EXECUTION

    


    


    


    STRUCTURED
      ASSET SECURITIES CORPORATION, as Depositor,

     

    AURORA
      LOAN SERVICES LLC, as Master Servicer,

     

    OFFICETIGER
      GLOBAL REAL ESTATE SERVICES INC.,
      as
      Credit Risk Manager,

     

    and

     

    U.S.
      BANK
      NATIONAL ASSOCIATION,
      as
      Trustee

     

    ___________________________

     

    TRUST
      AGREEMENT

     

    Dated
      as
      of February 1, 2007

    ___________________________

     

    STRUCTURED
      ASSET SECURITIES CORPORATION 

    MORTGAGE
      LOAN TRUST 2007-BC2

    MORTGAGE
      PASS-THROUGH CERTIFICATES

    SERIES
      2007-BC2

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      

        TABLE
          OF
          CONTENTS

        Page

        


        
          	 
	
                  ARTICLE
                    I DEFINITIONS

                
	 
	
                  Section
                    1.01.

                	
                  Definitions.

                	
                  6

                
	
                  Section
                    1.02.

                	
                  Calculations
                    Respecting Mortgage Loans.

                	
                  61

                
	
                  Section
                    1.03.

                	
                  Calculations
                    Respecting Accrued Interest.

                	
                  61

                
	 
	
                  ARTICLE
                    II DECLARATION OF TRUST; ISSUANCE OF CERTIFICATES

                
	 
	
                  Section
                    2.01.

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

                	
                  62

                
	
                  Section
                    2.02.

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

                	
                  66

                
	
                  Section
                    2.03.

                	
                  Representations
                    and Warranties of the Depositor.

                	
                  68

                
	
                  Section
                    2.04.

                	
                  Discovery
                    of Breach.

                	
                  69

                
	
                  Section
                    2.05.

                	
                  Repurchase,
                    Purchase or Substitution of Mortgage Loans.

                	
                  70

                
	
                  Section
                    2.06.

                	
                  Grant
                    Clause.

                	
                  71

                
	 
	
                  ARTICLE
                    III THE CERTIFICATES

                
	 
	
                  Section
                    3.01.

                	
                  The
                    Certificates.

                	
                  73

                
	
                  Section
                    3.02.

                	
                  Registration.

                	
                  74

                
	
                  Section
                    3.03.

                	
                  Transfer
                    and Exchange of Certificates.

                	
                  74

                
	
                  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.

                	
                  81

                
	
                  Section
                    3.08.

                	
                  Appointment
                    of Paying Agent.

                	
                  82

                
	
                  Section
                    3.09.

                	
                  Book-Entry
                    Certificates.

                	
                  83

                
	 
	
                  ARTICLE
                    IV ADMINISTRATION OF THE TRUST FUND

                
	 
	
                  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

                
	
                  Section
                    4.05.

                	
                  [Reserved].

                	
                  94

                
	 
	
                  ARTICLE
                    V DISTRIBUTIONS TO HOLDERS OF CERTIFICATES

                
	 
	
                  Section
                    5.01.

                	
                  Distributions
                    Generally.

                	
                  94

                
	
                  Section
                    5.02.

                	
                  Distributions
                    from the Certificate Account.

                	
                  95

                
	
                  Section
                    5.03.

                	
                  Allocation
                    of Losses.

                	
                  109

                
	
                  Section
                    5.04.

                	
                  Advances
                    by Master Servicer, Servicers and Trustee.

                	
                  110

                
	
                  Section
                    5.05.

                	
                  Compensating
                    Interest Payments.

                	
                  111

                
	
                  Section
                    5.06.

                	
                  Basis
                    Risk Reserve Fund.

                	
                  111

                
	
                  Section
                    5.07.

                	
                  Supplemental
                    Interest Trust.

                	
                  111

                
	
                  Section
                    5.08.

                	
                  Rights
                    of Swap Counterparty.

                	
                  114

                
	
                  Section
                    5.09.

                	
                  Termination
                    Receipts.

                	
                  115

                
	
                  Section
                    5.10.

                	
                  Final
                    Maturity Reserve Trust.

                	
                  116

                
	 


        


        
          
            
            

          

          
            i

            
              

            

          

          
            
            

          

        


        


        
          	
                  ARTICLE
                    VI CONCERNING THE TRUSTEE; EVENTS OF DEFAULT

                
	 
	
                  Section
                    6.01.

                	
                  Duties
                    of Trustee.

                	
                  117

                
	
                  Section
                    6.02.

                	
                  Certain
                    Matters Affecting the Trustee.

                	
                  120

                
	
                  Section
                    6.03.

                	
                  Trustee
                    Not Liable for Certificates.

                	
                  121

                
	
                  Section
                    6.04.

                	
                  Trustee
                    May Own Certificates.

                	
                  122

                
	
                  Section
                    6.05.

                	
                  Eligibility
                    Requirements for Trustee.

                	
                  122

                
	
                  Section
                    6.06.

                	
                  Resignation
                    and Removal of Trustee.

                	
                  122

                
	
                  Section
                    6.07.

                	
                  Successor
                    Trustee.

                	
                  123

                
	
                  Section
                    6.08.

                	
                  Merger
                    or Consolidation of Trustee.

                	
                  124

                
	
                  Section
                    6.09.

                	
                  Appointment
                    of Co-Trustee, Separate Trustee or Custodian.

                	
                  125

                
	
                  Section
                    6.10.

                	
                  Authenticating
                    Agents.

                	
                  127

                
	
                  Section
                    6.11.

                	
                  Indemnification
                    of Trustee.

                	
                  128

                
	
                  Section
                    6.12.

                	
                  Fees
                    and Expenses of Trustee and Custodian.

                	
                  128

                
	
                  Section
                    6.13.

                	
                  Collection
                    of Monies.

                	
                  129

                
	
                  Section
                    6.14.

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

                	
                  129

                
	
                  Section
                    6.15.

                	
                  Additional
                    Remedies of Trustee Upon Event of Default.

                	
                  134

                
	
                  Section
                    6.16.

                	
                  Waiver
                    of Defaults.

                	
                  134

                
	
                  Section
                    6.17.

                	
                  Notification
                    to Holders.

                	
                  134

                
	
                  Section
                    6.18.

                	
                  Directions
                    by Certificateholders and Duties of Trustee During Event of
                    Default.

                	
                  135

                
	
                  Section
                    6.19.

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

                	
                  135

                
	
                  Section
                    6.20.

                	
                  Preparation
                    of Tax Returns and Other Reports.

                	
                  142

                
	
                  Section
                    6.21.

                	
                  Reporting
                    Requirements of the Commission.

                	
                  143

                
	
                  Section
                    6.22.

                	
                  No
                    Merger.

                	
                  143

                
	
                  Section
                    6.23.

                	
                  Indemnification
                    by the Trustee.

                	 
	 
	
                  ARTICLE
                    VII PURCHASE OF MORTGAGE LOANS AND TERMINATION OF THE TRUST
                    FUND

                
	 
	
                  Section
                    7.01.

                	
                  Purchase
                    of Mortgage Loans; Termination of Trust Fund Upon Purchase or
                    Liquidation
                    of All Mortgage Loans; Purchase of Lower Tier REMIC 1 Uncertificated
                    Regular Interests.

                	
                  143

                
	
                  Section
                    7.02.

                	
                  Procedure
                    Upon Termination of Trust Fund or Purchase of Lower Tier REMIC
                    1
                    Uncertificated Regular Interests.

                	
                  147

                
	
                  Section
                    7.03.

                	
                  Additional
                    Trust Fund Termination Event or Purchase of the Lower Tier REMIC
                    1
                    Uncertificated Regular Interests.

                	
                  149

                
	
                  Section
                    7.04.

                	
                  Optional
                    Repurchase Right.

                	
                  150

                
	 
	
                  ARTICLE
                    VIII RIGHTS OF 151CERTIFICATEHOLDERS

                
	 
	
                  Section
                    8.01.

                	
                  Limitation
                    on Rights of Holders.

                	
                  150

                
	
                  Section
                    8.02.

                	
                  Access
                    to List of Holders.

                	
                  151

                
	
                  Section
                    8.03.

                	
                  Acts
                    of Holders of Certificates.

                	
                  151

                
	 
	
                  ARTICLE
                    IX ADMINISTRATION AND SERVICING OF MORTGAGE LOANS BY THE MASTER
                    SERVICER;
                    CREDIT RISK MANAGER

                
	 
	
                  Section
                    9.01.

                	
                  Duties
                    of the Master Servicer.

                	
                  153

                


        


        
          
            
            

          

          
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                  Section
                    9.02.

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

                	
                  153

                
	
                  Section
                    9.03.

                	
                  Master
                    Servicer’s Financial Statements and Related Information.

                	
                  154

                
	
                  Section
                    9.04.

                	
                  Power
                    to Act; Procedures.

                	
                  154

                
	
                  Section
                    9.05.

                	
                  Enforcement
                    of Servicer’s and Master Servicer’s Obligations.

                	
                  157

                
	
                  Section
                    9.06.

                	
                  Collection
                    of Taxes, Assessments and Similar Items.

                	
                  158

                
	
                  Section
                    9.07.

                	
                  Termination
                    of Servicing Agreements; Successor Servicers.

                	
                  158

                
	
                  Section
                    9.08.

                	
                  Master
                    Servicer Liable for Enforcement.

                	
                  159

                
	
                  Section
                    9.09.

                	
                  No
                    Contractual Relationship Between Any Servicer and Trustee or
                    Depositor.

                	
                  159

                
	
                  Section
                    9.10.

                	
                  Assumption
                    of Servicing Agreement by Trustee.

                	
                  160

                
	
                  Section
                    9.11.

                	
                  Due-on-Sale
                    Clauses; Assumption Agreements.

                	
                  160

                
	
                  Section
                    9.12.

                	
                  Release
                    of Mortgage Files.

                	
                  160

                
	
                  Section
                    9.13.

                	
                  Documents,
                    Records and Funds in Possession of Master Servicer to be Held
                    for
                    Trustee.

                	
                  161

                
	
                  Section
                    9.14.

                	
                  Representations
                    and Warranties of the Master Servicer.

                	
                  163

                
	
                  Section
                    9.15.

                	
                  Opinion.

                	
                  165

                
	
                  Section
                    9.16.

                	
                  Standard
                    Hazard and Flood Insurance Policies.

                	
                  165

                
	
                  Section
                    9.17.

                	
                  Presentment
                    of Claims and Collection of Proceeds.

                	
                  166

                
	
                  Section
                    9.18.

                	
                  Reserved

                	
                  166

                
	
                  Section
                    9.19.

                	
                  Custodian
                    To Retain Possession of Certain Documents.

                	
                  166

                
	
                  Section
                    9.20.

                	
                  [Reserved]

                	
                  166

                
	
                  Section
                    9.21.

                	
                  Compensation
                    to the Master Servicer.

                	
                  166

                
	
                  Section
                    9.22.

                	
                  REO
                    Property.

                	
                  167

                
	
                  Section
                    9.23.

                	
                  Notices
                    to the Depositor and the Trustee

                	
                  167

                
	
                  Section
                    9.24.

                	
                  Reports
                    to the Trustee.

                	
                  168

                
	
                  Section
                    9.25.

                	
                  Assessment
                    of Compliance and Attestation Reports..

                	
                  169

                
	
                  Section
                    9.26.

                	
                  Annual
                    Statement of Compliance with Applicable Servicing
                    Criteria.

                	
                  170

                
	
                  Section
                    9.27.

                	
                  Merger
                    or Consolidation.

                	
                  171

                
	
                  Section
                    9.28.

                	
                  Resignation
                    of Master Servicer.

                	
                  171

                
	
                  Section
                    9.29.

                	
                  Assignment
                    or Delegation of Duties by the Master Servicer.

                	
                  171

                
	
                  Section
                    9.30.

                	
                  Limitation
                    on Liability of the Master Servicer and Others.

                	
                  172

                
	
                  Section
                    9.31.

                	
                  Indemnification;
                    Third-Party Claims.

                	
                  173

                
	
                  Section
                    9.32.

                	
                  Special
                    Servicing of Delinquent Mortgage Loans.

                	
                  173

                
	
                  Section
                    9.33.

                	
                  Alternative
                    Index.

                	
                  174

                
	
                  Section
                    9.34.

                	
                  Duties
                    of the Credit Risk Manager.

                	
                  174

                
	
                  Section
                    9.35.

                	
                  Limitation
                    Upon Liability of the Credit Risk Manager.

                	
                  176

                
	
                  Section
                    9.36.

                	
                  Indemnification
                    by the Credit Risk Manager.

                	
                  176

                
	
                  Section
                    9.37.

                	
                  Removal
                    of Credit Risk Manager.

                	
                  176

                
	 
	
                  ARTICLE
                    X REMIC ADMINISTRATION

                
	 
	
                  Section
                    10.01.

                	
                  REMIC
                    Administration.

                	
                  176

                
	
                  Section
                    10.02.

                	
                  Prohibited
                    Transactions and Activities.

                	
                  179

                
	
                  Section
                    10.03.

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

                	
                  180

                
	
                  Section
                    10.04.

                	
                  REO
                    Property.

                	
                  180

                
	 


        


        
          
            
            

          

          
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                  ARTICLE
                    XI MISCELLANEOUS PROVISIONS

                
	 
	
                  Section
                    11.01.

                	
                  Binding
                    Nature of Agreement; Assignment.

                	
                  181

                
	
                  Section
                    11.02.

                	
                  Entire
                    Agreement.

                	
                  181

                
	
                  Section
                    11.03.

                	
                  Amendment.

                	
                  181

                
	
                  Section
                    11.04.

                	
                  Voting
                    Rights.

                	
                  183

                
	
                  Section
                    11.05.

                	
                  Provision
                    of Information.

                	
                  184

                
	
                  Section
                    11.06.

                	
                  Governing
                    Law.

                	
                  184

                
	
                  Section
                    11.07.

                	
                  Notices.

                	
                  184

                
	
                  Section
                    11.08.

                	
                  Severability
                    of Provisions.

                	
                  185

                
	
                  Section
                    11.09.

                	
                  Indulgences;
                    No Waivers.

                	
                  185

                
	
                  Section
                    11.10.

                	
                  Headings
                    Not To Affect Interpretation.

                	
                  185

                
	
                  Section
                    11.11.

                	
                  Benefits
                    of Agreement.

                	
                  185

                
	
                  Section
                    11.12.

                	
                  Special
                    Notices to the Rating Agencies and any NIMS Insurer.

                	
                  185

                
	
                  Section
                    11.13.

                	
                  Conflicts.

                	
                  187

                
	
                  Section
                    11.14.

                	
                  Counterparts.

                	
                  187

                
	
                  Section
                    11.15.

                	
                  Transfer
                    of Servicing.

                	
                  187

                


        


        
          
            
            

          

          
            iv

            
              

            

          

          
            
            

          

        


         

        ATTACHMENTS

         

        
          	
                  Exhibit
                    A

                	
                  Forms
                    of Certificates

                
	
                  Exhibit
                    B-1

                	
                  Form
                    of Initial Certification

                
	
                  Exhibit
                    B-2

                	
                  Form
                    of Interim Certification

                
	
                  Exhibit
                    B-3

                	
                  Form
                    of Final Certification

                
	
                  Exhibit
                    B-4

                	
                  Form
                    of Endorsement

                
	
                  Exhibit
                    C

                	
                  Request
                    for Release of Documents and Receipt

                
	
                  Exhibit
                    D-l

                	
                  Form
                    of Residual Certificate Transfer Affidavit (Transferee)

                
	
                  Exhibit
                    D-2

                	
                  Form
                    of Residual Certificate Transfer Affidavit (Transferor)

                
	
                  Exhibit
                    E

                	
                  List
                    of 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

                	
                  Description
                    of Custodial Agreements

                
	
                  Exhibit
                    L

                	
                  List
                    of Credit Risk Management Agreements

                
	
                  Exhibit
                    M-1

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

                
	
                  Exhibit
                    M-2

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

                
	
                  Exhibit
                    N

                	
                  Interest
                    Rate Cap Agreement

                
	
                  Exhibit
                    O

                	
                  Interest
                    Rate Swap Agreement

                
	
                  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 Back-Up Sarbanes-Oxley Certification to be Provided by the
                    Trustee

                
	
                  Exhibit
                    R

                	
                  Form
                    of Credit Risk Management Reports

                
	
                  Exhibit
                    S

                	
                  Form
                    of Certification Regarding Servicing Criteria to be Addressed
                    in Report on
                    Assessment of Compliance

                
	
                  Exhibit
                    T

                	
                  [Reserved]

                
	
                  Exhibit
                    U

                	
                  Form
                    of Certification to be Provided by the Credit Risk
                    Manager

                
	
                  Exhibit
                    V

                	
                  Transaction
                    Parties

                
	
                  Exhibit
                    W

                	
                  [Reserved]

                
	
                  Exhibit
                    X

                	
                  [Reserved]

                
	
                  Exhibit
                    Y

                	
                  Form
                    of Call Option Notice

                
	
                  Exhibit
                    Z

                	
                  Form
                    of Purchaser Call Option Notice

                
	
                  Schedule
                    A

                	
                  Mortgage
                    Loan Schedule (by Mortgage Pool)

                
	
                  Schedule
                    B

                	
                  First
                    Payment Default Mortgage Loans

                
	
                  Schedule
                    C

                	
                  Projected
                    Aggregate Scheduled Principal Balance of Forty-Year Mortgage
                    Loans

                


        

        


          
            
              
              

            

            
              v

              
                

              

            

            
              
              

            

          



        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”), U.S.
          BANK
          NATIONAL ASSOCIATION,
          as
          trustee (the “Trustee”), AURORA LOAN SERVICES LLC, as master servicer (the
“Master Servicer”) and OFFICETIGER
          GLOBAL REAL ESTATE SERVICES INC.,
          as
          credit risk manager (the “Credit Risk Manager”).

         

        PRELIMINARY
          STATEMENT

         

        The
          Depositor has acquired the Mortgage Loans from 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, the Cap Counterparty and
          the Swap
          Counterparty. The Depositor, the Trustee, the Master Servicer and the Credit
          Risk Manager 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, an election shall be made that the Trust Fund (exclusive
          of (i)
          the Swap Agreement, (ii) the Swap Account, (iii) the right to receive and
          the
          obligation to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls,
          (iv)
          the Basis Risk Reserve Fund, (v) the Supplemental Interest Trust, (vi)
          the right
          to receive FPD Premiums and PPTL Premiums, (vii) the obligation to pay
          Class I
          Shortfalls, (viii) the Interest Rate Cap Agreement, (ix) the Interest Rate
          Cap Account (x) the Collateral Account, (xi) the Final Maturity Reserve
          Trust,
          and (xii) the Final Maturity Reserve Trust Account (collectively, the “Excluded
          Trust Assets”)) be treated for federal income tax purposes as comprising four
          real estate mortgage investment conduits under Section 860D of the Code
          (each a
“REMIC” or, in the alternative “REMIC 1,” “REMIC 2,” “REMIC 3,” and “REMIC 4”
(REMIC 4 also being referred to as the “Upper Tier REMIC”)). Any inconsistencies
          or ambiguities in this Agreement or in the administration of this Agreement
          shall be resolved in a manner that preserves the validity of such REMIC
          elections.

         

        Each
          Certificate, other than the Class R and Class LT-R Certificates, represents
          ownership of a regular interest in the Upper Tier REMIC for purposes of
          the
          REMIC Provisions. In addition, each Certificate, other than the Class R,
          Class
          LT-R, Class X and Class P Certificates, represents (i) the right to receive
          payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk
          Shortfalls and (ii) the obligation to pay Class I Shortfalls. Each Class
          of
          Certificates (other than the Class X Certificates) represents the right
          to
          receive payments in respect of the Final Maturity Reserve Account. The
          Class
          LT-R Certificate represents ownership of the sole Class of residual interest
          in
          REMIC 1. The Class R Certificate represents ownership of the sole Class
          of
          residual interest in each of REMIC 2, REMIC 3, and the Upper Tier REMIC
          for
          purposes of the REMIC Provisions.

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        The
          Upper
          Tier REMIC shall hold as its assets the uncertificated Lower Tier Interests
          in
          REMIC 3, other than the Class LT3-R interest, and each such Lower Tier
          Interest
          is hereby designated as a regular interest in REMIC 3 for purposes of the
          REMIC
          Provisions. REMIC 3 shall hold as its assets the uncertificated Lower Tier
          Interests in REMIC 2, other than the Class LT2-R interest, and each such
          Lower
          Tier Interest is hereby designated as a regular interest in REMIC 2. REMIC
          2
          shall hold as its assets the uncertificated Lower Tier Interests in REMIC
          1, and
          each such Lower Tier Interest is hereby designated as a regular interest
          in
          REMIC 1. REMIC 1 shall hold as its assets the property of the Trust Fund
          other
          than the Lower Tier Interests in REMIC 1, REMIC 2, and REMIC 3 and the
          Excluded
          Trust Assets.

         

        The
          startup day for each REMIC created hereby for purposes of the REMIC Provisions
          is the Closing Date. In addition, for purposes of the REMIC Provisions,
          the
          latest possible maturity date for each regular interest in each REMIC created
          hereby is the Latest Possible Maturity Date.

         

        REMIC
          1:

         

        REMIC
          1
          shall issue one uncertificated interest in respect of each Mortgage Loan
          held by
          the Trust Fund on the Closing Date, each of which is hereby designated
          as a
          regular interest in REMIC 1 (the “REMIC 1 Regular Interests”). REMIC 1 shall
          also issue the Class LT-R Certificate, which shall represent the sole class
          of
          residual interest in REMIC 1. Each REMIC 1 Regular Interest shall have
          an
          initial principal balance equal to the Scheduled Principal Balance of the
          Mortgage Loan to which it relates and shall bear interest at a per annum
          rate
          equal to the Net Mortgage Rate of such Mortgage Loan. In the event a Qualified
          Substitute Mortgage Loan is substituted for such Mortgage Loan (the “Original
          Mortgage Loan”), no amount of interest payable on such Qualified Substitute
          Mortgage Loan shall be distributed on such REMIC 1 Regular Interest at
          a rate in
          excess of the Net Mortgage Rate of the Original Mortgage Loan.

         

        On
          each
          Distribution Date, the Trustee shall first pay or charge as an expense
          of REMIC
          1 all expenses of the Trust Fund for such Distribution Date, other than
          any
          expenses in respect of the Swap Agreement.

         

        On
          each
          Distribution Date the Trustee shall distribute the aggregate Interest Remittance
          Amount (net of expenses described in the preceding paragraph) with respect
          to
          each of the Lower Tier Interests in REMIC 1 based on the above-described
          interest rates.

         

        On
          each
          Distribution Date, the Trustee shall distribute the aggregate Principal
          Remittance Amount among the Lower Tier Interests in REMIC 1 in accordance
          with
          the amount of the Principal Remittance Amount attributable to the Mortgage
          Loan
          corresponding to each such Lower Tier Interest in REMIC 1. All losses on
          the
          Mortgage Loans shall be allocated among the Lower Tier Interests in REMIC
          1 in
          the same manner that principal distributions are allocated.

         

        On
          each
          Distribution Date, the Trustee shall distribute the Prepayment Premiums
          collected during the preceding Prepayment Period to the Lower Tier Interest
          in
          REMIC 1 corresponding to the Mortgage Loan with respect to which such amounts
          were received.

         


        
          
            
            

          

          
            2

            
              

            

          

          
            
            

          

        


        REMIC
          2:   

         

        The
          following table sets forth the designations, principal balances and interest
          rates for each interest in REMIC 2, each of which (other than the Class
          LT2-R
          Lower Tier Interest) is hereby designated as a regular interest in REMIC
          2 (the
“REMIC 2 Regular Interests”):

        
          	
                  Class
                    Designation

                	 	
                  Initial
                    Principal Balance

                	 	
                   

                  Interest
                    Rate

                	 
	
                  LT2-A

                	 	
                  $

                	
                  29,923,737.00

                	 	 	
                  (1)

                	 
	
                  LT2-F1

                	 	
                  $

                	
                  9,222,500.00

                	 	 	
                  (2)

                	 
	
                  LT2-V1

                	 	
                  $

                	
                  9,222,500.00

                	 	 	
                  (3)

                	
                   

                
	
                  LT2-F2

                	 	
                  $

                	
                  8,950,000.00

                	 	 	
                  (2)

                	 
	
                  LT2-V2

                	 	
                  $

                	
                  8,950,000.00

                	 	 	
                  (3)

                	 
	
                  LT2-F3

                	 	
                  $

                	
                  8,686,000.00

                	 	 	
                  (2)

                	 
	
                  LT2-V3

                	 	
                  $

                	
                  8,686,000.00

                	 	 	
                  (3)

                	 
	
                  LT2-F4

                	 	
                  $

                	
                  8,429,000.00

                	 	 	
                  (2)

                	 
	
                  LT2-V4

                	 	
                  $

                	
                  8,429,000.00

                	 	 	
                  (3)

                	 
	
                  LT2-F5

                	 	
                  $

                	
                  8,180,500.00

                	 	 	
                  (2)

                	 
	
                  LT2-V5

                	 	
                  $

                	
                  8,180,500.00

                	 	 	
                  (3)

                	 
	
                  LT2-F6

                	 	
                  $

                	
                  7,938,000.00

                	 	 	
                  (2)

                	 
	
                  LT2-V6

                	 	
                  $

                	
                  7,938,000.00

                	 	 	
                  (3)

                	 
	
                  LT2-F7

                	 	
                  $

                	
                  7,704,000.00

                	 	 	
                  (2)

                	 
	
                  LT2-V7

                	 	
                  $

                	
                  7,704,000.00

                	 	 	
                  (3)

                	 
	
                  LT2-F8

                	 	
                  $

                	
                  7,476,500.00

                	 	 	
                  (2)

                	 
	
                  LT2-V8

                	 	
                  $

                	
                  7,476,500.00

                	 	 	
                  (3)

                	 
	
                  LT2-F9

                	 	
                  $

                	
                  7,255,000.00

                	 	 	
                  (2)

                	 
	
                  LT2-V9

                	 	
                  $

                	
                  7,255,000.00

                	 	 	
                  (3)

                	 
	
                  LT2-F10

                	 	
                  $

                	
                  7,041,000.00

                	 	 	
                  (2)

                	 
	
                  LT2-V10

                	 	
                  $

                	
                  7,041,000.00

                	 	 	
                  (3)

                	 
	
                  LT2-F11

                	 	
                  $

                	
                  6,863,500.00

                	 	 	
                  (2)

                	 
	
                  LT2-V11

                	 	
                  $

                	
                  6,863,500.00

                	 	 	
                  (3)

                	 
	
                  LT2-F12

                	 	
                  $

                	
                  8,506,000.00

                	 	 	
                  (2)

                	 
	
                  LT2-V12

                	 	
                  $

                	
                  8,506,000.00

                	 	 	
                  (3)

                	 
	
                  LT2-F13

                	 	
                  $

                	
                  8,441,000.00

                	 	 	
                  (2)

                	 
	
                  LT2-V13

                	 	
                  $

                	
                  8,441,000.00

                	 	 	
                  (3)

                	 
	
                  LT2-F14

                	 	
                  $

                	
                  8,345,000.00

                	 	 	
                  (2)

                	 
	
                  LT2-V14

                	 	
                  $

                	
                  8,345,000.00

                	 	 	
                  (3)

                	 
	
                  LT2-F15

                	 	
                  $

                	
                  8,281,000.00

                	 	 	
                  (2)

                	 
	
                  LT2-V15

                	 	
                  $

                	
                  8,281,000.00

                	 	 	
                  (3)

                	 
	
                  LT2-F16

                	 	
                  $

                	
                  8,120,000.00

                	 	 	
                  (2)

                	 
	
                  LT2-V16

                	 	
                  $

                	
                  8,120,000.00

                	 	 	
                  (3)

                	 
	
                  LT2-F17

                	 	
                  $

                	
                  8,024,500.00

                	 	 	
                  (2)

                	 
	
                  LT2-V17

                	 	
                  $

                	
                  8,024,500.00

                	 	 	
                  (3)

                	 
	
                  LT2-F18

                	 	
                  $

                	
                  7,863,500.00

                	 	 	
                  (2)

                	 
	
                  LT2-V18

                	 	
                  $

                	
                  7,863,500.00

                	 	 	
                  (3)

                	 
	
                  LT2-F19

                	 	
                  $

                	
                  7,735,500.00

                	 	 	
                  (2)

                	 
	
                  LT2-V19

                	 	
                  $

                	
                  7,735,500.00

                	 	 	
                  (3)

                	 


        


        
          
            
            

          

          
            3

            
              

            

          

          
            
            

          

        


        


        
          	
                  Class
                    Designation

                	 	
                  Initial
                    Principal Balance

                	 	
                   

                  Interest
                    Rate

                	 
	
                  LT2-F20

                	 	
                  $

                	
                  7,574,500.00

                	 	 	
                  (2)

                	 
	
                  LT2-V20

                	 	
                  $

                	
                  7,574,500.00

                	 	 	
                  (3)

                	 
	
                  LT2-F21

                	 	
                  $

                	
                  7,382,500.00

                	 	 	
                  (2)

                	 
	
                  LT2-V21

                	 	
                  $

                	
                  7,382,500.00

                	 	 	
                  (3)

                	 
	
                  LT2-F22

                	 	
                  $

                	
                  7,189,500.00

                	 	 	
                  (2)

                	 
	
                  LT2-V22

                	 	
                  $

                	
                  7,189,500.00

                	 	 	
                  (3)

                	 
	
                  LT2-F23

                	 	
                  $

                	
                  24,842,000.00

                	 	 	
                  (2)

                	 
	
                  LT2-V23

                	 	
                  $

                	
                  24,842,000.00

                	 	 	
                  (3)

                	 
	
                  LT2-F24

                	 	
                  $

                	
                  13,352,500.00

                	 	 	
                  (2)

                	 
	
                  LT2-V24

                	 	
                  $

                	
                  13,352,500.00

                	 	 	
                  (3)

                	 
	
                  LT2-F25

                	 	
                  $

                	
                  11,650,500.00

                	 	 	
                  (2)

                	 
	
                  LT2-V25

                	 	
                  $

                	
                  11,650,500.00

                	 	 	
                  (3)

                	 
	
                  LT2-F26

                	 	
                  $

                	
                  8,859,000.00

                	 	 	
                  (2)

                	 
	
                  LT2-V26

                	 	
                  $

                	
                  8,859,000.00

                	 	 	
                  (3)

                	 
	
                  LT2-F27

                	 	
                  $

                	
                  6,932,500.00

                	 	 	
                  (2)

                	 
	
                  LT2-V27

                	 	
                  $

                	
                  6,932,500.00

                	 	 	
                  (3)

                	 
	
                  LT2-F28

                	 	
                  $

                	
                  5,488,500.00

                	 	 	
                  (2)

                	 
	
                  LT2-V28

                	 	
                  $

                	
                  5,488,500.00

                	 	 	
                  (3)

                	 
	
                  LT2-F29

                	 	
                  $

                	
                  4,397,500.00

                	 	 	
                  (2)

                	 
	
                  LT2-V29

                	 	
                  $

                	
                  4,397,500.00

                	 	 	
                  (3)

                	 
	
                  LT2-F30

                	 	
                  $

                	
                  3,594,500.00

                	 	 	
                  (2)

                	 
	
                  LT2-V30

                	 	
                  $

                	
                  3,594,500.00

                	 	 	
                  (3)

                	 
	
                  LT2-F31

                	 	
                  $

                	
                  2,920,500.00

                	 	 	
                  (2)

                	 
	
                  LT2-V31

                	 	
                  $

                	
                  2,920,500.00

                	 	 	
                  (3)

                	 
	
                  LT2-F32

                	 	
                  $

                	
                  2,407,500.00

                	 	 	
                  (2)

                	 
	
                  LT2-V32

                	 	
                  $

                	
                  2,407,500.00

                	 	 	
                  (3)

                	 
	
                  LT2-F33

                	 	
                  $

                	
                  2,279,000.00

                	 	 	
                  (2)

                	 
	
                  LT2-V33

                	 	
                  $

                	
                  2,279,000.00

                	 	 	
                  (3)

                	 
	
                  LT2-F34

                	 	
                  $

                	
                  2,150,500.00

                	 	 	
                  (2)

                	 
	
                  LT2-V34

                	 	
                  $

                	
                  2,150,500.00

                	 	 	
                  (3)

                	 
	
                  LT2-F35

                	 	
                  $

                	
                  2,054,000.00

                	 	 	
                  (2)

                	 
	
                  LT2-V35

                	 	
                  $

                	
                  2,054,000.00

                	 	 	
                  (3)

                	 
	
                  LT2-F36

                	 	
                  $

                	
                  1,958,000.00

                	 	 	
                  (2)

                	 
	
                  LT2-V36

                	 	
                  $

                	
                  1,958,000.00

                	 	 	
                  (3)

                	 
	
                  LT2-F37

                	 	
                  $

                	
                  1,861,500.00

                	 	 	
                  (2)

                	 
	
                  LT2-V37

                	 	
                  $

                	
                  1,861,500.00

                	 	 	
                  (3)

                	 
	
                  LT2-F38

                	 	
                  $

                	
                  1,765,000.00

                	 	 	
                  (2)

                	 
	
                  LT2-V38

                	 	
                  $

                	
                  1,765,000.00

                	 	 	
                  (3)

                	 
	
                  LT2-F39

                	 	
                  $

                	
                  1,701,000.00

                	 	 	
                  (2)

                	 
	
                  LT2-V39

                	 	
                  $

                	
                  1,701,000.00

                	 	 	
                  (3)

                	 
	
                  LT2-F40

                	 	
                  $

                	
                  1,573,000.00

                	 	 	
                  (2)

                	 
	
                  LT2-V40

                	 	
                  $

                	
                  1,573,000.00

                	 	 	
                  (3)

                	 
	
                  LT2-F41

                	 	
                  $

                	
                  1,540,500.00

                	 	 	
                  (2)

                	 
	
                  LT2-V41

                	 	
                  $

                	
                  1,540,500.00

                	 	 	
                  (3)

                	 


        


        
          
            
            

          

          
            4

            
              

            

          

          
            
            

          

        


        


        
          	
                  Class
                    Designation

                	 	
                  Initial
                    Principal Balance

                	 	
                   

                  Interest
                    Rate

                	 
	
                  LT2-F42

                	 	
                  $

                	
                  1,444,500.00

                	 	 	
                  (2)

                	 
	
                  LT2-V42

                	 	
                  $

                	
                  1,444,500.00

                	 	 	
                  (3)

                	 
	
                  LT2-F43

                	 	
                  $

                	
                  1,380,000.00

                	 	 	
                  (2)

                	 
	
                  LT2-V43

                	 	
                  $

                	
                  1,380,000.00

                	 	 	
                  (3)

                	 
	
                  LT2-F44

                	 	
                  $

                	
                  1,316,000.00

                	 	 	
                  (2)

                	 
	
                  LT2-V44

                	 	
                  $

                	
                  1,316,000.00

                	 	 	
                  (3)

                	 
	
                  LT2-F45

                	 	
                  $

                	
                  1,219,500.00

                	 	 	
                  (2)

                	 
	
                  LT2-V45

                	 	
                  $

                	
                  1,219,500.00

                	 	 	
                  (3)

                	 
	
                  LT2-F46

                	 	
                  $

                	
                  1,188,000.00

                	 	 	
                  (2)

                	 
	
                  LT2-V46

                	 	
                  $

                	
                  1,188,000.00

                	 	 	
                  (3)

                	 
	
                  LT2-F47

                	 	
                  $

                	
                  1,123,000.00

                	 	 	
                  (2)

                	 
	
                  LT2-V47

                	 	
                  $

                	
                  1,123,000.00

                	 	 	
                  (3)

                	 
	
                  LT2-F48

                	 	
                  $

                	
                  1,091,500.00

                	 	 	
                  (2)

                	 
	
                  LT2-V48

                	 	
                  $

                	
                  1,091,500.00

                	 	 	
                  (3)

                	 
	
                  LT2-F49

                	 	
                  $

                	
                  995,000.00

                	 	 	
                  (2)

                	 
	
                  LT2-V49

                	 	
                  $

                	
                  995,000.00

                	 	 	
                  (3)

                	 
	
                  LT2-F50

                	 	
                  $

                	
                  963,000.00

                	 	 	
                  (2)

                	 
	
                  LT2-V50

                	 	
                  $

                	
                  963,000.00

                	 	 	
                  (3)

                	 
	
                  LT2-F51

                	 	
                  $

                	
                  930,500.00

                	 	 	
                  (2)

                	 
	
                  LT2-V51

                	 	
                  $

                	
                  930,500.00

                	 	 	
                  (3)

                	 
	
                  LT2-F52

                	 	
                  $

                	
                  867,000.00

                	 	 	
                  (2)

                	 
	
                  LT2-V52

                	 	
                  $

                	
                  867,000.00

                	 	 	
                  (3)

                	 
	
                  LT2-F53

                	 	
                  $

                	
                  834,000.00

                	 	 	
                  (2)

                	 
	
                  LT2-V53

                	 	
                  $

                	
                  834,000.00

                	 	 	
                  (3)

                	 
	
                  LT2-F54

                	 	
                  $

                	
                  802,500.00

                	 	 	
                  (2)

                	 
	
                  LT2-V54

                	 	
                  $

                	
                  802,500.00

                	 	 	
                  (3)

                	 
	
                  LT2-F55

                	 	
                  $

                	
                  738,500.00

                	 	 	
                  (2)

                	 
	
                  LT2-V55

                	 	
                  $

                	
                  738,500.00

                	 	 	
                  (3)

                	 
	
                  LT2-F56

                	 	
                  $

                	
                  738,000.00

                	 	 	
                  (2)

                	 
	
                  LT2-V56

                	 	
                  $

                	
                  738,000.00

                	 	 	
                  (3)

                	 
	
                  LT2-F57

                	 	
                  $

                	
                  674,000.00

                	 	 	
                  (2)

                	 
	
                  LT2-V57

                	 	
                  $

                	
                  674,000.00

                	 	 	
                  (3)

                	 
	
                  LT2-F58

                	 	
                  $

                	
                  642,000.00

                	 	 	
                  (2)

                	 
	
                  LT2-V58

                	 	
                  $

                	
                  642,000.00

                	 	 	
                  (3)

                	 
	
                  LT2-F59

                	 	
                  $

                	
                  626,000.00

                	 	 	
                  (2)

                	 
	
                  LT2-V59

                	 	
                  $

                	
                  626,000.00

                	 	 	
                  (3)

                	 
	
                  LT2-F60

                	 	
                  $

                	
                  587,000.00

                	 	 	
                  (2)

                	 
	
                  LT2-V60

                	 	
                  $

                	
                  587,000.00

                	 	 	
                  (3)

                	 
	
                  LT2-F61

                	 	
                  $

                	
                  558,500.00

                	 	 	
                  (2)

                	 
	
                  LT2-V61

                	 	
                  $

                	
                  558,500.00

                	 	 	
                  (3)

                	 
	
                  LT2-F62

                	 	
                  $

                	
                  530,500.00

                	 	 	
                  (2)

                	 
	
                  LT2-V62

                	 	
                  $

                	
                  530,500.00

                	 	 	
                  (3)

                	 
	
                  LT2-F63

                	 	
                  $

                	
                  504,500.00

                	 	 	
                  (2)

                	 
	
                  LT2-V63

                	 	
                  $

                	
                  504,500.00

                	 	 	
                  (3)

                	 


        


        
          
            
            

          

          
            5

            
              

            

          

          
            
            

          

        


        


        
          	
                  Class
                    Designation

                	 	
                  Initial
                    Principal Balance

                	 	
                   

                  Interest
                    Rate

                	 
	
                  LT2-F64

                	 	
                  $

                	
                  480,000.00

                	 	 	
                  (2)

                	 
	
                  LT2-V64

                	 	
                  $

                	
                  480,000.00

                	 	 	
                  (3)

                	 
	
                  LT2-F65

                	 	
                  $

                	
                  456,000.00

                	 	 	
                  (2)

                	 
	
                  LT2-V65

                	 	
                  $

                	
                  456,000.00

                	 	 	
                  (3)

                	 
	
                  LT2-F66

                	 	
                  $

                	
                  433,500.00

                	 	 	
                  (2)

                	 
	
                  LT2-V66

                	 	
                  $

                	
                  433,500.00

                	 	 	
                  (3)

                	 
	
                  LT2-F67

                	 	
                  $

                	
                  412,000.00

                	 	 	
                  (2)

                	 
	
                  LT2-V67

                	 	
                  $

                	
                  412,000.00

                	 	 	
                  (3)

                	 
	
                  LT2-F68

                	 	
                  $

                	
                  391,500.00

                	 	 	
                  (2)

                	 
	
                  LT2-V68

                	 	
                  $

                	
                  391,500.00

                	 	 	
                  (3)

                	 
	
                  LT2-F69

                	 	
                  $

                	
                  372,500.00

                	 	 	
                  (2)

                	 
	
                  LT2-V69

                	 	
                  $

                	
                  372,500.00

                	 	 	
                  (3)

                	 
	
                  LT2-F70

                	 	
                  $

                	
                  354,000.00

                	 	 	
                  (2)

                	 
	
                  LT2-V70

                	 	
                  $

                	
                  354,000.00

                	 	 	
                  (3)

                	 
	
                  LT2-F71

                	 	
                  $

                	
                  6,811,500.00

                	 	 	
                  (2)

                	 
	
                  LT2-V71

                	 	
                  $

                	
                  6,811,500.00

                	 	 	
                  (3)

                	 
	
                  LT2-I

                	 	 	
                  (4)

                	 	 	
                  (4)

                	 
	
                  LT2-R

                	 	 	
                  (5)

                	 	 	
                  (5)

                	 


        

         

        
          	 	
                  (1)

                	
                  For
                    any Distribution Date (and the related Accrual Period) the interest
                    rate
                    for the Class LT2-A Interest shall be the Net WAC Rate.
                    

                


        

         

        
          	 	
                  (2)

                	
                  For
                    any Distribution Date (and the related Accrual Period) the interest
                    rate
                    for each of these Lower Tier Interests shall be the lesser of
                    (i) the
                    REMIC Swap Rate for such Distribution Date, and (ii) the product
                    of (a)
                    the Net WAC Rate and (b) 2. 

                


        

         

        
          	 	
                  (3)

                	
                  For
                    any Distribution Date (and the related Accrual Period) the interest
                    rate
                    for each of these Lower Tier Interests shall be the excess, if
                    any, of (i)
                    the product of (a) the Net WAC Rate and (b) 2, over (ii) the
                    REMIC Swap
                    Rate for such Distribution Date.

                


        

         

        
          	 	
                  (4)

                	
                  The
                    LT2-I Interest is an interest only interest that does not have
                    a principal
                    balance but has a notional amount as of any Distribution Date
                    equal to the
                    Scheduled Principal Balances of the Mortgage Loans as of the
                    first day of
                    the related Collection Period (or in the case of the first Distribution
                    Date, as of the Cut-Off Date). For any Distribution Date before
                    the
                    Distribution Date in March 2017, it shall bear interest for the
                    related
                    Accrual Period at a fixed rate of 0.00%, and for each Distribution
                    Date
                    commencing on the Distribution Date in March 2017 and on each
                    Distribution
                    Date thereafter until the Final Scheduled Distribution Date,
                    it shall bear
                    interest for the related Accrual Period at a fixed rate equal
                    to the Final
                    Maturity Reserve Rate.

                


        

         

        
          	 	
                  (5)

                	
                  The
                    Class LT2-R interest shall not have a principal amount and shall
                    not bear
                    interest. The Class LT2-R interest is hereby designated as the
                    sole class
                    of residual interest in REMIC 2.

                


        

         

        On
          each
          Distribution Date, the Trustee shall distribute the aggregate Interest
          Remittance Amount for the two Mortgage Pools (net of the expenses paid
          by REMIC
          1) with respect to each of the Lower Tier Interests in REMIC 2 based on
          the
          above-described interest rates.

         

        On
          each
          Distribution Date, the Trustee shall distribute the aggregate Principal
          Remittance Amount with respect to the two Mortgage Pools with respect to
          the
          Lower Tier Interests in REMIC 2, first to the Class LT2-A Interest until
          its
          principal balance is reduced to zero, and then sequentially, to the other
          Lower
          Tier Interests in REMIC 2 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 shall
          be
          allocated among the Lower Tier Interests in REMIC 2 in the same manner
          that
          principal distributions are allocated.

         

        On
          each
          Distribution Date, the Trustee shall distribute the Prepayment Premiums
          collected during the preceding Prepayment Period to the Class LT2-F71 Lower
          Tier
          Interest.

         

        
          
            
            

          

          
            6

            
              

            

          

          
            
            

          

        

        REMIC
          3:   

         

        The
          following table sets forth the designations, principal balances and interest
          rates for each interest in REMIC 3, each of which (other than the Class
          LT3-R
          interest) is hereby designated as a regular interest in REMIC 3 (the “REMIC 3
          Regular Interests”):

         

        
          	
                  REMIC
                    3

                  Lower
                    Tier 

                  Class
                    Designation

                	
                  REMIC
                    3

                  Lower
                    Tier

                  Interest
                    Rate

                	
                  Initial
                    Class 

                  Principal
                    Amount

                	
                  Corresponding
                    Class of Certificate(s)

                
	
                  Class
                    LT3-A1

                	
                  (1)

                	
                  (3)

                	
                  A1

                
	
                  Class
                    LT3-A2

                	
                  (1)

                	
                  (3)

                	
                  A2

                
	
                  Class
                    LT3-A3

                	
                  (1)

                	
                  (3)

                	
                  A3

                
	
                  Class
                    LT3-A4

                	
                  (1)

                	
                  (3)

                	
                  A4

                
	
                  Class
                    LT3-A5

                	
                  (1)

                	
                  (3)

                	
                  A5

                
	
                  Class
                    LT3-M1

                	
                  (1)

                	
                  (3)

                	
                  M1

                
	
                  Class
                    LT3-M2

                	
                  (1)

                	
                  (3)

                	
                  M2

                
	
                  Class
                    LT3-M3

                	
                  (1)

                	
                  (3)

                	
                  M3

                
	
                  Class
                    LT3-M4

                	
                  (1)

                	
                  (3)

                	
                  M4

                
	
                  Class
                    LT3-M5

                	
                  (1)

                	
                  (3)

                	
                  M5

                
	
                  Class
                    LT3-M6

                	
                  (1)

                	
                  (3)

                	
                  M6

                
	
                  Class
                    LT3-M7

                	
                  (1)

                	
                  (3)

                	
                  M7

                
	
                  Class
                    LT3-M8

                	
                  (1)

                	
                  (3)

                	
                  M8

                
	
                  Class
                    LT3-M9

                	
                  (1)

                	
                  (3)

                	
                  M9

                
	
                  Class
                    LT3-B1

                	
                  (1)

                	
                  (3)

                	
                  B1

                
	
                  Class
                    LT3-B2

                	
                  (1)

                	
                  (3)

                	
                  B2

                
	
                  Class
                    LT3-P

                	
                  (1)

                	
                  (3)

                	
                  P

                
	
                  Class
                    LT3-Q

                	
                  (1)

                	
                  (4)

                	
                  N/A

                
	
                  Class
                    LT3-IO

                	
                  (2)

                	
                  (2)

                	
                  N/A

                
	
                  Class
                    LT3-I

                	
                  (5)

                	
                  (5)

                	
                  N/A

                
	
                  Class
                    LT3-R

                	
                  (6)

                	
                  (6)

                	
                  R

                


        

         

        ___________________________

        
          	 	
                  (1)

                	
                  For
                    any Distribution Date (and the related Accrual Period) the interest
                    rate
                    for each of these Lower Tier Interests in REMIC 3 is a per annum
                    rate
                    equal to the weighted average of the interest rates on the Lower
                    Tier
                    Interests in REMIC 2 for such Distribution Date, provided,
                    however, that
                    for any Distribution Date on which the Class LT3-IO Interest
                    is entitled
                    to a portion of the interest accruals on a Lower Tier Interest
                    in REMIC 2
                    having an “F” in its class designation, as described in footnote two
                    below, such weighted average shall be computed by first subjecting
                    the
                    rate on such Lower Tier Interest in REMIC 2 to a cap equal to
                    Swap LIBOR
                    for such Distribution Date.

                


        

         


        
          
            
            

          

          
            7

            
              

            

          

          
            
            

          

        


        
          	 	
                  (2)

                	
                  The
                    Class LT3-IO Interest is an interest only class that does not
                    have a
                    principal balance. For only those Distribution Dates listed in
                    the first
                    column in the table below, the Class LT3-IO shall be entitled
                    to interest
                    accrued on the Lower Tier Interest in REMIC 2 listed in the second
                    column
                    in the table below at a per annum rate equal to the excess, if
                    any, of (i)
                    the interest rate for such Lower Tier Interest in REMIC 2 for
                    such
                    Distribution Date over (ii) Swap LIBOR for such Distribution
                    Date.

                


        

         

        
          	
                  Distribution
                    Dates

                	
                  REMIC
                    2
                    Class Designation

                
	
                  2

                	
                  Class
                    LT2-F1

                
	
                  2-3

                	
                  Class
                    LT2-F2

                
	
                  2-4

                	
                  Class
                    LT2-F3

                
	
                  2-5

                	
                  Class
                    LT2-F4

                
	
                  2-6

                	
                  Class
                    LT2-F5

                
	
                  2-7

                	
                  Class
                    LT2-F6

                
	
                  2-8

                	
                  Class
                    LT2-F7

                
	
                  2-9

                	
                  Class
                    LT2-F8

                
	
                  2-10

                	
                  Class
                    LT2-F9

                
	
                  2-11

                	
                  Class
                    LT2-F10

                
	
                  2-12

                	
                  Class
                    LT2-F11

                
	
                  2-13

                	
                  Class
                    LT2-F12

                
	
                  2-14

                	
                  Class
                    LT2-F13

                
	
                  2-15

                	
                  Class
                    LT2-F14

                
	
                  2-16

                	
                  Class
                    LT2-F15

                
	
                  2-17

                	
                  Class
                    LT2-F16

                
	
                  2-18

                	
                  Class
                    LT2-F17

                
	
                  2-19

                	
                  Class
                    LT2-F18

                
	
                  2-20

                	
                  Class
                    LT2-F19

                
	
                  2-21

                	
                  Class
                    LT2-F20

                
	
                  2-22

                	
                  Class
                    LT2-F21

                
	
                  2-23

                	
                  Class
                    LT2-F22

                
	
                  2-24

                	
                  Class
                    LT2-F23

                
	
                  2-25

                	
                  Class
                    LT2-F24

                
	
                  2-26

                	
                  Class
                    LT2-F25

                
	
                  2-27

                	
                  Class
                    LT2-F26

                
	
                  2-28

                	
                  Class
                    LT2-F27

                
	
                  2-29

                	
                  Class
                    LT2-F28

                
	
                  2-30

                	
                  Class
                    LT2-F29

                
	
                  2-31

                	
                  Class
                    LT2-F30

                
	
                  2-32

                	
                  Class
                    LT2-F31

                
	
                  2-33

                	
                  Class
                    LT2-F32

                
	
                  2-34

                	
                  Class
                    LT2-F33

                
	
                  2-35

                	
                  Class
                    LT2-F34

                
	
                  2-36

                	
                  Class
                    LT2-F35

                
	
                  2-37

                	
                  Class
                    LT2-F36

                
	
                  2-38

                	
                  Class
                    LT2-F37

                
	
                  2-39

                	
                  Class
                    LT2-F38

                
	
                  2-40

                	
                  Class
                    LT2-F39

                
	
                  2-41

                	
                  Class
                    LT2-F40

                
	
                  2-42

                	
                  Class
                    LT2-F41

                
	
                  2-43

                	
                  Class
                    LT2-F42

                
	
                  2-44

                	
                  Class
                    LT2-F43

                
	
                  2-45

                	
                  Class
                    LT2-F44

                


        


        
          
            
            

          

          
            8

            
              

            

          

          
            
            

          

        


        


        
          	
                  2-46

                	
                  Class
                    LT2-F45

                
	
                  2-47

                	
                  Class
                    LT2-F46

                
	
                  2-48

                	
                  Class
                    LT2-F47

                
	
                  2-49

                	
                  Class
                    LT2-F48

                
	
                  2-50

                	
                  Class
                    LT2-F49

                
	
                  2-51

                	
                  Class
                    LT2-F50

                
	
                  2-52

                	
                  Class
                    LT2-F51

                
	
                  2-53

                	
                  Class
                    LT2-F52

                
	
                  2-54

                	
                  Class
                    LT2-F53

                
	
                  2-55

                	
                  Class
                    LT2-F54

                
	
                  2-56

                	
                  Class
                    LT2-F55

                
	
                  2-57

                	
                  Class
                    LT2-F56

                
	
                  2-58

                	
                  Class
                    LT2-F57

                
	
                  2-59

                	
                  Class
                    LT2-F58

                
	
                  2-60

                	
                  Class
                    LT2-F59

                
	
                  2-61

                	
                  Class
                    LT2-F60

                
	
                  2-62

                	
                  Class
                    LT2-F61

                
	
                  2-63

                	
                  Class
                    LT2-F62

                
	
                  2-64

                	
                  Class
                    LT2-F63

                
	
                  2-65

                	
                  Class
                    LT2-F64

                
	
                  2-66

                	
                  Class
                    LT2-F65

                
	
                  2-67

                	
                  Class
                    LT2-F66

                
	
                  2-68

                	
                  Class
                    LT2-F67

                
	
                  2-69

                	
                  Class
                    LT2-F68

                
	
                  2-70

                	
                  Class
                    LT2-F69

                
	
                  2-71

                	
                  Class
                    LT2-F70

                
	
                  2-72

                	
                  Class
                    LT2-F71

                


        

        


        ___________________________

        
          	 	
                  (3)

                	
                  This
                    interest shall have an initial class principal amount equal to
                    one-half of
                    the initial Class Principal Amount of its Corresponding Class
                    of
                    Certificates.

                


        

         

        
          	 	
                  (4)

                	
                  This
                    interest shall have an initial class principal amount equal to
                    the excess
                    of (i) the Aggregate Pool Balance as of the Cut-off Date, over
                    (ii) the
                    aggregate initial class principal amount of each other regular
                    interest in
                    REMIC 3.

                


        

         

        
          	 	
                  (5)

                	
                  The
                    Class LT3-I Interest is an interest only class that does not
                    have a
                    principal balance. The Class LT3-I Interest shall evidence ownership
                    of
                    the LT-I Interest in REMIC 2.

                


        

         

        
          	 	
                  (6)

                	
                  The
                    Class LT3-R interest is the sole class of residual interests
                    in REMIC 3.
                    It does not have an interest rate or a principal
                    balance.

                


        

         

        On
          each
          Distribution Date, interest shall be distributed on the Lower Tier Interests
          in
          REMIC 3 based on the above-described interest rates,
          provided,
          however,
          that
          interest that accrues on the Class LT3-Q Interest shall be deferred in
          an amount
          equal to one-half of the increase, if any, in the Overcollateralization
          Amount
          for such Distribution Date. Any interest so deferred shall itself bear
          interest
          at the interest rate for the Class LT3-Q Interest. An amount equal to the
          interest so deferred shall be distributed as additional principal on the
          other
          Lower Tier Interests in REMIC 3 having a principal balance in the manner
          described under priority (a) below.

         

        On
          each
          Distribution Date principal shall be distributed, and Realized Losses shall
          be
          allocated, among the Lower Tier Interests in REMIC 3 in the following order
          of
          priority:

         


        
          
            
            

          

          
            9

            
              

            

          

          
            
            

          

        


        (a)
          First, to the Class LT3-A1, Class LT3-A2, Class LT3-A3, Class LT3-A4, Class
          LT3-A5, Class LT3-M1, Class LT3-M2, Class LT3-M3, Class LT3-M4, Class
          LT3-M5, Class LT3-M6, Class LT3-M7, Class LT3-M8, Class LT3-M9, Class LT3-B1,
          Class LT3-B2, and Class LT3-P Interests until the principal balance of
          each such
          Lower Tier Interest equals one-half of the Class Principal Amount of the
          Corresponding Class of Certificates immediately after such Distribution
          Date;
          and

         

        (b)
          Second, to the Class LT3-Q Interest, any remaining amounts.

         

        On
          each
          Distribution Date, the Trustee shall be deemed to have distributed the
          Prepayment Premiums passed through with respect to the Class LT2-F71 Lower
          Tier
          Interest in REMIC 2 on such Distribution Date to the Class LT3-Q
          Interest.

         

        The
          Certificates:

         

        The
          following table sets forth (or describes) the Class designation, Certificate
          Interest Rate, initial Class Principal Amount and minimum denomination
          for each
          Class of Certificates comprising interests in the Trust Fund created hereunder.
          

         

        
          	
                   

                   

                  Class

                  Designation

                	 	
                   

                   

                  Certificate

                  Interest
                    Rate

                	 	
                   

                  Initial

                  Class
                    Principal

                  Amount
                    

                	 	
                   

                   

                  Minimum

                  Denomination

                	 
	
                  Class
                    A1

                	 	 	
                  (1)

                	 	
                  $

                	
                  248,328,000

                	 	
                  $

                	
                  25,000

                	 
	
                  Class
                    A2

                	 	 	
                  (2)

                	 	
                  $

                	
                  156,984,000

                	 	
                  $

                	
                  25,000

                	 
	
                  Class
                    A3

                	 	 	
                  (3)

                	 	
                  $

                	
                  26,814,000

                	 	
                  $

                	
                  25,000

                	 
	
                  Class
                    A4

                	 	 	
                  (4)

                	 	
                  $

                	
                  62,525,000

                	 	
                  $

                	
                  25,000

                	 
	
                  Class
                    A5

                	 	 	
                  (5)

                	 	
                  $

                	
                  24,347,000

                	 	
                  $

                	
                  25,000

                	 
	
                  Class
                    M1

                	 	 	
                  (6)

                	 	
                  $

                	
                  25,035,000

                	 	
                  $

                	
                  100,000

                	 
	
                  Class
                    M2

                	 	 	
                  (7)

                	 	
                  $

                	
                  24,714,000

                	 	
                  $

                	
                  100,000

                	 
	
                  Class
                    M3

                	 	 	
                  (8)

                	 	
                  $

                	
                  8,024,000

                	 	
                  $

                	
                  100,000

                	 
	
                  Class
                    M4

                	 	 	
                  (9)

                	 	
                  $

                	
                  9,308,000

                	 	
                  $

                	
                  100,000

                	 
	
                  Class
                    M5

                	 	 	
                  (10)

                	 	
                  $

                	
                  8,345,000

                	 	
                  $

                	
                  100,000

                	 
	
                  Class
                    M6

                	 	 	
                  (11)

                	 	
                  $

                	
                  6,098,000

                	 	
                  $

                	
                  100,000

                	 
	
                  Class
                    M7

                	 	 	
                  (12)

                	 	
                  $

                	
                  6,740,000

                	 	
                  $

                	
                  100,000

                	 
	
                  Class
                    M8

                	 	 	
                  (13)

                	 	
                  $

                	
                  5,456,000

                	 	
                  $

                	
                  100,000

                	 
	
                  Class
                    M9

                	 	 	
                  (14)

                	 	
                  $

                	
                  6,419,000

                	 	
                  $

                	
                  100,000

                	 
	
                  Class
                    B1

                	 	 	
                  (15)

                	 	
                  $

                	
                  7,703,000

                	 	
                  $

                	
                  100,000

                	 
	
                  Class
                    B2

                	 	 	
                  (16)

                	 	
                  $

                	
                  6,098,000

                	 	
                  $

                	
                  100,000

                	 
	
                  Class
                    X

                	 	 	
                  (17)

                	 	 	
                  (17)

                	 	 	
                  10%

                	
                   

                
	
                  Class
                    R

                	 	 	
                  (18)

                	 	 	
                  (18)

                	 	 	
                  100%

                	
                   

                
	
                  Class
                    P

                	 	 	
                  (19)

                	 	
                  $

                	
                  100
                    (20)

                	 	 	
                  10%

                	
                   

                
	
                  Class
                    LT-R

                	 	 	
                  (21)

                	 	 	
                  (21)

                	 	 	
                  100%

                	
                   

                


        

        _______

        
          	 	
                  (1)

                	
                  The
                    Certificate Interest Rate with respect to any Distribution Date
                    (and the
                    related Accrual Period) for the Class A1 Certificates is the
                    per annum
                    rate equal to the lesser of (i) LIBOR plus 0.135% and (ii) with
                    respect to
                    any Distribution Date on which the Class Principal Amounts of
                    the Group 2
                    Senior Certificates are outstanding, the Pool 1 Net Funds Cap
                    for such
                    Distribution Date or, after the Distribution Date on which the
                    Class
                    Principal Amounts of the Group 2 Senior Certificates have been
                    reduced to
                    zero, the Subordinate Net Funds Cap for such Distribution
                    Date;
                    provided,
                    that if the Mortgage Loans 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 A1 Certificates
                    will be LIBOR plus 0.270%. For purposes of the REMIC Provisions,
                    each
                    reference to a Net Funds Cap in clause (ii) of the preceding
                    sentence
                    shall be deemed to be a reference to the REMIC 3 Net Funds Cap;
                    therefore,
                    on any Distribution Date on which the Certificate Interest Rate
                    for the
                    Class A1 Certificates exceeds the REMIC 3 Net Funds Cap, interest
                    accruals
                    based on such excess shall be treated as having been paid from
                    the Basis
                    Risk Reserve Fund or the Supplemental Interest Trust, as applicable;
                    on
                    any Distribution Date on which the Certificate Interest Rate
                    on the Class
                    A1 Certificates is based on a Net Funds Cap, the amount of interest
                    that
                    would have accrued on the Class A1 Certificates if the REMIC
                    3 Net Funds
                    Cap were substituted for the Net Funds Cap shall be treated as
                    having been
                    paid by the Class A1 Certificateholders to the Supplemental Interest
                    Trust, all pursuant to and as further provided in Section 10.01(n)
                    hereof.

                


        


        
          
            
            

          

          
            10

            
              

            

          

          
            
            

          

        


         

        
          	 	
                  (2)

                	
                  The
                    Certificate Interest Rate with respect to any Distribution Date
                    (and the
                    related Accrual Period) for the Class A2 Certificates is the
                    per annum
                    rate equal to the lesser of (i) LIBOR plus 0.090% and (ii) with
                    respect to
                    any Distribution Date on which the Class Principal Amount of
                    the Group 1
                    Senior Certificates is outstanding, the Pool 2 Net Funds Cap
                    for such
                    Distribution Date or, after the Distribution Date on which the
                    Class
                    Principal Amount of the Group 1 Senior Certificates has been
                    reduced to
                    zero, the Subordinate Net Funds Cap for such Distribution
                    Date;
                    provided,
                    that if the Mortgage Loans 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 A2 Certificates
                    will be LIBOR plus 0.180%. For purposes of the REMIC Provisions,
                    each
                    reference to a Net Funds Cap in clause (ii) of the preceding
                    sentence
                    shall be deemed to be a reference to the REMIC 3 Net Funds Cap;
                    therefore,
                    on any Distribution Date on which the Certificate Interest Rate
                    for the
                    Class A2 Certificates exceeds the REMIC 3 Net Funds Cap, interest
                    accruals
                    based on such excess shall be treated as having been paid from
                    the Basis
                    Risk Reserve Fund or the Supplemental Interest Trust, as applicable;
                    on
                    any Distribution Date on which the Certificate Interest Rate
                    on the Class
                    A2 Certificates is based on a Net Funds Cap, the amount of interest
                    that
                    would have accrued on the Class A2 Certificates if the REMIC
                    3 Net Funds
                    Cap were substituted for the Net Funds Cap shall be treated as
                    having been
                    paid by the Class A2 Certificateholders to the Supplemental Interest
                    Trust, all pursuant to and as further provided in Section 10.01(n)
                    hereof.

                


        

         

        
          	 	
                  (3)

                	
                  The
                    Certificate Interest Rate with respect to any Distribution Date
                    (and the
                    related Accrual Period) for the Class A3 Certificates is the
                    per annum
                    rate equal to the lesser of (i) LIBOR plus 0.130% and (ii) with
                    respect to
                    any Distribution Date on which the Class Principal Amount of
                    the Group 1
                    Senior Certificates is outstanding, the Pool 2 Net Funds Cap
                    for such
                    Distribution Date or, after the Distribution Date on which the
                    Class
                    Principal Amount of the Group 1 Senior Certificates has been
                    reduced to
                    zero, the Subordinate Net Funds Cap for such Distribution
                    Date;
                    provided,
                    that if the Mortgage Loans 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 A3 Certificates
                    will be LIBOR plus 0.260%. For purposes of the REMIC Provisions,
                    each
                    reference to a Net Funds Cap in clause (ii) of the preceding
                    sentence
                    shall be deemed to be a reference to the REMIC 3 Net Funds Cap;
                    therefore,
                    on any Distribution Date on which the Certificate Interest Rate
                    for the
                    Class A3 Certificates exceeds the REMIC 3 Net Funds Cap, interest
                    accruals
                    based on such excess shall be treated as having been paid from
                    the Basis
                    Risk Reserve Fund or the Supplemental Interest Trust, as applicable;
                    on
                    any Distribution Date on which the Certificate Interest Rate
                    on the Class
                    A3 Certificates is based on a Net Funds Cap, the amount of interest
                    that
                    would have accrued on the Class A3 Certificates if the REMIC
                    3 Net Funds
                    Cap were substituted for the Net Funds Cap shall be treated as
                    having been
                    paid by the Class A3 Certificateholders to the Supplemental Interest
                    Trust, all pursuant to and as further provided in Section 10.01(n)
                    hereof.

                


        

         

        
          	 	
                  (4)

                	
                  The
                    Certificate Interest Rate with respect to any Distribution Date
                    (and the
                    related Accrual Period) for the Class A4 Certificates is the
                    per annum
                    rate equal to the lesser of (i) LIBOR plus 0.150% and (ii) with
                    respect to
                    any Distribution Date on which the Class Principal Amount of
                    the Group 1
                    Senior Certificates is outstanding, the Pool 2 Net Funds Cap
                    for such
                    Distribution Date or, after the Distribution Date on which the
                    Class
                    Principal Amount of the Group 1 Senior Certificates has been
                    reduced to
                    zero, the Subordinate Net Funds Cap for such Distribution
                    Date;
                    provided,
                    that if the Mortgage Loans 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 A4 Certificates
                    will be LIBOR plus 0.300%. For purposes of the REMIC Provisions,
                    each
                    reference to a Net Funds Cap in clause (ii) of the preceding
                    sentence
                    shall be deemed to be a reference to the REMIC 3 Net Funds Cap;
                    therefore,
                    on any Distribution Date on which the Certificate Interest Rate
                    for the
                    Class A4 Certificates exceeds the REMIC 3 Net Funds Cap, interest
                    accruals
                    based on such excess shall be treated as having been paid from
                    the Basis
                    Risk Reserve Fund or the Supplemental Interest Trust, as applicable;
                    on
                    any Distribution Date on which the Certificate Interest Rate
                    on the Class
                    A4 Certificates is based on a Net Funds Cap, the amount of interest
                    that
                    would have accrued on the Class A4 Certificates if the REMIC
                    3 Net Funds
                    Cap were substituted for the Net Funds Cap shall be treated as
                    having been
                    paid by the Class A4 Certificateholders to the Supplemental Interest
                    Trust, all pursuant to and as further provided in Section 10.01(n)
                    hereof.

                


        


        
          
            
            

          

          
            11

            
              

            

          

          
            
            

          

        


         

        
          	 	
                  (5)

                	
                  The
                    Certificate Interest Rate with respect to any Distribution Date
                    (and the
                    related Accrual Period) for the Class A5 Certificates is the
                    per annum
                    rate equal to the lesser of (i) LIBOR plus 0.220% and (ii) with
                    respect to
                    any Distribution Date on which the Class Principal Amount of
                    the Group 1
                    Senior Certificates is outstanding, the Pool 2 Net Funds Cap
                    for such
                    Distribution Date or, after the Distribution Date on which the
                    Class
                    Principal Amount of the Group 1 Senior Certificates has been
                    reduced to
                    zero, the Subordinate Net Funds Cap for such Distribution
                    Date;
                    provided,
                    that if the Mortgage Loans 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 A5 Certificates
                    will be LIBOR plus 0.440%. For purposes of the REMIC Provisions,
                    each
                    reference to a Net Funds Cap in clause (ii) of the preceding
                    sentence
                    shall be deemed to be a reference to the REMIC 3 Net Funds Cap;
                    therefore,
                    on any Distribution Date on which the Certificate Interest Rate
                    for the
                    Class A5 Certificates exceeds the REMIC 3 Net Funds Cap, interest
                    accruals
                    based on such excess shall be treated as having been paid from
                    the Basis
                    Risk Reserve Fund or the Supplemental Interest Trust, as applicable;
                    on
                    any Distribution Date on which the Certificate Interest Rate
                    on the Class
                    A5 Certificates is based on a Net Funds Cap, the amount of interest
                    that
                    would have accrued on the Class A5 Certificates if the REMIC
                    3 Net Funds
                    Cap were substituted for the Net Funds Cap shall be treated as
                    having been
                    paid by the Class A5 Certificateholders to the Supplemental Interest
                    Trust, all pursuant to and as further provided in Section 10.01(n)
                    hereof.

                


        

         

        
          	 	
                  (6)

                	
                  The
                    Certificate Interest Rate with respect to any Distribution Date
                    (and the
                    related Accrual Period) for the Class M1 Certificates is the
                    per annum
                    rate equal to the lesser of (i) LIBOR plus 0.240% and (ii) the
                    Subordinate
                    Net Funds Cap for such Distribution Date; provided,
                    that
                    if the Mortgage Loans 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 M1 Certificates
                    will be LIBOR plus 0.360%. For purposes of the REMIC Provisions,
                    the
                    reference to “Subordinate Net Funds Cap” in clause (ii) of the preceding
                    sentence shall be deemed to be a reference to the REMIC 3 Net
                    Funds Cap;
                    therefore, on any Distribution Date on which the Certificate
                    Interest Rate
                    for the Class M1 Certificates exceeds the REMIC 3 Net Funds Cap,
                    interest
                    accruals based on such excess shall be treated as having been
                    paid from
                    the Basis Risk Reserve Fund or the Supplemental Interest Trust,
                    as
                    applicable; on any Distribution Date on which the Certificate
                    Interest
                    Rate on the Class M1 Certificates is based on the Subordinate
                    Net Funds
                    Cap, the amount of interest that would have accrued on the Class
                    M1
                    Certificates if the REMIC 3 Net Funds Cap were substituted for
                    the
                    Subordinate Net Funds Cap shall be treated as having been paid
                    by the
                    Class M1 Certificateholders to the Supplemental Interest Trust,
                    all
                    pursuant to and as further provided in Section 10.01(n) hereof.
                    

                


        

         

        
          	 	
                  (7)

                	
                  The
                    Certificate Interest Rate with respect to any Distribution Date
                    (and the
                    related Accrual Period) for the Class M2 Certificates is the
                    per annum
                    rate equal to the lesser of (i) LIBOR plus 0.280% and (ii) the
                    Subordinate
                    Net Funds Cap for such Distribution Date; provided,
                    that
                    if the Mortgage Loans 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 M2 Certificates
                    will be LIBOR plus 0.420%. For purposes of the REMIC Provisions,
                    the
                    reference to “Subordinate Net Funds Cap” in clause (ii) of the preceding
                    sentence shall be deemed to be a reference to the REMIC 3 Net
                    Funds Cap;
                    therefore, on any Distribution Date on which the Certificate
                    Interest Rate
                    for the Class M2 Certificates exceeds the REMIC 3 Net Funds Cap,
                    interest
                    accruals based on such excess shall be treated as having been
                    paid from
                    the Basis Risk Reserve Fund or the Supplemental Interest Trust,
                    as
                    applicable; on any Distribution Date on which the Certificate
                    Interest
                    Rate on the Class M2 Certificates is based on the Subordinate
                    Net Funds
                    Cap, the amount of interest that would have accrued on the Class
                    M2
                    Certificates if the REMIC 3 Net Funds Cap were substituted for
                    the
                    Subordinate Net Funds Cap shall be treated as having been paid
                    by the
                    Class M2 Certificateholders to the Supplemental Interest Trust,
                    all
                    pursuant to and as further provided in Section 10.01(n)
                    hereof.

                


        


        
          
            
            

          

          
            12

            
              

            

          

          
            
            

          

        


         

        
          	 	
                  (8)

                	
                  The
                    Certificate Interest Rate with respect to any Distribution Date
                    (and the
                    related Accrual Period) for the Class M3 Certificates is the
                    per annum
                    rate equal to the lesser of (i) LIBOR plus 0.350% and (ii) the
                    Subordinate
                    Net Funds Cap for such Distribution Date; provided,
                    that
                    if the Mortgage Loans 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 M3 Certificates
                    will be LIBOR plus 0.525%. For purposes of the REMIC Provisions,
                    the
                    reference to “Subordinate Net Funds Cap” in clause (ii) of the preceding
                    sentence shall be deemed to be a reference to the REMIC 3 Net
                    Funds Cap;
                    therefore, on any Distribution Date on which the Certificate
                    Interest Rate
                    for the Class M3 Certificates exceeds the REMIC 3 Net Funds Cap,
                    interest
                    accruals based on such excess shall be treated as having been
                    paid from
                    the Basis Risk Reserve Fund or the Supplemental Interest Trust,
                    as
                    applicable; on any Distribution Date on which the Certificate
                    Interest
                    Rate on the Class M3 Certificates is based on the Subordinate
                    Net Funds
                    Cap, the amount of interest that would have accrued on the Class
                    M3
                    Certificates if the REMIC 3 Net Funds Cap were substituted for
                    the
                    Subordinate Net Funds Cap shall be treated as having been paid
                    by the
                    Class M3 Certificateholders to the Supplemental Interest Trust,
                    all
                    pursuant to and as further provided in Section 10.01(n)
                    hereof.

                


        

         

        
          	 	
                  (9)

                	
                  The
                    Certificate Interest Rate with respect to any Distribution Date
                    (and the
                    related Accrual Period) for the Class M4 Certificates is the
                    per annum
                    rate equal to the lesser of (i) LIBOR plus 0.440% and (ii) the
                    Subordinate
                    Net Funds Cap for such Distribution Date; provided,
                    that
                    if the Mortgage Loans 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 M4 Certificates
                    will be LIBOR plus 0.660%. For purposes of the REMIC Provisions,
                    the
                    reference to “Subordinate Net Funds Cap” in clause (ii) of the preceding
                    sentence shall be deemed to be a reference to the REMIC 3 Net
                    Funds Cap;
                    therefore, on any Distribution Date on which the Certificate
                    Interest Rate
                    for the Class M4 Certificates exceeds the REMIC 3 Net Funds Cap,
                    interest
                    accruals based on such excess shall be treated as having been
                    paid from
                    the Basis Risk Reserve Fund or the Supplemental Interest Trust,
                    as
                    applicable; on any Distribution Date on which the Certificate
                    Interest
                    Rate on the Class M4 Certificates is based on the Subordinate
                    Net Funds
                    Cap, the amount of interest that would have accrued on the Class
                    M4
                    Certificates if the REMIC 3 Net Funds Cap were substituted for
                    the
                    Subordinate Net Funds Cap shall be treated as having been paid
                    by the
                    Class M4 Certificateholders to the Supplemental Interest Trust,
                    all
                    pursuant to and as further provided in Section 10.01(n) hereof.
                    

                


        

         

        
          	 	
                  (10)

                	
                  The
                    Certificate Interest Rate with respect to any Distribution Date
                    (and the
                    related Accrual Period) for the Class M5 Certificates is the
                    per annum
                    rate equal to the lesser of (i) LIBOR plus 0.450% and (ii) the
                    Subordinate
                    Net Funds Cap for such Distribution Date; provided,
                    that
                    if the Mortgage Loans 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 M5 Certificates
                    will be LIBOR plus 0.675%. For purposes of the REMIC Provisions,
                    the
                    reference to “Subordinate Net Funds Cap” in clause (ii) of the preceding
                    sentence shall be deemed to be a reference to the REMIC 3 Net
                    Funds Cap;
                    therefore, on any Distribution Date on which the Certificate
                    Interest Rate
                    for the Class M5 Certificates exceeds the REMIC 3 Net Funds Cap,
                    interest
                    accruals based on such excess shall be treated as having been
                    paid from
                    the Basis Risk Reserve Fund or the Supplemental Interest Trust,
                    as
                    applicable; on any Distribution Date on which the Certificate
                    Interest
                    Rate on the Class M5 Certificates is based on the Subordinate
                    Net Funds
                    Cap, the amount of interest that would have accrued on the Class
                    M5
                    Certificates if the REMIC 3 Net Funds Cap were substituted for
                    the
                    Subordinate Net Funds Cap shall be treated as having been paid
                    by the
                    Class M5 Certificateholders to the Supplemental Interest Trust,
                    all
                    pursuant to and as further provided in Section 10.01(n) hereof.
                    

                


        


        
          
            
            

          

          
            13

            
              

            

          

          
            
            

          

        


         

        
          	 	
                  (11)

                	
                  The
                    Certificate Interest Rate with respect to any Distribution Date
                    (and the
                    related Accrual Period) for the Class M6 Certificates is the
                    per annum
                    rate equal to the lesser of (i) LIBOR plus 0.500% and (ii) the
                    Subordinate
                    Net Funds Cap for such Distribution Date; provided,
                    that
                    if the Mortgage Loans 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 M6 Certificates
                    will be LIBOR plus 0.750%. For purposes of the REMIC Provisions,
                    the
                    reference to “Subordinate Net Funds Cap” in clause (ii) of the preceding
                    sentence shall be deemed to be a reference to the REMIC 3 Net
                    Funds Cap;
                    therefore, on any Distribution Date on which the Certificate
                    Interest Rate
                    for the Class M6 Certificates exceeds the REMIC 3 Net Funds Cap,
                    interest
                    accruals based on such excess shall be treated as having been
                    paid from
                    the Basis Risk Reserve Fund or the Supplemental Interest Trust,
                    as
                    applicable; on any Distribution Date on which the Certificate
                    Interest
                    Rate on the Class M6 Certificates is based on the Subordinate
                    Net Funds
                    Cap, the amount of interest that would have accrued on the Class
                    M6
                    Certificates if the REMIC 3 Net Funds Cap were substituted for
                    the
                    Subordinate Net Funds Cap shall be treated as having been paid
                    by the
                    Class M6 Certificateholders to the Supplemental Interest Trust,
                    all
                    pursuant to and as further provided in Section 10.01(n) hereof.
                    

                


        

         

        
          	 	
                  (12)

                	
                  The
                    Certificate Interest Rate with respect to any Distribution Date
                    (and the
                    related Accrual Period) for the Class M7 Certificates is the
                    per annum
                    rate equal to the lesser of (i) LIBOR plus 1.450% and (ii) the
                    Subordinate
                    Net Funds Cap for such Distribution Date; provided,
                    that
                    if the Mortgage Loans 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 M7 Certificates
                    will be LIBOR plus 2.175%. For purposes of the REMIC Provisions,
                    the
                    reference to “Subordinate Net Funds Cap” in clause (ii) of the preceding
                    sentence shall be deemed to be a reference to the REMIC 3 Net
                    Funds Cap;
                    therefore, on any Distribution Date on which the Certificate
                    Interest Rate
                    for the Class M7 Certificates exceeds the REMIC 3 Net Funds Cap,
                    interest
                    accruals based on such excess shall be treated as having been
                    paid from
                    the Basis Risk Reserve Fund or the Supplemental Interest Trust,
                    as
                    applicable; on any Distribution Date on which the Certificate
                    Interest
                    Rate on the Class M7 Certificates is based on the Subordinate
                    Net Funds
                    Cap, the amount of interest that would have accrued on the Class
                    M7
                    Certificates if the REMIC 3 Net Funds Cap were substituted for
                    the
                    Subordinate Net Funds Cap shall be treated as having been paid
                    by the
                    Class M7 Certificateholders to the Supplemental Interest Trust,
                    all
                    pursuant to and as further provided in Section 10.01(n) hereof.
                    

                


        

         

        
          	 	
                  (13)

                	
                  The
                    Certificate Interest Rate with respect to any Distribution Date
                    (and the
                    related Accrual Period) for the Class M8 Certificates is the
                    per annum
                    rate equal to the lesser of (i) LIBOR plus 2.250% and (ii) the
                    Subordinate
                    Net Funds Cap for such Distribution Date; provided,
                    that
                    if the Mortgage Loans 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 M8 Certificates
                    will be LIBOR plus 3.375%. For purposes of the REMIC Provisions,
                    the
                    reference to “Subordinate Net Funds Cap” in clause (ii) of the preceding
                    sentence shall be deemed to be a reference to the REMIC 3 Net
                    Funds Cap;
                    therefore, on any Distribution Date on which the Certificate
                    Interest Rate
                    for the Class M8 Certificates exceeds the REMIC 3 Net Funds Cap,
                    interest
                    accruals based on such excess shall be treated as having been
                    paid from
                    the Basis Risk Reserve Fund or the Supplemental Interest Trust,
                    as
                    applicable; on any Distribution Date on which the Certificate
                    Interest
                    Rate on the Class M8 Certificates is based on the Subordinate
                    Net Funds
                    Cap, the amount of interest that would have accrued on the Class
                    M8
                    Certificates if the REMIC 3 Net Funds Cap were substituted for
                    the
                    Subordinate Net Funds Cap shall be treated as having been paid
                    by the
                    Class M8 Certificateholders to the Supplemental Interest Trust,
                    all
                    pursuant to and as further provided in Section 10.01(n)
                    hereof.

                


        

         

        
          	 	
                  (14)

                	
                  The
                    Certificate Interest Rate with respect to any Distribution Date
                    (and the
                    related Accrual Period) for the Class M9 Certificates is the
                    per annum
                    rate equal to the lesser of (i) LIBOR plus 2.500% and (ii) the
                    Subordinate
                    Net Funds Cap for such Distribution Date; provided,
                    that if the Mortgage Loans 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 M9 Certificates
                    will be LIBOR plus 3.750%. For purposes of the REMIC Provisions,
                    the
                    reference to “Subordinate Net Funds Cap” in clause (ii) of the preceding
                    sentence shall be deemed to be a reference to the REMIC 3 Net
                    Funds Cap;
                    therefore, on any Distribution Date on which the Certificate
                    Interest Rate
                    for the Class M9 Certificates exceeds the REMIC 3 Net Funds Cap,
                    interest
                    accruals based on such excess shall be treated as having been
                    paid from
                    the Basis Risk Reserve Fund or the Supplemental Interest Trust,
                    as
                    applicable; on any Distribution Date on which the Certificate
                    Interest
                    Rate on the Class M9 Certificates is based on the Subordinate
                    Net Funds
                    Cap, the amount of interest that would have accrued on the Class
                    M9
                    Certificates if the REMIC 3 Net Funds Cap were substituted for
                    the
                    Subordinate Net Funds Cap shall be treated as having been paid
                    by the
                    Class M9 Certificateholders to the Supplemental Interest Trust,
                    all
                    pursuant to and as further provided in Section 10.01(n)
                    hereof.

                


        


        
          
            
            

          

          
            14

            
              

            

          

          
            
            

          

        


         

        
          	 	
                  (15)

                	
                  The
                    Certificate Interest Rate with respect to any Distribution Date
                    (and the
                    related Accrual Period) for the Class B1 Certificates is the
                    per annum
                    rate equal to the lesser of (i) LIBOR plus 1.800% and (ii) the
                    Subordinate
                    Net Funds Cap for such Distribution Date; provided,
                    that if the Mortgage Loans 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 B1 Certificates
                    will be LIBOR plus 2.700%. For purposes of the REMIC Provisions,
                    the
                    reference to “Subordinate Net Funds Cap” in clause (ii) of the preceding
                    sentence shall be deemed to be a reference to the REMIC 3 Net
                    Funds Cap;
                    therefore, on any Distribution Date on which the Certificate
                    Interest Rate
                    for the Class B1 Certificates exceeds the REMIC 3 Net Funds Cap,
                    interest
                    accruals based on such excess shall be treated as having been
                    paid from
                    the Basis Risk Reserve Fund or the Supplemental Interest Trust,
                    as
                    applicable; on any Distribution Date on which the Certificate
                    Interest
                    Rate on the Class B1 Certificates is based on the Subordinate
                    Net Funds
                    Cap, the amount of interest that would have accrued on the Class
                    B1
                    Certificates if the REMIC 3 Net Funds Cap were substituted for
                    the
                    Subordinate Net Funds Cap shall be treated as having been paid
                    by the
                    Class B1 Certificateholders to the Supplemental Interest Trust,
                    all
                    pursuant to and as further provided in Section 10.01(n)
                    hereof.

                


        

         

        
          	 	
                  (16)

                	
                  The
                    Certificate Interest Rate with respect to any Distribution Date
                    (and the
                    related Accrual Period) for the Class B2 Certificates is the
                    per annum
                    rate equal to the lesser of (i) LIBOR plus 1.800% and (ii) the
                    Subordinate
                    Net Funds Cap for such Distribution Date; provided,
                    that if the Mortgage Loans 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 B2 Certificates
                    will be LIBOR plus 2.700%. For purposes of the REMIC Provisions,
                    the
                    reference to “Subordinate Net Funds Cap” in clause (ii) of the preceding
                    sentence shall be deemed to be a reference to the REMIC 3 Net
                    Funds Cap;
                    therefore, on any Distribution Date on which the Certificate
                    Interest Rate
                    for the Class B2 Certificates exceeds the REMIC 3 Net Funds Cap,
                    interest
                    accruals based on such excess shall be treated as having been
                    paid from
                    the Basis Risk Reserve Fund or the Supplemental Interest Trust,
                    as
                    applicable; on any Distribution Date on which the Certificate
                    Interest
                    Rate on the Class B2 Certificates is based on the Subordinate
                    Net Funds
                    Cap, the amount of interest that would have accrued on the Class
                    B2
                    Certificates if the REMIC 3 Net Funds Cap were substituted for
                    the
                    Subordinate Net Funds Cap shall be treated as having been paid
                    by the
                    Class B2 Certificateholders to the Supplemental Interest Trust,
                    all
                    pursuant to and as further provided in Section 10.01(n)
                    hereof.

                


        

         

        
          	 	
                  (17)

                	
                  For
                    purposes of the REMIC Provisions, Class X shall have an initial
                    principal
                    balance of $8,987,637.76, and the right to receive distributions
                    of such
                    amount represents a regular interest in the Upper Tier REMIC.
                    The Class X
                    Certificate shall also comprise two notional components, each
                    of which
                    represents a regular interest in the Upper Tier REMIC. The first
                    such
                    component has a notional balance that will at all times equal
                    the
                    aggregate of the Class Principal Amounts of the Lower Tier Interests
                    in
                    REMIC 3, and, for each Distribution Date (and the related Accrual
                    Period)
                    this notional component shall bear interest at a per annum rate
                    equal to
                    the excess, if any, of (i) (a) the weighted average of the interest
                    rates
                    on the Lower Tier Interests in REMIC 3 (other than any interest-only
                    regular interest) minus (b) the Credit Risk Manager’s Fee Rate, over (ii)
                    the Adjusted Lower Tier WAC. The second notional component represents
                    the
                    right to receive all distributions in respect of the Class LT3-IO
                    Interest
                    in REMIC 3 (the “Class LT4-I” interest). In addition, for purposes of the
                    REMIC Provisions, the Class X Certificate shall represent beneficial
                    ownership of (i) the Basis Risk Reserve Fund; (ii) the Supplemental
                    Interest Trust, including the Swap Agreement, the Swap Account,
                    the
                    Interest Rate Cap Agreement and the Interest Rate Cap Account,
                    (iii) any
                    PPTL Premium, (iv) any FPD Premium, (v) the Final Maturity Reserve
                    Trust
                    and (vi) an interest in the notional principal contracts described
                    in
                    Section 10.01(n) hereof.

                


        

         

        
          	 	
                  (18)

                	
                  The
                    Class R Certificate will be issued without a Class Principal
                    Amount and
                    will not bear interest at a stated rate. The Class R Certificate
                    represents ownership of the residual interest in the Upper Tier
                    REMIC, as
                    well as ownership of the Class LT2-R Interest and Class LT3-R
                    Interest.
                    The Class R Certificate will be issued as a single Certificate
                    evidencing
                    the entire Percentage Interest in such
                    Class.

                


        


        
          
            
            

          

          
            15

            
              

            

          

          
            
            

          

        


         

        
          	 	
                  (19)

                	
                  The
                    Class P Certificates shall not bear interest at a stated rate.
                    Prepayment
                    Premiums paid with respect to the Mortgage Loans shall be paid
                    to the
                    Holders of the Class P Certificates as provided in Section 5.02(i).
                    For
                    purposes of the REMIC Provisions, Class P shall represent a regular
                    interest in the Upper Tier REMIC.

                


        

         

        
          	 	
                  (20)

                	
                  The
                    Class P Certificates will have an initial Class P Principal Amount
                    of
                    $100.

                


        

         

        
          	 	
                  (21)

                	
                  The
                    Class LT-R Certificate will be issued without a Class Principal
                    Amount and
                    will not bear interest at a stated rate. The Class LT-R Certificate
                    represents ownership of the residual interest in REMIC 1. The
                    Class LT-R
                    Certificate will be issued as a single Certificate evidencing
                    the entire
                    Percentage Interest in such Class.

                


        

         

        As
          of the
          Cut-off Date, the Mortgage Loans had an aggregate Scheduled Principal Balance
          of
          $641,925,737.76.

         

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

         

        ARTICLE
          I

         

        DEFINITIONS

         

        
          	
                  Section
                    1.01.

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

                


        

         

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

         

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

         

        Accrual
          Period:
          With
          respect to each Class of LIBOR Certificates and any Distribution Date,
          the
          period beginning on the Distribution Date in the calendar month immediately
          preceding the month in which the related Distribution Date occurs (or,
          in the
          case of the first Distribution Date, beginning on February 25, 2007) and
          ending
          on the day immediately preceding the related Distribution Date, as calculated
          in
          accordance with Section 1.03. With respect to each Class of Lower Tier
          Interests
          and any Distribution Date, the calendar month preceding such Distribution
          Date.

         

        Act:
          As
          defined in Section 3.03(c).

         


        
          
            
            

          

          
            16

            
              

            

          

          
            
            

          

        


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

         

        Additional
          Termination Event:
          As
          defined in the Swap Agreement.

         

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

         

        Adjusted
          Lower Tier WAC:
          For any
          Distribution Date (and the related Accrual Period), an amount equal to
          (i) two,
          multiplied by (ii) the weighted average of the interest rates for such
          Distribution Date for the Class LT3-A1, Class LT3-A2, Class LT3-A3, Class
          LT3-A4, Class LT3-A5, Class LT3-M1, Class LT3-M2, Class LT3-M3, Class LT3-M4,
          Class LT3-M5, Class LT3-M6, Class LT3-M7, Class LT3-M8, Class LT3-M9, Class
          LT3-B1, Class LT3-B2, Class LT3-P and Class LT3-Q Interests, weighted in
          proportion to their Class Principal Amounts as of the beginning of the
          related
          Accrual Period and computed by subjecting the rate on the Class LT3-Q Interest
          to a cap of 0.00%, and by subjecting the rate on each of the Class LT3-A1,
          Class
          LT3-A2, Class LT3-A3, Class LT3-A4, Class LT3-A5, Class LT3-M1, Class LT3-M2,
          Class LT3-M3, Class LT3-M4, Class LT3-M5, Class LT3-M6, Class LT3-M7, Class
          LT3-M8, Class LT3-M9, Class LT3-B1, Class LT3-B2 and Class LT3-P Interests
          to a
          cap that corresponds to the Certificate Interest Rate (determined by
          substituting the REMIC 3 Net Funds Cap for the applicable Net Funds Cap)
          for the
          Corresponding Class of Certificates multiplied by the quotient of (a) the
          actual
          number of days in the Accrual Period, divided by (b) 30.

         

        Advance:
          With
          respect to a Mortgage Loan other than a Simple Interest Mortgage Loan,
          an
          advance of the aggregate of payments (other than Balloon Payments) of principal
          and interest (net of the applicable Servicing Fee) on one or more Mortgage
          Loans
          that were due on a Due Date in the related Collection Period and not received
          as
          of the close of business on the related Determination Date, required to
          be made
          by or on behalf of the Master Servicer and any Servicer (or by the Trustee
          as
          successor to the Master Servicer) pursuant to Section 5.04, but only to
          the
          extent that such amount is expected, in the reasonable judgment of the
          Master
          Servicer or Servicer (or by the Trustee as successor to the Master Servicer),
          to
          be recoverable from collections or recoveries in respect of such Mortgage
          Loans.
          With respect to a Simple Interest Mortgage Loan, an advance of an amount
          equal
          to the interest accrual on such Simple Interest Mortgage Loan through the
          related Due Date but not received as of the close of business on the related
          Determination Date (net of applicable Servicing Fee) required to be made
          by or
          on behalf of the Master Servicer or any Servicer (or by the Trustee as
          successor
          to the Master Servicer) pursuant to Section 5.04, but only to the extent
          that
          such amount is expected, in the reasonable judgment of the Master Servicer
          or
          Servicer (or by the Trustee as successor to the Master Servicer), to be
          recoverable from collections or recoveries in respect of such Simple Interest
          Mortgage Loans.

         


        
          
            
            

          

          
            17

            
              

            

          

          
            
            

          

        


        Adverse
          REMIC Event:
          Either
          (i) the 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) the 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.

         

        Aggregate
          Expense Rate:
          With
          respect to any Mortgage Loan, the related Servicing Fee Rate.

         

        Aggregate
          Overcollateralization Release Amount:
          With
          respect to any Distribution Date, the lesser of (x) the aggregate of the
          Principal Remittance Amounts for each Mortgage Pool for such Distribution
          Date
          and (y) the amount, if any, by which (i) the Overcollateralization Amount
          for
          such date, calculated for this purpose on the basis of the assumption that
          100%
          of the aggregate of the Principal Remittance Amounts for such Distribution
          Date
          is applied on such date in reduction of the aggregate Certificate Principal
          Amount of the Certificates, exceeds (ii) the Targeted Overcollateralization
          Amount for such Distribution Date.

         

        Aggregate
          Pool Balance:
          As of
          any date of determination, the aggregate of the Pool Balances of Pool 1
          and Pool
          2 on such date.

         

        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.

         

        Anniversary
          Year:
          The
          one-year period beginning on the Closing Date and ending on the first
          anniversary thereof, and each subsequent one-year period beginning on the
          day
          after the end of the preceding Anniversary Year and ending on the next
          succeeding anniversary of the Closing Date.

         

        Applied
          Loss Amount:
          With
          respect to any Distribution Date, the amount, if any, by which (x) the
          aggregate
          Certificate Principal Amount of the LIBOR Certificates after giving effect
          to
          distributions of principal on such Distribution Date, but before giving
          effect
          to any application of the Applied Loss Amount with respect to such date,
          exceeds
          (y) the Aggregate Pool Balance for such Distribution Date.

         


        
          
            
            

          

          
            18

            
              

            

          

          
            
            

          

        


        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.

         

        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
          neither a Custodian nor the Trustee shall be responsible for determining
          whether
          any such assignment is in recordable form.

         

        Aurora:
          Aurora
          Loan Services LLC.

         

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

         

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

         

        B1
          Principal Distribution Amount:
          With
          respect to any Distribution Date on or after the Stepdown Date and as long
          as a
          Trigger Event is not in effect with respect to such Distribution Date,
          the
          amount, if any, by which (x) the sum of (i) the aggregate of the Class
          Principal
          Amounts of the Senior Certificates and the Class M1, Class M2, Class M3,
          Class
          M4, Class M5, Class M6, Class M7, Class M8 and Class M9 Certificates, in
          each
          case after giving effect to distributions on such Distribution Date and
          (ii) the
          Class Principal Amount of the Class B1 Certificates immediately prior to
          such
          Distribution Date exceeds (y) the B1 Target Amount.

         

        B1
          Target Amount:
          With
          respect to any Distribution Date, an amount equal to the lesser of (a)
          the
          product of (i) 95.30% and (ii) the Aggregate Pool Balance for such Distribution
          Date determined as of the last day of the related Collection Period and
          (b) the
          amount, if any, by which (i) the Aggregate Pool Balance for such Distribution
          Date determined as of the last day of the related Collection Period exceeds
          (ii)
          the Overcollateralization Floor.

         

        B2
          Principal Distribution Amount:
          With
          respect to any Distribution Date on or after the Stepdown Date and as long
          as a
          Trigger Event is not in effect with respect to such Distribution Date,
          the
          amount, if any, by which (x) the sum of (i) the aggregate of the Class
          Principal
          Amounts of the Senior Certificates and the Class M1, Class M2, Class M3,
          Class
          M4, Class M5, Class M6, Class M7, Class M8, Class M9 and Class B1 Certificates,
          in each case after giving effect to distributions on such Distribution
          Date and
          (ii) the Class Principal Amount of the Class B2 Certificates immediately
          prior
          to such Distribution Date exceeds (y) the B2 Target Amount.

         

        B2
          Target Amount:
          With
          respect to any Distribution Date, an amount equal to the lesser of (a)
          the
          product of (i) 97.20% and (ii) the Aggregate Pool Balance for such Distribution
          Date determined as of the last day of the related Collection Period and
          (b) the
          amount, if any, by which (i) the Aggregate Pool Balance for such Distribution
          Date determined as of the last day of the related Collection Period exceeds
          (ii)
          the Overcollateralization Floor.

         


        
          
            
            

          

          
            19

            
              

            

          

          
            
            

          

        


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

         

        Balloon
          Mortgage Loan:
          Any
          Mortgage Loan having an original term to maturity that is shorter than
          its
          amortization schedule, and a final Scheduled Payment that is disproportionately
          large in comparison to other Scheduled Payments.

         

        Balloon
          Payment:
          The
          final Scheduled Payment in respect of a Balloon Mortgage Loan.

         

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

         

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

         

        Bankruptcy
          Code:
          The
          United States Bankruptcy Code of 1986, as amended.

         

        Basis
          Risk Payment:
          With
          respect to any Distribution Date, the sum of (i) any Basis Risk Shortfall
          for
          such Distribution Date, (ii) any Unpaid Basis Risk Shortfall from previous
          Distribution Dates and (iii) any Required Reserve Fund Deposit for such
          Distribution Date. The amount of the Basis Risk Payment for any Distribution
          Date cannot exceed the amount of Monthly Excess Cashflow otherwise available
          for
          distribution pursuant to Section 5.02(f)(iv) of this Agreement. 

         

        Basis
          Risk Reserve Fund:
          A fund
          created as part of the Trust Fund pursuant to Section 5.06 of this Agreement
          but
          which is not an asset of any of the REMICs.

         

        Basis
          Risk Shortfall:
          With
          respect to any Distribution Date and any Class of LIBOR 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, Pool 2 Net Funds Cap or Subordinate Net Funds Cap, as applicable,
          for such date but subject to a cap equal to the applicable Maximum Interest
          Rate, exceeds the amount of interest calculated at the Pool 1 Net Funds
          Cap,
          Pool 2 Net Funds Cap or Subordinate Net Funds Cap, as applicable.

         

        Benefit
          Plan Opinion:
          An
          Opinion of Counsel satisfactory to the Depositor and the Trustee to the
          effect
          that any proposed transfer of Certificates will not (i) cause the assets
          of the
          Trust Fund to be regarded as plan assets for purposes of the Plan Asset
          Regulations or (ii) give rise to any fiduciary duty on the part of the
          Depositor
          or the Trustee, respectively.

         

        Bid
          Due Date:
          As
          defined in Section 7.01(d).

         

        Bid
          Holder:
          As
          defined in Section 7.01(d).

         

        Bid
          Month:
          As
          defined in Section 7.01(d).

         


        
          
            
            

          

          
            20

            
              

            

          

          
            
            

          

        


        Bid
          Price:
          As
          defined in Section 7.01(d).

         

        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, each Class of LIBOR Certificates
          constitutes Book-Entry Certificates. 

         

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

         

        Cap
          Counterparty:
          The
          counterparty to the Supplemental Interest Trust under the Interest Rate
          Cap
          Agreement, and any successor in interest or assigns. Initially, the Cap
          Counterparty shall be Lehman Brothers Special Financing Inc.

         

        Cap
          Replacement Receipts:
          As
          defined in Section 5.09(b).

         

        Cap
          Replacement Receipts Account:
          As
          defined in Section 5.09(b).

         

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

         

        Cap
          Termination Receipts:
          As
          defined in Section 5.09(b).

         

        Cap
          Termination Receipts Account:
          As
          defined in Section 5.09(b).

         

        Call
          Option Holder:
          At any
          date of determination, each holder of any NIM Residual Securities (if any
          such
          NIM Residual Securities have been issued and are outstanding), or if no
          NIM
          Securities are outstanding, each Holder of a Class X Certificate.

         

        Call
          Option Notice:
          As
          defined in Section 7.01(d).

         

        Carryforward
          Interest:
          With
          respect to any Class of LIBOR Certificates and any Distribution Date, the
          sum of
          (i) 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 (ii) interest on such amount
          for
          the related Accrual Period at the applicable Certificate Interest
          Rate.

         


        
          
            
            

          

          
            21

            
              

            

          

          
            
            

          

        


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

         

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

         

        Certificate
          Interest Rate:
          With
          respect to each Class of Certificates and any Distribution Date, the applicable
          per annum rate set forth or described under the heading “The Certificates” in
          the Preliminary Statement hereto.

         

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

         

        Certificate
          Principal Amount:
          With
          respect to any LIBOR Certificate, the initial Certificate Principal Amount
          thereof on the Closing Date, less the amount of all principal distributions
          previously distributed with respect to such Certificate and, in the case
          of the
          Subordinate Certificates, any Applied Loss Amount previously allocated
          to such
          Certificate; provided,
          however,
          that on
          each Distribution Date on which a Subsequent Recovery is distributed, the
          Certificate Principal Amount of any Class of Subordinate Certificates whose
          Certificate Principal Amount has previously been reduced by application
          of
          Applied Loss Amounts will be increased, sequentially, 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
          Certificateholders, after application for this purpose to any more senior
          Classes of Certificates. The Class X, Class R and Class LT-R Certificates
          are
          issued without Certificate Principal Amounts. The Class P Certificates
          are
          issued with an initial Class P Principal Amount of $100.

        


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

         

        Certificateholder:
          The
          meaning provided in the definition of “Holder.”

         

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

         

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

         

        Civil
          Relief Act:
          The
          Servicemembers Civil Relief Act, as amended, or any similar state or local
          statute.

         

        Class:
          All
          Certificates, in the case of REMIC 4, all interests bearing the same class
          designation, and, in the case of REMIC 1, REMIC 2 and REMIC 3, all Lower
          Tier
          Interests, bearing the same class designation.

         


        
          
            
            

          

          
            22

            
              

            

          

          
            
            

          

        


        Class
          B Certificates:
          Collectively, the Class B1 and Class B2 Certificates.

         

        Class
          I Shortfalls:
          As
          defined in Section 10.01(n) hereof. For purposes of clarity, the Class
          I
          Shortfall for any Distribution Date shall equal the amount payable to the
          Swap
          Counterparty on such Distribution Date in excess of the amount payable
          on the
          Class LT4-I interest in the Upper Tier REMIC on such Distribution Date,
          all as
          further provided in Section 10.01(n) hereof.

         

        Class
          LT-R Certificate:
          Each
          Class LT-R 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 residual interest in REMIC
          1.

         

        Class
          M Certificates:
          Collectively, the Class M1, Class M2, Class M3, Class M4, Class M5, Class
          M6,
          Class M7, Class M8 and Class M9 Certificates.

         

        Class
          Notional Amount:
          Not
          applicable. 

         

        Class
          P Principal Amount:
          As of
          the Closing Date, $100.

         

        

          Class
            Principal Amount:
            With
            respect to any Class of LIBOR Certificates and any date of determination,
            the
            aggregate of the Certificate Principal Amounts of all Certificates of
            such Class
            on such date. With respect to the Class P
            Certificates,
            the
            Class
            P
            Principal Amount. With respect to the Class X,
            Class
            LT-R and Class R Certificates, zero. With respect to any Lower Tier Interest,
            the initial Class Principal Amount as shown or described in the table
            set forth
            in the Preliminary Statement to this Agreement for the issuing REMIC,
            as reduced
            by principal distributed with respect to such Lower Tier Interest and
            Realized
            Losses allocated to such Lower Tier Interest. 

        

         

        Class
          R Certificate:
          Each
          Class R 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 Class LT2-R Interest, Class LT3-R Interest
          and the residual interest in the Upper Tier REMIC.

         

        Class
          X Distributable Amount:
          With
          respect to any Distribution Date, the amount of interest that has accrued
          on the
          Class X Notional Balance, as described in the Preliminary Statement, but
          that
          has not been distributed prior to such date. In addition, such amount shall
          include the initial Overcollateralization Amount of $8,987,637.76 ($8,987,737.76
          less $100 of such amount allocated to the Class P Certificates) to the
          extent
          such amount has not been distributed on an earlier Distribution Date as
          part of
          the Aggregate Overcollateralization Release Amount.

         


        
          
            
            

          

          
            23

            
              

            

          

          
            
            

          

        


        Class
          X Notional Balance:
          With
          respect to any Distribution Date (and the related Accrual Period) the aggregate
          principal balance of the regular interests in REMIC 3 (other than Class
          LT3-IO)
          as specified in the Preliminary Statement hereto.

         

        Clearing
          Agency:
          An
          organization registered as a “clearing agency” pursuant to Section 17A of the
          Exchange Act. 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 Luxembourg, 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:
          The
          account maintained by the Trustee in accordance with the provisions of
          Section
          5.07(c). 

         

        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
          United States 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 (solely in its capacity
          as master
          servicer) shall not be responsible for making any Compensating Interest
          Payment.

         

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

         

        Conventional
          Loan:
          A
          Mortgage Loan that is not insured by the United States Federal Housing
          Administration or guaranteed by the United States Department of Veterans
          Affairs.

         

        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.

         


        
          
            
            

          

          
            24

            
              

            

          

          
            
            

          

        


        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:
          The
          principal corporate trust office of the Trustee at which, at any particular
          time, its corporate trust business with respect to this Agreement shall
          be
          administered, which office at the date hereof is located at One Federal
          Street,
          3rd Floor, Boston, MA 02110, Attention: Structured Finance—SASCO 2007-BC2,
provided
          that for
          purposes of surrender of Certificates and final payment theron the Trustee’s
          Corporate Trust Office shall be 60 Livingston Avenue, St. Paul, MN 55107,
          Attention: Structured Finance—SASCO 2007-BC2.

         

        Corresponding
          Class:
          The
          Class of Certificates that corresponds to a Class of interests in REMIC
          3 or
          REMIC 4, as provided in the Preliminary Statement.

         

        Credit
          Risk Management Agreement:
          Each
          loan performance monitoring agreement dated as of the Closing Date, entered
          into
          by a Servicer and the Credit Risk Manager, identified on Exhibit L attached
          hereto.

         

        Credit
          Risk Manager:
          OfficeTiger Global Real Estate Services Inc., a Delaware corporation, and
          its
          successors and assigns. 

         

        Credit
          Risk Manager’s Fee:
          With
          respect to any Distribution Date and each Mortgage Loan, an amount equal
          to the
          product of (a) one twelfth, (b) the Credit Risk Manager’s Fee Rate and (c) the
          Scheduled Principal Balance of such Mortgage Loan as of the first day of
          the
          related Collection Period, provided,
          however,
          that
          such amount shall not be less than $1,500.00 on each Distribution
          Date.

         

        Credit
          Risk Manager’s Fee Rate:
          0.010%
          per annum.

         


        
          
            
            

          

          
            25

            
              

            

          

          
            
            

          

        


        Credit
          Support Annex:
          The
          credit support annex to the Swap Agreement and the Interest Rate Cap Agreement
          dated as of February 28, 2007, between the Trustee, on behalf of the
          Supplemental Interest Trust, the Swap Counterparty and the Cap
          Counterparty.

         

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

         

        
          	
                  Distribution
                    Date

                	
                  Loss
                    Percentage

                
	 	 
	
                  March
                    2009 to February 2010

                	
                  1.20%
                    for the first month, plus
                    an
                    additional 1/12th
                    of
                    1.50% for each month thereafter

                
	 	 
	
                  March
                    2010 to February 2011

                	
                  2.70%
                    for the first month, plus
                    an
                    additional 1/12th
                    of
                    1.50% for each month thereafter

                
	 	 
	
                  March
                    2011 to February 2012

                	
                  4.20%
                    for the first month, plus
                    an
                    additional 1/12th
                    of
                    1.25% for each month thereafter

                
	 	 
	
                  March
                    2012 to February 2013

                	
                  5.45%
                    for the first month, plus
                    an
                    additional 1/12th
                    of
                    0.70% for each month thereafter

                
	 	 
	
                  March
                    2013 and thereafter

                	
                  6.15%

                
	 	 


        

        Current
          Interest:
          With
          respect to any Class of LIBOR 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
          Account:
          Any
          custodial account (other than an Escrow Account) established and maintained
          by a
          Servicer pursuant to the related Servicing Agreement.

         

        Custodial
          Agreement:
          Each
          custodial agreement identified on Exhibit K hereto and any custodial agreement
          subsequently executed by the Trustee and acknowledged by the Master Servicer
          substantially in the form thereof.

         

        Custodial
          Compensation:
          With
          respect to U.S. Bank National Association, Wells Fargo Bank, N.A. and LaSalle
          Bank National Association, and in their respective capacities as a Custodian,
          the fees and expenses required to be paid by the Trustee as described in
          the
          applicable Custodial Agreement.

         

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

         

        Cut-off
          Date:
          February 1, 2007.

         

        Cut-off
          Date Balance:
          The
          Aggregate Pool Balance as of the Cut-off Date.

         


        
          
            
            

          

          
            26

            
              

            

          

          
            
            

          

        


        DBRS:
          DBRS,
          Inc.

         

        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, or
          in
          connection with, any proceeding under Bankruptcy law or any similar
          proceeding.

         

        Defaulting
          Party:
          As
          defined in the Swap Agreement.

         

        Deferred
          Amount:
          With
          respect to any Distribution Date and each Class of the Subordinate Certificates,
          the amount by which (x) the aggregate of Applied Loss Amounts previously
          applied
          in reduction of the Class Principal Amount thereof exceeds (y) the sum
          of (1)
          the aggregate of amounts previously reimbursed in respect thereof and (2)
          the
          amount by which the Class Principal Amount of such Class has been increased
          due
          to any Subsequent Recovery.

         

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

         

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

         

        Delinquency
          Event:
          Any
          Distribution Date on which the Rolling Three Month Delinquency Rate as
          of the
          last day of the immediately preceding calendar month equals or exceeds
          41.75% of
          the Senior Enhancement Percentage for such Distribution Date.

         

        Delinquency
          Rate:
          With
          respect to any calendar month, the fraction, expressed as a percentage,
          the
          numerator of which is the aggregate outstanding principal balance of (i)
          all
          Mortgage Loans 60 days Delinquent or more (including all Mortgage Loans
          60 days
          Delinquent or more for which the Mortgagor has filed for bankruptcy after
          the
          Closing Date) and (ii) each Mortgage Loan in foreclosure and all REO Properties
          as of the close of business on the last day of such month, and the denominator
          of which is the Aggregate Pool Balance as of the close of business on the
          last
          day of such month.

         

        Delinquent:
          For
          reporting purposes, a Mortgage Loan is considered “delinquent” if a monthly
          payment has not been received by the close of business on the loan’s due date in
          the following month. For example, if a borrower failed to make a monthly
          payment
          due on December 1 by December 31, that mortgage loan would be considered
          less
          than 30 days delinquent in payment. If a borrower failed to make a monthly
          payment due on November 1 by December 31, that mortgage loan would be considered
          to be at least 30 but less than 60 days delinquent in payment. 

         

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

         

        Determination
          Date:
          With
          respect to each Distribution Date, the 18th day of the month in which such
          Distribution Date occurs, or, if such 18th day is not a Business Day, the
          next
          succeeding Business Day.

         


        
          
            
            

          

          
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        Disqualified
          Organization:
          A
“disqualified organization” as defined in Section 860E(e)(5) of the
          Code.

         

        Distressed
          Mortgage Loan:
          Any
          Mortgage Loan that at the date of determination is Delinquent in payment
          for a
          period of 90 days or more without giving effect to any grace period permitted
          by
          the related Mortgage Note or for which the applicable Servicer or the Trustee
          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.

         

        Distribution
          Date Statement:
          As
          defined in Section 4.03(a).

         

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

         

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

         

        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;

         


        
          
            
            

          

          
            28

            
              

            

          

          
            
            

          

        


        (iii) repurchase
          agreements collateralized by Direct Obligations or securities guaranteed
          by
          GNMA, FNMA or FHLMC with any registered broker/dealer subject to Securities
          Investor 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
          (a) one
          of the two highest short-term credit rating categories of S&P and Moody’s
          and (b) the highest short-term rating category of Fitch; 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 Pool 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 any 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, 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), (A) rated in the highest
          rating category by each Rating Agency rating such investment or (B) that
          would
          not adversely affect the then current rating assigned by each 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 U.S. Bank National Association (the “Bank”) in its
          capacity other than as Trustee, the Trustee, the Master Servicer, any NIMS
          Insurer or an affiliate thereof serves as an investment advisor, administrator,
          shareholder servicing agent, and/or custodian or subcustodian, notwithstanding
          that (x) the Bank, the Trustee, the Master Servicer, any NIMS Insurer or
          any
          affiliate thereof charges and collects fees and expenses from such funds
          for
          services rendered, (y) the Bank, the Trustee, the Master Servicer, any
          NIMS
          Insurer or any affiliate thereof charges and collects fees and expenses
          for
          services rendered pursuant to this Agreement, and (z) services performed
          for
          such funds and pursuant to this Agreement may converge at any time. The
          Trustee
          specifically authorizes the Bank or an affiliate thereof to charge and
          collect
          from the Trustee such fees as are collected from all investors in such
          funds for
          services rendered to such funds (but not to exceed investment earnings
          thereon);

         


        
          
            
            

          

          
            29

            
              

            

          

          
            
            

          

        


        provided,
          however,
          that 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, provided
          that any
          such investment will 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.

         

        ERISA-Qualifying
          Underwriting:
          A best
          efforts or firm commitment underwriting or private placement that meets
          the
          requirements of an Underwriter’s Exemption.

         

        ERISA-Restricted
          Certificate:
          Any
          Class B1, Class B2, Class P, Class X, Class R or Class LT-R Certificate,
          and any
          Offered Certificate which does not have a rating of BBB- or above, BBB
          (low) or
          above or Baa3 or above. 

         

        ERISA-Restricted
          Trust Certificate:
          Any
          Senior Certificate, Class M Certificate or Class B Certificate.

         

        Errors
          and Omission Insurance Policy:
          The
          errors or omission insurance policy required to be obtained by each Servicer
          satisfying the requirements of the related Servicing Agreement.

         

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

         

        Euroclear:
          Euroclear Bank, 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).

         

        Exchange
          Act:
          The
          Securities and 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.

         

        Excluded
          Trust Assets:
          As
          described in the Preliminary Statement. 

         


        
          
            
            

          

          
            30

            
              

            

          

          
            
            

          

        


        Fannie
          Mae or FNMA:
          Fannie
          Mae, f/k/a/ 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.

         

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

         

        Fidelity
          Bond:
          The
          fidelity bond required to be obtained by each Servicer satisfying the
          requirements of the related Servicing Agreement.

         

        Fieldstone:
          Fieldstone Mortgage Company.

         

        Final
          Maturity Reserve Account:
          The
          account created pursuant to Section 5.10 of this Agreement.

         

        Final
          Maturity Reserve Amount:
          For
          each Mortgage Pool and each Distribution Date on and after the Distribution
          Date
          in March 2017 up to and including the earlier of the Final Scheduled
          Distribution Date or the termination of the Trust Fund, if the aggregate
          Scheduled Principal Balance of the Mortgage Loans with forty-year original
          terms
          to maturity is greater than the amount set forth in Schedule C hereto,
          the
          lesser of (A) the product of (x) the Final Maturity Reserve Rate, (y) the
          aggregate outstanding principal balance of the Mortgage Loans with forty-year
          original terms to maturity in such Mortgage Pool for that Distribution
          Date and
          (z) a fraction, the numerator of which is the actual number of days in
          the
          related Accrual Period and the denominator of which is 360 and (B) the
          product
          of (a) the Final Maturity Reserve Shortfall for such Distribution Date
          and (b) a
          fraction, the numerator of which is the Pool Balance for
          the
          related Mortgage Pool for that Distribution Date
          and the
          denominator of which is the Aggregate Pool Balance for that Distribution
          Date.
          For (a) each Mortgage Pool and each Distribution Date prior to the
          Distribution Date in March 2017 or (b) each Distribution Date on and after
          the Distribution Date in March 2017 for which the aggregate Scheduled Principal
          Balance of the forty-year Mortgage Loans does not exceed the aggregate
          Scheduled
          Principal Balance in Schedule C hereto, zero. 

         

        Final
          Maturity Reserve Rate:
          An
          annual rate of 0.80%.

         

        Final
          Maturity Reserve Shortfall:
          For
          each Distribution Date, the lesser of (A) the excess of (i) the aggregate
          outstanding principal balance of the Mortgage Loans with forty-year original
          terms to maturity for that Distribution Date over (ii) the amounts on deposit
          in
          the Final Maturity Reserve Account or (B) the excess of (x) the aggregate
          Certificate Principal Amount of the Senior Certificates and the Subordinate
          Certificates after giving effect to distributions on such Distribution
          Date over
          (y) the amounts on deposit in the Final Maturity Reserve Account.

         

        Final
          Maturity Reserve Trust:
          The
          corpus of a trust created pursuant to Section 5.10 of this Agreement and
          designated as the “Final
          Maturity Reserve Trust”
          consisting of the Final Maturity Reserve Account, but which is not an asset
          of
          any REMIC.

         

        Final
          Scheduled Distribution Date:
          With
          respect to each Class of Certificates, the Distribution Date occurring
          in March
          2037.

         


        
          
            
            

          

          
            31

            
              

            

          

          
            
            

          

        


        Financial
          Intermediary:
          A
          broker, dealer, bank or other financial institution or other Person that
          clears
          through or maintains a custodial relationship with a Clearing Agency
          Participant.

        

          First
            Payment Default Mortgage Loan:
            Any
            Mortgage Loan (i) originated by Fieldstone or First
            Street
            in
            respect of which the related Mortgagor does not make both the first and
            second
            payment due to the Seller within the timeframe required under the related
            PPTLs,
            (ii) originated by the Bank as specified in Section 1.04(e) of the Mortgage
            Loan
            Sale Agreement in respect of which the related Mortgagor does not make
            both the
            first and second payment due to the Seller within the time frame required
            under
            such section or (iii) originated by the Bank specified in Section 1.04(e)
            of the
            Mortgage Loan Sale Agreement in respect of which the related Mortgagor
            does not
            make either the first or second payment due to the Seller within the
            time frame
            required under such section.

        

        

          First
            Street: First Street Financial, Inc.

           

        

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

         

        Fixed
          Rate Mortgage Loan:
          Any
          Mortgage Loan as to which the related Mortgage Note provides for a fixed
          rate of
          interest throughout the term of such Note.

         

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

         

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

         

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

        

          FPD
            Purchase Price:
            With
            respect to any First 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 to
            (but not including) the Due Date in the Collection Period immediately
            preceding
            the related Distribution Date.

        

         

        Freddie
          Mac or FHLMC:
          Freddie
          Mac, f/k/a 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.

         

        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.

         

        Group:
          The
          Group 1 Senior Certificates or the Group 2 Senior Certificates, as the
          context
          requires.

         


        
          
            
            

          

          
            32

            
              

            

          

          
            
            

          

        


        Group
          1 Senior Certificates:
          The
          Class A1 Certificates.

         

        Group
          2 Senior Certificates:
          Collectively, the Class A2, Class A3, Class A4 and Class A5
          Certificates.

         

        Holder
          or
Certificateholder:
          The
          registered owner of any Certificate as recorded on the books of the Certificate
          Registrar except that, solely for the purposes of taking any action or
          giving
          any consent pursuant to this Agreement, any Certificate registered in the
          name
          of the Depositor, the Trustee, the Master Servicer, any Servicer or the
          Credit
          Risk Manager or any Affiliate thereof shall be deemed not to be outstanding
          in
          determining whether the requisite percentage necessary to effect any such
          consent has been obtained, except that, in determining whether the Trustee
          shall
          be protected in relying upon any such consent, only Certificates which
          a
          Responsible Officer of the Trustee knows to be so owned shall be disregarded.
          The Trustee and any NIMS Insurer may request and conclusively rely on
          certifications by the Depositor, the Master Servicer, the applicable Servicer
          or
          the Credit Risk Manager in determining whether any Certificates are registered
          to an Affiliate of the Depositor, the Master Servicer, any Servicer or
          the
          Credit Risk Manager. After a Section 7.01(c) Purchase Event, other than
          in
          Sections 5.02(b) through (h) and 11.03(a) and (b) and, except in the case
          of the
          Class LT-R Certificates, Sections 3.03, 3.04, 3.05, 3.06, 3.07 and 3.09
          herein,
          all references in this Agreement to “Holder” or “Certificateholder” shall be
          deemed to be references to the LTURI-holder, as recorded on the books of
          the
          Certificate Registrar, as holder of the Lower Tier Uncertificated REMIC
          1
          Regular Interests.

         

        HomEq:
          HomEq
          Servicing, or any successor in interest.

         

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

         

        Independent:
          When
          used with respect to any Accountants, a Person who is “independent” within the
          meaning of Rule 2-01(b) of the 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, (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 and (d) is not
          a member
          of the immediate family of a Person defined in clause (b) or (c)
          above.

         

        Index:
          The
          index specified in the related Mortgage Note for calculation of the Mortgage
          Rate thereof.

         

        Initial
          LIBOR Rate:
          5.32000%.

         

        Initial
          Optional Termination Date:
          The
          first Distribution Date following the date on which the Aggregate Pool
          Balance
          is less than 10.00% of the Cut-off Date Balance.

         

        Initial
          Sale Date:
          The
          date on which the Mortgage Loan was sold by the Transferor to the Bank,
          as
          specified in the Mortgage Loan Schedule. 

         


        
          
            
            

          

          
            33

            
              

            

          

          
            
            

          

        


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

         

        Insurance
          Proceeds:
          Amounts
          paid by the insurer under any Insurance Policy, other than amounts (i)
          to cover
          expenses incurred by or on behalf of any Servicer or Master 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
          Rate Cap Account:
          The
          account created pursuant to Section 5.07(b).

         

        Interest
          Rate Cap Agreement:
          The
          interest rate cap agreement dated February 28, 2007 entered into by the
          Trustee
          on behalf of the Supplemental Interest Trust and the Cap Counterparty,
          which
          agreement provides for the monthly payment specified therein to the Trustee
          (for
          the benefit of the Certificateholders) commencing with the Distribution
          Date in
          April 2008 and ending on the Distribution Date in February 2012, by the
          Cap
          Counterparty, but subject to the conditions set forth therein together
          with any
          schedules, confirmations, Credit Support Annex or other agreements relating
          thereto, attached hereto as Exhibit N. 

         

        Interest
          Rate Cap Amount:
          With
          respect to each Distribution Date, the amount of any Interest Rate Cap
          Payment
          deposited into the Interest Rate Cap Account, and any investment earnings
          thereon.

         

        Interest
          Rate Cap Payment:
          With
          respect to each Distribution Date, any payment required to be made by the
          Cap
          Counterparty to the Supplemental Interest Trust pursuant to the terms of
          the
          Interest Rate Cap Agreement.

         

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

         

        Interest
          Remittance Amount:
          With
          respect to each Mortgage Pool and any Distribution Date, an amount equal
          to (a)
          the sum of (1) all interest collected (other than Payaheads and Prepayment
          Premiums) or advanced in respect of Scheduled Payments on the Mortgage
          Loans in
          such Mortgage Pool during the related Collection Period by the applicable
          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 such Mortgage Pool
          and (y)
          previously unreimbursed Advances due to the Servicers, the Master Servicer
          or
          the Trustee (solely in its capacity as successor master servicer) to the
          extent
          allocable to interest and the allocable portion of previously unreimbursed
          Servicing Advances with respect to such Mortgage Loans, (2) any amounts
          actually
          paid by the Servicers with respect to Prepayment Interest Shortfalls and
          any
          Compensating Interest Payments with respect to such Mortgage Loans and
          the
          related Prepayment Period, (3) the portion of any Purchase Price (or PPTL
          Purchase Price (excluding any PPTL Premium) (or FPD Purchase Price (excluding
          any FPD Premiums) payable with respect to a First Payment Default Mortgage
          Loan)
          or Substitution Amount paid with respect to such Mortgage Loans during
          the
          related Prepayment Period allocable to interest and (4) all Net Liquidation
          Proceeds, Insurance Proceeds, any Subsequent Recoveries and any other recoveries
          collected with respect to such Mortgage Loans during the related Prepayment
          Period, to the extent allocable to interest, for each Mortgage Pool,
as
          reduced by (b)
          the
          product of (i) the applicable Pool Percentage for such Distribution Date
          and
          (ii) any other costs, expenses or liabilities reimbursable to the Trustee,
          the Master Servicer, each Custodian and each Servicer to the extent provided
          in
          this Agreement, each Servicing Agreement and each Custodial Agreement;
          provided,
          however,
          that in
          the case of the Trustee, such reimbursable amounts to the Trustee payable
          from
          the Interest Remittance Amount and Principal Remittance Amount may not
          exceed
          $200,000 during any Anniversary Year. In the event that the Trustee incurs
          reimbursable amounts in excess of $200,000, it may seek reimbursement for
          such
          amounts in subsequent Anniversary Years, but in no event shall more than
          $200,000 be reimbursed to the Trustee per Anniversary Year. Notwithstanding
          the
          foregoing, costs and expenses incurred by the Trustee pursuant to Section
          6.14(a) in connection with any transfer of servicing shall be excluded
          from the
          $200,000 per Anniversary Year limit on reimbursable amounts. For the avoidance
          of doubt, (i) the Interest Remittance Amount available on each Swap Payment
          Date
          for distributions to the Swap Account shall be equal to the Interest Remittance
          Amount on the related Distribution Date and (ii) the Interest Remittance
          Amount
          for each Distribution Date shall be calculated without regard to any
          distributions to the Swap Account on the related Swap Payment Date.

         


        
          
            
            

          

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

         

        Latest
          Possible Maturity Date:
          The
          Distribution Date occurring in March 2042.

         

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

         

        LIBOR:
          (a)
          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.

         

        (b) 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 first
          from
          Reuters’ “page LIBOR 01,” or if such page is not available, then from
          Bloomberg’s page “BBAM.” If any 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.

         


        
          
            
            

          

          
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        (c) 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
          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
          Class A1, Class A2, Class A3, Class A4, Class A5, Class M1, Class M2, Class
          M3,
          Class M4, Class M5, Class M6, Class M7, Class M8, Class M9, Class B1 or
          Class B2
          Certificate.

         

        LIBOR
          Determination Date:
          The
          second LIBOR Business Day immediately preceding the commencement of each
          Accrual
          Period for any LIBOR Certificate.

         

        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 a Servicer in connection
          with the liquidation of any defaulted Mortgage Loan, if any, including,
          without
          limitation, foreclosure and rehabilitation expenses, legal expenses and
          unreimbursed amounts, if any, 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, payment in full, discounted payoff or otherwise, or the
          sale
          of the related Mortgaged Property if the Mortgaged Property is acquired
          in
          satisfaction of the Mortgage Loan, including any amounts remaining in the
          related Escrow Account.

         

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

         

        Lower
          Tier Interest:
          As
          described in the Preliminary Statement.

         

        Lower
          Tier REMIC 1 Uncertificated Regular Interests:
          Lower
          Tier Interests of REMIC 1 constituting regular interests held in uncertificated
          form pursuant to a Section 7.01(c) Purchase Event.

         

        LTURI-holder:
          The
          holder of Lower Tier REMIC 1 Uncertificated Regular Interests, which upon
          the
          occurrence of a Section 7.01(c) Purchase Event shall be the Master Servicer
          or
          its designee, and including any trustee in its capacity as trustee of any
          privately placed securitization.

         

        M3
          Principal Distribution Amount:
          With
          respect to any Distribution Date on or after the Stepdown Date and as long
          as a
          Trigger Event is not in effect with respect to such Distribution Date,
          the
          amount, if any, by which (x) the sum of (i) the aggregate Class Principal
          Amount
          of the Senior Certificates, in each case after giving effect to distributions
          on
          such Distribution Date and (ii) the aggregate Class Principal Amount of
          the
          Class M1, Class M2 and Class M3 Certificates immediately prior to such
          Distribution Date exceeds (y) the M3 Target Amount.

         


        
          
            
            

          

          
            36

            
              

            

          

          
            
            

          

        


        M3
          Target Amount:
          With
          respect to any Distribution Date, an amount equal to the lesser of (a)
          the
          product of (i) 79.70% and (ii) the Aggregate Pool Balance for such Distribution
          Date determined as of the last day of the related Collection Period and
          (b) the
          amount, if any, by which (i) the Aggregate Pool Balance for such Distribution
          Date determined as of the last day of the related Collection Period exceeds
          (ii)
          the Overcollateralization Floor.

         

        M4
          Principal Distribution Amount:
          With
          respect to any Distribution Date on or after the Stepdown Date and as long
          as a
          Trigger Event is not in effect with respect to such Distribution Date,
          the
          amount, if any, by which (x) the sum of (i) the aggregate Class Principal
          Amount
          of the Senior Certificates and the Class M1, Class M2 and Class M3 Certificates,
          in each case after giving effect to distributions on such Distribution
          Date and
          (ii) the Class Principal Amount of the Class M4 Certificates immediately
          prior
          to such Distribution Date exceeds (y) the M4 Target Amount.

         

        M4
          Target Amount:
          With
          respect to any Distribution Date, an amount equal to the lesser of (a)
          the
          product of (i) 82.60% and (ii) the Aggregate Pool Balance for such Distribution
          Date determined as of the last day of the related Collection Period and
          (b) the
          amount, if any, by which (i) the Aggregate Pool Balance for such Distribution
          Date determined as of the last day of the related Collection Period exceeds
          (ii)
          the Overcollateralization Floor.

         

        M5
          Principal Distribution Amount:
          With
          respect to any Distribution Date on or after the Stepdown Date and as long
          as a
          Trigger Event is not in effect with respect to such Distribution Date,
          the
          amount, if any, by which (x) the sum of (i) the aggregate Class Principal
          Amount
          of the Senior Certificates and the Class M1, Class M2, Class M3 and Class
          M4
          Certificates, in each case after giving effect to distributions on such
          Distribution Date and (ii) the Class Principal Amount of the Class M5
          Certificates immediately prior to such Distribution Date exceeds (y) the
          M5
          Target Amount.

         

        M5
          Target Amount:
          With
          respect to any Distribution Date, an amount equal to the lesser of (a)
          the
          product of (i) 85.20% and (ii) the Aggregate Pool Balance for such Distribution
          Date determined as of the last day of the related Collection Period and
          (b) the
          amount, if any, by which (i) the Aggregate Pool Balance for such Distribution
          Date determined as of the last day of the related Collection Period exceeds
          (ii)
          the Overcollateralization Floor.

         

        M6
          Principal Distribution Amount:
          With
          respect to any Distribution Date on or after the Stepdown Date and as long
          as a
          Trigger Event is not in effect with respect to such Distribution Date,
          the
          amount, if any, by which (x) the sum of (i) the aggregate Class Principal
          Amount
          of the Senior Certificates and the Class M1, Class M2, Class M3, Class
          M4 and
          Class M5 Certificates, in each case after giving effect to distributions
          on such
          Distribution Date and (ii) the Class Principal Amount of the Class M6
          Certificates immediately prior to such Distribution Date exceeds (y) the
          M6
          Target Amount.

         

        M6
          Target Amount:
          With
          respect to any Distribution Date, an amount equal to the lesser of (a)
          the
          product of (i) 87.10% and (ii) the Aggregate Pool Balance for such Distribution
          Date determined as of the last day of the related Collection Period and
          (b) the
          amount, if any, by which (i) the Aggregate Pool Balance for such Distribution
          Date determined as of the last day of the related Collection Period exceeds
          (ii)
          the Overcollateralization Floor.

         


        
          
            
            

          

          
            37

            
              

            

          

          
            
            

          

        


        M7
          Principal Distribution Amount:
          With
          respect to any Distribution Date on or after the Stepdown Date and as long
          as a
          Trigger Event is not in effect with respect to such Distribution Date,
          the
          amount, if any, by which (x) the sum of (i) the aggregate Class Principal
          Amount
          of the Senior Certificates and the Class M1, Class M2, Class M3, Class
          M4, Class
          M5 and Class M6 Certificates, in each case after giving effect to distributions
          on such Distribution Date and (ii) the Class Principal Amount of the Class
          M7
          Certificates immediately prior to such Distribution Date exceeds (y) the
          M7
          Target Amount.

         

        M7
          Target Amount:
          With
          respect to any Distribution Date, an amount equal to the lesser of (a)
          the
          product of (i) 89.20% and (ii) the Aggregate Pool Balance for such Distribution
          Date determined as of the last day of the related Collection Period and
          (b) the
          amount, if any, by which (i) the Aggregate Pool Balance for such Distribution
          Date determined as of the last day of the related Collection Period exceeds
          (ii)
          the Overcollateralization Floor.

         

        M8
          Principal Distribution Amount:
          With
          respect to any Distribution Date on or after the Stepdown Date and as long
          as a
          Trigger Event is not in effect with respect to such Distribution Date,
          the
          amount, if any, by which (x) the sum of (i) the aggregate Class Principal
          Amount
          of the Senior Certificates and the Class M1, Class M2, Class M3, Class
          M4, Class
          M5, Class M6 and Class M7 Certificates, in each case after giving effect
          to
          distributions on such Distribution Date and (ii) the Class Principal Amount
          of
          the Class M8 Certificates immediately prior to such Distribution Date exceeds
          (y) the M8 Target Amount.

         

        M8
          Target Amount:
          With
          respect to any Distribution Date, an amount equal to the lesser of (a)
          the
          product of (i) 90.90% and (ii) the Aggregate Pool Balance for such Distribution
          Date determined as of the last day of the related Collection Period and
          (b) the
          amount, if any, by which (i) the Aggregate Pool Balance for such Distribution
          Date determined as of the last day of the related Collection Period exceeds
          (ii)
          the Overcollateralization Floor.

         

        M9
          Principal Distribution Amount:
          With
          respect to any Distribution Date on or after the Stepdown Date and as long
          as a
          Trigger Event is not in effect with respect to such Distribution Date,
          the
          amount, if any, by which (x) the sum of (i) the aggregate of the Class
          Principal
          Amounts of the Senior Certificates and the Class M1, Class M2, Class M3,
          Class
          M4, Class M5, Class M6, Class M7 and Class M8 Certificates, in each case
          after
          giving effect to distributions on such Distribution Date and (ii) the Class
          Principal Amount of the Class M9 Certificates immediately prior to such
          Distribution Date exceeds (y) the M9 Target Amount.

         

        M9
          Target Amount:
          With
          respect to any Distribution Date, an amount equal to the lesser of (a)
          the
          product of (i) 92.90% and (ii) the Aggregate Pool Balance for such Distribution
          Date determined as of the last day of the related Collection Period and
          (b) the
          amount, if any, by which (i) the Aggregate Pool Balance for such Distribution
          Date determined as of the last day of the related Collection Period exceeds
          (ii)
          the Overcollateralization Floor.

         


        
          
            
            

          

          
            38

            
              

            

          

          
            
            

          

        


        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
          Servicer Remittance Date:
          With
          respect to each Distribution Date, two Business Days immediately preceding
          such
          Distribution Date. 

         

        Master
          Servicing Fee:
          As to
          any Distribution Date, an amount equal to 1/12th
          the
          product of (a) the Master Servicing Fee Rate and (b) the outstanding principal
          balance of each Mortgage Loan.

         

        Master
          Servicing Fee Rate:
          0.00%
          per annum.

         

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

         

        Maximum
          Interest Rate:
          The
          Pool 1 Maximum Interest Rate, the Pool 2 Maximum Interest Rate or the
          Subordinate Maximum Interest Rate, as applicable.

         

        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 nominee for the holder
          from
          time to time of the Mortgage Note.

        

          Monthly
            Excess Cashflow:
            For
            each Distribution Date, the aggregate of any remaining Interest Remittance
            Amount pursuant to Section 5.02(d)(v) for
            such
            date, any Principal Distribution Amount remaining pursuant

            to Section 5.02(e)(ii)(C), 5.02(e)(iii),
            5.02
            (e)(iv)(M)
            or
            5.02(e)(v)
            for
            such date, and any Aggregate Overcollateralization Release Amount for
            such
            date.

        

         

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

         

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

         

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

         

        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.

         

        Mortgage
          Loan Sale Agreement:
          The
          mortgage loan sale and assignment agreement dated as of February 1, 2007,
          for
          the sale of the Mortgage Loans by the Seller to the Depositor.

         


        
          
            
            

          

          
            39

            
              

            

          

          
            
            

          

        


        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.
          Such
          schedule shall set forth, among other things, the following information
          with
          respect to each Mortgage Loan: (i) the Mortgage Loan identifying number;
          (ii)
          the city, state and zip code of the Mortgaged Property; (iii) the original
          principal amount of the Mortgage Loan; (iv) the Mortgage Rate at origination;
          (v) the monthly payment of principal and interest at origination; (vi) the
          Mortgage Pool in which such Mortgage Loan is included; (vii) the applicable
          Servicer servicing such Mortgage Loan and the applicable Servicing Fee
          Rate;
          (viii) the applicable Custodian with respect to the Mortgage File related
          to
          such Mortgage Loan; (ix) whether such Mortgage Loan is subject to a Prepayment
          Premium for voluntary prepayments by the Mortgagor, the term during which
          such
          Prepayment Premiums are imposed and the methods of calculation of the Prepayment
          Premium; and (x) whether such Mortgage Loan is a Simple Interest 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:
          With
          respect to any Mortgage Loan, the per annum rate at which interest accrues
          on
          such Mortgage Loan, as determined under the related Mortgage Note as reduced
          by
          any Relief Act Reductions.

         

        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.

         

        Net
          Excess Spread:
          With
          respect to any Distribution Date, (A) the fraction, expressed as a percentage,
          the numerator of which is equal to the product of (i) the amount, if any,
          by
          which (a) the aggregate of the Interest Remittance Amounts for each Mortgage
          Pool for such Distribution Date (as reduced by the aggregate Credit Risk
          Manager’s Fee and the Final Maturity Reserve Amount) exceeds (b) the Current
          Interest payable with respect to the Certificates for such date and (ii)
          twelve,
          and the denominator of which is the Aggregate Pool Balance for such Distribution
          Date, multiplied
          by (B) a
          fraction, the numerator of which is thirty and the denominator of which
          is the
          greater of thirty and the actual number of days in the immediately preceding
          calendar month minus
          (C)
          the
          product, expressed as a percentage, of (i) the amount of any Net Swap Payment
          owed to the Swap Counterparty for such Distribution Date divided by the
          Aggregate Pool Balance as of the beginning of the related Collection Period
          and
          (ii) a fraction, the numerator of which is 360 and the denominator of which
          is
          the actual number of days in the Accrual Period related to such Distribution
          Date, plus
          (D)
          the
          product, expressed as a percentage, of (i) the sum of (a) the amount of
          any Net
          Swap Payment and (b) any Interest Rate Cap Payment received by the Supplemental
          Interest Trust for such Distribution Date divided by the Aggregate Pool
          Balance
          as of the beginning of the related Collection Period and (ii) a fraction,
          the
          numerator of which is 360 and the denominator of which is the actual number
          of
          days in the Accrual Period related to such Distribution Date. 

         


        
          
            
            

          

          
            40

            
              

            

          

          
            
            

          

        


        Net
          Funds Cap:
          The
          Pool 1 Net Funds Cap, the Pool 2 Net Funds Cap or the Subordinate Net Funds
          Cap,
          as the context requires.

         

        Net
          Liquidation Proceeds:
          With
          respect to any Liquidated Mortgage Loan, the related Liquidation Proceeds
          net of
          (i) unreimbursed expenses and (ii) any unreimbursed Advances, if any, 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
          Aggregate
          Expense Rate for such Mortgage Loan.

         

        Net
          Prepayment Interest Shortfall:
          With
          respect to any Master Servicer Remittance Date, the excess, if any, of
          any
          Prepayment Interest Shortfalls with respect to the Mortgage Loans for such
          date
          over any amounts paid with respect to such shortfalls by the Servicers
          pursuant
          to the Servicing Agreements.

         

        Net
          Simple Interest Excess:
          With
          respect to any Distribution Date, the excess, if any, of (a) the amount
          of the
          payments received by the Servicers and the Master Servicer in the related
          Collection Period allocable to interest in respect of Simple Interest Mortgage
          Loans, calculated in accordance with the Simple Interest Method, net of
          the
          related Servicing Fees, over (b) 30 days’ interest at the weighted average (by
          principal balance) of the Net Mortgage Rates of the Simple Interest Mortgage
          Loans as of the first day of the related Collection Period, as determined
          by the
          related Servicer, on the aggregate principal balance of such Simple Interest
          Mortgage Loans for such Distribution Date, carried to six decimal places,
          rounded down, and calculated on the basis of a 360-day year consisting
          of twelve
          30-day months. For this purpose, the amount of interest received in respect
          of
          the Simple Interest Mortgage Loans in any month shall be deemed (i) to
          include
          any Advances of interest made by the related Servicer, the Master Servicer
          or
          the Trustee (solely in its capacity as successor master servicer) in such
          month
          in respect of such Simple Interest Mortgage Loans and (ii) to be reduced
          by any
          amounts paid to the related Servicer, the Master Servicer or the Trustee
          (solely
          in its capacity as successor master servicer) in such month in reimbursement
          of
          Advances previously made by the Servicer, the Master Servicer or the Trustee
          (solely in its capacity as successor master servicer) in respect of such
          Simple
          Interest Mortgage Loans.

         

        Net
          Simple Interest Shortfall:
          With
          respect to any Distribution Date, the excess, if any, of (a) 30 days’ interest
          at the weighted average (by principal balance) of the Net Mortgage Rates
          of the
          Simple Interest Mortgage Loans as of the first day of the related Collection
          Period, as determined by the related Servicer, on the aggregate principal
          balance of such Simple Interest Mortgage Loans for such Distribution Date,
          carried to six decimal places, rounded down, and calculated on the basis
          of a
          360-day year consisting of twelve 30-day months, over (b) the amount of
          the
          payments received by the related Servicer or the Master Servicer in the
          related
          Collection Period allocable to interest in respect of such Simple Interest
          Mortgage Loans, calculated in accordance with the Simple Interest Method,
          net of
          the related Servicing Fees.

         


        
          
            
            

          

          
            41

            
              

            

          

          
            
            

          

        


        Net
          Swap Payment:
          With
          respect to each Swap Payment Date, the sum of (i) 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 (ii) 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 Rate:
          With
          respect to any Distribution Date (and the related Accrual Period), a per
          annum
          rate equal to the weighted average of the Net Mortgage Rates of the Mortgage
          Loans 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).

         

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

         

        NIM
          Residual Securities:
          Any
          preference shares, ownership certificate or other residual certificates
          issued
          in connection with any NIM Securities.

         

        NIM
          Securities:
          Any net
          interest margin notes (other than any NIM Residual Securities) issued by
          a trust
          or other special purpose entity, the principal assets of such trust including
          the Class P and Class X Certificates and the payments received thereon,
          which
          principal assets back such notes.

         

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

         

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

         

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

         

        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 a “United States person” within the meaning of Section
          7701(a)(30) of the Code.

         

        Notional
          Amount:
          Not
          applicable. 

         

        Notional
          Certificate:
          Not
          applicable.

         

        Offered
          Certificates:
          The
          Class A1, Class A2, Class A3, Class A4, Class A5, Class M1, Class M2, Class
          M3,
          Class M4, Class M5, Class M6, Class M7, Class M8 and Class M9
          Certificates.

         

        Offering
          Document:
          Each of
          the Prospectus and the Private Placement Memorandum.

         


        
          
            
            

          

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

         

        Opinion
          of Counsel:
          A
          written opinion of counsel, reasonably acceptable in form and substance
          to the
          Trustee, and which may be in-house or outside counsel to the Depositor,
          the
          Master Servicer or the Trustee 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.

         

        Original
          Mortgage Loan:
          As
          described in the Preliminary Statement. 

         

        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.

         

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

         

        Overcollateralization
          Deficiency:
          With
          respect to any Distribution Date, the amount, if any, by which (x) the
          Targeted
          Overcollateralization Amount for such Distribution Date exceeds (y) the
          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 LIBOR Certificates resulting from
          the
          distribution of the Principal Distribution Amount on such Distribution
          Date, but
          prior to allocation of any Applied Loss Amount on such Distribution
          Date.

         

        Overcollateralization
          Floor: An
          amount
          equal to $3,209,628.69 (which is approximately 0.50% of the Cut-off Date
          Balance).

         

        Payahead:
          With
          respect to any Mortgage Loan and any Due Date therefor, any Scheduled Payment
          received by the applicable Servicer during any Collection Period in addition
          to
          the Scheduled Payment due on such Due Date, intended by the related Mortgagor
          to
          be applied on a subsequent Due Date or Due Dates.

         

        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, its 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 LIBOR Certificate, the Percentage
          Interest evidenced thereby shall equal the Certificate Principal Amount
          thereof
          divided by the Class Principal Amount of all Certificates of the same Class.
          With respect to the Class X, Class P, Class R and Class LT-R Certificates,
          the
          Percentage Interest evidenced thereby shall be as specified on the face
          thereof,
          or otherwise be equal to 100%. 

         

         


        
          
            
            

          

          
            43

            
              

            

          

          
            
            

          

        


        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.

         

        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:
          An
          employee benefit plan or other retirement arrangement which is subject
          to
          Section 406 of ERISA and/or Section 4975 of the Code or any entity whose
          underlying assets include such plan’s or arrangement’s assets by reason of their
          investment in the entity.

         

        Plan
          Asset Regulations:
          The
          Department of Labor regulations set forth in 29 C.F.R. 2510.3-101.

         

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

         

        Pool
          1
          Maximum Interest Rate:
          For the
          Group 1 Senior Certificates, for each Distribution Date on or before the
          Distribution Date on which the aggregate Class Principal Amount of the
          Group 2
          Senior Certificates has been reduced to zero, an annual rate equal to (a)
          the
          product, expressed as a percentage, of (1) the amount, if any, by which
          the
          weighted average of the excess of the maximum “lifetime” Mortgage Rates, as
          specified in the related Mortgage Notes for the Pool 1 Mortgage Loans exceeds
          the applicable weighted average Aggregate Expense Rate and (2) 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; plus
          (b) the
          product, expressed as a percentage, of (1) the sum of (x) the amount of
          any Net
          Swap Payment owed by the Swap Counterparty on
          the
          related Swap Payment Date
          allocable to Pool 1 (based on the applicable Pool Percentage) and (y) any
          Interest Rate Cap Amount owed by the Cap Counterparty on the related Interest
          Rate Cap Payment Date allocable to Pool 1 (based on the applicable Pool
          Percentage) divided by the Pool Balance for Pool 1 as of the beginning
          of the
          related Collection Period and (2) a fraction, the numerator of which is
          360 and
          the denominator of which is the actual number of days in the Accrual Period
          related to such Distribution Date; minus
          (c) the
          product, expressed as a percentage, of (1) the sum of (x) the amount of
          any Net
          Swap Payment owed to the Swap Counterparty on the related Swap Payment
          Date
          allocable to Pool 1 (based on the applicable Pool Percentage) and (y) any
          Final
          Maturity Reserve Amount for Pool 1 for such Distribution Date divided by
          the
          Pool Balance for Pool 1 as of the beginning of the related Collection Period
          and
          (2) a fraction, the numerator of which is 360 and the denominator of which
          is
          the actual number of days in the Accrual Period related to such Distribution
          Date.

         

        Pool
          1
          Net Funds Cap:
          For the
          Group 1 Senior Certificates, and for each Distribution Date on or before
          the
          Distribution Date on which the aggregate Class Principal Amount of the
          Group 2
          Certificates has been reduced to zero, a per annum rate equal to (a) a
          fraction,
          expressed as a percentage, the numerator of which is the product of (1)
          the
          excess, if any, of (i) the Pool 1 Optimal Interest Remittance Amount for
          such
          date over (ii) the sum of (x) any Net Swap Payment or Swap Termination
          Payment
          (not due to a Swap Counterparty Trigger Event) owed to the Swap Counterparty
          on
          the related Swap Payment Date allocable to Pool 1 (based on the applicable
          Pool
          Percentage) and (y) any Final Maturity Reserve Amount for Pool 1 for such
          Distribution 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 (excluding
          for
          this purpose any Mortgage Loans in Pool 1 for which any Principal Prepayments
          in
          full have been deposited into the Collection Account and distributed therefrom
          in accordance with Section 5.02 during the month prior to such 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. 

         


        
          
            
            

          

          
            44

            
              

            

          

          
            
            

          

        


        Pool
          1
          Optimal Interest Remittance Amount:
          With
          respect to each Distribution Date, an amount equal to the product of (a)
          the
          quotient of (i) the weighted average of the Net Mortgage Rates of the Mortgage
          Loans in Pool 1 as of the first day of the related Collection Period, and
          (ii)
          12 and (b) the Pool Balance for Pool 1 as of the first day of the related
          Collection Period (excluding for purposes of clauses (a)(i) and (b) any
          Mortgage
          Loans in Pool 1 for which any Principal Prepayments in full have been deposited
          into the Collection Account and distributed therefrom in accordance with
          Section
          5.02 during the month prior to 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
          Maximum Interest Rate:
          For the
          Group 2 Senior Certificates, and for each Distribution Date on or before
          the
          Distribution Date on which the Class Principal Amount of the Group 1 Senior
          Certificates has been reduced to zero, an annual rate equal to (a) the
          product,
          expressed as a percentage, of (1) the amount, if any, by which the weighted
          average of the excess of the maximum “lifetime” Mortgage Rates, as specified in
          the related Mortgage Notes for the Pool 2 Mortgage Loans exceeds the applicable
          weighted average Aggregate Expense Rate and (2) 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; plus
          (b) the
          product, expressed as a percentage, of (1) the sum of (x) the amount of
          any Net
          Swap Payment owed by the Swap Counterparty on the related Swap Payment
          Date
          allocable to Pool 2 (based on the applicable Pool Percentage) and (y) any
          Interest Rate Cap Amount owed by the Cap Counterparty on the related Interest
          Rate Cap Payment Date allocable to Pool 2 (based on the applicable Pool
          Percentage) divided by the Pool Balance for Pool 2 as of the beginning
          of the
          related Collection Period and (2) a fraction, the numerator of which is
          360 and
          the denominator of which is the actual number of days in the Accrual Period
          related to such Distribution Date; minus
          (c) the
          product, expressed as a percentage, of (1) the sum of (x) the amount of
          any Net
          Swap Payment owed to the Swap Counterparty on the related Swap Payment
          Date
          allocable to Pool 2 (based on the applicable Pool Percentage) and (y) any
          Final
          Maturity Reserve Amount for Pool 2 for such Distribution Date divided by
          the
          Pool Balance for Pool 2 as of the beginning of the related Collection Period
          and
          (2) a fraction, the numerator of which is 360 and the denominator of which
          is
          the actual number of days in the Accrual Period related to such Distribution
          Date.

         


        
          
            
            

          

          
            45

            
              

            

          

          
            
            

          

        


        Pool
          2
          Net Funds Cap:
          For the
          Group 2 Senior Certificates, and for each Distribution Date on or before
          the
          Distribution Date on which the Class Principal Amount of the Group 1 Senior
          Certificates has been reduced to zero, a per annum rate equal to (a) a
          fraction,
          expressed as a percentage, the numerator of which is the product of (1)
          the
          excess, if any, of (i) the Pool 2 Optimal Interest Remittance Amount for
          such
          date over (ii) the sum of (x) any Net Swap Payment or Swap Termination
          Payment
          (not due to a Swap Counterparty Trigger Event) owed to the Swap Counterparty
          on
          the related Swap Payment Date allocable to Pool 2 (based on the applicable
          Pool
          Percentage) and (y) any Final Maturity Reserve Amount for Pool 2 for such
          Distribution Date and (2) 12, and the denominator of which is the Pool
          Balance
          for Pool 2 as of the first day of the related Collection Period (excluding
          for
          this purpose any Mortgage Loans in Pool 2 for which any Principal Prepayments
          in
          full have been deposited into the Collection Account and distributed therefrom
          in accordance with Section 5.02 during the month prior to such 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.

         

        Pool
          2
          Optimal Interest Remittance Amount:
          With
          respect to each Distribution Date, an amount equal to the product of (a)
          the
          quotient of (i) the weighted average of the Net Mortgage Rates of the Mortgage
          Loans in Pool 2 as of the first day of the related Collection Period, and
          (ii)
          12 and (b) the Pool Balance for Pool 2 as of the first day of the related
          Collection Period (excluding for purposes of clauses (a)(i) and (b) any
          Mortgage
          Loans in Pool 2 for which any Principal Prepayments in full have been deposited
          into the Collection Account and distributed therefrom in accordance with
          Section
          5.02 during the month prior to such Distribution Date).

         

        Pool
          Balance:
          With
          respect to each Mortgage Pool, the aggregate of the Scheduled Principal
          Balances
          of all Mortgage Loans in such Mortgage Pool at the date of
          determination.

         

        Pool
          Percentage:
          With
          respect to each Mortgage Pool and any Distribution Date, the fraction,
          expressed
          as a percentage, the numerator of which is the Pool Balance for such Mortgage
          Pool for such date and the denominator of which is the Aggregate Pool Balance
          for such date.

         

        Pool
          Subordinate Amount:
          As to
          each Mortgage Pool and any Distribution Date, the excess of the Pool Balance
          for
          such Mortgage Pool as of the first day of the immediately preceding Collection
          Period over (i) the Class Principal Amount of the Group 1 Senior Certificates
          (in the case of Pool 1) or (ii) the aggregate Class Principal Amounts of
          the
          Group 2 Senior Certificates (in the case of Pool 2) immediately prior to
          the
          related Distribution Date.

         

        PPTL
          Premium:
          With
          respect to any First Payment Default Mortgage Loan, the excess, if any,
          of the
          PPTL Purchase Price over the Purchase Price.

         

        
          PPTL
            Purchase Price:
            The
            purchase price paid for a First Payment Default Mortgage Loan which is
            required
            to be repurchased by Fieldstone
            or First
            Street
            pursuant
            to the related PPTL.

        

         

        
          PPTLs:
            With
            respect to any Mortgage Loan, each of the applicable purchase price and
            terms
            letters between (i) the Bank and Fieldstone and (ii) the Bank and First
            Street.
            

        


        
          
            
            

          

          
            46

            
              

            

          

          
            
            

          

        


        Prepayment
          Interest Shortfall:
          With
          respect to any full or partial Principal Prepayment of a Mortgage Loan,
          the
          excess, if any, of (i) one full month’s interest at the applicable Mortgage Rate
          (as reduced by the Servicing Fee, as applicable, in the case of Principal
          Prepayments in full) on the outstanding principal balance of such Mortgage
          Loan
          immediately prior to such prepayment over (ii) the amount of interest actually
          received with respect to such Mortgage Loan in connection with such Principal
          Prepayment.

        

          Prepayment
            Period:
            (a)
            With respect to any Distribution Date and any Principal Prepayment in
            part in
            respect of any Mortgage Loan serviced by a Servicer, the calendar month
            immediately preceding the month in which such Distribution Date occurs;
            with
            respect to any Principal Prepayment in full in respect of any Mortgage
            Loan
            serviced by HomEq, the period from the sixteenth (16th)
            day of
            the preceding calendar month through the fifteenth (15th)
            day of
            the calendar month in which the Distribution Date occurs (except in the
            case of
            the Distribution Date in March 2007, for which the related Prepayment
            Period
            will be the period from February 1, 2007 through March 15, 2007), (b)
            with
            respect to any Distribution Date and any Principal Prepayment in full
            in respect
            of any Mortgage Loan serviced by Aurora, the period from the seventeenth
            (17th)
            day of
            the preceding calendar month through the sixteenth (16th)
            day of
            the calendar month in which the Distribution Date occurs (except in the
            case of
            the Distribution Date in March 2007, for which the related Prepayment
            Period
            will be the period from February 1, 2007 through March 16, 2007) and
            (c) with
            respect to any Distribution Date and any Principal Prepayment in full
            in respect
            of any Mortgage Loan serviced by Wells Fargo, the period from the fourteenth
            (14th)
            day of
            the preceding calendar month through the thirteenth
            (13th)
            day of
            the calendar month in which the Distribution Date occurs (except in the
            case of
            the Distribution Date in March 2007, for which the related Prepayment
            Period
            will be the period from February 1, 2007 through March 13,
            2007).

        

         

        Prepayment
          Premiums:
          Any
          prepayment fees and penalties to be paid by the Mortgagor on a Mortgage
          Loan.

         

        Prime
          Rate:
          The
          prime rate of the United States money center commercial banks as published
          in
The
          Wall Street Journal.

         

        Principal
          Distribution Amount:
          With
          respect to each Mortgage Pool and any Distribution Date, an amount equal
          to the
          Principal Remittance Amount for such Mortgage Pool for such date minus
          the
          Aggregate Overcollateralization Release Amount, if any, allocable to such
          Mortgage Pool, for such Distribution Date (based on the applicable Senior
          Proportionate Percentage).

         

        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 related Servicing Agreement.

         

        Principal
          Remittance Amount:
          With
          respect to each Mortgage Pool and any Distribution Date, (a) the sum of
          (i) all
          principal collected (other than Payaheads and Prepayment Premiums) or advanced
          in respect of Scheduled Payments on the Mortgage Loans in such Mortgage
          Pool
          during the related Collection Period whether by the applicable Servicers,
          the
          Master Servicer or the Trustee (solely in its capacity as successor Master
          Servicer) (less unreimbursed Advances due to the Master Servicer, any Servicer
          or the Trustee with respect to the related Mortgage Loans, to the extent
          allocable to principal), (ii) all Principal Prepayments in full or in part
          received during the related Prepayment Period on the Mortgage Loans in
          such
          Mortgage Pool, (iii) the outstanding principal balance of each Mortgage
          Loan
          (excluding any FPD Premium) in such Mortgage Pool that was purchased from
          the
          Trust Fund by the Seller during the related Prepayment Period or the NIMS
          Insurer (in the case of certain Mortgage Loans 90 days or more delinquent)
          from
          such Mortgage Pool, (iv) the portion of the Purchase Price (or the PPTL
          Purchase
          Price (excluding any PPTL Premium) or FPD Purchase Price (excluding any
          FPD
          Premium) payable with respect to a First Payment Default Mortgage Loan)
          or the
          portion of any Substitution Amount paid with respect to any Deleted Mortgage
          Loan in such Mortgage Pool during the related Prepayment Period allocable
          to
          principal and (v) all Net Liquidation Proceeds, Insurance Proceeds, any
          Subsequent Recovery and other recoveries collected with respect to the
          Mortgage
          Loans in such Mortgage Pool during the related Prepayment Period, to the
          extent
          allocable to principal, as reduced by (b) to the extent not reimbursed
          from
          amounts otherwise allocable to interest, the related Pool Percentage for
          such
          date of any other costs, expenses or liabilities reimbursable to the Trustee,
          the Master Servicer, each Custodian and each Servicer to the extent provided
          in
          this Agreement, each Servicing Agreement and each Custodial Agreement and,
          with
          respect to the Trustee, to the extent the Interest Remittance Amount is
          less
          than amounts reimbursable to the Trustee pursuant to Section 4.04(b)(i),
          the
          product of (x) the applicable Pool Percentage for such Distribution Date
          and (y)
          any amounts reimbursable during the related Anniversary Year to the Trustee
          therefrom and not reimbursed from the Interest Remittance Amount, or otherwise;
          provided,
          however,
          that
          such reimbursable amounts from the Interest Remittance Amount and Principal
          Remittance Amount may not exceed $200,000 in the aggregate during any
          Anniversary Year. In the event that the Trustee incurs reimbursable amounts
          in
          excess of $200,000, it may seek reimbursement for such amounts in subsequent
          Anniversary Years, but in no event shall more than $200,000 be reimbursed
          to the
          Trustee per Anniversary Year. Notwithstanding the foregoing, costs and
          expenses
          incurred by the Trustee pursuant to Section 6.14(a) in connection with
          any
          transfer of servicing shall be excluded from the $200,000 per Anniversary
          Year
          limit on reimbursable amounts. For the avoidance of doubt, (i) the Principal
          Remittance Amount available on each Swap Payment Date for distributions
          to the
          Swap Account shall be equal to the Principal Remittance Amount on the related
          Distribution Date and (ii) the Principal Remittance Amount for each Distribution
          Date shall be calculated without regard to any distributions to the Swap
          Account
          on the related Swap Payment Date.

         


        
          
            
            

          

          
            47

            
              

            

          

          
            
            

          

        


        Private
          Placement Memorandum:
          The
          private placement memorandum dated February 26, 2007, relating to the Class
          B
          Certificates.

         

        Proceeding:
          Any
          suit in equity, action at law or other judicial or administrative
          proceeding.

         

        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 26, 2007, together with the accompanying
          prospectus dated February 20, 2007, relating to the Offered
          Certificates.

         


        
          
            
            

          

          
            48

            
              

            

          

          
            
            

          

        


        Purchase
          Price:
          With
          respect to the purchase of a Mortgage Loan or related REO Property 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 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; (c) the amount of any costs and damages incurred
          by
          the Trust Fund as a result of any violation of any applicable federal,
          state or
          local predatory- or abusive-lending law arising from or in connection with
          the
          origination of such Mortgage Loan; and (d) any unreimbursed Servicing Advances
          with respect to such Mortgage Loan. The Master Servicer, each Servicer,
          each
          Custodian (or the Trustee, if applicable) shall be reimbursed from the
          Purchase
          Price for any Mortgage Loan or related REO Property for any Advances made
          or
          other amounts advanced with respect to such Mortgage Loan that are reimbursable
          to the Master Servicer or such Servicer under this Agreement or the related
          Servicing Agreement (or to the Trustee, if applicable), together with any
          accrued and unpaid compensation due to the Master Servicer, any Servicer,
          each
          Custodian or the Trustee hereunder or thereunder.

         

        Purchaser
          Call Option Notice:
          As
          defined in Section 7.01(d).

         

        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:

         

        (i) 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;

         

        (ii) provide
          that the Trustee or Master Servicer, as applicable, may exercise all of
          the
          rights under such contract or surety bond without the necessity of taking
          any
          action by any other Person;

         

        (iii) 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 or Master Servicer, as
          applicable, 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; 

         

        (iv) provide
          that the interest of the Trustee or Master Servicer, as applicable, therein
          shall be transferable to any successor trustee or master servicer hereunder;
          and

         


        
          
            
            

          

          
            49

            
              

            

          

          
            
            

          

        


        (v) 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:
          An
          insurance company duly qualified as such under the laws of the states in
          which
          the related Mortgaged Properties are located, duly authorized and licensed
          in
          such states to transact the applicable insurance business and to write
          the
          insurance provided and whose claims paying ability is rated by each Rating
          Agency in its highest rating category or whose selection as an insurer
          will not
          adversely affect the ratings of the Certificates.

         

        Qualifying
          Substitute Mortgage Loan:
          In the
          case of a Mortgage Loan substituted for a Deleted Mortgage Loan pursuant
          to the
          terms of this Agreement, a Mortgage Loan that, on the date of such substitution,
          (i) has an outstanding Scheduled Principal Balance (or in the case of a
          substitution of more than one mortgage loan for a Deleted Mortgage Loan,
          an
          aggregate Scheduled Principal Balance), after application of all Scheduled
          Payments due during or prior to the month of substitution, not in excess
          of, and
          not more than 5% less than, the outstanding Scheduled Principal Balance
          of the
          Deleted Mortgage Loan as of the Due Date in the calendar month during which
          the
          substitution occurs, (ii) has a Mortgage Rate not less than the Mortgage
          Rate on
          the Deleted Mortgage Loan, (iii) if applicable, has a maximum Mortgage
          Rate not
          less than the maximum Mortgage Rate on the Deleted Mortgage Loan, (iv)
          if
          applicable, has a minimum Mortgage Rate not less than the minimum Mortgage
          Rate
          of the Deleted Mortgage Loan, (v) if applicable, has a gross margin equal
          to or
          greater than the gross margin of the Deleted Mortgage Loan, (vi) is not
          a
          Cooperative Loan unless the related Deleted Mortgage Loan was a Cooperative
          Loan, (vii) if applicable, has a next adjustment date not later than the
          next
          adjustment date on the Deleted Mortgage Loan, (viii) has the same Due Date
          as
          the Deleted Mortgage Loan, (ix) has a remaining stated term to maturity
          not
          longer than 18 months and not more than 18 months shorter than the remaining
          stated term to maturity of the related Deleted Mortgage Loan; provided,
          that
          in
          no case should such substitute Mortgage Loan have a maturity date later
          than the
          Final Scheduled Distribution Date; (x) is current as of the date of
          substitution, (xi) has a Loan-to-Value Ratio as of the date of substitution
          equal to or lower than the Loan-to-Value Ratio of the Deleted Mortgage
          Loan as
          of such date, (xii) has been underwritten by the Transferor in accordance
          with
          the same underwriting criteria and guidelines as the Deleted Mortgage Loan,
          (xiii) has a risk grading determined by the Seller at least equal to the
          risk
          grading assigned on the Deleted Mortgage Loan, (xiv) is secured by the same
          property type as the Deleted Mortgage Loan, (xv) conforms to each representation
          and warranty applicable to the Deleted Mortgage Loan made in the related
          Mortgage Loan Sale Agreement, (xvi) has the same or higher lien position
          as the
          Deleted Mortgage Loan, (xvii) contains provisions covering the payment
          of
          Prepayment Premium by the Mortgagor for early prepayment of the Mortgage
          Loan at
          least as favorable as the Deleted Mortgage Loan and (xviii) for any Mortgage
          Loan to be substituted into Pool 1, has an original Scheduled Principal
          Balance
          within the maximum dollar amount limitations prescribed by Fannie Mae for
          conforming one-to-four family first and second lien residential mortgaged
          properties. In the event that one or more mortgage loans are substituted
          for one
          or more Deleted Mortgage Loans, the amounts described in clause (i) hereof
          shall
          be determined on the basis of aggregate Scheduled Principal Balances, the
          Mortgage Rates described in clause (ii) hereof shall be determined on the
          basis
          of weighted average Mortgage Rates, the risk gradings described in clause
          (xiii)
          hereof shall be satisfied as to each such mortgage loan, the terms described
          in
          clause (ix) hereof shall be determined on the basis of weighted average
          remaining term to maturity; provided,
          that
          the
          stated maturity date of any Qualifying Substitute Mortgage Loan shall not
          be
          later than the Final Scheduled Distribution Date, the Loan-to-Value Ratios
          described in clause (xi) hereof shall be satisfied as to each such mortgage
          loan
          and, except to the extent otherwise provided in this sentence, the
          representations and warranties described in clause (xv) hereof must be
          satisfied
          as to each Qualifying Substitute Mortgage Loan or in the aggregate, as
          the case
          may be.

         


        
          
            
            

          

          
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        Rating
          Agency:
          Each of
          DBRS, Fitch, Moody’s and S&P.

         

        Realized
          Loss:
          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,
          minus
          (ii)
          Liquidation Proceeds received, to the extent allocable to principal, net
          of
          amounts that are reimbursable therefrom to the Master Servicer or any Servicer
          with respect to such Mortgage Loan (other than Advances of principal) including
          expenses of liquidation. In determining whether a Realized Loss is a Realized
          Loss of 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 Class of Book-Entry Certificates and any Distribution Date,
          the
          close of business on the Business Day immediately preceding such Distribution
          Date. With respect to any Class of Definitive Certificates and any Distribution
          Date, the last Business Day of the month immediately preceding the month
          in
          which the Distribution Date occurs (or, in the case of the first Distribution
          Date, the Closing Date).

         

        Regular
          Interests Purchase Option:
          As
          defined in Section 7.01(c).

         

        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 be provided by the Commission or its staff from time
          to
          time.

         

        Regulation
          S:
          Regulation S promulgated under the Securities 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(d).

         

        Related
          Senior Principal Distribution Amount:
          For
          each Mortgage Pool and any Distribution Date on or after the Stepdown Date
          and
          for as long as a Trigger Event is not in effect, an amount equal to the
          lesser
          of (x) the Class Principal Amount of the Group 1 Senior Certificates (with
          respect to Pool 1) or the aggregate Class Principal Amounts of the Group
          2
          Senior Certificates (with respect to Pool 2) immediately prior to such
          date and
          (y) the product of (a) the Senior Principal Distribution Amount and (b)
          the
          related Senior Proportionate Percentage, in each case for such
          date.

         


        
          
            
            

          

          
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        Related
          Senior Priority:
          With
          respect to each of Group 1 Senior Certificates and the Group 2 Senior
          Certificates, the priority of distribution on the Senior Certificates relating
          to such Groups as described in Sections 5.02(e)(i)(A)(3) and 5.02(e)(i)(B)(3),
          respectively.

         

        Relevant
          Servicing Criteria:
          The
          Servicing Criteria applicable to each party, as set forth on Exhibit S
          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 Paying Agent, the Trustee, the Credit Risk Manager, 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
          Civil
          Relief Act, any amount by which interest collectible on such Mortgage Loan
          for
          the Due Date in the related Collection 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
          pool of assets in the Trust Fund designated as a REMIC pursuant to the
          Preliminary Statement.

         

        REMIC
          1:
          As
          described in the Preliminary Statement.

         

        REMIC
          2:
          As
          described in the Preliminary Statement.

         

        REMIC
          3:
          As
          described in the Preliminary Statement.

         

        REMIC
          3 Net Funds Cap:
          For any
          Distribution Date (and the related Accrual Period) and any Class of
          Certificates, an amount equal to (i) the weighted average of the interest
          rates
          on the Lower Tier Interests in REMIC 3 (other than an interest-only regular
          interest), weighted in proportion to their Class Principal Amounts as of
          the
          beginning of the related Accrual Period, multiplied by (ii) an amount equal
          to
          (a) 30, divided by (b) the actual number of days in the Accrual
          Period.

         

        REMIC
          4:
          As
          described in the Preliminary Statement.

         

        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 product of: (i) the “Rate of Payment (%)” under the Swap Agreement for
          such Distribution Date, as set forth in Annex C-1 to the Prospectus Supplement,
          (ii) 2, and (iii) the quotient of (a) the actual number of days in the
          related
          Accrual Period divided by (b) 30.

         


        
          
            
            

          

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

         

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

         

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

         

        Required
          Reserve Fund Deposit:
          With
          respect to any Distribution Date on which the Net Excess Spread is less
          than
          0.25%, the amount, if any by which (a) the product of 1.00% and the Aggregate
          Pool Balance for such date exceeds (b) the amount on deposit in the Basis
          Risk
          Reserve Fund immediately prior to such date. With respect to any Distribution
          Date on which the Net Excess Spread is equal to or greater than 0.25%,
          the
          amount, if any, by which (i) $1,000 exceeds the amount on deposit in the
          Basis
          Risk Reserve Fund immediately prior to such date; provided,
          however,
          that on
          any Distribution Date on which the Class Principal Amount of each Class
          of
          Offered Certificates, Class B1 Certificates and Class B2 Certificates has
          been
          reduced to zero, the Required Reserve Fund Deposit shall be zero.

         

        Residual
          Certificate:
          Any
          Class R or Class LT-R Certificate.

         

        Responsible
          Officer or responsible officer:
          When
          used with respect to the Trustee (including in its capacity as Paying Agent),
          any vice president, assistant vice president, the secretary, any assistant
          secretary, or any officer, working in its Corporate Trust Office, or corporate
          trust group, as applicable, and having 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 B1, Class B2, Class P, Class X, Class R or Class LT-R
          Certificate.

         

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

         

        Rolling
          Three Month Delinquency Rate:
          With
          respect to any Distribution Date, the fraction, expressed as a percentage,
          equal
          to the average of the Delinquency Rates for each of the three (or one and
          two,
          in the case of the first and second Distribution Dates, respectively)
          immediately preceding calendar months.

         

        Rules:
          As
          defined in Section 6.20(c).

         

        S&P:
          Standard & Poor’s Ratings Services, 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).

         


        
          
            
            

          

          
            53

            
              

            

          

          
            
            

          

        


        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 Section 302 of 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.

         

        Scheduled
          Principal Balance:
          With
          respect to (i) any Mortgage Loan (other than a Simple Interest 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 Collection Period, whether or not received from the Mortgagor
          or
          advanced by any Servicer or the Master Servicer, and all amounts allocable
          to
          unscheduled principal payments (including Principal Prepayments, Liquidation
          Proceeds, Insurance Proceeds and condemnation proceeds, in each case to
          the
          extent identified and applied prior to or during the related Prepayment
          Period)
          and (ii) any REO Property as of any Distribution Date, the Scheduled Principal
          Balance of the related Mortgage Loan on the Due Date immediately preceding
          the
          date of acquisition of such REO Property by or on behalf of the Trustee
          (reduced
          by any amount applied as a reduction of principal on the Mortgage Loan).
          With
          respect to any Mortgage Loan as of the Cut-off Date, the principal balance
          of
          such Mortgage Loan as specified in the Mortgage Loan Schedule. The Scheduled
          Principal Balance of any Liquidated Mortgage Loan shall be zero. In the
          case of
          a Simple Interest Mortgage Loan, references herein to such Mortgage Loan’s
          Scheduled Principal Balance shall mean its actual unpaid principal balance.
          The
          actual unpaid principal balance of a Simple Interest Mortgage Loan with
          respect
          to any Distribution Date shall be determined by subtracting from such Mortgage
          Loan’s unpaid principal balance as of the end of the preceding Collection Period
          the amount of the borrower’s fixed monthly payment for the related Collection
          Period that is not allocated to the payment of interest applying the Simple
          Interest Method.

         

        Section
          7.01(c) Purchase Event:
          The
          purchase of all the Lower Tier REMIC 1 Uncertificated Regular
          Interests.

         

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

         

        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 Inc., or any successor in interest.

         


        
          
            
            

          

          
            54

            
              

            

          

          
            
            

          

        


        Seller
          Remittance Amount:
          With
          respect to each Servicer, the meaning assigned to such term in the related
          Servicing Agreement.

         

        Senior
          Certificate:
          Any
          Class A1, Class A2, Class A3, Class A4 or Class A5 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
          Subordinate Certificates and the 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 Trigger Event has occurred)
          and the
          denominator of which is the Aggregate Pool Balance for such Distribution
          Date,
          in each case after giving effect to distributions on such Distribution
          Date.

         

        Senior
          Principal Distribution Amount:
          With
          respect to any Distribution Date on or after the Stepdown Date and as long
          as a
          Trigger Event is not in effect with respect to such Distribution Date,
          the
          lesser of (x) the aggregate Principal Distribution Amount for both Mortgage
          Pools and (y) the amount, if any by which (A) the aggregate Class Principal
          Amount of the Senior Certificates immediately prior to such Distribution
          Date
          exceeds (B) the Senior Target Amount.

         

        Senior
          Proportionate Percentage:
          With
          respect to Pool 1 and any Distribution Date, the fraction, expressed as
          a
          percentage, the numerator of which is the Principal Remittance Amount for
          Pool 1
          for such Distribution Date and the denominator of which is the aggregate
          of the
          Principal Remittance Amounts for Pool 1 and Pool 2 for such Distribution
          Date.
          With respect to Pool 2 and any Distribution Date, the fraction, expressed
          as a
          percentage, the numerator of which is the Principal Remittance Amount for
          Pool 2
          for such Distribution Date and the denominator of which is the aggregate
          of the
          Principal Remittance Amounts for Pool 1 and Pool 2 for such Distribution
          Date.


        

          Senior
            Target Amount:
            With
            respect to any Distribution Date, an amount equal to the lesser of (a)
            the
            product of (i) 61.70%
            and
            (ii) the Aggregate Pool Balance for such Distribution Date determined
            as of the
            last day of the related Collection Period and (b) the amount, if any,
            by which
            (i) the Aggregate Pool Balance for such Distribution Date determined
            as of the
            last day of the related Collection Period exceeds (ii) the Overcollateralization
            Floor.

           

        

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

         

        Servicers:
          As of
          the Closing Date, HomEq, Wells Fargo and Aurora and any successors in interest.
          

         

        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.

         


        
          
            
            

          

          
            55

            
              

            

          

          
            
            

          

        


        Servicing
          Advances:
          All
          customary, reasonable and necessary “out of pocket” costs and expenses other
          than Advances (including reasonable attorneys’ fees and disbursements) incurred
          in the performance by a Servicer of its servicing obligations, including,
          but
          not limited to, the cost of (a) the preservation, inspection, restoration
          and
          protection of the Mortgaged Property, (b) any enforcement or administrative
          or
          judicial proceedings, including foreclosures, (c) the management and liquidation
          of the Mortgaged Property if the Mortgaged Property is acquired in satisfaction
          of the Mortgage, (d) taxes, assessments, water rates, sewer rents and other
          charges which are or may become a lien upon the Mortgaged Property and
          fire and
          hazard insurance coverage and (e) any losses sustained by a Servicer with
          respect to the liquidation of the Mortgaged Property.

         

        Servicing
          Agreement:
          Each
          servicing agreement, subservicing agreement or reconstituted servicing
          agreement
          identified on Exhibit E hereto, dated as of February 1, 2007, among the
          Seller,
          the Master Servicer and one of the above-named Servicers, and any other
          servicing agreement entered into between a successor servicer and the Seller
          pursuant to the terms of this Agreement. 

         

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

         

        Servicing
          Fee:
          As to
          any Distribution Date and each Mortgage Loan, an amount equal to the product
          of
          (a) one-twelfth of the Servicing Fee Rate and (b) the Scheduled Principal
          Balance of such Mortgage Loan as of the first day of the related Collection
          Period.

         

        Servicing
          Fee Rate:
          With
          respect to each Mortgage Loan, the rate specified in the related Servicing
          Agreement.

         

        Servicing
          Function Participant:
          Any
          Subservicer, Subcontractor or any other Person, other than each Servicer,
          each
          Custodian, the Master Servicer, the Paying Agent and the Trustee, 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 related Servicer involved in or responsible for, the
          administration and servicing of the Mortgage Loans whose name appears on
          a list
          of servicing officers furnished by the related Servicer to the Master Servicer
          or Seller upon request, as such list may from time to time be
          amended.

         

        Simple
          Interest Method:
          With
          respect to a Simple Interest Mortgage Loan, the method of allocating a
          payment
          to principal and interest, pursuant to which the portion of such payment
          that is
          allocated to interest is equal to the product of the applicable rate of
          interest
          multiplied by the unpaid principal balance multiplied by the period of
          time
          elapsed since the preceding payment of interest was made and divided by
          either
          360 or 365, as specified in the related Mortgage Note and the remainder
          of such
          payment is allocated to principal.

         


        
          
            
            

          

          
            56

            
              

            

          

          
            
            

          

        


        Simple
          Interest Mortgage Loan:
          Any
          Mortgage Loan specified as a “DSI Loan” in the Mortgage Loan Schedule attached
          hereto as Schedule A. As of the Closing Date, there are no Simple Interest
          Mortgage Loans included in the Trust Fund.

         

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

         

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

         

        Stepdown
          Date:
          The
          earlier of (i) the first Distribution Date following the Distribution Date
          on
          which the Class Principal Amounts of the Senior Certificates have each
          been
          reduced to zero or (ii) the later to occur of (x) the Distribution Date
          in March
          2010 and (y) the first Distribution Date on which the Senior Enhancement
          Percentage (calculated for this purpose after giving effect to payments
          or other
          recoveries in respect of the Mortgage Loans during the related Collection
          Period
          but before giving effect to distributions on the Certificates on such
          Distribution Date) is greater than or equal to 38.30%.

         

        Subcontractor:
          Any
          vendor, subcontractor or other Person 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 the direction or authority of the Paying Agent,
          the
          Trustee, the Master Servicer, a Custodian, a Servicer or the Credit Risk
          Manager.

         

        Subordinate
          Certificate:
          Any
          Class M Certificate or Class B Certificate.

         

        Subordinate
          Maximum Interest Rate:
          For (i)
          the Subordinate Certificates; (ii) the Group 1 Senior Certificates, with
          respect
          to each Distribution Date after the Distribution Date on which the aggregate
          Class Principal Amount of the Group 2 Senior Certificates has been reduced
          to
          zero; and (iii) the Group 2 Senior Certificates, with respect to each
          Distribution Date after the Distribution Date on which the Class Principal
          Amount of the Group 1 Senior Certificates has been reduced to zero; the
          weighted
          average of the Pool 1 Maximum Interest Rate and the Pool 2 Maximum Interest
          Rate
          for such Distribution Date, weighted on the basis of (i) in the case of
          any
          Distribution Date on or before the date on which the aggregate Class Principal
          Amount of the Senior Certificates relating to any Mortgage Pool has been
          reduced
          to zero, the Pool Subordinate Amount and (ii) for any Distribution Date
          thereafter, such weighting shall be on the basis of the Pool Balance of
          each
          Mortgage Pool.

         

        Subordinate
          Net Funds Cap:
          With
          respect to any Distribution Date, an amount equal to the weighted average
          of the
          Pool 1 Net Funds Cap and the Pool 2 Net Funds Cap, weighted on the basis
          of the
          Pool Subordinate Amount for each Mortgage Pool; provided,
          however,
          that on
          any Distribution Date after which the aggregate Class Principal Amount
          of the
          Senior Certificates relating to any Mortgage Pools has been reduced to
          zero,
          such weighting shall be on the basis of the Pool Balance of each Mortgage
          Pool.

         

        Subordinate
          Priority:
          To the
          Class M1, Class M2, Class M3, Class M4, Class M5, Class M6, Class M7, Class
          M8,
          Class M9, Class B1 and Class B2 Certificates, sequentially, in that
          order.

         


        
          
            
            

          

          
            57

            
              

            

          

          
            
            

          

        


        Subsequent
          Recovery:
          Any
          amount recovered by a Servicer or the Master Servicer with respect to a
          Liquidated Mortgage Loan with respect to which a Realized Loss was incurred
          after the liquidation or 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 Servicing functions required to be performed
          under this Agreement, any related Servicing Agreement or any subservicing
          agreement 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 5.07 of this Agreement and
          designated as the “Supplemental Interest Trust,” consisting of the Swap
          Agreement, the Swap Account, the Interest Rate Cap Agreement, the Interest
          Rate
          Cap Account, the right to receive the Class X Distributable Amount as provided
          in Section 5.02(f)(vi), the Class LT4-I interest in REMIC 4 and the right
          to
          receive Class I Shortfalls.

         

        Swap
          Account:
          The
          account created pursuant to Section 5.07(a) of this Agreement.

         

        Swap
          Agreement:
          The
          interest rate swap agreement dated February 28, 2007 entered into by the
          Trustee
          on behalf of the Supplemental Interest Trust and the Swap Counterparty,
          which
          agreement provides for, among other things, a Net Swap Payment to be paid
          pursuant to the conditions provided therein, together with any schedules,
          confirmations, Credit Support Annex or other agreements relating thereto,
          attached hereto as Exhibit O.

         

        Swap
          Amount:
          With
          respect to each Distribution Date and the related Swap Payment Date, the
          sum of
          any Net Swap Payment and any Swap Termination Payment deposited into the
          Swap
          Account, and any interest earnings thereon.

         

        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
          Lehman Brothers Special Financing Inc.

         

        Swap
          Counterparty Trigger Event:
          A Swap
          Counterparty Trigger Event shall have occurred if any of a Swap Default
          with
          respect to which the Swap Counterparty is a Defaulting Party, a Termination
          Event (other than a Termination Event of Illegality or Tax Event as such
          terms
          are defined in the Swap Agreement) with respect to which the Swap Counterparty
          is the sole Affected Party or an Additional Termination Event with respect
          to
          which the Swap Counterparty is the sole Affected Party has
          occurred.

         


        
          
            
            

          

          
            58

            
              

            

          

          
            
            

          

        


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

         

        Swap
          LIBOR:
          With
          respect to any Distribution Date and the related Swap Payment Date (and
          the
          Accrual Period relating to such Distribution Date), the product of (i)
          the
          Floating Rate Option (as defined in the Swap Agreement) for the related
          Swap
          Payment Date as calculated by the Swap Counterparty and furnished to the
          Trustee, (ii) two, and (iii) the quotient of (a) the actual number of days
          in
          the Accrual Period for the LIBOR Certificates and (b) 30.

         

        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
          Replacement Receipts:
          As
          defined in Section 5.09.

         

        Swap
          Replacement Receipts Account:
          As
          defined in Section 5.09.

         

        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.

         

        Swap
          Termination Receipts:
          As
          defined in Section 5.09.

         

        Swap
          Termination Receipts Account:
          As
          defined in Section 5.09.

         

        Target
          Amount:
          With
          respect to any Distribution Date, an amount equal to the Aggregate Pool
          Balance
          for such Distribution Date minus
          the
          Targeted Overcollateralization Amount for such Distribution Date.

         

        Targeted
          Overcollateralization Amount:
          For any
          Distribution Date prior to the Stepdown Date, an amount equal to $8,987,737.76
          (or approximately 1.40% of the Cut-off Date Balance). For any Distribution
          Date
          and provided a Trigger Event is not in effect, an amount equal to the greater
          of
          (i) the lesser of (a) $8,987,737.76 (or approximately 1.40% of the Cut-off
          Date
          Balance) and (b) 2.80% of the Aggregate Pool Balance after giving effect
          to
          distributions on such Distribution Date and (ii) the Overcollateralization
          Floor. With respect to any Distribution Date on or after the Stepdown Date
          and
          provided a Trigger Event is in effect, an amount equal to the Targeted
          Overcollateralization Amount for the immediately preceding Distribution
          Date.

         

        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 Reuters 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.

         


        
          
            
            

          

          
            59

            
              

            

          

          
            
            

          

        


        Termination
          Price:
          As
          defined in Section 7.01.

         

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

         

        Total
          Distribution Amount:
          With
          respect to any Distribution Date, the sum of (i) the aggregate of the Interest
          Remittance Amounts for such date; (ii) the aggregate of the Principal Remittance
          Amounts for such date; and (iii) all Prepayment Premiums collected during
          the
          related Prepayment Period. 

         

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

         

        Transferor:
          Each
          seller of Mortgage Loans to the Seller pursuant to the Transfer
          Agreements.

         

        Trigger
          Event:
          A
          Trigger Event shall have occurred with respect to any Distribution Date
          if
          either a Delinquency Event or a Cumulative Loss Trigger Event is in effect
          for
          such Distribution Date.

         

        Trust
          Fund:
          The
          corpus of the Structured Asset Securities Corporation Mortgage Loan Trust
          2007-BC2 created pursuant to this Agreement, consisting of the Mortgage
          Loans,
          the assignment of the Depositor’s rights under the Transfer Agreement, the
          Mortgage Loan Sale Agreement and each Servicing Agreement, such amounts
          as shall
          from time to time be held in the Collection Account, the Certificate Account,
          any Custodial Account and any Escrow Account, the Basis Risk Reserve Fund,
          the
          Insurance Policies, any REO Property and the other items referred to in,
          and
          conveyed to the Trustee under, Section 2.01(a).

         

        Trust
          Fund Termination Event:
          As
          defined in Section 7.01(a).

         

        Trustee:
          U.S.
          Bank National Association, not in its individual capacity but solely as
          Trustee,
          or any successor in interest, or if any successor trustee shall be appointed
          as
          herein provided, then such successor in interest or successor trustee,
          as the
          case may be.

         

        Trustee
          Fee:
          As to
          any Distribution Date, any investment earnings from amounts on deposit
          in the
          Certificate Account.

         

        UCC
          or
          Uniform Commercial Code:
          The
          Uniform Commercial Code as in effect in any applicable jurisdiction from
          time to
          time.

         

        Underwriter:
          Lehman
          Brothers Inc. 

         

        Underwriter’s
          Exemption:
          Prohibited Transaction Exemption 2002-41, 67 Fed. Reg. 54487 (2002), 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 LIBOR Certificate, the aggregate
          of all
          Basis Risk Shortfalls with respect to such Certificate remaining unpaid
          from
          previous Distribution Dates, plus interest accrued thereon for the related
          Accrual Period at the applicable Certificate Interest Rate (calculated
          without
          giving effect to the applicable Net Funds Cap) but limited to a rate no
          greater
          than the applicable Maximum Interest Rate.

         


        
          
            
            

          

          
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        Upper
          Tier REMIC:
          REMIC
          4.

         

        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, 97.00% of all Voting Interests
          shall be
          allocated to the LIBOR Certificates. Voting Interests shall be allocated
          among
          the Classes of LIBOR Certificates based on the product of (i) 97.00% and
          (ii)
          the fraction, expressed as a percentage, the numerator of which is the
          aggregate
          Class Principal Amount of all Certificates of that Class then outstanding
          and
          the denominator of which is the aggregate Class Principal Amount of all
          Certificates then outstanding. At all times during the term of this Agreement,
          1% of all Voting Interests shall be allocated to each of the Class P, Class
          R
          and Class X Certificates while they remain outstanding. Voting Interests
          shall
          be allocated among the other Classes of Certificates (and among the Certificates
          within each such Class) in proportion to their Class Principal Amounts
          (or
          Certificate Principal Amounts) or Percentage Interests. In the case of
          the
          purchase by the Master Servicer of the Lower Tier REMIC 1 Uncertificated
          Regular
          Interests pursuant to a Section 7.01(c) Purchase Event, the LTURI-holder
          shall
          be allocated 100% of the Voting Interests and upon such purchase any provision
          in this Agreement which requires a vote by, a direction or notice given
          by, an
          action taken by, a request in writing by or the consent of, any percentage
          of
          the Holders of the Certificates or any Class of Certificates may be exercised
          by
          the LTURI-holder.

         

        Wells
          Fargo:
          Wells
          Fargo Bank, N.A.

         

        
          	
                  Section
                    1.02.

                	
                  Calculations
                    Respecting Mortgage Loans. 

                


        

         

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

         

        
          	
                  Section
                    1.03.

                	
                  Calculations
                    Respecting Accrued Interest. 

                


        

         

        Accrued
          interest, if any, on any LIBOR Certificate shall be calculated based upon
          a
          360-day year and the actual number of days in each Accrual Period. Accrued
          interest on the Class X Certificate and any Class of Lower Tier Interest
          shall
          be calculated based upon a 360-day year consisting of twelve 30-day months.
          

         

         

         


        
          
            
            

          

          
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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.
          Such conveyance includes, without limitation, the right to all payments
          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 (exclusive
          of investment earnings thereon), any Custodial Accounts and all amounts
          from
          time to time credited to and the proceeds of the Custodial Accounts, any
          Escrow
          Account established pursuant to Section 9.06 and any Basis Risk Reserve
          Fund
          established pursuant to Section 5.06 and all amounts from time to time
          credited
          to and the proceeds of each such account, any REO Property and the proceeds
          thereof, the Depositor’s rights under any Insurance Policies related to the
          Mortgage Loans, the Depositor’s security interest in any collateral pledged to
          secure the Mortgage Loans, including the Mortgaged Properties and any Additional
          Collateral, and any proceeds of the foregoing, to have and to hold, in
          trust;
          and the Trustee declares that, subject to the review provided for in Section
          2.02, it has received and shall hold the Trust Fund, as trustee, in trust,
          for
          the benefit and use of the Holders of the Certificates and for the purposes
          and
          subject to the terms and conditions set forth in this Agreement, and,
          concurrently with such receipt, has caused to be executed, authenticated
          and
          delivered to or upon the order of the Depositor, in exchange for the Trust
          Fund,
          Certificates in the authorized denominations evidencing the entire ownership
          of
          the Trust Fund.

         

        Concurrently
          with the execution of this Agreement, the Swap Agreement and the 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 execute and deliver the Swap Agreement
          and the
          Interest Rate Cap Agreement (each on behalf of the Supplemental Interest
          Trust)
          for the benefit of, the Certificateholders. The Seller, the Master Servicer,
          the
          Depositor, the Servicers and the Certificateholders (by their acceptance
          of such
          Certificates) acknowledge and agree that the Trustee is executing and delivering
          the Swap Agreement and the Interest Rate Cap 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 swap agreement or interest rate cap agreement upon the expiration
          or termination of the Swap Agreement or the Interest Rate Cap
          Agreement.

         


        
          
            
            

          

          
            62

            
              

            

          

          
            
            

          

        


        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 each Servicing
          Agreement and each Transfer Agreement (including the rights to enforce
          the
          related Transferor’s obligation to repurchase First Payment Default Mortgage
          Loans pursuant to the related PPTLs), but only to the extent assigned under
          the
          Mortgage Loan Sale Agreement. The Trustee hereby accepts such assignment,
          and
          shall be entitled to exercise all the rights of the Depositor under the
          Mortgage
          Loan Sale Agreement as if, for such purpose, it were the Depositor.


         

        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 be (i)
          a
“High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective
          November 27, 2003, (ii) a “High-Cost Home Loan” as defined in the New Mexico
          Home Loan Protection Act effective January 1, 2004, (iii) a “High-Cost Home
          Mortgage Loan” as defined in the Massachusetts Predatory Home Loan Practices Act
          effective November 7, 2004 or (iv) a “High Cost Home Loan” as defined in the
          Indiana Home Loan Practices Act effective January 1, 2005.

         

        The
          foregoing sale, transfer, assignment, set-over, deposit and conveyance
          does not
          and is not intended to result in the 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
          Depositor shall have the right to receive any and all loan-level information
          regarding the characteristics and performance of the Mortgage Loans upon
          request, and to publish, disseminate or otherwise utilize such information
          in
          its discretion, subject to applicable laws and regulations.

         

        (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 applicable 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:

         

        (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) or with respect
          to
          any lost Mortgage Note, a lost note affidavit stating that the original
          Mortgage
          Note was lost, misplaced or destroyed, together with a copy of the related
          Mortgage Note;

         

        (ii) the
          original of any guarantee executed in connection with the Mortgage Note,
          assigned to the Trustee;

         

        (iii) with
          respect to any Mortgage Loan other than a Cooperative Loan, the original
          recorded Mortgage with evidence of recording indicated thereon and the
          original
          recorded power of attorney, with evidence of recording thereon. If, in
          connection with any Mortgage Loan, the Depositor cannot deliver the Mortgage
          or
          power of attorney 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 or
          power of
          attorney 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 or power of attorney, pending delivery
          of the original thereof, together with an Officer’s Certificate of the Depositor
          certifying that the copy of such Mortgage or power of attorney delivered
          to the
          Trustee (or the applicable Custodian) is a true copy and that the original
          of
          such Mortgage or power of attorney has been forwarded to the public recording
          office, or, in the case of a Mortgage or power of attorney 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 or power of attorney is not
          required to enforce the Trustee’s interest in the Mortgage Loan;

         


        
          
            
            

          

          
            63

            
              

            

          

          
            
            

          

        


        (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, an
          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
“U.S. Bank National Association, as Trustee of the Structured Asset Securities
          Corporation Mortgage Loan Trust 2007-BC2,” without recourse;

         

        (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 Transferor, or,
          in the
          case of an Intervening Assignment that has been lost, a written Opinion
          of
          Counsel acceptable to the Trustee and any NIMS Insurer that such original
          Intervening Assignment is not required to enforce the Trustee’s interest in the
          Mortgage Loan;

         

        (vii) with
          respect to any Mortgage Loan other than a Cooperative Loan, the original
          mortgagee title insurance policy (or, in lieu thereof, a commitment to
          issue
          such title insurance policy with an original or certified copy of such
          title
          insurance policy to follow as soon after the Closing Date as reasonably
          practicable) or attorney’s opinion of title and abstract of title; 

         

        (viii) 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;

         


        
          
            
            

          

          
            64

            
              

            

          

          
            
            

          

        


        (ix) with
          respect to any Cooperative Loan, the Cooperative Loan Documents;
          and

         

        (x) with
          respect to any manufactured housing contract, any related manufactured
          housing
          sales contract, installment loan agreement or participation
          interest.

         

        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.

         

        (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, on or prior to the Closing Date,
          the
          Depositor delivers, at its own expense, an Opinion of Counsel addressed
          to the
          Trustee (which must be Independent counsel) acceptable to the Trustee and
          the
          Rating Agencies, to the effect that recording in such states is not required
          to
          protect the Trustee’s interest in the related Non-MERS Mortgage Loans;
provided,
          further,
          that
          notwithstanding the delivery of any Opinion of Counsel, the Master Servicer
          shall direct the applicable Servicer to submit each Assignment of Mortgage
          for
          recording upon the occurrence of a bankruptcy, insolvency or foreclosure
          relating to the Mortgagor under the related Mortgage. Subject to the preceding
          sentence, as soon as practicable after the Closing Date (but in no event
          more
          than three months thereafter except to the extent delays are caused by
          the
          applicable recording office), the Master Servicer, at the expense of the
          Depositor and with the cooperation of the applicable Servicer, shall direct
          to
          be properly recorded by each 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 each Non-MERS Mortgage Loan.


         

         (ii) With
          respect to each MERS Mortgage Loan, the Master Servicer shall direct the
          applicable Servicer, at the expense of the Depositor, to take such actions
          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.
          With respect to each Cooperative Loan, the Master Servicer, at the expense
          of
          the Depositor and with the cooperation of the applicable Servicer, shall
          direct
          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.

         

        (d) In
          instances where a Title Insurance Policy is required to be delivered to
          the
          Trustee or the applicable Custodian on behalf of the Trustee under clause
          (b)(vii) 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.

         


        
          
            
            

          

          
            65

            
              

            

          

          
            
            

          

        


        (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 any NIMS Insurer and 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 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) The
          issuing entity is hereby named Structured Asset Securities Corporation
          Mortgage
          Loan Trust 2007-BC2.

         

        
          	
                  Section
                    2.02.

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

                


        

         

        (a) The
          Trustee, by execution and delivery hereof, acknowledges receipt by it or
          by the
          applicable Custodian on its behalf of 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 Depositor, the Master Servicer,
          the
          Trustee 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 Custodial
          Agreements as Exhibit B-1, as applicable).

         

        (b) Within
          45
          days after the Closing Date, the Trustee or the Custodians on behalf of
          the
          Trustee, will, for the benefit of Holders of the Certificates, review each
          Mortgage File to ascertain that all required documents set forth in Section
          2.01
          have been received and appear on their face to contain the requisite signatures
          by or on behalf of the respective parties thereto, and shall deliver to
          the
          Trustee, the Depositor, 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 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 Custodians on behalf of the Trustee, shall determine
          whether such 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 the Custodians shall have any responsibility
          for
          verifying the genuineness or the legal effectiveness of or authority for
          any
          signatures of or on behalf of any party or endorser.

         

        (c) If
          in the
          course of the review described in paragraph (b) above the Trustee or the
          applicable Custodian discovers any document or documents constituting a
          part of
          a Mortgage File that is missing, does not appear regular on its face
          (i.e.,
          is
          mutilated, damaged, defaced, torn or otherwise physically altered) or appears
          to
          be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule
          (each, a “Material Defect”), the Trustee, or the applicable Custodian on behalf
          of the Trustee, discovering such Material Defect shall promptly identify
          the
          Mortgage Loan to which such Material Defect relates in the Interim Certification
          delivered to the Depositor and the Master Servicer. Within 90 days of its
          receipt of such notice, the Transferor, or, if the Transferor does not
          do so,
          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 Transferor or the
          Depositor, as applicable, does not so cure such Material Defect, the Transferor,
          or, if the Transferor does not do so, the Depositor, 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 Trustee each 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.

         


        
          
            
            

          

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

         

        (e) Nothing
          in this Agreement shall be construed to constitute an assumption by the
          Trust
          Fund, the Trustee, any Custodian 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 Custodians shall perform the applicable
          review of the Mortgage Loans and respective certifications thereof as provided
          in this Section 2.02 and the Custodial Agreements. The Trustee, solely
          in its
          capacity as Trustee hereunder, is hereby authorized and directed by the
          Depositor to appoint the Custodians and to execute and deliver the Custodial
          Agreements.

         

        (g) Upon
          execution of this Agreement, the Depositor hereby delivers to the Trustee
          and
          the Trustee acknowledges a receipt of the Mortgage Loan Sale Agreement,
          each
          Servicing Agreement. The Depositor hereby directs the Trustee, solely in
          its
          capacity as Trustee hereunder, to execute and deliver, concurrently with
          the
          execution and delivery of this Agreement and each Servicing Agreement to
          which
          the Trustee is a party.

         


        
          
            
            

          

          
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                  Section
                    2.03.

                	
                  Representations
                    and Warranties of the Depositor.


                


        

         

        (a) The
          Depositor hereby represents and warrants to the Trustee, for the benefit
          of
          Certificateholders, the Master Servicer and any NIMS Insurer 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, the Master Servicer
          and the Credit Risk Manager, constitutes a valid and binding obligation
          of the
          Depositor enforceable against it in accordance with its terms except as
          such
          enforceability may be subject to (A) applicable bankruptcy and insolvency
          laws
          and other similar laws affecting the enforcement of the rights of creditors
          generally and (B) general principles of equity regardless of whether such
          enforcement is considered in a proceeding in equity or at law;

         

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

         

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

         


        
          
            
            

          

          
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        (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
          the
          Seller under the Mortgage Loan Sale Agreement, the only right or remedy
          of the
          Trustee, any Certificateholder or any NIMS Insurer hereunder shall be their
          rights to enforce the obligations of the applicable Transferor under any
          applicable representation or warranty made by it. The Trustee acknowledges
          that,
          except as otherwise provided in the Mortgage Loan Sale Agreement, the Seller
          shall not have any obligation or liability with respect to any breach of
          a
          representation or warranty made by it with respect to the Mortgage Loans
          sold by
          it if the fact, condition or event constituting such breach also constitutes
          a
          breach of a representation or warranty made by the applicable Transferor
          in the
          applicable Transfer Agreement, without regard to whether such Transferor
          fulfills its contractual obligations in respect of such representation
          or
          warranty. The Trustee further acknowledges that the Depositor shall have
          no
          obligation or liability with respect to any breach of any representation
          or
          warranty with respect to the Mortgage Loans (except as set forth in Section
          2.03(a)(vi)) under any circumstances. 

         

        
          	
                  Section
                    2.04.

                	
                  Discovery
                    of Breach. 

                


        

         

        It
          is
          understood and agreed that the representations and warranties (i) of the
          Depositor set forth in Section 2.03, (ii) of the Seller set forth in the
          Mortgage Loan Sale Agreement and assigned to the Depositor by the Seller
          under
          the Mortgage Loan Sale Agreement and to the Trustee by the Depositor hereunder
          and (iii) of each Transferor and of each Servicer assigned by the Seller
          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, 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 to the Trustee by the Depositor or given
          by any
          Transferor or the Seller and assigned to the Trustee, the Depositor, such
          Transferor or the Seller, 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 First Payment Default Mortgage Loan, the PPTL Purchase Price
          (excluding any PPTL Premium) or the FPD Purchase Price (excluding any FPD
          Premium)) or (c) within the two-year period following the Closing Date,
          substitute a Qualifying Substitute Mortgage Loan for the affected Mortgage
          Loan.
          Upon discovery by any of the Depositor, the Master Servicer or the Trustee
          of a
          breach of any representation and warranty of the Transferor assigned to
          the
          Trustee, the party discovering such breach shall give prompt written notice
          to
          the other parties and the Trustee shall enforce its rights under the Transfer
          Agreement and the Mortgage Loan Sale Agreement for the benefit of
          Certificateholders and any NIMS Insurer. As provided in the Mortgage Loan
          Sale
          Agreement, if the Transferor substitutes a mortgage loan for a Deleted
          Mortgage
          Loan pursuant to the Transfer Agreement and such substitute mortgage loan
          is not
          a Qualifying Substitute Mortgage Loan, then pursuant to the terms of the
          Mortgage Loan Sale Agreement the Seller will, in exchange for such substitute
          mortgage loan, (i) pay to the Trust Fund the applicable Purchase Price
          for the
          affected Mortgage Loan or (ii) within two years of the Closing Date,
          substitute a Qualifying Substitute Mortgage Loan.

         


        
          
            
            

          

          
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                  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 or by the Seller pursuant to the Mortgage Loan Sale Agreement
          or by
          the Transferor pursuant to the applicable Transfer Agreement, the principal
          portion of the funds (including the FPD Purchase Price (excluding any FPD
          Premium) or PPTL Purchase Price (excluding any PPTL Premium) in the case
          of any
          First Payment Default Mortgage Loan) received by the Trustee in respect
          of such
          repurchase of a Mortgage Loan will be considered a Principal Prepayment
          and the
          Purchase Price, FPD Purchase Price (excluding any FPD Premium) or PPTL
          Purchase
          Price (excluding any PPTL Premium), as applicable, shall be deposited in
          the
          Certificate Account. The Trustee (i) upon receipt of the full amount of
          the
          Purchase Price for a Deleted Mortgage Loan, (ii) upon receipt of a written
          certification from the Master Servicer that it has received the full amount
          of
          the Purchase Price for a Deleted Mortgage Loan and has deposited such amount
          in
          the Collection Account or (iii) upon receipt of notification from the applicable
          Custodian that it had 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 and reassign
          to the
          Depositor or the Seller, 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 related Servicer 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 NIMS Insurer 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, any NIMS Insurer and any Certificateholder may
          sustain
          in connection with any actions of such 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 Transferor
          or
          the Seller, 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
          granting language substantially comparable to that set forth in the first
          paragraph of 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 the applicable Servicer if required pursuant to Section 2.01(c),
          or
          (ii) with respect to a Qualifying Substitute Mortgage Loan that is a MERS
          Mortgage Loan, cause to be taken such actions 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).

         

        (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 any NIMS Insurer has received
          an
          Opinion of Counsel addressed to the Trustee (at the expense of the party
          seeking
          to make the substitution) that, under current law, such substitution will
          not
          cause an Adverse REMIC Event.

         

        
          	
                  Section
                    2.06.

                	
                  Grant
                    Clause. 

                


        

         

        (a) 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: (1) the rights and obligations
          of the parties shall be established pursuant to the terms of this Agreement;
          (2)
          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 (or the aggregate principal balance of the Lower Tier REMIC
          1
          Uncertificated Regular Interests, if applicable) in all of the Depositor’s
          right, title and interest in, to and under, whether now owned or hereafter
          acquired, the Trust Fund, the Supplemental Interest Trust, the Final Maturity
          Reserve Trust and all proceeds of any and all property constituting the
          Trust
          Fund, the Supplemental Interest Trust and the Final Maturity Reserve Trust
          to
          secure payment of the Certificates or Lower Tier REMIC 1 Uncertificated
          Regular
          Interests, as applicable (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 (4) below); (3) this Agreement
          shall
          constitute a security agreement under applicable law; and (4) 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 (2) 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
          or
          Lower Tier REMIC 1 Uncertificated Regular Interests, as applicable, 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.

         


        
          
            
            

          

          
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        (b) The
          Depositor shall, to the extent consistent with this Agreement, take such
          reasonable actions as may be necessary to ensure that, if this Agreement
          were
          deemed to create a security interest in the Mortgage Loans and the other
          property described above, such security interest would be deemed to be
          a
          perfected security interest of first priority under applicable law and
          shall be
          maintained as such throughout the term of this Agreement. The Depositor
          shall,
          at its own expense, make all initial filings on or about the Closing Date
          and
          shall forward a copy of such filing or filings to the Trustee. Without
          limiting
          the generality of the foregoing, the Depositor shall prepare and forward
          for
          filing, or shall cause to be forwarded for filing, at the expense of the
          Depositor, all filings necessary to maintain the effectiveness of any original
          filings necessary under the relevant UCC to perfect the Trustee’s security
          interest in or lien on the Mortgage Loans, including without limitation
          (x)
          continuation statements, and (y) such other statements as may be occasioned
          by
          (1) any change of name of the Seller, the Depositor or the Trustee, (2)
          any
          change of location of the jurisdiction of organization of the Seller or
          the
          Depositor, (3) any transfer of any interest of the Seller or the Depositor
          in
          any Mortgage Loan or (4) any change under the relevant UCC or other applicable
          laws. Neither the Seller nor the Depositor shall organize under the law
          of any
          jurisdiction other than the State under which each is organized as of the
          Closing Date (whether changing its jurisdiction of organization or organizing
          under an additional jurisdiction) without giving 30 days prior written
          notice of
          such action to its immediate and intermediate transferee, including the
          Trustee.
          Before effecting such change, the Seller or the Depositor proposing to
          change
          its jurisdiction of organization shall prepare and file in the appropriate
          filing office any financing statements or other statements necessary to
          continue
          the perfection of the interests of its immediate and intermediate transferees,
          including the Trustee, in the Mortgage Loans. In connection with the
          transactions contemplated by this Agreement, each of the Seller and the
          Depositor authorizes its immediate or intermediate transferee to file in
          any
          filing office any initial financing statements, any amendments to financing
          statements, any continuation statements, or any other statements or filings
          described in this paragraph (b).

         


        
          
            
            

          

          
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        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 in the Percentage Interests, specified herein. Each Class of
          Book-Entry Certificates will be issued in the minimum denominations in
          Certificate Principal Amount specified in the Preliminary Statement hereto
          and
          in integral multiples of $1 in excess thereof. The Class P and Class X
          Certificates shall each be maintained in definitive, fully registered form
          in
          the minimum denomination specified in the Preliminary Statement hereto
          and in
          integral multiples of 1% in excess thereof. Each of the Class R and Class
          LT-R
          Certificate shall be issued as a single Certificate and maintained in
          definitive, fully registered form in a minimum denomination equal to 100%
          of the
          Percentage Interest of such Class. The Certificates may be issued in the
          form of
          typewritten certificates. 

         

        (b) The
          Certificates shall be executed by manual or facsimile signature on behalf
          of the
          Trustee by an authorized officer. Each Certificate shall, on original issue,
          be
          authenticated by the Trustee upon the order of the Depositor upon receipt
          by the
          Trustee (or the applicable Custodian) 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
          B Certificates offered and sold in reliance on the exemption from registration
          under Rule 144A under the Securities 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 The Depository Trust
          Company (“DTC”) and registered in the name of a nominee of DTC, duly executed
          and authenticated by the Trustee as hereinafter provided. The aggregate
          principal amounts of the Restricted Global Securities may from time to
          time be
          increased or decreased by adjustments made on the records of the Trustee
          or DTC
          or its nominee, as the case may be, as hereinafter provided.

         


        
          
            
            

          

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

         

        (e) The
          Class
          B Certificates sold to an “accredited investor” under Rule 501(a)(1), (2), (3)
          or (7) under the Securities Act shall be issued initially in the form of
          one or
          more Definitive Certificates.

         

        
          	
                  Section
                    3.02.

                	
                  Registration.
                    

                


        

         

        The
          Trustee is hereby appointed, and hereby accepts its appointment as, Certificate
          Registrar in respect of the Certificates (and, after a Section 7.01(c)
          Purchase
          Event, the Lower Tier REMIC 1 Uncertificated Regular Interests) and shall
          maintain books for the registration and for the transfer of Certificates
          (and,
          after a Section 7.01(c) Purchase Event, the Lower Tier REMIC 1 Uncertificated
          Regular Interests) (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 (and Lower Tier REMIC 1 Uncertificated
          Regular
          Interests, as the case may be) 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, any NIMS Insurer
          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.

         

        Upon
          the
          occurrence of a Section 7.01(c) Purchase Event, the Master Servicer shall
          provide the Trustee with written notice of the identity of any transferee
          of the
          Master Servicer’s interest in the Lower Tier REMIC 1 Uncertificated Regular
          Interests, which notice shall contain a certification that such transferee
          is a
          permitted LTURI-holder hereunder. The Lower Tier REMIC 1 Uncertificated
          Regular
          Interests may only be transferred in whole and not in part to no more than
          one
          LTURI-holder at a time who is either (1) an affiliate of the Master Servicer
          or
          (2) a trustee of a privately placed securitization. The Trustee and the
          Depositor shall treat the Person in whose name the Lower Tier REMIC 1
          Uncertificated Regular Interests are registered on the books of the Certificate
          Registrar as the LTURI-holder for all purposes hereunder.

         

        
          	
                  Section
                    3.03.

                	
                  Transfer
                    and Exchange of Certificates. 

                


        

         

        (a) A
          Certificate (other than a Book-Entry Certificate 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.

         


        
          
            
            

          

          
            74

            
              

            

          

          
            
            

          

        


        (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 the Authenticating Agent shall authenticate, date and deliver
          the
          Certificates which the Certificateholder making the exchange is entitled
          to
          receive.

         

        (c) By
          acceptance of a Restricted Certificate or a Regulation S Global Security,
          whether upon original issuance or subsequent transfer, each Holder of such
          a
          Certificate acknowledges the restrictions on the transfer of such Certificate
          set forth thereon and agrees that it will transfer such a Certificate only
          as
          provided herein. In addition, each Holder of a Regulation S Global Security
          shall be deemed to have represented and warranted to the Trustee, the
          Certificate Registrar and any of their respective successors that: (i)
          such
          Person is not a U.S. person within the meaning of Regulation S and was,
          at the
          time the buy order was originated, outside the United States and (ii) such
          Person understands that such Certificates have not been registered under
          the
          Securities Act, 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 Securities 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.

         


        
          
            
            

          

          
            75

            
              

            

          

          
            
            

          

        


        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 Securities Act) of the Depositor
          or
          the Placement Agent or (y) being made to a “qualified institutional buyer” (a
“QIB”) as defined in Rule 144A under the Securities Act by a transferor that
          has
          provided the Trustee 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 Securities Act, or to any Person all
          of the
          equity owners in which are such accredited investors, by a transferor who
          furnishes to the Trustee a letter of the transferee substantially in the
          form of
          Exhibit G hereto.

         

        (d) (i)
          No
          transfer of an ERISA-Restricted Certificate in the form of a Definitive
          Certificate shall be made to any Person unless the Trustee has received
          (A) a
          certificate substantially in the form of Exhibit H hereto (or Exhibit D-1,
          in
          the case of a Residual Certificate) from such transferee or (B) an Opinion
          of
          Counsel satisfactory to the Trustee, to the effect that the purchase and
          holding
          of such a Certificate will not constitute or result in prohibited transactions
          under Title I of ERISA or Section 4975 of the Code and will not subject
          the
          Trustee, the Master Servicer, any Servicer, any NIMS Insurer or the Depositor
          to
          any obligation in addition to those undertaken in the Agreement; provided,
          however,
          that the
          Trustee will not require such certificate or opinion in the event that,
          as a
          result of a change of law or otherwise, counsel satisfactory to the Trustee,
          has
          rendered an opinion to the effect that the purchase and holding of an
          ERISA-Restricted Certificate by a Plan or a Person that is purchasing or
          holding
          such a Certificate with the assets of a Plan will not constitute or result
          in a
          prohibited transaction under Title I of ERISA or Section 4975 of the Code.
          Each
          Transferee of an ERISA-Restricted Certificate that is a Book-Entry Certificate
          shall be deemed to have made the representations set forth in Exhibit H.
          The
          preparation and delivery of the certificate and opinions referred to above
          shall
          not be an expense of the Trust Fund, the Trustee, the Master Servicer,
          any NIMS
          Insurer or the Depositor.

         

        Notwithstanding
          the foregoing, no opinion or certificate shall be required for the initial
          issuance of the ERISA-Restricted Certificates. The Trustee shall have no
          obligation to monitor transfers of Book-Entry Certificates that are
          ERISA-Restricted Certificates and shall have no liability for transfers
          of such
          Certificates in violation of the transfer restrictions. The Trustee shall
          be
          under no liability to any Person for any registration of transfer of any
          ERISA-Restricted Certificate that is in fact not permitted by this Section
          3.03(d) or 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 Trustee in
          accordance with the foregoing requirements. The Trustee shall be entitled,
          but
          not obligated, to recover from any Holder of any ERISA-Restricted Certificate
          that was in fact a Plan or a Person acting on behalf of any such Plan any
          payments made on such ERISA-Restricted Certificate at and after either
          such
          time. Any such payments so recovered by the Trustee shall be paid and delivered
          by the Trustee to the last preceding Holder of such Certificate that is
          not such
          a Plan or Person acting on behalf of a Plan.

         


        
          
            
            

          

          
            76

            
              

            

          

          
            
            

          

        


        (ii) No
          transfer of an ERISA-Restricted Trust Certificate shall be made prior to
          the
          termination of the Swap Agreement, the Interest Rate Cap Agreement and
          the Final
          Maturity Reserve Trust, unless the Trustee shall have received a representation
          letter from the transferee of such Certificate, substantially in the form
          set
          forth in Exhibit H, to the effect that either (i) such transferee is neither
          a
          Plan nor a Person acting on behalf of any such Plan or using the assets
          of any
          such Plan to effect such transfer or (ii) the acquisition and holding of
          the
          ERISA-Restricted Trust Certificate are eligible for exemptive relief under
          the
          statutory exemption for nonfiduciary service providers under Section 408(b)(17)
          of ERISA and Section 4975(d)(20) of the Code, Prohibited Transaction Class
          Exemption (“PTCE”) 84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60 or PTCE 96-23 or
          some other applicable exemption. Notwithstanding anything else to the contrary
          herein, prior to the termination of the Swap Agreement, the Interest Rate
          Cap
          Agreement and the Final Maturity Reserve Trust, any purported transfer
          of an
          ERISA-Restricted Trust Certificate on behalf of a Plan without the delivery
          to
          the Trustee of a representation letter as described above shall be void
          and of
          no effect. If the ERISA-Restricted Trust Certificate is a Book-Entry
          Certificate, prior to the termination of the Swap Agreement, the Interest
          Rate
          Cap Agreement and the Final Maturity Reserve Trust, the transferee will
          be
          deemed to have made a representation as provided in clause (i) or (ii)
          of this
          paragraph, as applicable.

         

        If
          any
          ERISA-Restricted Trust Certificate, or any interest therein, is acquired
          or held
          in violation of the provisions of the preceding paragraph, 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. Any purported beneficial owner whose acquisition or holding of an
          ERISA-Restricted Trust Certificate, or interest therein, was effected in
          violation of the provisions of the preceding paragraph shall indemnify
          to the
          extent permitted by law and hold harmless the Depositor, the Trustee, any
          NIMS
          Insurer and the Master Servicer from and against any and all liabilities,
          claims, costs or expenses incurred by such parties as a result of such
          acquisition or holding.

         

        To
          the
          extent permitted under applicable law (including, but not limited to, ERISA),
          the Trustee shall be under no liability to any Person for any registration
          of
          transfer of any ERISA-Restricted Trust Certificate that is in fact not
          permitted
          by this Section 3.03(d)(ii) or 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 Trustee in accordance with the foregoing requirements.

         

        (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.

         


        
          
            
            

          

          
            77

            
              

            

          

          
            
            

          

        


        (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 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 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 or Certificate Registrar 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 a Non-Permitted
          Foreign Holder. Notwithstanding the registration in the Certificate Register
          of
          any transfer, sale, or other disposition of a Residual Certificate to a
          Disqualified Organization, an agent or nominee thereof, or Non-Permitted
          Foreign
          Holder, such registration shall be deemed to be of no legal force or effect
          whatsoever and such Disqualified Organization, agent or nominee thereof,
          or
          Non-Permitted Foreign Holder shall not be deemed to be a Certificateholder
          for
          any purpose hereunder, including, but not limited to, the receipt of
          distributions on such Residual Certificate. The Trustee shall not be 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 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, or an agent or nominee thereof, or Non-permitted
          Foreign Holder. The Trustee shall be entitled, but not obligated, to recover
          from any Holder of a Residual Certificate that was a Disqualified Organization,
          agent or nominee thereof, or Non-permitted Foreign Holder at the time it
          became
          a Holder or any subsequent time it became a Disqualified Organization,
          agent or
          nominee thereof, or Non-permitted Foreign Holder, all payments made on
          such
          Residual Certificate at and after either such times (and all costs and
          expenses,
          including but not limited to attorneys’ fees, incurred in connection therewith).
          Any payment (not including any such costs and expenses) so recovered by
          the
          Trustee shall be paid and delivered to the last preceding Holder of such
          Residual Certificate.

         

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

         


        
          
            
            

          

          
            78

            
              

            

          

          
            
            

          

        


        (g) Each
          Holder or Certificate Owner of a Restricted Certificate, ERISA-Restricted
          Certificate or Residual Certificate, or an interest therein, by such Holder’s or
          Owner’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 Class B Certificate 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).

         

        (A) Subject
          to clauses (B) and (C) of this Section 3.03(h), transfers of a Global Security
          representing any Class B Certificate 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.

         

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

         


        
          
            
            

          

          
            79

            
              

            

          

          
            
            

          

        


        (C) 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 Trustee, as Certificate Registrar, of (I)
          instructions from DTC directing the Trustee, as Certificate Registrar,
          to cause
          to be credited a beneficial interest in a Restricted Global Security in
          an
          amount equal to the beneficial interest in such Regulation S Global Security
          to
          be exchanged but not less than the minimum denomination applicable to such
          holder’s Certificates held through a Restricted Global Security, to be
          exchanged, such instructions to contain information regarding the participant
          account with DTC to be credited with such increase, and (II) a certificate
          in
          the form of Exhibit M-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 Securities Act and in accordance with any applicable securities laws
          of any
          State of the United States or any other jurisdiction, then the Trustee,
          as
          Certificate Registrar, will reduce the principal amount of the Regulation
          S
          Global Security and increase the principal amount of the Restricted Global
          Security by the aggregate principal amount of the beneficial interest in
          the
          Regulation S Global Security to be transferred and the Trustee, as Certificate
          Registrar, shall instruct DTC, concurrently with such reduction, to credit
          or
          cause to be credited to the account of the Person specified in such instructions
          a beneficial interest in the Restricted Global Security equal to the reduction
          in the principal amount of the Regulation S Global Security.

         

        (D) 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 Securities Act, as the
          case
          may be), and as may be from time to time adopted by the Trustee.

         

        (E) 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(l)(C).

         


        
          
            
            

          

          
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                  Section
                    3.04.

                	
                  Cancellation
                    of Certificates. 

                


        

         

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

         

        
          	
                  Section
                    3.05.

                	
                  Replacement
                    of Certificates. 

                


        

         

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

         

        
          	
                  Section
                    3.06.

                	
                  Persons
                    Deemed Owners. 

                


        

         

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

         

        
          	
                  Section
                    3.07.

                	
                  Temporary
                    Certificates. 

                


        

         

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

         

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

         


        
          
            
            

          

          
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                  Section
                    3.08.

                	
                  Appointment
                    of Paying Agent. 

                


        

         

        (a) The
          Trustee, subject to the consent of the NIMS Insurer, may appoint a Paying
          Agent
          (which may be the Trustee) 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 to be remitted
          to the
          Paying Agent on or before the Business Day prior to each Distribution Date,
          by
          wire transfer in immediately available funds, the funds to be distributed
          on
          such Distribution Date. Any Paying Agent shall be either a bank or trust
          company
          or otherwise authorized under law to exercise corporate trust powers. The
          initial Paying Agent shall be the Trustee. 

         

        (b) Any
          Paying Agent (if other than the Trustee) 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(d)(iv)
          and
          Section 9.25, and the related assessment of compliance and attestation
          shall
          cover, at a minimum, the elements of the servicing criteria applicable
          to the
          Paying Agent indicated in Exhibit S attached hereto. For so long as the
          Depositor is subject to Exchange Act reporting requirements with respect
          to the
          Trust, the Paying Agent (if other than the Trustee) shall give prior written
          notice to the Sponsor, the Master Servicer, the Trustee and the Depositor
          of the
          appointment of any Subcontractor by it and a written description (in form
          and
          substance reasonably satisfactory to the Sponsor and the Depositor) of
          the role
          and function of each Subcontractor utilized by the Paying Agent, as applicable,
          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.
          In
          addition, for so long as the Depositor is subject to Exchange Act reporting
          requirements with respect to the Trust, the Paying Agent (if other than
          the
          Trustee) shall notify the Sponsor, the Master Servicer, the Trustee 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 V hereto or any of
          their
          affiliates. On or before March 1st
          of each
          year, the Depositor shall furnish any change in the information in Exhibit
          V to
          the Paying Agent and the Trustee.

         


        
          
            
            

          

          
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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). 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. 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 Registrar, any NIMS
          Insurer 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.

         

        (c) If
          (i)
          (A) the Depositor advises the Trustee in writing that the Clearing Agency
          is no
          longer willing or able to discharge properly its responsibilities with
          respect
          to the Book-Entry Certificates, and (B) the Depositor is unable to locate
          a
          qualified successor or (ii) 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 any NIMS Insurer
          and shall notify or cause the Certificate Registrar to notify the Clearing
          Agency to effect notification to all Certificate Owners, through the Clearing
          Agency, of the occurrence of any such event and of the availability of
          Definitive Certificates to Certificate Owners requesting the same. Upon
          surrender to the Trustee of the Book-Entry Certificates by the Clearing
          Agency,
          accompanied by registration instructions from the Clearing Agency for
          registration, the Trustee shall issue the Definitive Certificates. Neither
          the
          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. Notwithstanding the foregoing, the Trustee, upon the instruction
          of
          the Depositor, shall have the right to issue Definitive Certificates on
          the
          Closing Date in connection with credit enhancement programs.

         


        
          
            
            

          

          
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        ARTICLE
          IV

         

        ADMINISTRATION
          OF THE TRUST FUND

         

        
          	
                  Section
                    4.01.

                	
                  Collection
                    Account. 

                


        

         

        (a) On
          the
          Closing Date, the Master Servicer shall open and shall thereafter maintain
          a
          segregated account held in trust (the “Collection Account”), entitled “Aurora
          Loan Services LLC, as Master Servicer, in trust for the benefit of the
          Holders
          of Structured Asset Securities Corporation Mortgage Loan Trust 2007-BC2
          Mortgage
          Pass Through Certificates, Series 2007-BC2.” The Collection Account shall relate
          solely to the Certificates and to the Lower Tier REMIC 1 Uncertificated
          Regular
          Interests 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 10 days and transfer
          all funds and investment property 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. The Master
          Servicer shall take such actions as are necessary to cause the depository
          institution holding the Collection Account to hold such account in the
          name of
          the Master Servicer under this Agreement. On each Master Servicer Remittance
          Date, the entire amount on deposit in the Collection Account (subject to
          permitted withdrawals set forth in Section 4.02), other than amounts not
          included in the Total Distribution Amount for such Distribution Date shall
          be
          remitted to the Trustee for deposit into the Certificate Account by wire
          transfer in immediately available funds. The Master Servicer, at its option,
          may
          choose to make daily remittances from the Collection Account to the Trustee
          for
          deposit into the Certificate Account.

         


        
          
            
            

          

          
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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 received with respect to the Mortgage Loans representing Scheduled
          Payments (or in the case of Simple Interest Mortgage Loans, representing
          scheduled interest payments, but actual principal payments) on the Mortgage
          Loans due after the Cut-off Date and unscheduled payments received on or
          after
          the Cut-off Date and 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 Master Servicer 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, any
          Subsequent Recovery and any Scheduled Payment attributable to principal
          received
          after its related Due Date, on the Mortgage Loans;

         

        (ii) all
          payments on account of interest on the Mortgage Loans, including Prepayment
          Premiums, in all cases, net of the 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 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 (x)
          any
          unpaid 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) and (y) any amounts
          reimbursable to a Servicer with respect to such Mortgage Loan under the
          applicable Servicing Agreement and retained by such Servicer;

         

        (iv) all
          Insurance Proceeds;

         

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

         

        (vi) any
          Seller Remittance Amounts remitted by a Servicer;

         

        (vii) all
          amounts paid by any Servicer with respect to Net Simple Interest Shortfalls
          and
          Prepayment Interest Shortfalls; and 

         


        
          
            
            

          

          
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        (viii) the
          Purchase Price, FPD Purchase Price or PPTL Purchase Price (including any
          FPD
          Premium or PPTL 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.

         

        The
          Master Servicer shall also deposit from its own funds into the Collection
          Account (to the extent not already received from the related Servicer),
          without
          right of reimbursement, except from Net Simple Interest Excess, an amount
          equal
          to any Net Simple Interest Shortfall (to the extent not offset by Net Simple
          Interest Excess) for the related Collection Period.

         

        (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 Master Servicer Remittance Date (except
          that
          if such Eligible Investment is an obligation of the Trustee, then such
          Eligible
          Investment shall mature not later than such applicable Master Servicer
          Remittance 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 the Structured Asset Securities Corporation Mortgage Loan Trust 2007-BC2
          Mortgage Pass-Through Certificates, Series 2007-BC2. All income and gain
          realized from any Eligible Investment shall be for the benefit of the Master
          Servicer and shall be subject to its withdrawal or order from time to time,
          subject to Section 5.05 hereof, 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, assumption fees and other incidental
          fees
          and charges relating to the Mortgage Loans (other than Prepayment Premiums)
          need
          not be deposited by the Master Servicer in the Collection Account and may
          be
          retained by the Master Servicer or the applicable Servicer as additional
          servicing compensation. If the Master Servicer deposits in the Collection
          Account any amount not required to be deposited therein, it may at any
          time
          withdraw such amount from such Collection Account. 

         

        
          	
                  Section
                    4.02.

                	
                  Application
                    of Funds in the Collection Account.


                


        

         

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

         

        (i) to
          reimburse itself or any Servicer for Advances or Servicing Advances made
          by it
          or by such Servicer pursuant to Section 5.04 or the applicable Servicing
          Agreement; such right to reimbursement pursuant to this subclause (i) is
          limited
          to amounts received on or in respect of a particular Mortgage Loan (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) 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;

         


        
          
            
            

          

          
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        (ii) to
          reimburse itself or any Servicer, following a final liquidation of a Mortgage
          Loan (except as otherwise provided in the related Servicing Agreement)
          for any
          previously unreimbursed Advances or Servicing Advances made by it or by
          such
          Servicer (A) that it 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 and/or (B) to the extent that such unreimbursed Advances
          or Servicing Advances exceed the related Liquidation Proceeds or Insurance
          Proceeds, it being understood, in the case of each such reimbursement,
          that such
          Master Servicer's or Servicer's right thereto shall be prior to the rights
          of
          the Certificateholders;

         

        (iii) to
          reimburse itself or any Servicer from Liquidation Proceeds for Liquidation
          Expenses and for amounts expended by it pursuant to Section 9.22(c) 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 Rate 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) to
          the
          extent of any previous Advances made by the Master Servicer with respect
          to
          Simple Interest Mortgage Loans, to pay itself an amount equal to Net Simple
          Interest Excess for the related Collection Period to the extent not offset
          by
          Net Simple Interest Shortfalls;

         

        (v) to
          reimburse itself or any Servicer for expenses incurred by and recoverable
          by or
          reimbursable to it or any Servicer pursuant to this Agreement, including,
          without limitation, Sections 9.04, 9.05(b), 9.07(a), 9.30 or 11.15;

         

        (vi) to
          pay to
          the Seller any Seller Remittance Amount;

         

        (vii) to
          pay to
          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 repurchase was effected, and to pay to the applicable
          Person
          any Advances and Servicing Advances to the extent specified in the definition
          of
          Purchase Price (or FPD Purchase Price), any FPD Premium or PPTL Premium,
          if any
          (in the case of a First Payment Default Loan), or any amounts paid by LBH
          for
          shortfalls in the Purchase Price for repurchases of First Payment Default
          Mortgage Loans pursuant to Section 1.04(f) of the Mortgage Loan Sale Agreement
          relating to the Seller paying the difference if the FPD Purchase Price
          is less
          than the Purchase Price;

         


        
          
            
            

          

          
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        (viii) subject
          to Section 5.05, to pay to itself income earned on the investment of funds
          deposited in the Collection Account;

         

        (ix) to
          make
          payments to the Trustee for deposit into the Certificate Account in the
          amounts
          and in the manner provided herein;

         

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

         

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

         

        (xii) to
          clear
          and terminate the 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 or other successor
          master
          servicer 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.

         

        In
          the
          event that the Master Servicer fails on any Master Servicer Remittance
          Date to
          remit to the Trustee any amounts required to be so remitted to the Trustee
          pursuant to sub-clause (x) by such date, the Master Servicer shall pay
          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 Master
          Servicer Remittance Date through the date such funds are remitted to and
          received by the Trustee. 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 Master Servicer
          Remittance Date).

         

        In
          connection with withdrawals made pursuant to subclauses (i), (iii), (iv),
          (vi)
          and (vii) above, the Master Servicer’s, any Servicer’s or such other Person’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 made from the Collection Account it maintains
          pursuant
          to such subclause (i), (iii), (iv), (vi) and (vii).

         


        
          
            
            

          

          
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                  Section
                    4.03.

                	
                  Reports
                    to Certificateholders. 

                


        

         

        (a) On
          each
          Distribution Date, the Trustee shall have prepared (based solely on information
          provided by the Master Servicer and the Swap Counterparty) and shall make
          available to the Paying Agent, any NIMS Insurer, the Swap Counterparty,
          the
          Credit Risk Manager, the Seller and each Certificateholder a report (the
          “Distribution Date Statement”) setting forth the following information (on the
          basis of Mortgage Loan level information obtained from 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, to the extent applicable, allocable
          to
          principal on the Mortgage Loans, including Liquidation Proceeds and Insurance
          Proceeds, stating separately the amount attributable to scheduled principal
          payments and unscheduled payments in the nature of principal;

         

        (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 and the calculation
          thereof;

         

        (iii) the
          amount, if any, of any distribution to the Holders of the Class P Certificate,
          the Class X Certificates, the Class LT-R Certificates, and the Residual
          Certificate;

         

        (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 Servicers (or the Master Servicer),
          (B) the aggregate amount of such Advances actually made, and (C) the
          amount, if any, by which (A) above exceeds (B) above;

         

        (v) by
          Mortgage Pool and in the aggregate, the total number of Mortgage Loans,
          the
          aggregate Scheduled Principal Balance of all the Mortgage Loans as of the
          close
          of business on the last day of the related Collection Period, after giving
          effect to payments allocated to principal reported under clause (i)
          above;

         

        (vi) the
          Class
          Principal 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, separately identifying any reduction of
          any of
          the foregoing Certificate Principal Amounts due to Applied Loss
          Amounts;

         

        (vii) the
          amount of any Prepayment Premiums distributed to the Class P Certificates;
          

         

        (viii) by
          Mortgage Pool and in the aggregate, the amount of any Realized Losses incurred
          with respect to the Mortgage Loans (x) in the applicable Prepayment Period
          and
          (y) in the aggregate since the Cut-off Date;

         

        (ix) the
          amount of the Servicing Fees and Credit Risk Manager’s Fees paid during the
          Collection Period to which such distribution relates;

         


        
          
            
            

          

          
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        (x) by
          Mortgage Pool and in the aggregate, the number and aggregate outstanding
          principal balance of Mortgage Loans, as reported to the Trustee by the
          Master
          Servicer, (a) remaining outstanding, (b) Delinquent 30 to 59 days on a
          contractual basis, (c) Delinquent 60 to 89 days on a contractual basis,
          (d)
          Delinquent 90 or more days on a contractual basis, (e) as to which foreclosure
          proceedings have been commenced, all 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, (f) in bankruptcy and (g) that are REO Properties
          (the
          information in this item (x) to be calculated utilizing the OTS delinquency
          method);

         

        (xi) the
          aggregate outstanding principal balance of any Mortgage Loans with respect
          to
          which the related Mortgaged Property became a REO Property 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;

         

        (xii) with
          respect to substitution of Mortgage Loans in the preceding calendar month,
          the
          Scheduled Principal Balance of each Deleted Mortgage Loan, and of each
          Qualifying Substitute Mortgage Loan;

         

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

         

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

         

        (xv) with
          respect to each Mortgage Pool, the Interest Remittance Amount and the Principal
          Remittance Amount applicable to such Distribution Date;

         

        (xvi) 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);
          

         

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

         

        (xviii) the
          level
          of LIBOR for such Distribution Date; 

         

        (xix) whether
          a
          Trigger Event is in effect for that Distribution Date; 

         

        (xx) the
          amount of any payments made by the Cap Counterparty to the Supplemental
          Interest
          Trust pursuant to Section 5.07(e);

         

        (xxi) the
          amount of any Net Swap Payment to the Supplemental Interest Trust made
          pursuant
          to Section 5.07, any Net Swap Payment to the Swap Counterparty made pursuant
          to
          Section 5.07, any Swap Termination Payment to the Supplemental Interest
          Trust
          made pursuant to Sections 5.07 and any Swap Termination Payment to the
          Swap
          Counterparty made pursuant to Section 5.07; 

         


        
          
            
            

          

          
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        (xxii) the
          amount of any PPTL Premiums and FPD Premiums, if any, for such Distribution
          Date; and

         

        (xxiii) the
          amount of any deposit in the Final Maturity Reserve Account, and, on the
          earlier
          of the Distribution Date in March 2037 and the termination of the Trust
          Fund,
          the amount distributed from the Final Maturity Reserve Account.

         

        In
          addition to the information listed above, for every year in which the Depositor
          is subject to Exchange Act reporting with respect to the Certificates,
          such
          Distribution Date Statement shall also include such other information as
          is
          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 Servicers, the Custodians, the Swap
          Counterparty or any Subservicer or Subcontractor therefor, as applicable,
          no
          later than four Business Days prior to the Distribution Date.

         

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

         

        On
          any
          Distribution Date after the occurrence of a Section 7.01(c) Purchase Event,
          the
          information required by subclauses (i), (iii), (iv), (v), (vii), (viii),
          (ix),
          (x), (xi), (xii), (xv), (xvii), (xviii), (xx) and (xxi) shall be made available
          to the Trustee, NIMS Insurer, the Swap Counterparty, the Credit Risk Manager,
          the Seller, the holder of the Class LT-R Certificate and the LTURI-holder
          with
          regard to the Lower Tier REMIC 1 Uncertificated Regular Interests in lieu
          of the
          Certificates.

         

        The
          Trustee shall make such report and any additional loan level information
          (and,
          at its option, any additional files containing the same information in
          an
          alternative format) available each month to any NIMS Insurer, Certificateholders
          and the Rating Agencies via the Trustee’s internet website. The Trustee’s
          internet website shall initially be located at “www.usbank.com/abs.”
          Assistance in using the website can be obtained by emailing the Trustee
          at
“ct.information.delivery@usbank.com.” Such parties that are unable to use the
          website are entitled to have a paper copy mailed to them via first class
          mail by
          emailing the customer service desk and indicating such. The Trustee shall
          have
          the right to change the way such statements are distributed in order to
          make
          such distribution more convenient and/or more accessible to the above parties
          and the Trustee shall provide timely and adequate notification to all above
          parties regarding any such changes.

         

        The
          foregoing information and reports shall be prepared and determined by the
          Trustee based solely on Mortgage Loan data provided to the Trustee by the
          Master
          Servicer (in a format attached hereto as Exhibits I and J) no later than
          2:00
          p.m. Eastern Time four Business Days prior to the Distribution Date (or
          such
          other time period set forth in Section 9.23(b)), and on the information
          provided
          to the Trustee by the Swap Counterparty and the Cap Counterparty. In preparing
          or furnishing the foregoing information to the Certificateholders and any
          NIMS
          Insurer, the Trustee shall be entitled to rely conclusively on the accuracy
          and
          completeness of the information or data (i) regarding the Mortgage Loans
          (including any First Payment Default Mortgage Loan) and the related REO
          Property, that has been provided to the Trustee by the Master Servicer
          based
          upon information received by the Master Servicer from the Servicers, (ii)
          regarding the Swap Agreement, that has been provided to the Trustee by
          the Swap
          Counterparty and (iii) regarding the Interest Rate Cap Agreement, that
          has been
          provided to the Trustee by the Cap Counterparty, and the Trustee shall
          not be
          obligated to verify, recompute, reconcile or recalculate any such information
          or
          data. The Master Servicer shall be entitled to conclusively rely on the
          Mortgage
          Loan data provided by the Servicers and shall have no liability for any
          errors
          in such Mortgage Loan data. The Trustee shall be entitled to conclusively
          rely
          on the Mortgage Loan data provided by the Master Servicer and shall have
          no
          liability for any errors or omissions in such Mortgage Loan data. The
          information and reports described in the first paragraph of this Section
          4.03(a)
          shall be provided to the Paying Agent (if other than the Trustee) by the
          Trustee
          no later than 12:00 p.m. Eastern Time two Business Days prior to the
          Distribution Date. Concurrently with the distribution by the Master Servicer
          of
          the Mortgage Loan data to the Trustee, the Master Servicer shall also provide
          a
          copy of such Mortgage Loan data to the Credit Risk Manager no later than
          2:00
          p.m. Eastern Time four Business Days prior to the Distribution
          Date.

         


        
          
            
            

          

          
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        (b) Upon
          the
          reasonable advance written request of any NIMS Insurer or any Certificateholder
          that is a savings and loan, bank or insurance company, which request, if
          received by the Trustee, shall 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
          any NIMS
          Insurer and such Certificateholder such reports and access to information
          and
          documentation regarding the Mortgage Loans as any NIMS Insurer or 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 an investment in the Certificates;
          provided,
          however,
          that the
          Master Servicer shall be entitled to be reimbursed by such Certificateholder
          or
          the NIMS Insurer for the actual expenses incurred in providing such reports
          and
          access.

         

        (c) Upon
          request of a Certificateholder and prior to a Section 7.01(c) Purchase
          Event,
          the Trustee shall have prepared and the Trustee shall make available to
          any NIMS
          Insurer and each Person who at any time during the calendar year was a
          Certificateholder of record, and make available to Certificate Owners
          (identified as such by the Clearing Agency) in accordance with applicable
          regulations, a report summarizing the items provided to any NIMS Insurer
          and the
          Certificateholders pursuant to Sections 4.03(a)(i) and 4.03(a)(ii) on an
          annual
          basis as may be required to enable any NIMS Insurer and 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 also 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 shall provide the
          Trustee with such information (to the extent available to the Master Servicer
          pursuant to this Agreement and each Servicing Agreement) as is necessary
          for the
          Trustee to prepare such reports (and the Trustee may rely solely upon such
          information).

         


        
          
            
            

          

          
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        (d) The
          Trustee shall furnish, to the extent reasonably available, 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, to the
          extent
          reasonably available, such information as is necessary for the Trustee
          to
          prepare such reports (and the Trustee may rely solely upon such
          information).

         

        (e) So
          long
          as not prohibited by applicable law, the Master Servicer shall provide
          to the
          Depositor or to any party designated by the Depositor, as promptly as
          practicable upon the Depositor's request, any and all loan-level information
          that the Depositor may request in any format reasonably requested by the
          Depositor.

         

        
          	
                  Section
                    4.04.

                	
                  Certificate
                    Account. 

                


        

         

        (a) The
          Trustee shall establish and maintain in its name, as trustee, a trust account
          (the “Certificate Account”) entitled “Certificate Account, U.S. Bank National
          Association, as Trustee, in trust for the benefit of the Holders of Structured
          Asset Securities Corporation Mortgage Loan Trust 2007-BC2 Mortgage Pass-Through
          Certificates, Series 2007-BC2” until disbursed pursuant to the terms of this
          Agreement. The Certificate Account shall be an Eligible Account and shall
          be for
          the benefit of the Certificateholders, subject to the rights of the Trustee
          set
          forth herein. 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 ten Business Days and transfer all funds and investment
          property on deposit in such existing Certificate Account into such new
          Certificate Account. The Certificate Account shall relate solely to the
          Certificates and the Lower Tier REMIC 1 Uncertificated Regular Interests
          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 deposit or 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
          make
          payment to itself pursuant to any provision of this Agreement or to reimburse
          itself for any fees or expenses reimbursable to it pursuant to Section
          6.12;
provided,
          however,
          that
          any amounts in excess of the annual cap described in clause (b) of the
          definition of “Interest Remittance Amount” and clause (b) of the definition of
“Principal Remittance Amount” in any Anniversary Year, other than costs and
          expenses incurred by the Trustee pursuant to Section 6.14, in connection
          with
          any transfer of servicing, shall not be withdrawn from the Certificate
          Account
          and paid to the Trustee and the Trustee’s reimbursement for such excess amounts
          shall be made pursuant to Section 5.02(b)(v);

         


        
          
            
            

          

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

         

        (iii) to
          make
          payments of any investment income or earnings on the Certificate Account
          to (A)
          U.S. Bank National Association, LaSalle Bank National Association and Wells
          Fargo, in their respective capacities as Custodians, in payment of their
          respective Custodial Compensation, if due and (B) then any remaining amounts
          of
          investment income or earnings to itself; 

         

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

         

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

         

        (c) Funds
          in
          the Certificate Account may be invested by the Trustee in Eligible Investments
          (which may be obligations of the Trustee or its affiliates). If invested,
          all
          such investments must be payable on demand or mature no later than one
          Business
          Day prior to the next Distribution Date (unless such investments are obligations
          of the Trustee, in which case such investments may mature on the related
          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 for each Distribution Date shall be compensation (1) to
          Wells
          Fargo, U.S. Bank National Assocation and LaSalle Bank National Association
          in
          their respective capacities as Custodians, in payment of their respective
          Custodial Compensation, if due, and (2) to the Trustee, any income and
          gain
          remaining. Subject to the preceding sentence, all income and gain realized
          from
          any such investment for each Distribution Date shall be subject to withdrawal
          by
          the Trustee 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.

         

        
          	
                  Section
                    4.05.

                	
                  [Reserved].

                


        

         

        ARTICLE
          V

         

        DISTRIBUTIONS
          TO HOLDERS OF CERTIFICATES

         

        
          	
                  Section
                    5.01.

                	
                  Distributions
                    Generally. 

                


        

         

        (a) Subject
          to Section 7.01 respecting the final distribution on the Certificates or
          Lower
          Tier REMIC 1 Uncertificated Regular Interests, on each Distribution Date
          the
          Trustee or the Paying Agent shall make allocations and/or distributions
          in
          accordance with the Preliminary Statement and this Article V and based
          solely on
          the reports for such Distribution Date provided to it by the Master Servicer
          pursuant to Section 4.03(a). Such distributions shall be made by wire transfer
          in immediately available funds to an account specified in writing to the
          Trustee
          at least five (5) Business Days prior to the first Distribution Date to
          such
          Certificateholder and at the expense of such Certificateholder.

         

        (b) The
          final
          distribution in respect of any Certificate shall be made only upon presentation
          and surrender of such Certificate at the Corporate Trust Office; provided,
          however,
          that
          the foregoing provisions shall not apply to any Class of Certificates as
          long as
          such Certificate remains a Book-Entry Certificate in which case all payments
          made shall be made through the Clearing Agency and its Clearing Agency
          Participants. 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 Certificates and at such time such final payment
          in
          retirement of any Residual Certificate will be made only upon presentation
          and
          surrender of such Certificate at the Corporate Trust Office. If any payment
          required to be made on the Certificates or Lower Tier REMIC 1 Uncertificated
          Regular Interests 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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        (c) 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
          Class Principal Amounts (or Percentage Interests).

         

        (d) The
          Trustee or the Paying Agent, as applicable, shall make payments to
          Certificateholders and to the Swap Counterparty and any other person pursuant
          to
          this Article V and make deposits to the the Final Maturity Reserve Trust
          and the
          Supplemental Interest Trust and accounts held by it hereunder based solely
          on
          the information set forth in the monthly report furnished by the Master
          Servicer
          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 hereunder. The Trustee 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 on or prior to a Section 7.01(c) Purchase Event or a
          Trust
          Fund Termination Event, the Trustee (or the Paying Agent on behalf of the
          Trustee) shall withdraw from the Certificate Account the Total Distribution
          Amount (to the extent such amount is on deposit in the Certificate Account),
          and
          amounts that are available for payment to the Swap Counterparty, and shall
          allocate such amount to the interests issued in respect of each REMIC created
          pursuant to this Agreement and shall distribute such amount as specified
          in
          subparagraphs (b) through (i) of this Section 5.02; provided,
          that
          amounts that are available for payment to the Swap Counterparty shall be
          paid on
          the related Swap Payment Date. On each Distribution Date after a Section
          7.01(c)
          Purchase Event but on or prior to a Trust Fund Termination Event, the Trustee
          (or the Paying Agent acting on behalf of the Trustee) shall withdraw from
          the
          Certificate Account the Total Distribution Amount (to the extent such amount
          is
          on deposit in the Certificate Account), and amounts that are available
          for
          payment to the Swap Counterparty, and shall allocate such amount to the
          interests issued in respect of REMIC 1 created pursuant to this Agreement
          and
          shall distribute such amount as specified in subparagraphs (k) through
          (m) of
          this Section; provided,
          that
          amounts that are available for payment to the Swap Counterparty shall be
          paid on
          the related Swap Payment Date.

         


        
          
            
            

          

          
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        (b) On
          each
          Distribution Date (or, with respect to clauses (i) and (ii) below, on the
          related Swap Payment Date), the Trustee shall distribute the Interest Remittance
          Amount for Pool 1 and for such date in the following order of
          priority:

         

        (i) for
          deposit into the Swap Account, an amount equal to the lesser of (x) the
          product
          of (A) the amount of any Net Swap Payment or Swap Termination Payment (not
          due
          to a Swap Counterparty Trigger Event) owed to the Swap Counterparty on
          the
          related Swap Payment Date and (B) the Pool Percentage for Pool 1 for such
          Distribution Date and (y) the Interest Remittance Amount for Pool 1 for
          such
          Distribution Date;

         

        (ii) for
          deposit into the Swap Account, the amount of any Net Swap Payment or Swap
          Termination Payment (not due to a Swap Counterparty Trigger Event) owed
          to the
          Swap Counterparty on the related Swap Payment Date (after giving effect
          to
          distributions made pursuant to clause 5.02(b)(i) above and subsection 5.02(c)(i)
          below for such Distribution Date), to be paid concurrently and in proportion
          to
          the Interest Remittance Amount available with respect to Pool 2 for such
          Distribution Date;

         

        (iii) on
          the
          Distribution Date in March 2017 and each Distribution Date
          thereafter:

         

        (A) for
          deposit into the Final Maturity Reserve Account, the Final Maturity Reserve
          Amount for Pool 1; and

         

        (B) for
          deposit into the Final Maturity Reserve Account, the Final Maturity Reserve
          Amount for Pool 2 to the extent not paid from subsection 5.02(c)(iii) below
          for
          such Distribution Date;

         

        (iv) to
          the
          Class A1 Certificates, Current Interest and any Carryforward Interest for
          such
          Class and such Distribution Date; and

         

        (v) for
          application pursuant to Section 5.02(d) below, any Interest Remittance
          Amount
          for Pool 1 remaining undistributed after application pursuant to clause
          (i)
          through (iv) of this Section 5.02(b) for such Distribution Date.

         

        (c) On
          each
          Distribution Date (or with respect to clauses (i) and (ii) below, on the
          related
          Swap Payment Date), the Trustee shall distribute the Interest Remittance
          Amount
          for Pool 2 for such date in the following order of priority: 

         

        (i) for
          deposit into the Swap Account, an amount equal to the lesser of (x) the
          product
          of (A) the amount of any Net Swap Payment or Swap Termination Payment (not
          due
          to a Swap Counterparty Trigger Event) owed to the Swap Counterparty on
          the
          related Swap Payment Date and (B) the Pool Percentage for Pool 2 for such
          Distribution Date and (y) the Interest Remittance Amount for Pool 2 for
          such
          Distribution Date;

         

        (ii) for
          deposit into the Swap Account, the amount of any Net Swap Payment or Swap
          Termination Payment (not due to a Swap Counterparty Trigger Event) owed
          to the
          Swap Counterparty on the related Swap Payment Date (after giving effect
          to
          distributions made pursuant to subsections 5.02(b)(i) and 5.02(c)(i) above
          for
          such Distribution Date) to be paid concurrently and in proportion to the
          Interest Remittance Amount available with respect to Pool 1 for such
          Distribution Date;

         


        
          
            
            

          

          
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        (iii) on
          the
          Distribution Date in March 2017 and each Distribution Date
          thereafter:

         

        (A) for
          deposit into the Final Maturity Reserve Account, the Final Maturity Reserve
          Amount for Pool 2; and

         

        (B) for
          deposit into the Final Maturity Reserve Account, the Final Maturity Reserve
          Amount for Pool 1 to the extent not paid from subsection 5.02(b)(iii) above
          for
          such Distribution Date;

         

        (iv) concurrently,
          to each Class of the Group 2 Senior Certificates, Current Interest and
          any
          Carryforward Interest for each such Class and such Distribution Date;
provided,
          however,
          that
          any shortfall in Current Interest and Carryforward Interest shall be allocated
          among such Classes in proportion to the amount of
          Current Interest and Carryforward Interest that would otherwise be distributable
          thereon; and 

         

        (v) for
          application pursuant to Section 5.02(d) below, any Interest Remittance
          Amount
          for Pool 2 remaining undistributed after application pursuant to clauses
          (i)
          through (iv) of this Section 5.02(c) for such Distribution Date.

         

        (d) On
          each
          Distribution Date, the Trustee shall distribute the aggregate of any remaining
          Interest Remittance Amounts from subsections 5.02(b)(v) and 5.02(c)(v)
          above in
          the following order of priority: 

         

        (i) concurrently, on
          a
          pro
          rata basis,
          to
          each Class of Senior Certificates, Current Interest and any Carryforward
          Interest (taking into account distributions pursuant to subsections 5.02(b)(iv)
          and 5.02(c)(iv) above) for each such Class and such Distribution Date;
          provided,
          however,
          that
          any shortfall in Current Interest and Carryforward Interest shall be allocated
          among such Classes in proportion to the amount of Current Interest and
          Carryforward Interest that would otherwise be distributable
          thereon;

         

        (ii) to
          each
          Class of Subordinate Certificates, in accordance with the Subordinate Priority,
          Current Interest and any Carryforward Interest for each such Class and
          such
          Distribution Date;

         

        (iii) to
          the
          Credit Risk Manager, the Credit Risk Manager’s Fee;

         

        (iv) to
          the
          Trustee, any amounts reimbursable pursuant to Section 4.04(b)(i) and not
          previously reimbursed to the Trustee; and

         

        (v) for
          application as part of Monthly Excess Cashflow for such Distribution Date,
          as
          provided in subsection (f) of this Section, any Interest Remittance Amount
          remaining undistributed for such Distribution Date.

         


        
          
            
            

          

          
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        (e) On
          each
          Distribution Date or related Swap Payment Date, as applicable, the Trustee
          shall
          distribute the Principal Distribution Amount with respect to each Mortgage
          Pool
          for such date as follows:

         

        (i) On
          each
          Distribution Date (or, with respect to clauses (A)(1), (A)(2), (B)(1) and
          (B)(2)
          below of this Section 5.02(e), on the related Swap Payment Date) (a) prior
          to
          the Stepdown Date or (b) with respect to which a Trigger Event is in effect,
          until the aggregate Certificate Principal Amount of the LIBOR Certificates
          equals the Target Amount for such Distribution Date, the Trustee shall
          make the
          following distributions, concurrently: 

         

        (A) For
          Pool 1:
          The
          Principal Distribution Amount for Pool 1 will be distributed in the following
          order of priority:

         

        (1) for
          deposit into the Swap Account, an amount equal to the lesser of (x) the
          product
          of (A) the amount of any Net Swap Payment or Swap Termination Payment (not
          due
          to a Swap Counterparty Trigger Event) owed to the Swap Counterparty on
          the
          related Swap Payment Date (to the extent not paid previously or from the
          Interest Remittance Amount for such Distribution Date) and (B) the Pool
          Percentage for Pool 1 for such Distribution Date and (y) the Principal
          Remittance Amount for Pool 1 for such Distribution Date;

         

        (2) for
          deposit into the Swap Account, the amount of any Net Swap Payment or Swap
          Termination Payment (not due to a Swap Counterparty Trigger Event) owed
          to the
          Swap Counterparty on the related Swap Payment Date (after giving effect
          to
          distributions made pursuant to subsections 5.02(e)(i)(A)(1) above and
          5.02(e)(i)(B)(1) below, and to the extent not paid previously or from the
          Interest Remittance Amount for such Distribution Date), to be paid concurrently
          and in proportion to the related Principal Distribution Amount available
          with
          respect to Pool 2 for such Distribution Date;

         

        (3) to
          the
          Class A1 Certificates until the Class Principal Amount of such Class has
          been
          reduced to zero; and

         

        (4) for
          application pursuant to subsection 5.02(e)(ii) below, any such Principal
          Distribution Amount for Pool 1 remaining undistributed for such Distribution
          Date.

         

        (B) For
          Pool 2:
          The
          Principal Distribution Amount for Pool 2 will be distributed in the following
          order of priority: 

         

        (1) for
          deposit into the Swap Account, an amount equal to the lesser of (x) the
          product
          of (A) the amount of any Net Swap Payment or Swap Termination Payment (not
          due
          to a Swap Counterparty Trigger Event) owed to the Swap Counterparty on
          the
          related Swap Payment Date (to the extent not paid previously or from the
          Interest Remittance Amount for such Distribution Date) and (B) the Pool
          Percentage for Pool 2 for such Distribution Date and (y) the Principal
          Remittance Amount for Pool 2 for such Distribution Date;

         


        
          
            
            

          

          
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        (2) for
          deposit into the Swap Account, the amount of any Net Swap Payment or Swap
          Termination Payment (not due to a Swap Counterparty Trigger Event) owed
          to the
          Swap Counterparty on the related Swap Payment Date (after giving effect
          to
          distributions made pursuant to subsections 5.02(e)(i)(A)(1) and 5.02(e)(i)(B)(1)
          above, and to the extent not paid previously or from the Interest Remittance
          Amount for such Distribution Date) to be paid concurrently and in proportion
          to
          the related Principal Distribution Amount available with respect to Pool
          1 for
          such Distribution Date;

         

        (3) sequentially,
          to the Class A2, Class A3, Class A4 and Class A5 Certificates, in that
          order,
          until the Class Principal Amount of each such Class has been reduced to
          zero;
          and

         

        (4) for
          application pursuant to subsection 5.02(e)(ii) below, any such Principal
          Distribution Amount for Pool 2 remaining undistributed for such Distribution
          Date.

         

        (ii) On
          each
          Distribution Date, the Trustee shall distribute the aggregate of any remaining
          Principal Distribution Amounts from subsections 5.02(e)(i)(A)(4) and
          5.02(e)(i)(B)(4) above, in the following order of priority: 

         

        (A) concurrently,
          on a pro
          rata
          basis,
          in proportion to the Class Principal Amount of the Group 1 Senior Certificates
          and the aggregate Class Principal Amount of the Group 2 Senior Certificates
          related to each such Group, after giving effect to principal distributions
          on
          such Distribution Date pursuant to subsections 5.02(e)(i)(A)(3) and
          5.02(e)(i)(B)(3) above, to the Group 1 Senior Certificates and the Group
          2
          Senior Certificates, in each case in accordance with the Related Senior
          Priority, until the Class Principal Amount of each such Class has been
          reduced
          to zero; 

         

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

         

        (C) for
          application as part of Monthly Excess Cashflow for such Distribution Date,
          as
          provided in subsection (f) of
          this
          Section, any Principal Distribution Amount remaining after application
          pursuant
          to clauses (A) and (B) of this Section 5.02(e)(ii).

         

        (iii) Any
          Principal Distribution Amount remaining on any Distribution Date after
          the
          Target Amount is achieved will be applied as part of Monthly Excess Cashflow
          for
          such Distribution Date as provided in subsection (f) of this
          Section.

         


        
          
            
            

          

          
            99

            
              

            

          

          
            
            

          

        


        (iv) On
          each
          Distribution Date (or, with respect to clauses (A) and (B) below, on the
          related
          Swap Payment Date) (a) on or after the Stepdown Date and (b) with respect
          to
          which a Trigger Event is not in effect, the Principal Distribution Amount
          for
          each Mortgage Pool for such date will be distributed in the following order
          of
          priority:

         

        (A) for
          deposit into the Swap Account, an amount equal to the lesser of (x) the
          product
          of (1) the amount of any Net Swap Payment or Swap Termination Payment (not
          due
          to a Swap Counterparty Trigger Event) owed to the Swap Counterparty on
          the
          related Swap Payment Date (to the extent not paid previously or from the
          Interest Remittance Amount for such Distribution Date) and (2) the Pool
          Percentage for the related Mortgage Pool for such Distribution Date and
          (y) the
          Principal Remittance Amount for such Mortgage Pool for such Distribution
          Date;

         

        (B) for
          deposit into the Swap Account, the amount of any Net Swap Payment or Swap
          Termination Payment (not due to a Swap Counterparty Trigger Event) owed
          to the
          Swap Counterparty on the related Swap Payment Date (after giving effect
          to
          distributions made pursuant to subsection 5.02(e)(iv)(A) above, and to
          the
          extent not paid previously or from the Interest Remittance Amounts for
          such
          Distribution Date), to be paid concurrently and in proportion to the related
          Principal Distribution Amounts available with respect to each Mortgage
          Pool for
          such Distribution Date);

         

        (C) so
          long
          as any of the Subordinate Certificates are outstanding, to the Group 1
          Senior
          Certificates (from amounts generated by Pool 1, except as provided below)
          and to
          the Group 2 Senior Certificates in accordance with the Related Senior Priority
          (from amounts generated by Pool 2, except as provided below) in each case,
          an
          amount equal to the lesser of (x) the excess of (a) the Principal Distribution
          Amount for the related Mortgage Pool for such Distribution Date over (b)
          the
          amount paid to the Supplemental Interest Trust for deposit into the Swap
          Account
          on the related Swap Payment Date pursuant to clauses (A) and (B) above
          and (y)
          the Related Senior Principal Distribution Amount for such Mortgage Pool
          for such
          Distribution Date, in each case, until the Class Principal Amount of each
          such
          Class has been reduced to zero; provided,
          however,
          to the
          extent that the Principal Distribution Amount for a Mortgage Pool exceeds
          the
          Related Senior Principal Distribution Amount for such Mortgage Pool, such
          excess
          shall be applied to the Senior Certificates related to the other Mortgage
          Pool
          (in accordance with the Related Senior Priority), but in an amount not
          to exceed
          the Senior Principal Distribution Amount for such Distribution Date (as
          reduced
          by any distributions pursuant to subclauses (x) or (y) of this clause (1)
          on
          such Distribution Date); or (2) if none of the Subordinate Certificates
          are
          outstanding, to the Group 1 Senior Certificates and the Group 2 Senior
          Certificates (in each case in accordance with the Related Senior Priority),
          the
          excess of (A) the Principal Distribution Amount for the related Mortgage
          Pool
          for such Distribution Date over (B) the amount paid to the Supplemental
          Interest
          Trust for deposit into the Swap Account for the related Mortgage Pool on
          the
          related Swap Payment 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;

         


        
          
            
            

          

          
            100

            
              

            

          

          
            
            

          

        


        (D) to
          the
          Class M1, Class M2 and Class M3 Certificates, sequentially and in that
          order, an
          amount equal to the lesser of (x) the excess of (a) the aggregate of the
          Principal Distribution Amounts for Pool 1 and Pool 2 for such Distribution
          Date
          over (b) the amount paid to the Supplemental Interest Trust for deposit
          into the
          Swap Account or distributed to the Senior Certificates on such date pursuant
          to
          clauses (A) through (C) above, and (y) the M3 Principal Distribution Amount
          for
          such date, until the Class Principal Amount of each such Class has been
          reduced
          to zero;

         

        (E) to
          the
          Class M4 Certificates, an amount equal to the lesser of (x) the excess
          of (a)
          the aggregate of the Principal Distribution Amounts for Pool 1 and Pool
          2 for
          such Distribution Date over (b) the amount paid to the Supplemental Interest
          Trust for deposit into the Swap Account or distributed to the Senior
          Certificates and the Class M1, Class M2 and Class M3 Certificates on such
          date
          pursuant to clauses (A) through (D) above, and (y) the M4 Principal Distribution
          Amount for such date, until the Class Principal Amount of such Class has
          been
          reduced to zero;

         

        (F) to
          the
          Class M5 Certificates, an amount equal to the lesser of (x) the excess of
          (a) the aggregate of the Principal Distribution Amounts for Pool 1 and
          Pool 2
          for such Distribution Date over (b) the amount paid to the Supplemental
          Interest
          Trust for deposit into the Swap Account or distributed to the Senior
          Certificates and the Class M1, Class M2, Class M3 and Class M4 Certificates
          on
          such date pursuant to clauses (A) through (E) above, and (y) the M5 Principal
          Distribution Amount for such date, until the Class Principal Amount of
          such
          Class has been reduced to zero;

         

        (G) to
          the
          Class M6 Certificates, an amount equal to the lesser of (x) the excess
          of (a)
          the aggregate of the Principal Distribution Amounts for Pool 1 and Pool
          2 for
          such Distribution Date over (b) the amount paid to the Supplemental Interest
          Trust for deposit into the Swap Account or distributed to the Senior
          Certificates and the Class M1, Class M2, Class M3, Class M4 and Class M5
          Certificates on such date pursuant to clauses (A) through (F) above, and
          (y) the
          M6 Principal Distribution Amount for such date, until the Class Principal
          Amount
          of such Class has been reduced to zero; 

         

        (H) to
          the
          Class M7 Certificates, an amount equal to the lesser of (x) the excess
          of (a)
          the aggregate of the Principal Distribution Amounts for Pool 1 and Pool
          2 for
          such Distribution Date over (b) the amount paid to the Supplemental Interest
          Trust for deposit into the Swap Account or distributed to the Senior
          Certificates and the Class M1, Class M2, Class M3, Class M4, Class M5 and
          Class
          M6 Certificates on such date pursuant to clauses (A) through (G) above,
          and (y)
          the M7 Principal Distribution Amount for such date, until the Class Principal
          Amount of such Class has been reduced to zero;

         


        
          
            
            

          

          
            101

            
              

            

          

          
            
            

          

        


        (I) to
          the
          Class M8 Certificates, an amount equal to the lesser of (x) the excess
          of (a)
          the aggregate of the Principal Distribution Amounts for Pool 1 and Pool
          2 for
          such Distribution Date over (b) the amount paid to the Supplemental Interest
          Trust for deposit into the Swap Account or distributed to the Senior
          Certificates and the Class M1, Class M2, Class M3, Class M4, Class M5,
          Class M6
          and Class M7 Certificates on such date pursuant to clauses (A) through
          (H)
          above, and (y) the M8 Principal Distribution Amount for such date, until
          the
          Class Principal Amount of such Class has been reduced to zero; 

         

        (J) to
          the
          Class M9 Certificates, an amount equal to the lesser of (x) the excess
          of (a)
          the aggregate of the Principal Distribution Amounts for Pool 1 and Pool
          2 for
          such Distribution Date over (b) the amount paid to the Supplemental Interest
          Trust for deposit into the Swap Account or distributed to the Senior
          Certificates and the Class M1, Class M2, Class M3, Class M4, Class M5,
          Class M6,
          Class M7 and Class M8 Certificates on such date pursuant to clauses (A)
          through
          (I) above, and (y) the M9 Principal Distribution Amount for such date,
          until the
          Class Principal Amount of such Class has been reduced to zero; 

         

        (K) to
          the
          Class B1 Certificates, an amount equal to the lesser of (x) the excess
          of (a)
          the aggregate of the Principal Distribution Amounts for Pool 1 and Pool
          2 for
          such Distribution Date over (b) the amount paid to the Supplemental Interest
          Trust for deposit into the Swap Account or distributed to the Senior
          Certificates and the Class M1, Class M2, Class M3, Class M4, Class M5,
          Class M6,
          Class M7, Class M8 and Class M9 Certificates on such date pursuant to clauses
          (A) through (J) above, and (y) the B1 Principal Distribution Amount for
          such
          date, until the Class Principal Amount of such Class has been reduced to
          zero;


         

        (L) to
          the
          Class B2 Certificates, an amount equal to the lesser of (x) the excess
          of (a)
          the aggregate of the Principal Distribution Amounts for Pool 1 and Pool
          2 for
          such Distribution Date over (b) the amount paid to the Supplemental Interest
          Trust for deposit into the Swap Account or distributed to the Senior
          Certificates and the Class M1, Class M2, Class M3, Class M4, Class M5,
          Class M6,
          Class M7, Class M8, Class M9 and Class B1 Certificates on such date pursuant
          to
          clauses (A) through (K) above, and (y) the B2 Principal Distribution Amount
          for
          such date, until the Class Principal Amount of such Class has been reduced
          to
          zero; and

         

        (M) for
          application as part of Monthly Excess Cashflow for such Distribution Date,
          as
          provided in Section 5.02(f), any Principal Distribution Amount remaining
          after
          application pursuant to clauses (A) through (L) above. 

        

          (v) Any
            Principal Distribution Amount remaining on any Distribution Date after
            the
            Target Amount is achieved will be applied as part of Monthly Excess Cashflow
            for
            such Distribution Date as provided in subsection (f) of this
            Section.

           

        

        (f) On
          each
          Distribution Date, the Trustee shall distribute the Monthly Excess Cashflow
          for
          such date in the following order of priority:

         


        
          
            
            

          

          
            102

            
              

            

          

          
            
            

          

        


        (i) for
          each
          Distribution Date occurring (a) before the Stepdown Date or (b) on or after
          the Stepdown Date but for which a Trigger Event is in effect, then until
          the
          aggregate Certificate Principal Amount of the LIBOR Certificates equals
          the
          Target Amount for such Distribution Date, in the following order of
          priority:

         

        (A) concurrently,
          to the Group 1 Senior Certificates and the Group 2 Senior Certificates,
          in
          proportion to the aggregate Class Principal Amount of the Senior Certificates
          related to each Group, after giving effect to previous principal distributions
          on such Distribution Date pursuant to subsection 5.02(e)(ii)(A) above,
          to the
          Group 1 Senior Certificates and the Group 2 Senior Certificates, in each
          case in
          accordance with the Related 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
          each
          Class of Subordinate Certificates, in accordance with the Subordinate Priority,
          in reduction of their respective Class Principal Amounts, until the Class
          Principal Amount of each such Class has been reduced to zero.

         

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

         

        (A) concurrently,
          to the Group 1 Senior Certificates and the Group 2 Senior Certificates,
          in
          proportion to the aggregate Class Principal Amount of the Senior Certificates
          related to each such Group, after giving effect to previous principal
          distributions on such Distribution Date pursuant to subsection 5.02(e)(iv)(C)
          above, to the Group 1 Senior Certificates and the Group 2 Senior Certificates,
          in each case in accordance with the Related Senior Priority, in reduction
          of
          their respective Class Principal Amounts, until the aggregate Class Principal
          Amount of each such Class, after giving effect to distributions on such
          Distribution Date, equals the Senior Target Amount;

         

        (B) to
          the
          Class M1, Class M2 and Class M3 Certificates, sequentially and in that
          order, in
          reduction of their respective Class Principal Amounts, until the aggregate
          of
          the Class Principal Amounts of such Classes and the Senior Certificates,
          after
          giving effect to distributions on such Distribution Date, equals the M3
          Target
          Amount;

         

        (C) to
          the
          Class M4 Certificates, in reduction of their Class Principal Amount, until
          the
          aggregate of the Class Principal Amounts of such Class, the Senior Certificates
          and the Class M1, Class M2 and Class M3 Certificates, after giving effect
          to
          distributions on such Distribution Date, equals the M4 Target Amount;


         

        (D) to
          the
          Class M5 Certificates, in reduction of their Class Principal Amount, until
          the
          aggregate of the Class Principal Amounts of such Class, the Senior Certificates
          and the Class M1, Class M2, Class M3 and Class M4 Certificates, after giving
          effect to distributions on such Distribution Date, equals the M5 Target
          Amount;


         


        
          
            
            

          

          
            103

            
              

            

          

          
            
            

          

        


        (E) to
          the
          Class M6 Certificates, in reduction of their Class Principal Amount, until
          the
          aggregate of the Class Principal Amounts of such Class, the Senior Certificates
          and the Class M1, Class M2, Class M3, Class M4 and Class M5 Certificates,
          after
          giving effect to distributions on such Distribution Date, equals the M6
          Target
          Amount; 

         

        (F) to
          the
          Class M7 Certificates, in reduction of their Class Principal Amount, until
          the
          aggregate of the Class Principal Amounts of such Class and the Senior
          Certificates and the Class M1, Class M2, Class M3, Class M4, Class M5 and
          Class
          M6 Certificates, after giving effect to distributions on such Distribution
          Date,
          equals the M7 Target Amount; 

         

        (G) to
          the
          Class M8 Certificates, in reduction of their Class Principal Amount, until
          the
          aggregate of the Class Principal Amounts of such Class, the Senior Certificates
          and the Class M1, Class M2, Class M3, Class M4, Class M5, Class M6 and
          Class M7
          Certificates, after giving effect to distributions on such Distribution
          Date,
          equals the M8 Target Amount; 

         

        (H) to
          the
          Class M9 Certificates, in reduction of their Class Principal Amount, until
          the
          aggregate of the Class Principal Amounts of such Class, the Senior Certificates
          and the Class M1, Class M2, Class M3, Class M4, Class M5, Class M6, Class
          M7 and
          Class M8 Certificates, after giving effect to distributions on such Distribution
          Date, equals the M9 Target Amount; 

         

        (I) to
          the
          Class B1 Certificates, in reduction of their Class Principal Amount, until
          the
          aggregate of the Class Principal Amounts of such Class and the Senior
          Certificates and the Class M1, Class M2, Class M3, Class M4, Class M5,
          Class M6,
          Class M7, Class M8 and Class M9 Certificates, after giving effect to
          distributions on such Distribution Date, equals the B1 Target Amount;
          and

         

        (J) to
          the
          Class B2 Certificates, in reduction of their Class Principal Amount, until
          the
          aggregate of the Class Principal Amounts of such Class and the Senior
          Certificates and the Class M1, Class M2, Class M3, Class M4, Class M5,
          Class M6,
          Class M7, Class M8, Class M9 and Class B1 Certificates, after giving effect
          to
          distributions on such Distribution Date, equals the B2 Target
          Amount;

         

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

         

        (iv) to
          the
          Basis Risk Reserve Fund, an amount equal to the Basis Risk Payment for
          such
          Distribution Date, and then from the Basis Risk Reserve Fund, in the following
          order of priority:

         


        
          
            
            

          

          
            104

            
              

            

          

          
            
            

          

        


        (A)  concurrently,
          in proportion to their respective Basis Risk Shortfalls and Unpaid Basis
          Risk
          Shortfalls, to each Class of Senior Certificates, any applicable Basis
          Risk
          Shortfall and Unpaid Basis Risk Shortfall for each such Class and such
          Distribution Date;

         

        (B)  to
          each
          Class of Subordinate Certificates, in accordance with the Subordinate Priority,
          any applicable Basis Risk Shortfall and Unpaid Basis Risk Shortfall for
          each
          such Class and such Distribution Date; and

         

        (C)  to
          the
          Swap Account, for application pursuant to Section 5.02(f)(vi), any amounts
          remaining in the Basis Risk Reserve Fund, after taking into account
          distributions pursuant to clauses (A) and (B) above, in excess of the
          Required Reserve Fund Deposit for such Distribution Date;

         

        (v) on
          the
          Distribution Date occurring in February 2012 (or the next succeeding
          Distribution Date on which sufficient funds are available in the Certificate
          Account to make such distributions to the Class P Certificates), $100 to
          the
          Class P Certificates in payment of its Class P Principal Amount; 

         

        (vi) to
          the
          Swap Account, the Class X Distributable Amount (less any Basis Risk Payment
          for
          such Distribution Date) for such Distribution Date, for application pursuant to
          Section 5.02(g)(x) and Section 5.02(g)(xi) below; and

         

        (vii) to
          the
          Class LT-R Certificate, any amount remaining on such date after application
          pursuant to clauses (i) through (vi) above to the extent attributable to
          REMIC
          1, and otherwise to the Class R Certificates.

         

        (g) On
          each
          Distribution Date (or, with respect to clauses (i), (ii), (ix) and (x)
          below, on
          the related Swap Payment Date), the Trustee shall distribute the Swap Amount
          for
          such date as follows:

         

        (i) to
          the
          Swap Counterparty, any Net Swap Payment owed to the Swap Counterparty pursuant
          to the Swap Agreement for such Swap Payment Date;

         

        (ii) to
          the
          Swap Counterparty, any Swap Termination Payment (not due to a Swap Counterparty
          Trigger Event) owed to the Swap Counterparty pursuant to the Swap Agreement
          for
          such Swap Payment Date;

         

        (iii) concurrently,
          to the Senior Certificates, Current Interest and any Carryforward Interest
          for
          each such Class and such Distribution Date, to the extent unpaid (any shortfall
          in Current Interest and Carryforward Interest to be allocated among such
          Classes
          in proportion to the amount of Current Interest and Carryforward Interest
          that
          would have otherwise been distributable thereon);

         

        (iv) to
          the
          Subordinate Certificates, in accordance with the Subordinate Priority,
          Current
          Interest and any Carryforward Interest for each such Class and such Distribution
          Date to the extent unpaid; 

         


        
          
            
            

          

          
            105

            
              

            

          

          
            
            

          

        


        (v) to
          the
          LIBOR Certificates, any amount necessary to maintain the Targeted
          Overcollateralization Amount as specified in Sections 5.02(f)(i) and (ii)
          above
          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 such amounts distributed pursuant to this Section 5.02(g)(v)
          and all
          amounts distributed pursuant to Section 5.02(g)(vi) and Sections 5.02(h)(iii)
          and 5.02(h)(iv) shall not exceed the aggregate amount of cumulative Realized
          Losses incurred from the Cut-off Date through the last day of the related
          Collection Period less any amounts previously distributed pursuant to this
          Section 5.02(g)(v) and Section 5.02(g)(vi), together with any amounts previously
          distributed pursuant to Sections 5.02(h)(iii) and 5.02(h)(iv);

         

        (vi) to
          the
          Subordinate Certificates, in accordance with the Subordinate Priority,
          any
          Deferred Amount for each such Class and such Distribution Date, to the
          extent
          unpaid; provided,
          however,
          that the
          sum of all such amounts distributed pursuant to this Section 5.02(g)(vi)
          and all
          amounts distributed pursuant to Section 5.02(g)(v) and Sections 5.02(h)(iii)
          and
          5.02(h)(iv) shall not exceed the aggregate amount of cumulative Realized
          Losses
          incurred from the Cut-off Date through the last day of the related Collection
          Period less any amounts previously distributed pursuant to this Section
          5.02(g)(vi) and Section 5.02(g)(v) , together with any amounts previously
          distributed pursuant to Sections 5.02(h)(iii) and 5.02(h)(iv);

         

        (vii) to
          the
          Senior Certificates, any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls
          for each such Class for such Distribution Date, for application pursuant
          to the
          priorities set forth in Section 5.02(f)(iv)(A), to the extent
          unpaid;

         

        (viii) to
          the
          Subordinate Certificates, any Basis Risk Shortfalls and Unpaid Basis Risk
          Shortfalls for each such Class and for such Distribution Date, for application
          pursuant to the priorities set forth Section 5.02(f)(iv)(B), to the extent
          unpaid;

         

        (ix) to
          the
          Swap Termination Receipts Account for the purchase of a replacement swap
          agreement pursuant to Section 5.09 (if necessary);

         

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

         

        (xi) to
          the
          Class X Certificates, any remaining amount deposited into the Swap Account
          pursuant to Section 5.02(f)(iv)(C) or Section 5.02(f)(vi) and any remaining
          Swap
          Amount; and

         

        (xii) on
          the
          first Distribution Date on which the Class Principal Amount of each Class
          of
          Certificates has been reduced to zero, to the Class X Certificates, all
          amounts
          remaining in the Swap Account.

         

        (h) On
          each
          Distribution Date, the Trustee shall distribute the Interest Rate Cap Amount
          for
          such date after making all distributions under Section 5.02(g) above as
          follows:

         


        
          
            
            

          

          
            106

            
              

            

          

          
            
            

          

        


        (i) concurrently,
          to the Senior Certificates, Current Interest and any Carryforward Interest
          for
          each such Class for such Distribution Date, to the extent unpaid pursuant
          to
          Section 5.02(g)(iii) above (any shortfall in Current Interest and Carryforward
          Interest to be allocated among such Classes in proportion to the amount
          of
          Current Interest and Carryforward Interest that would have otherwise been
          distributable thereon);

         

        (ii) to
          the
          Subordinate Certificates, in accordance with the Subordinate Priority,
          Current
          Interest and any Carryforward Interest for such Class and such Distribution
          Date
          to the extent unpaid;

         

        (iii) to
          the
          LIBOR Certificates, any amount necessary to maintain the Targeted
          Overcollateralization Amount specified in Sections 5.02(f)(i) and (ii)
          above for
          such Distribution Date, for application pursuant to the priorities set
          forth in
          such Sections; provided, however, that the sum of all such amounts distributed
          pursuant to this Section 5.02(h)(iii) and all amounts distributed pursuant
          to
          Section 5.02(h)(iv) and Sections 5.02(g)(v) and (vi) shall not exceed the
          aggregate amount of cumulative Realized Losses incurred from the Cut-off
          Date
          through the last day of the related Collection Period less any amounts
          previously distributed pursuant to this Section 5.02(h)(iii) and Section
          5.02(h)(iv), together with any amounts previously distributed pursuant
          to
          Sections 5.02(g)(v) and (vi);

         

        (iv) to
          the
          Subordinate Certificates, in accordance with the Subordinate Priority,
          any
          Deferred Amount for each such Class and such Distribution Date to the extent
          unpaid; provided, however, that the sum of all such amounts distributed
          pursuant
          to this Section 5.02(h)(iv) and all amounts distributed pursuant to Section
          5.02(h)(iii) and Sections 5.02(g)(v) and (vi) shall not exceed the aggregate
          amount of cumulative Realized Losses incurred from the Cut-off Date through
          the
          last day of the related Collection Period less any amounts previously
          distributed pursuant to this Section 5.02(h)(iv) and Section 5.02(h)(iii),
          together with any amounts previously distributed pursuant to Sections 5.02(g)(v)
          and (vi);

         

        (v) to
          the
          Senior Certificates, any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls
          for each such Class and for such Distribution Date, for application pursuant
          to
          the priorities set forth in Section 5.02(f)(iv)(A), to the extent
          unpaid;

         

        (vi) to
          the
          Subordinate Certificates, any Basis Risk Shortfalls and Unpaid Basis Risk
          Shortfalls for each such Class and for such Distribution Date, for application
          pursuant to the priorities set forth in Section 5.02(f)(iv)(B), to the
          extent
          unpaid;

         

        (vii) to
          the
          Cap Termination Receipts Account for the purchase of a replacement cap
          agreement
          pursuant to Section 5.09(b) (if necessary); and

         

        (viii) to
          the
          Class X Certificates, any remaining Interest Rate Cap Amount.

         

        (i) On
          each
          Distribution Date, an amount equal to the aggregate of all Prepayment Premiums
          collected during the preceding Prepayment Period shall be distributed to
          the
          Class P Certificates.

         


        
          
            
            

          

          
            107

            
              

            

          

          
            
            

          

        


        (j) On
          the
          earlier of the Distribution Date in March 2037 and the termination of the
          Trust
          Fund, the Trustee shall distribute the funds on deposit in the Final Maturity
          Reserve Account in the following order of priority: 

         

        (i) to
          the
          Senior Certificates, concurrently, in proportion to their respective Class
          Principal Amounts, after giving effect to principal distributions on such
          Distribution Date, in reduction of their respective Class Principal Amounts,
          until the Class Principal Amount of each such Class has been reduced to
          zero;
provided,
          that
          all
          amounts distributable to the Group 1 Senior Certificates and the Group
          2 Senior
          Certificates shall first be made from amounts on deposit in the Final Maturity
          Reserve Account in respect of the Pool 1 Mortgage Loans and the Pool 2
          Mortgage
          Loans, respectively, and then from the unrelated Mortgage Pool to the extent
          not
          paid;

         

        (ii) to
          the
          Subordinate Certificates, in accordance with the Subordinate Priority,
          after
          giving effect to principal distributions on such Distribution Date, in
          reduction
          of their respective Class Principal Amounts, until the Class Principal
          Amount of
          each such Class has been reduced to zero;

         

        (iii) to
          the
          LIBOR Certificates, any Current Interest and Carryforward Interest for
          each such
          Class, to the extent unpaid, in accordance with the priorities set forth
          in
          Sections 5.02(d)(i) and (d)(ii);

         

        (iv) to
          the
          Subordinate Certificates, in accordance with the Subordinate Priority,
          any
          Deferred Amounts for each such Class, to the extent unpaid;

         

        (v) to
          the
          LIBOR Certificates, any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls
          for each such Class, to the extent unpaid, in accordance with the priorities
          set
          forth in Sections 5.02(f)(iv)(A) and (f)(iv)(B); and

         

        (vi) to
          the
          Class X Certificates, any remaining amount.

         

        (k) On
          each
          Distribution Date occurring after a Section 7.01(c) Purchase Event, but
          on or
          prior to a Trust Fund Termination Event, the Trustee (or the Paying Agent
          on
          behalf of the Trustee), shall withdraw from the Certificate Account the
          Total
          Distribution Amount (to the extent such amount is on deposit in the Certificate
          Account) and amounts available for payment to the Swap Counterparty, and shall
          allocate such amount to the interests issued in respect of the Lower Tier
          REMIC
          1 Uncertificated Regular Interests created pursuant to this Agreement and
          shall
          distribute such amount first,
          for
          deposit into the Swap Account, an amount equal to any Net Swap Payment
          or Swap
          Termination Payment owed to the Swap Counterparty on the related Swap Payment
          Date, second,
          to the
          Credit Risk Manager, the Credit Risk Manager’s Fee, third,
          to the
          Trustee, any amounts reimbursable pursuant to Section 4.04(b)(i) and not
          previously reimbursed to the Trustee and fourth,
          to the
          LTURI-holder, any remaining Total Distribution Amount to the extent payable
          on
          the Lower Tier REMIC 1 Uncertificated Regular Interests as provided in
          the
          Preliminary Statement, and fifth,
          to the
          Class LT-R Certificates.

         

        (l) On
          each
          Swap Payment Date occurring after a Section 7.01(c) Purchase Event but
          on or
          prior to a Trust Fund Termination Event, the Trustee shall distribute the
          Swap
          Amount for such date first,
          to the
          Swap Counterparty to pay any Net Swap Payment owed to the Swap Counterparty
          pursuant to the Swap Agreement for such Swap Payment Date; second,
          to the
          Swap Counterparty, to pay any Swap Termination Payment owed to the Swap
          Counterparty pursuant to the Swap Agreement for such Swap Payment Date,
          third,
          if
          applicable, to the Swap Termination Receipts Account, for application to
          the
          purchase of a replacement swap agreement pursuant to Section 5.09; and
          fourth,
          any
          remaining amount of Swap Amount, to the LTURI-holder.

         


        
          
            
            

          

          
            108

            
              

            

          

          
            
            

          

        


        (m) On
          each
          Distribution Date occurring after a Section 7.01(c) Purchase Event but
          on or
          prior to a Trust Fund Termination Event, the Trustee shall distribute any
          amounts received from the Cap Counterparty under the Interest Rate Cap
          Agreement
          for such Distribution Date first,
          to the
          Cap Termination Receipts Account, for application to the purchase of a
          replacement cap agreement pursuant to Section 5.09(b); and second,
          any
          remaining amount from the Cap Counterparty under the Interest Rate Cap
          Agreement, to the LTURI-holder.

         

        (n) On
          each
          Distribution Date, an amount equal to the aggregate PPTL Premiums and FPD
          Premiums collected during the preceding Prepayment Period shall be distributed
          to the Class X Certificates.

         

        
          	
                  Section
                    5.03.

                	
                  Allocation
                    of Losses. 

                


        

         

        On
          each
          Distribution Date, the Class Principal Amounts of the Subordinate Certificates
          will be reduced by the amount of any Applied Loss Amount for such date,
          in the
          following order of priority:

         

        (i) to
          the
          Class B2 Certificates, until the Class Principal Amount thereof has been
          reduced
          to zero;

         

        (ii) to
          the
          Class B1 Certificates, until the Class Principal Amount thereof has been
          reduced
          to zero;

         

        (iii) to
          the
          Class M9 Certificates, until the Class Principal Amount thereof has been
          reduced
          to zero;

         

        (iv) to
          the
          Class M8 Certificates, until the Class Principal Amount thereof has been
          reduced
          to zero;

         

        (v) to
          the
          Class M7 Certificates, until the Class Principal Amount thereof has been
          reduced
          to zero;

         

        (vi) to
          the
          Class M6 Certificates, until the Class Principal Amount thereof has been
          reduced
          to zero;

         

        (vii) to
          the
          Class M5 Certificates, until the Class Principal Amount thereof has been
          reduced
          to zero;

         

        (viii) to
          the
          Class M4 Certificates, until the Class Principal Amount thereof has been
          reduced
          to zero;

         


        
          
            
            

          

          
            109

            
              

            

          

          
            
            

          

        


        (ix) to
          the
          Class M3 Certificates, until the Class Principal Amount thereof has been
          reduced
          to zero; 

         

        (x) to
          the
          Class M2 Certificates, until the Class Principal Amount thereof has been
          reduced
          to zero; and

         

        (xi) to
          the
          Class M1 Certificates, until the Class Principal Amount thereof has been
          reduced
          to zero.

         

        
          	
                  Section
                    5.04.

                	
                  Advances
                    by Master Servicer, Servicers and Trustee.


                


        

         

        (a) Subject
          to Section 9.07, Advances shall be made in respect of each Master Servicer
          Remittance Date as provided herein. If, on any Determination Date, any
          Servicer
          determines that any Scheduled Payments (or in the case of Simple Interest
          Mortgage Loans, the amount of any scheduled interest payments) due during
          the
          related Collection Period (other than Balloon Payments) have not been received,
          such Servicer shall advance such amount to the extent provided in the applicable
          Servicing Agreement. If any Servicer fails to remit Advances required to
          be made
          under the applicable Servicing Agreement, the Master Servicer shall itself
          make,
          or shall cause the successor servicer to make, such Advance on the Master
          Servicer Remittance Date immediately following such Determination Date.
          If the
          Master Servicer determines that an Advance is required, it shall on the
          Master
          Servicer Remittance 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 Master Servicer Remittance
          Date
          to the extent that funds in the Certificate Account on such Master Servicer
          Remittance Date shall be less than payments to Certificateholders required
          to be
          made on the related Distribution Date. The Trustee shall be entitled to
          rely
          conclusively 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. Notwithstanding anything
          to the
          contrary herein, in the event the Master Servicer determines in its reasonable
          judgment that an Advance is non-recoverable, the Master Servicer shall
          be under
          no obligation to make such Advance.

         

        (b) In
          the
          event that the Master Servicer or any Servicer fails for any reason to
          make an
          Advance required to be made pursuant to this Section 5.04 on or before
          the
          Master Servicer Remittance 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
          the
          Servicers that would have been deposited in such Certificate Account over
          (b)
          the amount of any Advance made by the Master Servicer or any 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 Collection Account and/or the
          Certificate Account for Advances made by it pursuant to this Section 5.04
          as if
          it were the Master Servicer.

         


        
          
            
            

          

          
            110

            
              

            

          

          
            
            

          

        


        
          	
                  Section
                    5.05.

                	
                  Compensating
                    Interest Payments. 

                


        

         

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

         

        
          	
                  Section
                    5.06.

                	
                  Basis
                    Risk Reserve Fund. 

                


        

         

        (a) On
          the
          Closing Date, the Trustee shall establish and maintain in its name, in
          trust for
          the benefit of the Certificateholders, a Basis Risk Reserve Fund, into
          which
          Lehman Brothers Holdings Inc. (“LBH”) shall initially deposit $1,000. The 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 monies, including, without limitation, other monies of the Trustee
          held
          pursuant to this Agreement.

         

        (b) The
          Trustee (or Paying Agent) shall make withdrawals from the Basis Risk Reserve
          Fund to make distributions pursuant to Section 5.02(f)(iv) hereof in accordance
          with the Distribution Date reports. Notwithstanding the foregoing, the
          initial
          deposit of $1,000 made pursuant to subsection (a) above may be applied
          by the
          Trustee (or Paying Agent) to make such distributions.

         

        (c) Funds
          in
          the Basis Risk Reserve Fund shall be invested in Eligible Investments.
          Any
          earnings on such amounts shall be distributed on each Distribution Date
          to the
          Holders of the Class X Certificates. The Class X Certificates shall evidence
          ownership of the Basis Risk Reserve Fund for federal income tax purposes
          and LBH
          on behalf of the Holder 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 Basis Risk Reserve Fund, such
          funds
          shall be invested in the U.S. Bank First American Prime Obligation Fund,
          Class
          A. The Basis Risk Reserve Fund shall be terminated after the earlier of
          (A) a
          Section 7.01(c) Purchase Event or (B) a Trust Fund Termination Event and
          any
          funds remaining in such fund upon such termination shall be released to
          Holders
          of the Class X Certificates.

         

        
          	
                  Section
                    5.07.

                	
                  Supplemental
                    Interest Trust. 

                


        

         

        (a) A
          separate trust is hereby established (the “Supplemental Interest Trust”), the
          corpus of which shall be held by the Trustee, in trust, for the benefit
          of the
          Certificateholders. The Trustee, as trustee of the Supplemental Interest
          Trust,
          shall establish an account (the “Swap Account”), into which LBH shall initially
          deposit $1,000. The Swap 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 monies, including, without limitation, other
          monies
          of the Trustee held pursuant to this Agreement. 

         


        
          
            
            

          

          
            111

            
              

            

          

          
            
            

          

        


        (b) In
          addition, the Trustee, as trustee of the Supplemental Interest Trust, shall
          establish an account (the “Interest Rate Cap Account”), into which LBH shall
          initially deposit $1,000. The Interest Rate Cap 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 monies, including, without limitation,
          other monies of the Trustee held pursuant to this Agreement.

         

        (c) In
          addition, on the Closing Date, the Trustee, on behalf of the Supplemental
          Interest Trust, shall establish an account (the “Collateral
          Account”)
          into
          which funds shall be deposited pursuant to Section 5.07(h). The Collateral
          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 monies,
          including, without limitation, other monies of the Trustee held pursuant
          to this
          Agreement.

         

        (d) The
          Trustee shall deposit into the Swap Account any Net Swap Payment required
          pursuant to Sections 5.02(b), (c), (e) and (k), any Swap Termination Payment
          required pursuant to Sections 5.02(b), (c), (e) and (k), any amounts received
          from the Swap Counterparty under the Swap Agreement and any amounts distributed
          from the Basis Risk Reserve Fund required pursuant to Sections 5.02(f)(iv)(C)
          and (f)(vi), and shall distribute from the Swap Account any Net Swap Payment
          required pursuant to Section 5.02(g)(i) or Section 5.02(l), as applicable,
          or
          Swap Termination Payment required pursuant to Section 5.02(g)(ii), Section
          5.02(g)(x) or Section 5.02(l), as applicable. Notwithstanding
          the foregoing, the initial deposit of $1,000 made pursuant to subsection
          (a)
          above may be applied by the Trustee to make such distributions of any Net
          Swap
          Payment or any Swap Termination Payment.

         

        (e) The
          Trustee shall deposit into the Interest Rate Cap Account any amounts received
          from the Cap Counterparty under the Interest Rate Cap Agreement.

         

        (f) Funds
          in
          the Swap Account shall be invested in Eligible Investments. Any earnings
          on such
          amounts shall be distributed on each Distribution Date pursuant to Section
          5.02(g) or Section 5.02(l), as applicable. The Class X Certificates shall
          evidence ownership of the Swap Account for federal income tax purposes
          and the
          Holder 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 the Class X
          Certificateholders as to investment of funds on deposit in the Swap Account,
          such funds shall be invested in the U.S. Bank First American Government
          Obligations Fund, Class A or comparable investment vehicle. Any amounts
          on
          deposit in the Swap Account in excess of the Swap Amount on any Distribution
          Date shall be held for distribution pursuant to Section 5.02(g) or Section
          5.02(l), as applicable, on the following Distribution Date.

         

        (g) Funds
          in
          the Interest Rate Cap Account shall be invested in Eligible Investments.
          Any
          earnings on such amounts shall be distributed on each Distribution Date
          pursuant
          to Section 5.02(h) or Section 5.02(g), as applicable. The Class X Certificates
          shall evidence ownership of the Interest Rate Cap Account for federal income
          tax
          purposes and the Holder 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
          the
          Class X Certificateholders as to investment of funds on deposit in the
          Interest
          Rate Cap Account, such funds shall be invested in the U.S. Bank First American
          Government Obligations Fund, Class A or comparable investment vehicle.
          Any
          amounts on deposit in the Interest Rate Cap Account in excess of the Interest
          Rate Cap Amount on any Distribution Date shall be held for distribution
          pursuant
          to Section 5.02(h) or Section 5.02(m), as applicable, on the following
          Distribution Date.

         


        
          
            
            

          

          
            112

            
              

            

          

          
            
            

          

        


        (h) Funds
          or
          collateral required to be held pursuant to the Credit Support Annex shall
          be
          deposited into the Collateral Account. Funds posted by the Cap Counterparty
          (or
          its credit support provider) and/or the Swap Counterparty (or its credit
          support
          provider) in the Collateral Account shall be invested in Eligible Investments
          at
          the written direction of the Swap Counterparty. Any interest earnings on
          such
          amounts shall be remitted to the Cap Counterparty and/or the Swap Counterparty,
          as applicable, pursuant to the terms of the Credit Support Annex. For federal
          income tax purposes, the Swap Counterparty shall be considered owner of
          funds
          deposited in the Collateral Account. The Trustee shall not be liable for
          any
          losses incurred on such investments. In the absence of written instructions
          from
          the Cap Counterparty (or its credit support provider) and/or the Swap
          Counterparty (or its credit support provider) as to investment of funds
          on
          deposit in the Collateral Account, such funds shall be invested in the
          U.S. Bank
          First American Government Obligations Fund, Class A or comparable investment
          vehicle. 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, remitted to the
          Swap
          Account and distributed as all or a portion of such Net Swap Payment or
          Swap
          Termination Payment pursuant to Section 5.02(g) or Section 5.02(l), as
          applicable. On any Distribution Date as to which a shortfall exists with
          respect
          to Interest Rate Cap Amounts owed by the Cap Counterparty as a result of
          its
          failure to make payments pursuant to the Interest Rate Cap Agreement, amounts
          necessary to cover such shortfall shall be removed from the Collateral
          Account,
          remitted to the Interest Rate Cap Account and distributed as all or a portion
          of
          such Interest Rate Cap Amount pursuant to Section 5.02(h) or Section 5.02(m),
          as
          applicable. Any amounts on deposit in the Collateral Account required to
          be
          returned to the Cap Counterparty (or its credit support provider) and/or
          the
          Swap Counterparty (or its credit support provider), as applicable, as a
          result
          of (i) the termination of the Swap Agreement or the Interest Rate Cap Agreement,
          as applicable, (ii) the procurement of a guarantor, (iii) the reinstatement
          of
          required ratings or (iv) otherwise pursuant to the Swap Agreement, shall
          be
          released directly to the Swap Counterparty and/or the Cap Counterparty,
          as
          applicable, pursuant to the terms of the Credit Support Annex.

         

        (i) Upon
          termination of the Trust Fund, any amounts remaining in the Swap Account
          shall
          be distributed pursuant to the priorities set forth in Sections 5.02(g)
          or
          5.02(l), as applicable.

         

        (j) Upon
          termination of the Trust Fund, any amounts remaining in the Interest Rate
          Cap
          Account shall be distributed pursuant to the priorities set forth in Section
          5.02(h) or Section 5.02(m), as applicable.

         


        
          
            
            

          

          
            113

            
              

            

          

          
            
            

          

        


        (k) Upon
          termination of the Trust Fund, any amounts remaining in the Collateral
          Account
          shall be distributed as required pursuant to the terms of the Credit Support
          Annex. 

         

        (l) It
          is the
          intention of the parties hereto that, for federal and state income and
          state and
          local franchise tax purposes, the Supplemental Interest Trust be disregarded
          as
          an entity separate from the holder of the Class X Certificates unless and
          until
          the date when either (a) there is more than one Class X Certificateholder
          or (b)
          any Class of Certificates in addition to the Class X Certificates is
          recharacterized as an equity interest in the Supplemental Interest Trust
          for
          federal income tax purposes. The Trustee shall not be responsible for any
          entity
          level tax reporting for the Supplemental Interest Trust.

         

        (m) 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
          or the Interest Rate Cap Agreement shall be deemed to be an obligation
          of the
          Supplemental Interest Trust.

         

        (n) In
          the
          event that either the Swap Counterparty or the Cap Counterparty fails to
          perform
          any of its obligations under the Swap Agreement or the Interest Rate Cap
          Agreement (including, without limitation, its obligations to make any payment
          or
          transfer collateral), or breaches any of its representations and warranties
          under the Swap Agreement or the Interest Rate Cap Agreement, as applicable,
          or
          in the event that an Event of Default, Termination Event, or Additional
          Termination Event occurs (as such terms are defined in the Swap Agreement
          or the
          Interest Rate Cap Agreement, as applicable), the Trustee, on behalf of
          the
          Supplemental Interest Trust, shall (upon a Responsible Officer of the Trustee
          receiving written notice or having actual knowledge of the occurrence thereof),
          no later than the next Business Day following such failure, breach or
          occurrence, notify the Swap Counterparty or the Cap Counterparty and give
          any
          notice of such failure and make any demand for payment pursuant to the
          Swap
          Agreement or the Interest Rate Cap Agreement, as applicable. In the event
          that
          the Swap Counterparty’s obligations under the Swap Agreement or the Cap
          Counterparty’s obligations under the Interest Rate Cap Agreement are at any time
          guaranteed by a third party, then to the extent that the Swap Counterparty
          or
          Cap Counterparty fails to make any payment or delivery required under terms
          of
          the Swap Agreement or the Interest Rate Cap Agreement, as applicable, the
          Trustee, on behalf of the Supplemental Interest Trust, shall (upon a Responsible
          Officer of the Trustee receiving written notice or having actual knowledge
          of
          the occurrence thereof), no later than the next Business Day following
          such
          failure, demand that such guarantor make any and all payments then required
          to
          be made by the applicable guarantor. 

         

        
          	
                  Section
                    5.08.

                	
                  Rights
                    of Swap Counterparty. 

                


        

         

        (a) 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), (c), (e) and (l), and any Swap
          Termination Payment required pursuant to Sections 5.02(b), (c), (e) and
          (l),
          into the Swap Account, (B) to deposit any amounts from the Basis Risk Reserve
          Fund required pursuant to Sections 5.02(f)(iv)(C) and Section 5.02(f)(vi)
          into
          the Swap Account, (C) to pay any Net Swap Payment required pursuant to
          Section
          5.02(g)(i) or Section 5.02(l), as applicable, or Swap Termination Payment
          required pursuant to Sections 5.02(g)(ii), Section 5.02(g)(x), or Section
          5.02(l), as applicable to the Swap Counterparty and (D) to establish and
          maintain the Swap Account, to make such deposits thereto, investments therein
          and distributions therefrom as are required pursuant to Section 5.07. 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.

         


        
          
            
            

          

          
            114

            
              

            

          

          
            
            

          

        


        
          	
                  Section
                    5.09.

                	
                  Termination
                    Receipts. 

                


        

         

        (a) 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(g)(x) or Section 5.02(l),
          as
          applicable (“Termination Receipts”) will be deposited in a segregated
          non-interest bearing account which shall be an Eligible Account established
          by
          the Trustee (the “Swap Termination Receipts Account”) and (ii) any amounts
          received from a replacement Swap Counterparty (“Swap Replacement Receipts”) will
          be deposited in a segregated non-interest bearing account which shall be
          an
          Eligible Account established by the Trustee (the “Swap Replacement Receipts
          Account”). The Trustee shall invest, or cause to be invested, funds held in the
          Swap Termination Receipts Account and the Swap 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, a Distribution 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 Swap Termination Receipts Account or the Swap Replacement
          Receipts Account, as applicable, and all losses, if any, shall be borne
          by the
          related account. 

         

        Unless
          otherwise permitted by the Rating Agencies as evidenced in a written
          confirmation, the Depositor shall arrange for replacement Swap Agreement(s)
          or
          procure a replacement guarantor, if applicable, and the Trustee shall upon
          written direction of, and with the assistance and cooperation of the Depositor,
          use amounts on deposit in the Swap Termination Receipts Account, if necessary,
          to enter into replacement Swap Agreement(s) or to execute any other agreements
          with respect to such replacement guarantor, if applicable, 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 (if
          required
          pursuant to the terms of the Swap Agreement) 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 Swap 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
          replacement swap agreement, be paid to the Class X Certificates.

         


        
          
            
            

          

          
            115

            
              

            

          

          
            
            

          

        


        (b) In
          the
          event of an “Early
          Termination Event”
          as
          defined under the Interest Rate Cap Agreement, (i) any Cap Termination
          Payment
          made by the Cap Counterparty to the Interest Rate Cap Account and paid
          pursuant
          to Section 5.02(h)(vii) or Section 5.02(m)
          (“Cap
          Termination Receipts”)
          shall
          be deposited in a segregated non-interest bearing account which shall be
          an
          Eligible Account established by the Trustee (the “Cap
          Termination Receipts Account”)
          and
          (ii) any amounts received from a replacement Cap Counterparty (“Cap
          Replacement Receipts”)
          will be
          deposited in a segregated non-interest bearing account which shall be an
          Eligible Account established by the Trustee (the “Cap
          Replacement Receipts Account”).
          The
          Trustee shall invest, or cause to be invested, funds held in the Cap Termination
          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 Interest Rate Cap Payment Date, a Distribution Date
          or
          such other date as directed by the Certificateholders. All such Eligible
          Investments shall be made in the name of the Supplemental Interest Trust
          or its
          nominee. All income and gain realized from any such investment shall be
          deposited in the Cap Termination Receipts Account and all losses, if any,
          shall
          be borne by such account. 

         

        Unless
          otherwise permitted by the Rating Agencies as evidenced in a written
          confirmation, the Depositor shall arrange for replacement Interest Rate
          Cap
          Agreement(s) and the Trustee shall promptly, with the assistance and cooperation
          of the Depositor, use amounts on deposit in the Cap Termination Receipts
          Account, if necessary, to enter into replacement Interest Rate Cap 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 Interest Rate Cap 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.

         

        Section
          5.10. Final
          Maturity Reserve Trust. 

         

        (a) A
          separate trust is hereby established (the “Final Maturity Reserve Trust”), the
          corpus of which shall be held, in trust, for the Certificateholders. The
          Trustee, on behalf of the Final Maturity Reserve Trust, shall establish
          an
          account (the “Final Maturity Reserve Account”), into which LBH shall initially
          deposit $1,000. The Final Maturity Reserve 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 monies, including, without limitation,
          other
          monies of the Trustee held pursuant to this Agreement.

         

        (b) The
          Trustee shall deposit into the Final Maturity Reserve Trust any Final Maturity
          Reserve Amount pursuant to Sections 5.02(b)(iii) and 5.02(c)(iii). The
          Trustee
          shall distribute the funds in the Final Maturity Reserve Account pursuant
          to
          Section 5.02(j). Notwithstanding the foregoing, the initial deposit of
          $1,000
          made pursuant to subsection (a) above may be applied by the Trustee to
          make any
          such distributions.

         

        (c) Funds
          in
          the Final Maturity Reserve Account shall be invested in Eligible Investments.
          Any earnings on such amounts shall be distributed pursuant to Section 5.02(j).
          The Class X Certificates shall evidence ownership of the Final Maturity
          Reserve
          Trust for federal income tax purposes and LBH on behalf of the Holder 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 the Class X Certificateholders as
          to
          investment of funds on deposit in the Final Maturity Reserve Account, such
          funds
          shall be invested in the U.S. Bank First American Prime Obligation Fund,
          Class A
          or a comparable investment vehicle. 

         


        
          
            
            

          

          
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        (d) Upon
          termination of the Trust Fund, any amounts remaining in the Final Maturity
          Reserve Account shall be distributed pursuant to the priorities in Section
          5.02(j).

         

        (e) It
          is the
          intention of the parties hereto that, for federal and state income and
          state and
          local franchise tax purposes, the Final Maturity Reserve Trust be disregarded
          as
          an entity separate from the holder of the Class X Certificates unless and
          until
          the date when either (a) there is more than one Class X Certificateholder
          or (b)
          any Class of Certificates in addition to the Class X Certificates is
          recharacterized as an equity interest in the Final Maturity Reserve Trust
          for
          federal income tax purposes. The Trustee shall notbe responsible for any
          entity
          level tax reporting for the Final Maturity Reserve Trust.

         

        (f) For
          federal income tax purposes, any Certificateholder that receives a principal
          payment from the Final Maturity Reserve Trust shall be treated as selling
          a
          portion of its Certificate to the Class X Certificateholder and as having
          received the amount of the principal payment from the Class X Certificateholder
          as the proceeds of the sale. The portion of the Certificate that is treated
          as
          having been sold shall equal the amount of the corresponding reduction
          in the
          Certificate Principal Amount of such Certificate. Principal payments received
          from the Final Maturity Reserve Trust shall not be treated as distributions
          from
          any REMIC created hereby. All principal distributions from the Final Maturity
          Reserve Trust shall be accounted for hereunder in accordance with this
          Section
          5.10(f).

         

        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
          has
          occurred and has not otherwise been cured or waived, the Trustee (upon
          receipt
          of actual knowledge thereof by a Responsible Officer of 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, any Servicer, the Swap
          Counterparty, the Cap Counterparty or the Credit Risk Manager to the Trustee
          pursuant to this Agreement, and 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.

         


        
          
            
            

          

          
            117

            
              

            

          

          
            
            

          

        


        (c) The
          Trustee shall not have any liability arising out of or in connection with
          this
          Agreement, except for its negligence or willful misconduct. 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 liable with respect to any action taken, suffered
          or
          omitted to be taken by it in good faith in accordance with the direction
          of the
          Holders as provided in Section 6.18 hereof;

         

        (ii) For
          all
          purposes under this Agreement, the Trustee shall not be deemed to have
          notice of
          any Event of Default (other than resulting from a failure by the Master
          Servicer
          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 Corporate Trust Office, and such notice references the Holders
          of
          the Certificates and this Agreement;

         

        (iii) 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;

         

        (iv) The
          Trustee shall not be responsible for any act or omission of the Master
          Servicer,
          any Servicer, the Credit Risk Manager, the Depositor, the Seller, any Custodian,
          the Cap Counterparty or the Swap Counterparty.

         

        (d) The
          Trustee shall have no duty hereunder with respect to any complaint, claim,
          demand, notice or other document it may receive or which may be alleged
          to have
          been delivered to or served upon it by the parties as a consequence of
          the
          assignment of any Mortgage Loan hereunder; provided,
          however,
          that the
          Trustee shall promptly remit to the Master Servicer upon receipt any such
          complaint, claim, demand, notice or other document (i) which is delivered
          to the
          Corporate Trust Office of the Trustee and makes reference to this series
          of
          Certificate or this Agreement, (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.

         


        
          
            
            

          

          
            118

            
              

            

          

          
            
            

          

        


        (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.

         

        (g) The
          Trustee shall not be held liable by reason of any insufficiency in the
          Collection Account or any other account established under this Agreement
          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) 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 rerecording, refiling or redepositing of any thereof, (B) to see to
          any
          insurance or claim under any Insurance Policy, and (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, the Supplemental Interest Trust or the Final Maturity
          Reserve Trust other than from funds available in the Collection Account
          or the
          Certificate Account, as applicable. Except as otherwise provided herein,
          the
          Trustee shall not have any duty to confirm or verify the contents of any
          reports or certificates of the Master Servicer, any Servicer, the Swap
          Counterparty, the Cap Counterparty or the Credit Risk Manager 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.

         


        
          
            
            

          

          
            119

            
              

            

          

          
            
            

          

        


        (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, none of the Trustee or any
          Paying
          Agent shall be liable for special, indirect or consequential losses or
          damages
          of any kind whatsoever (including, but not limited to, lost profits), even
          if
          the Paying Agent or the Trustee, as applicable, has been advised of the
          likelihood of such loss or damage and regardless of the form of
          action.

         

        (k) The
          Trustee shall not be construed to render the Trustee an agent of the Master
          Servicer or any Servicer.

         

        (l) For
          so
          long as the Depositor is subject to Exchange Act reporting requirements
          for the
          Structured Asset Securities Corporation Mortgage Loan Trust 2007-BC2
          transaction, 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.

         

        (m) The
          Paying Agent and Certificate Registrar shall have the same rights, protections,
          immunities and indemnities as are afforded to the Trustee pursuant to this
          Article VI.

         

        
          	
                  Section
                    6.02.

                	
                  Certain
                    Matters Affecting the Trustee. 

                


        

         

        Except
          as
          otherwise provided in Section 6.01:

         

        (a) The
          Trustee may request, and may rely and shall be protected in acting or refraining
          from acting upon any resolution, Officer’s Certificate, certificate of auditors
          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 the Holders of at least a majority in Class Principal Amount
          (or
          Percentage Interest) 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 from any NIMS Insurer or the Certificateholders, as
          applicable, as a condition to proceeding. The reasonable expense thereof
          shall
          be paid by the party requesting such investigation and if not reimbursed
          by the
          requesting party shall be reimbursed to the Trustee by the Trust
          Fund;

         


        
          
            
            

          

          
            120

            
              

            

          

          
            
            

          

        


        (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 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;

         

        (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, the Supplemental Interest Trust or the Final
          Maturity Reserve Trust 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, any Servicing Agreement, any Custodial Agreement, the Interest
          Rate
          Cap Agreement or the Swap Agreement, the Certificates (other than the
          certificate of authentication on the Certificates) or the Lower Tier REMIC
          1
          Uncertificated Regular Interests, or of any Mortgage Loan, or related document
          save that the Trustee represents that, assuming due execution and delivery
          by
          the other parties hereto, this Agreement has been duly authorized, executed
          and
          delivered by it and constitutes its valid and binding obligation, enforceable
          against it in accordance with its terms except that such 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, any Servicing
          Agreement, any Custodial Agreement, the Swap Agreement, the Interest Rate
          Cap
          Agreement or the Mortgage Loan Sale Agreement or the validity, priority,
          perfection or sufficiency of the security for the Certificates or the Lower
          Tier
          REMIC 1 Uncertificated Regular Interests issued or intended to be issued
          hereunder. 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.

         


        
          
            
            

          

          
            121

            
              

            

          

          
            
            

          

        


        
          	
                  Section
                    6.04.

                	
                  Trustee
                    May Own Certificates. 

                


        

         

        The
          Trustee and any Affiliate or agent of it 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 and their Affiliates with
          the same
          rights it would have if it were not Trustee or such agent.

         

        
          	
                  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, (ii) a corporation or national banking association,
          organized and doing business under the laws of any State or the United
          States of
          America, authorized under such laws to exercise corporate trust powers,
          having a
          combined capital and surplus of not less than $50,000,000 and subject to
          supervision or examination by federal or state authority and (iii) not
          an
          Affiliate of the Master Servicer or any Servicer (except in the case of
          the
          Trustee). 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 addition,
          the
          Trustee (i) may not be an originator of Mortgage Loans, the Master Servicer,
          a
          Servicer, the Depositor or an affiliate of the Depositor unless the Trustee
          is
          in an institutional trust department of the Trustee and (ii) must be authorized
          to exercise corporate trust powers under the laws of its jurisdiction of
          organization. In case at any time the Trustee shall cease to be eligible
          in
          accordance with provisions of this Section, the Trustee shall resign immediately
          in the manner and with the effect specified in Section 6.06.

         

        
          	
                  Section
                    6.06.

                	
                  Resignation
                    and Removal of Trustee. 

                


        

         

        (a) The
          Trustee may at any time resign and be discharged from the trust hereby
          created
          by giving written notice thereof to the Depositor, the Swap Counterparty,
          the
          Cap Counterparty, any NIMS Insurer and the Master Servicer. Upon receiving
          such
          notice of resignation, the Depositor will promptly appoint 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 and one copy to each of the Master Servicer 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.

         


        
          
            
            

          

          
            122

            
              

            

          

          
            
            

          

        


        (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 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) the Trustee
          shall
          fail to observe or perform in any material respect any of the covenants
          or
          agreements of the Trustee contained in this Agreement, including any failure
          to
          provide the information, reports, assessments or attestations required
          pursuant
          to Subsection 9.25(a) or 9.25(b) hereof, (iv) 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, (v) the continued use of the Trustee
          would
          result in a downgrading of the rating by any Rating Agency of any Class
          of
          Certificates with a rating, (vi) the Paying Agent shall fail to provide
          the
          information required pursuant to Subsection 3.08(b) hereof or (vii) the
          Depositor desires to replace the Trustee with a successor trustee, then
          the
          Depositor, the Master Servicer or any NIMS Insurer shall remove the Trustee
          or
          the Paying Agent, as applicable, and the Depositor shall appoint a successor
          trustee acceptable to any NIMS Insurer and the Master Servicer by written
          instrument, one copy of which instrument shall be delivered to the Trustee
          so
          removed, one copy to the successor trustee and one copy to each of the
          Master
          Servicer and any NIMS Insurer.

         

        (c) The
          Holders of more than 50% of the Class Principal Amount (or Percentage Interest)
          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 to 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, one copy each to the
          Master
          Servicer and any NIMS Insurer; the Depositor shall thereupon appoint a
          successor
          trustee in accordance with this Section mutually acceptable to the Depositor,
          the Master Servicer and any NIMS Insurer.

         

        (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. A predecessor trustee
          (or its
          custodian) shall deliver to the Trustee or any successor trustee (or assign
          to
          the Trustee its interest under any 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 records 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. 

         


        
          
            
            

          

          
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        (b) No
          successor trustee shall accept appointment as provided in this Section
          6.07
          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
          6.07, the predecessor trustee shall mail notice of the succession of such
          trustee to all Holders of Certificates at their addresses as shown in the
          Certificate Register and to any Rating Agency. The expenses of such mailing
          shall be borne by the predecessor trustee.

         

        (d) Upon
          the
          resignation or removal of the Trustee pursuant to this Section 6.07, the
          Trustee
          shall deliver the amounts held in its possession for the benefit of the
          Certificateholders to the successor trustee upon the appointment of the
          successor 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. Unless
          and
          until a Form 15 suspension notice shall have been filed, as a condition
          to a
          succession to the Trustee under this Agreement by any Person (i) into which
          the
          Trustee may be merged or consolidated, or (ii) which may be appointed as
          a
          successor to the Trustee, the Trustee shall notify the Sponsor, the Master
          Servicer and the Depositor, at least 15 calendar days prior to the effective
          date of such succession or appointment, of such succession or appointment
          and
          shall furnish to the Sponsor, the Master Servicer and the Depositor in
          writing
          and in form and substance reasonably satisfactory to the Sponsor, the Master
          Servicer and the Depositor, all information reasonably necessary for the
          Trustee
          to accurately and timely report, pursuant to Section 6.20, the event under
          Item
          6.02 of Form 8-K pursuant to the Exchange Act (if such reports under the
          Exchange Act are required to be filed under the Exchange Act). 

         


        
          
            
            

          

          
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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
          Percentage Interest) of every Class of Certificates shall
          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
          Sections 5.04 and 6.14 hereof shall not be affected or assigned by the
          appointment of a co-trustee. 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 the Custodial Agreements,
          as
          applicable.

         

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

         

        (i)  all
          powers, duties, obligations and rights conferred upon the Trustee in respect
          of
          the receipt, custody and payment of monies 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.

         


        
          
            
            

          

          
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        (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 the
          Master
          Servicer and 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.

         

        (g) The
          Trustee shall pay the reasonable compensation of the co-trustees requested
          by
          the Trustee to be so appointed (which compensation shall not reduce any
          compensation payable to the Trustee ) and, if paid by the Trustee, shall
          be a
          reimbursable expense pursuant to Section 6.12.

         

        (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, the Sponsor 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.
          The
          Trustee shall indemnify the Sponsor, the Depositor and the Master Servicer
          and
          any director, officer, employee or agent of each of the Sponsor, 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 upon 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, 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.

         


        
          
            
            

          

          
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                  Section
                    6.10.

                	
                  Authenticating
                    Agents. 

                


        

         

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

         

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

         

        (c) Any
          Authenticating Agent may at any time resign by giving at least 30 days’ advance
          written notice of resignation to the Trustee, 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. 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.

         


        
          
            
            

          

          
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                  Section
                    6.11.

                	
                  Indemnification
                    of Trustee. 

                


        

         

        The
          Trustee and its 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 any of its directors, officers,
          employees or agants 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 its duties hereunder or under the Swap Agreement,
          the
          Interest Rate Cap Agreement, the Mortgage Loan Sale Agreement, the Transfer
          Agreement, any Servicing Agreement or any Custodial 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:

         

        (i) with
          respect to any such claim, the Trustee shall have given the Depositor,
          the
          Master Servicer, any NIMS Insurer and the Holders written notice thereof
          promptly after a Responsible Officer of the Trustee shall have knowledge
          thereof
provided
          that the
          failure to provide such prompt written notice shall not affect the Trustee’s
          right to indemnification hereunder;

         

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

         

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

         

        The
          Trustee shall be further indemnified by the Seller for and held harmless
          against, any loss, liability or expense arising out of, or in connection
          with,
          the provisions set forth in the fifth paragraph of Section 2.01(a) hereof,
          including, without limitation, all costs, liabilities and expenses (including
          reasonable legal fees and expenses) of investigating and defending itself
          against any claim, action or proceeding, pending or threatened, relating
          to the
          provisions of such paragraph.

         

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

         

        
          	
                  Section
                    6.12.

                	
                  Fees
                    and Expenses of Trustee and Custodian.


                


        

         

        The
          Trustee shall be entitled to any investment income and earnings on the
          Certificate Account (other than any amounts required to be deducted in
          respect
          of the Custodial Compensation as provided in Section 4.04(c)). Each of
          U.S. Bank
          National Association, LaSalle Bank National Association and Wells Fargo,
          in
          their respective capacities as a Custodian, shall be entitled to the Custodial
          Compensation provided for in the applicable Custodial Agreement which shall
          be
          paid by the Trustee as invoiced by each such Custodian first from investment
          income and earnings on the Certificate Account and, if insufficient to
          pay the
          Custodial Compensation, as a corporate obligation of the Trustee. The Trustee
          shall be entitled to 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 for expenses, disbursements and advances
          that either (i) do not constitute “unanticipated expenses” within the meaning of
          Treasury Regulation Section 1.860G-1(b)(3)(ii) or (ii) arise from its
          negligence, bad faith or willful misconduct. If the Custodial Compensation
          is
          not fully paid from (i) the Trustee’s own funds or (ii) investment income and
          earnings on amounts on deposit in the Certificate Account then prior to any
          distribution to Certificateholders pursuant to Section 5.02 hereof, the
          Trust
          Fund shall immediately reimburse the Trustee, or the applicable Custodian,
          as
          applicable, upon demand for any such shortfall from amounts on deposit
          in the
          Certificate Account. To the extent required under Section 20 of the related
          Custodial Agreement, the Trustee is hereby authorized to pay any indemnification
          amounts from amounts on deposit in the Certificate Account prior to any
          distributions to Certificateholders pursuant to Section 5.02
          hereof.

         


        
          
            
            

          

          
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                  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 amounts, 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) (other than
          with
          respect to the information referred to in clauses (xix), (xx) and (xxi)
          of such
          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 the Holders of not less than 25% of the Class Principal Amount
          of
          each Class of Certificates affected thereby; or

         

        (ii) Any
          failure by the Master Servicer to duly perform, within the required time
          period
          and without notice, its obligations to provide any certifications required
          pursuant to Sections 9.25 and 9.26; or

         


        
          
            
            

          

          
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        (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
          the
          Master Servicer contained in this Agreement which continues unremedied
          for a
          period of 30 days after the date on which written notice of such failure,
          requiring the same to be remedied, shall have been given to the Master
          Servicer
          by the Trustee, or to the Master Servicer and the Trustee by the Holders
          of more
          than 50% of the Aggregate Voting Interests of the Certificates 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 the
          Master Servicer or of or relating to all or substantially all of its property;
          or

         

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

         

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

         

        (ix) If
          a
          representation or warranty set forth in Section 9.14 hereof shall prove
          to be
          incorrect as of the time made in any respect that materially and adversely
          affects the interests of the Certificateholders, and the circumstance or
          condition in respect of which such representation or warranty was incorrect
          shall not have been eliminated or cured within 30 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 more than 50% of the Aggregate Voting Interests
          of the
          Certificates or by any NIMS Insurer; or

         


        
          
            
            

          

          
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        (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 Aggregate
          Voting Interests of the Certificates; or

         

        (xi) The
          Master Servicer has notice or actual knowledge that any Servicer at any
          time is
          not either a Fannie Mae- or Freddie Mac- 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
          a
          Fannie Mae- or Freddie Mac -approved servicer within 60 days of the date
          the
          Master Servicer receives such notice or acquires such actual knowledge;
          or

         

        (xii) After
          receipt of notice from the Trustee or 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 Master Servicer Remittance Date which such
          failure
          continues unremedied for a period of one Business Day after the date upon
          which
          notice of such failure shall have been given to the Master Servicer by
          the
          Trustee.

         

        If
          an
          Event of Default described in clauses (i) through (xii) of this Section
          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, 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 of each Class of Certificates, terminate
          all of the rights and obligations of the Master Servicer hereunder and
          in and to
          the Mortgage Loans and the proceeds thereof. If an Event of Default described
          in
          clause (xii) of this Section 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,
          the
          Trustee, by notice in writing to the Master Servicer, shall promptly terminate
          all of the rights and obligations of the Master Servicer hereunder and
          in and to
          the Mortgage Loans and the proceeds thereof. On or after the receipt by
          the
          Master Servicer of such written notice, all authority and power of the
          Master
          Servicer, and only in its capacity as Master Servicer under this Agreement,
          whether with respect to the Mortgage Loans or otherwise, shall pass to
          and be
          vested in the Trustee; 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 Servicing obligations to the Trustee; provided,
          further,
          the
          obligation to make Advances by the Trustee shall be effective upon the
          Trustee
          providing notice of the termination to the Master Servicer pursuant to
          this
          Section 6.14. 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 an 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 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 servicing data as may
          be
          required by the Trustee to correct any errors or insufficiencies in the
          master
          servicing data or otherwise to enable the Trustee to master service the
          Mortgage
          Loans properly and effectively. If the terminated Master Servicer does
          not pay
          such reimbursement within thirty (30) days of its receipt of an invoice
          therefore, such reimbursement shall be an expense of the Trust and the
          Trustee
          shall be entitled to withdraw such reimbursement from amounts on deposit
          in the
          Certificate Account pursuant to Section 4.04(b); provided that the terminated
          Master Servicer shall reimburse the Trust for any such expense incurred
          by the
          Trust; 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 to the extent such reimbursement relates to the period
          prior to
          such Master Servicer’s termination.

         

        If
          any
          Event of Default shall occur, the Trustee, upon a Responsible Officer of
          the
          Trustee becoming aware of the occurrence thereof, shall promptly notify
          any NIMS
          Insurer, the Swap Counterparty, the Cap Counterparty and each Rating Agency
          of
          the nature and extent of such Event of Default. The Trustee shall immediately
          give written notice to the Master Servicer upon the Master Servicer’s failure to
          remit funds to the Trustee on the Master Servicer Remittance Date. 

         

        (b) On
          and
          after the time the Master Servicer receives a notice of termination from
          the
          Trustee pursuant to Section 6.14(a) or the Trustee receives the resignation
          of
          the Master Servicer evidenced by an Opinion of Counsel pursuant to Section
          9.28,
          the Trustee, unless another master servicer shall have been appointed,
          shall be
          the successor in all respects to the Master Servicer in its capacity as
          such
          under this Agreement and the transactions set forth or provided for herein
          and
          shall have all the rights and powers and be subject to all the responsibilities,
          duties and liabilities relating thereto and arising thereafter placed on
          the
          Master Servicer hereunder, including the obligation to make Advances;
provided,
          however,
          that
          any failure to perform such duties or responsibilities caused by the Master
          Servicer’s or the Trustee’s failure to provide information required by this
          Agreement shall not be considered a default by the Trustee hereunder. In
          addition, the Trustee shall have no responsibility for any act or omission
          of
          the Master Servicer prior to the issuance of any notice of termination.
          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.

         


        
          
            
            

          

          
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        (c) Notwithstanding
          the above, the Trustee may, if it shall be unwilling to continue to so
          act, or
          shall, if it is unable to so act, request the Trustee 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 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 the
          Master
          Servicer hereunder. Such successor master servicer shall have no responsibility
          for any act or omission of the Master Servicer prior to such successor’s
          assumption of the Master Servicer’s rights and obligations hereunder and such
          successor master servicer shall also have no liability relating to the
          representations and warranties of the Master Servicer set forth in Section
          9.14.
          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 the Lower
          Tier
          REMIC 1 Uncertificated Regular Interests or thereafter be received with
          respect
          to the Mortgage Loans. Neither the Trustee nor any other successor master
          servicer shall be deemed to be in default hereunder by reason of any failure
          to
          make, or any delay in making, any distribution hereunder or any portion
          thereof
          caused by (i) the failure of the Master Servicer to deliver, or any delay
          in
          delivering, cash, documents or records to it, (ii) the failure of the Master
          Servicer to cooperate as required by this Agreement, (iii) the failure
          of the
          Master Servicer to deliver the Mortgage Loan data to the Trustee as required
          by
          this Agreement or (iv) restrictions imposed by any regulatory authority
          having
          jurisdiction over the Master Servicer. 

         


        
          
            
            

          

          
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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. 

                


        

         

        More
          than
          50% 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.

         

        
          	
                  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, any NIMS Insurer, the
          Swap
          Counterparty and the Cap Counterparty. The Trustee shall also, within 45
          days
          after the occurrence of any Event of Default known to a Responsible Officer
          of
          the Trustee, give written notice thereof to 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 Percentage Interest) of each Class of Certificates
          affected
          thereby 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 acceptable to any NIMS
          Insurer, 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.

         


        
          
            
            

          

          
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                  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, any NIMS Insurer,
          the
          Swap Counterparty and the Cap Counterparty, as applicable.

         

        
          	
                  Section
                    6.20.

                	
                  Preparation
                    of Tax Returns and Other Reports.


                


        

         

        (a) The
          Trustee shall prepare or cause to be prepared on behalf of the Trust Fund,
          based
          upon information calculated in accordance with this Agreement pursuant
          to
          instructions given by the Depositor, and the Trustee shall file federal
          tax
          returns, all in accordance with Article X hereof. If the Trustee determines
          that
          a state tax return or other return is required, then, at its sole expense,
          the
          Trustee shall prepare and file such state income tax returns and such other
          returns as may be required by applicable law relating to the Trust Fund,
          and, if
          required by state law, 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 supplemental tax information and such other information within
          the
          Trustee’s control as the Depositor may reasonably request in writing and furnish
          to each Certificateholder, such forms and such information within the control
          of
          the Trustee as are required by the Code and the REMIC Provisions to be
          furnished
          to them (other than any Form 1099s). The Master Servicer shall indemnify
          the
          Trustee for any liability of or assessment against the Trustee arising
          out of or
          based upon any error in any of such tax or information returns arising
          out of or
          based upon errors in the information provided by such Master
          Servicer.

         

        (b) The
          Trustee shall prepare and file with the Internal Revenue Service (“IRS”), on
          behalf of the Trust Fund and each of the REMICs specified in the Preliminary
          Statement, 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 Trustee and the Depositor. The Trustee shall have no
          obligation to verify the information in any Form 8811 or Form SS-4
          filing.

         


        
          
            
            

          

          
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        (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), 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 and a copy of each report made available
          by
          the Credit Risk Manager pursuant to Section 9.34 (provided each such report
          is
          made available to the Trustee in a format compatible with EDGAR filing
          requirements) 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 Asset Securities
          Corporation Mortgage Loan Trust 2007-BC2 transaction, as identified in
          Exhibit
          P-1, shall provide to the Depositor and the Trustee, 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 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 representative
          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 prepared and 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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        (iv) Form
          10-D
          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.” Unless the Depositor has given the
          Trustee prior notice as provided below, at the date of filing of each report
          on
          Form 10-D, the Depositor shall be deemed to represent to the Trustee that,
          as of
          such date, the Depositor has filed all such required reports during the
          preceding 12 months and that it has been subject to such filing requirement
          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 if the answer to the questions should
          be
“no.” The Trustee shall be entitled to rely on such representations in
          preparing, executing and/or filing any such report.

         

        (e) Reports
          Filed on Form 10-K.

         

        (i) Unless
          and until a Form 15 suspension notice shall have been filed, within 90
          days
          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
          the
          related 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,
          the
          Custodians, each Additional Servicer, the Master Servicer, the Credit Risk
          Manager, any Servicing Function Participant, the Paying Agent (if other
          than the
          Trustee) 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 each 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 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) certain parties to the Structured Asset Securities Corporation Mortgage
          Loan
          Trust 2007-BC2 transaction, as identified in Exhibit P-2, shall provide
          to the
          Depositor and the Trustee, 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 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 fourth Business Day prior to the 10-K
          Filing
          Deadline, a senior officer of the Exchange Act Signing Party shall sign
          the Form
          10-K and return an electronic or fax copy of such signed Form 10-K (with
          an
          original executed hard copy to follow by overnight mail) to the Trustee.
          If a
          Form 10-K cannot be filed on time or if a previously filed Form 10-K needs
          to be
          amended, the Trustee will follow the procedures set forth in subsection
          (g) of
          this Section 6.20. Promptly (but no later than one Business Day) after
          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
          prepared and 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 (including
          in
          its capacity as Paying Agent, if applicable) and the Paying Agent (if other
          than
          the Trustee) and, if the Depositor is the Exchange Act Signing Party, the
          Master
          Servicer, shall, and the Paying Agent (if other than the Trustee), the
          Trustee
          (including in its capacity as Paying Agent, if applicable) 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 (each, a “Back-Up
          Certification”), (x) in the case of the Master Servicer, in the form attached
          hereto as Exhibit Q-1, (y) in the case of the Trustee, the form attached
          hereto
          as Exhibit Q-2, and (z) in the case of the Paying Agent (if other than
          the
          Trustee), such other form as agreed to between it and the Exchange Act
          Signing
          Party, 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 Trustee, the Paying Agent 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.

         


        
          
            
            

          

          
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        (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.

         

        (vi) 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.” Unless the Depositor has given the
          Trustee prior notice as provided below, at the date of filing of each report
          on
          Form 10-K, the Depositor shall be deemed to represent to the Trustee that,
          as of
          such date, the Depositor has filed all such required reports during the
          preceding 12 months and that it has been subject to such filing requirement
          for
          the past 90 days. The Depositor shall notify the Trustee in writing, no
          later
          than March 15th
          with
          respect to the filing of a report on Form 10-K, if the answer to the questions
          should be “no.” The Trustee shall be entitled to rely on such representations in
          preparing, executing and/or filing any such report.

         

        (f) Reports
          Filed on Form 8-K.

         

        (i) Within
          four Business Days after the occurrence of an event requiring disclosure
          on Form
          8-K (each such event, a “Reportable Event”) 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 second Business Day after the occurrence of a Reportable Event (A)
          certain
          parties to the Structured Asset Securities Corporation Mortgage Loan Trust
          2007-BC2 transaction, as identified in Exhibit P-3, shall provide to the
          Depositor and the Trustee, 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.
          

         


        
          
            
            

          

          
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        (iii)  After
          preparing the Form 8-K, the Trustee shall forward electronically, no later
          than
          Noon New York City time on the third Business Day after the Reportable
          Event, a
          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 fourth Business
          Day after
          the Reportable Event, a senior officer of the Exchange Act Signing Party
          shall
          sign the Form 8-K and return an electronic or fax copy of such signed Form
          8-K
          (with an original executed hard copy to follow by overnight mail) to the
          Trustee. If a Form 8-K cannot be filed on time or if a previously filed
          Form 8-K
          needs to be amended, the Trustee will follow the procedures set forth in
          subsection (g) of this Section 6.20. Promptly (but no later than one Business
          Day) after the deadline for filing such Form 8-K with the Commission, the
          Trustee will make available on its internet website a final executed copy
          of
          each Form 8-K prepared and filed by it pursuant to this Section 6.20(f).
          The
          parties to this Agreement acknowledge that the performance by the Trustee
          of its
          duties under this Section 6.20(f) related to the timely preparation and
          filing
          of Form 8-K is contingent upon such parties strictly observing all applicable
          deadlines in the performance of their duties under this Section 6.20(f).
          The
          Trustee shall have no liability for any loss, expense, damage 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.


         

        (g) Suspension
          of Reporting Obligations; Amendments; Late Filings.

         

        (i) On
          or
          before January 30th
          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. The Paying Agent is entitled to assume that
          a Form
          15 will be filed for such year unless the Trustee notifies the Paying Agent
          that
          a Form 15 will not be filed.

         

        (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 with respect
          to an
          additional disclosure item, the Trustee will notify the Depositor and any
          applicable party affected thereby and such parties will cooperate to prepare
          any
          necessary 8-K/A, 10-D/A or 10-K/A. Any Form 15, Form 12b-25 or any amendment
          to
          Form 8-K, 10-D or 10-K shall be signed by a senior officer or a duly authorized
          representative, as applicable, of the Exchange Act Signing Party. The parties
          to
          this Agreement acknowledge that the performance by the Trustee of its duties
          under this Section 6.20(g) related to the timely preparation and filing
          of Form
          15, a Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K is contingent
          upon
          each such party performing its duties under this Section. The Trustee shall
          have
          no liability for any loss, expense, damage, claim arising out of or with
          respect
          to any failure to properly prepare and/or timely file any such Form 15,
          Form
          12b-25 or any amendments to Forms 8-K, 10-D or 10-K, where such failure
          results
          from the Trustee’s inability or failure to obtain or receive, on a timely basis,
          any information from any other party hereto needed to prepare, arrange
          for
          execution or file such Form 15, Form 12b-25 or any amendments to Forms
          8-K, 10-D
          or 10-K, not resulting from its own negligence, bad faith or willful
          misconduct.

         


        
          
            
            

          

          
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        (h) 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.
          

         

        (i) 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. Any notice delivered
          pursuant to this Section 6.20 may be by fax or electronic copy notwithstanding
          the notice provisions of Section 11.07.

         

        
          	
                  Section
                    6.21.

                	
                  Reporting
                    Requirements of the Commission.

                


        

         

        Each
          of
          the parties hereto acknowledges and agrees that the purpose of Sections
          6.01 and
          6.20 of this Agreement is to facilitate compliance by the Sponsor, the
          Master
          Servicer 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 Depositor or the Trustee for delivery of additional
          or
          different information, to the extent that such information is available
          or
          reasonably attainable within such time frame as may be requested, as the
          Sponsor, the Master Servicer, the Depositor or the Trustee may determine
          in good
          faith is necessary to comply with the provisions of Regulation AB.

         


        
          
            
            

          

          
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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 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(l) or any failure by the Trustee to deliver when
            and
            as required information pursuant to Section 6.01(m), the disclosure applicable
            to the Trustee pursuant to Sections 6.20(c)(ii), 6.20(d)(ii) and 6.20(e)(ii),
            the certification applicable to the Trustee pursuant to Section 6.20(d)(iv)
            or
            any assessment of compliance pursuant to Section 9.25(a).
            

        

         

        ARTICLE
          VII

         

        PURCHASE
          OF MORTGAGE LOANS AND

        TERMINATION
          OF THE TRUST FUND

         

        
          	
                  Section
                    7.01.

                	
                  Purchase
                    of Mortgage Loans; Termination of Trust Fund Upon Purchase or
                    Liquidation
                    of All Mortgage Loans; Purchase of Lower Tier REMIC 1 Uncertificated
                    Regular Interests. 

                


        

         

        (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 pursuant to Section 4.01 and the obligations of the Master Servicer
          to
          the Trustee pursuant to Sections 9.10, 9.14 and 9.31) shall terminate on
          the
          earliest 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, (ii)
          the
          sale of the property held by the Trust Fund in accordance with Section
          7.01(b)
          and (iii) the Latest Possible Maturity Date (each, a “Trust Fund Termination
          Event”); 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. Upon the occurrence of a Trust Fund Termination
          Event, each REMIC shall be terminated in a manner that shall qualify as
          a
“qualified liquidation” under the REMIC Provisions.

         


        
          
            
            

          

          
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        (b) On
          any
          Distribution Date occurring on or after the Initial Optional Termination
          Date,
          the Master Servicer or LTURI-holder, as applicable, with the prior written
          consent of any NIMS Insurer and the Seller, which consent shall not be
          unreasonably withheld, has the option to cause the Trust Fund to adopt
          a plan of
          complete liquidation pursuant to Section 7.03(a)(i) hereof to sell all
          of its
          property (each such option, a “Call Option”); provided,
          however,
          that
          any purchase of the Trust Fund’s property on or before the Distribution Date
          that is one year after the Initial Optional Termination Date shall be made
          by
          the Bid Holder pursuant to Section 7.01(d) below. Upon exercise of such
          option,
          the property of the Trust Fund shall be sold to the Master Servicer at
          a price
          (the “Termination Price”) equal to the sum of (i) 100% of the unpaid principal
          balance of each Mortgage Loan on the day of such purchase plus interest
          accrued
          thereon at the applicable Mortgage Rate with respect to any Mortgage Loan
          to the
          Due Date in the Collection Period immediately preceding the related Distribution
          Date to the date of such repurchase, (ii) the fair market value of any
          REO
          Property and any other property held by any REMIC, such fair market value
          to be
          determined by an independent appraiser or appraisers mutually agreed upon
          by the
          Master Servicer, any NIMS Insurer and the Trustee (reduced, in the case
          of REO
          Property, 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 interest accrued thereon at the
          applicable Net Mortgage Rate to the date of such purchase), (iii) any
          unreimbursed Servicing Advances, (iv) any Net Swap Payments then remaining
          unpaid and any Swap Termination Payment payable to the Swap Counterparty
          as a
          result of a termination pursuant to this Section 7.01 and (v) any amounts
          on
          deposit in the Final Maturity Reserve Account; 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 Termination Price shall also
          include an amount equal to the sum of (1) any accrued interest on the NIM
          Securities, (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”). The Master Servicer, each Servicer, the Trustee and
          the Custodians shall be reimbursed from the Termination Price for any Mortgage
          Loan or related REO Property for any Advances made or other amounts advanced
          with respect to the Mortgage Loans that are reimbursable to any such entity
          under this Agreement, the applicable Servicing Agreement or the Custodial
          Agreement, together with any accrued and unpaid compensation and any other
          amounts due to the Master Servicer or the Trustee hereunder or the Servicers
          or
          the Custodians. If the NIMS Insurer directs the Master Servicer to exercise
          its
          right to cause the Trust Fund to adopt a plan of complete liquidation as
          described above, then (i) the Master Servicer shall cause the Trust Fund
          to
          adopt a plan of complete liquidation as described above, (ii) the NIMS
          Insurer
          shall remit the Termination 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 and (iii) upon termination
          of the Trust Fund, the Trustee will transfer the property of the Trust
          Fund to
          the NIMS Insurer. The NIMS Insurer shall be obligated to reimburse the
          Master
          Servicer and the Trustee for its reasonable out-of-pocket expenses incurred
          in
          connection with its termination of the Trust Fund 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
          arising out of or relating to the Master Servicer’s termination of the Trust
          Fund 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
          negligence, bad faith or willful misconduct.

         


        
          
            
            

          

          
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        (c) On
          any
          Distribution Date occurring on or after the Initial Optional Termination
          Date
          and provided there are no NIM Securities outstanding, the Master Servicer,
          with
          the prior written consent of the Seller, which consent shall not be unreasonably
          withheld, has the option to purchase all of the Lower Tier REMIC 1
          Uncertificated Regular Interests. Upon exercise of such option, the Lower
          Tier
          REMIC 1 Uncertificated Regular Interests shall be sold to the Master Servicer
          at
          a price (the “Lower Tier REMIC 1 Uncertificated Regular Interests Purchase
          Price”) equal to the sum of (i) 100% of the unpaid principal balance of each
          Mortgage Loan on the day of such purchase plus interest accrued thereon
          at the
          applicable Mortgage Rate with respect to any Mortgage Loan to the Due Date
          in
          the Collection Period immediately preceding the related Distribution Date
          to the
          date of such repurchase and (ii) the fair market value of any REO Property
          and
          any other property held by any REMIC, such fair market value to be determined
          by
          an independent appraiser or appraisers mutually agreed upon by the Master
          Servicer, any NIMS Insurer and the Trustee (reduced, in the case of REO
          Property, 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 interest accrued thereon at the
          applicable Net Mortgage Rate to the date of such purchase). If the Master
          Servicer elects to exercise such option, each REMIC created pursuant to
          this
          Agreement (other than REMIC 1) shall be terminated in such a manner so
          that the
          termination of each such REMIC shall qualify as a “qualified liquidation” under
          the REMIC Provisions and the Lower Tier REMIC 1 Uncertificated Regular
          Interests
          and the Class LT-R Certificates will evidence the entire beneficial interest
          in
          the property of the Trust Fund. Following a purchase of the Lower Tier
          REMIC 1
          Uncertificated Regular Interests pursuant to this subsection, the Trust
          Fund
          (and REMIC 1) will remain outstanding and final payment on the Certificates
          (other than the Class LT-R Certificates) will be made in accordance with
          Sections 7.03(a)(iii) and 5.02. The Trust Fund will terminate upon the
          occurrence of a Trust Fund Termination Event, in accordance with Section
          7.01(a).

         

        (d) (i)
          Prior
          to exercising the Call Option pursuant to Section 7.01(b) or the Regular
          Interests Purchase Option pursuant to Section 7.01(c), the Master Servicer
          shall
          on the first Business Day of the month of the occurrence of the Initial
          Optional
          Termination Date, and for so long as the Master Servicer shall not have
          exercised the Call Option or the Regular Interests Purchase Option, on
          the first
          Business Day of each succeeding month (each, a “Bid Month”), the Master Servicer
          shall give written notice in the form attached hereto as Exhibit Y (the
“Call
          Option Notice”) to each Call Option Holder.

         

        (ii) Not
          later
          than three (3) Business Days prior to the related Bid Due Date, the Master
          Servicer shall give written notice to each Call Option Holder of the Termination
          Price for the related Distribution Date. 

         

        (iii) Not
          later
          than the 15th day (or if such date is not a Business Day, the immediately
          succeeding Business Day) of each Bid Month (the “Bid Due Date”), if any Call
          Option Holder desires that the Master Servicer exercise the option to purchase
          the Mortgage Loans and certain other property of the Trust Fund, such Call
          Option Holder shall give written notice in the form attached hereto as
          Exhibit Z
          (the “Purchaser Call Option Notice”) to the Master Servicer, requesting that the
          Master Servicer exercise such option on behalf of such Call Option Holder.
          The
          Purchaser Call Option Notice shall include the amount to be paid by a Call
          Option Holder with respect to the proceeds or assets to be received by
          the
          Master Servicer for the Mortgage Loans and certain other property of the
          Trust
          Fund (the “Bid Price”); provided,
          that
          the Bid Price must be equal to or greater than the Termination
          Price.

         


        
          
            
            

          

          
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        (iv) One
          (1)
          Business Day after the related Bid Due Date, the Master Servicer shall
          notify
          the Call Option Holder, if any, that has submitted the highest Bid Price
          (the
“Bid Holder”) that such Bid Holder has the right to direct the Master Servicer
          to exercise the option to purchase the Mortgage Loans and certain other
          property
          of the Trust Fund. The Master Servicer shall thereafter notify any Call
          Option
          Holder that did not submit the highest Bid Price (or did not submit a Purchaser
          Call Option Notice) of the amount of the highest Bid Price. If two or more
          Call
          Option Holder shall have bid the same Bid Price, the Bid Holder shall be
          the
          Call Option Holder with the greater Percentage Interest in the NIM Residual
          Securities or Class X Certificates, as applicable. If the Master Servicer
          does
          not receive any Purchaser Call Option Notices by such Bid Due Date, or
          if no
          Purchaser Call Option Notice specifies a Bid Price equal to or greater
          than the
          Termination Price, then the Master Servicer shall not exercise the option
          to
          purchase the Mortgage Loans and certain other property of the Trust Fund
          on such
          Distribution Date (other than in accordance with clause (vii)
          below).

         

        (v) Not
          later
          than three (3) Business Days immediately preceding the Distribution Date
          in the
          related Bid Month, the Bid Holder shall remit the Bid Price as specified
          in the
          Purchaser Call Option Notice to the Master Servicer, in immediately available
          funds. Upon receipt of such funds from the Bid Holder, the Master Servicer
          shall
          promptly deposit the Termination Price in the Collection Account for subsequent
          deposit in the Certificate Account in accordance with this Trust Agreement.
          Any
          amounts received by the Master Servicer from the Bid Holder in excess of
          the
          Termination Price shall be remitted to the Trustee for distribution to
          the Call
          Option Holders. In no event shall any such excess be treated as being paid
          by
          any REMIC created hereby. 

         

        (vi) If
          the
          Bid Holder directs the Master Servicer to exercise the option to purchase
          the
          Mortgage Loans and certain other property of the Trust Fund, then the Master
          Servicer shall (i) cause the Trust Fund to adopt a plan of complete liquidation
          pursuant to Section 7.03(a)(i) hereof to sell all of its property and (ii)
          instruct the Trustee upon termination of the Trust Fund to transfer the
          property
          of the Trust Fund to the Bid Holder. The Bid Holder shall be obligated
          to
          reimburse the Master Servicer for its reasonable out-of-pocket expenses
          incurred
          in connection with its exercise of the option to purchase the Mortgage
          Loans and
          certain other property of the Trust Fund and to indemnify and hold harmless
          the
          Master Servicer for any losses, liabilities or expenses resulting from
          any
          claims directly resulting from or relating to the Master Servicer’s exercise of
          such option, except to the extent such losses, liabilities or expenses
          arise out
          of or result from the Master Servicer’s negligence, bad faith or willful
          misconduct. The terms of such expense reimbursement and the extent of such
          indemnity may be amended accordant to an agreement between the Master Servicer
          and the Bid Holder. 

         


        
          
            
            

          

          
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        (vii) Commencing
          on the Distribution Date of the one year anniversary of the Initial Optional
          Termination Date, and on each Distribution Date thereafter, the Master
          Servicer
          shall have the right to exercise the Call Option or the Regular Interests
          Purchase Option. If the Master Servicer desires to exercise the Call Option
          or
          the Regular Interests Purchase Option, the Master Servicer shall notify
          the Call
          Option Holders pursuant to a Call Option Notice that it desires to exercise
          such
          Call Option or such Regular Interest Purchase Option, as applicable, on
          the
          immediately succeeding Distribution Date. If one or more Call Option Holders
          submit a Purchaser Call Option Notice on or before the immediately succeeding
          Bid Due Date, then, the Master Servicer shall follow the procedures set
          forth in
          clauses (iv) through (vi) above. However, if no Call Option Holder submits
          a
          Purchaser Call Option Notice on or before the immediately succeeding Bid
          Due
          Date, then, on the immediately succeeding Distribution Date, the Master
          Servicer
          may exercise the its right to purchase the Mortgage Loans and other property
          of
          the Trust Fund pursuant to Section 7.01(b) or the Lower Tier REMIC 1
          Uncertificated Regular Interests pursuant to Section 7.01(c).

         

        
          	
                  Section
                    7.02.

                	
                  Procedure
                    Upon Termination of Trust Fund or Purchase of Lower Tier REMIC
                    1
                    Uncertificated Regular Interests.


                


        

         

        (a) Notice
          of
          any Trust Fund Termination Event and notice of the purchase of the Lower
          Tier
          REMIC 1 Uncertificated Regular Interests, specifying the Distribution Date
          upon
          which the final distribution to the Certificates (other than the Class
          LT-R
          Certificates, in the case of a purchase of the Lower Tier REMIC 1 Uncertificated
          Regular Interests) shall be made, shall be given by the Trustee by first
          class
          mail to Certificateholders mailed promptly (and in no event later than
          five
          Business Days) (x) after the Trustee has received notice from the Master
          Servicer or the LTURI-holder, as applicable, of its election to cause (1)
          the
          sale of all of the property of the Trust Fund pursuant to Section 7.01(b)
          or (2)
          the purchase of the Lower Tier REMIC 1 Uncertificated Regular Interests
          pursuant
          to Section 7.01(c), or (y) upon the final payment or other liquidation
          of the
          last Mortgage Loan or REO Property in the Trust Fund. In the case of a
          Trust
          Fund Termination Event, the Trustee shall also give notice to the Master
          Servicer, the Swap Counterparty, the Cap Counterparty and the Certificate
          Registrar at the time notice is given to Holders.

         

        In
          the
          case of a Trust Fund Termination Event, such notice shall specify (A) the
          Distribution Date upon which final distribution on the Certificates or
          Lower
          Tier REMIC 1 Uncertificated Regular Interests 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.
          Upon
          any such Trust Fund Termination Event, the duties of the Certificate Registrar
          with respect to the Certificates or Lower Tier REMIC 1 Uncertificated Regular
          Interests shall terminate and the Trustee shall terminate or request the
          Master
          Servicer to terminate, the Collection Account it maintains, the Certificate
          Account and any other account or fund maintained with respect to the
          Certificates or Lower Tier REMIC 1 Uncertificated Regular Interests, 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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        In
          the
          case of a purchase of the Lower Tier REMIC 1 Uncertificated Regular Interests,
          such notice shall specify (A) the Distribution Date upon which final
          distribution on the Certificates (other than the Class LT-R Certificates)
          of all
          amounts required to be distributed to Certificateholders pursuant to Section
          5.02 (other than any distributions to the Class LT-R Certificates in respect
          of
          REMIC 1) will be made upon presentation and surrender of the Certificates
          (other
          than the Class LT-R 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 (other than the Class LT-R Certificates) at the office or
          agency of
          the Trustee therein specified. Upon any such purchase of the Lower Tier
          REMIC 1
          Uncertificated Regular Interests, the duties of the Certificate Registrar
          with
          respect to the Certificates other than the Class LT-R Certificate shall
          terminate but the Trustee shall not terminate or request the Master Servicer
          to
          terminate, the Collection Account it maintains, the Certificate Account
          and any
          other account or fund maintained with respect to the Certificates, subject
          to
          the Trustee’s obligation hereunder to hold all amounts payable to
          Certificateholders in trust without interest pending such payment. For
          all
          Distribution Dates following the Distribution Date on which the Master
          Servicer
          purchases the Lower Tier REMIC 1 Uncertificated Regular Interests, all
          amounts
          that would be distributed on the Certificates (other than the Class LT-R
          Certificate and exclusive of amounts payable from any fund held outside
          of REMIC
          1) absent such purchase shall be payable to the LTURI-holder.

        


        (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 Trust
          Fund
          Termination Event or any purchase of the Lower Tier REMIC 1 Uncertificated
          Regular Interests shall be reimbursed from proceeds received from such
          termination or purchase.

         


        
          
            
            

          

          
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                  Section
                    7.03.

                	
                  Additional
                    Trust Fund Termination Event or Purchase of the Lower Tier REMIC
                    1
                    Uncertificated Regular Interests.


                


        

         

        (a) Any
          termination of the Trust Fund pursuant to Section 7.01(a) or any termination
          of
          a REMIC pursuant to Section 7.01(c) shall be effected in accordance with
          the
          following additional requirements, unless the Trustee seeks (at the request
          of
          the party exercising the option to purchase all of the Mortgage Loans or
          Lower
          Tier REMIC 1 Uncertificated Regular Interests pursuant to Section 7.01(b)
          or
          Section 7.01(c), respectively), 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 to comply with the requirements
          of this
          Section 7.03 will not result in an Adverse REMIC Event:

         

        (i) Within
          89
          days prior to the time of the making of the final payment on the Certificates
          (other than the Class LT-R Certificates, in the case of a purchase of the
          Lower
          Tier REMIC 1 Uncertificated Regular Interests, upon notification by the
          Master
          Servicer, the Trustee, any NIMS Insurer or an Affiliate of the Seller that
          it
          intends to exercise its option to cause the termination of the Trust Fund
          or
          purchase the Lower Tier REMIC 1 Uncertificated Regular Interests, the Trustee
          shall adopt a plan of complete liquidation on behalf of each REMIC (other
          than
          REMIC 1, in the case of a purchase of the Lower Tier REMIC 1 Uncertificated
          Regular Interests), meeting the requirements of a qualified liquidation
          under
          the REMIC Provisions;

         

        (ii) Any
          sale
          of the assets of the Trust Fund or the Lower Tier REMIC 1 Uncertificated
          Regular
          Interests pursuant to Section 7.02 shall be a sale for cash and shall occur
          at
          or after the time of adoption of such a plan of complete liquidation and
          prior
          to the time of making of the final payment on the Certificates (other than
          the
          Class LT-R Certificates, in the case of a purchase of the Lower Tier REMIC
          1
          Uncertificated Regular Interests);

         

        (iii) On
          the
          date specified for final payment of the Certificates (other than the Class
          LT-R
          Certificates, in the case of a purchase of the Lower Tier REMIC 1 Uncertificated
          Regular Interests), the Trustee shall make final distributions of principal
          and
          interest on such Certificates and shall pay, in the case of a Trust Fund
          Termination Event, any Net Swap Payment then remaining unpaid and any Swap
          Termination Payment owed to the Swap Counterparty on the related Swap Payment
          Date (in each case to the extent not paid on previous Swap Payment Dates)
          in
          accordance with Section 5.01 and Section 5.02. In the case of a Trust Fund
          Termination Event, and, after payment of, or provision for any outstanding
          expenses, the Trustee shall 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 REMIC) shall terminate at that time; and

         

        (iv) In
          no
          event may the final payment on the Certificates or the final distribution
          or
          credit to the Holders of the Residual Certificates in respect of the residual
          interest in any liquidated REMIC be made after the 89th day from the date
          on
          which the plan of complete liquidation for such REMIC is adopted.

         


        
          
            
            

          

          
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        (b) By
          its
          acceptance of a Residual Certificate, each Holder thereof hereby agrees
          to
          accept the plan of complete liquidation prepared by the Depositor and adopted
          by
          the Trustee under this Section and to take such other action in connection
          therewith as may be reasonably requested by the Master Servicer or any
          Servicer.

         

        (c)  In
          connection with the termination of the Trust Fund, or a Section 7.01(c)
          Purchase
          Event, the Trustee may request an Opinion of Counsel addressed to the Trustee
          (at the expense of the Depositor) to the effect that all the requirements
          of a
          qualified liquidation under the REMIC Provisions have been met.

         

        
          	
                  Section
                    7.04.

                	
                  Optional
                    Repurchase Right.

                


        

         

        The
          NIMS
          Insurer, if any, may repurchase 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 or Servicing Fees allocable to such Distressed
          Mortgage Loan. Any such repurchase shall be accomplished by the NIMS Insurer’s
          remittance of the purchase price for the Distressed Mortgage Loan to the
          Master
          Servicer for deposit into the Collection Account. The NIMS Insurer shall
          not use
          any procedure in selecting Distressed Mortgage Loans to be repurchased
          which
          would be materially adverse to Certificateholders.

         

        ARTICLE
          VIII

         

        RIGHTS
          OF
          CERTIFICATEHOLDERS

         

        
          	
                  Section
                    8.01.

                	
                  Limitation
                    on Rights of Holders. 

                


        

         

        (a) The
          death
          or incapacity of any Certificateholder shall not operate to terminate this
          Agreement or this Trust Fund, nor entitle such Certificateholder’s legal
          representatives or heirs to claim an accounting or take any action or proceeding
          in any court for a partition or winding up of this Trust Fund, nor otherwise
          affect the rights, obligations and liabilities of the parties hereto or
          any of
          them. Except as otherwise expressly provided herein, no Certificateholder,
          solely by virtue of its status as a Certificateholder, shall have any right
          to
          vote or in any manner otherwise control the Master Servicer or the operation
          and
          management of the Trust Fund, or the obligations of the parties hereto,
          nor
          shall anything herein set forth, or contained in the terms of the Certificates,
          be construed so as to constitute the Certificateholders from time to time
          as
          partners or members of an association, nor shall any Certificateholder
          be under
          any liability to any third person by reason of any action taken by the
          parties
          to this Agreement pursuant to any provision hereof.

         

        (b) No
          Certificateholder, solely by virtue of its status as Certificateholder,
          shall
          have any right by virtue or by availing of any provision of this Agreement
          to
          institute any suit, action or proceeding in equity or at law upon or under
          or
          with respect to this Agreement, unless such Holder previously shall have
          given
          to the Trustee a written notice of an Event of Default and of the continuance
          thereof, as hereinbefore provided, and unless also the Holders of Certificates
          evidencing not less than 25% of the Class Principal Amount (or Percentage
          Interest) of Certificates of each Class affected thereby shall, with the
          prior
          written consent of any NIMS Insurer, 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 the Trustee during such sixty-day period by such
          Certificateholders or any NIMS Insurer; it being understood and intended,
          and
          being expressly covenanted by each Certificateholder with every other
          Certificateholder, any NIMS Insurer 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 the rights of
          any
          NIMS Insurer, or to obtain or seek to obtain priority over or preference
          to any
          other such Holder or any NIMS Insurer, 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, the NIMS Insurer and the Trustee
          shall be entitled to such relief as can be given either at law or in
          equity.

         


        
          
            
            

          

          
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                  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 and any NIMS Insurer, within
          fifteen days after receipt by the Certificate Registrar of a request by
          the
          Trustee or any NIMS Insurer in writing, a list, in such form as the Trustee
          may
          reasonably require, of the names and addresses of the Certificateholders
          of each
          Class as of the most recent Record Date.

         

        (b) If
          any
          NIMS Insurer or three or more Holders or Certificate Owners (hereinafter
          referred to as “Applicants”) apply in writing to the Trustee, and such
          application states that the Applicants desire to communicate with other
          Holders
          with respect to their rights under this Agreement or under the Certificates
          and
          is accompanied by a copy of the communication which such Applicants propose
          to
          transmit, then the Trustee shall, within five Business Days after the receipt
          of
          such application, afford such Applicants reasonable access during the normal
          business hours of the Trustee to the most recent list of Certificateholders
          held
          by the Trustee or shall, as an alternative, send, at the Applicants’ expense,
          the written communication proffered by the Applicants to all Certificateholders
          at their addresses as they appear in the Certificate Register.

         

        (c) Every
          Holder or Certificate Owner, if the Holder is a Clearing Agency, by receiving
          and holding a Certificate, agrees with the Depositor, the Master Servicer,
          any
          NIMS Insurer, the Certificate Registrar and the Trustee that neither the
          Depositor, the Master Servicer, any NIMS Insurer, the Certificate Registrar
          nor
          the Trustee shall be held accountable by reason of the disclosure of any
          such
          information as to the names and addresses of the Certificateholders hereunder,
          regardless of the source from which such information was derived.

         

        
          	
                  Section
                    8.03.

                	
                  Acts
                    of Holders of Certificates. 

                


        

         

        (a) Any
          request, demand, authorization, direction, notice, consent, waiver or other
          action provided by this Agreement to be given or taken by Holders or Certificate
          Owner, if the Holder is a Clearing Agency, may be embodied in and evidenced
          by
          one or more instruments of substantially similar tenor signed by such Holders
          in
          person or by agent duly appointed in writing; and, except as herein otherwise
          expressly provided, such action shall become effective when such instrument
          or
          instruments are delivered to the Trustee and, where expressly required
          herein,
          to the Master Servicer. Such instrument or instruments (as the action embodies
          therein and evidenced thereby) are herein sometimes referred to as an “Act” of
          the Holders signing such instrument or instruments. Proof of execution
          of any
          such instrument or of a writing appointing any such agents shall be sufficient
          for any purpose of this Agreement and conclusive in favor of the Trustee
          and the
          Master Servicer, if made in the manner provided in this Section. Each of
          the
          Trustee and the Master Servicer shall promptly notify the others of receipt
          of
          any such instrument by it, and shall promptly forward a copy of such instrument
          to the others.

         


        
          
            
            

          

          
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        (b) The
          fact
          and date of the execution by any Person of any such instrument or writing
          may be
          proved by the affidavit of a witness of such execution or by the certificate
          of
          any notary public or other officer authorized by law to take acknowledgments
          or
          deeds, certifying that the individual signing such instrument or writing
          acknowledged to him the execution thereof. Whenever such execution is by
          an
          officer of a corporation or a member of a partnership on behalf of such
          corporation or partnership, such certificate or affidavit shall also constitute
          sufficient proof of his authority. The fact and date of the execution of
          any
          such instrument or writing, or the authority of the individual executing
          the
          same, may also be proved in any other manner which the Trustee deems
          sufficient.

         

        (c) The
          ownership of Certificates or Lower Tier REMIC 1 Uncertificated Regular
          Interests
          (whether or not such Certificates or Lower Tier REMIC 1 Uncertificated
          Regular
          Interests 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 Master Servicer,
          the NIMS
          Insurer, 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 or Lower Tier REMIC 1 Uncertificated
          Regular Interest shall bind every future Holder of the same Certificate
          or Lower
          Tier REMIC 1 Uncertificated Regular Interest and the Holder of every Certificate
          or Lower Tier REMIC 1 Uncertificated Regular Interest 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 or Lower Tier REMIC 1 Uncertificated Regular
          Interest.

         


        
          
            
            

          

          
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        ARTICLE
          IX

         

        ADMINISTRATION
          AND SERVICING OF MORTGAGE LOANS BY THE MASTER SERVICER; CREDIT RISK
          MANAGER

         

        
          	
                  Section
                    9.01.

                	
                  Duties
                    of the Master Servicer. 

                


        

         

        The
          Certificateholders, by their purchase and acceptance of the Certificates
          or
          Lower Tier REMIC 1 Uncertificated Regular Interests, 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 each Servicing Agreement. Notwithstanding anything in this
          Agreement, any Servicing Agreement or any Credit Risk Management Agreement
          to
          the contrary, the Master Servicer shall have no duty or obligation to enforce
          any Credit Risk Management Agreement or to supervise, monitor or oversee
          the
          activities of any Servicer under its Credit Risk Management Agreement with
          respect to any action taken or not taken by a Servicer at the direction
          of the
          Seller or pursuant to a recommendation of the Credit Risk Manager.

         

        
          	
                  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 Master Servicer
          Fidelity Bond and a Master Servicer 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 be consistent
          with
          coverage customarily maintained by master servicers of mortgage loans similar
          to
          the Mortgage Loans and 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 Servicer 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 such policies and of the certificates and notices referred to in clause
          (ii)
          to the Trustee upon request.

         

        (b) The
          Master Servicer shall promptly report to the Trustee and any NIMS Insurer
          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 and any NIMS Insurer, 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 and any NIMS Insurer 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 and any NIMS Insurer. 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 the applicable 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 and the Depositor a copy of the annual audited financial
          statements of its 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,
          the
          Certificateholders under this Agreement. 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 an Adverse REMIC Event. 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 under the applicable Servicing Agreement, is hereby authorized
          and
          empowered by the Trustee when the Master Servicer or such 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 to the Master Servicer, upon request, with any powers of
          attorney
          empowering the Master Servicer or any 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 any 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 no event shall the Master
          Servicer, without the Trustee’s written consent: (i) initiate any action, suit
          or proceeding solely under the Trustee’s name without indicating the Master
          Servicer in its applicable, representative capacity, so long as the
          jurisdictional and procedural rules will allow for this insertion to occur,
          (ii)
          initiate any action, suit or proceeding not directly relating to the servicing
          of a Mortgage Loan (including but not limited to actions, suits or proceedings
          against Certificateholders, or against the Depositor or the Transferor
          for
          breaches of representations and warranties) solely under the Trustee’s name,
          (iii) engage counsel to represent the Trustee in any action, suit or proceeding
          not directly relating to the servicing of a Mortgage Loan (including but
          not
          limited to actions, suits or proceedings against Certificateholders, or
          against
          the Depositor or the Transferor for breaches of representations and warranties),
          or (iv) prepare, execute or deliver any government filings, forms, permits,
          registrations or other documents or take any action with the intent to
          cause,
          and that actually causes, the Trustee to be registered to do business in
          any
          state. The Master Servicer shall indemnify the Trustee for any and all
          costs,
          liabilities and expenses incurred by the Trustee in connection with the
          negligent or willful misuse of such powers of attorney by the Master Servicer.
          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 on behalf of the Trust Fund, be
          deemed
          to be the agent of the Trustee.

         


        
          
            
            

          

          
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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 Premium, except as set forth below)
          and
          (ii) extend the due dates for payments due on a Mortgage Note; 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 such Servicer (if required by the applicable
          Servicing Agreement) to make 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 related Servicer, reasonably foreseeable, (2) in the case
          of a
          waiver of a Prepayment Premium, (a) such Mortgage Loan is in default or
          default
          by the related Mortgagor is, in the reasonable judgment of the Master Servicer
          or the related Servicer, reasonably foreseeable and such waiver would maximize
          recovery of total proceeds taking into account the value of such Prepayment
          Premium and the related Mortgage Loan or (b) if the prepayment is not the
          result
          of a refinance by the Servicer or any of its affiliates and (i) such Mortgage
          Loan is in default or default by the related Mortgagor is, in the reasonable
          judgment of the Master Servicer or the related Servicer, reasonably foreseeable
          and such waiver would maximize recovery of total proceeds taking into account
          the value of such Prepayment Premium and the related Mortgage Loan or (ii)
          the
          collection of the Prepayment Premium would be in violation of applicable
          law or
          (iii) the collection of such Prepayment Premium would be considered “predatory”
pursuant to written guidance published or issued by any applicable federal,
          state or local regulatory authority acting in its official capacity and
          having
          jurisdiction over such matters and (3) the Master Servicer shall have provided
          or caused to be provided to the Trustee an Opinion of Counsel addressed
          to the
          Trustee (which opinion shall, if provided by the Master Servicer, be an
          expense
          reimbursed from the Collection Account pursuant to Section 4.02(v)) to
          the
          effect that such modification, waiver or amendment would not result in
          an
          Adverse REMIC Event; provided, in no event shall an Opinion of Counsel
          be
          required for the waiver of a Prepayment Premium under clause (2)
          above.

         


        
          
            
            

          

          
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        (c) As
          an
          alternative permitting a modification or effectuating a foreclosure or
          other
          conversion of the ownership of a Mortgaged Property, the Master Servicer
          may, at
          its option, purchase any Mortgage Loan that has become one hundred and
          twenty
          (120) days or more delinquent in payment (including, for the avoidance
          of doubt,
          any Mortgage Loan with respect to which the related borrower is in Bankruptcy);
          provided,
          however,
          that
          (i) the Master Servicer promptly notifies the related Servicer of its intention
          to purchase any such delinquent Mortgage Loan prior to its purchase and
          (ii)
          that the Master Servicer shall exercise any such option to purchase a Mortgage
          Loan within sixty (60) days after any such Mortgage Loan has become one
          hundred
          and twenty (120) days delinquent. The price at which the Master Servicer
          shall
          purchase any such delinquent Mortgage Loan shall equal the Purchase Price
          and
          such amount shall be deposited into the Collection Account on the date
          of
          purchase pursuant to Section 4.01(d)(viii). Upon receipt by the Trustee
          of a
          written certification from the Master Servicer that the Master Servicer
          has
          exercised such option and deposited the full amount of the Purchase Price
          of the
          related Mortgage Loan in the Collection Account and delivery of a Request
          for
          Release of Documents (on the form attached hereto as Exhibit C or in the
          form
          attached to the related Custodial Agreement), the applicable Custodian
          shall
          release the related Mortgage File to or upon the order of the Master Servicer,
          and at the written request of the Master Servicer the Trustee shall execute
          and
          deliver such instruments of transfer or assignment, in each case without
          recourse, representation or warranty, as shall be necessary to vest title
          to
          such Mortgage Loan in the Master Servicer or its designee, which instruments
          shall be prepared by the Master Servicer. 

         


        
          
            
            

          

          
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                  Section
                    9.05.

                	
                  Enforcement
                    of Servicer’s and Master Servicer’s Obligations.
                    

                


        

         

        (a) Each
          Servicing Agreement requires the applicable Servicer, respectively, 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
          actions
          taken or to be taken by a Servicer on behalf of the Master Servicer. Any
          fees
          and other amounts payable to a Servicer shall be deducted from amounts
          remitted
          to the Master Servicer by such Servicer (to the extent permitted by the
          applicable Servicing Agreement) and shall not be an obligation of the Trust
          Fund, 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 such 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 such Servicer
          to take
          such action.

         

        (c) The
          Master Servicer, for the benefit of the Trustee, any NIMS Insurer and the
          Certificateholders, shall enforce the obligations of each Servicer under
          the
          related Servicing Agreement, and shall, in the event that a Servicer fails
          to
          perform its obligations in accordance therewith, terminate the rights and
          obligations of such Servicer thereunder and either act as servicer of the
          related Mortgage Loans or cause the other parties hereto to enter into
          a
          Servicing Agreement (and such parties hereby agree to execute and deliver
          any
          such successor 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 (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, (iii) to the extent that such amounts are insufficient
          to
          reimburse the Master Servicer for the costs of such enforcement, 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.

         


        
          
            
            

          

          
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                  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 to deposit therein
          any collections of amounts received with respect to amounts due for taxes,
          assessments, water rates, standard hazard insurance policy premiums, Payaheads,
          if applicable, 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 or the applicable Servicer has determined
          that the
          funds so advanced are recoverable from escrow payments, reimbursement pursuant
          to Section 4.02 or otherwise.

         

        (b) Costs
          incurred by the Master Servicer or by any Servicer in effecting the timely
          payment of taxes and assessments on the properties subject to the Mortgage
          Loans
          may be added to the amount owing under the related Mortgage Note where
          the terms
          of the Mortgage Note so permit; provided,
          however,
          that the
          addition of any such cost shall not be taken into account for purposes
          of
          calculating the distributions to be made to Certificateholders. Such costs,
          to
          the extent that they are unanticipated, extraordinary costs, and not ordinary
          or
          routine costs shall be recoverable as a Servicing Advance by the Master
          Servicer
          pursuant to Section 4.02.

         

        
          	
                  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,
          the
          Master Servicer shall provide for the servicing of the Mortgage Loans by
          a
          successor Servicer to be appointed as provided in the applicable Servicing
          Agreement.

         

        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 the 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.

         


        
          
            
            

          

          
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        (b) If
          the
          Master Servicer acts as a successor Servicer, it will not assume liability
          for
          the representations and warranties of a 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 the related Servicing Agreement, 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.

         

        (c) If
          the
          Master Servicer acts as a successor Servicer, it will have the same obligations
          to make Advances as the Servicer under the related Servicing Agreement
          and to
          reimburse itself for unreimbursed Advances if required by the Servicing
          Agreement but will have no obligation to make an Advance if it determines
          in its
          reasonable judgment that such Advance is non-recoverable. To the extent
          that the
          Master Servicer is unable to find a successor Servicer that is willing
          to
          service the Mortgage Loans for the Servicing Fee because of the obligation
          of
          the Servicer to make Advances regardless of whether such Advance is recoverable,
          the applicable Servicing Agreement may be amended to provide that the successor
          Servicer shall have no obligation to make an Advance if it determines in
          its
          reasonable judgment that such Advance is non-recoverable and provides an
          Officer’s Certificate to such effect to the Master Servicer, the Trustee and the
          NIMS Insurer.

         

        
          	
                  Section
                    9.08.

                	
                  Master
                    Servicer Liable for Enforcement.


                


        

         

        Notwithstanding
          any Servicing Agreement, the Master Servicer shall remain obligated and
          liable
          to the Trustee, any NIMS Insurer 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. 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
          and any NIMS Insurer. The Master Servicer shall be entitled to enter into
          any
          agreement with any Servicer for indemnification of the Master Servicer
          and
          nothing contained in this Agreement shall be deemed to limit or modify
          such
          indemnification. Except as expressly set forth herein, the Master Servicer
          shall
          have no liability for the acts or omissions of any Servicer in the performance
          by such Servicer of its obligations under the related Servicing
          Agreement.

         

        
          	
                  Section
                    9.09.

                	
                  No
                    Contractual Relationship Between Any Servicer and Trustee or
                    Depositor.
                    

                


        

         

        Any
          Servicing Agreement that may be entered into and any other transactions
          or
          services relating to the Mortgage Loans involving any 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, any NIMS Insurer and
          the
          Depositor shall not be deemed parties thereto and shall have no obligations,
          duties or liabilities with respect to such Servicer except as set forth
          in
          Section 9.10 hereof, but shall have rights thereunder as third party
          beneficiaries. It is furthermore understood and agreed by the parties hereto
          that the obligations of any Servicer are set forth in their entirety in
          such
          Servicer’s related Servicing Agreement and such Servicer has no obligations
          under and is not otherwise bound by the terms of this Agreement.

         


        
          
            
            

          

          
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                  Section
                    9.10.

                	
                  Assumption
                    of Servicing Agreement by Trustee.


                


        

         

        (a) In
          the
          event the Master Servicer shall for any reason no longer be the Master
          Servicer
          (including by reason of any Event of Default under this Agreement), after
          a
          period not to exceed ninety days after the issuance of any notice pursuant
          to
          Section 6.14 or Section 9.28, as applicable, the Trustee shall thereupon
          assume
          all of the rights and obligations of such Master Servicer hereunder and
          under
          each Servicing Agreement entered into with respect to the Mortgage Loans.
          The
          Trustee, its designee or any successor master servicer appointed by the
          Trustee
          shall be deemed to have assumed all of the Master Servicer’s interest herein and
          therein to the same extent as if such Servicing Agreement had been assigned
          to
          the assuming party, except that the Master Servicer shall not thereby be
          relieved of any liability or obligations of the Master Servicer under such
          Servicing Agreement accruing prior to its replacement as Master Servicer,
          and
          shall be liable to the Trustee and any NIMS Insurer, and hereby agrees
          to
          indemnify and hold harmless the Trustee and any NIMS Insurer from and against
          all costs, damages, expenses and liabilities (including reasonable attorneys’
fees) incurred by the Trustee or any NIMS Insurer as a result of such liability
          or obligations of the Master Servicer and in connection with the Trustee’s (or
          other successor master servicer’s ) assumption (but not its performance, except
          to the extent that costs or liability of the Trustee (or other successor
          master
          servicer’s ) 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.

         

        (b) The
          Master Servicer that has been terminated shall, upon request of the Trustee
          but
          at the expense of such Master Servicer, 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.


                


        

         

        To
          the
          extent provided in the applicable Servicing Agreement, to the extent Mortgage
          Loans contain enforceable due-on-sale clauses, the Master Servicer shall
          cause
          the related Servicer 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.

         

        
          	
                  Section
                    9.12.

                	
                  Release
                    of Mortgage Files. 

                


        

         

        (a) Upon
          (i)
          becoming aware of the payment in full of any Mortgage Loan or (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, the Master Servicer
          will,
          or will cause the related 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 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 (on the form attached
          hereto
          as Exhibit C or on the form attached to the Custodial Agreement) the Trustee
          or
          the applicable Custodian, to deliver to the applicable Servicer the related
          Mortgage File. Upon receipt of such certification and request, the Trustee
          or
          the applicable Custodian (with the consent, and at the direction of the
          Trustee), shall promptly release the related Mortgage File to the applicable
          Servicer and the Trustee shall have no further responsibility with regard
          to
          such Mortgage File. Upon any such payment in full, the Master Servicer
          is
          authorized, and each Servicer, to the extent such authority is provided
          for
          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 any Mortgage
          Loan
          and in accordance with Accepted Servicing Practices and the applicable
          Servicing
          Agreement, the Trustee shall execute such 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 applicable Custodian, shall, upon
          request of the Master Servicer, or of a Servicer, and delivery to the Trustee
          or
          the applicable Custodian, of a request for release of documents and a receipt
          signed by a Servicing Officer substantially in the form of Exhibit C, release
          the related Mortgage File held in its possession or control to the Master
          Servicer (or the applicable Servicer). Such receipt shall obligate the
          Master
          Servicer or Servicer to return the Mortgage File to the Trustee or the
          applicable Custodian, as applicable, when the need therefor by the Master
          Servicer or Servicer no longer exists unless the Mortgage Loan shall be
          liquidated, in which case, upon receipt of a certificate of a Servicing
          Officer
          similar to that hereinabove specified, the receipt shall be released by
          the
          Trustee or the applicable Custodian, as applicable, to the Master Servicer
          (or
          the applicable Servicer).

         

        
          	
                  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 or of the applicable Servicing Agreement 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 a Servicer as 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 related 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, any NIMS Insurer,
          their respective agents and accountants at any time upon reasonable request
          and
          during normal business hours, and to Certificateholders that are savings
          and
          loan associations, banks or insurance companies, the Office of Thrift
          Supervision, the FDIC and the supervisory agents and examiners of such
          Office
          and Corporation or examiners of any other federal or state banking or 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.

         


        
          
            
            

          

          
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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 Liquidation Proceeds
          or Insurance Proceeds, shall be held by the Master Servicer, or by any
          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 any 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 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 a
          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 the
          applicable 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 applicable 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.

         


        
          
            
            

          

          
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                  Section
                    9.14.

                	
                  Representations
                    and Warranties of the Master Servicer.


                


        

         

        (a) The
          Master Servicer hereby represents and warrants to the Depositor, any NIMS
          Insurer 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 laws of the state of its
          incorporation, and as Master Servicer has full power and authority to transact
          any and all business contemplated by this Agreement and to execute, deliver
          and
          comply with its obligations under the terms of this Agreement, the execution,
          delivery and performance of which have been duly authorized by all necessary
          corporate action on the part of the Master Servicer;

         

        (ii) the
          execution and delivery of this Agreement by the Master Servicer and its
          performance and compliance with the terms of this Agreement will not (A)
          violate
          the Master Servicer’s 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; 

         


        
          
            
            

          

          
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        (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;

         

        (vii) the
          Master Servicer, or an affiliate thereof the primary business of which
          is the
          servicing of conventional residential mortgage loans, is a Fannie Mae-
          or
          Freddie Mac-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;

         

        (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; and

         

        (xi) the
          information about the Master Servicer under the heading “The Master Servicer” in
          the Offering Documents relating to the Master Servicer does not include
          an
          untrue statement of a material fact and does not omit to state a material
          fact,
          with respect to the statements made, necessary in order to make the statements
          in light of the circumstances under which they were made not
          misleading.

         

        (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, the Trustee and any NIMS
          Insurer
          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). It is understood
          and agreed that the enforcement of the obligation of the Master Servicer
          set
          forth in this Section to indemnify the Depositor, the Trustee and any NIMS
          Insurer as provided in this Section constitutes the sole remedy (other
          than as
          set forth in Section 6.14) of the Depositor, the Trustee and any NIMS Insurer,
          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, the Master Servicer,
          the
          Trustee or any NIMS Insurer or notice thereof by any one of such parties
          to the
          other parties. 

         


        
          
            
            

          

          
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        (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) hereof. 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 hereunder of the Master Servicer respecting a breach by
          the
          Depositor of the representations and warranties in Sections 2.03(a)(i)
          through
          (vi) hereof.

         

        (d) Any
          cause
          of action against the Master Servicer relating to or arising out of the
          breach
          of any representations and warranties made in this Section shall accrue
          upon
          discovery of such breach by either the Depositor, the Master Servicer,
          the
          Trustee or any NIMS Insurer or notice thereof by any one of such parties
          to the
          other parties. 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).

         

        
          	
                  Section
                    9.15.

                	
                  Opinion.
                    

                


        

         

        On
          or
          before the Closing Date, the Master Servicer shall cause to be delivered
          to the
          Depositor, the Seller, the Trustee and any NIMS Insurer one or more Opinions
          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
          or any Servicing Agreement (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 applicable Servicing Agreement) 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.

         


        
          
            
            

          

          
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                  Section
                    9.17.

                	
                  Presentment
                    of Claims and Collection of Proceeds.


                


        

         

        The
          Master Servicer 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 or the Custodial Account upon receipt, except that any
          amounts realized that are to be applied to the repair or restoration of
          the
          related Mortgaged Property as a condition requisite to the presentation
          of
          claims on the related Mortgage Loan to the insurer under any applicable
          Insurance Policy need not be so deposited (or remitted).

         

        
          	
                  Section
                    9.18.

                	
                  Reserved
                    

                


        

         

        
          	
                  Section
                    9.19.

                	
                  Custodian
                    To Retain Possession of Certain Documents.


                


        

         

        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 Custodian) shall 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 each
          Servicer to deliver to the Trustee (or the Custodian) such documents or
          instruments that constitute portions of the Mortgage File that come into
          the
          possession of the Master Servicer or any Servicer from time to
          time.

         

        
          	
                  Section
                    9.20.

                	
                  [Reserved]
                    

                


        

         

        
          	
                  Section
                    9.21.

                	
                  Compensation
                    to the Master Servicer. 

                


        

         

        The
          Master Servicer shall be entitled to withdraw from the Collection Account,
          subject to Section 5.05, the Master Servicing Fee 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 Premium) shall be retained by the Master Servicer (or the applicable
          Servicer) and shall not be deposited in the Collection Account. If the
          Master
          Servicer does not retain or withdraw the Master Servicing Fee from the
          Collection Account as provided herein, the Master Servicer shall be entitled
          to
          direct the Trustee to pay the Master Servicing Fee to such Master Servicer
          by
          withdrawal from the Certificate Account to the extent that payments have
          been
          received with respect to the applicable Mortgage Loan. The Master Servicer
          shall
          be required to pay all expenses incurred by it in connection with its activities
          hereunder and shall not be entitled to reimbursement therefor except as
          provided
          in this Agreement. Pursuant to Section 4.01(e), all income and gain realized
          from any investment of funds in the Collection Account shall be for the
          benefit
          of the Master Servicer as additional compensation. The provisions of this
          Section 9.21 are subject to the provisions of Section 6.14.

         


        
          
            
            

          

          
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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 cause the applicable
          Servicer,
          to the extent provided in the applicable Servicing Agreement 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 each Servicer, upon the final disposition of any REO
          Property, shall be entitled to reimbursement for any related unreimbursed
          Advances and other 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 Net 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 be remitted by wire transfer
          in
          immediately available funds on the next succeeding Master Servicer Remittance
          Date to the Trustee for deposit into the Certificate Account.

         

        
          	
                  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 V to this Agreement. On or before March 1st
          of each
          year, the Depositor shall distribute the information in Exhibit V hereto
          to the
          Master Servicer.

         


        
          
            
            

          

          
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        (b) Not
          later
          than three 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, upon
          request, forward to the Trustee a statement, deemed to have been certified
          by a
          Servicing Officer, setting forth the status of the Collection Account maintained
          by the Master Servicer as of the close of business on the related Distribution
          Date, indicating that all distributions required by this Agreement to be
          made by
          the Master Servicer have been made (or if any required distribution has
          not been
          made by the Master Servicer, specifying the nature and status thereof)
          and
          showing, for the period covered by such statement, the aggregate of deposits
          into and withdrawals from the Collection Account maintained by the Master
          Servicer. Copies of such statement shall be provided by the Master Servicer,
          upon request, to the Depositor, Attention: Contract Finance, any NIMS Insurer
          and any Certificateholders (or by the Trustee at the Master Servicer’s expense
          if the Master Servicer shall fail to provide such copies to the
          Certificateholders (unless (i) the Master Servicer shall have failed to
          provide
          the Trustee with such statement or (ii) the Trustee shall be unaware of
          the
          Master Servicer’s failure to provide such statement)).

         

        (b) Not
          later
          than two Business Days following each Distribution Date, the Master Servicer
          shall deliver to one 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.

         


        
          
            
            

          

          
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                  Section
                    9.25.

                	
                  Assessment
                    of Compliance and Attestation Reports..


                


        

         

        (a) Assessment
          of Compliance

         

        (i) By
          March
          15 of each year, commencing in March 2008, the Master Servicer, the Credit
          Risk
          Manager, 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. In the event that 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.

        


        (ii) When
          the
          Master Servicer, the Credit Risk Manager, the Paying Agent (if other than
          the
          Trustee) and the Trustee (or any Servicing Function Participant engaged
          by it)
          submit their assessments to the Sponsor, the Depositor, the Master Servicer
          and
          the Trustee, 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 S and on any
          similar
          exhibit set forth in each Servicing Agreement in respect of each Servicer,
          and
          the Custodial Agreement in respect of the Custodians, 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
          S
          and on any similar exhibit set forth in each Servicing Agreement and each
          Custodial Agreement 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) By
          March
          15 of each year, commencing in March 2008, the Master Servicer, the Credit
          Risk
          Manager, 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, the Credit Risk Manager, the Paying Agent and the 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, to the effect that (A) it has obtained a
          representation regarding certain matters from the management of such party,
          which includes an assertion that such party has complied with the Relevant
          Servicing Criteria, and (B) on the basis of an examination conducted by
          such
          firm in accordance with standards for attestation engagements issued or
          adopted
          by the PCAOB, it is expressing an opinion as to whether such party’s compliance
          with the Relevant Servicing Criteria was fairly stated in all material
          respects,
          or it cannot express an overall opinion regarding such party’s assessment of
          compliance with the Relevant Servicing Criteria. In the event that an overall
          opinion cannot be expressed, such registered public accounting firm shall
          state
          in such report why it was unable to express such an opinion. Such report
          must be
          available for general use and not contain restricted use language. In the
          event
          that 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.

         


        
          
            
            

          

          
            169

            
              

            

          

          
            
            

          

        


        (ii) Promptly
          after receipt of such report from the Master Servicer, the Credit Risk
          Manager,
          the Paying Agent (if other than the Trustee), 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
          Master Servicer’s, Trustee’s and Paying Agent’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.

         


        
          
            
            

          

          
            170

            
              

            

          

          
            
            

          

        


        
          	
                  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 Fannie Mae
          or
          Freddie Mac and shall have a net worth of not less than
          $15,000,000.

         

        
          	
                  Section
                    9.28.

                	
                  Resignation
                    of Master Servicer. 

                


        

         

        Except
          as
          otherwise provided in Sections 9.27 and 9.29 hereof, the Master Servicer
          shall
          not resign from the obligations and duties hereby imposed on it unless
          it
          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 any NIMS Insurer. No such resignation shall
          become
          effective until the Trustee shall have assumed, or a successor master servicer
          acceptable to any NIMS Insurer and the Trustee shall have been appointed
          by the
          Trustee and until such successor shall have assumed, the Master Servicer’s
          responsibilities and obligations under this Agreement. Notice of such
          resignation shall be given promptly by the Master Servicer and the Depositor
          to
          the Trustee and any NIMS Insurer.

         

        
          	
                  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
          Subservicer, Subcontractor or 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, any NIMS Insurer or the Depositor 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, and the name of any such affiliated Subcontractor
          or
          Subservicer shall be given promptly by the Master Servicer to the Depositor,
          the
          Trustee and any NIMS Insurer. 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.

         


        
          
            
            

          

          
            171

            
              

            

          

          
            
            

          

        


        (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.
                    

                


        

         

        (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 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 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 and any director,
          officer,
          employee or agent of any of them 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 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, the
          Seller
          and the Depositor 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.

         


        
          
            
            

          

          
            172

            
              

            

          

          
            
            

          

        


        The
          Master Servicer shall not be liable for any acts or omissions of any Servicer.
          In particular, the Master Servicer shall not be liable for any course of
          action
          taken by the Servicers with respect to loss mitigation of defaulted Mortgage
          Loans at the direction of the Credit Risk Manager or the Seller pursuant
          to any
          Credit Risk Management Agreement. Further, the Master Servicer shall not
          be
          liable for performance by any Servicer under any Credit Risk Management
          Agreement.

         

        
          	
                  Section
                    9.31.

                	
                  Indemnification;
                    Third-Party Claims. 

                


        

         

        The
          Master Servicer agrees to indemnify the Depositor, the Sponsor, the Trustee
          (including in its capacity as Certificate Registrar and the Paying Agent)
          and
          any NIMS Insurer and their respective officers, directors, agents and
          affiliates, and hold each of them harmless against any and all claims,
          losses,
          penalties, fines, forfeitures, reasonable legal fees and related costs,
          judgments, and any other costs, liability, fees and expenses that the Depositor,
          the Sponsor, the Trustee or any NIMS Insurer may sustain arising out of
          or based
          upon (a) any material breach by the Master Servicer of any if its obligations
          hereunder, including particularly its obligations to provide any reports
          under
          Section 9.25(a), Section 9.25(b) or Section 9.26 or any information, data
          or
          materials required to be included in any Exchange Act report, (b) any material
          misstatement or omission in any information, data or materials provided
          by the
          Master Servicer, or (c) the negligence, bad faith or willful misconduct
          of the
          Master Servicer in connection with its performance hereunder. The Depositor,
          the
          Sponsor, the Trustee and any NIMS Insurer 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, the Trustee or
          any NIMS
          Insurer 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.

                	
                  Special
                    Servicing of Delinquent Mortgage Loans.


                


        

         

        If
          permitted under the terms of the applicable Servicing Agreement, the Seller
          may
          appoint, pursuant to the terms of the applicable Servicing Agreement and
          with
          the written consent of the Depositor, the Master Servicer, the Trustee
          and any
          NIMS Insurer, a special servicer to special service any Distressed Mortgage
          Loans. Any applicable termination fee related to the termination of the
          related
          Servicer and the appointment of any special servicer shall be paid by the
          Seller
          from its own funds, without right of reimbursement from the Trust Fund.
          Any fees
          paid to any such special servicer shall not exceed the Servicing Fee
          Rate.

         


        
          
            
            

          

          
            173

            
              

            

          

          
            
            

          

        


        
          	
                  Section
                    9.33.

                	
                  Alternative
                    Index. 

                


        

         

        In
          the
          event that the Index for any Mortgage Loan, as specified in the related
          Mortgage
          Note, becomes unavailable for any reason, the Master Servicer shall select
          an
          alternative index, which in all cases shall be an index that constitutes
          a
          qualified rate on a regular interest under the REMIC Provisions, in accordance
          with the terms of such Mortgage Note or, if such Mortgage Note does not
          make
          provision for the selection of an alternative index in such event, the
          Master
          Servicer shall, subject to applicable law, select an alternative index
          based on
          information comparable to that used in connection with the original Index
          and,
          in either case, such alternative index shall thereafter be the Index for
          such
          Mortgage Loan.

         

        
          	
                  Section
                    9.34.

                	
                  Duties
                    of the Credit Risk Manager. 

                


        

         

        (a) The
          Certificateholders, by their purchase and acceptance of the Certificates,
          appoint OfficeTiger Global Real Estate Services Inc. (OfficeTiger) as Credit
          Risk Manager. For and on behalf of the Depositor, the Credit Risk Manager
          will
          provide reports and recommendations concerning certain delinquent and defaulted
          Mortgage Loans, and as to the collection of any Prepayment Premiums with
          respect
          to the Mortgage Loans. Such reports and recommendations will be based upon
          information provided pursuant to Credit Risk Management Agreements to the
          Credit
          Risk Manager by the Servicers. The Credit Risk Manager shall look solely
          to the
          Servicers and/or the Master Servicer for all information and data (including
          loss and delinquency information and data) and loan level information and
          data
          relating to the servicing of the Mortgage Loans and the Trustee shall not
          have
          any obligation to provide any such information to the Credit Risk Manager
          and
          shall not otherwise have any responsibility under the Credit Risk Management
          Agreements.

         

        (b) On
          or
          about the 15th
          calendar
          day of each month,
          commencing on or about April 15, 2007,
          the
          Credit Risk Manager shall have prepared and shall make available to any
          NIMS
          Insurer, the Trustee, the Swap Counterparty and each Certificateholder,
          the
          following reports (each such report to be in the form provided on Exhibit
          R
          hereto and to be made in a format compatible with EDGAR filing
          requirements):
           

        

        (i) Executive
          Summary:
          The
          Executive Summary will consist of a brief high level summary of certain
          key
          performance metrics as well as a narrative summary of loans identified
          and
          reviewed for follow-up actions by the Servicers.

         

        (ii) General
          Pool Characteristics:
          This
          report will contain a listing of various characteristics of the mortgage
          loan
          pool (including history and stratification) such as documentation levels,
          occupancy status, weighted aging, CLTV, NOO rate, junior lien percentage,
          etc.

         

        (iii) Performance
          Report:
          This
          report will graphically summarize the delinquency rates as well as the
          loss
          mitigation, foreclosure, REO, CPR and loss severity and related summary
          information.

         

        (iv) Prepayment
          Analysis:
          This
          report will consist of a compilation and summary of various loan characteristics
          for Mortgage Loans that have prepaid, along with prepayment premium
          analytics.

         


        
          
            
            

          

          
            174

            
              

            

          

          
            
            

          

        


        (v) Servicer
          Remittance Report:
          This
          report will consist of an analysis of any discrepancy between the monthly
          servicer remittance files and the final monthly trust report including,
          without
          limitation, the collection of prepayment premiums.

         

        (vi) MortgageRamp
          Loan Review Report:
          This
          report will consist of a narrative summary with respect to the individual
          loans
          that have been flagged for manual review and follow-up consultation with
          the
          Servicer. This report may also include narrative summaries of the recommendation
          of the Credit Risk Manager. 

         

        The
          Credit Risk Manager shall make such reports and any additional information
          reasonably requested by the Depositor available each month to
          Certificateholders, the Trustee, any NIMS Insurer and the Rating Agencies
          via
          the Credit Risk Manager’s internet website. The Credit Risk Manager’s internet
          website shall initially be located at https://rsrpt.mortgageramp.com.
          The
          user name for access to the website shall be the Certificateholder’s e-mail
          address and the password shall be “SASCO 2007-BC2”. The Trustee shall not have
          any obligation to review such reports or otherwise monitor or supervise
          the
          activities of the Credit Risk Manager.

         

        (c) The
          Credit Risk Manager shall reasonably cooperate with the Depositor and the
          Trustee in connection with the Trust Fund’s satisfying the reporting
          requirements under the Exchange Act with respect to reports prepared by
          the
          Credit Risk Manager.

         

        (d) The
          Credit Risk Manager has not and shall not engage any Subcontractor without
          (a)
          giving notice to the Sponsor, the Trustee, the Master Servicer and the
          Depositor
          and (b) requiring any such Subcontractor to provide to the Credit Risk
          Manager
          an assessment report as provided for in Section 9.25(a) above and an attestation
          report as provided in Section 9.25(b) above, which reports the Credit Risk
          Manager shall include in its assessment and attestation reports.

         

        (e) By
          March
          15 of each year (or if such day is not a Business Day, the immediately
          preceding
          Business Day), the Credit Risk Manager shall deliver a signed certification,
          in
          the form attached hereto as Exhibit U (the “Credit Risk Manager Certification”),
          for the benefit of the Depositor, the Sponsor, the Master Servicer and
          the
          Trustee and for the benefit of the Person(s) signing the Form 10-K
          Certification; provided
          (i) that
          the Credit Risk Manager Certification shall be so provided by March 15
          of such
          year only to the extent that the Depositor delivers a draft (without exhibits)
          of the applicable Annual Report on Form 10-K to the Credit Risk Manager
          by the
          fifth Business Day in March of such year and (ii) in the event that the
          Depositor delivers the draft Form 10-K referred to in clause (i) after
          the fifth
          Business Day in March of such year, the Credit Risk Manager shall deliver
          the
          Credit Risk Manager Certification as soon as practicable but no later than
          five
          calendar days of delivery to the Credit Risk Manager of such draft Form
          10-K.

         

        (f) In
          the
          event that prior to the filing date of the Form 10-K in March of each year,
          the
          Credit Risk Manager has knowledge or information material to the Credit
          Risk
          Manager Certification, the Credit Risk Manager shall promptly notify the
          Depositor and the Trustee, in writing. 

         


        
          
            
            

          

          
            175

            
              

            

          

          
            
            

          

        


        
          	
                  Section
                    9.35.

                	
                  Limitation
                    Upon Liability of the Credit Risk Manager.


                


        

         

        Except
          as
          provided pursuant to Section 9.36 of this Agreement, neither the Credit
          Risk
          Manager, nor any of the directors, officers, employees or agents of the
          Credit
          Risk Manager, shall be under any liability to the Trustee, the
          Certificateholders or the Depositor for any action taken or for refraining
          from
          the taking of any action in good faith pursuant to this Agreement, in reliance
          upon information provided by Servicers under the Credit Risk Management
          Agreements or for errors in judgment; provided, however,
          that
          this provision shall not protect the Credit Risk Manager or any such person
          against liability that would otherwise be imposed by reason of willful
          malfeasance, bad faith or gross negligence in its performance of its duties
          or
          by reason of reckless disregard for its obligations and duties under this
          Agreement or the Credit Risk Management Agreements. The Credit Risk Manager
          and
          any director, officer, employee or agent of the Credit Risk Manager 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, and may
          rely
          in good faith upon the accuracy of information furnished by the Servicers
          pursuant to the Credit Risk Management Agreements in the performance of
          its
          duties thereunder and hereunder.

         

        
          	
                  Section
                    9.36.

                	
                  Indemnification
                    by the Credit Risk Manager. 

                


        

         

        The
          Credit Risk Manager agrees to indemnify the Depositor, the Master Servicer
          and
          the Trustee, 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 9.34(e) or any failure by the Credit
          Risk
          Manager to deliver any information, report, certification, accountants’ letter
          or other material when and as required under this Agreement, including
          any
          report under Sections 9.25(a) or (b).

         

        
          	
                  Section
                    9.37.

                	
                  Removal
                    of Credit Risk Manager.

                


        

         

        The
          Credit Risk Manager may be removed as Credit Risk Manager by Certificateholders
          holding not less than a 66-2/3% Voting Interests in the Trust, in the exercise
          of its or their sole discretion, at any time, without cause, upon ten (10)
          days
          prior written notice. The Certificateholders shall provide such written
          notice
          to the Trustee and upon receipt of such notice, the Trustee shall provide
          written notice to the Credit Risk Manager of its removal, effective upon
          receipt
          of such notice.

         

        ARTICLE
          X

         

        REMIC
          ADMINISTRATION

         

        
          	
                  Section
                    10.01.

                	
                  REMIC
                    Administration.

                


        

         

        (a) REMIC
          elections as set forth in the Preliminary Statement 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. The regular interests and residual interest in each REMIC shall
          be as
          designated in the Preliminary Statement. For purposes of such designations,
          the
          interest rate of any regular interest that is computed by taking into account
          the weighted average of the Net Mortgage Rates of the Mortgage Loans shall
          be
          reduced by the amount of any expense paid by the Trust to the extent that
          (i)
          such expense was not taken into account in computing the Net Mortgage Rate
          of
          any Mortgage Loan, (ii) such expense does not constitute an “unanticipated
          expense” of a REMIC within the meaning of Treasury Regulation Section
          1.860G-1(b)(3)(ii) and (iii) the amount of such expense was not taken into
          account in computing the interest rate of a more junior Class of regular
          interests.

         


        
          
            
            

          

          
            176

            
              

            

          

          
            
            

          

        


        (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 1.860G-1(a)(4) will be 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, including but not limited
          to any
          professional fees or expenses related to audits or any administrative or
          judicial proceedings with respect to such REMIC that involve the Internal
          Revenue Service or state tax authorities, but only to the extent that (i)
          such
          expenses are ordinary or routine expenses, including expenses of a routine
          audit
          but not expenses of litigation (except as described in (ii)); or (ii) such
          expenses or liabilities (including taxes and penalties) are attributable
          to the
          negligence or willful misconduct of the Trustee in fulfilling its duties
          hereunder (including its duties as tax return preparer). The Trustee shall
          be
          entitled to reimbursement of expenses to the extent provided in clause
          (i) above
          from the Certificate Account, provided,
          however,
          the
          Trustee shall not be entitled to reimbursement for expenses incurred in
          connection with the preparation of tax returns and other reports as required
          by
          Section 6.20 and this Section.

         

        (d) The
          Trustee shall prepare, sign and file, all of each REMIC’s federal and
          appropriate state tax and information returns as such REMIC’s direct
          representative. The expenses of preparing and filing such returns shall
          be borne
          by the Trustee.

         

        (e) The
          Trustee or its designee shall perform on behalf of each REMIC all reporting
          and
          other tax compliance duties that are the responsibility of such REMIC under
          the
          Code, the REMIC Provisions, or other compliance guidance issued by the
          Internal
          Revenue Service or any state or local taxing authority. 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
          pursuant to Treasury Regulation 1.860E-2(a)(5) and any person designated
          in
          Section 860E(e)(3) of the Code and (ii) to the Trustee such information
          as is
          necessary for the Trustee to provide to the Certificateholders such information
          or reports as are required by the Code or REMIC Provisions.

         

        The
          Trustee shall be entitled to receive reasonable compensation from the Trust
          for
          the performance of its duties under this subsection (e); provided,
          however,
          that
          such compensation shall not exceed $5,000 per year.

         


        
          
            
            

          

          
            177

            
              

            

          

          
            
            

          

        


        (f) The
          Trustee, the Master Servicer and the Holders of Certificates shall take
          any
          action or cause any REMIC to take any action necessary to create or maintain
          the
          status of any 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 knowingly
          take
          any action, cause any REMIC to take any action or fail to take (or fail
          to cause
          to be taken) any action that, under the REMIC Provisions, if taken or not
          taken,
          as the case may be, could result in an Adverse REMIC Event unless the Trustee,
          any NIMS Insurer and the Master Servicer have received an Opinion of Counsel
          addressed to the Trustee (at the expense of the party seeking to take such
          action) to the effect that the contemplated action will not result in an
          Adverse
          REMIC Event. In addition, prior to taking any action with respect to any
          REMIC
          or the assets therein, or causing any REMIC to take any action, which is
          not
          expressly permitted under the terms of this Agreement, any Holder of a
          Residual
          Certificate will consult with the Trustee, the Master Servicer, any NIMS
          Insurer
          or their respective designees, in writing, with respect to whether such
          action
          could cause an Adverse REMIC Event to occur with respect to any REMIC,
          and no
          such Person shall take any such action or cause any REMIC to take any such
          action as to which the Trustee, the Master Servicer or any NIMS Insurer
          has
          advised it in writing that an Adverse REMIC Event could occur.

         

        (g) Each
          Holder of a Residual Certificate shall pay when due any and all taxes imposed
          on
          the related REMIC by federal or state governmental authorities. To the
          extent
          that such 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 any such REMIC
          or, if
          no such amounts are available, out of other amounts held in the Certificate
          Account, and shall reduce amounts otherwise payable to holders of regular
          interests in any such REMIC, as the case may be.

         

        (h) The
          Trustee shall, for federal income tax purposes, maintain books and records
          with
          respect to each REMIC on a calendar year and on an accrual basis.

         

        (i) No
          additional contributions of assets shall be made to any REMIC, except as
          expressly provided in this Agreement.

         

        (j) Neither
          the Trustee nor the Master Servicer shall enter into any arrangement by
          which
          any REMIC will receive a fee or other compensation for services.

         

        (k) On
          or
          before October 15 of each calendar year beginning in 2008, the Trustee
          shall
          deliver to any NIMS Insurer an Officer’s Certificate stating, without regard to
          any actions taken by any party other than the Trustee, the Trustee’s compliance
          with provisions of this Section 10.01. In
          addition, upon the request of any Rating Agency, the Trustee shall deliver
          to
          such Rating Agency an Officer’s Certificate stating, without regard to any
          actions taken by any party other than the Trustee, the Trustee’s compliance with
          the provisions of this Section 10.01 applicable to it.

         

        (l) The
          Trustee shall treat each of the Basis Risk Reserve Fund, the Supplemental
          Interest Trust and the Final Maturity Reserve Trust as an outside reserve
          fund
          within the meaning of Treasury Regulation Section 1.860G-2(h) that is owned
          by
          the Holders of the Class X Certificates and that is not an asset of any
          REMIC
          and all amounts deposited into the Basis Risk Reserve Fund, the Supplemental
          Interest Trust or the Final Maturity Reserve Trust shall be treated as
          amounts
          distributed to the Class X Certificateholders. 

         


        
          
            
            

          

          
            178

            
              

            

          

          
            
            

          

        


        (m) For
          federal income tax purposes, upon any sale of the property held by the
          Trust
          Fund pursuant to Section 7.01(b), any NIM Redemption Amount paid by the
          Master
          Servicer shall not be treated as a portion of the purchase price paid for
          such
          property but shall instead be treated as an amount paid by the Master Servicer
          to the Holder of the Class X Certificates in exchange for an interest in
          the
          Class X Certificates immediately before the purchase of the property held
          by the
          Trust Fund.

         

        (n) The
          Trustee shall treat the beneficial owners of Certificates (other than the
          Class
          P, Class X, Class LT-R and Class R Certificates) 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 LIBOR 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 interest in the Upper Tier REMIC corresponding
          to such
          Class of Certificates over
          (ii)
          the
          amount payable on such Class of Certificates on such Distribution Date
          (such
          excess, a “Class I Shortfall”). A Class I Shortfall payable from interest
          collections shall be allocated to each Class of 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 3 Net Funds Cap” for
          the applicable “Net Funds Cap” in the definition thereof, exceeds the amount of
          interest accrued for the related Accrual Period based on the applicable
          Net
          Funds Cap, and a Class I Shortfall payable from principal collections shall
          be
          allocated to the most subordinate Class of 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 pay Basis Risk Shortfalls and Unpaid
          Basis
          Risk Shortfalls to the Owners of the LIBOR Certificates in accordance with
          the
          terms of this Agreement. Any payments to the 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 from
          the
          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 the Upper Tier REMIC and as having been paid by such beneficial
          owners to the Supplemental Interest Trust pursuant to the notional principal
          contract. Thus,
          each Certificate (other than a Class P, Class R and Class LT-R Certificates)
          shall be treated as representing not only ownership of regular interests
          in the
          Upper Tier REMIC, but also ownership of an interest in (and obligations
          with
          respect to) a notional principal contract. For tax purposes, the notional
          principal contract shall be deemed to have a value in favor of the Certificates
          entitled to receive Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls
          of
          $32,096.29 as of the Closing Date.

         

        (o) Notwithstanding
          the priority and sources of payments set forth in Article V hereof or otherwise,
          the Trustee shall account for all distributions on the Certificates as
          set forth
          in this Section 10.01. In no event shall any payments of Basis Risk Shortfalls
          or Unpaid Basis Risk Shortfalls provided for in this Section 10.01 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 each REMIC pursuant to Article VII of this Agreement,
          (iv) a substitution pursuant to Article II of this Agreement or (v) a repurchase
          of Mortgage Loans pursuant to Article II of this Agreement, nor acquire
          any
          assets for any REMIC, nor sell or dispose of any investments in the Certificate
          Account for gain, nor accept any contributions to any REMIC after the Closing
          Date, unless the Trustee and any NIMS Insurer has received an Opinion of
          Counsel
          addressed to the Trustee (at the expense of the party causing such sale,
          disposition, or substitution) that such disposition, acquisition, substitution,
          or acceptance will not (a) result in an Adverse REMIC Event, (b) affect
          the
          distribution of interest or principal on the Certificates or (c) result
          in the
          encumbrance of the assets transferred or assigned to the Trust Fund (except
          pursuant to the provisions of this Agreement).

         


        
          
            
            

          

          
            179

            
              

            

          

          
            
            

          

        


        
          	
                  Section
                    10.03.

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

                


        

         

        Upon
          the
          occurrence of an Adverse REMIC Event due to the negligent performance by
          the
          Trustee of its duties and obligations set forth herein, the Trustee shall
          indemnify any NIMS Insurer, the Holder of the related Residual Certificate
          or
          the Trust Fund, as applicable, against any and all losses, claims, damages,
          liabilities or expenses (“Losses”) resulting from such negligence; provided,
          however,
          that the
          Trustee shall not be liable for any such Losses attributable to the action
          or
          inaction of the Master Servicer, the Depositor, the Class X Certificateholders
          or the Holder of such Residual Certificate, as applicable, or for any such
          Losses resulting from misinformation provided by the Holder of such Residual
          Certificate on which the Trustee has relied. The foregoing shall not be
          deemed
          to limit or restrict the rights and remedies of the Holder of such Residual
          Certificate now or hereafter existing at law or in equity. Notwithstanding
          the
          foregoing, however, in no event shall the Trustee have any liability (1)
          for any
          action or omission that is taken in accordance with and in compliance with
          the
          express terms of, or which is expressly permitted by the terms of, this
          Agreement or any Servicing 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); provided,
          however,
          that
          this sentence shall not apply in connection with any failure by the Trustee
          to
          comply with the provisions of Subsections 6.01(l) hereof and Subsections
          9.25(a)
          or (b) hereof. In addition, the Trustee shall not have any liability for
          the
          actions or failure to act of any other party hereto.

         

        
          	
                  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 on behalf of any REMIC with respect to any REO
          Property
          which might cause an Adverse REMIC Event unless the Master Servicer has
          advised,
          or has caused the applicable Servicer to advise, the Trustee and any NIMS
          Insurer in writing to the effect that, under the REMIC Provisions, such
          action
          would not result in an Adverse REMIC Event.

         

        (b) The
          Master Servicer shall cause the applicable Servicer (to the extent provided
          in
          its Servicing Agreement) 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 the extent provided in its Servicing
          Agreement) to, dispose of any REO Property within three years 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, the REMIC may hold REO Property for a longer period without
          causing
          an Adverse REMIC Event. If the Master Servicer has received such an extension,
          then the Trustee, or the Master Servicer, acting on its behalf 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 Trustee has not received
          such an extension and the Master Servicer or the applicable Servicer, acting
          on
          behalf of the Trustee hereunder, is unable to sell the REO Property within
          33
          months after its acquisition by the Trust Fund or if the Master Servicer
          has
          received such an extension, and the Master Servicer or the applicable Servicer
          is unable to sell the REO Property within the period ending three months
          before
          the close of the Extended Period, the Master Servicer shall cause the applicable
          Servicer, before the end of the three year period or the Extended Period,
          as
          applicable, to (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 applicable 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.

         


        
          
            
            

          

          
            180

            
              

            

          

          
            
            

          

        


         

        ARTICLE
          XI

         

        MISCELLANEOUS
          PROVISIONS

         

        
          	
                  Section
                    11.01.

                	
                  Binding
                    Nature of Agreement; Assignment.


                


        

         

        This
          Agreement shall be binding upon and inure to the benefit of the parties
          hereto
          and their respective successors and permitted assigns.

         

        
          	
                  Section
                    11.02.

                	
                  Entire
                    Agreement. 

                


        

         

        This
          Agreement contains the entire agreement and understanding among the parties
          hereto with respect to the subject matter hereof, and supersedes all prior
          and
          contemporaneous agreements, understandings, inducements and conditions,
          express
          or implied, oral or written, of any nature whatsoever with respect to the
          subject matter hereof. The express terms hereof control and supersede any
          course
          of performance and/or usage of the trade inconsistent with any of the terms
          hereof.

         

        
          	
                  Section
                    11.03.

                	
                  Amendment.
                    

                


        

         

        (a) On
          or
          prior to a Section 7.01(c) Purchase Event, this Agreement may be amended
          from
          time to time by the Depositor, the Master Servicer and the Trustee, with
          the
          consent of any NIMS Insurer, but without the consent of the Credit Risk
          Manager
          or the Swap Counterparty (except to the extent that the rights or obligations
          of
          (1) the Credit Risk Manager or the Swap Counterparty hereunder or (2) the
          Swap
          Counterparty under the Swap Agreement are affected thereby, and except
          to the
          extent the ability of the Trustee on behalf of the Supplemental Interest
          Trust
          and the Trust Fund to perform fully and timely its obligations under the
          Swap
          Agreement is adversely affected, in which case prior written consent of
          the Swap
          Counterparty is required) and without notice to or the consent of any of
          the
          Holders, (i) to cure any ambiguity, (ii) to cause the provisions herein
          to
          conform to or be consistent with or in furtherance of the statements made
          with
          respect to the Certificates, the Trust Fund or this Agreement in any Offering
          Document, or to correct or supplement any provision herein which may be
          inconsistent with any other provisions herein 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, any NIMS Insurer and the Swap Counterparty shall be provided
          with
          an Opinion of Counsel addressed to the Trustee, any NIMS Insurer and the
          Swap
          Counterparty (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 receives written confirmation from each Rating Agency that
          such
          amendment will not cause such Rating Agency to reduce then current rating
          assigned to the Certificates.

         


        
          
            
            

          

          
            181

            
              

            

          

          
            
            

          

        


        (b) On
          or
          prior to a Section 7.01(c) Purchase Event, this Agreement may also be amended
          from time to time by the Depositor, the Master Servicer and the Trustee,
          with
          the consent of any NIMS Insurer, but without the consent of the Credit
          Risk
          Manager or the Swap Counterparty (except to the extent that the rights
          or
          obligations of (1) the Credit Risk Manager or the Swap Counterparty hereunder
          or
          (2) the Swap Counterparty under the Swap Agreement are affected thereby,
          or the
          ability of the Trustee on behalf of the Supplemental Interest Trust and
          the
          Trust Fund to perform fully and timely its obligations under the Swap Agreement
          is adversely affected, in which case prior written consent of the Swap
          Counterparty is required) and 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 and any NIMS Insurer 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 is permitted hereunder; 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 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. 

         


        
          
            
            

          

          
            182

            
              

            

          

          
            
            

          

        


        (c) After
          a
          Section 7.01(c) Purchase Event but on or prior to a Trust Fund Termination
          Event, this Agreement may be amended from time to time by the Depositor,
          the
          Master Servicer, the LTURI-holder and the Trustee, but without the consent
          of
          the Credit Risk Manager, or the Swap Counterparty (except to the extent
          that the
          rights or obligations of (1) the Credit Risk Manager or 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 and the Trust
          Fund
          to perform fully and timely its obligations under the Swap Agreement is
          adversely affected, in which case prior written consent of the Credit Risk
          Manager or the Swap Counterparty, as applicable, is required). Prior to
          entering
          into any amendment pursuant to this paragraph, the Trustee and the Swap
          Counterparty shall be provided with an Opinion of Counsel addressed to
          the
          Trustee, any NIMS Insurer and the Swap Counterparty (at the expense of
          the party
          requesting such amendment) to the effect that such amendment is permitted
          under
          this Section and will not result in an Adverse REMIC Event.

         

        (d) Promptly
          after the execution of any such amendment, the Trustee shall furnish written
          notification of the substance of such amendment to each Holder, the Depositor,
          the Swap Counterparty, any NIMS Insurer and to the Rating Agencies.

         

        (e) 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.

         

        (f) 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 Section 11.03(a) or 11.03(b)
          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.
          

         

        (g) 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 Rules.

         

        
          	
                  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 Percentage Interest),
          Certificates owned by the Depositor, the Master Servicer, the Trustee,
          any
          Servicer, the Credit Risk Manager or Affiliates thereof are not to be counted
          so
          long as such Certificates are owned by the Depositor, the Master Servicer,
          the
          Trustee, any Servicer, the Credit Risk Manager or any Affiliate
          thereof.

         


        
          
            
            

          

          
            183

            
              

            

          

          
            
            

          

        


        
          	
                  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, any NIM Security holder and
          to any
          prospective purchaser of Certificates designated by such holder, upon the
          request of such holder 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 Master Servicer or the Trustee in providing such information
          shall be reimbursed by the Depositor.

         

        (b) The
          Trustee shall provide 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 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. Any
          reasonable out-of-pocket expenses incurred by the Trustee in providing
          copies of
          such documents shall be reimbursed by the Depositor.

         

        (c) On
          each
          Distribution Date, the Trustee shall deliver or cause to be delivered by
          first
          class mail or make available on its website to the Depositor, Attention:
          Contract Finance, a copy of the report delivered to Certificateholders
          pursuant
          to Section 4.03.

         

        
          	
                  Section
                    11.06.

                	
                  Governing
                    Law. 

                


        

         

        THIS
          AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
          OF THE
          STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS
          (OTHER
          THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS,
          RIGHTS
          AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE
          WITH
          SUCH LAWS.

         

        
          	
                  Section
                    11.07.

                	
                  Notices.
                    

                


        

         

        All
          demands, notices and communications hereunder shall be in writing and shall
          be
          deemed to have been duly given when received by (a) in the case of the
          Depositor, Structured Asset Securities Corporation, 745 Seventh Avenue,
          7th
          Floor, New York, NY 10019, Attention: Mortgage Finance SASCO 2007-BC2,
          (b) in the case of the Seller, Lehman Brothers Holdings Inc., 745 Seventh
          Avenue, 7th Floor, New York, NY 10019, Attention: Mortgage Finance SASCO
          2007-BC2, (c)  in the case of the Credit Risk Manager, OfficeTiger Global
          Real Estate Services Inc., One Glenlake Parkway, Suite 1400, Atlanta, Georgia
          30328, Attention: Chief Executive Officer, (d) in the case of the Trustee,
          the
          Corporate Trust Office, (e) in the case of the Master Servicer, Aurora
          Loan
          Services LLC, 10350 Park Meadows Drive, Littleton, Colorado 80124; Attention:
          Master Servicing, SASCO 2007-BC2, (f) in the case of the Swap Counterparty,
          at
          the address therefore set forth in the Swap Agreement and (g) in the case
          of the
          Cap Counterparty, at the address therefore set forth in the Interest Rate
          Cap
          Agreement or, as to each party, such other address as may hereafter be
          furnished
          by such party to the other parties in writing. All demands, notices and
          communications to a party 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 above 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.


        
          
            
            

          

          
            184

            
              

            

          

          
            
            

          

        


        


        
          	
                  Section
                    11.08.

                	
                  Severability
                    of Provisions. 

                


        

         

        If
          any
          one or more of the covenants, agreements, provisions or terms of this Agreement
          shall be for any reason whatsoever held invalid, then such covenants,
          agreements, provisions or terms shall be deemed severable from the remaining
          covenants, agreements, provisions or terms of this Agreement and shall
          in no way
          affect the validity or enforceability of the other provisions of this Agreement
          or of the Certificates or the rights of the Holders thereof.

         

        
          	
                  Section
                    11.09.

                	
                  Indulgences;
                    No Waivers. 

                


        

         

        Neither
          the failure nor any delay on the part of a party to exercise any right,
          remedy,
          power or privilege under this Agreement shall operate as a waiver thereof,
          nor
          shall any single or partial exercise of any right, remedy, power or privilege
          preclude any other or further exercise of the same or of any other right,
          remedy, power or privilege, nor shall any waiver of any right, remedy,
          power or
          privilege with respect to any occurrence be construed as a waiver of such
          right,
          remedy, power or privilege with respect to any other occurrence. No waiver
          shall
          be effective unless it is in writing and is signed by the party asserted
          to have
          granted such waiver.

         

        
          	
                  Section
                    11.10.

                	
                  Headings
                    Not To Affect Interpretation. 

                


        

         

        The
          headings contained in this Agreement are for convenience of reference only,
          and
          they shall not be used in the interpretation hereof.

         

        
          	
                  Section
                    11.11.

                	
                  Benefits
                    of Agreement.

                


        

         

        The
          Depositor shall promptly notify the Custodians and the Trustee in writing
          of the
          issuance of any Class of NIMS Securities issued by a NIMS Insurer and the
          identity of such NIMS Insurer. Thereafter, 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 be subject to and have the right to enforce the
          provisions of this Agreement so long as the NIMS Securities remaining
          outstanding or the NIMS Insurer is owed amounts in respect of its guarantee
          of
          payment of such NIMS Securities. 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 assignees under the Swap Agreement, the Holders
          of the
          Certificates and the NIMS Insurer, any benefit or any legal or equitable
          right,
          power, remedy or claim under this Agreement, except to the extent specified
          in
          Sections 5.08 and Section 11.15, as applicable.

         

        
          	
                  Section
                    11.12.

                	
                  Special
                    Notices to the Rating Agencies and any NIMS Insurer.
                    

                


        

         

        (a) The
          Depositor shall give prompt notice to the Rating Agencies and any NIMS
          Insurer
          of the occurrence of any of the following events of which it has
          notice:

         


        
          
            
            

          

          
            185

            
              

            

          

          
            
            

          

        


        (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;


         

        (vi) the
          making of a final payment pursuant to Section 7.02; and

         

        (vii) any
          termination of the rights and obligations of any Servicer under the applicable
          Servicing Agreement.

         

        (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
          S&P, to:

        


        Standard
          & Poor’s Ratings Services

        55
          Water
          Street

        New
          York,
          New York 10041

        Attention:
          Residential Mortgages

        


        If
          to
          Moody’s, to:

         

        Moody’s
          Investor Service, Inc.

        99
          Church
          Street

        New
          York,
          New York 10007

        Attention:
          Residential Mortgages

         


        
          
            
            

          

          
            186

            
              

            

          

          
            
            

          

        


        If
          to
          Fitch, to:

         

        Fitch,
          Inc.

        One
          State
          Street Plaza

        New
          York,
          New York 10004

        Attention:
          Residential Mortgages

        


        If
          to
          DBRS, to

        


        DBRS,
          Inc.

        55
          Broadway

        New
          York,
          New York 10006

        Attention:
          Residential Mortgages

        


        (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.

                	
                  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.

         

        
          	
                  Section
                    11.14.

                	
                  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
                    11.15.

                	
                  Transfer
                    of Servicing. 

                


        

         

        The
          Seller agrees that it shall provide written notice to the Master Servicer,
          the
          Swap Counterparty, any NIMS Insurer and the Trustee thirty days prior to
          any
          proposed transfer or assignment by such 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 other Person other than the initial
          Servicer under such Servicing Agreement; provided that the Seller shall
          not be
          required to provide prior notice of (i) any transfer of servicing that
          occurs within three months of the Closing Date or to an entity that is
          a
          Servicer on the Closing Date or (ii) any assignment of any Servicing rights
          from the Seller to an affiliate of the Seller. 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:

         


        
          
            
            

          

          
            187

            
              

            

          

          
            
            

          

        


        (i) Satisfaction
          of the conditions to such transfer as set forth in the applicable Servicing
          Agreement including, without limitation, receipt of written consent of
          any NIMS
          Insurer and the Master Servicer to such transfer;

         

        (ii) Such
          successor servicer must be qualified to service loans for Fannie Mae or
          Freddie
          Mac, and must be a member in good standing of MERS;

         

        (iii) Such
          successor servicer must satisfy the seller/servicer eligibility standards
          in the
          applicable Servicing Agreement, exclusive of any experience in mortgage
          loan
          origination;

         

        (iv) 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;

         

        (v) If
          the
          successor servicer is not a Servicer of Mortgage Loans at the time of the
          transfer, there must be delivered to the Trustee and the Master Servicer
          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; and

         


        
          
            
            

          

          
            188

            
              

            

          

          
            
            

          

        


        (vi) 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, all funds held by the prior 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.
          Notwithstanding the foregoing, the prior Servicer shall be obligated to
          perform
          the items listed above to the extent provided in the applicable Servicing
          Agreement.

         

        



        
          
            
            

          

          
            189

            
              

            

          

          
            
            

          

        


        IN
          WITNESS WHEREOF, the parties hereto 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:
           /s/
          Ellen V. Kiernan        

        Name:
          Ellen V. Kiernan

        Title:
          Senior Vice President 

         

        U.S.
          BANK
          NATIONAL ASSOCIATION,
          

        as
          Trustee

        


        


        By: 
          /s/
          David Duclos        

        Name:
          David Duclos

        Title:
          Vice President

        


        


        AURORA
          LOAN SERVICES LLC, as Master 

        Servicer

        


        


        By: 
          /s/
          Linda A. Sherman        

        Name:
          Linda A. Sherman

        Title:
          Senior Vice President

        


        


        OFFICETIGER
          GLOBAL REAL ESTATE SERVICES INC.,

        as
          Credit
          Risk Manager

         

        By: 
          /s/
          Ken N. Beyer                

        Name:
          Ken
          N. Beyer

        Title:
          President

         

        Solely
          for purposes of Sections 5.07(c), 6.11 and 11.15, 

        accepted
          and agreed to by:

         

        LEHMAN
          BROTHERS HOLDINGS INC.

         

        By: 
          /s/
          Angel P. Lau        

        Name:
          Angel P. Lau

        Title:
          Authorized Signatory


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        EXHIBIT
          A

         

        FORMS
          OF
          CERTIFICATES

        


        



        
          
            
            

          

          
            A-1

            
              

            

          

          
            
            

          

        


        EXHIBIT
          B-1

         

        FORM
          OF
          INITIAL CERTIFICATION

         

                                            

        Date

         

         

        U.S.
          Bank
          National Association

        One
          Federal Street, 3rd Floor

        Boston,
          MA 02110

        


        Structured
          Asset Securities Corporation

        745
          Seventh Avenue, 7th Floor

        New
          York,
          New York 10019

         

        [SERVICERS]

         

        
          	 	
                  Re:

                	
                  Trust
                    Agreement dated as of February 1, 2007 (the “Trust Agreement”), by and
                    among Structured Asset Securities Corporation, as Depositor,
                    U.S. Bank
                    National Association, as Trustee, Aurora Loan Services LLC, as
                    Master
                    Servicer and OfficeTiger Global Real Estate Services Inc., as
                    Credit Risk
                    Manager with respect to Structured Asset Securities Corporation
                    Mortgage
                    Loan Trust 2007-BC2 Mortgage
                    Pass-Through Certificates, Series 2007-BC2

                
	 	 	 


        

        Ladies
          and Gentlemen:

         

        In
          accordance with Section 2.02(a) of the Trust Agreement, subject to review
          of the
          contents thereof, the undersigned, as the Custodian, hereby certifies that
          it
          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]

        


        By:_____________________________________

        Name:
          

        Title:

        



        
          
            
            

          

          
            B-1-1

            
              

            

          

          
            
            

          

        


        SCHEDULE
          I

         


        
          
            
            

          

          
            B-1-2

            
              

            

          

          
            
            

          

        


        EXHIBIT
          B-2

         

         

        FORM
          OF
          INTERIM CERTIFICATION

         

                                               

        Date

         

        U.S.
          Bank
          National Association

        One
          Federal Street, 3rd Floor

        Boston,
          MA 02110

        


        Structured
          Asset Securities Corporation

        745
          Seventh Avenue, 7th Floor

        New
          York,
          New York 10019

         

        [SERVICERS]

         

        
          	 	
                  Re:

                	
                  Trust
                    Agreement dated as of February 1, 2007 (the “Trust Agreement”), by and
                    among Structured Asset Securities Corporation, as Depositor,
                    U.S. Bank
                    National Association, as Trustee, Aurora Loan Services LLC, as
                    Master
                    Servicer and OfficeTiger Global Real Estate Services Inc., as
                    Credit Risk
                    Manager with respect to Structured Asset Securities Corporation
                    Mortgage
                    Loan Trust 2007-BC2 Mortgage
                    Pass-Through Certificates, Series 2007-BC2

                
	 	 	 


        

        Ladies
          and Gentlemen:

         

        In
          accordance with Section 2.02(b) of the Trust Agreement, the undersigned,
          as
          Custodian, 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 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 in Section 2.01(b) of the
          Trust
          Agreement 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]

        


        By:_____________________________________

        Name:
          

        Title:


        
          
            
            

          

          
            B-2-1

            
              

            

          

          
            
            

          

        


        SCHEDULE
          I

         


        
          
            
            

          

          
            B-2-2

            
              

            

          

          
            
            

          

        


        EXHIBIT
          B-3

         

        FORM
          OF
          FINAL CERTIFICATION

         

                                               

        Date

         

        U.S.
          Bank
          National Association

        One
          Federal Street, 3rd Floor

        Boston,
          MA 02110

        


        Structured
          Asset Securities Corporation

        745
          Seventh Avenue, 7th Floor

        New
          York,
          New York 10019

         

        [SERVICERS]

         

        
          	 	
                  Re:

                	
                  Trust
                    Agreement dated as of February 1, 2007 (the “Trust Agreement”), by and
                    among Structured Asset Securities Corporation, as Depositor,
                    U.S. Bank
                    National Association, as Trustee, Aurora Loan Services LLC, as
                    Master
                    Servicer and OfficeTiger Global Real Estate Services Inc., as
                    Credit Risk
                    Manager with respect to Structured Asset Securities Corporation
                    Mortgage
                    Loan Trust 2007-BC2 Mortgage
                    Pass-Through Certificates, Series 2007-BC2

                
	 	 	 


        

        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 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 in
          the
          Mortgage Loan Schedule, other than any Mortgage Loan listed on Schedule
          I
          hereto, it has reviewed the documents listed in Section 2.01(b) of the
          Trust
          Agreement and has determined that each such document appears to be complete
          and,
          based on an examination of such documents, the information set forth in
          items
          (i) through (vi) of the definition of 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]

        


        By:_____________________________________

        Name:

        Title:
          


        
          
            
            

          

          
            B-3-1

            
              

            

          

          
            
            

          

        


        SCHEDULE
          I

         


        
          
            
            

          

          
            B-3-2

            
              

            

          

          
            
            

          

        


        EXHIBIT
          B-4

         

        FORM
          OF
          ENDORSEMENT

         

        Pay
          to
          the order of U.S. Bank National Association, as trustee (the “Trustee”) under
          the Trust Agreement dated as of February 1, 2007 by and among Structured
          Asset
          Securities Corporation, as Depositor, the Trustee, Aurora Loan Services
          LLC, as
          Master Servicer and OfficeTiger Global Real Estate Services Inc., as Credit
          Risk
          Manager relating to Structured Asset Securities Corporation Mortgage Loan
          Trust
          2007-BC2 Mortgage Pass-Through Certificates, Series 2007-BC2, 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, the 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 by and among Structured
          Asset Securities Corporation, as Depositor, you, as Trustee, Aurora Loan
          Services LLC, as Master Servicer and OfficeTiger Global Real Estate Services
          Inc., as Credit Risk Manager, (the “Trust Agreement”), the undersigned
          [Servicer] [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 Servicer hereby certifies that all amounts received
          in
          connection with the loan have been or will be credited to the Certificate
          Account pursuant to the Trust Agreement.)

         

        2. The
          Mortgage Loan is being foreclosed.

         

        3. Mortgage
          Loan substituted. (The 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 [Servicer] [Master Servicer] hereby certifies that
          the
          Purchase Price (or PPTL Purchase Price or FPD Purchase Price (in the case
          of a
          First Payment Default Mortgage Loan)) has been credited to the Certificate
          Account or Collection Account, as applicable, pursuant to the Trust
          Agreement.)

         

        5. Other.
          (Describe)

         


        
          
            
            

          

          
            C-1

            
              

            

          

          
            
            

          

        


        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).

         

        Capitalized
          terms used herein shall have the meanings ascribed to them in the Trust
          Agreement.

         

        _____________________________________

        [Name
          of
          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:

         

        
          	 	
                  1.

                	
                  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.

                


        

         

        
          	 	
                  2.

                	
                  That
                    the Purchaser’s Taxpayer Identification Number is
                               .

                


        

         

        
          	 	
                  3.

                	
                  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.

                


        

         

        
          	 	
                  4.

                	
                  That
                    the Purchaser either (x) is not, and on __________________ [date
                    of
                    transfer] will not be, an employee benefit plan or other retirement
                    arrangement subject to Section 406 of the Employee Retirement
                    Income
                    Security Act of 1974, as amended (“ERISA”), or Section 4975 of the Code
                    (“Code”), (collectively, a “Plan”) or a person acting on behalf of any
                    such Plan or investing the assets of any such Plan to acquire
                    a Residual
                    Certificate; (y) if the Residual Certificate has been the subject
                    of an
                    ERISA-Qualifying Underwriting, is an insurance company that is
                    purchasing
                    the Residual Certificate with funds contained in an “insurance company
                    general account” as defined in Section V(e) of Prohibited Transaction
                    Class Exemption (“PTCE”) 95-60 and the purchase and holding of the
                    Residual Certificate are covered under Sections I and III of
                    PTCE 95-60;
                    or (z) herewith delivers to the Trustee an opinion of counsel
                    (a “Benefit
                    Plan Opinion”) satisfactory to the Trustee, and upon which the Trustee,
                    the Master Servicer, any Servicer, the Depositor and any NIMS
                    Insurer
                    shall be entitled to rely, to the effect that the purchase or
                    holding of
                    such Residual Certificate by the Investor will not result in
                    any
                    non-exempt prohibited transactions under Title I of ERISA or
                    Section 4975
                    of the Code and will not subject the Trustee, the Depositor,
                    the Master
                    Servicer, any Servicer or any NIMS Insurer 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 Trust Fund or any of
                    the above
                    parties.

                


        

         


        
          
            
            

          

          
            D-1-1

            
              

            

          

          
            
            

          

        


        
          	 	
                  5.

                	
                  That
                    the Purchaser hereby acknowledges that under the terms of the
                    Trust
                    Agreement (the “Agreement”) by and among Structured Asset Securities
                    Corporation, as Depositor, U.S. Bank National Association, as
                    Trustee,
                    Aurora Loan Services LLC, as Master Servicer and OfficeTiger
                    Global Real
                    Estate Services Inc., as Credit Risk Manager, dated as of February
                    1,
                    2007, no transfer of the Residual Certificate shall be permitted
                    to be
                    made to any person unless the Depositor and Trustee have received
                    a
                    certificate from such transferee containing the representations
                    in
                    paragraphs 3 and 4 hereof.

                


        

         

        
          	 	
                  6.

                	
                  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”).

                


        

         

        
          	 	
                  7.

                	
                  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.

                


        

         

        
          	 	
                  8.

                	
                  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 3, paragraph 6 or paragraph
                    10 hereof
                    are not satisfied or that the Purchaser has reason to believe
                    does not
                    satisfy the requirements set forth in paragraph 7 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.

                


        

         

        
          	 	
                  9.

                	
                  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.

                


        

         

        
          	 	
                  10.

                	
                  That
                    the Purchaser (i) is not a Non-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-8ECI (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 or (iii) is a Non-U.S. Person that
                    has
                    delivered to both the transferor and the Trustee an opinion of
                    a
                    nationally recognized tax counsel to the effect that the transfer
                    of such
                    Residual Certificate to it is in accordance with the requirements
                    of the
                    Code and the regulations promulgated thereunder and that such
                    transfer of
                    a Residual Certificate will not be disregarded for federal income
                    tax
                    purposes. “Non-U.S. Person” means an individual, corporation, partnership
                    or other person other than (i) a citizen or resident of the United
                    States;
                    (ii) a corporation, partnership or other entity created or organized
                    in or
                    under the laws of the United States or any state thereof, including
                    for
                    this purpose, the District of Columbia; (iii) an estate that
                    is subject to
                    U.S. federal income tax regardless of the source of its income;
                    (iv) 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
                    United
                    States trustees have authority to control all substantial decisions
                    of the
                    trust; and, (v) to the extent provided in Treasury regulations,
                    certain
                    trusts in existence on 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

            
              

            

          

          
            
            

          

        


        
          	 	
                  11.

                	
                  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 7 and paragraph 10
                    hereof.

                


        

         

        
          	 	
                  12.

                	
                  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.

                


        

         


        
          
            
            

          

          
            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
                    Asset Securities Corporation Mortgage Loan Trust
                    2007-BC2

                
	 	 	
                  Mortgage
                    Pass-Through Certificates, Series
                    2007-BC2                           

                
	 	 	 


        

        _______________________
          (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 7 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

         

        LIST
          OF
          SERVICING AGREEMENTS

        


        


        
          	 	
                  1.

                	
                  Securitization
                    Servicing Agreement dated as of February 1, 2007, by and among
                    LBH, as
                    seller, HomEq Servicing, as servicer, and the Master
                    Servicer.

                


        

         

        
          	 	
                  2.

                	
                  Securitization
                    Subservicing Agreement dated as of February 1, 2007, by and among
                    LBH, as
                    seller, Wells Fargo Bank, N.A., as servicer, and the Master
                    Servicer.

                


        

         

        
          	 	
                  3.

                	
                  Servicing
                    Agreement dated as of February 1, 2007, by and among LBH, as
                    seller,
                    Aurora Loan Services LLC, as servicer, and the Master
                    Servicer.

                


        

         

        



        
          
            
            

          

          
            E-1

            
              

            

          

          
            
            

          

        


        EXHIBIT
          F

         

        FORM
          OF
          RULE 144A TRANSFER CERTIFICATE

         

        
          	 	
                  Re:

                	
                  Structured
                    Asset Securities Corporation Mortgage Loan Trust
                    2007-BC2

                
	 	 	
                  Mortgage
                    Pass-Through Certificates, Series
                    2007-BC2                             

                


        

        


        Reference
          is hereby made to the Trust Agreement dated as of February 1, 2007 (the
“Trust
          Agreement”) by and among Structured Asset Securities Corporation, as Depositor,
          U.S. Bank National Association, as Trustee, Aurora Loan Services LLC, as
          Master
          Servicer and OfficeTiger Global Real Estate Services Inc., as Credit Risk
          Manager. Capitalized terms used but not defined herein shall have the meanings
          given to them in the Trust Agreement.

         

        This
          letter relates to $__________ initial Certificate Balance of Class     
          Certificates
          which are held in the form of Definitive Certificates registered in the
          name of
                                
          (the
“Transferor”). The Transferor has requested a transfer of such Definitive
          Certificates for Definitive Certificates of such Class registered in the
          name of
          [insert name of transferee].

         

        In
          connection with such request, and in respect of such Certificates, the
          Transferor hereby certifies that such Certificates are being transferred
          in
          accordance with (i) the transfer restrictions set forth in the Trust Agreement
          and the Certificates and (ii) Rule 144A under the Securities Act to a purchaser
          that the Transferor reasonably believes is a “qualified institutional buyer”
within the meaning of Rule 144A purchasing for its own account or for the
          account of a “qualified institutional buyer,” which purchaser is aware that the
          sale to it is being made in reliance upon Rule 144A, in a transaction meeting
          the requirements of Rule 144A and in accordance with any applicable securities
          laws of any state of the United States or any other applicable
          jurisdiction.

         

        This
          certificate and the statements contained herein are made for your benefit
          and
          the benefit of the Placement Agent and the Depositor.

         

        _____________________________________

        [Name
          of
          Transferor]

         

        By:__________________________________

        Name:

        Title:

         

        Dated:
          ___________, ____


        
          
            
            

          

          
            F-1

            
              

            

          

          
            
            

          

        


        EXHIBIT
          G

         

        FORM
          OF
          PURCHASER’S LETTER FOR

        INSTITUTIONAL
          ACCREDITED INVESTORS

         

                                       

        Date

         

        Dear
          Sirs:

         

        In
          connection with our proposed purchase of $______________ principal amount
          of
          Structured Asset Securities Corporation Mortgage Loan Trust 2007-BC2 Mortgage
          Pass-Through Certificates, Series 2007-BC2, [Class B1] [Class B2] Certificates
          (the “Privately Offered Certificates”) of the Structured Asset Securities
          Corporation (the “Depositor”), 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 dated as of February 1, 2007
                    by and
                    among the Depositor, Aurora Loan Services LLC, as Master Servicer,
                    U.S.
                    Bank National Association, as Trustee (the “Trustee”) and OfficeTiger
                    Global Real Estate Services Inc., as Credit Risk Manager, a signed
                    letter
                    in the form of this letter; and we further agree, in the capacities
                    stated
                    above, to provide to any person purchasing any of the Privately
                    Offered
                    Certificates from us a notice advising such purchaser that resales
                    of the
                    Privately Offered Certificates are restricted as stated
                    herein.

                


        

         

        
          	
                  (2)

                	
                  We
                    understand that, in connection with any proposed resale of any
                    Privately
                    Offered Certificates to an Institutional Accredited Investor,
                    we will be
                    required to furnish to the Trustee and the Depositor a certification
                    from
                    such transferee in the form hereof to confirm that the proposed
                    sale is
                    being made pursuant to an exemption from, or in a transaction
                    not subject
                    to, the registration requirements of the Securities Act. We further
                    understand that the Privately Offered Certificates purchased
                    by us will
                    bear a legend to the foregoing
                    effect.

                


        

         


        
          
            
            

          

          
            G-1

            
              

            

          

          
            
            

          

        


        
          	
                  (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.

                


        

         

        
          	
                  (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 ERISA-Restricted Certificates, we understand
                    that in
                    accordance with ERISA, the Code and the Exemption, no Plan and
                    no person
                    acting on behalf of such a Plan may acquire such Certificate
                    except in
                    accordance with 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.


        
          
            
            

          

          
            G-2

            
              

            

          

          
            
            

          

        


        You
          and
          the Depositor are entitled to rely upon this letter and are irrevocably
          authorized to produce this letter or a copy hereof to any interested party
          in
          any administrative or legal proceeding or official inquiry with respect
          to the
          matters covered hereby.

         

        Very
          truly yours,

         

        __________________________________

        [Purchaser]

         

        By:
          ________________________________

        Name:
          

        Title:

         


        
          
            
            

          

          
            G-3

            
              

            

          

          
            
            

          

        


        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. In
          the
          case of an ERISA-Restricted Certificate, the Investor either (x) is not,
          and on
          __________________ [date of transfer] will not be, an employee benefit
          plan or
          other retirement arrangement subject to Section 406 of the Employee Retirement
          Income Security Act of 1974, as amended (“ERISA”), or Section 4975 of the
          Internal Revenue Code of 1986, as amended (the “Code”), (collectively, a “Plan”)
          or a person acting on behalf of any such Plan or investing the assets of
          any
          such Plan to acquire a Certificate; (y) if the Certificate has been the
          subject
          of an ERISA-Qualifying Underwriting, is an insurance company that is purchasing
          the Certificate with funds contained in an “insurance company general account”
as defined in Section V(e) of Prohibited Transaction Class Exemption (“PTCE”)
          95-60 and the purchase and holding of the Certificate are covered under
          Sections
          I and III of PTCE 95-60; or (z) herewith delivers to the Trustee an opinion
          of
          counsel (a “Benefit Plan Opinion”) satisfactory to the Trustee, and upon which
          the Trustee, the Master Servicer, any Servicer, the Depositor and any NIMS
          Insurer shall be entitled to rely, to the effect that the purchase or holding
          of
          such Certificate by the Investor will not result in any non-exempt prohibited
          transactions under Title I of ERISA or Section 4975 of the Code and will
          not
          subject the Trustee, the Depositor, the Master Servicer, any Servicer or
          any
          NIMS Insurer 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
          Trust Fund or any of the above parties.

         

        3. In
          the
          case of an ERISA-Restricted Trust Certificate, prior to the termination
          of the
          Swap Agreement and the Interest Rate Cap Agreement, either (i) the Investor
          is
          neither a Plan nor a person acting on behalf of any such Plan or using
          the
          assets of any such Plan to effect such transfer or (ii) the acquisition
          and
          holding of the ERISA-Restricted Trust Certificate are eligible for exemptive
          relief under the statutory exemption for nonfiduciary service providers
          under
          Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Code, PTCE 84-14,
          PTCE 90-1, PTCE 91-38, PTCE 95-60 or PTCE 96-23 or some other applicable
          exemption.

         


        
          
            
            

          

          
            H-1

            
              

            

          

          
            
            

          

        


        4. The
          Investor hereby acknowledges that under the terms of the Trust Agreement
          (the
“Agreement”) by and among Structured Asset Securities Corporation, as Depositor,
          U.S. Bank National Association, as Trustee, Aurora Loan Services LLC, as
          Master
          Servicer and OfficeTiger Global Real Estate Services Inc., as Credit Risk
          Manager, dated as of February 1, 2007, no transfer of the ERISA-Restricted
          Certificates or the ERISA-Restricted Trust Certificates shall be permitted
          to be
          made to any person unless the Trustee have received a certificate from
          such
          transferee in the form hereof.

         


        
          
            
            

          

          
            H-2

            
              

            

          

          
            
            

          

        


        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-3

            
              

            

          

          
            
            

          

        


        EXHIBIT
          I

         

        MONTHLY
          REMITTANCE ADVICE

         

        


         


        
          
            
            

          

          
            I-1

            
              

            

          

          
            
            

          

        


        EXHIBIT
          J

         

        MONTHLY
          ELECTRONIC DATA TRANSMISSION

         


        
          
            
            

          

          
            J-1

            
              

            

          

          
            
            

          

        


        EXHIBIT
          K

         

        DESCRIPTION
          OF CUSTODIAL AGREEMENTS

         

        
          	 	
                  1.

                	
                  Custodial
                    Agreement dated as of February 1, 2007 between LaSalle Bank National
                    Association, as Custodian, and U.S. Bank National Association,
                    as
                    Trustee.

                


        

        


        
          	 	
                  2.

                	
                  Custodial
                    Agreement dated as of February 1, 2007 between Wells Fargo Bank,
                    N.A., as
                    Custodian, and U.S. Bank National Association, as
                    Trustee.

                


        

        


        
          	 	
                  3.

                	
                  Custodial
                    Agreement dated as of February 1, 2007 between U.S. Bank National
                    Association, as Custodian, and U.S. Bank National Association,
                    as
                    Trustee.

                


        

        


         

        


        



        
          
            
            

          

          
            K-1

            
              

            

          

          
            
            

          

        


        EXHIBIT
          L

         

        LIST
          OF
          CREDIT RISK MANAGEMENT AGREEMENTS

         

        
          	 	
                  1)

                	
                  Loan
                    Performance Monitoring Agreement dated February 28, 2007 between
                    the
                    Credit Risk Manager and HomEq Servicing, as
                    servicer.

                


        

         

        
          	 	
                  2)

                	
                  Loan
                    Performance Monitoring Agreement dated February 28, 2007 between
                    the
                    Credit Risk Manager and Aurora Loan Services LLC, as
                    servicer.

                


        

         

        
          	 	
                  3)

                	
                  Loan
                    Performance Monitoring Agreement dated February 28, 2007 between
                    the
                    Credit Risk Manager and Wells Fargo Bank, N.A., as
                    servicer.

                


        

         


        
          
            
            

          

          
            L-1

            
              

            

          

          
            
            

          

        


        EXHIBIT
          M-1

         

        FORM
          OF
          TRANSFER CERTIFICATE

        FOR
          TRANSFER FROM RESTRICTED GLOBAL SECURITY

        TO
          REGULATION S GLOBAL SECURITY

        (Transfers
          pursuant to § 3.03(h)(B)

                              
          of the
          Agreement)                            

         

        
          	 	
                  Re:

                	
                  Structured
                    Asset Securities Corporation Mortgage Loan Trust
                    2007-BC2

                
	 	 	
                  Mortgage
                    Pass-Through Certificates Series
                    2007-BC2                              

                
	 	 	 


        

        Reference
          is hereby made to the Trust Agreement (the “Agreement”) by and among Structured
          Asset Securities Corporation, as Depositor, Aurora Loan Services LLC, as
          Master
          Servicer, OfficeTiger Global Real Estate Services Inc., as Credit Risk
          Manager
          and U.S. Bank National Association, 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).

                


        

         


        
          
            
            

          

          
            M-1-1

            
              

            

          

          
            
            

          

        


        You
          are
          entitled to rely upon this letter and are irrevocably authorized to produce
          this
          letter or a copy hereof to any interested party in any administrative or
          legal
          proceedings or official inquiry with respect to the matters covered hereby.
          Terms used in this certificate have the meanings set forth in Regulation
          S.

        
 

                                                                    
          

        [Name
          of
          Transferor]

        


        


        By:
                                                                  

        Name:

        Title:

         

        Date:             
            ,
                 

        


        


        



        
          
            
            

          

          
            M-1-2

            
              

            

          

          
            
            

          

        


        EXHIBIT
          M-2

        


        FORM
          OF
          TRANSFER CERTIFICATE FOR TRANSFER 

        FROM
          REGULATION S GLOBAL SECURITY

        TO
          RESTRICTED GLOBAL SECURITY

        (Transfers
          pursuant to § 3.03(h)(C)

                                  of
          the
          Agreement)                          

         

        
          	 	
                  Re:

                	
                  Structured
                    Asset Securities Corporation Mortgage Loan Trust
                    2007-BC2

                
	 	 	
                  Mortgage
                    Pass-Through Certificates Series
                    2007-BC2                              

                
	 	 	 


        

        Reference
          is hereby made to the Trust Agreement (the “Agreement”) by and among Structured
          Asset Securities Corporation, as Depositor, Aurora Loan Services LLC, as
          Master
          Servicer, OfficeTiger Global Real Estate Services Inc., as Credit Risk
          Manager
          and U.S. Bank National Association, 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:             
            ,
                 

         

        


        


         


        
          
            
            

          

          
            M-2-1

            
              

            

          

          
            
            

          

        


        EXHIBIT
          N

        


        INTEREST
          RATE CAP AGREEMENT

        



        
          
            
            

          

          
            N-1

            
              

            

          

          
            
            

          

        


        EXHIBIT
          O

        


        SWAP
          AGREEMENT


        
          
            
            

          

          
            O-1

            
              

            

          

          
            
            

          

        


        

          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

                  	
                    Servicer(1)

                    Master
                      Servicer

                     

                  
	
                    Any
                      information required by 1121 which is NOT included on the Distribution
                      Date Statement

                  	
                    Depositor

                  
	
                    Item
                      2: Legal Proceedings

                     

                    Any
                      legal proceeding pending against the following entities or
                      their
                      respective property, that is material to Certificateholders,
                      including any
                      proceedings known to be contemplated by governmental
                      authorities:

                  	 
	
                    ▪
                      Issuing Entity (Trust Fund)

                  	
                    Trustee,
                      Master Servicer and Depositor

                  
	
                    ▪
                      Sponsor (Seller)

                  	
                    Seller
                      (if a party to the Trust Agreement) or Depositor

                  
	
                    ▪
                      Depositor

                  	
                    Depositor

                  
	
                    ▪
                      Trustee

                  	
                    Trustee

                  
	
                    ▪
                      Master Servicer

                  	
                    Master
                      Servicer

                  
	
                    ▪
                      Custodian

                  	
                    Custodian(2)

                  
	
                    ▪
                      1110(b) Originator

                  	
                    Depositor

                  
	
                    ▪
                      Any 1108(a)(2) Servicer (other than the Master Servicer)

                  	
                    Servicer(1)

                  
	
                    ▪
                      Any other party contemplated by 1100(d)(1)

                  	
                    Depositor

                  
	
                    Item
                      3: Sale of Securities and Use of Proceeds

                    Information
                      from Item 2(a) of Part II of Form 10-Q:

                     

                    With
                      respect to any sale of securities by the sponsor, depositor
                      or issuing
                      entity, that are backed by the same asset pool or are otherwise
                      issued by
                      the issuing entity, whether or not registered, provide the
                      sales and use
                      of proceeds information in Item 701 of Regulation S-K. Pricing
                      information
                      can be omitted if securities were not registered.

                  	
                    Depositor

                  


          


          
            
              
              

            

            
              P-1-1

              
                

              

            

            
              
              

            

          


          


          
            	
                    ADDITIONAL
                      FORM 10-D DISCLOSURE

                  
	
                    Item
                      on Form 10-D

                  	
                    Party
                      Responsible 

                  
	
                    Item
                      4: Defaults Upon Senior Securities

                     

                    Information
                      from Item 3 of Part II of Form 10-Q:

                     

                    Report
                      the occurrence of any Event of Default (after expiration of
                      any grace
                      period and provision of any required notice)

                  	
                    Trustee

                  
	
                    Item
                      5: Submission of Matters to a Vote of Security
                      Holders

                     

                    Information
                      from Item 4 of Part II of Form 10-Q

                  	
                    Trustee

                  
	
                    Item
                      6: Significant Obligors of Pool Assets

                     

                    Item
                      1112(b) - Significant
                      Obligor Financial Information*

                  	
                    Depositor

                  
	
                    *This
                      information need only be reported on the Form 10-D for the
                      distribution
                      period in which updated information is required pursuant to
                      the
                      Item.

                  	 
	
                    Item
                      7: Significant Enhancement Provider Information

                     

                    Item
                      1114(b)(2) - Credit Enhancement Provider Financial
                      Information*

                  	 
	
                    ▪
                      Determining applicable disclosure threshold

                  	
                    Depositor

                  
	
                    ▪
                      Requesting required financial information (including any required
                      accountants’ consent to the use thereof) or effecting incorporation by
                      reference

                  	
                    Depositor

                  
	
                    Item
                      1115(b) - Derivative Counterparty Financial
                      Information*

                  	 
	
                    ▪
                      Determining current maximum probable exposure

                  	
                    Depositor

                  
	
                    ▪
                      Determining current significance percentage

                  	
                    Depositor

                  
	
                    ▪
                      Requesting required financial information (including any required
                      accountants’ consent to the use thereof) or effecting incorporation by
                      reference

                  	
                    Depositor

                  
	
                    *This
                      information need only be reported on the Form 10-D for the
                      distribution
                      period in which updated information is required pursuant to
                      the
                      Items.

                  	 
	
                    Item
                      8: Other Information

                     

                    Disclose
                      any information required to be reported on Form 8-K during
                      the period
                      covered by the Form 10-D but not reported

                  	
                    Any
                      party responsible for the applicable Form 8-K Disclosure
                      item

                  


          


          
            
              
              

            

            
              P-1-2

              
                

              

            

            
              
              

            

          


          


          
            	
                    ADDITIONAL
                      FORM 10-D DISCLOSURE

                  
	
                    Item
                      on Form 10-D

                  	
                    Party
                      Responsible 

                  
	
                    Item
                      9: Exhibits

                  	 
	
                    Monthly
                      Statement to Certificateholders

                  	
                    Trustee

                  
	
                    Exhibits
                      required by Item 601 of Regulation S-K, such as material
                      agreements

                  	
                    Depositor

                  


          

          _______________________

          (1) This
            information to be provided pursuant to the applicable Servicing
            Agreement.

          (2) This
            information to be provided pursuant to the applicable Custodial
            Agreement.


          
            
              
              

            

            
              P-1-3

              
                

              

            

            
              
              

            

          


          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

                    Disclose
                      any information required to be reported on Form 8-K during
                      the fourth
                      quarter covered by the Form 10-K but not reported

                  	
                    Any
                      party responsible for disclosure items on Form 8-K

                  
	
                    Item
                      15: Exhibits, Financial Statement Schedules

                  	
                    Depositor

                  
	
                    Reg
                      AB Item 1112(b): Significant Obligors of Pool
                      Assets

                  	 
	
                    Significant
                      Obligor Financial Information*

                  	
                    Depositor

                  
	
                    *This
                      information need only be reported on the Form 10-D for the
                      distribution
                      period in which updated information is required pursuant to
                      the
                      Item.

                  	 
	
                    Reg
                      AB Item 1114(b)(2): Credit Enhancement Provider Financial
                      Information

                  	 
	
                    ▪
                      Determining applicable disclosure threshold

                  	
                    Depositor

                  
	
                    ▪
                      Requesting required financial information (including any required
                      accountants’ consent to the use thereof) or effecting incorporation by
                      reference

                  	
                    Depositor

                  
	
                    *This
                      information need only be reported on the Form 10-D for the
                      distribution
                      period in which updated information is required pursuant to
                      the
                      Items.

                  	 
	
                    Reg
                      AB Item 1115(b): Derivative Counterparty Financial
                      Information

                  	 
	
                    ▪
                      Determining current maximum probable exposure

                  	
                    Depositor

                  
	
                    ▪
                      Determining current significance percentage

                  	
                    Depositor

                  
	
                    ▪
                      Requesting required financial information (including any required
                      accountants’ consent to the use thereof) or effecting incorporation by
                      reference

                  	
                    Depositor

                  
	
                    *This
                      information need only be reported on the Form 10-D for the
                      distribution
                      period in which updated information is required pursuant to
                      the
                      Items.

                  	 


          


          
            
              
              

            

            
              P-2-1

              
                

              

            

            
              
              

            

          


          


          
            	
                    ADDITIONAL
                      FORM 10-K DISCLOSURE

                  
	
                    Item
                      on Form 10-K

                  	
                    Party
                      Responsible 

                  
	
                    Reg
                      AB Item 1117: Legal Proceedings

                     

                    Any
                      legal proceeding pending against the following entities or
                      their
                      respective property, that is material to Certificateholders,
                      including any
                      proceedings known to be contemplated by governmental
                      authorities:

                  	 
	
                    ▪
                      Issuing Entity (Trust Fund)

                  	
                    Trustee,
                      Master Servicer and Depositor

                  
	
                    ▪
                      Sponsor (Seller)

                  	
                    Seller
                      (if a party to the Trust Agreement) or Depositor

                  
	
                    ▪
                      Depositor

                  	
                    Depositor

                  
	
                    ▪
                      Trustee

                  	
                    Trustee

                  
	
                    ▪
                      Master Servicer

                  	
                    Master
                      Servicer

                  
	
                    ▪
                      Custodian

                  	
                    Custodian(1)

                  
	
                    ▪
                      1110(b) Originator

                  	
                    Depositor

                  
	
                    ▪
                      Any 1108(a)(2) Servicer (other than the Master Servicer)

                  	
                    Servicer(2)

                  
	
                    ▪
                      Any other party contemplated by 1100(d)(1)

                  	
                    Depositor

                  
	
                    Reg
                      AB Item 1119: Affiliations and Relationships

                  	 
	
                    Whether
                      (a) the Sponsor (Seller), Depositor or Issuing Entity is an
                      affiliate of
                      the following parties, and (b) to the extent known and material,
                      any of
                      the following parties are affiliated with one another:

                  	
                    Depositor
                      as to (a) 

                  
	
                    ▪
                      Master Servicer

                  	
                    Master
                      Servicer 

                  
	
                    ▪
                      Trustee

                  	
                    Trustee

                  
	
                    ▪
                      Any other 1108(a)(3) servicer

                  	
                    Servicer(2)

                  
	
                    ▪
                      Any 1110 Originator

                  	
                    Depositor

                  
	
                    ▪
                      Any 1112(b) Significant Obligor

                  	
                    Depositor

                  
	
                    ▪
                      Any 1114 Credit Enhancement Provider

                  	
                    Depositor

                  
	
                    ▪
                      Any 1115 Derivate Counterparty Provider

                  	
                    Depositor

                  
	
                    ▪
                      Any other 1101(d)(1) material party

                  	
                    Depositor

                  
	
                    Whether
                      there are any “outside the ordinary course business arrangements” other
                      than would be obtained in an arm’s length transaction between (a) the
                      Sponsor (Seller), Depositor or Issuing Entity on the one hand,
                      and (b) any
                      of the following parties (or their affiliates) on the other
                      hand, that
                      exist currently or within the past two years and that are material
                      to a
                      Certificateholder’s understanding of the Certificates:

                  	
                    Depositor
                      as to (a) 

                  
	
                    ▪
                      Master Servicer

                  	
                    Master
                      Servicer 

                  
	
                    ▪
                      Trustee

                  	
                    Trustee

                  
	
                    ▪
                      Any other 1108(a)(3) servicer

                  	
                    Servicer(2)

                  
	
                    ▪
                      Any 1110 Originator

                  	
                    Depositor

                  


          


          
            
              
              

            

            
              P-2-2

              
                

              

            

            
              
              

            

          


          


          
            	
                    ADDITIONAL
                      FORM 10-K DISCLOSURE

                  
	
                    Item
                      on Form 10-K

                  	
                    Party
                      Responsible 

                  
	
                    ▪
                      Any 1112(b) Significant Obligor

                  	
                    Depositor

                  
	
                    ▪
                      Any 1114 Credit Enhancement Provider

                  	
                    Depositor

                  
	
                    ▪
                      Any 1115 Derivate Counterparty Provider

                  	
                    Depositor

                  
	
                    ▪
                      Any other 1101(d)(1) material party

                  	
                    Depositor

                  
	
                    Whether
                      there are any specific relationships involving the transaction
                      or the pool
                      assets between (a) the Sponsor (Seller), Depositor or Issuing
                      Entity on
                      the one hand, and (b) any of the following parties (or their
                      affiliates)
                      on the other hand, that exist currently or within the past
                      two years and
                      that are material:

                  	
                    Depositor
                      as to (a) 

                  
	
                    ▪
                      Master Servicer

                  	
                    Master
                      Servicer 

                  
	
                    ▪
                      Trustee

                  	
                    Trustee

                  
	
                    ▪
                      Any other 1108(a)(3) servicer

                  	
                    Servicer(2)

                  
	
                    ▪
                      Any 1110 Originator

                  	
                    Depositor

                  
	
                    ▪
                      Any 1112(b) Significant Obligor

                  	
                    Depositor

                  
	
                    ▪
                      Any 1114 Credit Enhancement Provider

                  	
                    Depositor

                  
	
                    ▪
                      Any 1115 Derivate Counterparty Provider

                  	
                    Depositor

                  
	
                    ▪
                      Any other 1101(d)(1) material party

                  	
                    Depositor

                  


          

           

          (1) This
            information to be provided pursuant to the applicable Custodial
            Agreement.

          (2) This
            information to be provided pursuant to the applicable Servicing
            Agreement.

          



          
            
              
              

            

            
              P-2-3

              
                

              

            

            
              
              

            

          


          EXHIBIT
            P-3

          


          
            	
                    FORM
                      8-K DISCLOSURE INFORMATION

                  
	
                    Item
                      on Form 8-K

                  	
                    Party
                      Responsible 

                  
	
                    Item
                      1.01- Entry into a Material Definitive Agreement

                     

                    Disclosure
                      is required regarding entry into or amendment of any definitive
                      agreement
                      that is material to the securitization, even if depositor is
                      not a party.
                      

                     

                    Examples:
                      servicing agreement, custodial agreement.

                     

                    Note:
                      disclosure not required as to definitive agreements that are
                      fully
                      disclosed in the prospectus

                  	
                    All
                      parties (with respect to any agreement entered into by such
                      party)

                  
	
                    Item
                      1.02- Termination of a Material Definitive Agreement

                     

                    Disclosure
                      is required regarding termination of any definitive agreement
                      that is
                      material to the securitization (other than expiration in accordance
                      with
                      its terms), even if depositor is not a party. 

                     

                    Examples:
                      servicing agreement, custodial agreement.

                  	
                    All
                      parties (with respect to any agreement entered into by such
                      party)

                  
	
                    Item
                      1.03- Bankruptcy or Receivership

                     

                    Disclosure
                      is required regarding the bankruptcy or receivership, with
                      respect to any
                      of the following: 

                  	
                    Depositor

                  
	
                    ▪
                      Sponsor (Seller)

                  	
                    Depositor/Sponsor
                      (Seller)

                  
	
                    ▪
                      Depositor

                  	
                    Depositor

                  
	
                    ▪
                      Master Servicer

                  	
                    Master
                      Servicer

                  
	
                    ▪
                      Affiliated Servicer

                  	
                    Servicer(1)

                  
	
                    ▪
                      Other Servicer servicing 20% or more of the pool assets at
                      the time of the
                      report

                  	
                    Servicer(1)

                  
	
                    ▪
                      Other material servicers

                  	
                    Servicer(1)

                  
	
                    ▪
                      Trustee

                  	
                    Trustee

                  
	
                    ▪
                      Significant Obligor

                  	
                    Depositor

                  
	
                    ▪
                      Credit Enhancer (10% or more)

                  	
                    Depositor

                  
	
                    ▪
                      Derivative Counterparty

                  	
                    Depositor

                  
	
                    ▪
                      Custodian

                  	
                    Custodian(2)

                  


          


          
            
              
              

            

            
              P-3-1

              
                

              

            

            
              
              

            

          


          


          
            	
                    FORM
                      8-K DISCLOSURE INFORMATION

                  
	
                    Item
                      on Form 8-K

                  	
                    Party
                      Responsible 

                  
	
                    Item
                      2.04- Triggering Events that Accelerate or Increase a Direct
                      Financial
                      Obligation or an Obligation under an Off-Balance Sheet
                      Arrangement

                     

                    Includes
                      an early amortization, performance trigger or other event,
                      including event
                      of default, that would materially alter the payment priority/distribution
                      of cash flows/amortization schedule.

                     

                    Disclosure
                      will be made of events other than waterfall triggers which
                      are disclosed
                      in the monthly statements to the Certificateholders.

                  	
                    Depositor

                    Master
                      Servicer

                    Trustee

                  
	
                    Item
                      3.03- Material Modification to Rights of Security
                      Holders

                     

                    Disclosure
                      is required of any material modification to documents defining
                      the rights
                      of Certificateholders, including the Trust Agreement.

                  	
                    Trustee
                      (only to the extent it is a party to any such documents)

                    Depositor

                  
	
                    Item
                      5.03- Amendments of Articles of Incorporation or Bylaws; Change
                      of Fiscal
                      Year

                    Disclosure
                      is required of any amendment “to the governing documents of the issuing
                      entity”.

                  	
                    Depositor

                  
	
                    Item
                      6.01- ABS Informational and Computational Material

                     

                  	
                    Depositor

                  
	
                    Item
                      6.02- Change of Servicer or Trustee

                     

                    Requires
                      disclosure of any removal, replacement, substitution or addition
                      of any
                      master servicer, affiliated servicer, other servicer servicing
                      10% or more
                      of pool assets at time of report, other material servicers
                      or
                      trustee.

                  	
                    Master
                      Servicer/Depositor/

                    Servicer(1)/Trustee
                      (as to itself)

                  
	
                    Reg
                      AB disclosure about any new servicer or master servicer is
                      also
                      required.

                  	
                    Servicer(1)/Master
                      Servicer/Depositor

                  
	
                    Reg
                      AB disclosure about any new Trustee is also required.

                  	
                    New
                      Trustee

                  
	
                    Item
                      6.03- Change in Credit Enhancement or External
                      Support

                    Covers
                      termination of any enhancement in manner other than by its
                      terms, the
                      addition of an enhancement, or a material change in the enhancement
                      provided. Applies to external credit enhancements as well as
                      derivatives.
                      

                  	
                    Depositor/Trustee

                  
	
                    Reg
                      AB disclosure about any new enhancement provider is also
                      required.

                  	
                    Depositor

                  


          


          
            
              
              

            

            
              P-3-2

              
                

              

            

            
              
              

            

          


          


          
            	
                    FORM
                      8-K DISCLOSURE INFORMATION

                  
	
                    Item
                      on Form 8-K

                  	
                    Party
                      Responsible 

                  
	
                    Item
                      6.04- Failure to Make a Required Distribution

                  	
                    Trustee
                      (so long as the Trustee is the Paying Agent)

                  
	
                    Item
                      6.05- Securities Act Updating Disclosure

                     

                    If
                      any material pool characteristic differs by 5% or more at the
                      time of
                      issuance of the securities from the description in the final
                      prospectus,
                      provide updated Reg AB disclosure about the actual asset
                      pool.

                  	
                    Depositor

                  
	
                    If
                      there are any new servicers or originators required to be disclosed
                      under
                      Regulation AB as a result of the foregoing, provide the information
                      called
                      for in Items 1108 and 1110 respectively.

                  	
                    Depositor

                  
	
                    Item
                      7.01- Reg FD Disclosure

                  	
                    All
                      parties

                  
	
                    Item
                      8.01- Other Events

                     

                    Any
                      event, with respect to which information is not otherwise called
                      for in
                      Form 8-K, that the registrant deems of importance to
                      Certificateholders.

                  	
                    Depositor

                  
	
                    Item
                      9.01- Financial Statements and Exhibits

                  	
                    Responsible
                      party for reporting/disclosing the financial statement or
                      exhibit

                  


          

           

          (1) This
            information to be provided pursuant to the applicable Servicing
            Agreement.

          (2) This
            information to be provided pursuant to the applicable Custodial
            Agreement.

          


          



          
            
              
              

            

            
              P-3-3

              
                

              

            

            
              
              

            

          


          EXHIBIT
            P-4

           

          ADDITIONAL
            DISCLOSURE NOTIFICATION

           

          U.S.
            Bank
            National Association, as Trustee

          One
            Federal Street, 3rd Floor

          Boston,
            MA 02110 

          Attn:
            Corporate Trust Services -SASCO 2007-BC2 - SEC Report Processing

          


          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, OfficeTiger Global Real Estate
            Services
            Inc., as Credit Risk Manager and U.S. Bank National Association, 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

              
                

              

            

            
              
              

            

          


          


          
            	
                    cc:

                  	
                    U.S.
                      Bank National Association

                  
	 	
                    One
                      Federal Street, 3rd Floor

                  
	 	
                    Boston,
                      MA 02110

                  
	 	 
	 	
                    Structured
                      Asset Securities Corporation

                  
	 	
                    745
                      Seventh Avenue, 7th Floor

                  
	 	
                    New
                      York, New York 10019

                  


          

           


          
            
              
              

            

            
              P-4-2

              
                

              

            

            
              
              

            

          


          EXHIBIT
            Q-1

          


          FORM
            OF
            BACK-UP SARBANES-OXLEY CERTIFICATION

          


          [  ]

          [  ]

          [  ]


           

          
            	 	
                    Re:

                  	
                    SASCO
                      2007-BC2

                  


          

           

          [_______],
            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


          
            
              
              

            

            
              Q-1-1

              
                

              

            

            
              
              

            

          


           

          (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.

           

          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, U.S. Bank
            National
            Association, as Trustee, Aurora Loan Services LLC, as Master Servicer
            and
            OfficeTiger Global Real Estate Services Inc., as Credit Risk Manager.
            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
            BACK-UP SARBANES-OXLEY CERTIFICATION

          TO
            BE
            PROVIDED BY THE TRUSTEE


           

          
            	
                    Re:

                  	
                    Structured
                      Asset Securities Corporation Mortgage Loan Trust 2007-BC2 (the
                      “Trust”)
                      Mortgage Pass-Through Certificates, Series 2007-BC2, 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, OfficeTiger Global Real Estate Services Inc., as
                      Credit Risk
                      Manager, and U.S. Bank National Association,
                      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:                                                                  
            

          


          


          U.S.
            BANK
            NATIONAL ASSOCIATION,

          solely
            in
            its capacity as Trustee

           

                              

          [Signature]

          [Title]

          


          



          
            
              
              

            

            
              Q-2-2

              
                

              

            

            
              
              

            

          


          EXHIBIT
            R


          
            
              
              

            

            
              R-1

              
                

              

            

            
              
              

            

          


          EXHIBIT
            S

          


          SERVICING
            CRITERIA TO BE ADDRESSED IN REPORT ON ASSESSMENT OF COMPLIANCE

          


          To:
            

          


          [_______]

          


          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 “Agreement”), by and among Structured Asset Securities Corporation, as
            Depositor, U.S. Bank National Association, as Trustee, Aurora Loan Services
            LLC,
            as Master Servicer and OfficeTiger Global Real Estate Services Inc.,
            as Credit
            Risk Manager. 

          


          If
            the
            Trustee and the Paying Agent are the same party, the servicing criteria
            of the
            Paying Agent listed below will be included in the Trustee’s report.

          


          
            	
                    Reg
                      AB Reference

                  	
                    Servicing
                      Criteria

                  	
                    Paying
                      Agent

                  	
                    Credit
                      Risk Manager

                  	
                    Trustee
                      

                  	
                    Master
                      Servicer

                  
	 	
                    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.
                      

                  	 	 	 	 
	
                    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

                  	 	 	 	 


          


          
            
              
              

            

            
              S-1

              
                

              

            

            
              
              

            

          

          
             

          

          
            	
                    Reg
                      AB Reference

                  	
                    Servicing
                      Criteria

                  	
                    Paying
                      Agent

                  	
                    Credit
                      Risk Manager

                  	
                    Trustee
                      

                  	
                    Master
                      Servicer

                  
	
                    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

                  
	
                    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

                  
	
                    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

                  


          


          
            
              
              

            

            
              S-2

              
                

              

            

            
              
              

            

          


          


          
            	
                    Reg
                      AB Reference

                  	
                    Servicing
                      Criteria

                  	
                    Paying
                      Agent

                  	
                    Credit
                      Risk Manager

                  	
                    Trustee
                      

                  	
                    Master
                      Servicer

                  
	
                    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

                  	
                    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

                  	
                    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. 

                  	
                     

                  	 	 	 
	
                    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

                  	 


          


          
            
              
              

            

            
              S-3

              
                

              

            

            
              
              

            

          


          


          
            	
                    Reg
                      AB Reference

                  	
                    Servicing
                      Criteria

                  	
                    Paying
                      Agent

                  	
                    Credit
                      Risk Manager

                  	
                    Trustee
                      

                  	
                    Master
                      Servicer

                  
	
                    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. 

                  	 	 	 	 


          


          
            
              
              

            

            
              S-4

              
                

              

            

            
              
              

            

          


          


          
            	
                    Reg
                      AB Reference

                  	
                    Servicing
                      Criteria

                  	
                    Paying
                      Agent

                  	
                    Credit
                      Risk Manager

                  	
                    Trustee
                      

                  	
                    Master
                      Servicer

                  
	
                    1122(d)(4)(x)

                  	
                    Regarding
                      any funds held in trust for an obligor (such as escrow accounts):
                      (A) such
                      funds are analyzed, in accordance with the obligor’s pool asset documents,
                      on at least an annual basis, or such other period specified
                      in the
                      transaction agreements; (B) interest on such funds is paid,
                      or credited,
                      to obligors in accordance with applicable pool asset documents
                      and state
                      laws; and (C) such funds are returned to the obligor within
                      30 calendar
                      days of full repayment of the related pool assets, or such
                      other number of
                      days specified in the transaction agreements. 

                  	 	 	 	 
	
                    1122(d)(4)(xi)

                  	
                    Payments
                      made on behalf of an 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. 

                  	 	 	 	
                     

                  
	
                    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. 

                  	 	 	 	
                     

                  
	
                    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

                  	 


          


          
            
              
              

            

            
              S-5

              
                

              

            

            
              
              

            

          


          EXHIBIT
            T

           

          


          [RESERVED]

          



          
            
              
              

            

            
              T-1

              
                

              

            

            
              
              

            

          


          EXHIBIT
            U

          


          FORM
            OF
            CERTIFICATION

          TO
            BE
            PROVIDED BY THE CREDIT RISK MANAGER

          


           

          FORM
            OF CERTIFICATION

           

          Re:
            Structured Asset Securities Corporation Mortgage Loan Trust 2007-BC2
            Mortgage
            Pass-Through Certificates, Series 2007-BC2, issued pursuant to the Trust
            Agreement dated as of February 1, 2007, among Structured Asset Securities
            Corporation, as Depositor (the “Depositor”), Aurora Loan Services LLC, as Master
            Servicer, OfficeTiger Global Real Estate Services Inc., as Credit Risk
            Manager
            and U.S. Bank National Association, as Trustee (the “Trustee”). 

           

          OFFICETIGER
            GLOBAL REAL ESTATE SERVICES INC.
            (the
“Credit Risk Manager”) certifies to the Depositor, the Sponsor, the Master
            Servicer, the Trustee, and [10-K Signatory Entity] its officers, directors
            and
            affiliates, and with the knowledge and intent that they will rely upon
            this
            certification, that:

           

          
            	 	
                    1.

                  	
                    Based
                      on the knowledge of the Credit Risk Manager, taken as a whole,
                      the
                      information in the reports provided during the calendar year
                      immediately
                      preceding the date of this certificate (the “Relevant Year”) by the Credit
                      Risk Manager pursuant to the Master Consulting Agreement dated
                      as of
                      February 28, 2004 (the
                      “Master Consulting Agreement”), by and between the Credit Risk Manager and
                      Lehman Brothers Holdings Inc. and pursuant to Transaction Addendum
                      SASCO
                      2007-BC2 (the “Transaction Addendum SASCO 2007-BC2”), does 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 as of the date
                      that each
                      of such reports was provided; and

                  


          

           

          
            	 	
                    2.

                  	
                    The
                      Credit Risk Manager has fulfilled its obligations under the
                      Master
                      Consulting Agreement and Transaction Addendum SASCO 2007-BC2
                      throughout
                      the Relevant Year.

                  


          

           

          OFFICETIGER
            GLOBAL REAL ESTATE SERVICES INC.

           

           

          By:____________________________________

           

           

          Name:_________________________________

           

           

          Title:
            _________________________________

           


          
            
              
              

            

            
              U-1

              
                

              

            

            
              
              

            

          


          EXHIBIT
            V

           

          TRANSACTION
            PARTIES

          


          Sponsor
            and Seller: Lehman Brothers Holdings Inc.

          


          Depositor:
            Structured Asset Securities Corporation

          


          Trustee:
            U.S. Bank National Association.

          


          Master
            Servicer: Aurora Loan Services LLC

          


          Credit
            Risk Manager: OfficeTiger Global Real Estate Services Inc..

          


          Swap
            Counterparty: Lehman Brothers Special Financing Inc.

          


          Cap
            Counterparty: Lehman Brothers Special Financing Inc.

          


          Servicer(s):
            HomEq Servicing, Wells Fargo Bank N.A. and Aurora Loan Services LLC


          


          Originator(s):
            Equifirst Corporation and Lehman Brothers Bank, FSB 

          


          Custodian(s):
            U.S. Bank National Association, LaSalle Bank National Association and
            Wells
            Fargo Bank, N.A.

          
 

          



          
            
              
              

            

            
              V-1

              
                

              

            

            
              
              

            

          


          EXHIBIT
            W

          


          [RESERVED]

          



          
            
              
              

            

            
              W-1

              
                

              

            

            
              
              

            

          


          EXHIBIT
            X

           

          [Reserved]

           


          
            
              
              

            

            
              X-1

              
                

              

            

            
              
              

            

          


          EXHIBIT
            Y

           

          FORM
            OF
            CALL OPTION NOTICE

           

          [Date]

          


          [___________]

          [___________]

          [___________]

          Attention:
            [___________]

          


           

          
            	Re:	
                    CALL
                      OPTION NOTICE 

                    Trust
                      Agreement relating to the Structured Asset Securities Corporation
                      Mortgage
                      Loan Trust 2007-BC2 Mortgage Pass-Through Certificates, Series
                      2007-BC2,
                      dated as of February 1, 2007, among Structured Asset Securities
                      Corporation, as Depositor, Aurora Loan Services LLC, as Master
                      Servicer,
                      OfficeTiger Global Real Estate Services Inc., as Credit Risk
                      Manager and
                      U.S. Bank National
                      Association, as
                      Trustee                       
                      

                  


          

          


          Ladies
            and Gentlemen:

          


          In
            accordance with the Section 7.01(d)(vii) of the above-referenced Trust
            Agreement, Aurora Loan Services LLC, as Master Servicer, hereby notifies
            you
            that the option to purchase the Mortgage Loans and certain other property
            of the
            Trust Fund may be exercised on the Distribution Date of this month. The
            Bid Due
            Date for this month is [_____] [__], 20[__]. 

          


          [In
            accordance with Section 7.01(d)(vii) of the Trust Agreement, if no Call
            Option
            Holder submits a Purchaser Call Option Notice on or before such Bid Due
            Date,
            then, on the immediately succeeding Distribution Date, the Master Servicer
            may
            exercise the option to purchase the Mortgage Loans and certain other
            property of
            the Trust Fund pursuant to Section 7.01(b) or Section 7.01(c) of the
            Trust
            Agreement.]

          


          Capitalized
            terms used and not defined herein are used as defined in the Trust
            Agreement.

          


          Very
            truly yours,

          


          Aurora
            Loan Services LLC

          


          By:
            ___________________________

           

          Name:
            _________________________

           

          Title:
            __________________________

           


          
            
              
              

            

            
              Y-1

              
                

              

            

            
              
              

            

          


          EXHIBIT
            Z

           

          FORM
            OF
            PURCHASER CALL OPTION NOTICE

          


          [Date]

          


          Aurora
            Loan Services LLC

          10350
            Park Meadows Drive 

          Littleton,
            Colorado 80124

          Attn:
            SASCO 2007-BC2

           

          
            	
                    Re:

                  	
                    PURCHASER
                      CALL OPTION NOTICE

                  
	 	
                    Trust
                      Agreement relating to the Structured Asset Securities Corporation
                      Mortgage
                      Loan Trust 2007-BC2 Mortgage Pass-Through Certificates, Series
                      2007-BC2,
                      dated as of February 1, 2007, among Structured Asset Securities
                      Corporation, as Depositor, Aurora Loan Services LLC, as Master
                      Servicer,
                      OfficeTiger Global Real Estate Services Inc., as Credit Risk
                      Manager and
                      U.S. Bank National
                      Association, as Trustee

                  


          

          


          Ladies
            and Gentlemen:

          


          In
            accordance with Section 7.01(d)(iii) of the above-referenced Trust Agreement,
            [NIM Residual Securities holder][Class X Certificateholder] hereby requests
            Aurora Loan Services LLC (the “Master Servicer”) to exercise the option to
            purchase on its behalf with respect to all, but no fewer than all, of
            the
            Mortgage Loans and other property of the Trust Fund relating to the Structured
            Asset Securities Corporation Mortgage Loan Trust Mortgage Pass-Through
            Certificates, Series 2007-BC2.

          


          The
            Bid
            Price for such assets shall be $___________.

          


          Capitalized
            terms used and not defined herein are used as defined in the Trust
            Agreement.

          


          Very
            truly yours,

          


          [CALL
            OPTION HOLDER]

          


          By:
            ___________________________

           

          Name:
            _________________________

          


          Title:
            __________________________

          


           


          
            
              
              

            

            
              Z-1

              
                

              

            

            
              
              

            

          


          SCHEDULE
            A

           

          MORTGAGE
            LOAN SCHEDULE

           

          [To
            be
            retained in a separate closing binder entitled “SASCO 2007-BC2 Mortgage Loan
            Schedules” at McKee Nelson LLP] 


          
            
              
              

            

            
              Schedule-A-1

              
                

              

            

            
              
              

            

          


          SCHEDULE
            B

           

          FIRST
            PAYMENT DEFAULT MORTGAGE LOANS

           


          
            
              
              

            

            
              Schedule
                B-1

              
                

              

            

            
              
              

            

          

           

          SCHEDULE
            C

           

          PROJECTED
            AGGREGATE SCHEDULED PRINCIPAL BALANCE OF FORTY-YEAR MORTGAGE
            LOANS


          
 

          
            	
                    Distribution
                      Date occurring in:

                  	
                    Aggregate
                      Scheduled 

                    Principal
                      Balance of the Mortgage Loans 

                    Having
                      Forty-Year Original 

                    Terms
                      to Maturity ($)

                  
	
                    March
                      2017

                  	
                    1,161,500.62

                  
	
                    April
                      2017

                  	
                    1,145,460.34

                  
	
                    May
                      2017

                  	
                    1,129,637.66

                  
	
                    June
                      2017

                  	
                    1,114,029.64

                  
	
                    July
                      2017

                  	
                    1,098,633.40

                  
	
                    August
                      2017

                  	
                    1,083,446.07

                  
	
                    September
                      2017

                  	
                    1,068,464.83

                  
	
                    October
                      2017

                  	
                    1,053,686.92

                  
	
                    November
                      2017

                  	
                    1,039,109.57

                  
	
                    December
                      2017

                  	
                    1,024,730.09

                  
	
                    January
                      2018

                  	
                    1,010,545.81

                  
	
                    February
                      2018

                  	
                    996,554.10

                  
	
                    March
                      2018

                  	
                    982,752.35

                  
	
                    April
                      2018

                  	
                    969,138.00

                  
	
                    May
                      2018

                  	
                    955,708.52

                  
	
                    June
                      2018

                  	
                    942,461.43

                  
	
                    July
                      2018

                  	
                    929,394.25

                  
	
                    August
                      2018

                  	
                    916,504.57

                  
	
                    September
                      2018

                  	
                    903,789.98

                  
	
                    October
                      2018

                  	
                    891,248.12

                  
	
                    November
                      2018

                  	
                    878,876.67

                  
	
                    December
                      2018

                  	
                    866,673.31

                  
	
                    January
                      2019

                  	
                    854,635.79

                  
	
                    February
                      2019

                  	
                    842,761.87

                  
	
                    March
                      2019

                  	
                    831,049.33

                  
	
                    April
                      2019

                  	
                    819,496.00

                  
	
                    May
                      2019

                  	
                    808,099.73

                  
	
                    June
                      2019

                  	
                    796,858.41

                  
	
                    July
                      2019

                  	
                    785,769.93

                  
	
                    August
                      2019

                  	
                    774,832.23

                  
	
                    September
                      2019

                  	
                    764,043.28

                  
	
                    October
                      2019

                  	
                    753,401.08

                  
	
                    November
                      2019

                  	
                    742,903.64

                  
	
                    December
                      2019

                  	
                    732,549.00

                  
	
                    January
                      2020

                  	
                    722,335.24

                  
	
                    February
                      2020

                  	
                    712,260.46

                  
	
                    March
                      2020

                  	
                    702,322.77

                  
	
                    April
                      2020

                  	
                    692,520.34

                  
	
                    May
                      2020

                  	
                    682,851.32

                  
	
                    June
                      2020

                  	
                    673,313.93

                  
	
                    July
                      2020

                  	
                    663,906.38

                  
	
                    August
                      2020

                  	
                    654,626.92

                  
	
                    September
                      2020

                  	
                    645,473.82

                  
	
                    October
                      2020

                  	
                    636,445.37

                  


          


          
            
              
              

            

            
              Schedule
                C-1-1

              
                

              

            

            
              
              

            

          

          


          
            	
                    Distribution
                      Date occurring in:

                  	
                    
                      Aggregate
                        Scheduled 

                      Principal
                        Balance of the Mortgage Loans 

                      Having
                        Forty-Year Original 

                      Terms
                        to Maturity ($)

                    

                  
	
                    November
                      2020

                  	
                    627,539.90

                  
	
                    December
                      2020

                  	
                    618,755.73

                  
	
                    January
                      2021

                  	
                    610,091.23

                  
	
                    February
                      2021

                  	
                    601,544.79

                  
	
                    March
                      2021

                  	
                    593,114.80

                  
	
                    April
                      2021

                  	
                    584,799.70

                  
	
                    May
                      2021

                  	
                    576,597.94

                  
	
                    June
                      2021

                  	
                    568,507.98

                  
	
                    July
                      2021

                  	
                    560,528.31

                  
	
                    August
                      2021

                  	
                    552,657.44

                  
	
                    September
                      2021

                  	
                    544,893.90

                  
	
                    October
                      2021

                  	
                    537,236.25

                  
	
                    November
                      2021

                  	
                    529,683.05

                  
	
                    December
                      2021

                  	
                    522,232.89

                  
	
                    January
                      2022

                  	
                    514,884.38

                  
	
                    February
                      2022

                  	
                    507,636.14

                  
	
                    March
                      2022

                  	
                    500,486.82

                  
	
                    April
                      2022

                  	
                    493,435.08

                  
	
                    May
                      2022

                  	
                    486,479.60

                  
	
                    June
                      2022

                  	
                    479,619.09

                  
	
                    July
                      2022

                  	
                    472,852.26

                  
	
                    August
                      2022

                  	
                    466,177.83

                  
	
                    September
                      2022

                  	
                    459,594.57

                  
	
                    October
                      2022

                  	
                    453,101.24

                  
	
                    November
                      2022

                  	
                    446,696.63

                  
	
                    December
                      2022

                  	
                    440,379.53

                  
	
                    January
                      2023

                  	
                    434,148.76

                  
	
                    February
                      2023

                  	
                    428,003.16

                  
	
                    March
                      2023

                  	
                    421,941.57

                  
	
                    April
                      2023

                  	
                    415,962.86

                  
	
                    May
                      2023

                  	
                    410,065.91

                  
	
                    June
                      2023

                  	
                    404,249.60

                  
	
                    July
                      2023

                  	
                    398,512.86

                  
	
                    August
                      2023

                  	
                    392,854.60

                  
	
                    September
                      2023

                  	
                    387,273.76

                  
	
                    October
                      2023

                  	
                    381,769.30

                  
	
                    November
                      2023

                  	
                    376,340.17

                  
	
                    December
                      2023

                  	
                    370,985.38

                  
	
                    January
                      2024

                  	
                    365,703.90

                  
	
                    February
                      2024

                  	
                    360,494.74

                  
	
                    March
                      2024

                  	
                    355,356.93

                  
	
                    April
                      2024

                  	
                    350,289.51

                  
	
                    May
                      2024

                  	
                    345,291.51

                  
	
                    June
                      2024

                  	
                    340,362.00

                  
	
                    July
                      2024

                  	
                    335,500.06

                  
	
                    August
                      2024

                  	
                    330,704.76

                  
	
                    September
                      2024

                  	
                    325,975.21

                  
	
                    October
                      2024

                  	
                    321,310.52

                  
	
                    November
                      2024

                  	
                    316,709.80

                  
	
                    December
                      2024

                  	
                    312,172.20

                  
	
                    January
                      2025

                  	
                    307,696.86

                  
	
                    February
                      2025

                  	
                    303,282.93

                  


          


          
            
              
              

            

            
              Schedule
                C-1-2

              
                

              

            

            
              
              

            

          


          


          
            	
                    Distribution
                      Date occurring in:

                  	
                    
                      Aggregate
                        Scheduled 

                      Principal
                        Balance of the Mortgage Loans 

                      Having
                        Forty-Year Original 

                      Terms
                        to Maturity ($)

                    

                  
	
                    March
                      2025

                  	
                    298,929.59

                  
	
                    April
                      2025

                  	
                    294,636.01

                  
	
                    May
                      2025

                  	
                    290,401.38

                  
	
                    June
                      2025

                  	
                    286,224.91

                  
	
                    July
                      2025

                  	
                    282,105.81

                  
	
                    August
                      2025

                  	
                    278,043.30

                  
	
                    September
                      2025

                  	
                    274,036.61

                  
	
                    October
                      2025

                  	
                    270,085.00

                  
	
                    November
                      2025

                  	
                    266,187.70

                  
	
                    December
                      2025

                  	
                    262,344.00

                  
	
                    January
                      2026

                  	
                    258,553.15

                  
	
                    February
                      2026

                  	
                    254,814.46

                  
	
                    March
                      2026

                  	
                    251,127.19

                  
	
                    April
                      2026

                  	
                    247,490.67

                  
	
                    May
                      2026

                  	
                    243,904.21

                  
	
                    June
                      2026

                  	
                    240,367.12

                  
	
                    July
                      2026

                  	
                    236,878.74

                  
	
                    August
                      2026

                  	
                    233,438.40

                  
	
                    September
                      2026

                  	
                    230,045.46

                  
	
                    October
                      2026

                  	
                    226,699.27

                  
	
                    November
                      2026

                  	
                    223,399.20

                  
	
                    December
                      2026

                  	
                    220,144.62

                  
	
                    January
                      2027

                  	
                    216,934.92

                  
	
                    February
                      2027

                  	
                    213,769.48

                  
	
                    March
                      2027

                  	
                    210,647.72

                  
	
                    April
                      2027

                  	
                    207,569.03

                  
	
                    May
                      2027

                  	
                    204,532.83

                  
	
                    June
                      2027

                  	
                    201,538.55

                  
	
                    July
                      2027

                  	
                    198,585.62

                  
	
                    August
                      2027

                  	
                    195,673.47

                  
	
                    September
                      2027

                  	
                    192,801.55

                  
	
                    October
                      2027

                  	
                    189,969.32

                  
	
                    November
                      2027

                  	
                    187,176.23

                  
	
                    December
                      2027

                  	
                    184,421.77

                  
	
                    January
                      2028

                  	
                    181,705.39

                  
	
                    February
                      2028

                  	
                    179,026.59

                  
	
                    March
                      2028

                  	
                    176,384.86

                  
	
                    April
                      2028

                  	
                    173,779.69

                  
	
                    May
                      2028

                  	
                    171,210.59

                  
	
                    June
                      2028

                  	
                    168,677.06

                  
	
                    July
                      2028

                  	
                    166,178.63

                  
	
                    August
                      2028

                  	
                    163,714.81

                  
	
                    September
                      2028

                  	
                    161,285.14

                  
	
                    October
                      2028

                  	
                    158,889.15

                  
	
                    November
                      2028

                  	
                    156,526.39

                  
	
                    December
                      2028

                  	
                    154,196.40

                  
	
                    January
                      2029

                  	
                    151,898.75

                  
	
                    February
                      2029

                  	
                    149,632.98

                  
	
                    March
                      2029

                  	
                    147,398.67

                  
	
                    April
                      2029

                  	
                    145,195.38

                  
	
                    May
                      2029

                  	
                    143,022.71

                  
	
                    June
                      2029

                  	
                    140,880.23

                  


          


          
            
              
              

            

            
              Schedule
                C-1-3

              
                

              

            

            
              
              

            

          


          


          
            	
                    Distribution
                      Date occurring in:

                  	
                    
                      Aggregate
                        Scheduled 

                      Principal
                        Balance of the Mortgage Loans 

                      Having
                        Forty-Year Original 

                      Terms
                        to Maturity ($)

                    

                  
	
                    July
                      2029

                  	
                    138,767.52

                  
	
                    August
                      2029

                  	
                    136,684.20

                  
	
                    September
                      2029

                  	
                    134,629.85

                  
	
                    October
                      2029

                  	
                    132,604.08

                  
	
                    November
                      2029

                  	
                    130,606.50

                  
	
                    December
                      2029

                  	
                    128,636.74

                  
	
                    January
                      2030

                  	
                    126,694.41

                  
	
                    February
                      2030

                  	
                    124,779.14

                  
	
                    March
                      2030

                  	
                    122,890.56

                  
	
                    April
                      2030

                  	
                    121,028.31

                  
	
                    May
                      2030

                  	
                    119,192.03

                  
	
                    June
                      2030

                  	
                    117,381.37

                  
	
                    July
                      2030

                  	
                    115,595.97

                  
	
                    August
                      2030

                  	
                    113,835.50

                  
	
                    September
                      2030

                  	
                    112,099.61

                  
	
                    October
                      2030

                  	
                    110,387.97

                  
	
                    November
                      2030

                  	
                    108,700.25

                  
	
                    December
                      2030

                  	
                    107,036.13

                  
	
                    January
                      2031

                  	
                    105,395.27

                  
	
                    February
                      2031

                  	
                    103,777.38

                  
	
                    March
                      2031

                  	
                    102,182.13

                  
	
                    April
                      2031

                  	
                    100,609.21

                  
	
                    May
                      2031

                  	
                    99,058.32

                  
	
                    June
                      2031

                  	
                    97,529.16

                  
	
                    July
                      2031

                  	
                    96,021.44

                  
	
                    August
                      2031

                  	
                    94,534.86

                  
	
                    September
                      2031

                  	
                    93,069.13

                  
	
                    October
                      2031

                  	
                    91,623.97

                  
	
                    November
                      2031

                  	
                    90,199.11

                  
	
                    December
                      2031

                  	
                    88,794.25

                  
	
                    January
                      2032

                  	
                    87,409.13

                  
	
                    February
                      2032

                  	
                    86,043.49

                  
	
                    March
                      2032

                  	
                    84,697.04

                  
	
                    April
                      2032

                  	
                    83,369.54

                  
	
                    May
                      2032

                  	
                    82,060.73

                  
	
                    June
                      2032

                  	
                    80,770.34

                  
	
                    July
                      2032

                  	
                    79,498.13

                  
	
                    August
                      2032

                  	
                    78,243.86

                  
	
                    September
                      2032

                  	
                    77,007.26

                  
	
                    October
                      2032

                  	
                    75,788.11

                  
	
                    November
                      2032

                  	
                    74,586.16

                  
	
                    December
                      2032

                  	
                    73,401.19

                  
	
                    January
                      2033

                  	
                    72,232.95

                  
	
                    February
                      2033

                  	
                    71,081.22

                  
	
                    March
                      2033

                  	
                    69,945.78

                  
	
                    April
                      2033

                  	
                    68,826.40

                  
	
                    May
                      2033

                  	
                    67,722.86

                  
	
                    June
                      2033

                  	
                    66,634.94

                  
	
                    July
                      2033

                  	
                    65,562.44

                  
	
                    August
                      2033

                  	
                    64,505.14

                  
	
                    September
                      2033

                  	
                    63,462.83

                  
	
                    October
                      2033

                  	
                    62,435.31

                  


          


          
            
              
              

            

            
              Schedule
                C-1-4

              
                

              

            

            
              
              

            

          


          


          
            	
                    Distribution
                      Date occurring in:

                  	
                    
                      Aggregate
                        Scheduled 

                      Principal
                        Balance of the Mortgage Loans 

                      Having
                        Forty-Year Original 

                      Terms
                        to Maturity ($)

                    

                  
	
                    November
                      2033

                  	
                    61,422.37

                  
	
                    December
                      2033

                  	
                    60,423.82

                  
	
                    January
                      2034

                  	
                    59,439.46

                  
	
                    February
                      2034

                  	
                    58,469.10

                  
	
                    March
                      2034

                  	
                    57,512.54

                  
	
                    April
                      2034

                  	
                    56,569.59

                  
	
                    May
                      2034

                  	
                    55,640.07

                  
	
                    June
                      2034

                  	
                    54,723.80

                  
	
                    July
                      2034

                  	
                    53,820.59

                  
	
                    August
                      2034

                  	
                    52,930.26

                  
	
                    September
                      2034

                  	
                    52,052.64

                  
	
                    October
                      2034

                  	
                    51,187.55

                  
	
                    November
                      2034

                  	
                    50,334.83

                  
	
                    December
                      2034

                  	
                    49,494.29

                  
	
                    January
                      2035

                  	
                    48,665.78

                  
	
                    February
                      2035

                  	
                    47,849.13

                  
	
                    March
                      2035

                  	
                    47,044.18

                  
	
                    April
                      2035

                  	
                    46,250.77

                  
	
                    May
                      2035

                  	
                    45,468.73

                  
	
                    June
                      2035

                  	
                    44,697.92

                  
	
                    July
                      2035

                  	
                    43,938.17

                  
	
                    August
                      2035

                  	
                    43,189.34

                  
	
                    September
                      2035

                  	
                    42,451.27

                  
	
                    October
                      2035

                  	
                    41,723.83

                  
	
                    November
                      2035

                  	
                    41,006.86

                  
	
                    December
                      2035

                  	
                    40,300.21

                  
	
                    January
                      2036

                  	
                    39,603.75

                  
	
                    February
                      2036

                  	
                    38,917.34

                  
	
                    March
                      2036

                  	
                    38,240.84

                  
	
                    April
                      2036

                  	
                    37,574.11

                  
	
                    May
                      2036

                  	
                    36,917.02

                  
	
                    June
                      2036

                  	
                    36,269.43

                  
	
                    July
                      2036

                  	
                    35,631.22

                  
	
                    August
                      2036

                  	
                    35,002.25

                  
	
                    September
                      2036

                  	
                    34,382.40

                  
	
                    October
                      2036

                  	
                    33,771.54

                  
	
                    November
                      2036

                  	
                    33,169.55

                  
	
                    December
                      2036

                  	
                    32,576.31

                  
	
                    January
                      2037

                  	
                    31,991.70

                  
	
                    February
                      2037

                  	
                    31,415.59

                  
	
                    March
                      2037

                  	
                    30,847.87

                  


          

          



          
            
              
              

            

            
              Schedule
                C-1-5