EXECUTION

    


    STRUCTURED
      ASSET SECURITIES CORPORATION, as Depositor,

     

    AURORA
      LOAN SERVICES LLC, as Master Servicer,

     

    WELLS
      FARGO BANK, N.A., as 

    Securities
      Administrator,

     

    CLAYTON
      FIXED INCOME SERVICES INC., as Credit Risk Manager,

     

    and
      

     

    U.S.
      BANK
      NATIONAL ASSOCIATION, as Trustee

     

    ___________________________

     

    TRUST
      AGREEMENT

     

    Dated
      as
      of February 1, 2007

    ___________________________

     

    BNC
      MORTGAGE LOAN TRUST 2007-1

    MORTGAGE
      PASS-THROUGH CERTIFICATES

    SERIES
      2007-1

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TABLE
      OF
      CONTENTS

     

    Page

    
      
        	 	 	 
	
                ARTICLE
                  I DEFINITIONS

              
	 	 	 
	
                Section
                  1.01

              	
                Definitions.

              	
                16

              
	
                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.

              	
                72

              
	
                Section
                  3.02

              	
                Registration.

              	
                73

              
	
                Section
                  3.03

              	
                Transfer
                  and Exchange of Certificates.

              	
                74

              
	
                Section
                  3.04

              	
                Cancellation
                  of Certificates.

              	
                80

              
	
                Section
                  3.05

              	
                Replacement
                  of Certificates.

              	
                80

              
	
                Section
                  3.06

              	
                Persons
                  Deemed Owners.

              	
                81

              
	
                Section
                  3.07

              	
                Temporary
                  Certificates.

              	
                81

              
	
                Section
                  3.08

              	
                Appointment
                  of Paying Agent.

              	
                81

              
	
                Section
                  3.09

              	
                Book-Entry
                  Certificates.

              	
                82

              
	 	 	 
	
                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.

              	
                88

              
	
                Section
                  4.04

              	
                Certificate
                  Account.

              	
                93

              
	
                Section
                  4.05

              	
                Securities
                  Administration Account.

              	
                94

              
	 	 	 
	
                ARTICLE
                  V DISTRIBUTIONS TO HOLDERS OF CERTIFICATES

              
	 	 	 
	
                Section
                  5.01

              	
                Distributions
                  Generally.

              	
                95

              
	
                Section
                  5.02

              	
                Distributions
                  from the Certificate Account.

              	
                96

              
	
                Section
                  5.03

              	
                Allocation
                  of Losses.

              	
                109

              
	
                Section
                  5.04

              	
                Advances
                  by Master Servicer, Servicers and Securities
                  Administrator.

              	
                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.

              	
                115

              
	
                Section
                  5.09

              	
                Termination
                  Receipts.

              	
                115

              
	 	 	 


      


      
        
          
          

        

        
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                ARTICLE
                  VI CONCERNING THE TRUSTEE AND THE SECURITIES ADMINISTRATOR; EVENTS
                  OF
                  DEFAULT

              
	 	 	 
	
                Section
                  6.01

              	
                Duties
                  of Trustee and Securities Administrator.

              	
                116

              
	
                Section
                  6.02

              	
                Certain
                  Matters Affecting the Trustee and the Securities
                  Administrator.

              	
                120

              
	
                Section
                  6.03

              	
                Trustee
                  and Securities Administrator Not Liable for Certificates.

              	
                121

              
	
                Section
                  6.04

              	
                Trustee
                  and the Securities Administrator May Own Certificates.

              	
                122

              
	
                Section
                  6.05

              	
                Eligibility
                  Requirements for Trustee and Securities Administrator.

              	
                122

              
	
                Section
                  6.06

              	
                Resignation
                  and Removal of Trustee and the Securities Administrator.

              	
                122

              
	
                Section
                  6.07

              	
                Successor
                  Trustee and Successor Securities Administrator.

              	
                124

              
	
                Section
                  6.08

              	
                Merger
                  or Consolidation of Trustee or the Securities
                  Administrator.

              	
                125

              
	
                Section
                  6.09

              	
                Appointment
                  of Co-Trustee, Separate Trustee or Custodian.

              	
                125

              
	
                Section
                  6.10

              	
                Authenticating
                  Agents.

              	
                127

              
	
                Section
                  6.11

              	
                Indemnification
                  of Trustee and Securities Administrator.

              	
                128

              
	
                Section
                  6.12

              	
                Fees
                  and Expenses of Securities Administrator, Trustee and
                  Custodian.

              	
                129

              
	
                Section
                  6.13

              	
                Collection
                  of Monies.

              	
                129

              
	
                Section
                  6.14

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

              	
                130

              
	
                Section
                  6.15

              	
                Additional
                  Remedies of Trustee Upon Event of Default.

              	
                135

              
	
                Section
                  6.16

              	
                Waiver
                  of Defaults.

              	
                135

              
	
                Section
                  6.17

              	
                Notification
                  to Holders.

              	
                135

              
	
                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.

              	
                136

              
	
                Section
                  6.20

              	
                Preparation
                  of Tax Returns and Other Reports.

              	
                136

              
	
                Section
                  6.21

              	
                Reporting
                  Requirements of the Commission.

              	
                144

              
	
                Section
                  6.22

              	
                No
                  Merger.

              	
                144

              
	
                Section
                  6.23

              	
                Indemnification
                  by the Securities Administrator.

              	
                144

              
	 	 	 
	
                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.

              	
                145

              
	
                Section
                  7.02

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

              	
                148

              
	
                Section
                  7.03

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

              	
                150

              
	
                Section
                  7.04

              	
                Optional
                  Repurchase Right.

              	
                151

              
	 	 	 
	
                ARTICLE
                  VIII RIGHTS OF CERTIFICATEHOLDERS

              
	 	 	 
	
                Section
                  8.01

              	
                Limitation
                  on Rights of Holders.

              	
                151

              
	
                Section
                  8.02

              	
                Access
                  to List of Holders.

              	
                152

              
	
                Section
                  8.03

              	
                Acts
                  of Holders of Certificates.

              	
                153

              
	 	 	 


      


      
        
          
          

        

        
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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.

              	
                154

              
	
                Section
                  9.02

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

              	
                154

              
	
                Section
                  9.03

              	
                Master
                  Servicer’s Financial Statements and Related Information.

              	
                155

              
	
                Section
                  9.04

              	
                Power
                  to Act; Procedures.

              	
                155

              
	
                Section
                  9.05

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

              	
                158

              
	
                Section
                  9.06

              	
                Collection
                  of Taxes, Assessments and Similar Items.

              	
                159

              
	
                Section
                  9.07

              	
                Termination
                  of Servicing Agreements; Successor Servicers.

              	
                159

              
	
                Section
                  9.08

              	
                Master
                  Servicer Liable for Enforcement.

              	
                160

              
	
                Section
                  9.09

              	
                No
                  Contractual Relationship Between Any Servicer and Trustee or
                  Depositor.

              	
                160

              
	
                Section
                  9.10

              	
                Assumption
                  of Servicing Agreement by Securities Administrator.

              	
                161

              
	
                Section
                  9.11

              	
                Due-on-Sale
                  Clauses; Assumption Agreements.

              	
                161

              
	
                Section
                  9.12

              	
                Release
                  of Mortgage Files.

              	
                162

              
	
                Section
                  9.13

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

              	
                162

              
	
                Section
                  9.14

              	
                Representations
                  and Warranties of the Master Servicer.

              	
                164

              
	
                Section
                  9.15

              	
                Opinion.

              	
                166

              
	
                Section
                  9.16

              	
                Standard
                  Hazard and Flood Insurance Policies.

              	
                166

              
	
                Section
                  9.17

              	
                Presentment
                  of Claims and Collection of Proceeds.

              	
                167

              
	
                Section
                  9.18

              	
                Maintenance
                  of the Primary Mortgage Insurance Policies.

              	
                167

              
	
                Section
                  9.19

              	
                Custodian
                  To Retain Possession of Certain Insurance Policies and
                  Documents.

              	
                168

              
	
                Section
                  9.20

              	
                [Reserved]

              	
                168

              
	
                Section
                  9.21

              	
                Compensation
                  to the Master Servicer.

              	
                168

              
	
                Section
                  9.22

              	
                REO
                  Property.

              	
                168

              
	
                Section
                  9.23

              	
                Notices
                  to the Depositor and the Securities Administrator

              	
                169

              
	
                Section
                  9.24

              	
                Reports
                  to the Trustee.

              	
                170

              
	
                Section
                  9.25

              	
                Assessment
                  of Compliance and Attestation Reports..

              	
                170

              
	
                Section
                  9.26

              	
                Annual
                  Statement of Compliance with Applicable Servicing
                  Criteria.

              	
                172

              
	
                Section
                  9.27

              	
                Merger
                  or Consolidation.

              	
                172

              
	
                Section
                  9.28

              	
                Resignation
                  of Master Servicer.

              	
                172

              
	
                Section
                  9.29

              	
                Assignment
                  or Delegation of Duties by the Master Servicer.

              	
                173

              
	
                Section
                  9.30

              	
                Limitation
                  on Liability of the Master Servicer and Others.

              	
                173

              
	
                Section
                  9.31

              	
                Indemnification;
                  Third-Party Claims.

              	
                174

              
	
                Section
                  9.32

              	
                Special
                  Servicing of Delinquent Mortgage Loans.

              	
                175

              
	
                Section
                  9.33

              	
                Alternative
                  Index.

              	
                175

              
	
                Section
                  9.34

              	
                Duties
                  of the Credit Risk Manager.

              	
                175

              
	
                Section
                  9.35

              	
                Limitation
                  Upon Liability of the Credit Risk Manager.

              	
                178

              
	
                Section
                  9.36

              	
                Indemnification
                  by the Credit Risk Manager.

              	
                178

              
	
                Section
                  9.37

              	
                Removal
                  of Credit Risk Manager.

              	
                178

              
	 	 	 
	
                ARTICLE
                  X REMIC ADMINISTRATION

              
	 	 	 
	
                Section
                  10.01

              	
                REMIC
                  Administration.

              	
                178

              


      


      
        
          
          

        

        
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                Section
                  10.02

              	
                Prohibited
                  Transactions and Activities.

              	
                182

              
	
                Section
                  10.03

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

              	
                182

              
	
                Section
                  10.04

              	
                REO
                  Property.

              	
                183

              
	 	 	 
	
                ARTICLE
                  XI MISCELLANEOUS PROVISIONS

              
	 	 	 
	
                Section
                  11.01

              	
                Binding
                  Nature of Agreement; Assignment.

              	
                183

              
	
                Section
                  11.02

              	
                Entire
                  Agreement.

              	
                183

              
	
                Section
                  11.03

              	
                Amendment.

              	
                184

              
	
                Section
                  11.04

              	
                Voting
                  Rights.

              	
                186

              
	
                Section
                  11.05

              	
                Provision
                  of Information.

              	
                186

              
	
                Section
                  11.06

              	
                Governing
                  Law.

              	
                186

              
	
                Section
                  11.07

              	
                Notices.

              	
                187

              
	
                Section
                  11.08

              	
                Severability
                  of Provisions.

              	
                187

              
	
                Section
                  11.09

              	
                Indulgences;
                  No Waivers.

              	
                187

              
	
                Section
                  11.10

              	
                Headings
                  Not To Affect Interpretation.

              	
                188

              
	
                Section
                  11.11

              	
                Benefits
                  of Agreement.

              	
                188

              
	
                Section
                  11.12

              	
                Special
                  Notices to the Rating Agencies and any NIMS Insurer.

              	
                188

              
	
                Section
                  11.13

              	
                Conflicts.

              	
                189

              
	
                Section
                  11.14

              	
                Counterparts.

              	
                189

              
	
                Section
                  11.15

              	
                Transfer
                  of Servicing.

              	
                190

              


      


      
        
          
          

        

        
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    ATTACHMENTS

     

    
      	
              Exhibit
                A-1

            	
              Form
                of Senior Certificate

            
	
              Exhibit
                A-2

            	
              Form
                of Class M Certificate

            
	
              Exhibit
                A-3

            	
              Form
                of Class B Certificate

            
	
              Exhibit
                A-4

            	
              Form
                of Class P Certificate

            
	
              Exhibit
                A-5

            	
              Form
                of Class X Certificate

            
	
              Exhibit
                A-6

            	
              Form
                of Residual Certificate

            
	
              Exhibit
                A-7

            	
              Form
                of Reverse of Certificate

            
	
              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 Agreement

            
	
              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

            	
              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 Securities
                Administrator

            
	
              Exhibit
                R-1

            	
              Form
                of Watchlist Report

            
	
              Exhibit
                R-2

            	
              Form
                of Loss Severity Report

            
	
              Exhibit
                R-3

            	
              Form
                of Mortgage Insurance Claims Report

            
	
              Exhibit
                R-4

            	
              Form
                of Prepayment Premiums Report

            
	
              Exhibit
                R-5

            	
              Form
                of Analytics Report

            
	
              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

            	
              Schedule
                of Fees for Services as Document Custodian

            
	
              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

            


    

    


      
        
          
          

        

        
          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”), WELLS FARGO BANK, N.A., as securities administrator (the “Securities
      Administrator”), and CLAYTON FIXED INCOME 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, the Securities
      Administrator 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 Swap Counterparty and the Cap Counterparty. The Depositor,
      the
      Trustee, the Master Servicer, the Securities Administrator 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
      Interest Rate Cap Agreement, (vii) the Interest Rate Cap Account, (viii) the
      Collateral Account, (ix) the right to receive FPD Premiums and (x) the
      obligation to pay Class I Shortfalls (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. 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 Qualifying
      Substitute Mortgage Loan is substituted for such Mortgage Loan (the “Original
      Mortgage Loan”), no amount of interest payable on such Qualifying 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

              	 	
                $

              	
                45,546,930.84

              	 	 	
                (1)

              	 
	
                LT2-F1

              	 	 	
                14,038,000.00
                  

              	 	 	
                (2)

              	 
	
                LT2-V1

              	 	 	
                14,038,000.00
                  

              	 	 	
                (3)

              	 
	
                LT2-F2

              	 	 	
                13,622,500.00
                  

              	 	 	
                (2)

              	 
	
                LT2-V2

              	 	 	
                13,622,500.00
                  

              	 	 	
                (3)

              	 
	
                LT2-F3

              	 	 	
                13,220,500.00
                  

              	 	 	
                (2)

              	 
	
                LT2-V3

              	 	 	
                13,220,500.00
                  

              	 	 	
                (3)

              	 
	
                LT2-F4

              	 	 	
                12,830,000.00
                  

              	 	 	
                (2)

              	 
	
                LT2-V4

              	 	 	
                12,830,000.00
                  

              	 	 	
                (3)

              	 
	
                LT2-F5

              	 	 	
                12,451,500.00
                  

              	 	 	
                (2)

              	 
	
                LT2-V5

              	 	 	
                12,451,500.00
                  

              	 	 	
                (3)

              	 
	
                LT2-F6

              	 	 	
                12,082,500.00
                  

              	 	 	
                (2)

              	 
	
                LT2-V6

              	 	 	
                12,082,500.00
                  

              	 	 	
                (3)

              	 
	
                LT2-F7

              	 	 	
                11,726,500.00
                  

              	 	 	
                (2)

              	 
	
                LT2-V7

              	 	 	
                11,726,500.00
                  

              	 	 	
                (3)

              	 
	
                LT2-F8

              	 	 	
                11,380,000.00
                  

              	 	 	
                (2)

              	 
	
                LT2-V8

              	 	 	
                11,380,000.00
                  

              	 	 	
                (3)

              	 
	
                LT2-F9

              	 	 	
                11,042,500.00
                  

              	 	 	
                (2)

              	 
	
                LT2-V9

              	 	 	
                11,042,500.00
                  

              	 	 	
                (3)

              	 
	
                LT2-F10

              	 	 	
                10,717,500.00
                  

              	 	 	
                (2)

              	 
	
                LT2-V10

              	 	 	
                10,717,500.00
                  

              	 	 	
                (3)

              	 
	
                LT2-F11

              	 	 	
                10,447,000.00
                  

              	 	 	
                (2)

              	 
	
                LT2-V11

              	 	 	
                10,447,000.00
                  

              	 	 	
                (3)

              	 
	
                LT2-F12

              	 	 	
                12,946,500.00
                  

              	 	 	
                (2)

              	 
	
                LT2-V12

              	 	 	
                12,946,500.00
                  

              	 	 	
                (3)

              	 
	
                LT2-F13

              	 	 	
                12,848,000.00
                  

              	 	 	
                (2)

              	 
	
                LT2-V13

              	 	 	
                12,848,000.00
                  

              	 	 	
                (3)

              	 
	
                LT2-F14

              	 	 	
                12,702,000.00
                  

              	 	 	
                (2)

              	 
	
                LT2-V14

              	 	 	
                12,702,000.00
                  

              	 	 	
                (3)

              	 
	
                LT2-F15

              	 	 	
                12,604,500.00
                  

              	 	 	
                (2)

              	 
	
                LT2-V15

              	 	 	
                12,604,500.00
                  

              	 	 	
                (3)

              	 
	
                LT2-F16

              	 	 	
                12,360,000.00
                  

              	 	 	
                (2)

              	 
	
                LT2-V16

              	 	 	
                12,360,000.00
                  

              	 	 	
                (3)

              	 
	
                LT2-F17

              	 	 	
                12,213,500.00
                  

              	 	 	
                (2)

              	 
	
                LT2-V17

              	 	 	
                12,213,500.00
                  

              	 	 	
                (3)

              	 
	
                LT2-F18

              	 	 	
                11,969,000.00
                  

              	 	 	
                (2)

              	 
	
                LT2-V18

              	 	 	
                11,969,000.00
                  

              	 	 	
                (3)

              	 
	
                LT2-F19

              	 	 	
                11,774,000.00
                  

              	 	 	
                (2)

              	 
	
                LT2-V19

              	 	 	
                11,774,000.00
                  

              	 	 	
                (3)

              	 


      


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      


      
         

        
          
            	
                    Class
                      Designation

                  	 	
                    Initial
                      Principal Balance

                  	 	
                    Interest
                      Rate

                  	 


          

           

        

      

      
        	
                LT2-F20

              	 	 	
                11,529,500.00
                  

              	 	 	
                (2)

              	 
	
                LT2-V20

              	 	 	
                11,529,500.00
                  

              	 	 	
                (3)

              	 
	
                LT2-F21

              	 	 	
                11,236,500.00
                  

              	 	 	
                (2)

              	 
	
                LT2-V21

              	 	 	
                11,236,500.00
                  

              	 	 	
                (3)

              	 
	
                LT2-F22

              	 	 	
                10,943,500.00
                  

              	 	 	
                (2)

              	 
	
                LT2-V22

              	 	 	
                10,943,500.00
                  

              	 	 	
                (3)

              	 
	
                LT2-F23

              	 	 	
                37,812,000.00
                  

              	 	 	
                (2)

              	 
	
                LT2-V23

              	 	 	
                37,812,000.00
                  

              	 	 	
                (3)

              	 
	
                LT2-F24

              	 	 	
                20,323,500.00
                  

              	 	 	
                (2)

              	 
	
                LT2-V24

              	 	 	
                20,323,500.00
                  

              	 	 	
                (3)

              	 
	
                LT2-F25

              	 	 	
                17,733,500.00
                  

              	 	 	
                (2)

              	 
	
                LT2-V25

              	 	 	
                17,733,500.00
                  

              	 	 	
                (3)

              	 
	
                LT2-F26

              	 	 	
                13,484,000.00
                  

              	 	 	
                (2)

              	 
	
                LT2-V26

              	 	 	
                13,484,000.00
                  

              	 	 	
                (3)

              	 
	
                LT2-F27

              	 	 	
                10,552,500.00
                  

              	 	 	
                (2)

              	 
	
                LT2-V27

              	 	 	
                10,552,500.00
                  

              	 	 	
                (3)

              	 
	
                LT2-F28

              	 	 	
                8,354,000.00
                  

              	 	 	
                (2)

              	 
	
                LT2-V28

              	 	 	
                8,354,000.00
                  

              	 	 	
                (3)

              	 
	
                LT2-F29

              	 	 	
                6,693,000.00
                  

              	 	 	
                (2)

              	 
	
                LT2-V29

              	 	 	
                6,693,000.00
                  

              	 	 	
                (3)

              	 
	
                LT2-F30

              	 	 	
                5,472,000.00
                  

              	 	 	
                (2)

              	 
	
                LT2-V30

              	 	 	
                5,472,000.00
                  

              	 	 	
                (3)

              	 
	
                LT2-F31

              	 	 	
                4,445,000.00
                  

              	 	 	
                (2)

              	 
	
                LT2-V31

              	 	 	
                4,445,000.00
                  

              	 	 	
                (3)

              	 
	
                LT2-F32

              	 	 	
                3,664,500.00
                  

              	 	 	
                (2)

              	 
	
                LT2-V32

              	 	 	
                3,664,500.00
                  

              	 	 	
                (3)

              	 
	
                LT2-F33

              	 	 	
                3,468,500.00
                  

              	 	 	
                (2)

              	 
	
                LT2-V33

              	 	 	
                3,468,500.00
                  

              	 	 	
                (3)

              	 
	
                LT2-F34

              	 	 	
                3,273,000.00
                  

              	 	 	
                (2)

              	 
	
                LT2-V34

              	 	 	
                3,273,000.00
                  

              	 	 	
                (3)

              	 
	
                LT2-F35

              	 	 	
                3,126,500.00
                  

              	 	 	
                (2)

              	 
	
                LT2-V35

              	 	 	
                3,126,500.00
                  

              	 	 	
                (3)

              	 
	
                LT2-F36

              	 	 	
                2,980,000.00
                  

              	 	 	
                (2)

              	 
	
                LT2-V36

              	 	 	
                2,980,000.00
                  

              	 	 	
                (3)

              	 
	
                LT2-F37

              	 	 	
                2,834,000.00
                  

              	 	 	
                (2)

              	 
	
                LT2-V37

              	 	 	
                2,834,000.00
                  

              	 	 	
                (3)

              	
                 

              
	
                LT2-F38

              	 	 	
                2,686,500.00
                  

              	 	 	
                (2)

              	
                 

              
	
                LT2-V38

              	 	 	
                2,686,500.00
                  

              	 	 	
                (3)

              	
                 

              
	
                LT2-F39

              	 	 	
                2,589,500.00
                  

              	 	 	
                (2)

              	 
	
                LT2-V39

              	 	 	
                2,589,500.00
                  

              	 	 	
                (3)

              	 
	
                LT2-F40

              	 	 	
                2,394,000.00
                  

              	 	 	
                (2)

              	 
	
                LT2-V40

              	 	 	
                2,394,000.00
                  

              	 	 	
                (3)

              	 
	
                LT2-F41

              	 	 	
                2,345,000.00
                  

              	 	 	
                (2)

              	 
	
                LT2-V41

              	 	 	
                2,345,000.00
                  

              	 	 	
                (3)

              	 


      


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      


      
         

        
          
            	
                    Class
                      Designation

                  	 	
                    Initial
                      Principal Balance

                  	 	
                    Interest
                      Rate

                  	 


          

           

        

      

      
        	
                LT2-F42

              	 	 	
                2,198,000.00
                  

              	 	 	
                (2)

              	 
	
                LT2-V42

              	 	 	
                2,198,000.00
                  

              	 	 	
                (3)

              	 
	
                LT2-F43

              	 	 	
                2,101,000.00
                  

              	 	 	
                (2)

              	 
	
                LT2-V43

              	 	 	
                2,101,000.00
                  

              	 	 	
                (3)

              	 
	
                LT2-F44

              	 	 	
                2,003,000.00
                  

              	 	 	
                (2)

              	 
	
                LT2-V44

              	 	 	
                2,003,000.00
                  

              	 	 	
                (3)

              	 
	
                LT2-F45

              	 	 	
                1,856,000.00
                  

              	 	 	
                (2)

              	 
	
                LT2-V45

              	 	 	
                1,856,000.00
                  

              	 	 	
                (3)

              	 
	
                LT2-F46

              	 	 	
                1,808,000.00
                  

              	 	 	
                (2)

              	 
	
                LT2-V46

              	 	 	
                1,808,000.00
                  

              	 	 	
                (3)

              	 
	
                LT2-F47

              	 	 	
                1,710,000.00
                  

              	 	 	
                (2)

              	 
	
                LT2-V47

              	 	 	
                1,710,000.00
                  

              	 	 	
                (3)

              	 
	
                LT2-F48

              	 	 	
                1,661,000.00
                  

              	 	 	
                (2)

              	 
	
                LT2-V48

              	 	 	
                1,661,000.00
                  

              	 	 	
                (3)

              	 
	
                LT2-F49

              	 	 	
                1,514,000.00
                  

              	 	 	
                (2)

              	 
	
                LT2-V49

              	 	 	
                1,514,000.00
                  

              	 	 	
                (3)

              	 
	
                LT2-F50

              	 	 	
                1,466,000.00
                  

              	 	 	
                (2)

              	 
	
                LT2-V50

              	 	 	
                1,466,000.00
                  

              	 	 	
                (3)

              	 
	
                LT2-F51

              	 	 	
                1,416,500.00
                  

              	 	 	
                (2)

              	 
	
                LT2-V51

              	 	 	
                1,416,500.00
                  

              	 	 	
                (3)

              	 
	
                LT2-F52

              	 	 	
                1,319,500.00
                  

              	 	 	
                (2)

              	 
	
                LT2-V52

              	 	 	
                1,319,500.00
                  

              	 	 	
                (3)

              	 
	
                LT2-F53

              	 	 	
                1,270,000.00
                  

              	 	 	
                (2)

              	 
	
                LT2-V53

              	 	 	
                1,270,000.00
                  

              	 	 	
                (3)

              	 
	
                LT2-F54

              	 	 	
                1,221,500.00
                  

              	 	 	
                (2)

              	 
	
                LT2-V54

              	 	 	
                1,221,500.00
                  

              	 	 	
                (3)

              	 
	
                LT2-F55

              	 	 	
                1,123,500.00
                  

              	 	 	
                (2)

              	 
	
                LT2-V55

              	 	 	
                1,123,500.00
                  

              	 	 	
                (3)

              	 
	
                LT2-F56

              	 	 	
                1,123,500.00
                  

              	 	 	
                (2)

              	 
	
                LT2-V56

              	 	 	
                1,123,500.00
                  

              	 	 	
                (3)

              	 
	
                LT2-F57

              	 	 	
                1,026,000.00
                  

              	 	 	
                (2)

              	 
	
                LT2-V57

              	 	 	
                1,026,000.00
                  

              	 	 	
                (3)

              	 
	
                LT2-F58

              	 	 	
                977,000.00
                  

              	 	 	
                (2)

              	 
	
                LT2-V58

              	 	 	
                977,000.00
                  

              	 	 	
                (3)

              	 
	
                LT2-F59

              	 	 	
                952,500.00
                  

              	 	 	
                (2)

              	 
	
                LT2-V59

              	 	 	
                952,500.00
                  

              	 	 	
                (3)

              	 
	
                LT2-F60

              	 	 	
                893,500.00
                  

              	 	 	
                (2)

              	 
	
                LT2-V60

              	 	 	
                893,500.00
                  

              	 	 	
                (3)

              	 
	
                LT2-F61

              	 	 	
                850,000.00
                  

              	 	 	
                (2)

              	 
	
                LT2-V61

              	 	 	
                850,000.00
                  

              	 	 	
                (3)

              	 
	
                LT2-F62

              	 	 	
                808,000.00
                  

              	 	 	
                (2)

              	 
	
                LT2-V62

              	 	 	
                808,000.00
                  

              	 	 	
                (3)

              	 
	
                LT2-F63

              	 	 	
                768,000.00
                  

              	 	 	
                (2)

              	 
	
                LT2-V63

              	 	 	
                768,000.00
                  

              	 	 	
                (3)

              	 


      


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      


      
         

        
          
            	
                    Class
                      Designation

                  	 	
                    Initial
                      Principal Balance

                  	 	
                    Interest
                      Rate

                  	 


          

           

        

      

      
        	
                LT2-F64

              	 	 	
                730,500.00
                  

              	 	 	
                (2)

              	 
	
                LT2-V64

              	 	 	
                730,500.00
                  

              	 	 	
                (3)

              	 
	
                LT2-F65

              	 	 	
                694,000.00
                  

              	 	 	
                (2)

              	 
	
                LT2-V65

              	 	 	
                694,000.00
                  

              	 	 	
                (3)

              	 
	
                LT2-F66

              	 	 	
                660,000.00
                  

              	 	 	
                (2)

              	 
	
                LT2-V66

              	 	 	
                660,000.00
                  

              	 	 	
                (3)

              	 
	
                LT2-F67

              	 	 	
                627,000.00
                  

              	 	 	
                (2)

              	 
	
                LT2-V67

              	 	 	
                627,000.00
                  

              	 	 	
                (3)

              	 
	
                LT2-F68

              	 	 	
                596,000.00
                  

              	 	 	
                (2)

              	 
	
                LT2-V68

              	 	 	
                596,000.00
                  

              	 	 	
                (3)

              	 
	
                LT2-F69

              	 	 	
                567,000.00
                  

              	 	 	
                (2)

              	 
	
                LT2-V69

              	 	 	
                567,000.00
                  

              	 	 	
                (3)

              	 
	
                LT2-F70

              	 	 	
                539,000.00
                  

              	 	 	
                (2)

              	 
	
                LT2-V70

              	 	 	
                539,000.00
                  

              	 	 	
                (3)

              	 
	
                LT2-F71

              	 	 	
                10,367,500.00
                  

              	 	 	
                (2)

              	 
	
                LT2-V71

              	 	 	
                10,367,500.00
                  

              	 	 	
                (3)

              	 
	
                LT2-R

              	 	 	
                (4)       
                  

              	 	 	
                (4)

              	 
	 	 	 	 	 	 	 	 


      

    

     

    
      	 	
              (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 and, if no such excess, shall be
                zero.

            


    

     

    
      	 	
              (4)

            	
              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-Q

            	 	
              (1)

            	 	
              (4)

            	 	
              N/A

            
	
              Class
                LT3-IO

            	 	
              (2)

            	 	
              (2)

            	 	
              N/A

            
	
              Class
                LT3-R

            	 	
              (5)

            	 	
              (5)

            	 	
              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.

            


    

     

    
      	 	
              (2)

            	
              The
                Class LT3-IO 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

            


    


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    


    
      	
              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

            
	
              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

            


    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    


    
      	
              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-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:

     

    (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
      and
      Class LT3-B2 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.

     


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    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)

            	 	
              $

            	
              419,956,000

            	 	
              $

            	
              25,000

            	 
	
              Class
                A2

            	 	 	
              (2)

            	 	
              $

            	
              205,897,000

            	 	
              $

            	
              25,000

            	 
	
              Class
                A3

            	 	 	
              (3)

            	 	
              $

            	
              35,271,000

            	 	
              $

            	
              25,000

            	 
	
              Class
                A4

            	 	 	
              (4)

            	 	
              $

            	
              73,857,000

            	 	
              $

            	
              25,000

            	 
	
              Class
                A5

            	 	 	
              (5)

            	 	
              $

            	
              29,581,000

            	 	
              $

            	
              25,000

            	 
	
              Class
                M1

            	 	 	
              (6)

            	 	
              $

            	
              44,945,000

            	 	
              $

            	
              100,000

            	 
	
              Class
                M2

            	 	 	
              (7)

            	 	
              $

            	
              44,945,000

            	 	
              $

            	
              100,000

            	 
	
              Class
                M3

            	 	 	
              (8)

            	 	
              $

            	
              14,656,000

            	 	
              $

            	
              100,000

            	 
	
              Class
                M4

            	 	 	
              (9)

            	 	
              $

            	
              17,099,000

            	 	
              $

            	
              100,000

            	 
	
              Class
                M5

            	 	 	
              (10)

            	 	
              $

            	
              16,610,000

            	 	
              $

            	
              100,000

            	 
	
              Class
                M6

            	 	 	
              (11)

            	 	
              $

            	
              9,771,000

            	 	
              $

            	
              100,000

            	 
	
              Class
                M7

            	 	 	
              (12)

            	 	
              $

            	
              9,282,000

            	 	
              $

            	
              100,000

            	 
	
              Class
                M8

            	 	 	
              (13)

            	 	
              $

            	
              8,305,000

            	 	
              $

            	
              100,000

            	 
	
              Class
                M9

            	 	 	
              (14)

            	 	
              $

            	
              9,282,000

            	 	
              $

            	
              100,000

            	 
	
              Class
                B1

            	 	 	
              (15)

            	 	
              $

            	
              12,213,000

            	 	
              $

            	
              100,000

            	 
	
              Class
                B2

            	 	 	
              (16)

            	 	
              $

            	
              10,748,000

            	 	
              $

            	
              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 0.060% and (ii) with respect
                to
                any Distribution Date on which the Class Principal Amount of the
                Class A1
                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 Class A1 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 0.120%. 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 0.100% and (ii) with respect
                to
                any Distribution Date on which the Class Principal Amount of the
                Class A1
                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 Class A1 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 0.200%. 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 0.160% and (ii) with respect
                to
                any Distribution Date on which the Class Principal Amount of the
                Class A1
                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 Class A1 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 0.320%. 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.

            


    

     

    
      	
              (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
                Class A1
                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 Class A1 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.

            


    


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


     

    
      	
              (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 0.290% 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 0.435%. 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.

            


    

     

    
      	
              (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 0.330% 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 0.495%. 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.

            


    


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


     

    
      	
              (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 0.430% 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 0.645%. 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 0.460% 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 0.690%. 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.
                

            


    

     

    
      	
              (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 0.510% 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 0.765%. 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 1.750% 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 2.625%. 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

        
          

        

      

      
        
        

      

    


     

    
      	
              (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 2.500% 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 M8 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 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 1.400% 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 2.100%. 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.

            


    

     

    
      	
              (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 2.000% 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 3.000%. 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.

            


    


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    


     

    
      	
              (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 1.400% 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 2.100%. 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 Certificates shall have
                an
                initial principal balance of $14,656,830.84, 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 FPD Premiums and (iv) 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.

            


    

     

    
      	
              (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
      $977,074,930.84.

     

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

     


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    
       

      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 Securities Administrator (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.

       

      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 and the Interest Rate Cap Agreement, as
        applicable.

       

      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 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 and Class LT3-B2 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;
        provided,
        however,
        that
        for each Class of LIBOR Certificates, the Certificate Interest Rate shall
        be
        multiplied by an amount equal to (a) the actual number of days in the Accrual
        Period, divided by (b) 30.

       


      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      


      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 and PMI Insurance Premium)
        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 Securities Administrator 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 such Servicer
        (or
        by the Securities Administrator 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 and PMI Insurance Premium)
        required to be made by or on behalf of the Master Servicer or any Servicer
        (or
        by the Securities Administrator 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 such Servicer (or by the
        Securities Administrator as successor to the Master Servicer), to be recoverable
        from collections or recoveries in respect of such Simple Interest Mortgage
        Loans.

       

      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) of the Code on prohibited transactions and the tax
        imposed under Section 860G(d) of the Code 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.

       


      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      


      Aggregate
        Expense Rate:
        With
        respect to any Mortgage Loan, the sum of the related Servicing Fee Rate and
        the
        applicable Insurance Fee Rate, in the case of any Mortgage Loan covered by
        a
        Bulk PMI Policy or a LPMI Policy.

       

      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
        all Realized Losses incurred with respect to the Mortgage Loans during the
        related Collection Period and 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.

       

      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 the 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.

       


      
        
          
          

        

        
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      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 Class Principal
        Amount
        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 for such Distribution
        Date.

       

      B1
        Target Amount:
        With
        respect to any Distribution Date, an amount equal to the lesser of (a) the
        product of (i) 94.80% 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 Class Principal
        Amount
        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 for such Distribution
        Date.

       

      B2
        Target Amount:
        With
        respect to any Distribution Date, an amount equal to the lesser of (a) the
        product of (i) 97.00% 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.

       

      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.

       


      
        
          
          

        

        
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      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 for such
        Distribution Date 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 with regard to 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).

       

      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. 

       

      Bulk
        PMI Policy:
        Any of
        the (A)(i) the MGIC Mortgage Guaranty Select Master Policy for Multiple Loan
        Transactions No. 22-590-4-3775 and the MGIC Letter Agreement and (ii) Commitment
        Certificates covering $94,825,559.88 aggregate principal balance of insurable
        Mortgage Loans and (B) PMI Mortgage Master Policy No. 21046-0039-0, Bulk
        No.
        2007-0093, subject to the terms and conditions of PMI Mortgage’s Bulk Primary
        First Lien Master Policy UW 2510.00 (09/00) and the PMI Letter Agreement,
        covering $71,814,878.28 aggregate principal balance of insurable Mortgage
        Loans.

       


      
        
          
          

        

        
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      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 Maryland, 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.

       

      Call
        Option:
        As
        defined in Section 7.01(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).

       

      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
        and the Securities Administrator.

       

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

       

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

       

      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.

       

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

       


      
        
          
          

        

        
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      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 the Upper Tier REMIC, 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.

       

      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 LT3-IO interest in the REMIC 3 on such Distribution Date, all as further
        provided in Section 10.01(n) hereof.

       


      
        
          
          

        

        
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      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
        M1 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 (other than the Class M1 Certificates) and the
        Overcollateralization Amount for such Distribution Date (which, for purposes
        of
        this definition only, shall not be less than zero and assuming for purposes
        of
        this definition that the Principal Distribution Amount has been distributed
        on
        such Distribution Date and no 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.

       

      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 $14,656,830.84
        ($14,656,930.84 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.

       

      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.

       


      
        
          
          

        

        
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      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.

       

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

       


      
        
          
          

        

        
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      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—BNC 2007-1, provided
        that for purposes of surrender of Certificates and final payment thereon
        the
        Trustee’s Corporate Trust Office shall be 60 Livingstone Avenue, St. Paul, MN
        55107.

       

      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
        credit risk management 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:
        Clayton
        Fixed Income Services Inc., a Colorado 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.

       

      Credit
        Risk Manager’s Fee Rate:
        0.011%
        per annum.

       

      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.

       


      
        
          
          

        

        
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      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

              	
                1.25%
                  for the first month, plus
                  an
                  additional 1/12th
                  of
                  1.55% for each month thereafter

              
	 	 
	
                March
                  2010 to February 2011

              	
                2.80%
                  for the first month, plus
                  an
                  additional 1/12th
                  of
                  1.60% for each month thereafter

              
	 	 
	
                March
                  2011 to February 2012

              	
                4.40%
                  for the first month, plus
                  an
                  additional 1/12th
                  of
                  1.30% for each month thereafter

              
	 	 
	
                March
                  2012 to February 2013

              	
                5.70%
                  for the first month, plus
                  an
                  additional 1/12th
                  of
                  0.70% for each month thereafter

              
	 	 
	
                March
                  2013 and thereafter

              	
                6.40%

              
	 	 


      

      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:
        The
        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:
        The
        transactional fees or charges and reimbursement of out-of-pocket expenses
        paid
        to or allowed the Custodian pursuant to the Schedule of Fees for Services
        as
        Document Custodian attached hereto as Exhibit X.

       

      Custodian:
        The
        custodian appointed by the Trustee pursuant to the Custodial Agreement, and
        any
        successor thereto. The initial Custodian is Deutsche Bank National Trust
        Company.

       

      Cut-off
        Date:
        February 1, 2007.

       

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

       

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

       

      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.

       


      
        
          
          

        

        
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      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(1) 36.75% of the Senior Enhancement Percentage for such
        Distribution Date or (2) with respect to any Distribution Date on or after
        which the aggregate Class Principal Amount of the Senior Certificates has
        been
        reduced to zero, 46.65% of the Class M1 Enhancement Percentage.

       

      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 “delinquent” when any payment
        contractually due thereon has not been made by the close of business on the
        Due
        Date therefor. Such Mortgage Loan is “30 days Delinquent” if such payment has
        not been received by the close of business on the corresponding day of the
        month
        immediately succeeding the month in which such payment was first due, or,
        if
        there is no such corresponding day (e.g.,
        as when
        a 30-day month follows a 31-day month in which a payment was due on the 31st
        day
        of such month), then on the last day of such immediately succeeding month.
        Similarly for “60 days Delinquent” and the second immediately succeeding month
        and “90 days Delinquent” and the third immediately succeeding
        month.

       

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

       

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

       

      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;

       


      
        
          
          

        

        
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      (iii)
         repurchase
        agreements collateralized by Direct Obligations or securities guaranteed
        by
        GNMA, FNMA or FHLMC with any registered broker/dealer subject to Securities
        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 Securities Administrator 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”, for purposes of this paragraph) in its capacity other than as
        Trustee, the Trustee, the Master Servicer, any NIMS Insurer, the Securities
        Administrator 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, the Securities Administrator 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, the Securities Administrator
        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);

       


      
        
          
          

        

        
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      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 or Class M 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. 

       


      
        
          
          

        

        
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      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.

       

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

       

      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 listed in Schedule B, as to which the related Mortgagor fails
        to
        make the first Scheduled Payment that is due on such Mortgage Loan after
        the
        Initial Sale Date within one calendar month following the date upon which
        the
        first Scheduled Payment was due. By way of example, a first Scheduled Payment
        due on March 1, 2007 must be made by the Mortgagor on or before
        March 31, 2007.

       

      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,
        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.

       


      
        
          
          

        

        
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      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.

       

      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, the Securities
        Administrator, 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 Securities Administrator, the applicable Servicer or the Credit Risk
        Manager
        in determining whether any Certificates are registered to an Affiliate of
        the
        Depositor, the Master Servicer, the Securities Administrator, any Servicer
        or
        the Credit Risk Manager. After a Section 7.01(c) Purchase Event, other than
        in
        Sections 5.02(b) through (g) 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.

       

      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:
        5.320%.

       


      
        
          
          

        

        
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      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. 

       

      Insurance
        Fee Rate:
        With
        respect to each Mortgage Loan insured under any Bulk PMI Policy or LPMI Policy,
        the per annum rate specified in the Mortgage Loan Schedule under the field
        “Insurance Fee Rate,” plus any taxes due and payable with respect to any such
        insured Mortgage Loan where the related Mortgaged Property is located in
        the
        states of Kentucky, West Virginia and Florida.

       

      Insurance
        Policy:
        Any
        Primary Mortgage 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 interest 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 Securities Administrator (solely in
        its
        capacity as successor master servicer), minus
        (w) the
        PMI Insurance Premiums related to the Mortgage Loans in such Mortgage Pool
        and
        any state taxes imposed on such premiums, (x) the Servicing Fee with respect
        to
        such Mortgage Loans in such Mortgage Pool and (y) previously unreimbursed
        Advances due to the applicable Servicer, the Master Servicer or the Securities
        Administrator (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 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, Subsequent Recoveries, Insurance
        Proceeds 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 Securities Administrator, the Master Servicer, the Custodian and each
        Servicer to the extent provided in this Agreement, each Servicing Agreement
        and
        the 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.

       

      JPMorgan:
        JPMorgan Chase Bank, National Association, or any successor in
        interest.

       

      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 Securities Administrator
        on
        the basis of the “Interest Settlement Rate” set by the British Bankers’
Association (the “BBA”) for one-month United States dollar deposits, as such
        rates appear on the Telerate Page 3750, as of 11:00 a.m. (London time) on
        such
        LIBOR Determination Date.

       


      
        
          
          

        

        
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      (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 Securities Administrator
        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 Securities Administrator will designate an alternative
        index that has performed, or that the Securities Administrator expects to
        perform, in a manner substantially similar to the BBA’s Interest Settlement
        Rate. The Securities Administrator 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 the Trustee and any NIMS Insurer), which opinion shall
        be
        an expense reimbursed from the Securities Administration Account pursuant
        to
        Section 4.05, that the selection of such index will not cause any of the
        REMICs
        to lose their classification as REMICs for federal income tax
        purposes.

       

      (c) The
        establishment of LIBOR by the Securities Administrator and the Securities
        Administrator’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
        (exclusive of any possibility of a deficiency judgment).

       

      Liquidation
        Expenses:
        Expenses that are incurred by the Master Servicer or a Servicer in connection
        with the liquidation of any defaulted Mortgage Loan and are not recoverable
        under the related Primary Mortgage Insurance Policy, 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.

       


      
        
          
          

        

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

       

      LPMI
        Policy:
        A
        Primary Mortgage Insurance Policy issued by a Qualified Insurer pursuant
        to
        which the related premium is to be paid from payments by the
        Mortgagee.

       

      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 for such Distribution
        Date.

       

      M3
        Target Amount:
        With
        respect to any Distribution Date, an amount equal to the lesser of (a) the
        product of (i) 77.90% 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.

       

      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 for such Distribution
        Date.

       

      M4
        Target Amount:
        With
        respect to any Distribution Date, an amount equal to the lesser of (a) the
        product of (i) 81.40% 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.

       


      
        
          
          

        

        
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      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 for such Distribution Date.

       

      M5
        Target Amount:
        With
        respect to any Distribution Date, an amount equal to the lesser of (a) the
        product of (i) 84.80% 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 for such Distribution Date.

       

      M6
        Target Amount:
        With
        respect to any Distribution Date, an amount equal to the lesser of (a) the
        product of (i) 86.80% 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.

       

      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 for such Distribution Date.

       

      M7
        Target Amount:
        With
        respect to any Distribution Date, an amount equal to the lesser of (a) the
        product of (i) 88.70% 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.

       

      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 for such Distribution Date.

       


      
        
          
          

        

        
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      M8
        Target Amount:
        With
        respect to any Distribution Date, an amount equal to the lesser of (a) the
        product of (i) 90.40% 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 Class Principal
        Amount
        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 for such Distribution Date.

       

      M9
        Target Amount:
        With
        respect to any Distribution Date, an amount equal to the lesser of (a) the
        product of (i) 92.30% 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.

       

      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, three 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.

       


      
        
          
          

        

        
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      MGIC:
        Mortgage Guaranty Insurance Corporation, or any successor in
        interest.

       

      MGIC
        Letter Agreement:
        With
        respect to the Bulk PMI Policy with MGIC, the Terms Letter for MGIC Mortgage
        Insurance Coverage covering $94,825,559.88 in principal balance of insurance
        mortgage loans dated as of February 19, 2007, among Lehman Brothers Inc.,
        MGIC and the Trustee.

       

      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 available for distribution pursuant
        to
        Section 5.02(e)(ii)(B) or 5.02 (e)(iii)(M) 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.

       

      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 Custodian with respect to the Mortgage File related to such Mortgage
        Loan; (ix) where applicable, whether such Mortgage Loan is covered by any
        Bulk
        PMI Policy or LPMI Policy and the applicable PMI Insurer and the applicable
        Insurance Fee Rate; (x) 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; (xi) whether such Mortgage Loan is a Simple Interest Mortgage Loan;
        and
        (xii) whether such Mortgage Loan is a First Payment Default 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.

       


      
        
          
          

        

        
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      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) 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. 

       

      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.

       


      
        
          
          

        

        
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      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 Securities Administrator (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 Securities Administrator (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 Securities Administrator (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.

       

      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
        Securities Administrator.

       

      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.

       


      
        
          
          

        

        
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      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.

       

      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.

       

      Option
        One:
        Option
        One Mortgage Corporation.

       

      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.

       


      
        
          
          

        

        
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      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 $4,885,374.65 (which is 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%. 

       

      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.

       

      PMI
        Insurance Premium:
        With
        respect to each Distribution Date and each Mortgage Loan covered by a Bulk
        PMI
        Policy or other lender-paid Primary Mortgage Insurance Policy, the product
        of
        (a) one-twelfth of the applicable Insurance Fee Rate and (b) the Scheduled
        Principal Balance of such Mortgage Loan as of the first day of the related
        Collection Period.

       


      
        
          
          

        

        
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      PMI
        Insurer:
        MGIC
        and PMI Mortgage.

       

      PMI
        Letter Agreement:
        With
        respect to the Bulk PMI Policy with PMI Mortgage, the Terms Letter for PMI
        Mortgage Insurance Coverage covering $71,814,878.28 in principal balance of
        insurance mortgage loans dated as of February 28, 2007, among LBH, PMI
        Mortgage and the Trustee.

       

      PMI
        Mortgage:
        PMI
        Mortgage Insurance Co.

       

      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) a fraction, expressed as a
        percentage, the numerator of which is 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 the denominator of which is
        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:
        With
        respect to any Distribution Date and the Group 1 Senior Certificates, 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) 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 (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.

       


      
        
          
          

        

        
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      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 aggregate Class Principal Amounts of the Group
        1
        Senior Certificates have 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) a fraction, expressed as a
        percentage, the numerator of which is 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 the denominator of which is
        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.

       

      Pool
        2
        Net Funds Cap:
        With
        respect to any Distribution Date and the Group 2 Senior Certificates, 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) 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 (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.

       


      
        
          
          

        

        
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      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.

       

      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 and any Principal Prepayment
        in full in respect of any Mortgage Loan serviced by Option One, the calendar
        month immediately preceding the month in which such Distribution Date occurs,
        (b) 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 (or, the Cut-off Date in the case of the first
        Prepayment Period) through the thirteenth (13th)
        day of
        the calendar month in which the Distribution Date occurs; provided,
        however
        in the
        case of any servicing transfer from Option One to Wells Fargo, the related
        Prepayment Period will be the period from the first day of the calendar month
        before the month of such servicing transfer through the thirteenth
        (13th)
        day of
        the calendar month in which the Mortgage Loans are transferred and in which
        such
        Distribution Date occurs and (c) with respect to any Distribution Date and
        any
        Principal Prepayment in full in respect of any Mortgage Loan serviced by
        JPMorgan, the period from the fifteenth (15th)
        day of
        the preceding calendar month (or, the Cut-off Date in the case of the first
        Prepayment Period) through the fourteenth (14th)
        day of
        the calendar month in which the Distribution Date occurs.

       


      
        
          
          

        

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

       

      Primary
        Mortgage Insurance Policy:
        Any
        mortgage guaranty insurance, if any, on an individual Mortgage Loan, including
        any Bulk PMI Policy or any LPMI Policy, as evidenced by a policy or certificate,
        whether such policy is obtained by the originator, the lender, the borrower
        or
        the Seller on behalf of the Trust Fund.

       

      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) 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 Securities Administrator (less unreimbursed Advances due to the Master
        Servicer, any Servicer or the Securities Administrator with respect to the
        related Mortgage Loans, to the extent allocable to principal, and any
        unreimbursed Servicing Advances not reimbursed by a reduction from the Interest
        Remittance Amount), (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, the NIMS Insurer (in the
        case
        of certain Mortgage Loans 90 days or more delinquent) or the Master Servicer
        (in
        the case of certain Mortgage Loans 120 days or more delinquent) from such
        Mortgage Pool, (iv) 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 Securities Administrator, the Master Servicer,
        the Custodian and each Servicer to the extent provided in this Agreement,
        each
        Servicing Agreement and the 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.

       


      
        
          
          

        

        
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      Private
        Placement Memorandum:
        The
        private placement memorandum dated February 23, 2007, relating to the Class
        B1 and Class B2 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 23, 2007, together with the
        accompanying prospectus dated February 20, 2007, relating to the Offered
        Certificates.

       

      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, the
        Custodian (or the Trustee or the Securities Administrator, 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 or related REO Property that are reimbursable to the Master
        Servicer or such Servicer under this Agreement or the related Servicing
        Agreement (or to the Trustee or the Securities Administrator, if applicable),
        together with any accrued and unpaid compensation due to the Master Servicer,
        the Securities Administrator, any Servicer, the Custodian or the Trustee
        hereunder or thereunder.

       

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

       


      
        
          
          

        

        
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      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, the Securities Administration 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, Master Servicer or Securities Administrator, 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, Master Servicer or Securities
        Administrator, 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 Trustee’s interest therein shall be transferable to any successor
        trustee hereunder; and

       

      (v)
         provide
        that the funds reinvested thereunder and accrued interest thereon be returnable
        to the Collection Account, the Securities Administration 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
        more
        than 18 months longer 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) is covered by a Primary Mortgage Insurance
        Policy
        if the Deleted Mortgage Loan was so covered, (xviii) 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
        (xix) 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.

       


      
        
          
          

        

        
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      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 sum of the 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.

       

      Related
        Senior Priority:
        With
        respect to each of the 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 Securities Administrator, the Credit Risk
        Manager, the 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.

       


      
        
          
          

        

        
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      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.

       

      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, the Class B1 Certificates and the Class B2 Certificates
        has been reduced to zero, the Required Reserve Fund Deposit shall be
        zero.

       


      
        
          
          

        

        
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      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)
        or
        Securities Administrator, 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).

       

      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.

       


      
        
          
          

        

        
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      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.

       

      Securities
        Administration Account:
        A
        separate account established pursuant to Section 4.05.

       

      Securities
        Administrator:
        Wells
        Fargo Bank, N.A., not in its individual capacity but solely as Securities
        Administrator, or any successor in interest, or if any successor Securities
        Administrator shall be appointed as herein provided, then such successor
        Securities Administrator.

       

      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.

       

      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.

       


      
        
          
          

        

        
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      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) 56.50% 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, Option One, JPMorgan and Wells Fargo Bank, N.A., or 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.

       

      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 Bulk
        PMI
        Policy premiums and fire and hazard insurance coverage and (e) any losses
        sustained by such Servicer with respect to the liquidation of the Mortgaged
        Property.

       


      
        
          
          

        

        
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      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, the Master
        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,
        the
        Custodian, the Master Servicer, the Paying Agent and the Securities
        Administrator, 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.

       

      Servicing
        Transfer Date:
        The
        date or dates on which any transfer of servicing from Option One to Wells
        Fargo
        is effective.

       

      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.

       

      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.

       


      
        
          
          

        

        
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      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 43.50%.

       

      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
        Securities Administrator, the Master Servicer, the 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 Pool 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.

       

      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.

       


      
        
          
          

        

        
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      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 Collateral 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 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 investment 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 an 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.

       

      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, (ii) two, and (iii) the quotient of (a) the actual number of
        days
        in the Accrual Period for the LIBOR Certificates and (b) 30, as calculated
        by
        the Swap Counterparty and furnished to the Securities
        Administrator.

       


      
        
          
          

        

        
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      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(a).

       

      Swap
        Replacement Receipts Account:
        As
        defined in Section 5.09(a).

       

      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 and the Securities Administrator.

       

      Swap
        Termination Receipts:
        As
        defined in Section 5.09(a).

       

      Swap
        Termination Receipts Account:
        As
        defined in Section 5.09(a).

       

      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 $14,656,930.84
        (or approximately 1.50% of the Cut-off Date Balance). For any Distribution
        Date
        on or after the Stepdown Date and provided a Trigger Event is not in effect,
        an
        amount equal to the greater of (i) the lesser of (a) $14,656,930.84 (or
        approximately 1.50% of the Cut-off Date Balance) and (b) 3.00% 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 Securities Administrator 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 and the Interest Rate Cap Agreement, as
        applicable.

       

      Termination
        Price:
        As
        defined in Section 7.01.

       


      
        
          
          

        

        
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      Threshold
        Calculation:
        For
        each PMI Insurer and each Distribution Date, the percentage obtained by dividing
        (a) the aggregate of the maximum amount payable for each Mortgage Loan covered
        under the related Bulk PMI Policy as of the last day of the related Collection
        Period by (b) the aggregate Class Principal Amount of the Certificates as
        of the
        last day of the related Collection Period.

       

      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
        Agreement:
        As
        defined in the Mortgage Loan Sale and Assignment Agreement.

       

      Transferor:
        BNC
        Mortgage, Inc.

       

      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 BNC Mortgage Loan Trust 2007-1 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 Securities Administration Account, the Certificate Account,
        any
        Custodial Account and any Escrow Account, the Swap Termination Receipts Account,
        the Swap Replacement Receipts Account, the Cap Termination Receipts Account,
        the
        Cap Replacement Receipts 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:
        A fixed
        annual fee of $3,750, which is paid first,
        by the
        Securities Administrator pursuant to Section 6.12, second,
        to the
        extent not paid under first,
        from
        income and earnings on the amounts on deposit in the Securities Administration
        Account as provided in Section 4.05(f) and third,
        to
        the
        extent not paid under first
        or
second,
        from
        income and earnings on the amounts on deposit in the Certificate Account
        as
        provided in Section 4.04(c).

       

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

       

      Underwriter:
        Lehman
        Brothers Inc. 

       


      
        
          
          

        

        
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      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.

       

      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 Pool Balance 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 Securities Administrator
        as
        supplied to the Securities Administrator by the Master Servicer, the Swap
        Counterparty or the Cap Counterparty. The Securities Administrator shall
        not be
        required to recompute, verify or recalculate the information supplied to
        it by
        the Master Servicer, any Servicer, the Swap Counterparty, the Cap 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, if any, on the Class X Certificates and on any Lower Tier Interest
        shall be calculated based upon a 360-day year consisting of twelve 30-day
        months, and each Accrual Period shall be deemed to have 30 days.

       


      
        
          
          

        

        
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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, the
        Securities Administration Account and all amounts from time to time credited
        to
        and the proceeds of the Securities Administration 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 MGIC Letter Agreement and the PMI
        Letter Agreement shall be delivered to the Trustee on behalf of the Trust
        Fund.
        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 MGIC Letter Agreement and the PMI Letter Agreement for the benefit of
        the
        Certificateholders. The Seller, the Master Servicer, the Securities
        Administrator, the Depositor, the Servicers and the Certificateholders (by
        their
        acceptance of such Certificates) acknowledge and agree that the Trustee is
        executing and delivering the MGIC Letter Agreement and the PMI Letter Agreement
        solely in its capacity as Trustee of the Trust Fund, and not in its individual
        capacity.

       


      
        
          
          

        

        
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      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
        Securities Administrator, 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 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 other than as provided in Section
        5.09(a) and (b), respectively.

       

      Concurrently
        with the execution and delivery of this Agreement, the Depositor does hereby
        assign to the Trustee all of its rights and interest under the Mortgage Loan
        Sale Agreement, including all rights of the Seller under the Servicing
        Agreement, 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 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:

       


      
        
          
          

        

        
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      (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 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
        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;

       

      (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 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 BNC Mortgage Loan Trust
        2007-1,” 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 originator, 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;

       


      
        
          
          

        

        
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      (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)
         if
        applicable, the original Primary Mortgage Insurance Policy or certificate
        or, an
        electronic certification evidencing the existence of the Primary Mortgage
        Insurance Policy or certificate, if private mortgage guaranty insurance is
        required;

       

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

       

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

       

      (xi)
         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 such Servicer in each public recording office where
        the
        related Mortgages are recorded each Assignment of Mortgage referred to in
        subsection (b)(v) above with respect to each Non-MERS Mortgage Loan.


       


      
        
          
          

        

        
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      (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 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 Custodian on behalf of the Trustee,
        as promptly as practicable after the execution and delivery hereof, but in
        any
        case within 180 days of the Closing Date.

       

      (e) For
        Mortgage Loans (if any) that have been prepaid in full after the Cut-off
        Date
        and prior to the Closing Date, the Depositor, in lieu of delivering the above
        documents, herewith delivers to any NIMS Insurer and the Trustee, or to the
        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 Custodian on behalf of the Trustee shall
        be held
        by the Master Servicer or the applicable Servicer in trust for the benefit
        of
        the Trustee and the Certificateholders.

       

      
        	
                Section
                  2.02

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

              


      

       

      (a) The
        Trustee, by execution and delivery hereof, acknowledges receipt by it or
        by the
        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 Custodian on behalf of the Trustee, under this Section 2.02. The
        Trustee, or the 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 Agreement as Exhibit B-1, as
        applicable).

       

      (b) Within
        45
        days after the Closing Date, the Trustee or the Custodian 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 Custodian 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 Custodian shall have any responsibility
        for
        verifying the genuineness or the legal effectiveness of or authority for
        any
        signatures of or on behalf of any party or endorser.

       


      
        
          
          

        

        
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      (c) If
        in the
        course of the review described in paragraph (b) above the Trustee or the
        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 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 Custodian to give the notice contemplated
        herein within 45 days after the Closing Date shall not affect or relieve
        the
        Depositor of its obligation to repurchase any Mortgage Loan pursuant to this
        Section 2.02 or any other Section of this Agreement requiring the repurchase
        of
        Mortgage Loans from the Trust Fund.

       

      (d) Within
        180 days following the Closing Date, the Trustee, or the Custodian, 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 Agreement as Exhibit B-3, as applicable)
        evidencing the completeness of the Mortgage Files in its possession or control,
        with any exceptions noted thereto.

       

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

       


      
        
          
          

        

        
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      (f) Each
        of
        the parties hereto acknowledges that the Custodian shall perform the applicable
        review of the Mortgage Loans and respective certifications thereof as provided
        in this Section 2.02 and the Custodial Agreement. The Trustee, solely in
        its
        capacity as Trustee hereunder, is hereby authorized and directed by the
        Depositor to appoint the Custodian and to execute and deliver the Custodial
        Agreement.

       

      (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 and the Bulk PMI Policies. 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, the Bulk
        PMI
        Policies and each Servicing Agreement to which the Trustee is a
        party.

       

      
        	
                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, the Securities Administrator 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 Securities
        Administrator, 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;

       


      
        
          
          

        

        
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      (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.

       

      (b) [Reserved]

       

      
        	
                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 the Servicers 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, the Securities Administrator or the Trustee of a breach of any
        of such
        representations and warranties that adversely and materially affects the
        value
        of the related Mortgage Loan, the party discovering such breach shall give
        prompt written notice to the other parties. Within 90 days of the discovery
        of a
        breach of any representation or warranty given to the Trustee by the Depositor
        or the Seller, the Depositor 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 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. 

       


      
        
          
          

        

        
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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,
        the
        principal portion of the funds (including the FPD Purchase Price (excluding
        any
        FPD 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 or FPD Purchase Price (excluding
        any FPD 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 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 Securities
        Administrator, 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 Securities
        Administrator, 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.

       

      (b) With
        respect to each Qualifying Substitute Mortgage Loan to be delivered to the
        Trustee (or the Custodian) pursuant to the terms of this Article II in exchange
        for a Deleted Mortgage Loan: (i) the Depositor or the Seller, as applicable,
        must deliver to the Trustee (or the 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).

       


      
        
          
          

        

        
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      (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 and all proceeds
        of
        any and all property constituting the Trust Fund and the Supplemental Interest
        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.

       

      (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 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.

       


      
        
          
          

        

        
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      (c) The
        Class
        B1 and Class B2 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.

       

      (d) The
        Class
        B1 and Class B2 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
        B1 and Class B2 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.

       


      
        
          
          

        

        
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      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.

       

      (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.

       


      
        
          
          

        

        
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      (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.

       

      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 an affiliate (as defined
        in
        Rule 405 under the Securities Act) of the Depositor 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 Securities Administrator, 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 Securities Administrator,
        the Master Servicer, any NIMS Insurer or the Depositor.

       


      
        
          
          

        

        
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      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.

       

      (ii)
        No
        transfer of an ERISA-Restricted Trust Certificate shall be made prior to
        the
        termination of the Swap Agreement and the Interest Rate Cap Agreement, 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 Prohibited Transaction
        Class
        Exemption (“PTCE”) 84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60 or PTCE 96-23.
        Notwithstanding anything else to the contrary herein, prior to the termination
        of the Swap Agreement and the Interest Rate Cap Agreement, 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 and
        the
        Interest Rate Cap Agreement, 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, the
        Securities Administrator, 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.

       


      
        
          
          

        

        
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      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.

       

      (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, the Securities Administrator, 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.

       


      
        
          
          

        

        
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      If
        any
        purported transferee shall become a registered Holder of a Residual Certificate
        in violation of the provisions of this Section 3.03(f), then upon receipt
        of
        written notice to the Trustee or 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).

       

      (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 B1 or Class B2 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 B1 or Class B2 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.

       


      
        
          
          

        

        
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      (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.

       


      
        
          
          

        

        
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      (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(h)(C).

       

      
        	
                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.

       


      
        
          
          

        

        
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                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 Securities Administrator,
        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 none of the Depositor, the Master Servicer, the
        Trustee, the Securities Administrator, the Certificate Registrar, any NIMS
        Insurer or 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.

       

      
        	
                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. As
        of the
        Closing Date, the Trustee shall be the Paying Agent.

       


      
        
          
          

        

        
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      (b) Any
        Paying Agent shall comply with its reporting obligations under Regulation
        AB
        with respect to the Trust Fund in form and substance similar to those of
        the
        Trustee pursuant to Section 6.20, and 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; provided
        that if the Trustee is the Paying Agent, any reporting obligations under
        Regulation AB specific to the Paying Agent shall be undertaken by the
        Trustee in the course of its own reporting and not separately. For so long
        as
        the Depositor is subject to Exchange Act reporting requirements with respect
        to
        the Trust, the Paying Agent shall give prior written notice to the Sponsor,
        the
        Master Servicer, the Securities Administrator 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 shall notify the
        Sponsor, the Master Servicer, the Securities Administrator 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 Securities Administrator.

       

      (c) Any
        Paying Agent agrees to indemnify the Depositor, the Securities Administrator
        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(e)(iv) 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;

       


      
        
          
          

        

        
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      (ii)
         the
        Depositor, the Master Servicer, the Securities Administrator, 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 BNC Mortgage Loan Trust 2007-1 Mortgage Pass-Through Certificates, Series
        2007-1.” 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 and the Securities Administrator
        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 Securities Administrator for deposit into the Securities
        Administration 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 Securities Administrator for deposit into the
        Securities Administration Account.

       

      (d) The
        Master Servicer shall deposit or cause to be deposited into the Collection
        Account, no later than the second Business Day following the Closing Date,
        any
        amounts 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):

       


      
        
          
          

        

        
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      (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 and the PMI Insurance Premiums,
        if any, 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 or any Servicer 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 

       

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

       

      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 Securities Administrator,
        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 BNC Mortgage Loan Trust 2007-1 Mortgage Pass-Through
        Certificates, Series 2007-1. 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. 

       


      
        
          
          

        

        
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                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
        such Servicer’s right thereto shall be prior to the rights of the
        Certificateholders;

       

      (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;

       


      
        
          
          

        

        
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      (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 and any FPD Premium (in the case of
        a
        First Payment Default Mortgage Loan));

       

      (viii)
         if
        applicable, to pay the PMI Insurance Premium with respect to each Bulk PMI
        Policy;

       

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

       

      (x)
         to
        make
        payments to the Securities Administrator for deposit into the Securities
        Administration Account in the amounts and in the manner provided
        herein;

       

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

       

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

       

      (xiii)
         to
        clear
        and terminate the Collection Account pursuant to Section 7.02;

       

      (xiv)
         to
        reimburse the Trustee, the Securities Administrator, 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 Securities Administrator 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, the Trustee or the Securities Administrator or other successor
        master
        servicer thereto shall be prior to the rights of the Certificateholders;
        and

       


      
        
          
          

        

        
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      (xv)
         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 Securities Administrator any amounts required to be so remitted
        to
        the Securities Administrator pursuant to sub-clause (x) by such date, the
        Master
        Servicer shall pay the Securities Administrator, 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 to but not including the related Deposit Date. The
        Master Servicer shall only be required to pay the Securities Administrator
        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).

       

      
        	
                Section
                  4.03

              	
                Reports
                  to Certificateholders. 

              


      

       

      (a) On
        each
        Distribution Date, the Securities Administrator shall have prepared (based
        solely on information provided by the Master Servicer, the Cap Counterparty
        and
        the Swap Counterparty) and shall make available to the Trustee, 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;

       


      
        
          
          

        

        
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      (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 as of the end of the
        month
        immediately preceding the month in which the Distribution Date occurs by
        or on
        behalf of the Servicers (or the Master Servicer) with respect to such
        Distribution Date, (B) the aggregate amount of such Advances actually made,
        and (C) the amount, if any, by which (A) above exceeds (B)
        above;

       

      (v)
         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 and PMI Insurance
        Premiums paid during the Collection Period to which such distribution
        relates;

       

      (x)
         by
        Mortgage Pool and in the aggregate, the number and aggregate outstanding
        principal balance of Mortgage Loans, as reported to the Securities Administrator
        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;

       


      
        
          
          

        

        
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      (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, Deferred Amounts and Unpaid Basis Risk Shortfalls,
        if
        any, for each Class of Certificates, after giving effect to the distributions
        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
        Overcollateralization Amount after giving effect to the distributions made
        is
        such Distribution Date;

       

      (xix)
         the
        level
        of LIBOR and the Certificate Interest Rate of the LIBOR Certificates for
        such
        Distribution Date; 

       

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

       

      (xxii)
         whether
        a
        Trigger Event is in effect for such Distribution Date; and

       

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

       

      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
        Securities Administrator shall have received any such information from the
        Depositor, the Sponsor, the Trustee, the Master Servicer, the Servicers,
        the
        Custodian, the Swap Counterparty, the Cap Counterparty or any Subservicer
        or
        Subcontractor therefor, as applicable, no later than four Business Days prior
        to
        the Distribution Date.

       


      
        
          
          

        

        
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      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), (xix), (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
        Securities Administrator 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 the Trustee,
        any
        NIMS Insurer, Certificateholders and the Rating Agencies via the Securities
        Administrator’s internet website. The Securities Administrator’s internet
        website shall initially be located at “www.ctslink.com.”
        Assistance in using the website can be obtained by calling the Securities
        Administrator’s customer service desk at 1-301-815-6600. Such parties that are
        unable to use the website are entitled to have a paper copy mailed to them
        via
        first class mail by calling the customer service desk and indicating such.
        The
        Securities Administrator 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 Securities Administrator 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
        Securities Administrator based solely on Mortgage Loan data provided to the
        Securities Administrator 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 Securities Administrator
        by the
        Swap Counterparty and the Cap Counterparty. In preparing or furnishing the
        foregoing information to the Trustee, Certificateholders and any NIMS Insurer,
        the Securities Administrator 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 Securities Administrator 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
        Securities Administrator by the Swap Counterparty and (iii) regarding the
        Interest Rate Cap Agreement, that has been provided to the Securities
        Administrator by the Cap Counterparty, and the Securities Administrator 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 Securities Administrator 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 Trustee and the Paying Agent
        (if other than the Trustee) by the Securities Administrator 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
        Securities Administrator, 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 Securities
        Administrator, the Securities Administrator 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
        Securities Administrator 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 Securities Administrator shall provide
        the Trustee with such information as is necessary for the Trustee to prepare
        such reports (and the Trustee may rely solely upon such
        information).

       

      (d) The
        Securities Administrator 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
        Securities Administrator, to the extent reasonably available, such information
        as is necessary for the Securities Administrator to prepare such reports
        (and
        the Securities Administrator 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.

       


      
        
          
          

        

        
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                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 BNC Mortgage
        Loan Trust 2007-1 Mortgage Pass-Through Certificates, Series 2007-1” 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
        Securities Administrator 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);

       

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

       

      (iii)
         to
        make
        payments to itself and others pursuant to any provision of this Agreement;
        

       

      (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 at the direction of
        the
        Master Servicer 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 its individual
        capacity, 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 the Trustee, in payment
        of
        its Trustee Fee to the extent not paid by the Securities Administrator when
        due,
        (2) to the Custodian in payment of its Custodial Compensation to the extent
        not
        paid by the Securities Administrator when due and (3) to the Master Servicer,
        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 Master Servicer from time to time. The amount
        of
        any losses incurred in respect of any such investments shall be paid by the
        Master Servicer for deposit in the Certificate Account out of its own funds,
        without any right of reimbursement therefor, immediately as realized. Absent
        receipt of written investment instructions from the Master Servicer by the
        Trustee, funds in the Certificate Account shall remain uninvested.

       


      
        
          
          

        

        
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                Section
                  4.05

              	
                Securities
                  Administration Account.

              


      

       

      (a) On
        the
        Closing Date, the Securities Administrator shall open and shall thereafter
        maintain an account to be held in trust (the “Securities Administration
        Account”), entitled “Wells Fargo Bank, N.A., as Securities Administrator, in
        trust for the benefit of the Holders of BNC Mortgage Loan Trust 2007-1 Mortgage
        Pass-Through Certificates, Series 2007-1.” The Securities Administration Account
        shall relate solely to the Certificates issued by the Trust Fund hereunder,
        and
        funds in such Securities Administration Account shall not be commingled with
        any
        other monies.

       

      (b) The
        Securities Administration Account shall be an Eligible Account. If an existing
        Securities Administration Account ceases to be an Eligible Account, the
        Securities Administrator shall establish a new Securities Administration
        Account
        that is an Eligible Account within 10 Business Days of notice thereof to
        the
        Securities Administrator, and shall transfer all funds on deposit in such
        existing Securities Administration Account into such new Securities
        Administration Account.

       

      (c) The
        Securities Administrator shall make withdrawals from the Securities
        Administration Account only for the following purposes:

       

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

       

      (ii)
         to
        make
        payments of any investment income or earnings on the Securities Administration
        Account to (A) the Trustee to pay the Trustee Fee, if due, (B) the Custodian
        to
        pay the Custodial Compensation, if due and (C) then any remaining amounts
        of
        investment income or earnings to itself;

       

      (iii)
         to
        reimburse itself for any amounts reimbursable under the terms of this
        Agreement;

       

      (iv)
         to
        make
        payments to the Trustee for deposit into the Certificate Account pursuant
        to
        Section 4.04; and

       


      
        
          
          

        

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

       

      (d) The
        Securities Administrator shall give to the Trustee prior written notice of
        the
        name and address of the depository institution at which the Securities
        Administration Account is maintained and the account number of such Securities
        Administration Account. On each Deposit Date, the entire amount on deposit
        in
        the Securities Administration Account (less any amounts withdrawn pursuant
        to
        Section 4.05(c)(i) and (ii)), shall be remitted to the Trustee for deposit
        into
        the Certificate Account by wire transfer in immediately available funds.
        The
        Securities Administrator, at its option, may choose to make daily remittances
        from the Securities Administration Account to the Trustee for deposit into
        the
        Certificate Account.

       

      (e) The
        Securities Administrator shall cause to be deposited into the Securities
        Administration Account on the Master Servicer Remittance Date, any monies
        remitted by the Master Servicer to the Securities Administrator on such date
        pursuant to the terms of this Agreement.

       

      (f) The
        Securities Administrator may invest, or cause to be invested, funds held
        in the
        Securities Administration Account, which funds, if invested, shall be invested
        in Eligible Investments (which may be obligations of the Securities
        Administrator or its Affiliate). All such investments must be payable on
        demand
        or mature no later than the next Deposit 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 the Trustee, in payment of its Trustee Fee, to the extent
        not paid when due in accordance with Section 6.12, (2) to the Custodian, in
        payment of its Custodial Compensation, to the extent not paid when due in
        accordance with Section 6.12 and (3) to the Securities Administrator, any
        income
        and gain remaining. The Securities Administrator shall pay to the Trustee
        the
        Trustee Fee and the Custodian its Custodial Compensation on behalf of the
        Trust
        Fund and all income and gain realized from any such investments shall be
        subject
        to its withdrawal on order from time to time. The amount of any losses incurred
        in respect of any such investments shall be paid by the Securities Administrator
        for deposit in the Securities Administration Account out of its own funds,
        without any right of reimbursement therefor, immediately as
        realized.

       

      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 Securities
        Administrator 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.

       


      
        
          
          

        

        
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      (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. 

       

      (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 shall make payments to Certificateholders and to the Swap Counterparty
        and any other person pursuant to this Article V and make deposits to the
        Supplemental Interest Trust based solely on the information set forth in
        the
        monthly report furnished by the Securities Administrator 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 (j) through (l)
        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 subsection 5.02(b)(i) above and subsection
        5.02(c)(i) below) for such Distribution Date;

       

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

       

      (iv)
         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 (iii) 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;

       

      (iii)
         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 

       


      
        
          
          

        

        
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      (iv)
         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 (iii) 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)(iv) and 5.02(c)(iv)
        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)(iii)
        and 5.02(c)(iii) 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.

       

      (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;

       


      
        
          
          

        

        
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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) 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);

       

      (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;

       

      (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);

       

      (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.

       


      
        
          
          

        

        
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      (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 aggregate Class Principal Amount of the Group 1 Senior
        Certificates and 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).

       

      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.

       

      (iii)
         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)(iii)(A) above, and to the
        extent not paid previously or from the Interest Remittance Amounts from both
        Mortgage Pools 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);

       


      
        
          
          

        

        
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      (C) (1)
        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;

       

      (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;

       


      
        
          
          

        

        
          101

          
            

          

        

        
          
          

        

      


      (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;

       

      (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 and 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;

       


      
        
          
          

        

        
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      (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. 

       

      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:

       

      (i)
         for
        each
        Distribution Date occurring (a) before the Stepdown Date or (b) on or after
        the Stepdown Date and 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:

       


      
        
          
          

        

        
          103

          
            

          

        

        
          
          

        

      


      (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)(iii)(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 Class Principal Amount, 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;
        

       

      (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; 

       


      
        
          
          

        

        
          104

          
            

          

        

        
          
          

        

      


      (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:

       

      (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 March 2010 (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

       


      
        
          
          

        

        
          105

          
            

          

        

        
          
          

        

      


      (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 unpaid 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; 

       

      (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), Section 5.02(h)(iii)
        and
        Section 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 Section 5.02(h)(iii) and Section
        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), Section 5.02(h)(iii)
        and
        Section 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 Section 5.02(h)(iii) and Section
        5.02(h)(iv);

       


      
        
          
          

        

        
          106

          
            

          

        

        
          
          

        

      


      (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 in 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(a) (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:

       

      (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 Section 5.02(f)(i) and Section
        5.02(f)(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), Section 5.02(g)(v)
        and Section 5.02(g)(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 Section 5.02(g)(v) and Section
        5.02(g)(vi);

       


      
        
          
          

        

        
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      (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), Section 5.02(g)(v)
        and
        Section 5.02(g)(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 Section
        5.02(g)(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.

       

      (j) 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 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.

       

      (k) 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(a); and
        fourth,
        any
        remaining amount of Swap Amount, to the LTURI-holder.

       


      
        
          
          

        

        
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      (l) 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. 

       

      (m) On
        each
        Distribution Date, an amount equal to the aggregate 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;

       

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

       


      
        
          
          

        

        
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      (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 Securities Administrator.
                  

              


      

       

      (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 Securities Administrator from its own funds (or funds advanced
        by the applicable Servicer) for deposit in the Securities Administration
        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 Securities
        Administrator for deposit in the Securities Administration 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 Securities Administrator
        for deposit in the Securities Administration 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 Securities Administrator, 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
        Securities Administrator 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 Securities Administrator 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.

       


      
        
          
          

        

        
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                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 prepared by the Securities Administrator.
        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 and the Swap Counterparty. 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.
        After
        payment in full to the Swap Counterparty of any Net Swap Payments or Swap
        Termination Payments owed to it pursuant to the Swap Agreement, any funds
        remaining in such fund upon termination of the Swap Account shall be released
        to
        Holders of the Class X Certificates pursuant to Sections 5.02(g)(xi) and
        5.02(g)(xii).

       


      
        
          
          

        

        
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      (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 (j), any Swap Termination Payment
        required pursuant to Sections 5.02(b), (c), (e) and (j), 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(k), as applicable,
        or
        Swap Termination Payment required pursuant to Section 5.02(g)(ii), Section
        5.02(g)(x) or Section 5.02(k), 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 and shall
        distribute from the Interest Rate Cap Account any Interest Rate Cap Amount
        pursuant to Section 5.02(h) or Section 5.02(l), as applicable.

       

      (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(k), 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(k), as applicable, on the following Distribution Date.

       


      
        
          
          

        

        
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      (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(l), 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(l), as applicable, on the following
        Distribution Date.

       

      (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.
        Any interest earnings on such amounts shall be remitted to the Cap Counterparty
        and/or Swap Counterparty, as applicable, pursuant to the terms of the Credit
        Support Annex. For federal income tax purposes, the Swap Counterparty shall
        be
        considered the owner of funds deposited in the Collateral Account on account
        of
        the Swap Agreement, and the Cap Counterparty shall be considered the owner
        of
        the funds deposited in the Collateral Account on account of the Interest
        Rate
        Cap Agreement, and each shall direct the Trustee, in writing, as to investment
        of the applicable amounts on deposit therein. 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(k), 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(l), 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 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.

       


      
        
          
          

        

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

       

      (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. Neither the Securities Administrator nor the
        Trustee shall 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, respectively (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 Securities
        Administrator or the Trustee, on behalf of the Supplemental Interest Trust,
        shall (upon a Responsible Officer of the Securities Administrator or the
        Trustee
        receiving written notice or obtaining actual knowledge of the occurrence
        thereof), as soon as practicable following such written notice or obtaining
        knowledge, notify the Swap Counterparty or Cap Counterparty, as applicable,
        and
        give any notice of such failure and make any demand for payment pursuant
        to the
        Swap Agreement or Interest Rate Cap Agreement, as applicable. In the event
        that
        the Swap Counterparty’s obligations under the Swap Agreement or 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
        Securities Administrator or the Trustee, on behalf of the Supplemental Interest
        Trust, shall (upon a Responsible Officer of the Trustee receiving written
        notice
        or obtaining actual knowledge of the occurrence thereof), as soon as practicable
        following such written notice or obtaining knowledge, demand that such guarantor
        make any and all payments then required to be made by the applicable
        guarantor.

       


      
        
          
          

        

        
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                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 (j), and any Swap
        Termination Payment required pursuant to Sections 5.02(b), (c), (e) and (j),
        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(k), as applicable, or Swap Termination Payment
        required pursuant to Sections 5.02(g)(ii), Section 5.02(g)(x), or Section
        5.02(k), 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.

       

      
        	
                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 Swap Account
        and paid pursuant to Section 5.02(g)(ix), Section 5.02(j) or Section 5.02(k),
        as
        applicable (“Swap 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.
        

       


      
        
          
          

        

        
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      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.

       

      (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(l) (“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 and the Cap Replacement Receipt
        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 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 Cap Termination
        Receipts Account or the Cap Replacement Receipt 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 prepare the replacement Interest Rate Cap
        Agreement(s) and the Trustee shall promptly, with the assistance and cooperation
        of the Depositor, use the funds on deposit in the Cap Termination Receipts
        Account, if needed, 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. 

       

      ARTICLE
        VI

       

      CONCERNING
        THE TRUSTEE AND THE SECURITIES ADMINISTRATOR; EVENTS OF DEFAULT

       

      
        	
                Section
                  6.01

              	
                Duties
                  of Trustee and Securities Administrator.


              


      

       

      (a) The
        Trustee, except during the continuance of an Event of Default of which a
        Responsible Officer of the Trustee shall have actual knowledge, and the
        Securities Administrator, undertake to perform such duties and only such
        duties
        as are specifically set forth in this Agreement. Any permissive right of
        the
        Trustee or the Securities Administrator provided for in this Agreement shall
        not
        be construed as a duty of the Trustee or the Securities Administrator. 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) or the Securities Administrator 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, with respect
        to the Securities Administrator, the Securities Administrator is acting as
        Master Servicer, in which case it shall use the same degree of care and skill
        as
        the Master Servicer hereunder.

       


      
        
          
          

        

        
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      (b) Each
        of
        the Trustee and the Securities Administrator, upon receipt of all resolutions,
        certificates, statements, opinions, reports, documents, orders or other
        instruments furnished to the Trustee or the Securities Administrator, as
        applicable, 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
        neither the Trustee nor the Securities Administrator shall 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 or the Securities Administrator pursuant to this
        Agreement, and shall not be required to recalculate or verify any numerical
        information furnished to the Trustee or the Securities Administrator 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 or Securities Administrator, as
        applicable, 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 or Securities Administrator’s,
        as applicable, satisfaction, the Trustee or Securities Administrator, as
        applicable, will provide notice thereof to the Certificateholders and any
        NIMS
        Insurer and will, at the expense of the Trust Fund, which expense shall be
        reasonable given the scope and nature of the required action, take such further
        action as directed by the Certificateholders and any NIMS Insurer.

       

      (c) Neither
        the Trustee nor the Securities Administrator shall 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 or the Securities Administrator from liability for its own negligent
        action, its own negligent failure to act or its own willful misconduct;
provided,
        however,
        that:

       

      (i)
         Neither
        the Trustee nor the Securities Administrator shall 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 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;

       


      
        
          
          

        

        
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      (iii)
         For
        all
        purposes under this Agreement, the Securities Administrator 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 Securities Administrator
        when
        required to do so) unless a Responsible Officer of the Securities Administrator
        has actual knowledge thereof or unless written notice of any event which
        is in
        fact such a default is received by the Securities Administrator at the address
        provided in Section 11.07, and such notice references the Holders of the
        Certificates and this Agreement;

       

      (iv)
         No
        provision of this Agreement shall require the Trustee or the Securities
        Administrator 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 or the
        Securities Administrator to perform, or be responsible for the manner of
        performance of, any of the obligations of the Master Servicer under this
        Agreement;

       

      (v)
         Neither
        the Trustee nor the Securities Administrator shall be responsible for any
        act or
        omission of the Master Servicer, any Servicer, the Credit Risk Manager, the
        Depositor, the Seller, the Custodian, the Swap Counterparty or the Cap
        Counterparty and neither the Securities Administrator nor the Trustee shall
        be
        responsible for any act or omission of the other.

       

      (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.

       

      (e) Neither
        the Trustee nor the Securities Administrator shall 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 the
        Securities Administrator or exercising any trust or power conferred upon
        the
        Trustee or the Securities Administrator, as applicable, under this
        Agreement.

       

      (f) Neither
        the Trustee nor the Securities Administrator shall 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 or the Securities Administrator, as
        applicable, 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 Securities
        Administrator shall be the successor to, and be vested with the rights, duties,
        powers and privileges of, the Master Servicer in accordance with the terms
        of
        this Agreement.

       


      
        
          
          

        

        
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      (g) The
        Trustee shall not be held liable by reason of any insufficiency in 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 and, except as otherwise provided herein, the Securities
        Administrator 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 or the Supplemental Interest Trust other than from
        funds
        available in the Collection Account, the Securities Administration Account
        or
        the Certificate Account, as applicable. Except as otherwise provided herein,
        neither the Trustee nor the Securities Administrator shall 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 or the Securities Administrator
        pursuant to this Agreement believed by the Trustee or the Securities
        Administrator, as applicable, to be genuine and to have been signed or presented
        by the proper party or parties.

       

      (i) Neither
        the Securities Administrator nor the Trustee shall 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 or the Securities Administrator, as applicable,
        unless it shall be proved that the Trustee or the Securities Administrator,
        as
        applicable, was negligent in ascertaining the pertinent facts.

       

      (j) Notwithstanding
        anything in this Agreement to the contrary, none of the Securities
        Administrator, any Paying Agent or the Trustee 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 Securities Administrator,
        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, provided,
        however,
        that
        this Subsection 6.01(j) shall not apply in connection with any failure by
        the
        Securities Administrator to comply with the provisions of Subsections 6.01(l)
        hereof and Subsections 9.25(a) and (b) hereof.

       


      
        
          
          

        

        
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      (k) Neither
        the Securities Administrator nor the Trustee shall be responsible for the
        acts
        or omissions of the other, it being understood that this Agreement shall
        not be
        construed to render them agents of one another, or of the Master Servicer
        or any
        Servicer.

       

      (l) For
        so
        long as the Depositor is subject to Exchange Act reporting requirements for
        the
        BNC Mortgage Loan Trust 2007-1 transaction, the Securities Administrator
        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 Securities Administrator,
        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 and the Securities Administrator.
                  

              


      

       

      Except
        as
        otherwise provided in Section 6.01:

       

      (a) Each
        of
        the Trustee and the Securities Administrator 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) Each
        of
        the Trustee and the Securities Administrator 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) Neither
        the Trustee nor the Securities Administrator shall 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, neither the Trustee
        nor
        the Securities Administrator shall 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 or the Securities
        Administrator, as applicable, 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 or the Securities Administrator, as applicable, not reasonably assured
        to the Trustee or the Securities Administrator by the security afforded to
        it by
        the terms of this Agreement, the Trustee or the Securities Administrator,
        as
        applicable, 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;

       


      
        
          
          

        

        
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      (e) Each
        of
        the Trustee and the Securities Administrator 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 and the Securities Administrator conferred on them by such appointment,
        provided that each of the Trustee and the Securities Administrator shall
        continue to be responsible for its duties and obligations hereunder to the
        extent provided herein, and provided further that neither the Trustee nor
        the
        Securities Administrator shall be responsible for any misconduct or negligence
        on the part of any such agent or attorney appointed with due care by the
        Trustee
        or the Securities Administrator, as applicable;

       

      (f) Neither
        the Trustee nor the Securities Administrator shall 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
        or the
        Securities Administrator, as applicable, reasonable security or indemnity
        against the costs, expenses and liabilities which may be incurred therein
        or
        thereby;

       

      (g) The
        right
        of the Trustee and the Securities Administrator to perform any discretionary
        act
        enumerated in this Agreement shall not be construed as a duty, and neither
        the
        Trustee nor the Securities Administrator shall be answerable for other than
        its
        negligence or willful misconduct in the performance of such act;
        and

       

      (h) Neither
        the Trustee nor the Securities Administrator shall be required to give any
        bond
        or surety in respect of the execution of the Trust Fund or Supplemental Interest
        Trust created hereby or the powers granted hereunder.

       

      
        	
                Section
                  6.03

              	
                Trustee
                  and Securities Administrator Not Liable for Certificates.
                  

              


      

       

      The
        Trustee and the Securities Administrator make no representations as to the
        validity or sufficiency of this Agreement, any Servicing Agreement, the
        Custodial Agreement, the Swap Agreement or the Interest Rate Cap 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 and the Securities Administrator
        represent 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 and the Securities Administrator 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, the Securities Administration
        Account, any Escrow Account or any other fund or account maintained with
        respect
        to the Certificates. The Trustee and the Securities Administrator shall not
        be
        responsible for the legality or validity of this Agreement, any Servicing
        Agreement, the Custodial Agreement, the Swap Agreement or the Interest Rate
        Cap
        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, and except
        as
        otherwise provided herein, the Securities Administrator shall have no
        responsibility for filing any financing or continuation statement in any
        public
        office at any time or to otherwise perfect or maintain the perfection of
        any
        security interest or lien granted to it hereunder or to record this
        Agreement.

       


      
        
          
          

        

        
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                Section
                  6.04

              	
                Trustee
                  and the Securities Administrator May Own Certificates.
                  

              


      

       

      The
        Trustee and the Securities Administrator and any Affiliate or agent of either
        of
        them 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, Securities Administrator or such agent.

       

      
        	
                Section
                  6.05

              	
                Eligibility
                  Requirements for Trustee and Securities Administrator.
                  

              


      

       

      The
        Trustee and the Securities Administrator 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 Securities Administrator). 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 Securities Administrator (i) may
        not be
        an originator of Mortgage Loans, the Master Servicer, a Servicer, the Depositor
        or an affiliate of the Depositor unless the Securities Administrator is in
        an
        institutional trust department of the Securities Administrator, (ii) must
        be
        authorized to exercise corporate trust powers under the laws of its jurisdiction
        of organization and (iii) must be rated at least “A/F1” by Fitch, if Fitch is a
        Rating Agency that has rated the Securities Administrator, or the equivalent
        rating by S&P or Moody’s. In case at any time the Trustee or the Securities
        Administrator shall cease to be eligible in accordance with provisions of
        this
        Section, the Trustee or the Securities Administrator, as applicable, shall
        resign immediately in the manner and with the effect specified in Section
        6.06.

       

      
        	
                Section
                  6.06

              	
                Resignation
                  and Removal of Trustee and the Securities Administrator.
                  

              


      

       

      (a) Each
        of
        the Trustee and the Securities Administrator may at any time resign and be
        discharged from the trust hereby created by giving written notice thereof
        to the
        Trustee or the Securities Administrator, as applicable, 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 or a successor securities administrator, as applicable,
        acceptable to any NIMS Insurer by written instrument, one copy of which
        instrument shall be delivered to the resigning Trustee and the resigning
        Securities Administrator, as applicable, one copy to the successor trustee
        or
        successor securities administrator, as applicable, and one copy to each of
        the
        Master Servicer and any NIMS Insurer. If no successor trustee or successor
        securities administrator shall have been so appointed and shall have accepted
        appointment within 30 days after the giving of such notice of resignation,
        the
        resigning Trustee or resigning Securities Administrator, as applicable, may
        petition any court of competent jurisdiction for the appointment of a successor
        trustee or successor securities administrator, as applicable.

       


      
        
          
          

        

        
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      (b) If
        at any
        time (i) the Trustee or the Securities Administrator 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
        or the Securities Administrator shall become incapable of acting, or shall
        be
        adjudged a bankrupt or insolvent, or a receiver of the Trustee or the Securities
        Administrator of its property shall be appointed, or any public officer shall
        take charge or control of the Trustee or the Securities Administrator or
        of
        either of their property or affairs for the purpose of rehabilitation,
        conservation or liquidation, (iii) the Securities Administrator shall fail
        to
        observe or perform in any material respect any of the covenants or agreements
        of
        the Securities Administrator contained in this Agreement, including (A) any
        failure to remit payment to the Trustee on the Deposit Date which failure
        continues unremedied for a period of one Business Day (unless such failure
        to
        remit payment is directly caused by a failure by the Master Servicer to remit
        payments to the Securities Administrator and the Trustee has not terminated
        the
        Master Servicer as a result of such failure to remit, in which case the
        Securities Administrator shall remit payment as promptly as possible, but
        in no
        case later than one Business Day after recovering payment from the Master
        Servicer) and (B) 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 or Securities Administrator 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 Securities Administrator with a successor Securities Administrator, then
        the
        Depositor, the Master Servicer, the Trustee (with regard to clause (iii)
        only)
        or any NIMS Insurer shall remove the Trustee, the Paying Agent or the Securities
        Administrator, as applicable, and the Depositor shall appoint a successor
        trustee or successor securities administrator, as applicable, acceptable
        to any
        NIMS Insurer and the Master Servicer by written instrument, one copy of which
        instrument shall be delivered to the Trustee or Securities Administrator
        so
        removed, one copy each to the successor trustee or successor securities
        administrator, as applicable, 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 or Securities Administrator, as applicable, to perform its
        obligations hereunder) may at any time upon 30 days’ written notice to the
        Trustee or the Securities Administrator, as applicable, and to the Depositor
        remove the Trustee or the Securities Administrator, as applicable, 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 or successor securities administrator, as applicable, in accordance
        with
        this Section mutually acceptable to the Depositor, the Master Servicer and
        any
        NIMS Insurer.

       


      
        
          
          

        

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

       

      
        	
                Section
                  6.07

              	
                Successor
                  Trustee and Successor Securities Administrator.
                  

              


      

       

      (a) Any
        successor trustee or successor securities administrator 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
        or predecessor securities administrator, as applicable, an instrument accepting
        such appointment hereunder, and thereupon the resignation or removal of the
        predecessor trustee or predecessor securities administrator, as applicable,
        shall become effective and such successor trustee or successor securities
        administrator, as applicable, 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
        or
        securities administrator, as applicable, herein. A predecessor trustee (or
        its
        custodian) shall deliver to the Trustee or any successor trustee (or assign
        to
        the Trustee its interest under the 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 or predecessor securities administrator,
        as
        applicable, 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 or successor securities administrator, as
        applicable, all such rights, powers, duties and obligations. 

       

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

       

      (c) Upon
        acceptance of appointment by a successor trustee or successor securities
        administrator, as applicable, as provided in this Section, the predecessor
        trustee or predecessor securities administrator, as applicable, shall mail
        notice of the succession of such trustee or securities administrator, as
        applicable, 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 or predecessor securities
        administrator, as applicable.

       


      
        
          
          

        

        
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      (d) Upon
        the
        resignation or removal of the Trustee pursuant to this Section 6.06, 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 or the Securities Administrator.
                  

              


      

       

      Any
        Person into which the Trustee or Securities Administrator may be merged or
        with
        which it may be consolidated, or any Person resulting from any merger,
        conversion or consolidation to which the Trustee or Securities Administrator
        shall be a party, or any Persons succeeding to the corporate trust business
        of
        the Trustee or Securities Administrator, shall be the successor to the Trustee
        or Securities Administrator 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, in
        the case of the Trustee, 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 or the Securities
        Administrator under this Agreement by any Person (i) into which the Trustee
        or
        the Securities Administrator may be merged or consolidated, or (ii) which
        may be
        appointed as a successor to the Trustee or the Securities Administrator,
        the
        Trustee or the Securities Administrator 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
        Securities Administrator to accurately and timely report, pursuant to Section
        6.20, the event under Item 6.02 of Form 8-K pursuant to the Exchange Act
        (if
        such reports under the Exchange Act are required to be filed under the Exchange
        Act). 

       

      
        	
                Section
                  6.09

              	
                Appointment
                  of Co-Trustee, Separate Trustee or Custodian.
                  

              


      

       

      (a) Notwithstanding
        any other provisions hereof, at any time, the Trustee, the Depositor or the
        Certificateholders evidencing more than 50% of the Class Principal Amount
        (or
        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 Securities Administrator to make Advances
        pursuant to Section 5.04 and 6.14 hereof shall not be affected or assigned
        by
        the appointment of a co-trustee. 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
        Agreement, as applicable.

       


      
        
          
          

        

        
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      (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.

       

      (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.

       


      
        
          
          

        

        
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      (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.

       

      
        	
                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 and Securities Administrator.


              


      

       

      Each
        of
        the Trustee and the Securities Administrator and their respective directors,
        officers, employees and agents shall be entitled to indemnification from
        the
        Trust Fund for any loss, liability or expense incurred in connection with
        any
        legal proceeding or incurred without negligence or willful misconduct on
        their
        part (it being understood that the negligence or willful misconduct of any
        Custodian shall not constitute negligence or willful misconduct on the part
        of
        the Trustee or any of its directors, officers, employees or agents for such
        purpose) arising out of, or in connection with, the acceptance or administration
        of the trusts created hereunder or in connection with the performance of
        its
        duties hereunder or under the Swap Agreement, the Interest Rate Cap Agreement,
        the Mortgage Loan Sale Agreement, the Transfer Agreement, any Servicing
        Agreement, the MGIC Letter Agreement, the PMI Letter Agreement or the 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 or the Securities Administrator, as
        applicable, 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 or the Securities Administrator, as applicable, shall
        have knowledge thereof provided
        that the
        failure to provide such prompt written notice shall not affect the Trustee’s or
        Securities Administrator’s right to indemnification hereunder;

       

      (ii)
         while
        maintaining control over its own defense, the Trustee or the Securities
        Administrator, as applicable, 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 or the Securities
        Administrator, as applicable, 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 or the Securities Administrator,
        as applicable, and shall be construed to include, but not be limited to any
        loss, liability or expense under any environmental law.

       


      
        
          
          

        

        
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                Section
                  6.12

              	
                Fees
                  and Expenses of Securities Administrator, Trustee and Custodian.
                  

              


      

       

      The
        Trustee shall be entitled, annually, to the Trustee Fee, which shall be paid
        by
        the Securities Administrator on the first Distribution Date of each Anniversary
        Year. The Custodian shall be entitled to the Custodial Compensation provided
        for
        in the Custodial Agreement which shall be paid by the Securities Administrator
        as invoiced by the Custodian. The Securities Administrator shall be entitled
        to
        any investment income and earnings on the Securities Administration Account
        (other than any amounts required to be deducted in respect of the Trustee
        Fee
        and the Custodial Compensation as provided in Section 4.05(f)). The Trustee
        and
        the Securities Administrator shall be entitled to reimbursement of all
        reasonable expenses, disbursements and advances incurred or made by the
        Securities Administrator or Trustee, as applicable, 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
        such party 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 either the Trustee Fee
        or
        the Custodial Compensation is not fully paid from (i) the Securities
        Administrator’s own funds or (ii) investment income and earnings on amounts on
        deposit in the Securities Administration Account or the Certificate Account,
        as
        applicable, then prior to any distribution to Certificateholders pursuant
        to
        Section 5.02 hereof, the Trust Fund shall immediately reimburse the Trustee,
        or
        the 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 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.
        

       

      
        	
                Section
                  6.13

              	
                Collection
                  of Monies. 

              


      

       

      Except
        as
        otherwise expressly provided in this Agreement, the Securities Administrator
        and
        the Trustee, as applicable, 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 Securities Administrator and 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 Securities
        Administrator shall not have timely received amounts to be remitted with
        respect
        to the Mortgage Loans from the Master Servicer, the Securities Administrator
        shall request the Master Servicer to make such distribution as promptly as
        practicable or legally permitted. If the Trustee shall not have timely received
        amounts to be remitted with respect to the Mortgage Loans from the Securities
        Administrator, the Trustee shall request the Securities Administrator to
        make
        such distribution as promptly as practicable or legally permitted. If the
        Securities Administrator or the Trustee shall subsequently receive any such
        amounts, each may withdraw such request, respectively.

       


      
        
          
          

        

        
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                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 Securities Administrator
        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
        (xviii), (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 the Securities Administrator or to such Master Servicer, the
        Securities Administrator 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

       

      (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 the Securities Administrator, or to the Master Servicer,
        the
        Securities Administrator 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

       


      
        
          
          

        

        
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      (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 the Securities Administrator,
        or
        to the Master Servicer, the Securities Administrator and the Trustee by the
        Holders of more than 50% of the Aggregate Voting Interests of the Certificates
        or by any NIMS Insurer; or

       

      (x)
         A
        sale or
        pledge of any of the rights of the Master Servicer hereunder or an assignment
        of
        this Agreement by the Master Servicer or a delegation of the rights or duties
        of
        the Master Servicer hereunder shall have occurred in any manner not otherwise
        permitted hereunder and without the prior written consent of the Trustee,
        any
        NIMS Insurer and Certificateholders holding more than 50% of the 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, Securities Administrator or any NIMS
        Insurer, any failure of the Master Servicer to remit to the Securities
        Administrator any payment required to be made to the Securities Administrator
        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 (with a copy to the Securities Administrator) 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 (with a copy to the Securities
        Administrator), 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 Securities Administrator
        and
        upon receipt of written notice by the Securities Administrator from the Trustee
        pursuant to and under the terms of this Agreement; provided,
        however,
        the
        parties acknowledge that notwithstanding the preceding sentence there may
        be a
        transition period, not to exceed 90 days, in order to effect the transfer
        of the
        Master Servicing obligations to the Securities Administrator; provided,
        further,
        the
        obligation to make Advances by the Securities Administrator shall be effective
        upon the Trustee providing notice to the Securities Administrator of the
        termination of the Master Servicer pursuant to this Section 6.14. The Securities
        Administrator 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 and the Securities Administrator
        in effecting the termination of the defaulting Master Servicer’s
        responsibilities and rights hereunder as Master Servicer including, without
        limitation, notifying the Servicers of the assignment of the master servicing
        function and providing the Securities Administrator or its designee all
        documents and records in electronic or other form reasonably requested by
        it to
        enable the Securities Administrator or its designee to assume the defaulting
        Master Servicer’s functions hereunder and the transfer to the Securities
        Administrator 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 or Securities Administrator 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
        Securities Administrator and 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 Securities Administrator to correct
        any
        errors or insufficiencies in the master servicing data or otherwise to enable
        the Securities Administrator to master service the Mortgage Loans properly
        and
        effectively. If the terminated Master Servicer does not pay such reimbursement
        within thirty (30) days of its receipt of an invoice therefor, such
        reimbursement shall be an expense of the Trust Fund and the Securities
        Administrator and the Trustee, as applicable, 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 Fund for any such expense incurred by the Trust Fund; and provided,
        further, that the Securities Administrator 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.

       


      
        
          
          

        

        
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      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 Securities Administrator or the Trustee,
        upon
        a Responsible Officer of such party becoming aware of the occurrence thereof,
        shall promptly notify the Securities Administrator, the Trustee, any NIMS
        Insurer, the Swap Counterparty, the Cap Counterparty, and each Rating Agency
        of
        the nature and extent of such Event of Default. The Securities Administrator
        shall immediately give written notice to the Master Servicer and the Trustee
        upon the Master Servicer’s failure to remit funds to the Securities
        Administrator 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
        and within a period of time not to exceed 90 days after the Securities
        Administrator receives written notice from the Trustee pursuant to Section
        6.14(a) or Section 9.28, the Securities Administrator, 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 Securities Administrator
        or
        the Trustee hereunder. In addition, the Securities Administrator shall have
        no
        responsibility for any act or omission of the Master Servicer prior to the
        issuance of any notice of termination and within a period of time not to
        exceed
        90 days after the Securities Administrator receives written notice from the
        Trustee pursuant to Section 6.14(a) or Section 9.28, as applicable. The
        Securities Administrator shall have no liability relating to the representations
        and warranties of the Master Servicer set forth in Section 9.14. In the
        Securities Administrator’s capacity as such successor, the Securities
        Administrator shall have the same limitations on liability herein granted
        to the
        Master Servicer. As compensation therefor, the Securities Administrator 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 Securities Administrator 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 or the
        Securities Administrator as a successor master servicer may be an Affiliate
        of
        the Trustee or the Securities Administrator; provided,
        however,
        that,
        unless such Affiliate meets the net worth requirements and other standards
        set
        forth herein for a successor master servicer, the Trustee or the Securities
        Administrator, 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 or the Securities Administrator
        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, the Securities Administrator 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, the Securities Administrator
        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, the Securities Administrator 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, the Securities
        Administrator 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, the Securities Administrator 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 Securities Administrator
        as
        required by this Agreement or (iv) restrictions imposed by any regulatory
        authority having jurisdiction over the Master Servicer. Neither the Securities
        Administrator 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
        Trustee to deliver, or any delay in delivering cash, documents or records
        to it,
        or (ii) the failure of Trustee to cooperate as required by this Agreement.
        

       


      
        
          
          

        

        
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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 Securities Administrator and 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
        Securities Administrator, 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 or the Securities Administrator
        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 or the Securities Administrator,
        as
        applicable, shall give notice thereof to the Master Servicer, any NIMS Insurer,
        the Trustee, the Securities Administrator, the Swap Counterparty and the
        Cap
        Counterparty, as applicable.

       

      
        	
                Section
                  6.20

              	
                Preparation
                  of Tax Returns and Other Reports.


              


      

       

      (a) The
        Securities Administrator 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 Securities
        Administrator shall file federal tax returns, all in accordance with Article
        X
        hereof. If the Securities Administrator determines that a state tax return
        or
        other return is required, then, at its sole expense, the Securities
        Administrator 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
        Securities Administrator’s possession). The Securities Administrator shall
        forward copies to the Depositor of all such returns and supplemental tax
        information and such other information within the Securities Administrator’s
        control as the Depositor may reasonably request in writing. The Securities
        Administrator shall furnish to the Trustee, who shall furnish to each
        Certificateholder, such forms and such information within the control of
        the
        Securities Administrator 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 Securities Administrator and the Trustee for any liability
        of or
        assessment against the Securities Administrator and the Trustee, as applicable,
        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
        Securities Administrator 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 Securities Administrator
        shall also file a Form 8811 as required. The Securities Administrator, 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 Securities Administrator 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 Securities Administrator 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 Securities Administrator 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 Securities Administrator
        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 Securities Administrator 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 BNC Mortgage Loan Trust 2007-1
        transaction shall be required to provide to the Depositor and the Securities
        Administrator, 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
        Securities Administrator 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 Securities
        Administrator 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 Securities Administrator 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 Securities Administrator. If a Form 10-D cannot
        be
        filed on time or if a previously filed Form 10-D needs to be amended, the
        Securities Administrator will follow the procedures set forth in subsection
        (g)(ii) of this Section 6.20. Promptly (but no later than one Business Day)
        after filing with the Commission, the Securities Administrator will make
        available on its internet website a final executed copy of each Form 10-D
        prepared and filed by the Securities Administrator. Each party to this Agreement
        acknowledges that the performance by the Securities Administrator 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 Securities
        Administrator 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 Securities
        Administrator’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
        Securities Administrator 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
        Securities Administrator, as of such date, that 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
        Securities Administrator 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 Securities Administrator
        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 Securities Administrator 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 Securities Administrator
        within the applicable time frames set forth in this Agreement and in the
        related
        Servicing Agreements and the Custodial Agreement, (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 Custodian, each Additional Servicer, the Master Servicer, the
        Credit Risk Manager, any Servicing Function Participant, the Paying Agent
        and
        the Securities Administrator (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 Securities Administrator
        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 BNC Mortgage Loan Trust 2007-1 transaction shall
        be
        required to provide to the Depositor and the Securities Administrator, 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 Securities Administrator 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
        Securities Administrator 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 Securities Administrator in connection
        with including any Additional Form 10-K Disclosure on Form 10-K pursuant
        to this
        paragraph. 

       


      
        
          
          

        

        
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      (iii)
         After
        preparing the Form 10-K, the Securities Administrator 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 Securities Administrator. If a Form 10-K cannot be
        filed
        on time or if a previously filed Form 10-K needs to be amended, the Securities
        Administrator will follow the procedures set forth in subsection (g) of this
        Section 6.20. Promptly (but no later than one Business Day) after filing
        with
        the Commission, the Securities Administrator will make available on its internet
        website a final executed copy of each Form 10-K prepared and filed by the
        Securities Administrator. The parties to this Agreement acknowledge that
        the
        performance by the Securities Administrator 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 Securities Administrator 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
        Securities Administrator’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.

       

      (iv)
         Each
        Form
        10-K shall include the Sarbanes-Oxley Certification. The Securities
        Administrator, the Paying Agent (if other than the Trustee) and the Trustee
        (including in its capacity as Paying Agent) and, if the Depositor is the
        Exchange Act Signing Party, the Master Servicer, shall, and the Securities
        Administrator, the Trustee (including in its capacity as Paying Agent), the
        Paying Agent (if other than the Trustee) 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 Securities Administrator, the form attached hereto as Exhibit
        Q-2, and (z) in the case of the Paying Agent or the Trustee (including in
        its
        capacity as Paying Agent), such other form as agreed to between such party
        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 Securities Administrator, the
        Trustee (including in its capacity as Paying Agent), the Paying Agent (if
        other
        than the Trustee) or any Servicing Function Participant engaged by such parties
        is terminated or resigns pursuant to the terms of this Agreement, such party
        or
        Servicing Function Participant shall provide a Back-Up Certification to the
        Certifying Person pursuant to this Section 6.20(e)(iv) with respect to the
        period of time it was subject to this Agreement.

       


      
        
          
          

        

        
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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
        Securities Administrator 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
        Securities Administrator, as of such date, that 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
        Securities Administrator 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 Securities Administrator 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 Securities
        Administrator 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 Securities Administrator
        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 BNC Mortgage Loan Trust 2007-1 transaction shall be required
        to
        provide to the Depositor and the Securities Administrator, 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 Securities Administrator 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 Securities Administrator 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
        Securities Administrator 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 Securities Administrator 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 Securities Administrator. If a Form 8-K cannot be
        filed
        on time or if a previously filed Form 8-K needs to be amended, the Securities
        Administrator will follow the procedures set forth in subsection (g) of this
        Section 6.20. Promptly (but no later than one Business Day) after filing
        with
        the Commission, the Securities Administrator 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 Securities Administrator 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 Securities Administrator
        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 Securities Administrator’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 30 of the first year in which the Securities Administrator
        is
        able to do so under applicable law, unless otherwise directed by the Depositor,
        the Securities Administrator 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 Securities Administrator notifies the Paying
        Agent that a Form 15 will not be filed.

       


      
        
          
          

        

        
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      (ii)
         In
        the
        event that the Securities Administrator 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 Securities
        Administrator 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 Securities
        Administrator 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 Securities Administrator 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 Securities Administrator
        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
        Securities Administrator 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 Securities Administrator’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.

       

      (h) Any
        party
        that signs any Exchange Act report that the Securities Administrator is required
        to file shall provide to the Securities Administrator 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
        Securities Administrator the original executed signature page for such report.
        In addition, each of the parties agrees to provide to the Securities
        Administrator such additional information related to such party as the
        Securities Administrator 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 Securities
        Administrator, 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 Securities Administrator 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.

       


      
        
          
          

        

        
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                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, the Depositor and the Securities Administrator 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 Securities Administrator 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 Securities Administrator may determine
        in
        good faith is necessary to comply with the provisions of Regulation
        AB.

       

      
        	
                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 Securities Administrator.


              


      

       

      The
        Securities Administrator 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 engagement of any
        Subcontractor in violation of Section 6.01(l) or any failure by the Securities
        Administrator to deliver any information, report, certification, accountants’
letter or other material when and as required under this Agreement, including
        any report under Sections 6.20, 9.25(a) or (b). 

       


      
        
          
          

        

        
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      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, the Securities
        Administrator 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 Securities Administrator pursuant to Section 4.01,
        the
        obligation of the Securities Administrator to make a final remittance to
        the
        Trustee pursuant to Section 4.05 and the obligations of the Master Servicer
        to
        the Securities Administrator pursuant to Section 9.10 and to the Securities
        Administrator and the Trustee pursuant to Sections 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.

       

      (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 and (iv) any Swap Termination Payment payable
        to
        the Swap Counterparty as a result of a termination pursuant to this Section
        7.01; provided,
        however, if
        there
        are any NIM Securities outstanding, the Master Servicer may only exercise
        its
        option after receiving the prior written consent of the holders of such NIM
        Securities and, if such consent is given, the 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, the
        Securities Administrator and the Custodian 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, the Securities
        Administrator or the Trustee hereunder or the Servicers or the Custodian.
        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 (the “Regular Interest Purchase 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).

       


      
        
          
          

        

        
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      (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.

       

      (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).

       


      
        
          
          

        

        
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      (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 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. 

       

      (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, the Securities
        Administrator and the Certificate Registrar at the time notice is given to
        Holders.

       


      
        
          
          

        

        
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      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. 

      


      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.

      



      
        
          
          

        

        
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      (b) In
        the
        event that all of the Holders do not surrender their Certificates for
        cancellation within three months after the time specified in the above-mentioned
        written notice, the Trustee shall give a second written notice to the remaining
        Certificateholders to surrender their Certificates for cancellation and receive
        the final distribution with respect thereto. If within one year after the
        second
        notice any Certificates shall not have been surrendered for cancellation,
        the
        Trustee may take appropriate steps to contact the remaining Certificateholders
        concerning surrender of such Certificates, and the cost thereof shall be
        paid
        out of the amounts distributable to such Holders. If within two years after
        the
        second notice any Certificates shall not have been surrendered for cancellation,
        the Trustee shall, subject to applicable state law relating to escheatment,
        hold
        all amounts distributable to such Holders for the benefit of such Holders.
        No
        interest shall accrue on any amount held by the Trustee and not distributed
        to a
        Certificateholder due to such Certificateholder’s failure to surrender its
        Certificate(s) for payment of the final distribution thereon in accordance
        with
        this Section.

       

      (c) Any
        reasonable expenses incurred by the Trustee in connection with any 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.

       

      
        	
                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 Securities Administrator, 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);

       


      
        
          
          

        

        
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      (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 owed to the Swap Counterparty then
        remaining unpaid and any Swap Termination Payment owed to the Swap Counterparty
        on the related Swap Payment Date (to the extent not paid on previous Swap
        Payment Dates) in accordance with Section 5.01 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.

       

      (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.

       


      
        
          
          

        

        
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      (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, the Securities Administrator 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.

       

      
        	
                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.

       


      
        
          
          

        

        
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      (c) Every
        Holder or Certificate Owner, if the Holder is a Clearing Agency, by receiving
        and holding a Certificate, agrees with the Depositor, the Master Servicer,
        the
        Securities Administrator, any NIMS Insurer, the Certificate Registrar and
        the
        Trustee that none of the Depositor, the Master Servicer, the Securities
        Administrator, any NIMS Insurer, the Certificate Registrar or 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 the Securities Administrator
        and,
        where expressly required herein, to the Master Servicer. Such instrument
        or
        instruments (as the action embodies therein and evidenced thereby) are herein
        sometimes referred to as an “act” of the Holders signing such instrument or
        instruments. Proof of execution of any such instrument or of a writing
        appointing any such agents shall be sufficient for any purpose of this Agreement
        and conclusive in favor of the Trustee, the Securities Administrator and
        the
        Master Servicer, if made in the manner provided in this Section. Each of
        the
        Trustee, the Securities Administrator 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.

       

      (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
        Securities Administrator, the NIMS Insurer, or the Depositor shall be affected
        by any notice to the contrary.

       


      
        
          
          

        

        
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      (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.

       

      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.

       


      
        
          
          

        

        
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      (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.

       

      
        	
                Section
                  9.03

              	
                Master
                  Servicer’s Financial Statements and Related Information.
                  

              


      

       

      For
        each
        year this Agreement is in effect, the Master Servicer shall submit to the
        Trustee, any NIMS Insurer, each Rating Agency and the Depositor a copy of
        the
        annual audited financial statements of its corporate parent on or prior to
        March
        31st of each year commencing on March 31, 2008. Such financial statements
        shall
        include comparative balance sheets, income statements, statement of changes
        in
        shareholder's equity, statements of cash flows, a consolidating schedule
        showing
        consolidated subsidiaries and any related notes required pursuant to generally
        accepted accounting principles, certified by a nationally recognized firm
        of
        Independent Accountants to the effect that such financial statements were
        examined and prepared in accordance with generally accepted accounting
        principles applied on a basis consistent with that of the preceding
        year.

       

      
        	
                Section
                  9.04

              	
                Power
                  to Act; Procedures. 

              


      

       


      
        
          
          

        

        
          155

          
            

          

        

        
          
          

        

      


      (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.

       

      (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 Custodial Agreement), the Custodian shall release
        the
        related Mortgage File to or upon the order of the Master Servicer, and at
        the
        written requirement 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.

       


      
        
          
          

        

        
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      (d) The
        Master Servicer shall be entitled to conclusively rely on any certifications
        or
        other information provided by the Servicers under the terms of the applicable
        Servicing Agreement, in its preparation of any certifications, filings or
        reports, in accordance with the terms hereof or as may be required by applicable
        law or regulation.

       

      
        	
                Section
                  9.06

              	
                Collection
                  of Taxes, Assessments and Similar Items.


              


      

       

      (a) To
        the
        extent provided in the applicable Servicing Agreement, the Master Servicer
        shall
        cause each Servicer to establish and maintain one or more custodial accounts
        at
        a depository institution (which may be a depository institution with which
        the
        Master Servicer or any Servicer establishes accounts in the ordinary course
        of
        its servicing activities), the accounts of which are insured to the maximum
        extent permitted by the FDIC (each, an “Escrow Account”) and 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 applicable 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 related 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 Securities Administrator.
                  

              


      

       

      (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 Securities Administrator receives
        written notice from the Trustee pursuant to Section 6.14 or Section 9.28,
        as
        applicable, the Securities Administrator 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
        Securities Administrator, its designee or any successor master servicer
        appointed by the Securities Administrator 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 Securities
        Administrator, the Trustee and any NIMS Insurer, and hereby agrees to indemnify
        and hold harmless the Securities Administrator, the Trustee and any NIMS
        Insurer
        from and against all costs, damages, expenses and liabilities (including
        reasonable attorneys’ fees) incurred by the Securities Administrator, the
        Trustee or any NIMS Insurer as a result of such liability or obligations
        of the
        Master Servicer and in connection with the Securities Administrator’s (or other
        successor master servicer’s ) assumption (but not its performance, except to the
        extent that costs or liability of the Securities Administrator (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 Securities
        Administrator 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.

       


      
        
          
          

        

        
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                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
        Custodian) and the Securities Administrator 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 Custodian, to deliver to the applicable Servicer
        the related Mortgage File. Upon receipt of such certification and request,
        the
        Trustee or the 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.

       

      (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 Custodian, shall, upon request of
        the
        Master Servicer, or of a Servicer, and delivery to the Trustee or the 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 applicable
        Servicer to return the Mortgage File to the Trustee or the Custodian, as
        applicable, when the need therefor by the Master Servicer or the applicable
        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
        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 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
        Securities Administrator 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
        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.

       


      
        
          
          

        

        
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      (d) The
        Master Servicer agrees that it shall not, and shall not authorize any Servicer
        to, create, incur or subject any Mortgage Loans, or any funds that are deposited
        in any Custodial Account, Escrow Account or the Collection Account, or any
        funds
        that otherwise are or may become due or payable to the Trustee, to any claim,
        lien, security interest, judgment, levy, writ of attachment or other
        encumbrance, nor assert by legal action or otherwise any claim or right of
        setoff against any Mortgage Loan or any funds collected on, or in connection
        with, a Mortgage Loan.

       

      
        	
                Section
                  9.14

              	
                Representations
                  and Warranties of the Master Servicer.


              


      

       

      (a) The
        Master Servicer hereby represents and warrants to the Depositor, any NIMS
        Insurer, the Securities Administrator 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 charter or bylaws, (B) violate any law or regulation or
        any administrative decree or order to which it is subject or (C) constitute
        a
        default (or an event which, with notice or lapse of time, or both, would
        constitute a default) under, or result in the breach of, any material contract,
        agreement or other instrument to which the Master Servicer is a party or
        by
        which it is bound or to which any of its assets are subject, which violation,
        default or breach would materially and adversely affect the Master Servicer’s
        ability to perform its obligations under this Agreement;

       

      (iii)
         this
        Agreement constitutes, assuming due authorization, execution and delivery
        hereof
        by the other respective parties hereto, a legal, valid and binding obligation
        of
        the Master Servicer, enforceable against it in accordance with the terms
        hereof,
        except as such enforcement may be limited by bankruptcy, insolvency,
        reorganization, moratorium and other laws affecting the enforcement of
        creditors’ rights in general, and by general equity principles (regardless of
        whether such enforcement is considered in a proceeding in equity or at
        law);

       

      (iv)
         the
        Master Servicer is not in default with respect to any order or decree of
        any
        court or any order or regulation of any federal, state, municipal or
        governmental agency to the extent that any such default would materially
        and
        adversely affect its performance hereunder;

       


      
        
          
          

        

        
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      (v)
         the
        Master Servicer is not a party to or bound by any agreement or instrument
        or
        subject to any charter provision, bylaw or any other corporate restriction
        or
        any judgment, order, writ, injunction, decree, law or regulation that may
        materially and adversely affect its ability as Master Servicer to perform
        its
        obligations under this Agreement or that requires the consent of any third
        person to the execution of this Agreement or the performance by the Master
        Servicer of its obligations under this Agreement; 

       

      (vi)
         no
        litigation is pending or, to the best of the Master Servicer’s knowledge,
        threatened against the Master Servicer which would prohibit its entering
        into
        this Agreement or performing its obligations under this Agreement;

       

      (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 Securities Administrator,
        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,
        the
        Securities Administrator 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, the Securities Administrator 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.

       


      
        
          
          

        

        
          165

          
            

          

        

        
          
          

        

      


      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
        Securities Administrator, the Trustee or any NIMS Insurer or notice thereof
        by
        any one of such parties to the other parties. 

       

      (c) It
        is
        understood and agreed that the representations and warranties of the Depositor
        set forth in Sections 2.03(a)(i) through (vi) shall survive the execution
        and
        delivery of this Agreement. The Depositor shall indemnify the Master Servicer
        and hold it harmless against any loss, damages, penalties, fines, forfeitures,
        legal fees and related costs, judgments, and other costs and expenses resulting
        from any claim, demand, defense or assertion based on or grounded upon, or
        resulting from, a breach of the Depositor’s representations and warranties
        contained in Sections 2.03(a)(i) through (vi) 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
        Securities Administrator, 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, the Swap Counterparty 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.

       


      
        
          
          

        

        
          166

          
            

          

        

        
          
          

        

      


      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.

       

      
        	
                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

              	
                Maintenance
                  of the Primary Mortgage Insurance Policies.


              


      

       

      (a) The
        Master Servicer shall cause each Servicer to remit (with respect to any Primary
        Mortgage Insurance Policy) or shall remit on behalf of each Servicer to the
        PMI
        Insurer, the applicable PMI Insurance Premiums and provide monthly Mortgage
        Loan
        balance updates to the related PMI Insurers. The Master Servicer shall not
        take,
        or knowingly permit any Servicer (consistent with the applicable Servicing
        Agreement) to take, any action that would result in noncoverage under any
        applicable Primary Mortgage Insurance Policy of any loss which, but for the
        actions of such Master Servicer or such Servicer, would have been covered
        thereunder. The Master Servicer shall not, and shall not knowingly permit
        any
        Servicer to, cancel or refuse to renew any such Primary Mortgage Insurance
        Policy that is in effect at the date of the initial issuance of the Certificates
        and is required to be kept in force hereunder except in accordance with the
        provisions of this Agreement and the related Servicing Agreement, as applicable.
        

       

      (b) The
        Master Servicer agrees, to the extent provided in each Servicing Agreement,
        to
        cause each Servicer to present, on behalf of the Trustee and the
        Certificateholders, claims to the insurer under any Primary Mortgage Insurance
        Policies and, in this regard, to take such reasonable action as shall be
        necessary to permit recovery under any Primary Mortgage Insurance Policies
        respecting defaulted Mortgage Loans. Pursuant to Section 4.01, any amounts
        collected by the Master Servicer or any Servicer under any Primary Mortgage
        Insurance Policies shall be deposited in the Collection Account, subject
        to
        withdrawal pursuant to Section 4.02.

       


      
        
          
          

        

        
          167

          
            

          

        

        
          
          

        

      


      
        	
                Section
                  9.19

              	
                Custodian
                  To Retain Possession of Certain Insurance Policies and Documents.
                  

              


      

       

      The
        Master Servicer shall promptly deliver or cause each Servicer to deliver
        to the
        Custodian, upon the execution or receipt thereof the originals of the Primary
        Mortgage Insurance Policies or certificate of insurance, if applicable, and
        any
        certificates of renewal thereof, and such other documents or instruments
        that
        constitute portions of the Mortgage File that come into the possession of
        the
        Master Servicer or any Servicer from time to time. The Custodian, on behalf
        of
        the Trustee, shall retain possession and custody of the originals of such
        Primary Mortgage Insurance Policies or certificate of insurance if applicable
        and any certificates of renewal as to the foregoing as may be issued from
        time
        to time as contemplated by this Agreement and delivered to the Custodian
        by the
        Master Servicer. 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 Custodian shall also retain possession
        and custody of each Mortgage File in accordance with and subject to the terms
        and conditions of this Agreement.

       

      
        	
                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 Sections 4.01(e) and 4.04(c), all income and
        gain
        realized from any investment of funds in the Collection Account and the
        Certificate 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.

       

      
        	
                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.

       


      
        
          
          

        

        
          168

          
            

          

        

        
          
          

        

      


      (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 Securities Administrator for deposit into the Securities
        Administration Account.

       

      
        	
                Section
                  9.23

              	
                Notices
                  to the Depositor and the Securities Administrator
                  

              


      

       

      (a) The
        Master Servicer shall promptly notify the Securities Administrator, 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.

       

      (b) Not
        later
        than three Business Days prior to the Distribution Date of each month, the
        Master Servicer shall provide to the Securities Administrator, 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.

       


      
        
          
          

        

        
          169

          
            

          

        

        
          
          

        

      


      
        	
                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 and Securities Administrator 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.

       

      
        	
                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), the Trustee and the
        Securities Administrator, 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 Securities Administrator, 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.


      
        
          
          

        

        
          170

          
            

          

        

        
          
          

        

      


      


      (ii) When
        the
        Master Servicer, the Credit Risk Manager, the Paying Agent (if other than
        the
        Trustee), the Trustee and the Securities Administrator (or any Servicing
        Function Participant engaged by it) submit their assessments to the Securities
        Administrator, 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 Securities
        Administrator 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 Securities
        Administrator 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 Custodian, and
        shall notify the Depositor of any exceptions.

      


      (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), the Trustee and the
        Securities Administrator, 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, the Trustee and the Securities Administrator, 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
        Securities Administrator, 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.

       


      
        
          
          

        

        
          171

          
            

          

        

        
          
          

        

      


      (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, the Securities
        Administrator or any Servicing Function Participant engaged by such parties,
        the
        Securities Administrator 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 Securities Administrator on or before March 15 of each year, commencing
        in
        March 2008, an Officer’s Certificate stating, as to the signer thereof, that (A)
        a review of such party’s activities during the preceding calendar year or
        portion thereof and of such party’s performance under this Agreement, or such
        other applicable agreement in the case of an Additional Servicer, has been
        made
        under such officer’s supervision and (B) to the best of such officer’s
        knowledge, based on such review, such party has fulfilled all its obligations
        under this Agreement, or such other applicable agreement in the case of an
        Additional Servicer, in all material respects throughout such year or portion
        thereof, or, if there has been a failure to fulfill any such obligation in
        any
        material respect, specifying each such failure known to such officer and
        the
        nature and status thereof.

       

      
        	
                Section
                  9.27

              	
                Merger
                  or Consolidation. 

              


      

       

      Any
        Person into which the Master Servicer may be merged or consolidated, or any
        Person resulting from any merger, conversion, other change in form or
        consolidation to which the Master Servicer shall be a party, or any Person
        succeeding to the business of the Master Servicer, shall be the successor
        to the
        Master Servicer hereunder, without the execution or filing of any paper or
        any
        further act on the part of any of the parties hereto, anything herein to
        the
        contrary notwithstanding; provided,
        however,
        that the
        successor or resulting Person to the Master Servicer shall be a Person that
        shall be qualified and approved to service mortgage loans for 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 Securities Administrator shall have assumed, or a successor
        master servicer acceptable to any NIMS Insurer and the Securities Administrator
        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, the Securities Administrator and
        any
        NIMS Insurer.

       


      
        
          
          

        

        
          172

          
            

          

        

        
          
          

        

      


      
        	
                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, the Securities Administrator, 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, the Securities Administrator 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.

       

      (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 Securities Administrator 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 and an assessment report as provided in Section
        9.26, which reports the Master Servicer shall include in its attestation
        and
        assessment reports. 

       

      
        	
                Section
                  9.30

              	
                Limitation
                  on Liability of the Master Servicer and Others.
                  

              


      

       

      (a) The
        Master Servicer undertakes to perform such duties and only such duties as
        are
        specifically set forth in this Agreement. 

       

      (b) No
        provision of this Agreement shall be construed to relieve the Master Servicer
        from liability for its own negligent action, its own negligent failure to
        act or
        its own willful misconduct; provided,
        however,
        that
        the duties and obligations of the Master Servicer shall be determined solely
        by
        the express provisions of this Agreement, the Master Servicer shall not be
        liable except for the performance of such duties and obligations as are
        specifically set forth in this Agreement; no implied covenants or obligations
        shall be read into this Agreement against the Master Servicer and, in absence
        of
        bad faith on the part of the Master Servicer, the Master Servicer may
        conclusively rely, as to the truth of the statements and the correctness
        of the
        opinions expressed therein, upon any certificates or opinions furnished to
        the
        Master Servicer and conforming to the requirements of this
        Agreement.

       


      
        
          
          

        

        
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      (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.

       

      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 Securities
        Administrator, 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, the Securities Administrator 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,
        the
        Securities Administrator 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, the Securities Administrator 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.

       


      
        
          
          

        

        
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                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, the
        Securities Administrator 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.

       

      
        	
                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 Clayton Fixed Income Services Inc., 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 neither the Securities Administrator
        nor the
        Trustee shall 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 Agreement.

       


      
        
          
          

        

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

       

      (i)
         Watchlist
        Report:
        A
        listing of individual Mortgage Loans that are of concern to the Credit Risk
        Manager. Each Watchlist Report shall contain a listing of Mortgage Loans
        in any
        delinquency status, including current and paid-off loans, and may contain
        the
        comments of the Credit Risk Manager in its sole discretion. The Watchlist
        Report
        shall be presented in substantially the same format attached hereto as Exhibit
        R-1;

       

      (ii)
         Loss
        Severity Report:
        A
        compilation and summary of all losses, indicating the loan loss severity
        for
        each Mortgage Pool. Each Loss Severity Report shall include detail of all
        losses
        reported by a Servicer or the Master Servicer as Realized Losses, except
        those
        for which a Servicer or the Master Servicer has not provided detail adequate
        for
        reporting purposes. The Loss Severity Report shall be presented in substantially
        the same format attached hereto as Exhibit R-2;

       

      (iii)
         Mortgage
        Insurance Claims Report:
        A
        summary of mortgage insurance claims submitted to the PMI Insurer by the
        Servicers, claim payment and denial information, and penalties assessed by
        the
        PMI Insurer. The Mortgage Insurance Claims Report shall be presented in
        substantially the same format attached hereto as Exhibit R-3;

       

      (iv)
         Prepayment
        Premiums Report:
        A
        summary of Prepayment Premiums assessed or waived by each Servicer. The
        Prepayment Premiums Report shall be presented in substantially the same format
        attached hereto as Exhibit R-4; and

       

      (v)
         Analytics
        Report:
        Analytics Reports shall include statistical and/or graphical portrayals
        of:

       

      (D)  Delinquency
        Trend:
        The
        delinquency trend, over time, of the Mortgage Loans;

       

      (E)  Prepayment
        Analysis:
        The
        constant prepayment rate “CPR” experience of the Mortgage Loans;
        and

       

      (F)  Standard
        Default Assumption:
        The
        Standard Default Assumption experience of the Mortgage Loans.

       

      The
        Analytics Report shall be presented in substantially the same format attached
        hereto as Exhibit R-5.

       


      
        
          
          

        

        
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      The
        Credit Risk Manager shall make such reports and any additional information
        reasonably requested by the Depositor available each month to
        Certificateholders, the Trustee, the Securities Administrator, 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://reports.clayton.com.
        The
        user name for access to the website shall be the Certificateholder’s e-mail
        address and the password shall be “BNC 2007-1.” Neither the Trustee nor the
        Securities Administrator shall have any obligation to review such reports
        or
        otherwise monitor or supervise the activities of the Credit Risk
        Manager.

       

      (c) On
        each
        Distribution Date, the Credit Risk Manager shall (A) calculate, for each
        PMI
        Insurer, the Threshold Calculation for each such PMI Insurer for the immediately
        preceding Collection Period and (B) notify the Depositor, the Sponsor and
        the
        related PMI Insurer of each such PMI Insurer’s Threshold
        Calculation.

       

      (d) The
        Credit Risk Manager shall reasonably cooperate with the Depositor, the Trustee
        and the Securities Administrator 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.

       

      (e) The
        Credit Risk Manager has not and shall not engage any Subcontractor without
        (a)
        giving notice to the Sponsor, the Securities Administrator, 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.

       

      (f) 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
        Securities Administrator 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.

       

      (g) 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, the Trustee and the Securities Administrator, in writing.


       


      
        
          
          

        

        
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                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 Securities
        Administrator, 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,
        the
        Trustee and the Securities Administrator, 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.

       


      
        
          
          

        

        
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      (b) The
        Closing Date is hereby designated as the “Startup Day” of each REMIC within the
        meaning of section 860G(a)(9) of the Code. The latest possible maturity date
        for
        purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible
        Maturity Date.

       

      (c) The
        Securities Administrator 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 Securities Administrator 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 Securities
        Administrator in fulfilling its duties hereunder (including its duties as
        tax
        return preparer). The Securities Administrator shall be entitled to
        reimbursement of expenses to the extent provided in clause (i) above from
        the
        Securities Administration Account, provided,
        however,
        the
        Securities Administrator 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
        Securities Administrator shall prepare, the Trustee shall sign and the
        Securities Administrator shall 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 Securities
        Administrator.

       

      (e) The
        Securities Administrator 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 Securities Administrator 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.

       


      
        
          
          

        

        
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      The
        Securities Administrator 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.

       

      (f) The
        Trustee, the Securities Administrator, 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 Securities Administrator, 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,
        the
        Securities Administrator, 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 Securities
        Administrator, 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 Securities Administrator, 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,
        at
        the direction of the Securities Administrator, 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
        Securities Administrator 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 Securities Administrator 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 2007, the Securities
        Administrator shall deliver to the Trustee and any NIMS Insurer an Officer’s
        Certificate stating, without regard to any actions taken by any party other
        than
        the Securities Administrator, the Securities Administrator’s compliance with
        provisions of this Section 10.01. 

       


      
        
          
          

        

        
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      (l) The
        Securities Administrator shall treat each of the Basis Risk Reserve Fund
        and the
        Supplemental Interest Trust (exclusive of the Collateral Account) 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 or the
        Supplemental Interest Trust shall be treated as amounts distributed to the
        Class
        X Certificateholders. The Securities Administrator shall treat the Collateral
        Account as an outside reserve fund that is owned by the Swap Counterparty
        and
        the Cap Counterparty.

       

      (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
        Securities Administrator 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 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
        $48,853.75 as of the Closing Date.

       


      
        
          
          

        

        
          181

          
            

          

        

        
          
          

        

      


      (o) Notwithstanding
        the priority and sources of payments set forth in Article V hereof or otherwise,
        the Securities Administrator 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).

       

      
        	
                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 or the Securities Administrator, as applicable, of its duties and
        obligations set forth herein, the Trustee or the Securities Administrator,
        as
        applicable, 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
        neither the Trustee nor the Securities Administrator shall be liable for
        any
        such Losses attributable to the action or inaction of the Master Servicer,
        the
        Depositor, the Class X Certificateholders, the Holder of such Residual
        Certificate or the Securities Administrator (with regard to the Trustee),
        as
        applicable, nor for any such Losses resulting from misinformation provided
        by
        the Holder of such Residual Certificate on which the Securities Administrator
        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 or the Securities Administrator, as applicable, 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 or the Securities
        Administrator, as applicable, 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 Securities
        Administrator to comply with the provisions of Subsections 6.01(l) hereof
        and
        Subsections 9.25(a) or (b) hereof. In addition, neither the Trustee nor the
        Securities Administrator shall have any liability for the actions or failure
        to
        act of any other party hereto.

       


      
        
          
          

        

        
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                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.

       

      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.

       


      
        
          
          

        

        
          183

          
            

          

        

        
          
          

        

      


      
        	
                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, the Securities Administrator
        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.

       

      (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, the Securities
        Administrator 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. 

       


      
        
          
          

        

        
          184

          
            

          

        

        
          
          

        

      


      (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 Securities Administrator, the LTURI-holder and the Trustee,
        but without the consent of the Credit Risk Manager, the Cap Counterparty,
        or the
        Swap Counterparty (except to the extent that the rights or obligations of
        (1)
        the Credit Risk Manager, the Cap Counterparty or the Swap Counterparty hereunder
        or (2) the Cap Counterparty or the Swap Counterparty under the Interest Rate
        Cap
        Agreement or the Swap Agreement, respectively, 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 Interest Rate Cap Agreement or Swap
        Agreement, as applicable, is adversely affected, in which case prior written
        consent of the Credit Risk Manager, the Cap Counterparty 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, the Securities
        Administrator and the Trustee to the extent necessary, in the judgment of
        the
        Depositor and its counsel, to comply with the Rules.

       


      
        
          
          

        

        
          185

          
            

          

        

        
          
          

        

      


      
        	
                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, the
        Securities Administrator, 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 Securities Administrator, the Trustee,
        any
        Servicer, the Credit Risk Manager or any Affiliate thereof.

       

      
        	
                Section
                  11.05

              	
                Provision
                  of Information. 

              


      

       

      (a) For
        so
        long as any of the Certificates of any Series or Class are “restricted
        securities” within the meaning of Rule 144(a)(3) under the Act, each of the
        Depositor, the Master Servicer and the Securities Administrator 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
        Securities Administrator in providing such information shall be reimbursed
        by
        the Depositor.

       

      (b) The
        Securities Administrator 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 Securities
        Administrator in providing copies of such documents shall be reimbursed by
        the
        Depositor.

       

      (c) On
        each
        Distribution Date, the Securities Administrator 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.

       


      
        
          
          

        

        
          186

          
            

          

        

        
          
          

        

      


      
        	
                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 BNC 2007-1, (b) in
        the case of the Seller, Lehman Brothers Holdings Inc., 745 Seventh Avenue,
        7th
        Floor, New York, NY 10019, Attention: Mortgage Finance BNC 2007-1, (c)  in
        the case of the Credit Risk Manager, Clayton Fixed Income Services Inc.,
        1700
        Lincoln Street, Suite 1600, Denver, Colorado 80203, Attention: General Counsel,
        (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, BNC 2007-1, (f) in
        the
        case of Mortgage Guaranty Insurance Corporation, 250 E. Kilbourn Avenue,
        P.O.
        Box 488, Milwaukee, Wisconsin 53201, Attention: Risk Management, (g) in the
        case
        of the Securities Administrator, Wells Fargo Bank, N.A., P.O. Box 98, Columbia,
        Maryland 21046, and for overnight deliveries 9062 Old Annapolis Rd., Columbia,
        Maryland 21045, Attention: BNC 2007-1, telecopy number 410-715-2380, (h)
        in the
        case of PMI Mortgage Insurance Co., 3003 Oak Road, Walnut Creek, California
        94597, Attention: Structured Transactions, and (i) in the case of the Cap
        Counterparty or the Swap Counterparty, at the address therefore set forth
        in the
        Interest Rate Cap Agreement and Swap Agreement, respectively, 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.

      


      
        	
                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.

       


      
        
          
          

        

        
          187

          
            

          

        

        
          
          

        

      


      
        	
                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 Custodian 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:

       

      (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:

       


      
        
          
          

        

        
          188

          
            

          

        

        
          
          

        

      


      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
        Investors Service, Inc.

      99
        Church
        Street

      New
        York,
        New York 10007

      Attention:
        Residential Mortgages

       

      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,
        NY 10006

      Attention:
        Residential Mortgages

      


      (c) The
        Securities Administrator shall provide or make available to the Rating Agencies
        reports prepared pursuant to Section 4.03. In addition, the Securities
        Administrator 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 Securities
        Administrator.

       

      
        	
                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.

       


      
        
          
          

        

        
          189

          
            

          

        

        
          
          

        

      


      
        	
                Section
                  11.15

              	
                Transfer
                  of Servicing. 

              


      

       

      The
        Seller agrees that it shall provide written notice to the Master Servicer,
        the
        Securities Administrator, 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 by Option One to Wells Fargo 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 one
        Seller to the other 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:

       

      (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

       


      
        
          
          

        

        
          190

          
            

          

        

        
          
          

        

      


      (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.

       

      



      
        
          
          

        

        
          191

          
            

          

        

        
          
          

        

      


      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/
        Clare M. O'Brien            

      Name:
        Clare M. O'Brien

      Title:
        Vice President

      


      


      AURORA
        LOAN SERVICES LLC, as Master 

      Servicer

      


      


      By:
         /s/
        Linda A. Sherman            

      Name:
        Linda A. Sherman

      Title:
        Senior Vice President

      


      


      WELLS
        FARGO BANK, N.A., 

      as
        Securities Administrator

      


      


      By:
         /s/
        Michael Pinzon            

      Name:
        Michael Pinzon

      Title:
        Vice President

      


      


      CLAYTON
        FIXED INCOME SERVICES INC.,

      as
        Credit
        Risk Manager

       

      By:
         /s/
        Kevin J. Kanouff            

      Name:
        Kevin J. Kanouff

      Title:
        President and General Counsel

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Solely
        for purposes of Sections 5.06(c), 5.07(e), 5.07(f), 

      6.11
        and
        11.15, accepted and agreed to by:

      


      


      LEHMAN
        BROTHERS HOLDINGS INC.

       

      By:  /s/
        Angel Lau            

      Name:
        Angel Lau

      Title:
        Authorized Signatory


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        A-1

       

      [FORM
        OF
        SENIOR CERTIFICATE]

      


       

      SOLELY
        FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS OWNERSHIP
        OF A
“REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE
        TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
        REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), AND A RIGHT TO RECEIVE PAYMENTS
        FROM THE BASIS RISK RESERVE FUND.

       

      THIS
        CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, AND IS
        NOT
        GUARANTEED BY, THE DEPOSITOR, THE TRUSTEE, THE MASTER SERVICER, THE SECURITIES
        ADMINISTRATOR OR ANY AFFILIATE OF ANY OF THEM AND IS NOT INSURED OR GUARANTEED
        BY ANY GOVERNMENTAL AGENCY OR PRIVATE INSURER.

       

      DISTRIBUTIONS
        IN REDUCTION OF THE CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE MAY
        BE MADE
        IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE CERTIFICATE PRINCIPAL
        AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE
        PRINCIPAL AMOUNT OF THIS CERTIFICATE AS SET FORTH HEREIN.

       

      UNLESS
        THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
        TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR
        REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
        IS
        REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
        BY AN AUTHORIZED REPRESENTATIVE OF DTC AND ANY PAYMENT IS MADE TO CEDE & CO.
        OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
        DTC,
        ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
        ANY
        PERSON IS WRONGFUL, INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
        AN INTEREST HEREIN.

       


      
        
          
          

        

        
          Exh.A-1-1

          
            

          

        

        
          
          

        

      


      NO
        TRANSFER OF THIS CERTIFICATE PRIOR TO THE TERMINATION OF THE SWAP AGREEMENT
        AND
        THE INTEREST RATE CAP AGREEMENT SHALL BE MADE UNLESS THE TRUSTEE SHALL HAVE
        RECEIVED A REPRESENTATION LETTER FROM THE TRANSFEREE OF THIS CERTIFICATE
        TO THE
        EFFECT THAT EITHER (I) SUCH TRANSFEREE IS NEITHER 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 (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
        THIS CERTIFICATE ARE ELIGIBLE FOR EXEMPTIVE RELIEF UNDER PROHIBITED TRANSACTION
        CLASS EXEMPTION (“PTCE”) 84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60, PTCE 96-23.
        ANY PURPORTED TRANSFER OF THIS CERTIFICATE PRIOR TO THE TERMINATION OF THE
        SWAP
        AGREEMENT AND THE INTEREST RATE CAP AGREEMENT TO OR 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 THIS CERTIFICATE IS A BOOK-ENTRY CERTIFICATE
        PRIOR
        TO THE DATE OF THE TERMINATION OF THE SWAP AGREEMENT AND THE INTEREST RATE
        CAP
        AGREEMENT, THE TRANSFEREE WILL BE DEEMED TO HAVE MADE A REPRESENTATION AS
        PROVIDED IN CLAUSE (I) OR (II) OF THIS PARAGRAPH, AS
        APPLICABLE.


      



      
        
          
          

        

        
          Exh.A-1-2

          
            

          

        

        
          
          

        

      


      BNC
        MORTGAGE LOAN TRUST 2007-1,

      MORTGAGE
        PASS-THROUGH CERTIFICATE, SERIES 2007-1 CLASS [__]


      


      Evidencing
        a beneficial interest in two pools consisting primarily of certain conventional,
        first and second lien, adjustable and fixed rate, fully amortizing and balloon,
        residential mortgage loans and other assets in a trust fund established
        by:

       

      STRUCTURED
        ASSET SECURITIES CORPORATION

       

      
        	
                Initial
                  Class Principal Amount of the Class [__] Certificates:
                  $[__________]

              	 	
                Initial
                  Certificate Principal Amount of this Certificate:
                  $[__________]

              
	 	 	 
	
                Certificate
                  Interest Rate: Variable

              	 	
                Cut-off
                  Date: February 1, 2007

              
	 	 	 
	
                NUMBER
                  [__]

              	 	
                CUSIP:
                  [__________]

              


      

      



      
        
          
          

        

        
          Exh.A-1-3

          
            

          

        

        
          
          

        

      


      THIS
        CERTIFIES THAT CEDE & CO. is the registered owner of the Percentage Interest
        evidenced by this Certificate (obtained by dividing the Initial Certificate
        Principal Amount of this Certificate by the Initial Class Principal Amount
        of
        the Class [__] Certificates, both as specified above) evidencing beneficial
        ownership in a Trust Fund consisting primarily of (i) certain conventional,
        first and second lien, adjustable and fixed rate, fully amortizing and balloon,
        residential mortgage loans acquired by the Trust Fund on the Closing Date
        (the
“Mortgage Loans”), together with all collections therefrom and proceeds thereof
        (excluding all Scheduled Payments of principal and interest due on the Mortgage
        Loans on or before the Cut-off Date), (ii) any REO Property, together with
        all
        collections thereon and proceeds thereof, (iii) the Depositor’s rights under the
        Mortgage Loan Sale Agreement and the Servicing Agreements (including any
        security interest created thereby), (iv) the Depositor’s rights under any
        Insurance Policies related to the Mortgage Loans, (v) amounts on deposit
        from
        time to time in the Collection Account, the Securities Administration Account,
        the Certificate Account and the Basis Risk Reserve Fund and (vi) the
        Supplemental Interest Trust, the primary assets of which are the Swap Agreement
        and the Interest Rate Cap Agreement and all proceeds thereof. 

       

      Distributions
        on this Certificate will be made on the 25th day of each month or, if such
        day
        is not a Business Day, then on the next succeeding Business Day, commencing
        in
        March 2007 (each, a “Distribution Date”), to the Person in whose name this
        Certificate is registered at the close of business on the Business Day
        immediately preceding such Distribution Date, so long as such Certificate
        is in
        book entry form (the “Record Date”), in an amount equal to the product of the
        Percentage Interest evidenced by this Certificate and the amount, if any,
        required to be distributed to all the Certificates of the Class represented
        by
        this Certificate. All sums distributable on this Certificate are payable
        in the
        coin or currency of the United States of America which at the time of payment
        is
        legal tender for the payment of public and private debts.

       

      Reference
        is hereby made to the further provisions of this Certificate set forth on
        the
        reverse hereof, which shall have the same effect as though fully set forth
        on
        the face of this Certificate.

       

      Unless
        the certificate of authentication hereon has been executed by or on behalf
        of
        the Trustee, whose name appears below by manual signature, this Certificate
        shall not be entitled to any benefit under the Trust Agreement or be valid
        for
        any purpose.

       


      
        
          
          

        

        
          Exh.A-1-4

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
        executed.

       

      U.S.
        BANK
        NATIONAL ASSOCIATION,

      as
        Trustee

      


      


      


      By:                            

      AUTHORIZED
        SIGNATORY

      


      Dated: February
        ___, 2007

      


       

      TRUSTEE’S
        CERTIFICATE OF AUTHENTICATION

       

      This
        is
        one of the Certificates referred to in the within-mentioned Trust
        Agreement.

      


      U.S.
        BANK
        NATIONAL ASSOCIATION,

      as
        Trustee

      


      
        


        By:                            

        AUTHORIZED
          SIGNATORY

        


        Dated: February
          ___, 2007

        





      
        
          
          

        

        
          Exh.A-1-5

          
            

          

        

        
          
          

        

      


      EXHIBIT
        A-2

      


      [FORM
        OF
        CLASS M CERTIFICATE]


       

      SOLELY
        FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS OWNERSHIP
        OF A
“REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE
        TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
        REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), AND A RIGHT TO RECEIVE PAYMENTS
        FROM THE BASIS RISK RESERVE FUND.

       

      THIS
        CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, AND IS
        NOT
        GUARANTEED BY, THE DEPOSITOR, THE TRUSTEE, THE MASTER SERVICER, THE SECURITIES
        ADMINISTRATOR OR ANY AFFILIATE OF ANY OF THEM AND IS NOT INSURED OR GUARANTEED
        BY ANY GOVERNMENTAL AGENCY OR PRIVATE INSURER.

       

      DISTRIBUTIONS
        IN REDUCTION OF THE CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE MAY
        BE MADE
        IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE CERTIFICATE PRINCIPAL
        AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE
        PRINCIPAL AMOUNT OF THIS CERTIFICATE AS SET FORTH HEREIN.

       

      THIS
        CERTIFICATE IS SUBORDINATE IN RIGHT OF PAYMENT AS DESCRIBED IN THE TRUST
        AGREEMENT REFERRED TO HEREIN.

       

      UNLESS
        THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
        TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR
        REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
        IS
        REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
        BY AN AUTHORIZED REPRESENTATIVE OF DTC AND ANY PAYMENT IS MADE TO CEDE & CO.
        OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
        DTC,
        ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
        ANY
        PERSON IS WRONGFUL, INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
        AN INTEREST HEREIN.

       

      NO
        TRANSFER OF THIS CERTIFICATE SHALL BE REGISTERED IF ITS RATING IS BELOW
        INVESTMENT GRADE UPON ACQUISITION UNLESS THE PROSPECTIVE TRANSFEREE PROVIDES
        THE
        TRUSTEE WITH (A) A CERTIFICATION TO THE EFFECT THAT SUCH TRANSFEREE (1) IS
        NEITHER 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”), NOR A PERSON ACTING ON BEHALF OF ANY SUCH PLAN
        NOR A PERSON USING THE ASSETS OF ANY SUCH PLAN OR (2) IF SUCH TRANSFEREE
        IS AN
        INSURANCE COMPANY, SUCH TRANSFEREE IS PURCHASING SUCH CERTIFICATES WITH FUNDS
        CONTAINED IN AN “INSURANCE COMPANY GENERAL ACCOUNT” (AS SUCH TERM IS DEFINED IN
        SECTION V(e) OF THE PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 (“PTCE 95-60”))
        AND THE PURCHASE AND HOLDING OF SUCH CERTIFICATES ARE COVERED UNDER SECTIONS
        I
        AND III OF PTCE 95-60; OR (B) AN OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE,
        AND UPON WHICH THE TRUSTEE, THE MASTER SERVICER, ANY SERVICER, THE DEPOSITOR,
        THE SECURITIES ADMINISTRATOR AND ANY NIMS INSURER SHALL BE ENTITLED TO RELY,
        TO
        THE EFFECT THAT THE PURCHASE OR HOLDING OF SUCH CERTIFICATE BY THE PROSPECTIVE
        TRANSFEREE 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
        MASTER SERVICER, ANY SERVICER, THE DEPOSITOR, THE SECURITIES ADMINISTRATOR
        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, THE TRUSTEE, THE MASTER SERVICER, ANY SERVICER,
        THE
        DEPOSITOR, THE SECURITIES ADMINISTRATOR OR ANY NIMS INSURER. A TRANSFEREE
        OF A
        BOOK-ENTRY CERTIFICATE SHALL BE DEEMED TO HAVE MADE A REPRESENTATION AS REQUIRED
        HEREIN.

       


      
        
          
          

        

        
          Exh.A-2-1

          
            

          

        

        
          
          

        

      


      NO
        TRANSFER OF THIS CERTIFICATE PRIOR TO THE TERMINATION OF THE SWAP AGREEMENT
        AND
        THE INTEREST RATE CAP AGREEMENT SHALL BE MADE UNLESS THE TRUSTEE SHALL HAVE
        RECEIVED A REPRESENTATION LETTER FROM THE TRANSFEREE OF THIS CERTIFICATE
        TO THE
        EFFECT THAT EITHER (I) SUCH TRANSFEREE IS NEITHER 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 (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
        THIS CERTIFICATE ARE ELIGIBLE FOR EXEMPTIVE RELIEF UNDER PROHIBITED TRANSACTION
        CLASS EXEMPTION (“PTCE”) 84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60, PTCE 96-23.
        ANY PURPORTED TRANSFER OF THIS CERTIFICATE PRIOR TO THE TERMINATION OF THE
        SWAP
        AGREEMENT AND THE INTEREST RATE CAP AGREEMENT TO OR 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 THIS CERTIFICATE IS A BOOK-ENTRY CERTIFICATE
        PRIOR
        TO THE DATE OF THE TERMINATION OF THE SWAP AGREEMENT AND THE INTEREST RATE
        CAP
        AGREEMENT, THE TRANSFEREE WILL BE DEEMED TO HAVE MADE A REPRESENTATION AS
        PROVIDED IN CLAUSE (I) OR (II) OF THIS PARAGRAPH, AS APPLICABLE.

       


      
        
          
          

        

        
          Exh.A-2-2

          
            

          

        

        
          
          

        

      


      BNC
        MORTGAGE LOAN TRUST 2007-1,

       

      MORTGAGE
        PASS-THROUGH CERTIFICATE, SERIES 2007-1 CLASS [__]

       

      Evidencing
        a beneficial interest in two pools consisting primarily of certain conventional,
        first and second lien, adjustable and fixed rate, fully amortizing and balloon,
        residential mortgage loans and other assets in a trust fund established
        by:

       

      STRUCTURED
        ASSET SECURITIES CORPORATION

       

      
        	
                Initial
                  Class Principal Amount of the Class [__] Certificates:
                  $[__________]

              	 	
                Initial
                  Certificate Principal Amount of this Certificate:
                  $[__________]

              
	 	 	 
	
                Certificate
                  Interest Rate: Variable

              	 	
                Cut-off
                  Date: February 1, 2007

              
	 	 	 
	
                NUMBER
                  [__]

              	 	
                CUSIP:
                  [__________]

              


      

      


       


      
        
          
          

        

        
          Exh.A-2-3

          
            

          

        

        
          
          

        

      


      THIS
        CERTIFIES THAT CEDE & CO. is the registered owner of the Percentage Interest
        evidenced by this Certificate (obtained by dividing the Initial Certificate
        Principal Amount of this Certificate by the Initial Class Principal Amount
        of
        the Class [__] Certificates, both as specified above) evidencing beneficial
        ownership in a Trust Fund consisting primarily of (i) certain conventional,
        first and second lien, adjustable and fixed rate, fully amortizing and balloon,
        residential mortgage loans acquired by the Trust Fund on the Closing Date
        (the
“Mortgage Loans”), together with all collections therefrom and proceeds thereof
        (excluding all Scheduled Payments of principal and interest due on the Mortgage
        Loans on or before the Cut-off Date), (ii) any REO Property, together with
        all
        collections thereon and proceeds thereof, (iii) the Depositor’s rights under the
        Mortgage Loan Sale Agreement and the Servicing Agreements (including any
        security interest created thereby), (iv) the Depositor’s rights under any
        Insurance Policies related to the Mortgage Loans, (v) amounts on deposit
        from
        time to time in the Collection Account, the Securities Administration Account,
        the Certificate Account and the Basis Risk Reserve Fund and (vi) the
        Supplemental Interest Trust, the primary assets of which are the Swap Agreement
        and the Interest Rate Cap Agreement and all proceeds thereof.

       

      Distributions
        on this Certificate will be made on the 25th day of each month or, if such
        day
        is not a Business Day, then on the next succeeding Business Day, commencing
        in
        March 2007 (each, a “Distribution Date”), to the Person in whose name this
        Certificate is registered at the close of business on the Business Day
        immediately preceding such Distribution Date, so long as such Certificate is in
        book entry form (the “Record Date”), in an amount equal to the product of the
        Percentage Interest evidenced by this Certificate and the amount, if any,
        required to be distributed to all the Certificates of the Class represented
        by
        this Certificate. All sums distributable on this Certificate are payable
        in the
        coin or currency of the United States of America which at the time of payment
        is
        legal tender for the payment of public and private debts.

       

      Reference
        is hereby made to the further provisions of this Certificate set forth on
        the
        reverse hereof, which shall have the same effect as though fully set forth
        on
        the face of this Certificate.

       

      Unless
        the certificate of authentication hereon has been executed by or on behalf
        of
        the Trustee, whose name appears below by manual signature, this Certificate
        shall not be entitled to any benefit under the Trust Agreement or be valid
        for
        any purpose.

       


      
        
          
          

        

        
          Exh.A-2-4

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
        executed.

       

      U.S.
        BANK
        NATIONAL ASSOCIATION,

      as
        Trustee

      


      
        


        By:                            

        AUTHORIZED
          SIGNATORY

        


        Dated: February
          ___, 2007

         

      

      


      


      TRUSTEE’S
        CERTIFICATE OF AUTHENTICATION

       

      This
        is
        one of the Certificates referred to in the within-mentioned Trust
        Agreement.

       

      U.S.
        BANK
        NATIONAL ASSOCIATION,

      as
        Trustee

      


      
        


        By:                            

        AUTHORIZED
          SIGNATORY

        


        Dated: February
          ___, 2007

        





      
        
          
          

        

        
          Exh.A-2-5

          
            

          

        

        
          
          

        

      


      EXHIBIT
        A-3

      


      [FORM
        OF
        CLASS B CERTIFICATE]


       

      SOLELY
        FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS OWNERSHIP
        OF A
“REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE
        TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
        REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), AND A RIGHT TO RECEIVE PAYMENTS
        FROM THE BASIS RISK RESERVE FUND.

       

      THIS
        CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, AND IS
        NOT
        GUARANTEED BY, THE DEPOSITOR, THE SECURITIES ADMINISTRATOR, THE TRUSTEE,
        THE
        MASTER SERVICER OR ANY AFFILIATE OF ANY OF THEM AND IS NOT INSURED OR GUARANTEED
        BY ANY GOVERNMENTAL AGENCY OR PRIVATE INSURER.

       

      DISTRIBUTIONS
        IN REDUCTION OF THE CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE MAY
        BE MADE
        IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE CERTIFICATE PRINCIPAL
        AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE
        PRINCIPAL AMOUNT OF THIS CERTIFICATE AS SET FORTH HEREIN.

       

      THIS
        CERTIFICATE IS SUBORDINATE IN RIGHT OF PAYMENT AS DESCRIBED IN THE TRUST
        AGREEMENT REFERRED TO HEREIN.

       

      UNLESS
        THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
        TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR
        REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
        IS
        REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
        BY AN AUTHORIZED REPRESENTATIVE OF DTC AND ANY PAYMENT IS MADE TO CEDE & CO.
        OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
        DTC,
        ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
        ANY
        PERSON IS WRONGFUL, INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
        AN INTEREST HEREIN.

       

      THIS
        CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
        AMENDED, (THE “1933 ACT”) OR ANY STATE SECURITIES LAWS. NEITHER THIS CERTIFICATE
        NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED,
        TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE
        OF SUCH
        REGISTRATION, UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
        REGISTRATION.

       

      [With
        respect to the Class B Rule 144A Certificate Only:] THE
        HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF IS DEEMED TO HAVE
        REPRESENTED AND WARRANTED THAT IT ACQUIRED SUCH CERTIFICATE (A) PURSUANT
        TO A
        REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE 1933 ACT
        OR
        (B) AS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE 1933
        ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
        INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE
        IN
        RELIANCE ON RULE 144A. 

       


      
        
          
          

        

        
          Exh.A-3-1

          
            

          

        

        
          
          

        

      


      [With
        respect to the Class B Regulation S Certificate Only:] THE
        HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF IS DEEMED TO HAVE
        REPRESENTED AND WARRANTED THAT (A) UNTIL THE EXPIRATION OF THE APPLICABLE
        “DISTRIBUTION COMPLIANCE PERIOD” WITHIN THE MEANING OF REGULATION S, ANY OFFER,
        SALE, PLEDGE OR OTHER TRANSFER OF THIS CERTIFICATE SHALL NOT BE MADE IN THE
        UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON (EACH
        AS
        DEFINED IN REGULATION S) AND (B) IF THIS CERTIFICATE IS HELD WITHIN THE UNITED
        STATES OR SUCH HOLDER IS A U.S. PERSON OR THIS CERTIFICATES IS HELD FOR THE
        ACCOUNT OR BENEFIT OF, A U.S. PERSON (EACH AS DEFINED IN REGULATION S) SUCH
        CERTIFICATE WAS ACQUIRED ONLY (1) PURSUANT TO A REGISTRATION STATEMENT WHICH
        HAS
        BEEN DECLARED EFFECTIVE UNDER THE 1933 ACT OR (2) BY SUCH HOLDER AS A “QUALIFIED
        INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE 1933 ACT THAT PURCHASES
        FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER
        TO
        WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE
        144A.

       


      
        
          
          

        

        
          Exh.A-3-2

          
            

          

        

        
          
          

        

      


      NO
        TRANSFER OF THIS CERTIFICATE SHALL BE REGISTERED IF ITS RATING IS BELOW
        INVESTMENT GRADE UPON ACQUISITION UNLESS THE PROSPECTIVE TRANSFEREE PROVIDES
        THE
        TRUSTEE WITH (A) A CERTIFICATION TO THE EFFECT THAT SUCH TRANSFEREE (1) IS
        NEITHER 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”), NOR A PERSON ACTING ON BEHALF OF ANY SUCH PLAN
        NOR A PERSON USING THE ASSETS OF ANY SUCH PLAN OR (2) IF THE CERTIFICATE
        HAS
        BEEN THE SUBJECT OF AN ERISA-QUALIFYING UNDERWRITING AND TRANSFEREE IS AN
        INSURANCE COMPANY, SUCH TRANSFEREE IS PURCHASING SUCH CERTIFICATES WITH FUNDS
        CONTAINED IN AN “INSURANCE COMPANY GENERAL ACCOUNT” (AS SUCH TERM IS DEFINED IN
        SECTION V(e) OF THE PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 (“PTCE 95-60”))
        AND THE PURCHASE AND HOLDING OF SUCH CERTIFICATES ARE COVERED UNDER SECTIONS
        I
        AND III OF PTCE 95-60; OR (B) AN OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE,
        AND UPON WHICH THE TRUSTEE, THE MASTER SERVICER, ANY SERVICER, THE DEPOSITOR,
        THE SECURITIES ADMINISTRATOR AND ANY NIMS INSURER SHALL BE ENTITLED TO RELY,
        TO
        THE EFFECT THAT THE PURCHASE OR HOLDING OF SUCH CERTIFICATE BY THE PROSPECTIVE
        TRANSFEREE 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
        MASTER SERVICER, ANY SERVICER, THE DEPOSITOR, THE SECURITIES ADMINISTRATOR
        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, THE TRUSTEE, THE MASTER SERVICER, ANY SERVICER,
        THE
        DEPOSITOR, THE SECURITIES ADMINISTRATOR OR ANY NIMS INSURER. A TRANSFEREE
        OF A
        BOOK-ENTRY CERTIFICATE SHALL BE DEEMED TO HAVE MADE A REPRESENTATION AS REQUIRED
        HEREIN.

       

      


       


      
        
          
          

        

        
          Exh.A-3-3

          
            

          

        

        
          
          

        

      


      BNC
        MORTGAGE LOAN TRUST 2007-1,

      MORTGAGE
        PASS-THROUGH CERTIFICATE, SERIES 2007-1 CLASS [__]

       

      ([RULE
        144A/REGULATION S]) 

       

      Evidencing
        a beneficial interest in two pools consisting primarily of certain conventional,
        first and second lien, adjustable and fixed rate, fully amortizing and balloon,
        residential mortgage loans and other assets in a trust fund established
        by:

       

      STRUCTURED
        ASSET SECURITIES CORPORATION

       

      
        	
                Initial
                  Class Principal Amount of the Class [__] Certificates:
                  $[__________]

              	 	
                Initial
                  Certificate Principal Amount of this Certificate:
                  $[__________]

              
	 	 	 
	
                Certificate
                  Interest Rate: Variable

              	 	
                Cut-off
                  Date: February 1, 2007

              
	 	 	 
	
                NUMBER
                  [__]

              	 	
                CUSIP:

                [ISIN:] [____________]

                [____________]

              


      

      


       


      
        
          
          

        

        
          Exh.A-3-4

          
            

          

        

        
          
          

        

      


      THIS
        CERTIFIES THAT CEDE & CO. is the registered owner of the Percentage Interest
        evidenced by this Certificate (obtained by dividing the Initial Certificate
        Principal Amount of this Certificate by the Initial Class Principal Amount
        of
        the Class [__] Certificates, both as specified above) evidencing beneficial
        ownership in a Trust Fund consisting primarily of (i) certain conventional,
        first and second lien, adjustable and fixed rate, fully amortizing and balloon,
        residential mortgage loans acquired by the Trust Fund on the Closing Date
        (the
“Mortgage Loans”), together with all collections therefrom and proceeds thereof
        (excluding all Scheduled Payments of principal and interest due on the Mortgage
        Loans on or before the Cut-off Date), (ii) any REO Property, together with
        all
        collections thereon and proceeds thereof, (iii) the Depositor’s rights under the
        Mortgage Loan Sale Agreement and the Servicing Agreements (including any
        security interest created thereby), (iv) the Depositor’s rights under any
        Insurance Policies related to the Mortgage Loans, (v) amounts on deposit
        from
        time to time in the Collection Account, the Securities Administration Account,
        the Certificate Account and the Basis Risk Reserve Fund and (vi) the
        Supplemental Interest Trust, the primary assets of which are the Swap Agreement
        and the Interest Rate Cap Agreement and all proceeds thereof.

       

      Distributions
        on this Certificate will be made on the 25th day of each month or, if such
        day
        is not a Business Day, then on the next succeeding Business Day, commencing
        in
        March 2007 (each, a “Distribution Date”), to the Person in whose name this
        Certificate is registered at the close of business on the Business Day
        immediately preceding such Distribution Date, so long as such Certificate
        is in
        book entry form (the “Record Date”), in an amount equal to the product of the
        Percentage Interest evidenced by this Certificate and the amount, if any,
        required to be distributed to all the Certificates of the Class represented
        by
        this Certificate. All sums distributable on this Certificate are payable
        in the
        coin or currency of the United States of America which at the time of payment
        is
        legal tender for the payment of public and private debts.

       

      Reference
        is hereby made to the further provisions of this Certificate set forth on
        the
        reverse hereof, which shall have the same effect as though fully set forth
        on
        the face of this Certificate.

       

      Unless
        the certificate of authentication hereon has been executed by or on behalf
        of
        the Trustee, whose name appears below by manual signature, this Certificate
        shall not be entitled to any benefit under the Trust Agreement or be valid
        for
        any purpose.

       

      


       


      
        
          
          

        

        
          Exh.A-3-5

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
        executed.

       

      U.S.
        BANK
        NATIONAL ASSOCIATION,

      as
        Trustee

      
        


        By:                            

        AUTHORIZED
          SIGNATORY

        


        Dated: February
          ___, 2007

        


      

      


      TRUSTEE’S
        CERTIFICATE OF AUTHENTICATION

       

      This
        is
        one of the Certificates referred to in the within-mentioned Trust
        Agreement.

       

      U.S.
        BANK
        NATIONAL ASSOCIATION,

      as
        Trustee

      


      
        


        By:                            

        AUTHORIZED
          SIGNATORY

        


        Dated: February
          ___, 2007

        


      


      
        
          
          

        

        
          Exh.A-3-6

          
            

          

        

        
          
          

        

      


      EXHIBIT
        A-4

      


      [FORM
        OF
        CLASS P CERTIFICATE]


      


      SOLELY
        FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS OWNERSHIP
        OF A
“REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE
        TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
        REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).

       

      THIS
        CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, AND IS
        NOT
        GUARANTEED BY, THE DEPOSITOR, THE SECURITIES ADMINISTRATOR, THE TRUSTEE,
        THE
        MASTER SERVICER OR ANY AFFILIATE OF ANY OF THEM AND IS NOT INSURED OR GUARANTEED
        BY ANY GOVERNMENTAL AGENCY OR PRIVATE INSURER.

       

      THIS
        CERTIFICATE IS NOT ENTITLED TO SCHEDULED DISTRIBUTIONS OF PRINCIPAL AND WILL
        NOT
        ACCRUE INTEREST. THE HOLDER OF THIS CERTIFICATE WILL BE ENTITLED TO CERTAIN
        DISTRIBUTIONS AS PROVIDED IN THE TRUST AGREEMENT.

       

      THIS
        CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
        AMENDED, (THE “1933 ACT”) OR ANY STATE SECURITIES LAWS. NEITHER THIS CERTIFICATE
        NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED,
        TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE
        OF SUCH
        REGISTRATION, UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
        REGISTRATION.

       

      THE
        HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL
        OR
        OTHERWISE TRANSFER SUCH CERTIFICATE ONLY (A) PURSUANT TO A REGISTRATION
        STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE 1933 ACT OR (B) TO
        A
        PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN
        RULE 144A UNDER THE 1933 ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE
        ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE
        TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, SUBJECT TO THE TRUSTEE’S RIGHT
        PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER TO REQUIRE THE DELIVERY OF A
        CERTIFICATE OF TRANSFER IN THE FORM APPEARING IN THE TRUST
        AGREEMENT.

       


      
        
          
          

        

        
          Exh.A-4-1

          
            

          

        

        
          
          

        

      


      NO
        TRANSFER OF THIS CERTIFICATE SHALL BE REGISTERED UNLESS THE PROSPECTIVE
        TRANSFEREE PROVIDES THE TRUSTEE WITH (A) A CERTIFICATION TO THE EFFECT THAT
        SUCH
        TRANSFEREE (1) IS NEITHER 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”) NOR A PERSON ACTING
        ON BEHALF OF ANY SUCH PLAN NOR A PERSON USING THE ASSETS OF ANY SUCH PLAN
        OR (2)
        IF THE CERTIFICATE HAS BEEN THE SUBJECT OF AN ERISA-QUALIFYING UNDERWRITING
        AND
        THE TRANSFEREE IS AN INSURANCE COMPANY, SUCH TRANSFEREE IS PURCHASING SUCH
        CERTIFICATE WITH FUNDS CONTAINED IN AN “INSURANCE COMPANY GENERAL ACCOUNT” (AS
        SUCH TERM IS DEFINED IN SECTION V(e) OF THE PROHIBITED TRANSACTION CLASS
        EXEMPTION 95-60 (“PTCE 95-60”)) AND THE PURCHASE AND HOLDING OF SUCH CERTIFICATE
        ARE COVERED UNDER SECTIONS I AND III OF PTCE 95-60; OR (B) AN OPINION OF
        COUNSEL
        SATISFACTORY TO THE TRUSTEE, AND UPON WHICH THE TRUSTEE, THE MASTER SERVICER,
        ANY SERVICER, THE DEPOSITOR, THE SECURITIES ADMINISTRATOR AND ANY NIMS INSURER
        SHALL BE ENTITLED TO RELY, TO THE EFFECT THAT THE PURCHASE OR HOLDING OF
        SUCH
        CERTIFICATE BY THE PROSPECTIVE TRANSFEREE 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 MASTER SERVICER, ANY SERVICER, THE DEPOSITOR,
        THE SECURITIES ADMINISTRATOR 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, THE TRUSTEE, THE MASTER
        SERVICER, ANY SERVICER, THE DEPOSITOR, THE SECURITIES ADMINISTRATOR OR ANY
        NIMS
        INSURER.

       


      
        
          
          

        

        
          Exh.A-4-2

          
            

          

        

        
          
          

        

      


      BNC
        MORTGAGE LOAN TRUST 2007-1,

      MORTGAGE
        PASS-THROUGH CERTIFICATE, SERIES 2007-1 CLASS P

       

      Evidencing
        a beneficial interest in two pools consisting primarily of certain conventional,
        first and second lien, adjustable and fixed rate, fully amortizing and balloon,
        residential mortgage loans and other assets in a trust fund established
        by:

       

      STRUCTURED
        ASSET SECURITIES CORPORATION

       

      
        	
                Percentage
                  Interest: 100%

              	 	
                Cut-off
                  Date: February 1, 2007

              
	 	 	 
	
                NUMBER
                  [__]

              	 	 


      

      


       


      
        
          
          

        

        
          Exh.A-4-3

          
            

          

        

        
          
          

        

      


      THIS
        CERTIFIES THAT TFINN & CO. (on behalf of Lehman Pass-Through Securities
        Inc.) is the registered owner of the Percentage Interest evidenced by this
        Certificate evidencing a beneficial ownership in certain distributions of
        Prepayment Premiums (as defined in the Trust Agreement) made in respect of
        certain conventional, first and second lien, adjustable and fixed rate, fully
        amortizing and balloon, residential mortgage loans (the “Mortgage Loans”)
        acquired from Structured Asset Securities Corporation (the “Depositor”), a
        Delaware corporation, on the Closing Date which from time to time may be
        held in
        the Trust Fund established pursuant to the Trust Agreement (as defined on
        the
        reverse hereof).

       

      Distributions
        on this Certificate will be made on the 25th day of each month or, if such
        day
        is not a Business Day, then on the next succeeding Business Day, commencing
        in
        March 2007 (each, a “Distribution Date”), to the Person in whose name this
        Certificate is registered at the close of business on the last Business Day
        of
        the calendar month immediately preceding the month in which such Distribution
        Date occurs (or, in the case of the first Distribution Date, the Closing
        Date)
        (the “Record Date”), in an amount equal to the product of the Percentage
        Interest evidenced by this Certificate and the amount, if any, required to
        be
        distributed to all the Certificates of the Class represented by this
        Certificate. All sums distributable on this Certificate are payable in the
        coin
        or currency of the United States of America which at the time of payment
        is
        legal tender for the payment of public and private debts.

       

      Reference
        is hereby made to the further provisions of this Certificate set forth on
        the
        reverse hereof, which shall have the same effect as though fully set forth
        on
        the face of this Certificate.

       

      Unless
        the certificate of authentication hereon has been executed by or on behalf
        of
        the Trustee, whose name appears below by manual signature, this Certificate
        shall not be entitled to any benefit under the Trust Agreement or be valid
        for
        any purpose. 

       

      


       


      
        
          
          

        

        
          Exh.A-4-4

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
        executed.

       

      U.S.
        BANK
        NATIONAL ASSOCIATION,

      as
        Trustee

      


      
        


        By:                            

        AUTHORIZED
          SIGNATORY

        


        Dated: February
          ___, 2007

        


      

      


      


      TRUSTEE’S
        CERTIFICATE OF AUTHENTICATION

       

      This
        is
        one of the Certificates referred to in the within-mentioned Trust
        Agreement.

       

      U.S.
        BANK
        NATIONAL ASSOCIATION,

      as
        Trustee

      


      
        


        By:                            

        AUTHORIZED
          SIGNATORY

        


        Dated: February
          ___, 2007

        





      
        
          
          

        

        
          Exh.A-4-5

          
            

          

        

        
          
          

        

      


      EXHIBIT
        A-5

      


      [FORM
        OF
        CLASS X CERTIFICATE]

      


      SOLELY
        FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS OWNERSHIP
        OF A
“REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE
        TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
        REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), AND A RIGHT TO RECEIVE PAYMENTS
        FROM THE BASIS RISK RESERVE FUND.

       

      THIS
        CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, AND IS
        NOT
        GUARANTEED BY, THE DEPOSITOR, THE SECURITIES ADMINISTRATOR, THE TRUSTEE,
        THE
        MASTER SERVICER OR ANY AFFILIATE OF ANY OF THEM AND IS NOT INSURED OR GUARANTEED
        BY ANY GOVERNMENTAL AGENCY OR PRIVATE INSURER.

       

      THIS
        CERTIFICATE IS NOT ENTITLED TO SCHEDULED DISTRIBUTIONS OF PRINCIPAL AND WILL
        NOT
        ACCRUE INTEREST. THE HOLDER OF THIS CERTIFICATE WILL BE ENTITLED TO CERTAIN
        DISTRIBUTIONS AS PROVIDED IN THE TRUST AGREEMENT.

       

      THIS
        CERTIFICATE IS SUBORDINATE IN RIGHT OF PAYMENT AS DESCRIBED IN THE TRUST
        AGREEMENT REFERRED TO HEREIN.

       

      THIS
        CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
        AMENDED, (THE “1933 ACT”) OR ANY STATE SECURITIES LAWS. NEITHER THIS CERTIFICATE
        NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED,
        TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE
        OF SUCH
        REGISTRATION, UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
        REGISTRATION.

       

      THE
        HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL
        OR
        OTHERWISE TRANSFER SUCH CERTIFICATE ONLY (A) PURSUANT TO A REGISTRATION
        STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE 1933 ACT, (B) TO A
        PERSON
        IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE
        144A UNDER THE 1933 ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT
        OF
        A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER
        IS
        BEING MADE IN RELIANCE ON RULE 144A, OR (C) TO AN INSTITUTIONAL “ACCREDITED
        INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2), (3) OR (7) OF RULE 501
        UNDER THE 1933 ACT THAT IS ACQUIRING THE CERTIFICATE FOR ITS OWN ACCOUNT,
        OR FOR
        THE ACCOUNT OF SUCH AN INSTITUTIONAL “ACCREDITED INVESTOR,” FOR INVESTMENT
        PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH,
        ANY
        DISTRIBUTION IN VIOLATION OF THE 1933 ACT, SUBJECT TO THE TRUSTEE’S RIGHT PRIOR
        TO ANY SUCH OFFER, SALE OR TRANSFER TO REQUIRE THE DELIVERY OF A CERTIFICATE
        OF
        TRANSFER IN THE FORM APPEARING IN THE TRUST AGREEMENT.

       


      
        
          
          

        

        
          Exh.A-5-1

          
            

          

        

        
          
          

        

      


      NO
        TRANSFER OF THIS CERTIFICATE SHALL BE REGISTERED UNLESS THE PROSPECTIVE
        TRANSFEREE PROVIDES THE TRUSTEE WITH (A) A CERTIFICATION TO THE EFFECT THAT
        SUCH
        TRANSFEREE (1) IS NEITHER 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”) NOR A PERSON ACTING
        ON BEHALF OF ANY SUCH PLAN NOR A PERSON USING THE ASSETS OF ANY SUCH PLAN
        OR (2)
        IF THE CERTIFICATE HAS BEEN THE SUBJECT OF AN ERISA-QUALIFYING UNDERWRITING
        AND
        THE TRANSFEREE IS AN INSURANCE COMPANY, SUCH TRANSFEREE IS PURCHASING SUCH
        CERTIFICATE WITH FUNDS CONTAINED IN AN “INSURANCE COMPANY GENERAL ACCOUNT” (AS
        SUCH TERM IS DEFINED IN SECTION V(e) OF THE PROHIBITED TRANSACTION CLASS
        EXEMPTION 95-60 (“PTCE 95-60”)) AND THE PURCHASE AND HOLDING OF SUCH CERTIFICATE
        ARE COVERED UNDER SECTIONS I AND III OF PTCE 95-60; OR (B) AN OPINION OF
        COUNSEL
        SATISFACTORY TO THE TRUSTEE, AND UPON WHICH THE TRUSTEE, THE MASTER SERVICER,
        ANY SERVICER, THE DEPOSITOR, THE SECURITIES ADMINISTRATOR AND ANY NIMS INSURER
        SHALL BE ENTITLED TO RELY, TO THE EFFECT THAT THE PURCHASE OR HOLDING OF
        SUCH
        CERTIFICATE BY THE PROSPECTIVE TRANSFEREE 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 MASTER SERVICER, ANY SERVICER, THE DEPOSITOR,
        THE SECURITIES ADMINISTRATOR 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, THE TRUSTEE, THE MASTER
        SERVICER, ANY SERVICER, THE DEPOSITOR, THE SECURITIES ADMINISTRATOR OR ANY
        NIMS
        INSURER. 

       


      
        
          
          

        

        
          Exh.A-5-2

          
            

          

        

        
          
          

        

      


      BNC
        MORTGAGE LOAN TRUST 2007-1,

      MORTGAGE
        PASS-THROUGH CERTIFICATE, SERIES 2007-1 CLASS X

       

      Evidencing
        a beneficial interest in two pools consisting primarily of certain conventional,
        first and second lien, adjustable and fixed rate, fully amortizing and balloon,
        residential mortgage loans and other assets in a trust fund established
        by:

       

      STRUCTURED
        ASSET SECURITIES CORPORATION

       

      
        	
                Percentage
                  Interest: 100%

              	 	
                Cut-off
                  Date: February 1, 2007

              
	 	 	 
	
                NUMBER
                  [__]

              	 	 


      

      


       


      
        
          
          

        

        
          Exh.A-5-3

          
            

          

        

        
          
          

        

      


      THIS
        CERTIFIES THAT TFINN & CO. (on behalf of Lehman Pass-Through Securities
        Inc.) is the registered owner of the Percentage Interest evidenced by this
        Certificate evidencing beneficial ownership in a Trust Fund consisting primarily
        of (i) certain conventional, first and second lien, adjustable and fixed
        rate,
        fully amortizing and balloon, residential mortgage loans acquired by the
        Trust
        Fund on the Closing Date (the “Mortgage Loans”), together with all collections
        therefrom and proceeds thereof (excluding all scheduled payments of principal
        and interest due on the Mortgage Loans on or before the Cut-off Date), (ii)
        any
        REO Property, together with all collections thereon and proceeds thereof,
        (iii)
        the Depositor’s rights under the Mortgage Loan Sale Agreement, each Servicing
        Agreement and each Transfer Agreement (including any security interest created
        thereby), (iv) the Depositor’s rights under any Insurance Policies related to
        the Mortgage Loans, (v) amounts on deposit from time to time in the Collection
        Account, the Securities Administration Account, the Certificate Account and
        the
        Basis Risk Reserve Fund and (vi) the Supplemental Interest Trust, the primary
        assets of which are the Swap Agreement and the Interest Rate Cap Agreement
        and
        all proceeds thereof.

       

      Distributions
        on this Certificate will be made on the 25th day of each month or, if such
        day
        is not a Business Day, then on the next succeeding Business Day, commencing
        in
        March 2007 (each, a “Distribution Date”), to the Person in whose name this
        Certificate is registered at the close of business on the last Business Day
        of
        the calendar month immediately preceding the month in which such Distribution
        Date occurs (or, in the case of the first Distribution Date, the Closing
        Date)
        (the “Record Date”), in an amount equal to the product of the Percentage
        Interest evidenced by this Certificate and the amount, if any, required to
        be
        distributed to all the Certificates of the Class represented by this
        Certificate. All sums distributable on this Certificate are payable in the
        coin
        or currency of the United States of America which at the time of payment
        is
        legal tender for the payment of public and private debts.

       

      Reference
        is hereby made to the further provisions of this Certificate set forth on
        the
        reverse hereof, which shall have the same effect as though fully set forth
        on
        the face of this Certificate.

       

      Unless
        the certificate of authentication hereon has been executed by or on behalf
        of
        the Trustee, whose name appears below by manual signature, this Certificate
        shall not be entitled to any benefit under the Trust Agreement or be valid
        for
        any purpose. 

       


      
        
          
          

        

        
          Exh.A-5-4

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
        executed.

       

      U.S.
        BANK
        NATIONAL ASSOCIATION,

      as
        Trustee

      


      
        


        By:                            

        AUTHORIZED
          SIGNATORY

        


        Dated: February
          ___, 2007

      

      


      


      TRUSTEE’S
        CERTIFICATE OF AUTHENTICATION

       

      This
        is
        one of the Certificates referred to in the within-mentioned Trust
        Agreement.

       

      U.S.
        BANK
        NATIONAL ASSOCIATION,

      as
        Trustee

      


      
        


        By:                            

        AUTHORIZED
          SIGNATORY

        


        Dated: February
          ___, 2007

        





      
        
          
          

        

        
          Exh.A-5-5

          
            

          

        

        
          
          

        

      


      EXHIBIT
        A-6

      


      [FORM
        OF
        RESIDUAL CERTIFICATE]

       

      THIS
        CERTIFICATE IS A REMIC RESIDUAL INTEREST CERTIFICATE. THIS CERTIFICATE DOES
        NOT
        EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, AND IS NOT GUARANTEED BY, THE
        DEPOSITOR, THE SECURITIES ADMINISTRATOR, THE TRUSTEE, THE MASTER SERVICER
        OR ANY
        AFFILIATE OF ANY OF THEM AND IS NOT INSURED OR GUARANTEED BY ANY GOVERNMENTAL
        AGENCY.

       

      THIS
        CERTIFICATE IS NOT ENTITLED TO DISTRIBUTIONS OF PRINCIPAL AND WILL NOT ACCRUE
        INTEREST. THE HOLDER OF THIS CERTIFICATE WILL BE ENTITLED ONLY TO CERTAIN
        LIMITED DISTRIBUTIONS AS PROVIDED IN THE TRUST AGREEMENT.

       

      THIS
        CERTIFICATE IS SUBORDINATE IN RIGHT OF PAYMENT AS DESCRIBED IN THE TRUST
        AGREEMENT REFERRED TO HEREIN.

       

      THIS
        CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
        AMENDED
        (THE “1933 ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS CERTIFICATE NOR ANY
        INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED,
        PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
        REGISTRATION, UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
        REGISTRATION.

       

      THE
        HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL
        OR
        OTHERWISE TRANSFER SUCH CERTIFICATE ONLY (A) PURSUANT TO A REGISTRATION
        STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE 1933 ACT, (B) TO A
        PERSON
        IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE
        144A UNDER THE 1933 ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT
        OF
        A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER
        IS
        BEING MADE IN RELIANCE ON RULE 144A, OR (C) PURSUANT TO ANOTHER AVAILABLE
        EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT, SUBJECT TO
        THE
        SECURITIES ADMINISTRATOR’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER TO
        REQUIRE THE DELIVERY OF A CERTIFICATE OF TRANSFER IN THE FORM APPEARING IN
        THE
        TRUST AGREEMENT.

       

      NEITHER
        THIS CERTIFICATE, NOR ANY BENEFICIAL INTEREST IN THIS CERTIFICATE, MAY BE
        TRANSFERRED, SOLD, PLEDGED, OR OTHERWISE DISPOSED OF UNLESS PRIOR TO SUCH
        DISPOSITION, THE PROPOSED TRANSFEREE DELIVERS TO THE TRUSTEE (I) AN AFFIDAVIT
        STATING (A) THAT THE PROPOSED TRANSFEREE 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 IS NOT PURCHASING THE CERTIFICATE ON BEHALF OF A
        DISQUALIFIED ORGANIZATION, (B) THAT NO PURPOSE OF SUCH TRANSFER IS TO AVOID
        OR
        IMPEDE THE ASSESSMENT OR COLLECTION OF TAX, (C) IN THE CASE OF A NON-U.S.
        PERSON, THAT THE PROPOSED TRANSFEREE 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 4224 OR SUCCESSOR FORM AT THE TIME AND IN THE
        MANNER REQUIRED BY THE CODE.

       


      
        
          
          

        

        
          Exh.A-6-1

          
            

          

        

        
          
          

        

      


      NO
        TRANSFER OF THIS CERTIFICATE SHALL BE REGISTERED UNLESS THE PROSPECTIVE
        TRANSFEREE PROVIDES THE TRUSTEE WITH (A) A CERTIFICATION TO THE EFFECT THAT
        SUCH
        TRANSFEREE (1) IS NEITHER 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”) NOR A PERSON ACTING
        ON BEHALF OF ANY SUCH PLAN NOR A PERSON USING THE ASSETS OF ANY SUCH PLAN
        OR (2)
        IF THE CERTIFICATE HAS BEEN THE SUBJECT OF AN ERISA-QUALIFYING UNDERWRITING
        AND
        THE TRANSFEREE IS AN INSURANCE COMPANY, SUCH TRANSFEREE IS PURCHASING SUCH
        CERTIFICATE WITH FUNDS CONTAINED IN AN “INSURANCE COMPANY GENERAL ACCOUNT” (AS
        SUCH TERM IS DEFINED IN SECTION V(e) OF THE PROHIBITED TRANSACTION CLASS
        EXEMPTION 95-60 (“PTCE 95-60”)) AND THE PURCHASE AND HOLDING OF SUCH CERTIFICATE
        ARE COVERED UNDER SECTIONS I AND III OF PTCE 95-60; OR (B) AN OPINION OF
        COUNSEL
        SATISFACTORY TO THE TRUSTEE, AND UPON WHICH THE TRUSTEE, THE MASTER SERVICER,
        ANY SERVICER, THE DEPOSITOR, THE SECURITIES ADMINISTRATOR AND ANY NIMS INSURER
        SHALL BE ENTITLED TO RELY, TO THE EFFECT THAT THE PURCHASE OR HOLDING OF
        SUCH
        CERTIFICATE BY THE PROSPECTIVE TRANSFEREE 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 MASTER SERVICER, ANY SERVICER, THE DEPOSITOR,
        THE SECURITIES ADMINISTRATOR 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, THE TRUSTEE, THE MASTER
        SERVICER, ANY SERVICER, THE DEPOSITOR, THE SECURITIES ADMINISTRATOR OR ANY
        NIMS
        INSURER. 

       


      
        
          
          

        

        
          Exh.A-6-2

          
            

          

        

        
          
          

        

      


      BNC
        MORTGAGE LOAN TRUST 2007-1,

      MORTGAGE
        PASS-THROUGH CERTIFICATE, SERIES 2007-1 CLASS [__]

       

      Evidencing
        a beneficial interest in two pools consisting primarily of certain conventional,
        first and second lien, adjustable and fixed rate, fully amortizing and balloon,
        residential mortgage loans and other assets in a trust fund established
        by:

       

      STRUCTURED
        ASSET SECURITIES CORPORATION

       

      
        	
                Percentage
                  Interest: 100%

              	 	
                Cut-off
                  Date: February 1, 2007

              
	 	 	 
	
                NUMBER
                  [__]

              	 	 


      

      


       


      
        
          
          

        

        
          Exh.A-6-3

          
            

          

        

        
          
          

        

      


      THIS
        CERTIFIES THAT TFINN & CO. (on behalf of Lehman Pass-Through Securities
        Inc.) is the registered owner of the Percentage Interest evidenced by this
        Certificate evidencing beneficial ownership in a Trust Fund consisting primarily
        of (i) certain conventional, first and second lien, adjustable and fixed
        rate,
        fully amortizing and balloon, residential mortgage loans acquired by the
        Trust
        Fund on the Closing Date (the “Mortgage Loans”), together with all collections
        therefrom and proceeds thereof (excluding all Scheduled Payments of principal
        and interest due on the Mortgage Loans on or before the Cut-off Date), (ii)
        any
        REO Property, together with all collections thereon and proceeds thereof,
        (iii)
        the Depositor’s rights under the Mortgage Loan Sale Agreement and the Servicing
        Agreements (including any security interest created thereby), (iv) the
        Depositor’s rights under any Insurance Policies related to the Mortgage Loans,
        (v) amounts on deposit from time to time in the Collection Account, the
        Securities Administration Account, the Certificate Account and the Basis
        Risk
        Reserve Fund and (vi) the Supplemental Interest Trust, the primary assets
        of
        which are the Swap Agreement and the Interest Rate Cap Agreement and all
        proceeds thereof.

       

      Distributions
        on this Certificate will be made on the 25th day of each month or, if such
        day
        is not a Business Day, then on the next succeeding Business Day, commencing
        in
        March 2007 (each, a “Distribution Date”), to the Person in whose name this
        Certificate is registered at the close of business on the last Business Day
        of
        the calendar immediately preceding the month in which such Distribution Date
        occurs (or, in the case of the first Distribution Date, the Closing Date)
        (the
“Record Date”), in an amount equal to the product of the Percentage Interest
        evidenced by this Certificate and the amount, if any, required to be distributed
        to all the Certificates of the Class represented by this Certificate. All
        sums
        distributable on this Certificate are payable in the coin or currency of
        the
        United States of America which at the time of payment is legal tender for
        the
        payment of public and private debts.

       

      Reference
        is hereby made to the further provisions of this Certificate set forth on
        the
        reverse hereof, which shall have the same effect as though fully set forth
        on
        the face of this Certificate.

       

      Unless
        the certificate of authentication hereon has been executed by or on behalf
        of
        the Trustee, whose name appears below by manual signature, this Certificate
        shall not be entitled to any benefit under the Trust Agreement or be valid
        for
        any purpose.

       


      
        
          
          

        

        
          Exh.A-6-4

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
        executed.

       

      U.S.
        BANK
        NATIONAL ASSOCIATION,

      as
        Trustee

      


      
        


        By:                            

        AUTHORIZED
          SIGNATORY

        


        Dated: February
          ___, 2007

      

      


      


      TRUSTEE’S
        CERTIFICATE OF AUTHENTICATION

       

      This
        is
        one of the Certificates referred to in the within-mentioned Trust
        Agreement.

       

      U.S.
        BANK
        NATIONAL ASSOCIATION,

      as
        Trustee

      


      
        


        By:                            

        AUTHORIZED
          SIGNATORY

        


        Dated: February
          ___, 2007

        


      


      
        
          
          

        

        
          Exh.A-6-5

          
            

          

        

        
          
          

        

      


      EXHIBIT
        A-7

      


      [FORM
        OF
        REVERSE OF CERTIFICATE]


       

      BNC
        MORTGAGE LOAN TRUST 2007-1

      MORTGAGE
        PASS-THROUGH CERTIFICATE, SERIES 2007-1

      


      This
        Certificate is one of a duly authorized issue of certificates designated
        as BNC
        Mortgage Loan Trust 2007-1 Mortgage Pass-Through Certificates, Series 2007-1
        (the “Certificates”), representing all or part of a beneficial ownership
        interest in (a) the Trust Fund and (b) the Supplemental Interest Trust, each
        established pursuant to the Trust Agreement dated as of November 1, 2007
        (the
“Trust Agreement”), among Structured Asset Securities Corporation, as Depositor,
        Aurora Loan Services LLC, as Master Servicer, Wells Fargo Bank, N.A., as
        Securities Administrator, U.S. Bank National Association, as Trustee, and
        Clayton Fixed Income Services Inc., as Credit Risk Manager, to which terms,
        provisions and conditions thereof the Holder of this Certificate by virtue
        of
        the acceptance hereof assents, and by which such Holder is bound. The
        Certificates consist of the following Classes: 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, Class M9, Class B1, Class B2, Class P, Class X, Class
        R and
        Class LT-R Certificates.

       

      On
        each
        Distribution Date, the Total Distribution Amount for such date will be
        distributed from the Certificate Account to Holders of the Certificates
        according to the terms of the Trust Agreement. All distributions or allocations
        made with respect to each Class of Certificates on each Distribution Date
        shall
        be allocated among the outstanding Certificates of such Class based on the
        Certificate Principal Amount (or Percentage Interest) of each such
        Certificate.

       

      Distributions
        on this Certificate will be made by wire transfer in immediately available
        funds
        to the Holder of record of this Certificate on the immediately preceding
        Record
        Date to an account specified in writing by such Holder to the Trustee at
        least
        five (5) Business Days prior to the first Distribution Date to such Holder.
        Wire
        transfers will be made at the expense of the Holder requesting the same by
        deducting a wire transfer fee from the related distribution. The final
        distribution on this Certificate will be made, after due notice to the Holder
        of
        the pendency of such distribution, only upon presentation and surrender of
        this
        Certificate at the Corporate Trust Office (as defined below).

       

      The
        Corporate Trust Office with respect to the presentment and surrender of
        Certificates for the final distribution thereon and the presentment and
        surrender of the Certificates for any other purpose is the corporate trust
        office of the Trustee at One Federal Street, 3rd Floor, Boston, Massachusetts
        02110, Attention: Structured Finance - BNC 2007-1. The Trustee may designate
        another address from time to time by notice to the Holders of the Certificates
        and the Depositor.

       

      The
        Trust
        Agreement permits the amendment thereof from time to time by the Depositor,
        the
        Master Servicer, the Securities Administrator and the Trustee with the consent
        of the Holders of not less than 66 2/3% of the Class Principal Amount (or
        Percentage Interest) of each Class of Certificates affected thereby and with
        the
        consent of any NIMS Insurer, for the purpose of adding, changing or eliminating
        any provisions of the Trust Agreement or modifying the rights of the Holders
        of
        the Certificates thereunder, as provided in the Trust Agreement. Any consent
        by
        the Holder of this Certificate will be conclusive and binding on such Holder
        and
        upon all future Holders of this Certificate and of any Certificate issued
        upon
        the transfer hereof or in exchange herefor or in lieu hereof whether or not
        notation of such consent is made upon this Certificate. The Trust Agreement
        also
        permits the amendment thereof, in certain limited circumstances, with the
        prior
        written consent of any NIMS Insurer (and, in certain cases, the Swap
        Counterparty) but without the consent of the Holders of any of the
        Certificates.

       


      
        
          
          

        

        
          Exh.A-7-1

          
            

          

        

        
          
          

        

      


      As
        provided in the Trust Agreement and subject to certain limitations therein
        set
        forth, the transfer of this Certificate is registerable in the Certificate
        Register upon surrender of this Certificate for registration of transfer
        at the
        Corporate Trust Office, duly endorsed by, or accompanied by a written instrument
        of transfer in form satisfactory to the Certificate Registrar, duly executed
        by
        the Holder hereof or such Holder’s attorney duly authorized in writing, and
        thereupon one or more new Certificates of the same Class of authorized
        denominations evidencing the same initial Certificate Principal Amount (or
        Percentage Interest) will be issued to the designated transferee or transferees.
        As provided in the Trust Agreement and subject to certain limitations therein
        set forth, this Certificate is exchangeable for new Certificates of the same
        Class evidencing the same aggregate initial Certificate Principal Amount
        (or
        Percentage Interest) as requested by the Holder surrendering the same. No
        service charge will be made for any such registration of transfer or exchange,
        but the Certificate Registrar may require payment of a sum sufficient to
        cover
        any tax or other governmental charge payable in connection
        therewith.

       

      The
        Class
        A1, Class A2, Class A3, Class A4 and Class A5 Certificates are issuable only
        in
        registered form, in minimum denominations of $25,000 in initial Certificate
        Principal Amount and in integral multiples of $1 in excess thereof registered
        in
        the name of the nominee of the Clearing Agency, which shall maintain such
        Certificates through its book-entry facilities. 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 are issuable only in registered form, in denominations
        of
        $100,000 and in integral multiples of $1 in excess thereof registered in
        the
        name of the nominee of the Clearing Agency, which shall maintain such
        Certificates through its book-entry facilities. Each of the Class P and Class
        X
        Certificates are issuable in minimum denominations of 10% Percentage Interest
        and will be maintained in physical form. The Class LT-R and Class R Certificates
        will each be issued as a single Certificate and maintained in physical form.
        The
        Class R Certificates shall remain outstanding until the latest final
        Distribution Date for the Certificates (other than the Class LT-R Certificates),
        and the Class LT-R Certificates shall remain outstanding until the termination
        of the Trust Fund.

       

      The
        Certificates are subject to optional prepayment in full in accordance with
        the
        Trust Agreement on any Distribution Date after the date on which the Aggregate
        Pool Balance is less than 10% of the sum of the Cut-off Date Balance, for
        an
        amount as specified in the Trust Agreement. In no event will any trust created
        by the Trust Agreement continue beyond the expiration of 21 years from the
        death
        of the last survivor of the descendants living at the date of the Trust
        Agreement of a certain person named in the Trust Agreement.

       


      
        
          
          

        

        
          Exh.A-7-2

          
            

          

        

        
          
          

        

      


      The
        Depositor, the Master Servicer, the Trustee, the Securities Administrator,
        the
        Certificate Registrar, any NIMS Insurer and any agent of any of them may
        treat
        the Person in whose name this Certificate is registered as the owner hereof
        for
        all purposes, and none of the Depositor, the Master Servicer, the Trustee,
        the
        Securities Administrator, the Certificate Registrar, any NIMS Insurer or
        any
        such agent shall be affected by any notice to the contrary.

       

      As
        provided in the Trust Agreement, this Certificate and the Trust Agreement
        shall
        be construed in accordance with and governed by the laws of the State of
        New
        York, without regard to the conflict of laws principles applied in the State
        of
        New York. In the event of any conflict between the provisions of this
        Certificate and the Trust Agreement, the Trust Agreement shall be controlling.
        Any term used herein and not otherwise defined shall be as defined in the
        Trust
        Agreement.

       


      
        
          
          

        

        
          Exh.A-7-3

          
            

          

        

        
          
          

        

      


      ASSIGNMENT

       

      FOR
        VALUE
        RECEIVED, the undersigned hereby sell(s) and assign(s) and transfer(s)
        unto

       

        
          

        

      

      
         

        
          

        

         

      

      (Please
        print or type name and address, including postal zip code, of assignee and
        social security number or employer identification number)

       

      
        
          

        

         

      

      the
        within Certificate stating in the names of the undersigned in the Certificate
        Register and does hereby irrevocably constitute and appoint

       

      
        
          

        

         

      

      to
        transfer such Certificate in such Certificate Register of the
        Trust.

       

      I
        [we]
        further direct the Certificate Registrar to issue a new Certificate of the
        same
        Class of like principal to the above-named assignee and deliver such Certificate
        to the following address:

       

      
        
          
            

          

          
             

            
              

            

             

          

        

      

      
        	
                Dated:                        

              	 	 
	 	 	
                Signature
                  by or on behalf of Assignor

              
	 	 	 
	 	 	 
	 	 	 
	
                Authorized
                  Officer

              	 	
                Signature
                  Guaranteed

              
	 	 	 
	 	 	 
	 	 	 
	
                Name
                  of Institution

              	 	
                NOTICE:
                  The signature(s) of this assignment must correspond with the name(s)
                  on
                  the face of this Certificate without alteration or any change whatsoever.
                  The signature must be guaranteed by a participant in the Securities
                  Transfer Agents Medallion Program, the New York Stock Exchange
                  Medallion
                  Signature Program or the Stock Exchanges Medallion Program. Notarized
                  or
                  witnessed signatures are not acceptable as guaranteed
                  signatures.

              


      


      
        
          
          

        

        
          Exh.A-7-4

          
            

          

        

        
          
          

        

      


      DISTRIBUTION
        INSTRUCTIONS

       

      The
        assignee should include the following for the information of the Certificate
        Registrar. Distributions shall be made by wire transfer in immediately available
        funds to

      
        
          

        

         

      

      for
        the
        account of
        _______________________________________________________________

       

      account
        number __________________ or, if mailed by check, to
        _________________________

       

      _____________________________________________________________________________

       

      Applicable
        reports and statements should be mailed to
        _________________________________

       

      _____________________________________________________________________________

       

      This
        information is provided by
        _____________________________________________,

       

      the
        assignee named above, or ____________________________________ as its agent.
        

       

      
 

      



      
        
          
          

        

        
          Exh.A-7-5

          
            

          

        

        
          
          

        

      


      EXHIBIT
        B-1

       

      FORM
        OF
        INITIAL CERTIFICATION

       

                                          

      Date

       

      U.S.
        Bank
        National Association

      One
        Federal Street

      3rd
        Floor

      Boston,
        Massachusetts 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, Wells Fargo Bank, N.A., as Securities Administrator,
                  and Clayton
                  Fixed Income Services Inc., as Credit Risk Manager with respect
                  to BNC
                  Mortgage Loan Trust 2007-1
                  Mortgage Pass-Through Certificates, Series 2007-1

              
	 	 	 


      

      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:

      



      
        
          
          

        

        
          Exh.-B-1-1

          
            

          

        

        
          
          

        

      


      EXHIBIT
        B-2

       

      FORM
        OF
        INTERIM CERTIFICATION

       

                                     

      Date

      U.S.
        Bank
        National Association

      One
        Federal Street

      3rd
        Floor

      Boston,
        Massachusetts 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, Wells Fargo Bank, N.A., as Securities Administrator,
                  and Clayton
                  Fixed Income Services Inc., as Credit Risk Manager with respect
                  to BNC
                  Mortgage Loan Trust
                  2007-1 Mortgage Pass-Through Certificates, Series
                  2007-1

              
	 	 	 


      

      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:


      
        
          
          

        

        
          Exh.-B-2-1

          
            

          

        

        
          
          

        

      


      EXHIBIT
        B-3

       

      FORM
        OF
        FINAL CERTIFICATION

       

                                     

      Date

      U.S.
        Bank
        National Association

      One
        Federal Street

      3rd
        Floor

      Boston,
        Massachusetts 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, Wells Fargo Bank, N.A., as Securities Administrator,
                  and Clayton
                  Fixed Income Services Inc., as Credit Risk Manager with respect
                  to BNC
                  Mortgage Loan Trust
                  2007-1 Mortgage Pass-Through Certificates, Series
                  2007-1

              
	 	 	 


      

      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:
        


      
        
          
          

        

        
          Exh.-B-3-1

          
            

          

        

        
          
          

        

      


      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, Wells Fargo Bank, N.A., as Securities Administrator,
        and Clayton Fixed Income Services Inc., as Credit Risk Manager relating to
        BNC
        Mortgage Loan Trust 2007-1 Mortgage Pass-Through Certificates, Series 2007-1,
        without recourse.


       

      __________________________________

      [current
        signatory on note]

       

      By:_______________________________

      Name:

      Title:


      
        
          
          

        

        
          Exh.-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, Wells Fargo Bank, N.A., as Securities
        Administrator, and Clayton Fixed Income 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 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)

       


      
        
          
          

        

        
          Exh.-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

       


      
        
          
          

        

        
          Exh.-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,
                  (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 Securities Administrator,
                  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, the Securities Administrator
                  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.

              


      

       


      
        
          
          

        

        
          Exh.-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, Wells Fargo Bank,
                  N.A., as
                  Securities Administrator, and Clayton Fixed Income 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.

              


      

       


      
        
          
          

        

        
          Exh.-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 Securities Administrator
                  as its agent to act as “tax matters person” of the Trust Fund pursuant to
                  the Trust Agreement.

              


      

       

      


       


      
        
          
          

        

        
          Exh.-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__.

       

      



      
        
          
          

        

        
          Exh.-D-1-4

          
            

          

        

        
          
          

        

      


      EXHIBIT
        D-2

       

      FORM
        OF
        RESIDUAL CERTIFICATE TRANSFER AFFIDAVIT (TRANSFEROR)

       

      ____________________________

      Date

       

      
        	 	
                Re:

              	
                BNC
                  Mortgage Loan Trust 2007-1

              
	 	 	 


      

      ______________________
        (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:


      
        
          
          

        

        
          Exh.-D-2-1

          
            

          

        

        
          
          

        

      


      EXHIBIT
        E

       

      LIST
        OF
        SERVICING AGREEMENTS

      


      


      
        	 	
                1.

              	
                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.

              


      

       

      
        	 	
                2.

              	
                Subservicing
                  Agreement dated as of February 1, 2007, by and among LBH, as seller,
                  Option One Mortgage Company, as servicer, and the Master
                  Servicer.

              


      

       

      
        	 	
                3.

              	
                Securitization
                  Servicing Agreement dated as of February 1, 2007, by and among LBH,
                  as seller, JPMorgan Chase Bank, National Association, as servicer,
                  and the
                  Master Servicer.

              


      

       


      
        
          
          

        

        
          Exh.-E-1

          
            

          

        

        
          
          

        

      


      EXHIBIT
        F

       

      FORM
        OF
        RULE 144A TRANSFER CERTIFICATE

       

      
        	 	
                Re:

              	
                BNC
                  Mortgage Loan Trust 2007-1

              
	 	 	
                Mortgage
                  Pass-Through Certificates, Series
                  2007-1

              


      

      


      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, Wells Fargo Bank, N.A., as Securities Administrator,
        and
        Clayton Fixed Income 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 Depositor.

       

      _____________________________________

      [Name
        of
        Transferor]

       

      By:__________________________________

      Name:

      Title:

       

      Dated:
        ___________, ____


      
        
          
          

        

        
          Exh.-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 BNC
        Mortgage Loan Trust 2007-1 Mortgage Pass-Through Certificates, Series 2007-1,
        [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 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”), Wells Fargo Bank, N.A., as Securities Administrator, and
                  Clayton Fixed Income 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.

              


      

       


      
        
          
          

        

        
          Exh.-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.


      
        
          
          

        

        
          Exh.-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:

       


      
        
          
          

        

        
          Exh.-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 Securities Administrator, 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 Securities Administrator,
        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 PTCE 84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60 or PTCE
        96-23.

       


      
        
          
          

        

        
          Exh.-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, Wells Fargo Bank, N.A., as Securities Administrator, and Clayton
        Fixed
        Income 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.

       


      
        
          
          

        

        
          Exh.-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___.

       

      


       


      
        
          
          

        

        
          Exh.-H-3

          
            

          

        

        
          
          

        

      


      EXHIBIT
        I

       

      MONTHLY
        REMITTANCE ADVICE


       


      
        
          
          

        

        
          Exh.-I-1

          
            

          

        

        
          
          

        

      


      EXHIBIT
        J

       

      MONTHLY
        ELECTRONIC DATA TRANSMISSION

       


      
        
          
          

        

        
          Exh.-J-1

          
            

          

        

        
          
          

        

      


      EXHIBIT
        K

       

      DESCRIPTION
        OF CUSTODIAL AGREEMENT

       

      
        	 	
                1.

              	
                Custodial
                  Agreement dated as of February 1, 2007 between Deutsche Bank National
                  Trust Company, as Custodian, and U.S. Bank National Association,
                  as
                  Trustee.

              


      

       

      



      
        
          
          

        

        
          Exh.-K-1

          
            

          

        

        
          
          

        

      


      EXHIBIT
        L

       

      LIST
        OF
        CREDIT RISK MANAGEMENT AGREEMENTS

       

      
        	 	
                1)

              	
                Credit
                  Risk Management Agreement dated February 28, 2007 between the Credit
                  Risk Manager and Option One Mortgage Corporation, as
                  servicer.

              


      

       

      
        	 	
                2)

              	
                Credit
                  Risk Management Agreement dated February 28, 2007 between the Credit
                  Risk Manager and Wells Fargo Bank, N.A., as
                  servicer.

              


      

       

      
        	 	
                3)

              	
                Credit
                  Risk Management Agreement dated February 28, 2007 between the Credit
                  Risk Manager and JPMorgan Chase Bank, National Association, as
                  servicer.

              


      

       


      
        
          
          

        

        
          Exh.-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:

              	
                BNC
                  Mortgage Loan Trust 2007-1

              
	 	 	
                Mortgage
                  Pass-Through Certificates Series 2007-1

              
	 	 	 


      

      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, Clayton Fixed Income Services Inc., as Credit Risk Manager, Wells
        Fargo Bank, N.A., as Securities Administrator, 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).

              


      

       


      
        
          
          

        

        
          Exh.-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:             
          ,
               

      


      


      



      
        
          
          

        

        
          Exh.-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:

              	
                BNC
                  Mortgage Loan Trust 2007-1

              
	 	 	
                Mortgage
                  Pass-Through Certificates Series 2007-1

              
	 	 	 


      

      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, Clayton Fixed Income Services Inc., as Credit Risk Manager, Wells
        Fargo Bank, N.A., as Securities Administrator, 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:             
          ,
               

       

      


      


       


      
        
          
          

        

        
          Exh.-M-2-1

          
            

          

        

        
          
          

        

      


      EXHIBIT
        N

      


      INTEREST
        RATE CAP AGREEMENT

      


      


      See
        closing book or exhibit to Form 8-K filed with the SEC under

      BNC
        Mortgage
        Loan Trust 2007-1

      


      



      
        
          
          

        

        
          Exh.-N-1

          
            

          

        

        
          
          

        

      


      EXHIBIT
        O

      


      SWAP
        AGREEMENT

      


      


      See
        closing book or exhibit to Form 8-K filed with the SEC under

      BNC
        Mortgage
        Loan Trust 2007-1

      


      



      
        
          
          

        

        
          Exh.-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

                Securities
                  Administrator

              
	
                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, Securities Administrator and Depositor

              
	
                ▪
                  Sponsor (Seller)

              	
                Seller
                  (if a party to the Trust Agreement) or Depositor

              
	
                ▪
                  Depositor

              	
                Depositor

              
	
                ▪
                  Trustee

              	
                Trustee

              
	
                ▪
                  Securities Administrator

              	
                Securities
                  Administrator

              
	
                ▪
                  Master Servicer

              	
                Master
                  Servicer

              
	
                ▪
                  Custodian

              	
                Custodian(2)

              
	
                ▪
                  1110(b) Originator

              	
                Depositor

              
	
                ▪
                  Any 1108(a)(2) Servicer (other than the Master Servicer or Securities
                  Administrator)

              	
                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

              


      


      
        
          
          

        

        
          Exh.-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)

              	
                Securities
                  Administrator

                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.

              	 


      


      
        
          
          

        

        
          Exh.-P-1-2

          
            

          

        

        
          
          

        

      


      


      
        	
                ADDITIONAL
                  FORM 10-D DISCLOSURE

              
	
                Item
                  on Form 10-D

              	
                Party
                  Responsible 

              
	
                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

              
	
                Item
                  9: Exhibits

              	 
	
                Monthly
                  Statement to Certificateholders

              	
                Securities
                  Administrator

              
	
                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 Custodial Agreement.


      
        
          
          

        

        
          Exh.-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

              	
                Securities
                  Administrator

                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.

              	 


      


      
        
          
          

        

        
          Exh.-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, Securities Administrator and Depositor

              
	
                ▪
                  Sponsor (Seller)

              	
                Seller
                  (if a party to the Trust Agreement) or Depositor

              
	
                ▪
                  Depositor

              	
                Depositor

              
	
                ▪
                  Trustee

              	
                Trustee

              
	
                ▪
                  Securities Administrator

              	
                Securities
                  Administrator

              
	
                ▪
                  Master Servicer

              	
                Master
                  Servicer

              
	
                ▪
                  Custodian

              	
                Custodian(1)

              
	
                ▪
                  1110(b) Originator

              	
                Depositor

              
	
                ▪
                  Any 1108(a)(2) Servicer (other than the Master Servicer or Securities
                  Administrator)

              	
                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 

              
	
                ▪
                  Securities Administrator

              	
                Securities
                  Administrator

              
	
                ▪
                  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

              


      


      
        
          
          

        

        
          Exh.-P-2-2

          
            

          

        

        
          
          

        

      


      


      
        	
                ADDITIONAL
                  FORM 10-K DISCLOSURE

              
	
                Item
                  on Form 10-K

              	
                Party
                  Responsible 

              
	
                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 

              
	
                ▪
                  Securities Administrator

              	
                Securities
                  Administrator

              
	
                ▪
                  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 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 

              
	
                ▪
                  Securities Administrator

              	
                Securities
                  Administrator

              
	
                ▪
                  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 Custodial Agreement.

      (2) This
        information to be provided pursuant to the applicable Servicing
        Agreement.

      



      
        
          
          

        

        
          Exh.-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

              
	
                ▪
                  Securities Administrator

              	
                Securities
                  Administrator

              
	
                ▪
                  Significant Obligor

              	
                Depositor

              
	
                ▪
                  Credit Enhancer (10% or more)

              	
                Depositor

              
	
                ▪
                  Derivative Counterparty

              	
                Depositor

              
	
                ▪
                  Custodian

              	
                Custodian(2)

              


      


      
        
          
          

        

        
          Exh.-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

                Securities
                  Administrator

              
	
                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.

              	
                Securities
                  Administrator

                Trustee
                  (with respect to each, 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 Securities Administrator

                 

                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/Securities Administrator/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

              


      


      
        
          
          

        

        
          Exh.-P-3-2

          
            

          

        

        
          
          

        

      


      


      
        	
                FORM
                  8-K DISCLOSURE INFORMATION

              
	
                Item
                  on Form 8-K

              	
                Party
                  Responsible 

              
	
                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/Securities
                  Administrator/Trustee

              
	
                Reg
                  AB disclosure about any new enhancement provider is also
                  required.

              	
                Depositor

              
	
                Item
                  6.04- Failure to Make a Required Distribution

              	
                Securities
                  Administrator

                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 Custodial Agreement.

      


      



      
        
          
          

        

        
          Exh.-P-3-3

          
            

          

        

        
          
          

        

      


      EXHIBIT
        P-4

       

      ADDITIONAL
        DISCLOSURE NOTIFICATION

      


      Wells
        Fargo Bank, N.A., as Securities Administrator

      9062
        Old
        Annapolis Road

      Columbia,
        Maryland 21045

      Attn:
        Corporate Trust Services -BNC 2007-1 - 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, Wells Fargo Bank, N.A., as Securities
        Administrator, Clayton Fixed Income 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:


      
        
          
          

        

        
          Exh.-P-4-1

          
            

          

        

        
          
          

        

      


      


      
        	
                cc:

              	
                U.S.
                  Bank National Association

              
	 	
                One
                  Federal Street

              
	 	
                3rd
                  Floor

              
	 	
                Boston,
                  Massachusetts 02110

              
	 	 
	 	
                Structured
                  Asset Securities Corporation

              
	 	
                745
                  Seventh Avenue, 7th Floor

              
	 	
                New
                  York, New York 10019

              


      

       


      
        
          
          

        

        
          Exh.-P-4-2

          
            

          

        

        
          
          

        

      


      EXHIBIT
        Q-1

      


      FORM
        OF
        BACK-UP SARBANES-OXLEY CERTIFICATION

      


      [  ]

      [  ]

      [  ]

      


       

      
        	 	
                Re:

              	
                BNC
                  2007-1

              


      

       

      [_______],
        the [_______] of [_______] (the “Company”) hereby certifies to the Depositor,
        the Master Servicer and the Securities Administrator, 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 Securities
        Administrator 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 Securities Administrator;

       

      (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


      
        
          
          

        

        
          Exh.-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 Securities Administrator. Any material instances of noncompliance described
        in such reports have been disclosed to the Depositor, the Master Servicer
        and
        the Securities Administrator. 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,
        Wells Fargo Bank, N.A., as Securities Administrator, and Clayton Fixed Income
        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:

      


       


      
        
          
          

        

        
          Exh.-Q-1-2

          
            

          

        

        
          
          

        

      


      EXHIBIT
        Q-2

      


      FORM
        OF
        BACK-UP SARBANES-OXLEY CERTIFICATION

      TO
        BE
        PROVIDED BY THE SECURITIES ADMINISTRATOR

      


       

      
        	
                Re:

              	
                BNC
                  Mortgage Loan Trust 2007-1 (the “Trust”)
                  Mortgage Pass-Through Certificates, Series 2007-1, 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, Wells Fargo Bank, N.A., as Securities Administrator,
                  Clayton
                  Fixed Income Services Inc., as Credit Risk Manager, and U.S. Bank
                  National
                  Association,
                  as Trustee

              
	 	 


      

      The
        Securities Administrator 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 Securities Administrator’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
        Securities Administrator 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 Securities
        Administrator under the Trust Agreement, and based on my knowledge and the
        compliance review conducted in preparing the assessment of compliance of
        the
        Securities Administrator required by the Trust Agreement, and except as
        disclosed in the Reports, the Securities Administrator 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
        Securities Administrator for asset-backed securities of the Securities
        Administrator and each Subcontractor utilized by the Securities Administrator
        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.

       


      
        
          
          

        

        
          Exh.-Q-2-1

          
            

          

        

        
          
          

        

      


      In
        giving
        the certifications above, the Securities Administrator has reasonably relied
        on
        information provided to it by the following unaffiliated parties: [names
        of
        servicer(s), master servicer, subservicer(s), depositor, trustee,
        custodian(s)]

       

      


      Date:                        

      


      


      WELLS
        FARGO BANK, N.A.,

      solely
        in
        its capacity as Securities Administrator

      


      


                              

      [Signature]

      [Title]

      



      
        
          
          

        

        
          Exh.-Q-2-2

          
            

          

        

        
          
          

        

      


      EXHIBIT
        R-1

      


      FORM
        OF
        WATCHLIST REPORT

      



      
        
          
          

        

        
          Exh.-R-1-1

          
            

          

        

        
          
          

        

      


      EXHIBIT
        R-2

      


      FORM
        OF
        LOSS SEVERITY REPORT


      
        
          
          

        

        
          Exh.-R-2-1

          
            

          

        

        
          
          

        

      


      EXHIBIT
        R-3

      


      FORM
        OF
        MORTGAGE INSURANCE CLAIMS REPORT

      



      
        
          
          

        

        
          Exh.-R-3-1

          
            

          

        

        
          
          

        

      


      EXHIBIT
        R-4

      


      FORM
        OF
        PREPAYMENT PREMIUMS REPORT

      



      
        
          
          

        

        
          Exh.-R-4-1

          
            

          

        

        
          
          

        

      


      EXHIBIT
        R-5

      


      FORM
        OF
        ANALYTICS REPORT


      



      
        
          
          

        

        
          Exh.-R-5-1

          
            

          

        

        
          
          

        

      


      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, Wells Fargo Bank,
        N.A.,
        as Securities Administrator, Aurora Loan Services LLC, as Master Servicer,
        and
        Clayton Fixed Income 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

              	
                Securities
                  Administrator

              
	 	
                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

              	 	 	 	 	 


      


      
        
          
          

        

        
          Exh.-S-1

          
            

          

        

        
          
          

        

      


      


      
        	
                Reg
                  AB Reference

              	
                Servicing
                  Criteria

              	
                Paying
                  Agent

              	
                Credit
                  Risk Manager

              	
                Trustee
                  

              	
                Master
                  Servicer

              	
                Securities
                  Administrator

              
	
                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

              	
                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

              	
                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

              	
                X

              
	
                1122(d)(2)(vi)

              	
                Unissued
                  checks are safeguarded so as to prevent unauthorized access.
                  

              	
                X

              	 	 	
                X

              	 


      


      
        
          
          

        

        
          Exh.-S-2

          
            

          

        

        
          
          

        

      


      


      
        	
                Reg
                  AB Reference

              	
                Servicing
                  Criteria

              	
                Paying
                  Agent

              	
                Credit
                  Risk Manager

              	
                Trustee
                  

              	
                Master
                  Servicer

              	
                Securities
                  Administrator

              
	
                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

              	 


      


      
        
          
          

        

        
          Exh.-S-3

          
            

          

        

        
          
          

        

      


      


      
        	
                Reg
                  AB Reference

              	
                Servicing
                  Criteria

              	
                Paying
                  Agent

              	
                Credit
                  Risk Manager

              	
                Trustee
                  

              	
                Master
                  Servicer

              	
                Securities
                  Administrator

              
	
                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

              	 	 
	
                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

              	 


      


      
        
          
          

        

        
          Exh.-S-4

          
            

          

        

        
          
          

        

      


      


      
        	
                Reg
                  AB Reference

              	
                Servicing
                  Criteria

              	
                Paying
                  Agent

              	
                Credit
                  Risk Manager

              	
                Trustee
                  

              	
                Master
                  Servicer

              	
                Securities
                  Administrator

              
	
                1122(d)(4)(viii)

              	
                Records
                  documenting collection efforts are maintained during the period
                  a pool
                  asset is delinquent in accordance with the transaction agreements.
                  Such
                  records are maintained on at least a monthly basis, or such other
                  period
                  specified in the transaction agreements, and describe the entity’s
                  activities in monitoring delinquent pool assets including, for
                  example,
                  phone calls, letters and payment rescheduling plans in cases where
                  delinquency is deemed temporary (e.g., illness or unemployment).
                  

              	 	 	 	 	 
	
                1122(d)(4)(ix)

              	
                Adjustments
                  to interest rates or rates of return for pool assets with variable
                  rates
                  are computed based on the related pool asset documents. 

              	 	 	 	 	 
	
                1122(d)(4)(x)

              	
                Regarding
                  any funds held in trust for an obligor (such as escrow accounts):
                  (A) such
                  funds are analyzed, in accordance with the obligor’s pool asset documents,
                  on at least an annual basis, or such other period specified in
                  the
                  transaction agreements; (B) interest on such funds is paid, or
                  credited,
                  to obligors in accordance with applicable pool asset documents
                  and state
                  laws; and (C) such funds are returned to the obligor within 30
                  calendar
                  days of full repayment of the related pool assets, or such other
                  number of
                  days specified in the transaction agreements. 

              	 	 	 	 	 
	
                1122(d)(4)(xi)

              	
                Payments
                  made on behalf of an 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. 

              	 	 	 	
                 

              	 


      


      
        
          
          

        

        
          Exh.-S-5

          
            

          

        

        
          
          

        

      


      


      
        	
                Reg
                  AB Reference

              	
                Servicing
                  Criteria

              	
                Paying
                  Agent

              	
                Credit
                  Risk Manager

              	
                Trustee
                  

              	
                Master
                  Servicer

              	
                Securities
                  Administrator

              
	
                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

              	 	 


      


      
        
          
          

        

        
          Exh.-S-6

          
            

          

        

        
          
          

        

      


      EXHIBIT
        T

       

      [RESERVED]

      



      
        
          
          

        

        
          Exh.-T-1

          
            

          

        

        
          
          

        

      


      EXHIBIT
        U

      


      FORM
        OF
        CERTIFICATION

      TO
        BE
        PROVIDED BY THE CREDIT RISK MANAGER


       

      FORM
        OF CERTIFICATION

       

      Re:
        BNC
        Mortgage Loan Trust 2007-1 Mortgage Pass-Through Certificates, Series 2007-1,
        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, Clayton Fixed Income Services Inc.,
        as
        Credit Risk Manager, Wells Fargo Bank, N.A., as Securities Administrator,
        and
        U.S. Bank National Association, as Trustee (the “Trustee”). 

       

      CLAYTON
        FIXED INCOME SERVICES INC. (the “Credit Risk Manager”) certifies to the
        Depositor, the Sponsor, the Master Servicer, the Securities Administrator,
        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
                  January 28, 2004 (the
                  “Master Consulting Agreement”), by and between the Credit Risk Manager and
                  Lehman Brothers Holdings Inc. and pursuant to Transaction Addendum
                  BNC
                  2007-1 (the “Transaction Addendum BNC 2007-1”), 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 BNC 2007-1 throughout
                  the
                  Relevant Year.

              


      

       

       

      CLAYTON
        FIXED INCOME SERVICES INC.

       

      By:____________________________________

       

      Name:_________________________________

       

      Title:
        _________________________________

       


      
        
          
          

        

        
          Exh.-U-1

          
            

          

        

        
          
          

        

      


      EXHIBIT
        V

       

      TRANSACTION
        PARTIES

      


      Sponsor
        and Seller: Lehman Brothers Holdings Inc.

      


      Depositor:
        Structured Asset Securities Corporation

      


      Trustee:
        U.S. Bank National Association

      


      Securities
        Administrator: Wells Fargo Bank, N.A.

      


      Master
        Servicer: Aurora Loan Services LLC

      


      Credit
        Risk Manager: Clayton Fixed Income Services Inc.

      


      Swap
        Counterparty: Lehman Brothers Special Financing Inc.

      


      Cap
        Counterparty: Lehman Brothers Special Financing Inc.

      


      Servicer(s):
        JPMorgan Chase Bank, National Association, Option One Mortgage
        Corporation*
        and
        Wells Fargo Bank, N.A.

      


      Originator(s):
        BNC Mortgage, Inc.

      


      Custodian:
        Deutsche Bank National Trust Company

      


      PMI
        Insurer(s): Mortgage Guaranty Insurance Corporation and PMI Mortgage Insurance
        Co.

       

      


      _______________

       

      
        	
                *

              	
                As
                  of the Closing Date

              


      


      
        
          
          

        

        
          Exh.-V-1

          
            

          

        

        
          
          

        

      


      EXHIBIT
        W

      


      [Reserved]

      



      
        
          
          

        

        
          Exh.-W-1

          
            

          

        

        
          
          

        

      


      EXHIBIT
        X

       

      Schedule
        of Fees for Services as Document Custodian

      


      
        	
                File
                  Reinstatements/ Rejected File Reinstatements, per file:

              	
                $4.00

              
	 	 
	
                Monthly
                  Custody Safekeeping, per file, per month:

              	
                $0.20

              
	 	 
	
                Release
                  Requests/ Rejected Release Request, per file:

              	
                $4.00

              
	 	 
	
                Trailing
                  Document Review and Inter Filing, per document:

              	
                $2.00

              
	 	 
	
                Completion
                  of Assignments, per assignment:

              	
                $2.00

              
	 	 
	
                (applicable
                  if ever required post closing and not an upfront fee that is paid
                  by the
                  issuer)

              	
                 

              
	 	 
	
                Completion
                  of Endorsements, per endorsement:

              	
                $2.00

              
	 	 
	
                (applicable
                  if ever required post closing and not an upfront fee that is paid
                  by the
                  issuer)

              	 
	 	 
	
                Copies,
                  per document:

              	
                $2.00

              
	 	 
	
                (to
                  be billed to the requesting party)

              	 
	 	 


      

      


       


      
        
          
          

        

        
          Exh.-X-1

          
            

          

        

        
          
          

        

      


      EXHIBIT
        Y

       

      FORM
        OF
        CALL OPTION NOTICE

       

      [Date]

      


      [___________]

      [___________]

      [___________]

      Attention:
        [___________]


       

      
        	
                Re:

              	
                CALL
                  OPTION NOTICE

              
	 	
                Trust
                  Agreement relating to the BNC Mortgage Loan Trust 2007-1 Mortgage
                  Pass-Through Certificates, Series 2007-1, dated as of February 1,
                  2007, among Structured Asset Securities Corporation, as Depositor,
                  Aurora
                  Loan Services LLC, as Master Servicer, Clayton Fixed Income Services
                  Inc.,
                  as Credit Risk Manager, Wells Fargo Bank, N.A., as Securities
                  Administrator, and U.S. 

              
	 	
                Bank
                  National Association, as Trustee

              


      

      


      Ladies
        and Gentlemen:

      


      In
        accordance with the Section 7.01(d)(i) 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:
        __________________________

       


      
        
          
          

        

        
          Exh.-Y-1

          
            

          

        

        
          
          

        

      


      EXHIBIT
        Z

       

      FORM
        OF
        PURCHASER CALL OPTION NOTICE

      


      [Date]

      


      Aurora
        Loan Services LLC

      10350
        Park Meadows Drive 

      Littleton,
        Colorado 80124

      Attn:
        BNC
        2007-1

      


       

      
        	
                Re:

              	
                PURCHASER
                  CALL OPTION NOTICE

              
	 	
                Trust
                  Agreement relating to the BNC Mortgage Loan Trust 2007-1 Mortgage
                  Pass-Through Certificates, Series 2007-1, dated as of February 1,
                  2007, among Structured Asset Securities Corporation, as Depositor,
                  Aurora
                  Loan Services LLC, as Master Servicer, Clayton Fixed Income Services
                  Inc.,
                  as Credit Risk Manager, Wells Fargo Bank, N.A., as Securities
                  Administrator, 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 BNC Mortgage
        Loan Trust 2007-1 Mortgage Pass-Through Certificates, Series 2007-1.


      


      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:
        __________________________

      


       


      
        
          
          

        

        
          Exh.-Z-1

          
            

          

        

        
          
          

        

      


      SCHEDULE
        A

       

      MORTGAGE
        LOAN SCHEDULE

       

      [To
        be
        retained in a separate closing binder entitled “BNC 2007-1 Mortgage Loan
        Schedules” at Heller Ehrman LLP] 


      
        
          
          

        

        
          Schedule-1

          
            

          

        

        
          
          

        

      


      SCHEDULE
        B

       

      FIRST
        PAYMENT DEFAULT MORTGAGE LOANS

       

      [To
        be
        maintained in a separate closing binder entitled “BNC 2007-1 

      First
        Payment Default Mortgage Loans” at Heller Ehrman LLP]


      
        
          
          

        

        
          Schedule-2