Unassociated Document


     

    EXECUTION

    
 

    
      

      

    

    


    


    THORNBURG
      MORTGAGE SECURITIES TRUST 2007-1,

    Issuer

    


    THORNBURG
      MORTGAGE HOME LOANS, INC.,

    Initial
      Seller and Sponsor

    


    THORNBURG
      MORTGAGE FUNDING, INC.,

    Seller
      

    


    STRUCTURED
      ASSET SECURITIES CORPORATION,

    Depositor

    


    WELLS
      FARGO BANK, N.A.,

    Master
      Servicer and

    Securities
      Administrator

    


    and

    


    LASALLE
      BANK NATIONAL ASSOCIATION,

    Indenture
      Trustee and Custodian

    


    SALE
      AND
      SERVICING AGREEMENT

    Dated
      as
      of February 1, 2007

     

     

    __________________________________

     

     

    Thornburg
      Mortgage Securities Trust 2007-1

    Mortgage-Backed
      Notes, Series 2007-1

     

    
       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

    

    Table
      of Contents

     

    

      
        	 	Page
	 	 
	
                ARTICLE
                  I DEFINITIONS

              	
                4

              
	 	 
	
                SECTION
                  1.01. Defined Terms.

              	
                4

              
	
                SECTION
                  1.02. Accounting.

              	
                45

              
	 	 
	
                ARTICLE
                  II CONVEYANCE OF MORTGAGE LOANS

              	
                45

              
	 	 
	
                SECTION
                  2.01. Conveyance of Mortgage Loans.

              	
                45

              
	
                SECTION
                  2.02. Acceptance of the Trust Estate; Review of
                  Documentation.

              	
                49

              
	
                SECTION
                  2.03. Grant Clause.

              	
                51

              
	
                SECTION
                  2.04. Repurchase or Substitution of Mortgage Loans by the
                  Seller.

              	
                53

              
	
                SECTION
                  2.05. Representations and Warranties of the Sellers with Respect
                  to the
                  Mortgage Loans.

              	
                56

              
	
                SECTION
                  2.06. Representations and Warranties of the Depositor.

              	
                57

              
	
                SECTION
                  2.07. Representations and Warranties of the Depositor with Respect
                  to
                  Security Interest in the Mortgage Loans

              	
                58

              
	
                SECTION
                  2.08. Representations and Warranties of the Sellers.

              	
                59

              
	
                SECTION
                  2.09. Covenants of the Sellers.

              	
                62

              
	 	 
	
                ARTICLE
                  III ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS

              	
                63

              
	 	 
	
                SECTION
                  3.01. Master Servicer to Service and Administer the Mortgage
                  Loans.

              	
                63

              
	
                SECTION
                  3.02. [Reserved].

              	
                64

              
	
                SECTION
                  3.03. Monitoring of Servicers.

              	
                64

              
	
                SECTION
                  3.04. Fidelity Bond.

              	
                66

              
	
                SECTION
                  3.05. Power to Act; Procedures.

              	
                66

              
	
                SECTION
                  3.06. Due-on-Sale Clauses; Assumption Agreements.

              	
                67

              
	
                SECTION
                  3.07. Release of Mortgage Files.

              	
                67

              
	
                SECTION
                  3.08. Documents, Records and Funds in Possession of Master Servicer
                  To Be
                  Held for Indenture Trustee.

              	
                68

              
	
                SECTION
                  3.09. Standard Hazard Insurance and Flood Insurance
                  Policies.

              	
                69

              
	
                SECTION
                  3.10. Presentment of Claims and Collection of Proceeds.

              	
                69

              
	
                SECTION
                  3.11. Maintenance of the Primary Insurance Policies.

              	
                70

              
	
                SECTION
                  3.12. Indenture Trustee to Retain Possession of Certain Insurance
                  Policies
                  and Documents.

              	
                70

              
	
                SECTION
                  3.13. Realization Upon Defaulted Mortgage Loans.

              	
                71

              
	
                SECTION
                  3.14. Additional Compensation to the Master Servicer.

              	
                71

              
	
                SECTION
                  3.15. REO Property.

              	
                71

              
	
                SECTION
                  3.16. Assessments of Compliance and Attestation Reports.

              	
                72

              
	
                SECTION
                  3.17. Annual Compliance Statement.

              	
                75

              
	
                SECTION
                  3.18. Sarbanes-Oxley Certification.

              	
                75

              
	
                SECTION
                  3.19. Reports Filed with Securities and Exchange
                  Commission.

              	
                76

              


      

       

      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

         

      

      
        	
                SECTION
                  3.20. Additional Information.

              	
                82

              
	
                SECTION
                  3.21. Intention of the Parties and Interpretation.

              	
                82

              
	
                SECTION
                  3.22. Indemnification.

              	
                82

              
	
                SECTION
                  3.23. Amendments to Master Servicing Guide and Correspondent Sellers
                  Guide.

              	
                83

              
	
                SECTION
                  3.24. Uniform Commercial Code.

              	
                83

              
	
                SECTION
                  3.25. Optional and Required Purchases of Certain Mortgage
                  Loans.

              	
                84

              
	
                SECTION
                  3.26. Realization upon Troubled Mortgage Loans.

              	
                85

              
	
                SECTION
                  3.27. Closing Certificate and Opinion.

              	
                85

              
	
                SECTION
                  3.28. Liabilities of the Master Servicer.

              	
                85

              
	
                SECTION
                  3.29. Merger or Consolidation of the Master Servicer.

              	
                85

              
	
                SECTION
                  3.30. Indemnification of the Initial Seller, the Seller, the Indenture
                  Trustee, the Owner Trustee, the Master Servicer 

              	
                 

              
	
                and
                  the Securities Administrator. 

              	
                86

              
	
                SECTION
                  3.31. Limitations on Liability of the Master Servicer and Others;
                  Indemnification of Indenture Trustee and Others.

              	
                87

              
	
                SECTION
                  3.32. Master Servicer Not to Resign.

              	
                88

              
	
                SECTION
                  3.33. Successor Master Servicer.

              	
                88

              
	
                SECTION
                  3.34. Sale and Assignment of Master Servicing.

              	
                89

              
	 	 
	
                ARTICLE
                  IV ACCOUNTS

              	
                89

              
	 	 
	
                SECTION
                  4.01. Servicing Accounts.

              	
                89

              
	
                SECTION
                  4.02. Collection Account.

              	
                91

              
	
                SECTION
                  4.03. Permitted Withdrawals and Transfers from the Collection
                  Account.

              	
                93

              
	
                SECTION
                  4.04. The Note Payment Account.

              	
                95

              
	
                SECTION
                  4.05. The Certificate Distribution Account

              	
                96

              
	
                SECTION
                  4.06. The Reserve Fund

              	
                96

              
	
                SECTION
                  4.07. Control of the Trust Accounts

              	
                97

              
	 	 
	
                ARTICLE
                  V FLOW OF FUNDS

              	
                100

              
	 	 
	
                SECTION
                  5.01. Payments.

              	
                100

              
	
                SECTION
                  5.02. [Reserved].

              	
                104

              
	
                SECTION
                  5.03. Allocation of Realized Losses.

              	
                104

              
	
                SECTION
                  5.04. Statements.

              	
                105

              
	
                SECTION
                  5.05. Remittance Reports; Advances.

              	
                108

              
	
                SECTION
                  5.06. Compensating Interest Payments.

              	
                109

              
	
                SECTION
                  5.07. [Reserved].

              	
                109

              
	
                SECTION
                  5.08. [Reserved].

              	
                109

              
	
                SECTION
                  5.09. Yield Maintenance Accounts.

              	
                109

              
	
                SECTION
                  5.10. Recoveries.

              	
                110

              
	
                ARTICLE
                  VI [Reserved]

              	
                111

              
	 	 
	
                ARTICLE
                  VII DEFAULT

              	
                111

              
	 	 
	
                SECTION
                  7.01. Event of Default.

              	
                111

              


      

       

      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

         

      

      
        	
                SECTION
                  7.02. Indenture Trustee to Act.

              	
                113

              
	
                SECTION
                  7.03. Waiver of Event of Default.

              	
                114

              
	
                SECTION
                  7.04. Notification to Securityholders.

              	
                115

              
	
                SECTION
                  7.05. Action Upon Master Servicer Event of Default.

              	
                115

              
	
                SECTION
                  7.06. Additional Remedies of Indenture Trustee Upon Event of
                  Default.

              	
                115

              
	 	 
	
                ARTICLE
                  VIII THE INDENTURE TRUSTEE AND THE SECURITIES
                  ADMINISTRATOR

              	
                116

              
	 	 
	
                SECTION
                  8.01. Duties of Indenture Trustee and Securities
                  Administrator.

              	
                116

              
	
                SECTION
                  8.02. Certain Matters Affecting the Indenture Trustee and the Securities
                  Administrator.

              	
                118

              
	
                SECTION
                  8.03. Indenture Trustee and the Securities Administrator Not Liable
                  for
                  Securities, Mortgage Loans or Additional 

              	
                 

              
	
                Collateral. 

              	 119
	
                SECTION
                  8.04. Owner Trustee, Master Servicer and Securities Administrator
                  May Own
                  Notes.

              	
                120

              
	
                SECTION
                  8.05. Indenture Trustee’s, Custodian’s Owner Trustee’s and Securities
                  Administrator’s Fees and Expenses.

              	
                120

              
	
                SECTION
                  8.06. Eligibility Requirements for Indenture Trustee and Securities
                  Administrator.

              	
                121

              
	
                SECTION
                  8.07. Resignation or Removal of the Indenture Trustee or the Securities
                  Administrator.

              	
                121

              
	
                SECTION
                  8.08. Successor Securities Administrator.

              	
                123

              
	
                SECTION
                  8.09. Merger or Consolidation of Indenture Trustee or Securities
                  Administrator.

              	
                123

              
	
                SECTION
                  8.10. [Reserved].

              	
                124

              
	
                SECTION
                  8.11. [Reserved].

              	
                124

              
	
                SECTION
                  8.12. Trustee May Enforce Claims Without Possession of
                  Notes.

              	
                124

              
	
                SECTION
                  8.13. Suits for Enforcement.

              	
                125

              
	
                SECTION
                  8.14. Waiver of Bond Requirements.

              	
                125

              
	
                SECTION
                  8.15. Waiver of Inventory, Accounting and Appraisal
                  Requirement.

              	
                125

              
	
                SECTION
                  8.16. Appointment of Custodian.

              	
                125

              
	
                SECTION
                  8.17. Auction Administration Agreement; Auction Swap
                  Agreement.

              	
                126

              
	
                SECTION
                  8.18. Yield Maintenance Counterparty Tax Form.

              	
                126

              
	 	 
	
                ARTICLE
                  IX [Reserved]

              	
                126

              
	 	 
	
                ARTICLE
                  X TERMINATION

              	
                126

              
	 	 
	
                SECTION
                  10.01. Termination; Clean-Up Call.

              	
                126

              
	
                SECTION
                  10.02. [Reserved].

              	
                128

              
	
                SECTION
                  10.03. Optional Purchase of Notes.

              	
                128

              
	 	 
	
                ARTICLE
                  XI [Reserved]

              	
                129

              
	 	 
	
                ARTICLE
                  XII MISCELLANEOUS PROVISIONS

              	
                129

              


      

       

      
        
          
          

        

        
          iii

          
            

          

        

        
          
          

        

         

      

      
        	 	 
	
                SECTION
                  12.01. Amendment.

              	
                129

              
	
                SECTION
                  12.02. Recordation of Agreement; Counterparts.

              	
                131

              
	
                SECTION
                  12.03. [Reserved].

              	
                131

              
	
                SECTION
                  12.04. Governing Law; Jurisdiction.

              	
                131

              
	
                SECTION
                  12.05. Notices.

              	
                131

              
	
                SECTION
                  12.06. Severability of Provisions.

              	
                132

              
	
                SECTION
                  12.07. Article and Section References.

              	
                132

              
	
                SECTION
                  12.08. Notice to the Rating Agencies.

              	
                132

              
	
                SECTION
                  12.09. Further Assurances.

              	
                134

              
	
                SECTION
                  12.10. Benefits of Agreement.

              	
                134

              
	
                SECTION
                  12.11. [Reserved].

              	
                134

              
	
                SECTION
                  12.12. Successors and Assigns.

              	
                134

              
	
                SECTION
                  12.13. [Reserved].

              	
                134

              
	
                SECTION
                  12.14. Execution by the Issuer.

              	
                134

              


      

    

    


    EXHIBITS
      AND SCHEDULES:

     

    
      	
              Exhibit
                A

            	
              [Reserved]

            	
              A-1

            
	
              Exhibit
                B

            	
              [Reserved]

            	
              B-2

            
	
              Exhibit
                C

            	
              [Reserved]

            	
              C-1

            
	
              Exhibit
                D

            	
              [Reserved]

            	
              D-1

            
	
              Exhibit
                E

            	
              [Reserved]

            	
              E-1

            
	
              Exhibit
                F

            	
              Request
                for Release

            	
              F-1

            
	
              Exhibit
                G-1

            	
              Form
                of Receipt of Mortgage Note

            	
              G-1-1

            
	
              Exhibit
                G-2

            	
              Form
                of Interim Certificate of Indenture Trustee

            	
              G-2-1

            
	
              Exhibit
                G-3

            	
              Form
                of Final Certification of Indenture Trustee

            	
              G-3-1

            
	
              Exhibit
                H

            	
              Form
                of Lost Note Affidavit

            	
              H-1

            
	
              Exhibit
                I

            	
              [Reserved]

            	
              I-1

            
	
              Exhibit
                J-1

            	
              [Reserved]

            	
              J-1-1

            
	
              Exhibit
                J-2

            	
              [Reserved]

            	
              J-2-1

            
	
              Exhibit
                K

            	
              [Reserved]

            	
              K-1

            
	
              Exhibit
                L

            	
              [Reserved]

            	
              L-1

            
	
              Exhibit
                M

            	
              Form
                of Certificate of Trust

            	
              M-1

            
	
              Exhibit
                N

            	
              List
                of Servicers and Servicing Agreements

            	
              N-1

            
	
              Exhibit
                O

            	
              Notice
                of Exercise of Optional Notes Purchase Right

            	
              O-1

            
	
              Exhibit
                P

            	
              [Reserved]

            	
              P-1

            
	
              Exhibit
                Q

            	
              Servicing
                Criteria

            	
              Q-1

            
	
              Exhibit
                R

            	
              Additional
                Form 10-D Disclosure

            	
              R-1

            
	
              Exhibit
                S

            	
              Additional
                Form 10-K Disclosure

            	
              S-1

            
	
              Exhibit
                T

            	
              Form
                8-K Disclosure Information

            	
              T-1

            
	
              Exhibit
                U

            	
              Form
                of Additional Disclosure Notification

            	
              U-1

            
	
               

            	 	 
	
              Schedule
                I

            	
              Mortgage
                Loan Schedule

            	 
	 	 	 


    

     

     

    
      
        
        

      

      
        iv

        
          

        

      

      
        
        

      

       

      
        This
          SALE
          AND SERVICING AGREEMENT, dated as of February 1, 2007 (the “Agreement”),
          is by
          and among THORNBURG MORTGAGE SECURITIES TRUST 2007-1, a Delaware statutory
          trust, as issuer (the “Issuer”),
          THORNBURG MORTGAGE HOME LOANS, INC., a Delaware corporation, as initial
          seller
          (the “Initial
          Seller”)
          and
          sponsor (the “Sponsor”),
          THORNBURG MORTGAGE FUNDING, INC., a Delaware corporation, as seller (the
          “Seller”),
          STRUCTURED ASSET SECURITIES CORPORATION, a Delaware corporation, as depositor
          (the “Depositor”),
          WELLS
          FARGO BANK, N.A., a national banking association, as master servicer (in
          such
          capacity, the “Master
          Servicer”)
          and as
          securities administrator (in such capacity, the “Securities
          Administrator”)
          and
          LASALLE BANK NATIONAL ASSOCIATION, a national banking association, as indenture
          trustee (the “Indenture Trustee”)
          and
          custodian (“Custodian”).

         

        PRELIMINARY
          STATEMENT:

         

        WHEREAS,
          on or prior to the Closing Date the Seller has acquired all of the rights,
          title
          and interest of the Initial Seller in and to certain residential mortgage
          loans
          identified in Schedule I hereto, the related mortgages and other related
          assets
          (the “Mortgage
          Loans”),
          together with certain contractual rights under agreements set forth in
          Exhibit N
          hereto relating to the servicing of the Mortgage Loans (collectively, the
          “Contractual
          Rights”)
          and
          rights with respect to the enforcement of certain representations and warranties
          made by the Initial Seller in the TMFI Mortgage Loan Purchase Agreement
          relating
          to the Mortgage Loans (the “TMFI Contractual
          Rights”),
          and
          on or prior to the Closing Date is the owner of the Mortgage Loans, the
          Contractual Rights and the TMFI Contractual Rights;

         

        WHEREAS,
          the Depositor has acquired all of the rights, title and interest of the
          Seller
          in and to the Mortgage Loans, the Contractual Rights and the TMFI Contractual
          Rights pursuant to the SASCO Mortgage Loan Purchase Agreement, and, at
          the
          Closing Date is the owner of the Mortgage Loans, the Contractual Rights
          and the
          TMFI Contractual Rights being conveyed by the Depositor to the Issuer for
          inclusion in the Trust Estate;

         

        WHEREAS,
          the Depositor has duly authorized the execution and delivery of this Agreement
          to provide for the conveyance to the Issuer of the Mortgage Loans, the
          Contractual Rights, the TMFI Contractual Rights and certain other property
          constituting the Trust Estate, and to provide for master servicing of the
          Mortgage Loans by the Master Servicer;

         

        WHEREAS,
          on the Closing Date, the Depositor will acquire the Notes and the Ownership
          Certificates from the Issuer as consideration for its transfer to the Issuer
          of
          the Mortgage Loans, the Contractual Rights, the TMFI Contractual Rights
          and
          certain other property constituting the Trust Estate; 

         

        
          WHEREAS,
            pursuant to the Indenture, the Issuer will pledge the Mortgage Loans,
            the
            Contractual Rights, the TMFI Contractual Rights, the Yield Maintenance
            Agreements and certain other property constituting the Trust Estate to
            the
            Indenture Trustee as security for the Notes;

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


         

        WHEREAS,
          the Master Servicer shall be obligated under this Agreement, among other
          things,
          to monitor the servicing of the Mortgage Loans by the Servicers on behalf
          of the
          Issuer as provided herein;

         

        WHEREAS,
          the Issuer desires to have the Securities Administrator perform certain
          duties
          consistent with the terms of this Agreement; and

         

        WHEREAS,
          the Securities Administrator has the capacity to provide the services required
          hereby and is willing to perform such services on the terms set forth
          herein.

         

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

         

        The
          following table sets forth (or describes) the Class designation, Note Interest
          Rate, Initial Class Principal Amount (or Class Notional Amount) and minimum
          denomination for each Class of Notes issued pursuant to the
          Indenture:

        
          	
                   

                   

                   

                  Class

                  Designation

                	 	
                   

                   

                   

                  Note
                    Interest

                  Rate

                	 	
                   

                  Initial

                  Class
                    Principal

                  Amount
                    or Class

                  Notional
                    Amount

                	 	
                   

                   

                   

                  Minimum

                  Denominations

                
	
                  Class
                    A-1

                	 	
                  (1)

                	 	
                  $  126,679,000

                	 	
                  $25,000

                
	
                  Class
                    A-2A

                	 	
                  (2)

                	 	
                  $    30,000,000

                	 	
                  $25,000

                
	
                  Class
                    A-2B

                	 	
                  (2)

                	 	
                  $  541,441,000

                	 	
                  $25,000

                
	
                  Class
                    A-2C

                	 	
                  (2)

                	 	
                  $    60,160,000

                	 	
                  $25,000

                
	
                  Class
                    A-3A

                	 	
                  (3)

                	 	
                  $  578,188,000

                	 	
                  $25,000

                
	
                  Class
                    A-3B

                	 	
                  (3)

                	 	
                  $    64,244,000

                	 	
                  $25,000

                
	
                  Class
                    A-X

                	 	
                  (4)

                	 	
                  $1,400,712,000(6)

                	 	
                  $100,000

                
	
                  Class
                    B-1

                	 	
                  (5)

                	 	
                  $    24,012,000

                	 	
                  $100,000

                
	
                  Class
                    B-2

                	 	
                  (5)

                	 	
                  $    10,187,000

                	 	
                  $100,000

                
	
                  Class
                    B-3

                	 	
                  (5)

                	 	
                  $      5,821,000

                	 	
                  $100,000

                
	
                  Class
                    B-4

                	 	
                  (5)

                	 	
                  $      6,548,000

                	 	
                  $100,000

                
	
                  Class
                    B-5

                	 	
                  (5)

                	 	
                  $      5,093,000

                	 	
                  $100,000

                
	
                  Class
                    B-6

                	 	
                  (5)

                	 	
                  $      2,913,818

                	 	
                  $100,000

                


        

         

        _______________

         

        
          	
                  (1)

                	
                  On
                    or before the Auction Payment Date, the Note Interest Rate with
                    respect to
                    any Payment Date (and related Accrual Period) with respect to
                    the Class
                    A-1 Notes will be an annual rate equal to the sum of One-Month
                    LIBOR and
                    0.110%. After the Auction Payment Date, the Note Interest Rate
                    with
                    respect to any Payment Date (and related Accrual Period) with
                    respect to
                    the Class A-1 Notes will be an annual rate equal to the least
                    of (i)
                    One-Year LIBOR plus 1.300% and (ii) the related Class A Available
                    Funds
                    Cap Rate. 

                


        

        
          	
                  (2)

                	
                  On
                    or before the Auction Payment Date, the Note Interest Rate with
                    respect to
                    any Payment Date (and related Accrual Period) with respect to
                    the Class
                    A-2A Notes, Class A-2B Notes and A-2C Notes will be an annual
                    rate equal
                    to the sum of One-Month LIBOR and 0.110% (in the case of the
                    Class A-2A
                    Notes), One-Month LIBOR plus 0.100% (in the case of the Class
                    A-2B Notes)
                    and One-Month LIBOR, plus 0.140% (in the case of the Class A-2C
                    Notes).
                    After the Auction Payment Date and up to and including the Payment
                    Date in
                    January 2014, the Note Interest Rate with respect to any Payment
                    Date (and
                    related Accrual Period) with respect to the Class A-2A Notes,
                    Class A-2 B
                    Notes and Class A-2C Notes will be an annual rate equal to the
                    lesser of
                    (i) 5.800% and (ii) the related Class A Available Funds Cap Rate.
                    After
                    the Payment Date in January 2014, the Note Interest Rate with
                    respect to
                    any Payment Date (and related Accrual Period) for the Class A-2A,
                    Class
                    A-2B and Class A-2C Notes will be an annual rate equal to the
                    least of (i)
                    One-Year LIBOR plus 1.300%, (ii) 10.750% and (iii) the related
                    Available
                    Funds Cap Rate. 

                


        


        
          
            
            

          

          
            2

            
              

            

          

          
            
            

          

        


         

        
          	
                  (3)

                	
                  On
                    or before the Auction Payment Date, the Note Interest Rate with
                    respect to
                    any Payment Date (and related Accrual Period) for the Class A-3A
                    Notes and
                    Class A-3B Notes will be an annual rate equal to the sum of One-Month
                    LIBOR plus 0.100% (in the case of the Class A-3A Notes) and One-Month
                    LIBOR plus 0.140% (in the case of the Class A-3B Notes). After
                    the Auction
                    Payment Date up to and including the Payment Date in December
                    2016, the
                    Note Interest Rate with respect to any Payment Date (and related
                    Accrual
                    Period) for the Class A-3A Notes and Class A-3B Notes will be
                    an annual
                    rate equal to the lesser of (i) 5.800% and (ii) the related Class
                    A
                    Available Funds Cap Rate. After the Payment Date in December
                    2016, the
                    Note Interest Rate with respect to any Payment Date (and related
                    Accrual
                    Period) for the Class A-3A and Class A-3B Notes will be an annual
                    rate
                    equal to the least of (i) One-Year LIBOR plus 1.300%, (ii) 10.750%
                    and
                    (ii) the related Class A Available Funds Cap
                    Rate.

                


        

        
          	
                  (4)

                	
                  The
                    Note Interest Rate of the Class A-X Notes on any Payment Date
                    (and related
                    Accrual Period) will equal an annual rate (not less than zero)
                    calculated
                    as (A) the product of (i) the excess, if any, of (x) the weighted
                    average of the Class A Available Funds Cap Rates of the Group
                    1 Notes,
                    Group 2 Notes and Group 3 Notes for such Payment Date, weighted
                    based on
                    the relative aggregate Class Principal Amounts of the Group 1
                    Notes, Group
                    2 Notes and Group 3 Notes immediately before such Payment Date,
                    over (y)
                    the weighted average of the Note Interest Rates of Group 1 Notes,
                    Group 2
                    Notes and Group 3 Notes for such Payment Date, weighted based
                    on the
                    relative aggregate Class Principal Amounts of the Group 1 Notes,
                    Group 2
                    Notes and Group 3 Notes immediately before such Payment Date
                    multiplied by
                    (ii) the quotient of the actual number of days in the related Accrual
                    Period divided by 30 minus (B) the product of (I) the sum of
                    (1) the Class A Deferred Amounts for such Payment Date and
                    (2) the Class A Available Funds Cap Shortfalls for such Payment Date
                    and (II) 12, divided by the Class Notional Amount of the Class A-X
                    Notes.

                


        

        
          	
                  (5)

                	
                  On
                    or before the Auction Payment Date, the Note Interest Rates with
                    respect
                    to any Payment Date (and related Accrual Period) with respect
                    to the Class
                    B-1 Notes, Class B-2 Notes, Class B-3 Notes, Class B-4 Notes,
                    Class B-5
                    Notes and Class B-6 Notes will be equal to the weighted average
                    of the
                    Available Funds Cap Rate applicable to each Mortgage Loan Group,
                    weighted
                    based on the Subordinate Component of each such Mortgage Loan
                    Group. After
                    the Auction Payment Date, the Note Interest Rates with respect
                    to any
                    Payment Date (and related Accrual Period) with respect to the
                    Class B-1
                    Notes, Class B-2 Notes, Class B-3 Notes, Class B-4 Notes, Class
                    B-5 Notes
                    and Class B-6 Notes will equal the excess, if any, of (a) the
                    weighted
                    average of the Available Funds Cap Rate applicable to each Mortgage
                    Loan
                    Group, weighted based on the Subordinate Component of each such
                    Mortgage
                    Loan Group over (b) an annual rate equal to the aggregate of
                    (i) the
                    product of any remaining Class A Available Funds Cap Shortfalls
                    for such
                    Payment Date after taking into account the reduction in the Class
                    A-X Note
                    Interest Rate by any Class A Available Funds Cap Shortfalls,
                    multiplied by
                    12 and divided by (ii) the aggregate of the Class Principal Amounts
                    of the
                    Class B-1 Notes, Class B-2 Notes, Class B-3 Notes, Class B-4
                    Notes, Class
                    B-5 Notes and Class B-6 Notes immediately before such Payment
                    Date.

                


        

        
          	
                  (6)

                	
                  The
                    Class A-X Notes are interest-only Notes which accrue interest
                    at the
                    applicable Note Interest Rate (as described in footnote (4) of
                    this table)
                    based on a Class Notional Amount for any Payment Date equal to
                    the
                    aggregate Class Principal Amount of the Offered
                    Notes.

                


        

        

          
            
              
              

            

            
              3

              
                

              

            

            
              
              

            

          



        ARTICLE
          I

         

        DEFINITIONS

         

        SECTION
          1.01. Defined
          Terms.

         

        Whenever
          used in this Agreement or in the Preliminary Statement, the following words
          and
          phrases, unless the context otherwise requires, shall have the meanings
          specified in this Article. 

         

        “10%
          Clean-Up Call Date”:
          As
          defined in Section 10.01(a).

         

        “10%
          Clean-Up Call Right”:
          The
          option of Thornburg or its assignee to call the Notes on the 10% Clean-Up
          Call
          Date.

         

        “10-K
          Filing Deadline”:
          As
          defined in Section 3.19(b).

         

        “1-Month
          LIBOR”:
          With
          respect to the Mortgage Loans, the average of interbank offered rates for
          one
          month U.S. dollar deposits in the London market based on quotations of
          major
          banks.

         

        
          “1-Month
            LIBOR Indexed”:
            Indicates a Mortgage Loan that has an adjustable Loan Rate calculated
            on the
            basis of 1-Month LIBOR.

        

         

        “1-Year
          CMT”:
          With
          respect to the Mortgage Loans, the weekly average yield on United States
          Treasury securities adjusted to a constant maturity of one year as published
          by
          the Federal Reserve Board in Statistical Release H.15(519).

         

        
          “1-Year
            LIBOR Indexed”:
            Indicates a Mortgage Loan that has an adjustable Loan Rate calculated
            on the
            basis of 1-Year LIBOR.

        

         

        “1-Year
          CMT Indexed”:
          Indicates a Mortgage Loan that has an adjustable Loan Rate calculated on
          the
          basis of 1-Year CMT. 

         

        “1-Year
          LIBOR”:
          With
          respect to the Mortgage Loans, the average of interbank offered rates for
          one-year U.S. dollar deposits in the London market based on quotations
          of major
          banks.

         

        “1-Year
          LIBOR Indexed”:
          Indicates a Mortgage Loan that has an adjustable Loan Rate calculated on
          the
          basis of 1-Year LIBOR.

         

        “6-Month
          LIBOR”:
          With
          respect to the Mortgage Loans, the average of interbank offered rates for
          six-month U.S. dollar deposits in the London market based on quotations
          of major
          banks.

         

        “6-Month
          LIBOR Indexed”:
          Indicates a Mortgage Loan that has an adjustable Loan Rate calculated on
          the
          basis of 6-Month LIBOR.


        
          
            
            

          

          
            4

            
              

            

          

          
            
            

          

        


         

        “Accepted
          Master Servicing Practices”:
          With
          respect to any Mortgage Loan, as applicable, either (x) those customary
          mortgage
          servicing practices of prudent mortgage servicing institutions that 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 Indenture Trustee (as successor Master Servicer) or the
          Master
          Servicer (except in its capacity as a Servicer or as a successor to another
          Servicer), or (y) as provided in the applicable Servicing Agreement, to
          the
          extent applicable to any Servicer, but in no event below the standard set
          forth
          in clause (x).

         

        “Accrual
          Period”:
          With
          respect to each Payment Date and each Class of Offered Notes, the period
          beginning on the prior Payment Date (or the Closing Date, in the case of
          the
          first Payment Date) and ending on the day immediately preceding such Payment
          Date. Interest for such Classes will be calculated based upon a 360-day
          year and
          the actual number of days in each Accrual Period. With respect to each
          Payment
          Date and any Class A-X Notes and each Class of Subordinate Notes, the calendar
          month prior to the month of such Payment Date. Interest for such Classes
          will be
          calculated based upon a 360-day year consisting of twelve 30-day
          months.

         

        “Additional
          Collateral”:
          With
          respect to any Additional Collateral Mortgage Loan, the marketable securities
          or
          other assets subject to a security interest pursuant to the related pledge
          agreement.

         

        “Additional
          Collateral Mortgage Loan”:
          Each
          Mortgage Loan identified as such in the Mortgage Loan Schedule and as to
          which
          Additional Collateral is then required to be provided as security
          therefor.

         

        “Additional
          Disclosure Notification”:
          As
          defined in Section 3.19(a).

         

        “Additional
          Form 10-D Disclosure”:
          As
          defined in Section 3.19(a).

         

        “Additional
          Form 10-K Disclosure”:
          As
          defined in Section 3.19(b).

         

        “Adjustment
          Date”:
          With
          respect to each Mortgage Loan, each adjustment date on which the related
          Loan
          Rate changes pursuant to the related Mortgage Note. The first Adjustment
          Date
          following the Cut-Off Date as to each Mortgage Loan is set forth in the
          Mortgage
          Loan Schedule.

         

        “Administration
          Agreement”.
          The
          Administration Agreement dated as of February 1, 2007 among the Issuer,
          the
          Owner Trustee, the Depositor and the Securities Administrator.

         

        “Advance”:
          As to
          any Mortgage Loan or REO Property, any advance made by the Master Servicer
          (including the Indenture Trustee in its capacity as successor Master Servicer)
          in respect of any Payment Date pursuant to Section 5.05.

         

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


        
          
            
            

          

          
            5

            
              

            

          

          
            
            

          

        


         

        “Aggregate
          Subordinate Percentage”:
          As to
          any Payment Date, the percentage equivalent of a fraction, the numerator
          of
          which is the aggregate of the Class Principal Amounts of the Classes of
          Subordinate Notes and the denominator of which is the sum of (i) the Pool
          Balance for such Payment Date and (ii) amounts, if any, on deposit in the
          Reserve Fund for such Payment Date.

         

        “Agreement”:
          This
          Sale and Servicing Agreement, dated as of February 1, 2007, as amended,
          supplemented and otherwise modified from time to time.

         

        “Applicable
          Credit Support Percentage”:
          As
          defined in Section 5.01(e).

         

        “Assignment”:
          As to
          any Mortgage, an assignment of mortgage, notice of transfer or equivalent
          instrument, in recordable form, which is sufficient, under the laws of
          the
          jurisdiction in which the related Mortgaged Property is located, to reflect
          or
          record the sale of such Mortgage.

         

        “Auction
          Administrator”:
          As
          defined in Section 8.17. 

         

        “Auction
          Administration Agreement”:
          The
          Auction Administration Agreement dated as of February 27, 2007 between
          the
          Auction Swap Counterparty and the Auction Administrator.

         

        “Auction
          Notes”:
          The
          Offered Notes.

         

        “Auction
          Payment Date”:
          The
          Payment Date in February 2012.

         

        “Auction
          Proceeds Account”:
          The
          account maintained by the Auction Administrator pursuant to the Auction
          Administration Agreement.

         

        “Auction
          Swap Agreement”:
          The
          swap agreement dated February 27, 2007 by and between the Auction Swap
          Counterparty and the Auction Administrator, including the ISDA Master Agreement
          between the Auction Swap Counterparty and the Auction Administrator, the
          schedule thereto and the related confirmation External ID: 9379501 / Risk
          ID:
          570490011), dated as of February 27, 2007.

         

        “Auction
          Swap Counterparty”:
          Credit
          Suisse International.

         

        “Available
          Funds”:
          With
          respect to any Payment Date and any Mortgage Loan Group, the sum of the
          Interest
          Distribution Amount for such Payment Date and the Principal Distribution
          Amount
          for such Payment Date.

         

        “Available
          Funds Cap Rate”:
          With
          respect to any Payment Date and any Mortgage Loan Group, the per annum
          rate
          equal to the product of (1) the fraction, expressed as a percentage, the
          numerator of which is the Interest Distribution Amount for that Mortgage
          Loan
          Group for the related Due Period and the denominator of which is the sum
          of the
          Class Principal Amounts of the Offered Notes related to such Mortgage Loan
          Group
          and the Subordinate Component related to such Mortgage Loan Group immediately
          prior to such Payment Date, and (2) 12.


        
          
            
            

          

          
            6

            
              

            

          

          
            
            

          

        


         

        “Back-Up
          Certification”:
          As
          defined in Section 3.18.

         

        “Base
          Value”:
          With
          respect to any Mortgage Loan for which Additional Collateral has been pledged,
          the value of the Additional Collateral as determined with respect to that
          Mortgage Loan in accordance with the applicable underwriting
          guidelines.

         

        “Book-Entry
          Notes”:
          As
          defined in the Indenture.

         

        “Business
          Day”:
          Any
          day other than a Saturday, a Sunday or a day on which banking or savings
          institutions in the State of Minnesota, the State of Maryland, the State
          of
          Illinois, the State of New York or in the city in which the Corporate Trust
          Office of the Indenture Trustee is located are authorized or obligated
          by law or
          executive order to be closed.

         

        “Certificateholder”:
          The
          holder of Ownership Certificates.

         

        “Certificate
          Distribution Account”:
          The
          account maintained by the Securities Administrator pursuant to Section
          4.05 for
          the benefit of the Issuer and the Certificateholders.

         

        “Certificate
          of Trust”:
          The
          certificate of trust filed with the Delaware Secretary of State on February
          23,
          2007 in respect of the Issuer pursuant to Section 3810 of the Delaware
          Trust
          Statute.

         

        “Certificate
          Register”:
          As
          defined in the Trust Agreement.

         

        “Certifying
          Person”:
          As
          defined in Section 3.18.

         

        “Class”:
          Collectively, Notes that have the same priority of payment and bear the
          same
          class designation and the form of which is identical except for variation
          in the
          Percentage Interest evidenced thereby.

         

        “Class
          A-1 Margin”:
          0.110%

         

        “Class
          A-2A Margin”:
          0.110%

         

        “Class
          A-2B Margin”:
          0.100%

         

        “Class
          A-2C Margin”:
          0.140%

         

        “Class
          A-3A Margin”:
          0.100%

         

        “Class
          A-3B Margin”:
          0.140%


        
          
            
            

          

          
            7

            
              

            

          

          
            
            

          

        


         

        “Class
          A-1 Note”:
          Any of
          the Class A-1 Notes as designated on the face thereof, executed by the
          Issuer
          and authenticated and delivered by the Securities Administrator, substantially
          in the form annexed as Exhibit A-1 of the Indenture.

         

        “Class
          A-2A Note”:
          Any of
          the Class A-2A Notes as designated on the face thereof, executed by the
          Issuer
          and authenticated and delivered by the Securities Administrator, substantially
          in the form annexed as Exhibit A-1 of the Indenture.

         

        “Class
          A-2B Note”:
          Any of
          the Class A-2B Notes as designated on the face thereof, executed by the
          Issuer
          and authenticated and delivered by the Securities Administrator, substantially
          in the form annexed as Exhibit A-1 of the Indenture.

         

        “Class
          A-2C Note”:
          Any of
          the Class A-2C Notes as designated on the face thereof, executed by the
          Issuer
          and authenticated and delivered by the Securities Administrator, substantially
          in the form annexed as Exhibit A-1 of the Indenture.

         

        “Class
          A-3A Note”:
          Any of
          the Class A-3A Notes as designated on the face thereof, executed by the
          Issuer
          and authenticated and delivered by the Securities Administrator, substantially
          in the form annexed as Exhibit A-1 of the Indenture.

         

        “Class
          A-3B Note”:
          Any of
          the Class A-3B Notes as designated on the face thereof, executed by the
          Issuer
          and authenticated and delivered by the Securities Administrator, substantially
          in the form annexed as Exhibit A-1 of the Indenture.

         

        “Class
          A Available Funds Cap Rate”:
          With
          respect to any Payment Date and any Class of Offered Notes, a per annum
          rate
          equal to the product of (1) the Available Funds Cap Rate of the related
          Mortgage
          Loan Group and (2) 30 divided by the actual number of days in the related
          Accrual Period.

         

        “Class
          A Available Funds Cap Shortfalls”:
          With
          respect to any Payment Date and any Class of Offered Notes, an amount,
          if any,
          equal to the sum of (i) the excess of the amount of interest that would
          have
          accrued on that Class of Offered Notes for the related Accrual Period had
          the
          applicable Note Interest Rate been determined without regard to the applicable
          Class A Available Funds Cap Rate over the amount of interest actually accrued
          on
          such Class of Offered Notes for such Accrual Period, (ii) any amounts described
          in clause (i) above for prior Payment Dates that remain unpaid, and (iii)
          interest on the amount described in clause (ii) at the applicable Note
          Interest
          Rate determined without regard to the applicable Class A Available Funds
          Cap
          Rate.

         

        “Class
          A Deferred Amount”:
          For
          each Payment Date and for each Class of Offered Notes, the amount by which
          (x)
          the aggregate of any Realized Losses previously applied in reduction of
          the
          Class Principal Amount thereof exceeds (y) the sum of (1) the aggregate
          of
          amounts previously distributed in reimbursement thereof and (2) the amount
          by
          which the Class Principal Amount of such Class has been increased due to
          any
          Subsequent Recovery.


        
          
            
            

          

          
            8

            
              

            

          

          
            
            

          

        


         

        “Class
          A-X Note”:
          Any of
          the Class A-X Notes as designated on the face thereof, executed by the Issuer
          and authenticated and delivered by the Securities Administrator, substantially
          in the form annexed as Exhibit A-2 of the Indenture.

         

        “Class
          B-1 Note”:
          Any of
          the Class B-1 Notes as designated on the face thereof, executed by the
          Issuer
          and authenticated and delivered by the Securities Administrator, substantially
          in the form annexed as Exhibit A-2 of the Indenture.

         

        “Class
          B-2 Note”:
          Any of
          the Class B-2 Notes as designated on the face thereof, executed by the
          Issuer
          and authenticated and delivered by the Securities Administrator, substantially
          in the form annexed as Exhibit A-2 of the Indenture.

         

        “Class
          B-3 Note”:
          Any of
          the Class B-3 Notes as designated on the face thereof, executed by the
          Issuer
          and authenticated and delivered by the Securities Administrator, substantially
          in the form annexed as Exhibit A-2 of the Indenture.

         

        “Class
          B-4 Note”:
          Any of
          the Class B-4 Notes as designated on the face thereof, executed by the
          Issuer
          and authenticated and delivered by the Securities Administrator, substantially
          in the form annexed as Exhibit A-2 of the Indenture.

         

        “Class
          B-5 Note”:
          Any of
          the Class B-5 Notes as designated on the face thereof, executed by the
          Issuer
          and authenticated and delivered by the Securities Administrator, substantially
          in the form annexed as Exhibit A-2 of the Indenture.

         

        “Class
          B-6 Note”:
          Any of
          the Class B-6 Notes as designated on the face thereof, executed by the
          Issuer
          and authenticated and delivered by the Securities Administrator, substantially
          in the form annexed as Exhibit A-2 of the Indenture.

         

        “Class
          Notional Amount”:
          With
          respect to the Class A-X Notes and any Payment Date, the sum of the Class
          Principal Amounts of the Offered Notes immediately before such Payment
          Date.

         

        “Class
          Principal Amount”:
          As to
          any Payment Date, with respect to any Class of Notes (other than the Class
          A-X
          Notes), the initial Class Principal Amount as set forth in the table in
          the
          Preliminary Statement hereto as reduced by the sum of (x) all amounts actually
          distributed in respect of principal of that Class on all prior Payment
          Dates,
          (y) all Realized Losses, if any, actually allocated to that Class on all
          prior
          Payment Dates and (z) any applicable Writedown Amount; provided,
          however,
          that
          pursuant to Section 5.10, the Class Principal Amount of a Class of Notes
          may be
          increased up to the amount of Realized Losses previously allocated to such
          Class, in the event that there is a Subsequent Recovery on a Mortgage Loan,
          and
          the Note Principal Amount of any individual Note of such Class will be
          increased
          by its pro
          rata
          share of
          the increase to such Class.

         

        “Class
          Subordination Percentage”:
          With
          respect to each Class of Subordinate Notes and any Payment Date, the percentage
          equivalent of a fraction the numerator of which is the Class Principal
          Amount of
          such Class immediately before such Payment Date and the denominator of
          which is
          the aggregate of the Class Principal Amounts of all Classes of Notes immediately
          before such Payment Date.


        
          
            
            

          

          
            9

            
              

            

          

          
            
            

          

        


         

        “Clean-Up
          Call Date”:
          As
          defined in Section 10.01(a).

         

      

      
        “Clean-Up
          Call Purchase Price”:
          As
          defined in Section 10.01(a).

         

        “Clean-Up
          Call Right”:
          Either
          the Master Servicer Clean-Up Call Right or the 10% Clean-Up Call Right,
          as
          applicable.

         

        “Close
          of Business”:
          As
          used herein, with respect to any Business Day and location, 5:00 p.m. at
          such
          location.

         

        “Closing
          Date”:
          February 27, 2007.

         

        “Code”:
          The
          Internal Revenue Code of 1986, as amended.

         

        “Collection
          Account”:
          The
          trust account or accounts created and maintained by the Securities Administrator
          pursuant to Section 4.02 hereof which shall be entitled “Collection Account,
          Wells Fargo Bank, N.A., as Securities Intermediary for LaSalle Bank National
          Association, as Indenture Trustee, in trust for the registered Noteholders
          of
          Thornburg Mortgage Securities Trust 2007-1, Mortgage-Backed Notes, Series
          2007-1” and which must be an Eligible Account.

         

        “Commission”:
          U.S.
          Securities and Exchange Commission.

         

        “Compensating
          Interest Payment”:
          With
          respect to any Payment Date, an
          amount
          equal to the amount, if any, by which (x) the aggregate
          amount
          of any Interest Shortfalls (excluding for such purpose all shortfalls as
          a
          result of Relief Act Reductions) required to be paid by the Servicers pursuant
          to the related Servicing Agreement with respect to such Payment Date, exceeds
          (y) the aggregate amount actually paid by the Servicers in respect of such
          shortfalls; provided,
          that
          such
          amount, to the extent payable by the Master Servicer, shall not exceed
          the
          aggregate Master Servicing Fee that would be payable to the Master Servicer
          in
          respect of such Payment Date without giving effect to any Compensating
          Interest
          Payment.
          

         

        “Contractual
          Rights”:
          As
          defined in the Preliminary Statement.

         

        “Control”:
          The
          meaning specified in Section 8-106 of the New York UCC.

         

        “Converted
          Mortgage Loan”:
          Any
          Mortgage Loan as to which the Mortgagor thereunder has exercised its right
          under
          the related Mortgage Note to convert the adjustable Loan Rate thereon to
          a fixed
          Loan Rate.

         

        “Converted
          Mortgage Loan Schedule”:
          With
          respect to each Payment Date, a schedule prepared by the Master Servicer
          pursuant to Section 3.25(c) listing each Convertible Mortgage Loan that
          has
          become a Converted Mortgage Loan during the immediately preceding Due Period,
          and the Purchase Price for each such Converted Mortgage Loan.


        
          
            
            

          

          
            10

            
              

            

          

          
            
            

          

        


         

        “Convertible
          Mortgage Loan”:
          Any
          Mortgage Loan which, at the option of the Mortgagor and in accordance with
          the
          terms of the related Mortgage Note, may have the related Mortgage Rate
          converted
          from an adjustable rate to a fixed rate.

         

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

         

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

         

        “Cooperative
          Loan Documents”:
          As to
          any Cooperative Loan, (i) the Cooperative Shares, together with a stock
          power in
          blank; (ii) the original or a copy of the executed Security Agreement and
          the
          assignment of the Security Agreement in blank; (iii) the original or a
          copy of
          the executed Proprietary Lease and the original assignment of the Proprietary
          Lease endorsed in blank; (iv) the original, if available, or a copy of
          the
          executed Recognition Agreement and, if available, the original 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 Amendments (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”:
          With
          respect to the Indenture Trustee, the principal corporate trust office
          of the
          Indenture Trustee at which at any particular time its corporate trust business
          in connection with this Agreement shall be administered, which office at
          the
          date of the execution of this instrument is located at 135 South LaSalle
          Street,
          Suite 1511, Chicago, IL 60603, Attention: Global Securities and Trust Services,
          Thornburg 2007-1, or at such other address as the Indenture Trustee may
          designate from time to time by notice to the Noteholders, the Depositor
          and the
          Seller. With respect to the Securities Administrator and the Note Registrar
          and
          (i) presentment of Notes for registration of transfer, exchange or final
          payment, Wells Fargo Bank, National Association, Sixth Street and Marquette
          Avenue, Minneapolis, Minnesota 55479, Attention: Corporate Trust, Thornburg
          Mortgage Securities Trust 2007-1, and (ii) for all other purposes, P.O.
          Box 98,
          Columbia, Maryland 21046 (or for overnight deliveries, 9062 Old Annapolis
          Road,
          Columbia, Maryland 21045), Attention: Corporate Trust, Thornburg Mortgage
          Securities Trust 2007-1.


        
          
            
            

          

          
            11

            
              

            

          

          
            
            

          

        


         

        “Correspondent
          Sellers Guide”:
          The
          Initial Seller’s Correspondent Sellers Guide, revised June 5, 2006, as amended
          by Regulation AB Amendment dated December 1, 2005 and as revised and/or
          amended
          from time to time.

         

        “Current
          Interest”:
          On
          each Payment Date, the amount of interest which each Class of Notes is
          entitled
          to receive (to the extent of funds available) for the related Accrual Period,
          which is equal to (a) interest at the applicable Note Interest Rate on
          the Class
          Principal Amount or Class Notional Amount, as applicable, immediately prior
          to
          such Payment Date, of that Class plus (b) unpaid interest amounts consisting
          of
          the excess of all amounts calculated in accordance with clause (a) above
          on all
          prior Payment Dates over the amount actually distributed as interest on
          the
          prior Payment Dates.

         

        “Custodian”:
          LaSalle and its successors acting as custodian of the Mortgage
          Files.

         

        “Cut-Off
          Date”:
          With
          respect to any Mortgage Loan other than a Qualified Substitute Mortgage
          Loan,
          the Close of Business in New York City on February 1, 2007. With respect
          to any
          Qualified Substitute Mortgage Loan, the date designated as such on the
          Mortgage
          Loan Schedule (as amended).

         

        “Cut-Off
          Date Aggregate Principal Balance”:
          The
          aggregate of the Cut-Off Date Principal Balances of the Mortgage
          Loans.

         

        “Cut-Off
          Date Principal Balance”:
          With
          respect to any Mortgage Loan, the principal balance thereof remaining to
          be
          paid, after application of all scheduled principal payments due on or before
          the
          Cut-Off Date whether or not received as of the Cut-Off Date (or as of the
          applicable date of substitution with respect to a Qualified Substitute
          Mortgage
          Loan).

         

        “Definitive
          Notes”:
          As
          defined in the Indenture.

         

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

         

        “Deleted
          Mortgage Loan”:
          A
          Mortgage Loan replaced or to be replaced by one or more Qualified Substitute
          Mortgage Loans pursuant to Section 2.04.

         

        “Delinquent”:
          Any
          Mortgage Loan with respect to which the Monthly Payment due on a Due Date
          is not
          made by the succeeding Due Date.

         

        “Deposit
          Date”:
          The
          day in each calendar month on which the Securities Administrator is required
          to
          remit payments from the Collection Account to the Note Payment Account,
          which is
          the 24th
          day of
          each calendar month no later than 1:00 p.m. (New York City time) (or, if
          such
          24th
          day is
          not a Business Day, the immediately preceding Business Day).

         

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


        
          
            
            

          

          
            12

            
              

            

          

          
            
            

          

        


         

        “Determination
          Date”:
          For
          any Payment Date and each Mortgage Loan, the date each month, as set forth
          in
          the related Servicing Agreement, on which the related Servicer determines
          the
          amount of all funds required to be remitted to the Master Servicer on the
          Servicer Remittance Date with respect to the Mortgage Loans it is servicing.
          

         

        “Due
          Date”:
          With
          respect to each Mortgage Loan and any Payment Date, the first day of the
          calendar month in which such Payment Date occurs on which the Monthly Payment
          for such Mortgage Loan was due, exclusive of any days of grace.

         

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

         

        “Eligible
          Account”:
          Any of


         

        (i) an
          account or accounts maintained with a federal or state chartered depository
          institution or trust company the short-term unsecured debt obligations
          of which
          (or, in the case of a depository institution or trust company that is the
          principal subsidiary of a holding company, the short-term unsecured debt
          obligations of such holding company) are rated in the highest short term
          rating
          category of each Rating Agency at the time any amounts are held on deposit
          therein;

         

        (ii) an
          account or accounts the deposits in which are fully insured by the FDIC
          (to the
          limits established by it), the uninsured deposits in which account are
          otherwise
          secured such that, as evidenced by an Opinion of Counsel delivered to the
          Securities Administrator and the Indenture Trustee and to each Rating Agency,
          the Indenture Trustee on behalf of Noteholders will have a claim with respect
          to
          the funds in the account or a perfected first priority security interest
          against
          the collateral (which shall be limited to Permitted Investments) securing
          those
          funds that is superior to claims of any other depositors or creditors of
          the
          depository institution with which such account is maintained;

         

        (iii) a
          trust
          account or accounts maintained with the trust department of a federal or
          state
          chartered depository institution, national banking association or trust
          company
          acting in its fiduciary capacity; or 

         

        (iv) an
          account otherwise acceptable to each Rating Agency without reduction or
          withdrawal of its then current ratings of the Notes as evidenced by a letter
          from such Rating Agency to the Securities Administrator and the Indenture
          Trustee. Eligible Accounts may bear interest.

         

        “Employee
          Loan”:
          Any
          Mortgage Loan identified as such in the Mortgage Loan Schedule and which
          was
          originated by the Initial Seller, which provides for an increase in the
          Loan
          Rate thereof in the event of the change of employment of the Mortgagor
          thereunder.

         

        “Entitlement
          Order”:
          The
          meaning specified in Section 8-102(a)(8) of the New York UCC (i.e.,
          generally, orders directing the transfer or redemption of any Financial
          Asset).


        
          
            
            

          

          
            13

            
              

            

          

          
            
            

          

        


         

        “Event
          of Default”:
          In
          respect of the Master Servicer, one or more of the events (howsoever described)
          set forth in Section 7.01 hereof as an event or events upon the occurrence
          and
          continuation of which the Master Servicer may be terminated.

         

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

         

        “Expense
          Fee”:
          With
          respect to any Mortgage Loan, the sum of (w) the Retained Interest, if
          any, (x)
          the Master Servicing Fee and (y) the related Servicing Fee with respect
          to the
          related Servicer.

         

        “Expense
          Fee Rate”:
          With
          respect to any Mortgage Loan, the per annum rate at which the Expense Fee
          accrues for such Mortgage Loan as set forth in the Mortgage Loan
          Schedule.

         

        “Fannie
          Mae”:
          The
          Federal National Mortgage Association or any successor thereto.

         

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

         

        “Final
          Recovery Determination”:
          With
          respect to any defaulted Mortgage Loan or any REO Property (other than
          a
          Mortgage Loan or REO Property purchased by the Initial Seller, the Seller,
          TMI
          or Wells Fargo Bank, N.A., pursuant to or contemplated by Section 2.03,
          3.25 and
          10.01), a determination made by the related Servicer that all Insurance
          Proceeds, Liquidation Proceeds and other payments or recoveries which it
          expects
          to be finally recoverable in respect thereof have been so recovered.


         

        “Financial
          Asset”:
          The
          meaning specified in Section 8-102(a) of the New York UCC.

         

        “Five-Year
          Hybrid Mortgage Loans”:
          The
          Mortgage Loans identified as such and as set forth on Schedule I
          hereto.

         

        “Form
          8-K Disclosure Information”:
          As
          defined in Section 3.19(c).

         

        “Freddie
          Mac”:
          The
          Federal Home Loan Mortgage Corporation or any successor thereto.

         

        “Gross
          Margin”:
          With
          respect to each Mortgage Loan, the fixed percentage set forth in the related
          Mortgage Note that is added to the applicable Index on each Adjustment
          Date in
          accordance with the terms of the related Mortgage Note used to determine
          the
          Loan Rate for such Mortgage Loan.

         

        “Group
          1 Mortgage Loans”:
           A Mortgage
          Loan that is identified as such on the Mortgage Loan Schedule.

         

        “Group
          1 Notes”:
           The
          Class
          A-1 Notes.

         

        “Group
          1 Percentage”: For
          any
          Payment Date, the fraction, expressed as a percentage, the numerator of
          which is
          the aggregate Scheduled Principal Balance of the Group 1 Mortgage Loans
          for such
          Payment Date and the denominator of which is the Pool Balance for such
          Payment
          Date.


        
          
            
            

          

          
            14

            
              

            

          

          
            
            

          

        


         

        “Group
          1 Yield Maintenance Agreement”:
          The
          interest rate cap agreement by and between the Yield Maintenance Counterparty
          and the Securities Administrator, on behalf of the Issuer, including the
          related
          confirmation (Ref No. IRG16205287.2A), dated as of February 27, 2007 relating
          to
          the Group 1 Notes.

         

        “Group
          2 Mortgage Loans”: A Mortgage
          Loan that is identified as such on the Mortgage Loan Schedule.

         

        “Group
          2 Notes”: The
          Class
          A-2A, Class A-2B and Class A-2C Notes.

         

        “Group
          2 Percentage”: For
          any
          Payment Date, the fraction, expressed as a percentage, the numerator of
          which is
          the aggregate Scheduled Principal Balance of the Group 2 Mortgage Loans
          for such
          Payment Date and the denominator of which is the Pool Balance for such
          Payment
          Date.

         

        “Group
          2 Yield Maintenance Agreement”:
          The
          interest rate cap agreement by and between the Yield Maintenance Counterparty
          and the Securities Administrator, on behalf of the Issuer, including the
          related
          confirmation (Ref No. IRG16205310.2A), dated as of February 27, 2007 relating
          to
          the Group 2 Certificates.

         

        “Group
          3 Mortgage Loans”
          : A Mortgage
          Loan that is identified as such on the Mortgage Loan Schedule.

         

        “Group
          3 Notes”: The
          Class
          A-3A and Class A-3B Notes.

         

        “Group
          3 Percentage”: For
          any
          Payment Date, the fraction, expressed as a percentage, the numerator of
          which is
          the aggregate Scheduled Principal Balance of the Group 3 Mortgage Loans
          for such
          Payment Date and the denominator of which is the Pool Balance for such
          Payment
          Date.

         

        “Group
          3 Yield Maintenance Agreement”:
          The
          interest rate cap agreement by and between the Yield Maintenance Counterparty
          and the Securities Administrator, on behalf of the Issuer, including the
          related
          confirmation (Ref No. IRG16205313.2A), dated as of February 27, 2007 relating
          to
          the Group 3 Certificates.

         

        “Holder”
or
          “Securityholder”:
          The
          registered holder of any Note or Ownership Certificates as recorded on
          the books
          of the Note Registrar or the Certificate Registrar except that, solely
          for the
          purposes of taking any action or giving any consent pursuant to this Agreement,
          any Notes or Ownership Certificates registered in the name of the Depositor,
          the
          Master Servicer, the Securities Administrator, the Indenture Trustee or
          the
          Owner Trustee or any Affiliate thereof (unless any such Person owns 100%
          of such
          Class or a 100% beneficial ownership in the Ownership Certificate) 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 Indenture Trustee and the Securities Administrator
          shall
          be protected in relying upon any such consent, only Notes and Ownership
          Certificates which a Responsible Officer of the Indenture Trustee or the
          Securities Administrator has actual knowledge to be so held shall be
          disregarded. The Indenture Trustee and the Securities Administrator may
          request
          and conclusively rely on certifications by the Depositor
          in
          determining whether any Notes or Ownership Certificates are registered
          to an
          Affiliate of the Depositor.


        
          
            
            

          

          
            15

            
              

            

          

          
            
            

          

        


         

        “Indemnified
          Persons”:
          The
          Issuer, the Indenture Trustee (individually in its corporate capacity and
          in its
          capacity as Indenture Trustee), the Custodian, the Owner Trustee (individually
          in its corporate capacity and in its capacity as Owner Trustee), the Master
          Servicer, the Initial Seller, the Seller, the Depositor and the Securities
          Administrator (in all capacities hereunder) and their officers, directors,
          agents and employees and, with respect to the Indenture Trustee, any separate
          co-trustee and its officers, directors, agents and employees.

         

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

         

        “Indenture
          Trustee”:
          LaSalle Bank, National Association, not in its individual capacity but
          solely as
          Indenture Trustee, or any successor in interest which accepts its appointment
          as
          Indenture Trustee hereunder and agrees to act in such capacity in accordance
          herewith.

         

        
          “Indenture
            Trustee Fee”:
            The
            annual ongoing fee of the Indenture Trustee payable by the Master Servicer
            on
            behalf of the Issuer as provided in Section 8.05 and pursuant to the
            terms of a
            separate fee letter between the Indenture Trustee and
            Thornburg.

        

         

        “Independent”:
          When
          used with respect to any accountants, a Person who is “independent” within the
          meaning of Rule 2-01 of the Securities and Exchange Commission’ Regulation S.X.
          When used with respect to any other specified Person, any such Person who
          (a) is
          in fact independent of the Depositor and its Affiliates, (b) does not have
          any
          direct financial interest in or any material indirect financial interest
          in the
          Depositor or any Affiliate thereof, (c) is not connected with the Depositor
          or
          any Affiliate thereof 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”:
          With
          respect to each Mortgage Loan and each Adjustment Date, the index specified
          in
          the related Mortgage Note.

         

        “Initial
          Note Principal Amount”:
          With
          respect to any Notes (other than the Class A-X Notes), the amount designated
          “Original Principal Amount of this Note” on the face thereof.

         

        “Initial
          Note Notional Amount”:
          With
          respect to the Class A-X Notes, the amount designated “Original Notional Amount
          of this Note” on the face thereof.


        
          
            
            

          

          
            16

            
              

            

          

          
            
            

          

        


         

        “Initial
          One-Month LIBOR Rate”:
          5.320%

         

        “Initial
          Mortgage Loan Group 1 Balance”:
          $131,614,832.25.

         

        “Initial
          Mortgage Loan Group 2 Balance”:
          $656,209,515.21.

         

        “Initial
          Mortgage Loan Group 3 Balance”:
          $667,462,470.64.

         

        “Initial
          Seller”:
          Thornburg, in its capacity as seller under the TMFI Mortgage Loan Purchase
          Agreement.

         

        “Insurance
          Proceeds”:
          With
          respect to any Mortgage Loan, proceeds of any title policy, hazard policy
          or
          other insurance policy covering a Mortgage Loan or related Mortgaged Property,
          to the extent such proceeds are not to be applied to the restoration of
          the
          related Mortgaged Property or released to the related Mortgagor in accordance
          with the related Servicing Agreement.

         

        “Interest
          Distribution Amount”:
          With
          respect to any Payment Date and any Mortgage Loan Group, an amount equal
          to the
          sum of the following for each Mortgage Loan in that Mortgage Loan Group:
          (1) all
          interest received or advanced by the Servicer of the Mortgage Loan or the
          Master
          Servicer in the related Due Period and available in the Note Payment Amount
          on
          that Payment Date, less any related Servicing Fees, Master Servicing Fees
          and
          Retained Interest; (2) all Compensating Interest Payments paid with respect
          to
          the Mortgage Loan, if the Mortgage Loan was prepaid during the related
          Prepayment Period and (3) the portion of any Purchase Price or other amount
          paid
          with respect to the Mortgage Loans allocable to interest; minus
          the
          Group 1 Percentage, Group 2 Percentage or Group 3 Percentage, as applicable,
          of
          any fees or other amounts reimbursable to the Master Servicer (other than
          the
          Master Servicer Fee), the Servicer (other than Servicing Fees), the Securities
          Administrator, the Indenture Trustee (other than its Indenture Trustee
          Fee), the
          Custodian (other than its fees) and the Owner Trustee (other than its Owner
          Trustee Fee) pursuant to the Operative Agreements.

         

        “Interest
          Shortfall”:
          With
          respect to any Payment Date and each Mortgage Loan that during the related
          Prepayment Period was the subject of a Principal Prepayment or a reduction
          of
          its Monthly Payment under the Relief Act or similar state or local law,
          an
          amount determined as follows:

         

        (a) Principal
          Prepayments in part received during the relevant Prepayment Period: the
          difference between (i) one month’s interest at the applicable Net Loan Rate on
          the amount of such prepayment and (ii) the amount of interest for the calendar
          month of such prepayment (adjusted to the applicable Net Loan Rate) received
          at
          the time of such prepayment; and

         

        (b) Principal
          Prepayments in full received during the relevant Prepayment Period: the
          difference between (i) one month’s interest at the applicable Net Loan Rate on
          the Scheduled Principal Balance of such Mortgage Loan immediately prior
          to such
          prepayment and (ii) the amount of interest for the calendar month of such
          prepayment (adjusted to the applicable Net Loan Rate) received at the time
          of
          such prepayment; and


        
          
            
            

          

          
            17

            
              

            

          

          
            
            

          

        


         

        (c) any
          Relief Act Reductions for such Payment Date.

         

        “Issuer”:
          Thornburg Mortgage Securities Trust 2007-1.

         

        “Item
          1122 Responsible Party”:
          As
          defined in Section 3.22.

         

        
          “LaSalle”:
            LaSalle Bank National Association.

        

         

        “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
          Determination Date”:
          The
          second LIBOR Business Day immediately preceding the commencement of each
          Accrual
          Period for each Class of Offered Notes.

         

        “Liquidated
          Mortgage Loan”:
          As to
          any Payment Date, any Mortgage Loan in respect of which the related Servicer
          or
          the Master Servicer has determined, in accordance with the servicing procedures
          specified herein, as of the end of the related Prepayment Period, that
          all
          Liquidation Proceeds that it expects to recover with respect to the liquidation
          of such Mortgage Loan or disposition of the related REO Property have been
          recovered.

         

        “Liquidation
          Event”:
          With
          respect to any Mortgage Loan, any of the following events: (i) such Mortgage
          Loan is paid in full; (ii) a Final Recovery Determination is made as to
          such
          Mortgage Loan; or (iii) such Mortgage Loan is removed from the Trust Estate
          by
          reason of its being purchased, sold or replaced pursuant to or as contemplated
          hereunder. With respect to any REO Property, either of the following events:
          (i)
          a Final Recovery Determination is made as to such REO Property; or (ii)
          such REO
          Property is removed from the Trust Estate by reason of its being sold or
          purchased pursuant to Section 10.01 hereof or the applicable provisions
          of the
          related Servicing Agreement.

         

        “Liquidation
          Expenses”:
          With
          respect to a Mortgage Loan in liquidation, unreimbursed expenses paid or
          incurred by or for the account of the Master Servicer or the related Servicers,
          such expenses including (a) property protection expenses, (b) property
          sales
          expenses, (c) foreclosure and sale costs, including court costs and reasonable
          attorneys’ fees, and (d) similar expenses reasonably paid or incurred in
          connection with liquidation. 

         

        “Liquidation
          Proceeds”:
          With
          respect to any Mortgage Loan, the amount (other than amounts received in
          respect
          of the rental of any REO Property prior to REO Disposition) received by
          the
          related Servicer as proceeds from the liquidation of such Mortgage Loan,
          as
          determined in accordance with the applicable provisions of the related
          Servicing
          Agreement, other than Recoveries; provided
          that (i)
          with respect to any Mortgage Loan or REO Property repurchased, substituted
          or
          sold pursuant to or as contemplated hereunder, or pursuant to the applicable
          provisions of the related Servicing Agreement, “Liquidation Proceeds” shall also
          include amounts realized in connection with such repurchase, substitution
          or
          sale and (ii) with respect to a defaulted Additional Collateral Mortgage
          Loan,
“Liquidation Proceeds” shall also include the amount realized on the related
          Additional Collateral, including any amounts paid under any Surety
          Bond.


        
          
            
            

          

          
            18

            
              

            

          

          
            
            

          

        


         

        “Loan
          Rate”:
          With
          respect to each Mortgage Loan, the annual rate at which interest accrues
          on such
          Mortgage Loan from time to time in accordance with the provisions of the
          related
          Mortgage Note.

         

        “Loan-to-Collateral
          Value Ratio”:
          With
          respect to each Mortgage Loan and any date of determination, a fraction,
          expressed as a percentage, the numerator of which is the Principal Balance
          of
          the Mortgage Loan at such date of determination less the Base Value of
          any
          related Additional Collateral and the denominator of which is the Value
          of the
          related Mortgaged Property.

         

        “Loan-to-Value
          Ratio”:
          With
          respect to each Mortgage Loan and any date of determination, a fraction,
          expressed as a percentage, the numerator of which is the Principal Balance
          of
          the Mortgage Loan at such date of determination and the denominator of
          which is
          the Value of the related Mortgaged Property.

         

        “Lost
          Note Affidavit”:
          With
          respect to any Mortgage Loan as to which the original Mortgage Note has
          been
          lost or destroyed and has not been replaced, an affidavit from the Seller
          certifying that the original Mortgage Note has been lost, misplaced or
          destroyed
          (together with a copy of the related Mortgage Note and indemnifying the
          Trust
          against any loss, cost or liability resulting from the failure to deliver
          the
          original Mortgage Note) in the form of Exhibit H hereto.

         

        “Majority
          Securityholders”:
          Until
          such time as the sum of the Class Principal Amounts of all Classes of Notes
          has
          been reduced to zero, the holder or holders of in excess of 50% of the
          aggregate
          Class Principal Amount of all Classes of Notes (accordingly, the holder
          of the
          Ownership Certificates shall be excluded from any rights or actions of
          the
          Majority Securityholders during such period); and thereafter, the holder
          or
          holders of in excess of 50% of the Percentage Interests of the Ownership
          Certificates.

         

        “Master
          Servicer”:
          Wells
          Fargo Bank, N.A., or any successor Master Servicer appointed as herein
          provided.

         

        “Master
          Servicer Clean-Up Call Date”:
          As
          defined in Section 10.01(a).

         

        “Master
          Servicer Clean-Up Call Right”:
          The
          option of Wells Fargo Bank, N.A., so long as it is acting as Master Servicer,
          to
          purchase the outstanding Mortgage Loans and REO Properties on the Master
          Servicer Clean-Up Call Date.

         

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

         

        “Master
          Servicing Fee Rate”:
          0.010%
          per annum.


        
          
            
            

          

          
            19

            
              

            

          

          
            
            

          

        


         

        “Master
          Servicing Guide”:
          Wells
          Fargo Conduit and Norwest Conduit Servicing Guide, dated January 1997,
          as
          amended. 

         

        “Maximum
          Loan Rate”:
          With
          respect to each Mortgage Loan, the percentage set forth in the related
          Mortgage
          Note as the maximum Loan Rate thereunder.

         

        “MERS”:
          Mortgage Electronic Registration Systems, Inc., a corporation organized
          and
          existing under the laws of the State of Delaware, or any successor
          thereto.

         

        “MERS
          Mortgage Loan”:
          Any
          Mortgage Loan registered with MERS on the MERS System.

         

        “MERS® System”:
          The
          system of recording transfers of mortgages electronically maintained by
          MERS.

         

        “MIN”:
          The
          Mortgage Identification Number for any MERS Mortgage Loan.

         

        “Modifiable
          Mortgage Loan”:
          Any
          Mortgage Loan which, at the option of the Mortgagor and in accordance with
          the
          terms of the related Mortgage Note, may have the related Mortgage Rate
          modified
          to any adjustable rate or hybrid product offered at the time by the related
          originator.

         

        “Modified
          Mortgage Loan”:
          Any
          Modifiable Mortgage Loan as to which the related Mortgagor has exercised
          the
          right to modify the Mortgage Rate.

         

        “Modified
          Mortgage Loan Schedule”:
          With
          respect to each Payment Date, a schedule prepared by the Master Servicer
          pursuant to Section 3.25(c) listing each Modifiable Mortgage Loan that
          has
          become a Modified Mortgage Loan during the immediately preceding Due Period,
          and
          the Purchase Price for each such Modified Mortgage Loan.

         

        “MOM
          Loan”:
          Any
          Mortgage Loan as to which MERS is acting as mortgagee, solely as nominee
          for the
          originator of such Mortgage Loan and its successors and assigns.

         

        “Monthly
          Payment”:
          With
          respect to any Mortgage Loan, the scheduled monthly payment of principal
          and/or
          interest on such Mortgage Loan that is payable by the related Mortgagor
          from
          time to time under the related Mortgage Note, determined, for the purposes
          of
          this Agreement: (a) after giving effect to any reduction in the amount
          of
          interest collectible from the related Mortgagor pursuant to the Relief
          Act or
          similar state or local law; (b) without giving effect to any extension
          granted
          or agreed to by the related Servicer pursuant to the applicable provisions
          of
          the related Servicing Agreement; and (c) on the assumption that all other
          amounts, if any, due under such Mortgage Loan are paid when due.

         

        “Moody’s”:
          Moody’s Investors Service, Inc. or any successor thereto.

         

        “Mortgage”:
          The
          mortgage, deed of trust or other instrument creating a first lien on, or
          first
          priority security interest in, a Mortgaged Property securing a Mortgage
          Note.


        
          
            
            

          

          
            20

            
              

            

          

          
            
            

          

        


         

        “Mortgage
          File”:
          The
          mortgage documents listed in Section 2.01 hereof pertaining to a particular
          Mortgage Loan and any additional documents required to be added to the
          Mortgage
          File pursuant to this Agreement.

         

        “Mortgage
          Loan”:
          Each
          mortgage loan (including Cooperative Loans) transferred and assigned to
          the
          Indenture Trustee for the benefit of the Noteholders pursuant to Section
          2.01 or
          Section 2.03(d) hereof as from time to time held as a part of the Trust
          Estate,
          the Mortgage Loans so held being identified in the Mortgage Loan Schedule
          or
          Schedule I hereto.

         

        “Mortgage
          Loan Group 1”:
          At any
          time, the Group 1 Mortgage Loans in the aggregate and any REO Properties
          acquired in respect thereof.

         

        “Mortgage
          Loan Group 2”:
          At any
          time, the Group 2 Mortgage Loans in the aggregate and any REO Properties
          acquired in respect thereof.

         

        “Mortgage
          Loan Group 3”:
          At any
          time, the Group 3 Mortgage Loans in the aggregate and any REO Properties
          acquired in respect thereof.

         

        “Mortgage Loan
          Group”:
          Any of
          Mortgage Loan Group 1, Mortgage Loan Group 2 or Mortgage Loan Group 3,
          as the
          context requires.

         

        
          “Mortgage
            Loan Group Balance”:
            As to
            each Mortgage Loan Group and any Payment Date, the aggregate of the Scheduled
            Principal Balances, as of the Close of Business on the first day of the
            month
            preceding the month in which such Payment Date occurs, of the Mortgage
            Loans in
            such Mortgage Loan Group that were Outstanding Mortgage Loans on such
            date.

        

         

        “Mortgage
          Loan Purchase Agreement”:
          Each
          of the TMFI Mortgage Loan Purchase Agreement and the SASCO Mortgage Loan
          Purchase Agreement. References in this Agreement to the “applicable” or
“related” Mortgage Loan Purchase Agreement means the TMFI Mortgage Loan Purchase
          Agreement, in the case of the Initial Seller, and the SASCO Mortgage Loan
          Purchase Agreement, in the case of the Seller.

         

        “Mortgage
          Loan Schedule”:
          As of
          any date, the list of Mortgage Loans included in the Trust Estate on such
          date,
          attached hereto as Schedule I. The Mortgage Loan Schedule shall be prepared
          by
          the Seller and shall set forth the following information with respect to
          each
          Mortgage Loan:

         

        
          	 	
                  (i)

                	
                  the
                    Mortgage Loan identifying number;

                


          	 	 	 


          	 	(ii) 	the Mortgagor’s
                  name; 


        

         

        
          	 	
                  (iii)

                	
                  the
                    street address of the Mortgaged Property including the state
                    and
                    five-digit ZIP code;

                


        

         

        
          	 	
                  (iv)

                	
                  a
                    code indicating whether the Mortgaged Property was represented
                    by the
                    borrower, at the time of origination, as being
                    owner-occupied;

                


        


        
          
            
            

          

          
            21

            
              

            

          

          
            
            

          

        


         

        
          	 	
                  (v)

                	
                  a
                    code indicating whether the Residential Dwelling constituting
                    the
                    Mortgaged Property is (a) a detached single family dwelling,
                    (b) a
                    dwelling in a planned unit development, (c) a condominium unit,
                    (d) a two-
                    to four-unit residential property, (e) a townhouse, (f) a cooperative
                    or
                    (g) other type of Residential
                    Dwelling;

                


        

         

        
          	 	
                  (vi)

                	
                  if
                    the related Mortgage Note permits the borrower to make Monthly
                    Payments of
                    interest only for a specified period of time, (a) the original
                    number of
                    such specified Monthly Payments and (b) the remaining number
                    of such
                    Monthly Payments as of the Cut-Off
                    Date;

                


        

         

        
          	 	
                  (vii)

                	
                  the
                    original months to maturity;

                


        

         

        
          	 	
                  (viii)

                	
                  the
                    stated remaining months to maturity from the Cut-Off Date based
                    on the
                    original amortization schedule;

                


        

         

        
          	 	
                  (ix)

                	
                  the
                    Loan-to-Value Ratio at origination;

                


        

         

        
          	 	
                  (x)

                	
                  the
                    value of any Additional Collateral at
                    origination;

                


        

         

        
          	 	
                  (xi)

                	
                  the
                    Loan-to-Collateral Value Ratio at
                    origination;

                


        

         

        
          	 	
                  (xii)

                	
                  the
                    Loan Rate in effect immediately following the Cut-Off
                    Date;

                


        

         

        
          	 	
                  (xiii)

                	
                  the
                    date on which the first Monthly Payment is or was due on the
                    Mortgage
                    Loan;

                


        

         

        
          	 	
                  (xiv)

                	
                  the
                    stated maturity date;

                


        

         

        
          	 	
                  (xv)

                	
                  the
                    Master Servicing Fee Rate and the Servicing Fee Rate, if
                    any;

                


        

         

        
          	 	
                  (xvi)

                	
                  whether
                    such loan is an Additional Collateral Mortgage Loan or an Employee
                    Loan;

                


        

         

        
          	 	
                  (xvii)

                	
                  the
                    last Due Date on which a Monthly Payment was actually applied
                    to the
                    unpaid Scheduled Principal Balance;

                


        

         

        
          	 	
                  (xviii)

                	
                  the
                    original principal balance of the Mortgage
                    Loan;

                


        

         

        
          	 	
                  (xix)

                	
                  the
                    Scheduled Principal Balance of the Mortgage Loan on the Cut-Off
                    Date and a
                    code indicating the purpose of the Mortgage Loan (i.e., purchase
                    financing, rate/term refinancing, cash-out
                    refinancing);

                


        

         

        
          	 	
                  (xx)

                	
                  the
                    Index and Gross Margin specified in related Mortgage
                    Note;

                


        

         

        
          	 	
                  (xxi)

                	
                  the
                    next Adjustment Date, if
                    applicable;

                


        


        
          
            
            

          

          
            22

            
              

            

          

          
            
            

          

        


         

        
          	 	
                  (xxii)

                	
                  the
                    Maximum Loan Rate, if applicable;

                


        

         

        
          	 	
                  (xxiii)

                	
                  the
                    Value of the Mortgaged Property;

                


        

         

        
          	 	
                  (xxiv)

                	
                  the
                    sale price of the Mortgaged Property, if
                    applicable;

                


        

         

        
          	 	
                  (xxv)

                	
                  the
                    product code;

                


        

         

        
          	 	
                  (xxvi)

                	
                  Expense
                    Fee Rate therefor;

                


        

         

        
          	 	
                  (xxvii)

                	
                  the
                    Servicer that is servicing such Mortgage Loan and the originator
                    of such
                    Mortgage Loan; and

                


        

         

        
          	 	
                  (xxviii)

                	
                  whether
                    the Mortgage Loan is an Adjustable Rate Mortgage Loan, a Three-Year
                    Hybrid
                    Mortgage Loan, a Five-Year Hybrid Mortgage Loan, a Seven-Year
                    Hybrid
                    Mortgage Loan or a Ten-Year Hybrid Mortgage Loan.
                    

                


        

         

        Information
          set forth in clauses (ii) and (iii) above regarding each Mortgagor and
          the
          related Mortgaged Property shall be confidential and the Indenture Trustee
          (or
          Master Servicer) shall not disclose such information except to the extent
          disclosure may be required by any law or regulatory or administrative authority;
          provided,
          however,
          that
          the Trustee may disclose on a confidential basis any such information to
          its
          agents, attorneys and any auditors in connection with the performance of
          its
          responsibilities hereunder.

         

        The
          Mortgage Loan Schedule, as in effect from time to time, shall also set
          forth the
          following information with respect to the Mortgage Loans in the aggregate
          as of
          the Cut-Off Date: (1) the number of Mortgage Loans; (2) the current
          Scheduled Principal Balance of the Mortgage Loans; (3) the weighted average
          Loan Rate of the Mortgage Loans; and (4) the weighted average remaining
          months to maturity of the Mortgage Loans. The Mortgage Loan Schedule shall
          be
          amended from time to time by the Seller in accordance with the provisions
          of
          this Agreement.

         

        “Mortgage
          Note”:
          The
          original executed note or other evidence of indebtedness evidencing the
          indebtedness of a Mortgagor under a Mortgage Loan.

         

        “Mortgaged
          Property”:
          Either
          of (x) the fee simple or leasehold 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
          Liquidation Proceeds”:
          With
          respect to any Liquidated Mortgage Loan or any other disposition of related
          Mortgaged Property (including REO Property) the related Liquidation Proceeds
          net
          of Advances, related Servicing Advances, Master Servicing Fee, related
          Servicing
          Fees and any other accrued and unpaid servicing fees received and retained
          in
          connection with the liquidation of such Mortgage Loan or Mortgaged Property,
          and
          any related Retained Interest.


        
          
            
            

          

          
            23

            
              

            

          

          
            
            

          

        


         

        “Net
          Loan Rate”:
          With
          respect to any Mortgage Loan (or the related REO Property), as of any date
          of
          determination, a per annum rate of interest equal to the then applicable
          Loan
          Rate for such Mortgage Loan minus the related Servicing Fee Rate, Master
          Servicing Fee Rate and Retained Rate, if any.

         

        “Nonrecoverable”:
          The
          determination by the Master Servicer or the related Servicer in respect
          of a
          delinquent Mortgage Loan that if it were to make an Advance in respect
          thereof,
          such amount would not be recoverable from any collections or other recoveries
          (including Liquidation Proceeds) on such Mortgage Loan.

         

        “Note”:
          Any of
          the Class A-1, Class A-2A, Class A-2B, Class A-2C, Class A-3A, Class A-3B,
          Class
          A-X, Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6
          Notes.

         

        “Note
          Interest Rate”:
          With
          respect to each Class of Notes and any Payment Date, the applicable per
          annum
          rate described in the footnotes to the table in the Preliminary Statement
          hereto:

         

        “Note
          Payment Account”:
          The
          account maintained by the Securities Administrator pursuant to Section
          4.04
          hereof which shall be entitled “Note Payment Account, Wells Fargo Bank, N.A., as
          Securities Intermediary for LaSalle Bank National Association, as Indenture
          Trustee, in trust for the registered Noteholders of Thornburg Mortgage
          Securities Trust 2007-1, Mortgage-Backed Notes, Series 2007-1” and which must be
          an Eligible Account.

         

        “Note
          Principal Amount”:
          With
          respect to each Note of a given Class (other than a Notional Note) and
          any date
          of determination, the product of (i) the Class Principal Amount of such
          Class
          and (ii) the applicable Percentage Interest of such Note.

         

        “Note
          Register”
and
          “Note
          Registrar”:
          As
          defined in the Indenture.

         

        “Noteholder”
or
          “Holder”:
          As
          defined in the Indenture.

         

        “Notional
          Note”:
          Any
          Class A-X Note.

         

        “Offered
          Notes”:
          Any
          Class A-1, Class A-2A, Class A-2B, Class A-2C, Class A-3A and Class A-3B
          Notes.

         

        “Offering
          Documents”:
          The
          Prospectus Supplement, the Prospectus and the Private Placement
          Memorandum.

         

        “Officer’s
          Certificate”:
          A
          certificate signed by the Chairman of the Board, the Vice Chairman of the
          Board,
          the President or a vice president (however denominated), or by the Treasurer,
          the Secretary, or one of the assistant treasurers or assistant secretaries
          of
          the Seller, the Master Servicer, the Securities Administrator or the Depositor,
          as applicable.


        
          
            
            

          

          
            24

            
              

            

          

          
            
            

          

        


         

        “One-Month
          LIBOR”:
          In the
          case of the Offered Notes, with respect to the first Accrual Period, the
          Initial
          One-Month 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 (“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.

         

        (a) 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 from Reuters’ “page LIBOR 01” or Bloomberg’s page “BBAM.”
If such rate is not published for such LIBOR Determination Date,
          One-Month 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. 

         

        (b) The
          establishment of One-Month LIBOR by the Securities Administrator and the
          Securities Administrator’s subsequent calculation of Note Interest Rates
          applicable to the Offered Notes for the relevant Accrual Period, in the
          absence
          of manifest error, will be final and binding.

         

        “One-Year
          LIBOR”:
          With
          respect to the Offered Notes and any Accrual Period in which the Note Interest
          Rate of a Class of Offered Notes is indexed off of One-Year LIBOR, 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 BBA for one-year 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.

         

        (a) 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 from Reuters’ “page LIBOR 01” or Bloomberg’s page “BBAM.”
If such rate is not published for such LIBOR Determination Date,
          One-Year 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. 

         

        (b) The
          establishment of One-Year LIBOR by the Securities Administrator and the
          Securities Administrator’s subsequent calculation of Note Interest Rates
          applicable to the Offered Notes for the relevant Accrual Period, in the
          absence
          of manifest error, will be final and binding.


        
          
            
            

          

          
            25

            
              

            

          

          
            
            

          

        


         

        “Operative
          Agreements”:
          The
          Trust Agreement, the Certificate of Trust, this Agreement, the Mortgage
          Loan
          Purchase Agreements, the Indenture, the Administration Agreement, the Yield
          Maintenance Agreements, the Auction Administration Agreement, the Auction
          Swap
          Agreement and each other document contemplated by any of the foregoing
          to which
          the Depositor, the Owner Trustee, the Securities Administrator, the Indenture
          Trustee or the Issuer is a party.

         

        “Opinion
          of Counsel”:
          A
          written opinion of counsel, who may, without limitation, be a salaried
          counsel
          for the Depositor, the Initial Seller, the Seller, the Master Servicer,
          the
          Securities Administrator or the Indenture Trustee, acceptable to the Indenture
          Trustee or the Securities Administrator, as applicable, but which must
          be
          Independent outside counsel concerning federal income tax matters.

         

        “Optional
          Notes Purchase Date”:
          As
          defined in the Indenture.

         

        “Optional
          Notes Purchase Right”:
          As
          defined in the Indenture.

         

        “Original
          Applicable Credit Support Percentage”:
          With
          respect to each Class of Subordinate Notes, the corresponding percentage
          set
          forth below opposite its Class designation:

         

        
          	
                  Class
                    B-1

                	
                  2.10%

                
	
                  Class
                    B-2

                	
                  1.40%

                
	
                  Class
                    B-3

                	
                  1.00%

                
	
                  Class
                    B-4

                	
                  0.55%

                
	
                  Class
                    B-5

                	
                  0.20%

                
	
                  Class
                    B-6

                	
                  0.00%

                


        

         

        “Original
          Class Notional Amount”:
          With
          respect to the Class A-X Notes, the corresponding aggregate notional amount
          set
          forth opposite the Class designation of such Class in the Preliminary
          Statement.

         

        “Original
          Class Principal Amount”:
          With
          respect to each Class of Notes other than the Notional Notes, the corresponding
          aggregate amount set forth opposite the Class designation of such Class
          in the
          Preliminary Statement. 

         

        “Original
          Subordinated Principal Amount”:
          The
          aggregate of the Original Class Principal Amounts of the Classes of Subordinate
          Notes.

         

        “Original
          Trust Agreement”:
          The
          Trust Agreement dated February 23, 2007 by and between the Owner Trustee
          and the
          Depositor pursuant to which the Issuer was formed.

         

        “Outstanding
          Mortgage Loan”:
          As of
          any Due Date, a Mortgage Loan with a Scheduled Principal Balance greater
          than
          zero, that was not the subject of a prepayment in full prior to such Due
          Date
          and that did not become a Liquidated Mortgage Loan prior to such Due
          Date.


        
          
            
            

          

          
            26

            
              

            

          

          
            
            

          

        


        “Overcollateralized
          Group”:
          With
          respect to any Payment Date and any Group 1 Notes, Group 2 Notes or Group
          3
          Notes as to which the aggregate Class Principal Amount thereof after giving
          effect to payments pursuant to Section 5.01(a) on such Payment Date, is
          less
          than the sum of (i) the Scheduled Principal Balances of the related Mortgage
          Loan Group as of the last day of the related Due Period and (ii) amounts,
          if
          any, on deposit in the Reserve Fund with respect such Group or Groups of
          Notes
          for such Payment Date.

         

        “Owner
          Trustee”:
          Wilmington Trust company, a Delaware banking corporation, not in its individual
          capacity, but solely as owner trustee under the Trust Agreement, or any
          successor in interest which accepts its appointment as Owner Trustee and
          agrees
          to act in such capacity in accordance with the Trust Agreement.

         

        “Owner
          Trustee Fee”:
          The
          annual on-going fee payable by the Master Servicer on behalf of the Trust
          to the
          Owner Trustee as provided in Section 8.05 and pursuant to the terms of
          a
          separate fee letter agreement.

         

        “Ownership
          Certificate”:
          A
          certificate representing an undivided beneficial ownership interest in
          the
          Trust, substantially in the form attached as Exhibit A to the Trust
          Agreement.

         

        “Paying
          Agent”:
          Initially, the Securities Administrator, in its capacity as paying agent
          for the
          Notes under the Indenture and paying agent for the Certificates under the
          Trust
          Agreement, or any successor to the Securities Administrator in such
          capacity.

         

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

         

        “Payment
          Date Statement”:
          As
          defined in Section 5.04(a) hereof.

         

        “PCAOB”:
          The
          Public Company Accounting Oversight Board.

         

        “Percentage
          Interest”:
          With
          respect to any Note, a fraction, expressed as a percentage, the numerator
          of
          which is the Initial Note Principal Amount or Initial Note Notional Amount,
          as
          applicable, represented by such Note and the denominator of which is the
          Original Class Principal Amount or Original Class Notional Amount, as
          applicable, of the related Class. With respect to any Ownership Certificate,
          the
          Percentage Interest noted on the face of such certificate.

         

        “Permitted
          Investments”:
          Any
          one or more of the following obligations or securities acquired at a purchase
          price of not greater than par, regardless of whether issued or managed
          by the
          Depositor, the Securities Administrator, the Master Servicer, the Indenture
          Trustee, the Owner Trustee or any of their respective Affiliates or for
          which an
          Affiliate of the Depositor, the Indenture Trustee, the Owner Trustee, the
          Securities Administrator or the Master Servicer serves as an
          advisor:

         

        (i) direct
          obligations of, or obligations fully guaranteed as to timely payment of
          principal and interest by, the United States or any agency or instrumentality
          thereof, provided such obligations are backed by the full faith and credit
          of
          the United States; 


        
          
            
            

          

          
            27

            
              

            

          

          
            
            

          

        


         

        (ii) (A)
          demand and time deposits in, certificates of deposit of, bankers’ acceptances
          issued by or federal funds sold by any depository institution or trust
          company
          (including the Indenture Trustee, the Owner Trustee, the Master Servicer
          or the
          Securities Administrator or their agents acting in their respective commercial
          capacities) incorporated under the laws of the United States of America
          or any
          state thereof and subject to supervision and examination by federal and/or
          state
          authorities, so long as, at the time of such investment or contractual
          commitment providing for such investment, such depository institution or
          trust
          company or its ultimate parent has a short-term uninsured debt rating in
          one of
          the two highest available rating categories of each Rating Agency and (B)
          any
          other demand or time deposit or deposit which is fully insured by the
          FDIC;

         

        (iii) repurchase
          obligations with respect to any security described in clause (i) above and
          entered into with a depository institution or trust company (acting as
          principal) rated A or higher by the Rating Agencies;

         

        (iv) securities
          bearing interest or sold at a discount that are issued by any corporation
          incorporated under the laws of the United States of America, the District
          of
          Columbia or any State thereof and that are rated by each Rating Agency
          in its
          highest long-term unsecured rating categories at the time of such investment
          or
          contractual commitment providing for such investment;

         

        (v) commercial
          paper (including both non-interest-bearing discount obligations and
          interest-bearing obligations) that is rated by each Rating Agency in its
          highest
          short-term unsecured debt rating available at the time of such
          investment;

         

        (vi) units
          of
          money market funds (which may be 12b-1 funds, as contemplated by the Commission
          under the Investment Company Act of 1940) registered under the Investment
          Company Act of 1940 including funds managed or advised by the Indenture
          Trustee,
          the Owner Trustee, the Master Servicer or the Securities Administrator
          or an
          affiliate thereof having the highest applicable rating from each Rating
          Agency;
          and

         

        (vii) if
          previously confirmed in writing to the Indenture Trustee or the Securities
          Administrator, any other demand, money market or time deposit, or any other
          obligation, security or investment, as may be acceptable to each Rating
          Agency
          in writing as a permitted investment of funds backing securities having
          ratings
          equivalent to its highest initial rating of the Offered Notes;

         

        provided,
          however,
          that no
          instrument described hereunder shall evidence either the right to receive
          (a)
          only interest with respect to the obligations underlying such instrument
          or (b)
          both principal and interest payments derived from obligations underlying
          such
          instrument and the interest and principal payments with respect to such
          instrument provide a yield to maturity at par greater than 120% of the
          yield to
          maturity at par of the underlying obligations.


        
          
            
            

          

          
            28

            
              

            

          

          
            
            

          

        


         

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

         

        “Pool
          Balance”:
          As to
          any Payment Date, the aggregate of the Scheduled Principal Balances, as
          of the
          Close of Business on the first day of the month preceding the month in
          which
          such Payment Date occurs, of the Mortgage Loans that were Outstanding Mortgage
          Loans on such date.

         

        “Prepayment
          Penalty Amount”:
          With
          respect to any Mortgage Loan and each Payment Date, all premiums or charges,
          if
          any, paid by Mortgagors under the related Mortgage Notes as a result of
          full or
          partial Principal Prepayments collected by the applicable Servicer during
          the
          immediately preceding Prepayment Period, but only to the extent required
          to be
          remitted to the Master Servicer on the applicable Servicer Remittance Date
          under
          the terms of the related Servicing Agreement.

         

        “Prepayment
          Period”:
          With
          respect to any Payment Date, the calendar month preceding the month in
          which
          such Payment Date occurs.

         

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

         

        “Principal
          Balance”:
          As to
          any Mortgage Loan, other than a Liquidated Mortgage Loan, and any day,
          the
          related Cut-Off Date Principal Balance, minus
          all
          collections credited against the Principal Balance of such Mortgage Loan
          after
          the Cut-Off Date. For purposes of this definition, a Liquidated Mortgage
          Loan
          shall be deemed to have a Principal Balance equal to the Principal Balance
          of
          the related Mortgage Loan as of the final recovery of related Liquidation
          Proceeds and a Principal Balance of zero thereafter. As to any REO Property
          and
          any day, the Principal Balance of the related Mortgage Loan immediately
          prior to
          such Mortgage Loan becoming REO Property.

         

        
          “Principal
            Deficiency Amount”:
            For
            any Payment Date and for any Undercollateralized Group, the excess, if
            any, of
            the aggregate Class Principal Amount of such Undercollateralized Group
            for such
            Payment Date, after giving effect to payments pursuant to Section 5.01(a)
            on
            such date over the sum of (i) the Scheduled Principal Balances of the
            Mortgage
            Loans in the related Mortgage Loan Group as of the Close of Business
            on the last
            day in the related Due Period and (ii) amounts, if any, on deposit in
            the
            Reserve Fund with respect to the related Undercollateralized Group or
            Groups for
            such Payment Date.

        

         

        “Principal
          Distribution Amount”:
          With
          respect to any Payment Date and any Mortgage Loan Group, an amount equal
          to the
          sum of the following for each Mortgage Loan in that Mortgage Loan Group:
          (a) each Monthly Payment of principal collected or advanced on the Mortgage
          Loans by the related Servicer or the Master Servicer in respect of the
          related
          Due Period, (b) that portion of the Purchase Price, representing principal
          of any repurchased or purchased Mortgage Loan, deposited to the Collection
          Account during the related Prepayment Period, (c) the principal portion of
          any Substitution Adjustments deposited in the Collection Account during
          the
          related Prepayment Period, (d) the principal portion of all Insurance
          Proceeds received during the related Prepayment Period with respect to
          Mortgage
          Loans that are not yet Liquidated Mortgage Loans, (e) the principal portion
          of all Net Liquidation Proceeds received during the related Prepayment
          Period
          with respect to Liquidated Mortgage Loans (other than Subsequent Recoveries),
          (f) all Principal Prepayments in part or in full on Mortgage Loans applied
          by the Servicers or the Master Servicer during the related Prepayment Period,
          (g) all Subsequent Recoveries received during the related Prepayment Period
          and
          (h) on the Payment Date on which the Trust is to be terminated pursuant to
          Section 10.01 hereof, that portion of the Clean-Up Call Purchase Price
          in
          respect of principal.


        
          
            
            

          

          
            29

            
              

            

          

          
            
            

          

        


         

        “Principal
          Prepayment”:
          Any
          payment of principal made by the Mortgagor on a Mortgage Loan that is received
          in advance of its scheduled Due Date and that is not accompanied by an
          amount of
          interest representing the full amount of scheduled interest due on any
          Due Date
          in any month or months subsequent to the month of prepayment.

         

        “Privately
          Offered Notes”:
          Collectively, the Class A-X Notes and the Subordinate Notes.

         

        “Private
          Placement Memorandum”:
          The
          Confidential Private Placement Memorandum dated February 23, 2007 relating
          to
          the Privately Offered Notes.

         

        “Pro
          Rata
          Share”:
          As to
          any Payment Date and any Class of Subordinate Notes, the portion of the
          Subordinate Principal Distribution Amount allocable to such Class, equal
          to the
          product of the (a) Subordinate Principal Distribution Amount on such date
          and
          (b) a fraction, the numerator of which is the Class Principal Amount of
          that
          Class and the denominator of which is the aggregate of the Class Principal
          Amounts of all Classes of Subordinate Notes.

         

        “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, together with the accompanying prospectus, dated
          February
          20, 2007, relating to the Offered Notes.

         

        “Prospectus
          Supplement”:
          That
          certain Prospectus Supplement, dated February 23, 2007, relating to the
          initial
          sale of the Offered Notes.

         

        “Purchase
          Price”:
          With
          respect to any Mortgage Loan or REO Property to be purchased pursuant to
          or as
          contemplated by Section 2.04, Section 3.25 or Section 10.01 hereof, and
          as
          confirmed by an Officers’ Certificate from the Initial Seller or the Seller, as
          applicable, to the Indenture Trustee, an amount equal to the sum of
          (i) 100% of the Principal Balance thereof as of the date of purchase (or
          such other price as is provided in Section 10.01), plus (ii) in the case of
          (x) a Mortgage Loan, accrued interest on such Principal Balance at the
          applicable Loan Rate from the Due Date as to which interest was last covered
          by
          a payment by the Mortgagor through the end of the calendar month in which
          the
          purchase is to be effected, and (y) an REO Property, the sum of
          (1) accrued interest on such Principal Balance at the applicable Loan Rate
          from the Due Date as to which interest was last covered by a payment by
          the
          Mortgagor plus (2) REO Imputed Interest for such REO Property for each
          calendar
          month commencing with the calendar month in which such REO Property was
          acquired
          and ending with the calendar month in which such purchase is to be effected,
          net
          of the total of all net rental income, Insurance Proceeds and Liquidation
          Proceeds that as of the date of purchase had been distributed as or to
          cover REO
          Imputed Interest, plus (iii) any unreimbursed Servicing Advances and any
          unpaid Expense Fees allocable to such Mortgage Loan or REO Property, plus
          (iv) in the case of a Mortgage Loan required to be purchased pursuant to
          Section 2.04 hereof, any costs and damages incurred by the Indenture Trustee
          in
          respect of a breach or defect giving rise to the purchase obligations or
          by the
          Issuer in connection with any violation by such Mortgage Loan of any predatory-
          or abusive-lending laws.


        
          
            
            

          

          
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        “Qualified
          Substitute Mortgage Loan”:
          A
          mortgage loan substituted for a Deleted Mortgage Loan pursuant to the terms
          of
          this Agreement which must, on the date of such substitution, (i) have an
          outstanding principal balance, after application of all Monthly Payments
          of
          principal and interest due during or prior to the month of substitution,
          not in
          excess of, and not more than 5% less than, the Principal Balance of the
          Deleted
          Mortgage Loan as of the Due Date in the calendar month during which the
          substitution occurs, (ii) have a maximum loan rate not less than the
          Maximum Loan Rate of the Deleted Mortgage Loan, (iii)  have a gross margin
          equal to or greater than the Gross Margin of the Deleted Mortgage Loan,
          (iv)
          have the same Index as the Deleted Mortgage Loan, (v) have its next adjustment
          date not more than two months after the next Adjustment Date of the Deleted
          Mortgage Loan, (vi) have a remaining term to maturity not greater than
          (and not
          more than one year less than) that of the Deleted Mortgage Loan, (vii) be
          current as of the date of substitution, (viii) have a Loan-to-Value Ratio
          and a Loan-to-Collateral Value Ratio as of the date of substitution equal
          to or
          lower than the Loan-to-Value Ratio and the Loan-to-Collateral Value Ratio,
          respectively, of the Deleted Mortgage Loan as of such date, (ix) have been
          underwritten or re-underwritten in accordance with the same or substantially
          similar underwriting criteria and guidelines as the Deleted Mortgage Loan,
          (x)
          is of the same or better credit quality as the Deleted Mortgage Loan and
          (xi) conform to each representation and warranty set forth in Section 2.05
          hereof applicable to the Deleted Mortgage Loan. 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 principal balances, the terms described in clause (vi) hereof
          shall be determined on the basis of weighted average remaining term to
          maturity,
          the Loan-to-Value Ratio and Loan-to-Collateral Value Ratio described in
          clause
          (viii) 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 (x) hereof must be satisfied as to each
          Qualified Substitute Mortgage Loan or in the aggregate, as the case may
          be.

         

        “Rating
          Agency”:
          Each
          of Moody’s and S&P and any respective successors thereto. If Moody’s,
          S&P or their respective successors shall no longer be in existence, “Rating
          Agency” shall include such nationally recognized statistical rating agency or
          agencies, or other comparable Person or Persons, as shall have been designated
          by the Depositor, notice of which designation shall be given to the Indenture
          Trustee, the Securities Administrator and the Master Servicer.


        
          
            
            

          

          
            31

            
              

            

          

          
            
            

          

        


         

        “Realized
          Loss”:
          With
          respect to any Liquidated Mortgage Loan, the amount of loss realized equal
          to
          the portion of the Principal Balance remaining unpaid after application
          of all
          Net Liquidation Proceeds in respect of such Liquidated Mortgage
          Loan.

         

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

         

        “Record
          Date”:
          With
          respect to each Payment Date and the Offered Notes, the Business Day preceding
          the applicable Payment Date so long as such Offered Notes remain Book-Entry
          Notes and otherwise the Record Date shall be same as for the Privately
          Offered
          Notes. For each Class of Privately Offered Notes, the last Business Day
          of the
          calendar month preceding the month in which such Payment Date occurs.


         

        “Refinancing
          Mortgage Loan”:
          Any
          Mortgage Loan originated in connection with the refinancing of an existing
          mortgage loan.

         

        “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 clarifications and interpretations 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.

         

        “Relevant
          Servicing Criteria”:
          The
          Servicing Criteria applicable to each party, as set forth on Exhibit Q
          attached
          hereto and any similar exhibit set forth in each Servicing Agreement in
          respect
          of each Servicer. Multiple parties can have responsibility for the same
          Relevant
          Servicing Criteria. With respect to a Servicing Function Participant engaged
          by
          the Master Servicer, the Securities Administrator, the Indenture Trustee
          (in its
          capacity as 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”:
          The
          Servicemembers Civil Relief Act, as amended.

         

        “Relief
          Act Reductions”:
          With
          respect to any Payment Date and any Mortgage Loan as to which there has
          been a
          reduction in the amount of interest collectible thereon for the most recently
          ended Due Period as a result of the application of the Relief Act or similar
          state or local law, the amount, if any, by which (i) interest collectible
          on
          that Mortgage Loan during such Due Period is less than (ii) one month’s interest
          on the Scheduled Principal Balance of such Mortgage Loan at the Loan Rate
          for
          such Mortgage Loan before giving effect to the application of the Relief
          Act or
          similar state or local law.

         

        “Remittance
          Report”:
          The
          Master Servicer’s Remittance Report to the Securities Administrator providing
          information with respect to each Mortgage Loan which is provided no later
          than
          the second Business Day following each Determination Date and which shall
          contain such information as may be agreed upon by the Master Servicer and
          the
          Securities Administrator and which shall be sufficient to enable the Securities
          Administrator to prepare the related Payment Date Statement.


        
          
            
            

          

          
            32

            
              

            

          

          
            
            

          

        


         

        “REO
          Account”:
          The
          account or accounts maintained by a Servicer in respect of an REO Property
          pursuant to the related Servicing Agreement.

         

        “REO
          Disposition”:
          The
          sale or other disposition of an REO Property on behalf of the
          Trust.

         

        “REO
          Imputed Interest”:
          As to
          any REO Property, for any calendar month during which such REO Property
          was at
          any time part of the Trust Estate, one month’s interest at the applicable Net
          Loan Rate on the Principal Balance of such REO Property (or, in the case
          of the
          first such calendar month, of the related Mortgage Loan if appropriate)
          as of
          the Close of Business on the Due Date in such calendar month.

         

        “REO
          Principal Amortization”:
          With
          respect to any REO Property, for any calendar month, the excess, if any,
          of (a)
          the aggregate of all amounts received in respect of such REO Property during
          such calendar month, whether in the form of rental income, sale proceeds
          (including, without limitation, that portion of the Clean-Up Call Purchase
          Price
          paid in connection with a purchase of all of the Mortgage Loans and REO
          Properties pursuant to Section 10.01 hereof that is allocable to such REO
          Property) or otherwise, net of any portion of such amounts (i) payable
          pursuant
          to the applicable provisions of the related Servicing Agreement in respect
          of
          the proper operation, management and maintenance of such REO Property or
          (ii)
          payable or reimbursable to the applicable Servicer pursuant to the applicable
          provisions of the related Servicing Agreement for unpaid Master Servicing
          Fees
          and Servicing Fees in respect of the related Mortgage Loan and unreimbursed
          Servicing Advances and Advances in respect of such REO Property or the
          related
          Mortgage Loan, over (b) the REO Imputed Interest in respect of such REO
          Property for such calendar month.

         

        “REO
          Property”:
          A
          Mortgaged Property acquired by the applicable Servicer on behalf of the
          Issuer
          through foreclosure or deed-in-lieu of foreclosure in accordance with the
          applicable provisions of the related Servicing Agreement.

         

        “Reportable
          Event”:
          As
          defined in Section 3.19(c).

         

        “Reporting
          Servicer”:
          As
          defined in Section 3.19(b).

         

        “Request
          for Release”:
          A
          release signed by a Servicing Officer, in the form of Exhibit F attached
          hereto.

         

        “Reserve
          Fund”:
          The
          reserve fund created and maintained by the Securities Administrator pursuant
          to
          Section 4.06 which shall be entitled “Reserve Fund, Wells Fargo Bank, N.A., as
          Securities Intermediary for LaSalle Bank National Association, as Indenture
          Trustee, in trust for the Holders of the Thornburg Mortgage Securities
          Trust
          2007-1 Mortgage-Backed Notes Series 2007-1, and which must be an Eligible
          Account.


        
          
            
            

          

          
            33

            
              

            

          

          
            
            

          

        


         

        “Residential
          Dwelling”:
          Any
          one of the following: (i) a detached one-family dwelling, (ii) a two-
          to four-family dwelling, (iii) a one-family dwelling unit in a condominium
          project, (iv) a manufactured home, (v) a cooperative unit or (vi) a detached
          one-family dwelling in a planned unit development, none of which is a mobile
          home.

         

        “Responsible
          Officer”:
          When
          used with respect to the Indenture Trustee or the Securities Administrator,
          any
          director, any vice president, any assistant vice president, any associate
          assigned to the Corporate Trust Office (or similar group) or any other
          officer
          of the Indenture Trustee or Securities Administrator, as applicable, customarily
          performing functions similar to those performed by any of the above designated
          officers, in each case, having direct responsibilities for the administration
          of
          the Operative Agreements to which the Indenture Trustee or the Securities
          Administrator is a party and, with respect to a particular matter, to whom
          such
          matter is referred because of such officer’s knowledge of and familiarity with
          the particular subject.

         

        “Restricted
          Classes”:
          As
          defined in Section 5.01(e).

         

        “Retained
          Interest”:
          As to
          any Employee Loans originated by Thornburg and each Payment Date, interest
          accrued on the Principal Balance thereof at the Retained Rate.

         

        “Retained
          Interest Holder”:
          With
          respect to each Employee Loan, the Initial Seller or any successor in interest
          by assignment or otherwise.

         

        “Retained
          Rate”:
          As of
          the Cut-off Date, and for each Due Period thereafter, 0.00% per annum;
          provided,
          however,
          if the
          related Mortgagor of the Employee Loan ceases to be an employee or a director
          of
          Thornburg or its Affiliates, the amount of the increase in the per annum
          rate
          set forth in the related Mortgage Note.

         

        “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 (excluding the Custodian) and the Servicers and signed by
          an
          officer of the Master Servicer that complies with (i) the Sarbanes-Oxley
          Act of
          2002, as amended from time to time, and (ii) Exchange Act Rules 13a-14(d)
          and
          15d-14(d), as in effect from time to time; provided that if, after the
          Closing
          Date (a) the Sarbanes-Oxley Act of 2002 is amended, (b) the Rules referred
          to in
          clause (ii) are modified or superseded by any subsequent statement, rule
          or
          regulation of the Commission or any statement of a division thereof, or
          (c) any
          future releases, rules and regulations are published by the Securities
          and
          Exchange Commission from time to time pursuant to the Sarbanes-Oxley Act
          of
          2002, which in any such case affects the form or substance of the required
          certification and results in the required certification being, in the reasonable
          judgment of the Master Servicer, materially more onerous than the form
          of the
          required certification as of the Closing Date, the Sarbanes-Oxley Certification
          shall be as agreed to by the Master Servicer, the Depositor and the Initial
          Seller following a negotiation in good faith to determine how to comply
          with any
          such new requirements.


        
          
            
            

          

          
            34

            
              

            

          

          
            
            

          

        


         

        “SASCO
          Mortgage Loan Purchase Agreement”:
          The
          mortgage loan purchase agreement between the Seller and the Depositor,
          dated as
          of February 1, 2007 regarding the sale of the Mortgage Loans, the Contractual
          Rights and the TMFI Contractual Rights by the Seller to the
          Depositor.

         

        “Scheduled Principal
          Balance”:
          With
          respect to any Mortgage Loan: (a) as of the Payment Date in March 2007,
          the
          Cut-Off Date Principal Balance of such Mortgage Loan,  (b) thereafter as of
          any date of determination up to and including the Payment Date on which
          the
          proceeds, if any, of a Liquidation Event with respect to such Mortgage
          Loan
          would be distributed, the outstanding principal balance of such Mortgage
          Loan as
          of the Cut-Off Date, as shown in the Mortgage Loan Schedule, minus,
          in the
          case of each Mortgage Loan, the sum of (i) the principal portion of each
          Monthly Payment due on a Due Date subsequent to the Cut-Off Date, whether
          or not
          received, (ii) all Principal Prepayments received after the Cut-Off Date,
          to the extent distributed pursuant to Section 5.01 before such date of
          determination and (iii) all Liquidation Proceeds and Insurance Proceeds
          applied by the applicable Servicer as recoveries of principal in accordance
          with
          the applicable provisions of the related Servicing Agreement, to the extent
          distributed pursuant to Section 5.01 before such date of determination;
          and
          (c) as of any date of determination subsequent to the Payment Date on which
          the proceeds, if any, of a Liquidation Event with respect to such Mortgage
          Loan
          would be distributed, zero. With respect to any REO Property: (x) as of any
          date of determination up to and including the Payment Date on which the
          proceeds, if any, of a Liquidation Event with respect to such REO Property
          would
          be distributed, an amount (not less than zero) equal to the Scheduled Principal
          Balance of the related Mortgage Loan as of the date on which such REO Property
          was acquired on behalf of the Trust, minus the aggregate amount of REO
          Principal
          Amortization in respect of such REO Property for all previously ended calendar
          months, to the extent distributed pursuant to Section 5.01 before such date
          of determination; and (y) as of any date of determination subsequent to the
          Payment Date on which the proceeds, if any, of a Liquidation Event with
          respect
          to such REO Property would be distributed, zero.

         

        “Securities”:
          Collectively, the Notes and the Ownership Certificates.

         

        “Securities
          Act”:
          The
          Securities Act of 1933, as amended and the rules and regulations
          thereunder.

         

        “Securities
          Administrator”:
          Wells
          Fargo Bank, N.A., or its successor in interest, or any successor securities
          administrator appointed as herein provided.

         

        “Securities
          Intermediary”:
          The
          Person acting as Securities Intermediary under this Agreement (which is
          Wells
          Fargo Bank, N.A.), its successor in interest, and any successor Securities
          Intermediary appointed pursuant to Section 4.07.

         

        “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.


        
          
            
            

          

          
            35

            
              

            

          

          
            
            

          

        


         

        “Security
          Entitlement”:
          The
          meaning specified in Section 8-102(a)(17) of the New York UCC.

         

        “Seller”:
          TMFI,
          in its capacity as seller under the SASCO Mortgage Loan Purchase Agreement
          and
          this Agreement.

         

        “Sellers”:
          The
          Initial Seller and the Seller.

         

        “Senior
          Credit Support Depletion Date”:
          The
          date on which the Class Principal Amount of each Class of Subordinate Notes
          has
          been reduced to zero.

         

        “Senior
          Percentage”:
          With
          respect to any Payment Date and a Mortgage Loan Group, the percentage equivalent
          of a fraction (which shall not be greater than 100%) the numerator of which
          is
          the aggregate of the Class Principal Amount of the Class or Classes of
          Offered
          Notes relating to that Mortgage Loan Group immediately prior to such Payment
          Date and the denominator of which is the Scheduled Principal Balance of
          all
          Mortgage Loans in that Mortgage Loan Group for that Payment Date; provided, however,
          that on
          any Payment Date after a Senior Termination Date has occurred with respect
          to a
          Mortgage Loan Group, the Senior Percentage for such Mortgage Loan Group
          will be
          equal to 0%; and, provided,
          further,
          that on
          any Payment Date after a Senior Termination Date has occurred with respect
          to
          two Mortgage Loan Groups, the Senior Percentage of the remaining Offered
          Notes
          is the percentage equivalent of a fraction, the numerator of which is the
          aggregate of the Class Principal Amounts of the remaining Class or Classes
          of
          Offered Notes immediately prior to such date and the denominator of which
          is the
          aggregate of the Class Principal Amounts of all Classes of Notes, immediately
          prior to such date.

         

        “Senior
          Prepayment Percentage”:
          For
          each Mortgage Loan Group and any Payment Date occuring before March 2014,
          100%.
          Except as provided herein, the Senior Prepayment Percentage for each Mortgage
          Loan Group and any Payment Date occurring on or after the seventh anniversary
          of
          the first Payment Date will be as follows: (i) from March 2014 through
          February 2015, the related Senior Percentage plus 70% of the related Subordinate
          Percentage for such Payment Date; (ii) from March 2015 through February
          2016, the related Senior Percentage plus 60% of the related Subordinate
          Percentage for such Payment Date; (iii) from March 2016 through February
          2017, the related Senior Percentage plus 40% of the related Subordinate
          Percentage for such Payment Date; (iv) from March 2017 through February
          2018, the related Senior Percentage plus 20% of the related Subordinate
          Percentage for such Payment Date; and (v) from and after March 2018, the
          related Senior Percentage for such Payment Date; provided,
          however, that
          there shall be no reduction in the Senior Prepayment Percentage for any
          Mortgage
          Loan Group on a Payment Date, unless the Step Down Conditions are satisfied
          with
          respect to such Payment Date; and provided,
          further,
          that if
          on any Payment Date occurring on or after the Payment Date in March 2014,
          the
          Senior Percentage for such Mortgage Loan Group exceeds the initial Senior
          Percentage for such Mortgage Loan Group, the Senior Prepayment Percentage
          for
          each Mortgage Loan Group for such Payment Date will again equal
          100%.


        
          
            
            

          

          
            36

            
              

            

          

          
            
            

          

        


         

        Notwithstanding
          the above, (i) if on any Payment Date prior to March 2010 the Two Times
          Test is
          satisfied, the Senior Prepayment Percentage for each Mortgage Loan Group
          will
          equal the related Senior Percentage for such Payment Date plus 50% of an
          amount
          equal to the Subordinate Percentage for such Payment Date and (ii) if
          on any
          Payment Date in or after March 2010 the Two Times Test is satisfied, the
          Senior
          Prepayment Percentage for each Mortgage Loan Group will equal the Senior
          Percentage for such Payment Date; provided,
          however,
          on any
          Payment Date after a Senior Termination Date has occurred with respect
          to a
          Mortgage Loan Group, the Servicer Prepayment Percentage will equal 0% for
          the
          related Mortgage Loan Group.

         

        “Senior
          Principal Distribution Amount”:
          For
          each Mortgage Loan Group and any Payment Date, the sum of: 

         

        (1) the
          product of (a) the related Senior Percentage and (b) the principal portion
          of
          each Monthly Payment on each Mortgage Loan in the related Mortgage Loan
          Group
          due during the related Due Period;

         

        (2) the
          product of (a) the related Senior Prepayment Percentage and (b) each of
          the
          following amounts: (i) the principal portion of each full and partial Principal
          Prepayment made by a borrower on a Mortgage Loan in the related Mortgage
          Loan
          Group during the related Prepayment Period, (ii) each other unscheduled
          collection, including any Subsequent Recovery, Insurance Proceeds and Net
          Liquidation Proceeds (other than with respect to any Mortgage Loan in the
          related Mortgage Loan Group that was finally liquidated during the related
          Prepayment Period), representing or allocable to recoveries of principal
          of
          Mortgage Loans received during the related Prepayment Period and (iii)
          the
          principal portion of all proceeds of the purchase (or, in the case of a
          Qualified Substitution Mortgage Loan, amounts representing a Substitution
          Adjustment) of any Mortgage Loan in the related Mortgage Loan Group actually
          received by the Securities Administrator during the related Prepayment
          Period;

         

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

         

        (4) any
          amounts described in clauses (1) through (3) for any previous Payment Date
          that
          remain unpaid.

         

        “Senior
          Termination Date”:
          For
          any Mortgage Loan Group, the date on which the aggregate Class Principal
          Amount
          of the related Class or Classes of Offered Notes is reduced to
          zero.

         

        “Servicer”:
          Each
          of the several primary servicers of the Mortgage Loans as set forth in
          Exhibit N
          hereto and any successors thereto or replacement therefor. 


        
          
            
            

          

          
            37

            
              

            

          

          
            
            

          

        


         

        “Servicer
          Remittance Date”:
          With
          respect to each Mortgage Loan, the 18th day of each month, or the next
          Business
          Day if such 18th day is not a Business Day or if provided in the related
          Servicing Agreement, the preceding Business Day if such 18th
          day is
          not a Business Day.

         

        “Service(s)(ing)”:
          In
          accordance with Regulation AB, the act of servicing and administering the
          Mortgage Loans or any other assets of the Trust by an entity that meets
          the
          definition of “servicer’ set forth in Item 1101 of Regulation AB and is subject
          to the disclosure requirements set forth in 1108 of Regulation AB. Any
          uncapitalized occurrence of this term shall have the meaning commonly understood
          by participants in the residential mortgage-backed securitization
          market.

         

        “Servicing
          Account”:
          Any
          account established and maintained for the benefit of the Master Servicer
          or the
          Trust by a Servicer with respect to the related Mortgage Loans and any
          REO
          Property, pursuant to the terms of the respective Servicing
          Agreement.

         

        “Servicing
          Advances”:
          With
          respect to any Servicer or the Master Servicer (including the Indenture
          Trustee
          in its capacity as successor Master Servicer), all customary, reasonable
          and
          necessary “out of pocket” costs and expenses (including reasonable attorneys’
fees and expenses) incurred by any Servicer or the Master Servicer in the
          performance of its servicing obligations hereunder, including, but not
          limited
          to, the cost of (i) the preservation, restoration, inspection and protection
          of
          the Mortgaged Property, (ii) any enforcement or judicial proceedings, including
          foreclosures, (iii) the management and liquidation of the REO Property
          and (iv)
          compliance with the obligations under Article III hereof or the related
          Servicing Agreements.

         

        “Servicing
          Agreement”:
          The
          servicing agreements relating to the Mortgage Loans as set forth in Exhibit
          N
          hereto, servicing arrangements for any Mortgage Loans under the Seller’s
          Correspondent Sellers Guide, and any other servicing agreement entered
          into
          between a successor servicer and the Seller or the Indenture Trustee on
          behalf
          of the Trust pursuant to the terms hereof.

         

        “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”:
          With
          respect to each Servicer and each Mortgage Loan serviced by such Servicer
          and
          for any calendar month, the fee payable to such Servicer determined pursuant
          to
          the related Servicing Agreement.

         

        “Servicing
          Fee Rate”:
          With
          respect to each Mortgage Loan, the per annum servicing fee rate set forth
          on the
          Mortgage Loan Schedule.

         

        “Servicing
          Function Participant”:
          Any
          Sub-Servicer or Subcontractor, other than each Servicer, the Master Servicer,
          the Trustee, the Custodian and the Securities Administrator, in each case
          that
          is participating in the servicing function within the meaning of Regulation
          AB.

         

        “Servicing
          Officer”: Any
          officer of a Master Servicer or Servicer involved in, or responsible for,
          the
          administration and servicing of Mortgage Loans, whose name and specimen
          signature appear on a list of servicing officers furnished by the Master
          Servicer to the Indenture Trustee, the Securities Administrator and the
          Depositor on the Closing Date, as such list may from time to time be
          amended.


        
          
            
            

          

          
            38

            
              

            

          

          
            
            

          

        


         

        “Seven-Year
          Hybrid Mortgage Loans”:
          The
          Mortgage Loans identified as such on Schedule I hereto.

         

        “Significant
          Modification”:
          As
          defined in Section 3.25.

         

        “Significant
          Modification Loan”:
          As
          defined in Section 3.25.

         

        “S&P”:
          Standard & Poor’s Rating Services (a division of The McGraw-Hill Companies,
          Inc.).

         

        “Stated
          Maturity Date”:
          As
          defined in the Indenture.

         

        “Step
          Down Conditions”:
          As of
          any Payment Date on which any decrease in any Senior Prepayment Percentage
          may
          apply, (i) the outstanding Principal Balance of all Mortgage Loans 60 days
          or
          more Delinquent (including Mortgage Loans in REO and foreclosure), averaged
          over
          the preceding six month period, as a percentage of the aggregate of the
          Class
          Principal Amount of the Classes of Subordinate Notes on such Payment Date,
          does
          not equal or exceed 50% and (ii) cumulative Realized Losses with respect to
          all of the Mortgage Loans do not exceed:

         

        
          	 	
                  ·

                	
                  for
                    any Payment Date on or after the seventh anniversary until the
                    eighth
                    anniversary of the first Payment Date, 30% of the aggregate Class
                    Principal Amounts of the Subordinate Notes as of the Closing
                    Date,

                


        

         

        
          	 	
                  ·

                	
                  for
                    any Payment Date on or after the eighth anniversary until the
                    ninth
                    anniversary of the first Payment Date, 35% of the aggregate Class
                    Principal Amounts of the Subordinate Notes as of the Closing
                    Date,

                


        

         

        
          	 	
                  ·

                	
                  for
                    any Payment Date on or after the ninth anniversary until the
                    tenth
                    anniversary of the first Payment Date, 40% of the aggregate Class
                    Principal Amounts of the Subordinate Notes as of the Closing
                    Date,

                


        

         

        
          	 	
                  ·

                	
                  for
                    any Payment Date on or after the tenth anniversary until the
                    eleventh
                    anniversary of the first Payment Date, 45% of the aggregate Class
                    Principal Amounts of the Subordinate Notes as of the Closing
                    Date,
                    and

                


        

         

        
          	 	
                  ·

                	
                  for
                    any Payment Date on or after the eleventh anniversary of the
                    first Payment
                    Date, 50% of the aggregate Class Principal Amounts of the Subordinate
                    Notes as of the Closing Date.

                


        

         

        “Strike
          Rate”:
          For
          the Yield Maintenance Agreement relating to the Class A-1 Notes, the excess
          of
          (i) the related Class A Available Funds Cap Rate over (ii) the Class A-1
          Margin.


        
          
            
            

          

          
            39

            
              

            

          

          
            
            

          

        


         

        For
          the
          Yield Maintenance Agreement relating to the Group 2 Notes, the excess of
          (i) the
          related Class A Available Funds Cap Rate over (ii) the weighted average
          of the
          Class A-2A Margin, Class A-2B Margin and Class A-2C Margin (weighted on
          the
          basis of the related Notes’ Class Principal Amounts for the immediately
          preceding Payment Date, after giving effect to distributions and allocations
          of
          Realized Losses and Subsequent Recoveries on such Payment Date, or as of
          the
          Closing Date for the first Payment Date).

         

        For
          the
          Yield Maintenance Agreement relating to the Group 3 Notes, the excess of
          (i) the
          related Class A Available Funds Cap Rate over (ii) the weighted average
          of the
          Class A-3A Margin and Class A-3B Margin (weighted on the basis of the related
          Notes’ Class Principal Amounts for the immediately preceding Payment Date, after
          giving effect to distributions and allocations of Realized Losses and Subsequent
          Recoveries on such Payment Date, or as of the Closing Date for the first
          Payment
          Date).

         

        “Subcontractor”:
          Any
          vendor, subcontractor or other Person that is not responsible for the overall
          servicing of Mortgage Loans but performs one or more discrete functions
          identified in Item 1122(d) of Regulation AB with respect to Mortgage Loans
          under
          the direction or authority of any Servicer (or a Sub-Servicer of any Servicer),
          the Master Servicer, the Trustee or the Securities Administrator.

         

        
          “Subordinate
            Component”:
            For
            any Payment Date and with respect to any Mortgage Loan Group, the product
            of (a)
            the aggregate Scheduled Principal Balances of the Mortgage Loans in the
            related
            Mortgage Loan Group, as of the first day of the related Due Period, plus
            any
            amounts on deposit in the Reserve Fund attributable to such Mortgage
            Loan Group,
minus
            the
            aggregate Class Principal Amount of the related Offered Notes immediately
            prior
            to such Payment Date multiplied by (b) the quotient of (i) the aggregate
            Class
            Principal Amount of the Subordinate Notes immediately prior to such Payment
            Date
            and (ii) the sum of the amounts described in clause (a) for each Mortgage
            Loan
            Group.

        

         

        “Subordinate
          Note”:
          Any
          one of the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 or Class
          B-6
          Notes.

         

        “Subordinate
          Percentage”:
          For
          each Mortgage Loan Group and any Payment Date, the difference between 100%
          and
          the related Senior Percentage for such Payment Date; provided,
          however, that
          on
          any Payment Date after a Senior Termination Date has occurred with respect
          to
          two Mortgage Loan Groups, the Subordinate Percentage will represent the
          entire
          interest of the Subordinate Notes in the Mortgage Loans and will be equal
          to the
          difference between 100% and the related Senior Percentage for such Payment
          Date.


         

        “Subordinate
          Prepayment Percentage”:
          For
          each Mortgage Loan Group and any Payment Date, the difference between 100%
          and
          the Senior Prepayment Percentage for such Mortgage Loan Group for such
          Payment
          Date.

         

        “Subordinate
          Principal Distribution Amount”:
          For
          each Mortgage Loan Group and any Payment Date, an amount equal to the sum
          of:

         

        (1) the
          product of (a) the related Subordinate Percentage and (b) the principal
          portion
          of each Monthly Payment on each Mortgage Loan in the related Mortgage Loan
          Group
          due during the related Due Period;


        
          
            
            

          

          
            40

            
              

            

          

          
            
            

          

        


         

        (2) the
          product of (a) the related Subordinate Prepayment Percentage and (b) each
          of the
          following amounts: (i) the principal portion of each full and partial Principal
          Prepayment made by a borrower on a Mortgage Loan in the related Mortgage
          Loan
          Group during the related Prepayment Period, (ii) each other unscheduled
          collection, including any Subsequent Recovery, Insurance Proceeds and Net
          Liquidation Proceeds (other than with respect to any related Mortgage Loan
          that
          was finally liquidated during the related Prepayment Period), representing
          or
          allocable to recoveries of principal of Mortgage Loans received during
          the
          related Prepayment Period and (iii) the principal portion of all proceeds
          of the
          purchase (or, in the case of a Qualified Substitute Mortgage Loan, amounts
          representing a Substitution Adjustment) of any Mortgage Loan in the related
          Mortgage Loan Group actually received by the Securities Administrator with
          respect to the related Prepayment Period;

         

        (3) with
          respect to unscheduled recoveries allocable to principal of any Mortgage
          Loan in
          the related Mortgage Loan Group that was finally liquidated during the
          related
          Prepayment Period, the related Net Liquidation Proceeds allocable to principal
          (to the extent not distributed pursuant to subsection (3) of the definition
          of
          Senior Principal Distribution Amount for the related Mortgage Loan Group);
          and

         

        (4) any
          amounts described in clauses (1) through (3) for any previous Payment Date
          that
          remain unpaid.

         

        “Sub-Servicer”:
          Any
          Person that (i) services Mortgage Loans on behalf of any Servicer, the
          Master
          Servicer, the Securities Administrator, the Trustee or the Custodian and
          (ii) is
          responsible for the performance (whether directly or through sub-servicers
          or
          Subcontractors) of Servicing functions required to be performed under this
          Agreement, any related Servicing Agreement or any sub-servicing agreement
          that
          are identified in Item 1122(d) of Regulation AB.

         

        “Subsequent Recovery”:
          With
          respect to any Payment Date and a Mortgage Loan that became a Liquidated
          Mortgage Loan in a month preceding the related Prepayment Period to such
          Payment
          Date and with respect to which the related Realized Loss was allocated
          to one or
          more Classes of Notes, an amount received in respect of such Liquidated
          Mortgage
          Loan during the related Prepayment Period, net of any reimbursable
          expenses.

         

        “Substitution
          Adjustment”:
          As
          defined in Section 2.04(d) hereof.

         

        “Surety
          Bond”:
          Not
          applicable.

         

        “Swap
          Proceeds Account”:
          The
          account maintained by the Auction Administrator pursuant to the Auction
          Administration Agreement.


        
          
            
            

          

          
            41

            
              

            

          

          
            
            

          

        


         

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

         

        “Ten-Year
          Hybrid Mortgage Loans”:
          The
          Mortgage Loans identified as such on Schedule I hereto.

         

        “Thornburg”:
          Thornburg Mortgage Home Loans, Inc., a Delaware corporation, and its successors
          and assigns.

         

        “Three-Year
          Hybrid Mortgage Loans”:
          The
          Mortgage Loans identified as such on Schedule I hereto.

         

        “TMFI”:
          Thornburg Mortgage Funding, Inc., a Delaware corporation, and its successors
          and
          assigns.

         

        “TMFI
          Contractual Rights”:
          As
          defined in the Preliminary Statement.

         

        “TMFI
          Mortgage Loan Purchase Agreement”:
          The
          mortgage loan purchase agreement between the Initial Seller and TMFI dated
          as of
          February 1, 2007, regarding the transfer of the Mortgage Loans by Initial
          Seller
          to TMFI including the Initial Seller’s rights and interest in the Servicing
          Agreements listed in Exhibit N hereto.

         

        “TMI”:
          Thornburg Mortgage, Inc., a Maryland corporation, and its successors and
          assigns.

         

        “Trust”:
          The
          Issuer. 

         

        “Trust Account”:
          The
          Collection Account, the Note Payment Account, each Servicing Account, the
          Swap
          Proceeds Account, the Auction Proceeds Account and the Reserve Fund, as
          the
          context requires.

         

        “Trust
          Account Property”:
          The
          Trust Accounts, the Certificate Distribution Account, all amounts and
          investments held from time to time in the Trust Accounts, the Certificate
          Distribution Account (whether in the form of deposit accounts, physical
          property, book-entry securities, uncertificated securities, securities
          entitlements, investment property or otherwise) and all proceeds of the
          foregoing.

         

        “Trust
          Agreement”: The
          Original Trust Agreement as amended and restated by the Amended and Restated
          Trust Agreement dated February 27, 2007 by and among the Depositor, the
          Owner
          Trustee and the Securities Administrator.

         

        “Trust
          Estate”:
          The
          assets subject to this Agreement and the Indenture, (including those transferred
          by the Depositor to the Issuer) and pledged by the Issuer to the Indenture
          Trustee, which assets consist of all accounts, accounts receivable, contract
          rights, general intangibles, chattel paper, instruments, documents, money,
          deposit accounts, certificates of deposit, goods, notes, drafts, letters
          of
          credit, advices of credit, investment property, uncertificated securities
          and
          rights to payment of any and every kind consisting of, arising from or
          relating
          to any of the following: (i) such Mortgage Loans as from time to time are
          subject to this Agreement, together with the Mortgage Files relating thereto,
          together with all collections thereon (including any Insurance Proceeds,
          Liquidation Proceeds or other recoveries) and proceeds thereof (but not
          including any Prepayment Penalty Amounts), (ii) any REO Property, together
          with
          all collections thereon (including any Insurance Proceeds, Liquidation
          Proceeds
          or other recoveries) and proceeds thereof, (iii) the Indenture Trustee’s rights
          with respect to the Mortgage Loans under all insurance policies required
          to be
          maintained pursuant to this Agreement and any proceeds thereof, (iv) the
          Depositor’s rights under the Mortgage Loan Purchase Agreements (including any
          security interest created thereby); (v) the Trust Accounts (subject to
          the last
          sentence of this definition), any REO Account and such assets that are
          deposited
          therein from time to time and any investments thereof, together with any
          and all
          income, proceeds and payments with respect thereto, (vi) all right, title
          and
          interest of the Issuer in and to each security or pledge agreement or guarantee
          in respect of Additional Collateral (including any Surety Bond supporting
          any
          Additional Collateral Mortgage Loan, the Issuer’s security interest in and to
          any Additional Collateral and the Issuer’s rights to require payment in any
          Additional Collateral Mortgage Loan pursuant to the related Servicing
          Agreement), (vii) all right, title and interest of the Issuer in and to
          each of the Servicing Agreements, (viii) all right, title and interest
          of the
          Issuer under the Administration Agreement and the Yield Maintenance Agreements
          and (ix) all proceeds of the foregoing. Notwithstanding the foregoing,
          however,
          the Trust Fund specifically excludes (1) all payments and other collections
          of
          interest and principal due on the Mortgage Loans on or before the Cut-Off
          Date
          and principal received before the Cut-Off Date (except any principal collected
          as part of a payment due after the Cut-Off Date), (2) all income and gain
          realized from Permitted Investments of funds on deposit in the Collection
          Account and the Note Payment Account, (3) any Prepayment Penalty Amounts
          and (4)
          any Retained Interest.


        
          
            
            

          

          
            42

            
              

            

          

          
            
            

          

        


         

        “Two
          Times Test”:
          As to
          any Payment Date, (i) the Aggregate Subordinate Percentage is at least
          two times
          the Aggregate Subordinate Percentage as of the Closing Date; (ii) the aggregate
          of the Principal Balances of all Mortgage Loans Delinquent 60 days or more
          (including Mortgage Loans in REO and foreclosure), averaged over the preceding
          six-month period, as a percentage of the aggregate of the Class Principal
          Amounts of the Subordinate Notes, does not equal or exceed 50%; and (iii)
          on or
          after the Payment Date in March 2010, cumulative Realized Losses do not
          exceed
          30% of the Original Subordinated Principal Amount, or prior to the Payment
          Date
          in March 2010, cumulative Realized Losses do not exceed 20% of the Original
          Subordinated Principal Amount.

         

        
          “Undercollateralized
            Group”:
            With
            respect to any Payment Date, any Group 1 Notes, Group 2 Notes or Group
            3 Notes
            as to which the aggregate Class Principal Amount thereof, after giving
            effect to
            distributions pursuant to Section 5.01(a) on such Payment Date, is greater
            than
            the sum of (i) the Scheduled Principal Balances of the related Mortgage
            Loan
            Group as of the last day of the related Due Period and (ii) amounts,
            if any,
            then on deposit in the Reserve Fund with respect to such Group or Groups
            of
            Notes for such Payment Date.

        

         

        “Undercollateralization
          Payment”:
          As
          defined in Section 5.01(f)(ii).


        
          
            
            

          

          
            43

            
              

            

          

          
            
            

          

        


         

        “Uniform
          Commercial Code”:
          The
          Uniform Commercial Code as in effect in any applicable jurisdiction from
          time to
          time.

         

        “Uninsured
          Cause”:
          Any
          cause of damage to a Mortgaged Property such that the complete restoration
          of
          such property is not fully reimbursable by the hazard insurance policies
          required to be maintained on such Mortgaged Property.

         

        “Value”:
          With
          respect to any Mortgage Loan and the related Mortgaged Property, the lesser
          of:

         

        (i) the
          value
          of such Mortgaged Property as determined by an appraisal, or an automated
          valuation model (AVM) in lieu of an appraisal, made for the originator of the
          Mortgage Loan at the time of origination of the Mortgage Loan by an appraiser
          who met the minimum requirements of Title XI of the Financial Institution
          Reform, Recovery and Enforcement Act of 1989 and the regulations promulgated
          thereunder; and 

         

        (ii) the
          purchase price paid for the related Mortgaged Property by the Mortgagor
          with the
          proceeds of the Mortgage Loan; 

         

        provided,
          however,
          that in
          the case of a Refinancing Mortgage Loan, such value of the Mortgaged Property
          is
          generally based solely upon the value determined by an appraisal made for
          the
          originator of such Refinancing Mortgage Loan at the time of origination
          by an
          appraiser who met the minimum requirements of Title XI of the Financial
          Institution Reform, Recovery and Enforcement Act of 1989 and the regulations
          promulgated thereunder.

         

        “Voting
          Rights”:
          The
          portion of the voting rights of all of the Notes which is allocated to
          such
          Note. 99% of the voting rights shall be allocated among the Classes of
          Notes
          (other than the Class A-X Notes), pro
          rata,
          based
          on a fraction, expressed as a percentage, the numerator of which is the
          Class
          Principal Amount of such Class and the denominator of which is the aggregate
          of
          the Class Principal Amounts then outstanding and 1% of the voting rights
          shall
          be allocated to the Holders of the Class A-X Notes. The voting rights allocated
          to a Class of Notes shall be allocated among all Holders of such Class,
          pro
          rata,
          based
          on a fraction the numerator of which is the Note Principal Amount or Note
          Notional Amount of each Note of such Class and the denominator of which
          is the
          Class Principal Amount or Class Notional Amount of such Class; provided,
          however,
          that
          any Note registered in the name of the Depositor, the Master Servicer,
          the
          Securities Administrator, the Indenture Trustee, the Owner Trustee or any
          of
          their respective affiliates shall not be included in the calculation of
          Voting
          Rights.

         

        “Writedown
          Amount”:
          The
          reduction described in Section 5.03(c).

         

        “Yield
          Maintenance Agreement”:
          Any of
          the Group 1 Yield Maintenance Agreement, the Group 2 Yield Maintenance
          Agreement
          or the Group 3 Yield Maintenance Agreement, as applicable. 

         

        “Yield
          Maintenance Amount”:
          For
          any Payment Date, the amount, if any, to be paid by the Yield Maintenance
          Counterparty to the Securities Administrator pursuant to a Yield Maintenance
          Agreement, as calculated by the Yield Maintenance Counterparty based on
          information in the Payment Date Statement delivered to it pursuant to Section
          5.04.


        
          
            
            

          

          
            44

            
              

            

          

          
            
            

          

        


         

        “Yield
          Maintenance Counterparty”:
          The
          Royal Bank of Scotland plc.

         

        SECTION
          1.02. Accounting.

         

        Unless
          otherwise specified herein, for the purpose of any definition or calculation,
          whenever amounts are required to be netted, subtracted or added or any
          distributions are taken into account such definition or calculation and
          any
          related definitions or calculations shall be determined without duplication
          of
          such functions.

         

        ARTICLE
          II

         

        CONVEYANCE
          OF MORTGAGE LOANS;

         

        SECTION
          2.01. Conveyance
          of Mortgage Loans.

         

        In
          consideration of the Issuer’s delivery of the Notes and the Ownership
          Certificates to the Depositor or its designee, and concurrently with the
          execution and delivery of this Agreement, the Depositor does hereby transfer,
          assign, set over and otherwise convey to the Issuer without recourse, subject
          to
          Sections 2.02, 2.03, 2.04 and 2.05, all of the right, title and interest
          of the
          Depositor in and to the Trust Estate. To facilitate the pledge of the Trust
          Estate to the Indenture Trustee pursuant to the Indenture, the Issuer hereby
          directs the Depositor to assign and deliver the Trust Estate directly to
          the
          Indenture Trustee. The Indenture Trustee declares that, subject to the
          review
          provided for in Section 2.02, it has received and shall hold the Trust
          Estate,
          as Indenture Trustee, in trust, for the benefit and use of the Securityholders
          and for the purposes and subject to the terms and conditions set forth
          in this
          Agreement and the Indenture. Concurrently with such receipt, the Issuer
          has
          issued and delivered the Securities to or upon the order of the Depositor,
          in
          exchange for the Trust Estate.

         

        The
          foregoing sale, transfer, assignment, set-over, deposit and conveyance
          does not
          and is not intended to result in creation or assumption by the Issuer or
          the
          Indenture Trustee of any obligation of the Depositor, the Sellers or any
          other
          Person in connection with the Mortgage Loans or any other agreement or
          instrument relating thereto except as specifically set forth herein. Upon
          the
          issuance of the Notes, ownership in the Trust Estate shall be vested in
          the
          Issuer, subject to the lien created by the Indenture in favor of the Indenture
          Trustee, for the benefit of the Noteholders. 

         

        For
          purposes of complying with the requirements of the Asset-Backed Securities
          Facilitation Act of the State of Delaware, 6 Del. C. § 2701A, et seq. (the
“Securitization
          Act”),
          each
          of the parties hereto hereby agrees that:


        
          
            
            

          

          
            45

            
              

            

          

          
            
            

          

        


         

        
          	 	
                  (i)

                	
                  any
                    property, assets or rights purported to be transferred, in whole
                    or in
                    part, by the Depositor pursuant to this Agreement shall be deemed
                    to no
                    longer be the property, assets or rights of the
                    Depositor;

                


        

         

        
          	 	
                  (ii)

                	
                  none
                    of the Depositor, its creditors or, in any insolvency proceeding
                    with
                    respect to the Depositor or the Depositor’s property, a bankruptcy
                    trustee, receiver, debtor, debtor in possession or similar person,
                    to the
                    extent the issue is governed by Delaware law, shall have any
                    rights, legal
                    or equitable, whatsoever to reacquire (except pursuant to a provision
                    of
                    this Agreement), reclaim, recover, repudiate, disaffirm, redeem
                    or
                    recharacterize as property of the Depositor any property, assets
                    or rights
                    purported to be transferred, in whole or in part, by the Depositor
                    pursuant to this Agreement (including the
                    Assignment);

                


        

         

        
          	 	
                  (iii)

                	
                  in
                    the event of a bankruptcy, receivership or other insolvency proceeding
                    with respect to the Depositor or the Depositor’s property, to the extent
                    the issue is governed by Delaware law, such property, assets
                    and rights
                    shall not be deemed to be part of the Depositor’s property, assets, rights
                    or estate; and

                


        

         

        
          	 	
                  (iv)

                	
                  the
                    transaction contemplated by this Agreement shall constitute a
                    “securitization transaction” as such term is used in the Securitization
                    Act.

                


        

         

        In
          connection with such transfer and assignment, the Initial Seller, on behalf
          of
          the Seller, the Depositor and the Issuer, does hereby deliver on the Closing
          Date, unless otherwise specified in this Section 2.01, to, and deposit
          with the
          Indenture Trustee, or the Custodian as its designated agent, the following
          documents or instruments with respect to each Mortgage Loan (a “Mortgage
          File”)
          so
          transferred and assigned:

         

        
          	 	
                  (i)

                	
                  the
                    original Mortgage Note, endorsed either on its face or by allonge
                    attached
                    thereto in blank or in the following form: “Pay to the order of LaSalle
                    Bank National Association, as Indenture Trustee for Thornburg
                    Mortgage
                    Securities Trust 2007-1, without recourse” or in blank, or with respect to
                    any lost Mortgage Note, an original Lost Note Affidavit stating
                    that the
                    original mortgage note was lost, misplaced or destroyed, together
                    with a
                    copy of the related mortgage note; provided,
                    however,
                    that such substitutions of Lost Note Affidavits for original
                    Mortgage
                    Notes may occur only with respect to Mortgage Loans the aggregate
                    Cut-Off
                    Date Principal Balance of which is less than or equal to 2% of
                    the Cut-Off
                    Date Aggregate Principal Balance;

                


        

         

        
          	 	
                  (ii)

                	
                  originals
                    or copies of any guarantee, security agreement or pledge agreement
                    relating to any Additional Collateral, if applicable, and executed
                    in
                    connection with the Mortgage Note, assigned to the Indenture
                    Trustee on
                    behalf of the Issuer;

                


        

         

        
          	 	
                  (iii)

                	
                  except
                    as provided below, for each Mortgage Loan that is not a MERS
                    Mortgage
                    Loan, the original Mortgage or a copy thereof certified by the
                    public
                    recording office in which such Mortgage has been recorded, and
                    in the case
                    of each MERS Mortgage Loan, the original Mortgage or a copy thereof
                    certified by the public recording office in which such Mortgage
                    has been
                    recorded, noting the presence of the MIN for that Mortgage Loan
                    and either
                    language indicating that the Mortgage Loan is a MOM Loan if the
                    Mortgage
                    Loan is a MOM Loan, or if such Mortgage Loan was not a MOM Loan
                    at
                    origination, the original Mortgage or a copy thereof certified
                    by the
                    public recording office in which such Mortgage has been recorded
                    and the
                    assignment to MERS, in each case with evidence of recording thereon,
                    and
                    the original recorded power of attorney or a copy thereof certified
                    by the
                    public recording office in which such power of attorney has been
                    recorded,
                    if the Mortgage was executed pursuant to a power of attorney,
                    with
                    evidence of recording thereon or, if such Mortgage or power of
                    attorney
                    has been submitted for recording but has not been returned from
                    the
                    applicable public recording office, an Initial Seller certified
                    copy of
                    such Mortgage or power of attorney, as the case may be, a notation
                    that
                    the original of such unrecorded Mortgage or power of attorney,
                    as
                    applicable, has been forwarded to the public recording office,
                    or, in the
                    case of an unrecorded Mortgage or power of attorney, as applicable,
                    that
                    has been lost, a copy thereof (certified as provided for under
                    the laws of
                    the appropriate jurisdiction) and a written Opinion of Counsel
                    (delivered
                    at the Initial Seller’s expense) acceptable to the Indenture Trustee and
                    the Depositor that an original recorded Mortgage is not required
                    to
                    enforce the Indenture Trustee’s interest in the Mortgage
                    Loan;

                


        


        
          
            
            

          

          
            46

            
              

            

          

          
            
            

          

        


         

        
          	 	
                  (iv)

                	
                  the
                    original or a copy 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
                    Initial Seller certifying that the copy of such assumption, modification
                    or substitution agreement delivered to the Indenture Trustee
                    (or its
                    custodian) on behalf of the Issuer is a true copy and that the
                    original of
                    such agreement has been forwarded to the public recording
                    office;

                


        

         

        
          	 	
                  (v)

                	
                  in
                    the case of each Mortgage Loan that is not a MERS Mortgage Loan,
                    an
                    original Assignment of Mortgage, in form and substance acceptable
                    for
                    recording. The Mortgage shall be assigned to “LaSalle Bank National
                    Association, as Indenture Trustee for Thornburg Mortgage Securities
                    Trust
                    2007-1, without recourse” or in
                    blank;

                


        

         

        
          	 	
                  (vi)

                	
                  in
                    the case of each Mortgage Loan that is not a MERS Mortgage Loan,
                    a copy of
                    any intervening Assignment of Mortgage showing a complete chain
                    of
                    assignments, or, in the case of an intervening Assignment of
                    Mortgage that
                    has been lost, a written Opinion of Counsel (delivered at the
                    Initial
                    Seller’s expense) acceptable to the Indenture Trustee that such original
                    intervening Assignment of Mortgage is not required to enforce
                    the
                    Indenture Trustee’s interest in the Mortgage
                    Loans;

                


        


        
          
            
            

          

          
            47

            
              

            

          

          
            
            

          

        


         

        
          	 	
                  (vii)

                	
                  the
                    original or a copy of the lender’s title insurance policy;
                    and

                


        

         

        
          	 	
                  (viii)

                	
                  with
                    respect to any Cooperative Loan, the Cooperative Loan
                    Documents.

                


        

         

        In
          connection with the assignment of any MERS Mortgage Loan, the Initial Seller
          agrees that it will take (or shall cause the applicable Servicer to take),
          at
          the expense of the Initial Seller (with the cooperation of the Depositor,
          the
          Seller, the Issuer, the Indenture Trustee and the Master Servicer), such
          actions
          as are necessary to cause the MERS® System to indicate that such Mortgage Loans
          have been assigned to the Indenture Trustee in accordance with this Agreement
          for the benefit of the Securityholders by including (or deleting, in the
          case of
          Mortgage Loans that are repurchased in accordance with this Agreement)
          in such
          computer files the information required by the MERS® System to identify the
          series of the Notes issued in connection with the transfer of such Mortgage
          Loans to the Thornburg Mortgage Securities Trust 2007-1.

         

        With
          respect to each Cooperative Loan the Initial Seller, on behalf of the Seller
          and
          the Depositor does hereby deliver to the Indenture Trustee (or Custodian)
          the
          related Cooperative Loan Documents and the Initial Seller will take (or
          shall
          cause the applicable Servicer to take), at the expense of the Initial Seller
          (with the cooperation of the Depositor, the Indenture Trustee and the Master
          Servicer) such actions as are necessary under applicable law (including
          but not
          limited to the Uniform Commercial Code) in order to perfect the interest
          of the
          Indenture Trustee in the related Mortgaged Property.

         

        Assignments
          of each Mortgage with respect to each Mortgage Loan that is not a MERS
          Mortgage
          Loan (other than a Cooperative Loan) shall be recorded; provided,
          however,
          that
          such assignments need not be recorded if, in the Opinion of Counsel (which
          must
          be from Independent Counsel and not at the expense of the Issuer or the
          Indenture Trustee) acceptable to the Indenture Trustee, each Rating Agency
          and
          the Master Servicer, recording in such states is not required to protect
          the
          Indenture Trustee’s interest in the related Mortgage Loans; provided,
          however,
          notwithstanding the delivery of any Opinion of Counsel, each assignment
          of
          Mortgage shall be submitted for recording by the Initial Seller (or the
          Initial
          Seller will cause the applicable Servicer to submit each such assignment
          for
          recording), at the cost and expense of the Initial Seller, in the manner
          described above, at no expense to the Issuer or Indenture Trustee, upon
          the
          earliest to occur of (1) reasonable direction by the Majority Securityholders,
          (2) the occurrence of a bankruptcy or insolvency relating to the Initial
          Seller,
          the Seller or the Depositor, or (3) with respect to any one Assignment
          of
          Mortgage, 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 Initial Seller shall properly record (or the Initial
          Seller will cause the applicable Servicer to properly record), at the expense
          of
          the Initial Seller (with the cooperation of the Depositor, the Indenture
          Trustee
          and the Master Servicer), in each public recording office where the related
          Mortgages are recorded, each assignment referred to in Section 2.01(v)
          above
          with respect to a Mortgage Loan that is not a MERS Mortgage
          Loan.


        
          
            
            

          

          
            48

            
              

            

          

          
            
            

          

        


         

        Lasalle
          agrees to execute and deliver to the Depositor and the Issuer on or prior
          to the
          Closing Date an acknowledgment of receipt of the original Mortgage Note
          (with
          any exceptions noted), substantially in the form attached as Exhibit G-1
          hereto.

         

        If
          the
          original lender’s title insurance policy, or a copy thereof, was required to be
          but was not delivered pursuant to Section 2.01(vii) above, the Initial
          Seller
          shall deliver or cause to be delivered to the Indenture Trustee the original
          or
          a copy of a written commitment or interim binder or preliminary report
          of title
          issued by the title insurance or escrow company, with the original or a
          copy
          thereof to be delivered to the Indenture Trustee, promptly upon receipt
          thereof,
          but in any case within 175 days of the Closing Date. The Initial Seller
          shall
          deliver or cause to be delivered to the Indenture Trustee, promptly upon
          receipt
          thereof, any other documents constituting a part of a Mortgage File received
          with respect to any Mortgage Loan sold to the Depositor by the Seller and
          required to be delivered to the Indenture Trustee, including, but not limited
          to, any original documents evidencing an assumption or modification of
          any
          Mortgage Loan. 

         

        For
          Mortgage Loans (if any) that have been prepaid in full after the Cut-off
          Date
          and prior to the Closing Date, the Initial Seller, in lieu of delivering
          the
          above documents, herewith delivers to the Indenture Trustee, or to the
          Custodian
          on behalf of the Indenture 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
          have been
          so deposited. All original documents that are not delivered to the Indenture
          Trustee on behalf of the Issuer shall be held by the Master Servicer or
          the
          applicable Servicer in trust for the Indenture Trustee, for the benefit
          of the
          Issuer and the Securityholders.

         

        Upon
          discovery or receipt of notice of any materially defective document in,
          or that
          a document is missing from, a Mortgage File, the Initial Seller shall have
          90
          days to cure such defect or deliver such missing document to the Indenture
          Trustee. If the Initial Seller does not cure such defect or deliver such
          missing
          document within such time period, the Initial Seller shall either repurchase
          or
          substitute for such Mortgage Loan in accordance with Section 2.04
          hereof.

         

        The
          Depositor herewith delivers to the Indenture Trustee executed copies of
          the
          Mortgage Loan Purchase Agreements.

         

        SECTION
          2.02. Acceptance
          of the Trust Estate; Review of Documentation.

         

        Subject
          to the provisions of Section 2.01, the Owner Trustee, on behalf of the
          Issuer,
          acknowledges receipt of the assets transferred by the Depositor and included
          in
          the Trust Estate and has directed that the documents referred to in Section
          2.01
          and all other assets included in the definition of “Trust Estate” be delivered
          to the Indenture Trustee (or the Custodian) on its behalf.

         

        The
          Indenture Trustee hereby accepts its appointment as Custodian hereunder
          and
          acknowledges the receipt, subject to the provisions of Section 2.01 and
          subject
          to the review described below and any exceptions noted on the exception
          report
          described in the next paragraph below, of the documents referred to in
          Section
          2.01 above and all other assets included in the definition of “Trust Estate” and
          declares that, in its capacity as Custodian, it holds and will hold such
          documents and the other documents delivered to it constituting a Mortgage
          File,
          and that it holds or will hold all such assets and such other assets included
          in
          the definition of “Trust Estate” in trust for the exclusive use and benefit of
          all present and future Securityholders.


        
          
            
            

          

          
            49

            
              

            

          

          
            
            

          

        


         

        The
          Indenture Trustee further agrees, for the benefit of the Securityholders,
          to
          review each Mortgage File delivered to it and to certify and deliver to
          the
          Depositor, the Issuer, the Sellers and each Rating Agency an interim
          certification in substantially the form attached hereto as Exhibit G-2,
          within
          90 days after the Closing Date (or, with respect to any document delivered
          after
          the Closing Date, within 45 days of receipt and with respect to any Qualified
          Substitute Mortgage, within five Business Days after the assignment thereof)
          that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other
          than
          any Mortgage Loan paid in full or any Mortgage Loan specifically identified
          in
          the exception report annexed thereto as not being covered by such
          certification), (i) all documents required to be delivered to it pursuant
          to Section 2.01 of this Agreement are in its possession, (ii) such
          documents have been reviewed by it and have not been mutilated, damaged
          or torn
          and relate to such Mortgage Loan and (iii) based on its examination and
          only as to the foregoing, the information set forth in the Mortgage Loan
          Schedule that corresponds to items (i), (ii), (iii), (xiii), (xiv) and
          (xviii)
          of the Mortgage Loan Schedule (to the extent such items are required to
          be
          delivered to it as part of the Mortgage Files pursuant to Section 2.01)
          accurately reflects information set forth in the Mortgage File. It is herein
          acknowledged that, in conducting such review, the Indenture Trustee is
          under no
          duty or obligation to inspect, review or examine any such documents,
          instruments, certificates or other papers to determine that they are genuine,
          enforceable, or appropriate for the represented purpose or that they have
          actually been recorded or that they are other than what they purport to
          be on
          their face.

         

        No
          later
          than 180 days after the Closing Date, the Indenture Trustee shall deliver
          to the
          Issuer, the Depositor and the Sellers a final certification in the form
          annexed
          hereto as Exhibit G-3 evidencing the completeness of the Mortgage Files,
          with
          any applicable exceptions noted thereon.

         

        If,
          in
          the process of reviewing the Mortgage Files and making or preparing, as
          the case
          may be, the certifications referred to above, the Indenture Trustee finds
          any
          document or documents constituting a part of a Mortgage File to be missing
          or
          not conforming to the requirements set forth herein, at the conclusion
          of its
          review the Indenture Trustee (or the Custodian as its designated agent)
          shall
          promptly notify the Sellers, the Depositor and the Master Servicer. In
          addition,
          upon the discovery by the Issuer, the Initial Seller, the Seller or the
          Depositor (or upon receipt by the Indenture Trustee of written notification
          of
          such breach) of a breach of any of the representations and warranties made
          by
          either the Initial Seller or the Seller in the related Mortgage Loan Purchase
          Agreement in respect of any Mortgage Loan that materially adversely affects
          such
          Mortgage Loan or the interests of the related Securityholders in such Mortgage
          Loan, the party discovering such breach shall give prompt written notice
          to the
          other parties to this Agreement.


        
          
            
            

          

          
            50

            
              

            

          

          
            
            

          

        


         

        Nothing
          in this Agreement shall be construed to constitute an assumption by the
          Trust
          Estate, the Indenture Trustee, any Custodian or the Securityholders of
          any
          unsatisfied duty, claim or other liability on any Mortgage Loan or to any
          Mortgagor.

         

        Upon
          execution of this Agreement, the Depositor hereby delivers to the Indenture
          Trustee, and the Indenture Trustee acknowledges receipt of, the Mortgage
          Loan
          Purchase Agreements and each Servicing Agreement.

         

        SECTION
          2.03. Grant
          Clause.  

         

        
          (a) It
            is
            intended that the conveyance by the Depositor to the Issuer of the Mortgage
            Loans and other assets in the Trust Estate, as provided for in Section
            2.01 be
            construed as a sale by the Depositor to the Issuer of the Mortgage Loans
            and
            other assets in the Trust Estate for the benefit of the Securityholders.
            Further, it is not intended that any such conveyance be deemed to be
            a pledge of
            the Mortgage Loans and other assets in the Trust Estate by the Depositor
            to the
            Issuer to secure a debt or other obligation of the Depositor. However,
            in the
            event that the Mortgage Loans and other assets in the Trust Estate are
            held to
            be property of the Depositor or if for any reason this Agreement is held
            or
            deemed to create a security interest in the Mortgage Loans and other
            assets in
            the Trust Estate, then it is intended that (a) this Agreement shall also
            be
            deemed to be a security agreement within the meaning of Articles 8 and
            9 of the
            New York UCC (or the Uniform Commercial Code if not the New York UCC);
            (b) the
            conveyances provided for in Section 2.01 shall be deemed to be (1) a
            grant by
            the Depositor to the Issuer of a security interest in all of the Depositor’s
            right (including the power to convey title thereto), title and interest,
            whether
            now owned or hereafter acquired, in and to (A) the Mortgage Loans, including
            the
            Mortgage Notes, the Mortgages, any related insurance policies and all
            other
            documents in the related Mortgage Files, (B) all amounts payable pursuant
            to the
            Mortgage Loans in accordance with the terms thereof and (C) any and all
            general
            intangibles consisting of, arising from or relating to any of the foregoing,
            and
            all proceeds of the conversion, voluntary or involuntary, of the foregoing
            into
            cash, instruments, securities or other property, including without limitation
            all Liquidation Proceeds, all Insurance Proceeds, all amounts from time
            to time
            held or invested in the Trust Accounts, whether in the form of cash,
            instruments, securities or other property and (2) an assignment by the
            Depositor
            to the Issuer for the transfer to the Indenture Trustee of any security
            interest
            in any and all of the Depositor’s right (including the power to convey title
            thereto), title and interest, whether now owned or hereafter acquired,
            in and to
            the property described in the foregoing clauses (1)(A) through (C); (c)
            the
            possession by the Indenture Trustee or any other agent of the Issuer
            of Mortgage
            Notes, and such other items of property as constitute instruments, money,
            negotiable documents or chattel paper shall be deemed to be “possession by the
            secured party,” or possession by a purchaser or a person designated by such
            secured party, for purposes of perfecting the security interest pursuant
            to the
            New York UCC and any other Uniform Commercial Code (including, without
            limitation, Section 9-313, 8-313 or 8-321 thereof); and (d) notifications
            to
            persons holding such property, and acknowledgments, receipts or confirmations
            from persons holding such property, shall be deemed notifications to,
            or
            acknowledgments, receipts or confirmations from, financial intermediaries,
            bailees or agents (as applicable) of the Issuer for the purpose of perfecting
            such security interest under applicable law.

        


        
          
            
            

          

          
            51

            
              

            

          

          
            
            

          

        


         

        (b) The
          Depositor and, at the Depositor’s direction, the Sellers and the Issuer 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 of the Trust
          Estate, such security interest would be deemed to be a perfected security
          interest of first priority under applicable law and will be maintained
          as such
          throughout the term of this Agreement. Without limiting the generality
          of the
          foregoing, the Depositor shall prepare and deliver to the Issuer, and the
          Issuer
          shall 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 Uniform Commercial Code to perfect
          the
          Issuer’s security interest in or lien on the Mortgage Loans as evidenced by an
          Officer’s Certificate of the Depositor, including without limitation (x)
          continuation statements, and (y) such other statements as may be occasioned
          by
          (1) any change of name of the Initial Seller, the Seller, the Depositor
          or the
          Issuer, (2) any change of location of the place of business or the chief
          executive office of the Initial Seller, the Seller or the Depositor or
          (3) any
          transfer of any interest of the Initial Seller, the Seller or the Depositor
          in
          any Mortgage Loan.

         

        (c) Neither
          the Depositor nor the Issuer 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 transferee, including the Indenture Trustee. Before
          effecting such change, each of the Depositor or the Issuer 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 transferees, including
          the
          Indenture Trustee, in the Mortgage Loans. In connection with the transactions
          contemplated by this Agreement and the Indenture, each of the Depositor
          and the
          Issuer authorizes its immediate transferee, including the Indenture Trustee
          (or
          the Securities Administrator acting on behalf of the Indenture Trustee),
          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 Section 2.03(b) and this Section 2.03(c).

         

        (d) The
          Depositor shall not take any action inconsistent with the sale by the Depositor
          of all of its right, title and interest in and to the Trust Estate and
          shall
          indicate or shall cause to be indicated in its records and records held
          on its
          behalf that ownership of each Mortgage Loan and the other property of the
          Issuer
          is held by the Issuer. In addition, the Depositor shall respond to any
          inquiries
          from third parties with respect to ownership of a Mortgage Loan or any
          other
          property of the Trust Estate by stating that it is not the owner of such
          Mortgage Loan and that ownership of such Mortgage Loan or other property
          of the
          Trust Estate is held by the Issuer on behalf of the Noteholders.

         

        SECTION
          2.04. Repurchase
          or Substitution of Mortgage Loans by the Seller.

         

        
          
            
            

          

          
            52

            
              

            

          

          
            
            

          

           

        

         

        
          (a) Upon
            discovery or receipt of written notice that a document does not comply
            with the
            requirements of Section 2.01 hereof, or that a document is missing from,
            a
            Mortgage File or of the breach by the Initial Seller or the Seller of
            any
            representation, warranty or covenant under its related Mortgage Loan
            Purchase
            Agreement or in Section 2.05 or Section 2.08 herein in respect of any
            Mortgage Loan which materially adversely affects the value of that Mortgage
            Loan
            or the interest therein of the Securityholders, (i) in the case of Mortgage
            Loan
            documentation that is not in compliance with Section 2.01 or is missing,
            the
            Indenture Trustee (or the Custodian as its designated agent) shall promptly
            notify the Initial Seller of such noncompliance or missing document and
            request
            that the Initial Seller deliver such missing document or cure such noncompliance
            within 90 days from the date that the Initial Seller was notified of
            such
            missing document or noncompliance, and if the Initial Seller does not
            deliver
            such missing document or cure such noncompliance in all material respects
            during
            such period, the Indenture Trustee shall enforce the Initial Seller’s obligation
            under the TMFI Mortgage Loan Purchase Agreement and cause the Initial
            Seller to
            repurchase that Mortgage Loan from the Trust Estate at the Purchase Price
            on or
            prior to the Determination Date following the expiration of such 90 day
            period
            or (ii) in the case of a breach of a representation, warranty or covenant
            with respect to a Mortgage Loan, the party discovering such breach shall
            notify
            the Initial Seller or the Seller, as applicable, and the Indenture Trustee
            of
            such breach (with a copy of such notice provided to the other parties
            hereto) of
            its representation, warranty or covenant made under the related Mortgage
            Loan
            Purchase Agreement, and request that the Initial Seller or the Seller,
            as
            applicable, cure such breach within 90 days from the date it was notified
            of the
            breach and if the Initial Seller or the Seller, as applicable, which
            caused the
            breach does not cure such breach in all material respects during such
            period,
            the Indenture Trustee shall enforce the obligation of the Initial Seller
            or
            Seller, as applicable, which caused the breach under its related Mortgage
            Loan
            Purchase Agreement and cause it to repurchase the Mortgage Loans from
            the Trust
            Estate at the Purchase Price on or prior to the Determination Date following
            the
            expiration of such 90 day period; provided,
            however,
            that, in
            connection with any such breach that could not reasonably have been cured
            within
            such 90 day period, if either the Initial Seller or the Seller, as applicable,
            shall have commenced to cure such breach within such 90 day period, the
            Initial
            Seller or Seller, as applicable shall be permitted to proceed thereafter
            diligently and expeditiously to cure the same within the additional period
            provided under the applicable Mortgage Loan Purchase Agreement; and,
            provided
            further,
            that,
            in the case of the breach of any representation, warranty or covenant
            made by
            either the Initial Seller or the Seller in Schedule III of the related
            Mortgage
            Loan Purchase Agreement, the Initial Seller or the Seller, as applicable,
            shall
            be obligated to cure such breach or purchase the affected Mortgage Loans
            for the
            Purchase Price or, if the Mortgage Loan or the related Mortgaged Property
            acquired with respect thereto has been sold, then the Initial Seller
            or the
            Seller, as applicable, shall pay, in lieu of the Purchase Price, any
            excess of
            the Purchase Price over the Net Liquidation Proceeds received upon such
            sale.
            The Purchase Price for the repurchased Mortgage Loan or such other amount
            due
            shall be deposited in the Collection Account on or prior to the next
            Determination Date after the obligation of the Initial Seller or Seller,
            as
            applicable, to repurchase such Mortgage Loan arises. The Indenture Trustee,
            upon
            receipt of written certification from the Securities Administrator of
            the
            related deposit in the Collection Account, shall cause the Custodian
            to release
            to the Initial Seller or Seller, as applicable, the related Mortgage
            File and
            shall execute and deliver such instruments of transfer or assignment,
            in each
            case without recourse, as the Initial Seller or Seller, as applicable,
            shall
            furnish to it and as shall be necessary to vest in the Initial Seller
            or the
            Seller, as applicable, any Mortgage Loan released pursuant hereto and
            the
            Indenture Trustee shall have no further responsibility with regard to
            such
            Mortgage File (it being understood that the Indenture Trustee shall have
            no
            responsibility for determining the sufficiency of such assignment for
            its
            intended purpose). In lieu of repurchasing any such Mortgage Loan as
            provided
            above, the Initial Seller or the Seller, as applicable, which caused
            the breach
            may cause such Mortgage Loan to be removed from the Trust Estate (in
            which case
            it shall become a Deleted Mortgage Loan) and substitute one or more Qualified
            Substitute Mortgage Loans in the manner and subject to the limitations
            set forth
            in Section 2.04(d) below. It is understood and agreed that the obligation
            of the
            Initial Seller or the Seller, as applicable, to cure or to repurchase
            (or to
            substitute for) any Mortgage Loan as to which a document is missing,
            a material
            defect in a constituent document exists or as to which such a breach
            has
            occurred and is continuing shall constitute the sole remedy against the
            Initial
            Seller or the Seller, as applicable, respecting such omission, defect
            or breach
            available to the Indenture Trustee on behalf of the
            Securityholders.

        


        
          
            
            

          

          
            53

            
              

            

          

          
            
            

          

        


         

        The
          Indenture Trustee on behalf of the Issuer shall enforce the obligations
          of the
          Initial Seller and the Seller under the related Mortgage Loan Purchase
          Agreement
          including, without limitation, any obligation of the Initial Seller to
          purchase
          a Mortgage Loan on account of missing or defective documentation or any
          such
          obligation of the Initial Seller or the Seller, as applicable, on account
          of a
          breach of a representation, warranty or covenant as described in this Section
          2.04(a).

         

        Any
          costs
          and expenses (including
          reasonable attorneys’ fees and expenses) incurred by the Indenture
          Trustee enforcing the obligations of the Initial Seller and the Seller
          under
          this Section 2.04(a) shall be reimbursable to the Indenture Trustee from
          amounts
          on deposit in the Collection Account.

         

        (b) If
          pursuant to the provisions of Section 2.04(a), the Initial Seller or the
          Seller
          repurchases or otherwise removes from the Trust Estate a Mortgage Loan
          that is a
          MERS Mortgage Loan, the Initial Seller or the Seller, as applicable, will
          take
          (or shall cause the applicable Servicer to take), at the expense of the
          Initial
          Seller or the Seller, as applicable (with the cooperation of the Depositor,
          the
          Indenture Trustee and the Master Servicer), such actions as are necessary
          to
          either (i) cause MERS to execute and deliver an Assignment of Mortgage
          in
          recordable form to transfer the Mortgage from MERS to the Initial Seller
          or the
          Seller, as applicable, and shall cause such Mortgage to be removed from
          registration on the MERS® System in accordance with MERS’ rules and regulations
          or (ii) cause MERS to designate on the MERS® System the Initial Seller or the
          Seller, as applicable, or its designee as the beneficial holder of such
          Mortgage
          Loan.

         

        (c) [Reserved].

         

        
          (d) As
            to any
            Deleted Mortgage Loan for which the Initial Seller or the Seller, as
            applicable,
            substitutes a Qualified Substitute Mortgage Loan or Mortgage Loans, such
            substitution shall be effected by the Initial Seller or the Seller, as
            applicable, delivering to the Indenture Trustee, for such Qualified Substitute
            Mortgage Loan or Mortgage Loans, the Mortgage Note, the Mortgage, the
            Assignment
            to the Indenture Trustee (or the Custodian on its behalf), and such other
            documents and agreements, with all necessary endorsements thereon, as
            are
            required by Section 2.01 hereof (subject to the exceptions provided therein),
            together with an Officers’ Certificate stating that each such Qualified
            Substitute Mortgage Loan satisfies the definition thereof and specifying
            the
            Substitution Adjustment (as described below), if any, in connection with
            such
            substitution; provided,
            however,
            that, in
            the case of any Qualified Substitute Mortgage Loan that is a MERS Mortgage
            Loan,
            the Initial Seller or the Seller, as applicable, shall provide such documents
            and take such other action with respect to such Qualified Substitute
            Mortgage
            Loans as are required pursuant to Section 2.01 hereof. The Indenture
            Trustee (or
            the Custodian on its behalf) shall acknowledge receipt for such Qualified
            Substitute Mortgage Loan or Loans and, within five Business Days thereafter,
            shall review such documents as specified in Section 2.02 hereof and deliver
            to
            the related Servicer, with respect to such Qualified Substitute Mortgage
            Loan or
            Loans, a certification substantially in the form attached hereto as Exhibit
            G-2,
            with any exceptions noted thereon. Within 180 days of the date of substitution,
            the Indenture Trustee (or the Custodian on its behalf) shall deliver
            to the
            Initial Seller or the Seller, as applicable, and the Master Servicer
            a
            certification substantially in the form of Exhibit G-3 hereto with respect
            to
            such Qualified Substitute Mortgage Loan or Loans, with any exceptions
            noted
            thereon. Monthly Payments due with respect to Qualified Substitute Mortgage
            Loans in the month of substitution are not part of the Trust Estate and
            will be
            retained by the Initial Seller or the Seller, as applicable,. For the
            month of
            substitution, payments to Securityholders will reflect the collections
            and
            recoveries in respect of such Deleted Mortgage Loan in the Due Period
            preceding
            the month of substitution and the Depositor or the Initial Seller or
            the Seller,
            as applicable, as the case may be, shall thereafter be entitled to retain
            all
            amounts subsequently received in respect of such Deleted Mortgage Loan.
            The
            Initial Seller or the Seller, as applicable, shall give or cause to be
            given
            written notice to the Securityholders that such substitution has taken
            place,
            shall amend the Mortgage Loan Schedule to reflect the removal of such
            Deleted
            Mortgage Loan from the terms of this Agreement and the substitution of
            the
            Qualified Substitute Mortgage Loan or Loans and shall deliver a copy
            of such
            amended Mortgage Loan Schedule to the Indenture Trustee. Upon such substitution,
            such Qualified Substitute Mortgage Loan or Loans shall constitute part
            of the
            Trust Estate and shall be subject in all respects to the terms of this
            Agreement
            and, in the case of a substitution effected by the Initial Seller or
            the Seller,
            the related Mortgage Loan Purchase Agreement, including, in the case
            of a
            substitution effected by the Initial Seller or the Seller, all representations
            and warranties thereof included in the related Mortgage Loan Purchase
            Agreement
            and all representations and warranties thereof set forth in Section 2.05
            hereof,
            in each case as of the date of substitution.

        


        
          
            
            

          

          
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        For
          any
          month in which the Initial Seller or the Seller, as applicable, substitutes
          one
          or more Qualified Substitute Mortgage Loans for one or more Deleted Mortgage
          Loans, the Initial Seller or the Seller, as applicable, shall determine,
          and
          provide written certification to the Indenture Trustee as to the amount
          (each, a
“Substitution
          Adjustment”),
          if
          any, by which the aggregate Purchase Price of all such Deleted Mortgage
          Loans
          exceeds the aggregate, as to each such Qualified Substitute Mortgage Loan,
          of
          the principal balance thereof as of the date of substitution, together
          with one
          month’s interest on such principal balance at the applicable Net Loan Rate. On
          or prior to the next Determination Date after the Initial Seller’s or the
          Seller’s obligation to repurchase the related Deleted Mortgage Loan arises, the
          Initial Seller or the Seller, as applicable, will deliver or cause to be
          delivered to the Securities Administrator for deposit in the Collection
          Account
          an amount equal to the related Substitution Adjustment, if any, and the
          Indenture Trustee, upon receipt of the related Qualified Substitute Mortgage
          Loan or Loans and an acknowledgment from the Securities Administrator of
          its
          receipt of the deposit to the Collection Account, shall release to the
          Initial
          Seller or the Seller, as applicable, the related Mortgage File or Files
          and
          shall execute and deliver such instruments of transfer or assignment, in
          each
          case without recourse, as the Initial Seller or the Seller, as applicable,
          shall
          deliver to it and as shall be necessary to vest therein any Deleted Mortgage
          Loan released pursuant hereto.


        
          
            
            

          

          
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        SECTION
          2.05. Representations
          and Warranties of the Sellers with Respect to the Mortgage
          Loans.

         

        Each
          of
          the Initial Seller and the Seller hereby represents and warrants to the
          Indenture Trustee for the benefit of the Securityholders that the
          representations and warranties made by it pursuant to Schedule III to the
          related Mortgage Loan Purchase Agreement are hereby being made to the Indenture
          Trustee for the benefit of the Securityholders and are true and correct
          as of
          the Closing Date.

         

        With
          respect to the representations and warranties incorporated in this Section
          2.05
          that are made to the best of the Initial Seller’s or the Seller’s knowledge or
          as to which either the Initial Seller or the Seller has no knowledge, if
          it is
          discovered by the Depositor, the Initial Seller, the Seller, the Master
          Servicer
          or the Indenture Trustee that the substance of such representation and
          warranty
          is inaccurate and such inaccuracy materially and adversely affects the
          value of
          the related Mortgage Loan or the interest therein of the Securityholders
          then,
          notwithstanding the applicable seller’s lack of knowledge with respect to the
          substance of such representation and warranty being inaccurate at the time
          the
          representation or warranty was made, such inaccuracy shall be deemed a
          breach of
          the applicable representation or warranty.

         

        Within
          90
          days of its discovery or its receipt of notice of any such missing or materially
          defective documentation, the Initial Seller shall promptly deliver such
          missing
          document or cure such defect in all material respects or, in the event
          such
          defect cannot be cured, the Initial Seller shall repurchase the affected
          Mortgage Loan or cause the removal of such Mortgage Loan from the Trust
          Estate
          and substitute for it one or more Qualified Substitute Mortgage Loans in
          accordance with Section 2.04 hereof. Within 90 days of either the Initial
          Seller’s or the Seller’s discovery of its receipt of notice of any such breach
          of a representation, warranty or covenant under the related Mortgage Loan
          Purchase Agreement, the applicable seller shall either cure such breach
          in all
          material respects or, in the event such breach can not be cured, the applicable
          seller shall repurchase the affected Mortgage Loan or cause the removal
          of such
          Mortgage Loan from the Trust Estate and substitute for it one or more Qualified
          Substituted Mortgage Loans in accordance with Section 2.04 hereof.

         

        It
          is
          understood and agreed that the representations and warranties incorporated
          in
          this Section 2.05 shall survive delivery of the Mortgage Files to the Indenture
          Trustee and shall inure to the benefit of the Securityholders notwithstanding
          any restrictive or qualified endorsement or assignment. Upon discovery
          by any of
          the Depositor, the Initial Seller, the Seller, the Master Servicer or the
          Indenture Trustee of a breach of any of the foregoing representations and
          warranties which materially and adversely affects the value of any Mortgage
          Loan
          or the interests therein of the Securityholders, the party discovering
          such
          breach shall give prompt written notice to the other parties, and in no
          event
          later than two Business Days from the date of such discovery. It is understood
          and agreed that the obligations of the Initial Seller and the Seller set
          forth
          in Section 2.04(a) hereof to cure, substitute for or repurchase a related
          Mortgage Loan pursuant to the related Mortgage Loan Purchase Agreement
          constitute the sole remedies available to the Securityholders or to the
          Indenture Trustee on their behalf respecting a breach of the representations
          and
          warranties incorporated in this Section 2.05.


        
          
            
            

          

          
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        SECTION
          2.06. Representations
          and Warranties of the Depositor.

         

        The
          Depositor represents and warrants to the Issuer, on behalf of the
          Certificateholders, the Indenture Trustee on behalf of the Noteholders,
          the
          Securities Administrator and the Master Servicer as follows:

         

        (i) this
          agreement constitutes a legal, valid and binding obligation of the Depositor,
          enforceable against the Depositor in accordance with its terms, except
          as
          enforceability may be limited by applicable bankruptcy, insolvency,
          reorganization, moratorium or other similar laws now or hereafter in effect
          affecting the enforcement of creditors’ rights in general an except as such
          enforceability may be limited by general principles of equity (whether
          considered in a proceeding at law or in equity);

         

        (ii) immediately
          prior to the sale and assignment by the Depositor to the Indenture Trustee
          on
          behalf of the Issuer of each Mortgage Loan, the Depositor had good and
          marketable title to each Mortgage Loan (insofar as such title was conveyed
          to it
          by the Seller) subject to no prior lien, claim, participation interest,
          mortgage, security interest, pledge, charge or other encumbrance or other
          interest of any nature;

         

        (iii) as
          of the
          Closing Date, the Depositor has transferred all right, title and interest
          in the
          Mortgage Loans to the Issuer;

         

        (iv) the
          Depositor has not transferred the Mortgage Loans to the Issuer with any
          intent
          to hinder, delay or defraud any of its creditors; 

         

        (v) the
          Depositor has been duly incorporated and is validly existing as a corporation
          in
          good standing under the laws of Delaware, with full corporate power and
          authority to own its assets and conduct its business as presently being
          conducted;

         

        (vi) the
          Depositor is not in violation of its certificate of incorporation or by-laws
          or
          in default in the performance or observance of any material obligation,
          agreement, covenant or condition contained in any contract, indenture,
          mortgage,
          loan agreement, note, lease or other instrument to which the Depositor
          is a
          party or by which it or its properties may be bound, which default might
          result
          in any material adverse changes in the financial condition, earnings, affairs
          or
          business of the Depositor or which might materially and adversely affect
          the
          properties or assets, taken as a whole, of the Depositor;

         

        (vii) the
          execution, delivery and performance of this Agreement by the Depositor,
          and the
          consummation of the transactions contemplated hereby, do not and will not
          result
          in a material breach or violation of any of the terms or provisions of,
          or, to
          the knowledge of the Depositor, constitute a default under, any indenture,
          mortgage, deed of trust, loan agreement or other agreement or instrument
          to
          which the Depositor is a party or by which the Depositor is bound or to
          which
          any of the property or assets of the Depositor is subject, nor will such
          actions
          result in any violation of the provisions of the certificate of incorporation
          or
          by-laws of the Depositor or, to the best of the Depositor’s knowledge without
          independent investigation, any statute or any order, rule or regulation
          of any
          court or governmental agency or body having jurisdiction over the Depositor
          or
          any of its properties or assets (except for such conflicts, breaches, violations
          and defaults as would not have a material adverse effect on the ability
          of the
          Depositor to perform its obligations under this Agreement);


        
          
            
            

          

          
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        (viii) to
          the
          best of the Depositor’s knowledge without any independent investigation, no
          consent, approval, authorization, order, registration or qualification
          of or
          with any court or governmental agency or body of the United States or any
          other
          jurisdiction is required for the consummation by the Depositor of the
          transactions contemplated by this Agreement, except such consents, approvals,
          authorizations, registrations or qualifications as (a) have been previously
          obtained or (b) the failure of which to obtain would not have a material
          adverse
          effect on the performance by the Depositor of its obligations under, or
          the
          validity or enforceability of, this Agreement; and

         

        (ix) there
          are
          no actions, proceedings or investigations pending before or, to the Depositor’s
          knowledge, threatened by any court, administrative agency or other tribunal
          to
          which the Depositor is a party or of which any of its properties is the
          subject:
          (a) which if determined adversely to the Depositor would have a material
          adverse
          effect on the business, results of operations or financial condition of
          the
          Depositor; (b) asserting the invalidity of this Agreement or the Securities;
          (c)
          seeking to prevent the issuance of the Securities or the consummation by
          the
          Depositor of any of the transactions contemplated by this Agreement, as
          the case
          may be; or (d) which might materially and adversely affect the performance
          by
          the Depositor of its obligations under, or the validity or enforceability
          of,
          this Agreement.

         

        SECTION
          2.07. Representations
          and Warranties of the Depositor with Respect to Security Interest in the
          Mortgage Loans.
          (a)
          With respect to the Mortgage Notes, the Depositor represents and warrants
          that:

         

        (i) This
          Agreement creates a valid and continuing security interest (as defined
          in the
          Uniform Commercial Code in the Mortgage Notes in favor of the Issuer, which
          security interest is prior to all other liens, and is enforceable as such
          against creditors of and purchasers from the Issuer;

         

        (ii) The
          Mortgage Notes constitute “instruments” within the meaning of the applicable
          Uniform Commercial Code;

         

        (iii) The
          Depositor owns and has good title to the Mortgage Notes free and clear
          of any
          lien, claim or encumbrance of any Person;

         

        (iv) The
          Depositor has received all consents and approvals required by the terms
          of the
          Mortgage Notes to the pledge of the Mortgage Notes hereunder to the
          Issuer;

         

        (v) All
          original executed copies of each Mortgage Note have been or will be delivered
          to
          the Custodian, as set forth in this Agreement;

        

          
            
              
              

            

            
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        (vi) The
          Depositor has received a written acknowledgement from the Custodian that
          it is
          holding the Mortgage Notes solely on behalf and for the benefit of the
          Indenture
          Trustee;

         

        (vii) Other
          than the security interest granted to the Issuer pursuant to this Agreement,
          to
          cover the possibility that the transfer of the Mortgage Loans is not deemed
          to
          be a sale, the Depositor has not pledged, assigned, sold, granted a security
          interest in, or otherwise conveyed any of the Mortgage Notes. The Depositor
          has
          not authorized the filing of and is not aware of any financing statements
          against the Depositor that include a description of the collateral covering
          the
          Mortgage Notes other than a financing statement relating to the security
          interest granted to the Issuer hereunder or that has been terminated. The
          Depositor is not aware of any judgment or tax lien filings against the
          Depositor; and

         

        (viii) None
          of
          the Mortgage Notes has any marks or notations indicating that they have
          been
          pledged, assigned or otherwise conveyed to any Person other than the
          Issuer.

         

        (b) The
          representations and warranties set forth in this Section 2.07 shall survive
          the
          Closing Date and shall not be waived.

         

        SECTION
          2.08. Representations
          and Warranties of the Sellers.

         

        (a)
          The
          Initial Seller hereby represents and warrants to the Issuer on behalf of
          the
          Certificateholders and the Indenture Trustee on behalf of the Noteholders,
          the
          Securities Administrator and the Master Servicer that, as of the Closing
          Date or
          as of such date specifically provided herein:

         

        (i) the
          Initial Seller is duly organized, validly existing and in good standing
          as a
          corporation under the laws of the State of Delaware and is and will remain
          in
          compliance with the laws of each state in which any Mortgaged Property
          is
          located to the extent necessary to fulfill its obligations
          hereunder;

         

        (ii) the
          Initial Seller has the power and authority to hold each Mortgage Loan,
          to sell
          each Mortgage Loan, to execute, deliver and perform, and to enter into
          and
          consummate, all transactions contemplated by this Agreement. The Initial
          Seller
          has duly authorized the execution, delivery and performance of this Agreement,
          has duly executed and delivered this Agreement and this Agreement, assuming
          due
          authorization, execution and delivery by the other parties hereto, constitutes
          a
          legal, valid and binding obligation of the Initial Seller, enforceable
          against
          it in accordance with its terms except as the enforceability thereof may
          be
          limited by bankruptcy, insolvency or reorganization or other similar laws
          in
          relation to the rights of creditors generally;

         

        (iii) the
          execution and delivery of this Agreement by the Initial Seller and the
          performance of and compliance with the terms of this Agreement will not
          violate
          the Initial Seller’s certificate of incorporation or by-laws or constitute a
          default under or result in a material breach or acceleration of, any material
          contract, agreement or other instrument to which the Initial Seller is
          a party
          or which may be applicable to the Initial Seller or its assets;


        
          
            
            

          

          
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        (iv) the
          Initial Seller is not in violation of, and the execution and delivery of
          this
          Agreement by the Initial Seller and its performance and compliance with
          the
          terms of this Agreement will not constitute a violation with respect to,
          any
          order or decree of any court or any order or regulation of any federal,
          state,
          municipal or governmental agency having jurisdiction over the Initial Seller
          or
          its assets, which violation might have consequences that would materially
          and
          adversely affect the condition (financial or otherwise) or the operation
          of the
          Initial Seller or its assets or might have consequences that would materially
          and adversely affect the performance of its obligations and duties
          hereunder;

         

        (v) the
          Initial Seller does not believe, nor does it have any reason or cause to
          believe, that it cannot perform each and every one of its covenants contained
          in
          this Agreement;

         

        (vi) the
          Initial Seller had good, marketable and indefeasible title to the Mortgage
          Loans, free and clear of any and all liens, pledges, charges or security
          interests of any nature encumbering the Mortgage Loans and upon the payment
          of
          the purchase price under the TMFI Mortgage Loan Purchase Agreement by the
          Seller, the Seller acquired good and marketable title to the Mortgage Notes
          and
          Mortgage Loans, free and clear of all liens or encumbrances;

         

        (vii) the
          Mortgage Loans were not transferred by the Initial Seller with any intent
          to
          hinder, delay or defraud any creditors of the Initial Seller;

         

        (viii) there
          are
          no actions or proceedings against, or investigations known to it before
          any
          court, administrative or other tribunal (A) that might prohibit its entering
          into this Agreement, (B) seeking to prevent the sale of the Mortgage Loans
          to
          the Seller or the consummation of the transactions contemplated by this
          Agreement or (C) that might prohibit or materially and adversely affect
          the
          performance by the Initial Seller of its obligations under, or validity
          or
          enforceability of, this Agreement;

         

        (ix) no
          consent, approval, authorization or order of any court or governmental
          agency or
          body is required for the execution, delivery and performance by the Initial
          Seller of, or compliance by the Initial Seller with, this Agreement or
          the
          consummation of the transactions contemplated by this Agreement, except
          for such
          consents, approvals, authorizations or orders, if any, that have been obtained;
          and

         

        (x) the
          consummation of the transactions contemplated by this Agreement are in
          the
          ordinary course of business of the Initial Seller, and the transfer, assignment
          and conveyance of the Mortgage Notes and the Mortgages by the Initial Seller
          to
          the Seller pursuant to the TMFI Mortgage Loan Purchase Agreement are not
          subject
          to the bulk transfer or any similar statutory provisions.

         

        (b)
          The
          Seller hereby represents and warrants to the Issuer on behalf of the
          Certificateholders, the Indenture Trustee on behalf of the Noteholders,
          the
          Securities Administrator and the Master Servicer that, as of the Closing
          Date or
          as of such date specifically provided herein:

        

          
            
              
              

            

            
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        (i) the
          Seller is duly organized, validly existing and in good standing as a corporation
          under the laws of the State of Delaware and is and will remain in compliance
          with the laws of each state in which any Mortgaged Property is located
          to the
          extent necessary to fulfill its obligations hereunder;

         

        (ii) the
          Seller has the power and authority to hold each Mortgage Loan, to sell
          each
          Mortgage Loan, to execute, deliver and perform, and to enter into and
          consummate, all transactions contemplated by this Agreement. The Seller
          has duly
          authorized the execution, delivery and performance of this Agreement, has
          duly
          executed and delivered this Agreement and this Agreement, assuming due
          authorization, execution and delivery by the other parties hereto, constitutes
          a
          legal, valid and binding obligation of the Seller, enforceable against
          it in
          accordance with its terms except as the enforceability thereof may be limited
          by
          bankruptcy, insolvency or reorganization or other similar laws in relation
          to
          the rights of creditors generally;

         

        (iii) the
          execution and delivery of this Agreement by the Seller and the performance
          of
          and compliance with the terms of this Agreement will not violate the Seller’s
          certificate of incorporation or by-laws or constitute a default under or
          result
          in a material breach or acceleration of, any material contract, agreement
          or
          other instrument to which the Seller is a party or which may be applicable
          to
          the Seller or its assets;

         

        (iv) the
          Seller is not in violation of, and the execution and delivery of this Agreement
          by the Seller and its performance and compliance with the terms of this
          Agreement will not constitute a violation with respect to, any order or
          decree
          of any court or any order or regulation of any federal, state, municipal
          or
          governmental agency having jurisdiction over the Seller or its assets,
          which
          violation might have consequences that would materially and adversely affect
          the
          condition (financial or otherwise) or the operation of the Seller or its
          assets
          or might have consequences that would materially and adversely affect the
          performance of its obligations and duties hereunder;

         

        (v) the
          Seller does not believe, nor does it have any reason or cause to believe,
          that
          it cannot perform each and every covenant contained in this
          Agreement;

         

        (vi) the
          Seller had good, marketable and indefeasible title to the Mortgage Loans,
          free
          and clear of any and all liens, pledges, charges or security interests
          of any
          nature encumbering the Mortgage Loans and upon the payment of the purchase
          price
          under the SASCO Mortgage Loan Purchase Agreement by the Depositor, the
          Depositor
          will have acquired good and marketable title to the Mortgage Notes and
          Mortgage
          Loans, free and clear of all liens or encumbrances;

         

        (vii) the
          Mortgage Loans were not being transferred by the Seller with any intent
          to
          hinder, delay or defraud any creditors of the Seller;

         

        (viii) there
          are
          no actions or proceedings against, or investigations known to it before
          any
          court, administrative or other tribunal (A) that might prohibit its entering
          into this Agreement, (B) seeking to prevent the sale of the Mortgage Loans
          to
          the Depositor or the consummation of the transactions contemplated by this
          Agreement or (C) that might prohibit or materially and adversely affect
          the
          performance by the Seller of its obligations under, or validity or
          enforceability of, this Agreement;

        

          
            
              
              

            

            
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        (ix) no
          consent, approval, authorization or order of any court or governmental
          agency or
          body is required for the execution, delivery and performance by the Seller
          of,
          or compliance by the Seller with, this Agreement or the consummation of
          the
          transactions contemplated by this Agreement, except for such consents,
          approvals, authorizations or orders, if any, that have been obtained;
          and

         

        (x) the
          consummation of the transactions contemplated by this Agreement are in
          the
          ordinary course of business of the Seller, and the transfer, assignment
          and
          conveyance of the Mortgage Notes and the Mortgages by the Seller to the
          Depositor pursuant to the SASCO Mortgage Loan Purchase Agreement are not
          subject
          to the bulk transfer or any similar statutory provisions.

         

        The
          representations and warranties of the Initial Seller and the Seller set
          forth in
          this Section 2.08 shall survive the Closing Date and shall not be
          waived.

         

        SECTION
          2.09. Covenants
          of the Sellers.

         

        The
          Initial Seller and the Seller each hereby covenants that, except for the
          transfer contemplated under the related Mortgage Loan Purchase Agreement
          and the security interest granted thereunder to the respective purchaser in
          the event that the respective transfer is not deemed to be a sale, it will
          not
          sell, pledge, assign or transfer to any other Person, or grant, create,
          incur,
          assume or suffer to exist any lien on any Mortgage Loan, or any interest
          therein; it will notify the Issuer, the Indenture Trustee and the Master
          Servicer of the existence of any lien on any Mortgage Loan immediately
          upon
          discovery thereof, and it will defend the right, title and interest of
          the
          Issuer, in, to and under the Mortgage Loans, against all claims of third
          parties
          claiming through or under it; provided,
          however,
          that
          nothing in this Section 2.09 shall prevent or be deemed to prohibit either
          the
          Initial Seller or the Seller from suffering to exist upon any of the Mortgage
          Loans any liens for municipal or other local taxes and other governmental
          charges if such taxes or governmental charges shall not at the time be
          due and
          payable or if the Initial Seller or the Seller, as applicable, shall currently
          be contesting the validity thereof in good faith by appropriate proceedings
          and
          shall have set aside on its books adequate reserves with respect
          thereto.


        
          
            
            

          

          
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        ARTICLE
          III

         

        ADMINISTRATION
          AND SERVICING

        OF
          THE
          MORTGAGE LOANS

         

        SECTION
          3.01. Master
          Servicer to Service and Administer the Mortgage Loans. 

         

        The
          Master Servicer shall supervise, monitor and oversee the obligation of
          the
          Servicers to service and administer their respective Mortgage Loans in
          accordance with the terms of the applicable Servicing Agreement and, where
          applicable, the Correspondent Sellers Guide and the Master Servicing Guide,
          and
          shall have full power and authority to do any and all things which it may
          deem
          necessary or desirable in connection with such master servicing and
          administration. In performing its obligations hereunder, the Master Servicer
          shall act in a manner consistent with Accepted Master Servicing Practices
          and,
          where applicable, the Master Servicing Guide. Furthermore, the Master Servicer
          shall oversee and consult with each Servicer as necessary from time-to-time
          to
          carry out the Master Servicer’s obligations hereunder, shall receive, review and
          evaluate all reports, information and other data provided to the Master
          Servicer
          by each Servicer and shall cause each Servicer to perform and observe the
          covenants, obligations and conditions to be performed or observed by such
          Servicer under the applicable Servicing Agreement. The Master Servicer
          shall
          independently and separately monitor each Servicer’s servicing activities with
          respect to each related Mortgage Loan, reconcile the results of such monitoring
          with such information provided in the previous sentence on a monthly basis
          and
          coordinate corrective adjustments to the Servicers’ and Master Servicer’s
          records, and based on such reconciled and corrected information, provide
          information to the Securities Administrator to permit the Securities
          Administrator to prepare the statements specified in Section 5.04 and any
          other
          information and statements required hereunder. The Master Servicer shall
          reconcile the results of its Mortgage Loan monitoring with the actual
          remittances of the Servicers to the related Servicing Accounts pursuant
          to the
          applicable Servicing Agreements.

         

        The
          Indenture Trustee shall furnish the Servicers and the Master Servicer with
          any
          limited powers of attorney and other documents in form acceptable to the
          Indenture Trustee, necessary or appropriate to enable the Servicers and
          the
          Master Servicer to service and administer the related Mortgage Loans and
          REO
          Property, which limited powers of attorney shall provide that the Indenture
          Trustee will not be liable for the actions or omissions of the Servicers
          or
          Master Servicer in exercising such powers. 

         

        
          The
            Master Servicer shall not without either the Issuer’s or the Indenture
            Trustee’s, as applicable, written consent (i) initiate any action, suit or
            proceeding solely under the Issuer’s or Indenture Trustee’s name without
            indicating the Master Servicer’s representative capacity or (ii) take any action
            with the intent to cause, and which actually does cause, the Indenture
            Trustee
            to be registered to do business in any state. The Master Servicer shall
            indemnify the Issuer and the Indenture Trustee for any and all costs,
            liabilities and expenses incurred by them in connection with the negligent
            or
            willful misuse of such powers of attorney by the Master
            Servicer.

        

         

        The
          Indenture Trustee shall provide access to the records and documentation
          in
          possession of the Indenture Trustee (including in its capacity as Custodian
          hereunder) regarding the related Mortgage Loans and REO Property and the
          servicing thereof to the Securityholders, the FDIC, and the supervisory
          agents
          and examiners of the FDIC, such access being afforded only upon reasonable
          prior
          written request and during normal business hours at the office of the Indenture
          Trustee; provided,
          however,
          that,
          unless otherwise required by law, the Indenture Trustee shall not be required
          to
          provide access to such records and documentation if the provision thereof
          would
          violate the legal right to privacy of any Mortgagor. The Indenture Trustee
          shall
          allow representatives of the above entities to photocopy any of the records
          and
          documentation and shall provide equipment for that purpose at a charge
          that
          covers the Indenture Trustee’s actual costs.

        

          
            
              
              

            

            
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        The
          Indenture Trustee, upon the written request of the Master Servicer, shall
          execute and deliver to the related Servicer and the Master Servicer any
          court
          pleadings, requests for trustee’s sale or other documents necessary or desirable
          to (i) the foreclosure or trustee’s sale with respect to a Mortgaged Property;
          (ii) any legal action brought to obtain judgment against any Mortgagor
          on the
          Mortgage Note or Mortgage; (iii) obtain a deficiency judgment against the
          Mortgagor; or (iv) enforce any other rights or remedies provided by the
          Mortgage
          Note or Mortgage or otherwise available at law or equity.

         

        SECTION
          3.02. [Reserved].

         

        SECTION
          3.03. Monitoring
          of Servicers.

         

        (a) The
          Master Servicer shall be responsible for reporting to the Indenture Trustee
          (on
          behalf of the Issuer) and the Depositor the compliance by each Servicer
          with its
          duties under the related Servicing Agreement. In the review of each Servicer’s
          activities, the Master Servicer may rely upon an officer’s certificate of the
          Servicer with regard to such Servicer’s compliance with the terms of its
          Servicing Agreement. In the event that the Master Servicer, in its judgment,
          determines that a Servicer should be terminated in accordance with its
          Servicing
          Agreement, or that a notice should be sent pursuant to such Servicing Agreement
          with respect to the occurrence of an event that, unless cured, would constitute
          grounds for such termination, the Master Servicer shall notify the Depositor
          and
          the Indenture Trustee thereof and the Master Servicer shall issue such
          notice of
          termination or take such other action as it deems appropriate.

         

        (b) The
          Master Servicer, for the benefit of the Issuer and the Securityholders,
          shall
          (acting as agent of the Issuer when enforcing the Issuer’s rights under each
          Servicing Agreement) (i) enforce the obligations of each Servicer under
          the
          related Servicing Agreement, and (ii) in the event that a Servicer fails
          to
          perform its obligations in accordance with the related Servicing Agreement,
          subject to the preceding paragraph, terminate the rights and obligations
          of such
          Servicer thereunder and act as servicer of the related Mortgage Loans or
          enter
          into a new Servicing Agreement with a successor Servicer selected by the
          Master
          Servicer which the Master Servicer shall cause the Indenture Trustee to
          acknowledge; provided,
          however,
          it is
          understood and acknowledged by the parties hereto that there will be a
          period of
          transition (not to exceed 90 days) before the actual servicing functions
          can be
          fully transferred to such 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 except as provided in paragraph (c) below, provided that
          the
          Master Servicer shall not be required to prosecute or defend any legal
          action
          except to the extent that the Master Servicer shall have received reasonable
          indemnity for its costs and expenses in pursuing such action. 


        
          
            
            

          

          
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        (c) To
          the
          extent that the costs and expenses of the Master Servicer related to any
          termination of a Servicer, appointment of a successor Servicer or the transfer
          and assumption of servicing by the Master Servicer with respect to any
          Servicing
          Agreement (including, without limitation, (i) all legal costs and expenses
          and
          all due diligence costs and expenses associated with an evaluation of the
          potential termination of the Servicer as a result of an event of default
          by such
          Servicer and (ii) all costs and expenses associated with the complete transfer
          of servicing, including all servicing files and all servicing data and
          the
          completion, correction or manipulation of such servicing data as may be
          required
          by the successor servicer to correct any errors or insufficiencies in the
          servicing data or otherwise to enable the successor servicer to service
          the
          Mortgage Loans in accordance with the related Servicing Agreement) are
          not fully
          and timely reimbursed by the terminated Servicer, the Master Servicer shall
          be
          entitled to reimbursement of such costs and expenses from the Collection
          Account.

         

        (d) The
          Master Servicer shall require each Servicer to comply with the remittance
          requirements and other obligations set forth in the related Servicing
          Agreement.

         

        (e) If
          the
          Master Servicer acts as Servicer, it will not assume liability for the
          representations and warranties of the Servicer, if any, that it
          replaces.

         

        (f) With
          respect to Additional Collateral Mortgage Loans, the Master Servicer shall
          have
          no duty or obligation to supervise, monitor or oversee the activities of
          each
          Servicer under its Servicing Agreement with respect to Additional Collateral,
          except (a) with respect to any instances where a Servicer, in the course
          of
          fulfilling its obligations under the related Servicing Agreement seeks
          directions, instructions, consents or waivers from the Master Servicer
          with
          respect to any item of Additional Collateral, or (b) upon the occurrence
          of the
          following events (i) in the case of a final liquidation of any Mortgaged
          Property secured by Additional Collateral, the Master Servicer shall enforce
          the
          obligation of the Servicer under the related Servicing Agreement to liquidate
          such Additional Collateral as required by such Servicing Agreement, and
          (ii) if
          the Master Servicer assumes the obligations of such Servicer as successor
          Servicer under the related Servicing Agreement pursuant to this Section
          3.03, as
          successor Servicer, it shall be bound to service and administer the Additional
          Collateral in accordance with the provisions of such Servicing
          Agreement.

         

        (g) If
          a
          Servicing Agreement requires the approval of the Master Servicer for a
          modification to a Mortgage Loan, the Master Servicer shall approve such
          modification if, based upon its receipt of written notification from the
          related
          Servicer outlining the terms of such modification and appropriate supporting
          documentation, the Master Servicer determines that the modification is
          permitted
          under the terms of the related Servicing Agreement and that any conditions
          to
          such modification set forth in related Servicing Agreement have been satisfied.
          

         

        (h) If
          a
          Servicing Agreement requires the oversight and monitoring of loss mitigation
          measures with respect to the related Mortgage Loans, the Master Servicer
          will
          monitor any loss mitigation procedure or recovery action related to a defaulted
          Mortgage Loan (to the extent it receives notice of such from the related
          Servicer) and confirm that such loss mitigation procedure or recovery action
          is
          initiated, conducted and concluded in accordance with any timeframes and
          any
          other requirements set forth in the related Servicing Agreement, and the
          Master
          Servicer shall notify the Depositor in any case in which the Master Servicer
          believes that the related Servicer is not complying with such timeframes
          and/or
          other requirements.

        

          
            
              
              

            

            
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        SECTION
          3.04. Fidelity
          Bond.

         

        The
          Master Servicer, at its expense, shall maintain in effect a blanket fidelity
          bond and an errors and omissions insurance policy, affording coverage with
          respect to all directors, officers, employees and other Persons acting
          on such
          Master Servicer’s behalf, and covering errors and omissions in the performance
          of the Master Servicer’s obligations hereunder. The errors and omissions
          insurance policy and the fidelity bond shall be in such form and amount
          generally acceptable for entities serving as master servicers or
          trustees.

         

        SECTION
          3.05. Power
          to Act; Procedures.

         

        
          The
            Master Servicer shall master service the Mortgage Loans and shall have
            full
            power and authority to do any and all things that it may deem necessary
            or
            desirable in connection with the master 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 Securityholders, the Issuer and
            the
            Indenture 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, Liquidation Proceeds and Recoveries and (iv) to effectuate,
            in its own name, on behalf of the Issuer or the Indenture Trustee, as
            applicable, or in the name of the Issuer or the Indenture Trustee, as
            applicable, 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 related Servicing Agreement, as
            applicable.
            The Indenture Trustee shall furnish the Master Servicer, upon written
            request
            from a Servicing Officer, with any limited 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 Indenture Trustee shall execute and deliver such
            other
            documents, as the Master Servicer may request, to enable the Master Servicer
            to
            master service and administer the Mortgage Loans and carry out its duties
            hereunder, in each case in accordance with Accepted Master Servicing
            Practices
            (and the Indenture Trustee shall have no liability for misuse of any
            such powers
            of attorney by the Master Servicer or any Servicer). In instituting foreclosures
            or similar proceedings, the Master Servicer shall institute such proceedings
            either in its own name on behalf of the Issuer or the Indenture Trustee
            or in
            the name of the Issuer or the Indenture Trustee (or cause the related
            Servicer,
            pursuant to the related Servicing Agreement, to institute such proceedings
            either in the name of such Servicer on behalf of the Issuer or the Indenture
            Trustee or in the name of the Issuer or the Indenture Trustee), unless
            otherwise
            required by law or otherwise appropriate. If the Master Servicer or the
            Indenture 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
            Issuer or the Indenture Trustee on its behalf or that the Issuer or the
            Indenture Trustee, as applicable, would be adversely affected under the
“doing
            business” or tax laws of such state if such action is taken in its name, the
            Master Servicer shall join with the Indenture Trustee, on behalf of the
            Issuer,
            in the appointment of a co-trustee pursuant to Section 8.10 hereof. In
            the
            performance of its duties hereunder, the Master Servicer shall be an
            independent
            contractor and shall not, except in those instances where it is taking
            action in
            the name of the Indenture Trustee, be deemed to be the agent of the Indenture
            Trustee on behalf of the Issuer.

        


        
          
            
            

          

          
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        SECTION
          3.06. Due-on-Sale
          Clauses; Assumption Agreements.

         

        To
          the
          extent provided in the applicable Servicing Agreement and to the extent
          Mortgage
          Loans contain enforceable due-on-sale clauses, the Master Servicer shall
          cause
          the Servicers to enforce such clauses in accordance with the applicable
          Servicing Agreement. If applicable law prohibits the enforcement of a
          due-on-sale clause or such clause is otherwise not enforced in accordance
          with
          the applicable Servicing Agreement, and, as a consequence, a Mortgage Loan
          is
          assumed, the original Mortgagor may be released from liability in accordance
          with the applicable Servicing Agreement.

         

        SECTION
          3.07. Release
          of Mortgage Files.

         

        (a) Upon
          becoming aware of the payment in full of any Mortgage Loan, or the receipt
          by
          any Servicer of a notification that payment in full has been escrowed in
          a
          manner customary for such purposes for payment to Securityholders on the
          next
          Payment Date, the Servicer will, if required under the applicable Servicing
          Agreement, promptly furnish to the Custodian, on behalf of the Indenture
          Trustee, two copies of a certification substantially in the form of Exhibit
          F
          hereto signed by a Servicing Officer or in a mutually agreeable electronic
          format which will, in lieu of a signature on its face, originate from a
          Servicing Officer (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 related Servicing Account maintained by the applicable
          Servicer pursuant to Section 4.01 or by the applicable Servicer pursuant
          to its
          Servicing Agreement have been or will be so deposited) and shall request
          that
          the Indenture Trustee (or the Custodian, on behalf of the Indenture Trustee)
          deliver to the applicable Servicer the related Mortgage File. Upon receipt
          of
          such certification and request, the Indenture Trustee (or the Custodian,
          on
          behalf of the Indenture Trustee), shall promptly release the related Mortgage
          File to the applicable Servicer and the Indenture Trustee (and the Custodian,
          if
          applicable) shall have no further responsibility with regard to such Mortgage
          File. Upon any such payment in full, each Servicer is authorized, to give,
          as
          agent for the Indenture 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 related Servicing
          Account.


        
          
            
            

          

          
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        (b) From
          time
          to time and as appropriate for the servicing or foreclosure of any Mortgage
          Loan
          and in accordance with the applicable Servicing Agreement, the Indenture
          Trustee
          shall execute such documents as shall be prepared and furnished to the
          Indenture
          Trustee by a Servicer or the Master Servicer (in form reasonably acceptable
          to
          the Indenture Trustee) and as are necessary to the prosecution of any such
          proceedings. The Indenture Trustee (or the Custodian, on behalf of the
          Indenture
          Trustee), shall, upon the request of a Servicer or the Master Servicer,
          and
          delivery to the Indenture Trustee (the Custodian, on behalf of the Indenture
          Trustee), of two copies of a Request For Release signed by a Servicing
          Officer
          substantially in the form of Exhibit F (or in a mutually agreeable electronic
          format which will, in lieu of a signature on its face, originate from a
          Servicing Officer), release the related Mortgage File held in its possession
          or
          control to the Servicer or the Master Servicer, as applicable. Such trust
          receipt shall obligate the Servicer or the Master Servicer to return the
          Mortgage File to the Indenture Trustee (or the Custodian on behalf of the
          Indenture Trustee) when the need therefor by the Servicer or the Master
          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 Mortgage File shall be released by the Indenture Trustee
          (or the
          Custodian on behalf of the Indenture Trustee), to the Servicer or the Master
          Servicer.

         

        SECTION
          3.08. Documents,
          Records and Funds in Possession of Master Servicer To Be Held for Indenture
          Trustee.

         

        (a) The
          Master Servicer shall transmit and each Servicer (to the extent required
          by the
          related Servicing Agreement) shall transmit to the Indenture Trustee (or
          Custodian) 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 in the case of the Servicers, the applicable Servicing Agreement,
          to
          be delivered to the Indenture Trustee (or Custodian). Any funds received
          by the
          Master Servicer or by a Servicer in respect of any Mortgage Loan or which
          otherwise are collected by the Master Servicer or by a Servicer as Liquidation
          Proceeds, Insurance Proceeds or Recoveries in respect of any Mortgage Loan
          shall
          be held for the benefit of the Indenture Trustee and the Securityholders
          subject
          to the Master Servicer’s right to retain or withdraw from the Collection Account
          the Master Servicing Fee, any additional compensation pursuant to Section
          3.14
          and any other amounts provided in this Agreement, and to the right of each
          Servicer to retain its Servicing Fee and any other amounts as provided
          in the
          applicable Servicing Agreement. The Master Servicer shall, and shall cause
          each
          Servicer to (to the extent provided in the applicable Servicing Agreement),
          provide access to information and documentation regarding the Mortgage
          Loans to
          the Indenture Trustee, its agents and accountants at any time upon reasonable
          request and during normal business hours, and to Securityholders 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, in respect of any Mortgage Loans, whether from the collection
          of principal and interest payments or from Liquidation Proceeds, Insurance
          Proceeds or Recoveries, shall be held by the Master Servicer for and on
          behalf
          of the Indenture Trustee and the Securityholders and shall be and remain
          the
          sole and exclusive property of the Issuer; 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.

         

        SECTION
          3.09. Standard
          Hazard Insurance and Flood Insurance Policies.

         

        (a) For
          each
          Mortgage Loan (other than a Cooperative Loan), the Master Servicer shall
          enforce
          any obligation of the Servicers under the related Servicing Agreements
          to
          maintain or cause to be maintained standard fire and casualty insurance
          and,
          where applicable, flood insurance, all in accordance with the provisions
          of the
          related Servicing Agreements. 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.

         

        (b) Pursuant
          to Section 4.01 and 4.02, any amounts collected by the Servicers or the
          Master
          Servicer, or by any Servicer, under any insurance policies (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 and 4.03. 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 payments to be made to Securityholders and shall be recoverable
          by the Master Servicer or such Servicer pursuant to Section 4.02 and
          4.03.

         

        SECTION
          3.10. Presentment
          of Claims and Collection of Proceeds.

         

        The
          Master Servicer shall (to the extent provided in the applicable Servicing
          Agreement) cause the related Servicer to, prepare and present on behalf
          of the
          Indenture Trustee, the Issuer and the Securityholders all claims under
          the
          Insurance Policies 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, bonds or contracts shall be promptly deposited
          in the
          Collection Account upon receipt, except that any amounts realized that
          are to be
          applied to the repair or restoration of the related Mortgaged Property
          as a
          condition precedent 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).


        
          
            
            

          

          
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        SECTION
          3.11. Maintenance
          of the Primary Insurance Policies.

         

        (a) The
          Master Servicer shall not take, or permit any Servicer (to the extent such
          action is prohibited under the applicable Servicing Agreement) to take,
          any
          action that would result in noncoverage under any applicable Primary Insurance
          Policy of any loss which, but for the actions of such Master Servicer or
          Servicer, would have been covered thereunder. The Master Servicer shall
          use its
          best reasonable efforts to cause each Servicer (to the extent required
          under the
          related Servicing Agreement) to keep in force and effect (to the extent
          that the
          Mortgage Loan requires the Mortgagor to maintain such insurance), primary
          mortgage insurance applicable to each Mortgage Loan (including any lender-paid
          Primary Insurance Policy) in accordance with the provisions of this Agreement
          and the related Servicing Agreement, as applicable. The Master Servicer
          shall
          not, and shall not permit any Servicer (to the extent required under the
          related
          Servicing Agreement) to, cancel or refuse to renew any such Primary Insurance
          Policy that is in effect at the date of the initial issuance of the Mortgage
          Note 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 cause each Servicer (to the extent required under
          the
          related Servicing Agreement) to present, on behalf of the Indenture Trustee,
          the
          Issuer and the Securityholders, claims to the insurer under any Primary
          Insurance Policies and, in this regard, to take such reasonable action
          as shall
          be necessary to permit recovery under any Primary Insurance Policies respecting
          defaulted Mortgage Loans. Pursuant to Section 4.01 and 4.02, any amounts
          collected by the Servicer under any Primary Insurance Policies shall be
          deposited in the Collection Account, subject to withdrawal pursuant to
          Section
          4.03.

         

        SECTION
          3.12. Indenture
          Trustee to Retain Possession of Certain Insurance Policies and
          Documents.

         

        The
          Indenture Trustee (or the Custodian, as directed by the Indenture Trustee),
          shall retain possession and custody of the originals (to the extent available
          and delivered) of any Primary Insurance Policies, or certificate of insurance
          if
          applicable and available, and any certificates of renewal as to the foregoing
          as
          may be issued from time to time as contemplated by this Agreement and which
          come
          into its possession. Until all amounts distributable in respect of the
          Notes
          have been distributed in full and the Master Servicer otherwise has fulfilled
          its obligations under this Agreement, the Indenture Trustee (or its Custodian,
          if any, as directed by the Indenture Trustee) shall also retain possession
          and
          custody of each Mortgage File in accordance with and subject to the terms
          and
          conditions of this Agreement. The Master Servicer shall promptly deliver
          or
          cause to be delivered to the Indenture Trustee (or the Custodian, as directed
          by
          the Indenture Trustee), upon the execution or receipt thereof the originals
          of
          any Primary Insurance Policies, any certificates of renewal, and such other
          documents or instruments that constitute portions of the Mortgage File
          that come
          into the possession of the Master Servicer from time to time.


        
          
            
            

          

          
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        SECTION
          3.13. Realization
          Upon Defaulted Mortgage Loans.

         

        The
          Master Servicer shall cause each Servicer (to the extent required under
          the
          related Servicing Agreement) to foreclose upon, repossess or otherwise
          comparably convert the ownership of Mortgaged Properties securing such
          of the
          Mortgage Loans as come into and continue in default and as to which no
          satisfactory arrangements can be made for collection of delinquent payments,
          all
          in accordance with the applicable Servicing Agreement.

         

        SECTION
          3.14. Additional
          Compensation to the Master Servicer. 

         

        Pursuant
          to Section 4.02(c), certain income and gain realized from any investment
          of
          funds in the Collection Account shall be for the benefit of the Master
          Servicer
          as additional compensation. Servicing compensation in the form of assumption
          fees, if any, late payment charges, as collected, if any, or otherwise
          (but,
          unless otherwise specifically permitted in a Servicing Agreement, not including
          any Prepayment Penalty Amounts) shall be retained by the applicable Servicer,
          or
          the Master Servicer, and shall not be deposited in the related Servicing
          Account
          or Collection Account. 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. The amount
          of the
          aggregate compensation payable as set forth in this Section 3.14 plus the
          Master
          Servicing Fee due to the Master Servicer in respect of any Payment Date
          shall be
          reduced in accordance with Section 5.06.

         

        SECTION
          3.15. REO
          Property.

         

        (a) In
          the
          event the Issuer (or the Indenture Trustee on its behalf) acquires ownership
          of
          any REO Property in respect of any related Mortgage Loan, the deed or
          certificate of sale shall be issued to the Issuer, or if required under
          applicable law, to the Indenture Trustee, or to its nominee, on behalf
          of the
          Issuer. The Master Servicer shall, to the extent provided in the applicable
          Servicing Agreement, cause the applicable Servicer to sell, any REO Property
          as
          expeditiously as possible .and in accordance with the provisions of this
          Agreement and the related Servicing Agreement, as applicable. Pursuant
          to its
          efforts to sell such REO Property, the Master Servicer shall cause the
          applicable Servicer to protect and conserve, such REO Property in the manner
          and
          to the extent required by the applicable Servicing Agreement.

         

        (b) The
          Master Servicer shall, to the extent required by the related Servicing
          Agreement, cause the applicable Servicer to deposit all funds collected
          and
          received in connection with the operation of any REO Property in the related
          Servicing Account.

         

        (c) The
          Master Servicer and the applicable Servicer, upon the final disposition
          of any
          REO Property, shall be entitled to reimbursement for any related unreimbursed
          Advances and other unreimbursed advances as well as any unpaid Servicing
          Fees
          from Liquidation Proceeds received in connection with the final disposition
          of
          such REO Property; provided, that any such unreimbursed Advances as well
          as any
          unpaid 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.

        

          
            
              
              

            

            
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        (d) To
          the
          extent provided in the related Servicing Agreement, 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
          related Servicing Account on or prior to the applicable Determination Date
          in
          the month following receipt thereof and be remitted by wire transfer in
          immediately available funds to the Master Servicer for deposit into the
          Collection Account on the next succeeding Servicer Remittance Date.

         

        SECTION
          3.16. Assessments
          of Compliance and Attestation Reports.

         

        (a) Assessments
          of Compliance.

         

        (i) By
          March
          10 (with a 5 calendar day cure period) of each year (subject to the later
          date
          referred to in Section 3.16(a)(iii)), commencing in March 2008, the Master
          Servicer, the Securities Administrator and the Custodian, 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 Securities
          Administrator and the Depositor, 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 3.19(b)
          and
          for each fiscal year thereafter, whether or not a Form 10-K is required
          to be
          filed, 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.
          

         

        (ii) No
          later
          than the end of each fiscal year for the Issuer for which a Form 10-K is
          required to be filed, the Master Servicer and the Custodian, shall each
          forward
          to the Securities Administrator and the Depositor the name of each Servicing
          Function Participant engaged by it and what Relevant Servicing Criteria
          will be
          addressed in the report on assessment of compliance prepared by such Servicing
          Function Participant (provided, however, that the Master Servicer need
          not
          provide such information to the Securities Administrator so long as the
          Master
          Servicer and the Securities Administrator are the same Person). When the
          Master
          Servicer, the Custodian, and the Securities Administrator 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 3.16) of each Servicing Function Participant engaged by it.

         

        (iii) Promptly
          after receipt of each such report on assessment of compliance, (i) the
          Depositor
          shall review each such report and each comparable report submitted by a
          Servicer
          and, if applicable, consult with the Master Servicer, the Securities
          Administrator, the Custodian, the Servicers and any Servicing Function
          Participant engaged by such parties as to the nature of any material instance
          of
          noncompliance with the Relevant Servicing Criteria by each such party,
          and (ii)
          the Securities Administrator shall confirm that the assessments, taken
          as a
          whole, address all of the Servicing Criteria and taken individually address
          the
          Relevant Servicing Criteria for each party as set forth on Exhibit Q and
          on any
          similar exhibit set forth in each Servicing Agreement in respect of each
          Servicer and notify the Depositor of any exceptions. None of such parties
          shall
          be required to deliver any such assessments until March 30 in any given
          year so
          long as it has received written confirmation from the Depositor that a
          Form 10-K
          is not required to be filed in respect of the Issuer for the preceding
          calendar
          year which, if the circumstances apply, the Depositor agrees to provide
          prior to
          March 1 of the applicable year; provided that the Custodian shall only
          be
          required to deliver such an assessment of compliance with respect to any
          fiscal
          year for which a Form 10-K is required to be filed in respect of the Issuer.
          The
          Master Servicer shall include all annual reports on assessment of compliance
          received by it with its own assessment of compliance to be submitted to
          the
          Securities Administrator pursuant to this Section.

        

          
            
              
              

            

            
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        In
          the
          event the Master Servicer, the Securities Administrator, the Custodian,
          any
          Servicer or any Servicing Function Participant engaged by any such party
          is
          terminated, assigns its rights and obligations under, or resigns pursuant
          to,
          the terms of this Agreement, or any applicable custodial agreement, Servicing
          Agreement or sub-servicing agreement, as the case may be, such party (in
          the
          case of a Servicer, to the extent required under the applicable Servicing
          Agreement) shall provide or shall cause such Servicing Function Participant
          to
          provide for the applicable period preceding such assignment and termination
          a
          report on assessment of compliance pursuant to this Section 3.16(a) or
          to such
          other applicable agreement, notwithstanding any such termination, assignment
          or
          resignation.

         

        (b) Attestation
          Reports.

         

        (i) By
          March
          10 (with a 5 calendar day cure period) of each year (subject to the later
          date
          referred to in Section 3.16(b)(ii)), commencing in March 2008, the Master
          Servicer, the Securities Administrator, the Custodian, 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
          Indenture
          Trustee, in its capacity as Custodian, the Securities Administrator, or
          such
          other Servicing Function Participants, as the case may be) and that is
          a member
          of the American Institute of Certified Public Accountants to furnish a
          report to
          the Securities Administrator and the Depositor, to the effect that (i)
          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 (ii) 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. 


        
          
            
            

          

          
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        (ii) Promptly
          after receipt of such report from the Master Servicer, the Indenture Trustee,
          in
          its capacity as Custodian, the Securities Administrator, a Servicer or
          any
          Servicing Function Participant engaged by such parties, (i) the Depositor
          shall
          review the report and, if applicable, consult with such parties as to the
          nature
          of any defaults by such parties, in the fulfillment of any of each such
          party’s
          obligations hereunder or under any other applicable agreement, and (ii)
          the
          Securities Administrator shall confirm that each assessment submitted pursuant
          to subsection (a) of this Section 3.16 is coupled with an attestation meeting
          the requirements of this Section and notify the Depositor of any exceptions.
          None of the Master Servicer, the Securities Administrator, the Custodian
          or any
          Servicing Function Participant engaged by such parties shall be required
          to
          deliver or cause the delivery of such reports until March 30 in any given
          year
          for so long as it has received written confirmation from the Depositor
          that a
          Form 10-K is not required to be filed in respect of the Issuer for the
          preceding
          calendar or fiscal year which, if the circumstances apply, the Depositor
          agrees
          to provide prior to March 1 of the applicable year; provided that the Custodian
          shall only be required to deliver or cause to be delivered such report
          with
          respect to any fiscal year for which a Form 10-K is required to be filed
          by the
          Issuer. The Master Servicer shall include each such attestation furnished
          to it
          with its own attestation to be submitted to the Securities Administrator
          pursuant to this Section.

         

        In
          the
          event the Master Servicer, the Securities Administrator, the Custodian,
          any
          Servicer or any Servicing Function Participant engaged by any such party
          is
          terminated, assigns its rights and duties under, or resigns pursuant to
          the
          terms of this Agreement, or any applicable custodial agreement, Servicing
          Agreement or sub-servicing agreement, as the case may be, such party (in
          the
          case of a Servicer, to the extent required under the applicable Servicing
          Agreement) shall cause a registered public accounting firm to provide an
          attestation pursuant to this Section 3.16(b) or to such other applicable
          agreement, for the applicable period immediately preceding such termination,
          assignment or resignation, notwithstanding any such termination, assignment
          or
          resignation.

         

        SECTION
          3.17. Annual
          Compliance Statement.

         

        The
          Master Servicer and the Securities Administrator shall deliver (and the
          Master
          Servicer and Securities Administrator shall cause any Servicing Function
          Participant engaged by it to deliver) to the Depositor and the Securities
          Administrator on or before March 10 (with a 5 calendar day cure period)
          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 any Servicing
          Function Participant, 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 any Servicing Function Participant, 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. Promptly
          after receipt of each such Officer’s Certificate, the Depositor shall review
          such Officer’s Certificate and, if applicable, consult with each such party, as
          applicable, as to the nature of any failures by such party, in the fulfillment
          of any of such party’s obligations hereunder or, in the case of any Servicing
          Function Participant, under such other applicable agreement. The Master
          Servicer
          shall include all annual statements of compliance received by it from each
          Servicer with its own annual statement of compliance to be submitted to
          the
          Securities Administrator pursuant to this Section. In the event the Master
          Servicer, the Securities Administrator or any Servicing Function Participant
          engaged by any such party is terminated or resigns pursuant to the terms
          of this
          Agreement, or any applicable agreement in the case of a Servicing Function
          Participant, as the case may be, such party shall provide an Officer’s
          Certificate pursuant to this Section 3.17 or to such applicable agreement,
          as
          the case may be, notwithstanding any such termination, assignment or
          resignation.

        

          
            
              
              

            

            
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        SECTION
          3.18. Sarbanes-Oxley
          Certification.

         

        Each
          Form
          10-K shall include a Sarbanes-Oxley Certification, required to be included
          therewith pursuant to the Sarbanes-Oxley Act. The Master Servicer and the
          Securities Administrator shall provide, and each such party 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 1 (with a ten-calendar day cure period), (or by such other date and
          cure
          period specified in the applicable Servicing Agreement), of each year in
          which
          the Issuer is subject to the reporting requirements of the Exchange Act
          and
          otherwise within a reasonable period of time upon request, a certification,
          if
          applicable in the form provided by the related Servicing Agreement (each,
          a
“Back-Up
          Certification”),
          upon
          which the Certifying Person, the entity for which the Certifying Person
          acts as
          an officer, and such entity’s officers, directors and Affiliates can reasonably
          rely. The senior officer of the Master Servicer in charge of the master
          servicing function shall serve as the Certifying Person on behalf of the
          Issuer.
          Such officer of the Certifying Person can be contacted by e-mail at cts.sec.notifications@wellsfargo.com
          or by
          facsimile at (410) 715-2380. In the event any such party or any Servicing
          Function Participant engaged by such party is terminated or resigns pursuant
          to
          the terms of this Agreement, or any applicable sub-servicing agreement,
          as the
          case may be, such party shall provide a Back-Up Certification to the Certifying
          Person pursuant to this Section 3.18 with respect to the period of time
          it was
          subject to this Agreement or any applicable sub-servicing agreement, as
          the case
          may be. Notwithstanding the foregoing, (i) the Master Servicer and the
          Securities Administrator shall not be required to deliver a Back-Up
          Certification to each other if both are the same Person and the Master
          Servicer
          is the Certifying Person and (ii) the Master Servicer shall not be obligated
          to
          sign the Sarbanes-Oxley Certification in the event that it does not receive
          any
          Back-Up Certification required to be furnished to it pursuant to this section
          or
          any Servicing Agreement or custodial agreement.


        
          
            
            

          

          
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        SECTION
          3.19. Reports
          Filed with Securities and Exchange Commission.

         

        (a) Reports
          Filed on Form 10-D. 

         

        (i) Within
          15
          days after each Payment Date (subject to permitted extensions under the
          Exchange
          Act), the Securities Administrator shall prepare and file on behalf of
          the
          Issuer 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 Payment Date Statement attached thereto.
          Any
          disclosure in addition to the Payment Date Statement that is required to
          be
          included on Form 10-D (“Additional
          Form 10-D Disclosure”)
          shall
          be reported by the parties set forth on Exhibit R to the Depositor and
          the
          Securities Administrator and directed and approved by 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 two paragraphs. 

         

        (ii) As
          set
          forth on Exhibit R hereto, within 5 calendar days after the related Payment
          Date, (i) the parties to the Thornburg Mortgage Securities Trust 2007-1
          transaction shall be required to provide to the Securities Administrator
          and the
          Depositor, to the extent known by a responsible officer thereof, in
          EDGAR-compatible form (which may be Word or Excel documents easily convertible
          to EDGAR format), or in such other form as otherwise agreed upon by the
          Securities Administrator and such party, the form and substance of any
          Additional Form 10-D Disclosure, if applicable, together with an Additional
          Disclosure Notification in the form of Exhibit U hereto (an “Additional
          Disclosure Notification”),
          and
          (ii) 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 Initial Seller 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 in Form 10-D pursuant to
          this
          paragraph, provided that if the Additional Form 10-D Disclosure relates
          solely
          to the Depositor, such fees and expenses shall be paid by the
          Depositor.

         

        (iii) After
          preparing the Form 10-D, the Securities Administrator shall forward upon
          request
          electronically a copy of the Form 10-D to the Depositor (provided that
          such Form
          10-D includes any Additional Form 10-D Disclosure). Within two Business
          Days
          after receipt of such copy, but no later than the 12th
          calendar
          day after the Payment Date, the Depositor shall notify the Securities
          Administrator in writing (which may be furnished electronically) of any
          changes
          to or approval of such Form 10-D. In the absence of receipt of any written
          changes or approval, or if the Depositor does not request a copy of a Form
          10-D,
          the Securities Administrator shall be entitled to assume that such Form
          10-D is
          in final form and the Securities Administrator may proceed with the execution
          and filing of the Form 10-D. A duly authorized representative of the Master
          Servicer shall sign each Form 10-D. 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 (d)(ii) of this Section
          3.19.
          Promptly (but no later than 1 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 filed by the Securities Administrator.
          Each
          party to this Agreement acknowledges that the performance by the Master
          Servicer
          and the Securities Administrator of their respective duties under this
          Section
          3.19(a) related to the timely preparation, execution 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 3.19(a). Neither the Master
          Servicer nor the Securities Administrator shall have any liability for
          any loss,
          expense, damage, claim arising out of or with respect to any failure to
          properly
          prepare, execute 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.” The Depositor hereby represents to
          the Securities Administrator 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 Payment 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

         

        (b) Reports
          Filed on Form 10-K.

         

        (i) On
          or
          prior to the 90th
          day
          after the end of each fiscal year of the Issuer in which a Form 10-K is
          required
          to be filed 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 Issuer ends on December
          31st
          of each
          year), commencing in March 2007, the Securities Administrator shall prepare
          and
          file on behalf of the Issuer 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 the related
          Servicing Agreement, (i) an annual compliance statement for each Servicer,
          the
          Master Servicer, the Securities Administrator and any Servicing Function
          Participant engaged by such parties (each, a “Reporting
          Servicer”)
          as
          described under Section 3.17, (ii)(A) the annual reports on assessment
          of
          compliance with servicing criteria for each Reporting Servicer, as described
          under Section 3.16(a), and (B) if each Reporting Servicer’s report on assessment
          of compliance with servicing criteria described under Section 3.16(a) identifies
          any material instance of noncompliance, disclosure identifying such instance
          of
          noncompliance, or if each Reporting Servicer’s report on assessment of
          compliance with servicing criteria described under Section 3.16(a) 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, (iii)(A) the
          registered public accounting firm attestation report for each Reporting
          Servicer, as described under Section 3.16(b), and (B) if any registered
          public
          accounting firm attestation report described under Section 3.16(b) 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
          (iv) a Sarbanes-Oxley Certification as described in Section 3.18 (provided,
          however,
          that
          the Securities Administrator, at its discretion, may omit from the Form
          10-K any
          annual compliance statement, assessment of compliance or attestation report
          that
          is not required to be filed with such Form 10-K pursuant to Regulation
          AB). Any
          disclosure or information in addition to (i) through (iv) 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 two paragraphs.



        
          
            
            

          

          
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        (ii) As
          set
          forth on Exhibit S hereto, no later than March 10 (with a 5 calendar day
          cure
          period) of each year that the Issuer is subject to the Exchange Act reporting
          requirements, commencing in 2007, (i) the parties to the Thornburg Mortgage
          Securities Trust 2007-1 transaction shall be required to provide to the
          Securities Administrator and the Depositor, to the extent known by a responsible
          officer thereof, in EDGAR-compatible form (which may be Word or Excel documents
          easily convertible to EDGAR format), or in such other form as otherwise
          agreed
          upon by the Securities Administrator and such party, the form and substance
          of
          any Additional Form 10-K Disclosure, if applicable, together with an Additional
          Disclosure Notification and (ii) 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 Initial Seller 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
          in Form 10-K pursuant to this paragraph, provided that if the Additional
          Form
          10-K Disclosure relates solely to the Depositor, such fees and expenses
          shall be
          paid by the Depositor.

         

        (iii) After
          preparing the Form 10-K, the Securities Administrator shall forward upon
          request
          electronically a copy of the Form 10-K to the Depositor. Within three Business
          Days after receipt of such copy, but no later than March 25th, the Depositor
          shall notify the Securities Administrator in writing (which may be furnished
          electronically) of any changes to or approval of such Form 10-K. In the
          absence
          of receipt of any written changes or approval, or if the Depositor does
          not
          request a copy of a Form 10-K, the Securities Administrator shall be entitled
          to
          assume that such Form 10-K is in final form and the Securities Administrator
          may
          proceed with the execution and filing of the Form 10-K. A senior officer
          of the
          Master Servicer in charge of the master servicing function shall sign the
          Form
          10-K. 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 (d)(ii) of this Section 3.19. Promptly (but no later
          than 1
          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 filed by the Securities Administrator. The parties to this Agreement
          acknowledge that the performance by the Master Servicer and the Securities
          Administrator of its duties under this Section 3.19(b) related to the timely
          preparation, execution and filing of Form 10-K is contingent upon such
          parties
          (the Custodian and any Servicing Function Participant) strictly observing
          all
          applicable deadlines in the performance of their duties under this Section
          3.19(b), Section 3.18, Section 3.17, Section 3.16(a) and Section 3.16(b).
          Neither the Master Servicer nor the Securities Administrator shall have
          any
          liability for any loss, expense, damage or claim arising out of or with
          respect
          to any failure to properly prepare, execute 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.

         

        
          

            
              
                
                

              

              
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        (iv) Form
          10-K
          requires the registrant to indicate (by checking "yes" or "no") that it
“(1) has
          filed all reports required to be filed by Section 13 or 15(d) of the Exchange
          Act during the preceding 12 months (or for such shorter period that the
          registrant was required to file such reports), and (2) has been subject
          to such
          filing requirements for the past 90 days.” The Depositor hereby represents to
          the Securities Administrator 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.

         

        (c) Reports
          Filed on Form 8-K.

         

        (i) Within
          four (4) Business Days after the occurrence of an event requiring disclosure
          on
          Form 8-K (each such event, a “Reportable
          Event”),
          and
          if requested by the Depositor, the Securities Administrator shall prepare
          and
          file on behalf of the Issuer a 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
          Offered Notes. Any disclosure or information related to a Reportable Event
          or
          that is otherwise required to be included in Form 8-K (“Form
          8-K Disclosure Information”)
          shall
          be reported by the parties set forth on Exhibit T to the Depositor and
          the
          Securities Administrator and directed and approved by 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
          two
          paragraphs. 


        
          
            
            

          

          
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        (ii) As
          set
          forth on Exhibit T hereto, for so long as the Issuer is subject to the
          Exchange
          Act reporting requirements, no later than close of business (New York City
          time)
          on the 2nd Business Day after the occurrence of a Reportable Event (i)
          the
          parties to the Thornburg Mortgage Securities Trust 2007-1 transaction shall
          be
          required to provide to the Securities Administrator and Depositor, to the
          extent
          known by a responsible officer thereof, in EDGAR-compatible form (which
          may be
          Word or Excel documents easily convertible to EDGAR format), or in such
          other
          form as otherwise agreed upon by the Securities Administrator and such
          party,
          the form and substance of any Form 8-K Disclosure Information, if applicable,
          together with an Additional Disclosure Notification and (ii) 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 Initial Seller 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 in Form 8-K pursuant to this paragraph, provided that if the
          Additional Form 8-K Disclosure Information relates solely to the Depositor,
          such
          fees and expenses shall be paid by the Depositor. 

         

        (iii) After
          preparing the Form 8-K, the Securities Administrator shall forward upon
          request
          electronically a copy of the Form 8-K to the Depositor. Promptly, but no
          later
          than the close of business on the third Business Day after the Reportable
          Event,
          the Depositor shall notify the Securities Administrator in writing (which
          may be
          furnished electronically) of any changes to or approval of such Form 8-K.
          In the
          absence of receipt of any written changes or approval, or if the Depositor
          does
          not request a copy of a Form 8-K, the Securities Administrator shall be
          entitled
          to assume that such Form 8-K is in final form and the Securities Administrator
          may proceed with the execution and filing of the Form 8-K. A duly authorized
          representative of the Master Servicer shall sign each Form 8-K filed by
          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 (d)(ii) of this Section 3.19.
          Promptly (but no later than 1 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 filed by the Securities Administrator
          or
          filed by the Depositor and provided to the Securities Administrator for
          that
          purpose. The parties to this Agreement acknowledge that the performance
          by the
          Master Servicer and the Securities Administrator of their respective duties
          under this Section 3.19(c) related to the timely preparation, execution
          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
          3.19(c). Neither the Securities Administrator nor the Master Servicer shall
          have
          any liability for any loss, expense, damage, claim arising out of or with
          respect to any failure to properly prepare, execute 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.


        
          
            
            

          

          
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        (d) Delisting;
          Amendments; Late Filings.

         

        (i) On
          or
          prior to 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 Issuer under the Exchange
          Act. 

         

        (ii) In
          the
          event that the Securities Administrator is 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 electronically 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, and such amendment includes any
          Additional Form 10-D Disclosure, any Additional Form 10-K Disclosure or
          any Form
          8-K Disclosure Information or any amendment to such disclosure, the Securities
          Administrator will promptly notify electronically the Depositor and such
          parties
          will cooperate to prepare any necessary 8-KA, 10-D/A or 10-K/A. Any Form
          15,
          Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K shall be signed
          by a duly
          authorized representative or a senior officer in charge of master servicing,
          as
          applicable, of the Master Servicer. The parties to this Agreement acknowledge
          that the performance by the Master Servicer and the Securities Administrator
          of
          their respective duties under this Section 3.19(d) related to the timely
          preparation, execution 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. Neither the Master Servicer nor the Securities Administrator
          shall have any liability for any loss, expense, damage, claim arising out
          of or
          with respect to any failure to properly prepare, execute 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.

         

        SECTION
          3.20. Additional
          Information.

         

        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. 

        

          
            
              
              

            

            
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        SECTION
          3.21. Intention
          of the Parties and Interpretation.

         

        Each
          of
          the parties acknowledges and agrees that the purpose of Section 3.16 through
          Section 3.20 of this Agreement is to facilitate compliance by the Securities
          Administrator and the Depositor with the provisions of Regulation AB promulgated
          by the Commission under the Exchange Act, as such may be amended from time
          to
          time and subject to such clarification and interpretive advice as may be
          issued
          by the staff of the Commission 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 that purpose, (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,
          (c) the
          parties shall comply with the reasonable requests made by the Securities
          Administrator or the Depositor for delivery of such additional or different
          information as the Securities Administrator or the Depositor may determine
          in
          good faith is necessary to comply with the provisions of Regulation AB,
          which
          information is available to such party without unreasonable effort or expense
          and within such timeframe as may be reasonably requested, and (d) no amendment
          of this Agreement shall be required to effect any such changes in the parties’
obligations as are necessary to accommodate evolving interpretations of
          the
          provisions of Regulation AB.

         

        SECTION
          3.22. Indemnification.
          

        

          Each
            party required to deliver an assessment of compliance and attestation
            report
            pursuant to Section 3.16 (each, an “Item
            1122 Responsible Party”)
            shall
            indemnify and hold harmless the Securities Administrator, the Master
            Servicer,
            the Depositor, the Initial Seller and the Seller and each of their directors,
            officers, employees, agents, and affiliates from and against any and
            all claims,
            losses, damages, penalties, fines, forfeitures, reasonable legal fees
            and
            related costs, judgments and other costs and expenses arising out of
            or based
            upon (a) any breach by such Item 1122 Responsible Party of any of its
            obligations hereunder relating to its obligations as an Item 1122 Responsible
            Party, including particularly its obligations to provide any assessment
            of
            compliance, attestation report or compliance statement required under
            Section
            3.16(a), 3.16(b) or 3.17, respectively, or any information, data or materials
            required to be included in any Exchange Act report, (b) any material
            misstatement or material omission in any information, data or materials
            provided
            by such Item 1122 Responsible Party (or, in the case of the Securities
            Administrator or Master Servicer, any material misstatement or material
            omission
            in (x) any compliance certificate delivered by it, or by any Servicing
            Function
            Participant engaged by it, pursuant to this Agreement, (y) any assessment
            or
            attestation delivered by or on behalf of it, or by any Servicing Function
            Participant engaged by it, pursuant to this Agreement, or (z) any
            Additional Form 10-D Disclosure, Additional Form 10-K Disclosure or Form
            8-K
            Disclosure Information concerning the Securities Administrator or the
            Master
            Servicer and provided by either of them), or (c) the negligence, bad
            faith or
            willful misconduct of such Item 1122 Responsible Party in connection
            with its
            performance hereunder relating to its obligations as an Item 1122 Responsible
            Party. If the indemnification provided for herein is unavailable or insufficient
            to hold harmless the Securities Administrator, the Depositor, the Initial
            Seller
            or the Seller, then each Item 1122 Responsible Party agrees that it shall
            contribute to the amount paid or payable by the Securities Administrator,
            the
            Master Servicer, the Depositor, the Initial Seller or the Seller as a
            result of
            any claims, losses, damages or liabilities incurred by the Securities
            Administrator, the Master Servicer, the Depositor, the Initial Seller
            or the
            Seller in such proportion as is appropriate to reflect the relative fault
            of the
            Securities Administrator, the Master Servicer, the Depositor, the Initial
            Seller
            or the Seller on the one hand and such Item 1122 Responsible Party on
            the other.
            This indemnification shall survive the termination of this Agreement
            or the
            termination of any party to this Agreement.

        


        
          
            
            

          

          
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        SECTION
          3.23. Amendments
          to Master Servicing Guide and Correspondent Sellers Guide. 

         

        The
          Initial Seller and the Master Servicer hereby agree not to amend the Master
          Servicing Guide or the Correspondent Sellers Guide with respect to the
          Mortgage
          Loans (which are Securitized Loans (as defined therein)) which amendment
          would
          (i) change the Servicer Remittance Date or date for remittance of any servicer
          reports or monthly remittance advices, (ii) change the manner in which
          any
          Servicer makes Advances, servicing advances or amounts to compensate for
          Interest Shortfalls or (iii) otherwise have a material adverse effect on
          the
          Issuer or the Securityholders unless such changes are made pursuant to
          the
          provisions of Section 12.01 hereof. 

         

        SECTION
          3.24. Uniform
          Commercial Code.

         

        The
          Securities Administrator agrees to file continuation statements for any
          Uniform
          Commercial Code financing statements identifying the Issuer as debtor which
          the
          Depositor has informed the Securities Administrator in writing were filed
          on the
          Closing Date in connection with the Issuer, provided that the Securities
          Administrator receives the related filing information on a timely basis.
          The
          Depositor shall file any financing statements or amendments thereto required
          by
          any change in the Uniform Commercial Code.


        
          
            
            

          

          
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        SECTION
          3.25. Optional
          and Required Purchases of Certain Mortgage Loans.

         

        (a) Thornburg,
          in its capacity as a Servicer of a portion of the Mortgage Loans, shall
          have the
          right to purchase from the Issuer any Mortgage Loan which as of the first
          day of
          a calendar quarter is delinquent in payment by 90 days or more or is an
          REO
          Property, at a price equal to the Purchase Price; provided,
          however
          (i) that
          such Mortgage Loan is still 90 days or more delinquent or is an REO Property
          as
          of the date of such purchase and (ii) this purchase option, if not theretofore
          exercised, shall terminate on the date prior to the last day of the related
          calendar quarter. This purchase option, if not exercised, shall not be
          thereafter reinstated unless the delinquency is cured and the Mortgage
          Loan
          thereafter again becomes 90 days or more delinquent or becomes an REO Property,
          in which case the option shall again become exercisable as of the first
          day of
          the related calendar quarter. 

         

        (b)
          The
          Seller, may, but is not required to, repurchase any Mortgage Loan as to
          which
          the Mortgagor has requested a Significant Modification that is not then
          permitted under the related Mortgage Note if such Mortgagor has a satisfactory
          payment history under such Mortgage Loan and meets the credit standards
          of
          Thornburg for the loan program selected (a “Significant
          Modification Loan”).
          A
“Significant
          Modification”
shall
          mean any modification to the interest rate of the greater of (i) 0.25%
          added or
          subtracted from the existing rate and (ii) a change equal to the product
          of (a)
          5% and (b) the annual existing interest rate thereon, which is not provided
          for
          in the related Mortgage Note. The purchase price for any repurchase pursuant
          to
          this Section 3.25(b) shall be the applicable Purchase Price. In order to
          exercise its repurchase rights hereunder, the Seller shall deliver to the
          Master
          Servicer and the Indenture Trustee an Officer’s Certificate identifying the
          Mortgage Loan to be repurchased and certifying that (i) such Mortgage Loan
          is a
          Significant Modification Loan, and (ii) that the Significant Modification
          Loan
          will be entered into on the date of such repurchase.

         

        (c)
          No
          later than the fourth Business Day prior to each Payment Date, Thornburg
          will
          provide to the Master Servicer a list identifying all Mortgage Loans that
          became
          Converted Mortgage Loans or Modified Mortgage Loans during the related
          Due
          Period. On the third Business Day prior to each Payment Date, provided
          that it
          has received such list from Thornburg, the Master Servicer shall prepare
          and
          provide to TMI a Converted Mortgage Loan Schedule and a Modified Mortgage
          Loan
          Schedule with respect to such Due Period. No later than 1:00 PM Eastern
          Time on
          the second Business Day prior to each Payment Date, TMI shall purchase
          each
          Converted Mortgage Loan and Modified Mortgage Loan, to the extent specified
          in a
          Converted Mortgage Loan Schedule or Modified Mortgage Loan Schedule delivered
          to
          it by the Master Servicer for such Payment Date, at the applicable Purchase
          Price for each such Converted Mortgage Loan or Modified Mortgage Loan,
          as
          applicable, and shall remit such Purchase Price to the Master Servicer
          for
          deposit in the Collection Account.

         

        (d) If
          at any
          time Thornburg, the Seller or TMI, as applicable, remits to the Master
          Servicer
          a payment for deposit in the Collection Account covering the amount of
          the
          Purchase Price for a Mortgage Loan of the type set forth in clauses (a),
          (b) or
          (c) above, as applicable, and Thornburg, or TMI, as applicable, provides
          to the
          Indenture Trustee a certification signed by a Servicing Officer stating
          that the
          amount of such payment has been deposited in the Collection Account, then
          the
          Indenture Trustee shall execute the assignment of such Mortgage Loan at
          the
          request of Thornburg, the Seller or TMI without recourse to Thornburg,
          the
          Seller or TMI, as applicable, which shall succeed to all the Issuer’s and/or the
          Indenture Trustee’s right, title and interest in and to such Mortgage Loan, and
          all security and documents relative thereto. Such assignment shall be an
          assignment outright and not for security. Thornburg, the Seller or TMI,
          as
          applicable, will thereupon own such Mortgage Loan, and all such security
          and
          documents, free of any further obligation to the Issuer, the Indenture
          Trustee
          or the Securityholders with respect thereto.


        
          
            
            

          

          
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        SECTION
          3.26. Realization
          upon Troubled Mortgage Loans.

         

        The
          Master Servicer shall have the right to cause a Servicer to sell or work
          out any
          Mortgage Loan as to which the Master Servicer reasonably believes that
          default
          in payment is likely, provided,
          however,
          that,
          with respect to any such sale of a Mortgage Loan by a Servicer, the related
          sale
          price shall be no less than the Scheduled Principal Balance of such Mortgage
          Loan as of the last day of the Due Period immediately preceding the date
          of such
          sale plus accrued interest thereon through such sale date. Any and all
          proceeds
          from such a sale shall be deemed to be Liquidation Proceeds hereunder and
          any
          such Mortgage Loan which has been sold shall be deemed a Liquidated Mortgage
          Loan hereunder.

         

        SECTION
          3.27. Closing
          Certificate and Opinion.

         

        On
          or
          before the Closing Date, the Master Servicer shall cause to be delivered
          to the
          Depositor, the Initial Seller, the Seller, the Issuer and the Indenture
          Trustee,
          and Lehman Brothers, Inc. an Opinion of Counsel, dated the Closing Date,
          in form
          and substance reasonably satisfactory to the Depositor, Lehman Brothers,
          Inc.,
          the Initial Seller and the Seller as to the due authorization, execution
          and
          delivery of this Agreement by the Master Servicer and the enforceability
          thereof. 

         

        SECTION
          3.28. Liabilities
          of the Master Servicer.

         

        The
          Master Servicer shall be liable in accordance herewith only to the extent
          of the
          obligations specifically imposed upon and undertaken by it herein.

         

        SECTION
          3.29. Merger
          or Consolidation of the Master Servicer.

         

        (a) The
          Master Servicer will keep in full force and effect its existence, rights
          and
          franchises as a corporation under the laws of the state of its incorporation,
          and will obtain and preserve its qualification to do business as a foreign
          corporation in each jurisdiction in which such qualification is or shall
          be
          necessary to protect the validity and enforceability of this Agreement,
          the
          Securities or any of the Mortgage Loans and to perform its duties under
          this
          Agreement.


        
          
            
            

          

          
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        (b) Any
          Person into which the Master Servicer may be merged or consolidated, or
          any
          corporation resulting from any merger 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 of the Master Servicer hereunder,
          without the execution or filing of any paper or further act on the part
          of any
          of the parties hereto, anything herein to the contrary
          notwithstanding.

         

        SECTION
          3.30. Indemnification
          of the Initial Seller, the Seller, the Indenture Trustee, the Owner Trustee,
          the
          Master Servicer and the Securities Administrator.

         

        (a) In
          addition to any indemnity required pursuant to Section 3.22 hereof, the
          Master
          Servicer agrees to indemnify the Indemnified Persons for, and to hold them
          harmless against, any loss, liability or expense (except as otherwise provided
          herein with respect to expenses) (including reasonable legal fees and
          disbursements of counsel) incurred on their part that may be sustained
          in
          connection with, arising out of, or relating to this Agreement or the Securities
          (i) related to the Master Servicer’s failure to perform its duties in compliance
          with this Agreement (except as any such loss, liability or expense shall
          be
          otherwise reimbursable pursuant to this Agreement) or (ii) incurred by
          reason of
          the Master Servicer’s willful misfeasance, bad faith or gross negligence in the
          performance of duties hereunder or by reason of reckless disregard of
          obligations and duties hereunder, provided, in each case, that with respect
          to
          any such claim or legal action (or pending or threatened claim or legal
          action),
          an Indemnified Person shall have given the Master Servicer and the Depositor
          written notice thereof promptly after such Indemnified Person shall have
          with
          respect to such claim or legal action knowledge thereof. The Indemnified
          Person’s failure to give such notice shall not affect the Indemnified Person’s
          right to indemnification hereunder. This indemnity shall survive the resignation
          or removal of the Indenture Trustee, the Owner Trustee, the Master Servicer
          or
          the Securities Administrator and the termination of this Agreement.

         

        (b) The
          Issuer will indemnify any Indemnified Person for any loss, liability or
          expense
          of any Indemnified Person not otherwise indemnified by the Master Servicer
          as
          referred to in Subsection (a) above.

         

        (c) In
          addition to any indemnity required pursuant to Section 3.22 hereof, the
          Securities Administrator agrees to indemnify the Indemnified Persons (other
          than
          the Securities Administrator) for, and to hold them harmless against, any
          loss,
          liability or expense (except as otherwise provided herein with respect
          to
          expenses) (including reasonable legal fees and disbursements of counsel)
          incurred on their part (i) in connection with, arising out of, or relating
          to
          the Securities Administrator’s failure to file any Exchange Act report which the
          Securities Administrator is responsible for filing in accordance with Section
          3.19, (ii) by reason of the Securities Administrator’s negligence or willful
          misconduct in the performance of such obligations pursuant to Section 3.19
          or
          (iii) by reason of the Securities Administrator’s reckless disregard of such
          obligations pursuant to Section 3.19, provided, in each case, that with
          respect
          to any such claim or legal action (or pending or threatened claim or legal
          action), an Indemnified Person shall have given the Securities Administrator
          written notice thereof promptly after such Indemnified Person shall have
          with
          respect to such claim or legal action knowledge thereof. The Indemnified
          Person’s failure to give such notice shall not affect the Indemnified Person’s
          right to indemnification hereunder. This indemnity shall survive the resignation
          or removal of the Indenture Trustee, the Owner Trustee, the Master Servicer
          or
          the Securities Administrator and the termination of this
          Agreement.


        
          
            
            

          

          
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        SECTION
          3.31. Limitations
          on Liability of the Master Servicer and Others; Indemnification of Indenture
          Trustee and Others.

         

        Subject
          to the obligation of the Master Servicer to indemnify the Indemnified Persons
          pursuant to Section 3.30:

         

        (a) Neither
          the Master Servicer nor any of the directors, officers, employees or agents
          of
          the Master Servicer shall be under any liability to the Indemnified Persons,
          the
          Depositor, the Issuer or the Securityholders for taking any action or for
          refraining from taking any action in good faith pursuant to this Agreement,
          or
          for errors in judgment; provided,
          however,
          that
          this provision shall not protect the Master Servicer or any such Person
          against
          any breach of warranties or representations made herein or any liability
          which
          would otherwise be imposed by reason of such Person’s willful misfeasance, bad
          faith or gross negligence in the performance of duties or by reason of
          reckless
          disregard of obligations and duties hereunder.

         

        (b) The
          Master Servicer and any director, officer, employee or agent of the Master
          Servicer may rely in good faith on any document of any kind prima facie
          properly
          executed and submitted by any Person respecting any matters arising
          hereunder.

         

        (c) The
          Master Servicer, the Owner Trustee (in its individual capacity and as Owner
          Trustee), the Indenture Trustee (in its individual corporate capacity and
          as
          Indenture Trustee), the Custodian (including for such purpose, the Indenture
          Trustee acting in its capacity as Custodian) and any director, officer,
          employee
          or agent of the Master Servicer, the Owner Trustee, the Indenture Trustee
          or the
          Custodian shall be indemnified by the Issuer and held harmless thereby
          against
          any loss, liability or expense (except as otherwise provided herein with
          respect
          to expenses) (including reasonable legal fees and disbursements of counsel)
          incurred on their part that may be sustained in connection with, arising
          out of,
          or relating to, this Agreement, the Securities or any Servicing Agreement
          or the
          transactions contemplated hereby or thereby (except, with respect to the
          Master
          Servicer, to the extent that the Master Servicer is indemnified by the
          Servicer
          thereunder), other than (i) with respect to the Master Servicer only, any
          such
          loss, liability or expense related to the Master Servicer’s failure to perform
          its duties in compliance with this Agreement or (ii) with respect to the
          Master
          Servicer or Custodian only, any such loss, liability or expense incurred
          by
          reason of the Master Servicer’s or the Custodian’s willful misfeasance, bad
          faith or gross negligence in the performance of its own duties hereunder
          or by
          reason of reckless disregard of its own obligations and duties hereunder
          or
          under a custodial agreement.

         

        (d) The
          Master Servicer shall not be under any obligation to appear in, prosecute
          or
          defend any legal action that is not incidental to its duties under this
          Agreement and that in its opinion may involve it in any expense or liability;
          provided,
          however,
          the
          Master Servicer may in its discretion, undertake any such action which
          it may
          deem necessary or desirable with respect to this Agreement and the rights
          and
          duties of the parties hereto and the interests of the Issuer and the
          Securityholders 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 Issuer, and the Master Servicer shall be entitled to
          be
          reimbursed therefor out of the Collection Account as provided by Section
          4.03.
          Nothing in this Subsection 3.31(d) shall affect the Master Servicer’s obligation
          to supervise, or to take such actions as are necessary to ensure, the servicing
          and administration of the Mortgage Loans pursuant to Subsection
          3.01(a).


        
          
            
            

          

          
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        (e) In
          taking
          or recommending any course of action pursuant to this Agreement, unless
          specifically required to do so pursuant to this Agreement, the Master Servicer
          shall not be required to investigate or make recommendations concerning
          potential liabilities which the Issuer might incur as a result of such
          course of
          action by reason of the condition of the Mortgaged Properties but shall
          give
          notice to the Indenture Trustee if it has notice of such potential
          liabilities.

         

        (f) The
          Master Servicer shall not be liable for any acts or omissions of any Servicer,
          except as otherwise expressly provided herein.

         

        SECTION
          3.32. Master
          Servicer Not to Resign. 

         

        Except
          as
          provided in Section 3.34, the Master Servicer shall not resign from the
          obligations and duties hereby imposed on it except upon a determination
          that any
          such duties hereunder are no longer permissible under applicable law and
          such
          impermissibility cannot be cured. Any such determination permitting the
          resignation of the Master Servicer shall be evidenced by an Independent
          Opinion
          of Counsel (delivered at the expense of the Master Servicer) to such effect
          delivered to the Indenture Trustee. No such resignation by the Master Servicer
          shall become effective until the Indenture Trustee or a successor to the
          Master
          Servicer reasonably satisfactory to the Indenture Trustee shall have assumed
          the
          responsibilities and obligations of the Master Servicer in accordance with
          Section 7.02 hereof. The Indenture Trustee shall notify each Rating Agency
          of
          the resignation of the Master Servicer.

         

        SECTION
          3.33. Successor
          Master Servicer.

         

        In
          connection with the appointment of any successor master servicer or the
          assumption of the duties of the Master Servicer, the Indenture Trustee
          may make
          such arrangements for the compensation of such successor master servicer
          out of
          payments on the Mortgage Loans as the Indenture Trustee and such successor
          master servicer shall agree which in no case shall exceed the Master Servicing
          Fee, plus the portion of investment income on amounts on deposit in the
          Collection Account to which the Master Servicer is entitled hereunder.
If the
          successor master servicer does not agree that the proposed compensation
          is fair,
          such successor master servicer shall obtain two quotations of market
          compensation from third parties actively engaged in the servicing of
          single-family mortgage loans; provided,
          however,
          that
          Thornburg, as a Servicer of a portion of the Mortgage Loans, shall have
          the
          right, but not the obligation, to be appointed successor master servicer
          in the
          event that the Indenture Trustee, in its sole discretion, decides not to
          assume
          the duties of the Master Servicer itself; and provided,
          further,
          that
          each Rating Agency shall confirm in writing that any appointment of a successor
          Master Servicer (other than the Indenture Trustee) will not result in a
          downgrade in the then current rating of any Class of Notes. 


        
          
            
            

          

          
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        SECTION
          3.34. Sale
          and Assignment of Master Servicing.

         

        The
          Master Servicer may sell and assign its rights and delegate its duties
          and
          obligations in their entirety as Master Servicer under this Agreement,
          with the
          written consent of Thornburg in its capacity as a Servicer of a portion
          of the
          Mortgage Loans, to be given in its sole discretion, and provided further
          that:
          (i) the purchaser or transferee accepting such assignment and delegation
          (a)
          shall be a Person which shall be qualified to service mortgage loans for
          Fannie
          Mae or Freddie Mac; (b) shall have a net worth of not less than $10,000,000
          (unless otherwise approved by each Rating Agency pursuant to clause (ii)
          below);
          (c) shall be reasonably satisfactory to Thornburg and the Indenture Trustee
          (as
          evidenced in writing signed by Thornburg and the Indenture Trustee); and
          (d)
          shall execute and deliver to the Indenture Trustee an agreement, in form
          and
          substance reasonably satisfactory to the Indenture Trustee, which contains
          an
          assumption by such Person of the due and punctual performance and observance
          of
          each covenant and condition to be performed or observed by it as master
          servicer
          under this Agreement, any custodial agreement from and after the effective
          date
          of such agreement; (ii) each Rating Agency shall be given prior written
          notice
          of the identity of the proposed successor to the Master Servicer and each
          Rating
          Agency’s ratings of the Notes in effect immediately prior to such assignment,
          sale and delegation will not be downgraded, qualified or withdrawn as a
          result
          of such assignment, sale and delegation, as evidenced by a letter to such
          effect
          delivered to the Master Servicer and the Indenture Trustee; and (iii) the
          Master
          Servicer assigning and selling the master servicing shall deliver to the
          Indenture Trustee an Officer’s Certificate and an Independent Opinion of
          Counsel, (delivered at the Master Servicer’s expense) each stating that all
          conditions precedent to such action under this Agreement have been completed
          and
          such action is permitted by and complies with the terms of this Agreement.
          No
          such assignment or delegation shall affect any liability of the Master
          Servicer
          arising prior to the effective date thereof.

         

        ARTICLE
          IV

         

        ACCOUNTS

         

        SECTION
          4.01. Servicing
          Accounts.

         

        (a) The
          Master Servicer shall enforce the obligation of each Servicer to establish
          and
          maintain one or more custodial accounts (the “Servicing
          Accounts”)
          in
          accordance with the applicable Servicing Agreement, with records to be
          kept with
          respect thereto on a Mortgage Loan by Mortgage Loan basis, into which accounts
          shall be deposited within 48 hours (or as of such other time specified
          in the
          related Servicing Agreement) of receipt all collections of principal and
          interest on any Mortgage Loan and with respect to any REO Property received
          by a
          Servicer, including Principal Prepayments, Insurance Proceeds, Liquidation
          Proceeds, Recoveries and advances made from the Servicer’s own funds (less, in
          the case of each Servicer, the applicable servicing compensation, in whatever
          form and amounts as permitted by the applicable Servicing Agreement) and
          all
          other amounts to be deposited in each such Servicing Account. The Servicer
          is
          hereby authorized to make withdrawals from and deposits to the related
          Servicing
          Account for purposes required or permitted by this Agreement and the applicable
          Servicing Agreement. For the purposes of this Agreement, Servicing Accounts
          shall also include such other accounts as the Servicer maintains for the
          escrow
          of certain payments, such as taxes and insurance, with respect to certain
          Mortgaged Properties. Each Servicing Agreement sets forth the criteria
          for the
          segregation, maintenance and investment of each related Servicing Account,
          the
          contents of which are acceptable to the parties hereto as of the date hereof
          and
          changes to which shall not be made unless such changes are made in accordance
          with the provisions of Section 12.01 hereof. 


        
          
            
            

          

          
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        (b) [Reserved];

         

        (c) To
          the
          extent provided in the related Servicing Agreement and subject to this
          Article
          IV, on or before each Servicer Remittance Date, each Servicer shall withdraw
          or
          shall cause to be withdrawn from the related Servicing Accounts and shall
          immediately deposit or cause to be deposited in the Collection Account
          amounts
          representing the following collections and payments (other than with respect
          to
          principal of or interest on the Mortgage Loans due on or before the Cut-off
          Date) with respect to each of the Mortgage Loans it is servicing:

         

        (i) Monthly
          Payments on the Mortgage Loans received or any related portion thereof
          advanced
          by the Servicers pursuant to the Servicing Agreements which were due on
          or
          before the related Due Date but net of the amount thereof comprising the
          Servicing Fees;

         

        (ii) Principal
          Prepayments in full and any Liquidation Proceeds received by the Servicers
          with
          respect to such Mortgage Loans in the related Prepayment Period, with interest
          to the date of prepayment or liquidation, net of the amount thereof comprising
          the Servicing Fees and any Recoveries received in the related Prepayment
          Period;

         

        (iii) Principal
          Prepayments in part received by the Servicers for such Mortgage Loans in
          the
          related Prepayment Period; 

         

        (iv) Prepayment
          Penalty Amounts, if any, and only if required under the related Servicing
          Agreement; and

         

        (v) any
          amount to be used as a delinquency advance or to pay any Interest Shortfalls,
          in
          each case, as required to be paid under the related Servicing Agreement.
          

         

        (d) Withdrawals
          may be made from a Servicing Account only to make remittances as provided
          in
          Section 4.01(c), 4.02 and 4.03; to reimburse the Master Servicer or a Servicer
          for Advances which have been recovered by subsequent collection from the
          related
          Mortgagor; to remove amounts deposited in error; to remove fees, charges
          or
          other such amounts deposited on a temporary basis; or to clear and terminate
          the
          account at the termination of this Agreement in accordance with Section
          10.01.
          As provided in Sections 4.01(c) and 4.02(b), certain amounts otherwise
          due to
          the Servicers may be retained by them and need not be deposited in the
          Collection Account. 


        
          
            
            

          

          
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        Notwithstanding
          anything herein to the contrary, the Master Servicer shall not be responsible
          for verifying the accuracy of any Prepayment Penalty.

         

        SECTION
          4.02. Collection
          Account. 

         

        (a)
          The
          Securities Administrator shall establish and maintain in the name of the
          Securities Intermediary for the benefit of the Indenture Trustee and the
          Securityholders, the Collection Account as a segregated account or accounts,
          each of which shall be an Eligible Account. If an existing Collection Account
          ceases to be an Eligible Account, the Securities Administrator shall establish
          a
          new Collection Account that is an Eligible Account within ten (10) days
          and
          transfer all funds and investment property on deposit in such existing
          Collection Account into the new Collection Account. So long as Wells Fargo
          shall
          act as both the Master Servicer and the Securities Administrator, the Collection
          Account may be a sub-account of the Note Payment Account. To the extent
          that the
          Collection Account is not a sub-account of the Note Payment Account, on
          each
          Deposit Date, the Securities Administrator shall withdraw from the Collection
          Account and remit to the Note Payment Account the Available Funds for the
          related Payment Date, to the extent received by it or required to be funded
          by
          the Master Servicer. The Collection Account shall constitute an account
          of the
          Indenture Trustee segregated on the books of the Securities Intermediary
          and
          held by the Securities Administrator in trust in its Corporate Trust Office,
          and
          the Collection Account and the funds deposited therein shall not be subject
          to,
          and shall be protected from, all claims, liens, and encumbrances of any
          creditors or depositors of the Issuer, the Indenture Trustee, the Securities
          Administrator, the Securities Intermediary or the Master Servicer (whether
          made
          directly, or indirectly through a liquidator or receiver of the Issuer,
          the
          Indenture Trustee, the Securities Administrator, the Securities Intermediary
          or
          the Master Servicer). The amount at any time credited to the Collection
          Account
          shall be (i) fully insured by the FDIC to the maximum coverage provided
          thereby
          or (ii) invested by the Securities Administrator, in Permitted Investments,
          in
          accordance with Section 4.02(c). All Permitted Investments shall mature
          or be
          subject to redemption or withdrawal on or before, and shall be held until,
          the
          immediately succeeding Deposit Date. With respect to the Collection Account
          and
          the funds deposited therein, the Securities Administrator shall take such
          action
          as may be necessary to ensure that the Issuer and the Securityholders shall
          be
          entitled to the priorities afforded to such an account (in addition to
          a claim
          against the estate of the Securities Administrator, the Securities Intermediary
          or the Indenture Trustee) as provided by 12 U.S.C. § 92a(e), and applicable
          regulations pursuant thereto, if applicable, or any applicable comparable
          state
          statute applicable to state chartered banking corporations, if applicable.
          The
          Securities Administrator, the Indenture Trustee or their affiliates are
          permitted to receive additional compensation that could be deemed to be
          in the
          their economic self-interest for (i) serving as investment adviser,
          administrator, servicing agent, custodian or sub-custodian with respect
          to
          certain of the Permitted Investments, (ii) using affiliates to effect
          transactions in certain Permitted Investments and (iii) effecting transactions
          in certain Permitted Investments. The Master Servicer and the Securities
          Administrator will deposit in the Collection Account as identified by the
          Master
          Servicer or the Securities Administrator and as received by the Master
          Servicer
          or the Securities Administrator, the following amounts:


        
          
            
            

          

          
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        (i) any
          amounts withdrawn from a Servicing Account pursuant to Section
          4.01(c);

         

        (ii) any
          Advance and any Compensating Interest Payments required to be made by the
          Master
          Servicer to the extent required but not made by a Servicer; 

         

        (iii) any
          Insurance Proceeds, Liquidation Proceeds or Subsequent Recoveries received
          by or
          on behalf of the Master Servicer or which were not deposited in a Servicing
          Account; 

         

        (iv) the
          Purchase Price with respect to any Mortgage Loans purchased by the Initial
          Seller or the Seller pursuant to Section 2.04 of this Agreement, any
          Substitution Adjustments pursuant to Section 2.04 of this Agreement, the
          Purchase Price with respect to any Mortgage Loans purchased by Thornburg,
          the
          Initial Seller or TMI pursuant to Section 3.25, and all proceeds of any
          Mortgage
          Loans or property acquired with respect thereto repurchased by Thornburg
          (or its
          assignee) or the Master Servicer pursuant to Section 10.01;

         

        (v) any
          amounts required to be deposited with respect to losses on investments
          of
          deposits in the Collection Account; and

         

        (vi) any
          other
          amounts received by or on behalf of the Master Servicer or the Securities
          Administrator and required to be deposited in the Collection Account pursuant
          to
          this Agreement.

         

        (b) All
          amounts deposited to the Collection Account shall be held by the Securities
          Intermediary in the name of the Indenture Trustee in trust for the benefit
          of
          the Indenture Trustee and the Securityholders in accordance with the terms
          and
          provisions of this Agreement. The requirements for crediting the Collection
          Account shall be exclusive, it being understood and agreed that, without
          limiting the generality of the foregoing, payments in the nature of (i)
          late
          payment charges or assumption, tax service, statement account or payoff,
          substitution, satisfaction, release and other like fees and charges (but
          including, in the case of Thornburg, all Prepayment Penalty Amounts) and
          (ii)
          the items enumerated in Subsections 4.03(a)(i), (ii), (iii), (iv), (vi),
          (vii),
          (ix), (x) and with respect to the Securities Administrator item (xi), need
          not
          be credited by the Master Servicer or the related Servicer to the Collection
          Account. In the event that the Master Servicer shall deposit or cause to
          be
          deposited to the Collection Account any amount not required to be credited
          thereto, the Securities Intermediary , upon receipt of a written request
          therefor signed by a Servicing Officer of the Master Servicer, shall promptly
          transfer such amount to the Master Servicer, any provision herein to the
          contrary notwithstanding.

         

        
          (c) The
            amount
            at
            any time credited to the Collection Account shall be invested, in the
            name of
            the Securities Intermediary, or its nominee, for the benefit of the Indenture
            Trustee and the Securityholders, in Permitted Investments as follows.
            All net
            earnings on Permitted Investments shall be for the benefit of Thornburg,
            in its
            capacity as Servicer, except that to the extent the Collection Account
            is
            treated as a sub-account of the Note Payment Account, the investment
            income with
            respect to investment of the funds in the Collection Account on the Business
            Day
            prior to each Payment Date shall be for the benefit of the Master Servicer.
            All
            Permitted Investments made for the benefit of Thornburg shall be made
            at the
            written direction of Thornburg to the Securities Administrator (or, if
            no such
            written direction is received, in investments of the type specified in
            clause
            (vi) of
            the
            definition of Permitted Investments), shall mature or be subject to redemption
            or withdrawal on or before, and shall be held until, the Business Day
            prior to
            the next succeeding Deposit Date. Any and all investment earnings from
            such
            Permitted Investments shall be paid to Thornburg, and the risk of loss
            of moneys
            resulting from such investments shall be borne by and be the risk of
            Thornburg.
            Thornburg shall deposit the amount of any such loss in the Collection
            Account
            within two Business Days of receipt of notification of such loss but
            not later
            than the next succeeding Payment Date.

        


        
          
            
            

          

          
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        SECTION
          4.03. Permitted
          Withdrawals and Transfers from the Collection Account.

         

        
          (a) The
            Securities Administrator will, from time to time on demand of a Servicer,
            the
            Master Servicer, or for its own account as set forth below, make or cause
            to be
            made such withdrawals or transfers from the Collection Account, in the
            case of a
            demand by a Servicer, as the applicable Servicer has designated for such
            transfer or withdrawal pursuant to the applicable Servicing Agreement,
            or in the
            case of the Master Servicer as set forth below in this Section 4.03,
            or as the
            Securities Administrator has determined to be appropriate in accordance
            herewith, for the following purposes:

        

         

        (i) to
          reimburse the Master Servicer or any Servicer for any Advance of its own
          funds
          or of such Servicer’s own funds, the right of the Master Servicer or a Servicer
          to reimbursement pursuant to this subclause (i) being limited to amounts
          received on a particular Mortgage Loan (including, for this purpose, the
          Purchase Price therefor, Insurance Proceeds and Liquidation Proceeds) which
          represent late payments or recoveries of the principal of or interest on
          such
          Mortgage Loan respecting which such Advance was made;

         

        (ii) to
          reimburse the Master Servicer or any Servicer from Insurance Proceeds or
          Liquidation Proceeds relating to a particular Mortgage Loan for amounts
          expended
          by the Master Servicer or such Servicer in good faith in connection with
          the
          restoration of the related Mortgaged Property which was damaged by an Uninsured
          Cause or in connection with the liquidation of such Mortgage Loan;

         

        (iii) to
          reimburse the Master Servicer or any Servicer from Insurance Proceeds relating
          to a particular Mortgage Loan for insured expenses incurred with respect
          to such
          Mortgage Loan and to reimburse the Master Servicer or such Servicer from
          Liquidation Proceeds from a particular Mortgage Loan for Liquidation Expenses
          incurred with respect to such Mortgage Loan; 

         

        (iv) to
          pay
          the Master Servicer or any Servicer, as appropriate, from Liquidation Proceeds
          or Insurance Proceeds received in connection with the liquidation of any
          Mortgage Loan, the amount which it or such Servicer would have been entitled
          to
          receive under subclause (viii) of this Subsection 4.03(a) as servicing
          compensation on account of each defaulted Monthly Payment on such Mortgage
          Loan
          if paid in a timely manner by the related Mortgagor;


        
          
            
            

          

          
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        (v) to
          pay
          the Master Servicer or any Servicer from the Purchase Price for any Mortgage
          Loan, the amount which it or such Servicer would have been entitled to
          receive
          under subclause (viii) of this Subsection (a) as servicing
          compensation;

         

        (vi) to
          reimburse the Master Servicer or any Servicer for servicing related advances
          of
          funds, the right to reimbursement pursuant to this subclause being limited
          to
          amounts received on the related Mortgage Loan (including, for this purpose,
          the
          Purchase Price therefor, Insurance Proceeds and Liquidation Proceeds) which
          represent late recoveries of the payments for which such servicing advances
          were
          made;

         

        (vii) to
          reimburse the Master Servicer or any Servicer for any Advance or advance,
          after
          a Realized Loss has been allocated with respect to the related Mortgage
          Loan if
          the Advance or advance has not been reimbursed pursuant to clauses (i)
          and
          (vi);

         

        (viii) to
          pay
          the Master Servicer its monthly Master Servicing Fee and any investment
          income
          and other additional servicing compensation payable pursuant to Section
          3.14;

         

        (ix) to
          reimburse the Master Servicer or the Securities Administrator for any expenses
          recoverable by the Master Servicer or the Securities Administrator pursuant
          to
          Sections 3.03 and 3.31;

         

        (x) to
          pay
          Thornburg, as a Servicer, any Prepayment Penalty Amounts and any earnings
          payable pursuant to Section 4.02(c), and to reimburse or pay any Servicer
          any
          such amounts as are due thereto under the applicable Servicing Agreement
          and
          have not been retained by or paid to the Servicer, to the extent provided
          in the
          related Servicing Agreement;

         

        (xi) to
          reimburse the Indenture Trustee, the Owner Trustee and the Securities
          Administrator for expenses, costs and liabilities incurred by or reimbursable
          to
          it from funds of the Issuer pursuant to Sections 3.30, 3.31 or 8.05 (including
          those related to the Custodian, to the extent not paid by Thornburg), and
          to
          reimburse the Indenture Trustee for any fees, costs and expenses costs
          incurred
          by or reimbursable to it pursuant to Section 2.03(a), 7.01(b), 8.02, 8.05
          or
          8.07, to the extent not otherwise reimbursed to it;

         

        (xii) to
          make
          distributions of Retained Interest to the Retained Interest Holder on each
          Payment Date;

         

        (xiii) to
          pay to
          Thornburg (in its capacity as a Servicer) all investment earnings on amounts
          on
          deposit in the Collection Account to which it is entitled under Section
          4.02(c);

         

        (xiv) to
          remove
          amounts deposited in error; and 

         

        (xv) to
          clear
          and terminate the Collection Account pursuant to Section 10.01. 

         

        (b) In
          addition, on or before the Business Day immediately preceding each Deposit
          Date,
          the Master Servicer shall deposit in the Collection Account (or remit to
          the
          Securities Administrator for deposit therein) any Advances or Compensating
          Interest Payments, to the extent required but not made by the related Servicer
          and required to be made by the Master Servicer with respect to the Mortgage
          Loans.


        
          
            
            

          

          
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        (c) The
          Securities Administrator or the Master Servicer shall keep and maintain
          separate
          accounting, on a Mortgage Loan by Mortgage Loan basis, for the purpose
          of
          accounting for any payments or reimbursements from the Collection Account
          pursuant to subclauses (i) through (vii), inclusive, (ix) and (x) or with
          respect to any such amounts which would have been covered by such subclauses
          had
          the amounts not been retained by the Master Servicer without being deposited
          in
          the Collection Account under Section 4.02(b).

         

        (d) In
          order
          to comply with its duties under the USA PATRIOT Act of 2001, the Securities
          Administrator shall obtain and verify certain information and documentation
          from
          the other parties hereto, including, but not limited to, each such party's
          name,
          address and other identifying information.

         

        SECTION
          4.04. The
          Note Payment Account.

         

        The
          Securities Administrator shall establish and maintain in the name of the
          Securities Intermediary for the benefit of the Indenture Trustee and the
          Noteholders, the Note Payment Account which shall be an Eligible Account.
          On
          each Deposit Date, to the extent that the Collection Account is not a
          sub-account of the Note Payment Account, the Securities Administrator shall
          withdraw, on behalf of the Indenture Trustee, from the Collection Account
          the
          aggregate Available Funds for the related Payment Date for deposit into
          the Note
          Payment Account. The Securities Administrator shall also deposit into the
          Note
          Payment Account all amounts received on behalf of the Issuer under the
          Yield
          Maintenance Agreements.

         

        In
          the
          event that the Securities Administrator shall remit into the Note Payment
          Account any amount not required to be remitted by it, it may at any time
          withdraw such amount from the Note Payment Account, any provision herein
          to the
          contrary notwithstanding. All funds deposited in the Note Payment Account
          shall
          be held by the Securities Intermediary in trust for the Noteholders, until
          disbursed in accordance with this Agreement or withdrawn in accordance
          with
          Section 5.01.

         

        If
          the
          Note Payment Account ceases to be an Eligible Account, the Securities
          Administrator shall establish a new Note Payment Account that is an Eligible
          Account within 10 days and transfer all funds and investment property on
          deposit
          in such existing Note Payment Account into such new Note Payment
          Account.

         

        
          All
            funds
            on deposit in the Note Payment Account may be invested as directed by
            the
            Securities Administrator in Permitted Investments in the name of the
            Securities
            Intermediary for the benefit of the Indenture Trustee and the Noteholders
            which
            shall mature no later than the Payment Date, provided that such Permitted
            Investment is an obligation of the Securities Administrator or otherwise
            managed
            or advised by the Securities Administrator or an affiliate thereof. All
            income
            and gain net of realized losses on such investments shall be paid to
            the Master
            Servicer as additional master servicing compensation except to the extent
            that
            the Collection Account is treated as a sub-account of the Note Payment
            Account,
            in which case only investment income earned on the Business Day prior
            to each
            Payment Date shall be paid to the Master Servicer as additional servicing
            compensation and any remaining investment income shall be paid to Thornburg
            in
            its capacity as Servicer as specified in Section 4.02(c). The amount
            of any
            realized losses in the Note Payment Account in respect of such investments
            shall
            promptly be deposited therein by the Master Servicer.

        


        
          
            
            

          

          
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        The
          Indenture Trustee in its fiduciary capacity shall not be liable for the
          amount
          of loss incurred in respect of any investment or lack of investment of
          funds
          held in the Collection Account or the Note Payment Account.

         

        SECTION
          4.05. The
          Certificate Distribution Account

         

        The
          Securities Administrator, for the benefit of the Certificateholders, shall
          establish and maintain in the name of the Issuer an account (the “Certificate
          Distribution Account”)
          entitled “Certificate Distribution Account, Wells Fargo Bank, N.A., as
          Securities Administrator, in trust for the holders of the Thornburg Mortgage
          Securities Trust 2007-1 Ownership Certificates. The Certificate Distribution
          Account shall be an Eligible Account. If an existing Certificate Distribution
          Account ceases to be an Eligible Account, the Securities Administrator
          shall
          establish a new Certificate Distribution Account that is an Eligible Account
          within 10 days and transfer all funds and investment property on deposit
          in such
          existing Certificate Distribution Account into such new Certificate Distribution
          Account.

         

        On
          each
          Payment Date, the Securities Administrator shall withdraw from the Note
          Payment
          Account all amounts required to be deposited in the Certificate Distribution
          Account pursuant to Section 5.01(a)(iv)(P) and deposit such amounts into
          the
          Certificate Distribution Account. On each Payment Date, the Securities
          Administrator, on behalf of the Issuer, shall distribute all amounts on
          deposit
          in the Certificate Distribution Account in accordance with the provisions
          of the
          Trust Agreement. On the Payment Date on which the aggregate Class Principal
          Amount of the Notes is reduced to zero, the Securities Administrator shall
          distribute all amounts remaining on deposit in the Certificate Distribution
          Account in accordance with the provisions of the Trust Agreement in order
          to
          clear and terminate the Certificate Distribution Account in connection
          with the
          termination of this Agreement.

         

        SECTION
          4.06. The
          Reserve Fund

         

        
          The
            Securities Administrator shall establish and maintain in the name of
            the
            Securities Intermediary for the benefit of the Indenture Trustee and
            the
            Noteholders the Reserve Fund which shall be an Eligible Account. Amounts
            deposited into the Reserve Fund pursuant to Section 5.01(f)(i) may be
            invested
            in Permitted Investments for the benefit of the Securityholders at the
            written
            direction of Thornburg to the Securities Administrator (or, if no such
            written
            direction is received, in investments of the type specified in clause
            (vi) of
            the definition of Permitted Investments (which investments shall mature
            on or
            before, and shall be held until, the next succeeding Payment Date). Any
            risk of
            loss of moneys resulting from such Permitted Investments shall be borne
            by, and
            be the risk of Thornburg and Thornburg shall deposit the amount of any
            such loss
            in the Reserve Fund within two Business Days of receipt of notification
            of such
            loss from the Securities Administrator, but not later than the Business
            Day
            prior to the next succeeding Payment Date. The Securities Administrator
            will
            keep records by Mortgage Loan Group of the source of deposits made into
            the
            Reserve Fund pursuant to Section 5.01(f)(i). Amounts on deposit in the
            Reserve
            Fund will be applied in accordance with Section
            5.01(f)(i).

        


        
          
            
            

          

          
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        SECTION
          4.07. Control
          of the Trust Accounts

         

        
          (a) The
            Depositor, the Issuer and the Indenture Trustee (is hereby directed to
            and does)
            hereby appoint Wells Fargo Bank, N.A., as Securities Intermediary with
            respect
            to each of the Trust Accounts, and the Issuer has, pursuant to the Indenture,
            granted to the Indenture Trustee, for the benefit of the Noteholders,
            a security
            interest to secure all amounts due Noteholders hereunder in and to the
            Trust
            Accounts and the Security Entitlements to all Financial Assets credited
            to the
            Trust Accounts, including without limitation all amounts, securities,
            investments, Financial Assets, investment property and other property
            from time
            to time deposited in or credited to the Trust Accounts and all proceeds
            thereof.
            Amounts held from time to time in the Trust Accounts will continue to
            be held by
            the Securities Intermediary for the benefit of the Indenture Trustee,
            as
            collateral agent, for the benefit of the Noteholders. Upon the termination
            of
            the Issuer or the discharge of the Indenture, the Securities Administrator
            on
            behalf of the Indenture Trustee shall inform the Securities Intermediary
            of such
            termination. By acceptance of their Securities or interests therein,
            the
            Securityholders shall be deemed to have appointed Wells Fargo Bank N.A.
            as
            Securities Intermediary. Wells Fargo Bank N.A. hereby accepts such appointment
            as Securities Intermediary;

        

         

        (b) With
          respect to the Trust Account Property credited to the Trust Accounts, the
          Securities Intermediary agrees that:

         

        (i) with
          respect to any Trust Account Property that is held in deposit accounts,
          each
          such deposit account shall be subject to the exclusive custody and control
          of
          the Securities Intermediary, and the Securities Intermediary shall have
          sole
          signature authority with respect thereto;

         

        (ii) all
          assets in the Trust Accounts are agreed by the Securities Intermediary
          to be
          treated as Financial Assets; and

         

        (iii) any
          such
          Trust Account Property that is, or is treated as, a Financial Asset shall
          be
          physically delivered (accompanied by any required endorsements) to, or
          credited
          to an account in the name of, the Securities Intermediary or other eligible
          institution maintaining any Trust Accounts in accordance with the Securities
          Intermediary’s customary procedures such that the Securities Intermediary or
          such other institution establishes a Security Entitlement in favor of the
          Indenture Trustee with respect thereto over which the Securities Intermediary
          or
          such other institution has Control;

         

        (c) The
          Securities Intermediary hereby confirms that (A) each Trust Account is
          an
          account to which Financial Assets are or may be credited, and the Securities
          Intermediary shall, subject to the terms of this Agreement, treat the Indenture
          Trustee, as collateral agent, and the Securities Administrator on behalf
          of the
          Indenture Trustee as entitled to exercise the rights that comprise any
          Financial
          Asset credited to any Trust Account, (B) all Trust Account Property in
          respect
          of any Trust Account will be promptly credited by the Securities Intermediary
          to
          the applicable account, and (C) all securities or other property underlying
          any
          Financial Assets credited to any Trust Account shall be registered in the
          name
          of the Securities Intermediary, endorsed to the Securities Intermediary
          or in
          blank or credited to another securities account maintained in the name
          of the
          Securities Intermediary and in no case will any Financial Asset credited
          to any
          Trust Account be registered in the name of the Issuer, payable to the order
          of
          the Issuer or specially endorsed to the Issuer, except to the extent the
          foregoing have been specially endorsed to the Securities Intermediary or
          in
          blank;


        
          
            
            

          

          
            97

            
              

            

          

          
            
            

          

        


         

        (d) The
          Securities Intermediary hereby agrees that each item of property (whether
          investment property, Financial Asset, security, instrument or cash) credited
          to
          any Trust Account shall be treated as a Financial Asset;

         

        (e) If
          at any
          time the Securities Intermediary shall receive an Entitlement Order from
          the
          Indenture Trustee directing transfer or redemption of any Financial Asset
          relating to any Trust Account, the Securities Intermediary shall comply
          with
          such Entitlement Order without further consent by the Issuer, the Securities
          Administrator or any other Person. If at any time the Indenture Trustee or
          the Securities Administrator on its behalf notifies the Securities Intermediary
          in writing that the Issuer has been terminated or the Indenture discharged
          in
          accordance herewith and with the Trust Agreement or the Indenture, as
          applicable, and the security interest granted pursuant to the Indenture
          has been
          released, then thereafter if the Securities Intermediary shall receive
          any order
          from the Issuer directing transfer or redemption of any Financial Asset
          relating
          to any Trust Account, the Securities Intermediary shall comply with such
          Entitlement Order without further consent by the Indenture Trustee or any
          other
          Person;

         

        (f) In
          the
          event that the Securities Intermediary has or subsequently obtains by agreement,
          operation of law or otherwise a security interest in any Trust Account
          or any
          Financial Asset credited thereto, the Securities Intermediary hereby agrees
          that
          such security interest shall be subordinate to the security interest of
          the
          Indenture Trustee. The Financial Assets credited to the Trust Accounts
          will not
          be subject to deduction, set-off, banker’s lien, or any other right in favor of
          any Person other than the Indenture Trustee (except that the Securities
          Intermediary may set-off the face amount of any checks which have been
          credited
          to any Trust Account but are subsequently returned unpaid because of uncollected
          or insufficient funds);

         

        (g) There
          are
          no other agreements entered into between the Securities Intermediary in
          such
          capacity and the Depositor or the Issuer with respect to any Trust Account.
          In
          the event of any conflict between this Agreement (or any provision of this
          Agreement) and any other agreement now existing or hereafter entered into,
          the
          terms of this Agreement shall prevail;

        

          (h) The
            rights and powers granted under the Indenture and herein to the Indenture
            Trustee and the Securities Administrator on behalf of the Indenture Trustee
            have
            been granted in order to perfect its security interest in the Trust Accounts
            and
            the Security Entitlements to the Financial Assets credited thereto, and
            are
            powers coupled with an interest and will neither be affected by the bankruptcy
            of the Issuer nor by the lapse of time. The obligations of the Securities
            Intermediary hereunder shall continue in effect until the security interest
            of
            the Indenture Trustee in the Trust Accounts, and in such Security Entitlements,
            has been terminated pursuant to the terms of this Agreement and the Securities
            Administrator on behalf of the Indenture Trustee has notified the Securities
            Intermediary of such termination in writing; and

        


        
          
            
            

          

          
            98

            
              

            

          

          
            
            

          

        


        
          (i) Notwithstanding
            anything else contained herein, the Issuer agrees that the Trust Accounts
            will
            be established only with the Securities Intermediary or another institution
            meeting the requirements of this Section, which by acceptance of its
            appointment
            as Securities Intermediary agrees substantially as follows: (1) it will
            comply
            with Entitlement Orders related to the Trust Accounts issued by the Indenture
            Trustee, as collateral agent, or the Securities Administrator acting
            on its
            behalf, without further consent by the Issuer; (2) until termination
            of the
            Issuer or discharge of the Indenture, it will not enter into any other
            agreement
            related to such accounts pursuant to which it agrees to comply with Entitlement
            Orders of any Person other than the Indenture Trustee, as collateral
            agent with
            respect to the Trust Accounts or the Securities Administrator acting
            on its
            behalf; and (3) all assets delivered or credited to it in connection
            with such
            Trust Accounts and all investments thereof will be promptly credited
            to the
            applicable account.

           

          (j) Notwithstanding
            the foregoing, the Issuer shall have the power to instruct the Indenture
            Trustee
            and the Securities Administrator, as applicable, to make withdrawals
            and
            distributions from the Trust Accounts for the purpose of permitting the
            Indenture Trustee and the Securities Administrator, as applicable, to
            carry out
            its duties under the Indenture.

           

          (k) The
            Issuer agrees to take or cause to be taken such further actions, to execute,
            deliver and file or cause to be executed, delivered and filed such further
            documents and instruments (including, without limitation, any financing
            statements under the Uniform Commercial Code or this Agreement) as may
            be
            necessary to perfect the interests created by this Section in favor of
            the
            Indenture Trustee and otherwise fully to effectuate the purposes, terms
            and
            conditions of this Section. The Issuer shall promptly execute and deliver
            to the
            Securities Administrator for filing any financing statements, amendments,
            continuation statements, assignments, certificates and other documents
            with
            respect to such interests and perform all such other acts as may be necessary
            in
            order to perfect or to maintain the perfection of the Indenture Trustee’s
            security interest in the Trust Account Property.
            

           

          In
            connection with the transactions contemplated by the Operative Agreements
            relating to the Trust Account Property, the Issuer authorizes the Securities
            Administrator on behalf of the Indenture Trustee, 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
            Section 5.09.

        

         

        None
          of
          the Securities Intermediary or any director, officer, employee or agent
          of the
          Securities Intermediary shall be under any liability to the Indenture Trustee
          or
          the Noteholders or any other person or for any action taken, or not taken,
          in
          good faith pursuant to this Agreement, or for errors in judgment; provided,
          however,
          that
          this provision shall not protect the Securities Intermediary against any
          liability to the Indenture Trustee, the Issuer or the Noteholders which
          would
          otherwise be imposed by reason of the Securities Intermediary’s willful
          misconduct, bad faith or negligence in the performance of its obligations
          or
          duties hereunder. The Securities Intermediary and any director, officer,
          employee or agent of the Securities Intermediary may rely in good faith
          on any
          document of any kind which, prima facie, is properly executed and submitted
          by
          any Person respecting any matters arising hereunder. The Securities Intermediary
          shall be under no duty to inquire into or investigate the validity, accuracy
          or
          content of such document. The Issuer shall indemnify the Securities Intermediary
          for and hold it harmless against any loss, liability or expense arising
          out of
          or in connection with this Agreement and carrying out its duties hereunder,
          including the costs and expenses of defending itself against any claim
          of
          liability, except in those cases where the Securities Intermediary has
          been
          guilty of bad faith, negligence or willful misconduct. The foregoing
          indemnification shall survive any termination of this Agreement or the
          resignation or removal of the Securities Intermediary.


        
          
            
            

          

          
            99

            
              

            

          

          
            
            

          

        


         

        The
          Securities Intermediary shall be entitled to all of the protections, immunities,
          benefits and indemnities afforded to the Indenture Trustee under Articles
          VII
          and VIII of the Indenture.

         

        ARTICLE
          V

         

        FLOW
          OF FUNDS

         

        SECTION
          5.01. Payments.

         

        (a) On
          each
          Payment Date, the Securities Administrator shall withdraw funds on deposit
          in
          the Note Payment Account to the extent of Available Funds for each Mortgage
          Loan
          Group for such Payment Date and, based on the Payment Date Statement, make
          the
          following disbursements and transfers in the following order of
          priority:

         

        (i)
          from
          the
          Available Funds for Mortgage Loan Group 1 and amounts received from the
          Group 1
          Yield Maintenance Agreement the following shall be paid on each Payment
          Date in
          the following order of priority to the Holders of the Class A-1 Notes:
          

         

        
          	 	
                  (A)

                	
                  the
                    Current Interest for such date; and

                


        

         

        
          	 	
                  (B)

                	
                  principal
                    in an amount up to the Senior Principal Distribution Amount for
                    Mortgage
                    Loan Group 1 for that Payment Date, until the Class Principal
                    Amount of
                    such Class is reduced to zero;

                


        

         

        (ii) from
          the
          Available Funds for Mortgage Loan Group 2 and amounts received under the
          Group 2
          Yield Maintenance Agreement the following shall be paid on each Payment
          Date in
          the following order of priority to the Holders of the Class A-2A Notes,
          Class
          A-2B Notes and Class A-2C Notes:

         

        
          	 	
                  (A)

                	
                  Current
                    Interest on such Classes, pro
                    rata
                    (based on the amount of Current Interest to which each such Class
                    is
                    entitled); and

                


        

         

        
          	 	
                  (B)

                	
                  principal
                    in an amount up to the Senior Principal Distribution Amount for
                    Mortgage
                    Loan Group 2 for that Payment Date, to the Holders of such Classes,
                    pro
                    rata,
                    in proportion to their respective Class Principal Amounts, until
                    the Class
                    Principal Amount of each such Class is reduced to
                    zero;

                


        

         

        



        
          
            
            

          

          
            100

            
              

            

          

          
            
            

          

        


         

        (iii) from
          the
          Available Funds for Mortgage Loan Group 3 and amounts received under the
          Group 3
          Yield Maintenance Agreement the following shall be paid on each Payment
          Date in
          the following order of priority to the Holders of the Class A-3A Notes
          and Class
          A-3B Notes:

         

        
          	 	
                  (A)

                	
                  Current
                    Interest on such Classes, pro
                    rata
                    (based on the amount of Current Interest to which each such Class
                    is
                    entitled); and

                


        

         

        
          	 	
                  (B)

                	
                  principal
                    in an amount up to the Senior Principal Distribution Amount for
                    Mortgage
                    Loan Group 3 for that Payment Date, to the Holders of such Classes,
                    pro
                    rata,
                    in proportion to their respective Class Principal Amounts, until
                    the Class
                    Principal Amount of each such Class is reduced to zero;
                    

                


        

         

        (iv) from
          amounts remaining after giving effect to the payments specified in subsections
          (i) through (iii) above, the following amounts shall be paid to the
          Securityholders in the following order of priority:

         

        
          	 	
                  (A)

                	
                  to
                    the Holders of the Class A-1, Class A-2A, Class A-2B, Class A-2C,
                    Class
                    A-3A and Class A-3B Notes, on a pro rata basis (based on the
                    Class A
                    Deferred Amounts to which each such Class is entitled), the Class
                    A
                    Deferred Amounts with respect to each such
                    Class;

                


        

         

        
          	 	
                  (B)

                	
                  to
                    the Holders of the Class A-X Notes, Current Interest for that
                    date;

                


        

         

        
          	 	
                  (C)

                	
                  to
                    the Holders of the Class B-1 Notes, Current Interest for that
                    date;

                


        

         

        
          	 	
                  (D)

                	
                  to
                    the Holders of the Class B-1 Notes, an amount allocable to principal
                    equal
                    to its Pro
                    Rata
                    Share for such Payment Date until the Class Principal Amount
                    of such Class
                    is reduced to zero;

                


        

         

        
          	 	
                  (E)

                	
                  to
                    the Holders of the Class B-2 Notes, Current Interest for that
                    date;

                


        

         

        
          	 	
                  (F)

                	
                  to
                    the Holders of the Class B-2 Notes, an amount allocable to principal
                    equal
                    to its Pro
                    Rata
                    Share for such Payment Date until the Class Principal Amount
                    of such Class
                    is reduced to zero;

                


        

         

        
          	 	
                  (G)

                	
                  to
                    the Holders of the Class B-3 Notes, Current Interest for that
                    date;

                


        


        
          
            
            

          

          
            101

            
              

            

          

          
            
            

          

        


         

        
          	 	
                  (H)

                	
                  to
                    the Holders of the Class B-3 Notes, an amount allocable to principal
                    equal
                    to its Pro
                    Rata
                    Share for such Payment Date until the Class Principal Amount
                    of such Class
                    is reduced to zero;

                


        

         

        
          	 	
                  (I)

                	
                  to
                    the Holders of the Class B-4 Notes, Current Interest for that
                    date;

                


        

         

        
          	 	
                  (J)

                	
                  to
                    the Holders of the Class B-4 Notes, an amount allocable to principal
                    equal
                    to its Pro
                    Rata
                    Share for such Payment Date until the Class Principal Amount
                    of such Class
                    is reduced to zero;

                


        

         

        
          	 	
                  (K)

                	
                  to
                    the Holders of the Class B-5 Notes Current Interest for that
                    date;

                


        

         

        
          	 	
                  (L)

                	
                  to
                    the Holders of the Class B-5 Notes, an amount allocable to principal
                    equal
                    to its Pro
                    Rata
                    Share for such Payment Date until the Class Principal Amount
                    of such Class
                    is reduced to zero;

                


        

         

        
          	 	
                  (M)

                	
                  to
                    the Holders of the Class B-6 Notes, Current Interest for that
                    date;

                


        

         

        
          	 	
                  (N)

                	
                  to
                    the Holders of the Class B-6 Notes, an amount allocable to principal
                    equal
                    to its Pro
                    Rata
                    Share for such Payment Date until the Class Principal Amount
                    of such Class
                    is reduced to zero; 

                


        

         

        
          	 	
                  (O)

                	
                  to
                    the Holders of the Class A-1, Class A-2A, Class A-2B, Class A-2C,
                    Class
                    A-3A and Class A-3B Notes, on a pro
                    rata
                    basis (based on the Class A Available Funds Cap Shortfalls to
                    which each
                    such Class is entitled), any Class A Available Funds Shortfalls
                    with
                    respect to each such Class; and

                


        

         

        
          	 	
                  (P)

                	
                  to
                    the Securities Administrator for deposit into the Certificate
                    Distribution
                    Account for distribution to Certificateholders in accordance
                    with the
                    Trust Agreement, any Available Funds then
                    remaining,

                


        

         

        (b) Amounts
          to be paid to the Holders of a Class of Notes shall be payable with respect
          to
          all Notes of that Class, pro
          rata,
          based
          on the Note Principal Amount or Note Notional Amount, as applicable, of
          each
          Note of that Class.

         

        (c) [Reserved].

         

        (d) [Reserved].

         

        (e) Notwithstanding
          the priority and allocation set forth in Section 5.01(a)(iv) above, if
          with
          respect to any Class of Subordinate Notes on any Payment Date the sum of
          the
          related Class Subordination Percentages of all Classes of Subordinate Notes
          which have a higher numerical Class designation than such Class (the
“Applicable
          Credit Support Percentage”)
          is
          less than the Original Applicable Credit Support Percentage for such Class,
          no
          payment of Principal Prepayments or Subsequent Recoveries will be made
          to any
          such Classes (the “Restricted
          Classes”)
          and
          the amount of such Principal Prepayment otherwise distributable to the
          Restricted Classes shall be distributed to the remaining Classes of Subordinate
          Notes, pro
          rata,
          based
          on the Class Principal Amounts of the respective Classes immediately prior
          to
          such Payment Date and shall be distributed in the sequential order provided
          in
          Section 5.01(a)(iv) above.


        
          
            
            

          

          
            102

            
              

            

          

          
            
            

          

        


         

        (f) (i)
          Notwithstanding the priority and allocation set forth in Section 5.01(a)(i)
          through (iv) above, on each Payment Date prior to the Senior Credit Support
          Depletion Date but after the date on which the aggregate Class Principal
          Amount
          of any Class of the Offered Notes related to a Mortgage Loan Group has
          been
          reduced to zero, if either (i) the Aggregate Subordinate Percentage on
          that
          Payment Date is less than 200% of the Aggregate Subordinate Percentage
          as of the
          Closing Date or (ii) the outstanding principal balance of all Mortgage
          Loans
          delinquent 60 days or more (including Mortgage Loans in foreclosure and
          REO
          Property) averaged over the prior six months, as a percentage of the aggregate
          Class Principal Amount of the Subordinate Notes, is greater than or equal
          to
          50%, 100% of the amounts payable to the Subordinate Notes (as provided
          under
          clauses (2) and (3) of the definition of Subordinate Principal Distribution
          Amount with respect to the Mortgage Loans in the Mortgage Loan Group related
          to
          such retired Class of Offered Notes) otherwise distributable to each Class
          of
          Subordinate Notes pursuant to Section 5.01(a)(iv), in reverse order of
          priority,
          shall instead be deposited into the Reserve Fund. Amounts on deposit in
          the
          Reserve Fund (including all net investment earnings from amounts invested
          in
          Permitted Investments) will be applied on future Payment Dates to make
          principal
          payments on the Offered Notes related to an Undercollateralized Group in
          the
          same amounts and manner described in subsection (f)(ii) of this Section
          5.01. If
          any amounts remain in the Reserve Fund after the Class Principal Amounts
          of the
          Offered Notes have been reduced to zero, such amounts shall be allocated
          to the
          Subordinate Notes in the same priorities that the Subordinate Principal
          Distribution Amount is distributed to such Classes pursuant to Section
          5.01(a)(iv) above; provided,
          however,
          if after
          making such payments, the aggregate Class Principal Amount of the Subordinate
          Notes exceeds the Pool Balance, the Class Principal Amount of the Subordinate
          Notes will be reduced by the amount of such excess in inverse order of
          priority
          (i.e.,
          beginning with the Class of Subordinate Notes then outstanding with the
          highest
          numerical Class designation) in
          accordance with Section 5.03(c).

         

        (ii) On
          any
          Payment Date on which any of the Group 1 Notes, Group 2 Notes or Group
          3 Notes
          constitutes an Undercollateralized Group (or Groups), all amounts otherwise
          distributable as principal on the Subordinate Notes, in reverse order of
          priority (or, following the Senior Credit Support Depletion Date, such
          other
          amounts described in the immediately following sentence), will be paid
          as
          principal to the Offered Notes of such Undercollateralized Group pursuant
          to
          Section 5.01(a) first,
          up to
          the Principal Deficiency Amount for the Undercollateralized Group (such
          distribution, an “Undercollateralization
          Payment”)
          and
second,
          to pay
          to the Subordinate Notes and the Ownership Certificates in the same order
          and
          priority as provided in Section 5.01(a)(iv). In the event that any of the
          Group
          1 Notes, Group 2 Notes or Group 3 Notes constitutes an Undercollateralized
          Group
          (or Groups) on any Payment Date following the Senior Credit Support Depletion
          Date, an Undercollateralization Payment will be made from the excess of
          the
          Available Funds from the Overcollateralized Group (or Groups) remaining
          after
          all required amounts have been paid to the related Class or Classes of
          Offered
          Notes of such Overcollateralized Group. In the event there are two
          Undercollateralized Groups, any amounts paid from the Overcollateralized
          Group
          will be allocated in proportion to the amount of Undercollateralization
          for each
          such Undercollateralized Group. All such payments shall be made in accordance
          with the priorities set forth in Section 5.01(a) above.


        
          
            
            

          

          
            103

            
              

            

          

          
            
            

          

        


         

        (g) 
          [Reserved]

         

        (h) [Reserved].

         

        SECTION
          5.02. [Reserved].
          

         

        SECTION
          5.03. Allocation
          of Realized Losses.

         

        (a) On
          or
          prior to each Determination Date, the Securities Administrator shall aggregate
          the loan-level information provided by the Master Servicer with respect
          to the
          total amount of Realized Losses, if any, with respect to the Mortgage Loans
          in
          each Mortgage Loan Group for the related Payment Date and include such
          information in the Payment Date Statement.

         

        (b) Realized
          Losses with respect to each Mortgage Loan Group shall be allocated on any
          Payment Date as follows:

         

        first,
          to the
          Subordinate Notes in reverse order of their respective numerical Class
          designations (beginning with the Class of Subordinate Notes with the highest
          numerical Class designation) until the Class Principal Amount of each such
          Class
          is reduced to zero; and

         

        second,
          but only
          to the extent that any Realized Losses remaining after the allocations
          in clause
first
          exceeds
          amounts then on deposit in the Reserve Fund for such Payment Date;

         

        (A) with
          respect to Mortgage Loan Group 1, to the Class A-1 Notes, until the Class
          Principal Amount of such Class is reduced to zero; 

         

        (B) with
          respect to Mortgage Loan Group 2, to the Class A-2A, Class A-2B and Class
          A-2C
          Notes, pro
          rata, until
          the
          Class Principal Amount of each such Class is reduced to zero; provided,
          however,
          the
          amount of any Realized Losses to be so allocated to the Class A-2B Notes
          shall
          instead be allocated to the Class A-2C Notes until the Class Principal
          Amount of
          the Class A-2C Notes has been reduced to zero; and


        
          
            
            

          

          
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        (C) with
          respect to Mortgage Loan Group 3, to the Class A-3A and Class A-3B Notes,
          pro
          rata, until
          the
          Class Principal Amount of each such Class is reduced to zero; provided,
          however,
          the
          amount of any Realized Losses to be so allocated to the Class A-3A Notes,
          shall
          instead be allocated to the Class A-3B Notes until the Class A-3B Notes
          has been
          reduced to zero.

         

        (c) The
          Class
          Principal Amount of the Class of Subordinate Notes then outstanding with
          the
          highest numerical Class designation shall be reduced on each Payment Date
          by the
          amount, if any, by which the aggregate of the Class Principal Amounts of
          all
          outstanding Classes of Notes (after giving effect to the payments of principal
          and the allocation of Realized Losses on such Payment Date) exceeds the
          aggregate of the sum of (i) the Scheduled Principal Balances of all the
          Mortgage
          Loans for the following Payment Date and (ii) amounts then on deposit in
          the
          Reserve Fund.

         

        (d) Any
          Realized Loss allocated to a Class of Notes or any reduction in the Class
          Principal Amount of a Class of Notes pursuant to Section 5.03(b) or (c)
          shall be
          allocated among the Notes of such Class, pro
          rata,
          in
          proportion to their respective Note Principal Amounts.

         

        (e) Any
          allocation of Realized Losses to a Note or any reduction in the Note Principal
          Amount of a Note pursuant to Section 5.03(b) or (c) shall be accomplished
          by
          reducing the Note Principal Amount thereof immediately following the payments
          made on the related Payment Date in accordance with the definition of “Note
          Principal Amount.”

         

        SECTION
          5.04. Statements. 

         

        (a) Two
          Business Days prior to the Auction Payment Date, the Securities Administrator
          shall make available to the Auction Administrator, and concurrently with
          each
          payment to Noteholders, the Securities Administrator shall make available
          to
          each Noteholder, the Seller, the Initial Seller, the Master Servicer, the
          Indenture Trustee, the Yield Maintenance Counterparty and the Rating Agencies,
          a
          statement based, as applicable, on loan-level information provided to it
          by the
          Master Servicer and the Servicers (the “Payment
          Date Statement”)
          as to
          the payments to be made or made, as applicable, on such Payment Date.
          Information in the Payment Date Statement relating to or based on amounts
          to be
          received under the Yield Maintenance Agreements shall be based on information
          provided by the Yield Maintenance Counterparty regarding any Yield Maintenance
          Amounts required to be paid by the Yield Maintenance Counterparty for the
          related Payment Date pursuant to the Yield Maintenance Agreements. The
          Payment
          Date Statement shall include the following:

         

        (i) the
          amount of the payment made on such Payment Date to the Holders of each
          Class of
          Notes allocable to principal;

         

        (ii) the
          amount of the payment made on such Payment Date to the Holders of each
          Class of
          Notes allocable to interest;


        
          
            
            

          

          
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        (iii) the
          Senior Percentage, Senior Prepayment Percentage, Subordinate Percentage
          and
          Subordinate Prepayment Percentage with respect to each Mortgage Loan Group
          for
          the following Payment Date;

         

        (iv) the
          aggregate amount of servicing compensation received by each Servicer during
          the
          related Due Period;

         

        (v) the
          aggregate amount of Advances for the related Due Period and the amount
          of
          unreimbursed Advances;

         

        (vi) each
          Mortgage Loan Group Balance and related Available Funds Cap for each Mortgage
          Loan Group at the Close of Business at the end of the related Due
          Period;

         

        (vii) the
          aggregate Principal Balance of the 1-Year CMT Indexed Mortgage Loans at
          the
          Close of Business at the end of the related Due Period;

         

        (viii) the
          aggregate Principal Balance of the 6-Month LIBOR Indexed, 1-Month LIBOR
          Indexed
          and 1-Year LIBOR Indexed Mortgage Loans at the Close of Business at the
          end of
          the related Due Period;

         

        (ix) the
          amount of the Master Servicer Fees paid to or retained by the Master
          Servicer;

         

        (x) the
          aggregate amount of Servicer Fees paid to or retained by the
          Servicers;

         

        (xi) the
          amount of fees, expenses or indemnification amounts paid by the Issuer
          with an
          identification of the general purpose of such amounts and the party receiving
          such amounts;

         

        (xii) for
          each
          Mortgage Loan Group, the number, weighted average remaining term to maturity,
          weighted average life and weighted average Mortgage Rate of the related
          Mortgage
          Loans as of the related Due Date;

         

        (xiii) the
          number and aggregate unpaid principal balance of Mortgage Loans, in the
          aggregate and for each Mortgage Loan Group, using the “MBA” method (a) 30
          to 59 days Delinquent, (b) 60 to 89 days Delinquent, (c) 90 or more days
          Delinquent, (d) as to which foreclosure proceedings have been commenced
          and (e)
          in bankruptcy, in each case as of the close of business on the last day
          of the
          preceding calendar month;

         

        (xiv) the
          rolling six-month delinquency rate for that Payment Date;

         

        (xv) the
          total
          number and cumulative principal balance of all REO Properties in each Mortgage
          Loan Group as of the Close of Business of the last day of the preceding
          Due
          Period;


        
          
            
            

          

          
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        (xvi) the
          aggregate amount of Principal Prepayments and Prepayment Penalty Amounts
          with
          respect to each Mortgage Loan Group made during the related Prepayment
          Period;

         

        (xvii) the
          aggregate amount of Realized Losses for each Mortgage Loan Group and Subsequent
          Recoveries incurred during the related Due Period and the cumulative amount
          of
          Realized Losses and Subsequent Recoveries as of such Payment Date;

         

        (xviii) the
          cumulative amount of Realized Losses for each Mortgage Loan Group;

         

        (xix) the
          Realized Losses and Subsequent Recoveries, if any, allocated to each Class
          of
          Notes on the related Payment Date;

         

        (xx) the
          Class
          Principal Amount of each Class of Notes after giving effect to any distributions
          made thereon, on such Payment Date;

         

        (xxi) the
          Current Interest in respect of each Class of Notes, for such Payment Date
          and
          the respective portions thereof, if any, remaining unpaid following the
          payments
          made in respect of such Notes on such Payment Date;

         

        (xxii) the
          Available Funds with respect to each Mortgage Loan Group;

         

        (xxiii) the
          Note
          Interest Rate for each Class of Notes for such Payment Date and the level
          of
          One-Month LIBOR or One-Year LIBOR, as applicable, used to determine the
          applicable Interest Rate; 

         

        (xxiv) the
          aggregate Principal Balance of Mortgage Loans purchased hereunder by the
          Initial
          Seller, the Seller or TMI during the related Due Period, and indicating
          the
          relevant section of the related Servicing Agreement, or the Section of
          this
          Agreement, as applicable, requiring or allowing the purchase of each such
          Mortgage Loan; 

         

        (xxv) the
          amount of any Principal Deficiency Amounts or Accrued Interest Amounts
          paid to
          an Undercollateralized Group or amounts paid pursuant to Section
          5.01(f)(i);

         

        (xxvi) (A)
          the
          amounts paid to each Class of Offered Notes from Yield Maintenance Amounts
          received from the Yield Maintenance Counterparty for such period, expressed
          as a
          per annum rate and as a dollar amount and (B) the Yield Maintenance Amount
          and
          applicable Strike Rate for each Yield Maintenance Agreement for such Payment
          Date; 

         

        (xxvii) on
          the
          Auction Payment Date, the Par Price (as defined in the Auction Administration
          Agreement) for each Class of Auction Notes as reported to the Master Servicer
          by
          the Securities Administrator; and

         

        (xxviii) the
          total
          number of Mortgage Loans in the aggregate and the aggregate Scheduled Principal
          Balance in the aggregate and separately for the Group 1 Mortgage Loans
          (also
          separately stating such information for the Three-Year Hybrid Mortgage
          Loans and
          the Five-Year Hybrid Mortgage Loans), the Group 2 Mortgage Loans and the
          Group 3
          Mortgage Loans, in each case at the close of business at the end of the
          related
          Due Period.


        
          
            
            

          

          
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        The
          Securities Administrator will make the Payment Date Statement (and, at
          its
          option, any additional files containing the same information in an alternative
          format) available each month to Securityholders and the other parties to
          this
          Agreement 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 (301) 815-6600. Parties that are unable
          to use the above distribution option 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
          reports are distributed in order to make such distribution more convenient
          and/or more accessible to the parties, and the Securities Administrator
          shall
          provide timely and adequate notification to all parties regarding any such
          change.

         

        In
          the
          case of information furnished pursuant to subclauses (i) and (ii) above,
          the
          amounts shall be expressed in a separate section of the report as a dollar
          amount for each Class for each $1,000 original dollar amount as of the
          Cut-Off
          Date.

         

        (b) Within
          a
          reasonable period of time after the end of each calendar year, the Securities
          Administrator shall, upon written request, furnish to each Person who at
          any
          time during the calendar year was a Noteholder, if requested in writing
          by such
          Person, such information as is reasonably necessary to provide to such
          Person a
          statement containing the information set forth in subclauses (i), (ii)
          and (iv)
          above, aggregated for such calendar year or applicable portion thereof
          during
          which such Person was a Noteholder and such other customary information
          which a
          Securityholder reasonably requests to prepare its tax returns. Such obligation
          of the Securities Administrator shall be deemed to have been satisfied
          to the
          extent that substantially comparable information shall be prepared and
          furnished
          by the Securities Administrator to Securityholders pursuant to any requirements
          of the Code as are in force from time to time.

         

        (c) On
          each
          Payment Date, the Securities Administrator shall supply an electronic tape
          to
          Bloomberg Financial Markets, Inc. in a format acceptable to Bloomberg Financial
          Markets, Inc. on a monthly basis, and shall supply an electronic tape to
          Loan
          Performance and Intex Solutions in a format acceptable to Loan Performance
          and
          Intex Solutions on a monthly basis.

         

        SECTION
          5.05. Remittance
          Reports; Advances. 

         

        (a) No
          later
          than the second Business Day following each Determination Date, the Master
          Servicer shall deliver to the Securities Administrator by telecopy or electronic
          mail (or by such other means as the Master Servicer and the Securities
          Administrator may agree from time to time) the Remittance Report with respect
          to
          the related Payment Date. Not later than the Close of Business New York
          time
          three Business Days prior to the related Payment Date, the Master Servicer
          shall
          deliver or cause to be delivered to the Securities Administrator in addition
          to
          the information provided on the Remittance Report, such other loan-level
          information reasonably available to it with respect to the Mortgage Loans
          as the
          Securities Administrator may reasonably require to perform the calculations
          necessary to make the payments contemplated by Section 5.01. 


        
          
            
            

          

          
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        (b) If
          the
          Monthly Payment on a Mortgage Loan that was due on a related Due Date and
          is
          delinquent, other than as a result of application of the Relief Act or
          similar
          state or local law, and for which the related Servicer was required to
          make an
          advance pursuant to the related Servicing Agreement exceeds the amount
          deposited
          in the Collection Account which will be used for an advance with respect
          to such
          Mortgage Loan, the Master Servicer will deposit in the Collection Account
          not
          later than the Business Day immediately preceding the related Payment Date
          an
          amount equal to such deficiency, net of the Servicing Fee and the Master
          Servicing Fee, for such Mortgage Loan except to the extent the Master Servicer
          determines any such Advance to be Nonrecoverable from Liquidation Proceeds,
          Insurance Proceeds or future payments on the Mortgage Loan for which such
          Advance was made. Subject to the foregoing, the Master Servicer shall continue
          to make such Advances through the date that the related Servicer is required
          to
          do so under its Servicing Agreement. If applicable, on the Business Day
          immediately preceding the related Payment Date, the Master Servicer shall
          present an Officer’s Certificate to the Securities Administrator and the
          Indenture Trustee (i) stating that the Master Servicer elects not to make
          a
          Advance in a stated amount and (ii) detailing the reason it deems the advance
          to
          be Nonrecoverable.

         

        SECTION
          5.06. Compensating
          Interest Payments.

         

        The
          amount of the Master Servicing Fee payable to the Master Servicer in respect
          of
          any Payment Date shall be reduced (but not below zero) by the amount of
          any
          Compensating Interest Payment for such Payment Date, but only to the extent
          that
          Interest Shortfalls relating to such Payment Date are required to be paid
          but
          are not actually paid by the related Servicers on the applicable Servicer
          Remittance Date. Such amount shall not be treated as an Advance and shall
          not be
          reimbursable to the Master Servicer.

         

        SECTION
          5.07. [Reserved].

         

        SECTION
          5.08. [Reserved].

         

        SECTION
          5.09. Yield
          Maintenance Accounts.

         

        (a) The
          Securities Administrator is hereby directed by the Depositor to execute
          and
          deliver the Yield Maintenance Agreements on behalf of the Issuer, for the
          benefit of the Class A-1 Notes (the “Group
          1 Yield Maintenance Agreement”),
          and
          the Class A-2A, Class A-2B, Class A-2C (the “Group
          2 Yield Maintenance Agreement”)
          and
          for the benefit of the Class A-3A and Class A-3B Notes (the Group
          3 Yield Maintenance Agreement”),
          in
          the forms presented to it by the Depositor and shall have no responsibility
          for
          the contents, adequacy or sufficiency of the Yield Maintenance Agreements,
          including, without limitation, the representations and warranties contained
          therein. Each Holder of an Offered Note is deemed, by acceptance of such
          Note,
          to authorize the Securities Administrator to execute and deliver the Yield
          Maintenance Agreements.


        
          
            
            

          

          
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        (b) Pursuant
          to each Yield Maintenance Agreement, the Yield Maintenance Counterparty
          shall
          have provided the Securities Administrator, the Indenture Trustee and the
          Master
          Servicer with notice of the Yield Maintenance Amount, if any, to be paid
          by the
          Yield Maintenance Counterparty to the Securities Administrator for the
          account
          of the Issuer pursuant to such Yield Maintenance Agreement for each Payment
          Date. Any Yield Maintenance Amount received by the Securities Administrator
          pursuant to any Yield Maintenance Agreement in connection with each such
          Payment
          Date shall be deposited into the Note Payment Account and shall be applied
          on
          each Payment Date, together with Available Funds for such date with respect
          to
          each Mortgage Loan Group, in accordance with the priorities set forth in
          Section
          5.01(a).

         

        SECTION
          5.10. Recoveries.

         

        (a) The
          Class
          Principal Amount of any Class of Notes to which a Realized Loss has been
          allocated (including any such Class for which the related Class Principal
          Amount
          has been reduced to zero) will be increased up to the amount of Subsequent
          Recoveries for such Payment Date as follows:

         

        (i) first,
          to
          increase the Class Principal Amount of each such Class of Offered Notes
          of the
          related Mortgage Loan Group, up to the amount of Realized Losses previously
          allocated to reduce the Class Principal Amount for each such Class,
          and

         

        (ii) second,
          to
          increase the Class Principal Amount of each such Class of Subordinate Notes,
          in
          order of seniority, up to the amount of Realized Losses previously allocated
          to
          reduce the Class Principal Amount for each such Class.

         

        (b) Any
          increase to the Class Principal Amount of a Class of Notes shall increase
          the
          Note Principal Amount of each Note of the related Class pro
          rata
          in
          accordance with the applicable Percentage Interest.


        
          
            
            

          

          
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        ARTICLE
          VI

         

        [Reserved]

         

        ARTICLE
          VII

         

        DEFAULT

         

        SECTION
          7.01. Event
          of Default. 

         

        (a) If
          any
          one of the following events (each, an “Event
          of Default”)
          shall
          occur and be continuing: 

         

        (i) the
          failure by the Master Servicer to (A) make any Advance on the Business
          Day
          immediately preceding the related Payment Date or (B) to deposit in the
          Collection Account any deposit required to be made under the terms of this
          Agreement, and in either case such failure continues unremedied for a period
          of
          three Business Days after the date upon which written notice of such failure,
          requiring the same to be remedied, shall have been given to the Master
          Servicer
          (or, if applicable, such shorter time period as is provided in the penultimate
          sentence of Section 7.01(c)); or

         

        (ii) the
          failure by the Master Servicer duly to observe or perform, in any material
          respect, any other covenants, obligations or agreements of the Master Servicer
          as set forth in this Agreement, which failure continues unremedied for
          a period
          of 60 days, in each case after the date (A) on which written notice of
          such
          failure, requiring the same to be remedied, shall have been given to the
          Master
          Servicer by the Indenture Trustee or to the Master Servicer and the Indenture
          Trustee by Noteholders evidencing at least 25% of the Voting Rights or
          (B) on
          which a Servicing Officer of the Master Servicer has actual knowledge of
          such
          failure (or, in the case of a breach of its obligation beyond any applicable
          cure period to provide an assessment of compliance, an attestation report
          or a
          Sarbanes-Oxley Certification pursuant to Sections 3.16 and 3.18, respectively);
          or

         

        (iii) the
          entry
          against the Master Servicer of a decree or order by a court or agency or
          supervisory authority having jurisdiction in the premises for the appointment
          of
          a trustee, conservator, receiver or liquidator in any insolvency,
          conservatorship, receivership, readjustment of debt, marshalling of assets
          and
          liabilities or similar proceedings, or for the winding up or liquidation
          of its
          affairs, and the continuance of any such decree or order unstayed and in
          effect
          for a period of 60 days; or 

         

        (iv) the
          Master Servicer shall voluntarily go into liquidation, consent to the
          appointment of a conservator or receiver or liquidator or similar person
          in any
          insolvency, readjustment of debt, marshalling of assets and liabilities
          or
          similar proceedings of or relating to the Master Servicer or of or relating
          to
          all or substantially all of its property; or a decree or order of a court
          or
          agency or supervisory authority having jurisdiction in the premises for
          the
          appointment of a conservator, receiver, liquidator or similar person 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, unbonded or unstayed for a period
          of 60
          days; or 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;


        
          
            
            

          

          
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        (b) then,
          and
          in each and every such case, so long as an Event of Default shall not have
          been
          remedied within the applicable grace period, the Indenture Trustee shall,
          at the
          written direction of the Majority Securityholders, or at its option may,
          with
          the consent of Thornburg (not to be unreasonably withheld), by notice then
          given
          in writing to the Master Servicer, terminate all of the rights and obligations
          of the Master Servicer as master servicer under this Agreement. Any such
          notice
          to the Master Servicer shall also be given to each Rating Agency, the Depositor,
          the Owner Trustee and the Sellers. On or after the receipt by the Master
          Servicer (and by the Indenture Trustee if such notice is given by the Holders)
          of such written notice, all authority and power of the Master Servicer
          under
          this Agreement, whether with respect to the Notes or the Mortgage Loans
          or
          otherwise, shall pass to and be vested in the Indenture Trustee and the
          Indenture Trustee is hereby authorized and empowered to execute and deliver,
          on
          behalf of the 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 of each Mortgage
          Loan and related documents or otherwise. The Master Servicer agrees to
          cooperate
          with the Indenture Trustee in effecting the termination of the responsibilities
          and rights of the Master Servicer hereunder, including, without limitation,
          the
          delivery to the Indenture Trustee of all documents and records requested
          by it
          to enable it to assume the Master Servicer's functions under this Agreement
          within ten Business Days subsequent to such notice and the transfer within
          one
          Business Day subsequent to such notice to the Indenture Trustee for the
          administration by it of all cash amounts that shall at the time be held
          by the
          Master Servicer and to be deposited by it in the Collection Account, any
          REO
          Account or any Servicing Account or that have been deposited by the Master
          Servicer in such accounts or thereafter received by the Master Servicer
          with
          respect to the Mortgage Loans or any REO Property received by the Master
          Servicer. All reasonable costs and expenses (including attorneys’ fees) incurred
          in connection with transferring the Master Servicer’s duties and the Mortgage
          Files to the successor Master Servicer and amending this Agreement to reflect
          such succession as Master Servicer pursuant to this Section shall be paid
          by the
          predecessor Master Servicer (or if the predecessor Master Servicer is the
          Indenture Trustee, the initial Master Servicer) upon presentation of reasonable
          documentation of such costs and expenses. The termination of the rights
          and
          obligations of the Master Servicer shall not affect any liability it may
          have
          incurred prior to such termination. To the extent that such costs and expenses
          of the Indenture Trustee are not fully and timely reimbursed by the predecessor
          Master Servicer, the Indenture Trustee shall be entitled to reimbursement
          of
          such costs and expenses from the Collection Account.

         

        (c) The
          Securities Administrator shall not later than the close of business on
          the
          Business Day immediately preceding the related Payment Date notify the
          Indenture
          Trustee in writing of the Master Servicer’s failure to make any Advance required
          to be made under this Agreement on such date and the amount of such Advance.
          By
          no later than 10:00 A.M. (Chicago time) on the relevant Payment Date, the
          Securities Administrator shall notify the Indenture Trustee of the continuance
          of such failure or that the Master Servicer has made the Advance, as the
          case
          may be. Notwithstanding the terms of the Event of Default described in
          clause
          (i)(A) of Section 7.01(a), the Indenture Trustee, upon receipt of written
          notice
          on the Payment Date from the Securities Administrator of the continuance
          of the
          failure of the Master Servicer to make an Advance, shall, by notice in
          writing
          to the Master Servicer, which may be delivered by telecopy, immediately
          suspend
          all of the rights and obligations of the Master Servicer thereafter arising
          under this Agreement, but without prejudice to any rights it may have as
          a
          Securityholder or to reimbursement of outstanding Advances or other amounts
          for
          which the Master Servicer was entitled to reimbursement as of the date
          of
          suspension, and the Indenture Trustee, subject to the cure provided for
          in this
          paragraph, if available, shall act as provided in Section 7.02 to carry
          out the
          duties of the Master Servicer, including the obligation to make any Advance
          the
          nonpayment of which is described in clause (i)(A) of Section 7.01(a). Any
          such
          action taken by the Indenture Trustee must be prior to the payment on the
          relevant Payment Date, and shall have all of the rights incidental thereto.
          If
          the Master Servicer shall within two Business Days following such suspension
          remit to the Indenture Trustee the amount of any Advance the nonpayment
          of which
          by the Master Servicer is described in clause (i)(A) of Section 7.01(a),
          together with all other amounts necessary to reimburse the Indenture Trustee
          for
          actual, necessary and reasonable costs incurred by the Indenture Trustee
          because
          of action taken pursuant to this subsection (including interest on any
          Advance
          or other amounts paid by the Indenture Trustee (from and including the
          respective dates thereof) at a per annum rate equal to the prime rate for
          U.S.
          money center commercial banks as published in the Wall Street Journal),
          then the
          Indenture Trustee, subject to the last two sentences of this paragraph,
          shall
          permit the Master Servicer to resume its rights and obligations as Master
          Servicer hereunder. If the Master Servicer shall fail to remit such amounts
          to
          the Indenture Trustee within such two Business Days after the Payment Date,
          then
          an Event of Default shall occur and such notice of suspension shall be
          deemed to
          be a notice of termination without any further action on the part of the
          Indenture Trustee. The Master Servicer agrees that if it fails to make
          a
          required Advance by 10:00 A.M. (Chicago time) on the related Payment Date
          on
          more than two occasions in any 12 month period, the Indenture Trustee shall
          be
          under no obligation to permit the Master Servicer to resume its rights
          and
          obligations as Master Servicer hereunder, and notwithstanding the cure
          period
          provided in Section 7.01(a)(i)(A), an Event of Default shall be deemed
          to have
          occurred on the relevant Payment Date. 


        
          
            
            

          

          
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        SECTION
          7.02. Indenture
          Trustee to Act.

         

        (a) From
          and
          after the date the Master Servicer (and the Indenture Trustee, if notice
          is sent
          by the Holders) receives a notice of termination pursuant to Section 7.01,
          the
          Indenture Trustee shall be the successor in all respects to the Master
          Servicer
          in its capacity as master servicer under this Agreement and the transactions
          set
          forth or provided for herein and shall be subject to all the responsibilities,
          duties and liabilities relating thereto placed on the Master Servicer by
          the
          terms and provisions hereof arising on and after its succession. As compensation
          therefor, the Indenture Trustee shall be entitled to such compensation
          as the
          Master Servicer would have been entitled to hereunder if no such notice
          of
          termination had been given. Notwithstanding the above, (i) if the Indenture
          Trustee is unwilling to act as successor Master Servicer or (ii) if the
          Indenture Trustee is legally unable so to act, subject to the rights of
          Thornburg under Section 3.33 hereof, the Indenture Trustee shall appoint
          or
          petition a court of competent jurisdiction to appoint, any established
          housing
          and home finance institution, bank or other mortgage loan or home equity
          loan
          servicer having a net worth of not less than $15,000,000 as the successor
          to the
          Master Servicer hereunder in the assumption of all or any part of the
          responsibilities, duties or liabilities of the Master Servicer hereunder;
          provided, that the appointment of any such successor Master Servicer shall
          not
          result in the qualification, reduction or withdrawal of the ratings assigned
          to
          the Notes by each Rating Agency as evidenced by a letter to such effect
          from
          each Rating Agency. Pending appointment of a successor to the Master Servicer
          hereunder, unless the Indenture Trustee is prohibited by law from so acting,
          the
          Indenture Trustee shall act in such capacity as hereinabove provided. In
          connection with such appointment and assumption, the successor shall be
          entitled
          to receive compensation out of payments on Mortgage Loans in an amount
          equal to
          the compensation which the Master Servicer would otherwise have received
          pursuant to Section 3.19. The appointment of a successor Master Servicer
          shall
          not affect any liability of the predecessor Master Servicer which may have
          arisen under this Agreement prior to its termination as Master Servicer
          to pay
          any deductible under an insurance policy pursuant to Section 3.14 or to
          indemnify the Indenture Trustee pursuant to Section 8.05, nor shall any
          successor Master Servicer be liable for any acts or omissions of the predecessor
          Master Servicer or for any breach by such Master Servicer of any of its
          representations or warranties contained herein or in any related document
          or
          agreement. The Indenture Trustee and such successor shall take such action,
          consistent with this Agreement, as shall be necessary to effectuate any
          such
          succession.


        
          
            
            

          

          
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        (b) Any
          successor, including the Indenture Trustee, to the Master Servicer as Master
          Servicer shall during the term of its service as Master Servicer continue
          to
          service and administer the Mortgage Loans for the benefit of Securityholders,
          and maintain in force a policy or policies of insurance covering errors
          and
          omissions in the performance of its obligations as Master Servicer hereunder
          and
          a Fidelity Bond in respect of its officers, employees and agents to the
          same
          extent as the Master Servicer is so required pursuant to Section
          3.04.

         

        (c) Notwithstanding
          anything else herein to the contrary, in no event shall the Indenture Trustee
          be
          liable for any servicing fee or for any differential in the amount of the
          servicing fee paid hereunder and the amount necessary to induce any successor
          Master Servicer to act as successor Master Servicer under this Agreement
          and the
          transactions set forth or provided for herein.

         

        SECTION
          7.03. Waiver
          of Event of Default.

         

        The
          Majority Securityholders may, on behalf of all Securityholders, by notice
          in
          writing to the Indenture Trustee, direct the Indenture Trustee to waive
          any
          events permitting removal of any Master Servicer under this Agreement,
          provided,
          however,
          that
          the Majority Securityholders may not waive an event that results in a failure
          to
          make any required payment on a Note without the consent of the Holder of
          such
          Note. Upon any waiver of an Event of Default, such event 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 event or impair any right consequent thereto except
          to the
          extent expressly so waived. Notice of any such waiver shall be given by
          the
          Indenture Trustee to each Rating Agency.


        
          
            
            

          

          
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        SECTION
          7.04. Notification
          to Securityholders.

         

        (a) Upon
          any
          termination or appointment of a successor to any Master Servicer pursuant
          to
          this Article VII or Section 3.34, the Note Registrar or the Indenture Trustee,
          if the Master Servicer is also the Note Registrar and Securities Administrator,
          shall give prompt written notice thereof to the Noteholders at their respective
          addresses appearing in the Note Register and to each Rating Agency.

         

        (b) No
          later
          than 60 days after the occurrence of any event which constitutes or which,
          with
          notice or a lapse of time or both, would constitute an Event of Default
          of which
          a Responsible Officer of the Indenture Trustee becomes aware of the occurrence
          of such an event, the Indenture Trustee shall transmit by mail to all
          Noteholders notice of such occurrence unless such Event of Default shall
          have
          been waived or cured.

         

        SECTION
          7.05. Action
          Upon Master Servicer Event of Default.

         

        If
          an
          Event of Default has occurred (which has not been cured or waived) of which
          a
          Responsible Officer has actual knowledge, the Indenture Trustee shall exercise
          such of the rights and powers vested in it by this Agreement, and use the
          same
          degree of care and skill in their exercise, as a prudent man would exercise
          or
          use under the circumstances in the conduct of his own affairs, unless the
          Indenture Trustee is acting as successor Master Servicer, in which case
          it shall
          use the same degree of care and skill as the Master Servicer hereunder
          with
          respect to the exercise of the rights and powers of the Master Servicer
          hereunder; provided,
          however,
          the
          Indenture Trustee shall not be charged with knowledge of any Event of Default
          or
          any other event or matter that may require it to take action or omit to
          take
          action hereunder unless a Responsible Officer of the Indenture Trustee
          at the
          Corporate Trust Office obtains actual knowledge of such failure or the
          Indenture
          Trustee receives written notice of such Event of Default.

         

        SECTION
          7.06. Additional
          Remedies of Indenture Trustee Upon Event of Default.

         

        In
          case
          an Event of Default or a default by the Depositor hereunder shall occur
          and be
          continuing, the Indenture Trustee may proceed to protect and enforce its
          rights
          and the rights of the Noteholders under this Agreement, as the case may
          be, by a
          suit, action or proceeding in equity or at law or otherwise, whether for
          the
          specific performance of any covenant or agreement contained in this Agreement
          or
          in aid of the execution of any power granted in this Agreement or for the
          enforcement of any other legal, equitable or other remedy, as the Indenture
          Trustee, being advised by counsel, and subject to the foregoing, shall
          deem most
          effectual to protect and enforce any of the rights of the Indenture Trustee
          and
          the Noteholders.

         

        



        
          
            
            

          

          
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        ARTICLE
          VIII

         

        THE
          INDENTURE TRUSTEE AND THE SECURITIES ADMINISTRATOR

         

        SECTION
          8.01. Duties
          of Indenture Trustee and Securities Administrator.

         

        The
          Indenture Trustee and the Securities Administrator, upon receipt of all
          resolutions, certificates, statements, opinions, reports, documents, orders
          or
          other instruments furnished to the Indenture Trustee and the Securities
          Administrator, which are specifically required to be furnished pursuant
          to any
          provision of this Agreement, shall examine them to determine whether they
          conform to the requirements of this Agreement; provided,
          however,
          that
          neither the Indenture Trustee nor the Securities Administrator will be
          responsible for the accuracy or content of any such resolutions, certificates,
          statements, opinions, reports, documents or other instruments. If any such
          instrument is found not to conform to the requirements of this Agreement
          in a
          material manner the Indenture Trustee and the Securities Administrator
          shall
          take such action as it deems appropriate to have the instrument
          corrected.

         

        On
          each
          Payment Date, the Securities Administrator shall make monthly payments
          to the
          Noteholders from funds in the Note Payment Account and to the Certificateholders
          from funds in the Certificate Distribution Account, in each case as provided
          in
          Sections 5.01, 5.09 and 10.01 hereof based on the report of the Securities
          Administrator.

         

        No
          provision of this Agreement shall be construed to relieve the Indenture
          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) prior
          to
          the occurrence of an Event of Default, and after the curing of all such
          Events
          of Default which may have occurred, the duties and obligations of the Indenture
          Trustee and the Securities Administrator shall be determined solely by
          the
          express provisions of this Agreement and the Indenture, in the case of
          the
          Indenture Trustee, and this Agreement, the Indenture, the Trust Agreement
          and
          the Administration Agreement, in the case of the Securities Administrator,
          neither the Indenture Trustee nor the Securities Administrator shall be
          liable
          except for the performance of such of its duties and obligations as are
          specifically set forth in this those agreements, no implied covenants or
          obligations shall be read into such agreements against the Indenture Trustee
          or
          the Securities Administrator and, in the absence of bad faith on the part
          of the
          Indenture Trustee or the Securities Administrator, respectively, the Indenture
          Trustee or the Securities Administrator 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 Indenture Trustee or the
          Securities Administrator, respectively, and conforming to the requirements
          of
          this Agreement or such other agreements, as applicable;

         

        (ii) neither
          the Indenture Trustee nor the Securities Administrator shall be liable
          for an
          error of judgment made in good faith by a Responsible Officer of the Indenture
          Trustee or an officer of the Securities Administrator, respectively, unless
          it
          shall be proved that the Indenture Trustee or the Securities Administrator,
          respectively, was negligent in ascertaining or investigating the facts
          related
          thereto; and


        
          
            
            

          

          
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        (iii) neither
          the Indenture 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 consent or at the direction of
          Securityholders as provided herein relating to the time, method and place
          of
          conducting any remedy pursuant to this Agreement, or exercising or omitting
          to
          exercise any trust or power conferred upon the Indenture Trustee or the
          Securities Administrator, respectively, under this Agreement; 

         

        The
          Securities Administrator shall pay any and all tax related expenses (not
          including taxes) of the Issuer, including but not limited to any professional
          fees or expenses related to audits or any administrative or judicial proceedings
          with respect to the Issuer 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 the Securities Administrator’s duties as tax return
          preparer).

        

          The
            Securities Administrator shall prepare and file, and the Owner Trustee
            shall
            sign the tax returns of the Issuer, to the extent that a tax return is
            required
            to be filed by the Issuer. The expenses of preparing and filing such
            tax returns
            shall be borne by the Securities Administrator. Notwithstanding the foregoing,
            the Securities Administrator shall have no obligation to prepare, file
            or
            otherwise deal with partnership tax information or returns. In the event
            that
            partnership tax information or returns are required by the Internal Revenue
            Service, the Initial Seller, at its own cost and expense, will prepare
            and file
            all necessary returns. 

        

         

        The
          Securities Administrator shall perform on behalf of the Issuer all reporting
          and
          other tax compliance duties that are the responsibility of the Issuer under
          the
          Code 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
          or other such guidance, the Securities Administrator shall provide to the
          Securityholders such information or reports as are required by the Code.
          

         

        Neither
          the Indenture Trustee nor the Securities Administrator shall be required
          to
          expend or risk its own funds or otherwise incur financial or other liability
          in
          the performance of any of its duties hereunder, or in the exercise of any
          of its
          rights or powers, if there is reasonable ground for believing that the
          repayment
          of such funds or indemnity satisfactory to it against such risk or liability
          is
          not assured to it, and none of the provisions contained in this Agreement
          shall
          in any event require the Indenture 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, except during
          such
          time, if any, as the Indenture Trustee shall be the successor to, and be
          vested
          with the rights, duties, powers and privileges of, the Master Servicer
          in
          accordance with the terms of this Agreement.


        
          
            
            

          

          
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        SECTION
          8.02. Certain
          Matters Affecting the Indenture Trustee and the Securities
          Administrator.

         

        Except
          as
          otherwise provided in Section 8.01 hereof:

         

        (i) the
          Indenture Trustee and the Securities Administrator may request and conclusively
          rely upon, and shall be fully protected in acting or refraining from acting
          upon, any resolution, Officers’ Certificate, certificate of auditors or any
          other certificate, statement, instrument, opinion, report, notice, request,
          consent, order, appraisal, bond or other paper or document reasonably believed
          by it to be genuine and to have been signed or presented by the proper
          party or
          parties, and the manner of obtaining consents and of evidencing the
          authorization of the execution thereof by Securityholders shall be subject
          to
          such reasonable regulations as the Indenture Trustee and the Securities
          Administrator may prescribe;

         

        (ii) the
          Indenture Trustee and the Securities Administrator may consult with counsel
          and
          any advice of its counsel or any 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;

         

        (iii) neither
          the Indenture Trustee nor the Securities Administrator shall be under any
          obligation to exercise any of the rights or powers vested in it by this
          Agreement, or to institute, conduct or defend any litigation hereunder
          or in
          relation hereto, at the request, order or direction of any of the
          Securityholders, pursuant to the provisions of this Agreement, unless such
          Securityholders shall have offered to the Indenture Trustee or the Securities
          Administrator, respectively, reasonable security or indemnity satisfactory
          to it
          against the costs, expenses and liabilities which may be incurred therein
          or
          thereby; the right of the Indenture Trustee or the Securities Administrator
          to
          perform any discretionary act enumerated in this Agreement shall not be
          construed as a duty, and the Indenture Trustee shall not be answerable
          for other
          than its negligence or willful misconduct in the performance of any such
          act;

         

        (iv) neither
          the Indenture Trustee nor the Securities Administrator shall be personally
          liable for any action taken, suffered or omitted by it in good faith and
          believed by it to be authorized or within the discretion or rights or powers
          conferred upon it by this Agreement;

         

        (v) prior
          to
          the occurrence of an Event of Default and after the curing or waiver of
          all
          Events of Default which may have occurred, the Indenture Trustee shall
          not be
          bound to make any investigation into the facts or matters stated in any
          resolution, certificate, statement, instrument, opinion, report, notice,
          request, consent, order, approval, bond or other paper or documents, unless
          requested in writing to do so Holders of the Notes representing not less
          than
          25% of the Outstanding Balance of the Notes; provided,
          however,
          that if
          the payment within a reasonable time to the Indenture Trustee of the costs,
          expenses or liabilities likely to be incurred by it in the making of such
          investigation is, in the opinion of the Indenture Trustee, not reasonably
          assured to the Indenture Trustee by the security afforded to it by the
          terms of
          this Agreement, the Indenture Trustee may require reasonable indemnity
          against
          such cost, expense or liability as a condition to such proceeding. If the
          Master
          Servicer fails to reimburse the Indenture Trustee in respect of the reasonable
          expense of every such examination relating to the Master Servicer, the
          Indenture
          Trustee shall be reimbursed by the Trust Estate;


        
          
            
            

          

          
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        (vi) the
          Indenture Trustee shall not be accountable, shall have no liability and
          makes no
          representation as to any acts or omissions hereunder of the Owner Trustee,
          the
          Securities Administrator or the Master Servicer until such time as the
          Indenture
          Trustee may be required to act as the Master Servicer pursuant to Section
          7.02
          hereof and thereupon only for the acts or omissions of the Indenture Trustee
          as
          a successor Master Servicer; and

         

        (vii) the
          Indenture 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, nominees, attorneys or a custodian, and shall not be responsible
          for any willful misconduct or negligence on the part of any agent, nominee,
          attorney or custodian appointed by the Indenture Trustee or the Securities
          Administrator in good faith.

         

        SECTION
          8.03. Indenture
          Trustee and the Securities Administrator Not Liable for Securities, Mortgage
          Loans or Additional Collateral.

         

        The
          recitals contained herein and in the Securities (other than the authentication
          of the Securities Administrator on the Securities) shall be taken as the
          statements of the Depositor or the Sellers, and the neither the Indenture
          Trustee nor the Securities Administrator assumes responsibility for the
          correctness of the same. Neither the Indenture Trustee nor the Securities
          Administrator makes representations or warranties as to the validity or
          sufficiency of this Agreement or of the Securities (other than the signature
          and
          authentication of the Securities Administrator on the Securities) or of
          any
          Mortgage Loan or related document or of MERS or the MERS System. The Indenture
          Trustee shall not be accountable for the use or application by the Master
          Servicer, or for the use or application of any funds paid to the Master
          Servicer
          in respect of related Mortgage Loans or deposited in or withdrawn from
          the
          Collection Account by the Master Servicer or the Securities Administrator.
          Neither the Indenture Trustee nor the Securities Administrator shall at
          any time
          have any responsibility or liability for or with respect to the legality,
          validity and enforceability of any Mortgage or any Mortgage Loan, or the
          perfection and priority of any Mortgage or the maintenance of any such
          perfection and priority, or for or with respect to the sufficiency of the
          Issuer
          or its ability to generate the payments to be paid to Securityholders under
          this
          Agreement, including, without limitation: the existence, condition and
          ownership
          of any Mortgaged Property; the existence and enforceability of any hazard
          insurance thereon (other than if the Indenture Trustee shall assume the
          duties
          of the Master Servicer pursuant to Section 7.02 hereof); the validity of
          the
          assignment of any Mortgage Loan to the Indenture Trustee or of any intervening
          assignment; the completeness of any Mortgage Loan; the performance or
          enforcement of any Mortgage Loan (other than if the Indenture Trustee shall
          assume the duties of the Master Servicer pursuant to Section 7.02 hereof);
          the
          compliance by the Depositor or the Sellers with any warranty or representation
          made under this Agreement or in any related document or the accuracy of
          any such
          warranty or representation prior to the Indenture Trustee’s receipt of notice or
          other discovery of any non-compliance therewith or any breach thereof;
          any
          investment of monies by or at the direction of the Master Servicer or in
          the
          case of the Indenture Trustee the Securities Administrator or any loss
          resulting
          therefrom, it being understood that the Indenture Trustee shall remain
          responsible for any Issuer property that it may hold in its individual
          capacity
          and the Securities Administrator shall remain responsible for any Issuer
          property that it may hold in its individual capacity; the acts or omissions
          of
          the Master Servicer (other than as to the Securities Administrator, if
          it is
          also the Master Servicer, and as to the Indenture Trustee, if the Indenture
          Trustee shall assume the duties of the Master Servicer pursuant to Section
          7.02
          hereof, and then only for the acts or omissions of the Indenture Trustee
          as the
          successor Master Servicer), or any acts or omissions of any Servicer or
          any
          Mortgagor; any action of the Master Servicer (other than as to the Securities
          Administrator, if it is also the Master Servicer, and as to the Indenture
          Trustee, if the Indenture Trustee shall assume the duties of the Master
          Servicer
          pursuant to Section 7.02 hereof), or in the case of the Indenture Trustee
          the
          Securities Administrator or any Servicer taken in the name of the Indenture
          Trustee; the failure of the Master Servicer or any Servicer to act or perform
          any duties required of it as agent or on behalf of the Indenture Trustee
          or the
          Issuer hereunder; or any action by the Indenture Trustee taken at the
          instruction of the Master Servicer (other than if the Indenture Trustee
          shall
          assume the duties of the Master Servicer pursuant to Section 7.02 hereof,
          and
          then only for the actions of the Indenture Trustee as the successor Master
          Servicer); provided,
          however,
          that
          the foregoing shall not relieve the Indenture Trustee of its obligation
          to
          perform its duties under this Agreement, including, without limitation,
          the
          Indenture Trustee’s duty to review the Mortgage Files, if so required pursuant
          to Section 2.01 of this Agreement.


        
          
            
            

          

          
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        SECTION
          8.04. Owner
          Trustee, Master Servicer and Securities Administrator May Own
          Notes.

         

        The
          Owner
          Trustee, the Master Servicer and the Securities Administrator in their
          respective individual capacities, or in any capacity other than as Owner
          Trustee, Master Servicer or Securities Administrator hereunder, may become
          the
          owner or pledgee of any Notes with the same rights they would have if they
          were
          not Owner Trustee, Master Servicer or Securities Administrator, as applicable,
          and may otherwise deal with the parties hereto.

         

        SECTION
          8.05. Indenture
          Trustee’s, Custodian’s, Owner Trustee’s and Securities Administrator’s Fees and
          Expenses.

         

        The
          Indenture Trustee shall be compensated by the Master Servicer for its services
          hereunder on behalf of the Issuer, including payment of the Indenture Trustee
          Fee. The Owner Trustee shall be compensated by the Master Servicer for
          its
          services hereunder, including payment o the Owner Trustee Fee. The Securities
          Administrator shall be compensated by the Master Servicer for its services
          hereunder from a portion of the Master Servicing Fee. The fees and expenses
          of
          the Custodian will be paid by the Initial Seller. In addition, the Indenture
          Trustee (as Indenture Trustee and in its individual corporate capacity),
          the
          Owner Trustee and the Securities Administrator will be entitled to recover
          from
          the Collection Account pursuant to Section 4.05(a) all reasonable out-of-pocket
          expenses, disbursements and advances and the expenses of the Indenture Trustee
          (including for such purpose, any fees and expenses relating to its capacity
          as
          Custodian hereunder to the extent not paid by the Initial Seller), the
          Owner
          Trustee, and the Securities Administrator, respectively, including without
          limitation, in connection with any Event of Default, any breach of this
          Agreement or any claim or legal action (including any pending or threatened
          claim or legal action) incurred or made by the Owner Trustee, the Indenture
          Trustee or the Securities Administrator, respectively, in the performance
          of its
          duties or the administration of the trusts hereunder or under the Yield
          Maintenance Agreements or the Auction Swap Agreement (including the reasonable
          compensation, expenses and disbursements of its counsel) except any such
          expense, disbursement or advance as may arise from its negligence (or in
          the
          case of the Owner Trustee, gross negligence) or intentional misconduct
          or which
          is specifically designated herein as the responsibility of the Depositor,
          the
          Sellers, the Master Servicer, the Securityholders, the Owner Trustee or
          the
          Issuer hereunder or thereunder. If funds in the Collection Account are
          insufficient therefor, the Indenture Trustee, the Owner Trustee, the Custodian
          and the Securities Administrator shall recover such expenses from future
          collections on the Mortgage Loans or as otherwise agreed by such parties
          and the
          Securityholders. Such compensation and reimbursement obligation shall not
          be
          limited by any provision of law in regard to the compensation of a trustee
          of an
          express trust.


        
          
            
            

          

          
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        SECTION
          8.06. Eligibility
          Requirements for Indenture Trustee and Securities
          Administrator.

         

        The
          eligibility requirements for the Indenture Trustee are set forth in Section
          6.11
          of the Indenture. The Securities Administrator hereunder shall at all times
          be
          an entity duly organized and validly existing under the laws of the United
          States of America or any state thereof, authorized under such laws to exercise
          corporate trust powers, having a combined capital and surplus of at least
          $50,000,000 and a minimum long-term debt rating in the third highest rating
          category by each Rating Agency and in each Rating Agency’s two highest
          short-term rating categories, and subject to supervision or examination
          by
          federal or state authority. If such entity 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
          8.06,
          the combined capital and surplus of such entity shall be deemed to be its
          combined capital and surplus as set forth in its most recent report of
          condition
          so published. In case at any time the Securities Administrator shall cease
          to be
          eligible in accordance with the provisions of this Section 8.06, the Securities
          Administrator shall resign immediately in the manner and with the effect
          specified in Section 8.07 hereof.

         

        SECTION
          8.07. Resignation
          or Removal of the Indenture Trustee or the Securities
          Administrator.

         

        The
          circumstances causing resignation and removal of the Indenture Trustee
          are set
          forth in Sections 6.08 and 6.09 of the Indenture. The Securities Administrator
          may at any time resign and be discharged from the trusts hereby created
          by
          giving written notice thereof to the Depositor, the Sellers, the Master
          Servicer
          and each Rating Agency. Upon receiving such notice of resignation of the
          Securities Administrator, the Indenture Trustee shall promptly appoint
          a
          successor Securities Administrator that meets the requirements in Section
          8.06
          by written instrument, in duplicate, one copy of which instrument shall
          be
          delivered to each of the resigning Securities Administrator and one copy
          to the
          successor Securities Administrator. If no successor Securities Administrator
          shall have been so appointed and having accepted appointment within 30
          days
          after the giving of such notice of resignation, the resigning Securities
          Administrator may petition any court of competent jurisdiction for the
          appointment of a successor Securities Administrator.


        
          
            
            

          

          
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        If
          at any
          time the Securities Administrator shall cease to be eligible in accordance
          with
          the provisions of Section 8.06 hereof or if at any time the Securities
          Administrator shall be legally unable to act, or shall be adjudged a bankrupt
          or
          insolvent, or a receiver of the Securities Administrator or of its property
          shall be appointed, or any public officer shall take charge or control
          of the
          Securities Administrator or of its property or affairs for the purpose
          of
          rehabilitation, conservation or liquidation, or if the Securities Administrator
          fails to provide an assessment of compliance or an attestation report required
          under Section 3.16 within 15 calendar days of March 1 of each calendar
          year in
          which Exchange Act reports are required then the Indenture Trustee may
          remove
          the Securities Administrator. If the Indenture Trustee removes the Securities
          Administrator, under the authority of the immediately preceding sentence,
          the
          Initial Seller or the Indenture Trustee shall promptly appoint a successor
          Securities Administrator that meets the requirements of Section 8.06 by
          written
          instrument, in triplicate, one copy of which instrument shall be delivered
          to
          the Securities Administrator so removed, one copy to the successor Securities
          Administrator and one copy to the Master Servicer.

         

        The
          Majority Securityholders may at any time remove the Securities Administrator
          by
          written instrument or instruments delivered to the Indenture Trustee; the
          Initial Seller shall thereupon use its best efforts to appoint a successor
          Securities Administrator in accordance with this Section. 

         

        Any
          resignation or removal of the Securities Administrator and appointment
          of a
          successor Securities Administrator, pursuant to any of the provisions of
          this
          Section 8.07 shall not become effective until acceptance of appointment
          by the
          successor Securities Administrator as provided in Section 8.08 hereof.
          If the
          Securities Administrator is removed pursuant to this Section 8.07, it shall
          be
          reimbursed any outstanding and unpaid fees and expenses, and if removed
          under
          the authority of the immediately preceding paragraph, the Securities
          Administrator shall also be reimbursed any outstanding and unpaid costs
          and
          expenses.

         

        Notwithstanding
          anything to the contrary contained herein, in the event that the Master
          Servicer
          resigns or is removed as Master Servicer hereunder, the Securities Administrator
          shall have the right to resign immediately as Securities Administrator
          by giving
          written notice to the Sellers and the Indenture Trustee, with a copy to
          each
          Rating Agency; provided that such resignation shall not become effective
          until
          acceptance of appointment by a successor Securities Administrator.
          Notwithstanding anything to the contrary herein, in the event that the
          Securities Administrator resigns or is removed as Securities Administrator
          hereunder, the Master Servicer shall have the right to resign immediately
          as
          Master Servicer by giving written notice to the Sellers and the Indenture
          Trustee, with a copy to each Rating Agency; provided that such resignation
          shall
          not become effective until acceptance of appointment by a successor Master
          Servicer.


        
          
            
            

          

          
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        SECTION
          8.08. Successor
          Securities Administrator.

         

        Any
          successor Securities Administrator appointed as provided in Section 8.07
          hereof
          shall execute, acknowledge and deliver to the Depositor, the Sellers and
          the
          Master Servicer and to its predecessor Securities Administrator an instrument
          accepting such appointment hereunder, and thereupon the resignation or
          removal
          of the Securities Administrator shall become effective, and such successor
          Securities Administrator, without any further act, deed or conveyance,
          shall
          become fully vested with all the rights, powers, duties and obligations
          of its
          predecessor hereunder (including, without limitation, its rights, powers,
          duties
          and obligations as Auction Administrator under the Auction Administration
          Agreement), with like effect as if originally named Securities Administrator.
          The Depositor, the Sellers, the Master Servicer and the predecessor Securities
          Administrator shall execute and deliver such instruments and do such other
          things as may reasonably be required for fully and certainly vesting and
          confirming in the successor Securities Administrator, as applicable, all
          such
          rights, powers, duties and obligations.

         

        No
          successor Securities Administrator shall accept appointment as provided
          in this
          Section 8.08 unless at the time of such acceptance such successor Securities
          Administrator shall be eligible under the provisions of Section 8.06 hereof
          and
          the appointment of such successor Securities Administrator shall not result
          in a
          downgrading of the Offered Notes by either Rating Agency, as evidenced
          by a
          letter from each Rating Agency.

         

        Upon
          acceptance of appointment by a successor Securities Administrator as provided
          in
          this Section 8.08, the successor Securities Administrator shall mail notice
          of
          the appointment of a successor Securities Administrator hereunder to all
          Securityholders at their addresses as shown in the Certificate Register
          or the
          Note Register, as applicable, and to each Rating Agency.

         

        SECTION
          8.09. Merger
          or Consolidation of Indenture Trustee or Securities
          Administrator.

         

        The
          consequences of merger or consolidation of the Indenture Trustee are set
          forth
          in Section 6.09 of the Indenture. Any entity into which the Securities
          Administrator may be merged or converted or with which it may be consolidated,
          or any entity resulting from any merger, conversion or consolidation to
          which
          the Securities Administrator shall be a party, or any entity succeeding
          to the
          corporate trust business of the Securities Administrator, shall be the
          successor
          of the Securities Administrator, as applicable, hereunder, provided such
          entity
          shall be eligible under the provisions of Section 8.06 and 8.08 hereof,
          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.


        
          
            
            

          

          
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        SECTION
          8.10. [Reserved].

         

        SECTION
          8.11. [Reserved].

         

        SECTION
          8.12. Trustee
          May Enforce Claims Without Possession of Notes.

         

        (a) All
          rights of action and claims under this Agreement or the Notes may be prosecuted
          and enforced by the Indenture Trustee without the possession of any of
          the Notes
          or the production thereof in any proceeding relating thereto, and such
          proceeding instituted by the Indenture Trustee shall be brought in its
          own name
          or in its capacity as Indenture Trustee for the benefit of all Holders
          of such
          Notes, subject to the provisions of this Agreement and the Indenture. Any
          recovery of judgment shall, after provision for the payment of the reasonable
          compensation, expenses, disbursement and advances of the Indenture Trustee
          (for
          the avoidance of doubt, in its individual capacity and as Indenture Trustee
          on
          behalf of the Issuer), its agents and counsel, be for the ratable benefit
          or the
          Noteholders in respect of which such judgment has been recovered.

         

        (b) The
          Indenture Trustee shall afford the Sellers, the Depositor and each
          Securityholder upon reasonable notice during normal business hours at its
          Corporate Trust Office or other office designated by the Indenture Trustee,
          access to all records maintained by the Indenture Trustee in respect of
          its
          duties hereunder and access to officers of the Indenture Trustee responsible
          for
          performing such duties. The Indenture Trustee shall cooperate fully with
          the
          Sellers, the Depositor and such Securityholder and shall, subject to the
          first
          sentence of this Section 8.12(b), make available to the Sellers, the Depositor
          and such Securityholder for review and copying such books, documents or
          records
          as may be requested with respect to the Indenture Trustee’s duties hereunder.
          The Sellers, the Depositor and the Securityholders shall not have any
          responsibility or liability for any action or failure to act by the Indenture
          Trustee and are not obligated to supervise the performance of the Indenture
          Trustee under this Agreement or otherwise.

         

        (c) The
          Securities Administrator shall afford the Sellers, the Depositor, the Indenture
          Trustee and each Securityholder upon reasonable notice during normal business
          hours at its offices at 9062 Old Annapolis Road, Columbia, Maryland 21045
          or
          other office designated by the Securities Administrator, access to all
          records
          maintained by the Securities Administrator in respect of its duties hereunder
          and access to officers of the Securities Administrator responsible for
          performing such duties. Upon request, the Securities Administrator shall
          furnish
          the Depositor and any requesting Securityholder with its most recent audited
          financial statements. The Securities Administrator shall cooperate fully
          with
          the Sellers, the Depositor, the Indenture Trustee and such Securityholder
          and
          shall, subject to the first sentence of this Section 8.12(c), make available
          to
          the Sellers, the Depositor and such Securityholder for review and copying
          such
          books, documents or records as may be requested with respect to the Securities
          Administrator’s duties hereunder. The Sellers, the Depositor, the Indenture
          Trustee and the Securityholders shall not have any responsibility or liability
          for any action or failure to act by the Securities Administrator and are
          not
          obligated to supervise the performance of the Securities Administrator
          under
          this Agreement or otherwise.


        
          
            
            

          

          
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        SECTION
          8.13. Suits
          for Enforcement.

         

        In
          case
          an Event of Default or a default by the Depositor hereunder shall occur
          and be
          continuing, the Indenture Trustee may proceed to protect and enforce its
          rights
          and the rights of the Securityholders under this Agreement, as the case
          may be,
          by a suit, action or proceeding in equity or at law or otherwise, whether
          for
          the specific performance of any covenant or agreement contained in this
          Agreement or in aid of the execution of any power granted in this Agreement
          or
          for the enforcement of any other legal, equitable or other remedy, as the
          Indenture Trustee, being advised by counsel, and subject to the foregoing,
          shall
          deem most effectual to protect and enforce any of the rights of the Indenture
          Trustee and the Securityholders.

         

        SECTION
          8.14. Waiver
          of Bond Requirements.

         

        The
          Indenture Trustee shall be relieved of, and each Securityholder hereby
          waives,
          any requirement of any jurisdiction in which the Trust Estate, or any part
          thereof, may be located that the Indenture Trustee post a bond or other
          surety
          with any court, agency or body whatsoever.

         

        SECTION
          8.15. Waiver
          of Inventory, Accounting and Appraisal Requirement.

         

        The
          Owner
          Trustee shall be relieved of, and each Securityholder hereby waives, any
          requirement of any jurisdiction in which the Issuer, or any part thereof,
          may be
          located that the Owner Trustee file any inventory, accounting or appraisal
          of
          the Issuer with any court, agency or body at any time or in any manner
          whatsoever.

         

        SECTION
          8.16. Appointment
          of Custodian.

        

          LaSalle
            Bank is hereby appointed Custodian of the Mortgage Files. The Indenture
            Trustee
            shall have the right upon prior written notice to the Issuer and the
            Master
            Servicer, to appoint one or more sub-custodians to hold all or a portion
            of the
            related Mortgage Files as agent for the Indenture Trustee, by entering
            into a
            custodial agreement. If the Indenture Trustee is removed or becomes ineligible
            to serve as Indenture Trustee pursuant to the provisions of the Indenture,
            it
            shall also resign its appointment as Custodian. Any sub-custodian may
            at any
            time be terminated and a substitute sub-custodian appointed therefor
            by the
            Indenture Trustee. The Indenture Trustee agrees to enforce the terms
            and
            provisions of any custodial agreement against the sub-custodian for the
            benefit
            of the Noteholders having an interest in any Mortgage File held by such
            sub-custodian. Each Custodian or sub-custodian shall be a depository
            institution
            or trust company subject to supervision by federal or state authority,
            shall
            have combined capital and surplus of at least $15,000,000 and shall be
            qualified
            to do business in the jurisdiction in which it holds any Mortgage File.
            The
            Initial Seller shall pay from its own funds, without any right to reimbursement,
            the fees, costs and expenses of each custodian (including the costs of
            Custodian’s counsel). The Custodian shall have the same rights, protections and
            immunities which are afforded to the Indenture Trustee under Article
            VI of the
            Indenture.

        


        
          
            
            

          

          
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        SECTION
          8.17. Auction
          Administration Agreement; Auction Swap Agreement.

         

        (a) Concurrently
          with the execution and delivery hereof, at the direction of the Depositor,
          the
          Securities Administrator, acting solely as an agent (the “Auction
          Administrator”)
          for
          the Holders of the Auction Notes and not on behalf of the Issuer, shall
          execute
          and deliver the Auction Administration Agreement and the Auction Swap Agreement
          in the forms presented by the Auction Swap Counterparty. The Securities
          Administrator shall have no duty to review or otherwise determine the adequacy
          of the Auction Administration Agreement or the Auction Swap
          Agreement.

         

        (b) Each
          Holder of an Auction Note is deemed, by acceptance of such Note, (i) to
          authorize the Securities Administrator to execute and deliver the Auction
          Administration Agreement and the Auction Swap Agreement as their agent
          and (ii)
          to acknowledge and accept and agree to be bound by the provisions of the
          Auction
          Administration Agreement and the Auction Swap Agreement. The Securities
          Administrator, as Auction Administrator, agrees not to consent to any amendments
          to the Auction Administration Agreement or Auction Swap Agreement without
          the
          consent of 100% of the Auction Notes, except in the case where such amendment
          is
          to cure any ambiguity in either agreement, to correct or supplement any
          provision therein which may be inconsistent with other provisions in such
          agreements or the other Operative Agreements, or to cause the provisions
          in such
          agreements to conform or be consistent with the statements made with respect
          to
          such agreement in the Offering Documents. 

         

        SECTION
          8.18. Yield
          Maintenance Counterparty Tax Form.

         

        The
          Depositor hereby directs the Security Administrator to enter into the Yield
          Maintenance Agreements. The Securities Administrator agrees that so long
          as the
          Yield Maintenance Agreement remains in effect, it shall request that the
          Yield
          Maintenance Counterparty provide to it an Internal Revenue Service Form
          W-8ECI
          (or any successor form) at the end of each three year period following
          the
          Closing Date as provided for in the Yield Maintenance Agreements.

         

        ARTICLE
          IX

         

        [Reserved]

         

        ARTICLE
          X

         

        TERMINATION

         

        SECTION
          10.01. Termination;
          Clean-Up Call.

         

        (a) The
          respective obligations and responsibilities of the Seller, the Depositor,
          the
          Master Servicer, the Securities Administrator, the Owner Trustee and the
          Indenture Trustee created hereby (other than the obligation of the Securities
          Administrator to make certain payments to Noteholders after the final Payment
          Date and the obligation of the Master Servicer to send certain notices
          as
          hereinafter set forth) shall terminate upon notice to the Indenture Trustee
          and
          the Securities Administrator upon the earliest of (i) the Payment Date on
          which the Class Principal Amount (or Class Notional Amount in the case
          of the
          Class A-X Notes) of each Class of Notes has been reduced to zero, (ii) the
          final payment or other liquidation of the last Mortgage Loan, (iii) the
          optional purchase of the Mortgage Loans as described in the following paragraphs
          and (iv) the Stated Maturity Date.


        
          
            
            

          

          
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        Thornburg
          (solely in its capacity as a Servicer of the Mortgage Loans) may, at its
          option
          (which option is assignable), terminate this Agreement on any Payment Date
          on
          which the aggregate amount of the Scheduled Principal Balances of the Mortgage
          Loans as of the end of the immediately preceding Due Period is equal to
          or less
          than 10% of the Cut-Off Date Aggregate Principal Balance (such Payment
          Date, the
“10%
          Clean-Up Call Date”),
          by
          purchasing, on such Payment Date, all of the outstanding Mortgage Loans
          and REO
          Properties at a price equal to the sum of (i) the outstanding Scheduled
          Principal Balances of the Mortgage Loans (other than in respect of REO
          Properties), (ii) the lesser of (x) the appraised value of any REO Property
          as
          determined by the higher of two appraisals completed by two independent
          appraisers approved by the Depositor and at the expense of the Person exercising
          the Clean-Up Call Option less the good faith estimate of the Master Servicer
          or
          the related Servicer, as applicable, of Liquidation Expenses to be incurred
          in
          connection with its disposal and (y) the Principal Balance of each Mortgage
          Loan
          related to any REO Property and (iii) in all cases, accrued and unpaid
          interest
          thereon at the applicable Loan Rate through the end of the Due Period preceding
          the final Payment Date, plus unreimbursed Servicing Advances and Advances
          and
          any unpaid Master Servicing Fees and Servicing Fees allocable to such Mortgage
          Loans and REO Properties, plus all amounts, if any, then due and owing
          to the
          Indenture Trustee, the Master Servicer and the Securities Administrator
          (the
“Clean-Up
          Call Purchase Price”).

         

        In
          addition, Wells Fargo Bank, N.A. (solely in its capacity as the Master
          Servicer)
          may, at its option, terminate this Agreement on any Payment Date on which
          the
          aggregate amount of the Scheduled Principal Balances of the Mortgage Loans
          as of
          the end of the immediately preceding Due Period is equal to or less than
          5% of
          the Cut-Off Date Aggregate Principal Balance (such Payment Date, the
“Master Servicer
          Clean-Up Call Date”;
          and
          each of the Master Servicer Clean-Up Call Date and the 10% Clean-Up Call
          Date
          individually, a “Clean-Up
          Call Date”),
          by
          purchasing, on such Master Servicer Clean-Up Call Date, all of the outstanding
          Mortgage Loans and REO Properties at a price equal to the Clean-Up Call
          Purchase
          Price; provided,
          that
          the Master Servicer Clean-Up Call Right shall be exercisable only if the
          10%
          Clean-Up Call Right is not exercised on or before such date.

         

        (b) Notice
          of
          any termination pursuant to the second or third paragraphs of
          Section 10.01(a), specifying the Clean-Up Call Date (which shall be a date
          that would otherwise be a Payment Date) upon which the Noteholders may
          surrender
          their Notes to the Securities Administrator for payment of the final
          distribution and cancellation, shall be given by the Securities Administrator
          to
          the Noteholders pursuant to Section 10.02 of the Indenture and to the Owner
          Trustee promptly upon the Securities Administrator receiving notice of
          such
          Clean-Up Call Date from Thornburg or Wells Fargo Bank, N.A., as
          applicable.


        
          
            
            

          

          
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        (c) Upon
          presentation and surrender of the Notes, the Securities Administrator shall
          cause to be distributed to the Holders of the Notes on the Payment Date
          for such
          final distribution, in proportion to the Percentage Interests of their
          respective Class and to the extent that funds are available for such purpose,
          an
          amount equal to the amount required to be distributed to such Holders in
          accordance with the provisions of Section 5.01 hereof for such Payment
          Date.

         

        (d) In
          the
          event that all Noteholders shall not surrender their Notes for final payment
          and
          cancellation on or before such final Payment Date, the Securities Administrator
          shall promptly following such date cause all funds in the Collection Account
          to
          which Noteholders are entitled and not distributed in final distribution
          to
          Noteholders to be withdrawn therefrom and credited to the remaining Noteholders
          by depositing such funds in a separate account for the benefit of such
          Noteholders, and the Securities Administrator shall give a second written
          notice
          to the remaining Noteholders to surrender their Notes for cancellation
          and
          receive the final distribution with respect thereto. If within nine months
          after
          the second notice all the Notes shall not have been surrendered for
          cancellation, the Certificateholders shall be entitled to all unclaimed
          funds
          and other assets which remain subject hereto, and the Securities Administrator
          upon transfer of such funds to the Certificate Distribution Account for
          payment
          to the Certificateholders in accordance with the provisions of the Trust
          Agreement shall be discharged of any responsibility for such funds.

         

        SECTION
          10.02. [Reserved].

         

        SECTION
          10.03. Optional
          Purchase of Notes.

         

        (a) All
          but
          not less than all of the Notes are subject to purchase by TMI, at its option,
          on
          any Payment Date on or after the Optional Notes Purchase Date from the
          then
          Holders thereof. The purchase price for each Note (other than the Class
          A-X
          Notes) shall be equal to the sum of (i) the Note Principal Amount of such
          Note and (ii) any accrued but unpaid interest thereon at the applicable
          Note Interest Rate with respect thereto for such Payment Date. The purchase
          price for the Class A-X Notes shall be an amount equal to the sum of (x)
          any
          Current Interest due (after taking into account payments made on such date
          from
          Current Interest) on the Class A-X Notes, and (y) the present value, as
          of the
          date of such termination, of the remaining payments scheduled to be made
          on the
          Class A-X Notes (such present value to be based on a discount rate that
          will
          approximate the expected yield to maturity of the Class A-X Notes). In
          order to
          exercise the Optional Notes Purchase Right, TMI must, no later than the
          eighth
          Business Day prior to the applicable Payment Date, deliver to the Securities
          Administrator (with copies to the Rating Agencies and the Master Servicer)
          written notice, in the form of Exhibit O hereto, of its intent to purchase
          the
          Notes and of the Payment Date on which it intends to do so and the Securities
          Administrator will verify in writing to TMI the cash amount required of
          TMI to
          effect such purchase no later than the third Business Day prior to the
          Payment
          Date on which such purchase is scheduled to occur. The Securities Administrator
          shall furnish notice of the exercise of the Optional Notes Purchase Right
          to the
          applicable Noteholders in compliance with Section 10.02 of the Indenture.
          On the day prior to the Payment Date on which the Optional Notes Purchase
          Right
          will be exercised, TMI shall deposit the appropriate amount in cash with
          the
          Securities Administrator. Such amount shall be deposited by the Securities
          Administrator into the Note Payment Account. Such amounts shall be paid
          by the
          Securities Administrator to Holders of the applicable Notes as provided
          in
          Section 10.03(c).


        
          
            
            

          

          
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        (b) In
          the
          case of an exercise of the Optional Notes Purchase Right, TMI shall be
          solely
          responsible for the costs and expenses of the Indenture Trustee, the Securities
          Administrator and the Master Servicer.

         

        (c) The
          Notes
          shall, following notice to Noteholders as required by Section 10.03(a),
          be
          purchased on the applicable Payment Date by TMI at the price specified
          in
          Section 10.03(a), and (unless TMI shall default in the payment of such
          amount)
          no interest shall accrue on such amount for any period after the date to
          which
          accrued interest is calculated for purposes of calculating such
          amount.

         

        (d) Subsequent
          to the purchase of the Notes following exercise of the Optional Notes Purchase
          Right, TMI shall be deemed the sole Holder of the Offered Notes. TMI may
          subsequently transfer some or all of the Notes acquired by it in accordance
          with
          the provisions of the Indenture. All Notes issued to the Noteholders prior
          to
          exercise of the Optional Securities Purchase Right shall be deemed cancelled
          (other than those Notes held by TMI).

         

        ARTICLE
          XI

         

        [Reserved]

         

        ARTICLE
          XII

         

        MISCELLANEOUS
          PROVISIONS

         

        SECTION
          12.01. Amendment.

         

        This
          Agreement may be amended from time to time by the Initial Seller, the Seller,
          the Depositor, the Master Servicer, the Securities Administrator, the Owner
          Trustee and the Indenture Trustee, and without the consent of any of the
          Securityholders, (i) to cure any ambiguity, (ii) to correct or
          supplement any provisions herein which may be defective or inconsistent
          with any
          other provisions herein, (iii) to make any other provisions with respect to
          matters or questions arising under this Agreement, which shall not be
          inconsistent with the provisions of this Agreement or (iv) to cause the
          provisions herein to conform to or be consistent with or in furtherance
          of the
          statements made with respect to the Securities, the Issuer 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 in any other Operative
          Agreement; provided,
          however,
          that
          any such action listed in clause (i) through (iii) above shall be
          deemed not to adversely affect in any material respect the interests of
          any
          Securityholder, if evidenced by (i) written notice to the Indenture Trustee
          from each Rating Agency that such action will not result in the reduction
          or
          withdrawal of the rating of any outstanding Class of Notes with respect
          to which
          it is a Rating Agency or (ii) an Opinion of Counsel stating that such
          amendment shall not adversely affect in any material respect the interests
          of
          any Securityholder, is permitted by the Agreement and all the conditions
          precedent, if any have been complied with, delivered to the Master Servicer,
          the
          Securities Administrator and the Indenture Trustee.


        
          
            
            

          

          
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          In
            addition, this Agreement may be amended from time to time by the Initial
            Seller,
            the Seller, the Depositor, the Master Servicer, the Securities Administrator,
            the Owner Trustee and the Indenture Trustee and with the consent of a
            majority
            in interest of the Certificateholders and a majority in interest of each
            Class
            of Notes affected by such amendment 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 of Securities;
            provided,
            however,
            that no
            such amendment or waiver shall (x) reduce in any manner the amount of, or
            delay the timing of, payments on the Notes or Ownership Certificates
            that are
            required to be made on any such Note or Ownership Certificate without
            the
            consent of the Holder of such Security, (y) adversely affect in any
            material respect the interests of the Holders of any Class of Notes or
            Ownership
            Certificates in a manner other than as described in clause (x) above,
            without
            the consent of the Holders of Notes of such Class or Ownership Certificates
            evidencing at least a 662⁄3% Percentage Interest in such Class of Notes or the
            Ownership Certificates, or (z) reduce the percentage of Voting Rights
            required by clause (y) above without the consent of the Holders of all
            Notes of such Class then outstanding. Upon approval of an amendment,
            a copy of
            such amendment shall be sent to each Rating Agency.

        

         

        Notwithstanding
          any provision of this Agreement to the contrary, neither the Indenture
          Trustee
          nor the Securities Administrator shall consent to any amendment to this
          Agreement unless it shall have first received an Opinion of Counsel, delivered
          by and at the expense of the Person seeking such Amendment (unless such
          Person
          is the Indenture Trustee or the Securities Administrator, in which case
          the
          Indenture Trustee or the Securities Administrator shall be entitled to
          be
          reimbursed for such expenses by the Issuer pursuant to Section 8.05 hereof),
          to
          the effect that such amendment will not result in the imposition of federal
          income tax on the Issuer and that the amendment is being made in accordance
          with
          the terms hereof, such amendment is permitted by this Agreement and all
          conditions precedent, if any, have been complied with.

         

        Promptly
          after the execution of any such amendment the Securities Administrator
          shall
          furnish, at the expense of the Person that requested the amendment if such
          Person is the Initial Seller or the Seller (but in no event at the expense
          of
          the Indenture Trustee or the Securities Administrator), otherwise at the
          expense
          of the Issuer, a copy of such amendment and the Opinion of Counsel referred
          to
          in the immediately preceding paragraph to the Master Servicer and each
          Rating
          Agency.

         

        It
          shall
          not be necessary for the consent of Securityholders under this
          Section 12.01 to approve the particular form of any proposed amendment;
          instead 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 Securityholders shall be subject
          to
          such reasonable regulations as the Securities Administrator may
          prescribe.


        
          
            
            

          

          
            130

            
              

            

          

          
            
            

          

        


         

        The
          Indenture Trustee and Securities Administrator may, but shall not be obligated
          to, enter into any amendment pursuant to this 12.01 Section that affects
          its rights, duties and immunities under this Agreement or
          otherwise.

         

        SECTION
          12.02. Recordation
          of Agreement; Counterparts.

         

        To
          the
          extent permitted by applicable law, this Agreement is subject to recordation
          in
          all appropriate public offices for real property records in all the counties
          or
          other comparable jurisdictions in which any or all of the Mortgaged Properties
          are situated, and in any other appropriate public recording office or elsewhere,
          such recordation to be effected by the Indenture Trustee at the expense
          of the
          Issuer, but only upon direction of Noteholders accompanied by an Opinion
          of
          Counsel to the effect that such recordation materially and beneficially
          affects
          the interests of the Noteholders.

         

        For
          the
          purpose of facilitating the recordation of this Agreement as herein provided
          and
          for other purposes, this Agreement may be executed simultaneously in any
          number
          of counterparts, each of which counterparts shall be deemed to be an original,
          and such counterparts shall together constitute but one and the same
          instrument.

         

        SECTION
          12.03. [Reserved].

         

        SECTION
          12.04. Governing
          Law; Jurisdiction.

         

        THIS
          AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
          OF THE
          STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS
          (OTHER
          THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS,
          RIGHTS
          AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE
          WITH
          SUCH LAWS.

         

        SECTION
          12.05. Notices.

         

        All
          directions, demands and notices hereunder shall be in writing and shall
          be
          deemed to have been duly given if personally delivered at or mailed by
          first
          class mail, postage prepaid, or by express delivery service or delivered
          via
          telecopy, to (a) in the case of the Initial Seller, to Thornburg Mortgage
          Home Loans, Inc., 150 Washington Avenue, Suite 302, Santa Fe, New Mexico
          87501,
          Attention: Deborah Burns (telecopy number (505) 954-5300), or such other
          address or telecopy number as may hereafter be furnished to the Seller,
          the
          Depositor, the Master Servicer, the Securities Administrator, the Indenture
          Trustee and the Owner Trustee in writing by the Initial Seller, (b) in
          the case
          of the Seller, Thornburg Mortgage Funding, Inc., 150 Washington Avenue,
          Suite
          302, Santa Fe, New Mexico 87501, Attention: Deborah Burns (telecopy number
          (505) 954-5300), or such other address or telecopy number as may hereafter
          be furnished to the Initial Seller, the Depositor, the Master Servicer,
          the
          Securities Administrator, the Indenture Trustee and the Owner Trustee in
          writing
          by the Seller, (c) in the case of the Indenture Trustee, to the Corporate
          Trust
          Office or such other address or telecopy number as may hereafter be furnished
          to
          the Initial Seller, the Seller, the Depositor, the Master Servicer, the
          Securities Administrator and the Owner Trustee in writing by the Indenture
          Trustee, (d) in the case of the Depositor, to Structured Asset Securities
          Corporation, 745 Seventh Avenue, Seventh Floor, New York, New York 10019,
          Attention: Mortgage Backed Finance, or such other address or telecopy number
          as
          may be furnished to the Initial Seller, the Seller, the Master Servicer,
          the
          Owner Trustee and the Indenture Trustee in writing by the Depositor, (e)
          in the
          case of the Owner Trustee, Wilmington Trust Company, Rodney Square North,
          1100
          North Market Street, Wilmington, Delaware 19890, Attention: Thornburg 2007-1
          or
          such other address or telecopy number as may hereinafter be furnished to
          the
          Initial Seller, the Seller, the Depositor, the Master Servicer, the Securities
          Administrator, and the Indenture Trustee in writing by the Owner Trustee;
          and
          (f) in the case of the Master Servicer or Securities Administrator, for
          certificate transfer purposes, at its Corporate Trust Office and for all
          other
          purposes at P.O. Box 98, Columbia, Maryland 21046, or for overnight delivery,
          at
          9062 Old Annapolis Road, Columbia, Maryland 21045 (Attention: Thornburg
          2007-1),
          Facsimile no: (410) 715-2380, or such other address or telecopy number
          as may be
          furnished to the Depositor, the Seller, the Initial Seller, the Owner Trustee
          and the Indenture Trustee in writing by the Master Servicer or the Securities
          Administrator. Any notice required or permitted to be mailed to a Securityholder
          shall be given by first class mail, postage prepaid, at the address of
          such
          Holder as shown in the Note Register or Certificate Register, as applicable.
          Notice of any Event of Default shall be given by telecopy and by certified
          mail.
          Any notice so mailed within the time prescribed in this Agreement shall
          be
          conclusively presumed to have duly been given when mailed, whether or not
          the
          Securityholder receives such notice. A copy of any notice required to be
          telecopied hereunder shall also be mailed to the appropriate party in the
          manner
          set forth above.


        
          
            
            

          

          
            131

            
              

            

          

          
            
            

          

        


         

        SECTION
          12.06. Severability
          of Provisions.

         

        If
          any
          one or more of the covenants, agreements, provisions or terms of this Agreement
          shall for any reason whatsoever be 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 Notes or the Ownership Certificate or the rights of the Noteholders
          or
          the Certificateholders.

         

        SECTION
          12.07. Article
          and Section References.

         

        All
          article and section references used in this Agreement, unless otherwise
          provided, are to articles and sections in this Agreement.

         

        SECTION
          12.08. Notice
          to the Rating Agencies.

         

        (a) The
          Securities Administrator shall be obligated to use its best reasonable
          efforts
          promptly to provide notice to the Rating Agencies with respect to each
          of the
          following of which a Responsible Officer of the Securities Administrator
          has
          actual knowledge:


        
          
            
            

          

          
            132

            
              

            

          

          
            
            

          

        


         

        (i) any
          material change or amendment to this Agreement;

         

        (ii) the
          occurrence of any Event of Default that has not been cured or
          waived;

         

        (iii) the
          resignation or termination of the Master Servicer, the Securities Administrator
          or the Indenture Trustee;

         

        (iv) the
          final
          payment to Holders of the Notes of any Class; and

         

        (v) any
          change in the location of any Account.

         

        (b) In
          addition, the Securities Administrator shall promptly furnish to the Rating
          Agencies copies of each Statement to Securityholders described in Section
          5.04
          hereof; if the Indenture Trustee is acting as a successor Master Servicer
          pursuant to Section 7.02 hereof, the Indenture Trustee shall notify the
          Rating
          Agencies of any event that would result in the inability of the Indenture
          Trustee to make Advances and the Master Servicer shall promptly furnish
          to each
          Rating Agency copies of the following:

         

        (i) each
          annual statement as to compliance described in Section 3.17 hereof;

         

        (ii) each
          annual assessment of compliance and attestation report described in Section
          3.16
          hereof; and

         

        (iii) each
          notice delivered pursuant to Section 5.05(b) hereof which relates to the
          fact
          that the Master Servicer has not made an Advance.

         

        (c) All
          notices to the Rating Agencies provided for in this Agreement shall be
          in
          writing and sent by first class mail, telecopy or overnight courier, as
          follows:

         

        If
          to
          Moody’s, to:

         

        Moody’s
          Investors Service, Inc.

        99
          Church
          Street 

        New
          York,
          New York 10007

        Attention:
          Residential Mortgages

         

        If
          to
          S&P, to:

         

        55
          Water
          Street

        New
          York,
          New York 10041

        Attention:
          Residential Mortgages 

        

          
            
              
              

            

            
              133

              
                

              

            

            
              
              

            

          



        SECTION
          12.09. Further
          Assurances.

         

        Notwithstanding
          any other provision of this Agreement, neither the Securityholders nor
          the
          Indenture Trustee shall have any obligation to consent to any amendment
          or
          modification of this Agreement unless they have been provided reasonable
          security or indemnity against their out-of-pocket expenses (including reasonable
          attorneys’ fees) to be incurred in connection therewith.

         

        SECTION
          12.10. Benefits
          of Agreement.

         

        Nothing
          in this Agreement or in the Securities, expressed or implied, shall give
          to any
          Person, other than the Securityholders and the parties hereto and their
          successors hereunder, any benefit or any legal or equitable right, remedy
          or
          claim under this Agreement.

         

        SECTION
          12.11. [Reserved].

         

        SECTION
          12.12. Successors
          and Assigns.

         

        The
          provisions of this Agreement shall be binding upon and inure to the benefit
          of
          the respective successors and assigns of the parties hereto.

         

        SECTION
          12.13. [Reserved].

         

        SECTION
          12.14. Execution
          by the Issuer.

         

        It
          is
          expressly understood and agreed by the parties hereto that (a) this Agreement
          is
          executed and delivered by Wilmington Trust Company, not individually or
          personally but solely as Owner Trustee of the Issuer, in the exercise of
          the
          powers and authority conferred and vested in it as trustee, (b) each of
          the
          representations, undertakings and agreements herein made on the part of
          the
          Issuer is made and intended not as personal representations, undertakings
          and
          agreements by Wilmington Trust Company but is made and intended for the
          purpose
          of binding only the Issuer, (c) nothing herein contained shall be construed
          as
          creating any liability on Wilmington Trust Company, individually or personally,
          to perform any covenant either expressed or implied contained herein, all
          such
          liability, if any, being expressly waived by the parties hereto and by
          any
          person claiming by, through or under the parties hereto and (d) under no
          circumstances shall Wilmington Trust Company be personally liable for the
          payment of any indebtedness or expenses of the Issuer or be liable for
          the
          breach or failure of any obligation, representation, warranty or covenant
          made
          or undertaken by the Issuer under this Agreement or any other
          document.


        
          
            
            

          

          
            134

            
              

            

          

          
            
            

          

        


         

        IN
          WITNESS WHEREOF, the parties hereto have caused their names to be signed
          hereto
          by their respective officers thereunto duly authorized, all as of the day
          and
          year first above written.

         

        THORNBURG
          MORTGAGE SECURITIES TRUST 2007-1

         

        By:
          WILMINGTON TRUST COMPANY, not in its individual capacity but solely
          as

        Owner
          Trustee

         

        By: 
          /s/
          Patricia A. Evans            

        Name:
          Patricia A. Evans

        Title:
          Vice President

         

         

        STRUCTURED
          ASSET SECURITIES CORPORATION, as
          Depositor

         

        By: 
          /s/
          Mary Stone            

        Name:
          Mary Stone

        
          Title:
            Vice President

        

         

         

        LASALLE
          BANK NATIONAL ASSOCIATION, as Indenture Trustee and Custodian

         

        By: 
          /s/
          Susan L. Feld             

        Name:
          Susan L. Feld

        Title:
          Assistant Vice President

         

         

         

        WELLS
          FARGO BANK, N.A., 

        as
          Master
          Servicer

         

        By: 
          /s/
          Carla S. Walker             

        Name:
          Carla S. Walker

        Title:
          Vice President

         

        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


         

        WELLS
          FARGO BANK, N.A., 

        as
          Securities Administrator

         

        By: 
          /s/
          Carla S. Walker            

        Name:
          Carla S. Walker

        Title:
          Vice President

         

        THORNBURG
          MORTGAGE HOME LOANS, INC., as
          Initial Seller

         

        By: 
          /s/
          Deborah J. Burns            

        Name:
          Deborah J. Burns

        Title:
          Senior Vice President

         

        THORNBURG
          MORTGAGE FUNDING, INC., as
          Seller

         

        By: 
          /s/
          Nathan Fellers            

        Name:
          Nathan Fellers

        Title:
          Senior Vice President

         

        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


         

        Solely
          for the purposes of Section 3.25,

        accepted
          and agreed to by:

         

         

        THORNBURG
          MORTGAGE, INC.

         

         

        By: 
          /s/
          Deborah J. Burns            

        Name:
          Deborah J. Burns

        Title:
          Senior Vice President

         

        


        

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          



        
          
            	
                    STATE
                      OF NEW
                      YORK

                  	
                    )

                  
	 	
                    )
                      ss.:

                  
	
                    COUNTY
                      OF NEW YORK

                  	
                    )

                  


          

        

         

        On
          the
          22nd
          day of
          February 2007, before me, a notary public in and for said State, personally
          appeared Mary A. Stone, known to me to be a Vice President of Structured
          Asset
          Securities Corporation, a Delaware corporation, that executed the within
          instrument, and also known to me to be the person who executed it on behalf
          of
          said corporation, and acknowledged to me that such corporation executed
          the
          within instrument.

         

        IN
          WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal
          the
          day and year in this certificate first above written.

         

        /s/
          Tamara L. Ervin               

        Notary
          Public


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


         

        
          
            
              	
                      STATE
                        OF NEW
                        MEXICO

                    	
                      )

                    
	 	
                      )
                        ss.:

                    
	
                      COUNTY
                        OF SANTA FE

                    	
                      )

                    


            

          

           

        

        On
          the
          22nd
          day of
          February 2007, before me, a notary public in and for said State, personally
          appeared Deborah J. Burns known to me to be a Senior Vice President of
          Thornburg
          Mortgage Home Loans, Inc., a Delaware corporation, that executed the within
          instrument, and also known to me to be the person who executed it on behalf
          of
          said corporation, and acknowledged to me that such corporation executed
          the
          within instrument.

         

        IN
          WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal
          the
          day and year in this certificate first above written.

         

        /s/
          Nyira Gitana              

        Notary
          Public

         

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


         

        
           

          
            
              
                	
                        STATE
                          OF NEW
                          MEXICO

                      	
                        )

                      
	 	
                        )
                          ss.:

                      
	
                        COUNTY
                          OF SANTA FE

                      	
                        )

                      


              

            

          

        

         

        On
          the
          22nd
          day of
          February 2007, before me, a notary public in and for said State, personally
          appeared Nathan Fellers known to me to be a Senior Vice President of Thornburg
          Mortgage Funding, Inc., a Delaware corporation, that executed the within
          instrument, and also known to me to be the person who executed it on behalf
          of
          said corporation, and acknowledged to me that such corporation executed
          the
          within instrument.

         

        IN
          WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal
          the
          day and year in this certificate first above written.

         

        
          /s/
            Nyira Gitana              

          Notary
            Public

        

        

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          



        
          
             

            
              
                
                  	
                          STATE
                            OF ILLINOIS

                        	
                          )

                        
	 	
                          )
                            ss.:

                        
	
                          COUNTY
                            OF COOK

                        	
                          )

                        


                

              

            

          

           

        

        On
          the
          27th
          day of
          February 2007, before me, a notary public in and for said State, personally
          appeared Susan L. Feld, known to me to be am Assistant Vice President of
          LaSalle
          Bank National Association that executed the within instrument, and also
          known to
          me to be the person who executed it on behalf of said corporation, and
          acknowledged to me that such corporation executed the within
          instrument.

         

        IN
          WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal
          the
          day and year in this certificate first above written.

         

        /s/
          Christine M. Orsi              

        Notary
          Public

         

        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        
          
            
               

              
                
                  
                    	
                            STATE
                              OF DELAWARE

                          	
                            )

                          
	 	
                            )
                              ss.:

                          
	
                            COUNTY
                              OF WILMINGTON

                          	
                            )

                          


                  

                

              

            

          

        

         

        On
          the
          22nd
          day of
          February 2007, before me, a notary public in and for said State, personally
          appeared Patricia A. Evans, known to me to be Vice President of Wilmington
          Trust
          Company, a national banking association that executed the within instrument,
          and
          also known to me to be the person who executed it on behalf of said corporation,
          and acknowledged to me that such corporation executed the within
          instrument.

         

        IN
          WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal
          the
          day and year in this certificate first above written.

         

        /s/
          J.
          Christopher Murphy             

        Notary
          Public


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


         

        
          
            
              
                 

                
                  
                    
                      	
                              STATE
                                OF DELAWARE

                            	
                              )

                            
	 	
                              )
                                ss.:

                            
	
                              COUNTY
                                OF HOWARD

                            	
                              )

                            


                    

                  

                

              

            

          

        

         

        On
          the
          27th
          day of
          February 2007, before me, a notary public in and for said State, personally
          appeared Carla S. Walker, known to me to be a Vice President of Wells Fargo
          Bank, N.A., and also known to me to be the person who executed it on behalf
          of
          said corporation, and acknowledged to me that such corporation executed
          the
          within instrument.

         

        IN
          WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal
          the
          day and year in this certificate first above written.

         

        /s/
          Carla S. Walker              

        Notary
          Public


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


         

        SCHEDULE
          I

         

        MORTGAGE
          LOAN SCHEDULE

         

        To
          be
          retained in a separate closing binder entitled “Thornburg 2007-1 Mortgage Loan
          Schedule” at the New York, New York offices of McKee Nelson LLP


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        

          EXHIBIT
            A

           

          [Reserved]


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          


          EXHIBIT
            B

           

          [Reserved]


          
            
              
              

            

            
              B-1

              
                

              

            

            
              
              

            

          


          EXHIBIT
            C

           

          [Reserved]


          
            
              
              

            

            
              C-1

              
                

              

            

            
              
              

            

          


          EXHIBIT
            D

           

          [Reserved]


          
            
              
              

            

            
              D-1

              
                

              

            

            
              
              

            

          


          EXHIBIT
            E

           

          [Reserved]


          
            
              
              

            

            
              E-1

              
                

              

            

            
              
              

            

          


          EXHIBIT
            F

           

          REQUEST
            FOR RELEASE

           

                                       

          Date

           

          [Addressed
            to Indenture Trustee

          or,
            if
            applicable, the Custodian]

          


          


          


          In
            connection with the administration of the mortgages held by you as Indenture
            Trustee under a certain Sale and Servicing Agreement dated as of February
            1,
            2007 by and among Structured Asset Securities Corporation, as Depositor,
            Thornburg Mortgage Home Loans, Inc., as Initial Seller, Thornburg Mortgage
            Funding Inc., as Seller, Wells Fargo Bank, N.A., as Master Servicer and
            Securities Administrator, Wilmington Trust Company, as Owner Trustee
            and you, as
            Indenture Trustee and Custodian (the “Sale and Servicing Agreement”), the
            undersigned [Master Servicer] [Servicer] hereby requests a release of
            the
            Mortgage File held by you as Indenture Trustee with respect to the following
            described Mortgage Loan for the reason indicated below.

           

          
            	
                    Mortgagor’s
                      Name:

                  	 
	 	 
	
                    Address:

                  	 
	 	 
	
                    Loan
                      No.:

                  	 
	 	 
	
                    Reason
                      for requesting file:

                  	 


          

           

          
            1. Mortgage
              Loan paid in full. (The [Master Servicer] hereby certifies that all
              amounts
              received in connection with the loan have been or will be credited
              to the
              Collection Account (whichever is applicable) pursuant to the Sale and
              Servicing
              Agreement.)

             

            2. The
              Mortgage Loan is being foreclosed.

             

            3. Mortgage
              Loan substituted. (The [Master Servicer] [Servicer] hereby certifies
              that a
              Qualified Substitute Mortgage Loan has been assigned and delivered
              to you along
              with the related Mortgage File pursuant to the Sale and Servicing
              Agreement.)

             

            4. Mortgage
              Loan repurchased. (The [Master Servicer] [Servicer] hereby certifies
              that the
              Purchase Price has been credited to the Servicing Account or the Collection
              Account (whichever is applicable) pursuant to the Sale and Servicing
              Agreement.)

             

            5. Other.
              (Describe)


            
              
                
                

              

              
                F-1

                
                  

                

              

              
                
                

              

            


             

            The
              undersigned acknowledges that the above Mortgage File will be held
              by the
              undersigned in accordance with the provisions of the Sale and Servicing
              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 Qualified Substitute Mortgage Loan (in which case
              the
              Mortgage File will be retained by us without obligation to return to
              you).

             

            Capitalized
              terms used herein shall have the meanings ascribed to them in the Sale
              and
              Servicing Agreement.

            
              	 	 
	 	 
	 	
                      [Name
                        of [Master Servicer] [Servicer]]

                    
	 	 
	 	 
	 	
                      By:

                    	 
	 	 	
                      Name:

                    	 
	 	 	
                      Title:

                    	
                      Servicing
                        Officer

                    


            

             

            

              
                
                  
                  

                

                
                  F-2

                  
                    

                  

                

                
                  
                  

                

              



            EXHIBIT
              G-1

             

            FORM
              OF RECEIPT OF MORTGAGE NOTE

             

            RECEIPT
              OF MORTGAGE NOTE

             

            Structured
              Asset Securities Corporation

            745
              Seventh Avenue, 7th
              Floor

            New
              York,
              New York 10019

             

             

            
              Thornburg
                Mortgage Securities Trust 2007-1

              Wilmington
                Trust Company, as Owner Trustee

              1100
                North Market Street

              Wilmington,
                Delaware 19890


            

             

            
              	 	
                      Re:
                        

                    	
                      Thornburg
                        Mortgage Securities Trust 2007-1, 

                    


              	 	 	Mortgage-Backed Notes, Series
                      2007-1 


            

             

             

            Ladies
              and Gentlemen:

             

            Pursuant
              to Section 2.01 of the Sale and Servicing Agreement, dated as of February
              1,
              2007, among Structured Asset Securities Corporation, as Depositor,
              Thornburg
              Mortgage Home Loans, Inc., as Initial Seller, Thornburg Mortgage Funding,
              Inc.,
              as Seller, Wells Fargo Bank, N.A., as Master Servicer and Securities
              Administrator, Wilmington Trust Company, as Owner Trustee and LaSalle
              Bank
              National Association, as Indenture Trustee and Custodian, we hereby
              acknowledge
              the receipt of the original Mortgage Note with respect to each Mortgage
              Loan
              listed on Exhibit 1, with any exceptions thereto listed on Exhibit
              2.

             

            
              	 	
                      LASALLE
                        BANK NATIONAL ASSOCIATION, as Indenture Trustee

                    
	 	 
	 	 
	 	
                      By:

                    	 
	 	
                      Name:

                    	 
	 	
                      Title:

                    	 
	 	 	 


            

             

             

            Dated:


            
              
                
                

              

              
                G-1-1

                
                  

                

              

              
                
                

              

            


             

            EXHIBIT
              1

             

            MORTGAGE
              LOAN SCHEDULE


            
              
                
                

              

              
                G-1-2

                
                  

                

              

              
                
                

              

            


             

            EXHIBIT
              2

             

            EXCEPTION
              REPORT


            
              
                
                

              

              
                G-1-3

                
                  

                

              

              
                
                

              

            


             

            EXHIBIT
              G-2

             

            FORM
              OF INTERIM CERTIFICATION OF INDENTURE TRUSTEE

             

            INTERIM
              CERTIFICATION OF INDENTURE TRUSTEE

             

            [date]

             

            Structured
              Asset Securities Corporation

            745
              Seventh Avenue, 7th
              Floor

            New
              York,
              New York 10019

             

            Thornburg
              Mortgage Home Loans, Inc.

            150
              Washington Avenue, Suite 302

            Santa
              Fe,
              New Mexico 87501

             

            Thornburg
              Mortgage Funding, Inc.

            150
              Washington Avenue, Suite 302

            Santa
              Fe,
              New Mexico 87501

             

            
              Thornburg
                Mortgage Securities Trust 2007-1

              Wilmington
                Trust Company, as Owner Trustee

              1100
                North Market Street

              Wilmington,
                Delaware 19890


            

             

            Wells
              Fargo Bank, N.A.

            9062
              Old
              Annapolis Road

            Columbia,
              Maryland 21045

             

            
              	 	
                      Re:

                    	
                      Sale
                        and Servicing Agreement by and among Structured
                        Asset Securities Corporation,
                        as Depositor, Thornburg Mortgage Home Loans, Inc., as Initial
                        Seller,
                        Thornburg Mortgage Funding, Inc., as Seller, Wells Fargo
                        Bank, N.A., as
                        Master Servicer and Securities Administrator, Wilmington
                        Trust Company, as
                        Owner Trustee and LaSalle Bank National Association, as Indenture
                        Trustee
                        and Custodian, Thornburg
                        Mortgage Securities Trust 2007-1 Mortgage-Backed Notes, Series
                        2007-1

                    


            

             

            Ladies
              and Gentlemen:

             

            In
              accordance with Section 2.02 of the above-captioned Sale and Servicing
              Agreement
              (the “Sale and Servicing Agreement”), the undersigned, as Indenture 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 the
              attached
              schedule) it has received:

             

            
              	 	
                      1.

                    	
                      all
                        documents required to be delivered to the Indenture Trustee
                        pursuant to
                        Section 2.01 of the Sale and Servicing Agreement are in its
                        possession;

                    


            

             

            
              	 	
                      2.

                    	
                      such
                        documents have been reviewed by the Indenture Trustee and
                        have not been
                        mutilated, damaged or torn and relate to such Mortgage Loan;
                        and

                    


            


            
              
                
                

              

              
                G-2-1

                
                  

                

              

              
                
                

              

            


             

            
              	 	
                      3.

                    	
                      based
                        on the Indenture Trustee’s examination and only as to the foregoing, the
                        information set forth in the Mortgage Loan Schedule that
                        corresponds to
                        items (i), (ii), (iii), (xiii), (xiv) and (xviii) of the
                        Mortgage Loan
                        Schedule accurately reflects information set forth in the
                        Mortgage
                        File.

                    


            

             

            Based
              on
              its review and examination and only as to the foregoing documents,
              such
              documents appear regular on their face and related to such Mortgage
              Loan.

             

            The
              Indenture Trustee has made no independent examination of any documents
              contained
              in each Mortgage File beyond the review specifically required in the
              Sale and
              Servicing Agreement. The Indenture Trustee makes no representations
              as to: (i)
              the validity, legality, sufficiency, enforceability or genuineness
              of any of the
              documents contained in each Mortgage File of any of the Mortgage Loans
              identified on the Mortgage Loan Schedule, or (ii) the collectibility,
              insurability, effectiveness or suitability of any such Mortgage
              Loan.

             

            Capitalized
              words and phrases used herein shall have the respective meanings assigned
              to
              them in the Sale and Servicing Agreement.

             

            
              	 	
                      LASALLE
                        BANK NATIONAL ASSOCIATION, as Indenture Trustee

                    
	 	 
	 	 
	 	
                      By:

                    	 
	 	
                      Name:

                    	 
	 	
                      Title:

                    	 
	 	 	 


            

             

            



            
              
                
                

              

              
                G-2-2

                
                  

                

              

              
                
                

              

            


             

            EXHIBIT
              G-3

             

            FORM
              OF FINAL CERTIFICATION OF TRUSTEE

             

            FINAL
              CERTIFICATION OF TRUSTEE

             

            [date]

             

            Structured
              Asset Securities Corporation

            745
              7th
              Avenue,
              7th
              Floor

            New
              York,
              New York 10019

             

            Thornburg
              Mortgage Home Loans, Inc.

            150
              Washington Avenue, Suite 302 

            Santa
              Fe,
              New Mexico 87501

             

            Thornburg
              Mortgage Funding, Inc.

            150
              Washington Avenue, Suite 302

            Santa
              Fe,
              New Mexico 87501

             

            
              Thornburg
                Mortgage Securities Trust 2007-1

              Wilmington
                Trust Company, as Owner Trustee

              1100
                North Market Street

              Wilmington,
                Delaware 19890


            

             

            Wells
              Fargo Bank, N.A.

            9062
              Old
              Annapolis Road

            Columbia,
              Maryland 21045

             

            
              	 	
                      Re:

                    	
                      Sale
                        and Servicing Agreement among Credit
                        Suisse First Boston Mortgage Securities Corp.,
                        as Depositor, Thornburg Mortgage Home Loans, Inc., as Initial
                        Seller,
                        Thornburg Mortgage Funding, Inc., as Seller, Wells Fargo
                        Bank, N.A., as
                        Master Servicer and Securities Administrator, Wilmington
                        Trust Company, as
                        Owner Trustee and LaSalle Bank National Association, as Indenture
                        Trustee
                        and Custodian, Thornburg
                        Mortgage Securities Trust 2007-1 Mortgage Backed Notes, Series
                        2007-1

                    


            

             

            Ladies
              and Gentlemen:

             

            In
              accordance with Section 2.02 of the above-captioned Sale and Servicing
              Agreement
              (the “Sale and Servicing Agreement”), the undersigned, as Indenture 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 the
              attached
              Document Exception Report) it has received all documents required to
              be
              delivered to the Indenture Trustee pursuant to Section 2.01 of the
              Sale and
              Servicing Agreement.

             

            Based
              on
              its review and examination and only as to the foregoing documents,
              (a) such
              documents appear regular on their face and related to such Mortgage
              Loan, and
              (b) the information set forth in items (i), (ii), (iii), (xiii), (xiv)
              and
              (xviii) of the definition of the “Mortgage Loan Schedule” in Section 1.01 of the
              Sale and Servicing Agreement accurately reflects information set forth
              in the
              Mortgage File.


            
              
                
                

              

              
                G-3-1

                
                  

                

              

              
                
                

              

            


             

            The
              Indenture Trustee has made no independent examination of any documents
              contained
              in each Mortgage File beyond the review specifically required in the
              Sale and
              Servicing Agreement. The Indenture Trustee makes no representations
              as to: (i)
              the validity, legality, sufficiency, enforceability or genuineness
              of any of the
              documents contained in each Mortgage File of any of the Mortgage Loans
              identified on the Mortgage Loan Schedule, or (ii) the collectibility,
              insurability, effectiveness or suitability of any such Mortgage
              Loan.

             

            Capitalized
              words and phrases used herein shall have the respective meanings assigned
              to
              them in the Sale and Servicing Agreement.

             

            
              	 	
                      LASALLE
                        BANK NATIONAL ASSOCIATION, as Indenture Trustee

                    
	 	 
	 	 
	 	
                      By:

                    	 
	 	
                      Name:

                    	 
	 	
                      Title:

                    	 
	 	 	 


            

             

            



            
              
                
                

              

              
                G-3-2

                
                  

                

              

              
                
                

              

            


             

            EXHIBIT
              H

             

            FORM
              OF LOST NOTE AFFIDAVIT

             

            Personally
              appeared before me the undersigned authority to administer oaths,
              ______________________ who first being duly sworn deposes and says:
              Deponent is
              ______________________ of Thornburg Mortgage Home Loans, Inc. (the
“Initial
              Seller”) and who has personal knowledge of the facts set out in this
              affidavit.

             

            On
              ___________________, _________________________ did execute and deliver
              a
              promissory note in the principal amount of $__________ (the
“Note”).

             

            That
              said
              note has been misplaced or lost through causes unknown and is currently
              lost and
              unavailable after diligent search has been made. The Initial Seller’s records
              show that an amount of principal and interest on said Note is still
              presently
              outstanding, due, and unpaid, and such Seller is still owner and holder
              in due
              course of said lost Note.

             

            The
              Seller executes this Affidavit for the purpose of inducing LaSalle
              Bank National
              Association, as indenture trustee on behalf of Thornburg Mortgage Securities
              Trust 2007-1, Mortgage Loan Pass-Through Certificates, Series 2007-1,
              to accept
              the transfer of the above described loan from the Initial Seller.

             

            The
              Initial Seller agrees to indemnify LaSalle Bank National Association
              and
              Structured Asset Securities Corporation and hold them harmless for
              any losses
              incurred by such parties resulting from the fact that the above described
              Note
              has been lost or misplaced.

             

            
              	
                      By:

                    	 
	 
	 


            

             

            


            
              	
                      STATE
                        OF

                    	
                      )

                    	 
	 	
                      )

                    	
                      ss:

                    
	
                      COUNTY
                        OF

                    	
                      )

                    	 


            

             

            On
              this
              ____ day of ___________ 20__, before me, a Notary Public, in and for
              said County
              and State, appeared ________________________, who acknowledged the
              extension of
              the foregoing and who, having been duly sworn, states that any representations
              therein contained are true.

             

            Witness
              my hand and Notarial Seal this ____ day of _______ 20__.

            
              	 
	 
	
                      My
                        commission expires
                        __________________.

                    


            

             

            



            
              
                
                

              

              
                H-1

                
                  

                

              

              
                
                

              

            


             

            EXHIBIT
              I

             

            [Reserved]


            
              
                
                

              

              
                H-1

                
                  

                

              

              
                
                

              

            


             

            EXHIBIT
              J-1

             

            [Reserved]


            
              
                
                

              

              
                J-1-1

                
                  

                

              

              
                
                

              

            


             

            EXHIBIT
              J-2

             

            [Reserved]


            
              
                
                

              

              
                J-2-1

                
                  

                

              

              
                
                

              

            


             

            EXHIBIT
              K

             

            [Reserved]


            
              
                
                

              

              
                K-1

                
                  

                

              

              
                
                

              

            


             

            EXHIBIT
              L

             

            [Reserved]


            
              
                
                

              

              
                L-1

                
                  

                

              

              
                
                

              

            


             

            EXHIBIT
              M

             

            FORM
              OF CERTIFICATE OF TRUST

             

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

             

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

             

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

             

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

             

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

             

            
              	 	
                      Wilmington
                        Trust Company,

                      as
                        Owner Trustee

                    
	 	 
	 	 
	 	
                      By:

                    	 
	 	 	
                      Name:

                    
	 	 	
                      Title:

                    
	 	 	 
	 	 	 


            

             

            



            
              
                
                

              

              
                M-1

                
                  

                

              

              
                
                

              

            


             

            EXHIBIT
              N

             

            LIST
              OF SERVICERS AND SERVICING AGREEMENTS

             

            
              	 	
                      1.

                    	
                      (a)
                        Servicing Agreement, dated as of March 1, 2002, among Thornburg
                        Mortgage
                        Home Loans, Inc. (“Thornburg”), as seller and servicer and Wells Fargo
                        Bank N.A. (“Wells Fargo”), as master servicer, as amended by the Amendment
                        to Servicing Agreement, dated as of December 1, 2002, and
                        as amended by
                        the Second Amendment to Servicing Agreement, dated as of
                        January 1, 2006,
                        and (b) the Subservicing Acknowledgement Agreement, dated
                        as of March 1,
                        2002, between Thornburg, as servicer, and Cenlar FSB, as
                        sub-servicer
                        (“Cenlar”), as amended by the Amendment to Subservicing Acknowledgement
                        Agreement, dated as of December 1, 2002, and by the Second
                        Amendment to
                        Subservicing Acknowledgement Agreement, dated as of January
                        1, 2006,
                        including the related Transfer Notice, dated February 21,
                        2007, from
                        Thornburg, as seller, to Thornburg, as servicer, and Cenlar,
                        as
                        sub-servicer.

                    


            

             

            
              	 	
                      2.

                    	
                      Amended
                        and Restated Correspondent Loan Purchase Agreement, dated
                        as of March 25,
                        2002, between Thornburg Mortgage Home Loans, Inc. (“Thornburg”) and First
                        Republic Bank (“First Republic”), including the related Transfer Notice,
                        dated February 21, 2007, from Thornburg to First
                        Republic.

                    


            

             

            
              	 	
                      3.

                    	
                      Amended
                        and Restated Correspondent Loan Purchase Agreement, dated
                        as of March 27,
                        2002, between Thornburg Mortgage Home Loans, Inc., (“Thornburg”) and
                        Colonial Savings, F.A. (“Colonial”), including the related Transfer
                        Notice, dated February 21, 2007, from Thornburg to
                        Colonial.

                    


            

             

            
              	 	
                      4.

                    	
                      Correspondent
                        Loan Purchase Agreement, dated as of January 31, 2006, between
                        Thornburg
                        Mortgage Home Loans, Inc. (“Thornburg”) and Mellon Trust of New England,
                        N.A. (“Mellon”), including the related Transfer Notice, dated February
                        21,
                        2007, from Thornburg to Mellon.

                    


            

             

            
              	 	
                      5.

                    	
                      Correspondent
                        Loan Purchase Agreement, dated as of April 6, 2006, between
                        Thornburg
                        Mortgage Home Loans, Inc. (“Thornburg”) and First Horizon Home Loan Corp.
                        (“First Horizon”), including the related Transfer Notice, dated February
                        21, 2007, from Thornburg to First
                        Horizon.

                    


            


            
              
                
                

              

              
                N-1

                
                  

                

              

              
                
                

              

            


             

            EXHIBIT
              O

             

            NOTICE
              OF EXERCISE OF OPTIONAL NOTES PURCHASE RIGHT

             

            Date__________________

            
              	
                      [INDENTURE
                        TRUSTEE]

                    
	 
	
                      [SECURITIES
                        ADMINISTRATOR]

                    
	 
	
                      [RATING
                        AGENCIES]

                    
	 
	
                      [MASTER
                        SERVICER]

                    
	 
	 


            

             

             

            
              	 	
                      Re:

                    	
                      Thornburg
                        Mortgage Securities Trust 2007-1

                    


            

             

            Ladies
              and Gentlemen:

             

            Pursuant
              to the terms of the Sale and Servicing Agreement (the “Agreement”), dated as of
              February 1, 2007, among Structured Asset Securities Corporation, as
              depositor,
              Thornburg Mortgage Home Loans, Inc., as initial seller, Thornburg Mortgage
              Funding, Inc., as seller, Wells Fargo Bank, N.A., as master servicer
              and
              securities administrator, LaSalle Bank National Association, as indenture
              trustee and custodian, and Wilmington Trust Company, as owner trustee,
              we hereby
              give notice of our exercise of the Optional Notes Purchase Right. We
              intend to
              purchase the outstanding Notes on the Payment Date in ______ 20__.


             

            
              	 	
                      Very
                        truly yours,

                       

                      THORNBURG
                        MORTGAGE, INC.

                    
	 	 
	 	 
	 	
                      By:

                    	 
	 	 	
                      Authorized
                        Officer

                    
	 	 	 
	 	 	 
	 	 	 


            


            
              
                
                

              

              
                O-1

                
                  

                

              

              
                
                

              

            


             

            EXHIBIT
              P

             

            [Reserved]


            
              
                
                

              

              
                P-1

                
                  

                

              

              
                
                

              

            


             

            EXHIBIT
              Q

             

            SERVICING
              CRITERIA

             

            The
              assessment of compliance to be delivered by Wells Fargo Bank, N.A.
              (“Wells
              Fargo”), in its capacities as Master Servicer and Securities Administrator,
              and
              LaSalle Bank National Association, in its capacity as Custodian, shall
              address,
              at a minimum, the criteria identified below as “Applicable Servicing
              Criteria”:

             

            
              	
                      Servicing
                        Criteria

                    	
                      Applicable

                      Servicing

                      Criteria
                        for Wells Fargo

                    	
                      Applicable

                      Servicing

                      Criteria
                        for LaSalle

                    
	
                      Reference

                    	
                      Criteria

                    	 	 
	 	
                      General
                        Servicing Considerations

                    	 	 


            

            
              	 	 	 	 
	
                      1122(d)(1)(i)

                    	
                      Policies
                        and procedures are instituted to monitor any performance
                        or other triggers
                        and events of default in accordance with the transaction
                        agreements.

                    	
                      X

                    	 
	
                      1122(d)(1)(ii)

                    	
                      If
                        any material servicing activities are outsourced to third
                        parties,
                        policies and procedures are instituted to monitor the third
                        party’s
                        performance and compliance with such servicing activities.

                    	
                      X

                    	 
	
                      1122(d)(1)(iii)

                    	
                      Any
                        requirements in the transaction agreements to maintain a
                        back-up servicer
                        for the mortgage loans are maintained.

                    	 	 
	
                      1122(d)(1)(iv)

                    	
                      A
                        fidelity bond and errors and omissions policy is in effect
                        on the party
                        participating in the servicing function throughout the reporting
                        period in
                        the amount of coverage required by and otherwise in accordance
                        with the
                        terms of the transaction agreements.

                    	
                      X

                    	 
	 	
                      Cash
                        Collection and Administration

                    	 	 
	
                      1122(d)(2)(i)

                    	
                      Payments
                        on mortgage loans 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

                    	 
	
                      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

                    	 
	
                      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 overcollateralization,
                        are separately
                        maintained (e.g., with respect to commingling of cash) as
                        set forth in the
                        transaction agreements.

                    	
                      X

                    	 


            

             

            
              
                
                

              

              
                Q-1

                
                  

                

              

              
                
                

              

              
                 

                
                  	
                          Servicing
                            Criteria

                        	
                          Applicable

                          Servicing

                          Criteria
                            for Wells Fargo

                        	
                          Applicable

                          Servicing

                          Criteria
                            for LaSalle

                        
	
                          Reference

                        	
                          Criteria

                        	 	 


                

              

            

            
              	
                      1122(d)(2)(v)

                    	
                      Each
                        custodial account is maintained at a federally insured depository
                        institution as set forth in the transaction agreements. For
                        purposes of
                        this criterion, “federally insured depository institution” with respect to
                        a foreign financial institution means a foreign financial
                        institution that
                        meets the requirements of Rule 13k-1(b)(1) of the Securities
                        Exchange
                        Act.

                    	
                      X

                    	 
	
                      1122(d)(2)(vi)

                    	
                      Unissued
                        checks are safeguarded so as to prevent unauthorized
                        access.

                    	 	 
	
                      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

                    	 
	 	
                      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 mortgage loans serviced by the
                        Servicer.

                    	
                      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

                    	 
	
                      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

                    	 
	
                      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

                    	 


            

             

            
              
                
                

              

              
                Q-2

                
                  

                

              

              
                
                

              

              
                 

                
                  	
                          Servicing
                            Criteria

                        	
                          Applicable

                          Servicing

                          Criteria
                            for Wells Fargo

                        	
                          Applicable

                          Servicing

                          Criteria
                            for LaSalle

                        
	
                          Reference

                        	
                          Criteria

                        	 	 


                

              

            

            
              	 	
                      Pool
                        Asset Administration

                    	 	 
	
                      1122(d)(4)(i)

                    	
                      Collateral
                        or security on mortgage loans is maintained as required by
                        the transaction
                        agreements or related mortgage loan documents.

                    	 	
                      X

                    
	
                      1122(d)(4)(ii)

                    	
                      Mortgage
                        loan and related documents are safeguarded as required by
                        the transaction
                        agreements.

                    	 	
                      X

                    
	
                      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 mortgage loans, including any payoffs, made in accordance
                        with the
                        related mortgage loan 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 mortgage loan documents.

                    	 	 
	
                      1122(d)(4)(v)

                    	
                      The
                        Servicer’s records regarding the mortgage loans 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 mortgage loans (e.g.,
                        loan modifications or re-agings) are made, reviewed and approved
                        by
                        authorized personnel in accordance with the transaction agreements
                        and
                        related pool asset documents.

                    	 	 
	
                      1122(d)(4)(vii)

                    	
                      Loss
                        mitigation or recovery actions (e.g., forbearance plans,
                        modifications and
                        deeds in lieu of foreclosure, foreclosures and repossessions,
                        as
                        applicable) are initiated, conducted and concluded in accordance
                        with the
                        timeframes or other requirements established by the transaction
                        agreements.

                    	 	 
	
                      1122(d)(4)(viii)

                    	
                      Records
                        documenting collection efforts are maintained during the
                        period a mortgage
                        loan 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 mortgage loans 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 mortgage loans with
                        variable
                        rates are computed based on the related mortgage loan
                        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 mortgage loan
                        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 mortgage
                        loan
                        documents and state laws; and (C) such funds are returned
                        to the obligor
                        within 30 calendar days of full repayment of the related
                        mortgage loans,
                        or such other number of days specified in the transaction
                        agreements.

                    	 	 


            

             

            
              
                
                

              

              
                Q-3

                
                  

                

              

              
                
                

              

              
                 

                
                  	
                          Servicing
                            Criteria

                        	
                          Applicable

                          Servicing

                          Criteria
                            for Wells Fargo

                        	
                          Applicable

                          Servicing

                          Criteria
                            for LaSalle

                        
	
                          Reference

                        	
                          Criteria

                        	 	 


                

              

            

            
              	
                      1122(d)(4)(xi)

                    	
                      Payments
                        made on behalf of an obligor (such as tax or insurance payments)
                        are made
                        on or before the related penalty or expiration dates, as
                        indicated on the
                        appropriate bills or notices for such payments, provided
                        that such support
                        has been received by the servicer at least 30 calendar days
                        prior to these
                        dates, or such other number of days specified in the transaction
                        agreements.

                    	 	 
	
                      1122(d)(4)(xii)

                    	
                      Any
                        late payment penalties in connection with any payment to
                        be made on behalf
                        of an obligor are paid from the servicer’s funds and not charged to the
                        obligor, unless the late payment was due to the obligor’s error or
                        omission.

                    	 	 
	
                      1122(d)(4)(xiii)

                    	
                      Disbursements
                        made on behalf of an obligor are posted within two business
                        days to the
                        obligor’s records maintained by the servicer, or such other number
                        of days
                        specified in the transaction agreements.

                    	 	 
	
                      1122(d)(4)(xiv)

                    	
                      Delinquencies,
                        charge-offs and uncollectible accounts are recognized and
                        recorded in
                        accordance with the transaction agreements.

                    	
                      X

                    	 
	
                      1122(d)(4)(xv)

                    	
                      Any
                        external enhancement or other support, identified in Item
                        1114(a)(1)
                        through (3) or Item 1115 of Regulation AB, is maintained
                        as set forth in
                        the transaction agreements.

                    	
                      X

                    	 
	 	 	 	 


            

             

            



            
              
                
                

              

              
                Q-4

                
                  

                

              

              
                
                

              

            


             

            EXHIBIT
              R

             

            ADDITIONAL
              FORM 10-D DISCLOSURE

             

            
              	
                      ADDITIONAL
                        FORM 10-D DISCLOSURE

                    
	
                      Item
                        on Form 10-D

                    	
                      Party
                        Responsible

                    


            

            
              	
                      Item
                        1: Distribution and Pool Performance Information

                    	 
	
                      Information
                        included in the Payment Date Statement

                    	
                      Servicer

                      Master
                        Servicer

                      Securities
                        Administrator

                    
	
                      Any
                        information required by 1121 which is NOT included on the
                        Payment Date
                        Statement

                    	
                      Depositor

                    
	
                      Item
                        2: Legal Proceedings

                    	 
	
                      Any
                        legal proceeding pending against the following entities or
                        their
                        respective property, that is material to Noteholders, including
                        any
                        proceeding known to be contemplated by governmental
                        authorities:

                    	 
	
                      ▪
                        Issuing Entity (Trust)

                    	
                      Indenture
                        Trustee, Master Servicer, Securities Administrator and
                        Depositor

                    
	
                      ▪
                        Sponsor (Initial Seller) (Seller)

                    	
                      Initial
                        Seller, Seller or Depositor

                    
	
                      ▪
                        Depositor

                    	
                      Depositor

                    
	
                      ▪
                        Indenture Trustee

                    	
                      Indenture
                        Trustee

                    
	
                      ▪
                        Securities Administrator

                    	
                      Securities
                        Administrator

                    
	
                      ▪
                        Master Servicer

                    	
                      Master
                        Servicer

                    
	
                      ▪
                        Custodian

                    	
                      Custodian

                    
	
                      ▪
                        1110(b) Originator

                    	
                      Depositor

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

                    	
                      Servicer

                    
	
                      ▪
                        Any other party contemplated by 1100(d)(1)

                    	
                      Depositor

                    
	
                      Item
                        3: Sale of Securities and Use of Proceeds

                    	
                      Depositor

                    
	
                      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.

                    	 
	
                      Item
                        4: Defaults Upon Senior Notes

                    	
                      Securities
                        Administrator

                      Indenture
                        Trustee (in the event of the

                      Master
                        Servicer’s termination)

                    


            

             

            
              
                
                

              

              
                R-1

                
                  

                

              

              
                
                

              

              
                 

                
                  	
                          ADDITIONAL
                            FORM 10-D DISCLOSURE

                        
	
                          Item
                            on Form 10-D

                        	
                          Party
                            Responsible

                        


                

              

            

            
              	
                      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)

                    	 
	
                      Item
                        5: Submission of Matters to a Vote of Security
                        Holders

                    	
                      Securities
                        Administrator

                      Indenture
                        Trustee

                    
	
                      Information
                        from Item 4 of Part II of Form 10-Q

                    	 
	
                      Item
                        6: Significant Obligors of Pool Assets

                    	
                      Depositor

                    
	
                      Item
                        1112(b) - Significant
                        Obligor Financial Information*

                    	 
	
                      *This
                        information need only be reported on the Form 10-D for the
                        payment 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
                        payment period
                        in which updated information is required pursuant to the
                        Items.

                    	 
	
                      Item
                        8: Other Information

                    	
                      Any
                        party responsible for the applicable Form 8-K Disclosure
                        item

                    
	
                      Disclose
                        any information required to be reported on Form 8-K during
                        the period
                        covered by the Form 10-D but not reported

                    	 
	
                      Item
                        9: Exhibits

                    	 
	
                      Payment
                        Date Statement to Noteholders

                    	
                      Securities
                        Administrator

                    
	
                      Exhibits
                        required by Item 601 of Regulation S-K, such as material
                        agreements

                    	
                      Depositor

                    


            

             

            



            
              
                
                

              

              
                R-2

                
                  

                

              

              
                
                

              

            


             

            EXHIBIT
              S

             

            ADDITIONAL
              FORM 10-K DISCLOSURE

             

            
              	
                      ADDITIONAL
                        FORM 10-K DISCLOSURE

                    
	
                      Item
                        on Form 10-K

                    	
                      Party
                        Responsible

                    


            

            
              	
                      Item
                        1B: Unresolved Staff Comments

                    	
                      Depositor

                    
	
                      Item
                        9B: Other Information

                    	
                      Any
                        party responsible for disclosure items on Form 8-K

                    
	
                      Disclose
                        any information required to be reported on Form 8-K during
                        the fourth
                        quarter covered by the Form 10-K but not reported

                    	 
	
                      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
                        payment 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
                        payment 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
                        payment period
                        in which updated information is required pursuant to the
                        Items.

                    	 


            

             

            
              
                
                

              

              
                S-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 Noteholders, including
                        any
                        proceeding known to be contemplated by governmental
                        authorities:

                    	 
	
                      ▪
                        Issuing Entity (Trust)

                    	
                      Indenture
                        Trustee, Master Servicer, Securities Administrator and
                        Depositor

                    
	
                      ▪
                        Sponsor (Initial Seller)

                    	
                      Initial
                        Seller or Depositor

                    
	
                      ▪
                        Depositor

                    	
                      Depositor

                    
	
                      ▪
                        Indenture Trustee

                    	
                      Indenture
                        Trustee

                    
	
                      ▪
                        Securities Administrator

                    	
                      Securities
                        Administrator

                    
	
                      ▪
                        Master Servicer

                    	
                      Master
                        Servicer

                    
	
                      ▪
                        Custodian

                    	
                      Custodian

                    
	
                      ▪
                        1110(b) Originator

                    	
                      Depositor

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

                    	
                      Servicer

                    
	
                      ▪
                        Any other party contemplated by 1100(d)(1)

                    	
                      Depositor

                    
	
                      Reg
                        AB Item 1119: Affiliations and Relationships

                    	 
	
                      Whether
                        (a) the Sponsor (Initial Seller) (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 Depositor and Issuing Entity (a)

                      Sponsor/Initial
                        Seller/Seller as to Sponsor/Initial Seller/Seller (a)

                    
	
                      ▪
                        Master Servicer

                    	
                      Master
                        Servicer

                    
	
                      ▪
                        Securities Administrator

                    	
                      Securities
                        Administrator

                    
	
                      ▪
                        Indenture Trustee

                    	
                      Indenture
                        Trustee

                    
	
                      ▪
                        Any other 1108(a)(3) servicer

                    	
                      Servicer

                    
	
                      ▪
                        Any 1110 Originator

                    	
                      Depositor/Sponsor

                    
	
                      ▪
                        Any 1112(b) Significant Obligor

                    	
                      Depositor/Sponsor

                    
	
                      ▪
                        Any 1114 Credit Enhancement Provider

                    	
                      Depositor/Sponsor

                    
	
                      ▪
                        Any 1115 Derivate Counterparty Provider

                    	
                      Depositor/Sponsor

                    
	
                      ▪
                        Any other 1101(d)(1) material party

                    	
                      Depositor/Sponsor

                    
	
                      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 (Initial Seller) (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 Noteholder’s understanding of the Notes:

                    	
                      Depositor
                        as to Depositor and Issuing Entity (a)

                      Sponsor/Initial
                        Seller/Seller as to Sponsor/Initial Seller/Seller
                        (a)

                    


            

             

            
              
                
                

              

              
                S-2

                
                  

                

              

              
                
                

              

              
                 

                
                  	
                          ADDITIONAL
                            FORM 10-K DISCLOSURE

                        
	
                          Item
                            on Form 10-K

                        	
                          Party
                            Responsible

                        


                

              

            

            
              	
                      ▪
                        Master Servicer

                    	
                      Master
                        Servicer

                    
	
                      ▪
                        Securities Administrator

                    	
                      Securities
                        Administrator

                    
	
                      ▪
                        Indenture Trustee

                    	
                      Indenture
                        Trustee

                    
	
                      ▪
                        Any other 1108(a)(3) servicer

                    	
                      Servicer

                    
	
                      ▪
                        Any 1110 Originator

                    	
                      Depositor/Sponsor

                    
	
                      ▪
                        Any 1112(b) Significant Obligor

                    	
                      Depositor/Sponsor

                    
	
                      ▪
                        Any 1114 Credit Enhancement Provider

                    	
                      Depositor/Sponsor

                    
	
                      ▪
                        Any 1115 Derivate Counterparty Provider

                    	
                      Depositor/Sponsor

                    
	
                      ▪
                        Any other 1101(d)(1) material party

                    	
                      Depositor/Sponsor

                    
	
                      Whether
                        there are any specific relationships involving the transaction
                        or the pool
                        assets between (a) the Sponsor (Initial Seller) (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 Depositor and Issuing Entity

                      Sponsor/Initial
                        Seller/Seller as to Sponsor/Initial Seller/Seller

                    
	
                      ▪
                        Master Servicer

                    	
                      Master
                        Servicer

                    
	
                      ▪
                        Securities Administrator

                    	
                      Securities
                        Administrator

                    
	
                      ▪
                        Indenture Trustee

                    	
                      Indenture
                        Trustee

                    
	
                      ▪
                        Any other 1108(a)(3) servicer

                    	
                      Servicer

                    
	
                      ▪
                        Any 1110 Originator

                    	
                      Depositor/Sponsor

                    
	
                      ▪
                        Any 1112(b) Significant Obligor

                    	
                      Depositor/Sponsor

                    
	
                      ▪
                        Any 1114 Credit Enhancement Provider

                    	
                      Depositor/Sponsor

                    
	
                      ▪
                        Any 1115 Derivate Counterparty Provider

                    	
                      Depositor/Sponsor

                    
	
                      ▪
                        Any other 1101(d)(1) material party

                    	
                      Depositor/Sponsor

                    


            

             

            



            
              
                
                

              

              
                S-3

                
                  

                

              

              
                
                

              

            


             

            EXHIBIT
              T

             

            ADDITIONAL
              FORM 8-K DISCLOSURE

             

            
              	
                      FORM
                        8-K DISCLOSURE INFORMATION

                    
	
                      Item
                        on Form 8-K

                    	
                      Party
                        Responsible

                    


            

            
              	
                      Item
                        1.01- Entry into a Material Definitive Agreement

                    	
                      All
                        parties

                    
	
                      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

                    	 
	
                      Item
                        1.02- Termination of a Material Definitive
                        Agreement

                    	
                      All
                        parties

                    
	
                      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.

                    	 
	
                      Item
                        1.03- Bankruptcy or Receivership

                    	
                      Depositor

                    
	
                      Disclosure
                        is required regarding the bankruptcy or receivership, with
                        respect to any
                        of the following:

                    	 
	
                      ▪
                        Sponsor (Initial Seller) (Seller)

                    	
                      Sponsor
                        (Initial Seller) (Seller)

                    
	
                      ▪
                        Depositor

                    	
                      Depositor

                    
	
                      ▪
                        Master Servicer

                    	
                      Master
                        Servicer

                    
	
                      ▪
                        Affiliated Servicer

                    	
                      Servicer

                    
	
                      ▪
                        Other Servicer servicing 20% or more of the pool assets at
                        the time of the
                        report

                    	
                      Servicer

                    
	
                      ▪
                        Other material servicers

                    	
                      Servicer

                    
	
                      ▪
                        Indenture Trustee

                    	
                      Indenture
                        Trustee

                    
	
                      ▪
                        Securities Administrator

                    	
                      Securities
                        Administrator

                    


            

             

            
              
                
                

              

              
                T-1

                
                  

                

              

              
                
                

              

              
                 

                
                  	
                          FORM
                            8-K DISCLOSURE INFORMATION

                        
	
                          Item
                            on Form 8-K

                        	
                          Party
                            Responsible

                        


                

              

            

            
              	
                      ▪
                        Significant Obligor

                    	
                      Depositor

                    
	
                      ▪
                        Credit Enhancer (10% or more)

                    	
                      Depositor

                    
	
                      ▪
                        Derivative Counterparty

                    	
                      Depositor

                    
	
                      ▪
                        Custodian

                    	
                      Custodian

                    
	
                      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 Payment Date Statements to the noteholders.

                    	
                      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 Sale and Servicing
                        Agreement.

                    	
                      Securities
                        Administrator

                      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/Indenture
                        Trustee (if change of the

                      Securities
                        Administrator)

                    
	
                      Reg
                        AB disclosure about any new servicer or master servicer is
                        also
                        required.

                    	
                      Servicer/Master
                        Servicer/Depositor

                    
	
                      Reg
                        AB disclosure about any new Indenture Trustee is also
                        required.

                    	
                      Indenture
                        Trustee

                    


            

             

            
              
                
                

              

              
                T-2

                
                  

                

              

              
                
                

              

              
                 

                
                  	
                          FORM
                            8-K DISCLOSURE INFORMATION

                        
	
                          Item
                            on Form 8-K

                        	
                          Party
                            Responsible

                        


                

              

            

            
              	
                      Item
                        6.03- Change in Credit Enhancement or External
                        Support

                    	
                      Depositor/Securities
                        Administrator

                    
	
                      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.

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

                    	
                      Depositor

                    
	
                      Item
                        6.04- Failure to Make a Required Distribution

                    	
                      Securities
                        Administrator

                    
	
                      Item
                        6.05- Securities Act Updating Disclosure

                    	
                      Depositor

                    
	
                      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.

                    	 
	
                      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

                    	
                      Depositor

                    
	
                      Any
                        event, with respect to which information is not otherwise
                        called for in
                        Form 8-K, that the registrant deems of importance to
                        certificateholders.

                    	 
	
                      Item
                        9.01- Financial Statements and Exhibits

                    	
                      Responsible
                        party for reporting/disclosing the financial statement or
                        exhibit

                    


            

             

            



            
              
                
                

              

              
                T-3

                
                  

                

              

              
                
                

              

            


             

            EXHIBIT
              U

             

            FORM
              OF ADDITIONAL DISCLOSURE NOTIFICATION

             

            Wells
              Fargo Bank, N.A. as Securities Administrator 

            9062
              Old
              Annapolis Road

            Columbia,
              Maryland 21045

            Fax:
              (410) 715-2380

            E-mail:
              cts.sec.notifications@wellsfargo.com

             

            Attn:
              Corporate Trust Services - THORNBURG MORTGAGE TRUST 2007-1-SEC REPORT
              PROCESSING

             

            RE:
              Additional Form [ ] Disclosure Required

             

            Ladies
              and Gentlemen:

             

            In
              accordance with Section 3.19(a)(ii) of the Sale and Servicing Agreement
              dated as
              of February 1, 2007 by and among the Structured Asset Securities Corporation,
              as
              depositor, Thornburg Mortgage Home Loans, Inc., as initial seller,
              Thornburg
              Mortgage Funding, Inc., as seller, Wells Fargo Bank, N.A., as master
              servicer
              and securities administrator, the Wilmington Trust Company, as owner
              trustee and
              LaSalle Bank National Association, as indenture trustee and custodian,
              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 [ ]
                        Disclosure:

                    
	 
	 
	 


            

             

             

            Any
              inquiries related to this notification should be directed to [ ], phone
              number:
              [ ]; email address: [ ].

             

            
              	 	
                      [NAME
                        OF PARTY]

                      as
                        [role]

                    
	 	 
	 	 
	 	
                      By:

                    	 
	 	 	
                      Name:

                    
	 	 	
                      Title:

                    


            

             

            
              
                
                

              

              
                U-1

                
                  

                

              

              
                
                

              

            

            



            
              
                
                

              

              
                U-2

                
                  

                

              

              
                
                

              

            


             

            SCHEDULE
              I

             

            MORTGAGE
              LOAN SCHEDULE