STRUCTURED
      ASSET SECURITIES CORPORATION,

    as
      Depositor,

    


    AURORA
      LOAN SERVICES LLC,

    as
      Master
      Servicer,

    


    and

    


    LASALLE
      BANK NATIONAL ASSOCIATION,

    as
      Trustee

    


    ___________________________

    


    TRUST
      AGREEMENT

     

    Dated
      as
      of December 1, 2006

    ___________________________

    


    LEHMAN
      XS
      TRUST

    MORTGAGE
      PASS-THROUGH CERTIFICATES,

    SERIES
      2006-20


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TABLE
      OF
      CONTENTS

    


    

      Page

      
        	 	 
	
                ARTICLE
                  I DEFINITIONS

              	
                14

              
	 	 
	
                Section
                  1.01.

              	
                Definitions.

              	
                14

              
	
                Section
                  1.02.

              	
                Calculations
                  Respecting Mortgage Loans.

              	
                54

              
	
                Section
                  1.03.

              	
                Calculations
                  Respecting Accrued Interest.

              	
                54

              
	 	 
	
                ARTICLE
                  II DECLARATION OF TRUST; ISSUANCE OF CERTIFICATES

              	
                54

              
	 	 
	
                Section
                  2.01.

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

              	
                54

              
	
                Section
                  2.02.

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

              	
                58

              
	
                Section
                  2.03.

              	
                Representations
                  and Warranties of the Depositor.

              	
                60

              
	
                Section
                  2.04.

              	
                Discovery
                  of Breach.

              	
                62

              
	
                Section
                  2.05.

              	
                Repurchase,
                  Purchase or Substitution of Mortgage Loans.

              	
                62

              
	
                Section
                  2.06.

              	
                Grant
                  Clause.

              	
                64

              
	 	 
	
                ARTICLE
                  III THE CERTIFICATES

              	
                65

              
	 	 
	
                Section
                  3.01.

              	
                The
                  Certificates.

              	
                65

              
	
                Section
                  3.02.

              	
                Registration.

              	
                65

              
	
                Section
                  3.03.

              	
                Transfer
                  and Exchange of Certificates.

              	
                66

              
	
                Section
                  3.04.

              	
                Cancellation
                  of Certificates.

              	
                70

              
	
                Section
                  3.05.

              	
                Replacement
                  of Certificates.

              	
                70

              
	
                Section
                  3.06.

              	
                Persons
                  Deemed Owners.

              	
                71

              
	
                Section
                  3.07.

              	
                Temporary
                  Certificates.

              	
                71

              
	
                Section
                  3.08.

              	
                Appointment
                  of Paying Agent.

              	
                71

              
	
                Section
                  3.09.

              	
                Book-Entry
                  Certificates.

              	
                72

              
	 	 
	
                ARTICLE
                  IV ADMINISTRATION OF THE TRUST FUND

              	
                73

              
	 	 
	
                Section
                  4.01.

              	
                Collection
                  Account.

              	
                73

              
	
                Section
                  4.02.

              	
                Application
                  of Funds in the Collection Account.

              	
                75

              
	
                Section
                  4.03.

              	
                Reports
                  to Certificateholders.

              	
                77

              
	
                Section
                  4.04.

              	
                Certificate
                  Account.

              	
                81

              
	 	 
	
                ARTICLE
                  V DISTRIBUTIONS TO HOLDERS OF CERTIFICATES

              	
                82

              
	 	 
	
                Section
                  5.01.

              	
                Distributions
                  Generally.

              	
                82

              
	
                Section
                  5.02.

              	
                Distributions
                  from the Certificate Account.

              	
                83

              
	
                Section
                  5.03.

              	
                Allocation
                  of Losses.

              	
                94

              
	
                Section
                  5.04.

              	
                Advances
                  by Master Servicer, Servicers and Trustee.

              	
                95

              
	
                Section
                  5.05.

              	
                Compensating
                  Interest Payments.

              	
                96

              
	
                Section
                  5.06.

              	
                Basis
                  Risk Reserve Fund.

              	
                96

              
	
                Section
                  5.07.

              	
                Supplemental
                  Interest Trust.

              	
                97

              
	
                Section
                  5.08.

              	
                Rights
                  of Swap Counterparty.

              	
                99

              


      

       

       

      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

      

       

      
        	
                Section
                  5.09.

              	
                Termination
                  Receipts.

              	
                100

              
	 	 
	
                ARTICLE
                  VI CONCERNING THE TRUSTEE EVENTS OF DEFAULT

              	
                102

              
	 	 
	
                Section
                  6.01.

              	
                Duties
                  of Trustee.

              	
                102

              
	
                Section
                  6.02.

              	
                Certain
                  Matters Affecting the Trustee.

              	
                105

              
	
                Section
                  6.03.

              	
                Trustee
                  Not Liable for Certificates.

              	
                107

              
	
                Section
                  6.04.

              	
                Trustee
                  May Own Certificates.

              	
                107

              
	
                Section
                  6.05.

              	
                Eligibility
                  Requirements for Trustee.

              	
                107

              
	
                Section
                  6.06.

              	
                Resignation
                  and Removal of Trustee.

              	
                108

              
	
                Section
                  6.07.

              	
                Successor
                  Trustee.

              	
                109

              
	
                Section
                  6.08.

              	
                Merger
                  or Consolidation of Trustee.

              	
                109

              
	
                Section
                  6.09.

              	
                Appointment
                  of Co-Trustee, Separate Trustee or Custodian.

              	
                110

              
	
                Section
                  6.10.

              	
                Authenticating
                  Agents.

              	
                112

              
	
                Section
                  6.11.

              	
                Indemnification
                  of Trustee.

              	
                112

              
	
                Section
                  6.12.

              	
                Fees
                  and Expenses of Trustee and Custodians.

              	
                113

              
	
                Section
                  6.13.

              	
                Collection
                  of Monies.

              	
                114

              
	
                Section
                  6.14.

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

              	
                114

              
	
                Section
                  6.15.

              	
                Additional
                  Remedies of Trustee Upon Event of Default.

              	
                118

              
	
                Section
                  6.16.

              	
                Waiver
                  of Defaults.

              	
                118

              
	
                Section
                  6.17.

              	
                Notification
                  to Holders.

              	
                119

              
	
                Section
                  6.18.

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

              	
                119

              
	
                Section
                  6.19.

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

              	
                119

              
	
                Section
                  6.20.

              	
                Preparation
                  of Tax Returns and Reports to the Commission.

              	
                120

              
	
                Section
                  6.21.

              	
                Compliance
                  with Regulation AB.

              	
                128

              
	
                Section
                  6.22.

              	
                Reporting
                  Requirements of the Commission.

              	
                129

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

              	
                129

              
	 	 
	
                Section
                  7.01.

              	
                Purchase
                  of Mortgage Loans; Termination of the Trust Fund Upon Purchase
                  or
                  Liquidation of Mortgage Loans; Purchase of the Pooling REMIC 1
                  Regular
                  Interests.

              	
                129

              
	
                Section
                  7.02.

              	
                Procedure
                  Upon Termination of Trust Fund or Purchase of Pooling REMIC 1 Regular
                  Interests.

              	
                131

              
	
                Section
                  7.03.

              	
                Additional
                  Requirements for any Trust Fund Termination Event or Purchase of
                  the
                  Pooling REMIC 1 Regular Interests.

              	
                132

              
	
                Section
                  7.04.

              	
                Optional
                  Purchase Right of NIMS Insurer.

              	
                133

              
	 	 
	
                ARTICLE
                  VIII RIGHTS OF CERTIFICATEHOLDERS

              	
                134

              
	 	 
	
                Section
                  8.01.

              	
                Limitation
                  on Rights of Holders.

              	
                134

              
	
                Section
                  8.02.

              	
                Access
                  to List of Holders.

              	
                134

              
	
                Section
                  8.03.

              	
                Acts
                  of Holders of Certificates.

              	
                135

              
	 	 


      

       

       

      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

      

       

      
        	
                ARTICLE
                  IX ADMINISTRATION AND SERVICING OF MORTGAGE LOANS BY THE MASTER
                  SERVICER

              	
                136

              
	 	 
	
                Section
                  9.01.

              	
                Duties
                  of the Master Servicer.

              	
                136

              
	
                Section
                  9.02.

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

              	
                136

              
	
                Section
                  9.03.

              	
                Master
                  Servicer’s Financial Statements and Related Information.

              	
                137

              
	
                Section
                  9.04.

              	
                Power
                  to Act; Procedures.

              	
                137

              
	
                Section
                  9.05.

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

              	
                139

              
	
                Section
                  9.06.

              	
                Collection
                  of Taxes, Assessments and Similar Items.

              	
                140

              
	
                Section
                  9.07.

              	
                Termination
                  of Servicing Agreements; Successor Servicers.

              	
                141

              
	
                Section
                  9.08.

              	
                Master
                  Servicer Liable for Enforcement.

              	
                142

              
	
                Section
                  9.09.

              	
                No
                  Contractual Relationship Between Any Servicer and Trustee or
                  Depositor.

              	
                142

              
	
                Section
                  9.10.

              	
                Assumption
                  of Servicing Agreement by Trustee.

              	
                142

              
	
                Section
                  9.11.

              	
                Due-on-Sale
                  Clauses; Assumption Agreements; Easements.

              	
                143

              
	
                Section
                  9.12.

              	
                Release
                  of Mortgage Files.

              	
                143

              
	
                Section
                  9.13.

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

              	
                144

              
	
                Section
                  9.14.

              	
                Representations
                  and Warranties of the Master Servicer.

              	
                145

              
	
                Section
                  9.15.

              	
                Opinion.

              	
                148

              
	
                Section
                  9.16.

              	
                Standard
                  Hazard and Flood Insurance Policies.

              	
                148

              
	
                Section
                  9.17.

              	
                Presentment
                  of Claims and Collection of Proceeds.

              	
                148

              
	
                Section
                  9.18.

              	
                Maintenance
                  of the Primary Mortgage Insurance Policies.

              	
                149

              
	
                Section
                  9.19.

              	
                Trustee
                  To Retain Possession of Certain Insurance Policies and
                  Documents.

              	
                149

              
	
                Section
                  9.20.

              	
                Realization
                  Upon Defaulted Mortgage Loans.

              	
                150

              
	
                Section
                  9.21.

              	
                Compensation
                  to the Master Servicer.

              	
                150

              
	
                Section
                  9.22.

              	
                REO
                  Property.

              	
                151

              
	
                Section
                  9.23.

              	
                Notice
                  to the Sponsor, the Depositor and the Trustee.

              	
                151

              
	
                Section
                  9.24.

              	
                Reports
                  to the Trustee.

              	
                152

              
	
                Section
                  9.25.

              	
                Assessment
                  of Compliance and Attestation Reports.

              	
                152

              
	
                Section
                  9.26.

              	
                Annual
                  Statement of Compliance with Applicable Servicing Criteria
                  .

              	
                154

              
	
                Section
                  9.27.

              	
                Merger
                  or Consolidation.

              	
                154

              
	
                Section
                  9.28.

              	
                Resignation
                  of Master Servicer.

              	
                155

              
	
                Section
                  9.29.

              	
                Assignment
                  or Delegation of Duties by the Master Servicer.

              	
                155

              
	
                Section
                  9.30.

              	
                Limitation
                  on Liability of the Master Servicer and Others.

              	
                155

              
	
                Section
                  9.31.

              	
                Indemnification;
                  Third-Party Claims.

              	
                156

              
	 	 
	
                ARTICLE
                  X REMIC ADMINISTRATION

              	
                157

              
	 	 
	
                Section
                  10.01.

              	
                REMIC
                  Administration.

              	
                157

              
	
                Section
                  10.02.

              	
                Prohibited
                  Transactions and Activities.

              	
                160

              
	
                Section
                  10.03.

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

              	
                160

              
	
                Section
                  10.04.

              	
                REO
                  Property.

              	
                161

              
	 	 
	
                ARTICLE
                  XI MISCELLANEOUS PROVISIONS

              	
                161

              
	 	 
	
                Section
                  11.01.

              	
                Binding
                  Nature of Agreement; Assignment.

              	
                161

              


      

       

       

      
        
          
          

        

        
          iii

          
            

          

        

        
          
          

        

      

       

      
        	
                Section
                  11.02.

              	
                Entire
                  Agreement.

              	
                161

              
	
                Section
                  11.03.

              	
                Amendment.

              	
                161

              
	
                Section
                  11.04.

              	
                Voting
                  Rights.

              	
                163

              
	
                Section
                  11.05.

              	
                Provision
                  of Information.

              	
                163

              
	
                Section
                  11.06.

              	
                Governing
                  Law.

              	
                164

              
	
                Section
                  11.07.

              	
                Notices.

              	
                164

              
	
                Section
                  11.08.

              	
                Severability
                  of Provisions.

              	
                164

              
	
                Section
                  11.09.

              	
                Indulgences;
                  No Waivers.

              	
                165

              
	
                Section
                  11.10.

              	
                Headings
                  Not To Affect Interpretation.

              	
                165

              
	
                Section
                  11.11.

              	
                Benefits
                  of Agreement.

              	
                165

              
	
                Section
                  11.12.

              	
                Special
                  Notices to the Rating Agencies and any NIMS Insurer.

              	
                165

              
	
                Section
                  11.13.

              	
                Conflicts.

              	
                166

              
	
                Section
                  11.14.

              	
                Counterparts.

              	
                166

              
	
                Section
                  11.15.

              	
                Transfer
                  of Servicing.

              	
                166

              


      

      


      


      



      
        
          
          

        

        
          iv

          
            

          

        

        
          
          

        

      


      ATTACHMENTS

      


      
        	
                Exhibit
                  A

              	
                Forms
                  of Certificates

              
	
                Exhibit
                  B-1

              	
                Form
                  of Initial Certification

              
	
                Exhibit
                  B-2

              	
                Form
                  of Interim Certification

              
	
                Exhibit
                  B-3

              	
                Form
                  of Final Certification

              
	
                Exhibit
                  B-4

              	
                Form
                  of Endorsement

              
	
                Exhibit
                  C

              	
                Request
                  for Release of Documents and Receipt

              
	
                Exhibit
                  D-l

              	
                Form
                  of Residual Certificate Transfer Affidavit (Transferee)

              
	
                Exhibit
                  D-2

              	
                Form
                  of Residual Certificate Transfer Affidavit (Transferor)

              
	
                Exhibit
                  E

              	
                Servicing
                  Agreement for Aurora Loan Services LLC 

              
	
                Exhibit
                  F

              	
                Form
                  of Rule 144A Transfer Certificate

              
	
                Exhibit
                  G

              	
                Form
                  of Purchaser’s Letter for Institutional Accredited
                  Investors

              
	
                Exhibit
                  H

              	
                Form
                  of ERISA Transfer Affidavit

              
	
                Exhibit
                  I

              	
                [Reserved]

              
	
                Exhibit
                  J

              	
                [Reserved]

              
	
                Exhibit
                  K

              	
                Custodial
                  Agreements for LaSalle Bank National Association, U.S. Bank National
                  Association, Wells Fargo Bank, N.A. and Deutsche Bank National
                  Trust
                  Company

              
	
                Exhibit
                  L

              	
                [Reserved]

              
	
                Exhibit
                  M

              	
                Form
                  of Back-up Certification to be Provided by the Trustee to the Depositor
                  

              
	
                Exhibit
                  N-1

              	
                Swap
                  Agreement

              
	
                Exhibit
                  N-2

              	
                Cap
                  Agreement

              
	
                Exhibit
                  O

              	
                Servicing
                  Criteria to be Addressed in Report on Assessment of
                  Compliance

              
	
                Exhibit
                  P

              	
                Transaction
                  Parties

              
	
                Exhibit
                  Q

              	
                Additional
                  Form 10-D Disclosure

              
	
                Exhibit
                  R

              	
                Additional
                  Form 10-K Disclosure

              
	
                Exhibit
                  S

              	
                Additional
                  Form 8-K Disclosure

              
	 	 
	
                Schedule
                  A

              	
                Mortgage
                  Loan Schedule (by Mortgage
                  Pool)

              


      

    

    



    
      
        
        

      

      
        v

        
          

        

      

      
        
        

      

    


    This
      TRUST AGREEMENT (“Trust Agreement”), dated as of December 1, 2006 (the
“Agreement”), is by and among STRUCTURED ASSET SECURITIES CORPORATION, a
      Delaware corporation, as depositor (the “Depositor”), AURORA LOAN SERVICES LLC,
      as master servicer (the “Master Servicer”), and LASALLE BANK NATIONAL
      ASSOCIATION, a national banking association, as trustee (the
“Trustee”).

    


    PRELIMINARY
      STATEMENT 

    


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

     

    As
      provided herein, an election shall be made that the Trust Fund (exclusive of
      (i)
      the Basis Risk Reserve Fund, (ii) the Swap Agreement, (iii) the Swap Account,
      (iv) the Cap Agreement, (v) the Cap Account, (vi) the Supplemental Interest
      Trust, (vii) the obligation to pay Class I Shortfalls, (viii) the Collateral
      Account and (ix) the rights to receive (and the obligations to pay) Basis Risk
      Shortfalls and Unpaid Basis Risk Shortfalls (collectively, the “Excluded Trust
      Assets”), be treated for federal income tax purposes as comprising four real
      estate mortgage investment conduits (each, a “REMIC”): Pooling REMIC 1,
      Lower-Tier REMIC 1, Middle-Tier REMIC 1 and the Upper-Tier REMIC. 

     

    Pooling
      REMIC 1 shall hold the assets of the Trust Fund, other than any Excluded Trust
      Assets, and shall issue several uncertificated interests and shall also issue
      the Class LT-R Certificate, which is hereby designated as the sole residual
      interest in Pooling REMIC 1. Each uncertificated interest in Pooling REMIC
      1 is
      hereby designated as a REMIC regular interest. 

     

    Lower-Tier
      REMIC 1 shall hold the uncertificated interests issued by Pooling REMIC 1 and
      shall issue several uncertificated interests. Each such interest, other than
      the
      LT1-R Interest, is hereby designated as a REMIC regular interest. The LT1-R
      Interest is hereby designated as the sole residual interest in Lower-Tier REMIC
      1.

     

    Middle-Tier
      REMIC 1 shall hold the uncertificated interests issued by Lower-Tier REMIC
      1,
      other than the LT1-R Interest, and shall issue several uncertificated interests.
      Each such interest, other than the Class MT1-R Interest, is hereby designated
      as
      a REMIC regular interest. The Class MT1-R Interest is hereby designated as
      the
      sole residual interest in Middle-Tier REMIC 1.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    The
      Upper-Tier REMIC shall hold the uncertificated interests issued by Middle-Tier
      REMIC 1, other than the Class MT1-R Interest. Each of the Offered Certificates
      represent ownership of regular interests in the Upper-Tier REMIC. Each of the
      Offered Certificates (other than the Class A-IO Certificates) also represents
      the right to receive Basis Risk Shortfalls or Unpaid Basis Risk Shortfalls.
      In
      addition, each of the Offered Certificates represents the obligation to pay
      Class I Shortfalls. For federal income tax purposes, the Class X Certificates
      represent ownership of regular interests in the Upper-Tier REMIC and also
      represent the obligation to make payments in respect of Basis Risk Shortfalls
      or
      Unpaid Basis Risk Shortfalls to the Offered Certificates to the extent payable
      from Monthly Excess Cashflow. The Class C-X and Class S-X Certificates shall
      not
      represent an interest in any REMIC formed hereby. The Class P Certificates
      represent ownership of regular interests in the Upper-Tier REMIC. The Class
      R
      Certificate represents ownership of the sole class of residual interest in
      the
      Upper-Tier REMIC as well as ownership of the Class LT1-R and Class MT1-R
      Interests.

     

    Pooling
      REMIC 1

    


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

     

    On
      each
      Distribution Date, the Trustee shall first pay or charge as an expense of
      Pooling REMIC 1 all expenses of the Trust Fund (other than any expenses with
      respect to the Swap Agreement) that are deducted in computing the Interest
      Remittance Amount for such Distribution Date.

     

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

     

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

     

    On
      each
      Distribution Date, the Trustee shall distribute the Prepayment Premiums
      collected during the preceding Prepayment Period, in the case of Principal
      Prepayments in full, or during the related Collection Period, in the case of
      Principal Prepayments in part, to the Pooling REMIC 1 Regular Interest
      corresponding to the Mortgage Loan with respect to which such amounts were
      received.

     


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    Lower-Tier
      REMIC 1

     

    The
      following table sets forth (or describes) the designation, interest rate, and
      initial principal balance for each interest in Lower-Tier REMIC 1, each of
      which, other than the LT1-R Lower-Tier Interest) is hereby designated as a
      regular interest in Lower-Tier REMIC 1 (the “Lower-Tier REMIC 1 Regular
      Interests):


    
      	
              Designation

            	 	
              Initial
                Principal Balance

            	 	
               

              Interest
                Rate

            	 
	
              LT1-A

            	 	
              $

            	
              25,837,637.69

            	 	 	
              (1)

            	 
	
              LT1-F1

            	 	
              $

            	
              18,059,931.50

            	 	 	
              (2)

            	 
	
              LT1-V1

            	 	
              $

            	
              18,059,931.50

            	 	 	
              (3)

            	 
	
              LT1-F2

            	 	
              $

            	
              11,822,760.00

            	 	 	
              (2)

            	 
	
              LT1-V2

            	 	
              $

            	
              11,822,760.00

            	 	 	
              (3)

            	 
	
              LT1-F3

            	 	
              $

            	
              11,785,598.00

            	 	 	
              (2)

            	 
	
              LT1-V3

            	 	
              $

            	
              11,785,598.00

            	 	 	
              (3)

            	 
	
              LT1-F4

            	 	
              $

            	
              10,986,807.50

            	 	 	
              (2)

            	 
	
              LT1-V4

            	 	
              $

            	
              10,986,807.50

            	 	 	
              (3)

            	 
	
              LT1-F5

            	 	
              $

            	
              10,729,386.50

            	 	 	
              (2)

            	 
	
              LT1-V5

            	 	
              $

            	
              10,729,386.50

            	 	 	
              (3)

            	 
	
              LT1-F6

            	 	
              $

            	
              10,648,632.50

            	 	 	
              (2)

            	 
	
              LT1-V6

            	 	
              $

            	
              10,648,632.50

            	 	 	
              (3)

            	 
	
              LT1-F7

            	 	
              $

            	
              9,992,087.00

            	 	 	
              (2)

            	 
	
              LT1-V7

            	 	
              $

            	
              9,992,087.00

            	 	 	
              (3)

            	 
	
              LT1-F8

            	 	
              $

            	
              9,486,742.00

            	 	 	
              (2)

            	 
	
              LT1-V8

            	 	
              $

            	
              9,486,742.00

            	 	 	
              (3)

            	 
	
              LT1-F9

            	 	
              $

            	
              9,220,032.00

            	 	 	
              (2)

            	 
	
              LT1-V9

            	 	
              $

            	
              9,220,032.00

            	 	 	
              (3)

            	 
	
              LT1-F10

            	 	
              $

            	
              8,824,157.00

            	 	 	
              (2)

            	 
	
              LT1-V10

            	 	
              $

            	
              8,824,157.00

            	 	 	
              (3)

            	 
	
              LT1-F11

            	 	
              $

            	
              26,497,239.00

            	 	 	
              (2)

            	 
	
              LT1-V11

            	 	
              $

            	
              26,497,239.00

            	 	 	
              (3)

            	 
	
              LT1-F12

            	 	
              $

            	
              8,942,041.50

            	 	 	
              (2)

            	 
	
              LT1-V12

            	 	
              $

            	
              8,942,041.50

            	 	 	
              (3)

            	 
	
              LT1-F13

            	 	
              $

            	
              8,567,915.00

            	 	 	
              (2)

            	 
	
              LT1-V13

            	 	
              $

            	
              8,567,915.00

            	 	 	
              (3)

            	 
	
              LT1-F14

            	 	
              $

            	
              8,209,433.50

            	 	 	
              (2)

            	 
	
              LT1-V14

            	 	
              $

            	
              8,209,433.50

            	 	 	
              (3)

            	 
	
              LT1-F15

            	 	
              $

            	
              7,865,941.00

            	 	 	
              (2)

            	 
	
              LT1-V15

            	 	
              $

            	
              7,865,941.00

            	 	 	
              (3)

            	 
	
              LT1-F16

            	 	
              $

            	
              7,587,094.50

            	 	 	
              (2)

            	
               

            
	
              LT1-V16

            	 	
              $

            	
              7,587,094.50

            	 	 	
              (3)

            	
               

            
	
              LT1-F17

            	 	
              $

            	
              7,219,353.00

            	 	 	
              (2)

            	
               

            


    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    


    
      	
              Designation

            	 	
              Initial
                Principal Balance

            	 	
               

              Interest
                Rate

            	 
	
              LT1-V17

            	 	
              $

            	
              7,219,353.00

            	 	 	
              (3)

            	 
	
              LT1-F18

            	 	
              $

            	
              7,024,101.50

            	 	 	
              (2)

            	 
	
              LT1-V18

            	 	
              $

            	
              7,024,101.50

            	 	 	
              (3)

            	 
	
              LT1-F19

            	 	
              $

            	
              6,623,355.00

            	 	 	
              (2)

            	 
	
              LT1-V19

            	 	
              $

            	
              6,623,355.00

            	 	 	
              (3)

            	 
	
              LT1-F20

            	 	
              $

            	
              8,304,586.50

            	 	 	
              (2)

            	 
	
              LT1-V20

            	 	
              $

            	
              8,304,586.50

            	 	 	
              (3)

            	 
	
              LT1-F21

            	 	
              $

            	
              6,334,590.00

            	 	 	
              (2)

            	 
	
              LT1-V21

            	 	
              $

            	
              6,334,590.00

            	 	 	
              (3)

            	 
	
              LT1-F22

            	 	
              $

            	
              6,763,761.00

            	 	 	
              (2)

            	 
	
              LT1-V22

            	 	
              $

            	
              6,763,761.00

            	 	 	
              (3)

            	 
	
              LT1-F23

            	 	
              $

            	
              25,651,486.50

            	 	 	
              (2)

            	 
	
              LT1-V23

            	 	
              $

            	
              25,651,486.50

            	 	 	
              (3)

            	 
	
              LT1-F24

            	 	
              $

            	
              5,098,827.50

            	 	 	
              (2)

            	 
	
              LT1-V24

            	 	
              $

            	
              5,098,827.50

            	 	 	
              (3)

            	 
	
              LT1-F25

            	 	
              $

            	
              4,850,140.00

            	 	 	
              (2)

            	 
	
              LT1-V25

            	 	
              $

            	
              4,850,140.00

            	 	 	
              (3)

            	 
	
              LT1-F26

            	 	
              $

            	
              4,613,576.00

            	 	 	
              (2)

            	 
	
              LT1-V26

            	 	
              $

            	
              4,613,576.00

            	 	 	
              (3)

            	 
	
              LT1-F27

            	 	
              $

            	
              4,388,545.50

            	 	 	
              (2)

            	 
	
              LT1-V27

            	 	
              $

            	
              4,388,545.50

            	 	 	
              (3)

            	 
	
              LT1-F28

            	 	
              $

            	
              4,174,486.00

            	 	 	
              (2)

            	 
	
              LT1-V28

            	 	
              $

            	
              4,174,486.00

            	 	 	
              (3)

            	 
	
              LT1-F29

            	 	
              $

            	
              3,970,862.50

            	 	 	
              (2)

            	 
	
              LT1-V29

            	 	
              $

            	
              3,970,862.50

            	 	 	
              (3)

            	 
	
              LT1-F30

            	 	
              $

            	
              3,793,831.00

            	 	 	
              (2)

            	 
	
              LT1-V30

            	 	
              $

            	
              3,793,831.00

            	 	 	
              (3)

            	 
	
              LT1-F31

            	 	
              $

            	
              3,592,092.00

            	 	 	
              (2)

            	 
	
              LT1-V31

            	 	
              $

            	
              3,592,092.00

            	 	 	
              (3)

            	 
	
              LT1-F32

            	 	
              $

            	
              3,649,348.00

            	 	 	
              (2)

            	 
	
              LT1-V32

            	 	
              $

            	
              3,649,348.00

            	 	 	
              (3)

            	 
	
              LT1-F33

            	 	
              $

            	
              3,709,638.50

            	 	 	
              (2)

            	 
	
              LT1-V33

            	 	
              $

            	
              3,709,638.50

            	 	 	
              (3)

            	 
	
              LT1-F34

            	 	
              $

            	
              18,769,316.00

            	 	 	
              (2)

            	 
	
              LT1-V34

            	 	
              $

            	
              18,769,316.00

            	 	 	
              (3)

            	 
	
              LT1-F35

            	 	
              $

            	
              7,617,921.50

            	 	 	
              (2)

            	 
	
              LT1-V35

            	 	
              $

            	
              7,617,921.50

            	 	 	
              (3)

            	 
	
              LT1-F36

            	 	
              $

            	
              1,771,413.00

            	 	 	
              (2)

            	 
	
              LT1-V36

            	 	
              $

            	
              1,771,413.00

            	 	 	
              (3)

            	 
	
              LT1-F37

            	 	
              $

            	
              1,684,927.00

            	 	 	
              (2)

            	 
	
              LT1-V37

            	 	
              $

            	
              1,684,927.00

            	 	 	
              (3)

            	 
	
              LT1-F38

            	 	
              $

            	
              1,602,662.50

            	 	 	
              (2)

            	 
	
              LT1-V38

            	 	
              $

            	
              1,602,662.50

            	 	 	
              (3)

            	
               

            
	
              LT1-F39

            	 	
              $

            	
              1,524,411.00

            	 	 	
              (2)

            	 
	
              LT1-V39

            	 	
              $

            	
              1,524,411.00

            	 	 	
              (3)

            	 


    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    


    
      	
              Designation

            	 	
              Initial
                Principal Balance

            	 	
               

              Interest
                Rate

            	 
	
              LT1-F40

            	 	
              $

            	
              1,449,979.00

            	 	 	
              (2)

            	 
	
              LT1-V40

            	 	
              $

            	
              1,449,979.00

            	 	 	
              (3)

            	 
	
              LT1-F41

            	 	
              $

            	
              1,379,178.50

            	 	 	
              (2)

            	 
	
              LT1-V41

            	 	
              $

            	
              1,379,178.50

            	 	 	
              (3)

            	 
	
              LT1-F42

            	 	
              $

            	
              1,311,833.50

            	 	 	
              (2)

            	 
	
              LT1-V42

            	 	
              $

            	
              1,311,833.50

            	 	 	
              (3)

            	 
	
              LT1-F43

            	 	
              $

            	
              1,247,774.50

            	 	 	
              (2)

            	 
	
              LT1-V43

            	 	
              $

            	
              1,247,774.50

            	 	 	
              (3)

            	 
	
              LT1-F44

            	 	
              $

            	
              1,186,842.00

            	 	 	
              (2)

            	
               

            
	
              LT1-V44

            	 	
              $

            	
              1,186,842.00

            	 	 	
              (3)

            	 
	
              LT1-F45

            	 	
              $

            	
              1,128,883.50

            	 	 	
              (2)

            	 
	
              LT1-V45

            	 	
              $

            	
              1,128,883.50

            	 	 	
              (3)

            	 
	
              LT1-F46

            	 	
              $

            	
              1,073,753.50

            	 	 	
              (2)

            	
               

            
	
              LT1-V46

            	 	
              $

            	
              1,073,753.50

            	 	
               

            	
              (3)

            	 
	
              LT1-F47

            	 	
              $

            	
              1,021,314.00

            	 	 	
              (2)

            	 
	
              LT1-V47

            	 	
              $

            	
              1,021,314.00

            	 	 	
              (3)

            	 
	
              LT1-F48

            	 	
              $

            	
              971,434.00

            	 	 	
              (2)

            	 
	
              LT1-V48

            	 	
              $

            	
              971,434.00

            	 	 	
              (3)

            	 
	
              LT1-F49

            	 	
              $

            	
              923,989.00

            	 	 	
              (2)

            	 
	
              LT1-V49

            	 	
              $

            	
              923,989.00

            	 	 	
              (3)

            	 
	
              LT1-F50

            	 	
              $

            	
              878,859.50

            	 	 	
              (2)

            	 
	
              LT1-V50

            	 	
              $

            	
              878,859.50

            	 	 	
              (3)

            	 
	
              LT1-F51

            	 	
              $

            	
              835,933.00

            	 	 	
              (2)

            	 
	
              LT1-V51

            	 	
              $

            	
              835,933.00

            	 	 	
              (3)

            	 
	
              LT1-F52

            	 	
              $

            	
              809,973.50

            	 	 	
              (2)

            	 
	
              LT1-V52

            	 	
              $

            	
              809,973.50

            	 	 	
              (3)

            	 
	
              LT1-F53

            	 	
              $

            	
              755,540.50

            	 	 	
              (2)

            	 
	
              LT1-V53

            	 	
              $

            	
              755,540.50

            	 	 	
              (3)

            	 
	
              LT1-F54

            	 	
              $

            	
              718,634.00

            	 	 	
              (2)

            	 
	
              LT1-V54

            	 	
              $

            	
              718,634.00

            	 	 	
              (3)

            	 
	
              LT1-F55

            	 	
              $

            	
              780,448.50

            	 	 	
              (2)

            	 
	
              LT1-V55

            	 	
              $

            	
              780,448.50

            	 	 	
              (3)

            	 
	
              LT1-F56

            	 	
              $

            	
              722,771.00

            	 	 	
              (2)

            	 
	
              LT1-V56

            	 	
              $

            	
              722,771.00

            	 	 	
              (3)

            	 
	
              LT1-F57

            	 	
              $

            	
              2,853,158.50

            	 	 	
              (2)

            	 
	
              LT1-V57

            	 	
              $

            	
              2,853,158.50

            	 	 	
              (3)

            	 
	
              LT1-F58

            	 	
              $

            	
              5,572,711.00

            	 	 	
              (2)

            	 
	
              LT1-V58

            	 	
              $

            	
              5,572,711.00

            	 	 	
              (3)

            	 
	
              LT1-F59

            	 	
              $

            	
              4,052,432.00

            	 	 	
              (2)

            	 
	
              LT1-V59

            	 	
              $

            	
              4,052,432.00

            	 	 	
              (3)

            	 
	
              LT1-R

            	 	 	
              (4)         

            	 	 	
              (4)

            	 


    

    
    

     

    
      	
              (1)

            	
              For
                any Distribution Date (and the related Accrual Period) the interest
                rate
                for the LT1-A Interest shall be the Net WAC Rate.
                

            


    

     


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    

      
        	
                (2)

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

              


      

       

      
        	
                (3)

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

              


      

       

      
        	
                (4)

              	
                The
                  LT1-R interest shall not have a principal amount and shall not
                  bear
                  interest. The LT1-R interest is hereby designated as the sole class
                  of
                  residual interest in Lower-Tier REMIC
                  1.

              


      

       

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

       

      On
        each
        Distribution Date, the Trustee shall distribute the aggregate Principal
        Remittance Amount with respect to the Lower-Tier REMIC 1 Interests, first
        to the
        LT1-A Interest until its principal balance is reduced to zero, and then
        sequentially, to the other Lower-Tier Interests in Lower-Tier REMIC 1 in
        ascending order of their numerical designation, and, with respect to each
        pair
        of Lower-Tier Interests having the same numerical designation, in equal amounts
        to each such Lower-Tier Interest, until the principal balance of each is
        reduced
        to zero. All losses on the Mortgage Loans shall be allocated among the
        Lower-Tier Interests in Lower-Tier REMIC 1 in the same manner that principal
        distributions are allocated.

       

      On
        each
        Distribution Date, the Trustee shall distribute the Prepayment Premiums
        collected during the preceding Prepayment Period, in the case of Principal
        Prepayments in full, or during the related Collection Period, in the case
        of
        Principal Prepayments in part, to the LT1-F59 and LT1-V59 Lower-Tier Interests,
        respectively.

       

      Middle-Tier
        REMIC 1:

       

      The
        following table sets forth the designations, principal balances and interest
        rates for each interest in Middle-Tier REMIC 1, each of which (other than
        the
        Class MT1-R Interest) is hereby designated as a regular interest in Middle-Tier
        REMIC 1 (the “Middle-Tier REMIC 1 Regular Interests”):

       

      
        	
                Middle-Tier
                  

                REMIC
                  1

                Designation

              	 	
                Middle-Tier
                  REMIC 1

                Interest
                  Rate

              	 	
                Initial
                  Class 

                Principal
                  Amount

              	 	
                Corresponding
                  Class of Certificate(s) or Components

              
	
                MT1-A1

              	 	
                (1)

              	 	
                (3)

              	 	
                A1

              
	
                MT1-A2

              	 	
                (1)

              	 	
                (3)

              	 	
                A2

              
	
                MT1-A3

              	 	
                (1)

              	 	
                (3)

              	 	
                A3

              
	
                MT1-A4

              	 	
                (1)

              	 	
                (3)

              	 	
                A4

              
	
                MT1-A5

              	 	
                (1)

              	 	
                (3)

              	 	
                A5

              
	
                MT1-M1

              	 	
                (1)

              	 	
                (3)

              	 	
                M1

              
	
                MT1-M2

              	 	
                (1)

              	 	
                (3)

              	 	
                M2

              
	
                MT1-M3

              	 	
                (1)

              	 	
                (3)

              	 	
                M3

              
	
                MT1-M4

              	 	
                (1)

              	 	
                (3)

              	 	
                M4

              
	
                MT1-M5

              	 	
                (1)

              	 	
                (3)

              	 	
                M5

              
	
                MT1-M6

              	 	
                (1)

              	 	
                (3)

              	 	
                M6

              
	
                MT1-M7

              	 	
                (1)

              	 	
                (3)

              	 	
                M7

              
	
                MT1-M8

              	 	
                (1)

              	 	
                (3)

              	 	
                M8

              
	
                MT1-M9

              	 	
                (1)

              	 	
                (3)

              	 	
                M9

              
	
                MT1-Q

              	 	
                (1)

              	 	
                (4)

              	 	
                N/A

              
	
                MT1-IO

              	 	
                (2)

              	 	
                (2)

              	 	
                N/A

              
	
                MT1-R

              	 	
                (5)

              	 	
                (5)

              	 	
                R

              


      

      



      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      


      ___________________________

      
        	 	
                (1)

              	
                For
                  any Distribution Date (and the related Accrual Period) the interest
                  rate
                  for each of these Interests in Middle-Tier REMIC 1 is a per annum
                  rate
                  equal to the weighted average of the interest rates on the Lower-Tier
                  Interests in Lower-Tier REMIC 1 for such Distribution Date, provided,
                  however, that
                  for any Distribution Date on which the Class MT1-IO Interest is
                  entitled
                  to a portion of the interest accruals on a Lower-Tier Interest
                  in
                  Lower-Tier REMIC 1 having an “F” in its class designation, as described in
                  footnote two below, such weighted average shall be computed by
                  first
                  subjecting the rate on such Lower-Tier Interest in REMIC 1 to a
                  cap equal
                  to Swap LIBOR for such Distribution Date.


              


      

       

      
        	 	
                (2)

              	
                The
                  Class MT1-IO is an interest only class that does not have a principal
                  balance. For only those Distribution Dates listed in the first
                  column in
                  the table below, the Class MT1-IO shall be entitled to interest
                  accrued on
                  the Lower-Tier Interest in Lower-Tier REMIC 1 listed in second
                  column in
                  the table below at a per annum rate equal to the excess, if any,
                  of (i)
                  the interest rate for such Lower-Tier Interest in Lower-Tier REMIC
                  1 for
                  such Distribution Date over (ii) Swap LIBOR for such Distribution
                  Date.

              


      

       

      
        	
                Distribution
                  Dates

              	 	
                Lower-Tier
                  REMIC 

                1
                  Designation

              
	
                2

              	 	
                LT1-F1

              
	
                2-3

              	 	
                LT1-F2

              
	
                2-4

              	 	
                LT1-F3

              
	
                2-5

              	 	
                LT1-F4

              
	
                2-6

              	 	
                LT1-F5

              
	
                2-7

              	 	
                LT1-F6

              
	
                2-8

              	 	
                LT1-F7

              
	
                2-9

              	 	
                LT1-F8

              
	
                2-10

              	 	
                LT1-F9

              
	
                2-11

              	 	
                LT1-F10

              
	
                2-12

              	 	
                LT1-F11

              
	
                2-13

              	 	
                LT1-F12

              
	
                2-14

              	 	
                LT1-F13

              
	
                2-15

              	 	
                LT1-F14

              
	
                2-16

              	 	
                LT1-F15

              
	
                2-17

              	 	
                LT1-F16

              
	
                2-18

              	 	
                LT1-F17

              
	
                2-19

              	 	
                LT1-F18

              
	
                2-20

              	 	
                LT1-F19

              
	
                2-21

              	 	
                LT1-F20

              
	
                2-22

              	 	
                LT1-F21

              
	
                2-23

              	 	
                LT1-F22

              
	
                2-24

              	 	
                LT1-F23

              
	
                2-25

              	 	
                LT1-F24

              
	
                2-26

              	 	
                LT1-F25

              
	
                2-27

              	 	
                LT1-F26

              


      


      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      


      


      
        	
                2-28

              	 	
                LT1-F27

              
	
                2-29

              	 	
                LT1-F28

              
	
                2-30

              	 	
                LT1-F29

              
	
                2-31

              	 	
                LT1-F30

              
	
                2-32

              	 	
                LT1-F31

              
	
                2-33

              	 	
                LT1-F32

              
	
                2-34

              	 	
                LT1-F33

              
	
                2-35

              	 	
                LT1-F34

              
	
                2-36

              	 	
                LT1-F35

              
	
                2-37

              	 	
                LT1-F36

              
	
                2-38

              	 	
                LT1-F37

              
	
                2-39

              	 	
                LT1-F38

              
	
                2-40

              	 	
                LT1-F39

              
	
                2-41

              	 	
                LT1-F40

              
	
                2-42

              	 	
                LT1-F41

              
	
                2-43

              	 	
                LT1-F42

              
	
                2-44

              	 	
                LT1-F43

              
	
                2-45

              	 	
                LT1-F44

              
	
                2-46

              	 	
                LT1-F45

              
	
                2-47

              	 	
                LT1-F46

              
	
                2-48

              	 	
                LT1-F47

              
	
                2-49

              	 	
                LT1-F48

              
	
                2-50

              	 	
                LT1-F49

              
	
                2-51

              	 	
                LT1-F50

              
	
                2-52

              	 	
                LT1-F51

              
	
                2-53

              	 	
                LT1-F52

              
	
                2-54

              	 	
                LT1-F53

              
	
                2-55

              	 	
                LT1-F54

              
	
                2-56

              	 	
                LT1-F55

              
	
                2-57

              	 	
                LT1-F56

              
	
                2-58

              	 	
                LT1-F57

              
	
                2-59

              	 	
                LT1-F58

              
	
                2-60

              	 	
                LT1-F59

              


      

       

      
        	 	
                (3)

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

              


      

       

      
        	 	
                (4)

              	
                This
                  interest shall have an initial principal balance equal to the excess
                  of
                  (i) the Aggregate Loan Balance as of the Cut-off Date, over (ii)
                  the
                  aggregate initial class principal amount of each other regular
                  interest in
                  Middle-Tier REMIC 1.

              


      

       

      
        	 	
                (5)

              	
                The
                  Class MT1-R interest is the sole class of residual interests in
                  Middle-Tier REMIC 1. It does not have an interest rate or a principal
                  balance.

              


      

       

      On
        each
        Distribution Date, interest shall be distributed on the Lower-Tier Interests
        in
        Middle-Tier REMIC 1 based on the above-described interest rates,
        provided,
        however,
        that
        interest that accrues on the Class MT1-Q Interest shall be deferred in an
        amount
        equal to one-half of the increase, if any, in the Overcollateralization Amount
        for such Distribution Date. Any interest so deferred shall itself bear interest
        at the interest rate for the Class MT1-Q Interest. An amount equal to the
        interest so deferred shall be distributed as additional principal on the
        other
        interests in Middle-Tier REMIC 1 having a principal balance in the manner
        described under priority (a) below.

       


      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      


      On
        each
        Distribution Date principal shall be distributed, and Realized Losses shall
        be
        allocated, among the interests in Middle-Tier REMIC 1 in the following order
        of
        priority:

       

      (a)
        First, to the Class MT1-A1, Class MT1-A2, Class MT1-A3, Class MT1-A4, Class
        MT1-A5, Class MT1-M1, Class MT1-M2, Class MT1-M3, Class MT1-M4, Class MT1-M5,
        Class MT1-M6, Class MT1-M7, Class MT1-M8 and Class MT1-M9 Interests until
        the
        principal balance of each such interest equals one-half of the Class Principal
        Amount of the Corresponding Class of Certificates immediately after such
        Distribution Date; and

       

      (b)
        Second, to the Class MT1-Q Interests, any remaining amounts.

       

      On
        each
        Distribution Date, the Trustee shall be deemed to have distributed the
        Prepayment Premiums passed through with respect to the LT1-F59 and LT1-V59
        Lower-Tier Interests in Lower-Tier REMIC 1 on such Distribution Date to the
        Class MT1-Q Interest.

       

      The
        Certificates

      


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

       

      
        
          
            	
                     

                    Class
                      Designation

                  	 	
                    Interest
                      Rate

                  	 	
                    Initial
                      Class

                    Principal
                      Amount

                    or

                    Class
                      Notional

                    Amount
                      ($)

                  	 	
                    Minimum
                      Denominations

                  	 
	
                     

                  	 	
                     

                  	 	
                     

                  	 	
                     

                  	 
	
                    Class
                      A1

                  	 	 	
                    (1)

                  	 	
                    $

                  	
                    318,673,000

                  	 	
                    $

                  	
                    25,000

                  	 
	
                    Class
                      A2

                  	 	 	
                    (2)

                  	 	
                    $

                  	
                    141,006,000

                  	 	
                    $

                  	
                    25,000

                  	 
	
                    Class
                      A3

                  	 	 	
                    (3)

                  	 	
                    $

                  	
                    71,981,000

                  	 	
                    $

                  	
                    25,000

                  	 
	
                    Class
                      A4

                  	 	 	
                    (4)

                  	 	
                    $

                  	
                    59,117,000

                  	 	
                    $

                  	
                    25,000

                  	 
	
                    Class
                      A5

                  	 	 	
                    (5)

                  	 	
                    $

                  	
                    80,000,000

                  	 	
                    $

                  	
                    25,000

                  	 
	
                    Class
                      AIO

                  	 	 	
                    (6)

                  	 	
                    $

                  	
                    364,553,000

                  	 	
                    $

                  	
                    1,000,000

                  	 
	
                    Class
                      M1

                  	 	 	
                    (7)

                  	 	
                    $

                  	
                    16,769,000

                  	 	
                    $

                  	
                    100,000

                  	 
	
                    Class
                      M2

                  	 	 	
                    (8)

                  	 	
                    $

                  	
                    8,020,000

                  	 	
                    $

                  	
                    100,000

                  	 
	
                    Class
                      M3

                  	 	 	
                    (9)

                  	 	
                    $

                  	
                    3,645,000

                  	 	
                    $

                  	
                    100,000

                  	 
	
                    Class
                      M4

                  	 	 	
                    (10

                  	 	
                    $

                  	
                    3,645,000

                  	 	
                    $

                  	
                    100,000

                  	 
	
                    Class
                      M5

                  	 	 	
                    (11)

                  	 	
                    $

                  	
                    3,645,000

                  	 	
                    $

                  	
                    100,000

                  	 
	
                    Class
                      M6

                  	 	 	
                    (12)

                  	 	
                    $

                  	
                    3,645,000

                  	 	
                    $

                  	
                    100,000

                  	 
	
                    Class
                      M7

                  	 	 	
                    (13)

                  	 	
                    $

                  	
                    3,645,000

                  	 	
                    $

                  	
                    100,000

                  	 
	
                    Class
                      M8

                  	 	 	
                    (14)

                  	 	
                    $

                  	
                    3,645,000

                  	 	
                    $

                  	
                    100,000

                  	 
	
                    Class
                      M9

                  	 	 	
                    (15)

                  	 	
                    $

                  	
                    3,645,000

                  	 	
                    $

                  	
                    100,000

                  	 
	
                    Class
                      P

                  	 	 	
                    (16)

                  	 	 	
                    (16)    
                      

                  	 	 	
                    (23)    

                  	 
	
                    Class
                      X

                  	 	 	
                    (17)

                  	 	 	
                    (17)    

                  	 
	 	
                    (23)    

                  	 
	
                    Class
                      C-X

                  	 	 	
                    (18)

                  	 	 	
                    (18)    

                  	 	 	
                    (23)    

                  	 
	
                    Class
                      S-X

                  	 	 	
                    (19)

                  	 	 	
                    (19)    

                  	 	 	
                    (23)    

                  	 
	
                    Class
                      R

                  	 	 	
                    (20)

                  	 	 	
                    (20)    

                  	 	 	
                    (23)    

                  	 
	
                    Class
                      LT-R

                  	 	 	
                    (21)

                  	 	 	
                    (21)    

                  	 	 	
                    (23)    

                  	 


          

        

      

      



      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

      ___________

      
        	
                (1)

              	
                The
                  Certificate Interest Rate with respect to any Distribution Date
                  (and the
                  related Accrual Period) for the Class A1 Certificates is the per
                  annum
                  rate equal to the lesser of (i) LIBOR plus 0.100% (the “A1 Margin”) and
                  (ii) the Net Funds Cap for such Distribution Date;
                  provided,
                  that if the Mortgage Loans and related property are not purchased
                  pursuant
                  to Section 7.01(b) on the Initial Optional Termination Date, then
                  with
                  respect to each subsequent Distribution Date the per annum rate
                  calculated
                  pursuant to clause (i) above with respect to the Class A1 Certificates
                  will be LIBOR plus 0.200%. For purposes of the REMIC Provisions,
                  the
                  reference to “Net Funds Cap” in clause (ii) of the preceding sentence
                  shall be deemed to be a reference to the REMIC Net Funds Cap. For
                  any
                  Distribution Date on which the Certificate Interest Rate for the
                  Cass A1
                  Certificates is based on the Net Funds Cap, the amount of interest
                  that
                  would have been payable on such Certificates if the REMIC Net Funds
                  Cap
                  were substituted for the Net Funds Cap over the amount actually
                  payable
                  thereon shall be treated as having been paid to the owners of the
                  Class A1
                  Certificates and then deposited by such owners into the Supplemental
                  Interest Trust pursuant to Section 10.01(n) hereof.
                  

              


      

       

      
        	
                (2)

              	
                The
                  Certificate Interest Rate with respect to any Distribution Date
                  (and the
                  related Accrual Period) for the Class A2 Certificates is the per
                  annum
                  rate equal to the lesser of (i) LIBOR plus 0.170% (the “A2 Margin”) and
                  (ii) the Net Funds Cap for such Distribution Date; provided, that
                  if the
                  Mortgage Loans and related property are not purchased pursuant
                  to Section
                  7.01(b) on the Initial Optional Termination Date, then with respect
                  to
                  each subsequent Distribution Date the per annum rate calculated
                  pursuant
                  to clause (i) above with respect to the Class A2 Certificates will
                  be
                  LIBOR plus 0.340%. For purposes of the REMIC Provisions, the reference
                  to
                  “ Net Funds Cap” in clause (ii) of the preceding sentence shall be deemed
                  to be a reference to the REMIC Net Funds Cap. For any Distribution
                  Date on
                  which the Certificate Interest Rate for the Cass A2 Certificates
                  is based
                  on the Net Funds Cap, the amount of interest that would have been
                  payable
                  on such Certificates if the REMIC Net Funds Cap were substituted
                  for the
                  Net Funds Cap over the amount actually payable thereon shall be
                  treated as
                  having been paid to the owners of the Class A2 Certificates and
                  then
                  deposited by such owners into the Supplemental Interest Trust pursuant
                  to
                  Section 10.01(n) hereof. 

              


      

       

      
        	
                (3)

              	
                The
                  Certificate Interest Rate with respect to any Distribution Date
                  (and the
                  related Accrual Period) for the Class A3 Certificates is the per
                  annum
                  rate equal to the lesser of (i) LIBOR plus 0.240% (the “A3 Margin”) and
                  (ii) the Net Funds Cap for such Distribution Date; provided, that
                  if the
                  Mortgage Loans and related property are not purchased pursuant
                  to Section
                  7.01(b) on the Initial Optional Termination Date, then with respect
                  to
                  each subsequent Distribution Date the per annum rate calculated
                  pursuant
                  to clause (i) above with respect to the Class A3 Certificates will
                  be
                  LIBOR plus 0.480%. For purposes of the REMIC Provisions, the reference
                  to
                  “ Net Funds Cap” in clause (ii) of the preceding sentence shall be deemed
                  to be a reference to the REMIC Net Funds Cap. For any Distribution
                  Date on
                  which the Certificate Interest Rate for the Cass A3 Certificates
                  is based
                  on the Net Funds Cap, the amount of interest that would have been
                  payable
                  on such Certificates if the REMIC Net Funds Cap were substituted
                  for the
                  Net Funds Cap over the amount actually payable thereon shall be
                  treated as
                  having been paid to the owners of the Class A3 Certificates and
                  then
                  deposited by such owners into the Supplemental Interest Trust pursuant
                  to
                  Section 10.01(n) hereof. 

              


      

       

      
        	
                (4)

              	
                The
                  Certificate Interest Rate with respect to any Distribution Date
                  (and the
                  related Accrual Period) for the Class A4 Certificates is the per
                  annum
                  rate equal to the lesser of (i) LIBOR plus 0.170% (the “A4 Margin”) and
                  (ii) the Net Funds Cap for such Distribution Date; provided, that
                  if the
                  Mortgage Loans and related property are not purchased pursuant
                  to Section
                  7.01(b) on the Initial Optional Termination Date, then with respect
                  to
                  each subsequent Distribution Date the per annum rate calculated
                  pursuant
                  to clause (i) above with respect to the Class A4 Certificates will
                  be
                  LIBOR plus 0.340%. For purposes of the REMIC Provisions, the reference
                  to
                  “ Net Funds Cap” in clause (ii) of the preceding sentence shall be deemed
                  to be a reference to the REMIC Net Funds Cap. For any Distribution
                  Date on
                  which the Certificate Interest Rate for the Cass A4 Certificates
                  is based
                  on the Net Funds Cap, the amount of interest that would have been
                  payable
                  on such Certificates if the REMIC Net Funds Cap were substituted
                  for the
                  Net Funds Cap over the amount actually payable thereon shall be
                  treated as
                  having been paid to the owners of the Class A4 Certificates and
                  then
                  deposited by such owners into the Supplemental Interest Trust pursuant
                  to
                  Section 10.01(n) hereof. 

              


      


      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      


       

      
        	
                (5)

              	
                The
                  Certificate Interest Rate with respect to any Distribution Date
                  (and the
                  related Accrual Period) for the Certificates is the per annum rate
                  equal
                  to the lesser of (i) LIBOR plus 0.240% (the “A5 Margin”) and (ii) the Net
                  Funds Cap for such Distribution Date; provided, that if the Mortgage
                  Loans
                  and related property are not purchased pursuant to Section 7.01(b)
                  on the
                  Initial Optional Termination Date, then with respect to each subsequent
                  Distribution Date the per annum rate calculated pursuant to clause
                  (i)
                  above with respect to the Certificates will be LIBOR plus 0.480%.
                  For
                  purposes of the REMIC Provisions, the reference to “Net Funds Cap” in
                  clause (ii) of the preceding sentence shall be deemed to be a reference
                  to
                  the REMIC Net Funds Cap. For any Distribution Date on which the
                  Certificate Interest Rate for the Class A5 Certificates is based
                  on the
                  Net Funds Cap, the amount of interest that would have been payable
                  on such
                  Certificates if the REMIC Net Funds Cap were substituted for the
                  Net Funds
                  Cap over the amount actually payable thereon shall be treated as
                  having
                  been paid to the owners of the Certificates and then deposited
                  by such
                  owners into the Supplemental Interest Trust pursuant to Section
                  10.01(n)
                  hereof. 

              


      

       

      
        	
                (6)

              	
                The
                  Class AIO Certificates are Notional Certificates. For any Distribution
                  Date, the Class Notional Amount of the Class AIO Certificates shall
                  be
                  equal to the product of (a) 50.00% and (b) the beginning Aggregate
                  Loan
                  Balance of the Mortgage Loans for the related Distribution Date.
                  The
                  Certificate Interest Rate for the Class AIO Certificates with respect
                  to
                  any Distribution Date (and related Accrual Period) will equal the
                  lesser
                  of (1) 0.750% per annum and (2) the excess, if any, of (x) the
                  Net Funds
                  Cap for such Distribution Date over (y) the Weighted Average Bond
                  Coupon
                  for such Distribution Date. For purposes of the REMIC Provisions,
                  the
                  reference to “Net Funds Cap” in clause (2)(x) of the preceding sentence
                  shall be deemed to be a reference to the REMIC Net Funds Cap. For
                  any
                  Distribution Date on which the Certificate Interest Rate for the
                  Class AIO
                  Certificates is based on the Net Funds Cap, the amount of interest
                  that
                  would have been payable on such Certificates if the REMIC Net Funds
                  Cap
                  were substituted for the Net Funds Cap over the amount actually
                  payable
                  thereon shall be treated as having been paid to the owners of the
                  Class
                  AIO Certificates and then deposited by such owners into the Supplemental
                  Interest Trust pursuant to Section 10.01(n)
                  hereof.

              


      

       

      
        	
                (7)

              	
                The
                  Certificate Interest Rate with respect to any Distribution Date
                  (and the
                  related Accrual Period) for the Class M1 Certificates is the per
                  annum
                  rate equal to the lesser of (i) LIBOR plus 0.290% (the “M1 Margin”) and
                  (ii) the Net Funds Cap for such Distribution Date, provided, that
                  if the
                  Mortgage Loans and related property are not purchased pursuant
                  to Section
                  7.01(b) on the Initial Optional Termination Date, then with respect
                  to
                  each subsequent Distribution Date the per annum rate calculated
                  pursuant
                  to clause (i) above with respect to the Class M1 Certificates will
                  be
                  LIBOR plus 0.435%. For
                  purposes of the REMIC Provisions, the reference to “Net Funds Cap” in
                  clause (ii) of the preceding sentence shall be deemed to be a reference
                  to
                  the REMIC Net Funds Cap. For any Distribution Date on which the
                  Certificate Interest Rate for the Class M1 Certificates is based
                  on the
                  Net Funds Cap, the amount of interest that would have been payable
                  on such
                  Certificates if the REMIC Net Funds Cap were substituted for the
                  Net Funds
                  Cap over the amount actually payable thereon shall be treated as
                  having
                  been paid to the owners of the Class M1 Certificates and then deposited
                  by
                  such owners into the Supplemental Interest Trust pursuant to Section
                  10.01(n) hereof. 

              


      

       

      
        	
                (8)

              	
                The
                  Certificate Interest Rate with respect to any Distribution Date
                  (and the
                  related Accrual Period) for the Class M2 Certificates is the per
                  annum
                  rate equal to the lesser of (i) LIBOR plus 0.310% (the “M2 Margin”) and
                  (ii) the Net Funds Cap for such Distribution Date, provided, that
                  if the
                  Mortgage Loans and related property are not purchased pursuant
                  to Section
                  7.01(b) on the Initial Optional Termination Date, then with respect
                  to
                  each subsequent Distribution Date the per annum rate calculated
                  pursuant
                  to clause (i) above with respect to the Class M2 Certificates will
                  be
                  LIBOR plus 0.465%. For purposes of the REMIC Provisions, the reference
                  to
                  “Net Funds Cap” in clause (ii) of the preceding sentence shall be deemed
                  to be a reference to the REMIC Net Funds Cap. For any Distribution
                  Date on
                  which the Certificate Interest Rate for the Cass M2 Certificates
                  is based
                  on the Net Funds Cap, the amount of interest that would have been
                  payable
                  on such Certificates if the REMIC Net Funds Cap were substituted
                  for the
                  Net Funds Cap over the amount actually payable thereon shall be
                  treated as
                  having been paid to the owners of the Class M2 Certificates and
                  then
                  deposited by such owners into the Supplemental Interest Trust pursuant
                  to
                  Section 10.01(n) hereof. 

              


      


      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      


       

      
        	
                (9)

              	
                The
                  Certificate Interest Rate with respect to any Distribution Date
                  (and the
                  related Accrual Period) for the Class M3 Certificates is the per
                  annum
                  rate equal to the lesser of (i) LIBOR plus 0.340% (the “M3 Margin”) and
                  (ii) the Net Funds Cap for such Distribution Date, provided, that
                  if the
                  Mortgage Loans and related property are not purchased pursuant
                  to Section
                  7.01(b) on the Initial Optional Termination Date, then with respect
                  to
                  each subsequent Distribution Date the per annum rate calculated
                  pursuant
                  to clause (i) above with respect to the Class M3 Certificates will
                  be
                  LIBOR plus 0.510%. For purposes of the REMIC Provisions, the reference
                  to
                  “Net Funds Cap” in clause (ii) of the preceding sentence shall be deemed
                  to be a reference to the REMIC Net Funds Cap. For any Distribution
                  Date on
                  which the Certificate Interest Rate for the Cass M3 Certificates
                  is based
                  on the Net Funds Cap, the amount of interest that would have been
                  payable
                  on such Certificates if the REMIC Net Funds Cap were substituted
                  for the
                  Net Funds Cap over the amount actually payable thereon shall be
                  treated as
                  having been paid to the owners of the Class M3 Certificates and
                  then
                  deposited by such owners into the Supplemental Interest Trust pursuant
                  to
                  Section 10.01(n) hereof. 

              


      

       

      
        	
                (10)

              	
                The
                  Certificate Interest Rate with respect to any Distribution Date
                  (and the
                  related Accrual Period) for the Class M4 Certificates is the per
                  annum
                  rate equal to the lesser of (i) LIBOR plus 0.400% (the “M4 Margin”) and
                  (ii) the Net Funds Cap for such Distribution Date, provided, that
                  if the
                  Mortgage Loans and related property are not purchased pursuant
                  to Section
                  7.01(b) on the Initial Optional Termination Date, then with respect
                  to
                  each subsequent Distribution Date the per annum rate calculated
                  pursuant
                  to clause (i) above with respect to the Class M4 Certificates will
                  be
                  LIBOR plus 0.600%. For purposes of the REMIC Provisions, the reference
                  to
                  “Net Funds Cap” in clause (ii) of the preceding sentence shall be deemed
                  to be a reference to the REMIC Net Funds Cap. For any Distribution
                  Date on
                  which the Certificate Interest Rate for the Cass M4 Certificates
                  is based
                  on the Net Funds Cap, the amount of interest that would have been
                  payable
                  on such Certificates if the REMIC Net Funds Cap were substituted
                  for the
                  Net Funds Cap over the amount actually payable thereon shall be
                  treated as
                  having been paid to the owners of the Class M4 Certificates and
                  then
                  deposited by such owners into the Supplemental Interest Trust pursuant
                  to
                  Section 10.01(n) hereof. 

              


      

       

      
        	
                (11)

              	
                The
                  Certificate Interest Rate with respect to any Distribution Date
                  (and the
                  related Accrual Period) for the Class M5 Certificates is the per
                  annum
                  rate equal to the lesser of (i) LIBOR plus 0.420% (the “M5 Margin”) and
                  (ii) the Net Funds Cap for such Distribution Date, provided, that
                  if the
                  Mortgage Loans and related property are not purchased pursuant
                  to Section
                  7.01(b) on the Initial Optional Termination Date, then with respect
                  to
                  each subsequent Distribution Date the per annum rate calculated
                  pursuant
                  to clause (i) above with respect to the Class M5 Certificates will
                  be
                  LIBOR plus 0.630%. For purposes of the REMIC Provisions, the reference
                  to
                  “Net Funds Cap” in clause (ii) of the preceding sentence shall be deemed
                  to be a reference to the REMIC Net Funds Cap. For any Distribution
                  Date on
                  which the Certificate Interest Rate for the Cass M5 Certificates
                  is based
                  on the Net Funds Cap, the amount of interest that would have been
                  payable
                  on such Certificates if the REMIC Net Funds Cap were substituted
                  for the
                  Net Funds Cap over the amount actually payable thereon shall be
                  treated as
                  having been paid to the owners of the Class M5 Certificates and
                  then
                  deposited by such owners into the Supplemental Interest Trust pursuant
                  to
                  Section 10.01(n) hereof.

              


      

       

      
        	
                (12)

              	
                The
                  Certificate Interest Rate with respect to any Distribution Date
                  (and the
                  related Accrual Period) for the Class M6 Certificates is the per
                  annum
                  rate equal to the lesser of (i) LIBOR plus 0.500% (the “M6 Margin”) and
                  (ii) the Net Funds Cap for such Distribution Date, provided, that
                  if the
                  Mortgage Loans and related property are not purchased pursuant
                  to Section
                  7.01(b) on the Initial Optional Termination Date, then with respect
                  to
                  each subsequent Distribution Date the per annum rate calculated
                  pursuant
                  to clause (i) above with respect to the Class M6 Certificates will
                  be
                  LIBOR plus 0.750%. For purposes of the REMIC Provisions, the reference
                  to
                  “Net Funds Cap” in clause (ii) of the preceding sentence shall be deemed
                  to be a reference to the REMIC Net Funds Cap. For any Distribution
                  Date on
                  which the Certificate Interest Rate for the Cass M6 Certificates
                  is based
                  on the Net Funds Cap, the amount of interest that would have been
                  payable
                  on such Certificates if the REMIC Net Funds Cap were substituted
                  for the
                  Net Funds Cap over the amount actually payable thereon shall be
                  treated as
                  having been paid to the owners of the Class M6 Certificates and
                  then
                  deposited by such owners into the Supplemental Interest Trust pursuant
                  to
                  Section 10.01(n) hereof.

              


      


      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      


       

      
        	
                (13)

              	
                The
                  Certificate Interest Rate with respect to any Distribution Date
                  (and the
                  related Accrual Period) for the Class M7 Certificates is the per
                  annum
                  rate equal to the lesser of (i) LIBOR plus 1.000% (the “M7 Margin”) and
                  (ii) the Net Funds Cap for such Distribution Date, provided, that
                  if the
                  Mortgage Loans and related property are not purchased pursuant
                  to Section
                  7.01(b) on the Initial Optional Termination Date, then with respect
                  to
                  each subsequent Distribution Date the per annum rate calculated
                  pursuant
                  to clause (i) above with respect to the Class M7 Certificates will
                  be
                  LIBOR plus 1.500%. For purposes of the REMIC Provisions, the reference
                  to
                  “Net Funds Cap” in clause (ii) of the preceding sentence shall be deemed
                  to be a reference to the REMIC Net Funds Cap. For any Distribution
                  Date on
                  which the Certificate Interest Rate for the Cass M7 Certificates
                  is based
                  on the Net Funds Cap, the amount of interest that would have been
                  payable
                  on such Certificates if the REMIC Net Funds Cap were substituted
                  for the
                  Net Funds Cap over the amount actually payable thereon shall be
                  treated as
                  having been paid to the owners of the Class M7 Certificates and
                  then
                  deposited by such owners into the Supplemental Interest Trust pursuant
                  to
                  Section 10.01(n) hereof.

              


      

       

      
        	
                (14)

              	
                The
                  Certificate Interest Rate with respect to any Distribution Date
                  (and the
                  related Accrual Period) for the Class M8 Certificates is the per
                  annum
                  rate equal to the lesser of (i) LIBOR plus 1.500% (the “M8 Margin”) and
                  (ii) the Net Funds Cap for such Distribution Date, provided, that
                  if the
                  Mortgage Loans and related property are not purchased pursuant
                  to Section
                  7.01(b) on the Initial Optional Termination Date, then with respect
                  to
                  each subsequent Distribution Date the per annum rate calculated
                  pursuant
                  to clause (i) above with respect to the Class M8 Certificates will
                  be
                  LIBOR plus 2.250%. For purposes of the REMIC Provisions, the reference
                  to
                  “Net Funds Cap” in clause (ii) of the preceding sentence shall be deemed
                  to be a reference to the REMIC Net Funds Cap. For any Distribution
                  Date on
                  which the Certificate Interest Rate for the Cass M8 Certificates
                  is based
                  on the Net Funds Cap, the amount of interest that would have been
                  payable
                  on such Certificates if the REMIC Net Funds Cap were substituted
                  for the
                  Net Funds Cap over the amount actually payable thereon shall be
                  treated as
                  having been paid to the owners of the Class M8 Certificates and
                  then
                  deposited by such owners into the Supplemental Interest Trust pursuant
                  to
                  Section 10.01(n) hereof.

              


      

       

      
        	
                (15)

              	
                The
                  Certificate Interest Rate with respect to any Distribution Date
                  (and the
                  related Accrual Period) for the Class M9 Certificates is the per
                  annum
                  rate equal to the lesser of (i) LIBOR plus 1.900% (the “M9 Margin”) and
                  (ii) the Net Funds Cap for such Distribution Date, provided, that
                  if the
                  Mortgage Loans and related property are not purchased pursuant
                  to Section
                  7.01(b) on the Initial Optional Termination Date, then with respect
                  to
                  each subsequent Distribution Date the per annum rate calculated
                  pursuant
                  to clause (i) above with respect to the Class M9 Certificates will
                  be
                  LIBOR plus 2.850%. For purposes of the REMIC Provisions, the reference
                  to
                  “Net Funds Cap” in clause (ii) of the preceding sentence shall be deemed
                  to be a reference to the REMIC Net Funds Cap. For any Distribution
                  Date on
                  which the Certificate Interest Rate for the Cass M9 Certificates
                  is based
                  on the Net Funds Cap, the amount of interest that would have been
                  payable
                  on such Certificates if the REMIC Net Funds Cap were substituted
                  for the
                  Net Funds Cap over the amount actually payable thereon shall be
                  treated as
                  having been paid to the owners of the Class M9 Certificates and
                  then
                  deposited by such owners into the Supplemental Interest Trust pursuant
                  to
                  Section 10.01(n) hereof.

              


      

       

      
        	
                (16)

              	
                The
                  Class P Certificates will not bear interest at a stated rate. The
                  Class P
                  Certificates shall have a Class P Principal Amount equal to $100
                  and shall
                  be entitled to receive all Prepayment Premiums paid with respect
                  to the
                  Mortgage Loans for which the Seller has retained the servicing
                  rights as
                  provided in Section 5.02(f)(vii).

              


      

       

      
        	
                (17)

              	
                This
                  interest shall have an initial principal balance equal to the excess
                  of
                  (i) the Aggregate Loan Balance as of the Cut-off Date, over (ii)
                  the
                  aggregate initial class principal amount of each other regular
                  interest in
                  the Upper-Tier REMIC, but shall not accrue interest on that balance.
                  In
                  addition to the right to receive ultimately the initial principal
                  balance,
                  which right represents a regular interest in the Upper-Tier REMIC,
                  this
                  interest shall also comprise a notional component, which represents
                  a
                  regular interest in the Upper-Tier REMIC. Such component has a
                  notional
                  balance that will at all times equal the aggregate of the principal
                  balances of the regular interests in Middle-Tier REMIC 1, and,
                  for each
                  Distribution Date (and the related Accrual Period) this notional
                  component
                  shall bear interest at a per annum rate equal to the excess, if
                  any, of
                  (i) the weighted average of the interest rates on the regular interests
                  in
                  Middle-Tier REMIC 1 (other than the Class MT1-IO Interest) over
                  (ii) the
                  sum of (a) the Adjusted Middle-Tier WAC and (b) 0.375%.  

              


      


      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

      
         

        
          	
                  (18)

                	
                  For
                    purposes of the REMIC Provisions, the Class C-X Certificate shall
                    represent beneficial ownership of the Cap
                    Agreement.

                


        

         

        
          	
                  (19)

                	
                  The
                    Class S-X Certificates shall represent an interest-only regular
                    interest
                    in the Upper-Tier REMIC, which shall be entitled to receive all
                    distributions in respect of the Class MT1-IO Interest in Middle-Tier
                    REMIC
                    2 (the “Class I” interest). In addition, for purposes of the REMIC
                    Provisions, the Class S-X Certificate shall represent beneficial
                    ownership
                    of the Swap Account, including the Swap
                    Agreement.

                


        

         

        
          	
                  (20)

                	
                  The
                    Class R Certificate will be issued without a Certificate Principal
                    Amount
                    and will not bear interest at a stated rate. The Class R Certificate
                    represents ownership of the residual interest in the Upper-Tier
                    REMIC, as
                    well as ownership of the LT1-R Interest and the MT1-R
                    Interest.

                


        

         

        
          	
                  (21)

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

                


        

         

        
          	
                  (22)

                	
                  The
                    Class X, Class C-X, Class S-X and Class P Certificates will each
                    be issued
                    in minimum Percentage Interests of 10.00%. The Class LT-R and
                    Class R
                    Certificate will each be issued as a single Certificate evidencing
                    the
                    entire Percentage Interest in each such
                    Class.

                


        

         

        As
          of the
          Cut-off Date, the Mortgage Loans had an aggregate Scheduled Principal Balance
          of
          $729,106,583.69.

        


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

        


        


        ARTICLE
          I

         

        DEFINITIONS

         

        Section
          1.01. Definitions.
          

         

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

        


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

        


        A1
          Margin:
          As defined in footnote (1) of the Preliminary Statement under the caption
“The
          Certificates.”

         

        A2
          Margin:
          As defined in footnote (2) of the Preliminary Statement under the caption
“The
          Certificates.”

         

        A3
          Margin:
          As defined in footnote (3) of the Preliminary Statement under the caption
“The
          Certificates.”

         

        A4
          Margin:
          As defined in footnote (4) of the Preliminary Statement under the caption
“The
          Certificates.”

         

        A5
          Margin:
          As defined in footnote (5) of the Preliminary Statement under the caption
“The
          Certificates.”

         


        
          
            
            

          

          
            14

            
              

            

          

          
            
            

          

        


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

         

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

         

        Accrual
          Period:
          With respect to any Distribution Date and each Class of Offered Certificates
          (other than the Class AIO Certificates), the period beginning on the immediately
          preceding Distribution Date (or, in the case of the first Accrual Period
          on
          December 25, 2006) and ending on the day immediately preceding the related
          Distribution Date. With respect to any Distribution Date and the Class
          AIO
          Certificates, the calendar month preceding the month of such Distribution
          Date.
          With respect to any Distribution Date and the Class X Certificates and
          each
          Lower-Tier Interest, the calendar month preceding the month of such Distribution
          Date. The Class C-X and Class S-X Certificates will not be entitled to
          payments
          of interest.

         

        Act:
          As defined in Section 3.03(c).

         

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

         

        Additional
          Termination Event:
          As
          defined in the Swap Agreement.

         

        Adjusted
          Middle-Tier WAC:
          For any
          Distribution Date (and the related Accrual Period), an amount equal to
          (i) two,
          multiplied by (ii) the weighted average of the interest rates for such
          Distribution Date for each regular interest in Middle-Tier REMIC 1 (other
          than
          any interest-only regular interest), weighted in proportion to their Class
          Principal Amounts as of the beginning of the related Accrual Period and
          computed
          by subjecting the rate on the Class MT1-Q Interest to a cap of 0.00% and
          by
          subjecting the rate on each remaining regular interest to a cap that corresponds
          to the Certificate Interest Rate for the Corresponding Class of Certificates
          (determined by substituting the REMIC Net Funds Cap for the applicable
          Net Funds
          Cap), provided,
          however,
          that
          for each Class of Certificates for which interest is accrued on the basis
          of a
          360-day year and the actual number of days in the related Accrual Period,
          the
          Certificate Interest Rate shall be multiplied by an amount equal to (a)
          the
          actual number of days in the Accrual Period, divided by (b) 30.

         

        Advance:
          An
          advance of the aggregate of payments (other than Balloon Payments) of principal
          and interest (net of the applicable Servicing Fee) on one or more Mortgage
          Loans
          that were due on the Due Date in the related Collection Period and not
          received
          as of the close of business on the related Determination Date, required
          to be
          made by the related Servicer or by the Master Servicer on behalf of the
          related
          Servicer (or by the Trustee as successor Master Servicer) pursuant to Section
          5.04.

         


        
          
            
            

          

          
            15

            
              

            

          

          
            
            

          

        


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

         

        Affected
          Party:
          As
          defined in the Swap Agreement.

         

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

         

        Aggregate
          Loan Balance:
          As of
          any date of determination, the aggregate of the Scheduled Principal Balances
          of
          all the Mortgage Loans.

         

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

         

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

         

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

         

        Applied
          Loss Amounts:
          With
          respect to any Distribution Date, after giving effect to all Realized Losses
          incurred with respect to the Mortgage Loans during the related Collection
          Period
          and distributions of principal on such Distribution Date, the amount by
          which
          the aggregate Class Principal Amount of the Offered Certificates (other
          than the
          Class AIO Certificates) exceeds the Aggregate Loan Balance for such Distribution
          Date.

        


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

         

        Assignment
          of Mortgage:
          An assignment of the Mortgage, notice of transfer or equivalent instrument,
          in
          recordable form, sufficient under the laws of the jurisdiction wherein
          the
          related Mortgaged Property is located to reflect the sale of the Mortgage
          to the
          Trustee, which assignment, notice of transfer or equivalent instrument
          may be in
          the form of one or more blanket assignments covering the Mortgage Loans
          secured
          by Mortgaged Properties located in the same jurisdiction, if permitted
          by law;
provided,
          however,
          that none of the Custodians nor the Trustee shall be responsible for determining
          whether any such assignment is in recordable form.

         


        
          
            
            

          

          
            16

            
              

            

          

          
            
            

          

        


        Aurora:
          Aurora Loan Services LLC or its successors in interest.

         

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

         

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

         

        Available
          Basis Risk Amount:
          For any Distribution Date and the Offered Certificates, the lesser
          of:

         

        (i)
           the
          product of:

         

        (a)
           the
          excess, if any of (1) the weighted average of the Interest Rates on the
          Offered
          Certificates (other than the Class AIO Certificates) computed without regard
          to
          the Net Funds Cap, weighted based on the relative Class Principal Amounts
          for
          each class of Offered Certificates (other than the Class AIO Certificates),
          over
          (2) the Net Funds Cap, and

         

        (b)
           the
          Scheduled Notional Amount for such Distribution Date, and

         

        (c)
           a
          fraction, the numerator of which is the actual number of days in the Accrual
          Period and the denominator of which is 360, and

         

        (ii)
           the
          amount on deposit in the Interest Rate Swap Account after all required
          distributions have been made on such Distribution Date pursuant to Sections
          5.02(h)(i) through (iv).

         

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

        


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

        


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

        


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

         

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

         

        Basis
          Risk Payment:
          With
          respect to any Distribution Date and the Offered Certificates (other than
          the
          Class AIO Certificates), an amount equal to (A) the sum of (i) any Basis
          Risk
          Shortfall for such Distribution Date, (ii) any Unpaid Basis Risk Shortfall
          from
          previous Distribution Dates and (iii) any Required Reserve Fund Amount
          for such
          Distribution Date over (B) (i) the amount of Available Basis Risk Amounts
          paid
          pursuant to Section 5.02(h)(v) on such Distribution Date, (ii) the amount
          of any
          Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls paid pursuant to
          Section
          5.02(h)(vii) and (iii) the amount of any Basis Risk Shortfalls and Unpaid
          Basis
          Risk Shortfalls paid pursuant to Section 5.02(g)(iv). 

         


        
          
            
            

          

          
            17

            
              

            

          

          
            
            

          

        


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

         

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

         

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

         

        Book-Entry
          Certificates:
          Beneficial interests in Certificates
          designated as “Book-Entry Certificates” in this Agreement, ownership and
          transfers of which shall be evidenced or made through book entries by a
          Clearing
          Agency as described in Section 3.09; provided, that after the occurrence
          of a
          condition whereupon book-entry registration and transfer are no longer
          permitted
          and Definitive Certificates are to be issued to Certificate Owners, such
          Book-Entry Certificates shall no longer be “Book-Entry Certificates.” As of the
          Closing Date, each Class of Offered Certificates constitutes Book-Entry
          Certificates.

         

        Bulk
          PMI Policy:
          Not applicable.

         

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

         

        Cap
          Account:
          The
          account created pursuant to Section 5.07(b).

         

        Cap
          Agreement:
          The
          interest rate cap agreement dated as of December 29, 2006, entered into
          by the
          Supplemental Interest Trust and the Cap Counterparty, which agreement provides
          for the monthly payment specified therein to the Trustee (for the benefit
          of the
          Offered Certificateholders (other than the Class AIO Certificates)) commencing
          with the Distribution Date in January 2008 and terminating in (but including
          the
          Distribution Date in) December 2011, by the Cap Counterparty, but subject
          to the
          conditions set forth therein, including the 1992 ISDA Master Swap Agreement
          (Multi-Currency Cross Border), together with any schedules, confirmations,
          Credit Support Annex or other agreements relating thereto, attached hereto
          as
          Exhibit N-2.

         


        
          
            
            

          

          
            18

            
              

            

          

          
            
            

          

        


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

         

        Cap
          Counterparty:
          The
          counterparty to the Supplemental Interest Trust under the Cap Agreement,
          and any
          successor in interest or assigns. Initially, the Cap Counterparty shall
          be IXIS
          Financial Products Inc.

         

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

         

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

         

        Cap
          Replacement Receipts:
          As
          defined in Section 5.08(b).

         

        Cap
          Replacement Receipts Account:
          As
          defined in Section 5.08(b).

         

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

         

        Cap
          Termination Receipts:
          As
          defined in Section 5.08(b).

         

        Cap
          Termination Receipts Account:
          As
          defined in Section 5.08(b).

         

        Carryforward
          Interest:
          With respect to any Distribution Date and any Class of Certificates (other
          than
          the Class X, Class C-X, Class S-X, Class P, Class R and Class LT-R
          Certificates), the
          sum
          of (i) the amount, if any, by which (x) the sum of (A) Current Interest
          for such
          Class for the immediately preceding Distribution Date and (B) any unpaid
          Carryforward Interest for such Class from previous Distribution Dates exceeds
          (y) the amount distributed in respect of interest on such Class on such
          immediately preceding Distribution Date, and (ii) interest on such amount
          for
          the related Accrual Period at the applicable Certificate Interest
          Rate.

         

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

         

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

         

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

         

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

         


        
          
            
            

          

          
            19

            
              

            

          

          
            
            

          

        


        Certificate
          Principal Amount:
          With respect to any Certificate (other than the Class AIO, Class P, Class
          X,
          Class C-X, Class S-X, Class R and Class LT-R Certificates) and any Distribution
          Date, the initial Certificate Principal Amount thereof on the Closing Date,
          less
          the amount of all principal distributions previously distributed with respect
          to
          such Certificate prior to such Distribution Date, and, in the case of the
          Offered Certificates, as reduced by any Applied Loss Amount previously
          allocated
          thereto; provided,
          however,
          that on each Distribution Date on which a related Subsequent Recovery is
          distributed, (i) the Certificate Principal Amount of any Offered Certificates
          whose Certificate Principal Amount has previously been reduced by application
          of
          Applied Loss Amounts will be increased, in order of seniority, by an amount
          (to
          be applied pro
          rata
          to all Certificates of such Class) equal to the lesser of (1) any Deferred
          Amount for each such Class immediately prior to such date and (2) the total
          amount of any Subsequent Recovery distributed on such Distribution Date
          after
          application (for this purpose) to any more senior Classes of such Certificates.
          The Class AIO, Class X, Class C-X, Class S-X and Class R Certificates are
          issued
          without Certificate Principal Amounts. The Class P Certificates are issued
          with
          an initial Class P Principal Amount of $100.00. 

         

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

         

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

         

        Certifying
          Party:
          As
          defined in Section 6.20(e)(iii).

        


        Class:
          All Certificates and, in the case of each of Lower-Tier REMIC 1 and Middle-Tier
          REMIC 1 and all Lower Tier Interests bearing the same Class designation.

         

        Class
          I Shortfalls:
          As defined in Section 10.01(l) hereof. For purposes of clarity, the Class
          I
          Shortfall for any Distribution Date shall equal the amount payable to the
          Swap
          Counterparty on such Distribution Date in excess of the amount payable
          on the
          Class I interest in the Upper Tier REMIC 1 on such Distribution Date, all
          as
          further provided in Section 10.01(l) hereof.

         

        Class
          LT-R Certificates:
          Each Class LT-R Certificate executed by the Trustee, and authenticated
          and
          delivered by the Certificate Registrar, substantially in the form annexed
          hereto
          as Exhibit A and evidencing the residual interest in Pooling REMIC
          1.

         

        Class
          Notional Amount:
          With
          respect to the Class AIO Certificates and any Distribution Date, the Class
          Notional Amount of the Class AIO Certificates will be an amount equal to
          the
          product of (a) 50.00% and (b) the beginning Aggregate Loan Balance of the
          Mortgage Loans for the related Distribution Date.

         

        Class
          P Interest:
          An
          interest in the Upper-Tier REMIC, as described in footnote (16) to the
          table
          entitled “The Certificates” in the Preliminary Statement, which interest shall
          be evidenced by the rights of the holders of the Class P Certificates to
          receive
          Prepayment Premiums with respect to Mortgage Loans.

         


        
          
            
            

          

          
            20

            
              

            

          

          
            
            

          

        


        Class
          P Principal Amount:
          As of
          the Closing Date, $100.00.

         

        Class
          Principal Amount:
          With respect to each Class of
          Certificates other than the Class AIO, Class P, Class R, Class LT-R, Class
          X,
          Class C-X and Class S-X Certificates, the aggregate of the Certificate
          Principal
          Amounts (or related Percentage Interest therein aggregating to 100%) of
          all
          Certificates of such Class at the date of determination. With respect to
          the
          Class P Certificates, the Class P Principal Amount. With respect to the
          Class
          AIO, Class R, Class LT-R, Class X, Class C-X and Class S-X Certificates,
          zero.

         

        Class
          R Certificate:
          The Class R Certificate executed by the Trustee, and
          authenticated and delivered by the Certificate Registrar, substantially
          in the
          form annexed hereto as Exhibit A and evidencing the ownership of the sole
          class
          of residual interest in the
          Upper-Tier REMIC as well as ownership of the Class LT1-R Interest and Class
          MT1-R Interest.

         

        Class
          X Distributable Amount:
          On any Distribution Date, the amount of interest that has accrued on the
          notional balance of the Class X Certificates (as described in the Preliminary
          Statement in footnote (17) under the caption “The Certificates,” but that has
          not been distributed prior to such date. In
          addition, such amount shall include the initial Overcollateralization Amount
          of
          $8,025,583.69 (less $100 of such amount allocated to the Class P Certificates)
          to the extent such amount has not been distributed on an earlier Distribution
          Date as part of the Overcollateralization Release Amount

         

        Class
          X Notional Balance:
          With respect to any Distribution Date (and the related Accrual Period)
          the
          aggregate of the Class Principal Amount of the interests in Middle-Tier
          REMIC 1,
          as described in the Preliminary Statement.

         

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

         

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

         

        Clearstream:
          Clearstream Banking, S.A., Luxembourg, and any successor thereto.

         

        Closing
          Date:
          December 29, 2006.

         

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

         

        Collateral
          Account:
          The
          account maintained by the Trustee in accordance with the provisions of
          Section
          5.07(c).

         

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

         

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

         


        
          
            
            

          

          
            21

            
              

            

          

          
            
            

          

        


        Commission:
          The
          United States Securities and Exchange Commission.

         

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

         

        Component:
          Not
          applicable.

         

        Component
          Interest Rate:
          Not
          applicable.

         

        Component
          Principal Amount:
          Not applicable.

         

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

         

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

         

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

         

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

         

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

         

        Cooperative
          Shares:
          Shares
          issued by a Cooperative Corporation.

         

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

         

        Corporate
          Trust Office:
          The
          office of the Trustee at which at any particular time its corporate trust
          business with respect to this Agreement shall be administered, which office
          at
          the date of execution of this Agreement shall be in the case of Certificate
          transfers and for purposes of presentment and surrender of the Certificates
          for
          final distribution thereon, 135 South LaSalle Street, Suite 1511, Chicago,
          Illinois, 60603,
          Attention: Global Securities and Trust Services - LXS 2006-20 or any such
          other
          address as the Trustee may designate from time to time by notice to the
          Certificateholders, the Depositor and the Master Servicer.

         


        
          
            
            

          

          
            22

            
              

            

          

          
            
            

          

        


        Corresponding
          Class:
          The
          Class of Certificates that corresponds to a class of interests in Middle-Tier
          REMIC 1, as described in the Preliminary Statement.

         

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

         

        Credit
          Support Annex:
          Each
          credit support annex to the Swap Agreement and the Cap Agreement dated
          as of
          December 29, 2006, between the Supplemental Interest Trust and the Swap
          Counterparty and Cap Counterparty, as applicable.

         

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

         

        
          	
                  Distribution
                    Date

                	
                  Loss
                    Percentage

                
	
                  January
                    2009 through December 2009

                	
                  0.30%
                    for the first month plus
                    an
                    additional 1/12th
                    of
                    0.40% for each month thereafter

                
	 	 
	
                  January
                    2010 through December 2010

                	
                  0.70%
                    for the first month plus
                    an
                    additional 1/12th
                    of
                    0.50% for each month thereafter

                
	 	 
	
                  January
                    2011 through December 2011

                	
                  1.20%
                    for the first month plus
                    an
                    additional 1/12th
                    of
                    0.50% for each month thereafter

                
	 	 
	
                  January
                    2012 through December 2012

                	
                  1.70%
                    for the first month plus
                    an
                    additional 1/12th
                    of
                    0.30% for each month thereafter

                
	 	 
	
                  January
                    2013 and thereafter

                	
                  2.00%

                


        

         

        Current
          Interest:
          With
          respect to any Offered Certificate and any Distribution Date, the aggregate
          amount of interest accrued at the applicable Certificate Interest Rate
          during
          the related Accrual Period on the Class Principal Amount (or Class Notional
          Amount) thereof immediately prior to such Distribution Date. 

         


        
          
            
            

          

          
            23

            
              

            

          

          
            
            

          

        


        Custodial
          Account:
          Any
          custodial account (other than an Escrow Account) established and maintained
          by a
          Servicer pursuant to a Servicing Agreement.

         

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

         

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

         

        Cut-off
          Date:
          With
          respect to all Mortgage Loans, December 1, 2006.

         

        Cut-off
          Date Balance:
          With
          respect to the Mortgage Loans in the Trust Fund on the Closing Date, the
          aggregate Scheduled Principal Balance of such Mortgage Loans as of the
          Cut-off
          Date.

         

        Debt
          Service Reduction:
          With
          respect to any Mortgage Loan, a reduction of the Scheduled Payment that
          the
          related Mortgagor is obligated to pay on any Due Date as a result of, or
          in
          connection with, any proceeding under Bankruptcy law or any similar
          proceeding.

         

        Defaulting
          Party:
          As
          defined in the Swap Agreement.

         

        Deferred
          Amount:
          With
          respect to any Distribution Date and each Offered Certificate (other than
          the
          Class AIO Certificates), the amount by which the aggregate Applied Loss
          Amounts
          previously applied in reduction of the Certificate Principal Amount thereof,
          less (i) any amounts previously reimbursed in respect thereof and (ii)
          the
          amount by which the Certificate Principal Amount of such Offered Certificate
          has
          been increased due to any Subsequent Recovery. 

         

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

         

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

         

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

         

        Delinquency
          Event:
          With
          respect to any Distribution Date, a Delinquency Event shall occur if the
          Rolling
          Three Month Delinquency Rate as of the last day of the immediately preceding
          calendar month equals or exceeds 40.00% of the Senior Enhancement Percentage
          for
          such Distribution Date.

         


        
          
            
            

          

          
            24

            
              

            

          

          
            
            

          

        


        Delinquency
          Rate:
          With
          respect to any calendar month, the fraction, expressed as a percentage,
          the
          numerator of which is the aggregate outstanding principal balance of all
          Mortgage Loans which are 60 days Delinquent or more (including all foreclosures,
          bankruptcies and REO Properties) as of the close of business on the last
          day of
          such month, and the denominator of which is the Aggregate Loan Balance
          as of
          the close of business on the last day of such month.

         

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

         

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

         

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

         

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

         

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

         

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

         

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

         

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

         

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

         


        
          
            
            

          

          
            25

            
              

            

          

          
            
            

          

        


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

         

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

         

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

         

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

         

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

         

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

         


        
          
            
            

          

          
            26

            
              

            

          

          
            
            

          

        


        (vi) a
          Qualified GIC;

         

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

         

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

         

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

         

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

         

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

         

        ERISA-Restricted
          Certificate:
          Any
          Class P, Class R, Class LT-R, Class X, Class C-X and Class S-X Certificate
          and
          any Certificate with a rating below the lowest applicable rating permitted
          under
          the Underwriter’s Exemption.

         


        
          
            
            

          

          
            27

            
              

            

          

          
            
            

          

        


        ERISA-Restricted
          Trust Certificate:
          Any
          Offered Certificate (other than the Class AIO Certificate).

         

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

         

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

         

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

         

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

         

        Exchange
          Act:
          The
          Securities and Exchange Act of 1934, as amended, and the rules and regulations
          thereunder.

        


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

         

        Excluded
          Trust Assets:
          As
          defined in the Preliminary Statement. 

        


        Fannie
          Mae:
          Fannie
          Mae, f/k/a the Federal National Mortgage Association, a federally chartered
          and
          privately owned corporation organized and existing under the Federal National
          Mortgage Association Charter Act, or any successor thereto.

         

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

         

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

         

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

         

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

         

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

         

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

         

        Ginnie
          Mae
          or
GNMA:
          Ginnie
          Mae, f/k/a the Government National Mortgage Association, a wholly owned
          corporate instrumentality of the United States within HUD.

         


        
          
            
            

          

          
            28

            
              

            

          

          
            
            

          

        


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

         

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

         

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

         

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

         

        Initial
          LIBOR Rate:
          5.350%
          per annum.

         

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

         

        Insurance
          Fee Rate:
          With
          respect to each Mortgage Loan insured by an Insurance Policy paid for by
          the
          lender, the per annum rate specified in the Mortgage Loan Schedule.

         

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

         

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

         


        
          
            
            

          

          
            29

            
              

            

          

          
            
            

          

        


        Interest
          Remittance Amount:
          With
          respect any Distribution Date, (a) the sum of (1) all interest collected
          (other
          than in connection with Payaheads and Prepayment Premiums) or advanced
          in
          respect of Scheduled Payments during the related Collection Period by the
          Servicers, the Master Servicer, or the Trustee (solely acting in its capacity
          as
          successor Master Servicer), minus
          (x) the
          Servicing Fee with respect to the Mortgage Loans and (y) previously unreimbursed
          Advances and other amounts due to the Servicers, the Master Servicer or
          the
          Trustee (solely acting in its capacity as successor Master Servicer) to
          the
          extent allocable to interest and the allocable portion of previously
          unreimbursed Servicing Advances with respect to the Mortgage Loans to the
          extent
          allocable to interest, (2) any Compensating Interest Payments with respect
          to
          the Mortgage Loans with respect to the related Prepayment Period or related
          Collection Period, as applicable, (3) the portion of any Purchase Price,
          as
          applicable, or Substitution Amount paid with respect the Mortgage Loans
          during
          the related Prepayment Period (or in the case of Mortgage Loans serviced
          by
          Aurora, the relevant Collection Period) allocable to interest, and (4) all
          Net Liquidation Proceeds, Subsequent Recoveries, Insurance Proceeds and
          any
          other recoveries collected with respect to the Mortgage Loans during the
          related
          Prepayment Period (or in the case of Mortgage Loans serviced by Aurora,
          the
          relevant Collection Period), to the extent allocable to interest, as reduced
          by
          (b) other costs, expenses or liabilities reimbursable to the Trustee, the
          Master
          Servicer or each Servicer to the extent provided in this Agreement and
          each
          Servicing Agreement, and the Custodian pursuant to the Custodial Agreement;
          provided,
          however,
          that in the case of the Trustee, such reimbursable amounts may not exceed
          $500,000 during any Anniversary Year up to and including the Anniversary
          Year in
          which the Stepdown Date occurs and $200,000 during any Anniversary Year
          thereafter (the “Applicable Maximum Reimbursement Amount”). In the event that
          the Trustee incurs reimbursable amounts in excess of the Applicable Maximum
          Reimbursement Amount in any Anniversary Year, it may obtain reimbursement
          for
          such amounts in subsequent Anniversary Years, but in no event shall more
          than
          the Applicable Maximum Reimbursement Amount in aggregate be reimbursed
          to the
          Trustee per Anniversary Year. Notwithstanding the foregoing, costs and
          expenses
          incurred by the Trustee pursuant to Section 6.14(a) in connection with
          any
          transfer of servicing shall be excluded in determining the Applicable Maximum
          Reimbursement Amount limitation on reimbursable amounts per Anniversary
          Year.
For
          the
          avoidance of doubt, (i) the Interest Remittance Amount available on each
          Swap
          Payment Date for distributions to the Swap Account shall be equal to the
          Interest Remittance Amount on the related Distribution Date and (ii) the
          Interest Remittance Amount for each Distribution Date shall be calculated
          without regard to any distributions to the Swap Account on the related
          Swap
          Payment Date. 

         

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

         

        Item
          1122 Responsible Party:
          With
          respect to the criteria to be addressed under Item 1122 of Regulation AB,
          the
          attesting party as indicated in the table attached hereto at Exhibit
          O.

         

        Latest
          Possible Maturity Date:
          The
          Distribution Date occurring in January 2041.

         

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

         

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

         


        
          
            
            

          

          
            30

            
              

            

          

          
            
            

          

        


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

         

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

         

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

         

        LIBOR
          Certificate:
          Any
          Class A1, Class A2, Class A3, Class A4, Class A5, Class M1, Class M2, Class
          M3,
          Class M4, Class M5, Class M6, Class M7, Class M8 or Class M9
          Certificates.

         

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

         

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

         

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

         

        Liquidation
          Proceeds:
          Cash
          received in connection with the liquidation of a defaulted Mortgage Loan,
          whether through the sale or assignment of such Mortgage Loan, trustee’s sale,
          foreclosure sale, payment in full, discounted payoff, condemnation proceeds,
          Insurance Proceeds, or otherwise, or the sale of the related Mortgaged
          Property
          if the Mortgaged Property is acquired in satisfaction of the Mortgage Loan
          by
          foreclosure or deed in lieu of foreclosure, including any amounts remaining
          in
          the related Escrow Account.

         


        
          
            
            

          

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

         

        Lower-Tier
          Interest:
          As
          described in the Preliminary Statement.

         

        Lower-Tier
          REMIC:
          Any of
          Pooling REMIC 1 or Lower-Tier REMIC 1. 

        


        Lower-Tier
          REMIC 1:
          As
          described in the Preliminary Statement.

         

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

        


        M1
          Margin:
          As defined in footnote (7) of the Preliminary Statement under the caption
“The
          Certificates.”

         

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

         

        M1
          Target Amount:
          With
          respect to any Distribution Date, an amount equal to the lesser of (a)
          the
          product of (i) 88.60% and (ii) the Aggregate Loan Balance for such Distribution
          Date determined as of the last day of the related Collection Period and
          (b) the
          amount, if any, by which (1) the Aggregate Loan Balance for such Distribution
          Date determined as of the last day of the related Collection Period exceeds
          (2)
          the Overcollateralization Floor. 

         

        M2
          Margin:
          As defined in footnote (8) of the Preliminary Statement under the caption
“The
          Certificates.”

         

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

         

        M2
          Target Amount:
          With
          respect to any Distribution Date an amount equal to the lesser of (a) the
          product of (i) 90.80% and (ii) the Aggregate Loan Balance for such Distribution
          Date determined as of the last day of the related Collection Period and
          (b) the
          amount, if any, by which (1) the Aggregate Loan Balance for such Distribution
          Date determined as of the last day of the related Collection Period exceeds
          (2)
          the Overcollateralization Floor.

         


        
          
            
            

          

          
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        M3
          Margin:
          As defined in footnote (9) of the Preliminary Statement under the caption
“The
          Certificates.”

         

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

         

        M3
          Target Amount:
          With
          respect to any Distribution Date an amount equal to the lesser of (a) the
          product of (i) 91.80% and (ii) the Aggregate Loan Balance for such Distribution
          Date determined as of the last day of the related Collection Period and
          (b) the
          amount, if any, by which (1) the Aggregate Loan Balance for such Distribution
          Date determined as of the last day of the related Collection Period exceeds
          (2)
          the Overcollateralization Floor.

         

        M4
          Margin:
          As defined in footnote (10) of the Preliminary Statement under the caption
“The
          Certificates.”

         

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

         

        M4
          Target Amount:
          With
          respect to any Distribution Date an amount equal to the lesser of (a) the
          product of (i) 92.80% and (ii) the Aggregate Loan Balance for such Distribution
          Date determined as of the last day of the related Collection Period and
          (b) the
          amount, if any, by which (1) the Aggregate Loan Balance for such Distribution
          Date determined as of the last day of the related Collection Period exceeds
          (2)
          the Overcollateralization Floor.

         

        M5
          Margin:
          As defined in footnote (11) of the Preliminary Statement under the caption
“The
          Certificates.”

         

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

         

        M5
          Target Amount:
          With
          respect to any Distribution Date an amount equal to the lesser of (a) the
          product of (i) 93.80% and (ii) the Aggregate Loan Balance for such Distribution
          Date determined as of the last day of the related Collection Period and
          (b) the
          amount, if any, by which (1) the Aggregate Loan Balance for such Distribution
          Date determined as of the last day of the related Collection Period exceeds
          (2)
          the Overcollateralization Floor.

         


        
          
            
            

          

          
            33

            
              

            

          

          
            
            

          

        


        M6
          Margin:
          As defined in footnote (12) of the Preliminary Statement under the caption
“The
          Certificates.”

         

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

         

        M6
          Target Amount:
          With
          respect to any Distribution Date an amount equal to the lesser of (a) the
          product of (i) 94.80% and (ii) the Aggregate Loan Balance for such Distribution
          Date determined as of the last day of the related Collection Period and
          (b) the
          amount, if any, by which (1) the Aggregate Loan Balance for such Distribution
          Date determined as of the last day of the related Collection Period exceeds
          (2)
          the Overcollateralization Floor.

         

        M7
          Margin:
          As defined in footnote (13) of the Preliminary Statement under the caption
“The
          Certificates.”

         

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

         

        M7
          Target Amount:
          With
          respect to any Distribution Date an amount equal to the lesser of (a) the
          product of (i) 95.80% and (ii) the Aggregate Loan Balance for such Distribution
          Date determined as of the last day of the related Collection Period and
          (b) the
          amount, if any, by which (1) the Aggregate Loan Balance for such Distribution
          Date determined as of the last day of the related Collection Period exceeds
          (2)
          the Overcollateralization Floor.

         

        M8
          Margin:
          As defined in footnote (14) of the Preliminary Statement under the caption
“The
          Certificates.”

         

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

         


        
          
            
            

          

          
            34

            
              

            

          

          
            
            

          

        


        M8
          Target Amount:
          With
          respect to any Distribution Date an amount equal to the lesser of (a) the
          product of (i) 96.80% and (ii) the Aggregate Loan Balance for such Distribution
          Date determined as of the last day of the related Collection Period and
          (b) the
          amount, if any, by which (1) the Aggregate Loan Balance for such Distribution
          Date determined as of the last day of the related Collection Period exceeds
          (2)
          the Overcollateralization Floor.

         

        M9
          Margin:
          As defined in footnote (15) of the Preliminary Statement under the caption
“The
          Certificates.”

         

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

         

        M9
          Target Amount:
          With
          respect to any Distribution Date an amount equal to the lesser of (a) the
          product of (i) 97.80% and (ii) the Aggregate Loan Balance for such Distribution
          Date determined as of the last day of the related Collection Period and
          (b) the
          amount, if any, by which (1) the Aggregate Loan Balance for such Distribution
          Date determined as of the last day of the related Collection Period exceeds
          (2)
          the Overcollateralization Floor.

         

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

         

        Master
          Servicer Remittance Date:
          With
          respect to each Distribution Date, the Business Day immediately preceding
          such
          Distribution Date.

         

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

         

        Master
          Servicing Fee Rate:
          0.00%
          per annum.

         

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

         

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

         

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

         


        
          
            
            

          

          
            35

            
              

            

          

          
            
            

          

        


        Middle-Tier
          REMIC 1:
          As
          described in the Preliminary Statement.

         

        Monthly
          Excess Cashflow:
          For any
          Distribution Date, an amount equal to the sum of (i) the Monthly Excess
          Interest
          for such Distribution Date, (ii) the Overcollateralization Release Amount
          for
          such Distribution Date and (iii) any remaining Principal Distribution Amount
          for
          such Distribution Date remaining after distribution pursuant to Section
          5.02(d)(i)(C) or Section 5.02(d)(ii)(K), as applicable.

         

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

         

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

         

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

         

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

         

        Mortgage
          Loan:
          A
          Mortgage and the related notes or other evidences of indebtedness secured
          by
          each such Mortgage conveyed, transferred, sold, assigned to or deposited
          with
          the Trustee pursuant to Section 2.01 or Section 2.05, including without
          limitation, each Mortgage Loan listed on the Mortgage Loan Schedule, as
          amended
          from time to time.

         

        Mortgage
          Loan Sale Agreement:
          The
          mortgage loan sale and assignment agreement dated as of December 1, 2006
          for the
          sale of the Mortgage Loans by the Seller to the Depositor.

         

        Mortgage
          Loan Schedule:
          The
          schedule attached hereto as Schedule A, which shall identify each Mortgage
          Loan,
          as such schedule may be amended from time to time to reflect the addition
          of
          Mortgage Loans to, or the deletion of Mortgage Loans from, the Trust Fund.
          Such
          schedule shall set forth, among other things, the following information
          with
          respect to each Mortgage Loan: (i) the Mortgage Loan identifying number;
          (ii)
          the Mortgagor’s name; (iii) the street address of the Mortgaged Property
          including the city, state and zip code; (iv) the original principal amount
          of
          the Mortgage Loan; (v) the Mortgage Rate at origination; (vi) the monthly
          payment of principal and interest at origination; (vii) the Seller of such
          Mortgage Loan to the Depositor; (viii) the Servicer servicing such Mortgage
          Loan
          and the applicable Servicing Fee Rate; (ix) with respect to any Mortgage
          Loan
          with a lender paid Insurance Policy, the related Insurance Fee Rate; (x)
          the
          applicable Prepayment Premium, if any, and the method of calculation, (xi)
          the
          Custodian with respect to the Mortgage File related to such Mortgage Loan
          and
          (xii) the Mortgage Pool into which the Mortgage Loan has been deposited.
          The
          Depositor shall be responsible for providing the Trustee and the Master
          Servicer
          with all amendments to the Mortgage Loan Schedule.

         

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

         

        Mortgage
          Rate:
          As to
          any Mortgage Loan, the per annum rate at which interest accrues on such
          Mortgage
          Loan, determined under in the related Mortgage Note as reduced by any Relief
          Act
          Reductions.

         


        
          
            
            

          

          
            36

            
              

            

          

          
            
            

          

        


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

         

        Mortgagor:
          The
          obligor on a Mortgage Note.

         

        Net
          Excess Spread Percentage:
          With
          respect to any Distribution Date, the fraction, expressed as a percentage,
          the
          numerator of which is equal to the product of (i) the amount, if any, by
          which
          (a) the Interest Remittance Amount for such Distribution Date exceeds (b)
          the
          Current Interest payable with respect to the Offered Certificates for such
          Distribution Date and (ii) 12, and the denominator of which is the Aggregate
          Loan Balance for such Distribution Date.

         

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

         

        Net
          Liquidation Proceeds:
          With
          respect to any Liquidated Mortgage Loan, the related Liquidation Proceeds
          net of
          (i) unreimbursed expenses and (ii) any unreimbursed Advances, if any, received
          and retained in connection with the liquidation of such Mortgage
          Loan.

         

        Net
          Mortgage Rate:
          With
          respect to any Mortgage Loan, the Mortgage Rate thereof reduced by (i)
          the
          Servicing Fee Rate for such Mortgage Loan, and (ii) the Insurance Fee Rate,
          if
          applicable.

         

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

         

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

        



        
          
            
            

          

          
            37

            
              

            

          

          
            
            

          

        


        Net
          WAC Rate:
          With
          respect to any Distribution Date (and the related Accrual Period), a per
          annum
          rate equal to the weighted average of the Net Mortgage Rates of the Mortgage
          Loans as of the first day of the related Collection Period (not including
          for
          this purpose Mortgage Loans for which prepayments in full have been received
          and
          distributed in the month prior to that Distribution Date).

         

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

         

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

         

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

         

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

         

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

         

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

         

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

         

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

         

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

         

        Notional
          Certificate:
          Any
          Class AIO Certificate.

         

        Offered
          Certificates:
          The
          Senior Certificates and the Offered Subordinate Certificates. 

         

        Offered
          Subordinate Certificates:
          The
          Class M1, Class M2, Class M3, Class M4, Class M5, Class M6, Class M7, Class
          M8
          and Class M9 Certificates.

         

        Offering
          Document:
          The
          Prospectus.

         

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

         

        Opinion
          of Counsel:
          A
          written opinion of counsel, reasonably acceptable in form and substance
          to the
          Trustee, and who may be in-house or outside counsel to the Depositor, the
          Master
          Servicer or the Trustee but which must be Independent outside counsel with
          respect to any such opinion of counsel concerning the transfer of any Residual
          Certificate or concerning certain matters with respect to the Employee
          Retirement Income Security Act of 1974, as amended (“ERISA”), or the taxation,
          or the federal income tax status, of each REMIC.

         


        
          
            
            

          

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

         

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

         

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

         

        Overcollateralization
          Amount:
          With
          respect to any Distribution Date, the amount, if any, by which (x) the
          Aggregate
          Loan Balance for such Distribution Date determined as of the last day of
          the
          related Collection Period exceeds (y) the aggregate Class Principal Amount
          of
          the Offered Certificates (other than the Class AIO Certificates), in each
          case
          after giving effect to distributions on such Distribution Date.

         

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

         

        Overcollateralization
          Floor:
          An
          amount equal to 0.35% of the Aggregate Loan Balance as of the Cut-off
          Date.

         

        Overcollateralization
          Release Amount:
          With
          respect to any Distribution Date, the lesser of (x) the Principal Remittance
          Amount for such Distribution Date and (y) the amount, if any, by which
          (1) the
          Overcollateralization Amount for such Distribution Date (calculated for
          this
          purpose on the basis of the assumption that 100% of the Principal Remittance
          Amount for such date is applied on such Distribution Date in reduction
          of the
          aggregate Certificate Principal Amount of the Offered Certificates) exceeds
          (2)
          the Targeted Overcollateralization Amount for such Distribution
          Date.

         

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

         


        
          
            
            

          

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

         

        PCAOB:
          The
          Public Company Accounting Oversight Board.

         

        Percentage
          Interest:
          With
          respect to any Certificate, its percentage interest in the undivided beneficial
          ownership interest in the Trust Fund evidenced by all Certificates of the
          same
          Class as such Certificate. With respect to any Certificate other than the
          Class
          AIO, Class X, Class C-X, Class S-X, Class P, Class R and Class LT-R
          Certificates, the Percentage Interest evidenced thereby shall equal the
          initial
          Certificate Principal Amount thereof divided by the initial Class Principal
          Amount of all Certificates of the same Class. With respect to the Class
          X, Class
          C-X, Class S-X, Class P, Class R and Class LT-R Certificates, the Percentage
          Interest evidenced thereby shall be as specified on the face thereof, or
          otherwise be equal to 100%. With respect to any Class AIO Certificate,
          the
          Percentage Interest evidenced thereby shall equal the initial Notional
          Amount of
          such Class as set forth on the face thereof divided by the initial Class
          Notional Amount thereof.

         

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

         

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

         

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

         

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

         

        Pool
          Purchase Price:
          A price
          equal to the sum of (i) 100% of the unpaid principal balance of each Mortgage
          Loan on the day of such purchase plus
          interest
          accrued thereon at the applicable Mortgage Rate, from the date as to which
          interest was last paid to (but not including) the Due Date in the Collection
          Period immediately preceding the related Distribution Date, (ii) the amount
          of
          any costs and damages incurred by the Trust Fund as a result of any violation
          of
          any applicable federal, state or local predatory- or abusive-lending law
          arising
          from or in connection with the origination of such Mortgage Loan, (iii)
          the
          amount of any unreimbursed Servicing Advances and amounts owed to the Trustee
          hereunder with respect to such Mortgage Loans, (iv) the fair market value
          of any
          REO Property and any other property held by the Trust Fund with respect
          to such
          Mortgage Loans, such fair market value to be determined by an appraiser
          or
          appraisers mutually agreed upon by the Master Servicer and the Trustee
          (reduced,
          in the case of REO Property, by (1) reasonably anticipated disposition
          costs and
          (2) any amount by which the fair market value as so reduced exceeds the
          outstanding principal balance of the related Mortgage Loan) plus interest
          accrued thereon at the applicable Net Mortgage Rate to the date of such
          purchase
          and (v) any Swap Termination Payment payable to the Swap Counterparty as
          a
          result of a termination pursuant to Section 7.01.

         


        
          
            
            

          

          
            40

            
              

            

          

          
            
            

          

        


        Pooling
          REMIC 1 Regular Interests:
          Lower-Tier Interests in Pooling REMIC 1 as described in the Preliminary
          statement.

         

        Prepayment
          Interest Excess:
          With respect to any Distribution Date and any Mortgage Loan for which Aurora
          is
          the primary servicer, any Principal Prepayment in full received on the
          Mortgage
          Loans from the first day through the sixteenth (16th)
          day of the month during which such Distribution Date occurs, all amounts
          paid in
          respect of interest at the applicable Net Mortgage Rate on such Principal
          Prepayment. 

         

        Prepayment
          Interest Shortfall:
          With respect to any Distribution Date and (x) any Principal Prepayment
          in full
          (with respect to those Mortgage Loans serviced by Servicers other than
          Aurora)
          and (y) any Principal Prepayment in full with respect to those Mortgage
          Loans
          serviced by Aurora if such Principal Prepayment is received on or after
          the
          seventeenth (17th)
          day of the month immediately preceding the month of such Distribution Date,
          but
          on or before the last day of the month immediately preceding the month
          of such
          Distribution Date, the difference between (i) one full month’s interest at the
          applicable Net Mortgage Rate (after giving effect to any applicable Relief
          Act
          Reduction) on the outstanding principal balance of such Mortgage Loan
          immediately prior to such prepayment and (ii) the amount of interest actually
          received with respect to such Mortgage Loan in connection with such Principal
          Prepayment.

         

        Prepayment
          Period:
          With
          respect to those Mortgage Loans serviced by Servicers other than Aurora
          and any
          Distribution Date and any Principal Prepayment, whether in part or in full
          (including any liquidation), the calendar month immediately preceding the
          month
          in which such Distribution Date occurs. With respect to any Distribution
          Date
          and a Principal Prepayment in full (including any liquidation) with respect
          to
          those Mortgage Loans serviced by Aurora, the period from the seventeenth
          (17th)
          day of
          the month immediately preceding the month of such Distribution Date to
          the
          sixteenth (16th)
          day of
          the month of such Distribution Date (except in the case of the January
          2007
          Distribution Date, for which the related Prepayment Period will be the
          period
          from December 1, 2006 through January 16, 2006). With respect to those
          Mortgage
          Loans serviced by Aurora, any Distribution Date and any Principal Prepayment
          in
          part, the calendar month immediately preceding the month in which such
          Distribution Date occurs.

         

        Prepayment
          Premiums:
          Any
          prepayment fees and penalties to be paid by the Mortgagor on a Mortgage
          Loan
          with respect to which the Seller owns the servicing rights, as indicated
          in the
          Mortgage Loan Schedule. Prepayment Premiums shall not be included in the
          Principal Remittance Amount or the Interest Remittance Amount.

         

        Primary
          Mortgage Insurance Policy:
          Any
          mortgage guaranty insurance, if any, on an individual Mortgage Loan as
          evidenced
          by a policy or certificate, whether such policy is obtained by the originator,
          the lender or the borrower.

         

        Principal
          Distribution Amount:
          With
          respect to any Distribution Date, an amount equal to the Principal Remittance
          Amount for such date minus
          the
          Overcollateralization Release Amount, if any, for such Distribution Date.
          

         

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

         


        
          
            
            

          

          
            41

            
              

            

          

          
            
            

          

        


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

         

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

         

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

         

        Prospectus:
          The
          prospectus supplement dated December 28, 2006 together with the accompanying
          prospectus dated November 13, 2006, relating to the Offered
          Certificates.

         

        Purchase
          Price:
          With
          respect to the purchase of a Mortgage Loan or related REO Property pursuant
          to
          Section 2.05 of this Agreement, an amount equal to the sum of (a) 100%
          of the
          unpaid principal balance of such Mortgage Loan, (b) accrued interest thereon
          at
          the applicable Mortgage Rate, from the date as to which interest was last
          paid
          to (but not including) the Due Date in the Collection Period immediately
          preceding the related Distribution Date; (c) any unreimbursed Servicing
          Advances
          with respect to such Mortgage Loan; and (d) any costs and damages incurred
          by
          the Trust Fund with respect to such Mortgage Loan in connection with any
          violation of any applicable federal, state or local predatory or abusive
          lending
          laws or other similar laws arising from or in connection with the origination
          of
          such Mortgage Loan.
          The
          Master Servicer, each Servicer (or the Trustee, in its capacity as successor
          Master Servicer, if applicable) shall be reimbursed from the Purchase Price
          for
          any Mortgage Loan or related REO Property for any Advances made or other
          amounts
          advanced with respect to such Mortgage Loan or related REO Property that
          are
          reimbursable to the Master Servicer or such Servicer under this Agreement
          or the
          Servicing Agreement (or to the Trustee hereunder in its capacity as successor
          Master Servicer), together with any accrued and unpaid compensation due
          to the
          Master Servicer, any Servicer or the Trustee hereunder or
          thereunder.

         


        
          
            
            

          

          
            42

            
              

            

          

          
            
            

          

        


        QIB:
          As
          defined in Section 3.03(c).

         

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

         

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

         

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

         

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

         

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

         

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

         

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

         


        
          
            
            

          

          
            43

            
              

            

          

          
            
            

          

        


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

         


        
          
            
            

          

          
            44

            
              

            

          

          
            
            

          

        


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

         

        Realized
          Loss:
          With
          respect to each Liquidated Mortgage Loan, an amount equal to (i) the unpaid
          principal balance of such Mortgage Loan as of the date of liquidation,
          minus
          (ii)
          Liquidation Proceeds received, to the extent allocable to principal, net
          of
          amounts that are reimbursable therefrom to the Master Servicer or any Servicer
          with respect to such Mortgage Loan (other than Advances of principal) including
          expenses of liquidation. In determining whether a Realized Loss is a Realized
          Loss of principal, Liquidation Proceeds shall be allocated, first, to payment
          of
          expenses related to such Liquidated Mortgage Loan, then to accrued unpaid
          interest and finally to reduce the principal balance of the Mortgage
          Loan.

         

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

         

        Record
          Date:
          With
          respect to the LIBOR Certificates, and any Distribution Date, the close
          of
          business on the Business Day immediately preceding such Distribution Date.
          With
          respect to the Class AIO, Class P, Class X, Class C-X, Class S-X, Class
          LT-R and
          Class R Certificates and any Class of Definitive Certificates and any
          Distribution Date, the last Business Day of the month immediately preceding
          the
          month in which the Distribution Date occurs (or, in the case of the first
          Distribution Date, the Closing Date).

         

        Regulation
          AB:
          Subpart
          229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R.
§§229.1100-229.1123, as such may be amended from time to time, and subject
          to
          such clarification and interpretation as have been provided by the Commission
          in
          the adopting release (Asset-Backed Securities, Securities Act Release No.
          33-8518, 70 Fed. Reg. 1,506-1,631 (Jan. 7, 2005)) or by the staff of the
          Commission, or as may be provided by the Commission or its staff from time
          to
          time.

         

        Regulation
          S:
          Not
          applicable.

         

        Regulation
          S Global Security:
          Not
          applicable.

         

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

         

        Relief
          Act:
          The
          Servicemembers Civil Relief Act, as amended, and any similar state law
          or
          regulation.

         

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

         


        
          
            
            

          

          
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        REMIC:
          Each
          pool of assets in the Trust Fund designated as a REMIC pursuant to Section
          10.01(a) hereof.

         

        REMIC
          Net Funds Cap:
          For any
          Distribution Date (and the related Accrual Period) and any Class of Certificates
          (other than the Class AIO Certificates), an amount equal to (i) the weighted
          average of the interest rates on the regular interests in Middle-Tier REMIC
          1
          (other than the Class MT1-IO Interests), weighted in proportion to their
          Class
          Principal Amounts as of the beginning of the related Accrual Period, multiplied
          by (ii) the quotient of (a) 30 divided by (b) the actual number of days
          in the
          Accrual Period.

         

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

         

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

         

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

         

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

         

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

         

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

         

        Residual
          Certificates:
          The
          Class LT-R and Class R Certificates.

         

        Responsible
          Officer:
          When
          used with respect to the Trustee, any Vice President, Assistant Vice President,
          the Secretary, any assistant secretary, or any officer, working in its
          Corporate
          Trust Office and having responsibility for the administration of this Agreement,
          and any other officer to whom a matter arising under this Agreement may
          be
          referred.

         

        Restricted
          Certificate:
          Any
          Class P, Class X, Class C-X, Class S-X, Class LT-R or Class R
          Certificate.

         


        
          
            
            

          

          
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        Restricted
          Global Security:
          Not
          Applicable.

         

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

         

        Rules:
          As
          defined in Section 6.20(c).

         

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

         

        Scheduled
          Notional Amount:
          For
          each Distribution Date and the Swap Agreement, the amount set forth in
          Exhibit
          N-1. The initial Scheduled Notional Amount with respect to the Swap Agreement
          will be $703,268,946. For each Distribution Date and the Cap Agreement,
          the
          amount set forth in Exhibit N-2. The initial Scheduled Notional Amount
          with
          respect to the Cap Agreement will be $35,596,850.

         

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

         

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

         

        Section
          7.01(d) Purchase Event:
          The
          purchase of all the Pooling REMIC 1 Regular Interests.

         

        Securities
          Act:
          The
Securities
          Act of 1933, as amended

         


        
          
            
            

          

          
            47

            
              

            

          

          
            
            

          

        


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

         

        Seller:
          Lehman
          Brothers Holdings Inc. or any successor in interest thereto.

         

        Senior
          Certificates:
          Collectively, the Class A1, Class A2, Class A3, Class A4, Class A5 and
          Class AIO
          Certificates.

         

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

         

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

         

        Senior
          Priority:
          The
          priority of distributions on the Senior Certificates described in Section
          5.02(d)(i)(B).

         

        Senior
          Target Amount:
          With
          respect to any Distribution Date an amount equal to the lesser of (a) the
          product of (i) 84.00% and (ii) the Aggregate Loan Balance for such Distribution
          Date determined as of the last day of the related Collection Period and
          (b) the
          amount, if any, by which (1) the Aggregate Loan Balance for such Distribution
          Date determined as of the last day of the related Collection Period exceeds
          (2)
          the Overcollateralization Floor.

         

        Servicer:
          Any
          Servicer that has entered into any of the Servicing Agreements attached
          as
          Exhibit E hereto, or any successor in interest.

         

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

         

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

         


        
          
            
            

          

          
            48

            
              

            

          

          
            
            

          

        


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

         

        Servicing
          Agreement:
          Each
          servicing agreement or reconstituted servicing agreement entered into between
          a
          Servicer and the Seller dated as of December 1, 2006, attached hereto in
          Exhibit
          E, and any other servicing agreement entered into between a successor servicer
          and the Seller or the Trustee pursuant to the terms hereof.

         

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

         

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

         

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

         

        Sponsor:
          Lehman
          Brothers Holdings Inc.

         

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

         

        Stepdown
          Date:
          The
          earlier of (x) the first Distribution Date following the Distribution Date
          on
          which the Class Principal Amounts of the Senior Certificates (other than
          the
          Class AIO Certificates) have each been reduced to zero or (y) the later
          to occur
          of (1) the Distribution Date in January 2010 and (2) the first Distribution
          Date
          on which the Senior Enhancement Percentage (calculated for this purpose
          after
          giving effect to payments or other recoveries in respect of the Mortgage
          Loans
          during the related Collection Period, but before giving effect to distributions
          on any related Certificate on such Distribution Date) is greater than or
          equal
          to 16.00%.

         

        Subcontractor:
          Any
          vendor, subcontractor or other Person that is not responsible for the overall
          servicing (as “servicing” is commonly understood by participants in the
          mortgage-backed securities market) of the Mortgage Loans but performs one
          or
          more discrete material servicing functions required to be performed under
          this
          Agreement, any Servicing Agreement or any subservicing agreement, as identified
          in Item 1122(d) of Regulation AB with respect to the Mortgage Loans under
          the
          direction or authority of a Servicer, the Master Servicer, the Trustee
          or a
          Custodian.

        


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

         

        Subsequent
          Recovery:
          Any
          amount recovered by a Servicer or the Master Servicer with respect to a
          Liquidated Mortgage Loan with respect to which a Realized Loss was incurred
          after the liquidation or disposition of such Mortgage Loan.

         


        
          
            
            

          

          
            49

            
              

            

          

          
            
            

          

        


        Subservicer:
          Any
          Person that (i) is considered to be a Servicing Function Participant, (ii)
          services Mortgage Loans on behalf of any Servicer or Additional Servicer,
          and
          (iii) is responsible for the performance (whether directly or through
          subservicers or Subcontractors) of any material servicing functions required
          to
          be performed under this Agreement, any related Servicing Agreement or any
          subservicing agreement that are identified in Item 1122(d) of Regulation
          AB.

        


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

         

        Supplemental
          Interest Trust:
          The
          corpus of a trust created pursuant to Section 5.07 of this Agreement and
          designated as the “Supplemental Interest Trust,” consisting of the Swap
          Agreement, the Swap Account, the Cap Agreement, the Cap Account, the Collateral
          Account, the right to receive the Class X Distributable Amount to the extent
          provided in Section 5.02(f)(viii), the Class I interest in the Upper-Tier
          REMIC
          and the right to receive Class I Shortfalls.

         

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

         

        Swap
          Agreement:
          The
          interest rate swap agreement entered into by the Supplemental Interest
          Trust,
          which agreement provides for, among other things, a Net Swap Payment to
          be paid
          pursuant to the conditions provided therein, together with any schedules,
          confirmations, credit support annex or other agreements relating thereto,
          attached hereto as Exhibit N-1.

         

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

         

        Swap
          Counterparty:
          The
          counterparty to the Supplemental Interest Trust under the Swap Agreement,
          and
          any successor in interest or assigns. Initially, the Swap Counterparty
          shall be
          IXIS Financial Products Inc.

         

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

         

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

         


        
          
            
            

          

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

         

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

         

        Swap
          Replacement Receipts:
          As
          defined in Section 5.08(a).

         

        Swap
          Replacement Receipts Account:
          As
          defined in Section 5.08(a).

         

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

         

        Swap
          Termination Receipts:
          As
          defined in Section 5.08(a).

         

        Swap
          Termination Receipts Account:
          As
          defined in Section 5.08(a).

         

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

         

        Targeted
          Overcollateralization Amount:
          With
          respect to any Distribution Date (x) prior to the Stepdown Date an amount
          equal
          to $8,020,172.42 (i.e., 1.10% of the Cut-Off Date Balance) and (y) for
          any
          Distribution Date on or after the Stepdown Date, the greater of (1) the
          lesser
          of (a) $8,020,172.42 and (b) 2.20% of the Aggregate Loan Balance as of
          the last
          day of the Collection Period and (2) the Overcollateralization Floor;
provided,
          however,
          for any
          Distribution Date on or after the Stepdown Date and for which a Trigger
          Event is
          in effect, the Targeted Overcollateralization Amount will be equal to the
          Targeted Overcollateralization Amount in effect for the immediately preceding
          Distribution Date.

         

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

         

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

         

        Termination
          Event:
          As
          defined in the Swap Agreement.

         

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

         

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


        
          
            
            

          

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

         

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

         

        Trigger
          Event:
          With
          respect to any Distribution Date, means that either a Delinquency Event
          or a
          Cumulative Loss Trigger Event is in effect for such Distribution
          Date.

         

        Trust
          Fund:
          The
          corpus of the Lehman XS Trust 2006-20 created pursuant to this Agreement,
          consisting of the Mortgage Loans, the assignment of the Depositor’s rights under
          the Transfer Agreements, the Mortgage Loan Sale Agreement and each Servicing
          Agreement, such amounts as shall from time to time be held in the Basis
          Risk
          Reserve Fund, the Collection Account, Certificate Account, any Custodial
          Account
          and any Escrow Account, the Insurance Policies, any REO Property and the
          other
          items referred to in, and conveyed to the Trustee under, Section
          2.01(a).

         

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

         

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

         

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

         

        Underwriter:
          Lehman
          Brothers Inc.

         

        Underwriter’s
          Exemption:
          Prohibited Transaction Exemption 2002-41, 67 Fed. Reg. 54487 (2002), as
          amended
          (or any successor thereto), or any substantially similar administrative
          exemption granted by the U.S. Department of Labor.

         

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

         

        Upper-Tier
          REMIC:
          As
          described in the Preliminary Statement.

         

        Voting
          Interests:
          The
          portion of the voting rights of all the Certificates that is allocated
          to any
          Certificate for purposes of the voting provisions of this Agreement. At
          all
          times during the term of this Agreement, 96.00% of all Voting Interests
          shall be
          allocated to the LIBOR Certificates. Such Voting Interests shall be allocated
          among the LIBOR Certificates (and among the Certificates within each such
          Class)
          in proportion to their Class Principal Amounts (or Certificate Principal
          Amounts). At all times during the term of this Agreement, 1% of all Voting
          Interests shall be allocated to each of the Class AIO and Class P Certificates,
          while they remain outstanding. At all times during the term of this Agreement,
          0.33% of all Voting Interests shall be allocated to each of the Class X,
          Class
          C-X and Class S-X Certificates, while they remain outstanding. Voting Interests
          shall be allocated among the other Classes of Certificates (and among the
          Certificates within each such Class) in proportion to their Class Principal
          Amounts (or Certificate Principal Amounts) or Percentage Interests. At
          all times
          during the term of this Agreement, 1% of all Voting Interests shall be
          allocated
          to the Class R Certificates. In the case of the purchase by the Master
          Servicer
          of the Pooling REMIC 1 Regular Interests pursuant to a Section 7.01(d)
          Purchase
          Event, the LTURI-holder shall be allocated 100% of the Voting Interests
          and upon
          such purchase any provision in this agreement which requires a vote by,
          a
          direction or notice given by, an action taken by, a request in writing
          by or the
          consent of any percentage of the Holders of any Class of Certificates may
          be
          exercised by the LTURI-holder.

         


        
          
            
            

          

          
            52

            
              

            

          

          
            
            

          

        


        Weighted
          Average Bond Coupon:
          With
          respect to the Class AIO Certificates and any Distribution Date, the per
          annum
          rate equal to (a) the sum of (i) the product of (x) the Class Principal
          Amount
          of the Class A1 Certificates immediately prior to that Distribution Date
          and (y)
          the Certificate Interest Rate on the Class A1 Certificates, (ii) the product
          of
          (x) the Class Principal Amount of the Class A2 Certificates immediately
          prior to
          that Distribution Date and (y) the Certificate Interest Rate on the Class
          A2
          Certificates, (iii) the product of (x) the Class Principal Amount of the
          Class
          A3 Certificates immediately prior to that Distribution Date and (y) the
          Certificate Interest Rate on the Class A3 Certificates, (iv) the product
          of (x)
          the Class Principal Amount of the Class A4 Certificates immediately prior
          to
          that Distribution Date and (y) the Certificate Interest Rate on the Class
          A4
          Certificates, (v) the product of (x) the Class Principal Amount of the
          Class A5
          Certificates immediately prior to that Distribution Date and (y) the Certificate
          Interest Rate on the Class A5 Certificates, (vi) the product of (x) the
          Class
          Principal Amount of the Class M1 Certificates immediately prior to that
          Distribution Date and (y) the Certificate Interest Rate on the Class M1
          Certificates, (vii) the product of (x) the Class Principal Amount of the
          Class
          M2 Certificates immediately prior to that Distribution Date and (y) the
          Certificate Interest Rate on the Class M2 Certificates, (viii) the product
          of
          (x) the Class Principal Amount of the Class M3 Certificates immediately
          prior to
          that Distribution Date and (y) the Certificate Interest Rate on the Class
          M3
          Certificates, (ix) the product of (x) the Class Principal Amount of the
          Class M4
          Certificates immediately prior to that Distribution Date and (y) the Certificate
          Interest Rate on the Class M4 Certificates, (x) the product of (x) the
          Class
          Principal Amount of the Class M5 Certificates immediately prior to that
          Distribution Date and (y) the Certificate Interest Rate on the Class M5
          Certificates, (xi) the product of (x) the Class Principal Amount of the
          Class M6
          Certificates immediately prior to that Distribution Date and (y) the Certificate
          Interest Rate on the Class M6 Certificates, (xii) the product of (x) the
          Class
          Principal Amount of the Class M7 Certificates immediately prior to that
          Distribution Date and (y) the Certificate Interest Rate on the Class M7
          Certificates, (xiii) the product of (x) the Class Principal Amount of the
          Class
          M8 Certificates immediately prior to that Distribution Date and (y) the
          Certificate Interest Rate on the Class M8 Certificates, and (xiv) the product
          of
          (x) the Class Principal Amount of the Class M9 Certificates immediately
          prior to
          that Distribution Date and (y) the Certificate Interest Rate on the Class
          M9
          Certificates, divided by (b) the Aggregate Loan Balance as of the first
          day of
          the related Collection Period (not including for this purpose Mortgage
          Loans for
          which prepayments in full have been received in the month prior to that
          Distribution Date).

         


        
          
            
            

          

          
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        Section
          1.02. Calculations
          Respecting Mortgage Loans.

         

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

        


        Section
          1.03. Calculations
          Respecting Accrued Interest.  

         

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

         

        ARTICLE
          II

         

        DECLARATION
          OF TRUST;

        ISSUANCE
          OF CERTIFICATES

         

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

         

        (a)
           Concurrently
          with the execution and delivery of this Agreement, the Depositor does hereby
          transfer, assign, set over, deposit with and otherwise convey to the Trustee,
          without recourse, subject to Sections 2.02, 2.04, 2.05 and 2.06, in trust,
          all
          the right, title and interest of the Depositor in and to the Mortgage Loans.
          Such conveyance includes, without limitation, the right to all payments
          of
          principal and interest received on or with respect to the Mortgage Loans
          on and
          after the Cut-off Date (other than payments of principal and interest due
          on or
          before such date), and all such payments due after such date but received
          prior
          to such date and intended by the related Mortgagors to be applied after
          such
          date together with all of the Depositor’s right, title and interest in and to
          the Collection Account, the Certificate Account and all amounts from time
          to
          time credited to and the proceeds of the Certificate Account, any Custodial
          Accounts, any Escrow Account established pursuant to Section 9.06, the
          Basis
          Risk Reserve Fund established pursuant to Section 5.06 and all amounts
          from time
          to time credited to and the proceeds of each such account, any REO Property
          and
          the proceeds thereof, the Depositor’s rights under any Insurance Policies
          related to the Mortgage Loans, the Depositor’s security interest in any
          collateral pledged to secure the Mortgage Loans, including the Mortgaged
          Properties, and any proceeds of the foregoing, to have and to hold (or
          a
          Custodian on its behalf), in trust; and the Trustee declares that, subject
          to
          the review provided for in Section 2.02, it has received and shall hold
          the
          Trust Fund, as trustee, in trust, for the benefit and use of the Holders
          of the
          Certificates and for the purposes and subject to the terms and conditions
          set
          forth in this Agreement, and, concurrently with such receipt, has caused
          to be
          executed, authenticated and delivered to or upon the order of the Depositor,
          in
          exchange for the Trust Fund, Certificates in the authorized denominations
          evidencing the entire ownership of the Trust Fund.

         


        
          
            
            

          

          
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        Concurrently
          with the execution of this Agreement, the Swap Agreement and the Cap Agreement
          shall be delivered to the Trustee. In connection therewith, the Depositor
          hereby
          authorizes and directs the Trustee (solely in its capacity as trustee of
          the
          Supplemental Interest Trust) to execute and deliver the Swap Agreement
          and the
          Cap Agreement (on behalf of the Supplemental Interest Trust), in trust
          for the
          benefit of the LIBOR Certificateholders. The Seller, the Master Servicer,
          the
          Depositor, the Servicer and the LIBOR Certificateholders (by their acceptance
          of
          such Certificates) acknowledge and agree that the Trustee is executing
          and
          delivering the Swap Agreement and the Cap Agreement solely in its capacity
          as
          trustee of the Supplemental Interest Trust, and not in its individual capacity.
          The Depositor hereby authorizes and directs the Trustee, in its capacity
          as
          trustee of the Supplemental Interest Trust, to represent in the Swap Agreement
          that it is not required by any applicable law of any relevant jurisdiction
          to
          make any deduction or withholding for or on account of any tax from Net
          Swap
          Payment. The Trustee shall have no duty or responsibility to enter into
          any
          other interest rate swap agreement or interest rate cap agreement upon
          the
          expiration or termination of the Swap Agreement or the Cap Agreement.


         

        Concurrently
          with the execution and delivery of this Agreement, the Depositor does hereby
          assign to the Trustee all of its rights and interest under the Mortgage
          Loan
          Sale Agreement, including all rights of the Seller under each related Servicing
          Agreement and each related Transfer Agreement (other than first payment
          date
          default or early payment date default rights against the related Transferor)
          but, in each case, only to the extent assigned under the Mortgage Loan
          Sale
          Agreement. The Trustee hereby accepts such assignment and delegation, and
          shall
          be entitled to exercise all the rights of the Depositor under the Mortgage
          Loan
          Sale Agreement as if, for such purpose, it were the Depositor. The foregoing
          sale, transfer, assignment, set-over, deposit, delegation and conveyance
          does
          not and is not intended to result in the creation or assumption by the
          Trustee
          of any obligation of the Depositor, the Seller or any other Person in connection
          with the Mortgage Loans or any other agreement or instrument relating thereto
          except as specifically set forth therein. 

         

        It
          is
          agreed and understood by the Depositor and the Trustee (and the Seller
          has so
          represented and recognized in the Mortgage Loan Sale Agreement) that it
          is not
          intended that any Mortgage Loan to be included in the Trust Fund be (i)
          a
“High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective
          November 27, 2003, (ii) a “High-Cost Home Loan” as defined in the New Mexico
          Home Loan Protection Act effective January 1, 2004, (iii) a “High-Cost Home
          Mortgage Loan” as defined in the Massachusetts Predatory Home Loan Practices Act
          effective November 7, 2004 or (iv) a “High Cost Home Loan” as defined in the
          Indiana Home Loan Practices Act effective January 1, 2005.

         

        The
          foregoing sale, transfer, assignment, set-over, deposit and conveyance
          does not
          and is not intended to result in the creation or assumption by the Trustee
          of
          any obligations of the Depositor, the Seller or any other Person in connection
          with the Mortgage Loans.

         

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

         


        
          
            
            

          

          
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        (i)
           with
          respect to each Mortgage Loan, the original Mortgage Note endorsed without
          recourse in proper form to the order of the Trustee, as shown on Exhibit
          B-4
          hereto, or in blank (in each case, with all necessary intervening endorsements,
          as applicable) or with respect to any lost Mortgage Note, a lost note affidavit
          stating that the original Mortgage Note was lost, misplaced or destroyed,
          together with a copy of the related Mortgage Note;

         

        (ii)
           if
          applicable, the original of any guarantee, security agreement or pledge
          agreement executed in connection with the Mortgage Note, assigned to the
          Trustee;

         

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

         

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

         

        (v)
           with
          respect to each Non-MERS Mortgage Loan, an original Assignment of Mortgage,
          in
          form and substance acceptable for recording. The related Mortgage shall
          be
          assigned either (A) in blank, without recourse or (B) to “LaSalle Bank National
          Association, as Trustee of the Lehman XS Trust Mortgage Pass-Through
          Certificates, Series 2006-20,” without recourse;

         


        
          
            
            

          

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

         

        (vii)
           with
          respect to any Mortgage Loan other than a Cooperative Loan, the original
          mortgagee title insurance policy or attorney’s opinion of title and abstract of
          title, and, if applicable, the original Primary Mortgage Insurance Policy
          or
          certificate;

         

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

         

        (ix)
           with
          respect to any manufactured housing contract, any related manufactured
          housing
          sales contract, installment loan agreement or participation interest;
          and

         

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

         

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

        


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

         


        
          
            
            

          

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

        


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

         

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

         

        (f)
           The
          Depositor shall have the right to receive any and all loan-level information
          regarding the characteristics and performance of the Mortgage Loans upon
          request, and to publish, disseminate or otherwise utilize such information
          in
          its discretion, subject to applicable laws and regulations.

         

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

         

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

         

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

         


        
          
            
            

          

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

         

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

         


        
          
            
            

          

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

         

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

         

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

         

        Section
          2.03. Representations
          and Warranties of the Depositor.  

         

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

         

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

         

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

         

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

         

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

         


        
          
            
            

          

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

         

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

         

        (b)
           The
          representations and warranties of each Transferor with respect to the related
          Mortgage Loans in the applicable Transfer Agreement, which have been assigned
          to
          the Trustee hereunder, were made as of the date specified in the applicable
          Transfer Agreement (or underlying agreement, if such Transfer Agreement
          is in
          the form of an assignment of a prior agreement). To the extent that any
          fact,
          condition or event with respect to a Mortgage Loan constitutes a breach
          of both
          (i) a representation or warranty of the applicable Transferor under the
          applicable Transfer Agreement and (ii) a representation or warranty of
          the
          Seller under the Mortgage Loan Sale Agreement, the only right or remedy
          of the
          Trustee, any Certificateholder or any NIMS Insurer hereunder (other than
          a
          breach by the Seller of the representations made pursuant to Sections
          1.04(b)(xii), 1.04(b)(xiii), 1.04(b)(xiv), 1.04(b)(xv), 1.04(b)(xvi) and
          1.04(b)(xvii) of the Mortgage Loan Sale Agreement) shall be their rights
          to
          enforce the obligations of the applicable Transferor under any applicable
          representation or warranty made by it. Pursuant to the terms of the Mortgage
          Loan Sale Agreement, the representations and warranties made by the Seller
          pursuant to Sections 1.04(b)(xii), 1.04(b)(xiii), 1.04(b)(xiv), 1.04(b)(xv),
          1.04(b)(xvi) and 1.04(b)(xvii) of the Mortgage Loan Sale Agreement shall
          be the
          direct obligations of the Seller. With the exception of the immediately
          proceeding sentence, the Seller shall not have any other obligation or
          liability
          with respect to any breach of a representation or warranty made by it with
          respect to the Mortgage Loans sold by it if the fact, condition or event
          constituting such breach also constitutes a breach of a representation
          or
          warranty made by the applicable Transferor in the applicable Transfer Agreement,
          without regard to whether such Transferor fulfills its contractual obligations
          in respect of such representation or warranty. The Trustee further acknowledges
          that the Depositor shall have no obligation or liability with respect to
          any
          breach of any representation or warranty with respect to the Mortgage Loans
          (except as set forth in Section 2.03(a)(vi)) under any circumstances.


         


        
          
            
            

          

          
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        Section
          2.04. Discovery
          of Breach. 

         

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

        


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

         

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

         


        
          
            
            

          

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

         

        (c)
           Notwithstanding
          any other provision of this Agreement, the right to substitute Mortgage
          Loans
          pursuant to this Article II shall be subject to the additional limitations
          that
          no substitution of a Qualifying Substitute Mortgage Loan for a Deleted
          Mortgage
          Loan shall be made unless the Trustee and any NIMS Insurer has received
          an
          Opinion of Counsel (at the expense of the party seeking to make the
          substitution) that, under current law, such substitution will not result
          in an
          Adverse REMIC Event.

         


        
          
            
            

          

          
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        Section
          2.06. Grant
          Clause.

         

        (a)
           It
          is
          intended that the conveyance of the Depositor’s right, title and interest in and
          to property constituting the Trust Fund pursuant to this Agreement shall
          constitute, and shall be construed as, a sale of such property and not
          a grant
          of a security interest to secure a loan. However, if such conveyance is
          deemed
          to be in respect of a loan, it is intended that: (1) the rights and obligations
          of the parties shall be established pursuant to the terms of this Agreement;
          (2)
          the Depositor hereby grants to the Trustee for the benefit of the Holders
          a
          first priority security interest to secure repayment of an obligation in
          an
          amount equal to the aggregate Class Principal Amount of the Certificates
          (or the
          aggregate principal balance of the Pooling REMIC 1 Regular Interests) in
          all of
          the Depositor’s right, title and interest in, to and under, whether now owned or
          hereafter acquired, the Trust Fund and the Supplemental Interest Trust
          and all
          proceeds of any and all property constituting the Trust Fund and the
          Supplemental Interest Trust to secure payment of the Certificates (or Pooling
          REMIC 1 Regular Interests) (such security interest being, to the extent
          of the
          assets that constitute the Supplemental Interest Trust, pari
          passu
          with the
          security interest as provided in clause (4) below); (3) this Agreement
          shall
          constitute a security agreement under applicable law; and (4) the Swap
          Counterparty shall be deemed, during the term of such agreement and while
          such
          agreement is the property of the Trustee, to have a security interest in
          all of
          the assets that constitute the Supplemental Interest Trust, but only to
          the
          extent of such Swap Counterparty’s right to payment under the Swap Agreement
          (such security interest being pari
          passu
          with the
          security interest as provided in clause (2) above). If such conveyance
          is deemed
          to be in respect of a loan and the trust created by this Agreement terminates
          prior to the satisfaction of the claims of any Person holding any Certificate
          or
          Pooling REMIC 1 Regular Interests, the security interest created hereby
          shall
          continue in full force and effect and the Trustee shall be deemed to be
          the
          collateral agent for the benefit of such Person, and all proceeds shall
          be
          distributed as herein provided.

         

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

         


        
          
            
            

          

          
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        ARTICLE
          III

         

        THE
          CERTIFICATES

         

        Section
          3.01. The
          Certificates.

         

        (a)
           The
          Certificates shall be issuable in registered form only and shall be securities
          governed by Article 8 of the New York Uniform Commercial Code. The Book-Entry
          Certificates will be evidenced by one or more certificates, beneficial
          ownership
          of which will be held in the dollar denominations in Certificate Principal
          Amount (or Notional Amount), or in the Percentage Interests, specified
          herein.
          Each Class of Offered Certificates will be issued in the minimum denominations
          in Certificate Principal Amount (or Notional Amount) specified in the
          Preliminary Statement hereto and in integral multiples of $1 in excess
          thereof.
          The Class P, Class X, Class C-X and Class S-X Certificates shall each be
          maintained in definitive, fully registered form in a minimum denomination
          equal
          to 10.00% of the Percentage Interest of each such Class and integral multiples
          of 1.00% in excess thereof. Each of the Class LT-R and Class R Certificates
          shall be issued as a single Certificate and maintained in definitive, fully
          registered form in a minimum denomination equal to 100% of the Percentage
          Interest of such Class. The Certificates may be issued in the form of
          typewritten certificates. 

         

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

         

        Section
          3.02. Registration.  

         

        The
          Trustee is hereby appointed, and hereby accepts its appointment as, Certificate
          Registrar in respect of the Certificates (and, after a Section 7.01(d)
          Purchase
          Event, the Pooling REMIC 1 Regular Interests) and shall maintain books
          for the
          registration and for the transfer of Certificates (and, after a Section
          7.01(d)
          Purchase Event, the Pooling REMIC 1 Regular Interests) (the “Certificate
          Register”). The Trustee may appoint a bank or trust company to act as
          Certificate Registrar. A registration book shall be maintained for the
          Certificates (and, after a Section 7.01(d) Purchase Event, the Pooling
          REMIC 1
          Regular Interests) collectively. The Certificate Registrar may resign or
          be
          discharged or removed and a new successor may be appointed in accordance
          with
          the procedures and requirements set forth in Sections 6.06 and 6.07 hereof
          with
          respect to the resignation, discharge or removal of the Trustee and the
          appointment of a successor Trustee. The Certificate Registrar may appoint,
          by
          written instrument delivered to the Holders, any NIMS Insurer and the Master
          Servicer, any bank or trust company to act as co-registrar under such conditions
          as the Certificate Registrar may prescribe; provided,
          however,
          that the
          Certificate Registrar shall not be relieved of any of its duties or
          responsibilities hereunder by reason of such appointment.


        
          
            
            

          

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

        


        Section
          3.03. Transfer
          and Exchange of Certificates.  

         

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

         

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

         


        
          
            
            

          

          
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        (c)
           By
          acceptance of a Restricted Certificate, whether upon original issuance
          or
          subsequent transfer, each Holder of such a Certificate acknowledges the
          restrictions on the transfer of such Certificate set forth thereon and
          agrees
          that it will transfer such a Certificate only as provided herein. 

         

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

        (i)
           The
          Certificate Registrar shall register the transfer of a Restricted Certificate
          if
          the requested transfer is (x) to the Depositor or an affiliate (as defined
          in
          Rule 405 under the Securities Act) of the Depositor or (y) being made to
          a
“qualified institutional buyer” (a “QIB”) as defined in Rule 144A under the
          Securities Act by a transferor that has provided the Trustee with a certificate
          in the form of Exhibit F hereto; and

         

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

         

        The
          following restrictions shall apply with respect to the transfer and registration
          of transfer of a QIB Restricted Certificate to a transferee that takes
          delivery
          in the form of a Definitive Certificate: the Certificate Registrar shall
          register the transfer of a Restricted Certificate if the requested transfer
          is
          (x) to the Depositor or an affiliate (as defined in Rule 405 under the
          Securities Act) of the Depositor or (y) being made to a QIB as defined
          in Rule
          144A under the Securities Act by a transferor that has provided the Trustee
          with
          a certificate in the form of Exhibit F hereto.

        


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

         


        
          
            
            

          

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

        the
          Trustee to the last preceding Holder of such Certificate that is not such
          a Plan
          or Person acting on behalf of a Plan.

        


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

         

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

         

        To
          the
          extent permitted under applicable law (including, but not limited to, ERISA),
          the Trustee shall be under no liability to any Person for any registration
          of
          transfer of any ERISA-Restricted Trust Certificate that is in fact not
          permitted
          by this Section 3.03(d)(ii) or for making any payments due on such Certificate
          to the Holder thereof or taking any other action with respect to such Holder
          under the provisions of this Agreement so long as the transfer was registered
          by
          the Trustee in accordance with the foregoing requirements.

         


        
          
            
            

          

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

         

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

         

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


        
          
            
            

          

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

        


        (g)
           Each
          Holder or Certificate Owner of a Restricted Certificate,
          ERISA-Restricted Certificate,
          ERISA-Restricted Trust Certificate,
          Residual
          Certificate, or an interest therein, by such Holder’s or Owner’s acceptance
          thereof, shall be deemed for all purposes to have consented to the provisions
          of
          this section.

         

        Section
          3.04. Cancellation
          of Certificates.  

         

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

        


        Section
          3.05. Replacement
          of Certificates.  

         

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


        
          
            
            

          

          
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        Section
          3.06. Persons
          Deemed Owners.  

         

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

        


        Section
          3.07. Temporary
          Certificates.  

         

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

         

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

         

        Section
          3.08. Appointment
          of Paying Agent.  

         

        The
          Trustee, subject to the consent of any NIMS Insurer, may appoint a Paying
          Agent
          (which may be the Trustee) for the purpose of making distributions to
          Certificateholders hereunder. The Trustee shall cause such Paying Agent
          (if
          other than the Trustee) to execute and deliver to the Trustee an instrument
          in
          which such Paying Agent shall agree with the Trustee that such Paying Agent
          will
          hold all sums held by it for the payment to Certificateholders in an Eligible
          Account in trust for the benefit of the Certificateholders entitled thereto
          until such sums shall be paid to the Certificateholders. All funds remitted
          by
          the Trustee to any such Paying Agent for the purpose of making distributions
          shall be paid to Certificateholders on each Distribution Date and any amounts
          not so paid shall be returned on such Distribution Date to the Trustee.
          

        


        If
          the
          Paying Agent is not the Trustee, the Trustee shall cause to be remitted
          to the
          Paying Agent on or before the Business Day prior to each Distribution Date,
          by
          wire transfer in immediately available funds, the funds to be distributed
          on
          such Distribution Date. Any Paying Agent shall be either a bank or trust
          company
          or otherwise authorized under law to exercise corporate trust powers. As
          of
          the Closing Date the Trustee is the Paying Agent.


        
          
            
            

          

          
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        At
          any
          time during the period that a Form 10-K is being filed with respect to
          the Trust
          in accordance with the Exchange Act and the rules and regulations of the
          Commission, the Trustee shall not appoint a Paying Agent that is not the
          Trustee
          unless that Paying Agent first agrees in writing with the Trustee (i) to
          deliver
          an assessment of compliance and an accountant’s attestation in such manner and
          at such times in compliance with Section 6.01(k) and (l) of this Agreement,
          (ii)
          to comply with the provisions of Section 6.01(m), 6.01(n), 6.20(e)(i) and
          6.20(e)(iii) of this Agreement and (iii) to indemnify the Depositor and
          the
          Master Servicer, and their respective directors, officers, employees and
          agents
          and the Trust Fund and hold each of them harmless as set forth in
          6.01(o)

         

        Section
          3.09. Book-Entry
          Certificates.  

         

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

         

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

         

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

         

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

         

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

         

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

         


        
          
            
            

          

          
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        (c)
           If
          (i)
          (A) the Depositor advises the Trustee in writing that the Clearing Agency
          is no
          longer willing or able to discharge properly its responsibilities with
          respect
          to the Book-Entry Certificates, and (B) the Trustee or the Depositor is
          unable
          to locate a qualified successor, or (ii) after the occurrence of an Event
          of Default, Certificate Owners representing beneficial interests aggregating
          not
          less than 50% of the Class Principal Amount (or Class Notional Amount)
          of a
          Class of Book-Entry Certificates identified as such to the Trustee by an
          Officer’s Certificate from the Clearing Agency advise the Trustee and the
          Clearing Agency through the Clearing Agency Participants in writing that
          the
          continuation of a book-entry system through the Clearing Agency is no longer
          in
          the best interests of the Certificate Owners of a Class of Book-Entry
          Certificates, the Trustee shall notify any NIMS Insurer and shall notify
          or
          cause the Certificate Registrar to notify the Clearing Agency to effect
          notification to all Certificate Owners, through the Clearing Agency, of
          the
          occurrence of any such event and of the availability of Definitive Certificates
          to Certificate Owners requesting the same. Upon surrender to the Trustee
          of the
          Book-Entry Certificates by the Clearing Agency, accompanied by registration
          instructions from the Clearing Agency for registration, the Trustee shall
          issue
          the Definitive Certificates. Neither the Depositor nor the Trustee shall
          be
          liable for any delay in delivery of such instructions and may conclusively
          rely
          on, and shall be protected in relying on, such instructions. Upon the issuance
          of Definitive Certificates all references herein to obligations imposed
          upon or
          to be performed by the Clearing Agency shall be deemed to be imposed upon
          and
          performed by the Trustee, to the extent applicable, with respect to such
          Definitive Certificates and the Trustee shall recognize the holders of
          the
          Definitive Certificates as Certificateholders hereunder. None of the Seller,
          the
          Depositor, the Underwriter, the Master Servicer or the Trustee shall have
          any
          responsibility for any aspect of the records relating to or payments made
          on
          account of beneficial ownership interests of the Book-Entry Certificates
          held by
          the Clearing Agency or for maintaining, supervising or reviewing any records
          relating to such beneficial ownership interests.

         

        ARTICLE
          IV

         

        ADMINISTRATION
          OF THE TRUST FUND

         

        Section
          4.01. Collection
          Account.  

         

        (a)
           On
          the
          Closing Date, the Master Servicer shall open and shall thereafter maintain
          a
          segregated account held in trust (the “Collection Account”), entitled
“Collection Account, Aurora Loan Services LLC, as Master Servicer, in trust
          for
          the benefit of the Holders of Lehman XS Trust Mortgage Pass-Through
          Certificates, Series 2006-20.” The Collection Account shall relate solely to the
          Certificates and to the Pooling REMIC 1 Regular Interests issued by the
          Trust
          Fund hereunder, and funds in such Collection Account shall not be commingled
          with any other monies.

         

        (b)
           The
          Collection Account shall be an Eligible Account. If an existing Collection
          Account ceases to be an Eligible Account, the Master Servicer shall establish
          a
          new Collection Account that is an Eligible Account within 15 days and transfer
          all funds and investment property on deposit in such existing Collection
          Account
          into such new Collection Account.

         


        
          
            
            

          

          
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        (c)
           The
          Master Servicer shall give to the Trustee prior written notice of the name
          and
          address of the depository institution at which the Collection Account is
          maintained and the account number of such Collection Account. The Master
          Servicer shall take such actions as are necessary to cause the depository
          institution holding the Collection Account to hold such account in the
          name of
          the Master Servicer under this Agreement. No later than 2:00 p.m. New York
          City
          time on each Master Servicer Remittance Date, the entire amount on deposit
          in
          the Collection Account (subject to permitted withdrawals set forth in Section
          4.02), other than amounts not included in the Total Distribution Amount
          for such
          Distribution Date, shall be remitted to the Trustee for deposit into the
          Certificate Account by wire transfer in immediately available funds. The
          Master
          Servicer, at its option (but with prior notice to the Trustee), may choose
          to
          make daily remittances from the Collection Account to the Trustee for deposit
          into the Certificate Account.

         

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

         

        (i)
           all
          payments on account of principal, including Principal Prepayments, any
          Subsequent Recovery and any Scheduled Payment attributable to principal
          received
          after the related Due Date, late collections, and any Prepayment Premiums,
          on
          the Mortgage Loans;

         

        (ii)
           all
          payments on account of interest on the Mortgage Loans, in all cases, net
          of the
          Servicing Fee with respect to each such Mortgage Loan, but only to the
          extent of
          the amount permitted to be withdrawn or withheld from the Collection Account
          in
          accordance with Sections 5.04 and 9.21;

         

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

         

        (iv)
           all
          Insurance Proceeds;

         

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

         


        
          
            
            

          

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

         

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

         

        (e)
           Funds
          in
          the Collection Account may be invested in Eligible Investments selected
          by and
          at the written direction of the Master Servicer, which shall mature not
          later
          than one Business Day prior to the Master Servicer Remittance Date (except
          that
          if such Eligible Investment is an obligation of the Trustee, then such
          Eligible
          Investment shall mature not later than such applicable Master Servicer
          Remittance Date) and any such Eligible Investment shall not be sold or
          disposed
          of prior to its maturity. All such Eligible Investments shall be made in
          the
          name of the Master Servicer in trust for the benefit of the Trustee and
          the
          Holders of Lehman XS Trust Mortgage Pass-Through Certificates, Series 2006-20.
          All income and gain realized from any Eligible Investment shall be for
          the
          benefit of the Master Servicer and shall be subject to its withdrawal or
          order
          from time to time and shall not be part of the Trust Fund. The amount of
          any
          losses incurred in respect of any such investments shall be deposited in
          such
          Collection Account by the Master Servicer out of its own funds, without
          any
          right of reimbursement therefor, immediately as realized. The foregoing
          requirements for deposit in the Collection Account are exclusive, it being
          understood and agreed that, without limiting the generality of the foregoing,
          payments of interest on funds in the Collection Account and payments in
          the
          nature of late payment charges, assumption fees, prepayment penalties with
          respect to mortgages for which the Seller does not own the servicing rights,
          and
          other incidental fees and charges relating to the Mortgage Loans (other
          than
          Prepayment Premiums) need not be deposited by the Master Servicer in the
          Collection Account and may be retained by the Master Servicer or the applicable
          Servicer as additional servicing compensation. If the Master Servicer deposits
          in the Collection Account any amount not required to be deposited therein,
          it
          may at any time withdraw such amount from such Collection Account. 

         

        Section
          4.02. Application
          of Funds in the Collection Account.  

         

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

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

         

        (ii)
           to
          reimburse itself or any Servicer, following a final liquidation of a Mortgage
          Loan (except as otherwise provided in the related Servicing Agreement)
          for any
          previously unreimbursed Advances or Servicing Advances made by it or by
          such
          Servicer (A) that it or such Servicer determines in good faith will not
          be
          recoverable from amounts representing late recoveries of payments of principal
          or interest respecting the particular Mortgage Loan as to which such Advance
          or
          Servicing Advance was made or from Liquidation Proceeds or Insurance Proceeds
          with respect to such Mortgage Loan and/or (B) to the extent that such
          unreimbursed Advances or Servicing Advances exceed the related Liquidation
          Proceeds or Insurance Proceeds, it being understood, in the case of each
          such
          reimbursement, that such Master Servicer’s or Servicer’s right thereto shall be
          prior to the rights of the Certificateholders;

         


        
          
            
            

          

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

         

        (iv)
           [Reserved];

         

        (v)
           to
          reimburse itself or any Servicer for expenses incurred by and recoverable
          by or
          reimbursable to it or any Servicer pursuant to Sections 9.04, 9.05, 9.06,
          9.07(a), 9.16, 9.30 or 11.15 or pursuant to the related Servicing
          Agreement;

         

        (vi)
           to
          pay to
          the Depositor, the Seller or any Transferor, as applicable, with respect
          to each
          Mortgage Loan or REO Property acquired in respect thereof that has been
          purchased pursuant to this Agreement, all amounts received thereon and
          not
          distributed on the date on which the related repurchase was effected, and
          to pay
          to the applicable Person any Advances and Servicing Advances to the extent
          specified in the definition of Purchase Price;

         

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

         

        (viii)
           to
          make
          payments to the Trustee on each Master Servicer Remittance Date for deposit
          into
          the Certificate Account in the amount and in the manner provided in Section
          4.04;

         

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

         

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

         


        
          
            
            

          

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

         

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

         

        (xiii)
           to
          reimburse any Servicer for such amounts as are due thereto under the applicable
          Servicing Agreement and have not been retained by or paid to such Servicer,
          to
          the extent provided in such Servicing Agreement.

         

        If
          provided in the related Servicing Agreement, each Servicer shall be entitled
          to
          retain as additional servicing compensation any Prepayment Interest Excess
          (to
          the extent not offset by Prepayment Interest Shortfalls). 

        


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

        


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

        


        Section
          4.03. Reports
          to Certificateholders.  

         

        (a)
           On
          each
          Distribution Date, the Trustee shall prepare (based solely on information
          provided by the Master Servicer, the Cap Counterparty or the Swap Counterparty)
          and shall make available to the Certificateholders, any NIMS Insurer and
          the
          Swap Counterparty a written report, which may be in electronic form (the
          “Distribution Date Statement”) setting forth the following information (on the
          basis of Mortgage Loan level information obtained from the
          Servicers).

         

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

         


        
          
            
            

          

          
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        (ii)
           the
          aggregate amount of the distribution to be made on such Distribution Date
          to the
          Holders of each Class of Offered Certificates allocable to interest and
          the
          calculation thereof;

         

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

         

        (iv)
           (A) the
          aggregate amount of any Advances required to be made by or on behalf of
          the
          Servicers (or the Master Servicer) with respect to such Distribution Date,
          (B) the aggregate amount of such Advances actually made, and (C) the
          amount, if any, by which (A) above exceeds (B) above;

         

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

         

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

         

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

         

        (viii)
           the
          amount of the Servicing Fees paid during the Collection Period to which
          such
          distribution relates;

         

        (ix)
           the
          number and Aggregate Loan Balance of the Mortgage Loans, as reported to
          the
          Trustee by the Master Servicer, (a) remaining outstanding (b) Delinquent
          30 to
          59 days on a contractual basis, (c) Delinquent 60 to 89 days on a contractual
          basis, (d) Delinquent 90 or more days on a contractual basis, (e) as to
          which
          foreclosure proceedings have been commenced as of the close of business
          on the
          last Business Day of the calendar month immediately preceding the month
          in which
          such Distribution Date occurs, (f) in bankruptcy and (g) that are REO
          Properties;

         

        (x)
           the
          aggregate Scheduled Principal Balance of any Mortgage Loans with respect
          to
          which the related Mortgaged Property became a REO Property as of the close
          of
          business on the last Business Day of the calendar month immediately preceding
          the month in which such Distribution Date occurs;

         


        
          
            
            

          

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

         

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

         

        (xiii)
           the
          Certificate Interest Rate applicable to such Distribution Date with respect
          to
          each Class of Certificates (with a notation if such Certificate Interest
          Rate
          reflects the application of the applicable Net Funds Cap);

         

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

         

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

         

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

         

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

         

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

         

        (xix)
           the
          amount of any payments made by the Cap Counterparty to the Supplemental
          Interest
          Trust pursuant to the Cap Agreement; 

         

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

         

        (xxi)
           such
          other information as is required by Form 10-D, including, but not limited
          to,
          the information required by Item 1121 (§ 229.1121) of Regulation AB, other than
          those data elements specified in Item 1121(a)(11), (12) and (14).

         

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

        



        
          
            
            

          

          
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        On
          any
          Distribution Date after the occurrence of a Section 7.01(d) Purchase Event
          with
          respect to the Pooling REMIC 1 Regular Interests, the information required
          by
          subclauses (i), (ii), (iv), (v), (vii), (viii), (ix), (x), (xi), (xii),
          (xv)
          (and in the case of the Class LT-R Certificates, subclause (iii)) shall
          be made
          available to the Holder of the Class LT-R Certificates and the LTURI-holder
          of
          the Pooling REMIC 1 Regular Interests.

         

        The
          Trustee shall make such report and additional loan level information (and,
          at
          its option, any additional files containing the same information in an
          alternative format) provided to it by the Master Servicer available each
          month
          to Certificateholders, any NIMS Insurer and the Rating Agencies via the
          Trustee’s internet website. The Trustee’s internet website shall initially be
          located at “www.etrustee.net”. Assistance in using the website can be obtained
          by calling the Trustee’s customer service desk at (312) 992-2834. Such parties
          that are unable to use the website are entitled to have a paper copy mailed
          to
          them via first class mail upon request. The Trustee shall have the right
          to
          change the way such statements are distributed in order to make such
          distribution more convenient and/or more accessible to the above parties
          and the
          Trustee shall provide timely and adequate notification to all above parties
          regarding any such changes.

        


        The
          foregoing information and reports shall be prepared and determined by the
          Trustee based solely on Mortgage Loan data provided to the Trustee by the
          Master
          Servicer (in a format agreed to by the Trustee and the Master Servicer)
          no later
          than 2:00 p.m. Eastern Time four Business Days prior to the Distribution
          Date,
          and on the information provided to the Trustee by the Swap Counterparty
          and the
          Cap Counterparty. In preparing or furnishing the foregoing information
          to the
          Certificateholders and any NIMs Insurer, the Trustee shall be entitled
          to rely
          conclusively on the accuracy of the information or data (i) regarding the
          Mortgage Loans and the related REO Property that has been provided to the
          Master
          Servicer by each Servicer and to the Trustee by the Master Servicer, (ii)
          regarding the Swap Agreement, that has been provided to the Trustee by
          the Swap
          Counterparty and (iii) regarding the Cap Agreement, that has been provided
          to
          the Trustee by the Cap Counterparty, and the Trustee shall not be obligated
          to
          verify, recompute, reconcile or recalculate any such information or data.
          The
          Trustee shall be entitled to conclusively rely on the Mortgage Loan data
          provided by the Master Servicer and shall have no liability for any errors
          in
          such Mortgage Loan data. The Master Servicer shall be entitled to conclusively
          rely on the Mortgage Loan data provided by each Servicer and shall have
          no
          liability for any errors insuch Mortgage Loans.

        


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

         


        
          
            
            

          

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

         

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

         

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

         

        Section
          4.04. Certificate
          Account.  

         

        (a)
           The
          Trustee shall establish and maintain in its name, as trustee, a trust account
          (the “Certificate Account”) entitled “Certificate Account, LaSalle Bank National
          Association, as Trustee, in trust for the benefit of the Holders of Lehman
          XS
          Trust Mortgage Pass-Through Certificates, Series 2006-20” until disbursed
          pursuant to the terms of this Agreement. The Certificate Account shall
          be an
          Eligible Account and shall be for the benefit of the Certificateholders.
          If the
          existing Certificate Account ceases to be an Eligible Account, the Trustee
          shall
          establish a new Certificate Account that is an Eligible Account within
          20
          Business Days and transfer all funds and investment property on deposit
          in such
          existing Certificate Account into such new Certificate Account. The Certificate
          Account shall relate solely to the Certificates and to the Pooling REMIC
          1
          Regular Interests issued hereunder and funds in the Certificate Account
          shall be
          held separate and apart from and shall not be commingled with any other
          monies
          including, without limitation, other monies of the Trustee held under this
          Agreement.

         


        
          
            
            

          

          
            81

            
              

            

          

          
            
            

          

        


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

         

        (i)
           to
          make
          payment to itself pursuant to any provision of this Agreement, or to reimburse
          itself or its agents for any amounts reimbursable
          to it pursuant to Sections 6.11, 6.12 or 7.01; provided,
          however,
          that
          any amounts in excess of the annual cap described in clause (b) of the
          definition of “Interest Remittance Amount” and clause (b) of the definition of
“Principal Remittance Amount” in any Anniversary Year, other than costs
          and expenses incurred by the Trustee pursuant to Sections 6.11, 6.14 and
          7.01 in
          connection with any transfer of servicing,
          shall
          not be withdrawn from the Certificate Account and paid to the Trustee and
          the
          Trustee’s reimbursement for such excess amounts shall be made pursuant to
          Section 5.02(f)(i)(C) hereof;

         

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

         

        (iii)
           to
          pay
          itself any investment income earned with respect to funds in the Certificate
          Account invested in Eligible Investments as set forth below and to make
          payments
          to itself and others pursuant to any provision of this Agreement;

         

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

         

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

         

        The
          Trustee may invest, or cause to be invested, funds held in the Certificate
          Account, which funds, if invested, shall be invested by the Trustee in
          Eligible
          Investments (which may be obligations of the Trustee or its affiliates).
          All
          such investments must be payable on demand or mature no later than the
          next
          Distribution Date (except with respect to such investments in an amount
          equal to
          the aggregate of any Net Swap Payments and any Swap Termination Payments
          payable
          to the Swap Counterparty, such amount to mature no later than the next
          Swap
          Payment Date), and shall not be sold or disposed of prior to their maturity.
          All
          such Eligible Investments will be made in the name of the Trustee (in its
          capacity as such) or its nominee. All income and gain realized from any
          such
          investment for such Distribution Date shall be compensation to the Trustee
          and
          shall be subject to its withdrawal on order from time to time. The amount
          of any
          losses incurred in respect of any such investments shall be paid by the
          Trustee
          for deposit in the Certificate Account out of its own funds, without any
          right
          of reimbursement therefor, immediately as realized. Funds held in the
          Certificate Account may also be held uninvested.

        


        ARTICLE
          V

         

        DISTRIBUTIONS
          TO HOLDERS OF CERTIFICATES

         

        Section
          5.01. Distributions
          Generally.  

         

        (a)
           On
          each
          Distribution Date, so long as the Offered Certificates are outstanding,
          the
          Trustee or the Paying Agent shall make distributions to the Holders in
          accordance with this Article V; provided,
          however,
          that if
          a Section 7.01(d) Purchase Event has occurred with respect to the Pooling
          REMIC
          1 Regular Interests, the distributions related to the Pooling REMIC 1 Regular
          Interests shall be made in accordance with Section 5.02(k). Such distributions
          shall be made by wire transfer if the Certificateholder has provided the
          Trustee
          with wire instructions or by check mailed to the address of such
          Certificateholder as it appears in the books of the Trustee if the
          Certificateholder has not provided the Trustee with wire instructions in
          immediately available funds to an account specified in the request and
          at the
          expense of such Certificateholder; provided,
          however,
          that the
          final distribution in respect of any Certificate shall be made only upon
          presentation and surrender of such Certificate at the Corporate Trust Office;
          provided,
          further,
          that the
          foregoing provisions shall not apply to any Class of Certificates as long
          as
          such Certificate remains a Book-Entry Certificate in which case all payments
          made shall be made through the Clearing Agency and its Clearing Agency
          Participants. Notwithstanding such final payment of principal of any of
          the
          Certificates, each Residual Certificate will remain outstanding until the
          termination of each REMIC and the payment in full of all other amounts
          due with
          respect to the Residual Certificates and at such time such final payment in
          retirement of any Residual Certificate will be made only upon presentation
          and
          surrender of such Certificate at the applicable Corporate Trust Office.
          If any
          payment required to be made on the Certificates or the Pooling REMIC 1
          Regular
          Interests is to be made on a day that is not a Business Day, then such
          payment
          will be made on the next succeeding Business Day. 

         


        
          
            
            

          

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

         

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

         

        Section
          5.02. Distributions
          from the Certificate Account. 

         

        (a)
           On
          each
          Distribution Date on or prior to a Section 7.01(d) Purchase Event or a
          Trust
          Fund Termination Event, as applicable, the Trustee (or the Paying Agent
          on
          behalf of the Trustee) shall withdraw from the Certificate Account the
          Total
          Distribution Amount and amounts that are available for payment to the Swap
          Counterparty and shall allocate such amounts to the interests issued in
          respect
          of each REMIC and shall distribute such amounts as specified in subparagraphs
          (b) through (i) of this Section 5.02; provided,
          that
          amounts that are available for payment to the Swap Counterparty shall be
          paid on
          the related Swap Payment Date.

         

        (b)
           On
          each
          Distribution Date on or prior to a Section 7.01(d) Purchase Event (or,
          with
          respect to clause (i) below, on the related Swap Payment Date), the Trustee
          shall distribute the Interest Remittance Amount for such date in the following
          order of priority:

         


        
          
            
            

          

          
            83

            
              

            

          

          
            
            

          

        


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

         

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

         

        (iii)
           to
          the
          Offered Subordinated Certificates, in accordance with the Subordinate Priority,
          Current Interest and any Carryforward Interest for such Classes for such
          Distribution Date;
          and 

         

        (iv)
           for
          application as part of the Monthly Excess Cashflow for such Distribution
          Date,
          as provided in subsection (f) of this Section, any Monthly Excess Interest
          for
          such Distribution Date.

         

        (c)
           [Reserved].

         

        (d)
           On
          each
          Distribution Date or related Swap Payment Date on or prior to a Section
          7.01(d)
          Purchase Event, the Trustee shall distribute the Principal Distribution
          Amount
          for such date, as follows:

         

        (i)
           On
          each
          Distribution Date (or with respect to clause (A) below, on the related
          Swap
          Payment Date) (a) prior to the Stepdown Date or (b) with respect to which
          a
          Trigger Event is in effect, until the aggregate Certificate Principal Amount
          of
          the LIBOR Certificates equals the Target Amount for such Distribution Date,
          the
          Trustee shall distribute the Principal Distribution Amount, in the following
          order of priority:

         

        (A)
           for
          deposit into the Swap Account, any Net Swap Payment or Swap Termination
          Payment
          (not due to a Swap Counterparty Trigger Event) owed to the Swap Counterparty
          (to
          the extent not deposited previously from the Interest Remittance Amount
          in
          accordance with Section 5.02(b)(i) above);

         

        (B)
           concurrently,
          to the Senior Certificates (other than the Class AIO Certificates), pro
          rata,
          based
          on (x) the aggregate Class Principal Amount of the Class A1, Class A2 and
          Class
          A3 Certificates, (y) the Class Principal Amount of the Class A4 Certificates
          and
          (z) the Class Principal Amount of the Class A5 Certificates, as
          follows:

         

        (1) sequentially,
          to the Class A1, Class A2 and Class A3 Certificates, in that order, until
          the
          Class Principal Amount of each such Class has been reduced to zero;


        


        (2) to
          the
          Class A4 Certificates, until the Class Principal Amount of such Class has
          been
          reduced to zero; and 

        



        
          
            
            

          

          
            84

            
              

            

          

          
            
            

          

        


        (3) to
          the
          Class A5 Certificates, until the Class Principal Amount of such class has
          been
          reduced to zero.

         

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

         

        (D)
           for
          application as part of the Monthly Excess Cashflow for such Distribution
          Date,
          as provided in subsection (f) of this Section, any such Principal Distribution
          Amount remaining after application pursuant to clauses (A) through (C)
          above.

         

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

        


        (A)
           for
          deposit into the Swap Account, any Net Swap Payment or Swap Termination
          Payment
          (not due to a Swap Counterparty Trigger Event) owed to the Swap Counterparty
          (to
          the extent not deposited previously);

         

        (B)
           (1)
          so
          long as any of the Offered Subordinate Certificates are outstanding, to
          the
          Senior Certificates (other than the Class AIO Certificates), in accordance
          with
          the Senior Priority, in an amount equal to the lesser of (x) the excess,
          if any,
          of (a) the Principal Distribution Amount for such Distribution Date over
          (b) the
          amount distributed to the Supplemental Interest Trust for deposit into
          the Swap
          Account on such Distribution Date pursuant to clause (A) above and (y)
          the
          Senior Principal Distribution Amount for such Distribution Date until the
          Class
          Principal Amount of each such Class has been reduced to zero; or (2) otherwise
          to the Senior Certificates (other than the Class AIO Certificates), in
          accordance with the Senior Priority, the excess of (A) the Principal
          Distribution Amount for such Distribution Date over (B) the amount distributed
          to the Supplemental Interest Trust for deposit into the Swap Account with
          respect to such Distribution Date pursuant to clause (A) above, in each
          case
          until the Class Principal Amount of each such Class has been reduced to
          zero;

         

        (C)
           to
          the
          Class M1 Certificates, an amount equal to the lesser of (x) the excess
          of (a)
          the Principal Distribution Amount for such Distribution Date over (b) the
          amount
          distributed to the Senior Certificates (other than the Class AIO Certificates)
          and the amount paid to the Supplemental Interest Trust for deposit into
          the Swap
          Account on such Distribution Date pursuant to clauses (A) through (B) above,
          and
          (y) the M1 Principal Distribution Amount for such Distribution Date, until
          the
          Class Principal Amount of such Class has been reduced to zero; 

         

        (D)
           to
          the
          Class M2 Certificates, an amount equal to the lesser of (x) the excess
          of (a)
          the Principal Distribution Amount for such Distribution Date over (b) the
          amount
          distributed to the Senior Certificates (other than the Class AIO Certificates),
          the Class M1 Certificates and the amount paid to the Supplemental Interest
          Trust
          for deposit into the Swap Account on such Distribution Date pursuant to
          clauses
          (A) through (C) above, and (y) the M2 Principal Distribution Amount for
          such
          Distribution Date, until the Class Principal Amount of such Class has been
          reduced to zero; 

         


        
          
            
            

          

          
            85

            
              

            

          

          
            
            

          

        


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

         

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

         

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

         

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

         

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

         


        
          
            
            

          

          
            86

            
              

            

          

          
            
            

          

        


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


         

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

         

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

         

        (e)
           [Reserved].

         

        (f)
           On
          each
          Distribution Date on or prior to a Section 7.01(d) Purchase Event, the
          Trustee
          shall distribute the Monthly Excess Cashflow for such Distribution Date
          in the
          following order of priority (except in the case of Section 5.02(f)(iv)(A)(1)
          below, where such payments will be applied after making distributions pursuant
          Section 5.02(g)(iv) below and Sections 5.02(h)(v) and (vii) below, in the
          priority set forth therein): 

         

        (i)
           (A) concurrently,
          on a pro
          rata
          basis,
          based on amounts due, to the Senior Certificates, Current Interest and
          any
          Carryforward Interest for such Classes for such Distribution Date, to the
          extent
          unpaid pursuant to Section 5.02(b)(ii) above; provided,
          however,
          that
          any shortfall in Current Interest and Carryforward Interest shall be allocated
          among such Classes in proportion to the amount of Current Interest and
          Carryforward Interest that would otherwise be distributable
          thereon;

         

        (B) to
          the
          Offered Subordinate Certificates, in accordance with the Subordinate Priority,
          any Current Interest and Carryforward Interest for such Classes for such
          Distribution Date, to the extent unpaid pursuant to Section 5.02(b)(iii)
          above;



        
          
            
            

          

          
            87

            
              

            

          

          
            
            

          

        


        


        (C) to
          the
          Trustee, to pay previously unreimbursed extraordinary costs, liabilities,
          and
          expenses;

        


        (ii)
           for
          each
          Distribution Date occurring (a) before the Stepdown Date or (b) on or after
          the
          Stepdown Date but for which a Trigger Event is in effect, after giving
          effect to
          previous principal distributions on such Distribution Date pursuant to
          Section
          5.02(d) above, then until the aggregate Certificate Principal Amount of
          the
          LIBOR Certificates equals the Target Amount, in the following order of
          priority:

         

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

         

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

         

        (iii)
           for
          each
          Distribution Date occurring on or after the Stepdown Date and for which
          a
          Trigger Event is not in effect, after giving effect to previous principal
          distributions on such Distribution Date pursuant to Section 5.02(d) above,
          in
          the following order of priority:

         

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

         

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

         

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

         

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

         

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


         


        
          
            
            

          

          
            88

            
              

            

          

          
            
            

          

        


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

         

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

         

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

         

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

         

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

         

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

         

        (A)
           (1)
          first, pro
          rata,
          to the
          Senior Certificates (other than the Class AIO Certificates), the amount
          of any
          Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls for each such Class
          and
          such Distribution Date, in proportion to the amount of such shortfalls;
          and (2)
          second, to the Offered Subordinate Certificates, in accordance with the
          Subordinate Priority, the amount of any Basis Risk Shortfalls and Unpaid
          Basis
          Risk Shortfalls for each such Class and such Distribution Date, after
          application of amounts distributed first,
          from
          the Swap Account pursuant to Section 5.02(h)(v) below, second,
          from
          the Cap Account pursuant to Section 5.02(g)(iv) below, and third,
          from
          the Swap Account pursuant to Section 5.02(h)(vii) below; and

         


        
          
            
            

          

          
            89

            
              

            

          

          
            
            

          

        


        (B)
           to
          the
          Class X Certificates, any amounts remaining in the Basis Risk Reserve Fund
          in
          excess of the Required Reserve Fund Amount for such Distribution Date,
          after
          satisfying priority (iv)(A) above for that Distribution Date; 

         

        (v)
           pro
          rata,
          in
          proportion to their respective Deferred Amounts (and any interest accrued
          on
          such Deferred Amounts), after giving effect to distributions described
          above on
          such Distribution Date, to the Senior Certificates (other than the Class
          AIO
          Certificates), any applicable Deferred Amount and any interest accrued
          on such
          Deferred Amount for each such Class and such Distribution Date;

         

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

         

        (vii)
           on
          the
          earlier of (a) the Distribution Date occurring in December 2011 (or the
          next
          occurring Distribution Date on which sufficient funds are available in
          the
          Certificate Account) and (b) the final Distribution Date, to the Class
          P
          Certificates, $100 in payment of the Class P Principal Amount;

         

        (viii)
           to
          the
          Class X Certificates, the Class X Distributable Amount (less any Basis
          Risk
          Payment for such Distribution Date) for such Distribution Date;

         

        (ix)
           to
          the
          Supplemental Interest Trust, for distribution pursuant to clause 5.02(h)(xi),
          any Swap Termination Payment due to a Swap Counterparty Trigger Event owed
          to
          the Swap Counterparty pursuant to the Swap Agreement; and

         

        (x)
           to
          the
          Class LT-R Certificate, any amount remaining on such date after application
          pursuant to clauses (i) through (ix) above to the extent attributable to
          the
          Pooling REMIC 1, and otherwise to the Class R Certificate; 

         

        (g)
           On
          each
          Distribution Date, the Trustee shall distribute the Cap Amount from the
          Cap
          Account for such date after making all distributions under Section 5.02(f)
          above
          as follows (except in the case of Section 5.02(g)(iv) below, where such
          payments
          will be applied pursuant to and in the priority set forth in Section
          5.02(f)(iv)(A)(1) above):

         

        (i)
           concurrently,
          to the Senior Certificates (other than the Class AIO Certificates), on
          a
pro
          rata
          basis,
          Current Interest and any Carryforward Interest for each such class for
          such
          Distribution Date, to the extent unpaid after distributions pursuant to
          Section
          5.02(b)(ii) above and Section 5.02(f)(1)(A) above (any shortfall in Current
          Interest and Carryforward Interest shall be allocated among such Classes
          in
          proportion to the amount of Current Interest and Carryforward Interest
          that
          would otherwise be distributable thereon);

         

        (ii)
           to
          the
          Subordinate Certificates, in accordance with the Subordinate Priority,
          Current
          Interest and any Carryforward Interest for such class and such Distribution
          Date
          to the extent unpaid after distributions pursuant to Section 5.02(b)(iii)
          above
          and Section 5.02(f)(1)(B) above;

         


        
          
            
            

          

          
            90

            
              

            

          

          
            
            

          

        


        (iii)
           to
          the
          Senior Certificates (other than the Class AIO Certificates), any amount
          necessary to maintain the applicable target amount specified in Sections
          5.02(f)(ii) and (iii) above, as applicable, for such Distribution Date,
          for
          application pursuant to the priorities set forth in such Sections and to
          the
          extent unpaid after distributions pursuant to such Sections; provided,
          however,
          that
          the sum of all such amounts distributed pursuant to this Section 5.02(g)(iii)
          and all amounts distributed pursuant to Sections 5.02(g)(v) and (vi) and
          Sections 5.02(h)(vi), (viii) and (ix) shall not exceed the aggregate amount
          of
          cumulative Realized Losses incurred from the Cut-off Date through the last
          day
          of the related Collection Period less any amounts previously distributed
          pursuant to this Section 5.02(g)(iii) and Sections 5.02(g)(v) and (vi)
          together
          with any amounts previously distributed pursuant to Sections 5.02(h)(vi),
          (viii)
          and (ix);

         

        (iv)
           concurrently,
          to the Senior Certificates (other than the Class AIO Certificates), any
          Basis
          Risk Shortfalls and Unpaid Basis Risk Shortfalls, and then to the Offered
          Subordinate Certificates, in accordance with Subordinate Priority, any
          Basis
          Risk Shortfalls and Unpaid Basis Risk Shortfalls for each such Class and
          for
          such Distribution Date, to the extent unpaid after distributions pursuant
          to
          Section 5.02(h)(v) below; 

         

        (v)
           to
          the
          Senior Certificates (other than the Class AIO Certificates), pro
          rata,
          any
          Deferred Amount (and any interest accrued on such Deferred Amounts at the
          related Certificate Interest Rate) for each such Class and such Distribution
          Date, to the extent unpaid after distributions pursuant to Section 5.02(f)(v)
          above; provided,
          however,
          that
          the sum of all such amounts distributed pursuant to this Section 5.02(g)(v)
          and
          all amounts distributed pursuant to Sections 5.02(g)(iii) and (vi) and
          Sections
          5.02(h)(vi), (viii) and (ix) shall not exceed the aggregate amount of cumulative
          Realized Losses incurred from the Cut-off Date through the last day of
          the
          related Collection Period less any amounts previously distributed pursuant
          to
          this Section 5.02(g)(v) and Sections 5.02(g)(iii) and (vi) together with
          any
          amounts previously distributed pursuant to Sections 5.02(h)(vi), (viii)
          and
          (ix);

         

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

         

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

         

        (viii)
           to
          the
          Class C-X Certificates, any remaining Cap Amounts; and

         


        
          
            
            

          

          
            91

            
              

            

          

          
            
            

          

        


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

         

        (h)
           On
          each
          Distribution Date (or, with respect to clauses (i), (ii), (x) and (xi)
          below, on
          the related Swap Payment Date), the Trustee shall distribute the Swap Amount
          from the Swap Account for such date after making all distributions under
          Section
          5.02(g) above as follows (except (i) in the case of Section 5.02(h)(v)
          below,
          where such payments will be applied prior to making distributions pursuant
          to
          Section 5.02(g)(iv) above and will be applied pursuant to and in the priority
          set forth in Section 5.02(f)(iv)(A)(1) above), and (ii) in the case of
          5.02(h)(vii) below, where such payments will be applied pursuant to and
          in the
          priority set forth in Section 5.02(f)(iv)(A)(1) above):

         

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

         

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

         

        (iii)
           to
          the
          Senior Certificates (other than the Class AIO Certificates), Current
          Interest and any Carryforward Interest for each such Class and such Distribution
          Date, pro
          rata,
          based
          on amounts due, to the extent unpaid pursuant to Section 5.02(b)(ii) above,
          Section 5.02(f)(i)(A) above and Section 5.02(g)(i) above;

         

        (iv)
           to
          the
          Offered Subordinate Certificates, in accordance with the Subordinate Priority,
          Current Interest and any Carryforward Interest for each such Class for
          such
          Distribution Date, to the extent unpaid pursuant to Section 5.02(b)(iii),
          Section 5.02(f)(i)(B) above and Section 5.02(g)(ii) above;

         

        (v)
           the
          Available Basis Risk Amount, prior to making distributions pursuant to
          Section
          5.02(g)(iv) and Section 5.02(f)(iv) above, in the following order of
          priority:

         

        (A)
           concurrently,
          pro
          rata,
          to the
          Senior Certificates (other than the Class AIO Certificates), the amount
          of any
          Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls for each such Class
          and
          such Distribution Date;

         

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

         

        (C)
           if
          applicable, to the Termination Receipts Account for application to the
          purchase
          of a replacement swap agreement pursuant to Section 5.09; and

         

        (D)
           to
          the
          Class S-X Certificates, any amounts remaining;

         


        
          
            
            

          

          
            92

            
              

            

          

          
            
            

          

        


        (vi)
           to
          the
          Senior Certificates (other than the Class AIO Certificates) and the Offered
          Subordinate Certificates, any amount necessary to maintain the applicable
          target
          amount specified in Sections 5.02(f)(ii) and (iii), as applicable, for
          such
          Distribution Date, for application pursuant to the priorities set forth
          in such
          clauses, after giving effect to distributions pursuant to such clauses
          and
          Section 5.02(g)(iii) above;
          provided, however,
          that
          the sum of all such amounts distributed pursuant to this Section 5.02(h)(vi)
          and
          all amounts distributed pursuant to Sections 5.02(h)(viii) and (ix) and
          Sections
          5.02(g)(iii), (v) and (vi) shall not exceed the aggregate amount of cumulative
          Realized Losses incurred from the Cut-off Date through the last day of
          the
          related Collection Period less any amounts previously distributed pursuant
          to
          this Section 5.02(h)(vi) and Sections 5.02(h)(viii) and (ix) together with
          any
          amounts previously distributed pursuant to Sections 5.02(g)(iii), (v) and
          (vi);

         

        (vii)
           concurrently,
          to the Senior Certificates (other than the Class AIO Certificates), pro
          rata,
          based
          on the amount of any remaining Basis Risk Shortfalls and Unpaid Basis Risk
          Shortfalls, and then to the Offered Subordinate Certificates, in accordance
          with
          the Subordinate Priority, any remaining Basis Risk Shortfalls and Unpaid
          Basis
          Risk Shortfalls for each such Class and for such Distribution Date to the
          extent
          unpaid after distributions pursuant to clause (v) above, Section 5.02(f)(iv)
          and
          Section 5.02(g)(iv);

         

        (viii)
           concurrently,
          to the Senior Certificates (other than the Class AIO Certificates), in
          accordance with the Senior Priority, any Deferred Amount for each such
          Class and
          Distribution Date (and any interest accrued on such Deferred Amounts at
          the
          related Certificate Interest Rate), for application pursuant to the priority
          set
          forth in Section 5.02(f)(v), to the extent unpaid after distributions pursuant
          to such clause and Section 5.02(g)(v) above; provided,
          however,
          that
          the sum of all such amounts distributed pursuant to this Section 5.02(h)(viii)
          and all amounts distributed pursuant to Sections 5.02(h)(vi) and (ix) and
          Sections 5.02(g)(iii), (v) and (vi) shall not exceed the aggregate amount
          of
          cumulative Realized Losses incurred from the Cut-off Date through the last
          day
          of the related Collection Period less any amounts previously distributed
          pursuant to this Section 5.02(h)(viii) and Sections 5.02(h)(vi) and (ix)
          together with any amounts previously distributed pursuant to Sections
          5.02(g)(iii), (v) and (vi);

         

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


         

        (x)
           if
          applicable, to the Termination Receipts Account for application to the
          purchase
          of a replacement swap agreement pursuant to Section 5.09;

         


        
          
            
            

          

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

         

        (xii)
           to
          the
          S-X Certificates, any remaining Swap Amount; and

         

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

         

        (i)
           [Reserved].
          

         

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

         

        (k)
           On
          each
          Distribution Date occurring after a Section 7.01(d) Purchase Event but
          on or
          prior to a Trust Fund Termination Event, the Trustee (or the Paying Agent
          on
          behalf of the Trustee), shall withdraw from the Certificate Account the
          related
          Total Distribution Amount (to the extent such amount is on deposit in the
          Certificate Account) and shall allocate such amount to the interests issued
          in
          respect of the Pooling REMIC 1 Regular Interests created pursuant to this
          Agreement and shall distribute such Total Distribution Amount first, to
          the
          Trustee, any amounts reimbursable pursuant to Section 4.04(b)(i) and not
          previously reimbursed to the Trustee, second, to the LTURI-holder, any
          remaining
          related Total Distribution Amount to the extent payable on the Pooling
          REMIC 1
          Regular Interests as provided in the Preliminary Statement, and third,
          to the
          Class LT-R Certificates any remaining amounts.

         

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

         

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

         

        Section
          5.03. Allocation
          of Losses.  

         

        On
          each
          Distribution Date on or prior to a Section 7.01(d) Purchase Event, the
          Class
          Principal Amounts of the Offered Certificates shall be reduced by the amount
          of
          any Applied Loss Amount for such date, in the following order of
          priority:


        
          
            
            

          

          
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        (i)
           to
          the
          Class M9 Certificates, until the Class Principal Amount of such Class has
          been
          reduced to zero;

         

        (ii)
           to
          the
          Class M8 Certificates, until the Class Principal Amount of such Class has
          been
          reduced to zero;

         

        (iii)
           to
          the
          Class M7 Certificates, until the Class Principal Amount of such Class has
          been
          reduced to zero;

         

        (iv)
           to
          the
          Class M6 Certificates, until the Class Principal Amount of such Class has
          been
          reduced to zero;

         

        (v)
           to
          the
          Class M5 Certificates, until the Class Principal Amount of such Class has
          been
          reduced to zero;

         

        (vi)
           to
          the
          Class M4 Certificates, until the Class Principal Amount of such Class has
          been
          reduced to zero;

         

        (vii)
           to
          the
          Class M3 Certificates, until the Class Principal Amount of such Class has
          been
          reduced to zero;

         

        (viii)
           to
          the
          Class M2 Certificates, until the Class Principal Amount of such Class has
          been
          reduced to zero; 

         

        (ix)
           to
          the
          Class M1 Certificates, until the Class Principal Amount of such Class has
          been
          reduced to zero; and

         

        (x)
           to
          the
          extent of any Applied Loss Amounts, to the Senior Certificates (other than
          the
          Class AIO Certificates), pro
          rata,
          based
          on their respective Class Principal Amounts, until their respective Class
          Principal Amounts are reduced to zero; provided,
          however,
          that
          any Applied Loss Amounts otherwise allocable to the Class A1, Class A2,
          Class A3
          and Class A4 Certificates will be applied in reduction of the Class Principal
          Amount of the Class A5 Certificates, until the Class Principal Amount of
          the
          Class A5 Certificates has been reduced to zero, before reducing the Class
          Principal Amount of the Class A1, Class A2, Class A3 and Class A4 Certificates,
          pro
          rata.

         

        Section
          5.04. Advances
          by Master Servicer, Servicers and Trustee.  

         

        (a)
           Subject
          to Section 9.07, Advances shall be made in respect of each Determination
          Date as
          provided herein. If, on any Determination Date, any Servicer determines
          that any
          Scheduled Payments due during the related Collection Period have not been
          received, such Servicer shall advance such amount on the Deposit Date
          immediately following such Determination Date to the extent provided in
          the
          applicable Servicing Agreement. If any Servicer fails to remit Advances
          required
          to be made under the applicable Servicing Agreement, the Master Servicer
          shall
          itself make, or shall cause the successor Servicer to make, such Advance
          on the
          Master Servicer Remittance Date immediately following such Determination
          Date;
provided,
          however,
          that
          required Advances remitted by the Servicer or the Master Servicer may be
          reduced
          by an amount, if any, to be set forth in an Officer’s Certificate to be
          delivered to the Trustee on such Determination Date, which if advanced
          the
          Master Servicer or the applicable Servicer has determined would not be
          recoverable from amounts received with respect to such Mortgage Loan, including
          late payments, Liquidation Proceeds, Insurance Proceeds or otherwise. If
          the
          Master Servicer determines that an Advance is required, it shall on the
          Master
          Servicer Remittance Date immediately following such Determination Date
          either
          (i) remit to the Trustee from its own funds (or funds advanced by the applicable
          Servicer) for deposit in the Certificate Account immediately available
          funds in
          an amount equal to such Advance, (ii) cause to be made an appropriate entry
          in
          the records of the Collection Account that funds in such account being
          held for
          future distribution or withdrawal have been, as permitted by this Section
          5.04,
          used by the Master Servicer to make such Advance, and remit such immediately
          available funds to the Trustee for deposit in the Certificate Account or
          (iii)
          make Advances in the form of any combination of clauses (i) and (ii) aggregating
          the amount of such Advance. Any funds being held in the Collection Account
          for
          future distribution to Certificateholders and so used shall be replaced
          by the
          Master Servicer from its own funds by remittance to the Trustee for deposit
          in
          the Certificate Account on or before any future Master Servicer Remittance
          Date
          to the extent that funds in the Certificate Account on such Master Servicer
          Remittance Date shall be less than payments to Certificateholders required
          to be
          made on the related Distribution Date. The Master Servicer and each Servicer
          shall be entitled to be reimbursed from the Collection Account for all
          Advances
          made by it as provided in Section 4.02. Notwithstanding anything to the
          contrary
          herein, in the event the Master Servicer determines in its reasonable judgment
          that an Advance is non-recoverable, the Master Servicer shall be under
          no
          obligation to make such Advance. The Trustee shall be entitled to conclusively
          rely upon any determination by the Master Servicer that an Advance, if
          made,
          would constitute a non-recoverable Advance.


        
          
            
            

          

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

         

        Section
          5.05. Compensating
          Interest Payments.  

         

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


        


        Section
          5.06. Basis
          Risk Reserve Fund.

         


        
          
            
            

          

          
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        (a)
           On
          the
          Closing Date, the Trustee shall establish and maintain in its name, in
          trust for
          the benefit of the holders of the LIBOR Certificates, the Basis Risk Reserve
          Fund, into which LBH shall initially deposit $1,000. The Basis Risk Reserve
          Fund
          shall be an Eligible Account, and funds on deposit therein shall be held
          separate and apart from, and shall not be commingled with, any other moneys,
          including, without limitation, other moneys of the Trustee held pursuant
          to this
          Agreement.

         

        (b)
           On
          each
          Distribution Date the Trustee shall distribute in the order of priority
          and to
          the extent specified in Section 5.02(f)(iv) of this Agreement any amounts
          then
          on deposit in the Basis Risk Reserve Fund, including any earnings thereon.
          On
          any Distribution Date, any amounts that the Trustee is not required to
          distribute from the Basis Risk Reserve Fund pursuant to Section 5.02(f)(iv)
          of
          this Agreement shall remain on deposit in the Basis Risk Reserve
          Fund.

         

        (c)
           Funds
          in
          the Basis Risk Reserve Fund shall be invested in Eligible Investments.
          The Class
          X Certificates shall evidence ownership of the Basis Risk Reserve Fund
          for
          federal income tax purposes and LBH on behalf of the Holders thereof shall
          direct the Trustee, in writing, as to investment of amounts on deposit
          therein.
          LBH shall be liable for any losses incurred on such investments. In the
          absence
          of written instructions from LBH as to investment of funds on deposit in the
          Basis Risk Reserve Fund, such funds shall remain uninvested. The Basis
          Risk
          Reserve Fund will be terminated after the earlier of (A) a Section 7.01(d)
          Purchase Event or (B) a Trust Fund Termination Event and any funds remaining
          in
          such fund upon such termination shall be released to the Holders of the
          X
          Certificates.

         

        Section
          5.07. Supplemental
          Interest Trust.  

         

        (a)
           A
          separate trust is hereby established (the “Supplemental Interest Trust”), the
          corpus of which shall be held by the Trustee, in trust, for the benefit
          of the
          holders of the LIBOR Certificates. The Trustee, as trustee of the Supplemental
          Interest Trust, shall establish an account (the “Swap Account”), into which LBH
          shall initially deposit $1,000 on the Closing Date. The Swap Account shall
          be an
          Eligible Account, and funds on deposit therein shall be held separate and
          apart
          from, and shall not be commingled with, any other moneys, including, without
          limitation, other moneys of the Trustee held pursuant to this
          Agreement.

         

        (b)
           In
          addition, the Trustee, as trustee of the Supplemental Interest Trust, shall
          establish an account (the “Cap Account”), into which LBH shall initially deposit
          $1,000. The Cap Account shall be an Eligible Account, and funds on deposit
          therein shall be held separate and apart from, and shall not be commingled
          with,
          any other monies, including, without limitation, other monies of the Trustee
          held pursuant to this Agreement.

         

        (c)
           In
          addition, the Trustee, on behalf of the Supplemental Interest Trust, shall
          establish an account (the “Collateral Account”). The Collateral Account shall be
          an Eligible Account, and funds on deposit therein shall be held separate
          and
          apart from, and shall not be commingled with, any other monies, including,
          without limitation, other monies of the Trustee held pursuant to this
          Agreement.

         

        (d)
           The
          Trustee shall deposit into the Swap Account any Net Swap Payment required
          pursuant to Sections 5.02(b), (d), and (h), any Swap Termination Payment
          required pursuant to Sections 5.02(b), (d), (f) and (h), any amounts received
          from the Swap Counterparty under the Swap Agreement, and shall distribute
          from
          the Swap Account any Net Swap Payment required pursuant to Section 5.02(h)(i)
          or
          5.02(l), as applicable, or Swap Termination Payment required pursuant to
          Sections 5.02(h)(ii), Section 5.02(h)(ix) or Section 5.02(l), as
          applicable.

         


        
          
            
            

          

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

         

        (f)
           Funds
          in
          the Swap Account shall be invested in Eligible Investments. Any earnings
          on such
          amounts shall be distributed on each Distribution Date pursuant to Section
          5.02(h) or 5.02(l), as applicable. The Class S-X Certificates shall evidence
          ownership of the Swap Account for federal income tax purposes and the Holder
          thereof shall direct the Trustee, in writing, as to investment of amounts
          on
          deposit therein. The Class S-X Certificateholders shall be liable for any
          losses
          incurred on such investments. In the absence of written instructions from
          the
          Class S-X Certificateholders as to investment of funds on deposit in the
          Swap
          Account, such funds shall remain uninvested. Any amounts on deposit in
          the Swap
          Account in excess of the Swap Amount on any Distribution Date shall be
          held for
          distribution pursuant to Section 5.02(h) or 5.02(l), as applicable, on
          the
          following Distribution Date.

         

        (g)
           Funds
          in
          the Cap Account shall be invested in Eligible Investments. Any earnings
          on such
          amounts shall be distributed on each Distribution Date pursuant to Section
          5.02(g) or 5.02(m), as applicable. The Class C-X Certificates shall evidence
          ownership of the Cap Account for federal income tax purposes and the Holder
          thereof shall direct the Trustee, in writing, as to investment of amounts
          on
          deposit therein. The Class C-X Certificateholders shall be liable for any
          losses
          incurred on such investments. In the absence of written instructions from
          the
          Class C-X Certificateholders as to investment of funds on deposit in the
          Cap
          Account, such funds shall remain uninvested. Any amounts on deposit in
          the Cap
          Account in excess of the Cap Amount on any Distribution Date shall be held
          for
          distribution pursuant to Section 5.02(g) or 5.02(m), as applicable, on
          the
          following Distribution Date.

         

        (h)
           Funds
          required to be held pursuant to the Credit Support Annex shall be deposited
          into
          the Collateral Account. Funds posted by the Swap Counterparty (or its credit
          support provider) in the Collateral Account shall be invested in Eligible
          Investments as directed by the Swap Counterparty (or its credit support
          provider). Any interest earnings on such amounts shall be remitted to the
          Swap
          Counterparty (or its credit support provider) pursuant to the terms of
          the
          Credit Support Annex. The Trustee shall not be liable for any losses incurred
          on
          such investments. In the absence of prior written instructions from the
          Swap
          Counterparty (or its credit support provider) as to investment of funds
          on
          deposit in the Collateral Account, such funds shall remain uninvested.
          On the
          first Distribution Date immediately following any Swap Payment Date as
          to which
          a shortfall exists with respect to a Net Swap Payment or a Swap Termination
          Payment owed by the Swap Counterparty as a result of its failure to make
          payments pursuant to the Swap Agreement, amounts necessary to cover such
          shortfall shall be removed from the Collateral Account, remitted to the
          Swap
          Account and distributed as all or a portion of such Net Swap Payment or
          Swap
          Termination Payment pursuant to Section 5.02(g) or Section 5.02(k), as
          applicable. Any amounts on deposit in the Collateral Account required to
          be
          returned to the Swap Counterparty (or its credit support provider), as
          applicable, as a result of (i) the termination of the Swap Agreement, (ii)
          the
          procurement of a guarantor, (iii) the reinstatement of required ratings
          or (iv)
          otherwise pursuant to the Swap Agreement, shall be released directly to
          the Swap
          Counterparty pursuant to the terms of the Credit Support Annex.

         


        
          
            
            

          

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

         

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

         

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


         

        (l)
           It
          is the
          intention of the parties hereto that, for federal and state income and
          state and
          local franchise tax purposes, the Supplemental Interest Trust be disregarded
          as
          an entity. The Trustee shall not be responsible for any entity level tax
          reporting for the Supplemental Interest Trust.

         

        (m)
           To
          the
          extent that the Supplemental Interest Trust is determined to be a separate
          legal
          entity from the Trustee, any obligation of the Trustee under the Supplemental
          Interest Trust related to the Swap Agreement or the Cap Agreement, as
          applicable, shall be deemed to be an obligation of the Swap Account or
          Cap
          Account, respectively.

         

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

         

        Section
          5.08. Rights
          of Swap Counterparty.  

         

        The
          Swap
          Counterparty shall be deemed a third-party beneficiary of this Agreement
          to the
          same extent as if it were a party hereto and shall have the right, upon
          designation of an “Early Termination Date” (as defined in the Swap Agreement),
          to enforce its rights under this Agreement, which rights include but are
          not
          limited to the obligation of the Trustee (A) to deposit any Net Swap Payment
          required pursuant to Sections 5.02(b), (d) and (h), and any Swap Termination
          Payment required pursuant to Sections 5.02(b), (d), (f) and (h) into the
          Swap
          Account and to pay any Net Swap Payment required pursuant to Section 5.02(h)(i)
          or 5.02(l), as applicable, or Swap Termination Payment required pursuant
          to
          Sections 5.02(h)(ii), Section 5.02(h)(ix) and Section 5.02(l), as applicable,
          to
          the Swap Counterparty and (C) to establish and maintain the Swap Account,
          to
          make such deposits thereto, investments therein and distributions therefrom
          as
          are required pursuant to Section 5.07. For the protection and enforcement
          of the
          provisions of this Section the Swap Counterparty shall be entitled to such
          relief as can be given either at law or in equity.

         


        
          
            
            

          

          
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        Section
          5.09. Termination
          Receipts. 

         

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

         

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


         

        Amounts
          on deposit in the Swap Replacement Receipts Account shall be held for the
          benefit of the related Swap Counterparty and paid to such Swap Counterparty
          if
          the Supplemental Interest Trust is required to make a payment to such Swap
          Counterparty following an event of default or termination event with respect
          to
          the Supplemental Interest Trust under the related Swap Agreement. Any amounts
          not so applied shall, following the termination or expiration of such Swap
          Agreement, be paid to the Class S-X Certificates.

         


        
          
            
            

          

          
            100

            
              

            

          

          
            
            

          

        


        (b)
           In
          the
          event of an “Early Termination Event” as defined under the Cap Agreement, (i)
          any Cap Termination Payment made by the Cap Counterparty to the Supplemental
          Interest Trust and paid pursuant to Section 5.02(g)(vii) (“Cap Termination
          Receipts”) will be deposited in a segregated non-interest bearing account which
          shall be an Eligible Account established by the Trustee (the “Cap Termination
          Receipts Account”) and (ii) any amounts received from a replacement Cap
          Counterparty (“Cap Replacement Receipts”) will be deposited in a segregated
          non-interest bearing account which shall be an Eligible Account established
          by
          the Trustee (the “Cap Replacement Receipts Account”). Solely upon written
          direction of the Depositor, the Trustee shall invest, or cause to be invested,
          funds held in the Cap Termination Receipts Account and the Cap Replacement
          Receipts Account in time deposits of the Trustee as permitted by clause
          (ii) of
          the definition of Eligible Investments or as otherwise directed in writing
          by a
          majority of the Certificateholders. All such investments must be payable
          on
          demand or mature on a Distribution Date or such other date as directed
          by the
          Certificateholders. If no such direction is given by the Depositor, such
          funds
          shall remain uninvested. All such Eligible Investments will be made in
          the name
          of the Trustee, as trustee of the Supplemental Interest Trust (in its capacity
          as such) or its nominee. All income and gain realized from any such investment
          shall be deposited in the Cap Termination Receipts Account or the Cap
          Replacement Receipts Account, as applicable, and all losses, if any, shall
          be
          borne by the related account.

         

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


         

        Amounts
          on deposit in the Cap Replacement Receipts Account shall be held for the
          benefit
          of the related Cap Counterparty and paid to such Cap Counterparty if the
          Supplemental Interest Trust is required to make a payment to such Cap
          Counterparty following an event of default or termination event with respect
          to
          the Supplemental Interest Trust under the related Cap Agreement. Any amounts
          not
          so applied shall, following the termination or expiration of such Cap Agreement,
          be paid to the Class C-X Certificates.

         

        ARTICLE
          VI


         

        CONCERNING
          THE TRUSTEE EVENTS OF DEFAULT

         

        Section
          6.01. Duties
          of Trustee.  

         

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

         


        
          
            
            

          

          
            101

            
              

            

          

          
            
            

          

        


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

         

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

         

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

        


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

        



        
          
            
            

          

          
            102

            
              

            

          

          
            
            

          

        


        (iii) No
          provision of this Agreement shall require the Trustee to expend or risk
          its own
          funds or otherwise incur any financial liability in the performance of
          any of
          its duties hereunder, or in the exercise of any of its rights or powers,
          if it
          shall have reasonable grounds for believing that repayment of such funds
          or
          adequate indemnity against such risk or liability is not reasonably assured
          to
          it; and none of the provisions contained in this Agreement shall in any
          event
          require the Trustee to perform, or be responsible for the manner of performance
          of, any of the obligations of the Depositor or the Master Servicer under
          this
          Agreement; and

        


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

        


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

         

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

         

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

         

        (g)
           The
          Trustee shall not be held liable by reason of any insufficiency in the
          Collection Account, the Basis Risk Reserve Fund, the Cap Account, the Swap
          Account or the Collateral Account  resulting from any investment loss on
          any Eligible Investment included therein (except to the extent that the
          Trustee
          is the obligor and has defaulted thereon).

         

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

         


        
          
            
            

          

          
            103

            
              

            

          

          
            
            

          

        


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

         

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

         

        (k)
           On
          or
          before March 15 of each calendar year for so long as the Depositor is subject
          to
          Exchange Act reporting requirements for the Lehman XS Trust 2006-20, beginning
          in March 2007, the Trustee and Paying Agent shall deliver to the Sponsor,
          the
          Master Servicer and the Depositor a report regarding its assessment of
          compliance with the Servicing Criteria applicable to such party, as identified
          on Exhibit O hereto, as of and for the period ending the end of the fiscal
          year
          ending no later than December 31 of the year prior to the year of delivery
          of
          the report. Each such report shall include (a) a statement of the party’s
          responsibility for assessing compliance with the Servicing Criteria applicable
          to such party, (b) a statement that such party used the criteria identified
          in
          Item 1122(d) of Regulation AB (§ 229.1122(d)) to assess compliance with the
          applicable Servicing Criteria, (c) disclosure of any material instance
          of
          noncompliance identified by such party and (d) a statement that a registered
          public accounting firm has issued an attestation report on such party’s
          assessment of compliance with the applicable Servicing Criteria, which
          report
          shall be delivered by the Trustee as provided in Section 6.01(l). In addition,
          on or before March 15th of each calendar year for so long as the Depositor
          is
          subject to Exchange Act reporting requirements for the Lehman XS Trust
          2006-20,
          beginning in March 2007, the Trustee and Paying Agent shall, at their own
          expense, furnish or cause to be furnished to the Sponsor and the Depositor
          an
          assessment of compliance and accountant’s attestation of any Subservicer or
          Subcontractor with respect to the Trustee or Paying Agent, as
          applicable.

         

        (l)
           On
          or
          before March 15th of each calendar year for so long as the Depositor is
          subject
          to Exchange Act reporting requirements for the Lehman XS Trust 2006-20,
          beginning in March 2007, the Trustee and Paying Agent shall, at their own
          expense, cause a registered public accounting firm (who may also render
          other
          services to Trustee or Paying Agent), which is a member of the American
          Institute of Certified Public Accountants, to furnish to the Sponsor, the
          Master
          Servicer and the Depositor a report to the effect that (A) it has obtained
          a
          representation regarding certain matters from the management of such party,
          which includes an assertion that such party has complied with the Relevant
          Servicing Criteria, and (B) on the basis of an examination conducted by
          such
          firm in accordance with standards for attestation engagements issued or
          adopted
          by the PCAOB, it is expressing an opinion as to whether such party’s compliance
          with the Relevant Servicing Criteria was fairly stated in all material
          respects,
          or it cannot express an overall opinion regarding such party’s assessment of
          compliance with the Relevant Servicing Criteria made by the Trustee or
          Paying
          Agent pursuant to Section 6.01(k) above. 

         


        
          
            
            

          

          
            104

            
              

            

          

          
            
            

          

        


        (m)
           The
          Trustee shall give prompt written notice to the Sponsor, the Master Servicer
          and
          the Depositor of the appointment of any Subcontractor by it and a written
          description (in form and substance satisfactory to the Sponsor and the
          Depositor) of the role and function of each Subcontractor utilized by the
          Trustee, specifying (A) the identity of each such Subcontractor and (B)
          which
          elements of the servicing criteria set forth under Item 1122(d) of Regulation
          AB
          will be addressed in assessments of compliance and accountant’s attestations
          provided by each such Subcontractor.

         

        (n)
           For
          as
          long as the Depositor is subject to Exchange Act reporting with respect
          to the
          Trust Fund, the Trustee shall notify the Depositor, the Master Servicer
          and the
          Sponsor within five (5) days of knowledge thereof (i) of any legal proceedings
          pending against the Trustee of the type described in Item 1117 (§ 229.1117) of
          Regulation AB and (ii) if the Trustee shall become (but only to the extent
          not
          previously disclosed) at any time an affiliate of any of the parties listed
          on
          Exhibit P hereto, together with a description thereof. On or before March
          1st of
          each year, the Depositor shall distribute the information in Exhibit P
          to the
          Trustee.

         

        (o)
           The
          Trustee agrees to indemnify the Depositor and the Master Servicer, and
          their
          respective directors, officers, employees and agents and the Trust Fund
          and hold
          each of them harmless from and against any losses, damages, penalties,
          fines,
          forfeitures, legal fees and expenses and related costs, judgments, and
          any other
          costs, fees and expenses that any of them may sustain arising out of or
          based
          upon any failure by the Trustee to comply with the provisions of Subsections
          6.01(k), (m) and (n) above; provided,
          however,
          that in
          no event shall the Trustee be liable for any special, consequential, indirect
          or
          punitive damages pursuant to this Section 6.01(o), even if advised of the
          possibility of such damages.

         

        Section
          6.02. Certain
          Matters Affecting the Trustee.  

         

        Except
          as
          otherwise provided in Section 6.01:

        


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

        


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

        


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


        
          
            
            

          

          
            105

            
              

            

          

          
            
            

          

        


        


        (iv) Unless
          an
          Event of Default shall have occurred and be continuing, the Trustee shall
          not be
          bound to make any investigation into the facts or matters stated in any
          resolution, certificate, statement, instrument, opinion, report, notice,
          request, consent, order, approval, bond or other paper or document (provided
          the
          same appears regular on its face), unless requested in writing to do so
          by any
          NIMS Insurer or the Holders of at least a majority in Class Principal Amount
          (or
          Percentage Interest) of each Class of Certificates or, if such Classes
          have been
          retired pursuant to a Section 7.01(d) Purchase Event, the LTURI-holder;
          provided,
          however,
          that, if
          the payment within a reasonable time to the Trustee of the costs, expenses
          or
          liabilities likely to be incurred by it in the making of such investigation
          is,
          in the opinion of the Trustee not reasonably assured to the Trustee by
          the
          security afforded to it by the terms of this Agreement, the Trustee may
          require
          reasonable indemnity against such expense or liability or payment of such
          estimated expenses from any NIMS Insurer or the Certificateholders, as
          applicable, as a condition to proceeding. The reasonable expense thereof
          shall
          be paid by the party requesting such investigation and if not reimbursed
          by the
          requesting party shall be reimbursed to the Trustee by the Trust
          Fund;

        


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

        


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

        


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

        


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

        


        Section
          6.03. Trustee
          Not Liable for Certificates.  

         

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


        
          
            
            

          

          
            106

            
              

            

          

          
            
            

          

        


        


        Section
          6.04. Trustee
          May Own Certificates.  

         

        The
          Trustee and any Affiliate or agent of the Trustee in its individual or
          any other
          capacity may become the owner or pledgee of Certificates or the Pooling
          REMIC 1
          Regular Interests and may transact banking and trust business with the
          other
          parties hereto and their Affiliates with the same rights it would have
          if it
          were not Trustee or such agent.

        


        Section
          6.05. Eligibility
          Requirements for Trustee.  

         

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

        


        Section
          6.06. Resignation
          and Removal of Trustee.  

         

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

         


        
          
            
            

          

          
            107

            
              

            

          

          
            
            

          

        

         

        (b)
           If
          at any
          time (i) the Trustee shall cease to be eligible in accordance with the
          provisions of Section 6.05 and shall fail to resign after written request
          therefor by the Depositor or any NIMS Insurer, (ii) the Trustee shall become
          incapable of acting, or shall be adjudged a bankrupt or insolvent, or a
          receiver
          of the Trustee of its property shall be appointed, or any public officer
          shall
          take charge or control of the Trustee or of its property or affairs for
          the
          purpose of rehabilitation, conservation or liquidation, (iii) a tax is
          imposed
          or threatened with respect to the Trust Fund by any state in which the
          Trustee
          or the Trust Fund held by the Trustee is located, (iv) the continued use
          of the
          Trustee would result in a downgrading of the rating by any Rating Agency
          of any
          Class of Certificates with a rating or (v) the Trustee shall fail to deliver
          the
          information or reports required pursuant to Section 6.01(k) through (n)
          hereto,
          then the Depositor, any NIMS Insurer or the Master Servicer shall remove
          the
          Trustee and the Depositor shall appoint a successor trustee acceptable
          to any
          NIMS Insurer and the Master Servicer by written instrument, one copy of
          which
          instrument shall be delivered to the Trustee so removed, one copy each
          to the
          successor trustee and one copy to the Master Servicer, the Swap Counterparty,
          the Cap Counterparty and any NIMS Insurer; provided,
          however,
          that if
          the Trustee is removed for the failure to provide the accountant’s attestation
          pursuant to Section 6.01(l) of this Agreement, the Trustee shall reimburse
          the
          Depositor for reasonable out-of pocket costs incurred by the Depositor
          in
          providing for a successor Trustee.

         

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

         

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

         

        Section
          6.07. Successor
          Trustee.  

         

        (a)
           Any
          successor trustee appointed as provided in Section 6.06 shall execute,
          acknowledge and deliver to the Depositor, the Swap Counterparty, the Cap
          Counterparty, the Master Servicer and any NIMS Insurer and to its predecessor
          trustee (i) an instrument accepting such appointment hereunder and (ii)
          if such
          successor trustee is appointed at any time during the period that a Form
          10-K is
          being filed with respect to the Trust in accordance with the Exchange Act
          and
          the rules and regulations of the Commission, the certification required
          pursuant
          to the first sentence of Section 6.01(k) indicating which Servicing Criteria
          are
          applicable to such successor trustee, and thereupon the resignation or
          removal
          of the predecessor trustee shall become effective and such successor trustee
          without any further act, deed or conveyance, shall become fully vested
          with all
          the rights, powers, duties and obligations of its predecessor hereunder,
          with
          like effect as if originally named as trustee herein. The predecessor trustee
          (or its custodian) shall deliver to the successor trustee (or assign to
          the
          Trustee its interest under each Custodial Agreement, to the extent permitted
          thereunder) all Mortgage Files and documents and statements related to
          each
          Mortgage File held by it hereunder, and shall duly assign, transfer, deliver
          and
          pay over to the successor trustee the entire Trust Fund, together with
          all
          necessary instruments of transfer and assignment or other documents properly
          executed necessary to effect such transfer and such of the records or copies
          thereof maintained by the predecessor trustee in the administration hereof
          as
          may be requested by the successor trustee and shall thereupon be discharged
          from
          all duties and responsibilities under this Agreement. In addition, the
          Master
          Servicer and the predecessor trustee shall execute and deliver such other
          instruments and do such other things as may reasonably be required to more
          fully
          and certainly vest and confirm in the successor trustee all such rights,
          powers,
          duties and obligations. 

         


        
          
            
            

          

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

         

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

         

        (d)
           Upon
          the
          resignation or removal of the Trustee pursuant to this Section 6.07, the
          Trustee
          shall deliver the amounts held in its possession for the benefit of the
          Certificateholders to the successor trustee upon the appointment of such
          successor trustee.

         

        Section
          6.08. Merger
          or Consolidation of Trustee.  

         

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


        
          
            
            

          

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

         

        (a)
           Notwithstanding
          any other provisions hereof, at any time, the Trustee, the Depositor or
          the
          Certificateholders evidencing more than 50% of the Class Principal Amount
          (or
          Percentage Interest) of every Class of Certificates shall have the power
          from
          time to time to appoint one or more Persons, approved by the Trustee and
          any
          NIMS Insurer, to act either as co-trustees jointly with the Trustee, or
          as
          separate trustees, or as custodians, for the purpose of holding title to,
          foreclosing or otherwise taking action with respect to any Mortgage Loan
          outside
          the state where the Trustee has its principal place of business where such
          separate trustee or co-trustee is necessary or advisable (or the Trustee
          has
          been advised by the Master Servicer that such separate trustee or co-trustee
          is
          necessary or advisable) under the laws of any state in which a property
          securing
          a Mortgage Loan is located or for the purpose of otherwise conforming to
          any
          legal requirement, restriction or condition in any state in which a property
          securing a Mortgage Loan is located or in any state in which any portion
          of the
          Trust Fund is located. The separate trustees, co-trustees, or custodians
          so
          appointed shall be trustees or custodians for the benefit of all the
          Certificateholders and shall have such powers, rights and remedies as shall
          be
          specified in the instrument of appointment; provided,
          however,
          that no
          such appointment shall, or shall be deemed to, constitute the appointee
          an agent
          of the Trustee. The obligation of the Trustee (acting as successor master
          servicer) to make an Advance pursuant to Section 5.04 and 6.14 hereof shall
          not
          be affected or assigned by the appointment of a co-trustee. The Trustee
          shall
          not be responsible for any action or omission of any separate trustee,
          co-trustee or custodian. Notwithstanding the foregoing, at any time during
          the
          period that a Form 10-K is being filed with respect to the Trust in accordance
          with the Exchange Act and the rules and regulations of the Commission,
          no such
          co-custodian or co-trustee shall be vested with any powers, rights and
          remedies
          under this Agreement unless such party has agreed to comply with all Regulation
          AB requirements set forth under this Agreement or the related Custodial
          Agreement, as applicable.

         

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

         

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

        


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


        
          
            
            

          

          
            110

            
              

            

          

          
            
            

          

        


        


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

        


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

        


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

         

        (d)
           Any
          separate trustee, co-trustee or custodian may, at any time, constitute
          the
          Trustee its agent or attorney-in-fact with full power and authority, to
          the
          extent not prohibited by law, to do any lawful act under or in respect
          of this
          Agreement on its behalf and in its name. If any separate trustee, co-trustee
          or
          custodian shall die, become incapable of acting, resign or be removed,
          all of
          its estates, properties, rights, remedies and trusts shall vest in and
          be
          exercised by the Trustee, to the extent permitted by law, without the
          appointment of a new or successor trustee.

         

        (e)
           No
          separate trustee, co-trustee or custodian hereunder shall be required to
          meet
          the terms of eligibility as a successor trustee under Section 6.05 hereunder
          and
          no notice to Certificateholders of the appointment shall be required under
          Section 6.07 hereof.

         

        (f)
           The
          Trustee agrees to instruct the co-trustees, if any, to the extent necessary
          to
          fulfill the Trustee’s obligations hereunder.

         

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

         

        Section
          6.10. Authenticating
          Agents.  

         

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

         


        
          
            
            

          

          
            111

            
              

            

          

          
            
            

          

        


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

         

        (c)
           Any
          Authenticating Agent may at any time resign by giving at least 30 days’ advance
          written notice of resignation to the Trustee, any NIMS Insurer and the
          Depositor. The Trustee may at any time terminate the agency of any
          Authenticating Agent by giving written notice of termination to such
          Authenticating Agent, any NIMS Insurer and the Depositor. Upon receiving
          a
          notice of resignation or upon such a termination, or in case at any time
          any
          Authenticating Agent shall cease to be eligible in accordance with the
          provisions of this Section 6.10, the Trustee may appoint a successor
          Authenticating Agent, shall give written notice of such appointment to
          the
          Depositor and any NIMS Insurer and shall mail notice of such appointment
          to all
          Holders of Certificates. Any successor Authenticating Agent upon acceptance
          of
          its appointment hereunder shall become vested with all the rights, powers,
          duties and responsibilities of its predecessor hereunder, with like effect
          as if
          originally named as Authenticating Agent. No successor Authenticating Agent
          shall be appointed unless eligible under the provisions of this Section
          6.10. No
          Authenticating Agent shall have responsibility or liability for any action
          taken
          by it as such at the direction of the Trustee. Any Authenticating Agent
          shall be
          entitled to reasonable compensation for its services and, if paid by the
          Trustee, it shall be a reimbursable expense pursuant to Section
          6.12.

         

        Section
          6.11. Indemnification
          of Trustee.  

         

        The
          Trustee, including in its individual capacity, and its respective directors,
          officers, employees and agents shall be entitled to indemnification from
          the
          Trust Fund for any loss, liability or expense incurred in connection with
          any
          legal proceeding or incurred without negligence or willful misconduct on
          their
          part, arising out of, or in connection with, the acceptance or administration
          of
          the trusts created hereunder or in connection with the performance of their
          duties hereunder or under the Swap Agreement, the Cap Agreement, the Mortgage
          Loan Sale Agreement, any Transfer Agreement, any Servicing Agreement or
          any
          Custodial Agreement, including any applicable fees and expenses payable
          pursuant
          to Section 6.12 and the costs and expenses of defending themselves against
          any
          claim in connection with the exercise or performance of any of their powers
          or
          duties hereunder, provided that:

        


        (i) with
          respect to any such claim, the Trustee shall have given the Depositor,
          the
          Master Servicer, any NIMS Insurer and the Holders written notice thereof
          promptly after the Trustee shall have knowledge thereof; provided that
          failure
          of the Trustee to provide such written notice shall not relieve the Trust
          Fund
          of the obligation to indemnify the Trustee under this Section 6.11;

        



        
          
            
            

          

          
            112

            
              

            

          

          
            
            

          

        


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

        


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

        


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

         

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

        


        Section
          6.12. Fees
          and Expenses of Trustee and Custodians.  

         

        The
          Trustee shall be entitled to (i) receive, and is authorized to pay itself,
          the
          amount of income or gain earned from investment of or other earnings on
          funds in
          the Certificate Account and (ii) reimbursement of all reasonable expenses,
          disbursements and advances incurred or made by the Trustee in accordance
          with
          this Agreement (including fees and expenses of its counsel and all persons
          not
          regularly in its employment and any amounts described in Section 10.01
          to which
          the Trustee is entitled as provided therein), except for expenses, disbursements
          and advances that either (i) do not constitute “unanticipated expenses” within
          the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii) or (ii)
          arise
          from its negligence, bad faith or willful misconduct. The Trustee shall
          be
          entitled to reimbursement of its reasonable expenses and disbursements
          incurred
          or made in connection with a Section 7.01(d) Purchase Event in accordance
          with
          Section 4.04(b). Each Custodian shall receive compensation and indemnification
          amounts or payment of its expenses under the related Custodial Agreement
          as
          provided therein; provided that, to the extent required under Section 6
          or
          Section 20 of the Custodial Agreement, the Trustee is hereby authorized
          to pay
          such compensation or indemnification amounts from amounts on deposit in
          the
          Certificate Account prior to any distributions to Certificateholders pursuant
          to
          Section 5.02 hereof.

        


        Section
          6.13. Collection
          of Monies.  

         

        Except
          as
          otherwise expressly provided in this Agreement, the Trustee may demand
          payment
          or delivery of, and shall receive and collect, all money and other property
          payable to or receivable by the Trustee pursuant to this Agreement. The
          Trustee
          shall hold all such money and property received by it as part of the Trust
          Fund
          and shall distribute it as provided in this Agreement. If the Trustee shall
          not
          have timely received amounts to be remitted with respect to the Mortgage
          Loans
          from the Master Servicer, the Trustee shall request the Master Servicer
          to make
          such distribution as promptly as practicable or legally permitted. If the
          Trustee shall subsequently receive any such amount, it may withdraw such
          request.


        
          
            
            

          

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

         

        (a)
           The
          occurrence of any one or more of the following events shall constitute
          an “Event
          of Default”:

         

        (i) Any
          failure by the Master Servicer to furnish to the Trustee the Mortgage Loan
          data
          sufficient to prepare the reports described in Section 4.03(a) which continues
          unremedied for a period of two (2) Business Days after the date upon which
          written notice of such failure shall have been given to such Master Servicer
          by
          the Trustee or to such Master Servicer and the Trustee by the Holders of
          not
          less than 25% of the Class Principal Amount or Class Notional Amount of
          each
          Class of Certificates affected thereby; or

        


        (ii) Any
          failure on the part of the Master Servicer duly to observe or perform in
          any
          material respect any other of the covenants or agreements on the part of
          the
          Master Servicer contained in this Agreement which continues unremedied
          for a
          period of 30 days (or 15 days, in the case of failure to maintain any Insurance
          Policy required to be maintained pursuant to this Agreement) after the
          date on
          which written notice of such failure, requiring the same to be remedied,
          shall
          have been given to the Master Servicer by the Trustee or to the Master
          Servicer
          and the Trustee by the Holders of not less than 25% of the Class Principal
          Amount (or Class Notional Amount) of each Class of Certificates affected
          thereby
          or by any NIMS Insurer; or

        


        (iii) A
          decree
          or order of a court or agency or supervisory authority having jurisdiction
          for
          the appointment of a conservator or receiver or liquidator in any insolvency,
          readjustment of debt, marshalling of assets and liabilities or similar
          proceedings, or for the winding-up or liquidation of its affairs, shall
          have
          been entered against the Master Servicer, and such decree or order shall
          have
          remained in force undischarged or unstayed for a period of 60 days or any
          Rating
          Agency reduces or withdraws or threatens to reduce or withdraw the rating
          of the
          Certificates because of the financial condition or loan servicing capability
          of
          such Master Servicer; or

        


        (iv) The
          Master Servicer shall consent to the appointment of a conservator or receiver
          or
          liquidator in any insolvency, readjustment of debt, marshalling of assets
          and
          liabilities, voluntary liquidation or similar proceedings of or relating
          to the
          Master Servicer or of or relating to all or substantially all of its property;
          or

        


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

        


        (vi) The
          Master Servicer shall be dissolved, or shall dispose of all or substantially
          all
          of its assets, or consolidate with or merge into another entity or shall
          permit
          another entity to consolidate or merge into it, such that the resulting
          entity
          does not meet the criteria for a successor servicer as specified in Section
          9.28
          hereof; or


        
          
            
            

          

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

        


        (viii) A
          sale or
          pledge of any of the rights of the Master Servicer hereunder or an assignment
          of
          this Agreement by the Master Servicer or a delegation of the rights or
          duties of
          the Master Servicer hereunder shall have occurred in any manner not otherwise
          permitted hereunder and without the prior written consent of the Trustee,
          any
          NIMS Insurer and Certificateholders holding more than 50% of the Aggregate
          Voting Interests of the Certificates; or

        


        (ix) The
          Master Servicer has notice or actual knowledge that any Servicer at any
          time is
          not either a Fannie Mae- or Freddie Mac- approved Seller/Servicer, and
          the
          Master Servicer has not terminated the rights and obligations of such Servicer
          under the applicable Servicing Agreement and replaced such Servicer with
          a
          Fannie Mae- or Freddie Mac-approved servicer within 60 days of the date
          the
          Master Servicer receives such notice or actual knowledge; or

        


        (x) Any
          failure of the Master Servicer to remit to the Trustee any payment required
          to
          be made to the Trustee for the benefit of Certificateholders under the
          terms of
          this Agreement, including any Advance, on any Master Servicer Remittance
          Date,
          which failure continues unremedied for a period of one Business Day (but
          in no
          event later than 12:00 p.m. New York time on the related Distribution Date)
          after the date upon which such written notice of such failure shall have
          been
          given to the Master Servicer by the Trustee.

        


        If
          an
          Event of Default described in clauses (i) through (ix) of this Section
          6.14
          shall occur, then, in each and every case, subject to applicable law, so
          long as
          any such Event of Default shall not have been remedied within any period
          of time
          prescribed by this Section, the Trustee, by notice in writing to the Master
          Servicer may, and shall, if so directed by Certificateholders evidencing
          more
          than 50% of the Class Principal Amount (or Class Notional Amount) of each
          Class
          of Certificates, terminate all of the rights and obligations of the Master
          Servicer hereunder and in and to the Mortgage Loans and the proceeds thereof.
          If
          an Event of Default described in clause (x) of this Section 6.14 shall
          occur,
          then, in each and every case, subject to applicable law, so long as such
          Event
          of Default shall not have been remedied within the time period prescribed
          by
          clause (x) of this Section 6.14, the Trustee, by notice in writing to the
          Master
          Servicer, shall promptly terminate all the rights and obligations of the
          Master
          Servicer hereunder and in and to the Mortgage Loans and the proceeds thereof.
          On
          or after the receipt by the Master Servicer of such written notice, all
          authority and power of the Master Servicer, and only in its capacity as
          Master
          Servicer under this Agreement, whether with respect to the Mortgage Loans
          or
          otherwise, shall pass to and be vested in the Trustee and pursuant to and
          under
          the terms of this Agreement; provided,
          however,
          the
          parties acknowledge that notwithstanding the preceding sentence, there
          may be a
          transition period, not to exceed 90 days, in order to effect the transfer
          of the
          Master Servicer’s obligations to the Trustee. The Trustee is hereby authorized
          and empowered to execute and deliver, on behalf of the defaulting Master
          Servicer as attorney-in-fact or otherwise, any and all documents and other
          instruments, and to do or accomplish all other acts or things necessary
          or
          appropriate to effect the purposes of such notice of termination, whether
          to
          complete the transfer and endorsement or assignment of the Mortgage Loans
          and
          related documents or otherwise. The defaulting Master Servicer agrees to
          cooperate with the Trustee in effecting the termination of the defaulting
          Master
          Servicer’s responsibilities and rights hereunder as Master Servicer including,
          without limitation, notifying Servicers of the assignment of the master
          servicing function and providing the Trustee or its designee all documents
          and
          records in electronic or other form reasonably requested by it to enable
          the
          Trustee or its designee to assume the defaulting Master Servicer’s functions
          hereunder and the transfer to the Trustee or its designee for administration
          by
          it of all amounts which shall at the time be or should have been deposited
          by
          the defaulting Master Servicer in the Collection Account maintained by
          such
          defaulting Master Servicer and any other account or fund maintained with
          respect
          to the Certificates or thereafter received with respect to the Mortgage
          Loans.
          The Master Servicer being terminated shall bear all costs of a master servicing
          transfer, including but not limited to those of the Trustee reasonably
          allocable
          to specific employees and overhead, legal fees and expenses, accounting
          and
          financial consulting fees and expenses, and costs of amending the Agreement,
          if
          necessary. 


        
          
            
            

          

          
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        The
          Trustee shall be entitled to be reimbursed from the Master Servicer (or
          by the
          Trust Fund, if the Master Servicer is unable to fulfill its obligations
          hereunder) for all costs associated with the transfer of servicing from
          the
          predecessor Master Servicer, including, without limitation, any costs or
          expenses associated with the complete transfer of all servicing data and
          the
          completion, correction or manipulation of such servicing data as may be
          required
          by the Trustee to correct any errors or insufficiencies in the servicing
          data or
          otherwise to enable the Trustee to master service the Mortgage Loans properly
          and effectively. If the terminated Master Servicer does not pay such
          reimbursement within thirty (30) days of its receipt of an invoice therefor,
          such reimbursement shall be an expense of the Trust Fund and the Trustee
          shall
          be entitled to withdraw such reimbursement from amounts on deposit in the
          Certificate Account pursuant to Section 4.04(b); provided that the terminated
          Master Servicer shall reimburse the Trust Fund for any such expense incurred
          by
          the Trust Fund; and provided,
          further,
          that the
          Trustee shall decide whether and to what extent it is in the best interest
          of
          the Certificateholders to pursue any remedy against any party obligated
          to make
          such reimbursement.

        


        Notwithstanding
          the termination of its activities as Master Servicer, each terminated Master
          Servicer shall continue to be entitled to reimbursement to the extent provided
          in Section 4.02(i), (ii), (iii), (v), (vii) and (ix) to the extent such
          reimbursement relates to the period prior to such Master Servicer’s
          termination.

        


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


        
          
            
            

          

          
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        (b)
           Within
          90
          days of the time the Master Servicer receives a notice of termination from
          the
          Trustee pursuant to Section 6.14(a) or the Trustee receives the resignation
          of
          the Master Servicer evidenced by an Opinion of Counsel pursuant to Section
          9.28,
          the Trustee, unless another master servicer shall have been appointed,
          shall be
          the successor in all respects to the Master Servicer in its capacity as
          such
          under this Agreement and the transactions set forth or provided for herein
          and
          shall have all the rights and powers and be subject to all the responsibilities,
          duties and liabilities relating thereto and arising thereafter placed on
          the
          Master Servicer hereunder, including the obligation to make Advances;
provided,
          however,
          that
          any failure to perform such duties or responsibilities caused by the Master
          Servicer’s failure to provide information required by this Agreement shall not
          be considered a default by the Trustee hereunder. In addition, the Trustee
          shall
          have no responsibility for any act or omission of the Master Servicer prior
          to
          the issuance of any notice of termination and within a period of time not
          to
          exceed 90 days after the issuance of written notice of termination pursuant
          to
          Section 6.14(a) or Section 9.28 or for any breach of representation or
          warranty
          by such predecessor Master Servicer. The Trustee shall have no liability
          relating to the representations and warranties of the Master Servicer set
          forth
          in Section 9.14. In the Trustee’s capacity as such successor, the Trustee shall
          have the same limitations on liability herein granted to the Master Servicer.
          As
          compensation therefor, the Trustee shall be entitled to receive all compensation
          payable to the Master Servicer under this Agreement, including the Master
          Servicing Fee. 

         

        (c)
           Notwithstanding
          the above, the Trustee may, if it shall be unwilling to continue to so
          act, or
          shall, if it is unable to so act, petition a court of competent jurisdiction
          to
          appoint, or appoint on its own behalf any established housing and home
          finance
          institution servicer, master servicer, servicing or mortgage servicing
          institution having a net worth of not less than $15,000,000 and meeting
          such
          other standards for a successor master servicer as are set forth in this
          Agreement, as the successor to such Master Servicer in the assumption of
          all of
          the responsibilities, duties or liabilities of the Master Servicer hereunder.
          Any entity designated by the Trustee as a successor master servicer may
          be an
          Affiliate of the Trustee; provided,
          however,
          that,
          unless such Affiliate meets the net worth requirements and other standards
          set
          forth herein for a successor master servicer, the Trustee in its individual
          capacity shall agree, at the time of such designation, to be and remain
          liable
          to the Trust Fund for such Affiliate’s actions and omissions in performing its
          duties hereunder. In connection with such appointment and assumption, the
          Trustee may make such arrangements for the compensation of such successor
          out of
          payments on Mortgage Loans as it and such successor shall agree; provided,
          however,
          that no
          such compensation shall be in excess of that permitted to the Master Servicer
          hereunder. The Trustee and such successor shall take such actions, consistent
          with this Agreement, as shall be necessary to effectuate any such succession
          and
          may make other arrangements with respect to the servicing to be conducted
          hereunder which are not inconsistent herewith. The Master Servicer shall
          cooperate with the Trustee and any successor master servicer in effecting
          the
          termination of the Master Servicer’s responsibilities and rights hereunder
          including, without limitation, notifying Mortgagors of the assignment of
          the
          master servicing functions and providing the Trustee and successor master
          servicer, as applicable, all documents and records in electronic or other
          form
          reasonably requested by it to enable it to assume the Master Servicer’s
          functions hereunder and the transfer to the Trustee or such successor master
          servicer, as applicable, all amounts which shall at the time be or should
          have
          been deposited by the Master Servicer in the Collection Account and any
          other
          account or fund maintained with respect to the Certificates or the Pooling
          REMIC
          1 Regular Interests or thereafter be received with respect to the Mortgage
          Loans. Neither the Trustee nor any other successor master servicer shall
          be
          deemed to be in default hereunder by reason of any failure to make, or
          any delay
          in making, any distribution hereunder or any portion thereof caused by
          (i) the
          failure of the Master Servicer to deliver, or any delay in delivering,
          cash,
          documents or records to it, (ii) the failure of the Master Servicer to
          cooperate
          as required by this Agreement, (iii) the failure of the Master Servicer
          to
          deliver the Mortgage Loan data to the Trustee as required by this Agreement
          or
          (iv) restrictions imposed by any regulatory authority having jurisdiction
          over
          the Master Servicer. 

         


        
          
            
            

          

          
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        Section
          6.15. Additional
          Remedies of Trustee Upon Event of Default.  

         

        During
          the continuance of any Event of Default, so long as such Event of Default
          shall
          not have been remedied, the Trustee, in addition to the rights specified
          in
          Section 6.14, shall have the right, in its own name and as trustee of an
          express
          trust, to take all actions now or hereafter existing at law, in equity
          or by
          statute to enforce its rights and remedies and to protect the interests,
          and
          enforce the rights and remedies, of any NIMS Insurer and the Certificateholders
          (including the institution and prosecution of all judicial, administrative
          and
          other proceedings and the filings of proofs of claim and debt in connection
          therewith). Except as otherwise expressly provided in this Agreement, no
          remedy
          provided for by this Agreement shall be exclusive of any other remedy,
          and each
          and every remedy shall be cumulative and in addition to any other remedy,
          and no
          delay or omission to exercise any right or remedy shall impair any such
          right or
          remedy or shall be deemed to be a waiver of any Event of Default.

        


        Section
          6.16. Waiver
          of Defaults.  

         

        More
          than
          50% of the Aggregate Voting Interests of Certificateholders (with the consent
          of
          any NIMS Insurer) may waive any default or Event of Default by the Master
          Servicer in the performance of its obligations hereunder, except that a
          default
          in the making of any required deposit to the Certificate Account that would
          result in a failure of the Trustee to make any required payment of principal
          of
          or interest on the Certificates may only be waived with the consent of
          100% of
          the affected Certificateholders and with the consent of any NIMS Insurer.
          Upon
          any such waiver of a past default, such default shall cease to exist, and
          any
          Event of Default arising therefrom shall be deemed to have been remedied
          for
          every purpose of this Agreement. No such waiver shall extend to any subsequent
          or other default or impair any right consequent thereon except to the extent
          expressly so waived.

        


        Section
          6.17. Notification
          to Holders.  

         

        Upon
          termination of the Master Servicer or appointment of a successor to the
          Master
          Servicer, in each case as provided herein, the Trustee shall promptly mail
          notice thereof by first class mail to the Certificateholders at their respective
          addresses appearing on the Certificate Register, any NIMS Insurer, the
          Cap
          Counterparty and the Swap Counterparty. The Trustee shall also, within
          45 days
          after the occurrence of any Event of Default known to a Responsible Officer
          of
          the Trustee, give written notice thereof to any NIMS Insurer and the
          Certificateholders, unless such Event of Default shall have been cured
          or waived
          prior to the issuance of such notice and within such 45-day
          period.


        
          
            
            

          

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

         

        Subject
          to the provisions of Section 8.01 hereof, during the continuance of any
          Event of
          Default, Holders of Certificates evidencing not less than 25% of the Class
          Principal Amount (or Percentage Interest) of each Class of Certificates
          affected
          thereby may, with the consent of any NIMS Insurer, direct the time, method
          and
          place of conducting any proceeding for any remedy available to the Trustee,
          or
          exercising any trust or power conferred upon the Trustee, under this Agreement;
          provided,
          however,
          that the
          Trustee shall be under no obligation to pursue any such remedy, or to exercise
          any of the trusts or powers vested in it by this Agreement (including,
          without
          limitation, (i) the conducting or defending of any administrative action
          or
          litigation hereunder or in relation hereto and (ii) the terminating of
          the
          Master Servicer or any successor master servicer from its rights and duties
          as
          master servicer hereunder) at the request, order or direction of any of
          the
          Certificateholders, or any NIMS Insurer, unless such Certificateholders,
          or any
          NIMS Insurer, shall have offered to the Trustee reasonable security or
          indemnity
          against the cost, expenses and liabilities which may be incurred therein
          or
          thereby; and, provided further, that, subject to the provisions of Section
          8.01,
          the Trustee shall have the right to decline to follow any such direction
          if the
          Trustee, in accordance with an Opinion of Counsel, determines that the
          action or
          proceeding so directed may not lawfully be taken or if the Trustee in good
          faith
          determines that the action or proceeding so directed would involve it in
          personal liability for which it is not indemnified to its satisfaction
          or be
          unjustly prejudicial to the non-assenting Certificateholders.

        


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

         

        In
          the
          event that a Responsible Officer of the Trustee shall have actual knowledge
          of
          any action or inaction of the Master Servicer that would become an Event
          of
          Default upon the Master Servicer’s failure to remedy the same after notice, the
          Trustee shall give notice thereof to the Master Servicer, any NIMS Insurer,
          the
          Cap Counterparty and the Swap Counterparty. For all purposes of this Agreement,
          in the absence of actual knowledge by a Responsible Officer of the Trustee,
          the
          Trustee shall not be deemed to have knowledge of any failure of the Master
          Servicer or any other Event of Default unless notified in writing by the
          Depositor, the Master Servicer, the Swap Counterparty or the
          Certificateholders.

        


        Section
          6.20. Preparation
          of Tax Returns and Reports to the Commission.

         

        (a)
           The
          Trustee shall prepare or cause to be prepared on behalf of the Trust Fund,
          based
          upon information calculated in accordance with this Agreement pursuant
          to
          instructions given by the Depositor, and the Trustee shall file federal
          tax
          returns, all in accordance with Article X hereof. The Trustee shall prepare
          and
          file required state income tax returns and such other returns as may be
          required
          by applicable law relating to the Trust Fund, and, if required by state
          law, and
          shall file any other documents to the extent required by applicable state
          tax
          law (to the extent such documents are in the Trustee’s possession). The Trustee
          shall forward copies to the Depositor of all such returns and Form 1099
          supplemental tax information and such other information within the control
          of
          the Trustee as the Depositor may reasonably request in writing, and shall
          distribute to each Certificateholder such forms and furnish such information
          within the control of the Trustee as are required by the Code and the REMIC
          Provisions to be furnished to them, and will prepare and distribute to
          Certificateholders Form 1099 (supplemental tax information) (or otherwise
          furnish information within the control of the Trustee) to the extent required
          by
          applicable law. The Master Servicer shall indemnify the Trustee for any
          liability of or assessment against the Trustee resulting from any error
          in any
          of such tax or information returns directly resulting from errors in the
          information provided by such Master Servicer.

         


        
          
            
            

          

          
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        (b)
           The
          Trustee shall prepare and file with the Internal Revenue Service (“IRS”), on
          behalf of each REMIC created hereby, an application on IRS Form SS-4. The
          Trustee, upon receipt from the IRS of the Notice of Taxpayer Identification
          Number Assigned for each REMIC, shall promptly forward copies of such notices
          to
          the Master Servicer, the Trustee and the Depositor. The Trustee will file
          an IRS
          Form 8811. The Trustee shall have no obligation to verify the information
          in any
          form 8811 or form SS-4 filings.

         

        (c)
           The
          Depositor shall prepare or cause to be prepared the initial current report
          on
          Form 8-K. Thereafter, within 15 days (or, if applicable, within such shorter
          period of time as is required under the rules of the Commission) as in
          effect
          from time to time (the “Rules”)) following each Distribution Date, the Trustee
          shall, in accordance with industry standards and the Rules, prepare and
          file
          with the Commission via the Electronic Data Gathering and Retrieval System
          (“EDGAR”) the reports listed in subsections (d) through (f) of this Section 6.20
          in respect of the Trust Fund as and to the extent required under the Exchange
          Act each of which reports and any amendment thereof shall be signed by
          the
          Exchange Act Signing Party. 

         

        (d)
           Reports
          Filed on Form 10-D. 

         

        (i) 
          Within
          15 days following each Distribution Date (or such later date as may be
          permissible due to an extension of the filing deadline under the Exchange
          Act),
          the Trustee will prepare and file a distribution report on Form 10-D (the
          “Distribution Report”) with respect to the Trust Fund, which Distribution Report
          shall include (A) a copy of the Distribution Date Statement prepared by
          the
          Trustee in respect of the related Distribution Date detailing all applicable
          data elements specified in Item 1121(a) of Regulation AB and (B) the information
          identified in clauses (A) through (I) below, as specified on Exhibit Q;
          provided, that, the Trustee shall have received from the Depositor, the
          Sponsor,
          the Master Servicer, any Servicer, any Custodian, any Cap Counterparty,
          any Swap
          Counterparty or any Subservicer or Subcontractor therefor, no later than
          three
          Business Days after the related Distribution Date, the following additional
          information, data, and materials, in a form suitable for conversion to
          the
          format required for filing with the Commission via EDGAR, required to be
          included in the Distribution Report on Form 10-D for such Distribution
          Date:

        


        (A)
            Item
          1 -
          Distribution and Pool Performance Information (each of the data elements
          specified in Item 1121(a)(11), (12) and (14) of Regulation AB);

         

        (B)
            Item
          2 -
          Legal Proceedings (information required by Item 1117 of Regulation
          AB);

         


        
          
            
            

          

          
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        (C)
            Item
          3 -
          Sale of Securities and Use of Proceeds (information required by Item 2
          of Part
          II of Form 10-Q);

         

        (D)
            Item
          4 -
          Defaults Upon Senior Securities (information required by Item 3 of Part
          II of
          Form 10-Q);

         

        (E)
            Item
          5 -
          Submission of Matters to a Vote of Security Holders (information required
          by
          Item 4 of Part II of Form 10-Q);

         

        (F)
            Item
          6 -
          Significant Obligors of Pool Assets (information required by Item 1112(b)
          of
          Regulation AB);

         

        (G)
            Item
          7 -
          Significant Enhancement Provider Information (information required by Items
          1114(b)(2) and 1115(b) of Regulation AB);

         

        (H)
            Item
          8 -
          Other Information (all other information required to be disclosed on Form
          8-K
          during the period covered by the report and not yet reported); and 

         

        (I)
            Item
          9 -
          Exhibits (all exhibits required to be filed by Form 10-D and Item 601 of
          Regulation S-K other than the Distribution Date Statement to be provided
          by the
          Trustee).

         

        Any
          disclosure in addition to the Distribution Date Statement that is required
          to be
          included on Form 10-D (“Additional
          Form 10-D Disclosure”)
          shall
          be reported by the parties set forth on Exhibit Q to the Depositor and
          the
          Trustee and directed and approved by the Depositor pursuant to the following
          paragraph, and the Trustee will have no duty or liability for any failure
          hereunder to determine or prepare any Additional Form 10-D Disclosure to
          the
          extent that such information is required to be provided by a party other
          than
          the Trustee, except as set forth in the next paragraph.

         

        (ii) After
          preparing the Form 10-D, the Trustee shall forward electronically a draft
          copy
          of the Form 10-D to the Exchange Act Signing Party for review and approval.
          If
          the Master Servicer is the Exchange Act Signing Party and the Form 10-D
          includes
          Additional Form 10-D Disclosure, then the Form 10-D shall also be electronically
          distributed to the Depositor for review and approval. No later than two
          Business
          Days prior to the 15th
          calendar
          day after the related Distribution Date, a duly authorized officer of the
          Exchange Act Signing Party shall sign the Form 10-D and return an electronic
          or
          fax copy of such signed Form 10-D (with an original executed hard copy
          to follow
          by overnight mail) to the Trustee. If a Form 10-D cannot be filed on time
          or if
          a previously filed Form 10-D needs to be amended, the Trustee will follow
          the
          procedures set forth in subsection (g)(ii) of this Section 6.20. Promptly
          (but
          no later than one Business Day) after filing with the Commission, the Trustee
          will make available on its internet website a final executed copy of each
          Form
          10-D filed by the Trustee. Each party to this Agreement acknowledges that
          the
          performance by the Trustee of its duties under this Section 6.20(d) related
          to
          the timely preparation and filing of Form 10-D is contingent upon such
          parties
          strictly observing all applicable deadlines in the performance of their
          duties
          under this Section 6.20(d). The Trustee shall have no liability for any
          loss,
          expense, damage, claim arising out of or with respect to any failure to
          properly
          prepare and/or timely file such Form 10-D, where such failure results from
          the
          Trustee’s inability or failure to obtain or receive, on a timely basis, any
          information from any other party hereto needed to prepare or file such
          Form
          10-D, not resulting from its own negligence, bad faith or willful misconduct.
          The Trustee shall not be responsible (1) for the content of any of the
          information provided pursuant to clauses (d)(i)(A) - (I) above (unless
          such item
          is provided by and specific to the Trustee or its Subcontractor, in which
          case
          the Trustee will be responsible for the content of such information;
provided
          that
          such information is not revised without the prior consent of the
          Trustee),
          (2)
          for determining whether any such information is required to be included
          in any
          Form 10-D (unless such information is specific to the Trustee, in which
          case the
          Trustee shall be responsible for making such a determination), (3) for
          reformatting any information that is not in a form suitable for conversion
          to
          the format required for filing with the Commission via EDGAR so that it
          is able
          to be filed on EDGAR or (4) for the failure to include any information
          if it is
          not provided to the Trustee on a timely basis (unless such item is specific
          to
          the Trustee, in which case the Trustee will be responsible for the failure
          to
          include such information, unless
          such information is not included in the final Form 10-D without the consent
          of
          the Trustee).


        
          
            
            

          

          
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        The
          Trustee has no duty under this Agreement to monitor or enforce the performance
          by the parties listed on Exhibit Q of their duties under this paragraph
          or
          proactively solicit or procure from such parties any Additional Form 10-D
          Disclosure information. The Depositor will be responsible for any reasonable
          fees and expenses assessed or incurred by the Trustee in connection with
          including any Additional Form 10-D Disclosure on Form 10-D pursuant to
          this
          Section 6.20(d). 

        


        (iii) 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.” At the date of filing of each annual
          report on Form 10-K with respect to the Trust Fund, the Depositor shall
          be
          deemed to represent to the Trustee that as of such date, the Depositor
          has filed
          all such required reports during the preceding 12 months and that is has
          been
          subject to such filing requirements for the past 90 days. The Depositor
          hereby
          directs the Trustee to check “yes” with respect to both clauses (1) and (2)
          above. The Depositor shall notify the Trustee in writing, no later than
          the
          fifth calendar day after the related Distribution Date with respect to
          the
          filing of a report on Form 10-D, if the answer to either of clause (1)
          or clause
          (2) above is “no.” The Trustee shall be entitled to rely on such direction in
          preparing and/or filing any such Form 10-D. 

        


        (e)
           Reports
          Filed on Form 10-K.

         

        (i) On
          or
          prior to the 90th
          day
          after the end of each fiscal year of the Trust Fund or such earlier date
          as may
          be required by the Exchange Act (the “10-K Filing Deadline”) (it being
          understood that the fiscal year for the Trust Fund ends on December
          31st
          of each
          year), commencing in March 2007, and, unless and until a Form 15 Suspension
          Notification shall have been filed, the Trustee shall prepare and file
          (but will
          not execute) a Form 10-K in respect of the Trust Fund, which shall include
          the
          certification required pursuant to Rule 13a-14 under the Exchange Act (the
“Form
          10-K Certification”) signed by an appropriate party or parties (which Form 10-K
          Certification the Trustee shall not be required to prepare or sign) and
          such
          other information as is required by the Rules; provided,
          that,
          the Trustee shall have received from the Depositor, each Servicer, each
          Custodian, each Additional Servicer, any Servicing Function Participant
          and the
          Master Servicer (each, a “Reporting Servicer”), no later than March 15th of each
          calendar year prior to the filing deadline for such Annual Report, all

          information, data, assessments of compliance, accountant’s attestations and
          exhibits required to be provided or filed with such Annual Report including
          information, data, assessments of compliance, accountant’s attestations and
          exhibits required to be provided in connection with the following Items
          and
          other filing requirements of Form 10-K: 


        
          
            
            

          

          
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        (A) Item
          9B -
          Other Information (information required to be reported on Form 8-K in the
          fourth
          quarter but not reported);

         

        (B) Item
          15 -
          Exhibits and Financial Statement Schedules (including all exhibits required
          to
          be filed pursuant to Item 601 of Regulation S-K under the Exchange Act
          other
          than the certification specified in Item 601(b)(31)(ii) of Regulation S-K
          and
          the Assessment of Compliance, Attestation Report, and Compliance Statement
          specified in Item 601(b)(33), (34) and (35) of Regulation S-K with respect
          to
          those Servicing Criteria as to which the Trustee is the Item 1122 Responsible
          Party); 

         

        (C) Significant
          Obligor Financial Information (Item 1112(b) of Regulation AB);

         

        (D) Significant
          Enhancement Provider Financial Information (Items 1114(b)(2) and 1115(b)
          of
          Regulation AB);

         

        (E) Legal
          Proceedings (Item 1117 of Regulation AB);

         

        (F) Affiliations
          and Certain Relationships and Related; Transactions (Item 1119 of Regulation
          AB);

         

        (G) Compliance
          with Applicable Servicing Criteria (Item 1122 of Regulation AB);
          and

         

        (H) Servicer
          Compliance Statement (Item 1123 of Regulation AB).

        


        Any
          disclosure or information listed in (A) through (H) above that is required
          to be
          included on Form 10-K (“Additional
          Form 10-K Disclosure”)
          shall
          be reported by the parties set forth on Exhibit R to the Depositor and
          the
          Trustee and directed and approved by the Depositor pursuant to the following
          paragraph, and the Trustee will have no duty or liability for any failure
          hereunder to determine or prepare any Additional Form 10-K Disclosure to
          the
          extent that such information is required to be provided by a party other
          than
          the Trustee, except as set forth in the next paragraph. 

        



        
          
            
            

          

          
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        (ii) After
          preparing the Form 10-K, the Trustee shall forward electronically a draft
          copy
          of the Form 10-K to the Exchange
          Act Signing Party for review and approval. If the Master
          Servicer is
          the
          Exchange Act Signing Party and the Form 10-K includes Additional Form 10-K
          Disclosure, then the Form 10-K shall also be electronically distributed
          to
          the
          Depositor for review and approval. No later than the close of business
          New York
          City time on the 4th Business Day prior to the 10-K Filing Deadline, a
          senior
          officer of the Exchange
          Act Signing Party
          shall sign the Form 10-K and return an electronic or fax copy of such signed
          Form 10-K (with an original executed hard copy to follow by overnight mail)
          to
          the Trustee.
          If a
          Form 10-K cannot be filed on time or if a previously filed Form 10-K needs
          to be
          amended, the Trustee will follow the procedures set forth in subsection
          (g) of
          this Section 6.20. Promptly (but no later than one Business Day) after
          filing
          with the Commission, the Trustee will make available on its internet website
          a
          final executed copy of each Form 10-K filed by the Trustee. The parties
          to this
          Agreement acknowledge that the performance by the Trustee of its duties
          under
          this Section 6.20(e) related to the timely preparation and filing of Form
          10-K
          is contingent upon such parties (and any Additional Servicer or Servicing
          Function Participant) strictly observing all applicable deadlines in the
          performance of their duties under this Section 6.20(e), Section 9.25(a),
          Section
          9.25(b) and Section 9.26. The Trustee shall have no liability for any loss,
          expense, damage or claim arising out of or with respect to any failure
          to
          properly prepare and/or timely file such Form 10-K, where such failure
          results
          from the Trustee’s inability or failure to obtain or receive, on a timely basis,
          any information from any other party hereto needed to prepare, arrange
          for
          execution or file such Form 10-K, not resulting from its own negligence,
          bad
          faith or willful misconduct. The Trustee shall not be responsible (1) for
          the
          content of any of the information provided pursuant to clauses (e)(i)(A)
          - (H)
          above (unless such item is provided by and specific to the Trustee or its
          Subcontractor, in which case the Trustee will be responsible for the content
          of
          such information; provided
          that
          such information is not revised without the prior consent of the
          Trustee),
          (2)
          for determining whether any such information is required to be included
          in any
          Form 10-K (unless such information is specific to the Trustee, in which
          case the
          Trustee shall be responsible for making such a determination), (3) for
          reformatting any information that is not in a form suitable for conversion
          to
          the format required for filing with the Commission via EDGAR so that it
          is able
          to be filed on EDGAR or (4) for the failure to include any information
          if it is
          not provided to the Trustee on a timely basis (unless such item is specific
          to
          the Trustee, in which case the Trustee will be responsible for the failure
          to
          include such information, unless
          such information is not included in the final Form 10-K without the consent
          of
          the Trustee).
          

        


        The
          Trustee has no duty under this Agreement to monitor or enforce the performance
          by the parties listed on Exhibit R of their duties under this paragraph
          or
          proactively solicit or procure from such parties any Additional Form 10-K
          Disclosure information. The Depositor will be responsible for any reasonable
          fees and expenses assessed or incurred by the Trustee in connection with
          including any Additional Form 10-K Disclosure on Form 10-K pursuant to
          this
          paragraph.

         

        (iii) Unless
          a
          Form 15 Suspension Notification with respect to the Trust Fund has been
          filed,
          if so requested, on or prior to March 15th
          of each
          year, beginning in March 2007, the Trustee shall sign a certification in
          the
          form attached hereto as Exhibit M (the “Back-up Certification”) for the benefit
          of the Exchange Act Signing Party and the Person who signs the Form 10-K
          Certification (the “Certifying Party”) regarding certain aspects of such Form
          10-K Certification, upon which the Exchange Act Signing Party and the Certifying
          Party can reasonably rely (provided,
          however,
          that the
          Trustee shall not be required to undertake an analysis of, and shall have
          no
          responsibility for, any financial information, the accountant’s report,
          certification or other materials contained therein, except for those
          computations prepared by the Trustee and reflected in the distribution
          report).
          Nothing in this Section 6.20(i) shall relieve the Trustee of its responsibility
          for the matters as to which it is certifying in the form attached hereto
          as
          Exhibit M. 


        
          
            
            

          

          
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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 directs the
          Trustee to check “yes” with respect to both clauses (1) and (2) above. The
          Depositor shall notify the Trustee in writing, no later than the 15th calendar
          day of March in any year in which the Trust is subject to the reporting
          requirements of the Exchange Act, if the answer to either of clause (1)
          or
          clause (2) above is “no.” The Trustee shall be entitled to rely on such
          direction in preparing and/or filing any such Form 10-K.

        


        (v) Each
          person (including their officers or directors) that signs any Form 10-K
          Certification shall be entitled to indemnification from the Trust Fund
          for any
          liability or expense incurred by it in connection with such certification,
          other
          than any liability or expense attributable to such Person’s own bad faith,
          negligence or willful misconduct. The provisions of this subsection shall
          survive any termination of this Agreement and the resignation or removal
          of such
          Person.

        


        (f)
           Reports
          Filed on Form 8-K.

         

        (i) Within
          four Business Days after the occurrence of an event requiring disclosure
          on Form
          8-K (each such event, a “Reportable Event”), at the written direction and
          expense of the Depositor, the Trustee shall prepare and file Current Reports
          on
          Form 8-K in respect of the Trust Fund, as required by the Exchange Act;
          provided,
          that,
          the Depositor shall have timely notified the Trustee of an item reportable
          on a
          Current Report on Form 8-K and shall have delivered to the Trustee no later
          than
          two Business Days prior to the filing deadline for such Current Report,
          all
          information, data, and exhibits required to be provided or filed with such
          Current Report, including, particularly, information, data and exhibits,
          in a
          form suitable for conversion to the format required for filing with the
          Commission via EDGAR, required to be provided in connection with the following
          Items of Form 8-K:

        


        (A) Item
          1.01
          - Entry into a Material Definitive Agreement;

         

        (B) Item
          1.02
          - Termination of a Material Definitive Agreement;

         

        (C) Item
          1.03
          - Bankruptcy or Receivership;

         


        
          
            
            

          

          
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        (D) Item
          2.04
          - Triggering Events that Accelerate or Increase a Direct Financial Obligation
          or
          an Obligation under an Off-Balance Sheet Arrangement;

         

        (E) Item
          3.03
          - Material Modification to Rights of Security Holders;

         

        (F) Item
          5.03
          - Amendments of Articles of Incorporation or Bylaws; Change of Fiscal
          Year

         

        (G) Item
          6.02
          - Change in Servicer or Trustee;

         

        (H) Item
          6.03
          - Change in Credit Enhancement or Other External Support;

         

        (I) Item
          6.04
          - Failure to Make a Required Distribution; and

         

        (J) Item
          6.05
          - Securities Act Updating Disclosure.

         

        Any
          disclosure or information related to a Reportable Event or that is otherwise
          required to be included on Form 8-K other than the initial Form 8-K
          (“Form
          8-K Disclosure Information”)
          shall
          be reported by the parties set forth on Exhibit S to the Depositor and
          the
          Trustee and directed and approved by the Depositor pursuant to the following
          paragraph, and the Trustee will have no duty or liability for any failure
          hereunder to determine or prepare any Form 8-K Disclosure Information or
          any
          Form 8-K to the extent that such information is required to be provided
          by a
          party other than the Trustee, except as set forth in the next paragraph.
          

         

        (ii) After
          preparing the Form 8-K, the Trustee shall forward electronically, no later
          than
          Noon New York City time on the 3rd
          Business
          Day after the Reportable Event, a draft copy of the Form 8-K to the Exchange
          Act
          Signing Party for review and approval. If the Master Servicer is the Exchange
          Act Signing Party, then the Form 8-K shall also be electronically distributed
          to
          the Depositor for review and approval. No later than 1 p.m. New York City
          time
          on the 4th
          Business
          Day after the Reportable Event, a duly authorized officer of the Exchange
          Act
          Signing Party shall sign the Form 8-K and return an electronic or fax copy
          of
          such signed Form 8-K (with an original executed hard copy to follow by
          overnight
          mail) to the Trustee. If a Form 8-K cannot be filed on time or if a previously
          filed Form 8-K needs to be amended, the Trustee will follow the procedures
          set
          forth in subsection (g) of this Section 6.20. Promptly (but no later than
          one
          Business Day) after filing with the Commission, the Trustee will make available
          on its internet website a final executed copy of each Form 8-K filed by
          the
          Trustee. The parties to this Agreement acknowledge that the performance
          by the
          Trustee of its duties under this Section 6.20(f) related to the timely
          preparation and filing of Form 8-K is contingent upon such parties strictly
          observing all applicable deadlines in the performance of their duties under
          this
          Section 6.20(f). The Trustee shall have no liability for any loss, expense,
          damage, claim arising out of or with respect to any failure to properly
          prepare
          and/or timely file such Form 8-K, where such failure results from the Trustee’s
          inability or failure to obtain or receive, on a timely basis, any information
          from any other party hereto needed to prepare or file such Form 8-K, not
          resulting from its own negligence, bad faith or willful misconduct. The
          Trustee shall not be responsible (1) for the content of any of the information
          provided pursuant to clauses (f)(i)(A) - (J) above (unless such item is
          provided
          by and specific to the Trustee or its Subcontractor, in which case the
          Trustee
          will be responsible for the content of such information; provided
          that
          such information is not revised without the prior consent of the
          Trustee),
          (2)
          for determining what information is required to be filed on a Form 8-K
          in
          connection with the transactions contemplated by this Agreement (unless
          such
          information is specific to the Trustee, in which case the Trustee will
          be
          responsible for making such a determination, unless
          such information is not included in the final Form 8-K without the consent
          of
          the Trustee),
          (3)
          for reformatting any information that is not in a form suitable for conversion
          to the format required for filing with the Commission via EDGAR so that
          it is
          able to be filed on EDGAR or (4) for any late filing of a Form 8-K in the
          event
          that it does not receive all information, data, signatures and exhibits
          required
          to be provided or filed on or prior to the second Business Day prior to
          the
          applicable filing deadline. The Trustee has no duty under this Agreement
          to
          monitor or enforce the performance by the parties listed on Exhibit S of
          their
          duties under this paragraph or proactively solicit or procure from such
          parties
          any Additional Form 10-K Disclosure information. The Depositor will be
          responsible for any reasonable fees and expenses assessed or incurred by
          the
          Trustee in connection with including any Form 8-K Disclosure Information
          on Form
          8-K pursuant to this paragraph.


        
          
            
            

          

          
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        (g)
           Delisting;
          Amendments; Late Filings.

         

        (i) Prior
          to
          January 30 of the first year in which the Trustee is able to do so under
          applicable law, unless otherwise directed by the Depositor in writing,
          the
          Trustee shall prepare and file a Form 15 relating to the automatic suspension
          of
          reporting in respect of the Trust Fund under the Exchange Act. 

         

        (ii) In
          the
          event that the Trustee becomes aware that it will be unable to timely file
          with
          the Commission all or any required portion of any Forms 8-K, 10-D or 10-K
          required to be filed by this Agreement because required disclosure information
          was either not delivered to it or delivered to it after the delivery deadlines
          set forth in this Agreement or for any other reason, the Trustee will
          immediately notify the Depositor. In the case of Forms 10-D and 10-K, the
          parties to this Agreement and each Servicer will cooperate to prepare and
          file a
          Form 12b-25 and Forms 10-D/A and 10-K/A as applicable, pursuant to Rule
          12b-25
          of the Exchange Act. In the case of Form 8-K, the Trustee will, upon receipt
          of
          all required Form 8-K Disclosure Information and upon the approval and
          direction
          of the Depositor, include such disclosure information on the next Form
          10-D. In
          the event that any previously filed Forms 8-K, 10-D or 10-K needs to be
          amended,
          the Trustee will notify the Depositor and each Servicer and such parties
          will
          cooperate to prepare any necessary Forms 8-K/A, 10-D/A or 10-K/A. Any Form
          15,
          Form 12b-25 or any amendment to Forms 8-K, 10-D or 10-K shall be signed
          by a
          senior officer of the Exchange Act Signing Party. The parties to this Agreement
          acknowledge that the performance by the Trustee of its duties under this
          Section
          6.20(g) related to the timely preparation and filing of Form 15, a Form
          12b-25
          or any amendment to Form 8-K, 10-D or 10-K is contingent upon each such
          party
          performing its duties under this Section. The Trustee shall have no liability
          for any loss, expense, damage or claim arising out of or with respect to
          any
          failure to properly prepare and/or timely file any such Form 15, Form 12b-25
          or
          any amendments to Forms 8-K, 10-D or 10-K, where such failure results from
          the
          Trustee’s inability or failure to obtain or receive, on a timely basis, any
          information from any other party hereto needed to prepare, arrange for
          execution
          or file such Form 15, Form 12b-25 or any amendments to Forms 8-K, 10-D
          or 10-K,
          not resulting from its own negligence, bad faith or willful
          misconduct.


        
          
            
            

          

          
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        (h)
           The
          Trustee, with the prior consent of the Depositor, may include in any Exchange
          Act report all relevant information, data, and exhibits as the Trustee
          may
          receive in connection with such report irrespective of any provision that
          may
          permit the exclusion of such material. For example, the Trustee, with the
          prior
          consent of the Depositor, may file all Assessments of Compliance, Attestation
          Reports and Compliance Statements timely received from any Item 1122 Responsible
          Party irrespective of any applicable minimum pool asset percentage requirement
          for disclosure related to such Item 1122 Responsible Party.

         

        (i)
           Any
          party
          that signs any Exchange Act report that the Trustee is required to file
          shall
          provide to the Trustee prompt notice of the execution of such Exchange
          Act
          report along with the name and contact information for the person signing
          such
          report and shall promptly deliver to the Trustee the original executed
          signature
          page for such report. In addition, each of the parties agrees to provide
          to the
          Trustee such additional information related to such party as the Trustee
          may
          reasonably request, including evidence of the authorization of the person
          signing any certification or statement, financial information and reports,
          and
          such other information related to such party or its performance
          hereunder.

         

        (j)
           The
          Depositor and the Master Servicer, by mutual agreement, shall determine
          which of
          the Depositor or the Master Servicer shall be the initial Exchange Act
          Signing
          Party. Upon such determination, the Depositor shall timely notify the Trustee,
          and such notice shall provide contact information for the Exchange Act
          Signing
          Party. If the Depositor and Master Servicer, at any time, mutually agree
          to
          change the identity of the Exchange Act Signing Party, the Depositor shall
          provide timely notice to the Trustee of any such change.

         

        Section
          6.21. Compliance
          with Regulation AB.

         

        Each
          of
          the parties hereto acknowledges and agrees that the purpose of Sections
          6.01 and
          6.20 of this Agreement is to facilitate compliance by the Sponsor, the
          Master
          Servicer, the Depositor and the Trustee with the provisions of Regulation
          AB, as
          such may be amended or clarified from time to time. Therefore, each of
          the
          parties agrees that (a) the obligations of the parties hereunder shall
          be
          interpreted in such a manner as to accomplish compliance with Regulation
          AB, (b)
          the parties’ obligations hereunder will be supplemented and modified as
          necessary to be consistent with any such amendments, interpretive advice
          or
          guidance from the Commission, convention or consensus among active participants
          in the asset-backed securities markets, or otherwise in respect of the
          requirements of Regulation AB and (c) the parties shall comply with reasonable
          requests made by the Sponsor, the Master Servicer, the Depositor or the
          Trustee
          for delivery of additional or different information, to the extent such
          information is available or reasonably attainable, as the Sponsor, the
          Master
          Servicer, the Depositor or the Trustee may determine in good faith is necessary
          to comply with the provisions of Regulation AB.

         

        Section
          6.22. Reporting
          Requirements of the Commission. 

         

        The
          Trustee and the Master Servicer shall reasonably cooperate with the Depositor
          and its counsel to enter into such amendments or modifications to this
          Agreement
          as may be necessary to comply with the Rules and any interpretations thereof
          by
          the staff of the Commission, subject to the provisions of Section 11.03
          hereof.

         


        
          
            
            

          

          
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        ARTICLE
          VII

         

        PURCHASE
          OF MORTGAGE LOANS AND

        TERMINATION
          OF THE TRUST FUND

         

        
          	 	Section 7.01.	
                  Purchase
                    of Mortgage Loans; Termination of the Trust Fund Upon Purchase
                    or
                    Liquidation of Mortgage Loans; Purchase of the Pooling REMIC
                    1 Regular
                    Interests.   

                


        

         

        (a)
           The
          respective obligations and responsibilities of the Trustee and the Master
          Servicer created hereby (other than the obligation of the Trustee to make
          payments to Certificateholders and the Swap Counterparty as set forth in
          Section
          7.02, the obligation of the Master Servicer to make a final remittance
          to the
          Trustee pursuant to Section 4.01, and the obligations of the Master Servicer
          to
          the Trustee pursuant to Sections 9.10 and 9.14) with respect to the Mortgage
          Loans shall terminate on the earliest of (i) the final payment or other
          liquidation of the last Mortgage Loan remaining in the Mortgage Pool and
          the
          disposition of all related REO Property, (ii) the latest to occur of the
          sale of
          the property held by the Trust Fund in accordance with Section 7.01(b)
          and (iii)
          the Latest Possible Maturity Date (each, a “Trust Fund Termination Event”);
provided,
          however,
          that in
          no event shall the Trust Fund created hereby continue beyond the expiration
          of
          21 years from the death of the last survivor of the descendants of Joseph
          P.
          Kennedy, the late Ambassador of the United States to the Court of St. James’s,
          living on the date hereof. Upon the occurrence of a Trust Fund Termination
          Event, each REMIC shall be terminated in a manner that shall qualify as
          a
“qualified liquidation” under the REMIC Provisions as evidenced by an Opinion of
          Counsel provided to the Trustee at the expense of the Trust Fund.

         

        (b)
           On
          any
          Distribution Date occurring on or after the Initial Optional Termination
          Date,
          the Master Servicer or the LTURI-holder, as applicable, with the prior
          written
          consent of any NIMS Insurer and the Seller (which consent shall not be
          unreasonably withheld) has the option to purchase the Mortgage Loans and
          any
          related REO Property for the Pool Purchase Price upon written direction
          to the
          Trustee (delivered no later than 30 days prior to the anticipated sale
          date);
provided,
          however,
          if
          there are any NIM Securities outstanding, the Master Servicer may only
          exercise
          its option after receiving the prior written consent of the holders of
          such NIM
          Securities and, if such consent is given, the Pool Purchase Price shall
          also
          include an amount equal to the sum of (1) any accrued interest on the NIM
          Securities, (2) the unpaid principal balance of any such NIM Securities
          and (3)
          any other reimbursable expenses owed by the issuer of the NIM Securities
          (the
“NIM Redemption Amount”). Upon exercise of such option, the property of the
          Trust Fund shall be sold to the Master Servicer for the Pool Purchase Price.
          The
          Master Servicer, each Servicer (or the Trustee, if applicable) shall be
          reimbursed from the Pool Purchase Price for any Mortgage Loan or related
          REO
          Property for any Advances made or other amounts advanced with respect to
          the
          Mortgage Loans that are reimbursable to the Master Servicer or the Trustee
          under
          this Agreement or the related Servicing Agreement, together with any accrued
          and
          unpaid compensation and any other amounts due to the Master Servicer hereunder
          or the Servicers thereunder, and the Trustee shall be entitled to be reimbursed
          from the Pool Purchase Price for any related amounts owed to the Trustee
          under
          Section 6.11 and Section 6.12 hereof. If the NIMS Insurer directs the Master
          Servicer to exercise its right to cause the Trust Fund to sell its property
          as
          described above, then (i) the Master Servicer shall cause the Trust Fund
          to sell
          its property as described above, (ii) the NIMS Insurer shall remit the
          Pool
          Purchase Price in immediately available funds to the Master Servicer at
          least
          three Business Days prior to the applicable Distribution Date and, upon
          receipt
          of such funds from the NIMS Insurer, the Master Servicer shall promptly
          deposit
          such funds in the Collection Account and (iii) the Trustee shall transfer
          the
          property of the Trust Fund to the NIMS Insurer. The NIMS Insurer shall
          be
          obligated to reimburse the Master Servicer and the Trustee for their reasonable
          out-of-pocket expenses incurred in connection with its sale of the property
          at
          the direction of the NIMS Insurer and shall indemnify and hold harmless
          the
          Master Servicer and the Trustee for any losses, liabilities or expenses
          resulting from any claims directly resulting from or relating to the Master
          Servicer’s or Trustee’s sale of the property at the direction of the NIMS
          Insurer, except to the extent such losses, liabilities or expenses arise
          out of
          or result from the Master Servicer’s or Trustee’s, as the case may be,
          negligence, bad faith or willful misconduct.

         


        
          
            
            

          

          
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        (c)
           [Reserved].

         

        (d)
           On
          any
          Distribution Date occurring on or after the Initial Optional Termination
          Date,
          and provided there are no NIM Securities outstanding, the Master Servicer,
          with
          the prior written consent of the Seller, which consent shall not be unreasonably
          withheld, has the option to purchase all of the Pooling REMIC 1 Regular
          Interests. 

         

        Upon
          exercise of such option, the Pooling REMIC 1 Regular Interests shall be
          sold to
          the Master Servicer at a price (the “Pooling REMIC 1 Regular Interests Purchase
          Price”) equal to the sum of (i) 100% of the unpaid principal balance of each
          Mortgage Loan on the day of such purchase plus interest accrued thereon
          at the
          applicable Mortgage Rate with respect to any such Mortgage Loan to the
          Due Date
          in the Collection Period immediately preceding the related Distribution
          Date to
          the date of such repurchase and (ii) the fair market value of any REO Property
          and any other property held by any REMIC, such fair market value to be
          determined by an independent appraiser or appraisers mutually agreed upon
          by the
          Master Servicer, any NIMS Insurer and the Trustee (reduced, in the case
          of REO
          Property, by (1) reasonably anticipated disposition costs and (2) any amount
          by
          which the fair market value as so reduced exceeds the outstanding principal
          balance of the related Mortgage Loan plus interest accrued thereon at the
          applicable Net Mortgage Rate to the date of such purchase). If the Master
          Servicer elects to exercise such option, each REMIC created pursuant to
          this
          Agreement (other than Pooling REMIC 1) shall be terminated in such a manner
          so
          that the termination of each such REMIC shall qualify as a “qualified
          liquidation” under the REMIC Provisions and the Pooling REMIC 1 Regular
          Interests and the Class LT-R Certificates will evidence the entire beneficial
          interest in the property of the Trust Fund. Following a purchase of the
          Pooling
          REMIC 1 Regular Interests pursuant to this subsection, the Trust Fund (and
          Pooling REMIC 1) will remain outstanding and final payment on the Certificates
          (other than the Class LT-R Certificates) will be made in accordance with
          Section
          7.03(a)(iii) and 5.02. 

         

        The
          Trust
          Fund will terminate upon the occurrence of a Trust Fund Termination Event,
          in
          accordance with Section 7.01(a).

        



        
          
            
            

          

          
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        Section
          7.02. Procedure
          Upon Termination of Trust Fund or Purchase of Pooling REMIC 1 Regular
          Interests.    

         

        (a)
           Notice
          of
          any Trust Fund Termination Event and notice of the purchase of the Pooling
          REMIC
          1 Regular Interests, specifying the Distribution Date upon which the final
          distribution to the Certificates (other than the Class LT-R Certificates,
          in the
          case of a purchase of the Pooling REMIC 1 Regular Interests) shall be made,
          shall be given promptly by the Trustee by first class mail to Certificateholders
          mailed no later than 5 Business Days after the Trustee has received notice
          from
          the Master Servicer of its election to cause (x) sale of all of the property
          of
          the Trust Fund pursuant to Section 7.01(b), (y) the purchase of the Pooling
          REMIC 1 Regular Interests pursuant to Section 7.01(d), or (z) upon the
          final
          payment or other liquidation of the last Mortgage Loan or REO Property
          in the
          Trust Fund. In the case of a Trust Fund Termination Event, the Trustee
          shall
          also give notice to the Master Servicer and the Certificate Registrar at
          the
          time notice is given to the Holders.

         

        In
          the
          case of a Trust Fund Termination Event, such notice shall specify (A) the
          Distribution Date upon which final distribution on the related Certificates,
          Pooling REMIC 1 Regular Interests of all amounts required to be distributed
          to
          Certificateholders pursuant to Section 5.02 will be made upon presentation
          and
          surrender of the Certificates at the Corporate Trust Office, and (B) that
          the
          Record Date otherwise applicable to such Distribution Date is not applicable,
          distribution being made only upon presentation and surrender of the Certificates
          at the office or agency of the Trustee therein specified. Upon any such
          Trust
          Fund Termination Event, the duties of the Certificate Registrar with respect
          to
          the Certificates or Pooling REMIC 1 Regular Interests shall terminate and
          the
          Trustee shall terminate or request the Master Servicer to terminate, the
          Collection Account it maintains, the Certificate Account and any other
          account
          or fund maintained with respect to the Certificates or Pooling REMIC 1
          Regular
          Interests, subject to the Trustee’s obligation hereunder to hold all amounts
          payable to Certificateholders in trust without interest pending such payment.
          

        


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


        
          
            
            

          

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

         

        (c)
           Any
          reasonable expenses incurred by the Trustee in connection with any Trust
          Fund
          Termination Event or any purchase of the Pooling REMIC 1 Regular Interests
          shall
          be reimbursed from proceeds received from such termination or
          purchase.

         

        Section
          7.03. Additional
          Requirements for any Trust Fund Termination Event or Purchase of the Pooling
          REMIC 1 Regular Interests.  

         

        (a)
           Any
          termination of the Trust Fund pursuant to Section 7.01(a) or any termination
          of
          a REMIC pursuant to Section 7.01(d) shall be effected in accordance with
          the
          following additional requirements, unless the Trustee seeks (at the request
          of
          the party exercising the option to purchase all of the Mortgage Loans or
          Pooling
          REMIC 1 Regular Interests, pursuant to Section 7.01(b) or Section 7.01(d),
          respectively), and subsequently receives, an Opinion of Counsel (at the
          expense
          of such requesting party), addressed to the Trustee and any NIMS Insurer
          to the
          effect that the failure to comply with the requirements of this Section
          7.03
          will not result in an Adverse REMIC Event:

         

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

         

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

         


        
          
            
            

          

          
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        (iii)
           On
          the
          date specified for final payment of the Certificates (other than the Class
          LT-R
          Certificates, in the case of a purchase of the Pooling REMIC 1 Regular
          Interests, the Trustee shall make final distributions of principal and
          interest
          on such Certificates in accordance with Section 5.02. In the case of a
          Trust
          Fund Termination Event, and, after payment of, or provision for any outstanding
          expenses, the Trustee shall distribute or credit, or cause to be distributed
          or
          credited, to the Holders of the Residual Certificates all cash on hand
          after
          such final payment (other than cash retained to meet claims), and the Trust
          Fund
          (and each REMIC) shall terminate at that time; and

         

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

         

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

         

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

         

        Section
          7.04. Optional
          Purchase Right of NIMS Insurer.

         

        The
          NIMS
          Insurer may purchase any Distressed Mortgage Loan for a purchase price
          equal to
          the outstanding principal balance of such Mortgage Loan, plus accrued interest
          thereon to the date of repurchase plus any unreimbursed Advances, Servicing
          Advances, Servicing Fees or Trustee Fees and any unreimbursed expenses
          of the
          Trustee allocable to such Distressed Mortgage Loan. Any such purchase shall
          be
          accomplished by the NIM Insurer’s remittance of the purchase price for the
          Distressed Mortgage Loan to the Master Servicer for deposit into the Collection
          Account. The NIMS Insurer shall not use any procedure in selecting Distressed
          Mortgage Loans to be purchase which would be materially adverse to the
          Certificateholders.

        


        ARTICLE
          VIII

         

        RIGHTS
          OF
          CERTIFICATEHOLDERS

         

        Section
          8.01. Limitation
          on Rights of Holders.  

         

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

         


        
          
            
            

          

          
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        (b)
           No
          Certificateholder, solely by virtue of its status as Certificateholder,
          shall
          have any right by virtue or by availing of any provision of this Agreement
          to
          institute any suit, action or proceeding in equity or at law upon or under
          or
          with respect to this Agreement, unless such Holder previously shall have
          given
          to the Trustee a written notice of an Event of Default and of the continuance
          thereof, as hereinbefore provided, and unless also the Holders of Certificates
          evidencing not less than 25% of the Class Principal Amount or Class Notional
          Amount, as applicable, (or Percentage Interest) of Certificates of each
          Class
          affected thereby shall, with the prior written consent of any NIMS Insurer,
          have
          made written request upon the Trustee to institute such action, suit or
          proceeding in its own name as Trustee hereunder and shall have offered
          to the
          Trustee such reasonable indemnity as it may require against the cost, expenses
          and liabilities to be incurred therein or thereby, and the Trustee, for
          sixty
          days after its receipt of such notice, request and offer of indemnity,
          shall
          have neglected or refused to institute any such action, suit or proceeding
          and
          no direction inconsistent with such written request has been given such
          Trustee
          during such sixty-day period by such Certificateholders or any NIMS Insurer;
          it
          being understood and intended, and being expressly covenanted by each
          Certificateholder with every other Certificateholder, any NIMS Insurer
          and the
          Trustee, that no one or more Holders of Certificates shall have any right
          in any
          manner whatever by virtue or by availing of any provision of this Agreement
          to
          affect, disturb or prejudice the rights of the Holders of any other of
          such
          Certificates or the rights of any NIMS Insurer, or to obtain or seek to
          obtain
          priority over or preference to any other such Holder or any NIMS Insurer,
          or to
          enforce any right under this Agreement, except in the manner herein provided
          and
          for the benefit of all Certificateholders. For the protection and enforcement
          of
          the provisions of this Section, each and every Certificateholder, any NIMS
          Insurer and the Trustee shall be entitled to such relief as can be given
          either
          at law or in equity.

         

        Section
          8.02. Access
          to List of Holders.  

         

        (a)
           If
          the
          Trustee is not acting as Certificate Registrar, the Certificate Registrar
          will
          furnish or cause to be furnished to the Trustee and any NIMS Insurer, within
          fifteen days after receipt by the Certificate Registrar of a request by
          the
          Trustee or any NIMS Insurer in writing, a list, in such form as the Trustee
          may
          reasonably require, of the names and addresses of the Certificateholders
          of each
          Class as of the most recent Record Date.

         

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

         


        
          
            
            

          

          
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        (c)
           Every
          Holder or Certificate Owner, if the Holder is a Clearing Agency, by receiving
          and holding a Certificate, agrees with the Depositor, the Master Servicer,
          the
          Certificate Registrar and the Trustee, that none of the Depositor, the
          Master
          Servicer, any NIMS Insurer, the Certificate Registrar, the Paying Agent
          or the
          Trustee shall be held accountable by reason of the disclosure of any such
          information as to the names and addresses of the Certificateholders hereunder,
          regardless of the source from which such information was derived.

         

        Section
          8.03. Acts
          of Holders of Certificates.  

         

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

         

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

         

        (c)
           The
          ownership of Certificates or Pooling REMIC 1 Regular Interests (whether
          or not
          such Certificates or Pooling REMIC 1 Regular Interests shall be overdue
          and
          notwithstanding any notation of ownership or other writing thereon made
          by
          anyone other than the Trustee) shall be proved by the Certificate Register,
          and
          none of the Trustee, the Master Servicer, the Paying Agent or the Depositor
          shall be affected by any notice to the contrary.

         

        (d)
           Any
          request, demand, authorization, direction, notice, consent, waiver or other
          action by the Holder of any Certificate or Pooling REMIC 1 Regular Interests
          shall bind every future Holder of the same Certificate or Pooling REMIC
          1
          Regular Interests and the Holder of every Certificate or Pooling REMIC
          1 Regular
          Interests issued upon the registration of transfer thereof or in exchange
          therefor or in lieu thereof, in respect of anything done, omitted or suffered
          to
          be done by the Trustee or the Master Servicer in reliance thereon, whether
          or
          not notation of such action is made upon such Certificate or Pooling REMIC
          1
          Regular Interests.

         


        
          
            
            

          

          
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        ARTICLE
          IX

         

        ADMINISTRATION
          AND SERVICING OF MORTGAGE LOANS

        BY
          THE MASTER SERVICER

        


        Section
          9.01. Duties
          of the Master Servicer.  

         

        The
          Certificateholders, by their purchase and acceptance of the Certificates
          or
          Pooling REMIC 1 Regular Interests, appoint Aurora Loan Services LLC, as
          Master
          Servicer. For and on behalf of the Depositor, the Trustee and the
          Certificateholders, the Master Servicer shall master service the Mortgage
          Loans
          in accordance with the provisions of this Agreement and the provisions
          of each
          Servicing Agreement. 

        


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

         

        (a)
           The
          Master Servicer, at its expense, shall maintain in effect a Master Servicer
          Fidelity Bond and a Master Servicer Errors and Omissions Insurance Policy,
          affording coverage with respect to all directors, officers, employees and
          other
          Persons acting on such Master Servicer’s behalf, and covering errors and
          omissions in the performance of the Master Servicer’s obligations hereunder. The
          Master Servicer Errors and Omissions Insurance Policy and the Master Servicer
          Fidelity Bond shall be in such form and amount that would meet the requirements
          of Fannie Mae or Freddie Mac if it were the purchaser of the Mortgage Loans.
          The
          Master Servicer shall provide the Trustee upon request, with a copy of
          such
          policy and fidelity bond. The Master Servicer shall (i) require each Servicer
          to
          maintain an Errors and Omissions Insurance Policy and a Servicer Fidelity
          Bond
          in accordance with the provisions of the applicable Servicing Agreement,
          (ii)
          cause each Servicer to provide to the Master Servicer certificates evidencing
          that such policy and bond is in effect and to furnish to the Master Servicer
          any
          notice of cancellation, non-renewal or modification of the policy or bond
          received by it, as and to the extent provided in the applicable Servicing
          Agreement, and (iii) furnish copies of such policies and of the certificates
          and
          notices referred to in clause (ii) to the Trustee upon request.

         

        (b)
           The
          Master Servicer shall promptly report to the Trustee and any NIMS Insurer
          any
          material changes that may occur in the Master Servicer Fidelity Bond or
          the
          Master Servicer Errors and Omissions Insurance Policy and shall furnish
          to the
          Trustee, on request, certificates evidencing that such bond and insurance
          policy
          are in full force and effect. The Master Servicer shall promptly report
          to the
          Trustee and any NIMS Insurer all cases of embezzlement or fraud, if such
          events
          involve funds relating to the Mortgage Loans. The total losses, regardless
          of
          whether claims are filed with the applicable insurer or surety, shall be
          disclosed in such reports together with the amount of such losses covered
          by
          insurance. If a bond or insurance claim report is filed with any of such
          bonding
          companies or insurers, the Master Servicer shall promptly furnish a copy
          of such
          report to the Trustee and any NIMS Insurer. Any amounts relating to the
          Mortgage
          Loans collected by the Master Servicer under any such bond or policy shall
          be
          promptly remitted by the Master Servicer to the Trustee for deposit into
          the
          Certificate Account. Any amounts relating to the Mortgage Loans collected
          by the
          applicable Servicer under any such bond or policy shall be remitted to
          the
          Master Servicer to the extent provided in the applicable Servicing
          Agreement.

         


        
          
            
            

          

          
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        Section
          9.03. Master
          Servicer’s Financial Statements and Related Information.  

         

        For
          each
          year this Agreement is in effect, the Master Servicer shall submit to the
          Trustee, each Rating Agency and the Depositor a copy of the annual audited
          financial statements of its parent on or prior to March 31st of each year
          commencing on March 31, 2007. Such financial statements shall include
          comparative balance sheets, income statements, statement of changes in
          shareholder's equity, statements of cash flows, a consolidating schedule
          showing
          consolidated subsidiaries and any related notes required pursuant to generally
          accepted accounting principles, certified by a nationally recognized firm
          of
          Independent Accountants to the effect that such financial statements were
          examined and prepared in accordance with generally accepted accounting
          principles applied on a basis consistent with that of the preceding
          year.

        


        Section
          9.04. Power
          to Act; Procedures.  

         

        (a)
           The
          Master Servicer shall master service the Mortgage Loans and shall have
          full
          power and authority, subject to the REMIC Provisions and the provisions
          of
          Article X hereof, and each Servicer shall have full power and authority
          (to the
          extent provided in the applicable Servicing Agreement) to do any and all
          things
          that it may deem necessary or desirable in connection with the servicing
          and
          administration of the Mortgage Loans, including but not limited to the
          power and
          authority (i) to execute and deliver, on behalf of the Certificateholders
          and
          the Trustee, customary consents or waivers and other instruments and documents,
          (ii) to consent to transfers of any Mortgaged Property and assumptions
          of the
          Mortgage Notes and related Mortgages, (iii) to collect any Insurance Proceeds
          and Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion
          of the ownership of the Mortgaged Property securing any Mortgage Loan,
          in each
          case, in accordance with the provisions of this Agreement and the applicable
          Servicing Agreement, as applicable; provided that the Master Servicer shall
          not
          take, or knowingly permit any Servicer to take, any action that is inconsistent
          with or prejudices the interests of the Trust Fund or the Certificateholders
          in
          any Mortgage Loan or the rights and interests of the Depositor, the Trustee,
          the
          Certificateholders under this Agreement. The Master Servicer further is
          authorized and empowered by the Trustee, on behalf of the Certificateholders
          and
          the Trustee, in its own name or in the name of any Servicer (to the extent
          permitted in the related Servicing Agreement), when the Master Servicer
          or a
          Servicer, as the case may be, believes it is appropriate in its best judgment
          to
          register any Mortgage Loan with MERS, or cause the removal from the registration
          of any Mortgage Loan on the MERS system, to execute and deliver, on behalf
          of
          the Trustee and the Certificateholders or any of them, any and all instruments
          of assignment and other comparable instruments with respect to such assignment
          or re-recording of a Mortgage in the name of MERS, solely as nominee for
          the
          Trustee and its successor and assigns. The Master Servicer shall represent
          and
          protect the interests of the Trust Fund in the same manner as it protects
          its
          own interests in mortgage loans in its own portfolio in any claim, proceeding
          or
          litigation regarding a Mortgage Loan and shall not make or knowingly permit
          any
          Servicer to make any modification, waiver or amendment of any term of any
          Mortgage Loan that would cause an Adverse REMIC Event. Without limiting
          the
          generality of the foregoing, the Master Servicer in its own name or in
          the name
          of a Servicer, and each Servicer, to the extent such authority is delegated
          to
          such Servicer under the applicable Servicing Agreement, is hereby authorized
          and
          empowered by the Trustee when the Master Servicer or such Servicer, as
          the case
          may be, believes it appropriate in its best judgment and in accordance
          with
          Accepted Servicing Practices and the applicable Servicing Agreement, to
          execute
          and deliver, on behalf of itself and the Certificateholders, the Trustee
          or any
          of them, any and all instruments of satisfaction or cancellation, or of
          partial
          or full release or discharge and all other comparable instruments, with
          respect
          to the Mortgage Loans and with respect to the Mortgaged Properties. The
          Trustee
          shall execute, upon request, any powers of attorney furnished to it by
          the
          Master Servicer empowering the Master Servicer or any Servicer to execute
          and
          deliver instruments of satisfaction or cancellation, or of partial or full
          release or discharge, and to foreclose upon or otherwise liquidate Mortgaged
          Property, and to appeal, prosecute or defend in any court action relating
          to the
          Mortgage Loans or the Mortgaged Property, in accordance with the applicable
          Servicing Agreement and this Agreement, and the Trustee shall execute and
          deliver such other documents, as the Master Servicer may request, necessary
          or
          appropriate to enable the Master Servicer to master service the Mortgage
          Loans
          and carry out its duties hereunder and to allow such Servicer to service
          the
          Mortgage Loans, in each case in accordance with Accepted Servicing Practices
          (and the Trustee shall have no liability for misuse of any such powers
          of
          attorney by the Master Servicer or any Servicer). If the Master Servicer
          or the
          Trustee has been advised that it is likely that the laws of the state in
          which
          action is to be taken prohibit such action if taken in the name of the
          Trustee
          or that the Trustee would be adversely affected under the “doing business” or
          tax laws of such state if such action is taken in its name, then upon request
          of
          the Trustee the Master Servicer shall join with the Trustee in the appointment
          of a co-trustee pursuant to Section 6.09 hereof. In the performance of
          its
          duties hereunder, the Master Servicer shall be an independent contractor
          and
          shall not, except in those instances where it is taking action in the name
          of
          the Trustee, be deemed to be the agent of the Trustee. Notwithstanding
          anything
          to the contrary, the Master Servicer shall not without the Trustee’s written
          consent: (i) initiate any action, suit or proceeding solely under the Trustee’s
          name without indicating the Master Servicer’s representative capacity or (ii)
          take any action with the intent to cause, and which actually does cause,
          the
          Trustee to be registered to do business in any state.

         


        
          
            
            

          

          
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        (b)
           In
          master
          servicing and administering the Mortgage Loans, the Master Servicer shall
          employ
          procedures, and shall exercise the same care that it customarily employs
          and
          exercises master servicing and administering loans for its own account,
          giving
          due consideration to Accepted Servicing Practices where such practices
          do not
          conflict with this Agreement. Consistent with the foregoing, the Master
          Servicer
          may, and may permit any Servicer to, in its discretion (i) waive any late
          payment charge (but not any Prepayment Premium, except as set forth below)
          and,
          except as set forth below (ii) extend the due dates for payments due on
          a
          Mortgage Note for a period not greater than 120 days; provided,
          however,
          that
          the maturity of any Mortgage Loan shall not be extended past the date on
          which
          the final payment is due on the latest maturing Mortgage Loan as of the
          Cut-off
          Date. In the event of any extension described in clause (ii) above, the
          Master
          Servicer shall make or cause such Servicer (if required by the applicable
          Servicing Agreement) to make Advances on the related Mortgage Loan in accordance
          with the provisions of Section 5.04 on the basis of the amortization schedule
          of
          such Mortgage Loan without modification thereof by reason of such extension.
          Notwithstanding anything to the contrary in this Agreement, the Master
          Servicer
          shall not make or knowingly permit any modification, waiver or amendment
          of any
          material term of any Mortgage Loan unless: (1) such Mortgage Loan is in
          default
          or default by the related Mortgagor is, in the reasonable judgment of the
          Master
          Servicer or the applicable Servicer, reasonably foreseeable, (2) in the
          case of
          a waiver of a Prepayment Premium if (a) such Mortgage Loan is in default
          or
          default by the related Mortgagor is, in the reasonable judgment of the
          Master
          Servicer or applicable Servicer, reasonably foreseeable, and such waiver
          would
          maximize recovery of total proceeds taking into account the value of such
          Prepayment Premium and the related Mortgage Loan or (b) if the prepayment
          is not
          a result of a refinancing by the Servicer or any of its affiliates and
          (i) such
          Mortgage Loan is in default or default by the related Mortgagor is, in
          the
          reasonable judgment of the Master Servicer or the applicable Servicer,
          reasonably foreseeable, and such waiver would maximize recovery of total
          proceeds taking into account the value of such Prepayment Premium and the
          related Mortgage Loan, or (ii) the collection of the Prepayment Premium
          would be
          in violation of applicable laws or (iii) the collection of such Prepayment
          Premium would be considered “predatory” pursuant to written guidance published
          or issued by any applicable federal, state or local regulatory authority
          acting
          in its official capacity and having jurisdiction over such matters, and
          (3) the
          Master Servicer shall have provided or caused to be provided to the Trustee
          an
          Opinion of Counsel (if required by the applicable Servicing Agreement)
          (which
          opinion shall, if provided by the Master Servicer, be an expense reimbursed
          from
          the Collection Account pursuant to Section 4.02(v)) in writing to the effect
          that such modification, waiver or amendment would not cause an Adverse
          REMIC
          Event; provided, in no event shall an Opinion of Counsel be required for
          the
          waiver of a Prepayment Premium under clause (2) above.

         


        
          
            
            

          

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

         

        (a)
           Each
          Servicing Agreement requires the applicable Servicer, respectively, to
          service
          the Mortgage Loans in accordance with the provisions thereof. References
          in this
          Agreement to actions taken or to be taken by the Master Servicer include
          actions
          taken or to be taken by a Servicer on behalf of the Master Servicer. Any
          fees
          and other amounts payable to a Servicer shall be deducted from amounts
          remitted
          to the Master Servicer by such Servicer to the extent permitted by the
          applicable Servicing Agreement and shall not be an obligation of the Trust
          Fund,
          the Trustee or the Master Servicer.

         

        (b)
           The
          Master Servicer shall not be required to (i) take any action with respect
          to the
          servicing of any Mortgage Loan that the related Servicer is not required
          to take
          under the related Servicing Agreement and (ii) cause a Servicer to take
          any
          action or refrain from taking any action if the related Servicing Agreement
          does
          not require the Servicer to take such action or refrain from taking such
          action;
          in both cases notwithstanding any provision of this Agreement that requires
          the
          Master Servicer to take such action or cause the Servicer to take such
          action.

         

        (c)
           The
          Master Servicer, for the benefit of the Trustee and the Certificateholders,
          shall use its reasonable best efforts to enforce the obligations of each
          Servicer under the related Servicing Agreement, and shall, upon obtaining
          actual
          knowledge of the failure of a Servicer to perform its obligations in accordance
          therewith, to the extent that such non-performance of such obligations
          would
          have a material adverse effect on a Mortgage Loan, the Trust Fund or the
          Certificateholders, terminate the rights and obligations of such Servicer
          thereunder and either act as servicer of the related Mortgage Loans or
          cause the
          other parties hereto to enter into a Servicing Agreement (and such parties
          hereby agree to execute and deliver any such successor Servicing Agreement),
          with a successor Servicer. Such enforcement, including, without limitation,
          the
          legal prosecution of claims, termination of Servicing Agreements and the
          pursuit
          of other appropriate remedies, shall be in such form and carried out to
          such an
          extent and at such time as the Master Servicer, in its good faith business
          judgment, would require were it the owner of the related Mortgage Loans.
          The
          Master Servicer shall pay the costs of such enforcement at its own expense,
          and
          shall be reimbursed therefor initially (i) from a general recovery resulting
          from such enforcement only to the extent, if any, that such recovery exceeds
          all
          amounts due in respect of the related Mortgage Loans, (ii) from a specific
          recovery of costs, expenses or attorneys’ fees against the party against whom
          such enforcement is directed, and then, (iii) to the extent that such amounts
          are insufficient to reimburse the Master Servicer for the costs of such
          enforcement, from the Collection Account.

         


        
          
            
            

          

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

         

        Section
          9.06. Collection
          of Taxes, Assessments and Similar Items.  

         

        (a)
           To
          the
          extent provided in the applicable Servicing Agreement, the Master Servicer
          shall
          cause each Servicer to establish and maintain one or more custodial accounts
          at
          a depository institution (which may be a depository institution with which
          the
          Master Servicer or any Servicer establishes accounts in the ordinary course
          of
          its servicing activities), the accounts of which are insured to the maximum
          extent permitted by the FDIC (each, an “Escrow Account”) and to deposit therein
          any collections of amounts received with respect to amounts due for taxes,
          assessments, water rates, Standard Hazard Insurance Policy premiums, Payaheads,
          if applicable, or any comparable items for the account of the Mortgagors.
          Withdrawals from any Escrow Account may be made (to the extent amounts
          have been
          escrowed for such purpose) only in accordance with the applicable Servicing
          Agreement. Each Servicer shall be entitled to all investment income not
          required
          to be paid to Mortgagors on any Escrow Account maintained by such Servicer.
          The
          Master Servicer shall make (or cause to be made) to the extent provided
          in the
          applicable Servicing Agreement advances to the extent necessary in order
          to
          effect timely payment of taxes, water rates, assessments, Standard Hazard
          Insurance Policy premiums or comparable items in connection with the related
          Mortgage Loan (to the extent that the Mortgagor is required, but fails,
          to pay
          such items), provided that it or the applicable Servicer has determined
          that the
          funds so advanced are recoverable from escrow payments, reimbursement pursuant
          to Section 4.02 or otherwise.

         

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

         

        Section
          9.07. Termination
          of Servicing Agreements; Successor Servicers.  

         

        (a)
           The
          Master Servicer shall be entitled to terminate the rights and obligations
          of any
          Servicer under the applicable Servicing Agreement in accordance with the
          terms
          and conditions of such Servicing Agreement and without any limitation by
          virtue
          of this Agreement; provided,
          however,
          that in
          the event of termination of any Servicing Agreement by the Master Servicer
          or
          the related Servicer, the Master Servicer shall either act as Servicer
          of the
          related Mortgage Loans or provide for the servicing of the Mortgage Loans
          by a
          successor Servicer to be appointed as provided in the applicable Servicing
          Agreement.

         


        
          
            
            

          

          
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        The
          parties acknowledge that notwithstanding the preceding sentence, there
          may be a
          transition period, not to exceed 90 days, in order to effect the transfer
          of
          servicing to a successor Servicer. The Master Servicer shall be entitled
          to be
          reimbursed from each Servicer (or by the Trust Fund, if the Servicer is
          unable
          to fulfill its obligations hereunder) for all costs associated with the
          transfer
          of servicing from the predecessor servicer, including without limitation,
          any
          costs or expenses associated with the complete transfer or all servicing
          data
          and the completion, correction or manipulation of such servicing data,
          as may be
          required by the Master Servicer to correct any errors or insufficiencies
          in the
          servicing data or otherwise to enable the Master Servicer to service the
          Mortgage Loans properly and effectively.

        


        (b)
           If
          the
          Master Servicer acts as a successor Servicer, it will not assume liability
          for
          the representations and warranties of the Servicer, if any, that it replaces.
          The Master Servicer shall use reasonable efforts to have the successor
          Servicer
          assume liability for the representations and warranties made by the terminated
          Servicer in the related Servicing Agreement, and in the event of any such
          assumption by the successor Servicer, the Trustee or the Master Servicer,
          as
          applicable, may, in the exercise of its business judgment, release the
          terminated Servicer from liability for such representations and
          warranties.

         

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

         

        Section
          9.08. Master
          Servicer Liable for Enforcement.  

         

        Notwithstanding
          any Servicing Agreement, the Master Servicer shall remain obligated and
          liable
          to the Trustee, any NIMS Insurer and the Certificateholders in accordance
          with
          the provisions of this Agreement, to the extent of its obligations hereunder,
          without diminution of such obligation or liability by virtue of such Servicing
          Agreements. The Master Servicer shall use commercially reasonable efforts
          to
          ensure that the Mortgage Loans are serviced in accordance with the provisions
          of
          this Agreement and shall use commercially reasonable efforts to enforce
          the
          provisions of each Servicing Agreement for the benefit of the Certificateholders
          and any NIMS Insurer. The Master Servicer shall be entitled to enter into
          any
          agreement with any Servicer for indemnification of the Master Servicer
          and
          nothing contained in this Agreement shall be deemed to limit or modify
          such
          indemnification. Except as expressly set forth herein, the Master Servicer
          shall
          have no liability for the acts or omissions of any Servicer in the performance
          by such Servicer of its obligations under the related Servicing
          Agreement.

        



        
          
            
            

          

          
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        Section
          9.09. No
          Contractual Relationship Between Any Servicer and Trustee or
          Depositor.  

         

        Any
          Servicing Agreement that may be entered into and any other transactions
          or
          services relating to the Mortgage Loans involving any Servicer in its capacity
          as such and not as an originator shall be deemed to be between such Servicer,
          the Seller and the Master Servicer, and the Trustee and the Depositor shall
          not
          be deemed parties thereto and shall have no obligations, duties or liabilities
          with respect to such Servicer except as set forth in Section 9.10 hereof,
          but
          shall have rights thereunder as third party beneficiaries. It is 

        


        Section
          9.10. Assumption
          of Servicing Agreement by Trustee.  

         

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

         

        (b)
           The
          Master Servicer that has been terminated shall, upon request of the Trustee
          but
          at the expense of such Master Servicer, deliver to the assuming party all
          documents and records relating to each Servicing Agreement and the related
          Mortgage Loans and an accounting of amounts collected and held by it and
          otherwise use its best efforts to effect the orderly and efficient transfer
          of
          each Servicing Agreement to the assuming party.

         

        Section
          9.11. Due-on-Sale
          Clauses; Assumption Agreements; Easements.

         

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

         


        
          
            
            

          

          
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        (b)
           The
          Master Servicer or the related Servicer, as the case may be, shall be entitled
          to approve a request from a Mortgagor for the granting of an easement thereon
          in
          favor of another Person or any alteration or demolition of the related
          Mortgaged
          Property if it has determined, exercising its good faith business judgment
          in
          the same manner as it would if it were the owner of the related Mortgage
          Loan,
          that the security for, and the timely and full collectability of, such
          Mortgage
          Loan would not be materially adversely affected thereby. Any fee collected
          by
          the Master Servicer or the related Servicer for processing such a request
          will
          be retained by the Master Servicer or such Servicer as additional servicing
          compensation.

         

        Section
          9.12. Release
          of Mortgage Files.

         

        (a)
           Upon
          (i)
          becoming aware of the payment in full of any Mortgage Loan or (ii) the
          receipt
          by the Master Servicer of a notification that payment in full has been
          or will
          be escrowed in a manner customary for such purposes, the Master Servicer
          shall,
          or shall cause the applicable Servicer to, promptly notify the Trustee
          (or the
          applicable Custodian) by a certification (which certification shall include
          a
          statement to the effect that all amounts received in connection with such
          payment that are required to be deposited in the Collection Account maintained
          by the Master Servicer pursuant to Section 4.01 hereof have been or will
          be so
          deposited) of a Servicing Officer and shall request (on the form attached
          hereto
          as Exhibit C or on the form attached to the related Custodial Agreement)
          the
          Trustee or the applicable Custodian, to deliver to the applicable Servicer
          the
          related Mortgage File; provided,
          however,
          that in
          lieu of sending a hard copy certification of a Servicing Officer, the Master
          Servicer may, or may cause, the Servicer to, deliver the request for release
          in
          a mutually agreeable electronic format, and to the extent that such a request,
          on its face, originates from a Servicing Officer, no original signature
          shall be
          required. Upon receipt of such certification and request, the Trustee or
          the
          applicable Custodian (with the consent, and at the direction of the Trustee),
          shall promptly release the related Mortgage File to the applicable Servicer
          and
          neither the Trustee nor the applicable Custodian shall have any further
          responsibility with regard to such Mortgage File. Upon any such payment
          in full,
          the Master Servicer is authorized, and each Servicer, to the extent such
          authority is provided for under the applicable Servicing Agreement, is
          authorized, to give, as agent for the Trustee, as the mortgagee under the
          Mortgage that secured the Mortgage Loan, an instrument of satisfaction
          (or
          assignment of mortgage without recourse) regarding the Mortgaged Property
          subject to the Mortgage, which instrument of satisfaction or assignment,
          as the
          case may be, shall be delivered to the Person or Persons entitled thereto
          against receipt therefor of such payment, it being understood and agreed
          that no
          expenses incurred in connection with such instrument of satisfaction or
          assignment, as the case may be, shall be chargeable to the Collection
          Account.

         

        (b)
           From
          time
          to time and as appropriate for the servicing or foreclosure of any Mortgage
          Loan
          and in accordance with Accepted Servicing Practices and the applicable
          Servicing
          Agreement, the Trustee shall execute such documents as shall be prepared
          and
          furnished to the Trustee by the Master Servicer, or by a Servicer (in form
          reasonably acceptable to the Trustee) and as are necessary to the prosecution
          of
          any such proceedings. The Trustee or the applicable Custodian, shall, upon
          request of the Master Servicer, or of a Servicer, and delivery to the Trustee
          or
          the applicable Custodian, of a trust receipt signed by a Servicing Officer
          substantially in the form of Exhibit C, release the related Mortgage File
          held
          in its possession or control to the Master Servicer (or the applicable
          Servicer). Such trust receipt shall obligate the Master Servicer or Servicer
          to
          return the Mortgage File to the Trustee or the applicable Custodian, as
          applicable, when the need therefor by the Master Servicer or Servicer no
          longer
          exists unless (i) the Mortgage Loan shall be liquidated, in which case,
          upon
          receipt of a certificate of a Servicing Officer similar to that hereinabove
          specified, the trust receipt shall be released by the Trustee or the applicable
          Custodian, as applicable, to the Master Servicer (or the applicable Servicer)
          or
          (ii) the Mortgage File has been delivered directly or through a Servicer
          to an
          attorney, or to a public trustee or other public official as required by
          law,
          for purposes of initiating or pursuing legal action or other proceedings
          for the
          foreclosure of the Mortgaged Property either judicially or non-judicially,
          and
          the Master Servicer has delivered directly or through a Servicer to the
          Trustee
          a certificate of a Servicing Officer certifying as to the name and address
          of
          the Person to which such Mortgage File or such document was delivered and
          the
          purpose of such delivery.

         


        
          
            
            

          

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

         

        (a)
           The
          Master Servicer shall transmit, or shall cause the applicable Servicer
          to
          transmit, to the Trustee such documents and instruments coming into the
          possession of the Master Servicer or such Servicer from time to time as
          are
          required by the terms hereof or of the applicable Servicing Agreement to
          be
          delivered to the Trustee or the applicable Custodian. Any funds received
          by the
          Master Servicer or by a Servicer in respect of any Mortgage Loan or which
          otherwise are collected by the Master Servicer or a Servicer as Liquidation
          Proceeds or Insurance Proceeds in respect of any Mortgage Loan shall be
          held for
          the benefit of the Trustee and the Certificateholders subject to the Master
          Servicer’s right to retain or withdraw from the Collection Account the Master
          Servicing Fee and other amounts provided in this Agreement and to the right
          of
          each Servicer to retain its Servicing Fee and other amounts as provided
          in the
          related Servicing Agreement. The Master Servicer shall, and shall (to the
          extent
          provided in the applicable Servicing Agreement) cause each Servicer to,
          provide
          access to information and documentation regarding the Mortgage Loans to
          the
          Trustee, its respective agents and accountants at any time upon reasonable
          request and during normal business hours, and to Certificateholders that
          are
          savings and loan associations, banks or insurance companies, the Office
          of
          Thrift Supervision, the FDIC and the supervisory agents and examiners of
          such
          Office and Corporation or examiners of any other federal or state banking
          or
          insurance regulatory authority if so required by applicable regulations
          of the
          Office of Thrift Supervision or other regulatory authority, such access
          to be
          afforded without charge but only upon reasonable request in writing and
          during
          normal business hours at the offices of the Master Servicer designated
          by it. In
          fulfilling such a request the Master Servicer shall not be responsible
          for
          determining the sufficiency of such information.

         

        (b)
           All
          Mortgage Files and funds collected or held by, or under the control of,
          the
          Master Servicer, or any Servicer, in respect of any Mortgage Loans, whether
          from
          the collection of principal and interest payments or from Liquidation Proceeds
          or Insurance Proceeds, shall be held by the Master Servicer, or by any
          Servicer,
          for and on behalf of the Trustee and the Certificateholders and shall be
          and
          remain the sole and exclusive property of the Trustee; provided,
          however,
          that
          the Master Servicer and each Servicer shall be entitled to setoff against,
          and
          deduct from, any such funds any amounts that are properly due and payable
          to the
          Master Servicer or such Servicer under this Agreement or the applicable
          Servicing Agreement and shall be authorized to remit such funds to the
          Trustee
          in accordance with this Agreement.

         


        
          
            
            

          

          
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        (c)
           The
          Master Servicer hereby acknowledges that concurrently with the execution
          of this
          Agreement, the Trustee shall own or, to the extent that a court of competent
          jurisdiction shall deem the conveyance of the Mortgage Loans from the Seller
          to
          the Depositor not to constitute a sale, the Trustee shall have a security
          interest in the Mortgage Loans and in all Mortgage Files representing such
          Mortgage Loans and in all funds and investment property now or hereafter
          held
          by, or under the control of, a Servicer or the Master Servicer that are
          collected by any Servicer or the Master Servicer in connection with the
          Mortgage
          Loans, whether as scheduled installments of principal and interest or as
          full or
          partial prepayments of principal or interest or as Liquidation Proceeds
          or
          Insurance Proceeds or otherwise, and in all proceeds of the foregoing and
          proceeds of proceeds (but excluding any fee or other amounts to which a
          Servicer
          is entitled under the applicable Servicing Agreement, or the Master Servicer
          or
          the Depositor is entitled to hereunder); and the Master Servicer agrees
          that so
          long as the Mortgage Loans are assigned to and held by the Trustee or any
          Custodian, all documents or instruments constituting part of the Mortgage
          Files,
          and such funds relating to the Mortgage Loans which come into the possession
          or
          custody of, or which are subject to the control of, the Master Servicer
          or any
          Servicer shall be held by the Master Servicer or such Servicer for and
          on behalf
          of the Trustee as the Trustee’s agent and bailee for purposes of perfecting the
          Trustee’s security interest therein as provided by the applicable Uniform
          Commercial Code or other applicable laws.

         

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

         

        Section
          9.14. Representations
          and Warranties of the Master Servicer.  

         

        (a)
           The
          Master Servicer hereby represents and warrants to the Depositor, any NIMS
          Insurer and the Trustee, for the benefit of the Certificateholders, as
          of the
          Closing Date that:

         

        (i) it
          is
          validly existing and in good standing as a limited liability company under
          the
          laws of the State of Delaware, and as Master Servicer has full power and
          authority to transact any and all business contemplated by this Agreement
          and to
          execute, deliver and comply with its obligations under the terms of this
          Agreement, the execution, delivery and performance of which have been duly
          authorized by all necessary corporate action on the part of the Master
          Servicer;

        


        (ii) the
          execution and delivery of this Agreement by the Master Servicer and its
          performance and compliance with the terms of this Agreement will not (A)
          violate
          the Master Servicer’s charter or bylaws, (B) violate any law or regulation or
          any administrative decree or order to which it is subject or (C) constitute
          a
          default (or an event which, with notice or lapse of time, or both, would
          constitute a default) under, or result in the breach of, any material contract,
          agreement or other instrument to which the Master Servicer is a party or
          by
          which it is bound or to which any of its assets are subject, which violation,
          default or breach would materially and adversely affect the Master Servicer’s
          ability to perform its obligations under this Agreement;


        
          
            
            

          

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

        


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

        


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

        


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

        


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

        


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

        


        (ix) the
          consummation of the transactions contemplated by this Agreement are in
          the
          ordinary course of business of the Master Servicer;

        


        (x) the
          Master Servicer has obtained an Errors and Omissions Insurance Policy and
          a
          Fidelity Bond in accordance with Section 9.02 each of which is in full
          force and
          effect, and each of which provides at least such coverage as is required
          hereunder; and

        



        
          
            
            

          

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

        


        (b)
           It
          is
          understood and agreed that the representations and warranties set forth
          in this
          Section 9.14 shall survive the execution and delivery of this Agreement.
          The
          Master Servicer shall indemnify the Depositor, any NIMS Insurer and the
          Trustee
          and hold them harmless against any loss, damages, penalties, fines, forfeitures,
          legal fees and related costs, judgments, and other costs and expenses resulting
          from any claim, demand, defense or assertion based on or grounded upon,
          or
          resulting from, a breach of the Master Servicer’s representations and warranties
          contained in Section 9.14(a). It is understood and agreed that the enforcement
          of the obligation of the Master Servicer set forth in this Section to indemnify
          the Depositor and the Trustee as provided in this Section constitutes the
          sole
          remedy (other than as set forth in Section 6.14) of the Depositor, any
          NIMS
          Insurer and the Trustee, respecting a breach of the foregoing representations
          and warranties. Such indemnification shall survive any termination of the
          Master
          Servicer as Master Servicer hereunder, and any termination of this
          Agreement.

         

        Any
          cause
          of action against the Master Servicer relating to or arising out of the
          breach
          of any representations and warranties made in this Section shall accrue
          upon
          discovery of such breach by any of the Depositor, the Master Servicer or
          the
          Trustee or notice thereof by any one of such parties to the other parties.
          Notwithstanding
          anything in this Agreement to the contrary, the Master Servicer shall not
          be
          liable for special, indirect or consequential losses
          or
          damages of any kind whatsoever (including, but not limited to, lost
          profits).

        


        (c)
           It
          is
          understood and agreed that the representations and warranties of the Depositor
          set forth in Sections 2.03(a)(i) through (vi) shall survive the execution
          and
          delivery of this Agreement. The Depositor shall indemnify the Master Servicer
          and hold each harmless against any loss, damages, penalties, fines, forfeitures,
          legal fees and related costs, judgments, and other costs and expenses resulting
          from any claim, demand, defense or assertion based on or grounded upon,
          or
          resulting from, a breach of the Depositor’s representations and warranties
          contained in Sections 2.03(a)(i) through (vi) hereof. It is understood
          and
          agreed that the enforcement of the obligation of the Depositor set forth
          in this
          Section to indemnify the Master Servicer as provided in this Section constitutes
          the sole remedy hereunder of the Master Servicer respecting a breach by
          the
          Depositor of the representations and warranties in Sections 2.03(a)(i)
          through
          (vi) hereof.

         

        Any
          cause
          of action against the Depositor relating to or arising out of the breach
          of the
          representations and warranties made in Sections 2.03(a)(i) through (vi)
          hereof
          shall accrue upon discovery of such breach by either the Depositor or the
          Master
          Servicer or notice thereof by any one of such parties to the other
          parties.

        


        Section
          9.15. Opinion.  

         

        On
          or
          before the Closing Date, the Master Servicer shall cause to be delivered
          to the
          Depositor, the Seller, the Trustee and any NIMS Insurer one or more Opinions
          of
          Counsel, dated the Closing Date, in form and substance reasonably satisfactory
          to the Depositor and Lehman Brothers Inc., as to the due authorization,
          execution and delivery of this Agreement by the Master Servicer and the
          enforceability thereof. 


        
          
            
            

          

          
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        Section
          9.16. Standard
          Hazard and Flood Insurance Policies.  

         

        For
          each
          Mortgage Loan (other than a Cooperative Loan), the Master Servicer shall
          maintain, or cause to be maintained by each Servicer, standard fire and
          casualty
          insurance and, where applicable, flood insurance, all in accordance with
          the
          provisions of this Agreement and the related Servicing Agreement, as applicable.
          It is understood and agreed that such insurance shall be with insurers
          meeting
          the eligibility requirements set forth in the applicable Servicing Agreement
          and
          that no earthquake or other additional insurance is to be required of any
          Mortgagor or to be maintained on property acquired in respect of a defaulted
          loan, other than pursuant to such applicable laws and regulations as shall
          at
          any time be in force and as shall require such additional
          insurance.

        


        Pursuant
          to Section 4.01, any amounts collected by the Master Servicer, or by any
          Servicer, under any insurance policies maintained pursuant to this Section
          9.16
          or any Servicing Agreement (other than amounts to be applied to the restoration
          or repair of the property subject to the related Mortgage or released to
          the
          Mortgagor in accordance with the applicable Servicing Agreement) shall
          be
          deposited into the Collection Account, subject to withdrawal pursuant to
          Section
          4.02. Any cost incurred by the Master Servicer or any Servicer in maintaining
          any such insurance if the Mortgagor defaults in its obligation to do so
          shall be
          added to the amount owing under the Mortgage Loan where the terms of the
          Mortgage Loan so permit; provided,
          however,
          that the
          addition of any such cost shall not be taken into account for purposes
          of
          calculating the distributions to be made to Certificateholders and shall
          be
          recoverable by the Master Servicer or such Servicer pursuant to Section
          4.02.

        


        Section
          9.17. Presentment
          of Claims and Collection of Proceeds.  

         

        The
          Master Servicer shall cause each Servicer (to the extent provided in the
          applicable Servicing Agreement) to, prepare and present on behalf of the
          Trustee
          and the Certificateholders all claims under the Insurance Policies with
          respect
          to the Mortgage Loans, and take such actions (including the negotiation,
          settlement, compromise or enforcement of the insured’s claim) as shall be
          necessary to realize recovery under such policies. Any proceeds disbursed
          to the
          Master Servicer (or disbursed to a Servicer and remitted to the Master
          Servicer)
          in respect of such policies or bonds shall be promptly deposited in the
          Collection Account or the Custodial Account upon receipt, except that any
          amounts realized that are to be applied to the repair or restoration of
          the
          related Mortgaged Property or related to the related Mortgagor in accordance
          with the Master Servicer’s or related Servicer’s normal servicing procedures
          need not be so deposited (or remitted).

        


        Section
          9.18. Maintenance
          of the Primary Mortgage Insurance Policies.  

         

        (a)
           The
          Master Servicer shall not take, or knowingly permit any Servicer (consistent
          with the applicable Servicing Agreement) to take, any action that would
          result
          in noncoverage under any applicable Primary Mortgage Insurance Policy of
          any
          loss which, but for the actions of such Master Servicer or such Servicer,
          would
          have been covered thereunder. To the extent that coverage is available,
          the
          Master Servicer shall use its best reasonable efforts to keep in force
          and
          effect, or to cause each Servicer to keep in force and effect (to the extent
          that the Mortgage Loan requires the Mortgagor to maintain such insurance),
          primary mortgage insurance applicable to each Mortgage Loan in accordance
          with
          the provisions of this Agreement and the related Servicing Agreement, as
          applicable. The Master Servicer shall not, and shall not knowingly permit
          any
          Servicer to, cancel or refuse to renew any such Primary Mortgage Insurance
          Policy that is in effect at the date of the initial issuance of the Certificates
          and is required to be kept in force hereunder except in accordance with
          the
          provisions of this Agreement and the related Servicing Agreement, as applicable.
          

         


        
          
            
            

          

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

         

        Section
          9.19. Trustee
          To Retain Possession of Certain Insurance Policies and
          Documents.  

         

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

        


        Section
          9.20. Realization
          Upon Defaulted Mortgage Loans.

         

        The
          Master Servicer shall use its reasonable best efforts to, or to cause each
          Servicer to, foreclose upon, repossess or otherwise comparably convert
          the
          ownership of Mortgaged Properties securing such of the Mortgage Loans as
          come
          into and continue in default and as to which no satisfactory arrangements
          can be
          made for collection of delinquent payments, all in accordance with the
          applicable Servicing Agreement. Alternatively, the Master Servicer may
          take, or
          authorize any Servicer to take, other actions in respect of a defaulted
          Mortgage
          Loan, which may include (i) accepting a short sale (a payoff of the
          Mortgage Loan for an amount less than the total amount contractually owed
          in
          order to facilitate a sale of the Mortgaged Property by the Mortgagor)
          or
          permitting a short refinancing (a payoff of the Mortgage Loan for an amount
          less
          than the total amount contractually owed in order to facilitate refinancing
          transactions by the Mortgagor not involving a sale of the Mortgaged Property),
          (ii) arranging for a repayment plan or (iii) agreeing to a
          modification in accordance with Section 9.04. In connection with such
          foreclosure or other conversion or action, the Master Servicer shall, consistent
          with Section 9.18, follow such practices and procedures as it shall reasonably
          determine to be in the best interests of the Trust Fund and the
          Certificateholders and which shall be consistent with its customary practices
          in
          performing its general mortgage servicing activities; provided that the
          Master
          Servicer shall not be liable in any respect hereunder if the Master Servicer
          is
          acting in connection with any such foreclosure or other conversion or action
          in
          a manner that is consistent with the provisions of this Agreement. Neither
          the
          Master Servicer, nor any Servicer, shall be required to expend its own
          funds or
          incur other reimbursable charges in connection with any foreclosure, or
          attempted foreclosure which is not completed, or toward the correction
          of any
          default on a related senior mortgage loan, or towards the restoration of
          any
          property unless it shall determine (i) that such restoration and/or
          foreclosure will increase the proceeds of liquidation of the Mortgage Loan
          to
          the Certificateholders after reimbursement to itself for such expenses
          or
          charges and (ii) that such expenses and charges will be recoverable to it
          through Liquidation Proceeds or Insurance Proceeds (as provided in Section
          4.02).


        
          
            
            

          

          
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        Section
          9.21. Compensation
          to the Master Servicer.  

         

        The
          Master Servicer shall be entitled to withdraw from the Collection Account,
          subject to Section 5.05, the Master Servicing Fee to the extent permitted
          by
          Section 4.02. Servicing compensation in the form of assumption fees, if
          any,
          late payment charges, as collected, if any, or otherwise (but not including
          any
          Prepayment Premium) shall be retained by the Master Servicer (or the applicable
          Servicer) and shall not be deposited in the Collection Account. If the
          Master
          Servicer does not retain or withdraw the Master Servicing Fee from the
          Collection Account as provided herein, the Master Servicer shall be entitled
          to
          direct the Trustee to pay the Master Servicing Fee to such Master Servicer
          by
          withdrawal from the Certificate Account to the extent that payments have
          been
          received with respect to the applicable Mortgage Loan. The Master Servicer
          shall
          be required to pay all expenses incurred by it in connection with its activities
          hereunder and shall not be entitled to reimbursement therefor except as
          provided
          in this Agreement. Pursuant to Section 4.01(e), all income and gain realized
          from any investment of funds in the Collection Account shall be for the
          benefit
          of the Master Servicer as compensation. The provisions of this Section
          9.21 are
          subject to the provisions of Section 6.14.

        


        Section
          9.22. REO
          Property.  

         

        (a)
           In
          the
          event the Trust Fund acquires ownership of any REO Property in respect
          of any
          Mortgage Loan, the deed or certificate of sale shall be issued to the Trustee,
          or to its nominee, on behalf of the Certificateholders. The Master Servicer
          shall use its reasonable best efforts to sell, or cause the applicable
          Servicer,
          to the extent provided in the applicable Servicing Agreement any REO Property
          as
          expeditiously as possible and in accordance with the provisions of this
          Agreement and the related Servicing Agreement, as applicable, but in all
          events
          within the time period, and subject to the conditions set forth in Article
          X
          hereof. Pursuant to its efforts to sell such REO Property, the Master Servicer
          shall protect and conserve, or cause the applicable Servicer to protect
          and
          conserve, such REO Property in the manner and to such extent required by
          the
          applicable Servicing Agreement, subject to Article X hereof.

         


        
          
            
            

          

          
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        (b)
           The
          Master Servicer shall deposit or cause to be deposited all funds collected
          and
          received by it, or recovered from any Servicer, in connection with the
          operation
          of any REO Property in the Collection Account.

         

        (c)
           The
          Master Servicer and each Servicer, upon the final disposition of any REO
          Property, shall be entitled to reimbursement for any related unreimbursed
          Advances and other unreimbursed advances as well as any unpaid Master Servicing
          Fees or Servicing Fees from Liquidation Proceeds received in connection
          with the
          final disposition of such REO Property; provided, that (without limitation
          of
          any other right of reimbursement that the Master Servicer or any Servicer
          shall
          have hereunder) any such unreimbursed Advances as well as any unpaid Net
          Master
          Servicing Fees or Servicing Fees may be reimbursed or paid, as the case
          may be,
          prior to final disposition, out of any net rental income or other net amounts
          derived from such REO Property.

         

        (d)
           The
          Liquidation Proceeds from the final disposition of the REO Property, net
          of any
          payment to the Master Servicer and the applicable Servicer as provided
          above,
          shall be deposited in the Collection Account on or prior to the Determination
          Date in the month following receipt thereof and be remitted by wire transfer
          in
          immediately available funds to the Trustee for deposit into the Certificate
          Account on the next succeeding Master Servicer Remittance Date.

         

        Section
          9.23. Notice
          to the Sponsor, the Depositor and the Trustee. 

         

        (a)
           Not
          later
          than four Business Days prior to the Distribution Date of each month, the
          Master
          Servicer shall provide to the Trustee, the Sponsor and the Depositor notice
          of
          the occurrence of any material modifications, extensions or waivers of
          terms,
          fees, penalties or payments relating to the Mortgage Loans during the related
          Collection Period or that have cumulatively become material over time (Item
          1121(a)(11) of Regulation AB) along with all information, data, and materials
          related thereto as may be required to be included in the related Distribution
          Report on Form 10-D. The parties to this Agreement acknowledge that the
          performance by the Master Servicer of its duties under this Section 9.23(b)
          related to the timely preparation and delivery of such information is contingent
          upon the Servicer strictly observing all requirements and deadlines in
          the
          performance of its duties under the Servicing Agreement. The Master Servicer
          shall have no liability for any loss, expense, damage or claim arising
          out of or
          with respect to any failure to properly prepare and/or timely deliver all
          such
          information where such failure results from the Master Servicer’s inability or
          failure to obtain or receive, on a timely basis, any information from the
          Servicer needed to prepare or deliver such information, which failure does
          not
          result from the Master Servicer’s own negligence, bad faith or willful
          misconduct.

         

        Section
          9.24. Reports
          to the Trustee.  

         

        (a)
           Not
          later
          than 30 days after each Distribution Date, the Master Servicer shall, upon
          request, forward to the Trustee a statement, deemed to have been certified
          by a
          Servicing Officer, setting forth the status of the Collection Account maintained
          by the Master Servicer as of the close of business on the related Distribution
          Date, indicating that all distributions required by this Agreement to be
          made by
          the Master Servicer have been made (or if any required distribution has
          not been
          made by the Master Servicer, specifying the nature and status thereof)
          and
          showing, for the period covered by such statement, the aggregate of deposits
          into and withdrawals from the Collection Account maintained by the Master
          Servicer. Copies of such statement shall be provided by the Master Servicer,
          upon request, to the Depositor, Attention: Contract Finance, and to any
          Certificateholders (or by the Trustee at the Master Servicer’s expense if the
          Master Servicer shall fail to provide such copies to the Certificateholders
          (unless (i) the Master Servicer shall have failed to provide the Trustee
          with
          such statement or (ii) the Trustee shall be unaware of the Master Servicer’s
          failure to provide such statement)).

         


        
          
            
            

          

          
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        (b)
           Not
          later
          than two Business Days following each Distribution Date, the Master Servicer
          shall deliver to one Person designated by the Depositor, in a format consistent
          with other electronic loan level reporting supplied by the Master Servicer
          in
          connection with similar transactions, “loan level” information with respect to
          the Mortgage Loans as of the related Determination Date, to the extent
          that such
          information has been provided to the Master Servicer by the Servicers or
          by the
          Depositor.

         

        (c)
           All
          information, reports and statements prepared by the Master Servicer under
          this
          Agreement shall be based upon information supplied to the Master Servicer
          by the
          Servicer without independent verification thereof and the Master Servicer
          shall
          be entitled to rely on such information.

         

        Section
          9.25. Assessment
          of Compliance and Attestation Reports. 

         

        (a)
           Assessment
          of Compliance

         

        (i) By
          March
          15 of each year, commencing in March 2007, the Master Servicer, at its
          own
          expense, shall furnish, and shall cause any Servicing Function Participant
          engaged by it to furnish, at its own expense, to the Sponsor, the Depositor,
          the
          Master Servicer and the Trustee, a report on an assessment of compliance
          with
          the Relevant Servicing Criteria (as identified on Exhibit O) that contains
          (A) a
          statement by such party of its responsibility for assessing compliance
          with the
          Relevant Servicing Criteria, (B) a statement that such party used the Servicing
          Criteria to assess compliance with the Relevant Servicing Criteria, (C)
          such
          party’s assessment of compliance with the Relevant Servicing Criteria as of and
          for the fiscal year covered by the Form 10-K required to be filed pursuant
          to
          Section 6.20(e), including, if there has been any material instance of
          noncompliance with the Relevant Servicing Criteria, a discussion of each
          such
          failure and the nature and status thereof, and (D) a statement that a registered
          public accounting firm has issued an attestation report on such party’s
          assessment of compliance with the Relevant Servicing Criteria as of and
          for such
          period. 

        


        (ii) When
          the
          Master Servicer (or any Servicing Function Participant engaged by the Master
          Servicer) submits its assessments to the Trustee and Depositor, the Master
          Servicer will also at such time include the assessment (and attestation
          pursuant
          to subsection (b) of this Section 9.25) of each Servicing Function Participant
          engaged by it and shall indicate to the Depositor and Trustee what Relevant
          Servicing Criteria will be addressed in any such reports prepared by any
          such
          Servicing Function Participant.

        


        (iii) Promptly
          after receipt of each such report on assessment of compliance, the Exchange
          Act
          Signing Party shall confirm that the assessments, taken as a whole, address
          all
          of the Servicing Criteria and taken individually address the Relevant Servicing
          Criteria (and disclose the inapplicability of the Servicing Criteria not
          determined to be

        Relevant
          Criteria) for
          each
          party as set forth on Exhibit O and on any similar exhibit set forth in
          each
          Servicing Agreement in respect of each Servicer, and each Custodial Agreement
          in
          respect of each Custodian, and, where the Master Servicer is the Exchange
          Act
          Signing Party, shall notify the Depositor of any exceptions. 


        
          
            
            

          

          
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        (b)
           Attestation
          Reports

         

        (i) By
          March
          15 of each year in which the Depositor is required to file reports with
          respect
          to the Trust Fund in accordance with the Exchange Act and the rules and
          regulations of the Commission, commencing in March 2007, the Master Servicer,
          at
          its own expense, shall cause, and shall cause any Servicing Function Participant
          engaged by it to cause, at its own expense, a registered public accounting
          firm
          (which may also render other services to the Master Servicer) that is a
          member
          of the American Institute of Certified Public Accountants to furnish a
          report to
          the Sponsor, the Depositor, the Master Servicer and the Trustee, to the
          effect
          that (A) it has obtained a representation regarding certain matters from
          the
          management of such party, which includes an assertion that such party has
          complied with the Relevant Servicing Criteria, and (B) on the basis of
          an
          examination conducted by such firm in accordance with standards for attestation
          engagements issued or adopted by the PCAOB, it is expressing an opinion
          as to
          whether such party’s compliance with the Relevant Servicing Criteria was fairly
          stated in all material respects, or it cannot express an overall opinion
          regarding such party’s assessment of compliance with the Relevant Servicing
          Criteria. In the event that an overall opinion cannot be expressed, such
          registered public accounting firm shall state in such report why it was
          unable
          to express such an opinion. Such report must be available for general use
          and
          not contain restricted use language.

         

        (ii) Promptly
          after receipt of such report from the Master Servicer or any Servicing
          Function
          Participant engaged by such party, the Exchange Act Signing Party shall
          confirm
          that each assessment submitted pursuant subsection (a) of this Section
          9.25 is
          coupled with an attestation meeting the requirements of this Section and
          notify
          the Depositor of any exceptions. 

         

        
          
            Section
              9.26. Annual
              Statement of Compliance with Applicable Servicing Criteria .


          

        

         

        (a)
           The
          Master Servicer shall deliver (and the Master Servicer shall cause any
          Additional Servicer engaged by it to deliver) to the Sponsor, the Depositor
          and
          the Trustee on or before March 15 of each year, commencing in March 2007,
          an
          Officer’s Certificate stating, as to the signer thereof, that (A) a review of
          such party’s activities during the preceding calendar year or portion thereof
          and of such party’s performance under this Agreement, or such other applicable
          agreement in the case of an Additional Servicer, has been made under such
          officer’s supervision and (B) to the best of such officer’s knowledge, based on
          such review, such party has fulfilled all its obligations under this Agreement,
          or such other applicable agreement in the case of an Additional Servicer,
          in all
          material respects throughout such year or portion thereof, or, if there
          has been
          a failure to fulfill any such obligation in any material respect, specifying
          each such failure known to such officer and the nature and status thereof.
          

         

        (b)
           Copies
          of
          such statements shall be provided to any Certificateholder upon request,
          by the
          Master Servicer or by the Trustee at the Master Servicer’s expense if the Master
          Servicer failed to provide such copies (unless (i) the Master Servicer
          shall
          have failed to provide the Trustee with such statement or (ii) the Trustee
          shall
          be unaware of the Master Servicer’s failure to provide such
          statement).

         


        
          
            
            

          

          
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        (c)
           The
          Master Servicer shall give prompt written notice to the Trustee, the Sponsor
          and
          the Depositor of the appointment of any Subcontractor by it and a written
          description (in form and substance satisfactory to the Trustee, the Sponsor
          and
          the Depositor) of the role and function of each Subcontractor utilized
          by the
          Master Servicer, specifying (A) the identity of each such Subcontractor
          and (B)
          which elements of the Servicing Criteria set forth under Item 1122(d) of
          Regulation AB will be addressed in assessments of compliance provided by
          each
          such Subcontractor.

         

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

         

        Section
          9.27. Merger
          or Consolidation.  

         

        Any
          Person into which the Master Servicer may be merged or consolidated, or
          any
          Person resulting from any merger, conversion, other change in form or
          consolidation to which the Master Servicer shall be a party, or any Person
          succeeding to the business of the Master Servicer, shall be the successor
          to the
          Master Servicer hereunder, without the execution or filing of any paper
          or any
          further act on the part of any of the parties hereto, anything herein to
          the
          contrary notwithstanding; provided,
          however,
          that the
          successor or resulting Person to the Master Servicer shall be a Person
          that
          shall be qualified and approved to service mortgage loans for Fannie Mae
          or
          Freddie Mac and shall have a net worth of not less than
          $15,000,000.

        


        Section
          9.28. Resignation
          of Master Servicer.  

         

        Except
          as
          otherwise provided in Sections 9.27, 9.28 and 9.29 hereof, the Master Servicer
          shall not resign from the obligations and duties hereby imposed on it unless
          it
          or the Trustee determines that the Master Servicer’s duties hereunder are no
          longer permissible under applicable law or are in material conflict by
          reason of
          applicable law with any other activities carried on by it and cannot be
          cured.
          Any such determination permitting the resignation of the Master Servicer
          shall
          be evidenced by an Opinion of Counsel that shall be Independent to such
          effect
          delivered to the Trustee. No such resignation shall become effective until
          a
          period of time not to exceed 90 days after the Trustee receives written
          notice
          thereof from the Master Servicer and until the Trustee shall have assumed,
          or a
          successor master servicer shall have been appointed by the Trustee and
          until
          such successor shall have assumed, the Master Servicer’s responsibilities and
          obligations under this Agreement. Notice of such resignation shall be given
          promptly by the Master Servicer and the Depositor to the Trustee.

        


        Section
          9.29. Assignment
          or Delegation of Duties by the Master Servicer.  

         

        Except
          as
          expressly provided herein, the Master Servicer shall not assign or transfer
          any
          of its rights, benefits or privileges hereunder to any other Person, or
          delegate
          to or subcontract with, or authorize or appoint any Subservicer, any
          Subcontractor or any other Person to perform any of the duties, covenants
          or
          obligations to be performed by the Master Servicer hereunder; provided,
          however,
          that the
          Master Servicer shall have the right without the prior written consent
          of the
          Trustee or the Depositor to delegate or assign to or subcontract with or
          authorize or appoint an Affiliate of the Master Servicer to perform and
          carry
          out any duties, covenants or obligations to be performed and carried out
          by the
          Master Servicer hereunder. In no case, however, shall any such delegation,
          subcontracting or assignment to an Affiliate of the Master Servicer relieve
          the
          Master Servicer of any liability hereunder. Notice of such permitted assignment
          shall be given promptly by the Master Servicer to the Depositor and the
          Trustee.
          If, pursuant to any provision hereof, the duties of the Master Servicer
          are
          transferred to a successor master servicer, the entire amount of the Master
          Servicing Fees and other compensation payable to the Master Servicer pursuant
          hereto, including amounts payable to or permitted to be retained or withdrawn
          by
          the Master Servicer pursuant to Section 9.21 hereof, shall thereafter be
          payable
          to such successor master servicer.


        
          
            
            

          

          
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        At
          any
          time during the period that a Form 10-K is being filed with respect to
          the Trust
          in accordance with the Exchange Act and the rules and regulations of the
          Commission, the Master Servicer shall not permit a Subservicer to perform
          any
          master servicing responsibilities hereunder with respect to the Mortgage
          Loans
          unless that Subservicer first agrees in writing with such Master Servicer
          to
          deliver an assessment of compliance and an accountant’s attestation in such
          manner and at such times in compliance with Sections 9.25(a)(ii) and (b)(ii)
          of
          this Agreement.

         

        Section
          9.30. Limitation
          on Liability of the Master Servicer and Others.

         

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

         

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

         

        (c)
           None
          of
          the Master Servicer, the Seller or the Depositor or any of the directors,
          officers, employees or agents of any of them shall be under any liability
          to the
          Trustee or the Certificateholders for any action taken or for refraining
          from
          the taking of any action in good faith pursuant to this Agreement, or for
          errors
          in judgment; provided,
          however,
          that
          this provision shall not protect the Master Servicer, the Seller or the
          Depositor or any such person against any liability that would otherwise
          be
          imposed by reason of willful misfeasance, bad faith or negligence in its
          performance of its duties or by reason of reckless disregard for its obligations
          and duties under this Agreement. The Master Servicer, the Seller and the
          Depositor and any director, officer, employee or agent of any of them shall
          be
          entitled to indemnification by the Trust Fund and will be held harmless
          against
          any loss, liability or expense incurred in connection with any legal action
          relating to this Agreement or the Certificates other than any loss, liability
          or
          expense incurred by reason of willful misfeasance, bad faith or negligence
          in
          the performance of his or its duties hereunder or by reason of reckless
          disregard of his or its obligations and duties hereunder. The Master Servicer,
          the Seller and the Depositor and any director, officer, employee or agent
          of any
          of them may rely in good faith on any document of any kind prima facie
          properly
          executed and submitted by any Person respecting any matters arising hereunder.
          The Master Servicer shall be under no obligation to appear in, prosecute
          or
          defend any legal action that is not incidental to its duties to master
          service
          the Mortgage Loans in accordance with this Agreement and that in its opinion
          may
          involve it in any expenses or liability; provided,
          however,
          that
          the Master Servicer may in its sole discretion undertake any such action
          that it
          may deem necessary or desirable in respect to this Agreement and the rights
          and
          duties of the parties hereto and the interests of the Certificateholders
          hereunder. In such event, the legal expenses and costs of such action and
          any
          liability resulting therefrom shall be expenses, costs and liabilities
          of the
          Trust Fund and the Master Servicer shall be entitled to be reimbursed therefor
          out of the Collection Account it maintains as provided by Section
          4.02.

         


        
          
            
            

          

          
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        Section
          9.31. Indemnification;
          Third-Party Claims.  

         

        The
          Master Servicer agrees to indemnify the Depositor, the Sponsor and the
          Trustee,
          and their respective officers, directors, agents and affiliates, and hold
          each
          of them harmless against any and all claims, losses, penalties, fines,
          forfeitures, reasonable legal fees and related costs, judgments, and any
          other
          costs, liability, fees and expenses that the Depositor, the Sponsor or
          the
          Trustee may sustain as a result of (a) any material breach by the Master
          Servicer of any if its obligations hereunder, including particularly its
          obligations to provide any reports under Section 9.25(a), Section 9.25(b)
          or
          Section 9.26 or any information, data or materials required to be included
          in
          any Exchange Act report ,
          provided,
          however,
          that in
          no event shall the Master Servicer be liable for any special, consequential,
          indirect or punitive damages pursuant to this Section 9.31, even if advised
          of
          the possibility of such damages,
          (b) any material misstatement or omission in any information, data or materials
          provided by the Master Servicer, or (c) the negligence, bad faith or willful
          misconduct of the Master Servicer in connection with its performance hereunder.
          The Depositor, the Sponsor and the Trustee shall immediately notify the
          Master
          Servicer if a claim is made by a third party with respect to this Agreement
          or
          the Mortgage Loans entitling the Depositor, the Sponsor or the Trustee
          to
          indemnification hereunder, whereupon the Master Servicer shall assume the
          defense of any such claim and pay all expenses in connection therewith,
          including counsel fees, and promptly pay, discharge and satisfy any judgment
          or
          decree which may be entered against it or them in respect of such
          claim.
          

         

        ARTICLE
          X

         

        REMIC
          ADMINISTRATION

         

        Section
          10.01. REMIC
          Administration.  

         

        (a)
           REMIC
          elections as set forth in the Preliminary Statement shall be made on Forms
          1066
          or other appropriate federal tax or information return for the taxable
          year
          ending on the last day of the calendar year in which the Certificates are
          issued. The regular interests and residual interest in each REMIC shall
          be as
          designated in the Preliminary Statement. For purposes of such designations,
          the
          interest rate of any regular interest that is computed by taking into account
          the weighted average of the Net Mortgage Rates of the Mortgage Loans shall
          be
          reduced by the amount of any expense paid by the Trust to the extent that
          (i)
          such expense was not taken into account in computing the Net Mortgage Rate
          of
          any Mortgage Loan, (ii) such expense does not constitute an “unanticipated
          expense” of a REMIC within the meaning of Treasury Regulation Section
          1.860G-1(b)(3)(ii), (iii) such expense does not relate to an Excluded Trust
          Asset and (iv) the amount of such expense was not taken into account in
          computing the interest rate of a more junior Class of regular
          interests.

         


        
          
            
            

          

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

         

        (c)
           The
          Trustee shall represent the Trust Fund in any administrative or judicial
          proceeding relating to an examination or audit by any governmental taxing
          authority with respect thereto. The Trustee shall pay any and all tax related
          expenses (not including taxes) of each REMIC, including but not limited
          to any
          professional fees or expenses related to audits or any administrative or
          judicial proceedings with respect to such REMIC that involve the Internal
          Revenue Service or state tax authorities, but only to the extent that (i)
          such
          expenses are ordinary or routine expenses, including expenses of a routine
          audit
          but not expenses of litigation (except as described in (ii)); or (ii) such
          expenses or liabilities (including taxes and penalties) are attributable
          to the
          negligence or willful misconduct of the Trustee in fulfilling its duties
          hereunder (including its duties as tax return preparer). The Trustee shall
          be
          entitled to reimbursement of expenses to the extent provided in clause
          (i) above
          from the Certificate Account; provided,
          however,
          the
          Trustee shall not be entitled to reimbursement for expenses incurred in
          connection with the preparation of tax returns and other reports as required
          by
          Section 6.20 and this Section.

         

        (d)
           The
          Trustee shall prepare, the Trustee shall sign, and the Trustee will file,
          all of
          each REMIC’s federal and applicable state tax and information returns as such
          REMIC’s direct representative. As used herein, applicable state tax and
          information returns shall mean returns as may be required by the laws of
          any
          state the applicability of which to the Trust Fund shall have been confirmed
          to
          the Trustee in writing either by the delivery to the Trustee of an Opinion
          of
          Counsel to such effect, or by delivery to the Trustee of a written notification
          to such effect by the taxing authority of such state. The expenses of preparing
          and filing such returns shall be borne by the Trustee.

         

        (e)
           The
          Trustee or its designee shall perform on behalf of each REMIC all reporting
          and
          other tax compliance duties that are the responsibility of such REMIC under
          the
          Code, the REMIC Provisions, or other compliance guidance issued by the
          Internal
          Revenue Service or any state or local taxing authority. Among its other
          duties,
          if required by the Code, the REMIC Provisions, or other such guidance,
          the
          Trustee shall provide (i) to the Treasury or other governmental authority
          such
          information as is necessary for the application of any tax relating to
          the
          transfer of a Residual Certificate to any disqualified person or organization
          pursuant to Treasury Regulation 1.860E-2(a)(5) and any person designated
          in
          Section 860E(e)(3) of the Code and (ii) to the Certificateholders such
          information or reports as are required by the Code or REMIC
          Provisions.

         


        
          
            
            

          

          
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        The
          Trustee shall be entitled to receive reasonable compensation from the Trust
          Fund
          for the performance of its duties under this subsection (e); provided,
          however,
          that
          such compensation shall not exceed $5,000 per year; provided, further,
          that,
          after a Section 7.01(d) Purchase Event, any expenses incurred by the Trustee
          in
          connection with such Section 7.01(d) Purchase Event shall be reimbursed
          to the
          Trustee, regardless of the limitation set forth above, in accordance with
          Section 4.04(b).

        


        (f)
           The
          Trustee, the Master Servicer and the Holders of Certificates shall take
          any
          action, within their respective control and scope of their duties, or cause
          any
          REMIC to take any action necessary to create or maintain the status of
          any REMIC
          as a REMIC under the REMIC Provisions and shall assist each other as necessary
          to create or maintain such status. Neither the Trustee, the Master Servicer
          nor
          the Holder of any Residual Certificate shall knowingly take any action,
          within
          their respective control, cause any REMIC to take any action or fail to
          take (or
          fail to cause to be taken) any action, within their respective control
          and scope
          of their duties, that, under the REMIC Provisions, if taken or not taken,
          as the
          case may be, could result in an Adverse REMIC Event unless the Trustee
          and the
          Master Servicer have received an Opinion of Counsel (at the expense of
          the party
          seeking to take such action) to the effect that the contemplated action
          will not
          result in an Adverse REMIC Event. In addition, prior to taking any action
          with
          respect to any REMIC or the assets therein, or causing any REMIC to take
          any
          action, which is not expressly permitted under the terms of this Agreement,
          any
          Holder of a Residual Certificate will consult with the Trustee, the Master
          Servicer or their respective designees, in writing, with respect to whether
          such
          action could cause an Adverse REMIC Event to occur with respect to any
          REMIC,
          and no such Person shall take any such action or cause any REMIC to take
          any
          such action as to which the Trustee or the Master Servicer has advised
          it in
          writing that an Adverse REMIC Event could occur.

         

        (g)
           Each
          Holder of a Residual Certificate shall pay when due any and all taxes imposed
          on
          the related REMIC by federal or state governmental authorities. To the
          extent
          that such taxes are not paid by a Residual Certificateholder, the Trustee
          shall
          pay any remaining REMIC taxes out of current or future amounts otherwise
          distributable to the Holder of the Residual Certificate in any such REMIC
          or, if
          no such amounts are available, out of other amounts held in the Collection
          Account, and shall reduce amounts otherwise payable to holders of regular
          interests in any such REMIC, as the case may be.

         

        (h)
           The
          Trustee shall, for federal income tax purposes, maintain books and records
          with
          respect to each REMIC on a calendar year and on an accrual basis.

         

        (i)
           No
          additional contributions of assets shall be made to any REMIC, except as
          expressly provided in this Agreement.

         

        (j)
           Neither
          the Trustee nor the Master Servicer shall enter into any arrangement by
          which
          any REMIC will receive a fee or other compensation for services.

         

        (k)
           Upon
          the
          request of any Rating Agency, the Trustee shall deliver an Officer’s Certificate
          stating, without regard to any actions taken by any party other than the
          Trustee, the Trustee’s compliance with provisions of this Section
          10.01.

         


        
          
            
            

          

          
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        (l)
           The
          Trustee shall treat each of the Basis Risk Reserve Fund, the Cap Account
          and the
          Swap Account as an outside reserve fund within the meaning of Treasury
          Regulation 1.860G-2(h) that is owned by the Holder of the Class X, Class
          C-X and
          Class S-X Certificates, respectively, and that is not an asset of any REMIC.
          The
          Trustee shall treat the rights of the Certificateholders (other than the
          Holders
          of the Class AIO, Class X, Class C-X, Class S-X, Class LT-R, Class R and
          Class P
          Certificates) to receive Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls
          as rights in interest rate cap contracts, one of which is written by the
          Class X
          Certificateholders with respect to the right to receive such amounts from
          Monthly Excess Cashflow, one of which is written by the Class C-X
          Certificateholders with respect to the right to receive such amounts from
          the
          Cap Agreement and one of which is written by the Class S-X Certificateholders
          with respect to the right to receive such amounts from the Swap Agreement.
          Thus,
          each Certificateholder (other than the Holders of the Class X, Class C-X,
          Class
          S-X, Class LT-R, Class R and Class P Certificates) shall be treated as
          representing not only ownership of regular interests in a REMIC, but also
          ownership of an interest in an interest rate cap contract. Pursuant to
          each such
          notional principal contract, all beneficial owners of the Offered Certificates
          shall be treated as having agreed to pay, on each Distribution Date, to
          the
          beneficial owners of the Class S-X Certificates an aggregate amount equal
          to the
          excess, if any, of (i) the amount payable on such Distribution Date on
          the
          interest in the Upper Tier REMIC 1 corresponding to such Class of Certificates
          over (ii) the amount payable on such Class of Certificates on such Distribution
          Date (such excess, a “Class I Shortfall”). A Class I Shortfall payable from
          interest collections shall be allocated to each Class of Certificates to
          the
          extent that interest accrued on such Class for the related Accrual Period
          at the
          Certificate Interest Rate for a Class, computed by substituting “REMIC Net Funds
          Cap” for “the applicable Net Funds Cap” in the definition thereof, exceeds the
          amount of interest accrued for the related Accrual Period based on the
          applicable Net Funds Cap, and a Class I Shortfall payable from principal
          collections shall be allocated to the most subordinate Class of Certificates
          with an outstanding principal balance to the extent of such balance. However,
          any payment from the Offered Certificates of a Class I Shortfall shall
          be
          treated for tax purposes as having been received by the beneficial owners
          of
          such Certificates in respect of their Interests in the Upper Tier REMIC
          1 and as
          having been paid by such beneficial owners to the Supplemental Interest
          Trust
          pursuant to the notional principal contract. For tax purposes, the notional
          principal contract shall be deemed to have a value in favor of the Certificates
          entitled to receive Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls
          of
          $2,000 as of the Closing Date.

         

        (m)
           [Reserved]

         

        (n)
           Notwithstanding
          the priority and sources of payments set forth in Article 5 hereof or otherwise,
          the Trustee shall account for all distributions with respect to a Class
          of
          Certificates in amounts that differ from those payable pursuant to the
          REMIC
          regular interest corresponding to such Class as amounts paid or received
          (as
          appropriate) pursuant to the interest rate cap contracts provided for in
          this
          Section. In no event shall any such amounts be treated as payments with
          respect
          to a “regular interest” in a REMIC within the meaning of Code Section
          860G(a)(1).

         

        Section
          10.02. Prohibited
          Transactions and Activities.  

         

        None
          of
          the Depositor, the Master Servicer or the Trustee shall sell, dispose of,
          or
          substitute for any of the Mortgage Loans, except in a disposition pursuant
          to
          (i) the foreclosure of a Mortgage Loan, (ii) the bankruptcy of the Trust
          Fund,
          (iii) the termination of each REMIC pursuant to Article VII of this Agreement,
          (iv) a substitution pursuant to Article II of this Agreement or (v) a repurchase
          of Mortgage Loans pursuant to Article II of this Agreement, nor acquire
          any
          assets for any REMIC, nor sell or dispose of any investments in the Certificate
          Account for gain, nor accept any contributions to any REMIC after the Closing
          Date, unless it has received an Opinion of Counsel (at the expense of the
          party
          causing such sale, disposition, or substitution) that such disposition,
          acquisition, substitution, or acceptance will not (a) result in an Adverse
          REMIC
          Event, (b) affect the distribution of interest or principal on the Certificates,
          or (c) result in the encumbrance of the assets transferred or assigned
          to the
          Trust Fund (except pursuant to the provisions of this Agreement).



        
          
            
            

          

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

         

        Upon
          the
          occurrence of an Adverse REMIC Event due to the negligent performance by
          the
          Trustee of its duties and obligations set forth herein, the Trustee shall
          indemnify the Holder of the related Residual Certificate or the Trust Fund,
          as
          applicable, against any and all losses, claims, damages, liabilities or
          expenses
          (“Losses”) resulting from such negligence; provided,
          however,
          that the
          Trustee shall not be liable for any such Losses attributable to the action
          or
          inaction of the Master Servicer, the Depositor, the Class X Certificateholder
          or
          the Holder of a Residual Certificate, as applicable, nor for any such Losses
          resulting from misinformation provided by the Holder of such Residual
          Certificate on which the Trustee has relied. The foregoing shall not be
          deemed
          to limit or restrict the rights and remedies of the Holder of such Residual
          Certificate now or hereafter existing at law or in equity. Notwithstanding
          the
          foregoing, however, in no event shall the Trustee have any liability (1)
          for any
          action or omission that is taken in accordance with and in compliance with
          the
          express terms of, or which is expressly permitted by the terms of, this
          Agreement or any Servicing Agreement, (2) for any Losses other than arising
          out
          of a negligent performance by the Trustee of its duties and obligations
          set
          forth herein, and (3) for any special or consequential damages to
          Certificateholders (in addition to payment of principal and interest on
          the
          Certificates) even if the Trustee has been advised of the likelihood of
          such
          loss or damage and regardless of the form of action.

        


        Section
          10.04. REO
          Property.  

         

        (a)
           Notwithstanding
          any other provision of this Agreement, the Master Servicer, acting on behalf
          of
          the Trustee hereunder, shall not, except to the extent provided in the
          applicable Servicing Agreement, knowingly permit any Servicer to, rent,
          lease,
          or otherwise earn income on behalf of any REMIC with respect to any REO
          Property
          which might cause an Adverse REMIC Event unless the Master Servicer has
          advised,
          or has caused the applicable Servicer to advise, the Trustee in writing
          to the
          effect that, under the REMIC Provisions, such action would not result in
          an
          Adverse REMIC Event.

         

        (b)
           The
          Master Servicer shall cause the applicable Servicer (to the extent provided
          in
          its Servicing Agreement) to make reasonable efforts to sell any REO Property
          for
          its fair market value. In any event, however, the Master Servicer shall,
          or
          shall cause the applicable Servicer to, dispose of any REO Property within
          three
          years of its acquisition by the Trust Fund unless the Master Servicer has
          received a grant of extension from the Internal Revenue Service to the
          effect
          that, under the REMIC Provisions, the REMIC may hold REO Property for a
          longer
          period without causing an Adverse REMIC Event. If the Master Servicer has
          received such an extension, then the Master Servicer, acting on the Trustee’s
          behalf hereunder, shall, or shall cause the applicable Servicer to, continue
          to
          attempt to sell the REO Property for its fair market value for such period
          longer than three years as such extension permits (the “Extended Period”). If
          the Master Servicer has not received such an extension and the Master Servicer
          or the applicable Servicer, acting on behalf of the Trustee hereunder,
          is unable
          to sell the REO Property within 33 months after its acquisition by the
          Trust
          Fund or if the Master Servicer has received such an extension, and the
          Master
          Servicer or the applicable Servicer is unable to sell the REO Property
          within
          the period ending three months before the close of the Extended Period,
          the
          Master Servicer shall cause the applicable Servicer, before the end of
          the three
          year period or the Extended Period, as applicable, to (i) purchase such
          REO
          Property at a price equal to the REO Property’s fair market value or (ii)
          auction the REO Property to the highest bidder (which may be the applicable
          Servicer) in an auction reasonably designed to produce a fair price prior
          to the
          expiration of the three-year period or the Extended Period, as the case
          may
          be.

         


        
          
            
            

          

          
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        ARTICLE
          XI

         

        MISCELLANEOUS
          PROVISIONS

        


        Section
          11.01. Binding
          Nature of Agreement; Assignment.  

         

        This
          Agreement shall be binding upon and inure to the benefit of the parties
          hereto
          and their respective successors and permitted assigns.

        


        Section
          11.02. Entire
          Agreement.  

         

        This
          Agreement contains the entire agreement and understanding among the parties
          hereto with respect to the subject matter hereof, and supersedes all prior
          and
          contemporaneous agreements, understandings, inducements and conditions,
          express
          or implied, oral or written, of any nature whatsoever with respect to the
          subject matter hereof. The express terms hereof control and supersede any
          course
          of performance and/or usage of the trade inconsistent with any of the terms
          hereof.

        


        Section
          11.03. Amendment.  

         

        (a)
           On
          or
          prior to a Section 7.01(d) Purchase Event, this Agreement may be amended
          from
          time to time by the Depositor, the Master Servicer and the Trustee, with
          the
          consent of any NIMS Insurer, but without consent of the Swap Counterparty
          (except to the extent that the rights or obligations of the Swap Counterparty
          hereunder or under the Swap Agreement, respectively, are affected thereby
          or the
          ability of the Trustee on behalf of the Supplemental Interest Trust and
          the
          Trust Fund to perform fully and timely its obligations under the Swap Agreement
          is adversely affected, in which case prior written consent of the Swap
          Counterparty is required) and without notice to or the consent of any of
          the
          Holders, (i) to cure any ambiguity, (ii) to cause the provisions herein
          to
          conform to or be consistent with or in furtherance of the statements made
          with
          respect to the Certificates, the Trust Fund or this Agreement in any Offering
          Document, or to correct or supplement any provision herein which may be
          inconsistent with any other provisions herein or with the provisions of
          any
          Servicing Agreement, (iii) to make any other provisions with respect to
          matters
          or questions arising under this Agreement or (iv) to add, delete, or amend
          any
          provisions to the extent necessary or desirable to comply with any requirements
          imposed by the Code and the REMIC Provisions as evidenced by an Opinion
          of
          Counsel. No such amendment effected pursuant to the preceding sentence
          shall, as
          evidenced by an Opinion of Counsel, result in an Adverse REMIC Event, nor
          shall
          such amendment effected pursuant to clause (iii) of such sentence adversely
          affect in any material respect the interests of any Holder. Prior to entering
          into any amendment without the consent of Holders pursuant to this paragraph,
          the Trustee, any NIMS Insurer and the Swap Counterparty shall be provided
          with
          an Opinion of Counsel addressed to the Trustee, any NIMS Insurer and the
          Swap
          Counterparty (at the expense of the party requesting such amendment) to
          the
          effect that such amendment is permitted under this Section. Any such amendment
          shall be deemed not to adversely affect in any material respect any Holder,
          if
          the Trustee receives written confirmation from each Rating Agency that
          such
          amendment will not cause such Rating Agency to reduce the then current
          rating
          assigned to the Certificates. 

         


        
          
            
            

          

          
            161

            
              

            

          

          
            
            

          

        


        (b)
           On
          or
          prior to a Section 7.01(d) Purchase Event, this Agreement may also be amended
          from time to time by the Depositor, the Master Servicer, and the Trustee,
          with
          the consent of any NIMS Insurer, but without consent of the Swap Counterparty
          (except to the extent that the rights or obligations of the Swap Counterparty
          hereunder or under the Swap Agreement, respectively, are affected thereby
          or the
          ability of the Trustee on behalf of the Supplemental Interest Trust and
          the
          Trust Fund to perform fully and timely its obligations under the Swap Agreement
          is adversely affected, in which case prior written consent of the Swap
          Counterparty is required) with the consent of the Holders of not less than
          66-2/3% of the Class Principal Amount (or Percentage Interest) of each
          Class of
          Certificates affected thereby for the purpose of adding any provisions
          to or
          changing in any manner or eliminating any of the provisions of this Agreement
          or
          of modifying in any manner the rights of the Holders; provided,
          however,
          that no
          such amendment shall be made unless the Trustee, the Swap Counterparty
          and any
          NIMS Insurer receives an Opinion of Counsel addressed to the Trustee, the
          Swap
          Counterparty and any NIMS Insurer, at the expense of the party requesting
          the
          change, that such change will not cause an Adverse REMIC Event; and provided
          further, that no such amendment may (i) reduce in any manner the amount
          of, or
          delay the timing of, payments received on Mortgage Loans which are required
          to
          be distributed on any Certificate, without the consent of the Holder of
          such
          Certificate or (ii) reduce the aforesaid percentages of Class Principal
          Amount
          or Class Notional Amount, as applicable (or Percentage Interest) of Certificates
          of each Class, the Holders of which are required to consent to any such
          amendment without the consent of the Holders of 100% of the Class Principal
          Amount or Class Notional Amount, as applicable (or Percentage Interest)
          of each
          Class of Certificates affected thereby. For purposes of this paragraph,
          references to “Holder” or “Holders” shall be deemed to include, in the case of
          any Class of Book-Entry Certificates, the related Certificate
          Owners.

         

        (c)
           After
          a
          Section 7.01(d) Purchase Event but on or prior to a Trust Fund Termination
          Event, this Agreement may be amended from time to time by the Depositor,
          the
          Master Servicer, the LTURI-holder and the Trustee but without the consent
          of the
          Swap Counterparty (except to the extent that the rights or obligations
          of the
          Swap Counterparty hereunder or under the Swap Agreement, respectively,
          are
          affected thereby or the ability of the Trustee on behalf of the Supplemental
          Interest Trust and the Trust Fund to perform fully and timely its obligations
          under the Swap Agreement is adversely affected, in which case prior written
          consent of the Swap Counterparty is required). Prior to entering into any
          amendment without the consent of Holders pursuant to this paragraph, the
          Trustee, the Swap Party and any NIMS Insurer shall be provided with an
          Opinion
          of Counsel addressed to the Trustee, the Swap Counterparty and any NIMS
          Insurer
          (at the expense of the party requesting such amendment) to the effect that
          such
          amendment is permitted under this Section and will not result in an Adverse
          REMIC Event.

         


        
          
            
            

          

          
            162

            
              

            

          

          
            
            

          

        


        (d)
           Promptly
          after the execution of any such amendment, the Trustee shall furnish written
          notification of the substance of such amendment to each Holder, the Depositor,
          the Swap Counterparty, any NIMS Insurer and to the Rating Agencies.

         

        (e)
           It
          shall
          not be necessary for the consent of Holders under this Section 11.03 to
          approve
          the particular form of any proposed amendment, but it shall be sufficient
          if
          such consent shall approve the substance thereof. The manner of obtaining
          such
          consents and of evidencing the authorization of the execution thereof by
          Holders
          shall be subject to such reasonable regulations as the Trustee may
          prescribe.

         

        (f)
           Notwithstanding
          anything to the contrary in any Servicing Agreement, the Trustee shall
          not
          consent to any amendment of any Servicing Agreement unless (i) such amendment
          is
          effected pursuant to the standards provided in this Section with respect
          to
          amendment of this Agreement and (ii) except for a Permitted Servicing Amendment,
          any such amendment pursuant to Section 11.03(a)(iii) shall not be materially
          inconsistent with the provisions of such Servicing Agreement.

         

        (g)
           Notwithstanding
          anything to the contrary in this Section 11.03, this Agreement may be amended
          from time to time by the Depositor, the Master Servicer and the Trustee
          to the
          extent necessary, in the judgment of the Depositor and its counsel, to
          comply
          with the Rules.

         

        Section
          11.04. Voting
          Rights.  

         

        Except
          to
          the extent that the consent of all affected Certificateholders is required
          pursuant to this Agreement, with respect to any provision of this Agreement
          requiring the consent of Certificateholders representing specified percentages
          of aggregate outstanding Certificate Principal Amount or Class Notional
          Amount,
          as applicable (or Percentage Interest), Certificates owned by the Depositor,
          the
          Master Servicer, the Trustee, any Servicer or Affiliates thereof are not
          to be
          counted so long as such Certificates are owned by the Depositor, the Master
          Servicer, the Trustee, any Servicer or any Affiliate thereof.

        


        Section
          11.05. Provision
          of Information.  

         

        (a)
           For
          so
          long as any of the Certificates of any Series or Class are “restricted
          securities” within the meaning of Rule 144(a)(3) under the Act, each of the
          Depositor, the Master Servicer and the Trustee agree to cooperate with
          each
          other to provide to any Certificateholders, and to any prospective purchaser
          of
          Certificates designated by such holder, upon the request of such holder
          or
          prospective purchaser, any information required to be provided to such
          holder or
          prospective purchaser to satisfy the condition set forth in Rule 144A(d)(4)
          under the Act. Any reasonable, out-of-pocket expenses incurred by the Trustee
          in
          providing such information shall be reimbursed by the Depositor.

         


        
          
            
            

          

          
            163

            
              

            

          

          
            
            

          

        


        (b)
           The
          Trustee shall make available to any person to whom a Prospectus was delivered,
          upon the request of such person specifying the document or documents requested,
          (i) a copy (excluding exhibits) of any report on Form 8-K, Form 10-D or
          Form
          10-K filed with the Commission pursuant to Section 6.20(c) and (ii) a copy
          of
          any other document incorporated by reference in the Prospectus (to the
          extent
          that the Trustee has such documents in its possession or such documents
          are
          reasonably obtainable by the Trustee). Any reasonable out-of-pocket expenses
          incurred by the Trustee in providing copies of such documents shall be
          reimbursed by the Depositor.

         

        (c)
           On
          each
          Distribution Date, the Trustee shall make available on its website or otherwise
          deliver to the Depositor a copy of the report delivered to Certificateholders
          pursuant to Section 4.03.

         

        Section
          11.06. Governing
          Law.  

         

        THIS
          AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
          OF THE
          STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS
          (OTHER
          THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW) AND THE OBLIGATIONS,
          RIGHTS
          AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE
          WITH
          SUCH LAWS.

        


        Section
          11.07. Notices.  

         

        All
          demands, notices and communications hereunder shall be in writing and shall
          be
          deemed to have been duly given when received by (a) in the case of the
          Depositor, Structured Asset Securities Corporation, 745 Seventh Avenue,
          7th
          Floor, New York, New York 10019, Attention: Mortgage Finance, LXS 2006-20,
          (b) in the case of the Seller, Lehman Brothers Holdings Inc., 745 Seventh
          Avenue, 7th Floor, New York, New York 10019, Attention: Mortgage Finance,
          LXS
          2006-20, (c) in the case of the Trustee, the Corporate Trust Office,
          (d) in the case of the Master Servicer, Aurora Loan Services LLC, 10350
          Park Meadows Drive, Littleton, Colorado 80124; Attention: Master Servicing,
          LXS
          2006-20, (e) in the case of the Swap Counterparty, at the address therefore
          set
          forth in the Swap Agreement, and (f) in the case of the Cap Counterparty,
          at the
          address therefore set forth in the Cap Agreement, or as to each party,
          such
          other address as may hereafter be furnished by such party to the other
          parties
          in writing. All demands, notices and communications to a party hereunder
          shall
          be in writing and shall be deemed to have been duly given when delivered
          to such
          party at the relevant address, facsimile number or electronic mail address
          set
          forth above or at such other address, facsimile number or electronic mail
          address as such party may designate from time to time by written notice
          in
          accordance with this Section 11.07.

        


        Section
          11.08. Severability
          of Provisions.  

         

        If
          any
          one or more of the covenants, agreements, provisions or terms of this Agreement
          shall be for any reason whatsoever held invalid, then such covenants,
          agreements, provisions or terms shall be deemed severable from the remaining
          covenants, agreements, provisions or terms of this Agreement and shall
          in no way
          affect the validity or enforceability of the other provisions of this Agreement
          or of the Certificates or the rights of the Holders thereof.


        
          
            
            

          

          
            164

            
              

            

          

          
            
            

          

        


        


        Section
          11.09. Indulgences;
          No Waivers.  

         

        Neither
          the failure nor any delay on the part of a party to exercise any right,
          remedy,
          power or privilege under this Agreement shall operate as a waiver thereof,
          nor
          shall any single or partial exercise of any right, remedy, power or privilege
          preclude any other or further exercise of the same or of any other right,
          remedy, power or privilege, nor shall any waiver of any right, remedy,
          power or
          privilege with respect to any occurrence be construed as a waiver of such
          right,
          remedy, power or privilege with respect to any other occurrence. No waiver
          shall
          be effective unless it is in writing and is signed by the party asserted
          to have
          granted such waiver.

        


        Section
          11.10. Headings
          Not To Affect Interpretation.  

         

        The
          headings contained in this Agreement are for convenience of reference only,
          and
          they shall not be used in the interpretation hereof.

        


        Section
          11.11. Benefits
          of Agreement.

         

        The
          Depositor shall promptly notify the Custodian and the Trustee in writing
          of the
          issuance of any Class of NIMS Securities issued by a NIMS Insurer and the
          identity of such NIMS Insurer. Thereafter, the NIMS Insurer shall be deemed
          a
          third-party beneficiary of this Agreement to the same extent as if it were
          a
          party hereto, and shall be subject to and have the right to enforce the
          provisions of this Agreement so long as the NIMS Securities remaining
          outstanding or the NIMS Insurer is owed amounts in respect of its guarantee
          of
          payment of such NIMS Securities. Nothing in this Agreement or in the
          Certificates, express or implied, shall give to any Person, other than
          the
          parties to this Agreement and their successors hereunder, the Swap Counterparty
          and its successors and assignees under the Swap Agreement, the NIM Insurer,
          the
          Holders, any benefit or any legal or equitable right, power, remedy or
          claim
          under this Agreement, except to the extent specified in Section
          11.15.

        


        Section
          11.12. Special
          Notices to the Rating Agencies and any NIMS Insurer.  

         

        (a)
           The
          Depositor shall give prompt notice to the Rating Agencies and any NIMS
          Insurer
          of the occurrence of any of the following events of which it has
          notice:

         

        (i) any
          amendment to this Agreement pursuant to Section 11.03;

        


        (ii) any
          Assignment by the Master Servicer of its rights hereunder or delegation
          of its
          duties hereunder;

        


        (iii) the
          occurrence of any Event of Default described in Section 6.14;

        


        (iv) any
          notice of termination given to the Master Servicer pursuant to Section
          6.14 and
          any resignation of the Master Servicer hereunder;

        



        
          
            
            

          

          
            165

            
              

            

          

          
            
            

          

        


        (v) the
          appointment of any successor to any Master Servicer pursuant to Section
          6.14;

        


        (vi) the
          making of a final payment pursuant to Section 7.02; and

        


        (vii) any
          termination of the rights and obligations of any Servicer under the applicable
          Servicing Agreement.

        


        (b)
           All
          notices to the Rating Agencies provided for this Section shall be in writing
          and
          sent by first class mail, telecopy or overnight courier, as
          follows:

         

        If
          to
          Moody’s, to:

        


        Moody’s
          Investors Service, Inc.

        99
          Church
          Street 

        New
          York,
          New York 10007

        Attention:
          Residential Mortgages

        


        If
          to
          S&P, to:

        


        Standard
          & Poor’s Ratings Services, a division of The McGraw-Hill Companies,
          Inc.

        55
          Water
          Street

        New
          York,
          New York 10014

        Attention:
          Residential Mortgages

        


        (c)
           The
          Trustee shall provide or make available to the Rating Agencies reports
          prepared
          pursuant to Section 4.03. In addition, the Trustee shall, at the expense
          of the
          Trust Fund, make available to each Rating Agency such information as such
          Rating
          Agency may reasonably request regarding the Certificates or the Trust Fund,
          to
          the extent that such information is reasonably available to the
          Trustee.

         

        Section
          11.13. Conflicts.  

         

        To
          the
          extent that the terms of this Agreement conflict with the terms of any
          Servicing
          Agreement, the related Servicing Agreement shall govern unless such provisions
          shall adversely affect the Trustee or the Trust Fund.

        


        Section
          11.14. Counterparts.  

         

        This
          Agreement may be executed in one or more counterparts, each of which shall
          be
          deemed to be an original, and all of which together shall constitute one
          and the
          same instrument.

        


        Section
          11.15. Transfer
          of Servicing.  

         

        The
          Seller agrees that it shall provide written notice to the Master Servicer,
          any
          NIMS Insurer and the Trustee thirty days prior to any proposed transfer
          or
          assignment by the Seller of its rights under the Servicing Agreement or
          of the
          servicing thereunder from time to time with respect to any Mortgage Loan
          or
          group of Mortgage Loans, or delegation of its rights or duties thereunder
          or any
          portion thereof to any other Person other than the initial Servicer under
          such
          Servicing Agreement; provided,
          however,
          that the
          Seller shall not be required to provide prior notice of (i) any transfer
          of
          servicing that occurs within three months following the Closing Date to
          an
          entity that is a Servicer on the Closing Date or (ii) any assignment of
          any
          servicing rights from the Seller to an affiliate of the Seller. In addition,
          the
          ability of the Seller to transfer or assign its rights and delegate its
          duties
          under the Servicing Agreement or to transfer the servicing thereunder,
          from time
          to time with respect to any Mortgage Loan or group of Mortgage Loans, to
          a
          successor servicer shall be subject to the following
          conditions:


        
          
            
            

          

          
            166

            
              

            

          

          
            
            

          

        


        


        (i) satisfaction
          of the conditions to such transfer as set forth in the Servicing Agreement
          including, without limitation, receipt of written consent of the Master
          Servicer
          to such transfer;

        


        (ii) Such
          successor servicer must be qualified to service loans for Fannie Mae or
          Freddie
          Mac, and must be a member in good standing of MERS;

        


        (iii) Such
          successor servicer must satisfy the seller/servicer eligibility standards
          in the
          Servicing Agreement, exclusive of any experience in mortgage loan origination
          and must be reasonably acceptable to the Master Servicer, whose approval
          shall
          not be unreasonably withheld;

        


        (iv) Such
          successor servicer must execute and deliver to the Trustee and the Master
          Servicer an agreement, in form and substance reasonably satisfactory to
          the
          Trustee and the Master Servicer, that contains an assumption by such successor
          servicer of the due and punctual performance and observance of each covenant
          and
          condition to be performed and observed by the applicable Servicer under
          the
          applicable Servicing Agreement or, in the case of a transfer of servicing
          to a
          party that is already a Servicer pursuant to this Agreement, an agreement
          to add
          the related Mortgage Loans to the Servicing Agreement already in effect
          with
          such Servicer;

        


        (v) If
          the
          successor servicer is not a Servicer of Mortgage Loans at the time of the
          transfer, there must be delivered to the Trustee and the Master Servicer
          a
          letter from each Rating Agency to the effect that such transfer of servicing
          will not result in a qualification, withdrawal or downgrade of the then-current
          rating of any of the Certificates; and

        


        (vi) The
          Seller shall, at its cost and expense, take such steps, or cause the
          transferring Servicer to take such steps, as may be necessary or appropriate
          to
          effectuate and evidence the transfer of the servicing of the specified
          Mortgage
          Loans to such successor or replacement servicer, including, but not limited
          to,
          the following: (A) to the extent required by the terms of the Mortgage
          Loans and
          by applicable federal and state laws and regulations, the Seller shall
          cause the
          prior Servicer to timely mail to each obligor under a Mortgage Loan any
          required
          notices or disclosures describing the transfer of servicing of the Mortgage
          Loans to the successor or replacement servicer; (B) prior to the effective
          date
          of such transfer of servicing, the Seller shall cause the prior Servicer
          to
          transmit to any related insurer notification of such transfer of servicing;
          (C)
          on or prior to the effective date of such transfer of servicing, the Seller
          shall cause the prior Servicer to deliver to the successor or replacement
          servicer all Mortgage Loan Documents and any related records or materials;
          (D)
          on or prior to the effective date of such transfer of servicing, the Seller
          shall cause the prior Servicer to transfer to the successor or replacement
          servicer, or, if such transfer occurs after a Servicer Remittance Date
          but
          before the next succeeding Master Servicer Remittance Date, to the Trustee,
          all
          funds held by the prior Servicer in respect of the Mortgage Loans; (E)
          on or
          prior to the effective date of such transfer of servicing, the Seller shall
          cause the prior Servicer to, after the effective date of the transfer of
          servicing to the successor or replacement servicer, continue to forward
          to such
          successor or replacement servicer, within one Business Day of receipt,
          the
          amount of any payments or other recoveries received by the prior Servicer,
          and
          to notify the successor or replacement servicer of the source and proper
          application of each such payment or recovery; and (F) the Seller shall
          cause the
          prior Servicer to, after the effective date of transfer of servicing to
          the
          successor or replacement servicer, continue to cooperate with the successor
          or
          replacement servicer to facilitate such transfer in such manner and to
          such
          extent as the successor or replacement servicer may reasonably request.
          Notwithstanding the foregoing, the prior Servicer shall be obligated to
          perform
          the items listed above to the extent provided in the Servicing
          Agreement.


        
          
            
            

          

          
            167

            
              

            

          

          
            
            

          

        

        
 

        [SIGNATURES
          TO FOLLOW]

         


        
          
            
            

          

          
            168

            
              

            

          

          
            
            

          

        


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

        


        STRUCTURED
          ASSET SECURITIES

        CORPORATION,
          as Depositor

        


        By:
          /s/
          Ellen V. Kiernan            

        Name:
          Ellen V. Kiernan

        Title:
          Senior Vice President 

        


        AURORA
          LOAN SERVICES LLC, as Master Servicer

         

        By:
          /s/
          Jerald W. Dreyer           

        Name:
          Jerald W. Dreyer

        Title:
          Vice President

        


        LASALLE
          BANK NATIONAL ASSOCIATION,

        as
          Trustee


        


        By:
          /s/
          Susan L. Feld            

        Name:
          Susan L. Feld

        Title:
          Assistant Vice President

        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        Solely
          for purposes of Section 6.11 and 11.15,

        accepted
          and agreed to by:

        


        LEHMAN
          BROTHERS HOLDINGS INC.

        


        By:
          /s/
          Michael Hitzmann        

        Name:
          Michael Hitzmann

        Title:
          Authorized Signatory

        


        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        EXHIBIT
          A

        


        FORMS
          OF CERTIFICATES

        
 


        
          
            
            

          

          
            A-1

            
              

            

          

          
            
            

          

        


        EXHIBIT
          B-1

        


        FORM
          OF
          INITIAL CERTIFICATION

        


                                        

        Date

        


        LaSalle
          Bank National Association

        135
          S.
          LaSalle Street, Suite 1511

        Chicago,
          Illinois 60603

        Attention:
          Global Securities and Trust Services - Lehman XS Trust 2006-20

        


        Aurora
          Loan Services LLC, as Master Servicer

        10350
          Park Meadows Drive

        Littleton,
          Colorado 80124

        


        Structured
          Asset Securities Corporation,

        as
          Depositor

        745
          Seventh Avenue

        7th
          Floor

        New
          York,
          New York 10019

        Attention:
          Mortgage Finance, LXS 2006-20

        

          
            	 	
                    Re:

                  	
                    Trust
                      Agreement dated as of December 1, 2006 (the “Trust Agreement”), by and
                      among Structured Asset Securities Corporation, as Depositor,
                      Aurora Loan
                      Services LLC, as Master Servicer and LaSalle Bank National
                      Association, as
                      Trustee with respect to Lehman XS Trust Mortgage Pass-Through
Certificates,
                      Series 2006-20

                  


          

            

        

        Ladies
          and Gentlemen:

        


        In
          accordance with Section 2.02(a) of the Trust Agreement, subject to review
          of the
          contents thereof, the undersigned, as Custodian, hereby certifies that
          it has
          received the documents listed in Section 2.01(b) of the Trust Agreement
          for each
          Mortgage File pertaining to each Mortgage Loan listed on Schedule A, to
          the
          Trust Agreement, subject to any exceptions noted on Schedule I
          hereto.

        


        Capitalized
          words and phrases used herein and not otherwise defined herein shall have
          the
          respective meanings assigned to them in the Trust Agreement. This Certificate
          is
          subject in all respects to the terms of Section 2.02 of the Trust Agreement
          and
          the Trust Agreement sections cross-referenced therein.

        


        [Custodian]

        


        By:_____________________________________

        Name:
          

        Title:


        
          
            
            

          

          
            B-1-1

            
              

            

          

          
            
            

          

        


        EXHIBIT
          B-2

        


        FORM
          OF
          INTERIM CERTIFICATION

                                       

        Date

        LaSalle
          Bank National Association

        135
          S.
          LaSalle Street, Suite 1511

        Chicago,
          Illinois 60603

        Attention:
          Global Securities and Trust Services - Lehman XS Trust 2006-20

        


        Aurora
          Loan Services LLC, as Master Servicer

        10350
          Park Meadows Drive

        Littleton,
          Colorado 80124

        


        Structured
          Asset Securities Corporation,

        as
          Depositor

        745
          Seventh Avenue, 7th
          Floor

        New
          York,
          New York 10019

        Attention:
          Mortgage Finance, LXS 2006-20

        
          

            
              	 	
                      Re:

                    	
                      Trust
                        Agreement dated as of December 1, 2006 (the “Trust Agreement”), by and
                        among Structured Asset Securities Corporation, as Depositor,
                        Aurora Loan
                        Services LLC, as Master Servicer and LaSalle Bank National
                        Association, as
                        Trustee with respect to Lehman XS Trust Mortgage Pass-Through
Certificates,
                        Series 2006-20 

                    


            

               

          

        

        Ladies
          and Gentlemen:

        


        In
          accordance with Section 2.02(b) of the Trust Agreement, the undersigned,
          as
          Custodian, hereby certifies that as to each Mortgage Loan listed in the
          Mortgage
          Loan Schedule (other than any Mortgage Loan paid in full or listed on Schedule
          I
          hereto) it (or its custodian) has received the applicable documents listed
          in
          Section 2.01(b) of the Trust Agreement.

        


        The
          undersigned hereby certifies that as to each Mortgage Loan identified on
          the
          Mortgage Loan Schedule, other than any Mortgage Loan listed on Schedule
          I
          hereto, it has reviewed the documents listed in Section 2.01(b) of the
          Trust
          Agreement and has determined that each such document appears regular on
          its face
          and appears to relate to the Mortgage Loan identified in such
          document.

        


        Capitalized
          words and phrases used herein shall have the respective meanings assigned
          to
          them in the Trust Agreement. This Certificate is qualified in all respects
          by
          the terms of said Trust Agreement including, but not limited to, Section
          2.02(b).

        


        [Custodian]

        


        By:______________________________

        Name:
          

        Title:

        



        
          
            
            

          

          
            B-2-1

            
              

            

          

          
            
            

          

        


        EXHIBIT
          B-3

        


        FORM
          OF
          FINAL CERTIFICATION

        


                                       

        Date

        LaSalle
          Bank National Association

        135
          S.
          LaSalle Street, Suite 1511

        Chicago,
          Illinois 60603

        Attention:
          Global Securities and Trust Services - Lehman XS Trust 2006-20

        


        Aurora
          Loan Services LLC, as Master Servicer

        10350
          Park Meadows Drive

        Littleton,
          Colorado 80124

        


        Structured
          Asset Securities Corporation,

        as
          Depositor

        745
          Seventh Avenue, 7th
          Floor

        New
          York,
          New York 10019

        Attention:
          Mortgage Finance, LXS 2006-20

        
          

            
              	 	
                      Re:

                    	
                      Trust
                        Agreement dated as of December 1, 2006 (the “Trust Agreement”), by and
                        among Structured Asset Securities Corporation, as Depositor,
                        Aurora Loan
                        Services LLC, as Master Servicer and LaSalle Bank National
                        Association, as
                        Trustee with respect to Lehman XS Trust Mortgage Pass-Through
Certificates,
                        Series 2006-20

                    


            

                

          

        

        Ladies
          and Gentlemen:

        


        In
          accordance with Section 2.02(d) of the Trust Agreement, the undersigned,
          as
          Custodian on behalf of the Trustee, hereby certifies that as to each Mortgage
          Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan
          paid in
          full or listed on Schedule I hereto) it (or its custodian) has received
          the
          applicable documents listed in Section 2.01(b) of the Trust
          Agreement.

        


        The
          undersigned hereby certifies that as to each Mortgage Loan identified in
          the
          Mortgage Loan Schedule, other than any Mortgage Loan listed on Schedule
          I
          hereto, it has reviewed the documents listed in Section 2.01(b) of the
          Trust
          Agreement and has determined that each such document appears to be complete
          and,
          based on an examination of such documents, the information set forth in
          items
          (i) through (vi) of the Mortgage Loan Schedule is correct.

        


        Capitalized
          words and phrases used herein shall have the respective meanings assigned
          to
          them in the Trust Agreement. This Certificate is qualified in all respects
          by
          the terms of said Trust Agreement.

        [Custodian]

        


        By:_____________________________________

        Name:

        Title:
          

        



        
          
            
            

          

          
            B-3-1

            
              

            

          

          
            
            

          

        


        


        EXHIBIT
          B-4

        


        FORM
          OF ENDORSEMENT

        


        Pay
          to the order of
          LaSalle
          Bank National Association, as trustee (the “Trustee”), under a Trust Agreement
          dated as of December 1, 2006, among Structured Asset Securities Corporation,
          as
          depositor, Aurora Loan Services LLC, as master servicer, and the Trustee,
          relating to Lehman XS Trust Mortgage Pass-Through Certificates, Series
          2006-20,
          without recourse.

        
 

        __________________________________

        [current
          signatory on note]

        


        By:_______________________________

        Name:

        Title:

        


        



        
          
            
            

          

          
            B-4-1

            
              

            

          

          
            
            

          

        


        EXHIBIT
          C

        


        REQUEST
          FOR RELEASE OF DOCUMENTS AND RECEIPT

        


                                       

        Date

        


        [Addressed
          to Trustee

        or,
          if
          applicable, Custodian]

        


        In
          connection with the administration of the mortgages held by you as Trustee
          under
          a certain Trust Agreement dated as of December 1, 2006 by and among Structured
          Asset Securities Corporation, as Depositor, LaSalle Bank National Association,
          as Trustee, and Aurora Loan Services LLC, as Master Servicer (the “Trust
          Agreement”), the undersigned Servicer hereby requests a release of the Mortgage
          File held by you as Trustee with respect to the following described Mortgage
          Loan for the reason indicated below.

        


        Mortgagor’s
          Name:

        


        Address:

        


        Loan
          No.:

        


        Reason
          for requesting file:

        


        1. Mortgage
          Loan paid in full. (The Servicer hereby certifies that all amounts received
          in
          connection with the loan have been or will be credited to the Certificate
          Account pursuant to the Trust Agreement.)

        


        2. The
          Mortgage Loan is being foreclosed.

        


        3. Mortgage
          Loan substituted. (The Servicer hereby certifies that a Qualifying Substitute
          Mortgage Loan has been assigned and delivered to you along with the related
          Mortgage File pursuant to the Trust Agreement.)

        


        4. Mortgage
          Loan repurchased. (The Servicer hereby certifies that the Purchase Price
          has
          been credited to the Certificate Account pursuant to the Trust
          Agreement.)

        


        5. Other.
          (Describe)

        


        The
          undersigned acknowledges that the above Mortgage File will be held by the
          undersigned in accordance with the provisions of the Trust Agreement and
          will be
          returned to you within ten (10) days of our receipt of the Mortgage File,
          except
          if the Mortgage Loan has been paid in full, or repurchased or substituted
          for a
          Qualifying Substitute Mortgage Loan (in which case the Mortgage File will
          be
          retained by us permanently) and except if the Mortgage Loan is being foreclosed
          (in which case the Mortgage File will be returned when no longer required
          by us
          for such purpose).

        



        
          
            
            

          

          
            C-1

            
              

            

          

          
            
            

          

        


        Capitalized
          terms used herein shall have the meanings ascribed to them in the Trust
          Agreement.

        


         

        _________________________________

        [Name
          of
          Servicer]

        


        By:__________________________________

        Name:

        Title:
          Servicing Officer

        



        
          
            
            

          

          
            C-2

            
              

            

          

          
            
            

          

        


        EXHIBIT
          D-1

        


        FORM
          OF RESIDUAL CERTIFICATE TRANSFER AFFIDAVIT (TRANSFEREE)

        

          
            	
                    STATE
                      OF

                  	
                    )

                  
	 	
                    )
                      ss.:

                  
	
                    COUNTY
                      OF

                  	
                    )

                  


          

           

        

        [NAME
          OF
          OFFICER], _________________ being first duly sworn, deposes and
          says:

        


        
          	 	
                  1.

                	
                  That
                    he [she] is [title of officer] ________________________ of [name
                    of
                    Purchaser] _________________________________________ (the “Purchaser”), a
                    _______________________ [description of type of entity] duly
                    organized and
                    existing under the laws of the [State of __________] [United
                    States], on
                    behalf of which he [she] makes this
                    affidavit.

                


        

        


        
          	 	
                  2.

                	
                  That
                    the Purchaser’s Taxpayer Identification Number is
                    [           ].

                


        

        


        
          	 	
                  3.

                	
                  That
                    the Purchaser is not a “disqualified organization” within the meaning of
                    Section 860E(e)(5) of the Internal Revenue Code of 1986, as amended
                    (the
                    “Code”) and will not be a “disqualified organization” as of [date of
                    transfer], and that the Purchaser is not acquiring a Residual
                    Certificate
                    (as defined in the Agreement) for the account of, or as agent
                    (including a
                    broker, nominee, or other middleman) for, any person or entity
                    from which
                    it has not received an affidavit substantially in the form of
                    this
                    affidavit. For these purposes, a “disqualified organization” means the
                    United States, any state or political subdivision thereof, any
                    foreign
                    government, any international organization, any agency or instrumentality
                    of any of the foregoing (other than an instrumentality if all
                    of its
                    activities are subject to tax and a majority of its board of
                    directors is
                    not selected by such governmental entity), any cooperative organization
                    furnishing electric energy or providing telephone service to
                    persons in
                    rural areas as described in Code Section 1381(a)(2)(C), any “electing
                    large partnership” within the meaning of Section 775 of the Code, or any
                    organization (other than a farmers’ cooperative described in Code Section
                    521) that is exempt from federal income tax unless such organization
                    is
                    subject to the tax on unrelated business income imposed by Code
                    Section
                    511.

                


        

        


        
          	 	
                  4.

                	
                  That
                    the Purchaser either (x) is not, and on __________________ [date
                    of
                    transfer] will not be, an employee benefit plan or other retirement
                    arrangement subject to Section 406 of the Employee Retirement
                    Income
                    Security Act of 1974, as amended (“ERISA”), or Section 4975 of the Code
                    (collectively, a “Plan”) or a person acting on behalf of any such Plan or
                    investing the assets of any such Plan to acquire a Residual Certificate;
                    (y) if the Residual Certificate has been the subject of an
                    ERISA-Qualifying Underwriting, is an insurance company that is
                    purchasing
                    the Residual Certificate with funds contained in an “insurance company
                    general account” as defined in Section V(e) of Prohibited Transaction
                    Class Exemption (“PTCE”) 95-60 and the purchase and holding of the
                    Certificate are covered under Sections I and III of PTCE 95-60;
                    or (z)
                    herewith delivers to the Trustee an opinion of counsel (a “Benefit Plan
                    Opinion”) satisfactory to the Trustee, and upon which the Trustee, the
                    Master Servicer, any NIMS Insurer and the Depositor shall be
                    entitled to
                    rely, to the effect that the purchase or holding of such Residual
                    Certificate by the Investor will not result in any non-exempt
                    prohibited
                    transactions under Title I of ERISA or Section 4975 of the Code
                    and will
                    not subject the Trustee, the Master Servicer, any NIMS Insurer
                    or the
                    Depositor to any obligation in addition to those undertaken by
                    such
                    entities in the Trust Agreement, which opinion of counsel shall
                    not be an
                    expense of the Trust Fund or any of the above
                    parties.

                


        

        



        
          
            
            

          

          
            D-1

            
              

            

          

          
            
            

          

        


        


        
          	 	
                  5.

                	
                  That
                    the Purchaser hereby acknowledges that under the terms of the
                    Trust
                    Agreement (the “Agreement”) by and among Structured Asset Securities
                    Corporation, as Depositor, Aurora Loan Services LLC, as Master
                    Servicer,
                    and LaSalle
                    Bank National Association,
                    as Trustee, dated as of December 1, 2006, relating to Lehman
                    XS Trust
                    Mortgage Pass-Through Certificates, Series 2006-20, no transfer
                    of the
                    Residual Certificates shall be permitted to be made to any person
                    unless
                    the Depositor and Trustee have received a certificate from such
                    transferee
                    containing the representations in paragraphs 3 and 4
                    hereof.

                


        

        


        
          	 	
                  6.

                	
                  That
                    the Purchaser does not hold REMIC residual securities as nominee
                    to
                    facilitate the clearance and settlement of such securities through
                    electronic book-entry changes in accounts of participating organizations
                    (such entity, a “Book-Entry
                    Nominee”).

                


        

        


        
          	 	
                  7.

                	
                  That
                    the Purchaser does not have the intention to impede the assessment
                    or
                    collection of any federal, state or local taxes legally required
                    to be
                    paid with respect to such Residual
                    Certificate.

                


        

        


        
          	 	
                  8.

                	
                  That
                    the Purchaser will not transfer a Residual Certificate to any
                    person or
                    entity (i) as to which the Purchaser has actual knowledge that
                    the
                    requirements set forth in paragraph 3, paragraph 6 or paragraph
                    10 hereof
                    are not satisfied or that the Purchaser has reason to believe
                    does not
                    satisfy the requirements set forth in paragraph 7 hereof, and
                    (ii) without
                    obtaining from the prospective Purchaser an affidavit substantially
                    in
                    this form and providing to the Trustee a written statement substantially
                    in the form of Exhibit D-2 to the
                    Agreement.

                


        

        


        
          	 	
                  9.

                	
                  That
                    the Purchaser understands that, as the holder of a Residual Certificate,
                    the Purchaser may incur tax liabilities in excess of any cash
                    flows
                    generated by the interest and that it intends to pay taxes associated
                    with
                    holding such Residual Certificate as they become
                    due.

                


        

        


        
          	 	
                  10.

                	
                  That
                    the Purchaser (i) is not a Non-U.S. Person or (ii) is a Non-U.S.
                    Person
                    that holds a Residual Certificate in connection with the conduct
                    of a
                    trade or business within the United States and has furnished
                    the
                    transferor and the Trustee with an effective Internal Revenue
                    Service Form
                    W-8ECI
                    (Certificate of Foreign Person’s Claim for Exemption From Withholding on
                    Income Effectively Connected With the Conduct of a Trade or Business
                    in
                    the United States)
                    or successor form at the time and in the manner required by the
                    Code or
                    (iii) is a Non-U.S. Person that has delivered to both the transferor
                    and
                    the Trustee an opinion of a nationally recognized tax counsel
                    to the
                    effect that the transfer of such Residual Certificate to it is
                    in
                    accordance with the requirements of the Code and the regulations
                    promulgated thereunder and that such transfer of a Residual Certificate
                    will not be disregarded for federal income tax purposes. “Non-U.S. Person”
                    means an individual, corporation, partnership or other person
                    other than
                    (i) a citizen or resident of the United States; (ii) a corporation,
                    partnership or other entity created or organized in or under
                    the laws of
                    the United States or any state thereof, including for this purpose,
                    the
                    District of Columbia; (iii) an estate that is subject to U.S.
                    federal
                    income tax regardless of the source of its income; (iv) a trust
                    if a court
                    within the United States is able to exercise primary supervision
                    over the
                    administration of the trust and one or more United States trustees have
                    authority to control all substantial decisions of the trust;
and,
                    (v) to the extent provided in Treasury regulations, certain trusts
                    in
                    existence on August 20, 1996 that are treated as United States
                    persons
                    prior to such date and elect to continue to be treated as United
                    States
                    persons.

                


        


        
          
            
            

          

          
            D-2

            
              

            

          

          
            
            

          

        


        


        
          	 	
                  11.

                	
                  That
                    the Purchaser agrees to such amendments of the Trust Agreement
                    as may be
                    required to further effectuate the restrictions on transfer of
                    any
                    Residual Certificate to such a “disqualified organization,” an agent
                    thereof, a Book-Entry Nominee, or a person that does not satisfy
                    the
                    requirements of paragraph 7 and paragraph 10
                    hereof.

                


        

        


        
          	 	
                  12.

                	
                  That
                    the Purchaser consents to the designation of the Trustee as its
                    agent to
                    act as “tax matters person” of the Trust Fund pursuant to the Trust
                    Agreement.

                


        

        


        IN
          WITNESS WHEREOF, the Purchaser has caused this instrument to be executed
          on its
          behalf, pursuant to authority of its Board of Directors, by its [title
          of
          officer] this _____ day of __________, 20__.

        


        _________________________________

        [name
          of Purchaser]

        


        By:______________________________

        Name:
          

        Title:
          

        



        
          
            
            

          

          
            D-3

            
              

            

          

          
            
            

          

        


        Personally
          appeared before me the above-named [name of officer] ________________,
          known or
          proved to me to be the same person who executed the foregoing instrument
          and to
          be the [title of officer] _________________ of the Purchaser, and acknowledged
          to me that he [she] executed the same as his [her] free act and deed and
          the
          free act and deed of the Purchaser.

        


        Subscribed
          and sworn before me this _____ day of __________, 20__.

        


        NOTARY
          PUBLIC

         

        ________________________________________


        COUNTY
          OF_____________________

        


        STATE
          OF______________________

        


        My
          commission expires the _____ day of __________, 20__.

        


        



        
          
            
            

          

          
            D-4

            
              

            

          

          
            
            

          

        


        EXHIBIT
          D-2

        


        RESIDUAL
          CERTIFICATE TRANSFER AFFIDAVIT (TRANSFEROR)

        


        ____________________________

        Date

        


        Re:    Lehman
          XS Trust Mortgage Pass-Through Certificates, Series 2006-20

        


        _______________________
          (the “Transferor”) has reviewed the attached affidavit of
          _____________________________ (the “Transferee”), and has no actual knowledge
          that such affidavit is not true and has no reason to believe that the
          information contained in paragraph 7 thereof is not true, and has no reason
          to
          believe that the Transferee has the intention to impede the assessment
          or
          collection of any federal, state or local taxes legally required to be
          paid with
          respect to a Residual Certificate. In addition, the Transferor has conducted
          a
          reasonable investigation at the time of the transfer and found that the
          Transferee had historically paid its debts as they came due and found no
          significant evidence to indicate that the Transferee will not continue
          to pay
          its debts as they become due.

        


        Very
          truly yours,

        


        _______________________________

        Name:

        Title:

        


        



        
          
            
            

          

          
            D-2-1

            
              

            

          

          
            
            

          

        


        EXHIBIT
          E

        


        SERVICING
          AGREEMENTS

        


        


        



        
          
            
            

          

          
            E-1

            
              

            

          

          
            
            

          

        


        EXHIBIT
          F

        


        FORM
          OF RULE 144A TRANSFER CERTIFICATE

        


        Re:   Lehman
          XS Trust

        Mortgage
          Pass-Through Certificates

        Series
          2006-20                                                       

        


        Reference
          is hereby made to the Trust Agreement dated as of December 1, 2006 (the
“Trust
          Agreement”) by and among Structured Asset Securities Corporation, as Depositor,
          Aurora Loan Services LLC, as Master Servicer, and LaSalle Bank National
          Association, as Trustee. Capitalized terms used but not defined herein
          shall
          have the meanings given to them in the Trust Agreement.

        


        This
          letter relates to $__________ initial Certificate Balance of Class     
          Certificates
          which are held in the form of Definitive Certificates registered in the
          name of
                                
          (the
“Transferor”). The Transferor has requested a transfer of such Definitive
          Certificates for Definitive Certificates of such Class registered in the
          name of
          [insert name of transferee].

        


        In
          connection with such request, and in respect of such Certificates, the
          Transferor hereby certifies that such Certificates are being transferred
          in
          accordance with (i) the transfer restrictions set forth in the Trust Agreement
          and the Certificates and (ii) Rule 144A under the Securities Act to a purchaser
          that the Transferor reasonably believes is a “qualified institutional buyer”
within the meaning of Rule 144A purchasing for its own account or for the
          account of a “qualified institutional buyer,” which purchaser is aware that the
          sale to it is being made in reliance upon Rule 144A, in a transaction meeting
          the requirements of Rule 144A and in accordance with any applicable securities
          laws of any state of the United States or any other applicable
          jurisdiction.

        


        This
          certificate and the statements contained herein are made for your benefit
          and
          the benefit of the Depositor.

        


        _____________________________________

        [Name
          of Transferor]

        


        By:__________________________________

        Name:

        Title:

        


        Dated:
          ___________, ____


        
          
            
            

          

          
            F-1

            
              

            

          

          
            
            

          

        


        EXHIBIT
          G

        


        FORM
          OF PURCHASER’S LETTER FOR

        INSTITUTIONAL
          ACCREDITED INVESTOR

        


                                       

        Date

        


        Dear
          Sirs:

        


        In
          connection with our proposed purchase of $______________ principal amount
          of
          Lehman XS Trust Mortgage Pass-Through Certificates, Series 2006-20 (the
          “Privately Offered Certificates”) of the Structured Asset Securities Corporation
          (the “Depositor”), we confirm that:

        


        
          	
                  (1)

                	
                  We
                    understand that the Privately Offered Certificates have not been,
                    and will
                    not be, registered under the Securities Act of 1933, as amended
                    (the
                    “Securities Act”), and may not be sold except as permitted in the
                    following sentence. We agree, on our own behalf and on behalf
                    of any
                    accounts for which we are acting as hereinafter stated, that
                    if we should
                    sell any Privately Offered Certificates within two years of the
                    later of
                    the date of original issuance of the Privately Offered Certificates
                    or the
                    last day on which such Privately Offered Certificates are owned
                    by the
                    Depositor or any affiliate of the Depositor we will do so only
                    (A) to the
                    Depositor, (B) to “qualified institutional buyers” (within the meaning of
                    Rule 144A under the Securities Act) in accordance with Rule 144A
                    under the
                    Securities Act (“QIBs”), (C) pursuant to the exemption from registration
                    provided by Rule 144 under the Securities Act, or (D) to an institutional
                    “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or
                    (7) of Regulation D under the Securities Act that is not a QIB
                    (an
                    “Institutional Accredited Investor”) which, prior to such transfer,
                    delivers to the Trustee under the Trust Agreement dated as of
                    December 1,
                    2006 (the “Trust Agreement”) by and among the Depositor, Aurora Loan
                    Services LLC, as Master Servicer, and LaSalle Bank National Association,
                    as Trustee (the “Trustee”), a signed letter in the form of this letter;
                    and we further agree, in the capacities stated above, to provide
                    to any
                    person purchasing any of the Privately Offered Certificates from
                    us a
                    notice advising such purchaser that resales of the Privately
                    Offered
                    Certificates are restricted as stated
                    herein.

                


        

        


        
          	
                  (2)

                	
                  We
                    understand that, in connection with any proposed resale of any
                    Privately
                    Offered Certificates to an Institutional Accredited Investor,
                    we will be
                    required to furnish to the Trustee and the Depositor a certification
                    from
                    such transferee in the form hereof to confirm that the proposed
                    sale is
                    being made pursuant to an exemption from, or in a transaction
                    not subject
                    to, the registration requirements of the Securities Act. We further
                    understand that the Privately Offered Certificates purchased
                    by us will
                    bear a legend to the foregoing
                    effect.

                


        

        


        
          	
                  (3)

                	
                  We
                    are acquiring the Privately Offered Certificates for investment
                    purposes
                    and not with a view to, or for offer or sale in connection with,
                    any
                    distribution in violation of the Securities Act. We have such
                    knowledge
                    and experience in financial and business matters as to be capable
                    of
                    evaluating the merits and risks of our investment in the Privately
                    Offered
                    Certificates, and we and any account for which we are acting
                    are each able
                    to bear the economic risk of such
                    investment.

                


        


        
          
            
            

          

          
            G-1

            
              

            

          

          
            
            

          

        


        


        
          	
                  (4)

                	
                  We
                    are an Institutional Accredited Investor and we are acquiring
                    the
                    Privately Offered Certificates purchased by us for our own account
                    or for
                    one or more accounts (each of which is an Institutional Accredited
                    Investor) as to each of which we exercise sole investment
                    discretion.

                


          	 	 


          	
                  (5)

                	We have received such information as we deem
                  necessary in
                  order to make our investment decision.


          	 	 


          	(6)	If we are acquiring ERISA-Restricted Certificates,
                  we
                  understand that in accordance with ERISA, the Code and the Exemption,
                  no
                  Plan and no person acting on behalf of such a Plan may acquire
                  such
                  Certificate except in accordance with Section 3.03(d) of the Trust
                  Agreement.


        

         

        Terms
          used in this letter which are not otherwise defined herein have the respective
          meanings assigned thereto in the Trust Agreement.

        


        You
          and the Depositor are entitled to rely upon this letter and are irrevocably
          authorized to produce this letter or a copy hereof to any interested party
          in
          any administrative or legal proceeding or official inquiry with respect
          to the
          matters covered hereby.

        


        Very
          truly yours,


         

        _____________________________________

        [Purchaser]

        


        By:
          ________________________________

        Name:
          

        Title:

        


        


        



        
          
            
            

          

          
            G-2

            
              

            

          

          
            
            

          

        


        EXHIBIT
          H

        


        FORM
          OF ERISA TRANSFER AFFIDAVIT

        
          

            
              	
                      STATE
                        OF NEW YORK

                    	
                      )

                    
	 	
                      )
                        ss.:

                    
	
                      
                        COUNTY
                          OF NEW YORK

                      

                    	
                      )

                    


            

          

        

        
 

        The
          undersigned, being first duly sworn, deposes and says as follows:

        


        1. The
          undersigned is the ______________________ of (the “Investor”), a [corporation
          duly organized] and existing under the laws of __________, on behalf of
          which he
          makes this affidavit.

        


        2. In
          the case of an ERISA-Restricted Certificate, the
          Investor either (x) is not, and on ___________ [date of transfer] will
          not be,
          an employee benefit plan or other retirement arrangement subject to Section
          406
          of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or
          Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”)
          (collectively, a “Plan”) or a person acting on behalf of any such Plan or
          investing the assets of any such Plan to acquire a Certificate; (y) if
          the
          Certificate has been the subject of an ERISA-Qualifying Underwriting, is
          an
          insurance company that is purchasing the Certificate with funds contained
          in an
“insurance company general account” as defined in Section V(e) of Prohibited
          Transaction Class Exemption (“PTCE”) 95-60 and the purchase and holding of the
          Certificate are covered under Sections I and III of PTCE 95-60; or (z)
          herewith
          delivers to the Trustee an opinion of counsel (a “Benefit Plan Opinion”)
          satisfactory to the Trustee, and upon which the Trustee, the Master Servicer,
          any NIMS Insurer and the Depositor shall be entitled to rely, to the effect
          that
          the purchase or holding of such Certificate by the Investor will not result
          in
          any non-exempt prohibited transactions under Title I of ERISA or Section
          4975 of
          the Code and will not subject the Trustee, the Master Servicer, any NIMS
          Insurer
          or the Depositor to any obligation in addition to those undertaken by such
          entities in the Trust Agreement, which opinion of counsel shall not be
          an
          expense of the Trust Fund or the above parties.

        


        3. In
          the
          case of an ERISA-Restricted Trust Certificate, prior to the termination
          of the
          Swap Agreement and the Cap Agreement, either (i) the Investor is neither
          a Plan
          nor a person acting on behalf of any such Plan or using the assets of any
          such
          Plan to effect such transfer or (ii) the acquisition and holding of the
          ERISA-Restricted Trust Certificate are eligible for exemptive relief under
          the
          statutory exemption for nonfiduciary service providers under Section 408(b)(17)
          of ERISA and Section 4975(d)(20) of the Code, PTCE 84-14, PTCE 90-1, PTCE
          91-38,
          PTCE 95-60 or PTCE 96-23 or some other applicable exemption.

        


        4. The
          Investor hereby acknowledges that under the terms of the Trust Agreement
          (the
“Agreement”) by and among Structured Asset Securities Corporation, as Depositor,
          Aurora Loan Services LLC, as Master Servicer, and LaSalle Bank National
          Association, as Trustee, dated as of December 1, 2006, regarding Lehman
          XS Trust
          Mortgage Pass-Through Certificates, Series 2006-20, no transfer of the
          ERISA-Restricted Certificates or the ERISA-Restricted Trust Certificates
          shall
          be permitted to be made to any person unless the Trustee has received a
          certificate from such transferee in the form hereof.


        
          
            
            

          

          
            H-1

            
              

            

          

          
            
            

          

        


        


        IN
          WITNESS WHEREOF, the Investor has caused this instrument to be executed
          on its
          behalf, pursuant to proper authority, by its duly authorized officer, duly
          attested, this ____ day of _______________, 20___.

        


        _________________________________

        [Investor]

        


        By:______________________________

        Name:

        Title:

        


        ATTEST:

        


        ____________________________________


         

        
          
            

              
                	
                        STATE
                          OF

                      	
                        )

                      
	 	
                        )
                          ss.:

                      
	
                        
                          COUNTY
                            OF

                        

                      	
                        )

                      


              

            

          

           

        

        


        Subscribed
          and sworn before me this _____ day of _________ 20___.

        


        ______________________________

        NOTARY
          PUBLIC

        


        My
          commission expires the

        _____
          day of __________, 20___.

        


        


        


        



        
          
            
            

          

          
            H-2

            
              

            

          

          
            
            

          

        


        EXHIBIT
          I

        


        [RESERVED]



        
          
            
            

          

          
            I-1

            
              

            

          

          
            
            

          

        


        EXHIBIT
          J

        


        [RESERVED]

        


         


        
          
            
            

          

          
            J-1

            
              

            

          

          
            
            

          

        


        EXHIBIT
          K

        


        CUSTODIAL
          AGREEMENTS

         

        
          	
                  1.

                	
                  The
                    Custodial Agreement dated and effective as of December 1, 2006,
                    by and
                    between Deutsche Bank National Trust Company, as custodian, and
                    LaSalle
                    Bank National Association, as
                    trustee.

                


        

         

        
          	
                  2.

                	
                  The
                    Custodial Agreement dated and effective as of December 1, 2006,
                    by and
                    between LaSalle Bank National Association, as custodian, and
                    LaSalle Bank
                    National Association, as trustee.

                


        

         

        
          	
                  3.

                	
                  The
                    Custodial Agreement dated and effective as of December 1, 2006,
                    by and
                    between Wells Fargo Bank, N.A., as custodian, and LaSalle Bank
                    National
                    Association, as trustee.

                


        

         

        
          	
                  4.

                	
                  The
                    Custodial Agreement dated and effective as of December 1, 2006,
                    by and
                    between U.S. Bank National Association, as custodian, and LaSalle
                    Bank
                    National Association, as trustee.

                


        

         


        
          
            
            

          

          
            K-1

            
              

            

          

          
            
            

          

        


        


        EXHIBIT
          L

        

          [Reserved]

          
             


            
              
                
                

              

              
                L-1

                
                  

                

              

              
                
                

              

            

             



        

        EXHIBIT
          M

        FORM
          OF BACK-UP CERTIFICATION TO BE PROVIDED TO

        THE
          DEPOSITOR AND/OR THE MASTER SERVICER BY THE TRUSTEE

        


        Structured
          Asset Securities Corporation

        745
          Seventh Avenue, 7th Floor

        New
          York,
          New York 10019

        Attention:
          Mortgage Finance, LXS 2006-20

        


        Aurora
          Loan Services LLC

        10350
          Park Meadows Drive

        Littleton,
          Colorado 80124

        

          Re:  Lehman
            XS Trust Mortgage
            Pass-Through Certificates, Series 2006-20


        

        Reference
          is made to the Trust
          Agreement dated as of December 1, 2006 (the “Trust Agreement”), by and among
          LaSalle Bank National Association, (the “Trustee”), Aurora Loan Services LLC, as
          master servicer (the “Master Servicer”), and Structured Asset Securities
          Corporation, as depositor (the “Depositor”). The Trustee
          hereby certifies to the Depositor and the Master Servicer, and its officers,
          directors and affiliates, and with the knowledge and intent that they will
          rely
          upon this certification, that:

        


        (i) I
          have
          reviewed the annual report on Form 10-K for the fiscal year [ ] (the “Annual
          Report”) and all reports on Form 10-D required to be filed in respect of the
          period covered by the Annual Report (collectively with the Annual Report,
          the
“Reports”), of the Trust; 

        


        (ii) Based
          on
          my knowledge, the Reports, taken as a whole, do not contain any untrue
          statement
          of a material fact or omit to state a material fact required to be stated
          therein or necessary to make the statements made, in light of the circumstances
          under which such statements were made, not misleading with respect to the
          period
          covered by the Annual Report;

        


        (iii) Based
          on
          my knowledge, the distribution information required to be provided by the
          Trustee under the Trust Agreement for inclusion in the Reports is included
          in
          the Reports.

        


        


        Date:

        


        LaSalle
          Bank National Association, as Trustee

        


        


        By: ____________________________

        Name: ____________________________

        Title: ____________________________

        ____________________________

        



        
          
            
            

          

          
            M-1

            
              

            

          

          
            
            

          

        


        EXHIBIT
          N-1

        SWAP
          AGREEMENT

         


        
          
            
            

          

          
            N-1-1

            
              

            

          

          
            
            

          

        


        EXHIBIT
          N-2

        CAP
          AGREEMENT


        
          
            
            

          

          
            N-2-1

            
              

            

          

          
            
            

          

        


        EXHIBIT
          O

        


        FORM
          OF
          CERTIFICATION REGARDING SERVICING CRITERIA TO BE ADDRESSED IN REPORT ON
          ASSESSMENT OF COMPLIANCE

         

        


        Where
          there are multiple checks for criteria the attesting party will identify
          in
          their management assertion that they are attesting only to the portion
          of the
          distribution chain they are responsible for in the related transaction
          agreements. Capitalized terms used herein but not defined herein shall
          have the
          meanings assigned to them in the Trust Agreement dated as of December 1,
          2006
          (the “Agreement”), by and among LaSalle Bank National Association (the
“Trustee”), Aurora Loan Services LLC, as master servicer (the “Master
          Servicer”), and Structured Asset Securities Corporation, as depositor (the
“Depositor”) with respect to Lehman XS Trust Mortgage Pass-Through Certificates,
          Series 2006-20. 

        
          	 	 	 	 	 
	
                  Reg
                    AB Reference

                	
                  Servicing
                    Criteria

                	
                  Paying
                    Agent

                  (including
                    the Trustee if acting as Paying Agent)

                	
                  Trustee

                	
                  Master
                    Servicer

                
	 	
                  General Servicing
                     Considerations

                	 	 	 
	
                  1122(d)(1)(i)

                	
                  Policies
                    and procedures are instituted to monitor any performance or other
                    triggers
                    and events of default in accordance with the transaction
                    agreements.

                	 	 	
                  X

                
	
                  1122(d)(1)(ii)

                	
                  If
                    any material servicing activities are outsourced to third parties,
                    policies and procedures are instituted to monitor the third party’s
                    performance and compliance with such servicing activities.


                	 	 	 
	
                  1122(d)(1)(iii)

                	
                  Any
                    requirements in the transaction agreements to maintain a back-up
                    servicer
                    for the mortgage loans are maintained. 

                	
                   

                	
                   

                	
                  X

                
	
                  1122(d)(1)(iv)

                	
                  A
                    fidelity bond and errors and omissions policy is in effect on
                    the party
                    participating in the servicing function throughout the reporting
                    period in
                    the amount of coverage required by and otherwise in accordance
                    with the
                    terms of the transaction agreements. 

                	 	 	
                  X

                
	 	
                  Cash Collection and Administration

                	 	 	 
	
                  1122(d)(2)(i)

                	
                  Payments
                    on 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

                	
                  X

                	
                  X

                
	
                  1122(d)(2)(ii)

                	
                  Disbursements
                    made via wire transfer on behalf of an obligor or to an investor
                    are made
                    only by authorized personnel. 

                	
                  X

                	 	
                  X

                


        


        
          
            
            

          

          
            O-1

            
              

            

          

          
            
            

          

        


        


        
          	 	 	 	 	 
	
                  Reg
                    AB Reference

                	
                  Servicing
                    Criteria

                	
                  Paying
                    Agent

                  (including
                    the Trustee if acting as Paying Agent)

                	
                  Trustee

                	
                  Master
                    Servicer

                
	
                  1122(d)(2)(iii)

                	
                  Advances
                    of funds or guarantees regarding collections, cash flows or distributions,
                    and any interest or other fees charged for such advances, are
                    made,
                    reviewed and approved as specified in the transaction agreements.
                    

                	 	 	
                  X

                
	
                  1122(d)(2)(iv)

                	
                  The
                    related accounts for the transaction, such as cash reserve accounts
                    or
                    accounts established as a form of over collateralization, are
                    separately
                    maintained (e.g., with respect to commingling of cash) as set
                    forth in the
                    transaction agreements. 

                	
                  X

                	
                  X

                	
                  X

                
	
                  1122(d)(2)(v)

                	
                  Each
                    custodial account is maintained at a federally insured depository
                    institution as set forth in the transaction agreements. For purposes
                    of
                    this criterion, “federally insured depository institution” with respect to
                    a foreign financial institution means a foreign financial institution
                    that
                    meets the requirements of Rule 13k-1(b)(1) of the Securities
                    Exchange Act.
                    

                	 	 	
                  X

                
	
                  1122(d)(2)(vi)

                	
                  Unissued
                    checks are safeguarded so as to prevent unauthorized access.
                    

                	
                  X

                	 	
                  X

                
	
                  1122(d)(2)(vii)
                    

                	
                  Reconciliations
                    are prepared on a monthly basis for all asset-backed securities
                    related
                    bank accounts, including custodial accounts and related bank
                    clearing
                    accounts. These reconciliations are (A) mathematically accurate;
                    (B)
                    prepared within 30 calendar days after the bank statement cutoff
                    date, or
                    such other number of days specified in the transaction agreements;
                    (C)
                    reviewed and approved by someone other than the person who prepared
                    the
                    reconciliation; and (D) contain explanations for reconciling
                    items. These
                    reconciling items are resolved within 90 calendar days of their
                    original
                    identification, or such other number of days specified in the
                    transaction
                    agreements. 

                	
                  X

                	 	
                  X

                
	 	
                  Investor
                    Remittances and Reporting

                	 	 	 
	
                  1122(d)(3)(i)

                	
                  Reports
                    to investors, including those to be filed with the Commission,
                    are
                    maintained in accordance with the transaction agreements and
                    applicable
                    Commission requirements. Specifically, such reports (A) are prepared
                    in
                    accordance with timeframes and other terms set forth in the transaction
                    agreements; (B) provide information calculated in accordance
                    with the
                    terms specified in the transaction agreements; (C) are filed
                    with the
                    Commission as required by its rules and regulations; and (D)
                    agree with
                    investors’ or the trustee’s records as to the total unpaid principal
                    balance and number of mortgage loans serviced by the Servicer.
                    

                	 	
                  X

                	
                  X

                


        


        
          
            
            

          

          
            O-2

            
              

            

          

          
            
            

          

        


        


        
          	 	 	 	 	 
	
                  Reg
                    AB Reference

                	
                  Servicing
                    Criteria

                	
                  Paying
                    Agent

                  (including
                    the Trustee if acting as Paying Agent)

                	
                  Trustee

                	
                  Master
                    Servicer

                
	
                  1122(d)(3)(ii)

                	
                  Amounts
                    due to investors are allocated and remitted in accordance with
                    timeframes,
                    distribution priority and other terms set forth in the transaction
                    agreements. 

                	
                  X

                	
                  X

                	
                  X

                
	
                  1122(d)(3)(iii)

                	
                  Disbursements
                    made to an investor are posted within two business days to the
                    Servicer’s
                    investor records, or such other number of days specified in the
                    transaction agreements. 

                	
                  X

                	 	
                   X

                
	
                  1122(d)(3)(iv)

                	
                  Amounts
                    remitted to investors per the investor reports agree with cancelled
                    checks, or other form of payment, or custodial bank statements.
                    

                	
                  X

                	 	
                  X

                
	 	
                  Pool
                    Asset Administration

                	 	 	 
	
                  1122(d)(4)(i)
                    

                	
                  Collateral
                    or security on mortgage loans is maintained as required by the
                    transaction
                    agreements or related pool asset documents. 

                	
                   

                	 	 
	
                  1122(d)(4)(ii)

                	
                  Mortgage
                    loans and related documents are safeguarded as required by the
                    transaction
                    agreements 

                	
                   

                	 	 
	
                  1122(d)(4)(iii)

                	
                  Any
                    additions, removals or substitutions to the asset pool are made,
                    reviewed
                    and approved in accordance with any conditions or requirements
                    in the
                    transaction agreements. 

                	
                   

                	 	 
	
                  1122(d)(4)(iv)

                	
                  Payments
                    on mortgage loans, including any payoffs, made in accordance
                    with the
                    related pool asset documents are posted to the Servicer’s obligor records
                    maintained no more than two business days after receipt, or such
                    other
                    number of days specified in the transaction agreements, and allocated
                    to
                    principal, interest or other items (e.g., escrow) in accordance
                    with the
                    related pool asset documents. 

                	 	 	 
	
                  1122(d)(4)(v)

                	
                  The
                    Servicer’s records regarding the 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. 

                	 	 	
                  X

                
	
                  1122(d)(4)(vii)

                	
                  Loss
                    mitigation or recovery actions (e.g., forbearance plans, modifications
                    and
                    deeds in lieu of foreclosure, foreclosures and repossessions,
                    as
                    applicable) are initiated, conducted and concluded in accordance
                    with the
                    timeframes or other requirements established by the transaction
                    agreements. 

                	 	 	
                  X

                


        


        
          
            
            

          

          
            O-3

            
              

            

          

          
            
            

          

        


        


        
          	 	 	 	 	 
	
                  Reg
                    AB Reference

                	
                  Servicing
                    Criteria

                	
                  Paying
                    Agent

                  (including
                    the Trustee if acting as Paying Agent)

                	
                  Trustee

                	
                  Master
                    Servicer

                
	
                  1122(d)(4)(viii)

                	
                  Records
                    documenting collection efforts are maintained during the period
                    a pool
                    asset is delinquent in accordance with the transaction agreements.
                    Such
                    records are maintained on at least a monthly basis, or such other
                    period
                    specified in the transaction agreements, and describe the entity’s
                    activities in monitoring delinquent 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 pool asset documents.
                    

                	 	 	 
	
                  1122(d)(4)(x)

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

                	 	 	 
	
                  1122(d)(4)(xi)

                	
                  Payments
                    made on behalf of an obligor (such as tax or insurance payments)
                    are made
                    on or before the related penalty or expiration dates, as indicated
                    on the
                    appropriate bills or notices for such payments, provided that
                    such support
                    has been received by the servicer at least 30 calendar days prior
                    to these
                    dates, or such other number of days specified in the transaction
                    agreements. 

                	 	 	
                   

                
	
                  1122(d)(4)(xii)

                	
                  Any
                    late payment penalties in connection with any payment to be made
                    on behalf
                    of an obligor are paid from the Servicer’s funds and not charged to the
                    obligor, unless the late payment was due to the obligor’s error or
                    omission. 

                	 	 	
                   

                
	
                  1122(d)(4)(xiii)

                	
                  Disbursements
                    made on behalf of an obligor are posted within two business days
                    to the
                    obligor’s records maintained by the servicer, or such other number of
                    days
                    specified in the transaction agreements. 

                	 	 	
                   

                
	
                  1122(d)(4)(xiv)
                    

                	
                  Delinquencies,
                    charge-offs and uncollectible accounts are recognized and recorded
                    in
                    accordance with the transaction agreements. 

                	 	 	
                  X

                
	
                  1122(d)(4)(xv)

                	
                  Any
                    external enhancement or other support, identified in Item 1114(a)(1)
                    through (3) or Item 1115 of Regulation AB, is maintained as set
                    forth in
                    the transaction agreements. 

                	 	
                  X

                	 


        

        


         


        
          
            
            

          

          
            O-4

            
              

            

          

          
            
            

          

        


        EXHIBIT
          P

        


        TRANSACTION
          PARTIES

         

        Sponsor
          and Seller: Lehman Brothers Holdings Inc.

        


        Depositor:
          Structured Asset Securities Corporation

        


        Trustee:
          LaSalle Bank National Association

        


        Securities
          Administrator: None

        


        Master
          Servicer: Aurora Loan Services LLC

        


        Swap
          Counterparty: IXIS Financial Products Inc.

        


        Cap
          Counterparty: IXIS Financial Products Inc.

        


        Servicer(s):
          Aurora Loan Services LLC, Mortgage Corporation, IndyMac Bank, F.S.B.,
          Countrywide Home Loans Servicing LP and National City Mortgage Co.

        


        Originator(s):
          Lehman Brothers Bank, IndyMac Bank, F.S.B., Option One Mortgage Corporation,
          National City Mortgage Co. Countrywide Home Loans, Inc. and
          LoanCity.

        


        Custodian(s):
          U.S. Bank National Association, LaSalle Bank National Association, Deutsche
          Bank
          National Trust Company and Wells Fargo Bank, N.A.



        
          
            
            

          

          
            P-1

            
              

            

          

          
            
            

          

        


        EXHIBIT
          Q

        


        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 Monthly Statement

                	
                  Master
                    Servicer

                  Servicer

                  Trustee

                
	
                  Any
                    information required by 1121 which is NOT included on the Monthly
                    Statement

                	
                  Depositor

                
	
                  Item
                    2: Legal Proceedings

                   

                  Any
                    legal proceeding pending against the following entities or their
                    respective property, that is material to Certificateholders,
                    including any
                    proceeding known to be contemplated by governmental
                    authorities:

                	 
	
                  ▪
                    Issuing Entity (Trust Fund)

                	
                  Trustee,
                    Master Servicer and Depositor

                
	
                  ▪
                    Sponsor (Seller)

                	
                  Depositor

                
	
                  ▪
                    Depositor

                	
                  Depositor

                
	
                  ▪
                    Trustee

                	
                  Trustee

                
	
                  ▪
                    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

                  Information
                    from Item 2(a) of Part II of Form 10-Q:

                   

                  With
                    respect to any sale of securities by the sponsor, depositor or
                    issuing
                    entity, that are backed by the same asset pool or are otherwise
                    issued by
                    the issuing entity, whether or not registered, provide the sales
                    and use
                    of proceeds information in Item 701 of Regulation S-K. Pricing
                    information
                    can be omitted if securities were not registered.

                	
                  Depositor

                
	
                   

                  Item
                    4: Defaults Upon Senior Securities

                   

                  Information
                    from Item 3 of Part II of Form 10-Q:

                   

                  Report
                    the occurrence of any Event of Default (after expiration of any
                    grace
                    period and provision of any required notice)

                	
                   

                  Trustee

                


        


        
          
            
            

          

          
            Q-1

            
              

            

          

          
            
            

          

        


        


        
          	 
	
                  ADDITIONAL
                    FORM 10-D DISCLOSURE

                
	
                  Item
                    on Form 10-D

                	
                  Party
                    Responsible 

                
	
                  Item
                    5: Submission of Matters to a Vote of Security
                    Holders

                   

                  Information
                    from Item 4 of Part II of Form 10-Q

                	
                  Trustee

                
	
                  Item
                    6: Significant Obligors of Pool Assets

                   

                  Item
                    1112(b) - Significant
                    Obligor Financial Information*

                	
                  Depositor

                
	
                  *This
                    information need only be reported on the Form 10-D for the distribution
                    period in which updated information is required pursuant to the
                    Item.

                	 
	
                  Item
                    7: Significant Enhancement Provider Information

                   

                	
                  Depositor

                
	
                  Item
                    8: Other Information

                   

                  Disclose
                    any information required to be reported on Form 8-K during the
                    period
                    covered by the Form 10-D but not reported

                	
                   

                   

                   

                  Any
                    party responsible for the applicable Form 8-K Disclosure
                    item

                
	
                  Item
                    9: Exhibits

                	 
	
                  Monthly
                    Statement to Certificateholders

                	
                  Trustee

                
	
                  Exhibits
                    required by Item 601 of Regulation S-K, such as material
                    agreements

                	
                  Depositor

                


        

         

        
 

        
          
            
            

          

          
            Q-2

            
              

            

          

          
            
            

          

        

        EXHIBIT
          R

        


        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

                  Disclose
                    any information required to be reported on Form 8-K during the
                    fourth
                    quarter covered by the Form 10-K but not reported

                	
                  Any
                    party responsible for disclosure items on Form 8-K

                
	
                  Item
                    15: Exhibits, Financial Statement Schedules

                	
                  Depositor

                
	
                  Reg
                    AB Item 1112(b): Significant Obligors of Pool
                    Assets

                	 
	
                  Significant
                    Obligor Financial Information*

                	
                  Depositor

                
	
                  *This
                    information need only be reported on the Form 10-K if 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-K if updated
                    information
                    is required pursuant to the Item.

                	
                  Depositor

                
	
                  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-K if updated
                    information
                    is required pursuant to the Item.

                	 
	
                  Reg
                    AB Item 1117: Legal Proceedings

                   

                  Any
                    legal proceeding pending against the following entities or their
                    respective property, that is material to Certificateholders,
                    including any
                    proceeding known to be contemplated by governmental
                    authorities:

                	 


        


        
          
            
            

          

          
            R-1

            
              

            

          

          
            
            

          

        


        


        
          	 
	
                  ADDITIONAL
                    FORM 10-K DISCLOSURE

                
	
                  Item
                    on Form 10-K

                	
                  Party
                    Responsible 

                
	
                  ▪
                    Issuing Entity (Trust Fund)

                	
                  Trustee,
                    Master Servicer and Depositor

                
	
                  ▪
                    Sponsor (Seller)

                	
                  Depositor

                
	
                  ▪
                    Depositor

                	
                  Depositor

                
	
                  ▪
                    Trustee

                	
                  Trustee

                
	
                  ▪
                    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 (Seller), Depositor or Issuing Entity is an affiliate
                    of
                    the following parties, and (b) to the extent known and material,
                    any of
                    the following parties are affiliated with one another:

                	
                  Depositor
                    as to (a) 

                  Sponsor/Seller
                    as to (a)

                
	
                  ▪
                    Master Servicer

                	
                  Master
                    Servicer 

                
	
                  ▪
                    Trustee

                	
                  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 (Seller), Depositor or Issuing Entity on the one hand,
                    and (b) any
                    of the following parties (or their affiliates) on the other hand,
                    that
                    exist currently or within the past two years and that are material
                    to a
                    Certificateholder’s understanding of the Certificates:

                	
                  Depositor
                    as to (a) 

                  Sponsor/Seller
                    as to (a)

                
	
                  ▪
                    Master Servicer

                	
                  Master
                    Servicer 

                
	
                  ▪
                    Trustee

                	
                  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

                


        


        
          
            
            

          

          
            R-2

            
              

            

          

          
            
            

          

        


        


        
          	 
	
                  ADDITIONAL
                    FORM 10-K DISCLOSURE

                
	
                  Item
                    on Form 10-K

                	
                  Party
                    Responsible 

                
	
                  ▪
                    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 (Seller), Depositor or Issuing
                    Entity on
                    the one hand, and (b) any of the following parties (or their
                    affiliates)
                    on the other hand, that exist currently or within the past two
                    years and
                    that are material:

                	
                  Depositor
                    as to (a) 

                  Sponsor/Seller
                    as to (a)

                
	
                  ▪
                    Master Servicer

                	
                  Master
                    Servicer 

                
	
                  ▪
                    Trustee

                	
                  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

                


        

        



        
          
            
            

          

          
            R-3

            
              

            

          

          
            
            

          

        


        EXHIBIT
          S

        


        Form
          8-K
          Disclosure Information


        
          	 
	
                  FORM
                    8-K DISCLOSURE INFORMATION

                
	
                  Item
                    on Form 8-K

                	
                  Party
                    Responsible 

                
	
                  Item
                    1.01- Entry into a Material Definitive Agreement

                   

                  Disclosure
                    is required regarding entry into or amendment of any definitive
                    agreement
                    that is material to the securitization, even if depositor is
                    not a party.
                    

                   

                  Examples:
                    servicing agreement, custodial agreement.

                   

                  Note:
                    disclosure not required as to definitive agreements that are
                    fully
                    disclosed in the prospectus

                	
                  All
                    parties

                
	
                  Item
                    1.02- Termination of a Material Definitive Agreement

                   

                  Disclosure
                    is required regarding termination of any definitive agreement
                    that is
                    material to the securitization (other than expiration in accordance
                    with
                    its terms), even if depositor is not a party. 

                   

                  Examples:
                    servicing agreement, custodial agreement.

                	
                  All
                    parties

                
	
                  Item
                    1.03- Bankruptcy or Receivership

                   

                  Disclosure
                    is required regarding the bankruptcy or receivership, with respect
                    to any
                    of the following: 

                	
                  Depositor

                
	
                  ▪
                    Sponsor (Seller)

                	
                  Depositor/Sponsor
                    (Seller)

                
	
                  ▪
                    Depositor

                	
                  Depositor

                
	
                  ▪
                    Master Servicer

                	
                  Master
                    Servicer

                
	
                  ▪
                    Affiliated Servicer

                	
                  Servicer

                
	
                  ▪
                    Other Servicer servicing 20% or more of the pool assets at the
                    time of the
                    report

                	
                  Servicer

                
	
                  ▪
                    Other material servicers

                	
                  Servicer

                
	
                  ▪
                    Trustee

                	
                  Trustee

                
	
                  ▪
                    Significant Obligor

                	
                  Depositor

                
	
                  ▪
                    Credit Enhancer (10% or more)

                	
                  Depositor

                
	
                  ▪
                    Derivative Counterparty

                	
                  Depositor

                


        


        
          
            
            

          

          
            S-1

            
              

            

          

          
            
            

          

        


        


        
          	 
	
                  FORM
                    8-K DISCLOSURE INFORMATION

                
	
                  Item
                    on Form 8-K

                	
                  Party
                    Responsible 

                
	
                  ▪
                    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 monthly statements to the certificateholders.

                	
                  Depositor

                  Master
                    Servicer

                  Trustee

                
	
                  Item
                    3.03- Material Modification to Rights of Security
                    Holders

                   

                  Disclosure
                    is required of any material modification to documents defining
                    the rights
                    of Certificateholders, including the Pooling and Servicing
                    Agreement.

                	
                  Trustee

                  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/Depositor/

                  Servicer/Trustee

                
	
                  Reg
                    AB disclosure about any new servicer or master servicer is also
                    required.

                	
                  Servicer/Master
                    Servicer/Depositor

                
	
                  Reg
                    AB disclosure about any new Trustee is also required.

                	
                  Trustee

                
	
                  Item
                    6.03- Change in Credit Enhancement or External
                    Support

                  Covers
                    termination of any enhancement in manner other than by its terms,
                    the
                    addition of an enhancement, or a material change in the enhancement
                    provided. Applies to external credit enhancements as well as
                    derivatives.
                    

                	
                  Depositor/Trustee

                


        


        
          
            
            

          

          
            S-2

            
              

            

          

          
            
            

          

        


        


        
          	 
	
                  FORM
                    8-K DISCLOSURE INFORMATION

                
	
                  Item
                    on Form 8-K

                	
                  Party
                    Responsible 

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

                	
                  Depositor

                
	
                  Item
                    6.04- Failure to Make a Required Distribution

                	
                  Trustee

                
	
                  Item
                    6.05- Securities Act Updating Disclosure

                   

                  If
                    any material pool characteristic differs by 5% or more at the
                    time of
                    issuance of the securities from the description in the final
                    prospectus,
                    provide updated Reg AB disclosure about the actual asset
                    pool.

                	
                  Depositor

                
	
                  If
                    there are any new servicers or originators required to be disclosed
                    under
                    Regulation AB as a result of the foregoing, provide the information
                    called
                    for in Items 1108 and 1110 respectively.

                	
                  Depositor

                
	
                  Item
                    7.01- Reg FD Disclosure

                	
                  All
                    parties

                
	
                  Item
                    8.01- Other Events

                   

                  Any
                    event, with respect to which information is not otherwise called
                    for in
                    Form 8-K, that the registrant deems of importance to
                    certificateholders.

                	
                  Depositor

                
	
                  Item
                    9.01- Financial Statements and Exhibits

                	
                  Responsible
                    party for reporting/disclosing the financial statement or
                    exhibit

                


        

        


        


         


        
          
            
            

          

          
            S-3

            
              

            

          

          
            
            

          

        


        SCHEDULE
          A

        


        MORTGAGE
          LOAN SCHEDULE

        


        [On
          file
          with McKee Nelson LLP]