Unassociated Document


    

      Execution

    

     

    
 

    STRUCTURED
      ASSET SECURITIES CORPORATION, as Depositor,

     

    


    AURORA
      LOAN SERVICES LLC, as Master Servicer,

     

    and

     

    WELLS
      FARGO BANK, N.A.,

     

    as
      Trustee

     

    ___________________________

     

    TRUST
      AGREEMENT

     

    Dated
      as
      of December 1, 2006

    ___________________________

     

    LEHMAN
      MORTGAGE TRUST

    MORTGAGE
      PASS-THROUGH CERTIFICATES

    SERIES
      2006-9

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

      TABLE
        OF
        CONTENTS

       

      Page

    

    
      
        
          

            

              
                	
                         

                        ARTICLE
                          I DEFINITIONS

                         

                      	
                         

                        8

                         

                      
	
                        Section
                          1.01. 

                      	
                        Definitions.

                      	
                        8

                      
	
                        Section
                          1.02. 

                      	
                        Calculations
                          Respecting Mortgage Loans.

                      	
                        48

                      
	
                         

                        ARTICLE
                          II DECLARATION OF TRUST; ISSUANCE OF CERTIFICATES

                         

                      	
                         

                        49

                         

                      
	
                        Section
                          2.01. 

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

                      	
                        49

                      
	
                        Section
                          2.02. 

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

                      	
                        53

                      
	
                        Section
                          2.03. 

                      	
                        Representations
                          and Warranties of the Depositor.

                      	
                        55

                      
	
                        Section
                          2.04. 

                      	
                        Discovery
                          of Breach.

                      	
                        56

                      
	
                        Section
                          2.05. 

                      	
                        Repurchase,
                          Purchase or Substitution of Mortgage Loans.

                      	
                        57

                      
	
                        Section
                          2.06. 

                      	
                        Grant
                          Clause.

                      	
                        58

                      
	
                         

                        ARTICLE
                          III THE CERTIFICATES

                         

                      	
                         

                        60

                         

                      
	
                        Section
                          3.01. 

                      	
                        The
                          Certificates.

                      	
                        60

                      
	
                        Section
                          3.02. 

                      	
                        Registration.

                      	
                        61

                      
	
                        Section
                          3.03. 

                      	
                        Transfer
                          and Exchange of Certificates.

                      	
                        62

                      
	
                        Section
                          3.04. 

                      	
                        Cancellation
                          of Certificates.

                      	
                        68

                      
	
                        Section
                          3.05. 

                      	
                        Replacement
                          of Certificates.

                      	
                        68

                      
	
                        Section
                          3.06. 

                      	
                        Persons
                          Deemed Owners.

                      	
                        68

                      
	
                        Section
                          3.07. 

                      	
                        Temporary
                          Certificates.

                      	
                        69

                      
	
                        Section
                          3.08. 

                      	
                        Appointment
                          of Paying Agent.

                      	
                        69

                      
	
                        Section
                          3.09. 

                      	
                        Book-Entry
                          Certificates.

                      	
                        70

                      
	
                        Section
                          3.10. 

                      	
                        Deposit
                          of Underlying REMIC Certificates under the Exchange Trust
                          Agreement.

                      	
                        72

                      
	
                         

                        ARTICLE
                          IV ADMINISTRATION OF THE TRUST FUND

                         

                      	
                         

                        72

                         

                      
	
                        Section
                          4.01. 

                      	
                        Collection
                          Account.

                      	
                        72

                      
	
                        Section
                          4.02. 

                      	
                        Application
                          of Funds in the Collection Account.

                      	
                        74

                      
	
                        Section
                          4.03. 

                      	
                        Reports
                          to Certificateholders.

                      	
                        76

                      
	
                        Section
                          4.04. 

                      	
                        Certificate
                          Account.

                      	
                        80

                      
	
                         

                        ARTICLE
                          V DISTRIBUTIONS TO HOLDERS OF CERTIFICATES

                         

                      	
                         

                        81

                         

                      
	
                        Section
                          5.01. 

                      	
                        Distributions
                          Generally.

                      	
                        81

                      
	
                        Section
                          5.02. 

                      	
                        Distributions
                          from the Certificate Account.

                      	
                        82

                      
	
                        Section
                          5.03. 

                      	
                        Allocation
                          of Realized Losses.

                      	
                        89

                      
	
                        Section
                          5.04. 

                      	
                        Advances
                          by the Master Servicer and the Trustee.

                      	
                        90

                      
	
                        Section
                          5.05. 

                      	
                        Compensating
                          Interest Payments.

                      	
                        91

                      
	
                        Section
                          5.06. 

                      	
                        Supplemental
                          Interest Trust.

                      	
                        91

                      
	
                        Section
                          5.07. 

                      	
                        The
                          Reserve Funds.

                      	
                        92

                      
	
                         

                        ARTICLE
                          VI CONCERNING THE TRUSTEE; EVENTS OF DEFAULT

                         

                      	
                         

                        93

                         

                      
	
                        Section
                          6.01. 

                      	
                        Duties
                          of Trustee.

                      	
                        93

                      


              

               

              
                
                  
                  

                

                
                  i

                  
                    

                  

                

                
                  
                  

                

              

               

              
                	
                        Section
                          6.02. 

                      	
                        Certain
                          Matters Affecting the Trustee.

                      	
                        96

                      
	
                        Section
                          6.03. 

                      	
                        Trustee
                          Not Liable for Certificates.

                      	
                        97

                      
	
                        Section
                          6.04. 

                      	
                        Trustee
                          May Own Certificates.

                      	
                        98

                      
	
                        Section
                          6.05. 

                      	
                        Eligibility
                          Requirements for Trustee .

                      	
                        98

                      
	
                        Section
                          6.06. 

                      	
                        Resignation
                          and Removal of Trustee.

                      	
                        98

                      
	
                        Section
                          6.07. 

                      	
                        Successor
                          Trustee.

                      	
                        99

                      
	
                        Section
                          6.08. 

                      	
                        Merger
                          or Consolidation of Trustee.

                      	
                        100

                      
	
                        Section
                          6.09. 

                      	
                        Appointment
                          of Co-Trustee, Separate Trustee or Custodian.

                      	
                        101

                      
	
                        Section
                          6.10. 

                      	
                        Authenticating
                          Agents.

                      	
                        102

                      
	
                        Section
                          6.11. 

                      	
                        Indemnification
                          of Trustee.

                      	
                        103

                      
	
                        Section
                          6.12. 

                      	
                        Fees
                          and Expenses of Trustee and Custodian.

                      	
                        104

                      
	
                        Section
                          6.13. 

                      	
                        Collection
                          of Monies.

                      	
                        104

                      
	
                        Section
                          6.14. 

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

                      	
                        104

                      
	
                        Section
                          6.15. 

                      	
                        Additional
                          Remedies of Trustee Upon Event of Default.

                      	
                        109

                      
	
                        Section
                          6.16. 

                      	
                        Waiver
                          of Defaults.

                      	
                        109

                      
	
                        Section
                          6.17. 

                      	
                        Notification
                          to Holders.

                      	
                        110

                      
	
                        Section
                          6.18. 

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

                      	
                        110

                      
	
                        Section
                          6.19. 

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

                      	
                        110

                      
	
                        Section
                          6.20. 

                      	
                        Preparation
                          of Tax Returns and Other Reports.

                      	
                        110

                      
	
                        Section
                          6.21. 

                      	
                        [Reserved]

                      	
                        118

                      
	
                        Section
                          6.22. 

                      	
                        No
                          Merger.

                      	
                        118

                      
	
                        Section
                          6.23. 

                      	
                        Indemnification
                          by the Trustee and Paying Agent.

                      	
                        118

                      
	
                        Section
                          6.24. 

                      	
                        Compliance
                          with Regulation AB.

                      	
                        118

                      
	
                         

                        ARTICLE
                          VII PURCHASE AND TERMINATION OF THE TRUST FUND

                         

                      	
                         

                        119

                         

                      
	
                        Section
                          7.01. 

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

                      	
                        119

                      
	
                        Section
                          7.02. 

                      	
                        Procedure
                          Upon Termination of Trust Fund.

                      	
                        120

                      
	
                        Section
                          7.03. 

                      	
                        Additional
                          Requirements for any Trust Fund Termination Events or Purchase
                          of the
                          Lower Tier REMIC 1 Uncertificated Regular Interests.

                      	
                        122

                      
	
                        Section
                          7.04. 

                      	
                        Charged-off
                          Loans and Released Mortgage Loans.

                      	
                        123

                      
	
                         

                        ARTICLE
                          VIII RIGHTS OF CERTIFICATEHOLDERS

                         

                      	
                         

                        124

                         

                      
	
                        Section
                          8.01. 

                      	
                        Limitation
                          on Rights of Holders.

                      	
                        124

                      
	
                        Section
                          8.02. 

                      	
                        Access
                          to List of Holders.

                      	
                        124

                      
	
                        Section
                          8.03. 

                      	
                        Acts
                          of Holders of Certificates.

                      	
                        125

                      
	
                         

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

                         

                      	
                         

                        126

                         

                      
	
                        Section
                          9.01. 

                      	
                        Duties
                          of the Master Servicer.

                      	
                        126

                      
	
                        Section
                          9.02. 

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

                      	
                        126

                      
	
                        Section
                          9.03. 

                      	
                        Master
                          Servicer’s Financial Statements and Related Information.

                      	
                        127

                      
	
                        Section
                          9.04. 

                      	
                        Power
                          to Act; Procedures.

                      	
                        127

                      


              

               

              
                
                  
                  

                

                
                  ii

                  
                    

                  

                

                
                  
                  

                

              

               

              
                	
                        Section
                          9.05. 

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

                      	
                        130

                      
	
                        Section
                          9.06. 

                      	
                        Collection
                          of Taxes, Assessments and Similar Items.

                      	
                        131

                      
	
                        Section
                          9.07. 

                      	
                        Termination
                          of Servicing Agreements; Successor Servicers.

                      	
                        131

                      
	
                        Section
                          9.08. 

                      	
                        Master
                          Servicer Liable for Enforcement.

                      	
                        132

                      
	
                        Section
                          9.09. 

                      	
                        No
                          Contractual Relationship Between Servicers and Trustee
                          or
                          Depositor.

                      	
                        132

                      
	
                        Section
                          9.10. 

                      	
                        Assumption
                          of Servicing Agreement by Trustee.

                      	
                        132

                      
	
                        Section
                          9.11. 

                      	
                        “Due-on-Sale”
                          Clauses; Assumption Agreements.

                      	
                        133

                      
	
                        Section
                          9.12. 

                      	
                        Release
                          of Mortgage Files.

                      	
                        134

                      
	
                        Section
                          9.13. 

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

                      	
                        135

                      
	
                        Section
                          9.14. 

                      	
                        Representations
                          and Warranties of the Master Servicer.

                      	
                        136

                      
	
                        Section
                          9.15. 

                      	
                        Closing
                          Certificate and Opinion.

                      	
                        138

                      
	
                        Section
                          9.16. 

                      	
                        Standard
                          Hazard and Flood Insurance Policies.

                      	
                        139

                      
	
                        Section
                          9.17. 

                      	
                        Presentment
                          of Claims and Collection of Proceeds.

                      	
                        139

                      
	
                        Section
                          9.18. 

                      	
                        Maintenance
                          of the Primary Mortgage Insurance Policies.

                      	
                        139

                      
	
                        Section
                          9.19. 

                      	
                        Trustee
                          To Retain Possession of Certain Insurance Policies and
                          Documents.

                      	
                        140

                      
	
                        Section
                          9.20. 

                      	
                        Realization
                          Upon Defaulted Mortgage Loans.

                      	
                        140

                      
	
                        Section
                          9.21. 

                      	
                        Compensation
                          to the Master Servicer.

                      	
                        141

                      
	
                        Section
                          9.22. 

                      	
                        REO
                          Property.

                      	
                        141

                      
	
                        Section
                          9.23. 

                      	
                        Notices
                          to the Depositor and the Trustee

                      	
                        142

                      
	
                        Section
                          9.24. 

                      	
                        Reports
                          to the Trustee.

                      	
                        143

                      
	
                        Section
                          9.25. 

                      	
                        Assessment
                          of Compliance and Attestation Reports.

                      	
                        143

                      
	
                        Section
                          9.26. 

                      	
                        Annual
                          Statement of Compliance with Applicable Servicing
                          Criteria.

                      	
                        145

                      
	
                        Section
                          9.27. 

                      	
                        Merger
                          or Consolidation.

                      	
                        146

                      
	
                        Section
                          9.28. 

                      	
                        Resignation
                          of Master Servicer.

                      	
                        146

                      
	
                        Section
                          9.29. 

                      	
                        Assignment
                          or Delegation of Duties by the Master Servicer.

                      	
                        146

                      
	
                        Section
                          9.30. 

                      	
                        Limitation
                          on Liability of the Master Servicer and Others.

                      	
                        147

                      
	
                        Section
                          9.31. 

                      	
                        Indemnification;
                          Third-Party Claims.

                      	
                        148

                      
	
                        Section
                          9.32. 

                      	
                        Special
                          Servicing of Delinquent Mortgage Loans.

                      	
                        148

                      
	
                         

                        ARTICLE
                          X REMIC ADMINISTRATION

                         

                      	
                         

                        148

                         

                      
	
                        Section
                          10.01. 

                      	
                        REMIC
                          Administration.

                      	
                        148

                      
	
                        Section
                          10.02. 

                      	
                        Prohibited
                          Transactions and Activities.

                      	
                        151

                      
	
                        Section
                          10.03. 

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

                      	
                        151

                      
	
                        Section
                          10.04. 

                      	
                        REO
                          Property.

                      	
                        152

                      
	
                         

                        ARTICLE
                          XI MISCELLANEOUS PROVISIONS

                         

                      	
                         

                        153

                         

                      
	
                        Section
                          11.01. 

                      	
                        Binding
                          Nature of Agreement; Assignment.

                      	
                        153

                      
	
                        Section
                          11.02. 

                      	
                        Entire
                          Agreement.

                      	
                        153

                      
	
                        Section
                          11.03. 

                      	
                        Amendment.

                      	
                        153

                      
	
                        Section
                          11.04. 

                      	
                        Voting
                          Rights.

                      	
                        155

                      
	
                        Section
                          11.05. 

                      	
                        Provision
                          of Information.

                      	
                        155

                      


              

               

              
                
                  
                  

                

                
                  iii

                  
                    

                  

                

                
                  
                  

                

              

               

              
                	
                        Section
                          11.06. 

                      	
                        Governing
                          Law.

                      	
                        156

                      
	
                        Section
                          11.07. 

                      	
                        Notices.

                      	
                        156

                      
	
                        Section
                          11.08. 

                      	
                        Severability
                          of Provisions.

                      	
                        156

                      
	
                        Section
                          11.09. 

                      	
                        Indulgences;
                          No Waivers.

                      	
                        156

                      
	
                        Section
                          11.10. 

                      	
                        Headings
                          Not To Affect Interpretation.

                      	
                        156

                      
	
                        Section
                          11.11. 

                      	
                        Benefits
                          of Agreement.

                      	
                        157

                      
	
                        Section
                          11.12. 

                      	
                        Special
                          Notices to the Rating Agencies.

                      	
                        157

                      
	
                        Section
                          11.13. 

                      	
                        Counterparts.

                      	
                        158

                      
	
                        Section
                          11.14. 

                      	
                        Transfer
                          of Servicing.

                      	
                        158

                      


              

            

          

        

      

    

     

    
      
        	
                Exhibits

              	 
	 	 
	
                Exhibit
                  A

              	
                Forms
                  of Certificates

              
	
                Exhibit
                  B-1

              	
                Form
                  of Initial Certification

              
	
                Exhibit
                  B-2

              	
                Form
                  of Interim Certification

              
	
                Exhibit
                  B-3

              	
                Form
                  of Final Certification

              
	
                Exhibit
                  B-4

              	
                Form
                  of Endorsement

              
	
                Exhibit
                  C

              	
                Request
                  for Release of Documents and Receipt

              
	
                Exhibit
                  D-l

              	
                Form
                  of Residual Certificate Transfer Affidavit (Transferee)

              
	
                Exhibit
                  D-2

              	
                Form
                  of Residual Certificate Transfer Affidavit (Transferor)

              
	
                Exhibit
                  E

              	
                List
                  of Servicing Agreements

              
	
                Exhibit
                  F

              	
                Form
                  of Rule 144A Transfer Certificate

              
	
                Exhibit
                  G

              	
                Form
                  of Purchaser’s Letter for Institutional Accredited
                  Investors

              
	
                Exhibit
                  H

              	
                Form
                  of ERISA Transfer Affidavit

              
	
                Exhibit
                  I

              	
                Transaction
                  Parties

              
	
                Exhibit
                  J

              	
                Class
                  1-A2 and Class 1-A5 Cap Agreements

              
	
                Exhibit
                  K

              	
                Custodial
                  Agreements

              
	
                Exhibit
                  L-1

              	
                Additional
                  Form 10-D Disclosure

              
	
                Exhibit
                  L-2

              	
                Additional
                  Form 10-K Disclosure 

              
	
                Exhibit
                  L-3

              	
                Additional
                  Form 8-K Disclosure

              
	
                Exhibit
                  L-4

              	
                Additional
                  Disclosure Notification

              
	
                Exhibit
                  M

              	
                Monthly
                  Electronic Data Transmission

              
	
                Exhibit
                  N-1

              	
                Form
                  of Transfer Certificate for Transfer from Restricted Global Security
                  to
                  Regulation S Global Security pursuant to Section
                  3.03(h)(B)

              
	
                Exhibit
                  N-2

              	
                Form
                  of Transfer Certificate for Transfer from Regulation S Global Security
                  to
                  Restricted Global Security pursuant to Section
                  3.03(h)(C)

              
	
                Exhibit
                  O

              	
                Senior
                  Principal Priorities

              
	
                Exhibit
                  P

              	
                Form
                  Certification to be Provided to Depositor and/or Master Servicer
                  by the
                  Trustee

              
	
                Exhibit
                  Q

              	
                Relevant
                  Servicing Criteria to be Addressed in Report on Assessment of
                  Compliance

              
	
                Exhibit
                  R

              	
                Form
                  of Exchange Trust Agreement (including Available Combination
                  Schedule)

              
	
                Exhibit
                  S

              	
                Class
                  Table

              
	
                Exhibit
                  T

              	
                Applicable
                  Fractions Table

              
	
                Exhibit
                  U

              	
                Scheduled
                  Principal Tables

              
	
                Exhibit
                  V

              	
                Monthly
                  Electronic Data Transmission

              


      

    

     

    
      
        
        

      

      
        iv

        
          

        

      

      
        
        

      

    

     

    
      Mortgage
        Loan Schedules

      


      Schedule
        A All
        Mortgage Loans

    

     

    
      
        
        

      

      
        v

        
          

        

      

      
        
        

      

    

     

    
      This
        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 WELLS
        FARGO BANK, N.A.,
        as
        trustee (the “Trustee”).

       

      PRELIMINARY
        STATEMENT

       

      The
        Depositor has acquired the Mortgage Loans from Lehman Brothers Holdings Inc.
        (the “Seller”) and at the Closing Date is the owner of the Mortgage Loans and
        the other property being conveyed by it to the Trustee 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 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. The Depositor 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, the Trustee shall elect that the Trust Fund (exclusive of
        any
        Supplemental Interest Trust, any Cap Agreement and any Basis Risk Reserve
        Fund
        (the “Excluded Trust Assets”) be treated for federal income tax purposes as
        comprising four real estate mortgage investment conduits (each a “REMIC” or, in
        the alternative, REMIC I, REMIC IIA, REMIC IIB and REMIC III (the “Upper Tier
        REMIC”)). Each Underlying REMIC Certificate and each Certificate (other than the
        Exchange and Exchangeable Certificates and the Class X, Class LT-R or Class
        R
        Certificate), represents ownership of one or more regular interests in REMIC
        III
        for purposes of the REMIC Provisions. Each Exchange and Exchangeable Certificate
        represents beneficial ownership of one or more regular interests in a REMIC
        for
        purposes of the REMIC Provisions. The Class LT-R Certificate represents
        ownership of the sole class of residual interest in REMIC I for purposes
        of the
        REMIC Provisions. The Class R Certificate represents ownership of the sole
        class
        of residual interest in REMIC IIA, REMIC IIB and the Upper Tier REMIC for
        purposes of the REMIC Provisions. 

       

      The
        Upper
        Tier REMIC shall hold as its assets the several Classes of uncertificated
        Lower
        Tier Interests in REMIC IIB, other than the Class R-2B Interest, and each
        such
        Lower Tier Interest is hereby designated as a regular interest in REMIC IIB
        for
        purposes of the REMIC Provisions. REMIC IIB shall hold as its assets the
        several
        Classes of uncertificated Lower Tier Interests in REMIC IIA, other than the
        Class R-2A Interest, and each such Lower Tier Interest is hereby designated
        as a
        regular interest in REMIC IIA. REMIC IIA shall hold as its assets the several
        Classes of uncertificated Lower Tier Interests in REMIC I, and each such
        Lower
        Tier Interest is hereby designated as a regular interest in REMIC I. REMIC
        I
        shall hold as its assets the property of the Trust Fund other than the Lower
        Tier Interests in REMIC I, REMIC IIA and REMIC IIB.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

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

       

      REMIC
        I:

       

      REMIC
        I
        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 REMIC I (the “REMIC I Regular Interests”). Each REMIC I Regular
        Interest shall have an initial principal balance equal to the Scheduled
        Principal Balance of the Mortgage Loan to which it relates and shall bear
        interest at a per annum rate equal to the Net Mortgage Rate of such Mortgage
        Loan. In the event a Qualified Substitute Mortgage Loan is substituted for
        such
        Mortgage Loan (the “Original Mortgage Loan”), no amount of interest payable on
        such Qualified Substitute Mortgage Loan shall be distributed on such REMIC
        I
        Regular Interest at a rate in excess of the Net Mortgage Rate of the Original
        Mortgage Loan.

       

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

       

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

       

      On
        each
        Distribution Date, the Trustee shall distribute the Prepayment Penalty Amounts
        collected during the preceding Prepayment Period, in the case of Principal
        Prepayments in full, or during the related Due Period, in the case of Principal
        Prepayments in part, to the Lower Tier Interest in REMIC I corresponding
        to the
        Mortgage Loan with respect to which such amounts were received.

       

      On
        each
        Distribution Date, the Trustee shall first pay or charge as an expense of
        REMIC
        I all expenses of the Trust Fund for such Distribution Date.

       

      REMIC
        IIA

       

      REMIC
        IIA
        shall hold as assets the REMIC I Regular Interests. REMIC IIA shall issue
        the
        several classes of uncertificated REMIC IIA Interests set out below. Each
        such
        REMIC IIA Interest, other than the Class R-2A Interest, is hereby designated
        as
        a regular interest in REMIC IIA. The following table specifies the Class
        designation, interest rate, and principal amount for each Class of REMIC
        IIA
        Interests:

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      
        	
                REMIC
                  IIA

                Class

                Designation

              	 	
                 

                Interest
                  Rate

              	 	
                Initial
                  Class

                Principal

                Amount

              	 	
                 

                Corresponding
                  Class of Certificates

              	 
	
                LTII-1-A1

              	 	 	
                5.75%

              	 	
                $

              	
                40,744,000.00

              	 	 	
                1-A1

              	 
	
                LTII-1-A2

              	 	 	
                5.75%

              	 	
                $

              	
                24,300,000.00

              	 	 	
                1-A2,
                  1-A8

              	 
	
                LTII-1-A3

              	 	 	
                5.75%

              	 	
                $

              	
                21,004,000.00

              	 	 	
                1-A3

              	 
	
                LTII-1-A4

              	 	 	
                5.75%

              	 	
                $

              	
                9,824,000.00

              	 	 	
                1-A4

              	 
	
                LTII-1-A5

              	 	 	
                5.75%

              	 	
                $

              	
                47,069,000.00

              	 	 	
                1-A5,
                  1-A7

              	 
	
                LTII-1-A10

              	 	 	
                5.75%

              	 	
                $

              	
                1,670,000.00

              	 	 	
                1-A10

              	 
	
                LTII-1-A11

              	 	 	
                5.75%

              	 	
                $

              	
                3,575,000.00

              	 	 	
                1-A11

              	 
	
                LTII-1-A12

              	 	 	
                5.75%

              	 	
                $

              	
                10,000.00

              	 	 	
                1-A12

              	 
	
                LTII-1-A13

              	 	 	
                5.75%

              	 	
                $

              	
                10,000.00

              	 	 	
                1-A13

              	 
	
                LTII-1-A14

              	 	 	
                5.75%

              	 	
                $

              	
                8,858,000.00

              	 	 	
                1-A14

              	 
	
                LTII-1-A15

              	 	 	
                5.75%

              	 	
                $

              	
                4,567,000.00

              	 	 	
                1-A15

              	 
	
                LTII-1-A21

              	 	 	
                5.75%

              	 	
                $

              	
                13,669,000.00

              	 	 	
                1-A21

              	 
	
                LTII-1-A22

              	 	 	
                5.75%

              	 	
                $

              	
                2,972,000.00

              	 	 	
                1-A22

              	 
	
                LTII-1-A23

              	 	 	
                5.75%

              	 	
                $

              	
                10,727,000.00

              	 	 	
                1-A23

              	 
	
                LTII-1-A24

              	 	 	
                5.75%

              	 	
                $

              	
                2,332,000.00

              	 	 	
                1-A24

              	 
	
                LTII-2-A6

              	 	 	
                7.00%

              	 	
                $

              	
                100,152,000.00

              	 	 	
                2-A6,
                  2-A3

              	 
	
                LTII-2-A7

              	 	 	
                7.00%

              	 	
                $

              	
                7,550,000.00

              	 	 	
                2-A7,
                  2-A3

              	 
	
                LTII-2-A8

              	 	 	
                7.00%

              	 	
                $

              	
                130,618,000.00

              	 	 	
                2-A8,
                  2-A2

              	 
	
                LTII-2-A9

              	 	 	
                7.00%

              	 	
                $

              	
                9,846,000.00

              	 	 	
                2-A9,
                  2-A2

              	 
	
                LTII-2-A10

              	 	 	
                7.00%

              	 	
                $

              	
                107,055,000.00

              	 	 	
                2-A10,
                  2-A5

              	 
	
                LTII-2-A11

              	 	 	
                7.00%

              	 	
                $

              	
                8,070,000.00

              	 	 	
                2-A11,
                  2-A5

              	 
	
                LTII-3-A1

              	 	 	
                7.50%

              	 	
                $

              	
                34,976,000.00

              	 	 	
                3-A1,
                  3-A2

              	 
	
                LTII-AP

              	 	 	
                0.00%

              	 	
                $

              	
                239,270.95

              	 	 	
                AP

              	 
	
                LTII-1-AR

              	 	 	
                7.00%

              	 	
                $

              	
                100.00

              	 	 	
                R

              	 
	
                LTII-1-GSA

              	 	 	
                (1)

              	 	
                $

              	
                134,279.98

              	 	 	
                N/A

              	 
	
                LTII-1-Pool

              	 	 	
                (1)

              	 	
                $

              	
                13,293,718.23

              	 	 	
                N/A

              	 
	
                LTII-2A-GSA

              	 	 	
                (2)

              	 	
                $

              	
                98,453.21

              	 	 	
                N/A

              	 
	
                LTII-2A-Pool

              	 	 	
                (2)

              	 	
                $

              	
                9,746,867.58

              	 	 	
                N/A

              	 
	
                LTII-2B-GSA

              	 	 	
                (3)

              	 	
                $

              	
                75,491.03

              	 	 	
                N/A

              	 
	
                LTII-2B-Pool

              	 	 	
                (3)

              	 	
                $

              	
                7,473,611.65

              	 	 	
                N/A

              	 
	
                LTII-2C-GSA

              	 	 	
                (4)

              	 	
                $

              	
                80,694.37

              	 	 	
                N/A

              	 
	
                LTII-2C-Pool

              	 	 	
                (4)

              	 	
                $

              	
                7,988,742.17

              	 	 	
                N/A

              	 
	
                LTII-3-GSA

              	 	 	
                (5)

              	 	
                $

              	
                24,522.18

              	 	 	
                N/A

              	 
	
                LTII-3-Pool

              	 	 	
                (5)

              	 	
                $

              	
                2,427,696.30

              	 	 	
                N/A

              	 
	
                R-2A

              	 	 	
                (6)

              	 	 	
                (6)

              	 	 	
                N/A

              	 


      

      ______________

      
        	 	
                (1)

              	
                The
                  interest rate with respect to any Distribution Date (and the related
                  Accrual Period) for the LTII-1-Pool Interest and the LTII-1-GSA
                  Interest
                  will be a per annum rate equal to the Designated Rate for Collateral
                  Group
                  1. 

              


      

       

      
        	 	
                (2)

              	
                The
                  interest rate with respect to any Distribution Date (and the related
                  Accrual Period) for the LTII-2A-Pool Interest and the LTII-2A-GSA
                  Interest
                  will be a per annum rate equal to the Designated Rate for Collateral
                  Group
                  2A.

              


      

       

      
        	 	
                (3)

              	
                The
                  interest rate with respect to any Distribution Date (and the related
                  Accrual Period) for the LTII-2B-Pool Interest and the LTII-2B-GSA
                  Interest
                  will be a per annum rate equal to the Designated Rate for Collateral
                  Group
                  2B.

              


      

       

      
        	 	
                (4)

              	
                The
                  interest rate with respect to any Distribution Date (and the related
                  Accrual Period) for the LTII-2C-Pool Interest and the LTII-2C-GSA
                  Interest
                  will be a per annum rate equal to the Designated Rate for Collateral
                  Group
                  2C.

              


      

       

      
        	 	
                (5)

              	
                The
                  interest rate with respect to any Distribution Date (and the related
                  Accrual Period) for the LTII-3-Pool Interest and the LTII-3-GSA
                  Interest
                  will be a per annum rate equal to the Designated Rate for Collateral
                  Group
                  3.

              


      

       

      
        	 	
                (6)

              	
                The
                  Class R-2A Interest does not have a principal balance and does
                  not bear
                  interest.

              


      

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      On
        each
        Distribution Date, the portion of the Available Distribution Amount
        distributable as interest shall be distributed as interest with respect to
        the
        REMIC IIA Interests based on the interest rates described above. On each
        Distribution Date, Net Prepayment Shortfalls and Excess Losses sustained
        with
        respect to any Collateral Group are to be allocated among the Classes of
        REMIC
        IIA Interests related to such Collateral Group based on the relative amounts
        of
        interest otherwise accrued for the related Accrual Period on each such REMIC
        IIA
        Interest.

       

      On
        each
        Distribution Date, the portion of the Available Distribution Amount
        distributable as principal shall be distributed as principal on REMIC IIA
        Interests as follows: 

       

      
        	 	
                (1)

              	
                First,
                  to the Class LTII-AP Interest until the balance of each Interest
                  equals
                  that of the Class AP Certificate immediately after the Distribution
                  Date;

              


      

       

      
        	 	
                (2)

              	
                Second,
                  from the remaining Available Distribution Amount for Collateral
                  Group 1,
                  to
                  the Class LTII-1-GSA Interest until its principal balance equals
                  one
                  percent of the Group Subordinate Amount for Collateral Group 1
                  after such
                  Distribution Date;

              


      

       

      
        	 	
                (3)

              	
                Third,
                  from the remaining Available Distribution Amount for Collateral
                  Group 2A,
                  to
                  the Class LTII-2A-GSA Interest until its principal balance equals
                  one
                  percent of the Group Subordinate Amount for Collateral Group 2A
                  after such
                  Distribution Date;

              


      

       

      
        	 	
                (4)

              	
                Fourth,
                  from the remaining Available Distribution Amount for Collateral
                  Group 2B,
                  to
                  the Class LTII-2B-GSA Interest until its principal balance equals
                  one
                  percent of the Group Subordinate Amount for Collateral Group 2B
                  after such
                  Distribution Date;

              


      

       

      
        	 	
                (5)

              	
                Fifth,
                  from the remaining Available Distribution Amount for Collateral
                  Group 2C,
                  to
                  the Class LTII-2C-GSA Interest until its principal balance equals
                  one
                  percent of the Group Subordinate Amount for Collateral Group 2C
                  after such
                  Distribution Date;

              


      

       

      
        	 	
                (6)

              	
                Sixth,
                  from the remaining Available Distribution Amount for Collateral
                  Group 3,
                  to
                  the Class LTII-3-GSA Interest until its principal balance equals
                  one
                  percent of the Group Subordinate Amount for Collateral Group 3
                  after such
                  Distribution Date;

              


      

       

      
        	 	
                (7)

              	
                Seventh,
                  to
                  the
                  Class LTII-1-GSA, Class LTII-2A-GSA, Class LTII-2B-GSA, Class LTII-2C-GSA
                  and Class LTII-3-GSA Interests, from the remaining Available Distribution
                  Amount for Collateral Group 1, Collateral Group 2A, Collateral
                  Group 2B,
                  Collateral Group 2C and Collateral Group 3, the minimum amount
                  necessary
                  to cause the ratio of the principal balance of each such REMIC
                  IIA
                  Interest to the principal balances of the other REMIC IIA Interests
                  to
                  equal the ratio of the Group Subordinate Amount related to such
                  REMIC IIA
                  Interest to the Group Subordinate Amounts related to the other
                  REMIC IIA
                  Interests immediately after such Distribution
                  Date;

              


      

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (8)

              	
                Eighth,
                  from the remaining Available Distribution Amount from each of the
                  Collateral Groups, concurrently, as follows -


              


      

       

      (a) To
        the
        Class LTII-1-Pool until the sum of (a) its principal balance and (b) the
        principal balance of the LTII-1-GSA, after taking into account distributions
        made pursuant to priorities (2) and (7) above, equals the Group Subordinate
        Amount for Collateral Group 1 immediately after such Distribution
        Date;

       

      (b) To
        the
        Class LTII-2A-Pool until the sum of (a) its principal balance and (b) the
        principal balance of the LTII-2A-GSA, after taking into account distributions
        made pursuant to priorities (3) and (7) above, equals the Group Subordinate
        Amount for Collateral Group 2A immediately after such Distribution
        Date;

       

      (c) To
        the
        Class LTII-2B-Pool until the sum of (a) its principal balance and (b) the
        principal balance of the LTII-2B-GSA, after taking into account distributions
        made pursuant to priorities (4) and (7) above, equals the Group Subordinate
        Amount for Collateral Group 2B immediately after such Distribution
        Date;

       

      (d) To
        the
        Class LTII-2C-Pool until the sum of (a) its principal balance and (b) the
        principal balance of the LTII-2C-GSA, after taking into account distributions
        made pursuant to priorities (5) and (7) above, equals the Group Subordinate
        Amount for Collateral Group 2C immediately after such Distribution
        Date;

       

      (e) To
        the
        Class LTII-3-Pool until the sum of (a) its principal balance and (b) the
        principal balance of the LTII-3-GSA, after taking into account distributions
        made pursuant to priorities (6) and (7) above, equals the Group Subordinate
        Amount for Collateral Group 3 immediately after such Distribution
        Date;

       

      
        	 	
                (9)

              	
                Finally,
                  from the remaining Available Distribution Amount from each of the
                  Collateral Groups to each REMIC IIA Interest for which there is
                  a
                  Corresponding Class of Certificates (other than the Class LTII-AP
                  Interest) until the principal balance of such REMIC IIA Interest
                  equals
                  the Class Principal Amount of the Corresponding Class of Certificates
                  immediately after such Distribution
                  Date.

              


      

       

      For
        each
        Distribution Date, Realized Losses, other than Excess Losses, shall be allocated
        among the REMIC IIA Interests in the same manner that principal is allocated
        among the REMIC IIA Interests.

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      On
        each
        Distribution Date, the Trustee shall distribute Prepayment Penalty Amounts
        collected in respect of the Mortgage Loans during the preceding Prepayment
        Period as follows: 

       

      (a)
        in
        respect of Pool 1: 100.00% of such amount to the Class LTII-2B-Pool Lower
        Tier
        Interest; and 

       

      (b)
        in
        respect of Pool 2: 85.7044950666% of such amount to the Class LTII-2A-Pool
        Lower
        Tier Interest and 14.2955049334% of such amount to the Class LTII-3-Pool
        Lower
        Tier Interest. 

       

      REMIC
        IIB

       

      REMIC
        IIB
        shall hold as assets the REMIC IIA Regular Interests. REMIC IIB shall issue
        the
        several classes of uncertificated REMIC IIB Interests set out below. Each
        such
        REMIC IIB Interest, other than the Class R-2B Interest, is hereby designated
        as
        a regular interest in REMIC IIB. The following table specifies the Class
        designation, interest rate, and principal amount for each Class of REMIC
        IIB
        Interests:

       

      
        	
                REMIC
                  IIB

                Class

                Designation

              	 	
                 

                Interest
                  Rate

              	 	
                Initial
                  Class

                Principal
                  or Notional

                Amount

              	 	
                 

                Corresponding
                  Class of Certificates

              
	
                LTIII-1-A1

              	 	
                (1)

              	 	
                (3)

              	 	
                1-A1

              
	
                LTIII-1-A2

              	 	
                (1)

              	 	
                (3)

              	 	
                1-A2

              
	
                LTIII-1-A3

              	 	
                (1)

              	 	
                (3)

              	 	
                1-A3

              
	
                LTIII-1-A4

              	 	
                (1)

              	 	
                (3)

              	 	
                1-A4

              
	
                LTIII-1-A5

              	 	
                (1)

              	 	
                (3)

              	 	
                1-A5

              
	
                LTIII-1-A7

              	 	
                (1)

              	 	
                (2)

              	 	
                1-A7

              
	
                LTIII-1-A8

              	 	
                (1)

              	 	
                (2)

              	 	
                1-A8

              
	
                LTIII-1-A10

              	 	
                (1)

              	 	
                (3)

              	 	
                1-A10

              
	
                LTIII-1-A11

              	 	
                (1)

              	 	
                (3)

              	 	
                1-A11

              
	
                LTIII-1-A12

              	 	
                (1)

              	 	
                (3)

              	 	
                1-A12

              
	
                LTIII-1-A13

              	 	
                (1)

              	 	
                (3)

              	 	
                1-A13

              
	
                LTIII-1-A14

              	 	
                (1)

              	 	
                (3)

              	 	
                1-A14

              
	
                LTIII-1-A15

              	 	
                (1)

              	 	
                (3)

              	 	
                1-A15

              
	
                LTIII-1-A21

              	 	
                (1)

              	 	
                (3)

              	 	
                1-A21

              
	
                LTIII-1-A22

              	 	
                (1)

              	 	
                (3)

              	 	
                1-A22

              
	
                LTIII-1-A23

              	 	
                (1)

              	 	
                (3)

              	 	
                1-A23

              
	
                LTIII-1-A24

              	 	
                (1)

              	 	
                (3)

              	 	
                1-A24

              
	
                LTIII-2-A2

              	 	
                (1)

              	 	
                (2)

              	 	
                2-A2

              
	
                LTIII-2-A3

              	 	
                (1)

              	 	
                (2)

              	 	
                2-A3

              
	
                LTIII-2-A5

              	 	
                (1)

              	 	
                (2)

              	 	
                2-A5

              
	
                LTIII-2-A6

              	 	
                (1)

              	 	
                (3)

              	 	
                2-A6

              
	
                LTIII-2-A7

              	 	
                (1)

              	 	
                (3)

              	 	
                2-A7

              
	
                LTIII-2-A8

              	 	
                (1)

              	 	
                (3)

              	 	
                2-A8

              
	
                LTIII-2-A9

              	 	
                (1)

              	 	
                (3)

              	 	
                2-A9

              
	
                LTIII-2-A10

              	 	
                (1)

              	 	
                (3)

              	 	
                2-A10

              
	
                LTIII-2-A11

              	 	
                (1)

              	 	
                (3)

              	 	
                2-A11

              


      

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      
        	
                REMIC
                  IIB

                Class

                Designation

              	 	
                 

                Interest
                  Rate

              	 	
                Initial
                  Class

                Principal
                  or Notional

                Amount

              	 	
                 

                Corresponding
                  Class of Certificates

              


      

      
        	
                LTIII-3-A1

              	 	
                (1)

              	 	
                (3)

              	 	
                3-A1

              
	
                LTIII-3-A2

              	 	
                (1)

              	 	
                (2)

              	 	
                3-A2

              
	
                LTIII-AP

              	 	
                (1)

              	 	
                (3)

              	 	
                AP

              
	
                LTIII-1-AR

              	 	
                (1)

              	 	
                (3)

              	 	
                R

              
	
                LTIII-M1A

              	 	
                (4)

              	 	
                (3)

              	 	
                M-1A

              
	
                LTIII-M1B

              	 	
                (4)

              	 	
                (3)

              	 	
                M-1B

              
	
                LTIII-B1

              	 	
                (4)

              	 	
                (3)

              	 	
                B1

              
	
                LTIII-B2

              	 	
                (4)

              	 	
                (3)

              	 	
                B2

              
	
                LTIII-B3

              	 	
                (4)

              	 	
                (3)

              	 	
                B3

              
	
                LTIII-B4

              	 	
                (4)

              	 	
                (3)

              	 	
                B4

              
	
                LTIII-B5

              	 	
                (4)

              	 	
                (3)

              	 	
                B5

              
	
                LTIII-B6

              	 	
                (4)

              	 	
                (3)

              	 	
                B6

              
	
                LTIII-B7

              	 	
                (4)

              	 	
                (3)

              	 	
                B7

              
	
                R-2B

              	 	
                (5)

              	 	
                (5)

              	 	
                N/A

              


      

      ______________

      
        	 	
                (1)

              	
                The
                  interest rate for each of these REMIC IIB Lower Tier Interests
                  shall be
                  the Certificate Interest Rate for its Corresponding Class of Certificates
                  in the Upper Tier REMIC. 

              


      

       

      
        	 	
                (2)

              	
                Each
                  of these REMIC IIB Lower Tier Interests is an interest-only interest
                  and
                  does not have a principal balance. Each of these REMIC IIB Lower
                  Tier
                  Interests shall accrue interest on the notional balance of its
                  Corresponding Class of Certificates in the Upper Tier REMIC.
                  

              


      

       

      
        	 	
                (3)

              	
                The
                  initial principal amount for each of these REMIC IIB Lower Tier
                  Interests
                  shall be the Initial Class Principal Amount for its Corresponding
                  Class of
                  Certificates in the Upper Tier REMIC.


              


      

       

      
        	 	
                (4)

              	
                The
                  interest rate for each of these REMIC IIB Lower Tier Interests
                  shall be
                  the Average Rate for the Subordinate
                  Certificates.

              


      

       

      
        	 	
                (5)

              	
                The
                  Class R-2B Interest does not have a principal balance and does
                  not bear
                  interest.

              


      

       

      On
        each
        Distribution Date, the portion of the Available Distribution Amount
        distributable as interest shall be distributed as interest with respect to
        the
        REMIC IIB Interests based on the interest rates described above. 

       

      On
        each
        Distribution Date, the portion of the Available Distribution Amount
        distributable as principal shall be distributed as principal to
        the
        Class
        LTIII-AP Interest until the balance of such Interest equals that of the Class
        AP
        Certificate immediately after the Distribution Date. On each Distribution
        Date,
        the remaining portion of the Available Distribution Amount from
        each of the Collateral Groups
        distributable as principal shall be distributed as principal to
        each REMIC IIB Interest for which there is a Corresponding Class of Certificates
        (other than the Class LTIII-AP Interest and any interest-only Interest) until
        the principal balance of such REMIC IIB Interest equals the Class Principal
        Amount of the Corresponding Class of Certificates immediately after such
        Distribution Date.

       

      On
        each
        Distribution Date, the Trustee shall be deemed to pass through Prepayment
        Penalty Amounts collected during the preceding Prepayment Period with respect
        to
        the Class LTII-2A-Pool, Class LTII-2B-Pool and Class LTII-3-Pool Lower Tier
        Interests to the Class LTIII-2-A2, Class LTIII-2-A3 and Class LTIII-3-A2
        Lower
        Tier Interests, respectively.

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      REMIC
        III

       

      Each
        Class of Certificates constituting an interest in the Trust Fund created
        hereunder (other than the Class X, Class LT-R and Class R Certificates) is
        hereby designated (along with each Underlying REMIC Certificate) as one or
        more
        regular interests in REMIC III. The Class Table specifies the Class designation,
        Certificate Interest Rate, initial Class Principal (or Notional) Amount and
        minimum denomination for (1) each class of Certificates and (2) for convenience,
        each Class of Exchange and Exchangeable Certificates issued under the Exchange
        Trust Agreement.

       

      Each
        Class of Underlying REMIC Certificates shall be issued hereunder in
        uncertificated form to the Exchange Trustee, and held in trust pursuant to
        the
        terms of the Exchange Trust Agreement. Classes of Certificates having identical
        characteristics and sharing the same Class designation shall also be issued
        under the Exchange Trust Agreement.

       

      The
        Class
        R Certificate represents ownership of the residual interest in each of REMIC
        IIA, REMIC IIB and REMIC III and will be issued in a single Certificate
        representing a 100% Percentage Interest in such Class.

       

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

       

      As
        of the
        Cut-off Date, the Mortgage Loans had an aggregate Scheduled Principal Balance
        of
        $631,181,447.65.

       

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

       

      ARTICLE
        I

       

      DEFINITIONS

       

      Section
        1.01.   Definitions.

       

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

       

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

       

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

       

      
        
          
            
            

          

          
            8

            
              

            

          

          
            
            

          

        

      

       

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

       

      Accretion
        Directed Certificate:
        None.

       

      Accretion
        Termination Date:
        With
        respect to the Class 1-A12 Certificates, the earlier to occur of (x) the
        Credit
        Support Depletion Date; and (y) the Distribution Date on which the Class
        Principal Amount of the Class 1-A5 Certificates has been reduced to zero.
        With
        respect to the Class 1-A13 Certificates, the earlier to occur of (x) the
        Credit
        Support Depletion Date; and (y) the Distribution Date on which the Class
        Principal Amount of the Class 1-A5 and Class 1-A12 Certificates has been
        reduced
        to zero.

       

      Accrual
        Amount:
        As to
        each Class of Accrual Certificates and each Distribution Date through the
        related Accretion Termination Date, the sum of the amounts allocable to such
        Class pursuant to Sections 5.02(a)(i) and (a)(ii) on such Distribution Date.
        As
        to any Class of Accrual Certificates and each Distribution Date after the
        related Accretion Termination Date, zero.

       

      Accrual
        Certificate:
        Any of
        the Class 1-A12 and Class 1-A13 Certificates.

       

      Accrual
        Component:
        None.

       

      Accrual
        Period:
        With
        respect to any Distribution Date and any Class of Certificates or Components
        (other than any LIBOR Certificates, any Class 1-A16 and Class 1-A17
        Certificates, any Class X Certificates and any Class P Component) or Class
        of
        Lower Tier Interests, the calendar month immediately preceding the month
        in
        which such Distribution Date occurs. With respect to any Distribution Date
        and a
        Class of LIBOR Certificates and the Class 1-A16 and Class 1-A17 Certificates,
        the period beginning on the Distribution Date in the calendar month preceding
        the month in which such Distribution Date occurs (or on December 25, 2006,
        in
        the case of the first Accrual Period) and ending on the day immediately
        preceding such Distribution Date.

       

      Accrued
        Certificate Interest:
        As to
        any Class of Certificates or Components (other than any Class X or Class
        AP
        Certificates and any Class P Component) and any Distribution Date, the product
        of (i) the Certificate Interest Rate for such Class of Certificates divided
        by
        12 and (ii) the Class Principal Amount (or Class Notional Amount or Component
        Notional Amount) of such Class of Certificates or Components as of the last
        day
        of the related Accrual Period, as reduced by such Class’s or Component’s share
        of (a) the interest portion of any Excess Losses for the related Collateral
        Group for such Distribution Date and (b) the interest portion of any Relief
        Act
        Reduction for the related Collateral Group for such Distribution Date, in
        each
        case, allocable among the interest-bearing Senior Certificates (and any Class
        I
        Components) and the Subordinate Certificates pro
        rata
        based
        (x) in the case of such Senior Certificates and any such Components, on the
        Accrued Certificate Interest otherwise distributable thereto and (y) in the
        case
        of the Subordinate Certificates, on their respective Apportioned Principal
        Balances. 

       

      
        
          
            
            

          

          
            9

            
              

            

          

          
            
            

          

        

      

       

      Interest
        shall accrue on the basis of a 360-day year comprising twelve 30-day
        months.

       

      Act:
        As
        defined in Section 8.03(a).

       

      Additional
        Collateral:
        None.

       

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

       

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

       

      Additional
        Interest Amount:
        For
        each Retired Subordinate Class on each Distribution Date shall equal the
        product
        of (1) the Subordinate Allocation Percentage for such Retired Subordinate
        Class
        and (2) the sum of (a) 0.72% per annum of the Class Principal Amount of the
        Class M-1A Certificates on such date; (b) 0.37% per annum of the Class Principal
        Amount of the Class M-1B Certificates on such date; (c) the product of 0.37%
        per
        annum of the Class Principal Amount of the Class B1 Certificates on such
        date;
        and (d) the product of 0.37% per annum of the Class Principal Amount of the
        Class B2 Certificates on such date. Calculations of Additional Interest Amounts
        shall be made on the basis of a 360-day year consisting of twelve 30-day
        months.

       

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

       

      Advance:
        An
        advance of the aggregate of payments of principal and interest (net of the
        applicable Servicing Fee) on one or more Mortgage Loans (other than Charged-off
        Loans or Released Mortgage Loans) that were due on the Due Date in the related
        Due Period and not received as of the close of business on the related
        Determination Date, required to be made by or on behalf of the Master Servicer
        and the related Servicer (or by the Trustee as successor to the Master Servicer)
        pursuant to Section 5.04, but only to the extent that such amount is expected,
        in the reasonable judgment of the Master Servicer or the related Servicer
        (or by
        the Trustee as successor to the Master Servicer), to be recoverable from
        collections or recoveries in respect of such Mortgage Loans.

       

      Adverse
        REMIC Event:
        As
        defined in Section 10.01(f). 

       

      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
        Certificate Insurance Premium:
        None.

       

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

      

      


      
        
          
            
            

          

          
            10

            
              

            

          

          
            
            

          

        

      

       

      Aggregate
        Subordinate Percentage:
        With
        respect to any Distribution Date, the sum of the Class Principal Amounts
        of the
        Subordinate Certificates immediately prior to such date divided by the Aggregate
        Principal Balances of the Mortgage Loans for the immediately preceding
        Distribution Date.

       

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

       

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

       

      AP
        Deferred Amount:
        With
        respect to any Distribution Date through the Credit Support Depletion Date,
        the
        total of all amounts allocable to the Class AP Certificates on such Distribution
        Date in respect of Realized Losses (other than Excess Losses) on the Mortgage
        Loans and all amounts previously allocated in respect of Realized Losses
        to such
        Class of Certificates and not distributed on prior Distribution
        Dates.

       

      Applicable
        Fraction:
        For
        each Mortgage Loan in the specified Subgroup and the related Collateral Group,
        such fractions as are set forth in the Applicable Fraction table attached
        hereto
        as Exhibit T.

       

      AP
        Principal Distribution Amount:
        For any
        Distribution Date and Collateral Group P, the sum of the following
        amounts:

       

      (i) the
        related Applicable Fraction of the principal portion of each Scheduled Payment
        (without giving effect to any Debt Service Reduction occurring prior to the
        Bankruptcy Coverage Termination Date) on each Mortgage Loan in such Collateral
        Group due during the related Due Period;

       

      (ii) the
        related Applicable Fraction of each of the following amounts: (1) each Principal
        Prepayment collected on a Mortgage Loan in such Collateral Group during the
        applicable Prepayment Period, (2) each other unscheduled collection, including
        any Subsequent Recovery, Insurance Proceeds and Net Liquidation Proceeds
        (other
        than with respect to any Mortgage Loan in such Collateral Group that was
        finally
        liquidated during the applicable Prepayment Period), representing or allocable
        to recoveries of principal of such Mortgage Loan in such Collateral Group
        received during the applicable Prepayment Period and (3) the principal portion
        of all proceeds of the purchase of any Mortgage Loan in the such Collateral
        Group (or, in the case of a permitted substitution, amounts representing
        a
        principal adjustment) actually received by the Master Servicer with respect
        to
        the applicable Prepayment Period;

       

      (iii) with
        respect to unscheduled recoveries allocable to principal of any Mortgage
        Loan in
        the such Collateral Group that was finally liquidated during the related
        Prepayment Period, the related Applicable Fraction of the related net
        Liquidation Proceeds allocable to principal; and

       

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

      

       

      
        
          
            
            

          

          
            11

            
              

            

          

          
            
            

          

        

      

       

      Apportioned
        Principal Balance:
        As to
        any Class of Subordinate Certificates and any Distribution Date, the Class
        Principal Amount of such Class immediately prior to such Distribution Date
        multiplied by a fraction, the numerator of which is the applicable Group
        Subordinate Amount for such date and the denominator of which is the sum
        of the
        Group Subordinate Amounts for all Collateral Groups (other than Collateral
        Group
        P).

       

      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
        Agreement:
        The
        agreement between LBB and the Seller dated as of December 1, 2006, pursuant
        to
        which LBB conveyed the Mortgage Loans to the Seller.

       

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

       

      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, as specified in the definition
        thereof, on behalf of the Depositor.

       

      Available
        Distribution Amount:
        As to
        each Collateral Group on any Distribution Date, the sum of the Applicable
        Fractions for each Mortgage Loan contributing to such Collateral Group of
        the
        principal portion of the following amounts with the interest portion thereof
        adjusted to the related Designated Rate:

       

      (i) the
        total
        amount of all cash received by the Master Servicer through the Servicer
        Remittance Date applicable to each Servicer and deposited with the Trustee
        by
        the Master Servicer by the Master Servicer Remittance Date for such Distribution
        Date on the Mortgage Loans of such Collateral Group (including proceeds of
        any
        Insurance Policy and any other credit support relating to such Mortgage Loans
        and including any Subsequent Recovery or recoveries through liquidation of
        any
        REO Property), plus all Advances made by the Master Servicer or any Servicer
        (or
        the Trustee in its capacity as successor master servicer) for such Distribution
        Date, any Compensating Interest Payment for such date and Collateral Group
        and
        any amounts paid by any Servicer in respect of Prepayment Interest Shortfalls
        in
        respect of the related Mortgage Loans for such date and any proceeds of any
        purchase of a related Mortgage Loan, but not including:

      
         

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

        

          
            
              
              

            

            
              12

              
                

              

            

            
              
              

            

          

        

      

      


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

       

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

       

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

       

      (E) all
        fees
        and amounts due, other than any Prepayment Premium Amounts (as applicable),
        and
        reimbursable from funds of the Trust Fund to the Master Servicer, the Trustee,
        a
        Custodian or any Servicer pursuant to the terms of this Agreement, a Custodial
        Agreement or the applicable Servicing Agreement; and 

       

      (F) such
        portion of each payment in respect of interest representing Retained Interest,
        if any; and

       

      (ii) any
        other
        payment made by the Master Servicer, the Trustee (as successor Master Servicer),
        any Servicer, the Seller, the Depositor, or any other Person with respect
        to
        such Distribution Date (including the Purchase Price with respect to any
        Mortgage Loan purchased by the Seller, the Depositor or any other Person
        and any
        related Substitution Amount) pursuant to this Agreement, a Custodial Agreement
        or a Servicing Agreement.

       

      Average
        Rate:
        With
        respect to each Distribution Date and each Class of Subordinate Certificates,
        a
        per annum rate equal to the weighted average of the Designated Rate applicable
        to each Collateral Group (other than Collateral Group P), expressed as a
        percentage and weighted on the basis of the Group Subordinate Amount for
        each
        such Collateral Group. 

       

      AX
        Mortgage Loans:
        None.


       

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

       

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

       

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

       

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

      

      


      
        
          
            
            

          

          
            13

            
              

            

          

          
            
            

          

        

      

       

      Bankruptcy
        Coverage Termination Date:
        The
        Distribution Date on which the Bankruptcy Loss Limit has been reduced to
        zero
        (or less than zero).

       

      Bankruptcy
        Loss Limit:
        As of
        the Cut-off Date, initially, $220,850, which amount shall be reduced from
        time
        to time by the amount of Bankruptcy Losses allocated to the related
        Certificates. 

       

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

       

      Basis
        Risk Reserve Fund:
        Either
        of the Class 1-A2 or Class 1-A5 Reserve Fund.

       

      Basis
        Risk Shortfall:
        With
        respect to any Distribution Date and the Class 1-A2 or Class 1-A5 Certificates,
        the excess, if any, of the amount of interest such Class of Certificates
        would
        have been entitled to receive if the Certificate Interest Rate for such Class
        was calculated without regard to its related per annum maximum rate, over
        the
        actual amount of interest such Class is entitled to receive for such
        Distribution Date.

       

      Blanket
        Mortgage:
        The
        mortgage or mortgages encumbering a Cooperative Property.

       

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

       

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

       

      Cap
        Agreement:
        Either
        of the Class 1-A2 or Class 1-A5 Cap Agreements.

       

      Cap
        Counterparty:
        Lehman
        Brothers Special Financing Inc.

       

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

      


      
        
          
            
            

          

          
            14

            
              

            

          

          
            
            

          

        

      

       

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

       

      Certificate
        Insurance Premium:
        None.

       

      Certificate
        Insurer:
        None.

       

      Certificate
        Insurer Default:
        Not
        applicable.

       

      Certificate
        Interest Rate:
        With
        respect to each Class of Certificates (other than any Class X and Class AP
        Certificates) and the Class I Components, the applicable per annum rate formula
        specified or determined as provided in the Class Table.

       

      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) and with respect to Certificates other than Book-Entry Certificates,
        the
        Holder.

       

      Certificate
        Principal Amount:
        With
        respect to any Certificate (other than a Notional Certificate or Class X
        Certificate), at the time of determination, the maximum specified dollar
        amount
        of principal to which the Holder thereof is then entitled hereunder, such
        amount
        being equal to the initial principal amount set forth on the face of such
        Certificate (1) less the amount of all principal distributions previously
        made
        with respect to such Certificate, all Realized Losses allocated to such
        Certificate, and, in the case of a Subordinate Certificate, any Subordinate
        Certificate Writedown Amount allocated to such Certificate and (2) as increased,
        in the case of any Accrual Certificate, by such Certificate’s Percentage
        Interest of any Accrual Amount allocated thereto; provided,
        however,
        that on
        any Distribution Date on which a Subsequent Recovery is distributed, the
        Certificate Principal Amount of any Class of Certificates then outstanding
        for
        which any Realized Loss or any Subordinate Certificate Writedown Amount has
        been
        applied will be increased, in order of seniority, by an amount (to be applied
        pro
        rata
        to all
        Certificates of such Class) equal to the lesser of (i) the amount the Class
        of
        Certificates has been reduced by any Realized Losses or any Subordinate
        Certificate Writedown Amount which have not been previously increased by
        any
        Subsequent Recovery and (ii) the total amount of any Subsequent Recovery
        distributed on such date to Certificateholders after application (for this
        purpose) to more senior Classes of Certificates. For purposes of Article
        V
        hereof, unless specifically provided to the contrary, Certificate Principal
        Amounts shall be determined as of the close of business of the immediately
        preceding Distribution Date, after giving effect to all distributions made
        on
        such date. Notional Certificates are issued without Certificate Principal
        Amounts.

       

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

      
         

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

         

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

        

          
            
              
              

            

            
              15

              
                

              

            

            
              
              

            

          

        

      

       

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

       

      Charged-off
        Loan:
        As of
        any date of determination, any Mortgage Loan other than a Covered Mortgage
        Loan
        that was delinquent in payment for a period of 180 days or more as of the
        last
        calendar day of the month immediately preceding the month in which such date
        of
        determination occurs, without giving effect to any grace period permitted
        by the
        related Mortgage Note; provided,
        however,
        that
        with respect to any such Mortgage Loan, (i) an equity analysis performed
        by the
        related Servicer supports charge-off over foreclosure, (ii) the related
        Mortgaged Property has not become REO Property, (iii) there are no active
        foreclosure or other loss mitigation activities and (iv) nothing has come
        to the
        attention of the related Servicer indicating that any such Mortgage Loan,
        at the
        time of its origination, violated any applicable federal, state or local
        law or
        regulation, including, without limitation, usury, truth-in-lending, consumer
        credit protection and privacy, equal credit opportunity, disclosure or predatory
        and abusive lending laws, applicable to the origination and servicing of
        such
        Mortgage Loan.

       

      Class:
        All
        Certificates bearing the same class designation, and, in the case of REMIC
        I,
        all Lower Tier Interests bearing the same designation.

       

      Class
        1-A2 Cap Agreement:
        An
        interest rate cap agreement entered into on the Closing Date by the Trustee,
        not
        individually but solely in its capacity as Trustee of the Supplemental Interest
        Trust, with the applicable Cap Counterparty, for the benefit of the Class
        1-A2
        and Class X Certificates. Such agreement is attached hereto as Exhibit
        J.

       

      Class
        1-A2 Interest Rate Cap Amount:
        For the
        Class 1-A2 Cap Agreement and any Distribution Date, the amount, if any, to
        be
        paid by the Cap Counterparty to the Trustee for the account of the Supplemental
        Interest Trust pursuant to the Class 1-A2 Cap
        Agreement.

       

      Class
        1-A2 Reserve Fund:
        A
        separate account established by the Trustee that is held in the Supplemental
        Interest Trust for the benefit of the Holders of the Class 1-A2
        Certificates.

       

      Class
        1-A5 Cap Agreement:
        An
        interest rate cap agreement entered into on the Closing Date by the Trustee,
        not
        individually but solely in its capacity as Trustee of the Supplemental Interest
        Trust, with the applicable Cap Counterparty, for the benefit of the Class
        1-A5
        and Class X Certificates. Such agreement is attached hereto as Exhibit
        J.

       

      Class
        1-A5 Interest Rate Cap Amount:
        For the
        Class 1-A5 Cap Agreement and any Distribution Date, the amount, if any, to
        be
        paid by the Cap Counterparty to the Trustee for the account of the Supplemental
        Interest Trust pursuant to the Class 1-A5 Cap
        Agreement.

       

       Class
        1-A5 Reserve Fund:
        A
        separate account established by the Trustee that is held in the Supplemental
        Interest Trust for the benefit of the Holders of the Class 1-A5
        Certificates.

       

      Class
        E Distributable Amount:
        Not
        applicable.

      
         

        Class
          I Components:
          Any of
          the Class I Components of the Class 2-A2, Class 2-A3 or Class 3-A2
          Certificates.

        

          
            
              
              

            

            
              16

              
                

              

            

            
              
              

            

          

        

      

      


      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 REMIC I.

       

      Class
        Notional Amount:
        With
        respect to each Class of Notional Certificates (or in the case of the Class
        2-A2, Class 2-A3 and Class 3-A2 Certificates, each Class I Component thereof),
        as follows:

       

      · With
        respect to any Distribution Date and the Class 1-A6 Certificates, the aggregate
        of the Class Principal Amounts of the Class 1-A2 and Class 1-A5 Certificates
        immediately preceding such Distribution Date. 

       

      · With
        respect to any Distribution Date and the Class 1-A7 Certificates, the Class
        Principal Amount of the Class 1-A5 Certificates immediately preceding such
        Distribution Date. 

       

      · With
        respect to any Distribution Date and the Class 1-A8 Certificates, the Class
        Principal Amount of the Class 1-A2 Certificates immediately preceding such
        Distribution Date. 

       

      · With
        respect to any Distribution Date and the Class 2-A2 Certificates, the aggregate
        of the Class Principal Amounts of the Class 2-A8 and Class 2-A9 Certificates
        immediately preceding such Distribution Date. 

       

      · With
        respect to any Distribution Date and the Class 2-A3 Certificates, the Class
        Principal Amounts of the Class 2-A6 and Class 2-A7 Certificates immediately
        preceding such Distribution Date. 

       

      · With
        respect to any Distribution Date and the Class 2-A5 Certificates, the Class
        Principal Amounts of the Class 2-A10 and Class 2-A11 Certificates immediately
        preceding such Distribution Date. 

       

      · With
        respect to any Distribution Date and the Class 2-A12 Certificates, the Class
        Principal Amounts of the Class 2-A6, Class 2-A7, Class 2-A8 and Class 2-A9
        Certificates immediately preceding such Distribution Date. 

       

      · With
        respect to any Distribution Date and the Class 3-A2 Certificates, the Class
        Principal Amount of the Class 3-A1 Certificates immediately preceding such
        Distribution Date. 

       

      Class
        P Components:
        Any of
        the Class P Components of the Class 2-A2, Class 2-A3 or Class 3-A2
        Certificates.

       

      Class
        Percentage:
        With
        respect to each Class of the Subordinate Certificates, for each Distribution
        Date, the percentage obtained by dividing the Class Principal Amount of such
        Class immediately prior to such Distribution Date by the sum of the aggregate
        Class Principal Amount of all Classes of Senior Certificates and the aggregate
        Class Principal Amount of all Classes of Subordinate Certificates immediately
        prior to such date.

       

      
        
          
            
            

          

          
            17

            
              

            

          

          
            
            

          

        

      

       

      Class
        Principal Amount:
        With
        respect to each Class of Certificates other than any Class of Notional
        Certificates and any Class X Certificates, the aggregate of the Certificate
        Principal Amounts of all Certificates of such Class at the date of
        determination. With respect to each Class of Notional Certificates, zero.
        With
        respect to each Class of Lower Tier Interest and any date of determination,
        the
        initial Class Principal Amount, if any, as set forth in the Preliminary
        Statement as reduced by all distributions of principal and all losses previously
        allocated to such Class.

       

      Class
        R-2A Interest:
        The
        sole residual interest in REMIC IIA.

       

      Class
        R-2B Interest:
        The
        sole residual interest in REMIC IIB.

       

      Class
        Table:
        The
        table, attached as Exhibit S hereto, setting forth the characteristics of
        each
        Class of Certificates (and the Exchange and Exchangeable Classes).

       

      Class
        X Certificate:
        The
        Class X Certificate executed by the Trustee and authenticated by the Certificate
        Registrar, substantially in the form annexed hereto as Exhibit A.

       

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

       

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

       

      Clearstream:
        Clearstream Banking Luxembourg, and any successor thereto.

       

      Closing
        Date:
        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
        Group:
        Any of
        Collateral Groups 1, 2A, 2B, 2C, 3, or P.

       

      Collateral
        Group P:
        The
        group of Mortgage Loans (or portions thereof) stripped to a rate of 0.00%
        derived from Subgroup 1-A, Subgroup 2-A and Subgroup 3-A.

       

      Collateral
        Group 1:
        The
        group of Mortgage Loans (or portions thereof) stripped to a rate of 5.75%
        derived from Subgroup 1-A, Subgroup 2-A, Subgroup 3-A, Subgroup 1-B, Subgroup
        2-B and Subgroup 3-B.

       

      Collateral
        Group 2A:
        The
        group of Mortgage Loans (or portions thereof) stripped to a rate of 7.00%
        derived from Subgroup 2-B and Subgroup 2-C.

       

      
        
          
            
            

          

          
            18

            
              

            

          

          
            
            

          

        

      

      


      Collateral
        Group 2B:
        The
        group of Mortgage Loans (or portions thereof) stripped to a rate of 7.00%
        derived from Subgroup 1-B and Subgroup 1-C.

       

      Collateral
        Group 2C:
        The
        group of Mortgage Loans (or portions thereof) stripped to a rate of 7.00%
        derived from Subgroup 3-B and Subgroup 3-C.

       

      Collateral
        Group 3:
        The
        group of Mortgage Loans (or portions thereof) stripped to a rate of 7.50%
        derived from Subgroup 1-C, Subgroup 1-D, Subgroup 2-C, Subgroup 2-D, Subgroup
        3-C and Subgroup 3-D.

       

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

       

      Commission:
        U.S.
        Securities and Exchange Commission.

       

      Combination
        Group:
        Any
        combination of Exchange Certificates set forth on Appendix A to the Exchange
        Trust Agreement.

       

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

       

      Component:
        Each of
        the Class 2-A2, Class 2-A3 and 3-A2 Certificates shall be issued in two
        non-severable Components: the Class I and Class P Components. The Class I
        Components shall be issued with a Certificate Interest Rate and Class Notional
        Amount; the Class P Components shall not be issued with either a Certificate
        Interest Rate or a balance but shall evidence the right to receive distributions
        pursuant to Section 5.02(j).

       

      Component
        Certificate:
        None.

       

      Component
        Interest Rate:
        None.

       

      Component
        Notional Amount:
        None.

       

      Component
        Principal Amount:
        None.

       

      Component
        Writedown Amount:
        Not
        applicable.

       

      Control:
        The
        meaning specified in Section 8-106 of the UCC.

       

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

       

      Converted
        Mortgage Loan:
        None.

      
         

        Convertible
          Mortgage Loan:
          None.

         

      

      
        
          
            
            

          

          
            19

            
              

            

          

          
            
            

          

        

      

      


      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:
        With
        respect to the Trustee, the principal corporate trust office at which, at
        any
        particular time, its corporate trust business shall be administered, which
        office at the date hereof is located at (a) for purposes of presentment,
        exchange and surrender of the Certificates, Wells Fargo Bank, N.A., Sixth
        Street
        and Marquette Avenue, Minneapolis, Minnesota 55479, Attention: Corporate
        Trust,
        LMT 2006-9 and (b) for all other purposes, Wells Fargo Bank, N.A., 9062 Old
        Annapolis Road, Columbia, Maryland 21045, Attention: Client Service Manager,
        LMT
        2006-9. 

       

      Corresponding
        Class:
        With
        respect to any class of REMIC IIA or REMIC IIB Interests, the Class of
        Certificates so designated in the Preliminary Statement hereto. With respect
        to
        any Class of Certificates, the class or classes of Lower Tier Interests so
        designated in the Preliminary Statement hereto.

       

      Covered
        Mortgage Loan:
        Any
        mortgage loan that is covered by a Primary Mortgage Insurance
        Policy.

      
         

        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.

        

          
            
              
              

            

            
              20

              
                

              

            

            
              
              

            

          

        

      

      


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

       

      Credit
        Support Percentage:
        As to
        any Class of Subordinate Certificates and any Distribution Date, the sum
        of the
        Class Percentages of all related Classes of Certificates that rank lower
        in
        priority than such Class.

       

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

       

      Custodian:
        Each
        custodian appointed by the Trustee pursuant to the Custodial Agreement, and
        any
        successor thereto. The initial custodians shall be U.S. Bank National
        Association, LaSalle Bank, National Association and Deutsche Bank National
        Trust
        Company.

       

      Cut-off
        Date:
        December 1, 2006.

       

      Cut-off
        Date Aggregate Principal Balance:
        With
        respect to the Mortgage Loans in the Trust Fund on the Closing Date, the
        Aggregate Principal Balance for all 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 any
        proceeding under Bankruptcy law or any similar proceeding.

       

      Deceased
        Holder:
        Not
        applicable.

       

      Deferred
        Interest:
        Not
        applicable.

       

      Deficiency
        Amount:
        Not
        applicable.

       

      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.

      
         

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

         

        Designated
          Rate:
          With
          respect to Collateral Group 1, 5.75%. With respect to Collateral Group
          2A,
          7.00%. With respect to Collateral Group 2B, 7.00%. With respect to Collateral
          Group 2C, 7.00%. With respect to Collateral Group 3, 7.50%. With respect
          to
          Collateral Group P, 0.00%.

        

          
            
              
              

            

            
              21

              
                

              

            

            
              
              

            

          

        

      

      


      Determination
        Date:
        With
        respect to each Distribution Date and any Servicer, as specified in the
        applicable Servicing Agreement.

       

      Discount
        Mortgage Loan:
        Any
        Mortgage Loan with a Net Rate less than 6.00% per annum. 

       

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

       

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

       

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

       

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

       

      Document
        Transfer Event:
        Not
        applicable.

       

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

       

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

       

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

      
         

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

        

          
            
              
              

            

            
              22

              
                

              

            

            
              
              

            

          

        

      

      


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

       

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

      
         

        (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

      

      


      
        
          
            
            

          

          
            23

            
              

            

          

          
            
            

          

        

      

       

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

       

      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.

       

      Employee
        Discount Rate:
        Not
        applicable.

       

      Employee
        Mortgage Loan:
        None.

       

      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 R, Class LT-R, Class X, Class B5, Class B6 or Class B7 Certificate
          or any
          Certificate with a rating below the lowest applicable rating permitted
          under the
          Underwriter’s Exemption.

         

        ERISA-Restricted
          Trust Certificate:
          Any
          Class 1-A2 Certificate or Class 1-A5 Certificate.

        

          
            
              
              

            

            
              24

              
                

              

            

            
              
              

            

          

        

         

      

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

       

      Euroclear:
        JPMorgan Chase Bank, Brussels office, as operator of the Euroclear
        System.

       

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

       

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

       

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

       

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

       

      Exchange
        Class
        or Exchange
        Certificates:
        The Classes of Certificates identified as such, and issued under, the Exchange
        Trust Agreement.

       

      Exchangeable
        Classes
        or Exchangeable
        Certificates:
        The
        Classes of Certificates identified as such, and issued under, the Exchange
        Trust
        Agreement.

       

      Exchange
        Trust Agreement:
        The
        Exchange Trust Agreement dated as of December 1, 2006, entered into by and
        among
        the Depositor and the Trustee for the issuance of the Exchange and Exchangeable
        Certificates.

       

      Exchange
        Trustee:
        Wells
        Fargo Bank, N.A., in its capacity as trustee under the Exchange Trust
        Agreement.

       

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

       

      FHLMC
        or Freddie Mac:
        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.

       

      Financial
        Asset:
        The
        meaning specified in Section 8-102(a)(9) of the UCC.

      
         

        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.

         

        Fitch:
          Fitch
          Ratings or any successor in interest.

         

        FNMA
          or Fannie Mae:
          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.

        

          
            
              
              

            

            
              25

              
                

              

            

            
              
              

            

          

        

      

      


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

       

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

       

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

       

      Fraud
        Loss Limit:
        As of
        the Cut-off Date, initially, $13,511,895. The Fraud Loss Limit shall be reduced,
        from time to time, by the amount of Fraud Losses allocated to the related
        Certificates. In addition, on each anniversary of the Cut-off Date, the Fraud
        Loss Limit shall be reduced as follows: (a) on the first anniversary of the
        Cut-off Date, to an amount equal to the lesser of (1) the Fraud Loss Limit
        as of
        the most recent anniversary of the Cut-off Date and (2) 2.00% of the aggregate
        Scheduled Principal Balance of the Mortgage Loans, as of the most recent
        anniversary of the Cut-off Date, and (b) on the second through the fifth
        anniversaries of the Cut-off Date, to an amount equal to the lesser of (1)
        the
        Fraud Loss Limit as of the most recent anniversary of the Cut-off Date and
        (2)
        1.00% of the aggregate Scheduled Principal Balance of the Mortgage Loans,
        as of
        the most recent anniversary of the Cut-off Date and thereafter, to zero.
        

       

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

       

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

       

      Group
        1 Percentage:
        With
        respect to each Distribution Date Distribution Date and the Class 1-A4
        Certificates, the percentage obtained by dividing (x) the Class Principal
        Amount
        of the Class 1-A4 Certificates immediately prior to such date, by (y) the
        aggregate Class Principal Amount of the Class 1-A2, Class 1-A4, Class 1-A10,
        Class 1-A21, Class 1-A22, Class 1-A23 and Class 1-A24 Certificates.

       

      Group
        1 Priority Amount:
        With
        respect to each Distribution Date and the Class 1-A4 Certificates, an amount
        equal to the lesser of (i) the sum of (x) the product of the Group 1 Percentage
        for such date, the Shift Percentage and 34.2307310368% the Scheduled Principal
        Amount for Collateral Group 1 for such date and (y) the product of the Group
        1
        Percentage for such date, the Shift Percentage for such date 34.2307310368%
        and
        the Unscheduled Principal Amount for Collateral Group 1 for such date, and
        (ii)
        the aggregate Class Principal Amount of the Class 1-A4
        Certificates.

      
         

        Group
          Subordinate Amount:
          With
          respect to any Collateral Group (other than Collateral Group P) and any
          Distribution Date, the excess of the Non-AP Pool Balance for such Collateral
          Group for the immediately preceding Distribution Date over the sum of the
          Class
          Principal Amounts of the Non-AP Senior Certificates for such Collateral
          Group
          immediately prior to such Distribution Date.

        

          
            
              
              

            

            
              26

              
                

              

            

            
              
              

            

          

        

      

      


      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, the Cap
        Counterparty 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 may request and
        conclusively rely on certifications by the Depositor, the Master Servicer
        and
        any Servicer in determining whether any Certificates are registered to an
        Affiliate of the Depositor, the Master Servicer, the Cap Counterparty or
        any
        Servicer. After a Section 7.01(c) Purchase Event other than in Sections 5.02(a)
        through (h) and 11.03(a) and (b) herein, and, except in the case of the Class
        LT-R Certificates, Sections 3.03, 3.04, 3.05, 3.06, 3.07, 3.09 and 5.07(c)
        and
        (f) herein, all references in this Agreement to “Holder” or “Certificateholder”
shall be deemed to be references to the LTURI-holder, as recorded on the
        books
        of the Certificate Registrar, as holder of the Lower Tier REMIC 1 Uncertificated
        Regular Interests.

       

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

       

      Independent:
        When
        used with respect to any Accountants, a Person who is “independent” within the
        meaning of Rule 2-01(b) of the Commission’s Regulation S-X. When used with
        respect to any other Person, a Person who (a) is in fact independent of another
        specified Person and any Affiliate of such other Person, (b) does not have
        any
        material direct financial interest in such other Person or any Affiliate
        of such
        other Person, 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.

       

      Individual
        Redemption Certificate:
        Not
        applicable.

       

      Initial
        LIBOR Rate:
        5.35%.

       

      Initial
        Optional Termination Date:
        As
        defined in Section 7.01(b).

       

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

      
         

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

         

        Interest
          Distribution Amount:
          Not
          applicable.

         

        Interest
          Shortfall:
          With
          respect to any Class of Certificates (including any interest-bearing Component
          thereof but excluding the Class AP and any Class X Certificates) and any
          Distribution Date, any Accrued Certificate Interest not distributed (or
          added to
          principal) with respect to any previous Distribution Date, other than due
          to any
          Net Prepayment Interest Shortfalls.

        

          
            
              
              

            

            
              27

              
                

              

            

            
              
              

            

          

        

         

      

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

       

      Latest
        Possible Maturity Date:
        With
        respect to all Collateral Groups (other than Collateral Group P), the
        Distribution Date in January 2037. With respect to Collateral Group P, the
        Distribution Date in December 2036.

       

      LBB:
        Lehman
        Brothers Bank, FSB.

       

      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.

       

      If
        on
        such a LIBOR Determination Date, the BBA’s Interest Settlement Rate does not
        appear on the Telerate Page 3750 as of 11:00 a.m. (London time), or if the
        Telerate Page 3750 is not available on such date, the Trustee will obtain
        such
        rate first
        from
        Reuters’ “page LIBOR 01,” or if such page is not available, then from
        Bloomberg’s page “BBAM”. If 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, 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
          Certificate (or Component) whose Certificate Interest Rate adjusts on the
          basis
          of LIBOR.

         

        LIBOR
          Component:
          None.

        

          
            
              
              

            

            
              28

              
                

              

            

            
              
              

            

          

        

      

      


      LIBOR
        Determination Date:
        For any
        LIBOR Certificate, the second LIBOR Business Day immediately preceding the
        commencement of each Accrual Period other than the first Accrual
        Period.

       

      Liquidated
        Mortgage Loan:
        Any
        Charged-off Loan or defaulted Mortgage Loan as to which the Mortgage Loan
        or
        related REO Property has been disposed of and 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, including, without
        limitation, foreclosure and rehabilitation expenses, legal expenses and
        unreimbursed amounts expended pursuant to Sections 9.06, 9.16 or
        9.22.

       

      Liquidation
        Proceeds:
        Cash
        received in connection with the liquidation of a defaulted Mortgage Loan,
        whether through the sale or assignment of such Mortgage Loan, trustee’s sale,
        foreclosure sale or otherwise, or the sale of the related Mortgaged Property
        if
        the Mortgaged Property is acquired in satisfaction of the Mortgage Loan,
        including any amounts remaining in the related Escrow Account, together with
        an
        net proceeds received on a monthly basis with respect to any properties acquired
        on behalf of the Holders by foreclosure or deed in lieu of
        foreclosure.

       

      Living
        Holder:
        Not
        applicable.

       

      Loan-to-Value
        Ratio:
        With
        respect to any Mortgage Loan and any date of determination, the ratio, expressed
        as a percentage, of (a) of the principal balance of such Mortgage Loan on
        such
        date, over (b) the Original Value thereof.

       

      London
        Business Day:
        Any day
        on which banks are open for dealing in foreign currency and exchange in London,
        England and New York City.

       

      Lower
        Tier Interest:
        Any one
        of the interests in a Lower Tier REMIC, as described in the Preliminary
        Statement.

       

      Lower
        Tier REMIC:
        REMIC
        I, REMIC IIA or REMIC IIB, as described in the Preliminary
        Statement.

      
         

        Lower
          Tier REMIC I Uncertificated Regular Interests:
          Lower
          Tier Interests of REMIC I constituting regular interests held in uncertificated
          form. 

         

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

        

          
            
              
              

            

            
              29

              
                

              

            

            
              
              

            

          

        

         

      

      Maintenance:
        With
        respect to any Cooperative Unit, the rent or fee paid by the Mortgagor to
        the
        Cooperative Corporation pursuant to the Proprietary Lease.

       

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

       

      Master
        Servicing Fee:
        As to
        any Distribution Date, 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.

       

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

       

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

       

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

       

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

       

      Moody’s:
        Moody’s
        Investors 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 or a Custodian pursuant to this
        Agreement.

       

      Mortgage
        Loan:
        A
        Mortgage and the related notes or other evidences of indebtedness secured
        by
        each such Mortgage or a manufactured housing contract 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
          agreement dated as of December 1, 2006, for the sale of the Mortgage Loans
          by
          LBH 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 Mortgage Pool,
          Collateral Group or Group to which such Mortgage Loan has been assigned,
          (viii)
          the Servicer of such Mortgage Loan, (ix) the term and method of calculation
          of Prepayment Penalty Amounts, (x) whether such Mortgage Loan is an
          Employee Mortgage Loan, and (xi) the initial Custodian for such Mortgage
          Loan. The Depositor shall be responsible for providing the Trustee and
          the
          Master Servicer with all amendments to the Mortgage Loan Schedule.

        

          
            
              
              

            

            
              30

              
                

              

            

            
              
              

            

          

        

      

      


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

       

      Mortgage
        Pool:
        Any of
        Pool 1, Pool 2 or Pool 3.

       

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

       

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

       

      Mortgagor:
        The
        obligor on a Mortgage Note.

       

      Negative
        Amortization Certificate:
        None.

       

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

       

      Net
        Mortgage Rate or NMR:
        With
        respect to any Mortgage Loan, the Mortgage Rate thereof reduced by the sum
        of
        the applicable Servicing Fee Rate, the applicable Retained Interest Rate,
        if
        any, and, if applicable and specified on the Mortgage Loan Schedule, the
        premium
        rate on any lender-provided mortgage insurance. The Net Mortgage Rate of
        any
        Employee Mortgage Loan shall be calculated without regard to any increase
        in the
        Mortgage Rate thereof as a result of the related Mortgagor ceasing to be
        an
        employee of the Underwriter or any of its affiliates.

       

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

       

      Non-AP
        Pool Balance:
        As to
        any Collateral Group (other than Collateral Group P) and any Distribution
        Date,
        the sum of the related Applicable Fractions of the Scheduled Principal Balance
        of each Mortgage Loan included in the applicable Collateral Group for such
        Distribution Date. 

       

      
        
          
            
            

          

          
            31

            
              

            

          

          
            
            

          

        

      

      


      Non-AP
        Senior Certificate:
        Any
        Senior Certificate other than the Class AP Certificates issued with a
        Certificate (or Component) Principal Balance.

       

      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.

       

      Notice
        of Nonpayment:
        Not
        applicable.

       

      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 of Certificates issued with a Class Notional Amount (or Component issued
        with a Component Notional Amount), as identified in the Class
        Table.

       

      Notional
        Principal Contract Value:
        $31,228.

       

      Offering
        Document:
        The
        private placement memorandum relating to the Privately Offered Certificates,
        or
        the Prospectus.

       

      Offered
        Certificates:
        The
        Certificates other than the Privately Offered Certificates.

       

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

      
         

        Original
          Credit Support Percentage:
          With
          respect to each Class of Subordinate Certificates, the sum of the Class
          Percentages of all Classes of Certificates that rank lower in priority
          than such
          Class on the Closing Date.

        

          
            
              
              

            

            
              32

              
                

              

            

            
              
              

            

          

        

         

      

      Original
        Group Subordinate Amount:
        The
        excess of the Non-AP Pool Balance for each Collateral Group (other than
        Collateral Group P) over the sum of the Class Principal Amounts of the Non-AP
        Senior Certificates for such Collateral Group as of the Cut-off Date.


       

      Original
        Value:
        With
        respect to any Mortgage Loan, 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.

       

      Originator:
        The
        entity that originated a Mortgage Loan.

       

      PAC
        Certificate:
        Any of
        the Class 1-A1, Class 1-A3, Class 1-A14 and Class 1-A15
        Certificates.

       

      PAC
        Principal Amount:
        As to
        each Class of PAC Certificates and each Distribution Date, the amount necessary
        to reduce the Class Principal Balance of such Class to its scheduled balance
        as
        set forth on PAC Principal Amount Schedule for such date.

       

      PAC
        Principal Amount Schedule:
        For the
        PAC Certificates, the table of scheduled balances for such Certificates for
        each
        Distribution Date, as set forth in Exhibit U.

       

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

       

      Percentage
        Interest:
        With
        respect to any Certificate and the related Class, such Certificate’s percentage
        interest in the undivided beneficial ownership interest in the Trust Fund
        evidenced by all Certificates of the same Class as such Certificate. With
        respect to any Certificate other than a Notional Certificate, the Percentage
        Interest evidenced thereby shall equal the initial Certificate Principal
        Amount
        (or Component Notional Amount) thereof divided by the initial Class Principal
        Amount (or Component Notional Amount) of all Certificates of the same Class.
        With respect to any Notional Certificate, the Percentage Interest evidenced
        thereby shall equal the initial Class Notional Amount divided by the initial
        Class Notional Amount of all Certificates of the same Class. With respect
        to the
        Class X, Class R and Class LT-R Certificates, the Percentage Interest evidenced
        thereby shall be as specified on the face thereof, or otherwise be equal
        to
        100%.

      
         

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

         

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

         

        Placement
          Agent:
          Lehman
          Brothers Inc.

         

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

        

          
            
              
              

            

            
              33

              
                

              

            

            
              
              

            

          

        

      

      


      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.

       

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

       

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

       

      Pool
        3:
        The
        aggregate of the Mortgage Loans identified on the Mortgage Loan Schedule
        as
        being included in Pool 3.

       

      Preference
        Amount:
        Not
        applicable.

       

      Prepayment
        Interest Shortfall:
        With
        respect to any Distribution Date and any Principal Prepayment, the difference
        between (i) one full month’s interest at the applicable Mortgage Rate (after
        giving effect to any applicable Relief Act Reduction), as reduced by the
        applicable Servicing Fee Rate, the Master Servicing Fee Rate and the applicable
        Retained Interest Rate, if any, 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
        Penalty Amounts:
        With
        respect to any Distribution Date, all premiums or charges paid by the obligors
        under the related Mortgage Notes due to Principal Prepayments collected by
        the
        Servicers during the immediately preceding Prepayment Period and required
        to be
        remitted to the Trust.

       

      Prepayment
        Period:
        With
        respect to any Distribution Date the period specified as such in the related
        Servicing Agreement.

       

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

      
         

        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.

         

        Privately
          Offered Certificates:
          The
          Class X, Class B5, Class B6 and Class B7 Certificates.

         

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

         

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

        

          
            
              
              

            

            
              34

              
                

              

            

            
              
              

            

          

        

      

      


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

       

      QIB:
        As
        defined in Section 3.03(c).

       

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

       

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

       

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

      
         

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

         

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

         

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

         

      

      
        
          
            
            

          

          
            35

            
              

            

          

          
            
            

          

        

      

       

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

       

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

           

          
            
              
              

            

            
              36

              
                

              

            

            
              
              

            

          

        

         

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

         

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

         

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

         

        Record
          Date:
          With
          respect to any Distribution Date and each Class of Certificates (other
          than the
          LIBOR Certificates), the close of business on the last Business Day of
          the month
          immediately preceding the month in which such Distribution Date occurs;
          and with
          respect to any Distribution Date and the LIBOR Certificates, the Business
          Day
          immediately preceding the related Distribution Date.

         

        Redemption
          Certificate:
          None.

         

        Regulation
          AB:
          Subpart
          229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R.
§§229.1100-229.1123, as such may be amended from time to time, and subject
          to
          such clarification and interpretation as have been provided by the Commission
          in
          the adopting release (Asset-Backed Securities, Securities Act Release No.
          33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the
          Commission, or as may be provided by the Commission or its staff from time
          to
          time.

         

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

         

        
          
            
            

          

          
            37

            
              

            

          

          
            
            

          

        

         

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

         

        Reimbursement
          Amount:
          Not
          applicable.

         

        Released
          Mortgage Loan:
          As of
          any transfer date as set forth in the related Servicing Agreement, any
          Mortgage
          Loan other than a Covered Mortgage Loan that was delinquent in payment
          for a
          period of time equal to the later to occur of (i) 210 days or more or (ii)
          30
          days or more after such Mortgage Loan became a Charged-off Loan, in each
          case as
          of the last calendar day of the month immediately proceeding the month
          in which
          such transfer date occurs, without giving effect to any grace period permitted
          by the related Mortgage Note, and for which foreclosure proceedings have
          not
          been initiated.

         

        Released
          Mortgage Transferee:
          The
          Master Servicer.

         

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

         

        Relevant
          UCC:
          The
          Uniform Commercial Code as in effect in the applicable
          jurisdiction.

         

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

         

        REMIC:
          Each of
          REMIC I, REMIC IIA, REMIC IIB and REMIC III, as described in the Preliminary
          Statement hereto.

         

        REMIC
          Provisions:
          The
          provisions of the federal income tax law relating to real estate mortgage
          investment conduits, which appear at sections 860A through 86OG 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.

         

        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).

         

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

         

        
          
            
            

          

          
            38

            
              

            

          

          
            
            

          

        

         

        Responsible
          Officer or responsible officer:
          When
          used with respect to the Trustee, any Vice President, Assistant Vice President,
          the Secretary, any assistant secretary, any Trust Officer, the Treasurer,
          or any
          assistant treasurer, working in its Corporate Trust Office and having direct
          responsibility for the administration of this Agreement.

         

        Restricted
          Certificate:
          Any
          Class B5, Class B6, Class B7 or Class X Certificate and any Restricted
          Global
          Security.

         

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

         

        Retained
          Interest:
          Not
          applicable.

         

        Retained
          Interest Mortgage Loan:
          Not
          applicable.

         

        Retained
          Interest Holder:
          Not
          applicable.

         

        Retained
          Interest Rate:
          Not
          applicable.

         

        Retained
          Mortgage File:
          Not
          applicable.

         

        Retired
          Subordinate Class:
          Any of
          the Class B4, Class B5, Class B6 and Class B7 Certificates, following the
          date
          on which such Class’s Class Principal Amount has been reduced to zero.


         

        Rules:
          As
          defined in Section 6.20(c).

         

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

         

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

         

        Sarbanes-Oxley
          Certification:
          A
          written certification covering the activities of all Servicing Function
          Participants and signed by an officer of the Exchange Act Signing Party
          that
          complies with Section 302 of the Sarbanes-Oxley Act, as amended from time
          to
          time.

         

        Scheduled
          Certificate:
          None.

         

        Scheduled
          Component:
          None.

         

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

         

        
          
            
            

          

          
            39

            
              

            

          

          
            
            

          

        

         

        Scheduled
          Principal Amount:
          With
          respect to each Distribution Date and any Collateral Group, the amount
          described
          in clause (i) of the definition of Senior Principal Distribution Amount
          with
          respect to such Collateral Group.

         

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

         

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

         

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

         

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

         

        Seller:
          LBH or
          any successor in interest, as the context may require.

         

        Senior
          Certificate:
          Any
          Certificate (including any Exchangeable or Exchange Certificate) other
          than a
          Subordinate Certificate or a Class X or Class LT-R Certificate.

         

        Senior
          Percentage:
          With
          respect to each Collateral Group (other than Collateral Group P) and any
          Distribution Date, the percentage equivalent of a fraction, the numerator
          of
          which is the sum of the Class Principal Amounts of each Class of Non-AP
          Senior
          Certificates for the such Collateral Group immediately prior to such
          Distribution Date, to the extent that such Classes are outstanding on such
          date,
          and the denominator of which is the related Non-AP Pool Balance as of the
          beginning of the related Due Period. 

         

        Senior
          Prepayment Percentage:
          With
          respect to each Collateral Group (other than Collateral Group P) and any
          Distribution Date occurring during the five years beginning on the first
          Distribution Date, 100%. With respect to each Collateral Group and for
          any
          Distribution Date occurring on or after the fifth anniversary of the first
          Distribution Date, the related Senior Percentage plus the following percentage
          of the related Subordinate Percentage for such Distribution Date: for any
          Distribution Date in the first year thereafter, 70%; for any Distribution
          Date
          in the second year thereafter, 60%; for any Distribution Date in the third
          year
          thereafter, 40%; for any Distribution Date in the fourth year thereafter,
          20%;
          and for any subsequent Distribution Date, 0%; provided,
          however,
          that if
          on any of the foregoing Distribution Dates the Senior Percentage for a
          Collateral Group exceeds the initial Senior Percentage for such Collateral
          Group, the Senior Prepayment Percentage for each Collateral Group for such
          Distribution Date shall once again equal 100% for such Distribution
          Date.

         

        
          
            
            

          

          
            40

            
              

            

          

          
            
            

          

        

         

        Notwithstanding
          the foregoing, no decrease in the Senior Prepayment Percentage for any
          Collateral Group below the level in effect for the most recent prior period
          set
          forth in the paragraph above shall be effective on any Distribution Date
          if, as
          of the first Distribution Date as to which any such decrease applies, (i)
          the
          average outstanding principal balance on such Distribution Date and for
          the
          preceding five Distribution Dates of all Mortgage Loans that were delinquent
          60
          days or more (including for this purpose any REO Property or Mortgage Loans
          in
          foreclosure or bankruptcy and Mortgage Loans with respect to which the
          related
          Mortgaged Property has been acquired by the Trust Fund if the related Mortgage
          Loan had remained in existence) is greater than or equal to 50% of the
          sum of
          the Group Subordinate Amounts, immediately prior to such Distribution Date
          or
          (ii) cumulative Realized Losses with respect to all the Mortgage Loans
          exceed (a) with respect to the Distribution Date on or after the fifth
          anniversary but prior to the sixth anniversary of the first Distribution
          Date,
          30% of the Original Group Subordinate Amount, (b) with respect to the
          Distribution Date on or after the sixth anniversary but prior to the seventh
          anniversary of the first Distribution Date, 35% of the Original Group
          Subordinate Amount, (c) with respect to the Distribution Date on or after
          the
          seventh anniversary but prior to the eighth anniversary of the first
          Distribution Date, 40% of the Original Group Subordinate Amount, (d) with
          respect to the Distribution Date on or after the eighth anniversary but
          prior to
          the ninth anniversary of the first Distribution Date, 45% of the Original
          Group
          Subordinate Amount and (e) with respect to the Distribution Date on or
          after the
          ninth anniversary of the first Distribution Date or thereafter, 50% of
          the
          Original Group Subordinate Amount.

         

        After
          the
          Class Principal Amount of each Class of Senior Certificates for a Collateral
          Group has been reduced to zero, the Senior Prepayment Percentage for such
          Collateral Group shall be 0%.

         

        Senior
          Principal Distribution Amount:
          For any
          Collateral Group (other than Collateral Group P) and any Distribution Date,
          the
          sum of the following amounts:

         

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

         

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

         

        
          
            
            

          

          
            41

            
              

            

          

          
            
            

          

        

         

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

         

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

         

        If
          on any
          Distribution Date the Class Principal Amount of the Class or Classes of
          Non-AP
          Senior Certificates related to any Collateral Group have been reduced to
          zero,
          the Senior Principal Distribution Amount for such Class or Classes of Non-AP
          Senior Certificates for such date (following such reduction) and each subsequent
          Distribution Date shall be zero.

         

        Senior
          Principal Priorities:
          The
          priorities for distribution of principal to the Senior Certificates as
          set forth
          in Exhibit O.

         

        Servicer: Any
          Servicer that has entered into any of the Servicing Agreements identified
          on
          Exhibit E hereto, or any successors in interest. The initial Servicers
          shall be
          Aurora Loan Services LLC, IndyMac Bank, F.S.B., Countrywide Home Loans
          Servicing
          LP and Colonial Savings, F.A.

         

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

         

        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.

         

        
          
            
            

          

          
            42

            
              

            

          

          
            
            

          

        

         

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

         

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

         

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

         

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

         

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

         

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

         

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

         

        Shift
          Percentage:
          With
          respect to each Distribution Date occurring during the five years beginning
          on
          the first Distribution Date, 0%. With respect to each Distribution Date
          occurring on or after the fifth anniversary of the first Distribution Date,
          the
          following percentage for such Distribution Date; for any Distribution Date
          in
          the first year thereafter, 30%; for any Distribution Date in the second
          year
          thereafter, 40%; for any Distribution Date in the third year thereafter,
          60%;
          for any Distribution Date in the fourth year thereafter, 80%; and for any
          subsequent Distribution Date, 100%.

         

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

         

        
          
            
            

          

          
            43

            
              

            

          

          
            
            

          

           

        

        Special
          Hazard Loss Limit:
          As of
          the Cut-off Date, initially, $6,314,455, which amount shall be reduced
          from time
          to time to an amount equal on any Distribution Date to the lesser of (a)
          the
          greatest of (i) 1.00% of the aggregate of the Scheduled Principal Balances
          of
          the Mortgage Loans; (ii) twice the Scheduled Principal Balance of the Mortgage
          Loan having the highest Scheduled Principal Balance, and (iii) the aggregate
          Scheduled Principal Balances of the Mortgage Loans secured by Mortgaged
          Properties located in the single California postal zip code area having
          the
          highest aggregate Scheduled Principal Balance of Mortgage Loans of any
          such
          postal zip code area and (b) the Special Hazard Loss Limit as of the Closing
          Date less the amount, if any, of Special Hazard Losses incurred with respect
          to
          the Mortgage Loans since the Closing Date.

         

        Specified
          Rating:
          Not
          applicable.

         

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

         

        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 functions required to be performed under this Agreement,
          each Custodial Agreement, each 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 the Trustee,
          the Master Servicer, a Custodian or a Servicer.

         

        Subgroups:
          Each of
          the subgroupings of Mortgage Loans described below:

         

        “Subgroup
          1-A”:
          The
          Mortgage Loans in Pool 1 with Net Mortgage Rates of less than
          5.75%.

         

        “Subgroup
          1-B”:
          The
          Mortgage Loans in Pool 1 with Net Mortgage Loans of greater than or equal
          to
          5.75% but less than 7.00%.

         

        “Subgroup
          1-C”:
          The
          Mortgage Loans in Pool 1 with Mortgage Rates of greater than or equal to
          7.00%
          but less than 7.50%.

         

        “Subgroup
          1-D”:
          The
          Mortgage Loans in Pool 1 with Net Mortgage Rates greater than or equal
          to 7.50%.


         

        “Subgroup
          2-A”:
          The
          Mortgage Loans in Pool 2 with Net Mortgage Rates of less than
          5.75%.

         

        “Subgroup
          2-B”:
          The
          Mortgage Loans in Pool 2 with Net Mortgage Loans of greater than or equal
          to
          5.75% but less than 7.00%.

         

        “Subgroup
          2-C”:
          The
          Mortgage Loans in Pool 2 with Mortgage Rates of greater than or equal to
          7.00%
          but less than 7.50%.

         

        
          
            
            

          

          
            44

            
              

            

          

          
            
            

          

        

         

        “Subgroup
          2-D”:
          The
          Mortgage Loans in Pool 2 with Net Mortgage Rates greater than or equal
          to 7.50%.


         

        “Subgroup
          3-A”:
          The
          Mortgage Loans in Pool 3 with Net Mortgage Rates of less than
          5.75%.

         

        “Subgroup
          3-B”:
          The
          Mortgage Loans in Pool 3 with Net Mortgage Loans of greater than or equal
          to
          5.75% but less than 7.00%.

         

        “Subgroup
          3-C”:
          The
          Mortgage Loans in Pool 3 with Mortgage Rates of greater than or equal to
          7.00%
          but less than 7.50%.

         

        “Subgroup
          3-D”:
          The
          Mortgage Loans in Pool 3 with Net Mortgage Rates greater than or equal
          to 7.50%.


         

        Subordinate
          Allocation Percentage:
          For
          each Distribution Date and each of the Class B4, Class B5, Class B6 and
          Class B7
          Certificates shall equal 12.5031741823%, 29.1652711390%, 33.3373968429%
          and
          24.9941578358%, respectively.

         

        Subordinate
          Certificates:
          Any of
          the Class M-1A, Class M-1B, Class B1, Class B2, Class B3, Class B4, Class
          B5,
          Class B6 or Class B7 Certificates.

         

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

         

        Subordinate
          Class Percentage:
          With
          respect to any Distribution Date and any Class of Subordinate Certificates
          (or
          Classes of Certificates, in the case of the Class M-1A and Class M-1B
          Certificates), the percentage obtained by dividing the Class Principal
          Amount of
          such Class (or such Classes) immediately prior to such Distribution Date
          by the
          aggregate Certificate Principal Amount of all Subordinate Certificates
          immediately prior to such Distribution Date. 

         

        Subordinate
          Percentage:
          With
          respect to each Collateral Group (other than Collateral Group P) and any
          Distribution Date, the difference between 100% and the related Senior Percentage
          for such Distribution Date.

         

        Subordinate
          Prepayment Percentage:
          With
          respect to each Collateral Group (other than Collateral Group P) and any
          Distribution Date, the difference between 100% and the related Senior Prepayment
          Percentage for such Distribution Date.

         

        Subordinate
          Principal Distribution Amount:
          For any
          Collateral Group (other than Collateral Group P) and any Distribution Date,
          the
          sum of the following:

         

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

         

        
          
            
            

          

          
            45

            
              

            

          

          
            
            

          

        

         

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

         

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

         

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

         

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

         

        Subservicer:
          Any
          Person that (i) is considered to be a Servicing Function Participant, (ii)
          services Mortgage Loans on behalf of any Servicer or Additional Servicer,
          and
          (iii) is responsible for the performance (whether directly or through
          subservicers or Subcontractors) of 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 at the applicable Net Mortgage Rate from the date on which
          interest was first paid through the end of the Due Period in which such
          substitution occurs, and any related unpaid Advances or Servicing Advances
          or
          unpaid Servicing Fees, and the amount of any costs and damages incurred
          by the
          Trustee or the Trust Fund associated with a violation of any applicable
          federal,
          state or local predatory or abusive lending law in connection with the
          origination of such Deleted Mortgage Loan.

         

        
          
            
            

          

          
            46

            
              

            

          

          
            
            

          

        

         

        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 Class 1-A2
          and Class 1-A5 Cap Agreements.

         

        TAC
          Certificate:
          Any of
          the Class 1-A5 Certificates.

         

        TAC
          Principal Amount:
          As to
          each Class of TAC Certificates and each Distribution Date, the amount necessary
          to reduce the Class Principal Balance of such Class to its scheduled balance
          as
          set forth on the TAC Principal Amount Schedule for such date.

         

        TAC
          Principal Amount Schedule:
          For the
          TAC Certificates, the table of scheduled balances for such Certificates
          for each
          Distribution Date, as set forth in Exhibit U.

         

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

         

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

         

        Termination
          Price:
          As
          defined in Section 7.01 hereof.

         

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

         

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

         

        Transferor:
          Each
          seller of Mortgage Loans to LBB or the Seller pursuant to a Transfer
          Agreement.

         

        Trust
          Fund:
          The
          corpus of the Lehman Mortgage Trust 2006-9 created pursuant to this Agreement,
          consisting of the Mortgage Loans (other than any Retained Interest), the
          assignment of the Depositor’s rights under the Mortgage Loan Sale Agreement,
          such amounts as shall from time to time be held in the Collection Account,
          the
          Certificate Account, any Escrow Account, the Insurance Policies, any REO
          Property and the other items referred to in, and conveyed to the Trustee
          under,
          Section 2.01(a).

         

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

         

        Trustee:
          Wells
          Fargo Bank, N.A., not in its individual capacity but solely as Trustee,
          or any
          successor in interest, or if any successor trustee or any co-trustee shall
          be
          appointed as herein provided, then such successor trustee and such co-trustee,
          as the case may be. 

         

        UCC:
          The
          Uniform Commercial Code as adopted in the State of New York.

         

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

         

        Undercollateralized
          Class or Classes:
          With
          respect to any Distribution Date and any Class of Non-AP Senior Certificates
          relating to a Collateral Group as to which the total Certificate Principal
          Amount thereof, after giving effect to distributions pursuant to Sections
          5.02(a) and (b) on such date, is greater than the Non-AP Pool Balance of
          the
          related Collateral Group for such Distribution Date, in the case of the
          Senior
          Certificates (other than the Notional Certificates).

         

        
          
            
            

          

          
            47

            
              

            

          

          
            
            

          

        

         

        Underlying
          REMIC Certificates:
          The
          following Classes of Certificates, issued hereunder in uncertificated form
          to
          the Exchange Trustee: Class 1-A1, Class 1-A3, Class 1-A7, Class 1-A8, Class
          1-A14, Class 1-A15, Class 1-A21, Class 1-A22, Class 1-A23, Class 1-A24,
          Class
          2-A2, Class 2-A3, Class 2-A6, Class 2-A7, Class 2-A8, Class 2-A9, Class
          2-A10
          and Class 2-A11. 

         

        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 each of the Class 1-A2 and Class 1-A5
          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 Certificate Interest Rate.

         

        Unscheduled
          Principal Amount:
          With
          respect to each Distribution Date and any Collateral Group (other than
          Collateral Group P), the amount described in clauses (ii) and (iii) (without
          application of the related Senior Prepayment Percentage) of the definition
          of
          Senior Principal Distribution Amount with respect to such Collateral
          Group.

         

        Voting
          Interests:
          The
          portion of the voting rights of all the Certificates that is allocated
          to any
          Certificate for purposes of the voting provisions of this Agreement. At
          all
          times during the term of this Agreement until the Class Notional Amount
          of each
          Class of Notional Certificates has been reduced to zero, 91.00% of all
          Voting
          Interests shall be allocated to the Certificates other than the Notional
          Certificates. The Class X Certificates shall be allocated 1% of all Voting
          Interests and each Class of Notional Certificates shall be allocated 1%
          of all
          Voting Interests. After the Class Notional Amount of each Class of Notional
          Certificate has been reduced to zero, 100% of all Voting Interests shall
          be
          allocated to the remaining Classes of Certificates. Voting Interests allocated
          to the Notional Certificates shall be allocated among the Certificates
          of each
          such Class in proportion to their Notional Amounts. Voting Interests shall
          be
          allocated among the other Classes of Certificates (and among the Certificates
          of
          each such Class) in proportion to their Class Principal Amounts (or Certificate
          Principal Amounts). In the case of the purchase by the Master Servicer
          of the
          Lower Tier REMIC I Uncertificated Regular Interests pursuant to a Section
          7.01(c) Purchase Event, the LTURI holder shall be allocated 100% of the
          Voting
          Interests and upon such purchase any provisions in this Agreement which
          require
          a vote by, a direction or notice given by, an action taken by, a request
          in
          writing by or the consent of, any percentage of the Holders of the Certificates
          or any Class of Certificates may be exercised by the LTURI holder. 

         

        WAC:
          Shall
          have the same meaning as “Average Rate.”

         

        Section
          1.02. Calculations
          Respecting Mortgage Loans.

         

        
          
            
            

          

          
            48

            
              

            

          

          
            
            

          

        

         

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

         

        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 distributions
          of
          principal and interest received on or with respect to the Mortgage Loans
          on and
          after the Cut-off Date (other than payments of principal and interest due
          on or
          before such date) and all such payments due after such date but received
          prior
          to such date and intended by the related Mortgagors to be applied after
          such
          date, together with all of the Depositor’s right, title and interest in and to
          the Collection Account and all amounts from time to time credited to and
          the
          proceeds of the Collection Account, the Certificate Account and all amounts
          from
          time to time credited to and the proceeds of the Certificate Account, any
          Basis
          Risk Reserve Fund, any Escrow Account established pursuant to Section 9.06
          hereof and all amounts from time to time credited to and the proceeds of
          any
          such Escrow Account, any REO Property and the proceeds thereof, the Depositor’s
          rights under any Insurance Policies related to the Mortgage Loans, and
          the
          Depositor’s security interest in any collateral pledged to secure the Mortgage
          Loans, including the Mortgaged Properties and any Additional Collateral,
          and any
          proceeds of the foregoing, to have and to hold, in trust; and the Trustee
          declares that, subject to the review provided for in Section 2.02, it (or
          a
          Custodian on its behalf) has received and shall hold the Trust Fund, as
          trustee,
          in trust, for the benefit and use of the Holders of the Certificates and
          for the
          purposes and subject to the terms and conditions set forth in this Agreement,
          and, concurrently with such receipt, has caused to be executed, authenticated
          and delivered to or upon the order of the Depositor, in exchange for the
          Trust
          Fund, Certificates in the authorized denominations evidencing the entire
          ownership of the Trust Fund. 

         

        Concurrently
          with the execution and delivery of this Agreement and any Cap Agreement,
          the
          Depositor does hereby assign to the Trustee all of its rights and interest
          under
          the Mortgage Loan Sale Agreement including all rights of the Seller under
          the
          Servicing Agreements and Transfer Agreements (other than first payment
          date
          default or early payment date default rights against the related Transferor)
          to
          the extent assigned under such Mortgage Loan Sale Agreement or the Assignment
          Agreement (as applicable). The Trustee hereby accepts such assignment,
          and shall
          be entitled to exercise all rights of the Depositor under the Mortgage
          Loan Sale
          Agreement as if, for such purpose, it were the Depositor. The foregoing
          sale,
          transfer, assignment, set-over, deposit and conveyance does not and is
          not
          intended to result in creation or assumption by the Trustee of any obligation
          of
          the Depositor, the Seller, or any other Person in connection with the Mortgage
          Loans or any other agreement or instrument relating thereto except as
          specifically set forth herein. The Depositor hereby authorizes and directs
          the
          Trustee, solely in its capacity as Trustee of the Supplemental Interest
          Trust
          created hereunder, to execute and deliver any Cap Agreement. The Seller,
          the
          Master Servicer, the
          Depositor and the Certificateholders acknowledge and agree that the Trustee
          is
          executing any Cap Agreement solely in its capacity as trustee of the
          Supplemental Interest Trust, and not in its individual capacity. The Trustee
          shall have no duty or responsibility to enter into any other interest rate
          cap
          agreement upon the expiration or termination of any such Cap
          Agreement.

         

        
          
            
            

          

          
            49

            
              

            

          

          
            
            

          

        

         

        It
          is
          agreed and understood by the Depositor and the Trustee (and the Depositor
          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 a (i)
          “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective
          November 27, 2003; (ii) “High-Cost Home Loan” as defined in the New Mexico Home
          Loan Protection Act effective January 1, 2004; (iii) “High-Cost Home Mortgage
          Loans” as defined in the Massachusetts Predatory Home Loan Practices Act
          effective November 7, 2004 and (iv) “High Cost Home Loans” as defined in the
          Indiana Home Loan Practices Act effective January 1, 2005. 

         

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

         

        (i) with
          respect to each Mortgage Loan, the original Mortgage Note endorsed without
          recourse in proper form to the order of the Trustee, as shown in Exhibit
          B-4, or
          in blank (in each case, with all necessary intervening endorsements as
          applicable);

         

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

         

        
          
            
            

          

          
            50

            
              

            

          

          
            
            

          

        

         

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

         

        (v) with
          respect to each Non-MERS Mortgage Loan other than a Cooperative Loan, an
          original Assignment of Mortgage, in form and substance acceptable for recording.
          The Mortgage shall be assigned either (A) in blank, without recourse or
          (B) to
“Wells Fargo Bank, N.A., as Trustee of the Lehman Mortgage Trust 2006-9,”
without recourse;

         

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

         

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

         

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

         

        (ix) the
          original of any security agreement, chattel mortgage or equivalent executed
          in
          connection with the Mortgage or as to any security agreement, chattel mortgage
          or their equivalent 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 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;

         

        
          
            
            

          

          
            51

            
              

            

          

          
            
            

          

           

        

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

         

        (xi) in
          connection with any pledge of Additional Collateral, the original additional
          collateral pledge and security agreement executed in connection therewith,
          assigned to the Trustee; and

         

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

         

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

         

        (c) (1) Assignments
          of Mortgage with respect to each Non-MERS Mortgage Loan other than a Cooperative
          Loan shall be recorded; provided,
          however,
          that
          such Assignments of Mortgage need not be recorded if, in the Opinion of
          Counsel
          (which must be from Independent counsel) (which Opinion of Counsel may
          be in the
          form of a memorandum of law) acceptable to the Trustee and the Rating Agencies,
          recording in such states is not required to protect the Trustee’s interest in
          the related Non-MERS Mortgage Loans. Subject to the preceding sentence,
          as soon
          as practicable after the Closing Date (but in no event more than 3 months
          thereafter except to the extent delays are caused by the applicable recording
          office), the Trustee, at the expense of the Depositor and with the cooperation
          of the applicable Servicer, shall cause to be properly recorded by such
          Servicer
          in each public recording office where the related Mortgages are recorded
          each
          Assignment of Mortgage referred to in subsection (b)(v) above with respect
          to
          each Non-MERS Mortgage Loan. With respect to each Cooperative Loan, the
          Trustee,
          at the expense of the Depositor and with the cooperation of the applicable
          Servicer, shall cause such Servicer to take such actions as are necessary
          under
          applicable law in order to perfect the interest of the Trustee in the related
          Mortgaged Property.

         

        (ii) With
          respect to each MERS Mortgage Loan, the applicable Servicer, at the expense
          of
          the Depositor and with the cooperation of the Trustee, shall 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 to the applicable Custodian on behalf of the Trustee, under
          clause
          (b)(viii) above and is not so delivered, the Depositor will provide a copy
          of
          such Title Insurance Policy to the Trustee, or to the applicable Custodian
          on
          behalf of the Trustee, as promptly as practicable after the execution and
          delivery hereof, but in any case within 180 days of the Closing
          Date.

         

        
          
            
            

          

          
            52

            
              

            

          

          
            
            

          

           

        

        (e) For
          Mortgage Loans (if any) that have been prepaid in full after the Cut-off
          Date
          and prior to the Closing Date, the Depositor, in lieu of delivering the
          above
          documents, herewith delivers to the Trustee, or to the applicable Custodian
          on
          behalf of the Trustee, an Officer’s Certificate which shall include a statement
          to the effect that all amounts received in connection with such prepayment
          that
          are required to be deposited in the applicable Collection Account pursuant
          to
          Section 4.01 have been so deposited. All original documents that are not
          delivered to the Trustee or the applicable Custodian on behalf of the Trustee
          shall be held by a 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
          a
          Custodian on behalf of the Trustee, 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 Servicers
          and the Master Servicer 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 will,
          on
          behalf of the Trustee and for the benefit of Holders of the Certificates,
          review
          each Mortgage File to ascertain that all required documents set forth in
          Section
          2.01 have been received and appear on their face to contain the requisite
          signatures by or on behalf of the respective parties thereto, and shall
          deliver
          to the Trustee, the Depositor, the Servicers and the Master Servicer an
          Interim
          Certification in the form annexed hereto as Exhibit B-2 (or in the form
          annexed
          to the applicable Custodial Agreement as Exhibit B-2, as applicable to
          the
          effect that, as to each Mortgage Loan listed in the Mortgage Loan Schedule
          (other than any Mortgage Loan prepaid in full or any Mortgage Loan specifically
          identified in such certification as not covered by such certification),
          (i) all
          of the applicable documents specified in Section 2.01(b) are in its possession
          and (ii) such documents have been reviewed by it and appear to relate to
          such
          Mortgage Loan. The Trustee, or the applicable Custodian on behalf of the
          Trustee, shall make sure that the documents are executed and endorsed,
          but shall
          be under no duty or obligation to inspect, review or examine any such documents,
          instruments, certificates or other papers to determine that the same are
          valid,
          binding, legally effective, properly endorsed, genuine, enforceable or
          appropriate for the represented purpose or that they have actually been
          recorded
          or are in recordable form or that they are other than what they purport
          to be on
          their face. Neither the Trustee nor any Custodian shall have any responsibility
          for verifying the genuineness or the legal effectiveness of or authority
          for any
          signatures of or on behalf of any party or endorser.

         

        
          
            
            

          

          
            53

            
              

            

          

          
            
            

          

           

        

        (c) If
          in the
          course of the review described in paragraph (b) above the Trustee or the
          applicable Custodian discovers any document or documents constituting a
          part of
          a Mortgage File that is missing, does not appear regular on its face (i.e.,
          is
          mutilated, damaged, defaced, torn or otherwise physically altered) or appears
          to
          be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule
          (each, a “Material Defect”), the Trustee, or the applicable Custodian on behalf
          of the Trustee, shall promptly identify 

        the
          Mortgage Loan to which such Material Defect relates in the Interim Certification
          delivered to the Depositor, the Master Servicer and the Trustee. 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, it
          shall,
          if a loss has been incurred with respect to such Mortgage Loan that would,
          if
          such Mortgage Loan were not purchased from the Trust Fund, constitute a
          Realized
          Loss, and such loss is attributable to the failure of the applicable Transferor
          or 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 applicable Transferor or the Depositor
          to
          cure a Material Defect if, as determined by the Depositor, upon mutual
          agreement
          with the Master Servicer acting in good faith, absent such Material Defect,
          such
          loss would not have been incurred. Within the two-year period following
          the
          Closing Date, the Depositor may, in lieu of repurchasing a Mortgage Loan
          pursuant to this Section 2.02, substitute for such Mortgage Loan a Qualifying
          Substitute Mortgage Loan subject to the provisions of Section 2.05. The
          failure
          of the Trustee or the applicable Custodian to give the notice contemplated
          herein within 45 days after the Closing Date shall not affect or relieve
          the
          Depositor of its obligation to repurchase any Mortgage Loan pursuant to
          this
          Section 2.02 or any other Section of this Agreement requiring the repurchase
          of
          Mortgage Loans from the Trust Fund.

         

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

         

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

         

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


         

        (g) Notwithstanding
          anything to the contrary contained herein, the parties hereto acknowledge
          that
          the functions of the Trustee with respect to the custody, acceptance, inspection
          and release of Mortgage Files, including but not limited to certain insurance
          policies and documents contemplated by this Agreement or the Servicing
          Agreement(s), and preparation and delivery of the certifications shall
          be
          performed by the Custodians pursuant to the terms and conditions of the
          Custodial Agreements.

         

        
          
            
            

          

          
            54

            
              

            

          

          
            
            

          

        

         

        (h) The
          Trustee, solely in its capacity as Trustee, is hereby authorized and directed
          by
          the Depositor to execute and deliver, concurrently with the execution of
          this
          Agreement, the Custodial Agreements and Servicing Agreements.

         

        Section
          2.03. Representations
          and Warranties of the Depositor.

         

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

         

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

         

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

         

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

         

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

         

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

         

        
          
            
            

          

          
            55

            
              

            

          

          
            
            

          

        

         

        (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
          LBH under
          the Mortgage Loan Sale Agreement, the only right or remedy of the Trustee
          or of
          any Certificateholder shall be the Trustee’s right to enforce the obligations of
          the applicable Transferor under any applicable representation or warranty
          made
          by it. The Trustee acknowledges that LBH shall have no obligation or liability
          with respect to any breach of a representation or warranty made by it with
          respect to the Mortgage Loans if the fact, condition or event constituting
          such
          breach also constitutes a breach of a representation or warranty made by
          the
          applicable Transferor in the applicable Transfer Agreement, without regard
          to
          whether such Transferor fulfills its contractual obligations in respect
          of such
          representation or warranty. The Trustee further acknowledges that the Depositor
          shall have no obligation or liability with respect to any breach of any
          representation or warranty with respect to the Mortgage Loans (except as
          set
          forth in Section 2.03(a)(vi)) under any circumstances.

         

        Section
          2.04. Discovery
          of Breach.

         

        
          
            
            

          

          
            56

            
              

            

          

          
            
            

          

        

         

        It
          is
          understood and agreed that the representations and warranties (i) of the
          Depositor set forth in Section 2.03 hereof, (ii) of LBH set forth in the
          Mortgage Loan Sale Agreement and assigned to the Trustee by the Depositor
          hereunder and (iii) of each Transferor, assigned by LBH to the Depositor
          pursuant to the Mortgage Loan Sale Agreement and assigned to the Trustee
          by the
          Depositor hereunder, shall each survive delivery of the Mortgage Files
          and the
          Assignment of Mortgage of each Mortgage Loan to the Trustee and shall continue
          throughout the term of this Agreement. Upon discovery by any of the Depositor,
          the Master Servicer or the Trustee of a breach of any of such representations
          and warranties that adversely and materially affects the value of the related
          Mortgage Loan, the party discovering such breach shall give prompt written
          notice to the other parties; provided, to the extent that knowledge of
          such
          breach with respect to any Mortgage Loan is known by any officer, director,
          employee or agent of Aurora Loan Services LLC 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, any Transferor
          or LBH and assigned to the Trustee hereunder, the Depositor, such Transferor
          or
          LBH 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 the 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 the Certificateholders. As provided in the
          Mortgage
          Loan Sale Agreement, if any Transferor substitutes for a Mortgage Loan
          for which
          there is a breach of any representations and warranties in the related
          Transfer
          Agreement which adversely and materially affects the value of such Mortgage
          Loan
          and such substitute mortgage loan is not a Qualifying Substitute Mortgage
          Loan,
          under the terms of the Mortgage Loan Sale Agreement, LBH will, in exchange
          for
          such Substitute Mortgage Loan, either (i) provide the applicable Purchase
          Price for the affected Mortgage Loan or (ii) within two years of the
          Closing Date, substitute such affected Mortgage Loan with a Qualifying
          Substitute Mortgage Loan. 

         

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

         

        (a) With
          respect to any Mortgage Loan repurchased by the Depositor pursuant to this
          Agreement by LBH pursuant to the Mortgage Loan Sale Agreement or by any
          Transferor pursuant to the applicable Transfer Agreement, the principal
          portion
          of the funds received by the Trustee in respect of such repurchase of a
          Mortgage
          Loan will be considered a Principal Prepayment and shall be deposited in
          the
          Certificate Account. The Trustee, upon receipt by LBH or a Transferor of
          the
          full amount of the Purchase Price for a Deleted Mortgage Loan, or upon
          its
          receipt of notification from the applicable Custodian that it has 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 reassigned to the Depositor, LBH or the applicable
          Transferor, as applicable, the related Mortgage File for the Deleted Mortgage
          Loan and shall execute and deliver such instruments of transfer or assignment,
          in each case without recourse, representation or warranty, as shall be
          necessary
          to vest in such party or its designee or assignee title to any Deleted
          Mortgage
          Loan released pursuant hereto, free and clear of all security interests,
          liens
          and other encumbrances created by this Agreement, which instruments shall
          be
          prepared by the applicable Servicer or the Trustee (or the applicable
          Custodian), and the Trustee shall have no further responsibility with respect
          to
          the Mortgage File relating to such Deleted Mortgage Loan. The Seller indemnifies
          and holds the Trust Fund, the 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 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 (i) any federal or state tax to be imposed
          on the
          Trust Fund, including without limitation, any federal tax imposed on “prohibited
          transactions” under Section 860F(2) of the Code, or (ii) any REMIC created
          hereunder to fail to qualify as a REMIC at any time that any Certificate
          is
          outstanding.

         

        
          
            
            

          

          
            57

            
              

            

          

          
            
            

          

        

         

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

         

        (c) Notwithstanding
          any other provision of this Agreement, the right to substitute Mortgage
          Loans
          pursuant to this Article II shall be subject to the additional limitations
          that
          no substitution of a Qualifying Substitute Mortgage Loan for a Deleted
          Mortgage
          Loan shall be made unless the Trustee 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 (A) affect adversely the status of any REMIC
          established hereunder as a REMIC, or of the related “regular interests” as
“regular interests” in any such REMIC, or (B) cause any such REMIC to engage in
          a prohibited transaction or prohibited contribution pursuant to the REMIC
          Provisions.

         

        Section
          2.06. Grant
          Clause.

         

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

         

        
          
            
            

          

          
            58

            
              

            

          

          
            
            

          

        

         

        (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
          will be
          maintained as such throughout the term of this Agreement. The Depositor
          will, 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
          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
          transferees, including the Trustee, in the Mortgage Loans. In connection
          with
          the transactions contemplated by this Agreement, each of the Seller and
          the
          Depositor authorizes its 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).

         

        
          
            
            

          

          
            59

            
              

            

          

          
            
            

          

        

         

        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, as applicable, or in the Percentage Interests,
          specified herein. Each Class of Book-Entry Certificates shall be issued
          in the
          minimum denominations in Certificate Principal Amount (or Notional Amount)
          or
          Percentage Interest specified in the Preliminary Statement hereto and in
          integral multiples of $1 or 5% (in the case of Certificates issued in Percentage
          Interests) in excess thereof. Each Class of Non-Book Entry Certificates
          other
          than the Residual Certificate shall be issued in definitive, fully registered
          form in the minimum denominations in Certificate Principal Amount (or Notional
          Amount) specified in the Preliminary Statement hereto and in integral multiples
          of $1 in excess thereof. The Residual Certificates shall each 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
          Class X Certificates shall be maintained in definitive, fully registered
          form
          and shall be issued in a minimum denomination equal to 10% of the Percentage
          Interest of such class. The Certificates may be issued in the form of
          typewritten certificates. One Certificate of each Class of Certificates
          other
          than any Class of Residual Certificates may be issued in any denomination
          in
          excess of the minimum denomination.

         

        (b) The
          Certificates shall be executed by manual or facsimile signature on behalf
          of the
          Trustee by an authorized signatory. Each Certificate shall, on original
          issue,
          be authenticated by the Trustee upon the order of the Depositor upon receipt
          by
          the Trustee (or the Custodian on its behalf) 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 signatory of the Trustee or the Authenticating
          Agent,
          if any, by manual signature, and such certification upon any Certificate
          shall
          be conclusive evidence, and the only evidence, that such Certificate has
          been
          duly authenticated and delivered hereunder. All Certificates shall be dated
          the
          date of their authentication. At any time and from time to time after the
          execution and delivery of this Agreement, the Depositor may deliver Certificates
          executed by the Depositor to the Trustee or the Authenticating Agent for
          authentication and the Trustee or the Authenticating Agent shall authenticate
          and deliver such Certificates as in this Agreement provided and not otherwise.
          

         

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

         

        
          
            
            

          

          
            60

            
              

            

          

          
            
            

          

        

         

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

         

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

         

        Section
          3.02. Registration.

         

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

         

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

         

        
          
            
            

          

          
            61

            
              

            

          

          
            
            

          

        

         

        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 (except as provided in the Exchange Trust
          Agreement), but the Certificate Registrar may require payment of a sum
          sufficient to cover any tax or governmental charge that may be imposed
          in
          connection with any exchange of Certificates. Whenever any Certificates
          are so
          surrendered for exchange, the Trustee shall execute, and the Trustee or
          the
          Authenticating Agent shall authenticate, date and deliver the Certificates
          which
          the Certificateholder making the exchange is entitled to receive.

         

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

         

        
          
            
            

          

          
            62

            
              

            

          

          
            
            

          

        

         

        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, the Servicers or the Placement
          Agent or to an affiliate (as defined in Rule 405 under the Securities Act)
          of
          the Depositor or the Placement Agent or (y) being made to a QIB by a transferor
          that has provided the Trustee with a certificate in the form of Exhibit
          F
          hereto; and

         

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

         

        (d) (i)
          No
          transfer of an ERISA-Restricted Certificate in the form of a Definitive
          Certificate shall be made to any Person 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 reasonably satisfactory to the Trustee to the effect
          that
          the purchase and holding of such a Certificate will not constitute or result
          in
          prohibited transactions under Title I of ERISA or Section 4975 of the Code
          and
          will not subject the Trustee, the Master Servicer or the Depositor to any
          obligation in addition to those undertaken in the Agreement; provided,
          however,
          that
          the Trustee will not require such certificate or opinion in the event that,
          as a
          result of a change of law or otherwise, 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 or
          the
          Depositor.

         

        
          
            
            

          

          
            63

            
              

            

          

          
            
            

          

        

         

        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 related Cap Agreement unless the Trustee shall have
          received
          a representation letter from the transferee of such Certificate, substantially
          in the form set forth in Exhibit H, to the effect that either (i) such
          transferee is neither a Plan nor a Person acting on behalf of any such
          Plan or
          using the assets of any such Plan to effect such transfer or (ii) the
          acquisition and holding of the ERISA-Restricted Trust Certificate are eligible
          for exemptive relief under Prohibited Transaction Class Exemption (“PTCE”)
          84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60, PTCE 96-23 or the statutory exemption
          for non-fiduciary service providers under Section 408(b)(17) of ERISA.
          Notwithstanding anything else to the contrary herein, any purported transfer
          of
          an ERISA-Restricted Trust Certificate prior to the termination of the related
          Cap Agreement to or on behalf of a Plan without the delivery to the Trustee
          of a
          representation letter as described above shall be void and of no effect.
          If the
          ERISA-Restricted Trust Certificate is a Book-Entry Certificate, prior to
          the
          termination of the related 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 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 not be under any 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.

         

        
          
            
            

          

          
            64

            
              

            

          

          
            
            

          

        

         

        (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 Certificate, except as provided in the Exchange Trust
          Agreement.

         

        (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 Form W-8ECI or successor
          form
          at the time and in the manner required by the Code (any such person who
          is not
          covered by clause (A) or (B) above is referred to herein as a “Non-permitted
          Foreign Holder”).

         

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

         

        
          
            
            

          

          
            65

            
              

            

          

          
            
            

          

        

         

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

         

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

         

        (A) Subject
          to clauses (B) and (C) of this Section 3.03(h), transfers of a Global Security
          representing any of the Privately Offered Certificates shall be limited
          to
          transfers of such Global Security, in whole or in part, to nominees of
          DTC or to
          a successor of DTC or such successor’s nominee.

         

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

         

        
          
            
            

          

          
            66

            
              

            

          

          
            
            

          

        

         

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

         

        
          
            
            

          

          
            67

            
              

            

          

          
            
            

          

        

         

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

         

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

         

        Section
          3.04. Cancellation
          of Certificates.

         

        Any
          Certificate surrendered for registration of transfer or exchange shall
          be
          cancelled and retained in accordance with normal retention policies with
          respect
          to cancelled certificates maintained by 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 or the Authenticating
          Agent
          such security or indemnity as may be required by them to save each of them
          harmless, then, in the absence of notice to the Trustee and any Authenticating
          Agent that such destroyed, lost or stolen Certificate has been acquired
          by a
bona
          fide
          purchaser, the Trustee shall execute and the Trustee or any Authenticating
          Agent
          shall authenticate and deliver, in exchange for or in lieu of any such
          mutilated, destroyed, lost or stolen Certificate, a new Certificate of
          like
          tenor and Certificate Principal Amount (or Notional Amount). Upon the issuance
          of any new Certificate under this Section 3.05, the Trustee and Authenticating
          Agent may require the payment of a sum sufficient to cover any tax or other
          governmental charge that may be imposed in relation thereto and any other
          expenses (including the fees and expenses of the Trustee or the Authenticating
          Agent) connected therewith. Any replacement Certificate issued pursuant
          to this
          Section 3.05 shall constitute complete and indefeasible evidence of ownership
          in
          the applicable Trust Fund, as if originally issued, whether or not the
          lost,
          stolen or destroyed Certificate shall be found at any time.

         

        Section
          3.06. Persons
          Deemed Owners.

         

        Subject
          to the provisions of Section 3.09 with respect to Book-Entry Certificates,
          the
          Depositor, the Master Servicer, the Trustee, the Certificate Registrar
          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.

         

        
          
            
            

          

          
            68

            
              

            

          

          
            
            

          

        

         

        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 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, on behalf of the Trustee, 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.

         

        
          
            
            

          

          
            69

            
              

            

          

          
            
            

          

        

         

        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 9.25(a) and 9.25(b) of this Agreement,
          (ii) to comply with the provisions of Section 9.25(a), 9.25(b), 6.20(e)(i)
          and
          6.20(e)(iv)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 Section 6.23.
          For so
          long as the Depositor is subject to Exchange Act reporting requirements
          with
          respect to the Trust, the Paying Agent (if other than the Trustee) shall
          give
          prior written notice to the Sponsor, the Master Servicer, the Trustee and
          the
          Depositor of the appointment of any Subcontractor by it and a written
          description (in form and substance reasonably satisfactory to the Sponsor
          and
          the Depositor) of the role and function of each Subcontractor utilized
          by the
          Paying Agent, as applicable, specifying (A) the identity of each such
          Subcontractor and (B) which elements of the servicing criteria set forth
          under
          Item 1122(d) of Regulation AB will be addressed in assessments of compliance
          provided by each Subcontractor. In addition, for so long as the Depositor
          is
          subject to Exchange Act reporting requirements with respect to the Trust,
          the
          Paying Agent (including the Trustee in its capacity as Paying Agent, to
          the
          extent not already required of the Trustee under this Agreement) shall
          notify
          the Sponsor, the Master Servicer, the Trustee and the Depositor within
          five (5)
          calendar days of knowledge thereof (i) of any legal proceedings pending
          under
          the Paying Agent of the type described in Item 1117 (§
          229.1117) of Regulation AB, (ii) any merger, consolidation or sale of
          substantially all of the assets of the Paying Agent and (iii) if the Paying
          Agent shall become (but only to the extent not previously disclosed) at
          any time
          an affiliate of any of the parties listed on Exhibit I hereto or any of
          their affiliates. On or before March 1st
          of each year, the Depositor shall distribute the information in Exhibit I
          to the Paying Agent.

         

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

         

        In
          addition, the Paying Agent (if other than the Trustee) (i) may not be an
          originator of Mortgage Loans, the Master Servicer, a Servicer, the Depositor
          or
          an affiliate of the Depositor unless the Paying Agent is in an institutional
          trust department of the Paying Agent, (ii) must be authorized to exercise
          corporate trust powers under the laws of its jurisdiction of organization
          and
          (iii) must be rated at least “A/F1” by Fitch, if Fitch is a Rating Agency that
          has rated the Paying Agent, or the equivalent rating by S&P. If no successor
          Paying Agent shall have been appointed and shall have accepted appointment
          within 60 days after the Paying Agent ceases to be the Paying Agent pursuant
          to
          this Section 3.08, then the Trustee shall perform the duties of the Paying
          Agent
          pursuant to this Agreement. The Trustee shall notify the Rating Agencies
          of any
          change of Paying Agent.

         

        Section
          3.09. Book-Entry
          Certificates.

         

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

         

        
          
            
            

          

          
            70

            
              

            

          

          
            
            

          

           

        

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

         

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

         

        (iv) 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

         

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

         

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

         

        (c) If
          (i)
          (A) the Depositor advises the Trustee in writing that the Clearing Agency
          is no
          longer willing or able to discharge properly its responsibilities with
          respect
          to the Book-Entry Certificates, and (B) the 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 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 Transferor 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. 

         

        
          
            
            

          

          
            71

            
              

            

          

          
            
            

          

        

         

        Section
          3.10. Deposit
          of Underlying REMIC Certificates under the Exchange Trust
          Agreement.

         

        The
          Underlying REMIC Certificates shall be issued in uncertificated form to
          the
          Underwriter and transferred by the Underwriter to the Exchange Trustee
          to be
          held in trust pursuant to terms of the Exchange Trust Agreement.

        


        ARTICLE
          IV

         

        ADMINISTRATION
          OF THE TRUST FUND

         

        Section
          4.01. Collection
          Account.

         

        (a) On
          the
          Closing Date, the Master Servicer shall open and shall thereafter maintain
          a
          segregated account held in trust (the “Collection Account”), entitled, Aurora
          Loan Services LLC, as Master Servicer, in trust for the benefit of the
          Holders
          of Lehman Mortgage Trust Mortgage Pass-Through Certificates, Series 2006-9.” The
          Collection Account shall relate solely to the Certificates issued by the
          Trust
          Fund hereunder, and funds in such Collection Account shall not be commingled
          with any other monies.

         

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

         

        (c) The
          Master Servicer shall give to the Trustee prior written notice of the name
          and
          address of the depository institution at which the Collection Account is
          maintained and the account number of such Collection Account. No later
          than 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), excluding any amounts that are not included
          in the
          Available Distribution Amount for such Distribution Date (other than amounts
          due
          or reimbursable to the Trustee or Custodians pursuant to this Agreement),
          shall
          be remitted to the Trustee for deposit into the Certificate Account by
          wire
          transfer in immediately available funds. The Master Servicer, at its option
          and
          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.

         

        
          
            
            

          

          
            72

            
              

            

          

          
            
            

          

        

         

        (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
          representing Scheduled Payments on the Mortgage Loans due after the Cut-off
          Date
          and received by the Master Servicer on or before the Closing Date. Thereafter,
          the Master Servicer shall deposit or cause to be deposited in the Collection
          Account on the earlier of the applicable 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 and late
          collections, as indicated in the Mortgage Loan Schedule, on the Mortgage
          Loans;

         

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

         

        (iii) any
          unscheduled payment or other recovery with respect to a Mortgage Loan not
          otherwise specified in this paragraph (d), including any Subsequent Recovery,
          all Net Liquidation Proceeds with respect to the Mortgage Loans and REO
          Property, and all amounts received in connection with the operation of
          any REO
          Property, net of any unpaid Servicing Fees and Master Servicing Fees with
          respect to such Mortgage Loans, but only to the extent of the amount permitted
          to be withdrawn or withheld from the Collection Account in accordance with
          Sections 5.04 and 9.21; provided
          that if
          the applicable Servicer is also the Retained Interest Holder with respect
          to any
          Mortgage Loan, payments on account of interest on the Mortgage Loans as
          to which
          such Servicer is the Retained Interest Holder may also be made net of the
          related Retained Interest with respect to each such Mortgage Loan.

         

        (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; and

         

        (vi) all
          proceeds of any Mortgage Loan purchased by any Person and any Substitution
          Amounts related to any Qualifying Substitute Mortgage Loan.

         

        (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 the earlier of (a) the Master Servicer Remittance Date or (b) the
          day on
          which the funds in such Collection Account are required to be remitted
          to the
          Trustee for deposit into the Certificate Account, and any such Eligible
          Investment shall not be sold or disposed of prior to its maturity. All
          such
          Eligible Investments shall be made in the name of the Master Servicer in
          trust
          for the benefit of the Trustee and Holders of the Certificates. All income
          and
          gain realized from any such investment shall be for the benefit of the
          Master
          Servicer as compensation and shall be subject to its withdrawal on 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 the Collection
          Account by the Master Servicer out of its own funds, without any right
          of
          reimbursement therefor, immediately as realized. The foregoing requirements
          for
          deposit in the Collection Account are exclusive, it being understood and
          agreed
          that, without limiting the generality of the foregoing, payments of interest
          on
          funds in the Collection Account and payments in the nature of late payment
          charges or assumption fees need not be deposited by the Master Servicer
          in the
          Collection Account and may be retained by the Master Servicer or the applicable
          Servicer as additional servicing compensation. If the Master Servicer deposits
          in the Collection Account any amount not required to be deposited therein,
          it
          may at any time withdraw such amount from the Collection Account. 

         

        
          
            
            

          

          
            73

            
              

            

          

          
            
            

          

        

         

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

         

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

         

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

         

        
          
            
            

          

          
            74

            
              

            

          

          
            
            

          

        

         

        (iv) to
          reimburse itself or any Servicer for expenses incurred by and recoverable
          by or
          reimbursable to it or such Servicer pursuant to Section 9.04, 9.05, 9.06,
          9.16
          or 9.22(a) or pursuant to the applicable Servicing Agreement, and to reimburse
          itself for any expenses reimbursable to it pursuant to Section
          10.01(c);

         

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

         

        (vi) to
          pay to
          itself income earned on the investment of funds deposited in the Collection
          Account;

         

        (vii) to
          make
          payments to the Trustee for deposit into the Certificate Account in the
          amounts
          and in the manner provided for in Section 4.01(c);

         

        (viii) to
          make
          distributions of any Retained Interest to the Retained Interest Holder
          on each
          Distribution Date (other than any Retained Interest not deposited into
          the
          Collection Account in accordance with Section 4.01(d)(iii));

         

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

         

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

         

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

         

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

         

        
          
            
            

          

          
            75

            
              

            

          

          
            
            

          

        

         

        (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.

         

        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 (vii) on 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 through the date such funds are remitted to and
          received by the Trustee.

         

        In
          connection with withdrawals pursuant to subclauses (i), (iii), (iv) and
          (vi)
          above, the Master Servicer’s or Servicer’s entitlement thereto is limited to
          collections or other recoveries on the related Mortgage Loan, except as
          provided
          herein. 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
          subclauses (i), (iii), (iv) and (vi) above.

         

        Section
          4.03. Reports
          to Certificateholders.

         

        (a) On
          each
          Distribution Date on or prior to a Section 7.01(c) Purchase Event or a
          Trust
          Fund Termination Event, the Trustee shall prepare (based solely on information
          provided by the Master Servicer and the Cap Counterparty (other than item
          (xx)
          below, which shall be determined solely by the Trustee)) and shall make
          available to each Certificateholder and each Rating Agency a report (the
          “Distribution Date Statement”), setting forth the following information (on the
          basis of Mortgage Loan level information obtained from the Master Servicer
          (other than with respect to item (xx) below)):

         

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

         

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

         

        (iii) the
          amount, if any, of any distribution to the Holders of a Residual
          Certificate;

         

        (iv) for
          each
          Collateral Group and in the aggregate, (A) the aggregate amount of any
          Advances required to be made as of the end of the month immediately preceding
          the month in which such Distribution Date occurs by or on behalf of the
          Master
          Servicer or a Servicer (or the Trustee solely in its capacity as successor
          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;

         

        
          
            
            

          

          
            76

            
              

            

          

          
            
            

          

        

         

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

         

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

         

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

         

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

         

        (ix) the
          number and aggregate outstanding principal balance of Mortgage Loans, as
          reported to the Trustee by the Master Servicer, (a) remaining outstanding,
          (b) delinquent 30 to 59 days, (c) delinquent 60 to 89 days,
          (d) delinquent 90 or more days, (e) as to which foreclosure
          proceedings have been commenced, all as of the close of business on the
          last
          Business Day of the calendar month immediately before the month in which
          that
          Distribution Date occurs, (f) in bankruptcy, (g) that are REO
          Properties, (h) that are Charged-off Loans and (i) that are Released
          Mortgage Loans (the information in this item (ix) will be calculated using
          the
          MBA delinquency method);

         

        (x) the
          deemed principal balance of each 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;

         

        (xi) with
          respect to any Mortgage Loan that became an REO Property during the preceding
          calendar month, the principal balance of such Mortgage Loan and the number
          of
          such Mortgage Loans 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;

         

        
          
            
            

          

          
            77

            
              

            

          

          
            
            

          

        

         

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

         

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

         

        (xiv) the
          Certificate Interest Rate or Component Interest Rate applicable to such
          Distribution Date with respect to each Class of Certificates and each Component,
          respectively;

         

        (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
          amount of any payments distributed to the Class X Certificates for such
          Distribution Date;

         

        (xvii) the
          aggregate outstanding Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls,
          if
          any, after giving effect to the distribution made on such Distribution
          Date;


         

        (xviii) the
          amount of any payments made by the Cap Counterparty to the Trustee on behalf
          of
          the Supplemental Interest Trust under any Cap Agreement;

         

        (xix) the
          amount of any Prepayment Penalty Amounts collected by the Servicers and
          paid to
          the Class P Components; and 

         

        (xx) a
          statement as to whether any exchanges of Exchangeable Certificates or Exchange
          Certificates have taken place since the preceding Distribution Date, and,
          if
          applicable, the Class of Certificates, certificate balances, including
          notional
          balances, certificate interest rates, and any interest and principal paid,
          including any shortfalls allocated, of any classes of certificates that
          were
          received by the Certificateholder as a result of such exchange.

         

        In
          addition to the information listed above, for every year in which the Depositor
          is subject to Exchange Act reporting with respect to the Certificates,
          such
          Distribution Date Statement shall also include, to the extent that the
          Trustee
          shall have received any such information from the Depositor, the Sponsor,
          the
          Master Servicer or the Servicer, as applicable, no later than four Business
          Days
          prior to the related Distribution Date, 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) for
          as
          long as reports on From 10-D are required to be filed by the Trustee pursuant
          to
          Section 6.20.

         

        
          
            
            

          

          
            78

            
              

            

          

          
            
            

          

        

         

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

         

        On
          any
          Distribution Date after the occurrence of a Section 7.01(c) Purchase Event,
          the
          information required by subclauses (i), (iii), (iv), (v), (vii), (viii),
          (ix),
          (x), (xi), (xii) and (xvi) shall be provided to the Holder of the LT-R
          Certificate and the LTURI Holder with regard to the Lower Tier REMIC I
          Uncertificated Regular Interests in lieu of the Certificates.

         

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

         

        The
          foregoing information and reports shall be prepared and determined by the
          Trustee based solely on Mortgage Loan data provided to the Trustee by the
          Master
          Servicer (in a format attached hereto as Exhibit V or in such other format
          mutually 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 (or
          such
          other time period set forth in Section 9.23(b)), and on the information
          provided
          to the Trustee by the Cap Counterparty. In preparing or furnishing Mortgage
          Loan
          data to the Trustee, the Master Servicer shall be entitled to rely conclusively
          on the accuracy of the information or data regarding the Mortgage Loans
          and the
          related REO Property that has been provided to the Master Servicer by each
          Servicer, and the Master Servicer shall not be obligated to verify, recompute,
          reconcile or recalculate any such information or data. In preparing or
          furnishing the foregoing information to the Certificateholders, the Trustee
          shall be entitled to rely conclusively on the accuracy and completeness
          of the
          information and data (i) regarding the Mortgage Loans and the related REO
          Property, that has been provided to the Trustee by the Master Servicer,
          and (ii)
          regarding any 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 or omissions in such
          Mortgage Loan data. 

         

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

         

        
          
            
            

          

          
            79

            
              

            

          

          
            
            

          

        

         

        (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 make available to each
          Person
          who at any time during the calendar year was a Certificateholder of record,
          a
          report summarizing the items provided to 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. Such information shall include
          the
          amount of original issue discount accrued on each Class of Certificates
          and
          information regarding the expenses of the Trust Fund. The Trustee shall
          be
          deemed to have satisfied this requirement if it forwards such information
          in any
          other format permitted by the Code. The Master Servicer shall provide the
          Trustee with such information as is necessary for the Trustee to prepare
          such
          reports (and the Trustee shall be entitled to rely on such
          information).

         

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

         

        (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, Wells Fargo Bank,
          N.A., as Trustee, in trust for the benefit of the Holders of Lehman Mortgage
          Trust Mortgage Pass-Through Certificates, Series 2006-9” until disbursed
          pursuant to the terms of this Agreement. The Certificate Account shall
          be an
          Eligible Account. If the existing Certificate Account ceases to be an Eligible
          Account, the Trustee shall establish a new Certificate Account that is
          an
          Eligible Account within 20 Business Days and transfer all funds on deposit
          in
          such existing Certificate Account into such new Certificate Account. The
          Certificate Account shall relate solely to the Certificates issued hereunder
          and
          funds in the Certificate Account shall be held separate and apart from
          and shall
          not be commingled with any other monies including, without limitation,
          other
          monies of the Trustee held under this Agreement.

         

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

         

        
          
            
            

          

          
            80

            
              

            

          

          
            
            

          

        

         

        (c) The
          Trustee shall make withdrawals from the Certificate Account only for the
          following purposes:

         

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

         

        (ii) to
          pay
          itself any investment income earned with respect to funds in the Certificate
          Account invested in Eligible Investments as set forth in subsection (d)
          below,
          and to make payments to itself or the Custodians prior to making distributions
          pursuant to Section 5.02 for any expenses or other indemnification owing
          to the
          Trustee and others pursuant to any provision of this Agreement or the Custodial
          Agreements;

         

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

         

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

         

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

         

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

         

        ARTICLE
          V

         

        DISTRIBUTIONS
          TO HOLDERS OF CERTIFICATES

         

        Section
          5.01. Distributions
          Generally.

         

        
          
            
            

          

          
            81

            
              

            

          

          
            
            

          

        

         

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

         

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

         

        Section
          5.02. Distributions
          from the Certificate Account.

         

        (a) On
          each
          Distribution Date, the Trustee (or the Paying Agent on behalf of the Trustee)
          shall withdraw from the Certificate Account, the Available Distribution
          Amount
          with respect to each Collateral Group, and shall distribute such amount
          to the
          Holders of record of each Class of Certificates, in the following order
          of
          priority:

         

        (i) from
          the
          Available Distribution Amount for each Collateral Group, to each Class
          of Senior
          Certificates (or related Component) relating to such Collateral Group (other
          than the Class AP Certificates), the Accrued Certificate Interest thereon
          for
          such Distribution Date, as reduced, in each case, by such Class’s (or related
          Component’s) allocable share of any Net Prepayment Interest Shortfalls for the
          related Collateral Group for such Distribution Date; provided,
          however,
          that
          any shortfall in available amounts for each Collateral Group shall be allocated
          among the Classes of Senior Certificates related to such Collateral Group
          in
          proportion to the amount of Accrued Certificate Interest (as so reduced)
          that
          would otherwise be distributable thereon; provided,
          further,
          that
          prior to their related Accretion Termination Date, such amounts otherwise
          distributable to the Class 1-A12 and Class 1-A13 Certificates shall instead
          be
          added to the Class Principal Amount thereof and will be distributed as
          provided
          in Section 5.02(a)(iii); 

         

        (ii) from
          the
          remaining Available Distribution Amount for each Collateral Group, to each
          Class
          of Senior Certificates (or related Component) relating to such Collateral
          Group
          (other than the Class AP Certificates), any related Interest Shortfall
          for such
          Distribution Date; provided,
          however,
          that
          any shortfall in available amounts for each Collateral Group shall be allocated
          among the Classes of Senior Certificates (or related Component) related
          to such
          Collateral Group in proportion to the amount of such interest (as so reduced)
          related that would otherwise be distributable thereon
          provided, further,
          that
          prior to their related Accretion Termination Date, such amounts otherwise
          distributable to the Class 1-A12 and Class 1-A13 Certificates shall instead
          be
          added to the Class Principal Amount thereof and will be distributed as
          provided
          in Section 5.02(a)(iii); 

         

        
          
            
            

          

          
            82

            
              

            

          

          
            
            

          

           

        

        (iii) from
          the
          remaining Available Distribution Amount for each Collateral Group to the
          Senior
          Certificates (other than any related Notional Certificates) as set forth
          in the
          Senior Principal Priorities attached as Exhibit O hereto;

         

        (iv) from
          the
          remaining Available Distribution Amounts for all Collateral Groups (other
          than Collateral Group P) to the Class AP Certificates to the extent of
          the
          remaining Available Distribution Amounts for such Collateral Groups, any
          AP
          Deferred Amount for such Class and Distribution Date, until the Certificate
          Principal Amount thereof has been reduced to zero; provided,
          however,
          that
          (A) distributions pursuant to this priority shall not exceed the aggregate
          Subordinate Principal Distribution Amount for such Collateral Groups for
          such
          date; and (B) such amounts will not reduce the Certificate Principal Amount
          of
          the Class AP Certificates;

         

        (v) from
          the
          remaining Available Distribution Amounts for all the Collateral Groups
          (other
          than Collateral Group P), to the Subordinate Certificates, subject to the
          prior
          distribution of amounts pursuant to Section 5.02(f), in the following order
          of
          priority:

         

        (A) pro
          rata,
          to the
          Class M-1A and Class M1-B Certificates, the Accrued Certificate Interest
          thereon
          for such Distribution Date, as reduced by each such Class’s allocable share of
          any Net Prepayment Interest Shortfalls for such Distribution Date;

         

        (B) pro
          rata,
          to the
          Class M-1A and Class M-1B Certificates, any Interest Shortfall for such
          Class on
          such Distribution Date;

         

        (C) pro
          rata,
          to the
          Class M-1A and Class M-1B Certificates, in reduction of the Class Principal
          Amount thereof, such Classes’s Subordinate Class Percentage of the Subordinate
          Principal Distribution Amount for each such Collateral Group on such
          Distribution Date, except as provided in Section 5.02(d), until the Class
          Principal Amount thereof has been reduced to zero;

         

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

         

        
          
            
            

          

          
            83

            
              

            

          

          
            
            

          

        

         

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

         

        (F) to
          the
          Class B1 Certificates, in reduction of the Class Principal Amount thereof,
          such
          Class’s Subordinate Class Percentage of the Subordinate Principal Distribution
          Amount for each such Collateral Group on such Distribution Date, except
          as
          provided in Section 5.02(d), until the Class Principal Amount thereof has
          been
          reduced to zero;

         

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

         

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

         

        (I) to
          the
          Class B2 Certificates, in reduction of the Class Principal Amount thereof,
          such
          Class’s Subordinate Class Percentage of the Subordinate Principal Distribution
          Amount for each such Collateral Group on such Distribution Date, except
          as
          provided in Section 5.02(d), until the Class Principal Amount thereof has
          been
          reduced to zero;

         

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

         

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

         

        (L) to
          the
          Class B3 Certificates, in reduction of the Class Principal Amount thereof,
          such
          Class’s Subordinate Class Percentage of the Subordinate Principal Distribution
          Amount for each such Collateral Group on such Distribution Date, except
          as
          provided in Section 5.02(d), until the Class Principal Amount thereof has
          been
          reduced to zero;

         

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

         

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

         

        
          
            
            

          

          
            84

            
              

            

          

          
            
            

          

        

         

        (O) to
          the
          Class B4 Certificates, in reduction of the Class Principal Amount thereof,
          such
          Class’s Subordinate Class Percentage of the Subordinate Principal Distribution
          Amount for each such Collateral Group on such Distribution Date, except
          as
          provided in Section 5.02(d), until the Class Principal Amount thereof has
          been
          reduced to zero;

         

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

         

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

         

        (R) to
          the
          Class B5 Certificates, in reduction of the Class Principal Amount thereof,
          such
          Class’s Subordinate Class Percentage of the Subordinate Principal Distribution
          Amount for each such Collateral Group on such Distribution Date, except
          as
          provided in Section 5.02(d), until the Class Principal Amount thereof has
          been
          reduced to zero;

         

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

         

        (T) to
          the
          Class B6 Certificates, any Interest Shortfall for such Class on such
          Distribution Date;

         

        (U) to
          the
          Class B6 Certificates, in reduction of the Class Principal Amount thereof,
          such
          Class’s Subordinate Class Percentage of the Subordinate Principal Distribution
          Amount for each such Collateral Group on such Distribution Date, except
          as
          provided in Section 5.02(d), until the Class Principal Amount thereof has
          been
          reduced to zero;

         

        (V) to
          the
          Class B7 Certificates, the Accrued Certificate Interest thereon for such
          Distribution Date, as reduced by such Class’s allocable share of any Net
          Prepayment Interest Shortfalls for such Distribution Date;

         

        (W) to
          the
          Class B7 Certificates, any Interest Shortfall for such Class on such
          Distribution Date; and

         

        (X) to
          the
          Class B7 Certificates, in reduction of the Class Principal Amount thereof,
          such
          Class’s Subordinate Class Percentage of the Subordinate Principal Distribution
          Amount for each such Collateral Group on such Distribution Date, except
          as
          provided in Section 5.02(d), until the Class Principal Amount thereof has
          been
          reduced to zero.

         

        
          
            
            

          

          
            85

            
              

            

          

          
            
            

          

        

         

        (b) Net
          Prepayment Interest Shortfalls for each Collateral Group shall be allocated
          among the Senior Certificates related to such Collateral Group (including
          any
          interest-bearing Component thereof and excluding the Class AP Certificates)
          and
          the Subordinate Certificates pro
          rata
          based on
          (i) in the case of the related Non-AP Senior Certificates (and any such
          Component), the Accrued Certificate Interest otherwise distributable thereon,
          and (ii) in the case of the Subordinate Certificates, interest accrued
          on the
          related Apportioned Principal Balances.

         

        (c) After
          the
          applicable Credit Support Depletion Date, the Senior Distribution Amount
          with
          respect to Collateral Group 1 remaining after distribution of interest
          to the
          related Non-AP Senior Certificates on such date shall be distributed among
          the
          related Classes of Senior Certificates proportionately, on the basis of
          their
          respective Class Principal Amounts immediately prior to such Distribution
          Date,
          regardless of the priorities and amounts set forth in Section
          5.02(a)(iii).

         

        (d) With
          respect to each Class of Subordinate Certificates (other than the Class
          M-1A and
          Class M-1B Certificates), if on any Distribution Date the Credit Support
          Percentage for that Class is less than the Original Credit Support Percentage
          for such Class, then, notwithstanding anything to the contrary in Section
          5.02(a), no distribution of amounts described in clauses (ii) and (iii)
          of the
          definition of the related Subordinate Principal Distribution Amount will
          be made
          to any Subordinate Certificates of lower priority. Any such amounts will
          be
          distributed proportionately to such Class of Subordinate Certificates entitled
          to distributions in respect such clauses (ii) and (iii) of the definition
          of
          Subordinate Principal Distribution Amount on such date. Any amount not
          distributed in respect of any Class on any Distribution Date pursuant to
          the
          immediately preceding paragraph shall be allocated among the remaining
          Classes
          of Subordinate Certificates in proportion to their respective Class Principal
          Amounts.

         

        (e) On
          each
          Distribution Date, the Trustee shall distribute to the Holder of the Class
          R
          Certificate any amounts remaining in REMIC III for such Distribution Date
          after
          application of all amounts described in paragraph (a) of this Section 5.02.
          Any
          distributions pursuant to this paragraph (e) shall not reduce the Class
          Principal Amount of the Class R Certificate.

         

        (f) On
          each
          Distribution Date prior to the Credit Support Depletion Date but after
          the date
          on which the total Certificate Principal Amount of the Non-AP Senior Certificate
          or Certificates relating to one or more Collateral Groups have been reduced
          to
          zero, amounts otherwise distributable as principal on each Class of Subordinate
          Certificates pursuant to Section 5.02(a)(v), in reverse order of priority,
          in
          respect of such Class’s Subordinate Class Percentage of the Subordinate
          Principal Distribution Amount relating to such retired Certificates, shall
          be
          distributed as principal to such Non-AP Senior Certificates remaining
          outstanding pursuant to Section 5.02(a)(iii) until the Class Principal
          Amounts
          thereof have been reduced to zero, provided
          that on
          such Distribution Date (a) the Aggregate Subordinate Percentage for all
          Collateral Groups (other than Collateral Group P) for such Distribution
          Date is
          less than 200% of such Aggregate Subordinate Percentage for the Subordinate
          Certificates, as of the Cut-off Date or (b) the average outstanding principal
          balance of the Mortgage Loans in any of such Collateral Groups that are
          delinquent 60 days or more for the last six months (including for this
          purpose
          any REO Property or Mortgage Loans in foreclosure or bankruptcy and the
          Scheduled Payments that would have been due on Mortgage Loans with respect
          to
          which the related Mortgaged Property has been acquired by the Trust Fund
          if the
          related Mortgage Loan had remained in existence) as a percentage of the
          related
          Group Subordinate Amount is greater than or equal to 50%.

         

        
          
            
            

          

          
            86

            
              

            

          

          
            
            

          

        

         

        On
          each
          Distribution Date on which the Class Principal Amounts of the Non-AP Senior
          Certificates relating to one or more Collateral Groups have been reduced
          to
          zero, any amounts distributable pursuant to this Section 5.02(f) will be
          allocated, as to each applicable Class of Subordinate Certificates, in
          proportion to such Class’s Subordinate Class Percentage of the Subordinate
          Principal Distribution Amount for the Collateral Group relating to each
          such
          retired Senior Certificate.

         

        On
          each
          Distribution Date on which the Non-AP Senior Certificates for one or more
          Collateral Groups remain outstanding, any amounts distributable pursuant
          to this
          Section 5.02(f) will be distributed in proportion to the aggregate Certificate
          Principal Amount of such Certificates relating to each such Collateral
          Group.

         

        (g) (A) On
          any Distribution Date on which the Non-AP Senior Certificates relating
          to any
          Collateral Group constitute an Undercollateralized Class or Classes, all
          amounts
          otherwise distributable as principal on the Subordinate Certificates, in
          reverse
          order of priority (other than amounts necessary to pay any AP Deferred
          Amounts
          or unpaid Interest Shortfalls) (or, following the Credit Support Depletion
          Date,
          such other amounts described in the immediately following sentence), will
          be
          distributed as principal to such Undercollateralized Class or Classes pursuant
          to Section 5.02(a)(iii), until the total Certificate Principal Amount of
          the
          Undercollateralized Class or Classes equals the Non-AP Pool Balance of
          the
          related Collateral Group, (such distribution, an “Undercollateralization
          Distribution”). In the event that any Non-AP Senior Certificate or Certificates
          constitute an Undercollateralized Class or Classes on any Distribution
          Date
          following the Credit Support Depletion Date, Undercollateralization
          Distributions will be made from any Available Distribution Amount not related
          to
          an Undercollateralized Class or Classes remaining after all required amounts
          have been distributed to the Non-AP Senior Certificates related to such
          other
          Collateral Groups. In addition, the amount of any unpaid Interest Shortfalls
          with respect to an Undercollateralized Class on any Distribution Date (including
          any Interest Shortfalls for such Distribution Date) will be distributed
          to such
          Undercollateralized Class or Classes prior to the payment of any related
          Undercollateralization Distributions from amounts otherwise distributable
          as
          principal on the Subordinate Certificates, in reverse order of priority
          (or,
          following the Credit Support Depletion Date, as provided in the preceding
          sentence).

         

        (B) If
          on any Distribution Date the Non-AP Senior Certificates relating to more
          than
          one Collateral Group are Undercollateralized Classes, the distribution
          described
          in paragraph (A) above will be made in proportion to the amount by which
          the
          total Certificate Principal Amount of the Non-AP Senior Certificate or
          Certificates relating to each such Collateral Group, after giving effect
          to
          distributions pursuant to Section 5.02(a) on such Distribution Date, exceeds
          the
          Non-AP Pool Balance for the related Collateral Group for such Distribution
          Date.

         

        
          
            
            

          

          
            87

            
              

            

          

          
            
            

          

        

         

        (h) On
          each
          Distribution Date occurring after a Section 7.01(c) Purchase Event but
          on or
          prior to a Trust Fund Termination Event, the Trustee (or the Paying Agent
          on
          behalf of the Trustee), shall withdraw from the Certificate Account the
          Available Distribution Amount (to the extent such amount is on deposit
          in the
          Certificate Account), and shall allocate such amount to the interests issued
          in
          respect of the Lower Tier REMIC 1 Uncertificated Regular Interests created
          pursuant to this Agreement and shall distribute such amount first, 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
          Available Distribution Amount to the extent payable on the Lower Tier REMIC
          1
          Uncertificated Regular Interests as provided in the Preliminary Statement,
          and
          third, to the Class LT-R Certificates.

         

        (i) On
          each
          Distribution Date prior to the related Accretion Termination Date, (1)
          an amount
          equal to the Accrual Amount for the Class 1-A12 Certificates for such date
          will
          be distributed concurrently with, and in the same manner as the Senior
          Principal
          Distribution Amount for Collateral Group 1 as provided in, Section 5.02(a)(iii);
          and (2) an amount equal to the Accrual Amount for the Class 1-A13 Certificates
          for such date will be distributed concurrently with, and in the same manner
          as
          the senior Principal Distribution Amount for Collateral Group 1 as provided
          in,
          Section 5.02(a)(iii). On each such date, each Accrual Amount for such date
          will
          be added to the Class Principal Amount of the related Class of Accrual
          Certificates. On each Distribution Date on or after the related Accretion
          Termination Date, Accrued Certificate Interest, (and amounts in respect
          of
          shortfalls thereof) will no longer be added to the related Class Principal
          Amount thereof but will instead be distributed currently as interest to
          such
          Accrual Certificates.

         

        (j) On
          each
          Distribution Date, all Prepayment Penalty Amounts to which the Trust Fund
          is
          entitled received during the related Prepayment Period shall be distributed
          to
          the following Classes (in each case, in respect of the related Class P
          Component
          thereof), regardless of whether the Class Notional Amount of the related
          Class I
          Component thereof has been reduced to zero, as follows:

         

        (A) 100.0000000000%
          of such amounts received in respect of Pool 1 shall be distributed to the
          Class
          2-A3 Certificates;

         

        (B) 85.7044950666%
          of such amounts received in respect of Pool 2 shall be distributed to the
          Class
          2-A2 Certificates;

         

        (C) 14.2955049334%
          of such amounts received in respect of Pool 2 shall be distributed to the
          Class
          3-A2 Certificates, and

         

        (k) On
          each
          Distribution Date following the date on which the Class Principal Amount
          of the
          Class B4, Class B5, Class B6 or Class B7 Certificates has been reduced
          to zero,
          the Trustee shall distribute to each such Retired Subordinate Class any
          Additional Interest Amount for such date and Class. Such amounts shall
          be
          distributed from the Available Distribution Amount in the same order of
          priority
          that Accrued Certificate Interest otherwise would be distributable to such
          Class. 

         

        
          
            
            

          

          
            88

            
              

            

          

          
            
            

          

        

         

        Section
          5.03. Allocation
          of Realized Losses.

         

        (a) On
          any
          Distribution Date, (i) the related Applicable Fraction of the principal
          portion
          of each Realized Loss (other than any Excess Loss) in respect of a Mortgage
          Loan
          in Collateral Group P will be allocated to and reduce the Certificate Principal
          Amount of the Class AP Certificates until the Certificate Principal Amount
          thereof has been reduced to zero; and (ii) the related Applicable Fraction
          of
          the principal portion of each Realized Loss (other than any Excess Loss)
          in
          respect of a Mortgage Loan, shall be allocated in the following order of
          priority:

         

        first,
          to the
          Class B7 Certificates, in reduction of their Class Principal Amount, until
          the
          Class Principal Amount thereof has been reduced to zero;

         

        second,
          to the
          Class B6 Certificates, in reduction of their Class Principal Amount, until
          the
          Class Principal Amount thereof has been reduced to zero;

         

        third,
          to the
          Class B5 Certificates, in reduction of their Class Principal Amount, until
          the
          Class Principal Amount thereof has been reduced to zero; 

         

        fourth,
          to the
          Class B4 Certificates, in reduction of their Class Principal Amount, until
          the
          Class Principal Amount thereof has been reduced to zero;

         

        fifth,
          to the
          Class B3 Certificates, in reduction of their Class Principal Amount, until
          the
          Class Principal Amount thereof has been reduced to zero; 

         

        sixth,
          to the
          Class B2 Certificates, in reduction of their Class Principal Amount, until
          the
          Class Principal Amount thereof has been reduced to zero;

         

        seventh,
          to the
          Class B1 Certificates, in reduction of their Class Principal Amount, until
          the
          Class Principal Amount thereof has been reduced to zero;

         

        eighth,
          to the
          Class M-1A and Class M-1B Certificates, pro
          rata,
          in
          reduction of their respective Class Principal Amounts, until the Class
          Principal
          Amounts thereof has been reduced to zero; and

         

        ninth,
          to the
          related Classes of Non-AP Senior Certificates, pro
          rata,
          in
          accordance with their respective Class Principal Amounts provided,
          however,
          that
          any Realized Loss allocated (1) to the Class 1-A5 Certificates shall instead
          be
          allocated to the Class 1-A11 Certificates until the Class Principal Amount
          thereof has been reduced to zero; (2) to the Class 2-A1 Certificates shall
          instead be allocated to the Class 2-A4 Certificates until the Class Principal
          Amount thereof has been reduced to zero; (2) to the Class 2-A6 Certificates
          shall instead be allocated to the Class 2-A7 Certificates until the Class
          Principal Amount thereof has been reduced to zero; (3) to the Class 2-A8
          Certificates shall instead be allocated to the Class 2-A9 Certificates
          until the
          Class Principal Amount thereof has been reduced to zero; and (4) to the
          Class
          2-A10 Certificates shall instead be allocated to the Class 2-A11 Certificates
          until the Class Principal Amount thereof has been reduced to zero.

         

        
          
            
            

          

          
            89

            
              

            

          

          
            
            

          

        

         

        (b) With
          respect to any Distribution Date, the related Applicable Fraction of the
          principal portion of any Excess Loss in respect of a Mortgage Loan in any
          Collateral Group shall be allocated, pro
          rata,
          to the
          Subordinate Certificates and related Non-AP Senior Certificate or Certificates
          on the basis of the Apportioned Principal Balances of the Classes of Subordinate
          Certificates and Class Principal Amounts of the Non-AP Senior Certificates
          (and
          in the same manner as specified in clause ninth
          of
          subsection (a) above).

         

        (c) Any
          Realized Losses allocated to a Class of Certificates pursuant to Section
          5.03(a)
          shall be allocated among the Certificates of such Class in proportion to
          their
          respective Certificate Principal Amounts. Any allocation of Realized Losses
          pursuant to this paragraph (c) shall be accomplished by reducing the Certificate
          Principal Amounts of the related Certificates on the related Distribution
          Date
          in accordance with Section 5.03(d). Realized Losses allocated to any Accrual
          Certificates will be allocated on the basis of the lesser of their original
          Class Principal Amount and their current Class Principal Amount.

         

        (d) Realized
          Losses allocated in accordance with this Section 5.03 shall be allocated
          on the
          Distribution Date in the month following the month in which such loss was
          incurred and, in the case of the principal portion thereof, after giving
          effect
          to distributions made on such Distribution Date, except that the aggregate
          amount of Realized Losses to be allocated to the Class AP Certificates
          on such
          Distribution Date will be taken into account in determining distributions
          in
          respect of any related AP Deferred Amount for such date.

         

        (e) On
          each
          Distribution Date, the Subordinate Certificate Writedown Amount for such
          date
          shall effect a corresponding reduction in the Class Principal Amount of
          the
          lowest ranking Class of outstanding Subordinate Certificates, which reduction
          shall occur on such Distribution Date after giving effect to distributions
          made
          on such Distribution Date.

         

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

         

        
          
            
            

          

          
            90

            
              

            

          

          
            
            

          

        

         

        (a) Advances
          shall be made in respect of each Master Servicer Remittance Date as provided
          herein. If, on any Determination Date, the Master Servicer determines that
          any
          Scheduled Payments due during the related Due Period (other than Balloon
          Payments) have not been received, the Master Servicer shall, or cause the
          applicable Servicer to, advance such amount on the Master Servicer Remittance
          Date immediately following such Determination Date, less an amount, if
          any, to
          be set forth in an Officer’s Certificate to be delivered to the Trustee on such
          Determination Date, which if advanced the Master Servicer or 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 Trustee shall be entitled to conclusively
          rely
          upon any determination by the Master Servicer that an Advance, if made,
          would
          constitute a non-recoverable advance. The Master Servicer and each Servicer
          shall be entitled to be reimbursed from the Collection Account for all
          Advances
          made by it as provided in Section 4.02.

         

        (b) In
          the
          event that the Master Servicer fails for any reason to make an Advance
          required
          to be made pursuant to this Section 5.04, the Trustee, solely in its capacity
          as
          successor Master Servicer pursuant to Section 6.14, shall, on or before
          the
          related Distribution Date, deposit in the Certificate Account an amount
          equal to
          the excess of (a) Advances required to be made by the Master Servicer that
          would
          have been deposited in such Certificate Account over (b) the amount of
          any
          Advance made by the Master Servicer and Servicers 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 Available Distribution
          Amount.

         

        Section
          5.06. Supplemental
          Interest Trust.

         

        The
          Trustee is hereby directed by the Depositor to accept the Cap Agreement
          on
          behalf of a trust, separate from the Trust Fund, for the benefit of the
          Class
          1-A2, Class 1-A5 and Class X Certificateholders in the form presented to
          it by
          the Depositor and shall have no responsibility for the contents, adequacy
          or
          sufficiency of the Cap Agreement, including without limitation, the
          representations and warranties contained therein.

         

        
          
            
            

          

          
            91

            
              

            

          

          
            
            

          

        

         

        Section
          5.07. The
          Reserve Funds.

         

        (a) On
          the
          Closing Date, the Trustee shall establish and maintain in the name of the
          Trustee, in the Supplemental Interest Trust for the benefit of the holders
          of
          the Class 1-A2 and Class X Certificates, the Class 1-A2 Reserve Fund, and
          for
          the benefit of the holders of the Class 1-A5 and Class X Certificates,
          the Class
          1-A5 Reserve Fund, into which the Depositor shall deposit $1,000 each.
          The
          Trustee shall hold the Class 1-A2 Cap Agreement and the Class 1-A5 Cap
          Agreement
          as an asset in the Class 1-A2 Reserve Fund and the Class 1-A5 Reserve Fund,
          respectively. The Class 1-A2 Reserve Fund and the Class 1-A5 Reserve Fund
          shall
          each 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.
          The Class 1-A2 Reserve Fund and the Class 1-A5 Reserve Fund shall not be
          an
          asset of any REMIC or the Trust Fund established hereby. The Trustee shall
          deposit promptly upon receipt in the Class 1-A2 Reserve Fund and the Class
          1-A5
          Reserve Fund any amounts received from the Class 1-A2 Cap Agreement and
          the
          Class 1-A5 Cap Agreement, respectively.

         

        (b) On
          each
          Distribution Date, the Trustee, on behalf of the Supplemental Interest
          Trust,
          shall distribute amounts on deposit in the Class 1-A2 Reserve Fund, first,
          to the
          Holders of the Class 1-A2 Certificates, in an amount up to any Basis Risk
          Shortfalls thereon and second,
          to the
          Holders of the Class 1-A2 Certificates, in an amount up to any Unpaid Basis
          Risk
          Shortfalls thereon. Any remaining amounts shall be retained in the Class
          1-A2
          Reserve Fund for distribution on future Distribution Dates.

         

        (c) On
          each
          Distribution Date, the Trustee, on behalf of the Supplemental Interest
          Trust,
          shall distribute amounts on deposit in the Class 1-A5 Reserve Fund, first,
          to the
          Holders of the Class 1-A5 Certificates, in an amount up to any Basis Risk
          Shortfalls thereon and second,
          to the
          Holders of the Class 1-A5 Certificates, in an amount up to any Unpaid Basis
          Risk
          Shortfalls thereon. Any remaining amounts shall be retained in the Class
          1-A5
          Reserve Fund for distribution on future Distribution Dates.

         

        (d) Upon
          the
          earliest to occur of (i) the Distribution Date on which the Class Principal
          Amount of the Class 1-A2 Certificates is reduced to zero, (ii) a Section
          7.01(c)
          Purchase Event or (iii) a Trust Fund Termination Event, any amounts remaining
          in
          the Class 1-A2 Reserve Fund and any future amounts payable under the Class
          1-A2
          Cap Agreement shall be distributed to the Class X
          Certificateholder.

         

        (e) Upon
          the
          earliest to occur of (i) the Distribution Date on which the Class Principal
          Amount of the Class 1-A5 Certificates is reduced to zero, (ii) a Section
          7.01(c)
          Purchase Event or (iii) a Trust Fund Termination Event, any amounts remaining
          in
          the Class 1-A5 Reserve Fund and any future amounts payable under the Class
          1-A5
          Cap Agreement shall be distributed to the Class X
          Certificateholder.

         

        
          
            
            

          

          
            92

            
              

            

          

          
            
            

          

        

         

        (f) Funds
          in
          the Class 1-A2 Reserve Fund and the Class 1-A5 Reserve Fund shall be invested
          in
          Eligible Investments. The Class X Certificates shall evidence ownership
          of the
          Class 1-A2 Reserve Fund and the Class 1-A5 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 Class 1-A2 Reserve
          Fund and the Class 1-A5 Reserve Fund, such funds shall remain
          uninvested.

         

        For
          federal income tax purposes, the Trustee shall treat the holders of the
          Class
          1-A2 Certificates and the Class 1-A5 Certificates as having entered into
          a
          notional principal contract with the holders of the Class X Certificates.
          Pursuant to such notional principal contract, all holders of the Class
          X
          Certificates shall be treated as having agreed to pay Basis Risk Shortfalls
          and
          Unpaid Basis Risk Shortfalls to the holders of the Class 1-A2 Certificates
          and
          the Class 1-A5 Certificates. Any payments to the Class 1-A2 Certificates
          and the
          Class 1-A5 Certificates in light of the foregoing shall not be payments
          with
          respect to a “regular interest” in a REMIC within the meaning of Code Section
          860G(a)(1). Notwithstanding the priority and sources of payments set forth
          in
          Article V hereof or otherwise, the Trustee shall account for all distributions
          on the Class 1-A2 Certificates and the Class 1-A5 Certificates as set forth
          in
          this section. For purposes of providing tax information reporting with
          respect
          to the Class 1-A2 Certificates and the Class 1-A5 Certificates, the Trustee
          shall treat the notional principal contract described in this paragraph
          as
          having a value equal to the Notional Principal Contract Value as of the
          Closing
          Date.

         

         

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

         

        (b) The
          Trustee, upon receipt of all resolutions, certificates, statements, opinions,
          reports, documents, orders or other instruments furnished to the Trustee
          which
          are specifically required to be furnished pursuant to any provision of
          this
          Agreement, shall examine them to determine whether they are on their face
          in the
          form required by this Agreement; provided,
          however,
          that the
          Trustee shall not be responsible for the accuracy or content of any such
          resolution, certificate, statement, opinion, report, document, order or
          other
          instrument furnished by the Master Servicer, any Servicer, 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 in a material manner the Trustee shall
          notify
          the Person providing such resolutions, certificates, statements, opinions,
          reports or other documents of the non-conformity, and if the instrument
          is not
          corrected to the Trustee’s satisfaction, the Trustee will provide notice thereof
          to the Certificateholders and 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.

         

        
          
            
            

          

          
            93

            
              

            

          

          
            
            

          

        

         

        (c) The
          Trustee shall not have any liability arising out of or in connection with
          this
          Agreement, except for its negligence or willful misconduct. No provision
          of this
          Agreement shall be construed to relieve the Trustee from liability for
          its own
          negligent action, its own negligent failure to act or its own willful
          misconduct; provided,
          however,
          that:

         

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

         

        (ii) For
          all
          purposes under this Agreement, the Trustee shall not be deemed to have
          notice of
          any Event of Default unless a Responsible Officer of the Trustee has actual
          knowledge thereof or unless written notice of any event which is in fact
          such a
          default is received by the Trustee at the address provided in Section 11.07,
          and
          such notice references the Holders of the Certificates and this
          Agreement;

         

        (iii) For
          all
          purposes under this Agreement, the Trustee shall not be deemed to have
          notice of
          any Event of Default (other than resulting from a failure by the Master
          Servicer
          to (i) remit funds (or make Advances) when required to do so or (ii) 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 its
          Corporate Trust Office, and such notice references the Holders of the
          Certificates and this Agreement;

         

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

         

        
          
            
            

          

          
            94

            
              

            

          

          
            
            

          

        

         

        (v) The
          Trustee shall not be responsible for any act or omission of the Master
          Servicer,
          any Servicer, the Depositor, the Seller or the 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
          address of the Trustee provided in Section 11.07 and makes reference to
          this
          series of Certificate or this Agreement, (ii) of which a Responsible Officer
          has
          actual knowledge, and (iii) which contains information sufficient to permit
          the
          Trustee to make a determination that the real property to which such document
          relates is a Mortgaged Property.

         

        (e) 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 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 resulting from any investment loss on any Eligible Investment
          included therein (except to the extent that the Trustee is the obligor
          and has
          defaulted thereon).

         

        (h) The
          Trustee, except as otherwise provided herein, shall not have any duty (A)
          to see
          to any recording, filing, or depositing of this Agreement or any agreement
          referred to herein or any financing statement or continuation statement
          evidencing a security interest, or to see to the maintenance of any such
          recording or filing or depositing or to any rerecording, refiling or
          redepositing of any thereof, (B) to see to any insurance or claim under
          any
          Insurance Policy, and (C) to see to the payment or discharge of any tax,
          assessment, or other governmental charge or any lien or encumbrance of
          any kind
          owing with respect to, assessed or levied against, any part of the Trust
          Fund or
          the Supplemental Interest Trust other than from funds available in the
          Certificate Account. Except as otherwise provided herein, the Trustee shall
          not
          have any duty to confirm or verify the contents of any reports or
          certificates of the Master Servicer, any Servicer, or the Cap Counterparty
          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.

         

        
          
            
            

          

          
            95

            
              

            

          

          
            
            

          

        

         

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

         

        (j) Notwithstanding
          anything in this Agreement to the contrary, neither the Trustee nor any
          Paying
          Agent shall be liable for special, indirect or consequential losses or
          damages
          of any kind whatsoever (including, but not limited to, lost profits), even
          if
          the Trustee or such Paying Agent, as applicable, has been advised of the
          likelihood of such loss or damage and regardless of the form of
          action.

         

        (k) For
          so
          long as the Depositor is subject to the Exchange Act reporting with respect
          to
          the Certificates, the Trustee shall give prior written notice to the Sponsor,
          the Master Servicer and the Depositor of the appointment of any Subcontractor
          by
          it and a written description (in form and substance satisfactory to the
          Sponsor
          and the Depositor) of the role and function of each Subcontractor utilized
          by
          the Trustee specifying (A) the identity of each such Subcontractor and
          (B) which
          elements of the servicing criteria set forth under Item 1122(d) of Regulation
          AB
          will be addressed in assessments of compliance provided by each such
          Subcontractor.

         

        (l) This
          Agreement shall not be construed to render the Trustee an agent of the
          Master
          Servicer or any Servicer.

         

        Section
          6.02. Certain
          Matters Affecting the Trustee. 

         

        Except
          as
          otherwise provided in Section 6.01:

         

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

         

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

         

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

         

        
          
            
            

          

          
            96

            
              

            

          

          
            
            

          

        

         

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

         

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

         

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

         

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

         

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

         

        Section
          6.03. Trustee
          Not Liable for Certificates. 

         

        
          
            
            

          

          
            97

            
              

            

          

          
            
            

          

        

         

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

         

        Section
          6.04. Trustee
          May Own Certificates. 

         

        The
          Trustee and any Affiliate or agent of the Trustee in its individual or
          any other
          capacity may become the owner or pledgee of Certificates and may transact
          banking and trust business with the other parties hereto 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 addition, the Trustee (i) may not be an originator
          of
          Mortgage Loans, the Master Servicer, a Servicer, the Depositor or an affiliate
          of the Depositor unless the Trustee is in an institutional trust department
          of
          the Trustee, (ii) must be authorized to exercise corporate trust powers
          under
          the laws of its jurisdiction of organization and (iii) must be rated at
          least
“A/F1” by Fitch, if Fitch is a Rating Agency that has rated the Trustee, or the
          equivalent rating by S&P or Moody’s. 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. 

         

        
          
            
            

          

          
            98

            
              

            

          

          
            
            

          

        

         

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

         

        (b) If
          at any
          time (i) the Trustee shall cease to be eligible in accordance with the
          provisions of Section 6.05 and shall fail to resign after written request
          therefor by the Depositor, (ii) the Trustee shall become incapable of acting,
          or
          shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee
          of its
          property shall be appointed, or any public officer shall take charge or
          control
          of the Trustee or of its property or affairs for the purpose of rehabilitation,
          conservation or liquidation, (iii) the Trustee shall fail to observe or
          perform
          in any material respect any of the covenants or agreements of the Trustee
          contained in this Agreement, including any failure to provide the information,
          reports, assessments or attestations required pursuant to Subsection 9.25(a)
          or
          9.25(b) hereof, (iv) a tax is imposed or threatened with respect to the
          Trust
          Fund by any state in which the Trustee or the Trust Fund held by the Trustee
          is
          located, (v) the continued use of the Trustee would result in a downgrading
          of
          the rating by any Rating Agency of any Class of Certificates with a rating,
          (vi)
          the Paying Agent shall fail to provide the information required pursuant
          to
          Sections 9.25(a) and (b) hereof or (vii) the Depositor desires to replace
          the
          Trustee with a successor Trustee, then the Depositor or the Master Servicer
          shall remove the Trustee or the Paying Agent, as applicable, and the Depositor
          shall appoint a successor trustee acceptable to 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.

         

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

         

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

         

        Section
          6.07. Successor
          Trustee. 

         

        
          
            
            

          

          
            99

            
              

            

          

          
            
            

          

        

         

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

         

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

         

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

         

        (d) Upon
          the
          resignation or removal of the Trustee pursuant to this Section 6.06, the
          Trustee
          shall deliver the amounts held in its possession for the benefit of the
          Certificateholders to the successor trustee upon the appointment of the
          successor trustee.

         

        Section
          6.08. Merger
          or Consolidation of Trustee. 

         

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

         

        
          
            
            

          

          
            100

            
              

            

          

          
            
            

          

        

         

        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, to act either as co-trustees jointly with the Trustee, or as separate
          trustees, or as custodians, for the purpose of holding title to, foreclosing
          or
          otherwise taking action with respect to any Mortgage Loan outside the state
          where the Trustee has its principal place of business where such separate
          trustee or co-trustee is necessary or advisable (or the Trustee has been
          advised
          by the Master Servicer that such separate trustee or co-trustee is necessary
          or
          advisable) under the laws of any state in which a property securing a Mortgage
          Loan is located or for the purpose of otherwise conforming to any legal
          requirement, restriction or condition in any state in which a property
          securing
          a Mortgage Loan is located or in any state in which any portion of the
          Trust
          Fund is located. The separate Trustees, co-trustees, or custodians so appointed
          shall be trustees or custodians for the benefit of all the Certificateholders
          and shall have such powers, rights and remedies as shall be specified in
          the
          instrument of appointment; provided,
          however,
          that no
          such appointment shall, or shall be deemed to, constitute the appointee
          an agent
          of the Trustee. The obligation of the Trustee to make Advances pursuant
          to
          Section 5.04 and 6.14 hereof shall not be affected or assigned by the
          appointment of a co-trustee. Notwithstanding the foregoing, if such co-custodian
          or co-trustee is determined to be a Servicing Function Participant no such
          co-custodian or co-trustee shall be vested with any powers, rights and
          remedies
          under this Agreement unless such party has agreed to comply with all Regulation
          AB requirements set forth under this Agreement or the 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 monies shall be exercised solely by
          the
          Trustee;

         

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

         

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

         

        
          
            
            

          

          
            101

            
              

            

          

          
            
            

          

        

         

        (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.

         

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

         

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

         

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

         

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

         

        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.

         

        
          
            
            

          

          
            102

            
              

            

          

          
            
            

          

        

         

        (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 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 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 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 and its directors, officers, employees and agents shall be entitled
          to
          indemnification from the Trust Fund for any loss, liability or expense
          incurred
          in connection with any legal proceeding or incurred without negligence
          or
          willful misconduct on its part, arising out of, or in connection with,
          the
          acceptance or administration of the trusts created hereunder or in connection
          with the performance of its duties hereunder or under any Cap Agreement,
          the
          Exchange Trust Agreement, the Mortgage Loan Sale Agreement, the Transfer
          Agreement, any Servicing Agreement or the Custodial Agreements, 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 and the Holders written notice thereof promptly after a
          Responsible Officer of the Trustee shall have knowledge thereof provided
          that the
          failure to provide such prompt written notice shall not affect the Trustee’s
          right to indemnification hereunder;

         

        
          
            
            

          

          
            103

            
              

            

          

          
            
            

          

        

         

        (ii) while
          maintaining control over its own defense, the Trustee shall cooperate and
          consult fully with the Depositor and the Master Servicer 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 and the Master Servicer, 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 Custodian. 

         

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

         

        Section
          6.13. Collection
          of Monies. 

         

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

         

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

         

        
          
            
            

          

          
            104

            
              

            

          

          
            
            

          

        

         

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

         

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

         

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

         

        (iii) Except
          with respect to those items listed in clause (ii) above, any failure by
          the
          Master Servicer to duly perform, within the required time period, without
          notice
          or grace period, its obligations to provide any information, data or materials
          required to be provided hereunder pursuant to Sections 9.23 and 9.29(b),
          including any items required to be included in any Exchange Act report;
          or

         

        (iv) Any
          failure on the part of the Master Servicer duly to observe or perform in
          any
          material respect any other of the covenants or agreements on the part of
          the
          Master Servicer contained in this Agreement which continues unremedied
          for a
          period of 30 days after the date on which written notice of such failure,
          requiring the same to be remedied, shall have been given to the Master
          Servicer
          by the Trustee, or to the Master Servicer and the Trustee by the Holders
          of more
          than 50% of the Aggregate Voting Interests of the Certificates; or

         

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

         

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

         

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

         

        
          
            
            

          

          
            105

            
              

            

          

          
            
            

          

        

         

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

         

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

         

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

         

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

         

        (xii) After
          receipt of notice from the Trustee, any failure of the Master Servicer
          to
          deposit into the Certificate Account any payment required to be made for
          the
          benefit of Certificateholders under the terms of this Agreement, including
          any
          Advance, on the Master Servicer Remittance Date immediately preceding the
          related Distribution Date which such failure continues unremedied for a
          period
          of one Business Day after the date upon which notice of such failure shall
          have
          been given to the Master Servicer by the Trustee. 

         

        
          
            
            

          

          
            106

            
              

            

          

          
            
            

          

        


        If
          an
          Event of Default described in clauses (i) through (xi) of this Section
          shall
          occur, then, in each and every case, subject to applicable law, so long
          as any
          such Event of Default shall not have been remedied within any period of
          time
          prescribed by this Section, the Trustee, by notice in writing to the Master
          Servicer may, and shall, if so directed by Certificateholders evidencing
          more
          than 50% of the Class Principal Amount of each Class of Certificates, terminate
          all of the rights and obligations of the Master Servicer hereunder and
          in and to
          the Mortgage Loans and the proceeds thereof. If an Event of Default described
          in
          clause (xii) of this Section shall occur, then, in each and every case,
          subject
          to applicable law, so long as such Event of Default shall not have been
          remedied
          within the time period prescribed by clause (xii) of this Section 6.14,
          the
          Trustee, by notice in writing to the Master Servicer, shall promptly terminate
          all of the rights and obligations of the Master Servicer hereunder and
          in and to
          the Mortgage Loans and the proceeds thereof. On or after the receipt by
          the
          Master Servicer of such written notice, all authority and power of the
          Master
          Servicer, and only in its capacity as Master Servicer under this Agreement,
          whether with respect to the Mortgage Loans or otherwise, shall pass to
          and be
          vested in the Trustee; provided,
          however,
          the
          parties acknowledge that notwithstanding the preceding sentence there may
          be a
          transition period, not to exceed 90 days, in order to effect the transfer
          of the
          Master Servicing obligations to the Trustee. 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 and any other account or fund maintained
          with
          respect to the Certificates or thereafter received with respect to the
          Mortgage
          Loans. The Master Servicer being terminated (or the Trust Fund, if the
          Master
          Servicer is unable to fulfill its obligations hereunder) as a result of
          an Event
          of Default shall bear all reasonable costs and expenses 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.

         

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

         

        Notwithstanding
          the termination of its activities as Master Servicer, each terminated Master
          Servicer shall continue to be entitled to reimbursement to the extent provided
          in Section 4.02 to the extent such reimbursement relates to the period
          prior to
          such Master Servicer’s termination.

         

        
          
            
            

          

          
            107

            
              

            

          

          
            
            

          

        

         

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

         

        (b) On
          and
          after the time the Master Servicer receives a notice of termination from
          the
          Trustee pursuant to Section 6.14(a) or the Trustee receives the resignation
          of
          the Master Servicer evidenced by an Opinion of Counsel pursuant to Section
          9.28
          but in any event within a period of time not to exceed 90 days after the
          Master
          Servicer or the Trustee receives such written notice pursuant to Section
          6.14(a)
          or Section 9.28, respectively, 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 in
          not to
          exceed 90 days after the Master Servicer or the Trustee receives such written
          notice pursuant to Section 6.14(a) or Section 9.28, as applicable. 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 Lower
          Tier
          REMIC 1 Uncertificated Regular Interests or thereafter be received with
          respect
          to the Mortgage Loans. Neither the Trustee nor any other successor master
          servicer shall be deemed to be in default hereunder by reason of any failure
          to
          make, or any delay in making, any distribution hereunder or any portion
          thereof
          caused by (i) the failure of the Master Servicer to deliver, or any delay
          in
          delivering, cash, documents or records to it, (ii) the failure of the Master
          Servicer to cooperate as required by this Agreement, (iii) the failure
          of the
          Master Servicer to deliver the Mortgage Loan data to the Trustee as required
          by
          this Agreement or (iv) restrictions imposed by any regulatory authority
          having
          jurisdiction over the Master Servicer.

         

        
          
            
            

          

          
            108

            
              

            

          

          
            
            

          

        


         

        Notwithstanding
          anything herein to the contrary, in no event shall the Trustee be liable
          for any
          Master Servicing Fee or Servicing Fee or for any differential in the amount
          of
          the Master Servicing Fee or Servicing Fee paid hereunder or under the applicable
          Servicing Agreement and the amount necessary to induce any successor master
          servicer or successor servicer to act as successor master servicer or successor
          servicer under this Agreement or the applicable Servicing Agreement and
          the
          transactions set forth or provided for herein.

         

        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 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 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.
          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.

         

        
          
            
            

          

          
            109

            
              

            

          

          
            
            

          

        

         

        Section
          6.17. Notification
          to Holders. 

         

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

         

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


         

        Subject
          to the provisions of Section 8.01 hereof, during the continuance of any
          Event of
          Default, Holders of Certificates evidencing not less than 25% of the Class
          Principal Amount (or Percentage Interest) of each Class of Certificates
          affected
          thereby may 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, unless such Certificateholders 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 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 the Trustee shall have actual knowledge of any action or inaction
          of
          the Master Servicer that would become an Event of Default upon the Master
          Servicer’s failure to remedy the same after notice, the Trustee shall give
          notice thereof to the Master Servicer and the Cap Counterparty, as
          applicable.

         

        Section
          6.20. Preparation
          of Tax Returns and Other Reports. 

         

        
          
            
            

          

          
            110

            
              

            

          

          
            
            

          

        

         

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

         

        (b) The
          Trustee shall prepare and file with the Internal Revenue Service (“IRS”), on
          behalf of the Trust Fund and each of the REMICs specified in the Preliminary
          Statement, an application for an employer identification number on IRS
          Form SS-4
          or by any other acceptable method. The Trustee shall also file a Form 8811
          as
          required. The Trustee, upon receipt from the IRS of the Notice of Taxpayer
          Identification Number Assigned, shall upon request promptly forward a copy
          of
          such notice to the Depositor. The Trustee shall have no obligation to verify
          the
          information in any Form 8811 or Form SS-4 filing.

         

        (c) The
          Depositor shall prepare or cause to be prepared the initial current report
          on
          Form 8-K. Thereafter, the Trustee shall, in accordance with industry standards
          and the rules of the Commission as in effect from time to time (the “Rules”),
          prepare and file with the Commission via the Electronic Data Gathering
          and
          Retrieval System (“EDGAR”), the reports listed in subsections (d) through (f) of
          this Section 6.20 in respect of the Trust Fund as and to the extent required
          under the Exchange Act.

         

        (d) Reports
          Filed on Form 10-D.

         

        (i) Within
          15
          days after each Distribution Date (subject to permitted extensions under
          the
          Exchange Act), the Trustee shall prepare and file on behalf of the Trust
          Fund
          any Form 10-D required by the Exchange Act, in form and substance as required
          by
          the Exchange Act. The Trustee shall file each Form 10-D with a copy of
          the
          related Distribution Date Statement. Any disclosure in addition to the
          Distribution Date Statement that is required to be included on Form 10-D
          (“Additional Form 10-D Disclosure”) shall be determined and prepared by and at
          the direction of the Depositor pursuant to the following paragraph and
          the
          Trustee will have no duty or liability for any failure hereunder to determine
          or
          prepare any Additional Form 10-D Disclosure, except as set forth in the
          next
          paragraph.

         

        (ii) As
          set
          forth on Exhibit L-1 hereto, within five calendar days after the related
          Distribution Date, (A) certain parties to the to the transaction contemplated
          hereby shall be required to provide to the Trustee and the Depositor, to
          the
          extent known by a responsible officer (or with respect to the Trustee,
          Responsible Officer) thereof, in EDGAR-compatible form (which may be Word
          or
          Excel documents easily convertible to EDGAR format), or in such other form
          as
          otherwise agreed upon by the Trustee and such party, the form and substance
          of
          any Additional Form 10-D Disclosure, if applicable, and include with such
          Additional Form 10-D Disclosure Notification in the form attached hereto
          as
          Exhibit L-4, and (B) the Depositor will approve, as to form and substance,
          or
          disapprove, as the case may be, the inclusion of the Additional Form 10-D
          Disclosure on Form 10-D. The Sponsor will be responsible for any reasonable
          fees
          and expenses assessed or incurred by the Trustee in connection with including
          any Additional Form 10-D Disclosure on Form 10-D pursuant to this
          paragraph.

         

        
          
            
            

          

          
            111

            
              

            

          

          
            
            

          

        

         

        (iii) After
          preparing the Form 10-D, the Trustee shall forward electronically a copy
          of the
          Form 10-D to the Exchange Act Signing Party for review and approval. If
          the
          Master Servicer is the Exchange Act Signing Party and the Form 10-D includes
          Additional Form 10-D Disclosure, then the Form 10-D shall also be electronically
          distributed to the Depositor for review and approval. The Trustee will
          make
          available to the Exchange Act Signing Party the monthly statement to
          certificateholders containing the information with respect to exchanges
          required
          to be included in such report for each Distribution Date and the Exchange
          Act
          Signing Party shall have the right to ask the Trustee reasonable questions
          regarding any information reported in a certificateholder statement regarding
          any exchange. The Exchange Act Signing Party shall have the right to rely
          on any
          such information provided to it by the Trustee. No later than two Business
          Days
          prior to the 15th
          calendar
          day after the related Distribution Date, a duly authorized representative
          of the
          Exchange Act Signing Party shall sign the Form 10-D and return an electronic
          or
          fax copy of such signed Form 10-D (with an original executed hard copy
          to follow
          by overnight mail) to the Trustee. If a Form 10-D cannot be filed on time
          or if
          a previously filed Form 10-D needs to be amended, the Trustee will follow
          the
          procedures set forth in subsection (g)(ii) of this Section 6.20. Promptly
          (but
          no later than one Business Day) after the deadline for filing such report
          with
          the Commission, the Trustee will make available on its internet website
          a final
          executed copy of each Form 10-D prepared and filed by the Trustee. Each
          party to
          this Agreement acknowledges that the performance by the Trustee of its
          duties
          under this Section 6.20(d) related to the timely preparation and filing
          of Form
          10-D is contingent upon such parties strictly observing all applicable
          deadlines
          in the performance of their duties under this Section 6.20(d). The Trustee
          shall
          have no liability for any loss, expense, damage, claim arising out of or
          with
          respect to any failure to properly prepare and/or timely file such Form
          10-D,
          where such failure results from the Trustee’s inability or failure to obtain or
          receive, on a timely basis, any information from any other party hereto
          needed
          to prepare, arrange for execution or file such Form 10-D, not resulting
          from its
          own negligence, bad faith or willful misconduct.

         

        (iv) Form
          10-D
          requires the registrant to indicate (by checking "yes" or "no") that it
“(1) has
          filed all reports required to be filed by Section 13 or 15(d) of the Exchange
          Act during the preceding 12 months (or for such shorter period that the
          registrant was required to file such reports), and (2) has been subject
          to such
          filing requirements for the past 90 days.” At the date of filing of each report
          on Form 10-D 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 it has been subject
          to
          such filing requirement for the past 90 days. The Depositor shall notify
          the
          Trustee in writing, no later than the fifth calendar day after the related
          Distribution Date with respect to the filing of a report on Form 10-D if
          the
          answer to the questions should be “no.” The Trustee shall be entitled to rely on
          such representations in preparing, executing and/or filing any such
          report.

         

        
          
            
            

          

          
            112

            
              

            

          

          
            
            

          

        

        


        (e) Reports
          Filed on Form 10-K.

         

        (i) Within
          90
          days after the end of each fiscal year of the Trust Fund for which the
          Trust
          Fund is subject to Exchange Act reporting requirements 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, the Trustee shall prepare and file on
          behalf of
          the Trust Fund a Form 10-K, in form and substance as required by the Exchange
          Act. To facilitate the Trustee's preparation of the From 10-K, the Depositor
          shall provide to the Trustee, no later than 30 days prior to the 10-K Filing
          Deadline, a template of the Form-10K in an Edgar-compatible format. Each
          such
          Form 10-K shall include the following items, in each case to the extent
          they
          have been delivered to the Trustee within the applicable time frames set
          forth
          in this Agreement and in the related Servicing Agreements and Custodial
          Agreement, (A) an annual compliance statement for each Servicer, each Additional
          Servicer and the Master Servicer, as described under Section 9.26 hereof
          and in
          each Servicing Agreement, (B)(I) the annual reports on assessment of compliance
          with servicing criteria for each Servicer, the Custodian, each Additional
          Servicer, the Master Servicer, any Servicing Function Participant, the
          Paying
          Agent (if other than the Trustee) and the Trustee (each, a “Reporting
          Servicer”), as described under Section 9.25(a) hereof and in each Servicing
          Agreement and Custodial Agreement, and (II) if any Reporting Servicer’s report
          on assessment of compliance with servicing criteria described under Section
          9.25(a) hereof or in any Servicing Agreement or Custodial Agreement identifies
          any material instance of noncompliance, disclosure identifying such instance
          of
          noncompliance, or if any Reporting Servicer’s report on assessment of compliance
          with servicing criteria described under Section 9.25(a) hereof or in the
          any
          Servicing Agreement or Custodial Agreement is not included as an exhibit
          to such
          Form 10-K, disclosure that such report is not included and an explanation
          why
          such report is not included, (C)(I) the registered public accounting firm
          attestation report for each Reporting Servicer, as described under Section
          9.25(b) hereof and in each Servicing Agreement and Custodial Agreement
          and (II)
          if any registered public accounting firm attestation report described under
          Section 9.25(b) hereof or in any Servicing Agreement or Custodial Agreement
          identifies any material instance of noncompliance, disclosure identifying
          such
          instance of noncompliance, or if any such registered public accounting
          firm
          attestation report is not included as an exhibit to such Form 10-K, disclosure
          that such report is not included and an explanation why such report is
          not
          included, and (D) a Sarbanes-Oxley Certification. Any disclosure or information
          in addition to (A) through (D) above that is required to be included on
          Form
          10-K (“Additional Form 10-K Disclosure”) shall be determined and prepared by and
          at the direction of the Depositor pursuant to the following paragraph and
          the
          Trustee will have no duty or liability for any failure hereunder to determine
          or
          prepare any Additional Form 10-K Disclosure, except as set forth in the
          next
          paragraph. 


        
          
            
            

          

          
            113

            
              

            

          

          
            
            

          

        

         

        (ii) As
          set
          forth on Exhibit L-2 hereto, no later than March 15 of each year that the
          Trust
          Fund is subject to the Exchange Act reporting requirements, commencing
          in 2007,
          (A) certain parties to the transaction contemplated hereby shall be required
          to
          provide to the Trustee and the Depositor, to the extent known by a responsible
          officer (or with respect to the Trustee, Responsible Officer) thereof,
          in
          EDGAR-compatible form (which may be Word or Excel documents easily convertible
          to EDGAR format), or in such other form as otherwise agreed upon by the
          Trustee
          and such party, the form and substance of any Additional Form 10-K Disclosure,
          if applicable, and include with such Additional Form 10-K Disclosure, an
          Additional Disclosure Notification in the form attached hereto as Exhibit
          L-4,
          and (B) the Depositor will approve, as to form and substance, or disapprove,
          as
          the case may be, the inclusion of the Additional Form 10-K Disclosure on
          Form
          10-K. The Trustee has no duty under this Agreement to monitor or enforce
          the
          performance by the parties listed on Exhibit L-2 of their duties under
          this
          paragraph or proactively solicit or procure from such parties any Form
          10-K
          Disclosure Information. The Sponsor will be responsible for any reasonable
          fees
          and expenses assessed or incurred by the Trustee in connection with including
          any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph.
          

        


        (iii) After
          preparing the Form 10-K, the Trustee shall forward electronically a copy
          of the
          Form 10-K to the Exchange Act Signing Party for review and approval. If
          the
          Master Servicer is the Exchange Act Signing Party and the Form 10-K includes
          Additional Form 10-K Disclosure, then the Form 10-K shall also be electronically
          distributed to the Depositor for review and approval. No later than the
          close of
          business New York City time on the 4th Business Day prior to the 10-K Filing
          Deadline, a duly authorized representative of the Exchange Act Signing
          Party
          shall sign the Form 10-K and return an electronic or fax copy of such signed
          Form 10-K (with an original executed hard copy to follow by overnight mail)
          to
          the Trustee. If a Form 10-K cannot be filed on time or if a previously
          filed
          Form 10-K needs to be amended, the Trustee will follow the procedures set
          forth
          in subsection (g) of this Section 6.20. Promptly (but no later than one
          Business
          Day) after the deadline for filing such report with the Commission, the
          Trustee
          will make available on its internet website a final executed copy of each
          Form
          10-K prepared and filed by the Trustee. The parties to this Agreement
          acknowledge that the performance by the Trustee of its duties under this
          Section
          6.20(e) related to the timely preparation and filing of Form 10-K is contingent
          upon such parties (and any Additional Servicer or Servicing Function
          Participant) strictly observing all applicable deadlines in the performance
          of
          their duties under this Section 6.20(e), Section 9.25(a), Section 9.25(b)
          and
          Section 9.26. The Trustee shall have no liability for any loss, expense,
          damage,
          claim arising out of or with respect to any failure to properly prepare
          and/or
          timely file such Form 10-K, where such failure results from the Trustee’s
          inability or failure to obtain or receive, on a timely basis, any information
          from any other party hereto needed to prepare, arrange for execution or
          file
          such Form 10-K, not resulting from its own negligence, bad faith or willful
          misconduct.


        
          
            
            

          

          
            114

            
              

            

          

          
            
            

          

        

         

        (iv) Each
          Form
          10-K shall include the Sarbanes-Oxley Certification. The Trustee, the Paying
          Agent and, if the Depositor is the Exchange Act Signing Party, the Master
          Servicer, shall, and the Trustee, the Paying Agent and the Master Servicer
          (if
          applicable) shall cause any Servicing Function Participant engaged by it
          to,
          provide to the Person who signs the Sarbanes-Oxley Certification (the
“Certifying Person”), by March 15 of each year in which the Trust Fund is
          subject to the reporting requirements of the Exchange Act (each, a “Back-Up
          Certification”), in the form attached hereto as Exhibit P-1 (or, in the case of
          (x) the Paying Agent, such other form as agreed to between the Paying Agent
          and
          the Exchange Act Signing Party, and (y) the Trustee, the form attached
          hereto as
          Exhibit P-2), upon which the Certifying Person, the entity for which the
          Certifying Person acts as an officer, and such entity’s officers, directors and
          Affiliates (collectively with the Certifying Person, “Certification Parties”)
          can reasonably rely. The senior officer of the Exchange Act Signing Party
          shall
          serve as the Certifying Person on behalf of the Trust Fund. In the event
          the
          Master Servicer, the Trustee, the Paying Agent or any Servicing Function
          Participant engaged by such parties is terminated or resigns pursuant to
          the
          terms of this Agreement, such party or Servicing Function Participant shall
          provide a Back-Up Certification to the Certifying Person pursuant to this
          Section 6.20(e)(iv) with respect to the period of time it was subject to
          this
          Agreement.

        


        (v) Each
          person (including their officers or directors) that signs any Form 10-K
          Certification shall be entitled to indemnification from the Trust Fund
          for any
          liability or expense incurred by it in connection with such certification,
          other
          than any liability or expense attributable to such Person’s own bad faith,
          negligence or willful misconduct. The provisions of this subsection shall
          survive any termination of this Agreement and the resignation or removal
          of such
          Person.

        


        (vi) Form
          10-K
          requires the registrant to indicate (by checking "yes" or "no") that it
“(1) has
          filed all reports required to be filed by Section 13 or 15(d) of the Exchange
          Act during the preceding 12 months (or for such shorter period that the
          registrant was required to file such reports), and (2) has been subject
          to such
          filing requirements for the past 90 days.” At the date of filing of each 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 it has been subject
          to
          such filing requirement for the past 90 days. The Depositor shall notify
          the
          Trustee in writing, no later than March 15th
          with
          respect to the filing of a report on Form 10-K, if the answer to the questions
          should be “no.” The Trustee shall be entitled to rely on such representations in
          preparing, executing and/or filing any such report.

        


        (f) Reports
          Filed on Form 8-K.

         

        
          
            
            

          

          
            115

            
              

            

          

          
            
            

          

        

         

        (i) Within
          four Business Days after the occurrence of an event requiring disclosure
          on Form
          8-K (each such event, a “Reportable Event”), and if requested by the Depositor,
          the Trustee shall prepare and file on behalf of the Trust Fund any Form
          8-K, as
          required by the Exchange Act, provided
          that the
          Depositor shall file the initial Form 8-K in connection with the issuance
          of the
          Certificates. Any disclosure or information related to a Reportable Event
          or
          that is otherwise required to be included on Form 8-K (“Form 8-K Disclosure
          Information”) shall be determined and prepared by and at the direction of the
          Depositor pursuant to the following paragraph and the Trustee will have
          no duty
          or liability for any failure hereunder to determine or prepare any Form
          8-K
          Disclosure Information or any Form 8-K, except as set forth in the next
          paragraph. 

        


        (ii) As
          set
          forth on Exhibit L-3 hereto, for so long as the Trust Fund is subject to
          the
          Exchange Act reporting requirements, no later than Noon New York City time
          on
          the 2nd Business Day after the occurrence of a Reportable Event (A) certain
          parties to the transaction contemplated hereby shall be required to provide
          to
          the Trustee and the Depositor, to the extent known by a responsible officer
          thereof (or, with respect to the Trustee, a Responsible Officer thereof),
          in
          EDGAR-compatible form (which may be Word or Excel documents easily convertible
          to EDGAR format), or in such other form as otherwise agreed upon by the
          Trustee
          and such party, the form and substance of any Form 8-K Disclosure Information,
          if applicable, and include with such Form 8-K Disclosure Information, an
          Additional Disclosure Notification in the form attached hereto as Exhibit
          L-4,
          and (B) the Depositor will approve, as to form and substance, or disapprove,
          as
          the case may be, the inclusion of the Form 8-K Disclosure Information.
          The
          Trustee has no duty under this Agreement to monitor or enforce the performance
          by the parties listed on Exhibit L-3 of their duties under this paragraph
          or
          proactively solicit or procure from such parties any Form 8-K Disclosure
          Information. The Sponsor will be responsible for any reasonable fees and
          expenses assessed or incurred by the Trustee in connection with including
          any
          Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph.
          

        


        (iii) After
          preparing the Form 8-K, the Trustee shall forward electronically, no later
          than
          Noon New York City time on the 3rd
          Business
          Day after the Reportable Event, a copy of the Form 8-K to the Exchange
          Act
          Signing Party for review and approval. If the Master Servicer is the Exchange
          Act Signing Party, then the Form 8-K shall also be electronically distributed
          to
          the Depositor for review and approval. No later than Noon New York City
          time on
          the 4th
          Business
          Day after the Reportable Event, a senior officer of the Exchange Act Signing
          Party shall sign the Form 8-K and return an electronic or fax copy of such
          signed Form 8-K (with an original executed hard copy to follow by overnight
          mail) to the Trustee. If a Form 8-K cannot be filed on time or if a previously
          filed Form 8-K needs to be amended, the Trustee will follow the procedures
          set
          forth in subsection (g) of this Section 6.20. Promptly (but no later than
          one
          Business Day) after the deadline for filing such Form with the Commission,
          the
          Trustee will make available on its internet website a final executed copy
          of
          each Form 8-K prepared and filed by it pursuant to this Section 6.20(f).
          The
          parties to this Agreement acknowledge that the performance by the Trustee
          of its
          duties under this Section 6.20(f) related to the timely preparation and
          filing
          of Form 8-K is contingent upon such parties strictly observing all applicable
          deadlines in the performance of their duties under this Section 6.20(f).
          The
          Trustee shall have no liability for any loss, expense, damage, claim arising
          out
          of or with respect to any failure to properly prepare and/or timely file
          such
          Form 8-K, where such failure results from the Trustee’s inability or failure to
          obtain or receive, on a timely basis, any information from any other party
          hereto needed to prepare, arrange for execution or file such Form 8-K,
          not
          resulting from its own negligence, bad faith or willful misconduct.



        
          
            
            

          

          
            116

            
              

            

          

          
            
            

          

        

         

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

         

        (i) On
          or
          before January 30th
          of the
          first year in which the Trustee is able to do so under applicable law,
          unless
          otherwise directed by the Depositor, the Trustee shall prepare and file
          a Form
          15 relating to the automatic suspension of reporting in respect of the
          Trust
          Fund under the Exchange Act. 

        


        (ii) In
          the
          event that the Trustee becomes aware that it will be unable to timely file
          with
          the Commission all or any required portion of any Form 8-K, 10-D or 10-K
          required to be filed by this Agreement because required disclosure information
          was either not delivered to it or delivered to it after the delivery deadlines
          set forth in this Agreement or for any other reason, the Trustee will promptly
          notify the Depositor. In the case of Form 10-D and 10-K, the parties to
          this
          Agreement and each Servicer will cooperate to prepare and file a Form 12b-25
          and
          a 10-D/A and 10-K/A as applicable, pursuant to Rule 12b-25 of the Exchange
          Act.
          In the case of Form 8-K, the Trustee will, upon receipt of all required
          Form 8-K
          Disclosure Information and upon the approval and direction of the Depositor,
          include such disclosure information on the next Form 10-D. In the event
          that any
          previously filed Form 8-K, 10-D or 10-K needs to be amended with respect
          to an
          additional disclosure item, the Trustee will notify the Depositor and any
          applicable party affected thereby and such parties will cooperate to prepare
          any
          necessary 8-K/A, 10-D/A or 10-K/A. Any Form 15, Form 12b-25 or any amendment
          to
          Form 8-K, 10-D or 10-K shall be signed by a senior officer or a duly authorized
          representative, as applicable, of the Exchange Act Signing Party. The parties
          to
          this Agreement acknowledge that the performance by the Trustee of its duties
          under this Section 6.20(g) related to the timely preparation and filing
          of Form
          15, a Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K is contingent
          upon
          each such party performing its duties under this Section. The Trustee shall
          have
          no liability for any loss, expense, damage, claim arising out of or with
          respect
          to any failure to properly prepare and/or timely file any such Form 15,
          Form
          12b-25 or any amendments to Forms 8-K, 10-D or 10-K, where such failure
          results
          from the Trustee’s inability or failure to obtain or receive, on a timely basis,
          any information from any other party hereto needed to prepare, arrange
          for
          execution or file such Form 15, Form 12b-25 or any amendments to Forms
          8-K, 10-D
          or 10-K, not resulting from its own negligence, bad faith or willful
          misconduct.

        


        (h) Any
          party
          that signs any Exchange Act report that the Trustee is required to file
          shall
          provide to the Trustee prompt notice of the execution of such Exchange
          Act
          report along with the name and contact information for the person signing
          such
          report and shall promptly deliver to the Trustee the original executed
          signature
          page for such report. In addition, each of the parties agrees to provide
          to the
          Trustee such additional information related to such party as the Trustee
          may
          reasonably request, including evidence of the authorization of the person
          signing any certification or statement, financial information and reports,
          and
          such other information related to such party or its performance hereunder.
          


        
          
            
            

          

          
            117

            
              

            

          

          
            
            

          

        

         

        (i) The
          Depositor and the Master Servicer, by mutual agreement, shall determine
          which of
          the Depositor or the Master Servicer shall be the initial Exchange Act
          Signing
          Party. Upon such determination, the Depositor shall timely notify the Trustee,
          and such notice shall provide contact information for the Exchange Act
          Signing
          Party. If the Depositor and Master Servicer, at any time, mutually agree
          to
          change the identity of the Exchange Act Signing Party, the Depositor shall
          provide timely notice to the Trustee of any such change. Any notice delivered
          pursuant to this Section 6.20 may be by fax or electronic copy notwithstanding
          the notice provisions of Section 11.07.

        


        Section
          6.21. [Reserved]

         

        Section
          6.22. No
          Merger. 

         

        (a) The
          Trustee shall not cause or otherwise knowingly permit the assets of the
          Trust
          Fund to be merged or consolidated with any other entity, except as a result
          of a
          final judicial determination.

         

        Section
          6.23. Indemnification
          by the Trustee and Paying Agent. 

         

        The
          Trustee (including in its capacity as Paying Agent) and any Paying Agent
          other
          than the Trustee each agrees to indemnify the Depositor and the Master
          Servicer,
          and each of their respective directors, officers, employees and agents
          and the
          Trust Fund and hold each of them harmless from and against any losses,
          damages,
          penalties, fines, forfeitures, legal fees and expenses and related costs,
          judgments, and any other costs, fees and expenses that any of them may
          sustain
          arising out of or based upon the engagement by it of any Subcontractor
          in
          violation of Section 6.01(k) or any failure by it to deliver any assessment
          of
          compliance, information, report or certification when and as required under
          Sections 6.20 or 9.25(a).

         

        Section
          6.24. 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 within such time frame
          as may
          be requested, as the Sponsor, the Master Servicer, the Depositor or the
          Trustee
          may determine in good faith is necessary to comply with the provisions
          of
          Regulation AB.

         

        
          
            
            

          

          
            118

            
              

            

          

          
            
            

          

        

         

        ARTICLE
          VII

         

        PURCHASE
          AND TERMINATION

        OF
          THE
          TRUST FUND

         

        Section
          7.01. Termination
          of Trust Fund Upon Repurchase or Liquidation of All Mortgage Loans.


         

        (a) The
          respective obligations and responsibilities of the Trustee and the Master
          Servicer created hereby (other than the obligation of the Trustee to make
          payments to Certificateholders as set forth in Section 7.02, the obligation
          of
          the Master Servicer to make a final remittance to the Trustee for deposit
          into
          the Certificate Account pursuant to Section 4.01 and the obligations of
          the
          Master Servicer to the Trustee pursuant to Sections 9.10 and 9.14), shall
          terminate upon the occurrence of the earlier of (i) the final payment or
          other
          liquidation of the last Mortgage Loan remaining in the Trust Fund and the
          disposition of all REO Property, (ii) the sale of the property held by
          the Trust
          Fund in accordance with Section 7.01(b) and (iii) the Latest Possible Maturity
          Date (each, a “Trust Fund Termination Event”); provided,
          however,
          that in
          no event shall the Trust Fund created hereby continue beyond the expiration
          of
          21 years from the death of the last survivor of the descendants of Joseph
          P.
          Kennedy, the late Ambassador of the United States to the Court of St. James’s,
          living on the date hereof or beyond the Latest Possible Maturity Date.
          Upon the
          occurrence of a Trust Fund Termination Event, each REMIC shall be terminated
          in
          a manner that shall qualify as a “qualified liquidation” under the REMIC
          Provisions.

         

        (b) On
          any
          Distribution Date occurring after the date on which the aggregate Scheduled
          Principal Balance of the Mortgage Loans is less than 10% of the Cut-off
          Date
          Aggregate Principal Balance (the “Initial Optional Termination Date”), the
          Master Servicer or LTURI-holders, as applicable, may, upon written direction
          to
          the Trustee (delivered no later than 30 days prior to the anticipated sale
          date), cause (i) the Trustee to sell (or arrange for the sale of) in
          consultation with the Master Servicer or LTURI-holders, as applicable,
          the
          assets of the Trust Fund and (ii) the Trust Fund to adopt a plan of complete
          liquidation pursuant to Section 7.03(a)(i) hereof to sell all of its property.
          The property of the Trust Fund shall be sold at a price (the “Termination
          Price”) equal to the sum of: (i) 100% of the unpaid principal balance of each
          Mortgage Loan on the day of such purchase plus interest accrued thereon
          at the
          applicable Mortgage Rate with respect to any Mortgage Loan to the Due Date
          in
          the Due Period immediately preceding the related Distribution Date to the
          date
          of such repurchase, (ii) the fair market value of any REO Property and
          any other
          property held by any REMIC, such fair market value to be determined by
          an
          appraiser or appraisers appointed by the Master Servicer and reasonably
          acceptable to the Trustee (reduced, in the case of REO Property, by (1)
          reasonably anticipated disposition costs (as determined by the Master Servicer
          plus interest accrued thereon at the applicable Net Mortgage Rate to the
          date of
          purchases) and (2) any amount by which the fair market value as so reduced
          exceeds the outstanding principal balance of the related Mortgage Loan)
          and
          (iii) any unreimbursed Servicing Advances with respect to each Mortgage
          Loan.
          The Master Servicer, each Servicer, the Trustee and each Custodian shall
          be
          reimbursed from the Termination Price for any Mortgage Loan or related
          REO
          Property for any Advances made or other amounts advanced with respect to
          the
          Mortgage Loans that are reimbursable to any such entity under this Agreement,
          the applicable Servicing Agreement or the applicable Custodial Agreement,
          together with any accrued and unpaid compensation and any other amounts
          due to
          the Master Servicer or the Trustee hereunder or the Servicers or the
          Custodians.

         

        
          
            
            

          

          
            119

            
              

            

          

          
            
            

          

        

         

        (c) On
          any
          Distribution Date occurring on or after the Initial Optional Termination
          Date,
          the Master Servicer, with the prior written consent of the Seller, which
          consent
          shall not be unreasonably withheld, has the option to purchase all of the
          Lower
          Tier REMIC 1 Uncertificated Regular Interests. Upon exercise of such option,
          the
          Lower Tier REMIC 1 Uncertificated Regular Interests shall be sold to the
          Master
          Servicer at a price (the “Lower Tier REMIC 1 Uncertificated Regular Interests
          Purchase Price”) equal to the sum of (i) 100% of the unpaid principal balance of
          each Mortgage Loan on the day of such purchase plus interest accrued thereon
          at
          the applicable Mortgage Rate with respect to any Mortgage Loan to the Due
          Date
          in the Collection Period immediately preceding the related Distribution
          Date to
          the date of such repurchase and (ii) the fair market value of any REO Property
          and any other property held by any REMIC, such fair market value to be
          determined by an independent appraiser or appraisers mutually agreed upon
          by the
          Master Servicer and the Trustee (reduced, in the case of REO Property,
          by (1)
          reasonably anticipated disposition costs and (2) any amount by which the
          fair
          market value as so reduced exceeds the outstanding principal balance of
          the
          related Mortgage Loan plus interest accrued thereon at the applicable Net
          Mortgage Rate to the date of such purchase). If the Master Servicer elects
          to
          exercise such option, each REMIC created pursuant to this Agreement (other
          than
          REMIC I) shall be terminated in such a manner so that the termination of
          each
          such REMIC shall qualify as a “qualified liquidation” under the REMIC Provisions
          and the Lower Tier REMIC 1 Uncertificated Regular Interests and the Class
          LT-R
          Certificates will evidence the entire beneficial interest in the property
          of the
          Trust Fund. Following a purchase of the Lower Tier REMIC 1 Uncertificated
          Regular Interests pursuant to this subsection, the Trust Fund (and REMIC
          I) will
          remain outstanding and final payment on the Certificates (other than the
          Class
          LT-R Certificates) will be made in accordance with Sections 7.03(a)(iii)
          and
          5.02. The Trust Fund will terminate upon the occurrence of a Trust Fund
          Termination Event, in accordance with Section 7.01(a).

         

        Section
          7.02. Procedure
          Upon Termination of Trust Fund. 

         

        (a) Notice
          of
          any Trust Fund Termination Event and notice of the purchase of the Lower
          Tier
          REMIC 1 Uncertificated Regular Interests, specifying the Distribution Date
          upon
          which the final distribution to the Certificates (other than the Class
          LT-R
          Certificates, in the case of a purchase of the Lower Tier REMIC 1 Uncertificated
          Regular Interests) shall be made, shall be given 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) the sale of all of the property of the Trust Fund pursuant
          to
          Section 7.01(b), (y) the purchase of the Lower Tier REMIC 1 Uncertificated
          Regular Interests pursuant to Section 7.01(c) 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 Certificate Registrar (if the Trustee and the Certificate
          Registrar are not the same person) at the time notice is given to Holders
          of the
          Certificates.

         

        
          
            
            

          

          
            120

            
              

            

          

          
            
            

          

        

         

        In
          the
          case of a Trust Fund Termination Event, such notice shall specify (A) the
          Distribution Date upon which final distribution on the Certificates or
          Lower
          Tier REMIC 1 Uncertificated Regular Interests of all amounts required to
          be
          distributed to Certificateholders pursuant to Section 5.02 will be made
          upon
          presentation and surrender of the Certificates at the Corporate Trust Office,
          and (B) that the Record Date otherwise applicable to such Distribution
          Date is
          not applicable, distribution being made only upon presentation and surrender
          of
          the Certificates at the office or agency of the Trustee therein specified.
          Upon
          any such Trust Fund Termination Event, the duties of the Certificate Registrar
          with respect to the Certificates or Lower Tier REMIC 1 Uncertificated Regular
          Interests shall terminate and the Trustee shall terminate or request the
          Master
          Servicer to terminate, the Collection Account it maintains, the Certificate
          Account and any other account or fund maintained with respect to the
          Certificates or Lower Tier REMIC 1 Uncertificated Regular Interests, subject
          to
          the Trustee’s obligation hereunder to hold all amounts payable to
          Certificateholders in trust without interest pending such payment. 

         

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

         

        (b) In
          the
          event that all of the applicable 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 such
          Certificateholders to surrender their Certificates for cancellation and
          receive
          the final distribution with respect thereto. If within one year after the
          second
          notice any such Certificates shall not have been surrendered for cancellation,
          the Trustee may take appropriate steps to contact such 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 such 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.

         

        
          
            
            

          

          
            121

            
              

            

          

          
            
            

          

        

         

        (c) Any
          reasonable expenses incurred by the Trustee in connection with any Trust
          Fund
          Termination Event or any purchase of the Lower Tier REMIC I Uncertificated
          Regular Interests shall be reimbursed from proceeds received from the
          liquidation of the Trust Fund.

         

        Section
          7.03. Additional
          Requirements for any Trust Fund Termination Events or Purchase of the Lower
          Tier
          REMIC 1 Uncertificated Regular Interests. 

         

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

         

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

         

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

         

        (iii) On
          the
          date specified for final payment of the Certificates (other than the Class
          LT-R
          Certificates, in the case of a purchase of the Lower Tier REMIC 1 Uncertificated
          Regular Interests), the Trustee shall make final distributions of principal
          and
          interest on such Certificates 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

         

        
          
            
            

          

          
            122

            
              

            

          

          
            
            

          

        

         

        (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 (i) authorizes
          the Trustee to take the action described in paragraph (a) above and (ii)
          agrees
          to take such other action as may be necessary to facilitate liquidation
          of each
          REMIC created under this Agreement, which authorization shall be binding
          upon
          all successor Residual Certificateholders.

         

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

         

        Section
          7.04. Charged-off
          Loans and Released Mortgage Loans.

         

        Notwithstanding
          anything to the contrary contained in this Agreement, each Charged-off
          Loan that
          becomes a Released Mortgage Loan shall be released from the Trust Fund
          as soon
          as practicable after becoming a Released Mortgage Loan and shall no longer
          be an
          asset of any REMIC. Each Released Mortgage Loan shall be transferred to
          the
          Released Mortgage Transferee, without recourse. The Trustee, upon receipt
          of
          certification from the Master Servicer that a Charged-off Loan has become
          a
          Released Mortgage Loan, shall execute such instruments of transfer, assignment
          or release, in each case, without recourse, as shall be provided by the
          Master
          Servicer and necessary to transfer such Released Mortgage Loan. Thereafter
          (i)
          the Released Mortgage Transferee shall be entitled to any amounts subsequently
          received in respect of any such Released Mortgage Loans, (ii) the Released
          Mortgage Transferee may designate any Servicer to service any such Released
          Mortgage Loan and (iii) the Released Mortgage Transferee may sell any such
          Released Mortgage Loan to a third party. For purposes of compliance with
          the
          REMIC Provisions, any such Released Mortgage Loan transferred to the Released
          Mortgage Transferee pursuant to this Section 7.04 and having any value
          as of the
          date of such transfer shall be treated as having been transferred by the
          related
          REMIC as additional compensation for services provided to such
          REMIC.

         

        
          
            
            

          

          
            123

            
              

            

          

          
            
            

          

        

         

        ARTICLE
          VIII

         

        RIGHTS
          OF
          CERTIFICATEHOLDERS

         

        Section
          8.01. Limitation
          on Rights of Holders. 

         

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

         

        (b) No
          Certificateholder, solely by virtue of its status as Certificateholder,
          shall
          have any right by virtue or by availing of any provision of this Agreement
          to
          institute any suit, action or proceeding in equity or at law upon or under
          or
          with respect to this Agreement, unless such Holder previously shall have
          given
          to the Trustee a written notice of an Event of Default and of the continuance
          thereof, as hereinbefore provided, and unless also the Holders of Certificates
          evidencing not less than 25% of the Class Principal Amount (or Class Notional
          Amount) of Certificates of each Class shall have made written request upon
          the
          Trustee to institute such action, suit or proceeding in its own name as
          Trustee
          hereunder and shall have offered to the Trustee such reasonable indemnity
          as it
          may require against the cost, expenses and liabilities to be incurred therein
          or
          thereby, and the Trustee, for sixty days after its receipt of such notice,
          request and offer of indemnity, shall have neglected or refused to institute
          any
          such action, suit or proceeding and no direction inconsistent with such
          written
          request has been given such Trustee during such sixty-day period by such
          Certificateholders; it being understood and intended, and being expressly
          covenanted by each Certificateholder with every other Certificateholder
          and the
          Trustee, that no one or more Holders of Certificates shall have any right
          in any
          manner whatever by virtue or by availing of any provision of this Agreement
          to
          affect, disturb or prejudice the rights of the Holders of any other of
          such
          Certificates, or to obtain or seek to obtain priority over or preference
          to any
          other such Holder, or to enforce any right under this Agreement, except
          in the
          manner herein provided and for the benefit of all Certificateholders. For
          the
          protection and enforcement of the provisions of this Section, each and
          every
          Certificateholder and the Trustee shall be entitled to such relief as can
          be
          given either at law or in equity.

         

        Section
          8.02. Access
          to List of Holders. 

         

        
          
            
            

          

          
            124

            
              

            

          

          
            
            

          

        

         

        (a) If
          the
          Trustee is not acting as Certificate Registrar, the Certificate Registrar
          will
          furnish or cause to be furnished to the Trustee, within fifteen days after
          receipt by the Certificate Registrar of a request by the Trustee in writing,
          a
          list, in such form as the Trustee may reasonably require, of the names
          and
          addresses of the Certificateholders of each Class as of the most recent
          Record
          Date.

         

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

         

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

         

        Section
          8.03. Acts
          of Holders of Certificates. 

         

        (a) Any
          request, demand, authorization, direction, notice, consent, waiver or other
          action provided by this Agreement to be given or taken by Holders or Certificate
          Owner, if the Holder is a Clearing Agency, may be embodied in and evidenced
          by
          one or more instruments of substantially similar tenor signed by such Holders
          in
          person or by agent duly appointed in writing; and, except as herein otherwise
          expressly provided, such action shall become effective when such instrument
          or
          instruments are delivered to the Trustee 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.

         

        
          
            
            

          

          
            125

            
              

            

          

          
            
            

          

        

         

        (c) The
          ownership of Certificates or Lower Tier REMIC I Uncertificated Regular
          Interests
          (whether or not such Certificates or Lower Tier REMIC I Uncertificated
          Regular
          Interests shall be overdue and notwithstanding any notation of ownership
          or
          other writing thereon made by anyone other than the Trustee) shall be proved
          by
          the Certificate Register, and none of the Trustee, the Master Servicer,
          or the
          Depositor shall be affected by any notice to the contrary.

         

        (d) Any
          request, demand, authorization, direction, notice, consent, waiver or other
          action by the Holder of any Certificate or Lower Tier REMIC I Uncertificated
          Regular Interests shall bind every future Holder of the same Certificate
          and the
          Holder of every Certificate or Lower Tier REMIC I Uncertificated 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 Lower Tier
          REMIC I
          Uncertificated Regular Interests.

         

        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
          Lower Tier REMIC I Uncertificated Regular Interests, appoint Aurora Loan
          Services LLC, as Master Servicer. For and on behalf of the Depositor, the
          Trustee and the Certificateholders, the Master Servicer shall master service
          the
          Mortgage Loans in accordance with the provisions of this Agreement and
          the
          provisions of the Servicing Agreements.

         

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

         

        (a) The
          Master Servicer, at its expense, shall maintain in effect a Fidelity Bond
          and an
          Errors and Omissions Insurance Policy, affording coverage with respect
          to all
          directors, officers, employees and other Persons acting on such Master
          Servicer’s behalf, and covering errors and omissions in the performance of the
          Master Servicer’s obligations hereunder. The Errors and Omissions Insurance
          Policy and the Fidelity Bond shall be in such form and amount that would
          meet
          the requirements of FNMA or FHLMC if it were the purchaser of the Mortgage
          Loans. The Master Servicer shall (i) require each Servicer to maintain
          an Errors
          and Omissions Insurance Policy and a Fidelity Bond in accordance with the
          provisions of the applicable Servicing Agreement, (ii) cause each Servicer
          to
          provide to the Master Servicer certificates evidencing that such policy
          and bond
          is in effect and to furnish to the Master Servicer any notice of cancellation,
          non-renewal or modification of the policy or bond received by it, as and
          to the
          extent provided in the applicable Servicing Agreement, and (iii) furnish
          copies
          of the certificates and notices referred to in clause (ii) to the Trustee
          upon
          its request. The Fidelity Bond and Errors and Omissions Insurance Policy
          may be
          obtained and maintained in blanket form.

         

        
          
            
            

          

          
            126

            
              

            

          

          
            
            

          

        

         

        (b) The
          Master Servicer shall promptly report to the Trustee any material changes
          that
          may occur in the Master Servicer Fidelity Bond or the Master Servicer Errors
          and
          Omissions Insurance Policy and shall furnish to the Trustee, on request,
          certificates evidencing that such bond and insurance policy are in full
          force
          and effect. The Master Servicer shall promptly report to the Trustee all
          cases
          of embezzlement or fraud, if such events involve funds relating to the
          Mortgage
          Loans. The total losses, regardless of whether claims are filed with the
          applicable insurer or surety, shall be disclosed in such reports together
          with
          the amount of such losses covered by insurance. If a bond or insurance
          claim
          report is filed with any of such bonding companies or insurers, the Master
          Servicer shall promptly furnish a copy of such report to the Trustee. Any
          amounts relating to the Mortgage Loans collected by the Master Servicer
          under
          any such bond or policy shall be promptly remitted by the Master Servicer
          to the
          Trustee for deposit into the Certificate Account. Any amounts relating
          to the
          Mortgage Loans collected by any Servicer under any such bond or policy
          shall be
          remitted to the Master Servicer to the extent provided in the applicable
          Servicing Agreement.

         

        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 corporate 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. 

         

        
          
            
            

          

          
            127

            
              

            

          

          
            
            

          

        

         

        (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,
          the Trustee or the Certificateholders in any Mortgage Loan or the rights
          and
          interests of the Depositor, the Trustee and the Certificateholders under
          this
          Agreement. The Master Servicer further is authorized and empowered by the
          Trustee, on behalf of the Certificateholders and the Trustee, in its own
          name or
          in the name of any Servicer, when the Master Servicer or a Servicer, as
          the case
          may be, believes it is appropriate in its best judgment to register any
          Mortgage
          Loan with MERS, or cause the removal from the registration of any Mortgage
          Loan
          on the MERS system, to execute and deliver, on behalf of the Trustee and
          the
          Certificateholders or any of them, any and all instruments of assignment
          and
          other comparable instruments with respect to such assignment or re-recording
          of
          a Mortgage in the name of MERS, solely as nominee for the Trustee and its
          successors and assigns. The Master Servicer shall represent and protect
          the
          interests of the Trust Fund in the same manner as it protects its own interests
          in mortgage loans in its own portfolio in any claim, proceeding or litigation
          regarding a Mortgage Loan and shall not make or knowingly permit any Servicer
          to
          make any modification, waiver or amendment of any term of any Mortgage
          Loan that
          would cause any REMIC formed hereby to fail to qualify as a REMIC or result
          in
          the imposition of any tax under Section 860F(a) or Section 860G(d) of the
          Code.
          Without limiting the generality of the foregoing, the Master Servicer in
          its own
          name or in the name of a Servicer, and each Servicer, to the extent such
          authority is delegated to such Servicer by the Master Servicer under the
          applicable Servicing Agreement, is hereby authorized and empowered by the
          Trustee when the Master Servicer or applicable 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 (and
          reasonably acceptable 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 allow
          each
          Servicer to service the Mortgage Loans in each case in accordance with
          Accepted
          Servicing Practices (and the Trustee shall have no liability for misuse
          of any
          such powers of attorney by the Master Servicer or any Servicer). If the
          Master
          Servicer or the Trustee has been advised that it is likely that the laws
          of the
          state in which action is to be taken prohibit such action if taken in the
          name
          of the Trustee or that the Trustee would be adversely affected under the
“doing
          business” or tax laws of such state if such action is taken in its name, then
          upon request of the Trustee, the Master Servicer shall join with the Trustee
          in
          the appointment of a co-trustee pursuant to Section 6.09 hereof. In 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. The
          Master
          Servicer shall indemnify the Trustee for any and all costs, liabilities
          and
          expenses incurred by the Trustee in connection with the negligent or willful
          misuse of such powers of attorney by the Master Servicer.

         

        
          
            
            

          

          
            128

            
              

            

          

          
            
            

          

        

         

        (b) In
          master
          servicing and administering the Mortgage Loans, the Master Servicer shall
          employ
          procedures and exercise the same care that it customarily employs and exercises
          in master servicing and administering loans for its own account, giving
          due
          consideration to Accepted Servicing Practices where such practices do not
          conflict with this Agreement. Consistent with the foregoing, the Master
          Servicer
          may, and may permit any Servicer to, in its discretion (i) waive any late
          payment charge or any prepayment charge or penalty interest in connection
          with
          the prepayment of a Mortgage Loan, 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 to be made Advances on the related Mortgage
          Loan in
          accordance with the provisions of Section 5.04 on the basis of the amortization
          schedule of such Mortgage Loan without modification thereof by reason of
          such
          extension. Notwithstanding
          anything to the contrary in this Agreement, the Master Servicer shall not
          make
          or knowingly permit any modification, waiver or amendment of any material
          term
          of any Mortgage Loan unless: (1) such Mortgage Loan is in default or default
          by
          the related Mortgagor is, in the reasonable judgment of the Master Servicer
          or
          the applicable
          Servicer, reasonably foreseeable, (2) in the case of a waiver of a Prepayment
          Premium if (a) such Mortgage Loan is in default or default by the related
          Mortgagor is reasonably foreseeable, and such waiver would maximize recovery
          of
          total proceeds taking into account the value of such Prepayment Premium
          and the
          related Mortgage Loan or (b) if the prepayment is not the result of a refinance
          by a 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(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. 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.

         

        
          
            
            

          

          
            129

            
              

            

          

          
            
            

          

        

         

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

         

        (a) Each
          Servicing Agreement requires the applicable Servicer to service the Mortgage
          Loans in accordance with the provisions thereof. References in this Agreement
          to
          actions taken or to be taken by the Master Servicer include such actions
          taken
          or to be taken by a Servicer pursuant to a Servicing Agreement. Any fees,
          costs
          and expenses and other amounts payable to such Servicers shall be deducted
          from
          amounts remitted to the Master Servicer by the applicable Servicer (to
          the
          extent permitted by the applicable Servicing Agreement) and shall not be
          an
          obligation of the Trust Fund, the Trustee or the Master Servicer.

         

        (b) The
          Master Servicer shall not be required to (i) take any action with respect
          to the
          servicing of any Mortgage Loan that the related Servicer is not required
          to take
          under the related Servicing Agreement and (ii) cause a Servicer to take
          any
          action or refrain from taking any action if the related Servicing Agreement
          does
          not require such Servicer to take such action or refrain from taking such
          action; in both cases notwithstanding any provision of this Agreement that
          requires the Master Servicer to take such action or cause a Servicer to
          take
          such action.

         

        (c) The
          Master Servicer, for the benefit of the Trustee and the Certificateholders,
          shall enforce the obligations of each Servicer under the related Servicing
          Agreement, and shall use its reasonable best efforts to enforce the obligations
          of each Servicer under the related Servicing Agreement and shall, upon
          its
          obtaining actual knowledge of the failure of a Servicer to perform its
          obligations in accordance with the related Servicing Agreement, to the
          extent
          that the non-performance of any such obligations would have a material
          adverse
          effect on a Mortgage Loan, the Trust Fund or Certificateholders terminate
          the
          rights and obligations of such Servicer thereunder to the extent and in
          the
          manner permitted by each Servicing Agreement and either act as Servicer
          of the
          related Mortgage Loans or enter into a Servicing Agreement with a successor
          servicer. Such enforcement, including, without limitation, the legal prosecution
          of claims, termination of the Servicing Agreements and the pursuit of other
          appropriate remedies, shall be in such form and carried out to such an
          extent
          and at such time as the Master Servicer, in its good faith business judgment,
          would require were it the owner of the related Mortgage Loans. The Master
          Servicer shall pay the costs of such enforcement at its own expense, and
          shall
          be reimbursed therefor initially only (i) from a general recovery resulting
          from
          such enforcement only to the extent, if any, that such recovery exceeds
          all
          amounts due in respect of the related Mortgage Loans or (ii) from a specific
          recovery of costs, expenses or attorneys’ fees against the party against whom
          such enforcement is directed, and then, to the extent that such amounts
          are
          insufficient to reimburse the Master Servicer for the costs of such enforcement,
          (iii) from the Collection Account.

         

        
          
            
            

          

          
            130

            
              

            

          

          
            
            

          

        

         

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

         

        Section
          9.06. Collection
          of Taxes, Assessments and Similar Items. 

         

        (a) To
          the
          extent provided in the applicable Servicing Agreement, the Master Servicer
          shall
          cause each Servicer to establish and maintain one or more custodial accounts
          at
          a depository institution (which may be a depository institution with which
          the
          Master Servicer or any Servicer establishes accounts in the ordinary course
          of
          its servicing activities), the accounts of which are insured to the maximum
          extent permitted by the FDIC (each, an “Escrow Account”) and shall deposit
          therein any collections of amounts received with respect to amounts due
          for
          taxes, assessments, water rates, Standard Hazard Insurance Policy premiums
          or
          any comparable items for the account of the Mortgagors. Withdrawals from
          any
          Escrow Account may be made (to the extent amounts have been escrowed for
          such
          purpose) only in accordance with the applicable Servicing Agreement. Each
          Servicer shall be entitled to all investment income not required to be
          paid to
          Mortgagors on any Escrow Account maintained by such Servicer. The Master
          Servicer shall make (or cause to be made) to the extent provided in the
          applicable Servicing Agreement advances to the extent necessary in order
          to
          effect timely payment of taxes, water rates, assessments, Standard Hazard
          Insurance Policy premiums or comparable items in connection with the related
          Mortgage Loan (to the extent that the Mortgagor is required, but fails,
          to pay
          such items), provided
          that it
          has determined that the funds so advanced are recoverable from escrow payments,
          reimbursement pursuant to Section 4.02(v) or otherwise.

         

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

         

        Section
          9.07. Termination
          of Servicing Agreements; Successor Servicers.

         

        (a) The
          Master Servicer shall be entitled to terminate the rights and obligations
          of any
          Servicer under the applicable Servicing Agreement in accordance with the
          terms
          and conditions of such Servicing Agreement and without any limitation by
          virtue
          of this Agreement; provided,
          however,
          that in
          the event of termination of any Servicing Agreement by the Master Servicer
          or
          the related Servicer, the Master Servicer shall either act as Servicer
          of the
          related Mortgage Loans, or enter into a servicing agreement with a successor
          servicer. The parties acknowledge that notwithstanding the preceding sentence,
          there may be a transition period, not to exceed 90 days, in order to effect
          the
          transfer of servicing to a successor servicer.  The Master Servicer shall
          be entitled to be reimbursed from each Servicer (or by the Trust Fund,
          if such
          Servicer is unable to fulfill its obligations hereunder) for all costs
          associated with the transfer of servicing from the predecessor Servicer,
          including without limitation, any costs or expenses associated with the
          complete
          transfer of all servicing data and the completion, correction or manipulation
          of
          such servicing data, as may be required by the Master Servicer to correct
          any
          errors or insufficiencies in the servicing data or otherwise to enable
          the
          Master Servicer to service the Mortgage Loans properly and
          effectively.

         

        
          
            
            

          

          
            131

            
              

            

          

          
            
            

          

        

         

        (b) If
          the
          Master Servicer acts as Servicer, it will not assume liability for the
          representations and warranties of the Servicer, if any, that it replaces.
          The
          Master Servicer shall use reasonable efforts to have the successor servicer
          assume liability for the representations and warranties made by the terminated
          Servicer in respect of the related Mortgage Loans, and in the event of
          any such
          assumption by the successor servicer, the Trustee or the Master Servicer,
          as
          applicable, may, in the exercise of its business judgment, release the
          terminated Servicer from liability for such representations and
          warranties.

         

        Section
          9.08. Master
          Servicer Liable for Enforcement. 

         

        Notwithstanding
          any Servicing Agreement, the Master Servicer shall remain obligated and
          liable
          to the Trustee and the Certificateholders in accordance with the provisions
          of
          this Agreement, to the extent of its obligations hereunder, without diminution
          of such obligation or liability by virtue of such Servicing Agreement or
          arrangements. The Master Servicer shall use commercially reasonable efforts
          to
          ensure that the Mortgage Loans are serviced in accordance with the provisions
          of
          this Agreement and shall use commercially reasonable efforts to enforce
          the
          provisions of each Servicing Agreement for the benefit of the
          Certificateholders. The Master Servicer shall be entitled to enter into
          any
          agreement with the Servicers for indemnification of the Master Servicer
          and
          nothing contained in this Agreement shall be deemed to limit or modify
          such
          indemnification. Except as expressly set forth herein, the Master Servicer
          shall
          have no liability for the acts or omissions of such Servicer in the performance
          by a Servicer of its obligations under the related Servicing
          Agreement.

         

        Section
          9.09. No
          Contractual Relationship Between Servicers and Trustee or Depositor.


         

        Any
          Servicing Agreement that may be entered into and any other transactions
          or
          services relating to the Mortgage Loans involving a Servicer in its capacity
          as
          such and not as an originator shall be deemed to be between such Servicer,
          the
          related Seller and the Master Servicer, and except to the extent expressly
          provided therein the Trustee and the Depositor shall not be deemed parties
          thereto and shall have no claims, rights, obligations, duties or liabilities
          with respect to such Servicer except as set forth in Section 9.10
          hereof.

         

        Section
          9.10. Assumption
          of Servicing Agreement by Trustee.

         

        
          
            
            

          

          
            132

            
              

            

          

          
            
            

          

        

         

        (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 enforce the rights 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 (or its designee) assumption (but not its performance, except to the
          extent that costs or liability of the Trustee are created or increased
          as a
          result of negligent or wrongful acts or omissions of the Master Servicer
          prior
          to its replacement as Master Servicer) of the Master Servicer’s obligations,
          duties or responsibilities thereunder; provided
          that the
          Master Servicer shall not indemnify or hold harmless the Trustee against
          negligent or willful misconduct of the Trustee.

         

        (b) The
          Master Servicer that has been terminated shall, upon request of the Trustee
          but
          at the expense of such Master Servicer or, at the expense of the Trust
          Fund to
          the extent provided in this Agreement, 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. 

         

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

         

        (b) The
          Master Servicer or the related Servicer, as the case may be, shall be entitled
          to approve a request from a Mortgagor for the granting of an easement thereon
          in
          favor of another Person or any alteration or demolition of the related
          Mortgaged
          Property if it has determined, exercising its good faith business judgment
          in
          the same manner as it would if it were the owner of the related Mortgage
          Loan,
          that the security for, and the timely and full collectibility 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 the such Servicer as additional servicing
          compensation.

         

        
          
            
            

          

          
            133

            
              

            

          

          
            
            

          

        

         

        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 applicable Servicer of a notification that payment in full has been
          or
          will be escrowed in a manner customary for such purposes, the Master Servicer
          will, or will cause the applicable Servicer to, promptly notify the Trustee
          (or
          the applicable Custodian) by a certification (which certification shall
          include
          a statement to the effect that all amounts received or to be received in
          connection with such payment that are required to be deposited in the Collection
          Account maintained by the Master Servicer pursuant to Section 4.01 have
          been or
          will be so deposited) of a Servicing Officer and shall request the Trustee
          or
          the applicable Custodian, to deliver to the applicable Servicer the related
          Mortgage File. In lieu of sending a hard copy certification of a Servicing
          Officer, the Master Servicer may, or may cause a Servicer to, deliver the
          request for release in a mutually agreeable electronic format. To the extent
          that such a request, on its face, originates from a Servicing Officer,
          no
          signature shall be required. Upon receipt of such certification and request,
          the
          Trustee or the applicable Custodian, shall promptly release the related
          Mortgage
          File to the applicable Servicer and neither the Trustee nor the applicable
          Custodian shall have any further responsibility with regard to such Mortgage
          File. The Master Servicer is authorized, and each Servicer, to the extent
          such
          authority is delegated to the Servicer by the Master Servicer under the
          applicable Servicing Agreement, is authorized, to give, as agent for the
          Trustee, as the mortgagee under the Mortgage that secured the Mortgage
          Loan, an
          instrument of satisfaction (or assignment of mortgage without recourse)
          regarding the Mortgaged Property subject to the Mortgage, which instrument
          of
          satisfaction or assignment, as the case may be, shall be delivered to the
          Person
          or Persons entitled thereto against receipt therefor of such payment, it
          being
          understood and agreed that no expenses incurred in connection with such
          instrument of satisfaction or assignment, as the case may be, shall be
          chargeable to the Collection Account.

         

        (b) From
          time
          to time and as appropriate for the servicing or foreclosure of, or other
          legal
          proceedings relating to, any Mortgage Loan and in accordance with Accepted
          Servicing Practices and the applicable Servicing Agreement, the Trustee
          shall
          execute such pleadings, request for trustee’s sale or other documents as shall
          be prepared and furnished to the Trustee by the Master Servicer, or by
          a
          Servicer (in form reasonably acceptable to the Trustee) and as are necessary
          to
          the prosecution of any such proceedings. The Trustee or the 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 annexed hereto as Exhibit
          C or
          in the form annexed to the applicable Custodial Agreement as Exhibit C,
          release
          the related Mortgage File held in its possession or control to the Master
          Servicer (or the applicable Servicer). Such trust receipt shall obligate
          the
          Master Servicer or applicable Servicer to return the Mortgage File to the
          Trustee or applicable Custodian, as applicable, when the need therefor
          by the
          Master Servicer or applicable Servicer no longer exists unless (i) the
          Mortgage
          Loan shall be liquidated, in which case, upon receipt of a certificate
          of a
          Servicing Officer similar to that herein above specified, the trust receipt
          shall be released by the Trustee or the 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 or purposes
          of
          such delivery.

         

        
          
            
            

          

          
            134

            
              

            

          

          
            
            

          

        

         

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

         

        (a) The
          Master Servicer shall transmit, or cause the applicable Servicer to transmit,
          to
          the Trustee such documents and instruments coming into the possession of
          the
          Master Servicer or such Servicer from time to time as are required by the
          terms
          hereof to be delivered to the Trustee. Any funds received by the Master
          Servicer
          or by a Servicer in respect of any Mortgage Loan or which otherwise are
          collected by the Master Servicer or by a Servicer as a Subsequent Recovery,
          Liquidation Proceeds or Insurance Proceeds in respect of any Mortgage Loan
          shall
          be held for the benefit of the Trustee and the Certificateholders subject
          to the
          Master Servicer’s right to retain or withdraw from the Collection Account the
          Master Servicing Fee and other amounts provided in this Agreement, and
          to the
          right of each Servicer to retain its Servicing Fee and other amounts as
          provided
          in the applicable Servicing Agreement. The Master Servicer shall, and shall
          (to
          the extent provided in the applicable Servicing Agreement) cause a Servicer
          to,
          provide access to information and documentation regarding the Mortgage
          Loans to
          the Trustee, its 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 a Subsequent
          Recovery,
          Liquidation Proceeds or Insurance Proceeds, shall be held by the Master
          Servicer, or by such Servicer, for and on behalf of the Trustee and the
          Certificateholders and shall be and remain the sole and exclusive property
          of
          the Trustee; provided,
          however,
          that
          the Master Servicer and each Servicer shall be entitled to setoff against,
          and
          deduct from, any such funds any amounts that are properly due and payable
          to the
          Master Servicer or such Servicer under this Agreement or the applicable
          Servicing Agreement and shall be authorized to remit such funds to the
          Trustee
          in accordance with this Agreement.

         

        
          
            
            

          

          
            135

            
              

            

          

          
            
            

          

        

         

        (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 either
          Seller
          to the Depositor not to constitute a sale, the Trustee shall have a security
          interest in either Mortgage Loans and in all Mortgage Files representing
          such
          Mortgage Loans and in all funds now or hereafter held by, or under the
          control
          of, a Servicer or the Master Servicer that are collected by such Servicer
          or the
          Master Servicer in connection with such Mortgage Loans, whether as scheduled
          installments of principal and interest or as full or partial prepayments
          of
          principal or interest or as a Subsequent Recovery, Liquidation Proceeds
          or
          Insurance Proceeds or otherwise, and in all proceeds of the foregoing and
          proceeds of proceeds (but excluding any fee or other amounts to which such
          Servicer is entitled under the applicable Servicing Agreement, or the Master
          Servicer or the Depositor is entitled to hereunder); and the Master Servicer
          agrees that so long as the Mortgage Loans are assigned to and held by the
          Trustee or a Custodian, all documents or instruments constituting part
          of the
          Mortgage Files, and such funds relating to the Mortgage Loans which come
          into
          the possession or custody of, or which are subject to the control of, the
          Master
          Servicer or any Servicer shall be held by the Master Servicer or such Servicer
          for and on behalf of the Trustee as the Trustee’s agent and bailee for purposes
          of perfecting the Trustee’s security interest therein as provided by the
          applicable Uniform Commercial Code or other laws.

         

        (d) The
          Master Servicer agrees that it shall not, and shall not authorize a 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 and the
          Trustee,
          for the benefit of the Certificateholders, as of the Closing Date
          that:

         

        (i) it
          is
          validly existing and in good standing under the jurisdiction of its formation,
          and as Master Servicer has full power and authority to transact any and
          all
          business contemplated by this Agreement and to execute, deliver and comply
          with
          its obligations under the terms of this Agreement, the execution, delivery
          and
          performance of which have been duly authorized by all necessary 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;

         

        
          
            
            

          

          
            136

            
              

            

          

          
            
            

          

        

         

        (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 an FNMA- and FHLMC
          approved seller/servicer;

         

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

         

        (ix) the
          consummation of the transactions contemplated by this Agreement are in
          the
          ordinary course of business of the Master Servicer; and

         

        
          
            
            

          

          
            137

            
              

            

          

          
            
            

          

        

         

        (x) the
          Master Servicer has obtained an Errors and Omissions Insurance Policy and
          a
          Fidelity Bond in accordance with Section 9.02, each of which is in full
          force
          and effect, and each of which provides at least such coverage as is required
          hereunder.

         

        (b) It
          is
          understood and agreed that the representations and warranties set forth
          in this
          Section 9.14 shall survive the execution and delivery of this Agreement.
          The
          Master Servicer shall indemnify the Depositor and the Trustee and hold
          them
          harmless against any loss, damages, penalties, fines, forfeitures, legal
          fees
          and related costs, judgments, and other costs and expenses 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). Notwithstanding anything in this Agreement to the contrary,
          the Master Servicer shall not be liable for special, indirect or consequential
          losses or damages of any kind whatsoever (including, but not limited to,
          lost
          profits). It is understood and agreed that the enforcement of the obligation
          of
          the Master Servicer set forth in this Section to indemnify the Depositor
          and the
          Trustee as provided in this Section constitutes the sole remedy (other
          than as
          set forth in Section 6.14) of the Depositor and the Trustee, respecting
          a breach
          of the foregoing representations and warranties. Such indemnification shall
          survive any termination of the Master Servicer as Master Servicer hereunder,
          and
          any termination of this Agreement. 

         

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

         

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

         

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


         

        
          
            
            

          

          
            138

            
              

            

          

          
            
            

          

        

         

        Section
          9.16. Standard
          Hazard and Flood Insurance Policies. 

         

        For
          each
          Mortgage Loan (other than a Cooperative Loan), the Master Servicer shall
          maintain, or cause to be maintained by each Servicer, standard fire and
          casualty
          insurance and, where applicable, flood insurance, all in accordance with
          the
          provisions of this Agreement and the related Servicing Agreement, as applicable.
          It is understood and agreed that such insurance shall be with insurers
          meeting
          the eligibility requirements set forth in the applicable Servicing Agreement
          and
          that no earthquake or other additional insurance is to be required of any
          Mortgagor or to be maintained on property acquired in respect of a defaulted
          loan, other than pursuant to such applicable laws and regulations as shall
          at
          any time be in force and as shall require such additional
          insurance.

         

        Pursuant
          to Section 4.01, any amounts collected by the Master Servicer, or by any
          Servicer, under any insurance policies maintained pursuant to this Section
          9.16
          (other than amounts to be applied to the restoration or repair of the property
          subject to the related Mortgage or released to the Mortgagor in accordance
          with
          the Master Servicer’s or a Servicer’s normal servicing procedures and Accepted
          Servicing Practices) shall be deposited into the Collection Account, subject
          to
          withdrawal pursuant to Section 4.02. Any cost incurred by the Master Servicer
          or
          any Servicer in maintaining any such insurance if the Mortgagor defaults
          in its
          obligation to do so shall be added to the amount owing under the Mortgage
          Loan
          where the terms of the Mortgage Loan so permit; provided,
          however,
          that
          the addition of any such cost shall not be taken into account for purposes
          of
          calculating the distributions to be made to Certificateholders and shall
          be
          recoverable by the Master Servicer or such Servicer pursuant to Section
          4.02(v).

         

        Section
          9.17. Presentment
          of Claims and Collection of Proceeds. 

         

        The
          Master Servicer shall, or shall cause each Servicer (to the extent provided
          in
          the applicable Servicing Agreement) to, prepare and present on behalf of
          the
          Trustee and the Certificateholders all claims under the Insurance Policies
          with
          respect to the Mortgage Loans, and take such actions (including the negotiation,
          settlement, compromise or enforcement of the insured’s claim) as shall be
          necessary to realize recovery under such policies. Any proceeds disbursed
          to the
          Master Servicer (or disbursed to a Servicer and remitted to the Master
          Servicer)
          in respect of such policies or bonds shall be promptly deposited in the
          Collection Account upon receipt, except that any amounts realized that
          are to be
          applied to the repair or restoration of the related Mortgaged Property
          or
          released to the Mortgagor in accordance with the Master Servicer’s or a
          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 non-coverage under any applicable Primary Mortgage Insurance Policy
          of any
          loss which, but for the actions of such Master Servicer or Servicer, would
          have
          been covered thereunder. To the extent that coverage is available, the
          Master
          Servicer shall use its best reasonable efforts to keep in force and effect,
          or
          to cause each Servicer to keep in force and effect (to the extent that
          the
          Mortgage Loan requires the Mortgagor to maintain such insurance), primary
          mortgage insurance applicable to each Mortgage Loan in accordance with
          the
          provisions of this Agreement and the related Servicing Agreement, as applicable.
          The Master Servicer shall not, and shall not permit any Servicer to, cancel
          or
          refuse to renew any such Primary Mortgage Insurance Policy that is in effect
          at
          the date of the initial issuance of the Certificates and is required to
          be kept
          in force hereunder except as required by applicable law or in accordance
          with
          the provisions of this Agreement and the related Servicing Agreement, as
          applicable.

         

        
          
            
            

          

          
            139

            
              

            

          

          
            
            

          

        

         

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

         

        Section
          9.19. Trustee
          To Retain Possession of Certain Insurance Policies and Documents.


         

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

         

        Section
          9.20. Realization
          Upon Defaulted Mortgage Loans. 

         

        The
          Master Servicer shall use its reasonable best efforts to, or to cause a
          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).

         

        
          
            
            

          

          
            140

            
              

            

          

          
            
            

          

        

         

        Section
          9.21. Compensation
          to the Master Servicer. 

         

        The
          Master Servicer shall be entitled to withdraw from the Collection Account,
          the
          Master Servicing Fee to the extent permitted by Section 4.02(vi). Servicing
          compensation in the form of assumption fees, if any, late payment charges,
          as
          collected, if any, or otherwise 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. The Master Servicer shall be required
          to pay all expenses incurred by it in connection with its activities hereunder
          and shall not be entitled to reimbursement therefor except as provided
          in this
          Agreement. Pursuant to Section 4.01(e), all income and gain realized from
          any
          investment of funds in the Collection Account shall be for the benefit
          of the
          Master Servicer as additional compensation. The provisions of this Section 9.21
          are subject to the provisions of Section 6.14(b).

         

        Section
          9.22. REO
          Property. 

         

        (a) In
          the
          event the Trust Fund acquires ownership of any REO Property in respect
          of any
          Mortgage Loan, the deed or certificate of sale shall be issued to the Trustee,
          or to its nominee, on behalf of the Certificateholders. The Master Servicer
          shall use its reasonable best efforts to sell, or, to the extent provided
          in the
          applicable Servicing Agreement, cause the applicable Servicer to sell,
          any REO
          Property as expeditiously as possible and in accordance with the provisions
          of
          this Agreement and the related Servicing Agreement, as applicable, but
          in all
          events within the time period, and subject to the conditions set forth
          in
          Article X hereof. Pursuant to its efforts to sell such REO Property, the
          Master
          Servicer shall protect and conserve, or cause the applicable Servicer to
          protect
          and conserve, such REO Property in the manner and to such extent required
          by the
          applicable Servicing Agreement, subject to Article X hereof.

         

        
          
            
            

          

          
            141

            
              

            

          

          
            
            

          

        

         

        (b) The
          Master Servicer shall deposit or cause to be deposited all funds collected
          and
          received by it, or recovered from any Servicer, in connection with the
          operation
          of any REO Property in the Collection Account.

         

        (c) The
          Master Servicer and the applicable Servicer, upon the final disposition
          of any
          REO Property, shall be entitled to reimbursement for any related unreimbursed
          Advances as well as any unpaid Master Servicing Fees or Servicing Fees
          from
          Liquidation Proceeds received in connection with the final disposition
          of such
          REO Property; provided,
          that
          (without limitation of any other right of reimbursement that the Master
          Servicer
          or any Servicer shall have hereunder) any such unreimbursed Advances as
          well as
          any unpaid Master Servicing Fees or Servicing Fees may be reimbursed or
          paid, as
          the case may be, prior to final disposition, out of any net rental income
          or
          other net amounts derived from such REO Property.

         

        (d) The
          Liquidation Proceeds from the final disposition of the REO Property, net
          of any
          payment to the Master Servicer and the applicable Servicer as provided
          above,
          shall be deposited in the Collection Account on or prior to the Determination
          Date in the month following receipt thereof and 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. Notices
          to the Depositor and the Trustee 

         

        (a) The
          Master Servicer shall promptly notify the Trustee, the Sponsor and the
          Depositor
          (i) of any legal proceedings pending against the Master Servicer of the
          type
          described in Item 1117 (§ 229.1117) of Regulation AB and (ii) if the Master
          Servicer shall become (but only to the extent not previously disclosed)
          at any
          time an affiliate of any of the parties listed on Exhibit I to this Agreement.
          On or before March 1st
          of each
          year, the Depositor shall distribute the information in Exhibit I to the
          Master
          Servicer.

         

        (b) Not
          later
          than three Business Days prior to the Distribution Date of each month,
          the
          Master Servicer shall provide to the Trustee, the Sponsor and the Depositor
          notice of the occurrence of any material modifications, extensions or waivers
          of
          terms, fees, penalties or payments relating to the Mortgage Loans during
          the
          related Collection Period or that have cumulatively become material over
          time
          (Item 1121(a)(11) of Regulation AB) along with all information, data, and
          materials related thereto as may be required to be included in the related
          Distribution Report on Form 10-D. The parties to this Agreement acknowledge
          that
          the performance by the Master Servicer of its duties under this Section
          9.23(b)
          related to the timely preparation and delivery of such information is contingent
          upon each applicable Servicer strictly observing all requirements and deadlines
          in the performance of their duties under their related Servicing Agreements.
          The
          Master Servicer shall have no liability for any loss, expense, damage or
          claim
          arising out of or with respect to any failure to properly prepare and/or
          timely
          deliver all such information where such failure results from the Master
          Servicer’s inability or failure to obtain or receive, on a timely basis, any
          information from any Servicer needed to prepare or deliver such information,
          which failure does not result from the Master Servicer’s own negligence, bad
          faith or willful misconduct.

         

        
          
            
            

          

          
            142

            
              

            

          

          
            
            

          

        

         

        Section
          9.24. Reports
          to the Trustee. 

         

        (a) Not
          later
          than 30 days after each Distribution Date, the Master Servicer shall forward
          to
          the Trustee 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
          to
          the Depositor, Attention: Contract Finance, and, upon request, any
          Certificateholders (or by the Trustee at the Master Servicer’s expense if the
          Master Servicer shall fail to provide such copies (unless (i) the Master
          Servicer shall have failed to provide the Trustee with such statement or
          (ii)
          the Trustee shall be unaware of the Master Servicer’s failure to provide such
          statement)).

         

        (b) Not
          later
          than two Business Days following each Distribution Date, the Master Servicer
          shall deliver to the Person designated by the Depositor, in a format consistent
          with other electronic loan level reporting supplied by the Master Servicer
          in
          connection with similar transactions, “loan level” information with respect to
          the Mortgage Loans as of the related Determination Date (including information
          on any Net Prepayment Interest Shortfalls), to the extent that such information
          has been provided to the Master Servicer by the Servicers or by the
          Depositor.

         

        (c) All
          information, reports and statements prepared by the Master Servicer under
          this
          Agreement shall be based on information supplied to the Master Servicer
          by the
          Servicers without independent verification thereof and the Master Servicer
          shall
          be entitled to rely on such information.

         

        Section
          9.25. Assessment
          of Compliance and Attestation Reports. 

         

        (a) Assessment
          of Compliance

         

        (i) By
          March
          15 of each year, commencing in March 2007, the Master Servicer, the Paying
          Agent
          (if other than the Trustee) and the Trustee, each at its own expense, shall
          furnish, and shall cause any Servicing Function Participant engaged by
          it to
          furnish, each at its own expense, to the Sponsor, the Depositor, the Master
          Servicer and the Trustee, a report on an assessment of compliance with
          the
          Relevant Servicing Criteria that contains (A) a statement by such party
          of its
          responsibility for assessing compliance with the Relevant Servicing Criteria,
          (B) a statement that such party used the Servicing Criteria to assess compliance
          with the Relevant Servicing Criteria, (C) such party’s assessment of compliance
          with the Relevant Servicing Criteria as of and for the fiscal year covered
          by
          the Form 10-K required to be filed pursuant to Section 6.20(e), including,
          if
          there has been any material instance of noncompliance with the Relevant
          Servicing Criteria, a discussion of each such failure and the nature and
          status
          thereof, and (D) a statement that a registered public accounting firm has
          issued
          an attestation report on such party’s assessment of compliance with the Relevant
          Servicing Criteria as of and for such period. If the Trustee and the Paying
          Agent are the same party, the Relevant Servicing Criteria of the Paying
          Agent
          shall be included in the Trustee’s report.

         

        
          
            
            

          

          
            143

            
              

            

          

          
            
            

          

        

         

        (ii) When
          the
          Master Servicer, the Paying Agent (if other than the Trustee) and the Trustee
          (or any Servicing Function Participant engaged by it) submit their assessments
          to the Trustee, such parties will also at such time include the assessment
          (and
          attestation pursuant to subsection (b) of this Section 9.25) of each Servicing
          Function Participant engaged by it and shall indicate to the Trustee what
          Relevant Servicing Criteria will be addressed in any such reports prepared
          by
          any such Servicing Function Participant.

         

        (iii) Promptly
          after receipt of each report on assessment of compliance, the Trustee shall
          confirm that the assessments, taken as a whole, address all applicable
          Servicing
          Criteria and taken individually address the Relevant Servicing Criteria
          (and
          disclose the inapplicability of the Servicing Criteria not determined to
          be
          Relevant Criteria) for each party as set forth on Exhibit Q and on any
          similar
          exhibit set forth in each Servicing Agreement in respect of each Servicer,
          and
          each Custodial Agreement in respect of each Custodian, and shall notify
          the
          Depositor of any exceptions. By way of clarification and for the avoidance
          of
          doubt, it is acknowledged that the Trustee shall rely exclusively on Exhibit
          Q
          and on any similar exhibit set forth in the Servicing Agreement and Custodial
          Agreement to determine such applicable Servicing Criteria and Relevant
          Servicing
          Criteria, as the case may be, and shall not otherwise be reporting on the
          content of or sufficiency of such assessments.

         

        (b) Attestation
          Reports

         

        (i) By
          March
          15 of each year, commencing in March 2007, the Master Servicer, the Paying
          Agent
          (if other than the Trustee) and the Trustee, each at its own expense, shall
          cause, and each such party shall cause any Servicing Function Participant
          engaged by it to cause, each at its own expense, a registered public accounting
          firm (which may also render other services to the Master Servicer, the
          Paying
          Agent and the Trustee, as the case may be) that is a member of the American
          Institute of Certified Public Accountants to furnish a report to the Sponsor,
          the Depositor, the Master Servicer and the Trustee, to the effect that
          (A) it
          has obtained a representation regarding certain matters from the management
          of
          such party, which includes an assertion that such party has complied with
          the
          Relevant Servicing Criteria, and (B) on the basis of an examination conducted
          by
          such firm in accordance with standards for attestation engagements issued
          or
          adopted by the PCAOB, it is expressing an opinion as to whether such party’s
          compliance with the Relevant Servicing Criteria was fairly stated in all
          material respects, or it cannot express an overall opinion regarding such
          party’s assessment of compliance with the Relevant Servicing Criteria. If the
          Trustee and the Paying Agent are the same party, the attestation report
          caused
          to be furnished by the Trustee shall also address the Relevant Servicing
          Criteria of the Paying Agent. In the event that an overall opinion cannot
          be
          expressed, such registered public accounting firm shall state in such report
          why
          it was unable to express such an opinion. Such report must be available
          for
          general use and not contain restricted use language.

         

        
          
            
            

          

          
            144

            
              

            

          

          
            
            

          

        

         

        (ii) Promptly
          after receipt of such report from the Master Servicer, the Paying Agent,
          the
          Trustee or any Servicing Function Participant engaged by such parties,
          the
          Trustee shall confirm that each assessment submitted pursuant subsection
          (a) of
          this Section 9.25 is coupled with an attestation meeting the requirements
          of
          this Section and notify the Depositor of any exceptions.

         

        (c) The
          Trustee's, Paying Agent’s and the Master Servicer’s obligation to provide
          assessments of compliance and attestations under this Section 9.25 shall
          terminate upon the filing of a Form 15 suspension notice on behalf of the
          Trust
          Fund. Notwithstanding the foregoing after the occurrence of such event
          and
          provided the Depositor is not otherwise provided with such reports or copies
          of
          such reports, the Trustee and Paying Agent shall be obligated to provide
          a copy
          of such reports by March 15 of each year to the Depositor.

         

        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.

         

        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).

         

        (b) 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.

         

        
          
            
            

          

          
            145

            
              

            

          

          
            
            

          

        

         

        Section
          9.27. Merger
          or Consolidation. 

         

        Any
          Person into which the Master Servicer may be merged or consolidated, or
          any
          Person resulting from any merger, conversion, other change in form or
          consolidation to which the Master Servicer shall be a party, or any Person
          succeeding to the business of the Master Servicer, shall be the successor
          to the
          Master Servicer hereunder, without the execution or filing of any paper
          or any
          further act on the part of any of the parties hereto, anything herein to
          the
          contrary notwithstanding; provided,
          however,
          that
          the successor or resulting Person to the Master Servicer shall be a Person
          that
          shall be qualified and approved to service mortgage loans for FNMA or FHLMC
          and
          shall have a net worth of not less than $15,000,000.

         

        Section
          9.28. Resignation
          of Master Servicer. 

         

        Except
          as
          otherwise provided in Sections 9.27 and 9.29 hereof, the Master Servicer
          shall
          not resign from the obligations and duties hereby imposed on it unless
          it
          determines that the Master Servicer’s duties hereunder are no longer permissible
          under applicable law or are in material conflict by reason of applicable
          law
          with any other activities carried on by it and cannot be cured. Any such
          determination permitting the resignation of the Master Servicer shall be
          evidenced by an Opinion of Counsel that shall be Independent to such effect
          delivered to the Trustee. No such resignation shall become effective until
          the
          Trustee shall have assumed, or a successor master servicer acceptable to
          the
          Trustee shall have been appointed by the Trustee and until such successor
          shall
          have assumed, the Master Servicer’s responsibilities and obligations under this
          Agreement. Notice of such resignation shall be given promptly by the Master
          Servicer and the Depositor to the Trustee.

         

        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, 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, the Depositor or the Rating Agencies to delegate or assign
          to or
          subcontract with or authorize or appoint an Affiliate of the Master Servicer
          to
          perform and carry out any duties, covenants or obligations to be performed
          and
          carried out by the Master Servicer hereunder. In no case, however, shall
          any
          such delegation, subcontracting or assignment to an Affiliate of the Master
          Servicer relieve the Master Servicer of any liability hereunder. Notice
          of such
          permitted assignment shall be given promptly by the Master Servicer to
          the
          Depositor and the Trustee. If, pursuant to any provision hereof, the duties
          of
          the Master Servicer are transferred to a successor master servicer, the
          entire
          amount of the Master Servicing Fees and other compensation payable to the
          Master
          Servicer pursuant hereto, including amounts payable to or permitted to
          be
          retained or withdrawn by the Master Servicer pursuant to Section 9.21 hereof,
          shall thereafter be payable to such successor master servicer.

         

        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.

         

        
          
            
            

          

          
            146

            
              

            

          

          
            
            

          

        

         

        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.

         

        
          
            
            

          

          
            147

            
              

            

          

          
            
            

          

        

         

        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),
          Section 9.26 or any information, data or materials required to be included
          in
          any Exchange Act report, (b) any material misstatement or omission in any
          information, data or materials provided by the Master Servicer, or (c)
          the
          negligence, bad faith or willful misconduct of the Master Servicer in connection
          with its performance hereunder, 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. 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. Notwithstanding anything to the contrary contained
          herein, the Master Servicer shall not settle any claim involving any of
          the
          other parties hereto without such party’s prior written consent unless such
          settlement involves a complete and absolute release of such party from
          any and
          all liability in connection with such claim. This indemnification shall
          survive
          the termination of this Agreement or the termination of the Master Servicer
          as a
          party to this Agreement.

         

        Section
          9.32. Special
          Servicing of Delinquent Mortgage Loans. 

         

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

         

        ARTICLE
          X

         

        REMIC
          ADMINISTRATION

         

        Section
          10.01. REMIC
          Administration.

         

        
          
            
            

          

          
            148

            
              

            

          

          
            
            

          

        

         

        (a) As
          set
          forth in the Preliminary Statement hereto, the Trustee shall elect REMIC
          status
          in accordance with the REMIC Provisions with respect to each of the REMICs.
          The
          Trustee shall make such elections on Forms 1066 or other appropriate federal
          tax
          or information return for the taxable year ending on the last day of the
          calendar year in which the Certificates are issued. For the purposes of
          such
          elections, each of the Interests in REMIC I, other than the Class LT-R
          Certificate, is hereby designated as a regular interest in REMIC I; each
          of the
          interests in REMIC IIA, other than the Class R-2A Interest, is hereby designated
          as a regular interest in REMIC IIA; each of the interests in REMIC IIB,
          other
          than the Class R-2B Interest, is hereby designated as a regular interest
          in
          REMIC IIB; and each Underlying REMIC Certificate and each Certificate,
          other
          than the Exchange Certificates and the Exchangeable Certificates and the
          Class
          X, Class LT-R and Class R Certificates, are hereby designated as regular
          interests in REMIC III. In addition, the Class R-2A Interest is hereby
          designated as the sole residual interest in REMIC IIA, the Class R-2B Interest
          is hereby designated as the sole residual interest in REMIC IIB, and the
          Class R
          Certificate evidences ownership of the Class R-2A and Class R-2B Interests,
          and
          is also hereby designated as the sole residual interest in REMIC
          III.

         

        (b) The
          Closing Date is hereby designated as the “Startup Day” of each REMIC within the
          meaning of section 86OG(a)(9) of the Code. The latest possible maturity
          date for
          purposes of Treasury Regulation 1.86OG-1(a)(4) will be the Latest Possible
          Maturity Date.

         

        (c) 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 Form SS-4 as required
          by
          Section 6.20 and this Section 10.01.

         

        (d) The
          Trustee shall prepare, sign and file all of each REMIC’s federal and applicable
          state tax and information returns as such REMIC’s direct representative. As used
          in the previous sentence, “applicable state tax and information returns” shall
          mean such 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 (i) by the delivery to the Trustee of an Opinion of Counsel to such
          effect, or (ii) 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. If any Disqualified
          Organization acquires any Ownership Interest in a Residual Certificate,
          then the
          Trustee will upon request provide to the Internal Revenue Service, and
          to the
          persons specified in Sections 860E(e)(3) and (6) of the Code, such information
          as required in Section 860D(a)(6)(B) of the Code needed to compute the
          tax
          imposed under Section 860E(e) of the Code on transfers of residual interests
          to
          disqualified organizations. The Trustee shall be entitled to additional
          compensation from such person for the cost of providing such
          information.

         

        
          
            
            

          

          
            149

            
              

            

          

          
            
            

          

        

         

        (e) The
          Trustee 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
          and (ii) to the Certificateholders such information or reports as are required
          by the Code or the REMIC Provisions.

         

        If,
          after
          the Closing Date, as a result of any changes to the Code, the REMIC Provisions,
          or other compliance guidance issued by the Internal Revenue Service or
          any state
          or local taxing authority, the Trustee shall have additional duties or
          obligations pursuant to this subsection (e), the Trustee shall be entitled
          to
          receive reasonable compensation for the performance of its duties under
          this
          subsection (e); provided,
          however,
          that
          such compensation shall not exceed $5,000 per year.

         

        (f) The
          Trustee, the Master Servicer and the Holders of Certificates shall take
          any
          action within their respective control and scope of its duties or cause
          each
          REMIC to take any action necessary to create or maintain the status of
          such
          REMIC as a REMIC under the REMIC Provisions and shall assist each other
          as
          necessary to create or maintain such status. None of the Trustee, the Master
          Servicer or the Holder of any Residual Certificate shall 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 its control and in the scope
          of its
          duties that, under the REMIC Provisions, if taken or not taken, as the
          case may
          be, could (i) endanger the status of any REMIC as a REMIC or (ii) result in
          the imposition of a tax upon any REMIC (including but not limited to the
          tax on
          prohibited transactions as defined in Code Section 860F(a)(2) and the tax
          on
          prohibited contributions set forth on Section 860G(d) of the Code) (either
          such
          event, an “Adverse REMIC Event”) unless the Trustee and the Master Servicer have
          received an Opinion of Counsel (at the expense of the party seeking to
          take such
          action) to the effect that the contemplated action will not endanger such
          status
          or result in the imposition of such a tax. In addition, prior to taking
          any
          action with respect to any 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
          and
          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 it
          has actual knowledge that such taxes were not paid by a Residual
          Certificateholder, the Trustee shall pay any remaining REMIC taxes out
          of
          current or future amounts otherwise distributable to the Holder of the
          Residual
          Certificate in such REMIC or, if no such amounts are available, out of
          other
          amounts held in the Certificate Account, and shall reduce amounts otherwise
          payable to holders of regular interests in such REMIC, as the case may
          be.

         

        
          
            
            

          

          
            150

            
              

            

          

          
            
            

          

        

         

        (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 with respect to eligible substitute
          mortgage loans.

         

        (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 to such Rating
          Agency an
          Officer’s Certificate stating, without regard to any actions taken by any party
          other than the Trustee, the Trustee’s compliance with the provisions of this
          Section 10.01 applicable to it.

         

        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) affect adversely
          the
          status of such REMIC as a REMIC or of the Certificates, other than the
          Residual
          and Class X Certificates, as the regular interests therein, (b) affect
          the
          distribution of interest or principal on the Certificates, (c) result in
          the
          encumbrance of the assets transferred or assigned to the Trust Fund (except
          pursuant to the provisions of this Agreement) or (d) cause such REMIC to
          be
          subject to a tax on prohibited transactions or prohibited contributions
          pursuant
          to the REMIC Provisions.

         

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

         

        In
          the
          event that a REMIC fails to qualify as a REMIC, loses its status as a REMIC,
          or
          incurs federal, state or local taxes as a result of a prohibited transaction
          or
          prohibited contribution under the REMIC Provisions due to the negligent
          performance by the Trustee of its duties and obligations set forth herein,
          the
          Trustee shall indemnify the Holder of the Residual Certificate against
          any and
          all losses, claims, damages, liabilities or expenses (“Losses”) resulting from
          such negligence; provided,
          however,
          that
          the Trustee shall not be liable for any such Losses attributable to the
          action
          or inaction of the Master Servicer, a Servicer, the Depositor, or the Holder
          of
          such Residual Certificate, as applicable, or for any such Losses resulting
          from
          misinformation provided by the Holder of such Residual Certificate on which
          the
          Trustee has relied. The foregoing shall not be deemed to limit or restrict
          the
          rights and remedies of the Holder of such Residual Certificate now or hereafter
          existing at law or in equity. Notwithstanding the foregoing, however, in
          no
          event shall the Trustee have any liability (1) for any action or omission
          that
          is taken in accordance with and in compliance with the express terms of,
          or
          which is expressly permitted by the terms of, this Agreement, (2) for any
          Losses
          other than arising out of a negligent performance by the Trustee 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).

         


        
          
            
            

          

          
            151

            
              

            

          

          
            
            

          

        

         

        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) permit any Servicer to, rent, lease, or
          otherwise earn income on behalf of any REMIC with respect to any REO Property
          which might cause such REO Property to fail to qualify as “foreclosure” property
          within the meaning of section 860G(a)(8) of the Code or result in the receipt
          by
          any REMIC of any “income from non-permitted assets” within the meaning of
          section 860F(a)(2) of the Code or any “net income from foreclosure property”
which is subject to tax under the REMIC Provisions unless the Master Servicer
          has advised, or has caused the applicable Servicer to advise, the Trustee
          in
          writing to the effect that, under the REMIC Provisions, such action would
          not
          adversely affect the status of any REMIC as a REMIC and any income generated
          for
          any REMIC by the REO Property would not result in the imposition of a tax
          upon
          such REMIC.

         

        (b) The
          Master Servicer shall make, or shall cause the applicable Servicer to make,
          reasonable efforts to sell any REO Property for its fair market value.
          In any
          event, however, the Master Servicer shall, or shall cause the applicable
          Servicer to, dispose of any REO Property within three years from the end
          of the
          calendar year of its acquisition by the Trust Fund unless the Master Servicer
          has received a grant of extension from the Internal Revenue Service to
          the
          effect that, under the REMIC Provisions and any relevant proposed legislation
          and under applicable state law, the REMIC may hold REO Property for a longer
          period without adversely affecting the REMIC status of such REMIC or causing
          the
          imposition of a Federal or state tax upon such REMIC. If such an extension
          has
          been received, then (a) the Master Servicer shall provide a copy of such
          extension to the Trustee and (b) the Master Servicer, acting on behalf
          of the
          Trust Fund, shall, or shall cause the applicable Servicer to, continue
          to
          attempt to sell the REO Property for its fair market value for such period
          longer than three years as such extension permits (the “Extended Period”). If
          the Master Servicer has not received such an extension, or the Master Servicer
          is acting on behalf of the Trust Fund hereunder, or the applicable Servicer
          is
          unable to sell the REO Property within 33 months after its acquisition
          by the
          Trust Fund or if an extension has been received and the Master Servicer
          acting
          on behalf of the Trust Fund hereunder, is unable to sell the REO Property
          within
          the period ending three months before the close of the Extended Period,
          the
          Master Servicer shall, or shall cause the applicable Servicer to, before
          the end
          of the three year period or the Extended Period, as applicable, (i) purchase
          such REO Property at a price equal to the REO Property’s fair market value or
          (ii) auction the REO Property to the highest bidder (which may be the Master
          Servicer) in an auction reasonably designed to produce a fair price prior
          to the
          expiration of the three-year period or the Extended Period, as the case
          may
          be.


        
          
            
            

          

          
            152

            
              

            

          

          
            
            

          

        

         

        ARTICLE
          XI


         

        MISCELLANEOUS
          PROVISIONS

         

        Section
          11.01. Binding
          Nature of Agreement; Assignment. 

         

        This
          Agreement shall be binding upon and inure to the benefit of the parties
          hereto
          and their respective successors and permitted assigns.

         

        Section
          11.02. Entire
          Agreement. 

         

        This
          Agreement contains the entire agreement and understanding among the parties
          hereto with respect to the subject matter hereof, and supersedes all prior
          and
          contemporaneous agreements, understandings, inducements and conditions,
          express
          or implied, oral or written, of any nature whatsoever with respect to the
          subject matter hereof. The express terms hereof control and supersede any
          course
          of performance and/or usage of the trade inconsistent with any of the terms
          hereof.

         

        Section
          11.03. Amendment.
          

         

        (a) On
          or
          prior to a Section 7.01(c) Purchase Event, this Agreement may be amended
          from
          time to time by the Depositor, the Master Servicer and the Trustee, 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,
          (iii) to make any other provisions with respect to matters or questions
          arising
          under this Agreement or with the provisions of any Servicing Agreement
          (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.
          No
          such amendment effected pursuant to the preceding sentence shall, as evidenced
          by an Opinion of Counsel, adversely affect the status of any REMIC created
          pursuant to this Agreement, 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 may require an Opinion of Counsel
          (at
          the expense of the party requesting such amendment) to the effect that
          such
          amendment is permitted under this paragraph. 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, qualify or withdraw the then current
          rating assigned to the Certificates (and any Opinion of Counsel requested
          by the
          Trustee in connection with any such amendment may rely expressly on such
          confirmation as the basis therefor). 


        
          
            
            

          

          
            153

            
              

            

          

          
            
            

          

        

         

        (b) On
          or
          prior to a Section 7.01(c) Purchase Event, this Agreement may also be amended
          from time to time by the Depositor, the Master Servicer and the Trustee
          with the
          consent of the Holders of not less than 66 2/3% of the Class Principal
          Amount
          (or Class Notional Amount or Percentage Interest) of each Class of Certificates
          affected thereby for the purpose of adding any provisions to or changing
          in any
          manner or eliminating any of the provisions of this Agreement or of modifying
          in
          any manner the rights of the Holders; provided,
          however,
          that no
          such amendment shall be made unless the Trustee receives an Opinion of
          Counsel,
          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 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)
          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(c) Purchase Event but on or prior to a Trust Fund Termination
          Event, this Agreement may be amended from time to time by the Depositor,
          the
          Master Servicer, the
          Trustee,
          the LTURI holder and the Trustee. Prior to entering into any amendment
          without
          the consent of Holders pursuant to this paragraph, the Trustee
          shall be provided with an Opinion of Counsel addressed to the Trustee
          (at the expense of the party requesting such amendment) to the effect that
          such
          amendment is permitted under this Section and will not result in an Adverse
          REMIC Event.

         

        (d) Promptly
          after the execution of any such amendment, the Trustee
          shall furnish written notification of the substance of such amendment to
          each
          Holder, the Depositor and to the Rating Agencies.

         

        (e) It
          shall
          not be necessary for the consent of Holders under this Section 11.03 to
          approve
          the particular form of any proposed amendment, but it shall be sufficient
          if
          such consent shall approve the substance thereof. The manner of obtaining
          such
          consents and of evidencing the authorization of the execution thereof by
          Holders
          shall be subject to such reasonable regulations as the Trustee may
          prescribe.

         

        (f) Notwithstanding
          anything to the contrary in any Servicing Agreement, the Trustee shall
          not
          consent to any amendment of any Servicing Agreement unless (i) such amendment
          is
          effected pursuant to the standards provided in Section 11.03(a) or Section
          11.03(b) with respect to amendment of this Agreement and (ii) except for
          a
          Permitted Servicing Amendment, any such amendment pursuant to Section
          11.03(a)(iii) shall not be materially inconsistent with the provisions
          of such
          Servicing Agreement as evidenced by an Officer’s Certificate of the
          Depositor.


        
          
            
            

          

          
            154

            
              

            

          

          
            
            

          

        

         

        (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.

         

        (h) Prior
          to
          the execution of any amendment to this Agreement, the Trustee shall be
          entitled
          to receive and rely upon an Opinion of Counsel addressed to it stating
          that the
          execution of such amendment is authorized or permitted by this Agreement.
          The
          Trustee may, but shall not be obligated to, enter into any such amendment
          which
          affects the Trustee’s own rights, duties or immunities under this
          Agreement.

         

        Section
          11.04. Voting
          Rights. 

         

        Except
          to
          the extent that the consent of all affected Certificateholders is required
          pursuant to this Agreement, with respect to any provision of this Agreement
          requiring the consent of Certificateholders representing specified percentages
          of aggregate outstanding Certificate Principal Amount (or Notional Amount),
          Certificates owned by the Depositor, the Master Servicer, the Trustee or
          any
          Servicer or Affiliates thereof are not to be counted so long as such
          Certificates are owned by the Depositor, the Master Servicer, the Trustee
          or any
          Servicer or Affiliates thereof.

         

        Section
          11.05. Provision
          of Information. 

         

        (a) For
          so
          long as any of the Certificates of any Series or Class are “restricted
          securities” within the meaning of Rule 144(a)(3) under the Act, each of the
          Depositor and the Trustee agree to cooperate with each other to provide
          to any
          Certificateholders and to any prospective purchaser of Certificates designated
          by such Certificateholder, upon the request of such Certificateholder or
          prospective purchaser, any information required to be provided to such
          holder or
          prospective purchaser to satisfy the condition set forth in Rule 144A(d)(4)
          under the Act. Any reasonable, out-of-pocket expenses incurred by the Trustee
          in
          providing such information shall be reimbursed by the Depositor.

         

        (b) The
          Trustee will make available to any person to whom a Prospectus was delivered,
          upon the request of such person specifying the document or documents requested,
          (i) a copy (excluding exhibits) of any report on Form 8-K or Form 10-K
          filed
          with the Securities and Exchange Commission pursuant to Section 6.20(c)
          and (ii)
          a copy of any other document incorporated by reference in the Prospectus
          to the
          extent in the possession of 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 deliver or cause to be delivered by
          first
          class mail or make available on its website to the Depositor, Attention:
          Contract Finance, a copy of the report delivered to Certificateholders
          pursuant
          to Section 4.03.


        
          
            
            

          

          
            155

            
              

            

          

          
            
            

          

        

         

        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 delivered to such party at the relevant
          address, facsimile number or electronic mail address set forth below (or
          at such
          other address, facsimile number or electronic mail address as such party
          may
          designate from time to time by written notice in accordance with this Section
          11.07): (a) in the case of the Depositor, Structured Asset Securities
          Corporation, 745 Seventh Avenue, 7th
          Floor,
          New York, New York 10019, Attention:
          Mortgage Finance, LMT 2006-9,
          (b) in
          the case of the Trustee, its Corporate Trust Office and (c) in the case
          of the
          Master Servicer, Aurora Loan Services LLC, 10350 Park Meadows Drive, Littleton,
          Colorado 80124; Attention: Master Servicing, or as to each party such other
          address as may hereafter be furnished by such party to the other parties
          in
          writing. Any notice required or permitted to be mailed to a Holder shall
          be
          given by first class mail, postage prepaid, at the address of such Holder
          as
          shown in the Certificate Register. Any notice so mailed within the time
          prescribed in this Agreement shall be conclusively presumed to have been
          duly
          given, whether or not the Holder receives such notice.

         

        Section
          11.08. Severability
          of Provisions. 

         

        If
          any
          one or more of the covenants, agreements, provisions or terms of this Agreement
          shall be for any reason whatsoever held invalid, then such covenants,
          agreements, provisions or terms shall be deemed severable from the remaining
          covenants, agreements, provisions or terms of this Agreement and shall
          in no way
          affect the validity or enforceability of the other provisions of this Agreement
          or of the Certificates or the rights of the Holders thereof.

         

        Section
          11.09. Indulgences;
          No Waivers. 

         

        Neither
          the failure nor any delay on the part of a party to exercise any right,
          remedy,
          power or privilege under this Agreement shall operate as a waiver thereof,
          nor
          shall any single or partial exercise of any right, remedy, power or privilege
          preclude any other or further exercise of the same or of any other right,
          remedy, power or privilege, nor shall any waiver of any right, remedy,
          power or
          privilege with respect to any occurrence be construed as a waiver of such
          right,
          remedy, power or privilege with respect to any other occurrence. No waiver
          shall
          be effective unless it is in writing and is signed by the party asserted
          to have
          granted such waiver.

         

        Section
          11.10. Headings
          Not To Affect Interpretation. 

         

        (a) The
          headings contained in this Agreement are for convenience of reference only,
          and
          they shall not be used in the interpretation hereof.


        
          
            
            

          

          
            156

            
              

            

          

          
            
            

          

        

         

        Section
          11.11. Benefits
          of Agreement. 

         

        Nothing
          in this Agreement or in the Certificates, express or implied, shall give
          to any
          Person, other than the parties to this Agreement and their successors hereunder
          and the Holders of the Certificates, any benefit or any legal or equitable
          right, power, remedy or claim under this Agreement, except to the extent
          specified in Sections 11.14 and 11.15.

         

        Section
          11.12. Special
          Notices to the Rating Agencies. 

         

        (a) The
          Depositor shall give prompt notice to the Rating Agencies of the occurrence
          of
          any of the following events of which it has notice:

         

        (i) any
          amendment to this Agreement pursuant to Section 11.03;

         

        (ii) any
          Assignment by the Master Servicer of its rights hereunder or delegation
          of its
          duties hereunder;

         

        (iii) the
          occurrence of any Event of Default described in Section 6.14;

         

        (iv) any
          notice of termination given to the Master Servicer pursuant to Section
          6.14 and
          any resignation of the Master Servicer hereunder;

         

        (v) the
          appointment of any successor to any Master Servicer pursuant to Section
          6.14;
          and

         

        (vi) the
          making of a final payment pursuant to Section 7.02.

         

        (b) All
          notices to the Rating Agencies provided for this Section shall be in writing
          and
          sent by first class mail, telecopy or overnight courier, as
          follows:

         

        If
          to
          S&P, to:

         

        Standard
          & Poor’s Ratings Services

        55
          Water
          Street, 41st Floor

        New
          York,
          New York 10041

        Attention:
          Residential Mortgage Surveillance

         

        If
          to
          Moody’s, to:

         

        Moody’s
          Investors Service, Inc.

        99
          Church
          Street

        New
          York,
          New York 10007

        Attention:
          ABS Monitoring Department


        
          
            
            

          

          
            157

            
              

            

          

          
            
            

          

        

         

        If
          to Fitch, to:

        


        Fitch
          Ratings

        One
          State
          Street Plaza

        New
          York,
          New York 10004

        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. Counterparts.
          

         

        This
          Agreement may be executed in one or more counterparts, each of which shall
          be
          deemed to be an original, and all of which together shall constitute one
          and the
          same instrument.

         

        Section
          11.14. Transfer
          of Servicing. 

         

        The
          Seller agrees that it shall provide written notice to the Trustee and the
          Master
          Servicer thirty days prior to any transfer or assignment by the Seller
          of its
          rights under any Servicing Agreement or of the servicing thereunder or
          delegation of its rights or duties thereunder or any portion thereof to
          any
          Person other than the initial Servicer under any Servicing Agreement;
provided,
          that
          (i) the Seller shall not be required to provide prior notice of any transfer
          of
          servicing that occurs within three months following the Closing Date to
          an
          entity that is a Servicer on the Closing Date or (ii) LBH or LBB shall
          be
          required to provide notice of any transfer of servicing rights by either
          of them
          to the other. In addition, the ability of the Seller to transfer or assign
          its
          rights and delegate its duties under any Servicing Agreement (other than
          a
          transfer of servicing rights between LBH and LBB) or to transfer the servicing
          thereunder to a successor servicer shall be subject to the following
          conditions:

         

        (i) Such
          successor servicer must be qualified to service loans for FNMA or
          FHLMC;

         

        (ii) Such
          successor servicer must satisfy a Servicer eligibility standards in the
          applicable Servicing Agreement, exclusive of any experience in mortgage
          loan
          origination, and must be reasonably acceptable to the Master Servicer,
          whose
          approval shall not be unreasonably withheld;

         

        (iii) 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 a Servicer under the applicable
          Servicing Agreement or, (i) 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 each Servicing Agreement already in effect with
          each
          Servicer and (ii) in the case of a transfer of servicing to a Special Servicer
          pursuant to Section 9.32 herein, a special servicing agreement in the form
          of
          that attached to each Servicing Agreement;


        
          
            
            

          

          
            158

            
              

            

          

          
            
            

          

        

         

        (iv) If
          the
          successor servicer is not a Servicer of Mortgage Loans at the time of transfer,
          there must be delivered to the Trustee a letter from each Rating Agency
          to the
          effect that such transfer of servicing will not result in a qualification,
          withdrawal or downgrade of the then-current rating of any of the Certificates;
          and

         

        (v) The
          Seller shall, at its cost and expense, take such steps, or cause the terminated
          Servicer to take such steps, as may be necessary or appropriate to effectuate
          and evidence the transfer of the servicing of the Mortgage Loans to such
          successor servicer, including, but not limited to, the following: (A) to
          the
          extent required by the terms of the Mortgage Loans and by applicable federal
          and
          state laws and regulations, the Seller shall cause the prior Servicer to
          timely
          mail to each obligor under a Mortgage Loan any required notices or disclosures
          describing the transfer of servicing of the Mortgage Loans to the successor
          servicer; (B) prior to the effective date of such transfer of servicing,
          the
          Seller shall cause the prior Servicer to transmit to any related insurer
          notification of such transfer of servicing; (C) on or prior to the effective
          date of such transfer of servicing, the Seller shall cause the prior Servicer
          to
          deliver to the successor servicer all Mortgage Loan Documents and any related
          records or materials; (D) on or prior to the effective date of such transfer
          of
          servicing, the Seller shall cause the prior Servicer to transfer to the
          successor servicer, or, if such transfer occurs after a Servicer Remittance
          Date
          but before the next succeeding Master Servicer Remittance Date, to the
          Master
          Servicer, all funds held by the applicable Servicer in respect of the Mortgage
          Loans; (E) on or prior to the effective date of such transfer of servicing,
          the
          Seller shall cause the prior Servicer to, after the effective date of the
          transfer of servicing to the successor servicer, continue to forward to
          such
          successor servicer, within one Business Day of receipt, the amount of any
          payments or other recoveries received by the prior Servicer, and to notify
          the
          successor servicer of the source and proper application of each such payment
          or
          recovery; and (F) the Seller shall cause the prior Servicer to, after the
          effective date of transfer of servicing to the successor servicer, continue
          to
          cooperate with the successor servicer to facilitate such transfer in such
          manner
          and to such extent as the successor servicer may reasonably
          request.

         

        
          
            
            

          

          
            159

            
              

            

          

          
            
            

          

        

         

        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/ Michael Hitzmann        

                  Name:
                    Michael Hitzmann

                  Title:
                    Senior Vice President

                   

                  WELLS
                    FARGO BANK, N.A.,

                  as
                    Trustee

                   

                   

                  By:
                    /s/ Michael Pinzon            

                  Name:
                    Michael Pinzon

                  Title:
                    Vice President

                   

                  AURORA
                    LOAN SERVICES LLC, 

                  as
                    Master Servicer

                   

                   

                  By:
                    /s/ Jerald W. Dreyer            

                  Name:
                    Jerald W. Dreyer

                  Title:
                    Vice President

                


        

         

        


        


        Solely
          for purposes of Sections 6.11 and 11.14, 

        accepted
          and agreed to by:

         

        LEHMAN
          BROTHERS HOLDINGS INC.

         

         

        By:
          /s/ Ellen V. Kiernan            

        Name:
          Ellen V. Kiernan

        Title:
          Authorized Signatory

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        

          EXHIBIT
            A

           

          FORMS
            OF
            CERTIFICATES

           

          


          
            
              
              

            

            
              A-1

              
                

              

            

            
              
              

            

          

           

          EXHIBIT
            B-1

           

          FORM
            OF INITIAL CERTIFICATION

           

          ________________

          [Date]

           

          Wells
            Fargo Bank, N.A.

          P.O.
            Box 98

          Columbia,
            Maryland 21046

          Attention:
            Corporate Trust Group, LMT 2006-9

          (or
            in the case of overnight deliveries, 

          9062
            Old Annapolis Road

          Columbia,
            Maryland 21045)

          


          Structured
            Asset Securities Corporation

          745
            Seventh Avenue, 7th Floor

          New
            York, New York 10019

           

          Aurora
            Loan Services LLC

          10350
            Park Meadows Drive

          Littleton,
            Colorado 80124

           

          
            	
                  	RE:	
                    Trust
                      Agreement dated as of December 1, 2006, (the “Trust Agreement”), among
                      Structured Asset Securities Corporation, as Depositor, Aurora
                      Loan
                      Services LLC, as Master Servicer, and Wells Fargo Bank, N.A.,
                      as Trustee,
                      with respect to Lehman Mortgage
                      Trust Mortgage Pass-Through Certificates, Series
                      2006-9

                  


          

           

          Ladies
            and Gentlemen:

           

          In
            accordance with Section 2.02(a) of the Trust Agreement, subject to review
            of the
            contents thereof, the undersigned, as Custodian on behalf of the Trustee,
            hereby
            certifies that it has received the documents listed in Section 2.01(b)
            of the
            Trust Agreement for each Mortgage File pertaining to each Mortgage Loan
            listed
            on Schedule A, to the Trust Agreement, subject to any exceptions noted
            on
            Schedule I hereto.

           

          Capitalized
            words and phrases used herein and not otherwise defined herein shall
            have the
            respective meanings assigned to them in the Trust Agreement. This Certificate
            is
            subject in all respects to the terms of Section 2.02 of the Trust Agreement
            and
            the Trust Agreement sections cross-referenced therein.

           

          [Custodian],
            on behalf of

          Wells
            Fargo Bank, N.A.,

          as
            Trustee

           

          By:
            ________________________

                
            Name:

                
Title:

           

          
            
              
              

            

            
              B-1-1

              
                

              

            

            
              
              

            

          


          EXHIBIT
            B-2

           

          FORM
            OF INTERIM CERTIFICATION

          
             

            ________________

            [Date]

             

          

           

           

          Wells
            Fargo Bank, N.A.

          P.O.
            Box 98

          Columbia,
            Maryland 21046

          Attention:
            Corporate Trust Group, LMT 2006-9

          (or
            in the case of overnight deliveries, 

          9062
            Old Annapolis Road

          Columbia,
            Maryland 21045)

          


          Structured
            Asset Securities Corporation

          745
            Seventh Avenue, 7th Floor

          New
            York, New York 10019

           

          Aurora
            Loan Services LLC

          10350
            Park Meadows Drive

          Littleton,
            Colorado 80124

           

          
            	
                  	RE:	
                    Trust
                      Agreement dated as of December 1, 2006, (the “Trust Agreement”), among
                      Structured Asset Securities Corporation, as Depositor, Aurora
                      Loan
                      Services LLC, as Master Servicer, and Wells Fargo Bank, N.A.,
                      as Trustee,
                      with respect to Lehman Mortgage
                      Trust Mortgage Pass-Through Certificates, Series
                      2006-9

                  


          

           

          Ladies
            and Gentlemen:

           

          In
            accordance with Section 2.02(b) of the Trust Agreement, the undersigned,
            as
            Custodian on behalf of the Trustee, hereby certifies that as to each
            Mortgage
            Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan
            paid in
            full or listed on the attachment 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 the attachment
            hereto, it has reviewed the documents listed above and has determined
            that each
            such document appears regular on its face and appears to relate to the
            Mortgage
            Loan identified in such document.

           

          Capitalized
            words and phrases used herein shall have the respective meanings assigned
            to
            them in the Trust Agreement. This Certificate is qualified in all respects
            by
            the terms of said Trust Agreement including, but not limited to, Section
            2.02(b).

          
             

            [Custodian],
              on behalf of

            Wells
              Fargo Bank, N.A.,

            as
              Trustee

             

            By:
              ________________________

                  
              Name:

                  
Title:

          

           

          
            
              
              

            

            
              B-2-1

              
                

              

            

            
              
              

            

          


          EXHIBIT
            B-3

           

          FORM
            OF FINAL CERTIFICATION

          
             

            ________________

            [Date]

             

          

           

           

          Wells
            Fargo Bank, N.A.

          P.O.
            Box 98

          Columbia,
            Maryland 21046

          Attention:
            Corporate Trust Group, LMT 2006-9

          (or
            in the case of overnight deliveries, 

          9062
            Old Annapolis Road

          Columbia,
            Maryland 21045)

          


          Structured
            Asset Securities Corporation

          745
            Seventh Avenue, 7th Floor

          New
            York, New York 10019

           

          Aurora
            Loan Services LLC

          10350
            Park Meadows Drive

          Littleton,
            Colorado 80124

           

          
            	
                  	Re:	
                    Trust
                      Agreement dated as of December 1, 2006, (the “Trust Agreement”), among
                      Structured Asset Securities Corporation, as Depositor, Aurora
                      Loan
                      Services LLC, as Master Servicer, and Wells Fargo Bank, N.A.,
                      as Trustee,
                      with respect to Lehman Mortgage
                      Trust Mortgage Pass-Through Certificates, Series
                      2006-9

                  


          

           

          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 the attachment hereto) it has received the applicable
            documents listed in Section 2.02(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 above and has determined
            that each
            such document appears to be complete and, based on an examination of
            such
            documents, the information set forth in items (i) through (vi) of the
            definition
            of Mortgage Loan Schedule is correct.

           

          Capitalized
            words and phrases used herein shall have the respective meanings assigned
            to
            them in the Trust Agreement. This Certificate is qualified in all respects
            by
            the terms of said Trust Agreement.

           

          
            [Custodian],
              on behalf of

            Wells
              Fargo Bank, N.A.,

            as
              Trustee

             

            By:
              ________________________

                  
              Name:

                  
Title:

             

             

            
              
                
                

              

              
                B-3-1

                
                  

                

              

              
                
                

              

            

             

          

          EXHIBIT
            B-4

           

          FORM
            OF
            ENDORSEMENT

           

          Pay
            to
            the order of
            Wells Fargo Bank, N.A.,
            as
            trustee (the “Trustee”) under the Trust
            Agreement dated as of December 1, 2006, (the “Trust Agreement”), among
            Structured Asset Securities Corporation, as Depositor, Aurora Loan Services
            LLC,
            as Master Servicer, and Wells Fargo Bank, N.A., as Trustee,
            relating
            to Lehman Mortgage Trust Mortgage Pass-Through Certificates, Series 2006-9,
            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, (the “Trust Agreement”), among
            Structured Asset Securities Corporation, as Depositor, Aurora Loan Services
            LLC,
            as Master Servicer, and you,
            as
            Trustee (the “Trust Agreement”), the undersigned Master Servicer hereby requests
            a release of the Mortgage File held by you as Trustee, or Custodian,
            as
            applicable, with respect to the following described Mortgage Loan for
            the reason
            indicated below.

           

          Mortgagor’s
            Name:

           

          Address:

           

          Loan
            No.:

           

          Reason
            for requesting file:

           

          1.  Mortgage
            Loan paid in full. (The Master Servicer hereby certifies that all amounts
            received in connection with the loan have been or will be credited to
            the
            Collection Account or the Certificate Account (whichever is applicable)
            pursuant
            to the Trust Agreement.)

           

          2.  The
            Mortgage Loan is being foreclosed.

           

          3.  Mortgage
            Loan substituted. (The Master Servicer hereby certifies that a Qualifying
            Substitute Mortgage Loan has been assigned and delivered to you along
            with the
            related Mortgage File pursuant to the Trust Agreement.)

           

          4.  Mortgage
            Loan repurchased. (The Master Servicer hereby certifies that the Purchase
            Price
            has been credited to the Collection Account or the Certificate Account
            (whichever is applicable) pursuant to the Trust Agreement.)

           

          5.  Other.
            (Describe)

           

          The
            undersigned acknowledges that the above Mortgage File will be held by
            the
            undersigned in accordance with the provisions of the Trust Agreement
            and will be
            returned to you within ten (10) days of our receipt of the Mortgage File,
            except
            if the Mortgage Loan has been paid in full, or repurchased or substituted
            for a
            Qualifying Substitute Mortgage Loan (in which case the Mortgage File
            will be
            retained by us permanently).

           

          
            
              
              

            

            
              C-1

              
                

              

            

            
              
              

            

             

          

          Capitalized
            terms used herein shall have the meanings ascribed to them in the Trust
            Agreement.

          
             

            __________________________________

            [Name
              of
              Master Servicer]

             

            By:_______________________________

                 
              Name:

                 
              Title: Servicing Officer

          

           

          
            
              
              

            

            
              C-2

              
                

              

            

            
              
              

            

          


          EXHIBIT
            D-1

           

          FORM
            OF
            RESIDUAL CERTIFICATE TRANSFER AFFIDAVIT (TRANSFEREE)

          
             

            
              	STATE
                      OF	)
                      
	 	)
                      ss.:
	COUNTY
                      OF	)
                      


            

             

          

          [NAME
            OF
            OFFICER], _________________ being first duly sworn, deposes and
            says:

           

          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. 

           

          4.  That
            the
            Purchaser either (x) is not, and on __________________ [date of transfer]
            will
            not be, an employee benefit plan or other retirement arrangement subject
            to
            Section 406 of the Employee Retirement Income Security Act of 1974, as
            amended
            (“ERISA”), or Section 4975 of the Code (“Code”), (collectively, a “Plan”) or a
            person acting on behalf of any such Plan or investing the assets of any
            such
            Plan to acquire a Residual Certificate; (y) 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 Certificate
            Registrar an opinion of counsel satisfactory to the Trustee, and upon
            which the
            Trustee, the Certificate Registrar, the Master Servicer 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 Certificate Registrar, the Depositor or the
            Master
            Servicer 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.

           

          5.  That
            the
            Purchaser hereby acknowledges that under the terms of the Trust Agreement
            (the
“Agreement”) dated
            as of December 1, 2006, among Structured Asset Securities Corporation,
            as
            Depositor, Aurora Loan Services LLC, as Master Servicer and Wells Fargo
            Bank,
            N.A., as Trustee,
            no
            transfer of a Residual Certificate shall be permitted to be made to any
            person
            unless the Depositor and the Certificate Registrar have received a certificate
            from such transferee containing the representations in paragraphs 3,
            4 and 5
            hereof.

           

          
            
              
              

            

            
              D-1-1

              
                

              

            

            
              
              

            

          

           

          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, and that the Purchaser has provided financial
            statements or other financial information requested by the transferor
            in
            connection with the transfer of the Residual Certificate in order to
            permit the
            transferor to assess the financial capability of the Purchaser to pay
            such
            taxes.

           

          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 Certificate
            Registrar
            a written statement substantially in the form of Exhibit G 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 a U.S. Person or (ii) is a Non-U.S. Person that holds
            a
            Residual Certificate in connection with the conduct of a trade or business
            within the United States and has furnished the transferor and the Certificate
            Registrar with an effective Internal Revenue Service Form W-8 ECI (Certificate
            of Foreign Person’s Claim for exception From Withholding on Income Effectively
            Connected with the Conduct of a Trade or Business in the United States)
            or
            successor form at the time and in the manner required by the Code. “Non-U.S.
            Person” means any person other than (i) a citizen or resident of the United
            States; (ii) a corporation (or entity treated as a corporation for tax
            purposes)
            created or organized in the United States or under the laws of the United
            States
            or of any state thereof, including, for this purpose, the District of
            Columbia;
            (iii) a partnership (or entity treated as a partnership for tax purposes)
            organized in the United States or under the laws of the United States
            or of any
            state thereof, including, for this purpose, the District of Columbia
            (unless
            provided otherwise by future Treasury regulations); (iv) an estate whose
            income
            is includible in gross income for United States income tax purposes regardless
            of its source; (v) a trust, if a court within the United States is able
            to
            exercise primary supervision over the administration of the trust and
            one or
            more U.S. Persons have authority to control all substantial decisions
            of the
            trust; (vi) and, to the extent provided in Treasury regulations, certain
            trusts
            in existence prior to August 20, 1996 that are treated as United States
            persons
            prior to such date and elect to continue to be treated as United States
            persons.

           

          
            
              
              

            

            
              D-1-2

              
                

              

            

            
              
              

            

          

           

          11.  That
            the
            Purchaser agrees to such amendments of the Trust Agreement as may be
            required to
            further effectuate the restrictions on transfer of any Residual Certificate
            to
            such a “disqualified organization,” an agent thereof, a Book-Entry Nominee, or a
            person that does not satisfy the requirements of paragraph 7 and paragraph
            10
            hereof.

           

          12.  That
            the
            Purchaser consents to the designation of the Trustee as its agent to
            act as “tax
            matters person” of the Trust Fund pursuant to the Trust Agreement.

           


          
            
              
              

            

            
              D-1-3

              
                

              

            

            
              
              

            

          


          IN
            WITNESS WHEREOF, the Purchaser has caused this instrument to be executed
            on its
            behalf, pursuant to authority of its Board of Directors, by its [title
            of
            officer] this _____ day of __________, 20__.

          
            
               

              __________________________________

              [name
                of
                Purchaser]

               

              By:_______________________________

                   
                Name:

                   
                Title:



          

          Personally
            appeared before me the above-named [name of officer] ________________,
            known or
            proved to me to be the same person who executed the foregoing instrument
            and to
            be the [title of officer] _________________ of the Purchaser, and acknowledged
            to me that he [she] executed the same as his [her] free act and deed
            and the
            free act and deed of the Purchaser.

           

          Subscribed
            and sworn before me this _____ day of __________, 20__.

           

          NOTARY
            PUBLIC

           

          _________________________________

           

          COUNTY
            OF_____________________

           

          STATE
            OF_______________________

           

          My
            commission expires the _____ day of __________, 20__.

           

          
            
              
              

            

            
              D-1-4

              
                

              

            

            
              
              

            

          


          EXHIBIT
            D-2

           

          FORM
            OF
            RESIDUAL CERTIFICATE TRANSFER AFFIDAVIT (TRANSFEROR)

           

          __________________

          Date

           

          
            	 	
                    Re:

                  	
                    Lehman
                      Mortgage Trust 
                      Mortgage
                        Pass-Through Certificates

                      Series
                        2006-9                                
                           

                    

                  


          

           

          _______________________
            (the “Transferor”) has reviewed the attached affidavit of
            _____________________________ (the “Transferee”), and has no actual knowledge
            that such affidavit is not true and has no reason to believe that the
            information contained in paragraph 7 thereof is not true, and has no
            reason to
            believe that the Transferee has the intention to impede the assessment
            or
            collection of any federal, state or local taxes legally required to be
            paid with
            respect to a Residual Certificate. In addition, the Transferor has conducted
            a
            reasonable investigation at the time of the transfer and found that the
            Transferee had historically paid its debts as they came due and found
            no
            significant evidence to indicate that the Transferee will not continue
            to pay
            its debts as they become due.

           

          Very
            truly yours,

           

           

          ____________________________

          Name:

          Title:

           

          
            
              
              

            

            
              D-2-1

              
                

              

            

            
              
              

            

          


          EXHIBIT
            E

           

          LIST
            OF
            SERVICING AGREEMENT(S)

           

           

          (a)  Servicing
            Agreement dated as of December 1, 2006, among Aurora Loan Services LLC,
            as
            Master Servicer and Servicer, and Lehman Brothers Holdings Inc., as Seller,
            as
            acknowledged by Wells Fargo Bank, N.A., as Trustee.

           

          (b)  Reconstituted
            Servicing Agreement dated as of December 1, 2006, by and among IndyMac
            Bank,
            F.S.B., as servicer, Lehman Brothers Holdings Inc., as Seller, and Aurora
            Loan
            Services LLC, as Master Servicer, and acknowledged by Wells Fargo Bank,
            N.A., as
            Trustee.

           

          (c)  Reconstituted
            Servicing Agreement dated as of December 1, 2006, by and among Countrywide
            Home
            Loans Servicing LP, as servicer, Countrywide Home Loans, Inc., Lehman
            Brothers
            Holdings Inc., as Seller, and Aurora Loan Services LLC, as Master Servicer,
            and
            acknowledged by Wells Fargo Bank, N.A., as Trustee.

           

          (d)  Correspondent
            Servicing Agreement dated as of June 26, 2002 and amended as of October
            27,
            2006, by and among Colonial Savings, F.A., as servicer (the "Servicer"),
            the
            Master Servicer and Lehman Brothers Bank, FSB, as supplemented by a Transfer
            Notice dated December 1, 2006, between the Servicer and Lehman Brothers
            Holdings
            Inc.

           

          
            
              
              

            

            
              E-1

              
                

              

            

            
              
              

            

          


          EXHIBIT
            F

           

          FORM
            OF
            RULE 144A TRANSFER CERTIFICATE

          
             

            
              	 	
                      Re:

                    	
                      Lehman
                        Mortgage Trust 
                        Mortgage
                          Pass-Through Certificates

                        Series
                          2006-9                                
                             

                      

                    


            

          

           

          Reference
            is hereby made to the Trust
            Agreement dated as of December 1, 2006, (the “Trust Agreement”), among
            Structured Asset Securities Corporation, as Depositor, Aurora Loan Services
            LLC,
            as Master Servicer, and Wells Fargo Bank, N.A., as Trustee.
            Capitalized terms used but not defined herein shall have the meanings
            given to
            them in the Trust Agreement.

           

          This
            letter relates to $_________ initial Certificate Principal Amount of
            Class
    
            Certificates
            which are held in the form of Definitive Certificates registered in the
            name of
                                
            (the
“Transferor”). The Transferor has requested a transfer of such Definitive
            Certificates for Definitive Certificates of such Class registered in
            the name of
            [insert name of transferee].

           

          In
            connection with such request, and in respect of such Certificates, the
            Transferor hereby certifies that such Certificates are being transferred
            in
            accordance with (i) the transfer restrictions set forth in the Trust
            Agreement
            and the Certificates and (ii) Rule 144A under the 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 Certificate Registrar, the Placement Agent and the
            Depositor.

          
            
               

              __________________________________

              [Name
                of
                Transferor]

               

              By:_______________________________

                   
                Name:

                   
                Title:



          

          Dated:
            __________________, ________

           

          
            
              
              

            

            
              F-1

              
                

              

            

            
              
              

            

          


          EXHIBIT
            G

           

          FORM
            OF
            PURCHASER’S LETTER FOR

          INSTITUTIONAL
            ACCREDITED INVESTOR

           

          __________________

          Date

           

          Dear
            Sirs:

           

          In
            connection with our proposed purchase of $______________ principal amount
            of
            Mortgage Pass-Through Certificates, Series 2006-9 (the “Privately Offered
            Certificates”) of Structured Asset Securities Corporation (the “Depositor”)
            which are held in the form of Definitive Certificates, we confirm
            that:

           

          	(1)  	
                  We
                    understand that the Privately Offered Certificates have not been,
                    and will
                    not be, registered under the Securities Act of 1933, as amended
                    (the
                    “Securities Act”), and may not be sold except as permitted in the
                    following sentence. We agree, on our own behalf and on behalf
                    of any
                    accounts for which we are acting as hereinafter stated, that
                    if we should
                    sell any Privately Offered Certificates within two years of the
                    later of
                    the date of original issuance of the Privately Offered Certificates
                    or the
                    last day on which such Privately Offered Certificates are owned
                    by the
                    Depositor or any affiliate of the Depositor (which includes the
                    Placement
                    Agent) we will do so only (A) to the Depositor, (B) to “qualified
                    institutional buyers” (within the meaning of Rule 144A under the
                    Securities Act) in accordance with Rule 144A under the Securities
                    Act
                    (“QIBs”), (C) pursuant to the exemption from registration provided by
                    Rule
                    144 under the Securities Act, or (D) to an institutional “accredited
                    investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) of
                    Regulation D under the Securities Act that is not a QIB (an “Institutional
                    Accredited Investor”) which, prior to such transfer, delivers to the
                    Trustee under the Trust
                    Agreement dated as of December 1, 2006, (the “Trust Agreement”), among
                    Structured Asset Securities Corporation, as Depositor, Aurora
                    Loan
                    Services LLC, as Master Servicer, and Wells Fargo Bank, N.A.,
                    as
                    Trustee,
                    a
                    signed letter in the form of this letter; and we further agree,
                    in the
                    capacities stated above, to provide to any person purchasing
                    any of the
                    Privately Offered Certificates from us a notice advising such
                    purchaser
                    that resales of the Privately Offered Certificates are restricted
                    as
                    stated herein.

                


           

          	(2)  	
                  We
                    understand that, in connection with any proposed resale of any
                    Privately
                    Offered Certificates to an Institutional Accredited Investor,
                    we will be
                    required to furnish to the Certificate Registrar and the Depositor
                    a
                    certification from such transferee in the form hereof to confirm
                    that the
                    proposed sale is being made pursuant to an exemption from, or
                    in a
                    transaction not subject to, the registration requirements of
                    the
                    Securities Act. We further understand that the Privately Offered
                    Certificates purchased by us will bear a legend to the foregoing
                    effect.

                


           

          
            
              
              

            

            
              G-1

              
                

              

            

            
              
              

            

          

           

          	(3)  	
                  We
                    are acquiring the Privately Offered Certificates for investment
                    purposes
                    and not with a view to, or for offer or sale in connection with,
                    any
                    distribution in violation of the Securities Act. We have such
                    knowledge
                    and experience in financial and business matters as to be capable
                    of
                    evaluating the merits and risks of our investment in the Privately
                    Offered
                    Certificates, and we and any account for which we are acting
                    are each able
                    to bear the economic risk of such
                    investment.

                


           

          	(4)  	
                  We
                    are an Institutional Accredited Investor and we are acquiring
                    the
                    Privately Offered Certificates purchased by us for our own account
                    or for
                    one or more accounts (each of which is an Institutional Accredited
                    Investor) as to each of which we exercise sole investment
                    discretion.

                


           

          	(5)  	
                  We
                    have received such information as we deem necessary in order
                    to make our
                    investment decision.

                


           

          	(6)  	
                  If
                    we are acquiring ERISA-Restricted Certificates, we understand
                    that in
                    accordance with ERISA, the Code and the Exemption, no Plan and
                    no person
                    acting on behalf of such a Plan may acquire such Certificate
                    except in
                    accordance with Section 3.03(d) of the Trust
                    Agreement.

                


           

          Terms
            used in this letter which are not otherwise defined herein have the respective
            meanings assigned thereto in the Trust Agreement.

           

          
            
              
              

            

            
              G-2

              
                

              

            

            
              
              

            

          


          The
            Certificate Registrar and the Depositor are entitled to rely upon this
            letter
            and are irrevocably authorized to produce this letter or a copy hereof
            to any
            interested party in any administrative or legal proceeding or official
            inquiry
            with respect to the matters covered hereby.

           

          Very
            truly yours,

          
            
               

              __________________________________

              [Purchaser]

               

              By:_______________________________

                   
                Name:

                   
                Title:

              
                
                  
                  

                

                
                  G-3

                  
                    

                  

                

                
                  
                  

                

                 

              

            

          

          EXHIBIT
            H

           

          FORM
            OF
            ERISA TRANSFER AFFIDAVIT

          
             

            
              	STATE
                      OF 	)
	 	)
                      ss.:
	COUNTY
                      OF NEW YORK	)


            

             

          

          The
            undersigned, being first duly sworn, deposes and says as follows:

           

          1.  The
            undersigned is the ______________________ of (the “Investor”), a [corporation
            duly organized] and existing under the laws of __________, on behalf
            of which he
            makes this affidavit.

           

          2.  The
            Investor 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; (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 Certificate
            Registrar an opinion of counsel satisfactory to the Certificate Registrar,
            and
            upon which the Trustee, the Certificate Registrar, the Master Servicer
            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 Depositor, the Certificate Registrar or the
            Master
            Servicer to any obligation in addition to those undertaken by such entities
            in
            the Trust Agreement, which opinion of counsel shall not be an expense
            of the
            Trust Fund or any of the above parties.

           

          3.  In
            the
            case of an ERISA-Restricted Trust Certificate prior to the termination
            of any
            related Cap Agreement, either (i) the Investor is neither a Plan nor
            a person
            acting on behalf of any such Plan or using the assets of any such Plan
            to effect
            such transfer or (ii) the acquisition and holding of the ERISA-Restricted
            Trust
            Certificate are eligible for exemptive relief under PTCE 84-14, PTCE
            90-1, PTCE
            91-38, PTCE 95-60, PTCE 96-23 or the statutory exemption for non-fiduciary
            service providers under Section 408(b)(17) of ERISA.

           

          4.  The
            Investor hereby acknowledges that under the terms of the
            Trust Agreement dated as of December 1, 2006, (the “Agreement”), among
            Structured Asset Securities Corporation, as Depositor, Aurora Loan Services
            LLC,
            as Master Servicer, and Wells Fargo Bank, N.A., as Trustee,
            no
            transfer of the ERISA-Restricted Certificates shall be permitted to be
            made to
            any person unless the Depositor and Certificate Registrar have 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 	)
                    


          

           

          Personally
            appeared before me the above-named ___________________, known or proved
            to me to
            be the same person who executed the foregoing instrument and to be the
            _________________ of the Investor, and acknowledged that he executed
            the same as
            his free act and deed and the free act and deed of the Investor.

           

          Subscribed
            and sworn before me this _____ day of ___________ 20___.

           

          
            __________________________________

            NOTARY
              PUBLIC

             

            My
              commission expires the

            ____
              day
              of __________, 20__.

          

           

          
            
              
              

            

            
              H-2

              
                

              

            

            
              
              

            

          

          
          

          EXHIBIT
            I

           

          TRANSACTION
            PARTIES

           

          Sponsor
            and Seller: Lehman Brothers Holdings Inc.

          


          Depositor:
            Structured Asset Securities Corporation

          


          Trustee:
            Wells
            Fargo Bank, N.A

          


          Master
            Servicer: Aurora Loan Services, LLC

          


          Servicer(s):
            Aurora Loan Services LLC, IndyMac Bank, F.S.B., Colonial Savings, F.A.
            and
            Countrywide Home Loans Servicing LP 

           

          Primary
            Originator(s): Countrywide Home Loans, Inc., IndyMac Bank, F.S.B. and
            Lehman
            Brothers Bank, F.S.B. 

          


          Custodians:
            LaSalle Bank National Association, U.S. Bank National Association and
            Deutsche
            Bank National Trust Company

           

          
            
              
              

            

            
              I-1

              
                

              

            

            
              
              

            

          

           

          EXHIBIT
            J

           

          CLASS
            1-A2 AND CLASS 1-A5 CAP AGREEMENTS

           

           

          
            
              
              

            

            
              J-1

              
                

              

            

            
              
              

            

          

          
EXHIBIT
            K

           

          CUSTODIAL
            AGREEMENTS

           

          


           

          
            
              
              

            

            
              K-1

              
                

              

            

            
              
              

            

          

           

          EXHIBIT
            L-1

          


          
            	 
	
                    ADDITIONAL
                      FORM 10-D DISCLOSURE

                  
	
                    Item
                      on Form 10-D

                  	
                    Party
                      Responsible 

                  
	
                    Item
                      1: Distribution and Pool Performance Information

                     

                  	 
	
                    Information
                      included in the Distribution Date Statement

                  	
                    Servicer(1)

                    Master
                      Servicer

                    Trustee

                  
	
                    Any
                      information required by 1121 which is NOT included on the Distribution
                      Date Statement

                  	
                    Depositor

                  
	
                    Item
                      2: Legal Proceedings

                     

                    Any
                      legal proceeding pending against the following entities or
                      their
                      respective property, that is material to Certificateholders,
                      including any
                      proceedings known to be contemplated by governmental
                      authorities:

                  	 
	
                    ▪
                      Issuing Entity (Trust Fund)

                  	
                    Trustee,
                      Master Servicer and Depositor

                  
	
                    ▪
                      Sponsor (Seller)

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

                  
	
                    ▪
                      Depositor

                  	
                    Depositor

                  
	
                    ▪
                      Trustee

                  	
                    Trustee

                  
	
                    ▪
                      Master Servicer

                  	
                    Master
                      Servicer

                  
	
                    ▪
                      Custodian

                  	
                    Custodian(2)

                  
	
                    ▪
                      1110(b) Originator

                  	
                    Depositor

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

                  	
                    Servicer(1)

                  
	
                    ▪
                      Any other party contemplated by 1100(d)(1)

                  	
                    Depositor

                  
	
                    Item
                      3: Sale of Securities and Use of Proceeds

                    Information
                      from Item 2(a) of Part II of Form 10-Q:

                     

                    With
                      respect to any sale of securities by the sponsor, depositor
                      or issuing
                      entity, that are backed by the same asset pool or are otherwise
                      issued by
                      the issuing entity, whether or not registered, provide the
                      sales and use
                      of proceeds information in Item 701 of Regulation S-K. Pricing
                      information
                      can be omitted if securities were not registered.

                  	
                    Depositor

                  


          

           

          
            
              
              

            

            
              L-1-1

              
                

              

            

            
              
              

            

          

           

          
            	 
	
                    ADDITIONAL
                      FORM 10-D DISCLOSURE

                  
	
                    Item
                      on Form 10-D

                  	
                    Party
                      Responsible 

                  


          

          
            	
                    Item
                      4: Defaults Upon Senior Securities

                     

                    Information
                      from Item 3 of Part II of Form 10-Q:

                     

                    Report
                      the occurrence of any Event of Default (after expiration of
                      any grace
                      period and provision of any required notice)

                  	
                    Trustee

                  
	
                    Item
                      5: Submission of Matters to a Vote of Security
                      Holders

                     

                    Information
                      from Item 4 of Part II of Form 10-Q

                  	
                    Trustee

                  
	
                    Item
                      6: Significant Obligors of Pool Assets

                     

                    Item
                      1112(b) - Significant
                      Obligor Financial Information*

                  	
                    Depositor

                  
	
                    *This
                      information need only be reported on the Form 10-D for the
                      distribution
                      period in which updated information is required pursuant to
                      the
                      Item.

                  	 
	
                    Item
                      7: Significant Enhancement Provider Information

                     

                    Item
                      1114(b)(2) - Credit Enhancement Provider Financial
                      Information*

                  	 
	
                    ▪
                      Determining applicable disclosure threshold

                  	
                    Depositor

                  
	
                    ▪
                      Requesting required financial information (including any required
                      accountants’ consent to the use thereof) or effecting incorporation by
                      reference

                  	
                    Depositor

                  
	
                    Item
                      1115(b) - Derivative Counterparty Financial
                      Information*

                  	 
	
                    ▪
                      Determining current maximum probable exposure

                  	
                    Depositor

                  
	
                    ▪
                      Determining current significance percentage

                  	
                    Depositor

                  
	
                    ▪
                      Requesting required financial information (including any required
                      accountants’ consent to the use thereof) or effecting incorporation by
                      reference

                  	
                    Depositor

                  
	
                    *This
                      information need only be reported on the Form 10-D for the
                      distribution
                      period in which updated information is required pursuant to
                      the
                      Items.

                  	 
	
                    Item
                      8: Other Information

                     

                    Disclose
                      any information required to be reported on Form 8-K during
                      the period
                      covered by the Form 10-D but not reported

                  	
                    Any
                      party responsible for the applicable Form 8-K Disclosure
                      item

                  


          

           

          
            
              
              

            

            
              L-1-2

              
                

              

            

            
              
              

            

          

           

          	 
	
                  ADDITIONAL
                    FORM 10-D DISCLOSURE

                
	
                  Item
                    on Form 10-D

                	
                  Party
                    Responsible 

                


           

          
            	
                    Item
                      9: Exhibits

                  	 
	
                    Monthly
                      Statement to Certificateholders

                  	
                    Trustee

                  
	
                    Exhibits
                      required by Item 601 of Regulation S-K, such as material
                      agreements

                  	
                    Depositor

                  


          

          _______________________

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

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

          


          
            
              
              

            

            
              L-1-3

              
                

              

            

            
              
              

            

          


          EXHIBIT
            L-2

          


          
            	 
	
                    ADDITIONAL
                      FORM 10-K DISCLOSURE

                  
	
                    Item
                      on Form 10-K

                  	
                    Party
                      Responsible 

                  
	
                    Item
                      1B: Unresolved Staff Comments

                     

                  	
                    Depositor

                  
	
                    Item
                      9B: Other Information

                    Disclose
                      any information required to be reported on Form 8-K during
                      the fourth
                      quarter covered by the Form 10-K but not reported

                  	
                    Any
                      party responsible for disclosure items on Form 8-K

                  
	
                    Item
                      15: Exhibits, Financial Statement Schedules

                  	
                    Depositor

                  
	
                    Reg
                      AB Item 1112(b): Significant Obligors of Pool
                      Assets

                  	 
	
                    Significant
                      Obligor Financial Information*

                  	
                    Depositor

                  
	
                    *This
                      information need only be reported on the Form 10-D for the
                      distribution
                      period in which updated information is required pursuant to
                      the
                      Item.

                  	 
	
                    Reg
                      AB Item 1114(b)(2): Credit Enhancement Provider Financial
                      Information

                  	 
	
                    ▪
                      Determining applicable disclosure threshold

                  	
                    Depositor

                  
	
                    ▪
                      Requesting required financial information (including any required
                      accountants’ consent to the use thereof) or effecting incorporation by
                      reference

                  	
                    Depositor

                  
	
                    *This
                      information need only be reported on the Form 10-D for the
                      distribution
                      period in which updated information is required pursuant to
                      the
                      Items.

                  	 
	
                    Reg
                      AB Item 1115(b): Derivative Counterparty Financial
                      Information

                  	 
	
                    ▪
                      Determining current maximum probable exposure

                  	
                    Depositor

                  
	
                    ▪
                      Determining current significance percentage

                  	
                    Depositor

                  
	
                    ▪
                      Requesting required financial information (including any required
                      accountants’ consent to the use thereof) or effecting incorporation by
                      reference

                  	
                    Depositor

                  
	
                    *This
                      information need only be reported on the Form 10-D for the
                      distribution
                      period in which updated information is required pursuant to
                      the
                      Items.

                  	 


          

           

          
            
              
              

            

            
              L-2-1

              
                

              

            

            
              
              

            

          

           

          
            	 
	
                    ADDITIONAL
                      FORM 10-K DISCLOSURE

                  
	
                    Item
                      on Form 10-K

                  	
                    Party
                      Responsible 

                  


          

          
            	
                    Reg
                      AB Item 1117: Legal Proceedings

                     

                    Any
                      legal proceeding pending against the following entities or
                      their
                      respective property, that is material to Certificateholders,
                      including any
                      proceedings known to be contemplated by governmental
                      authorities:

                  	 
	
                    ▪
                      Issuing Entity (Trust Fund)

                  	
                    Trustee,
                      Master Servicer and Depositor

                  
	
                    ▪
                      Sponsor (Seller)

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

                  
	
                    ▪
                      Depositor

                  	
                    Depositor

                  
	
                    ▪
                      Trustee

                  	
                    Trustee

                  
	
                    ▪
                      Master Servicer

                  	
                    Master
                      Servicer

                  
	
                    ▪
                      Custodian

                  	
                    Custodian(1)

                  
	
                    ▪
                      1110(b) Originator

                  	
                    Depositor

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

                  	
                    Servicer(2)

                  
	
                    ▪
                      Any other party contemplated by 1100(d)(1)

                  	
                    Depositor

                  
	
                    Reg
                      AB Item 1119: Affiliations and Relationships

                  	 
	
                    Whether
                      (a) the Sponsor (Seller), Depositor or Issuing Entity is an
                      affiliate of
                      the following parties, and (b) to the extent known and material,
                      any of
                      the following parties are affiliated with one another:

                  	
                    Depositor
                      as to (a) 

                  
	
                    ▪
                      Master Servicer

                  	
                    Master
                      Servicer 

                  
	
                    ▪
                      Trustee

                  	
                    Trustee

                  
	
                    ▪
                      Any other 1108(a)(3) servicer

                  	
                    Servicer(2)

                  
	
                    ▪
                      Any 1110 Originator

                  	
                    Depositor

                  
	
                    ▪
                      Any 1112(b) Significant Obligor

                  	
                    Depositor

                  
	
                    ▪
                      Any 1114 Credit Enhancement Provider

                  	
                    Depositor

                  
	
                    ▪
                      Any 1115 Derivate Counterparty Provider

                  	
                    Depositor

                  
	
                    ▪
                      Any other 1101(d)(1) material party

                  	
                    Depositor

                  
	
                    Whether
                      there are any “outside the ordinary course business arrangements” other
                      than would be obtained in an arm’s length transaction between (a) the
                      Sponsor (Seller), Depositor or Issuing Entity on the one hand,
                      and (b) any
                      of the following parties (or their affiliates) on the other
                      hand, that
                      exist currently or within the past two years and that are material
                      to a
                      Certificateholder’s understanding of the Certificates:

                  	
                    Depositor
                      as to (a) 

                  
	
                    ▪
                      Master Servicer

                  	
                    Master
                      Servicer 

                  
	
                    ▪
                      Trustee

                  	
                    Depositor

                  
	
                    ▪
                      Any other 1108(a)(3) servicer

                  	
                    Servicer(2)

                  
	
                    ▪
                      Any 1110 Originator

                  	
                    Depositor

                  


          

           

          
            
              
              

            

            
              L-2-2

              
                

              

            

            
              
              

            

          

           

          
            	 
	
                    ADDITIONAL
                      FORM 10-K DISCLOSURE

                  
	
                    Item
                      on Form 10-K

                  	
                    Party
                      Responsible 

                  


          

          
            	
                    ▪
                      Any 1112(b) Significant Obligor

                  	
                    Depositor

                  
	
                    ▪
                      Any 1114 Credit Enhancement Provider

                  	
                    Depositor

                  
	
                    ▪
                      Any 1115 Derivate Counterparty Provider

                  	
                    Depositor

                  
	
                    ▪
                      Any other 1101(d)(1) material party

                  	
                    Depositor

                  
	
                    Whether
                      there are any specific relationships involving the transaction
                      or the pool
                      assets between (a) the Sponsor (Seller), Depositor or Issuing
                      Entity on
                      the one hand, and (b) any of the following parties (or their
                      affiliates)
                      on the other hand, that exist currently or within the past
                      two years and
                      that are material:

                  	
                    Depositor
                      as to (a) 

                  
	
                    ▪
                      Master Servicer

                  	
                    Master
                      Servicer 

                  
	
                    ▪
                      Trustee

                  	
                    Trustee

                  
	
                    ▪
                      Any other 1108(a)(3) servicer

                  	
                    Servicer(2)

                  
	
                    ▪
                      Any 1110 Originator

                  	
                    Depositor

                  
	
                    ▪
                      Any 1112(b) Significant Obligor

                  	
                    Depositor

                  
	
                    ▪
                      Any 1114 Credit Enhancement Provider

                  	
                    Depositor

                  
	
                    ▪
                      Any 1115 Derivate Counterparty Provider

                  	
                    Depositor

                  
	
                    ▪
                      Any other 1101(d)(1) material party

                  	
                    Depositor

                  


          

           

          (1) This
            information to be provided pursuant to the applicable Custodial
            Agreement.

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

          


          
            
              
              

            

            
              L-2-3

              
                

              

            

            
              
              

            

          


          EXHIBIT
            L-3

          


          
            	 
	
                    FORM
                      8-K DISCLOSURE INFORMATION

                  
	
                    Item
                      on Form 8-K

                  	
                    Party
                      Responsible 

                  
	
                    Item
                      1.01- Entry into a Material Definitive Agreement

                     

                    Disclosure
                      is required regarding entry into or amendment of any definitive
                      agreement
                      that is material to the securitization, even if depositor is
                      not a party.
                      

                     

                    Examples:
                      servicing agreement, custodial agreement.

                     

                    Note:
                      disclosure not required as to definitive agreements that are
                      fully
                      disclosed in the prospectus

                  	
                    All
                      parties (with respect to any agreement entered into by such
                      party)

                  
	
                    Item
                      1.02- Termination of a Material Definitive Agreement

                     

                    Disclosure
                      is required regarding termination of any definitive agreement
                      that is
                      material to the securitization (other than expiration in accordance
                      with
                      its terms), even if depositor is not a party. 

                     

                    Examples:
                      servicing agreement, custodial agreement.

                  	
                    All
                      parties (with respect to any agreement entered into by such
                      party)

                  
	
                    Item
                      1.03- Bankruptcy or Receivership

                     

                    Disclosure
                      is required regarding the bankruptcy or receivership, with
                      respect to any
                      of the following: 

                  	
                    Depositor

                  
	
                    ▪
                      Sponsor (Seller)

                  	
                    Depositor/Sponsor
                      (Seller)

                  
	
                    ▪
                      Depositor

                  	
                    Depositor

                  
	
                    ▪
                      Master Servicer

                  	
                    Master
                      Servicer

                  
	
                    ▪
                      Affiliated Servicer

                  	
                    Servicer(1)

                  
	
                    ▪
                      Other Servicer servicing 20% or more of the pool assets at
                      the time of the
                      report

                  	
                    Servicer(1)

                  
	
                    ▪
                      Other material servicers

                  	
                    Servicer(1)

                  
	
                    ▪
                      Trustee

                  	
                    Trustee

                  
	
                    ▪
                      Significant Obligor

                  	
                    Depositor

                  
	
                    ▪
                      Credit Enhancer (10% or more)

                  	
                    Depositor

                  
	
                    ▪
                      Derivative Counterparty

                  	
                    Depositor

                  
	
                    ▪
                      Custodian

                  	
                    Custodian(2)

                  


          

           

          
            
              
              

            

            
              L-3-1

              
                

              

            

            
              
              

            

          

           

          
            	 
	
                    FORM
                      8-K DISCLOSURE INFORMATION

                  
	
                    Item
                      on Form 8-K

                  	
                    Party
                      Responsible 

                  


          

          
            	
                    Item
                      2.04- Triggering Events that Accelerate or Increase a Direct
                      Financial
                      Obligation or an Obligation under an Off-Balance Sheet
                      Arrangement

                     

                    Includes
                      an early amortization, performance trigger or other event,
                      including event
                      of default, that would materially alter the payment priority/distribution
                      of cash flows/amortization schedule.

                     

                    Disclosure
                      will be made of events other than waterfall triggers which
                      are disclosed
                      in the monthly statements to the certificateholders.

                  	
                    Depositor

                    Master
                      Servicer

                    Trustee

                    Depositor

                  
	
                    Item
                      3.03- Material Modification to Rights of Security
                      Holders

                     

                    Disclosure
                      is required of any material modification to documents defining
                      the rights
                      of Certificateholders, including the Trust Agreement.

                  	
                    Trustee
                      and Depositor

                  
	
                    Item
                      5.03- Amendments of Articles of Incorporation or Bylaws; Change
                      of Fiscal
                      Year

                    Disclosure
                      is required of any amendment “to the governing documents of the issuing
                      entity”.

                  	
                    Depositor

                  
	
                    Item
                      6.01- ABS Informational and Computational
                      Material

                  	
                    Depositor

                  
	
                    Item
                      6.02- Change of Servicer or Trustee

                     

                    Requires
                      disclosure of any removal, replacement, substitution or addition
                      of any
                      master servicer, affiliated servicer, other servicer servicing
                      10% or more
                      of pool assets at time of report, other material servicers
                      or
                      trustee.

                  	
                    Master
                      Servicer/Depositor/

                    Servicer(1)/Trustee
                      (as to itself and the Master Servicer)

                  
	
                    Reg
                      AB disclosure about any new servicer or master servicer is
                      also
                      required.

                  	
                    Servicer(1)/Master
                      Servicer/Depositor

                  
	
                    Reg
                      AB disclosure about any new Trustee is also required.

                  	
                    Successor
                      Trustee

                  
	
                    Item
                      6.03- Change in Credit Enhancement or External
                      Support

                    Covers
                      termination of any enhancement in manner other than by its
                      terms, the
                      addition of an enhancement, or a material change in the enhancement
                      provided. Applies to external credit enhancements as well as
                      derivatives.
                      

                  	
                    Depositor/Trustee

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

                  	
                    Depositor

                  


          

           

          
            
              
              

            

            
              L-3-2

              
                

              

            

            
              
              

            

          

           

          
            	 
	
                    FORM
                      8-K DISCLOSURE INFORMATION

                  
	
                    Item
                      on Form 8-K

                  	
                    Party
                      Responsible 

                  


          

          
            	
                    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

                  


          

           

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

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

          


          
            
              
              

            

            
              L-3-3

              
                

              

            

            
              
              

            

          

           

          EXHIBIT
            L-4

           

          ADDITIONAL
            DISCLOSURE NOTIFICATION

          


          Wells
            Fargo Bank, N.A., as Trustee

          9062
            Old
            Annapolis Road

          Columbia,
            Maryland 21045

          Attn:
            Corporate Trust Services - LMT 2006-9 - SEC Report Processing 

          


          RE:
            **Additional Form [10-D][10-K][8-K] Disclosure** Required

          


          


          Ladies
            and Gentlemen:

           

          In
            accordance with Section [ ] of the Trust Agreement, dated as of December
            1, 2006,
            by and
            among Structured Asset Securities Corporation, as Depositor, Aurora Loan
            Services LLC, as Master Servicer, Wells Fargo Bank, N.A., as Trustee,
            the
            undersigned, as [ ], hereby notifies you that certain events have come
            to our
            attention that [will] [may] need to be disclosed on Form
            [10-D][10-K][8-K].

           

          Description
            of Additional Form [10-D][10-K][8-K] Disclosure:

           

          


           

          


           

          


           

          List
            of any Attachments hereto to be included in the Additional Form
            [10-D][10-K][8-K] Disclosure:

           

          


           

          


           

          


           

          Any
            inquiries related to this notification should be directed to
            [               
 ], phone number:
            [                 
]; email address:
            [             
]. 

           

          [NAME
            OF
            PARTY],

          as
            [role]

           

          By:
            __________________________ 

          Name:

          Title:

           

          
            
              
              

            

            
              L-4-1

              
                

              

            

            
              
              

            

          


          
            	cc:	
                    Structured
                      Asset Securities Corporation 
                      745
                        Seventh Avenue, 7th Floor

                      New
                        York, New York 10019

                      Attention:
                        Mortgage Finance, LMT 2006-9

                    

                  


          

           

          


          
            
              
              

            

            
              L-4-2

              
                

              

            

            
              
              

            

          

           

          EXHIBIT
            M

           

          MONTHLY
            ELECTRONIC DATA TRANSMISSION

           

          
            
              
              

            

            
              M-1

              
                

              

            

            
              
              

            

          


          EXHIBIT
            N-1

           

          FORM
            OF TRANSFER CERTIFICATE FOR TRANSFER 

          FROM
            RESTRICTED GLOBAL SECURITY TO REGULATION S 

          GLOBAL
            SECURITY PURSUANT TO SECTION 3.03(h)(B)

          


           

          
            	 	
                    Re:

                  	
                    Lehman
                      Mortgage Loan Trust,

                    Mortgage
                      Pass-Through Certificates, Series
                      2006-9

                  


          

           

          Reference
            is hereby made to the Trust
            Agreement dated as of December 1, 2006, (the “Agreement”), among Structured
            Asset Securities Corporation, as Depositor, Aurora Loan Services LLC,
            as Master
            Servicer, and Wells Fargo Bank, N.A., as Trustee.
            Capitalized terms used but not defined herein shall have the meanings
            given to
            them in the Agreement.

           

          This
            letter relates to U.S. $                            
            aggregate
            principal amount of Securities which are held in the form of a Restricted
            Global
            Security with DTC in the name of [name of transferor]                                                       
            (the
“Transferor”) to effect the transfer of the Securities in exchange for an
            equivalent beneficial interest in a Regulation S Global Security.

           

          In
            connection with such request, the Transferor does hereby certify that
            such
            transfer has been effected in accordance with the transfer restrictions
            set
            forth in the Agreement and the Securities and in accordance with Rule
            904 of
            Regulation S, and that:

           

          a. the
            offer
            of the Securities was not made to a person in the United States; 

           

          b. at
            the
            time the buy order was originated, the transferee was outside the United
            States
            or the Transferor and any person acting on its behalf reasonably believed
            that
            the transferee was outside the United States;

           

          c. no
            directed selling efforts have been made in contravention of the requirements
            of
            Rule 903 or 904 of Regulation S, as applicable;

           

          d. the
            transaction is not part of a plan or scheme to evade the registration
            requirements of the United States Securities Act of 1933, as amended;
            and

           

          e.
            the
            transferee is not a U.S. person (as
            defined in Regulation S).

           

          The
            Certificate Registrar is entitled to rely upon this letter and is irrevocably
            authorized to produce this letter or a copy hereof to any interested
            party in
            any administrative or legal proceedings or official inquiry with respect
            to the
            matters covered hereby. Terms used in this certificate have the meanings
            set
            forth in Regulation S.

           

          
            
              
              

            

            
              N-1-1

              
                

              

            

            
              
              

            

          

          
             

             

            
              
                __________________________________

                [Name
                  of
                  Transferor]

                 

                By:_______________________________

                     
                  Name:

                     
                  Title:



            

          

          Date:                                   ,
                  

          


          
            
              
              

            

            
              N-1-2

              
                

              

            

            
              
              

            

          


          EXHIBIT
            N-2

           

          FORM
            OF TRANSFER CERTIFICATE FOR TRANSFER 

          FROM
            REGULATION S GLOBAL SECURITY TO 

          RESTRICTED
            GLOBAL SECURITY PURSUANT TO SECTION 3.03(h)(C)

           

          Re: Lehman
            Mortgage Trust Mortgage Pass-Through Certificates, Series
            2006-9

           

          Reference
            is hereby made to the Trust
            Agreement dated as of December 1, 2006, (the “Agreement”), among Structured
            Asset Securities Corporation, as Depositor, Aurora Loan Services LLC,
            as Master
            Servicer, and Wells Fargo Bank, N.A., as Trustee.
            Capitalized terms used but not defined herein shall have the meanings
            given to
            them in the Agreement.

           

          This
            letter relates to U.S. $                            
            aggregate
            principal amount of Securities which are held in the form of a Regulations
            S
            Global Security in the name of [name of transferor]                                                       
            (the
            “Transferor”) to effect the transfer of the Securities in exchange for an
            equivalent beneficial interest in a Restricted Global Security.

           

          In
            connection with such request, and in respect of such Securities, the
            Transferor
            does hereby certify that such Securities are being transferred in accordance
            with (i) the transfer restrictions set forth in the Agreement and the
            Securities
            and (ii) Rule 144A under the United States Securities Act of 1933, as
            amended,
            to a transferee that the Transferor reasonably believes is purchasing
            the
            Securities for its own account or an account with respect to which the
            transferee exercises sole investment discretion, the transferee and any
            such
            account is a qualified institutional buyer within the meaning of Rule
            144A, in a
            transaction meeting the requirements of Rule 144A and in accordance with
            any
            applicable securities laws of any state of the United States or any other
            jurisdiction.

           

          The
            Certificate Registrar is entitled to rely upon this letter and is irrevocably
            authorized to produce this letter or a copy hereof to any interested
            party in
            any administrative or legal proceedings or official inquiry with respect
            to the
            matters covered hereby.

           

          
             

            
              
                __________________________________

                [Name
                  of
                  Transferor]

                 

                By:_______________________________

                     
                  Name:

                     
                  Title:



            

            Date:                                   ,
                    

          

          


          
            
              
              

            

            
              N-2-1

              
                

              

            

            
              
              

            

          


          EXHIBIT
            O

           

          SENIOR
            PRINCIPAL PRIORITIES

           

          To
            the
            Senior Certificates related to a Collateral Group (other than any related
            Interest-Only Certificates), to the extent of the remaining Available
            Distribution Amount for the related Collateral Group, in reduction of
            their
            Class Principal Amounts, concurrently, as follows:

           

          (i)  to
            the
            Class AP Certificates, from the Available Distribution Amount for Collateral
            Group P, in an amount up to the AP Principal Distribution Amount, until
            the
            Class Principal Amount thereof has been reduced to zero;

           

          (ii)  to
            the
            Class 1-A1, Class 1-A2, Class 1-A3, Class 1-A4, Class 1-A5, Class 1-A9,
            Class
            1-A10, Class 1-A11, Class 1-A12, Class 1-A13, Class 1-A14, Class 1-A15,
            Class
            1-A16, Class 1-A17, Class 1-A18, Class 1-A19, Class 1-A20, Class 1-A21,
            Class
            1-A22, Class 1-A23, Class 1-A24, Class 1-A25, Class 1-A26, Class 1-A27
            and Class
            1-A28 Certificates, from the Available Distribution Amount for Collateral
            Group
            1, in an amount up to the Senior Principal Distribution Amount for Collateral
            Group 1, as follows: 

           

          (A)  34.2307310368%
            of the amount distributable pursuant to clause 3(b) above, to the Class
            1-A2,
            Class 1-A4, Class 1-A10, Class 1-A21, Class 1-A22, Class 1-A23 and Class
            1-A24
            Certificates, in the following order of priority: 

           

          (1)  on
            each
            Distribution Date occurring in or after January 2012, to the Class 1-A4
            Certificates, the Group 1 Priority Amount for such Distribution Date,
            until the
            Class Principal Amount thereof has been reduced to zero;

           

          (2)  the
            lesser of (x) the amount remaining after distributions pursuant to clause
            (3)(b)(i)(A) above and (y) $1,000, to the Class 1-A2 Certificates, until
            the
            Class Principal Amount thereof has been reduced to zero; 

           

          (3)  on
            each
            Distribution Date occurring in or after January 2008, the lesser of (x)
            the
            amount remaining after distributions pursuant to clause (3)(b)(i)(B)
            above and
            (y) $297,000, to the Class 1-A21, Class 1-A22, Class 1-A23 and Class
            1-A24
            Certificates, sequentially, in the following order of priority:

           

          	(I)  	
                  pro
                    rata,
                    to the Class 1-A21 and Class 1-A22 Certificates, based on their
                    respective
                    Class Principal Amounts, until the Class Principal Amount of
                    each such
                    Class has been reduced to zero; and

                


           

          
            
              
              

            

            
              O-1

              
                

              

            

            
              
              

            

          

           

          	(II)  	
                  pro
                    rata,
                    to the Class 1-A23 and Class 1-A24 Certificates, based on their
                    respective
                    Class Principal Amounts, until the Class Principal Amount of
                    each such
                    Class has been reduced to zero; 

                


           

          (4)  to
            the
            Class 1-A2 Certificates, until the Class Principal Amount thereof has
            been
            reduced to zero; 

           

          (5)  to
            the
            Class 1-A21, Class 1-A22, Class 1-A23 and Class 1-A24 Certificates,
            sequentially, in the following order of priority:

           

          	(I)  	
                  pro
                    rata,
                    to the Class 1-A21 and Class 1-A22 Certificates, based on their
                    respective
                    Class Principal Amounts, until the Class Principal Amount of
                    each such
                    Class has been reduced to zero; and

                


           

          	(II)  	
                  pro
                    rata,
                    to the Class 1-A23 and Class 1-A24 Certificates, based on their
                    respective
                    Class Principal Amounts, until the Class Principal Amount of
                    each such
                    Class has been reduced to zero; 

                


           

          (6)  to
            the
            Class 1-A10 Certificates, until the Class Principal Amount thereof has
            been
            reduced to zero; and

           

          (7)  to
            the
            Class 1-A4 Certificates without regard to the Group 1 Priority Amount,
            until the
            Class Principal Amount thereof has been reduced to zero; and

           

          (B)  63.9007792778%
            of the amount distributable pursuant to clause 3(b) above, to the Class
            1-A1,
            Class 1-A3, Class 1-A5, Class 1-A12, Class 1-A13, Class 1-A14 and Class
            1-A15
            Certificates, in the following order of priority:

           

          (1)  to
            the
            Class 1-A1, Class 1-A3, Class 1-A14 and Class 1-A15 Certificates, sequentially,
            in the following order of priority:

           

          	(I)  	
                  pro
                    rata,
                    to the Class 1-A1 and Class 1-A14 Certificates, based on their
                    respective
                    Class Principal Amounts, until the Class Principal Amount of
                    each such
                    Class has been reduced to zero, up to the amounts necessary to
                    reduce the
                    aggregate Class Principal Amounts of the Class 1-A1, Class 1-A3,
                    Class
                    1-A14 and Class 1-A15 Certificates to the related PAC Principal
                    Amount for
                    such Distribution Date; and

                


           

          
            
              
              

            

            
              O-2

              
                

              

            

            
              
              

            

          

           

          	(II)  	
                  pro
                    rata,
                    to the Class 1-A3 and Class 1-A15 Certificates, based on their
                    respective
                    Class Principal Amounts, until the Class Principal Amount of
                    each such
                    Class has been reduced to zero, up to the amounts necessary to
                    reduce the
                    aggregate Class Principal Amounts of the Class 1-A1, Class 1-A3,
                    Class
                    1-A14 and Class 1-A15 Certificates to the related PAC Principal
                    Amount for
                    such Distribution Date;

                


           

          (2)  to
            the
            Class 1-A5 and Class 1-A12 Certificates, sequentially, in the following
            order of
            priority: 

           

          	(I)  	
                  to
                    the Class 1-A5 Certificates, up to the amount necessary to reduce
                    their
                    Class Principal Amount to the TAC Principal Amount for such Distribution
                    Date;

                


           

          	(II)  	
                  to
                    the Class 1-A12 Certificates, until their Class Principal Amount
                    has been
                    reduced to zero; and 

                


           

          	(III)  	
                  to
                    the Class 1-A5 Certificates (without regard to their TAC Principal
                    Amount
                    Schedule), until the Class Principal Amount of such Class has
                    been reduced
                    to zero; 

                


           

          (3)  to
            the
            Class 1-A13 Certificates, until the Class Principal Amount thereof has
            been
            reduced to zero; and

           

          (4)  sequentially,
            in the following order of priority:

           

          	(I)  	
                  pro
                    rata,
                    to the Class 1-A1 and Class 1-A14 Certificates, based on their
                    respective
                    Class Principal Amounts (without regard to their PAC Principal
                    Amount
                    Schedule), until the Class Principal Amount of each such Class
                    has been
                    reduced to zero; and

                


           

          	(II)  	
                  pro
                    rata,
                    to the Class 1-A3 and Class 1-A15 Certificates, based on their
                    respective
                    Class Principal Amounts (without regard to their PAC Principal
                    Amount
                    Schedule), until the Class Principal Amount of each such Class
                    has been
                    reduced to zero;

                


           

          
            
              
              

            

            
              O-3

              
                

              

            

            
              
              

            

          

           

          (C)  1.8684896854%
            of the amount distributable pursuant to clause 3(b) above, to the Class
            1-A11
            Certificates, until the Class Principal Amount thereof has been reduced
            to
            zero;

           

          (iii)  pro
            rata,
            to the
            Class 2-A8 and Class 2-A9 Certificates, based on their respective Class
            Principal Amounts, from the Available Distribution Amount for Collateral
            Group
            2A, in an amount up to the Senior Principal Distribution Amount for Collateral
            Group 2A, until the Class Principal Amount of each such Class has been
            reduced
            to zero;

           

          (iv)  pro
            rata,
            to the
            Class 2-A6 and Class 2-A7 Certificates, based on their respective Class
            Principal Amounts, from the Available Distribution Amount for Collateral
            Group
            2B, in an amount up to the Senior Principal Distribution Amount for Collateral
            Group 2B, until the Class Principal Amount of each such Class has been
            reduced
            to zero;

           

          (v)  to
            the
            Class 2-A10, Class 2-A11 and Class R Certificates, from the Available
            Distribution Amount for Collateral Group 2C, in an amount up to the Senior
            Principal Distribution Amount for Collateral Group 2C, sequentially,
            in the
            following order of priority:

           

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

           

          (2)  pro
            rata,
            to the
            Class 2-A10 and Class 2-A11 Certificates, based on their respective Class
            Principal Amounts, until the Class Principal Amount of each such Class
            has been
            reduced to zero;

           

          (vi)  to
            the
            Class 3-A1 Certificates, from the Available Distribution Amount for Collateral
            Group 3, in an amount up to the Senior Principal Distribution Amount
            for
            Collateral Group 3, until the Class Principal Amount thereof has been
            reduced to
            zero.

           

          
            
              
              

            

            
              O-4

              
                

              

            

            
              
              

            

          

           

          EXHIBIT
            P

           

          FORM
            OF BACK-UP CERTIFICATION

           

          Structured
            Asset Securities Corporation

          745
            Seventh Avenue, 7th Floor

          New
            York,
            New York 10019

          Attention:
            Mortgage Finance, LMT 2006-9

          


          Aurora
            Loan Services LLC

          10350
            Park Meadows Drive

          Littleton,
            Colorado 80124

           

          
            	Re:	
                    Lehman
                      Mortgage Trust

                    Mortgage Pass-Through
                      Certificates, Series
                      2006-9

                  


          

           

          The
            Trustee hereby certifies to the Depositor and the Master Servicer, and
            their
            respective officers, directors and affiliates, and with the knowledge
            and intent
            that they will rely upon this certification, that:

           

          (1) I
            have
            reviewed the annual report on Form 10-K for the fiscal year [____] (the
“Annual
            Report”), and all reports on Form 10-D required to be filed in respect of period
            covered by the Annual Report (collectively with the Annual Report, the
            “Reports”), of the Trust;

           

          (2) To
            my
            knowledge, (a)
            the
            Reports, taken as a whole, do not contain any untrue statement of a material
            fact or omit to state a material fact necessary to make the statements
            made, in
            light of the circumstances under which such statements were made, not
            misleading
            with respect to the period covered by the Annual Report,
            and (b)
            the Trustee’s assessment of compliance and related attestation report referred
            to below, taken as a whole, do not contain any untrue statement of a
            material
            fact or omit to state a material fact necessary to make the statements
            made, in
            light of the circumstances under which such statements were made, not
            misleading
            with respect to the period covered by such assessment of compliance and
            attestation report;

           

          (3) To
            my
            knowledge, the distribution information required to be provided by the
            Trustee
            under the Trust Agreement for inclusion in the Reports is included in
            the
            Reports;

           

          (4) I
            am
            responsible for reviewing the activities performed by the Trustee under
            the
            Trust Agreement, and based on my knowledge and the compliance review
            conducted
            in preparing the assessment of compliance of the Trustee required by
            the Trust
            Agreement, and except as disclosed in the Reports, the Trustee has fulfilled
            its
            obligations under the Trust Agreement in all material respects; and

           

          (5) The
            report on assessment of compliance with servicing criteria applicable
            to the
            Trustee for asset-backed securities of the Trustee and each Subcontractor
            utilized by the Trustee and related attestation report on assessment
            of
            compliance with servicing criteria applicable to it required to be included
            in
            the Annual Report in accordance with Item 1122 of Regulation AB and Exchange
            Act
            Rules 13a-18 and 15d-18 has been included as an exhibit to the Annual
            Report.
            Any material instances of non-compliance are described in such report
            and have
            been disclosed in the Annual Report.

           

          
            
              
              

            

            
              P-1

              
                

              

            

            
              
              

            

          

           

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

           

          


          Date:
            _____________________________      

          


          


          Wells
            Fargo Bank, N.A., as Trustee

          


          


          


          _____________________________

          [Signature]

          [Title]

          


          
            
              
              

            

            
              P-2

              
                

              

            

            
              
              

            

          


          EXHIBIT
            Q

           

          FORM
            OF
            CERTIFICATION REGARDING SERVICING CRITERIA TO BE ADDRESSED IN REPORT
            ON
            ASSESSMENT OF COMPLIANCE

           

          


          
            	 	 	 	 	 
	
                    Reg
                      AB Reference

                  	
                    Servicing
                      Criteria

                  	
                    Paying
                      Agent

                    (including
                      the Trustee if acting as Paying Agent)

                  	
                    Master
                      Servicer

                  	
                    Trustee

                  
	 	
                    General Servicing
                       Considerations

                  	 	 	 
	
                    1122(d)(1)(i)

                  	
                    Policies
                      and procedures are instituted to monitor any performance or
                      other triggers
                      and events of default in accordance with the transaction
                      agreements.

                  	 	
                    X

                  	 
	
                    1122(d)(1)(ii)

                  	
                    If
                      any material servicing activities are outsourced to third parties,
                      policies and procedures are instituted to monitor the third
                      party’s
                      performance and compliance with such servicing activities.
                      

                  	 	 	 
	
                    1122(d)(1)(iii)

                  	
                    Any
                      requirements in the transaction agreements to maintain a back-up
                      servicer
                      for the pool assets are maintained. 

                  	
                     

                  	
                    X

                  	 
	
                    1122(d)(1)(iv)

                  	
                    A
                      fidelity bond and errors and omissions policy is in effect
                      on the party
                      participating in the servicing function throughout the reporting
                      period in
                      the amount of coverage required by and otherwise in accordance
                      with the
                      terms of the transaction agreements. 

                  	 	
                    X

                  	 
	 	
                    Cash Collection and Administration

                  	 	 	 
	
                    1122(d)(2)(i)

                  	
                    Payments
                      on pool assets are deposited into the appropriate custodial
                      bank accounts
                      and related bank clearing accounts no more than two business
                      days
                      following receipt, or such other number of days specified in
                      the
                      transaction agreements. 

                  	
                    X

                  	
                    X

                  	
                    X

                  
	
                    1122(d)(2)(ii)

                  	
                    Disbursements
                      made via wire transfer on behalf of an obligor or to an investor
                      are made
                      only by authorized personnel. 

                  	
                    X

                  	
                    X

                  	 
	
                    1122(d)(2)(iii)

                  	
                    Advances
                      of funds or guarantees regarding collections, cash flows or
                      distributions,
                      and any interest or other fees charged for such advances, are
                      made,
                      reviewed and approved as specified in the transaction agreements.
                      

                  	 	
                    X

                  	 


          

           

          
            
              
              

            

            
              Q-1

              
                

              

            

            
              
              

            

          

           

          
            	
                  	 	 	 	 
	
                    Reg
                      AB Reference

                  	
                    Servicing
                      Criteria

                  	
                    Paying
                      Agent

                    (including
                      the Trustee if acting as Paying Agent)

                  	
                    Master
                      Servicer

                  	
                    Trustee

                  


          

          
            	
                    1122(d)(2)(iv)

                  	
                    The
                      related accounts for the transaction, such as cash reserve
                      accounts or
                      accounts established as a form of over collateralization, are
                      separately
                      maintained (e.g., with respect to commingling of cash) as set
                      forth in the
                      transaction agreements. 

                  	
                    X

                  	
                    X

                  	
                    X

                  
	
                    1122(d)(2)(v)

                  	
                    Each
                      custodial account is maintained at a federally insured depository
                      institution as set forth in the transaction agreements. For
                      purposes of
                      this criterion, “federally insured depository institution” with respect to
                      a foreign financial institution means a foreign financial institution
                      that
                      meets the requirements of Rule 13k-1(b)(1) of the Securities
                      Exchange Act.
                      

                  	 	
                    X

                  	 
	
                    1122(d)(2)(vi)

                  	
                    Unissued
                      checks are safeguarded so as to prevent unauthorized access.
                      

                  	
                    X

                  	
                    X

                  	 
	
                    1122(d)(2)(vii)
                      

                  	
                    Reconciliations
                      are prepared on a monthly basis for all asset-backed securities
                      related
                      bank accounts, including custodial accounts and related bank
                      clearing
                      accounts. These reconciliations are (A) mathematically accurate;
                      (B)
                      prepared within 30 calendar days after the bank statement cutoff
                      date, or
                      such other number of days specified in the transaction agreements;
                      (C)
                      reviewed and approved by someone other than the person who
                      prepared the
                      reconciliation; and (D) contain explanations for reconciling
                      items. These
                      reconciling items are resolved within 90 calendar days of their
                      original
                      identification, or such other number of days specified in the
                      transaction
                      agreements. 

                  	
                    X

                  	
                    X

                  	 
	 	
                    Investor
                      Remittances and Reporting

                  	 	 	 
	
                    1122(d)(3)(i)

                  	
                    Reports
                      to investors, including those to be filed with the Commission,
                      are
                      maintained in accordance with the transaction agreements and
                      applicable
                      Commission requirements. Specifically, such reports (A) are
                      prepared in
                      accordance with timeframes and other terms set forth in the
                      transaction
                      agreements; (B) provide information calculated in accordance
                      with the
                      terms specified in the transaction agreements; (C) are filed
                      with the
                      Commission as required by its rules and regulations; and (D)
                      agree with
                      investors’ or the trustee’s records as to the total unpaid principal
                      balance and number of pool assets serviced by the Servicer.
                      

                  	 	
                    X

                  	
                    X

                  


          

           

          
            
              
              

            

            
              Q-2

              
                

              

            

            
              
              

            

          

           

          
            	
                  	 	 	 	 
	
                    Reg
                      AB Reference

                  	
                    Servicing
                      Criteria

                  	
                    Paying
                      Agent

                    (including
                      the Trustee if acting as Paying Agent)

                  	
                    Master
                      Servicer

                  	
                    Trustee

                  


          

          
            	
                    1122(d)(3)(ii)

                  	
                    Amounts
                      due to investors are allocated and remitted in accordance with
                      timeframes,
                      distribution priority and other terms set forth in the transaction
                      agreements. 

                  	
                    X

                  	
                    X

                  	
                    X

                  
	
                    1122(d)(3)(iii)

                  	
                    Disbursements
                      made to an investor are posted within two business days to
                      the Servicer’s
                      investor records, or such other number of days specified in
                      the
                      transaction agreements. 

                  	
                    X

                  	
                     X

                  	 
	
                    1122(d)(3)(iv)

                  	
                    Amounts
                      remitted to investors per the investor reports agree with cancelled
                      checks, or other form of payment, or custodial bank statements.
                      

                  	
                    X

                  	
                    X

                  	 
	 	
                    Pool
                      Asset Administration

                  	 	 	 
	
                    1122(d)(4)(i)
                      

                  	
                    Collateral
                      or security on pool assets is maintained as required by the
                      transaction
                      agreements or related pool asset documents. 

                  	
                     

                  	 	 
	
                    1122(d)(4)(ii)

                  	
                    Pool
                      assets and related documents are safeguarded as required by
                      the
                      transaction agreements 

                  	
                     

                  	 	 
	
                    1122(d)(4)(iii)

                  	
                    Any
                      additions, removals or substitutions to the asset pool are
                      made, reviewed
                      and approved in accordance with any conditions or requirements
                      in the
                      transaction agreements. 

                  	
                     

                  	 	
                     

                  
	
                    1122(d)(4)(iv)

                  	
                    Payments
                      on pool assets, including any payoffs, made in accordance with
                      the related
                      pool asset documents are posted to the Servicer’s obligor records
                      maintained no more than two business days after receipt, or
                      such other
                      number of days specified in the transaction agreements, and
                      allocated to
                      principal, interest or other items (e.g., escrow) in accordance
                      with the
                      related pool asset documents. 

                  	 	 	 
	
                    1122(d)(4)(v)

                  	
                    The
                      Servicer’s records regarding the pool assets agree with the Servicer’s
                      records with respect to an obligor’s unpaid principal balance.
                      

                  	 	 	 


          

           

          
            
              
              

            

            
              Q-3

              
                

              

            

            
              
              

            

          

           

            	
                  	 	 	 	 
	
                    Reg
                      AB Reference

                  	
                    Servicing
                      Criteria

                  	
                    Paying
                      Agent

                    (including
                      the Trustee if acting as Paying Agent)

                  	
                    Master
                      Servicer

                  	
                    Trustee

                  


          

          
            	
                    1122(d)(4)(vi)

                  	
                    Changes
                      with respect to the terms or status of an obligor's pool assets
                      (e.g.,
                      loan modifications or re-agings) are made, reviewed and approved
                      by
                      authorized personnel in accordance with the transaction agreements
                      and
                      related pool asset documents. 

                  	 	
                    X

                  	 
	
                    1122(d)(4)(vii)

                  	
                    Loss
                      mitigation or recovery actions (e.g., forbearance plans, modifications
                      and
                      deeds in lieu of foreclosure, foreclosures and repossessions,
                      as
                      applicable) are initiated, conducted and concluded in accordance
                      with the
                      timeframes or other requirements established by the transaction
                      agreements. 

                  	 	
                    X

                  	 
	
                    1122(d)(4)(viii)

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

                  	 	 	 
	
                    1122(d)(4)(ix)

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

                  	 	 	 
	
                    1122(d)(4)(x)

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

                  	 	 	 


          

           

          
            
              
              

            

            
              Q-4

              
                

              

            

            
              
              

            

          

           

          
            	
                  	 	 	 	 
	
                    Reg
                      AB Reference

                  	
                    Servicing
                      Criteria

                  	
                    Paying
                      Agent

                    (including
                      the Trustee if acting as Paying Agent)

                  	
                    Master
                      Servicer

                  	
                    Trustee

                  


          

          
            	
                    1122(d)(4)(xi)

                  	
                    Payments
                      made on behalf of an obligor (such as tax or insurance payments)
                      are made
                      on or before the related penalty or expiration dates, as indicated
                      on the
                      appropriate bills or notices for such payments, provided that
                      such support
                      has been received by the servicer at least 30 calendar days
                      prior to these
                      dates, or such other number of days specified in the transaction
                      agreements. 

                  	 	
                     

                  	 
	
                    1122(d)(4)(xii)

                  	
                    Any
                      late payment penalties in connection with any payment to be
                      made on behalf
                      of an obligor are paid from the Servicer’s funds and not charged to the
                      obligor, unless the late payment was due to the obligor’s error or
                      omission. 

                  	 	
                     

                  	 
	
                    1122(d)(4)(xiii)

                  	
                    Disbursements
                      made on behalf of an obligor are posted within two business
                      days to the
                      obligor’s records maintained by the servicer, or such other number
                      of days
                      specified in the transaction agreements. 

                  	 	
                     

                  	 
	
                    1122(d)(4)(xiv)
                      

                  	
                    Delinquencies,
                      charge-offs and uncollectible accounts are recognized and recorded
                      in
                      accordance with the transaction agreements. 

                  	 	
                    X

                  	 
	
                    1122(d)(4)(xv)

                  	
                    Any
                      external enhancement or other support, identified in Item 1114(a)(1)
                      through (3) or Item 1115 of Regulation AB, is maintained as
                      set forth in
                      the transaction agreements. 

                  	 	 	
                    X

                  


          

          


          
            
              
              

            

            
              Q-5

              
                

              

            

            
              
              

            

          

           

          EXHIBIT
            R

           

          FORM
            OF
            EXCHANGE TRUST AGREEMENT

           

          
            
              
              

            

            
              R-1

              
                

              

            

            
              
              

            

          


          EXHIBIT
            S

           

          CLASS
            TABLE

           

          
            
              	
                       

                    	
                       

                    	
                       

                    	
                       

                    	
                       

                    	
                       

                    	
                      Summary
                        Interest Rate Formula

                      Subject
                        to:   

                    	 	 	 	 
	
                      Class

                    	
                      Collateral
                        

                      Group

                    	 	
                      Class
                        Principal or Notional 

                      Amount

                    	 	
                      Summary
                        Interest

                      Rate
                        Formula

                    	
                      Minimum
                        Rate

                    	
                      Maximum
                        Rate

                    	
                      Exchange/Exchangeable

                    	
                      Interest
                        Accrual

                      Convention

                    	 	
                      Minimum
                        Denomination

                    
	
                      1-A1

                    	
                      1

                    	
                      $
                        

                    	
                      40,744,000.00

                    	 	
                      LIBOR
                        + 0.3300%

                    	
                      0.3300%

                    	
                      7.0000%

                    	
                      Exchange(4)

                    	
                      30/360

                    	
                      $
                        

                    	
                      100,000

                    
	
                      1-A2

                    	
                      1

                    	
                      $
                        

                    	
                      24,300,000.00
                        

                    	 	
                      LIBOR
                        + 0.6000%

                    	
                      0.6000%

                    	
                      5.7500%

                    	
                      Not
                        Applicable

                    	
                      30/360

                    	
                      $
                        

                    	
                      100,000

                    
	
                      1-A3

                    	
                      1

                    	
                      $
                        

                    	
                      21,004,000.00
                        

                    	 	
                      LIBOR
                        + 0.3300%

                    	
                      0.3300%

                    	
                      7.0000%

                    	
                      Exchange(4)

                    	
                      30/360

                    	
                      $
                        

                    	
                      100,000

                    
	
                      1-A4

                    	
                      1

                    	
                      $
                        

                    	
                      9,824,000.00
                        

                    	 	
                      5.7500%

                    	
                      Not
                        Applicable

                    	
                      Not
                        Applicable

                    	
                      Not
                        Applicable

                    	
                      30/360

                    	
                      $
                        

                    	
                      100,000

                    
	
                      1-A5

                    	
                      1

                    	
                      $
                        

                    	
                      47,069,000.00
                        

                    	 	
                      LIBOR
                        + 0.6000%

                    	
                      0.6000%

                    	
                      5.7500%

                    	
                      Not
                        Applicable

                    	
                      30/360

                    	
                      $
                        

                    	
                      100,000

                    
	
                      1-A6

                    	
                      1

                    	
                      $
                        

                    	
                      71,369,000.00

                    	
                      (1)

                    	
                      5.1500%
                        - LIBOR

                    	
                      0.0000%

                    	
                      5.1500%

                    	
                      Exchangeable

                    	
                      30/360

                    	
                      $

                    	
                      1,000,000

                    
	
                      1-A7

                    	
                      1

                    	
                      $
                        

                    	
                      47,069,000.00
                        

                    	
                      (1)

                    	
                      5.1500%
                        - LIBOR

                    	
                      0.0000%

                    	
                      5.1500%

                    	
                      Exchange(4)

                    	
                      30/360

                    	
                      $

                    	
                      1,000,000

                    
	
                      1-A8

                    	
                      1

                    	
                      $
                        

                    	
                      24,300,000.00

                    	
                      (1)

                    	
                      5.1500%
                        - LIBOR

                    	
                      0.0000%

                    	
                      5.1500%

                    	
                      Exchange(4)

                    	
                      30/360

                    	
                      $

                    	
                      1,000,000

                    
	
                      1-A9

                    	
                      1

                    	
                      $
                        

                    	
                      29,700,000.00
                        

                    	 	
                      5.7500%

                    	
                      Not
                        Applicable

                    	
                      Not
                        Applicable

                    	
                      Exchangeable

                    	
                      30/360

                    	
                      $
                        

                    	
                      100,000

                    
	
                      1-A10

                    	
                      1

                    	
                      $
                        

                    	
                      1,670,000.00
                        

                    	 	
                      5.7500%

                    	
                      Not
                        Applicable

                    	
                      Not
                        Applicable

                    	
                      Not
                        Applicable

                    	
                      30/360

                    	
                      $
                        

                    	
                      100,000

                    
	
                      1-A11

                    	
                      1

                    	
                      $
                        

                    	
                      3,575,000.00
                        

                    	 	
                      5.7500%

                    	
                      Not
                        Applicable

                    	
                      Not
                        Applicable

                    	
                      Not
                        Applicable

                    	
                      30/360

                    	
                      $
                        

                    	
                      100,000

                    
	
                      1-A12

                    	
                      1

                    	
                      $
                        

                    	
                      10,000.00
                        

                    	 	
                      5.7500%

                    	
                      Not
                        Applicable

                    	
                      Not
                        Applicable

                    	
                      Not
                        Applicable

                    	
                      30/360

                    	
                      $
                        

                    	
                      100,000

                    
	
                      1-A13

                    	
                      1

                    	
                      $
                        

                    	
                      10,000.00
                        

                    	 	
                      5.7500%

                    	
                      Not
                        Applicable

                    	
                      Not
                        Applicable

                    	
                      Not
                        Applicable

                    	
                      30/360

                    	
                      $
                        

                    	
                      100,000

                    
	
                      1-A14

                    	
                      1

                    	
                      $
                        

                    	
                      8,858,000.00
                        

                    	 	
                      30.6820%
                        - (LIBOR x 4.6)

                    	
                      0.0000%

                    	
                      30.6820%

                    	
                      Exchange(4)

                    	
                      30/360

                    	
                      $
                        

                    	
                      100,000

                    
	
                      1-A15

                    	
                      1

                    	
                      $
                        

                    	
                      4,567,000.00
                        

                    	 	
                      30.6820%
                        - (LIBOR x 4.6)

                    	
                      0.0000%

                    	
                      30.6820%

                    	
                      Exchange(4)

                    	
                      30/360

                    	
                      $
                        

                    	
                      100,000

                    
	
                      1-A16

                    	
                      1

                    	
                      $
                        

                    	
                      49,602,000.00
                        

                    	 	
                      5.7500%

                    	
                      Not
                        Applicable

                    	
                      Not
                        Applicable

                    	
                      Exchangeable

                    	
                      30/360

                    	
                      $
                        

                    	
                      100,000

                    
	
                      1-A17

                    	
                      1

                    	
                      $
                        

                    	
                      25,571,000.00
                        

                    	 	
                      5.7500%

                    	
                      Not
                        Applicable

                    	
                      Not
                        Applicable

                    	
                      Exchangeable

                    	
                      30/360

                    	
                      $
                        

                    	
                      100,000

                    
	
                      1-A18

                    	
                      1

                    	
                      $
                        

                    	
                      61,748,000.00
                        

                    	 	
                      LIBOR
                        + 0.3300%

                    	
                      0.3300%

                    	
                      7.0000%

                    	
                      Exchangeable

                    	
                      30/360

                    	
                      $
                        

                    	
                      100,000

                    
	
                      1-A19

                    	
                      1

                    	
                      $
                        

                    	
                      13,425,000.00
                        

                    	 	
                      30.6820%
                        - (LIBOR x 4.6)

                    	
                      0.0000%

                    	
                      30.6820%

                    	
                      Exchangeable

                    	
                      30/360

                    	
                      $
                        

                    	
                      100,000

                    
	
                      1-A20

                    	
                      1

                    	
                      $
                        

                    	
                      75,173,000.00
                        

                    	 	
                      5.7500%

                    	
                      Not
                        Applicable

                    	
                      Not
                        Applicable

                    	
                      Exchangeable

                    	
                      30/360

                    	
                      $
                        

                    	
                      100,000

                    
	
                      1-A21

                    	
                      1

                    	
                      $
                        

                    	
                      13,669,000.00
                        

                    	 	
                      LIBOR
                        + 0.2200%

                    	
                      0.2200%

                    	
                      7.0000%

                    	
                      Exchange(4)

                    	
                      30/360

                    	
                      $
                        

                    	
                      100,000

                    
	
                      1-A22

                    	
                      1

                    	
                      $
                        

                    	
                      2,972,000.00
                        

                    	 	
                      31.1879999%
                        - (LIBOR x 4.59999999)

                    	
                      0.0000%

                    	
                      31.1879999%

                    	
                      Exchange(4)

                    	
                      30/360

                    	
                      $
                        

                    	
                      100,000

                    
	
                      1-A23

                    	
                      1

                    	
                      $
                        

                    	
                      10,727,000.00
                        

                    	 	
                      LIBOR
                        + 0.2200%

                    	
                      0.2200%

                    	
                      7.0000%

                    	
                      Exchange(4)

                    	
                      30/360

                    	
                      $
                        

                    	
                      100,000

                    
	
                      1-A24

                    	
                      1

                    	
                      $
                        

                    	
                      2,332,000.00
                        

                    	 	
                      31.1879999%
                        - (LIBOR x 4.59999999)

                    	
                      0.0000%

                    	
                      31.1879999%

                    	
                      Exchange(4)

                    	
                      30/360

                    	
                      $
                        

                    	
                      100,000

                    
	
                      1-A25

                    	
                      1

                    	
                      $
                        

                    	
                      16,641,000.00
                        

                    	 	
                      5.7500%

                    	
                      Not
                        Applicable

                    	
                      Not
                        Applicable

                    	
                      Exchangeable

                    	
                      30/360

                    	
                      $
                        

                    	
                      100,000

                    
	
                      1-A26

                    	
                      1

                    	
                      $
                        

                    	
                      13,059,000.00
                        

                    	 	
                      5.7500%

                    	
                      Not
                        Applicable

                    	
                      Not
                        Applicable

                    	
                      Exchangeable

                    	
                      30/360

                    	
                      $
                        

                    	
                      100,000

                    
	
                      1-A27

                    	
                      1

                    	
                      $
                        

                    	
                      24,396,000.00
                        

                    	 	
                      LIBOR
                        + 0.2200%

                    	
                      0.2200%

                    	
                      7.0000%

                    	
                      Exchangeable

                    	
                      30/360

                    	
                      $
                        

                    	
                      100,000

                    
	
                      1-A28

                    	
                      1

                    	
                      $
                        

                    	
                      5,304,000.00
                        

                    	 	
                      31.1879999%
                        - (LIBOR x 4.59999999)

                    	
                      0.0000%

                    	
                      31.1879999%

                    	
                      Exchangeable

                    	
                      30/360

                    	
                      $
                        

                    	
                      100,000

                    
	
                      2-A1

                    	
                      2A,
                        2B, 2C

                    	
                      $

                    	
                      337,825,000.00

                    	 	
                      LIBOR
                        + 0.3800%

                    	
                      0.3800%

                    	
                      7.0000%

                    	
                      Exchangeable

                    	
                      30/360

                    	
                      $
                        

                    	
                      100,000

                    
	
                      2-A2(2)

                    	
                      2A

                    	
                      $

                    	
                      140,464,000.00

                    	
                      (1)

                    	
                      6.6200%
                        - LIBOR

                    	
                      0.0000%

                    	
                      6.6200%

                    	
                      Exchange(4)

                    	
                      30/360

                    	
                      $

                    	
                      1,000,000

                    
	
                      2-A3(2)

                    	
                      2B

                    	
                      $
                        

                    	
                      107,702,000.00
                        

                    	
                      (1)

                    	
                      6.6200%
                        - LIBOR

                    	
                      0.0000%

                    	
                      6.6200%

                    	
                      Exchange(4)

                    	
                      30/360

                    	
                      $

                    	
                      1,000,000

                    
	
                      2-A4

                    	
                      2A,
                        2B, 2C

                    	
                      $
                        

                    	
                      25,466,000.00
                        

                    	 	
                      LIBOR
                        + 0.3800%

                    	
                      0.3800%

                    	
                      7.0000%

                    	
                      Exchangeable

                    	
                      30/360

                    	
                      $
                        

                    	
                      100,000

                    
	
                      2-A5

                    	
                      2C

                    	
                      $
                        

                    	
                      115,125,000.00
                        

                    	
                      (1)

                    	
                      6.6200%
                        - LIBOR

                    	
                      0.0000%

                    	
                      6.6200%

                    	
                      Not
                        Applicable

                    	
                      30/360

                    	
                      $

                    	
                      1,000,000

                    
	
                      2-A6

                    	
                      2B

                    	
                      $
                        

                    	
                      100,152,000.00
                        

                    	 	
                      LIBOR
                        + 0.3800%

                    	
                      0.3800%

                    	
                      7.0000%

                    	
                      Exchange(4)

                    	
                      30/360

                    	
                      $
                        

                    	
                      100,000

                    
	
                      2-A7

                    	
                      2B

                    	
                      $
                        

                    	
                      7,550,000.00
                        

                    	 	
                      LIBOR
                        + 0.3800%

                    	
                      0.3800%

                    	
                      7.0000%

                    	
                      Exchange(4)

                    	
                      30/360

                    	
                      $
                        

                    	
                      100,000

                    
	
                      2-A8

                    	
                      2A

                    	
                      $
                        

                    	
                      130,618,000.00
                        

                    	 	
                      LIBOR
                        + 0.3800%

                    	
                      0.3800%

                    	
                      7.0000%

                    	
                      Exchange(4)

                    	
                      30/360

                    	
                      $
                        

                    	
                      100,000

                    
	
                      2-A9

                    	
                      2A

                    	
                      $
                        

                    	
                      9,846,000.00
                        

                    	 	
                      LIBOR
                        + 0.3800%

                    	
                      0.3800%

                    	
                      7.0000%

                    	
                      Exchange(4)

                    	
                      30/360

                    	
                      $
                        

                    	
                      100,000

                    
	
                      2-A10

                    	
                      2C

                    	
                      $
                        

                    	
                      107,055,000.00
                        

                    	 	
                      LIBOR
                        + 0.3800%

                    	
                      0.3800%

                    	
                      7.0000%

                    	
                      Exchange(4)

                    	
                      30/360

                    	
                      $
                        

                    	
                      100,000

                    
	
                      2-A11

                    	
                      2C

                    	
                      $
                        

                    	
                      8,070,000.00
                        

                    	 	
                      LIBOR
                        + 0.3800%

                    	
                      0.3800%

                    	
                      7.0000%

                    	
                      Exchange(4)

                    	
                      30/360

                    	
                      $
                        

                    	
                      100,000

                    
	
                      2-A12

                    	
                      2A,
                        2B

                    	
                      $

                    	
                      248,166,000.00

                    	
                      (1)

                    	
                      6.6200%
                        - LIBOR

                    	
                      0.0000%

                    	
                      6.6200%

                    	
                      Exchangeable

                    	
                      30/360

                    	
                      $

                    	
                      1,000,000

                    
	
                      3-A1

                    	
                      3

                    	
                      $
                        

                    	
                      34,976,000.00
                        

                    	 	
                      LIBOR
                        + 0.2700%

                    	
                      0.2700%

                    	
                      7.5000%

                    	
                      Not
                        Applicable

                    	
                      30/360

                    	
                      $
                        

                    	
                      100,000

                    
	
                      3-A2(2)

                    	
                      3

                    	
                      $
                        

                    	
                      34,976,000.00

                    	
                      (1)

                    	
                      7.2300%
                        - LIBOR

                    	
                      0.0000%

                    	
                      7.2300%

                    	
                      Not
                        Applicable

                    	
                      30/360

                    	
                      $

                    	
                      1,000,000

                    
	
                      AP

                    	
                      P

                    	
                      $
                        

                    	
                      239,270.96
                        

                    	 	
                      0.0000%

                    	
                      Not
                        Applicable

                    	
                      Not
                        Applicable

                    	
                      Not
                        Applicable

                    	
                      N/A

                    	
                      $
                        

                    	
                      200,000

                    
	
                      M-1A

                    	
                      All
                        (except P)

                    	
                      $
                        

                    	
                      5,000,000.00
                        

                    	 	
                      Weighted
                        Average Rate - 0.7200%(3)

                    	
                      Not
                        Applicable

                    	
                      Not
                        Applicable

                    	
                      Not
                        Applicable

                    	
                      30/360

                    	
                      $
                        

                    	
                      100,000

                    
	
                      M-1B

                    	
                      All
                        (except P)

                    	
                      $
                        

                    	
                      9,203,000.00
                        

                    	 	
                      Weighted
                        Average Rate - 0.3700%(3)

                    	
                      Not
                        Applicable

                    	
                      Not
                        Applicable

                    	
                      Not
                        Applicable

                    	
                      30/360

                    	
                      $
                        

                    	
                      100,000

                    
	
                      B1

                    	
                      All
                        (except P)

                    	
                      $
                        

                    	
                      8,837,000.00
                        

                    	 	
                      Weighted
                        Average Rate - 0.3700%(3)

                    	
                      Not
                        Applicable

                    	
                      Not
                        Applicable

                    	
                      Not
                        Applicable

                    	
                      30/360

                    	
                      $
                        

                    	
                      100,000

                    
	
                      B2

                    	
                      All
                        (except P)

                    	
                      $
                        

                    	
                      6,312,000.00
                        

                    	 	
                      Weighted
                        Average Rate - 0.3700%(3)

                    	
                      Not
                        Applicable

                    	
                      Not
                        Applicable

                    	
                      Not
                        Applicable

                    	
                      30/360

                    	
                      $
                        

                    	
                      100,000

                    
	
                      B3

                    	
                      All
                        (except P)

                    	
                      $
                        

                    	
                      4,418,000.00
                        

                    	 	
                      Weighted
                        Average Rate(3)

                    	
                      Not
                        Applicable

                    	
                      Not
                        Applicable

                    	
                      Not
                        Applicable

                    	
                      30/360

                    	
                      $
                        

                    	
                      100,000

                    
	
                      B4

                    	
                      All
                        (except P)

                    	
                      $
                        

                    	
                      947,000.00
                        

                    	 	
                      (6)

                    	
                      Not
                        Applicable

                    	
                      Not
                        Applicable

                    	
                      Not
                        Applicable

                    	
                      30/360

                    	
                      $
                        

                    	
                      100,000

                    
	
                      B5

                    	
                      All
                        (except P)

                    	
                      $
                        

                    	
                      2,209,000.00

                    	 	
                      (7)

                    	
                      Not
                        Applicable

                    	
                      Not
                        Applicable

                    	
                      Not
                        Applicable

                    	
                      30/360

                    	
                      $
                        

                    	
                      100,000

                    
	
                      B6

                    	
                      All
                        (except P)

                    	
                      $
                        

                    	
                      2,525,000.00

                    	 	
                      (8)

                    	
                      Not
                        Applicable

                    	
                      Not
                        Applicable

                    	
                      Not
                        Applicable

                    	
                      30/360

                    	
                      $
                        

                    	
                      100,000

                    
	
                      B7

                    	
                      All
                        (except P)

                    	
                      $
                        

                    	
                      1,893,076.68

                    	 	
                      (9)

                    	
                      Not
                        Applicable

                    	
                      Not
                        Applicable

                    	
                      Not
                        Applicable

                    	
                      30/360

                    	
                      $
                        

                    	
                      100,000

                    
	
                      R

                    	
                      2C

                    	
                      $
                        

                    	
                      100.00

                    	 	
                      7.0000%

                    	
                      Not
                        Applicable

                    	
                      Not
                        Applicable

                    	
                      Not
                        Applicable

                    	
                      30/360

                    	 	
                      100%(5)

                    


            

          

          


          
            
              
              

            

            
              S-1

              
                

              

            

            
              
              

            

          

           

          (1) Initial
            Notional Amount. The Class 1-A6, Class 1-A7, Class 1-A8, Class 2-A2,
            Class 2-A3,
            Class 2-A5, Class 2-A12 and Class 3-A2 Certificates are interest-only
            certificates; they will not be entitled to payments of principal and
            will accrue
            interest on their Notional Amounts.

           

          (2) The
            Class
            2-A2, Class 2-A3 and Class 3-A2 Certificates will each be issued in two
            components: a Class I Component and a Class P Component, as described
            herein.
            Each Class I Component will be issued with an interest-bearing component
            and
            will accrue interest at the rate described in the table above. Class
            P
            Components will not be issued with an interest rate or principal balance.
            The
            components are not severable.

           

          (3) The
            weighted average rate applicable to this formula will be based on the
            weighted
            average of the designated rate applicable to Collateral Groups 1, 2A,
            2B, 2C and
            3, weighted on the basis of the group subordinate amounts thereof.

           

          (4) These
            classes of certificates are Exchange Certificates. Certain combinations
            of
            Exchange Certificates can be exchanged for corresponding Exchangeable
            Certificates.

           

          (5) The
            Class
            R Certificate will be issued in definitive, fully registered form, representing
            the entire percentage interest of that class.

           

          (6) The
            Class
            B4 Certificates will accrue interest at an annual rate equal to (i) the
            weighted
            average of the designated rate applicable to Collateral Groups 1, 2A,
            2B, 2C and
            3, weighted on the basis of the group subordinate amounts thereof, plus
            (ii)
            (((0.72% x the Class Principal Amount of the Class M-1A Certificates)
            + (0.37% x
            the Class Principal Amount of the Class M-1B Certificates) + (0.37% x
            the Class
            Principal Amount of the Class B1 Certificates) + (0.37% x the Class Principal
            Amount of the Class B2 Certificates)) multiplied
            by
            12.5031741823%) divided
            by
            the Class
            Principal Amount of the Class B4 Certificates.

           

          (7) The
            Class
            B5 Certificates will accrue interest at an annual rate equal to (i) the
            weighted
            average of the designated rates applicable to Collateral Groups 1, 2A,
            2B, 2C
            and 3, weighted on the basis of the group subordinate amounts thereof,
            plus (ii)
            (((0.72% x the Class Principal Amount of the Class M-1A Certificates)
            + (0.37% x
            the Class Principal Amount of the Class M-1B Certificates) + (0.37% x
            the Class
            Principal Amount of the Class B1 Certificates) + (0.37% x the Class Principal
            Amount of the Class B2 Certificates)) multiplied by 29.1652711390%) divided
            by
            the Class Principal Amount of the Class B5 Certificates.

           

          (8) The
            Class
            B6 Certificates will accrue interest at an annual rate equal to (i) the
            weighted
            average of the designated rates applicable to Collateral Groups 1, 2A,
            2B, 2C
            and 3, weighted on the basis of the group subordinate amounts thereof,
            plus (ii)
            (((0.72% x the Class Principal Amount of the Class M-1A Certificates)
            + (0.37% x
            the Class Principal Amount of the Class M-1B Certificates) + (0.37% x
            the Class
            Principal Amount of the Class B1 Certificates) + (0.37% x the Class Principal
            Amount of the Class B2 Certificates)) multiplied by 33.3373968429%) divided
            by
            the Class Principal Amount of the Class B6 Certificates.

           

          (9) The
            Class
            B7 Certificates will accrue interest at an annual rate equal to (i) the
            weighted
            average of the designated rates applicable to Collateral Groups 1, 2A,
            2B, 2C
            and 3, weighted on the basis of the group subordinate amounts thereof,
            plus (ii)
            (((0.72% x the Class Principal Amount of the Class M-1A Certificates)
            + (0.37% x
            the Class Principal Amount of the Class M-1B Certificates) + (0.37% x
            the Class
            Principal Amount of the Class B1 Certificates) + (0.37% x the Class Principal
            Amount of the Class B2 Certificates)) multiplied by 24.9941578358%) divided
            by
            the Class Principal Amount of the Class B7 Certificates.

           

          
            
              
              

            

            
              S-2

              
                

              

            

            
              
              

            

          

          


          EXHIBIT
            T

           

          APPLICABLE
            FRACTIONS TABLE

           

          Mortgage
            Loans in Pool 1 with Net Mortgage Rates Less than 5.75%.
            Principal received or advanced on each Discount Mortgage Loan in Pool
            1 will be
            allocated between Collateral Group P and Collateral Group 1 on the basis
            of the
            Applicable Fractions of the related Discount Mortgage Loans. The Applicable
            Fraction for the portion of each Discount Mortgage Loan allocated to
            Collateral
            Group P, is (5.75% minus
            Net
            Mortgage Rate) /5.75%, and the Applicable Fraction for the portion of
            each
            Discount Mortgage Loan allocated to Collateral Group 1, is Net Mortgage
            Rate
            /5.75%.

           

          Mortgage
            Loans in Pool 1 with Net Mortgage Rates Greater than or Equal to 5.75%
            and Less
            than 7.00%.
            Principal received or advanced on each Mortgage Loan in Pool 1 having
            a Net
            Mortgage Rate greater than or equal to 5.75% but less than 7.00% will
            be
            allocated between Collateral Group 1 and Collateral Group 2B on the basis
            of the
            Applicable Fractions of the related Mortgage Loans. The Applicable Fraction
            for
            the portion of each such Mortgage Loan allocated to Collateral Group
            1, is
            (7.00% minus
            Net
            Mortgage Rate) / 1.25%, and the Applicable Fraction for the portion of
            each such
            Mortgage Loan allocated to Collateral Group 2B, is 1 minus
            ((7.00%
minus
            Net
            Mortgage Rate) / 1.25%).

           

          Mortgage
            Loans in Pool 1 with Net Mortgage Rates Greater than or Equal to 7.00%
            and Less
            than 7.50%.
            Principal received or advanced on each Mortgage Loan in Pool 1 having
            a Net
            Mortgage Rate greater than or equal to 7.00% but less than 7.50% will
            be
            allocated between Collateral Group 2B and Collateral Group 3 on the basis
            of the
            Applicable Fractions of the related Mortgage Loans. The Applicable Fraction
            for
            the portion of each such Mortgage Loan allocated to Collateral Group
            2B, is
            (7.50% minus
            Net
            Mortgage Rate) / 0.50%, and the Applicable Fraction for the portion of
            each such
            Mortgage Loan allocated to Collateral Group 3, is 1 minus
            ((7.50%
minus
            Net
            Mortgage Rate) / 0.50%).

           

          Mortgage
            Loans in Pool 1 with Net Mortgage Rates Greater than or Equal to
            7.50%.
            Principal received or advanced on each Mortgage Loan having a Net Mortgage
            Rate
            greater than or equal to 7.50% will be allocated entirely to Collateral
            Group
            3.

           

          Mortgage
            Loans in Pool 2 with Net Mortgage Rates Less than 5.75%.
            Principal received or advanced on each Discount Mortgage Loan in Pool
            2 will be
            allocated between Collateral Group P and Collateral Group 1 on the basis
            of the
            Applicable Fractions of the related Discount Mortgage Loans. The Applicable
            Fraction for the portion of each Discount Mortgage Loan allocated to
            Collateral
            Group P, is (5.75% minus
            Net
            Mortgage Rate) /5.75%, and the Applicable Fraction for the portion of
            each
            Discount Mortgage Loan allocated to Collateral Group 1, is Net Mortgage
            Rate
            /5.75%.

           

          Mortgage
            Loans in Pool 2 with Net Mortgage Rates Greater than or Equal to 5.75%
            and Less
            than 7.00%.
            Principal received or advanced on each Mortgage Loan in Pool 2 having
            a Net
            Mortgage Rate greater than or equal to 5.75% but less than 7.00% will
            be
            allocated between Collateral Group 1 and Collateral Group 2A on the basis
            of the
            Applicable Fractions of the related Mortgage Loans. The Applicable Fraction
            for
            the portion of each such Mortgage Loan allocated to Collateral Group
            1, is
            (7.00% minus
            Net
            Mortgage Rate) /1.25%, and the Applicable Fraction for the portion of
            each such
            Mortgage Loan allocated to Collateral Group 2A, is 1 minus
            ((7.00%
minus
            Net
            Mortgage Rate) / 1.25%).

           

          
            
              
              

            

            
              T-1

              
                

              

            

            
              
              

            

          

           

          Mortgage
            Loans in Pool 2 with Net Mortgage Rates Greater than or Equal to 7.00%
            and Less
            than 7.50%.
            Principal received or advanced on each Mortgage Loan in Pool 2 having
            a Net
            Mortgage Rate greater than or equal to 7.00% but less than 7.50% will
            be
            allocated between Collateral Group 2A and Collateral Group 3 on the basis
            of the
            Applicable Fractions of the related Mortgage Loans. The Applicable Fraction
            for
            the portion of each such Mortgage Loan allocated to Collateral Group
            2A, is
            (7.50% minus
            Net
            Mortgage Rate) /0.50%, and the Applicable Fraction for the portion of
            each such
            Mortgage Loan allocated to Collateral Group 3, is 1 minus
            ((7.50%
minus
            Net
            Mortgage Rate) /0.50%).

           

          Mortgage
            Loans in Pool 2 with Net Mortgage Rates Greater than or Equal to
            7.50%.
            Principal received or advanced on each Mortgage Loan having a Net Mortgage
            Rate
            greater than or equal to 7.50% will be allocated entirely to Collateral
            Group
            3.

           

          Mortgage
            Loans in Pool 3 with Net Mortgage Rates Less than 5.75%.
            Principal received or advanced on each Discount Mortgage Loan in Pool
            3 will be
            allocated between Collateral Group P and Collateral Group 1 on the basis
            of the
            Applicable Fractions of the related Discount Mortgage Loans. The Applicable
            Fraction for the portion of each Discount Mortgage Loan allocated to
            Collateral
            Group P, is (5.75% minus
            Net
            Mortgage Rate) /5.75%, and the Applicable Fraction for the portion of
            each
            Discount Mortgage Loan allocated to Collateral Group 1, is Net Mortgage
            Rate
            /5.75%.

           

          Mortgage
            Loans in Pool 3 with Net Mortgage Rates Greater than or Equal to 5.75%
            and Less
            than 7.00%.
            Principal received or advanced on each Mortgage Loan in Pool 3 having
            a Net
            Mortgage Rate greater than or equal to 5.75% but less than 7.00% will
            be
            allocated between Collateral Group 1 and Collateral Group 2C on the basis
            of the
            Applicable Fractions of the related Mortgage Loans. The Applicable Fraction
            for
            the portion of each such Mortgage Loan allocated to Collateral Group
            1, is
            (7.00% minus
            Net
            Mortgage Rate) /1.25%, and the Applicable Fraction for the portion of
            each such
            Mortgage Loan allocated to Collateral Group 2C, is 1 minus
            ((7.00%
minus
            Net
            Mortgage Rate) / 1.25%).

           

          Mortgage
            Loans in Pool 3 with Net Mortgage Rates Greater than or Equal to 7.00%
            and Less
            than 7.50%.
            Principal received or advanced on each Mortgage Loan in Pool 3 having
            a Net
            Mortgage Rate greater than or equal to 7.00% but less than 7.50% will
            be
            allocated between Collateral Group 2C and Collateral Group 3 on the basis
            of the
            Applicable Fractions of the related Mortgage Loans. The Applicable Fraction
            for
            the portion of each such Mortgage Loan allocated to Collateral Group
            2C, is
            (7.50% minus
            Net
            Mortgage Rate) /0.50%, and the Applicable Fraction for the portion of
            each such
            Mortgage Loan allocated to Collateral Group 3, is 1 minus
            ((7.50%
minus
            Net
            Mortgage Rate) / 0.50%).

           

          Mortgage
            Loans in Pool 3 with Net Mortgage Rates Greater than or Equal to
            7.50%.
            Principal received or advanced on each Mortgage Loan having a Net Mortgage
            Rate
            greater than or equal to 7.50% will be allocated entirely to Collateral
            Group
            3.

           

          
            
              
              

            

            
              T-2

              
                

              

            

            
              
              

            

          


          EXHIBIT
            U

           

          SCHEDULED
            PRINCIPAL TABLE

           

          
            
              
              

            

            
              U-1

              
                

              

            

            
              
              

            

          


          EXHIBIT
            V

           

          MONTHLY
            ELECTRONIC DATA TRANSMISSION

           

          
            
              
              

            

            
              V-1

              
                

              

            

            
              
              

            

          

           

          SCHEDULE
            A

           

           

          ALL
            MORTGAGE LOANS

           

          
            
              
              

            

            
              Sch
                A-1