EXECUTION
        COPY

       

    

    STRUCTURED
      ASSET SECURITIES CORPORATION, as Depositor,

     

    AURORA
      LOAN SERVICES LLC, as Master Servicer,

     

    and

     

    U.S.
      BANK
      NATIONAL ASSOCIATION, as Trustee

     

      
        

      

    

     

    TRUST
      AGREEMENT

     

    Dated
      as
      of December 1, 2006

     

      
        

      

    

     

    STRUCTURED
      ADJUSTABLE RATE MORTGAGE LOAN TRUST

    MORTGAGE
      PASS-THROUGH CERTIFICATES

    SERIES
      2006-12

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

     

     

    TABLE
      OF
      CONTENTS

     

    
      
        	 	 	
                PAGE

              
	
                ARTICLE
                  I DEFINITIONS

              	
                12

              
	
                Section
                  1.01.

              	
                Definitions

              	
                12

              
	
                Section
                  1.02.

              	
                Calculations
                  Respecting Mortgage Loans

              	
                61

              
	
                Section
                  1.03.

              	
                Rights
                  of the NIMS Insurer

              	
                61

              
	 	
                 

              
	
                ARTICLE
                  II DECLARATION
                  OF TRUST; ISSUANCE OF CERTIFICATES

              	
                61

              
	
                Section
                  2.01.

              	
                Creation
                  and Declaration of Trust Fund; Conveyance of Mortgage
                  Loans

              	
                61

              
	
                Section
                  2.02.

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

              	
                66

              
	
                Section
                  2.03.

              	
                Representations
                  and Warranties of the Depositor

              	
                67

              
	
                Section
                  2.04.

              	
                Discovery
                  of Breach

              	
                69

              
	
                Section
                  2.05.

              	
                Repurchase,
                  Purchase or Substitution of Mortgage Loans

              	
                70

              
	
                Section
                  2.06.

              	
                Grant
                  Clause

              	
                71

              
	 	
                 

              
	
                ARTICLE
                  III THE
                  CERTIFICATES

              	
                72

              
	
                Section
                  3.01.

              	
                The
                  Certificates

              	
                72

              
	
                Section
                  3.02.

              	
                Registration

              	
                73

              
	
                Section
                  3.03.

              	
                Transfer
                  and Exchange of Certificates

              	
                73

              
	
                Section
                  3.04.

              	
                Cancellation
                  of Certificates

              	
                79

              
	
                Section
                  3.05.

              	
                Replacement
                  of Certificates

              	
                79

              
	
                Section
                  3.06.

              	
                Persons
                  Deemed Owners

              	
                79

              
	
                Section
                  3.07.

              	
                Temporary
                  Certificates

              	
                80

              
	
                Section
                  3.08.

              	
                Appointment
                  of Paying Agent

              	
                80

              
	
                Section
                  3.09.

              	
                Book-Entry
                  Certificates

              	
                81

              
	 	
                 

              
	
                ARTICLE
                  IV ADMINISTRATION
                  OF THE TRUST FUND

              	
                83

              
	
                Section
                  4.01.

              	
                Collection
                  Account

              	
                83

              
	
                Section
                  4.02.

              	
                Application
                  of Funds in the Collection Account

              	
                85

              
	
                Section
                  4.03.

              	
                Reports
                  to Certificateholders

              	
                87

              
	
                Section
                  4.04.

              	
                Certificate
                  Account

              	
                91

              
	 	
                 

              
	
                ARTICLE
                  V DISTRIBUTIONS
                  TO HOLDERS OF CERTIFICATES

              	
                93

              
	
                Section
                  5.01.

              	
                Distributions
                  Generally

              	
                93

              
	
                Section
                  5.02.

              	
                Distributions
                  from the Certificate Account

              	
                93

              
	
                Section
                  5.03.

              	
                Allocation
                  of Realized Losses

              	
                105

              
	
                Section
                  5.04.

              	
                Advances
                  by the Master Servicer and the Trustee

              	
                107

              
	
                Section
                  5.05.

              	
                Compensating
                  Interest Payments

              	
                108

              
	
                Section
                  5.06.

              	
                Funding
                  Account

              	
                108

              
	
                Section
                  5.07.

              	
                Basis
                  Risk Reserve Funds

              	
                109

              
	
                Section
                  5.08.

              	
                Supplemental
                  Interest Trust

              	
                110

              
	
                Section
                  5.09.

              	
                Collateral
                  Account

              	
                110

              
	
                Section
                  5.10.

              	
                Rights
                  of Swap Counterparty

              	
                111

              
	
                Section
                  5.11.

              	
                Termination
                  Receipts

              	
                111

              
	
                Section
                  5.12.

              	
                Class
                  1-X Account

              	
                112

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                ARTICLE
                  VI CONCERNING
                  THE TRUSTEE; EVENTS OF DEFAULT

              	
                113

              
	
                Section
                  6.01.

              	
                Duties
                  of Trustee

              	
                113

              
	
                Section
                  6.02.

              	
                Certain
                  Matters Affecting the Trustee

              	
                116

              
	
                Section
                  6.03.

              	
                Trustee
                  Not Liable for Certificates

              	
                117

              
	
                Section
                  6.04.

              	
                Trustee
                  May Own Certificates

              	
                118

              
	
                Section
                  6.05.

              	
                Eligibility
                  Requirements for Trustee

              	
                118

              
	
                Section
                  6.06.

              	
                Resignation
                  and Removal of Trustee

              	
                118

              
	
                Section
                  6.07.

              	
                Successor
                  Trustee

              	
                119

              
	
                Section
                  6.08.

              	
                Merger
                  or Consolidation of Trustee

              	
                120

              
	
                Section
                  6.09.

              	
                Appointment
                  of Co-Trustee, Separate Trustee or Custodian

              	
                120

              
	
                Section
                  6.10.

              	
                Authenticating
                  Agents

              	
                122

              
	
                Section
                  6.11.

              	
                Indemnification
                  of Trustee

              	
                123

              
	
                Section
                  6.12.

              	
                Fees
                  and Expenses of Trustee and Custodian

              	
                124

              
	
                Section
                  6.13.

              	
                Collection
                  of Monies

              	
                124

              
	
                Section
                  6.14.

              	
                Events
                  of Default; Trustee To Act; Appointment of Successor

              	
                125

              
	
                Section
                  6.15.

              	
                Additional
                  Remedies of Trustee Upon Event of Default

              	
                129

              
	
                Section
                  6.16.

              	
                Waiver
                  of Defaults

              	
                129

              
	
                Section
                  6.17.

              	
                Notification
                  to Holders

              	
                130

              
	
                Section
                  6.18.

              	
                Directions
                  by Certificateholders and Duties of Trustee During Event of
                  Default

              	
                130

              
	
                Section
                  6.19.

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

              	
                130

              
	
                Section
                  6.20.

              	
                Preparation
                  of Tax Returns and Other Reports

              	
                131

              
	
                Section
                  6.21.

              	
                Reporting
                  Requirements of the Commission

              	
                137

              
	
                Section
                  6.22.

              	
                No
                  Merger

              	
                138

              
	
                Section
                  6.23.

              	
                Indemnification
                  by the Trustee

              	
                138

              
	
                 

              	
                 

              
	
                ARTICLE
                  VII PURCHASE
                  AND TERMINATION OF THE TRUST FUND

              	
                138

              
	
                Section
                  7.01.

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

              	
                138

              
	
                Section
                  7.02.

              	
                Procedure
                  Upon Termination of Trust Fund

              	
                140

              
	
                Section
                  7.03.

              	
                Additional
                  Requirements under the REMIC Provisions

              	
                141

              
	
                Section
                  7.04.

              	
                Optional
                  Purchase Right of NIMS Insurer

              	
                142

              
	
                 

              	
                 

              
	
                ARTICLE
                  VIII RIGHTS
                  OF CERTIFICATEHOLDERS

              	
                142

              
	
                Section
                  8.01.

              	
                Limitation
                  on Rights of Holders

              	
                143

              
	
                Section
                  8.02.

              	
                Access
                  to List of Holders

              	
                143

              
	
                Section
                  8.03.

              	
                Acts
                  of Holders of Certificates

              	
                144

              
	 	
                 

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

              	
                145

              
	
                Section
                  9.01.

              	
                Duties
                  of the Master Servicer

              	
                145

              
	
                Section
                  9.02.

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

              	
                145

              
	
                Section
                  9.03.

              	
                Master
                  Servicer’s Financial Statements and Related Information

              	
                146

              
	
                Section
                  9.04.

              	
                Power
                  to Act; Procedures

              	
                146

              
	
                Section
                  9.05.

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

              	
                148

              
	
                Section
                  9.06.

              	
                Collection
                  of Taxes, Assessments and Similar Items

              	
                149

              
	
                Section
                  9.07.

              	
                Termination
                  of Servicing Agreements; Successor Servicers

              	
                150

              
	
                Section
                  9.08.

              	
                Master
                  Servicer Liable for Enforcement

              	
                150

              
	
                Section
                  9.09.

              	
                No
                  Contractual Relationship Between the Servicers, any NIMS Insurer
                  and
                  Trustee or Depositor

              	
                151

              
	
                Section
                  9.10.

              	
                Assumption
                  of Servicing Agreement by Trustee

              	
                151

              
	
                Section
                  9.11.

              	
                “Due-on-Sale”
                  Clauses; Assumption Agreements

              	
                151

              
	
                Section
                  9.12.

              	
                Release
                  of Mortgage Files

              	
                152

              
	
                Section
                  9.13.

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

              	
                153

              
	
                Section
                  9.14.

              	
                Representations
                  and Warranties of the Master Servicer

              	
                154

              
	
                Section
                  9.15.

              	
                Closing
                  Certificate and Opinion

              	
                156

              
	
                Section
                  9.16.

              	
                Standard
                  Hazard and Flood Insurance Policies

              	
                157

              
	
                Section
                  9.17.

              	
                Presentment
                  of Claims and Collection of Proceeds

              	
                157

              
	
                Section
                  9.18.

              	
                Maintenance
                  of the Primary Mortgage Insurance Policies

              	
                157

              
	
                Section
                  9.19.

              	
                Trustee
                  To Retain Possession of Certain Insurance Policies and
                  Documents

              	
                158

              
	
                Section
                  9.20.

              	
                Realization
                  Upon Defaulted Mortgage Loans

              	
                158

              
	
                Section
                  9.21.

              	
                Compensation
                  to the Master Servicer

              	
                159

              
	
                Section
                  9.22.

              	
                REO
                  Property

              	
                160

              
	
                Section
                  9.23.

              	
                Notices
                  to the Depositor and the Trustee

              	
                160

              
	
                Section
                  9.24.

              	
                Reports
                  to the Trustee

              	
                161

              
	
                Section
                  9.25.

              	
                Assessment
                  of Compliance and Attestation Reports

              	
                162

              
	
                Section
                  9.26.

              	
                Annual
                  Statement of Compliance with Applicable Servicing Criteria

              	
                164

              
	
                Section
                  9.27.

              	
                Merger
                  or Consolidation

              	
                164

              
	
                Section
                  9.28.

              	
                Resignation
                  of Master Servicer

              	
                165

              
	
                Section
                  9.29.

              	
                Assignment
                  or Delegation of Duties by the Master Servicer

              	
                165

              
	
                Section
                  9.30.

              	
                Limitation
                  on Liability of the Master Servicer and Others

              	
                166

              
	
                Section
                  9.31.

              	
                Indemnification;
                  Third-Party Claims

              	
                167

              
	
                Section
                  9.32.

              	
                Allocation
                  to Related Mortgage Pool

              	
                167

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                ARTICLE
                  X REMIC
                  ADMINISTRATION

              	
                167

              
	
                Section
                  10.01.

              	
                REMIC
                  and Grantor Trust Administration

              	
                167

              
	
                Section
                  10.02.

              	
                Prohibited
                  Transactions and Activities

              	
                176

              
	
                Section
                  10.03.

              	
                Indemnification
                  with Respect to Certain Taxes and Loss of REMIC Status

              	
                176

              
	
                Section
                  10.04.

              	
                REO
                  Property

              	
                176

              
	 	
                 

              
	
                ARTICLE
                  XI MISCELLANEOUS
                  PROVISIONS

              	
                177

              
	
                Section
                  11.01.

              	
                Binding
                  Nature of Agreement; Assignment

              	
                177

              
	
                Section
                  11.02.

              	
                Entire
                  Agreement

              	
                177

              
	
                Section
                  11.03.

              	
                Amendment

              	
                178

              
	
                Section
                  11.04.

              	
                Voting
                  Rights

              	
                179

              
	
                Section
                  11.05.

              	
                Provision
                  of Information

              	
                179

              
	
                Section
                  11.06.

              	
                Governing
                  Law

              	
                180

              
	
                Section
                  11.07.

              	
                Notices

              	
                180

              
	
                Section
                  11.08.

              	
                Severability
                  of Provisions

              	
                180

              
	
                Section
                  11.09.

              	
                Indulgences;
                  No Waivers

              	
                181

              
	
                Section
                  11.10.

              	
                Headings
                  Not To Affect Interpretation

              	
                181

              
	
                Section
                  11.11.

              	
                Benefits
                  of Agreement

              	
                181

              
	
                Section
                  11.12.

              	
                Special
                  Notices to the Rating Agencies, the Swap Counterparty and NIMS
                  Insurer

              	
                181

              
	
                Section
                  11.13.

              	
                Counterparts

              	
                182

              
	
                Section
                  11.14.

              	
                Transfer
                  of Servicing

              	
                182

              
	
                Section
                  11.15.

              	
                Conflicts

              	
                184

              
	
                Section
                  11.16.

              	
                Third
                  Party Rights

              	
                184

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    

      
        	
                Exhibit
                  A

              	
                Forms
                  of Certificates

              
	
                Exhibit
                  B-1

              	
                Form
                  of Initial Certification

              
	
                Exhibit
                  B-2

              	
                Form
                  of Interim Certification

              
	
                Exhibit
                  B-3

              	
                Form
                  of Final Certification

              
	
                Exhibit
                  B-4

              	
                Form
                  of Endorsement

              
	
                Exhibit
                  C

              	
                Request
                  for Release of Documents and Receipt

              
	
                Exhibit
                  D-l

              	
                Form
                  of Residual Certificate Transfer Affidavit (Transferee)

              
	
                Exhibit
                  D-2

              	
                Form
                  of Residual Certificate Transfer Affidavit (Transferor)

              
	
                Exhibit
                  E

              	
                Servicing
                  Agreements

              
	
                Exhibit
                  F

              	
                Form
                  of Rule 144A Transfer Certificate

              
	
                Exhibit
                  G

              	
                Form
                  of Purchaser’s Letter for Institutional Accredited
                  Investors

              
	
                Exhibit
                  H

              	
                Form
                  of ERISA Transfer Affidavit

              
	
                Exhibit
                  I

              	
                Monthly
                  Remittance Advice

              
	
                Exhibit
                  J

              	
                Monthly
                  Electronic Data Transmission

              
	
                Exhibit
                  K

              	
                Custodial
                  Agreements

              
	
                Exhibit
                  L-1

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

              
	
                Exhibit
                  L-2

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

              
	
                Exhibit
                  M

              	
                Cap
                  Agreement 

              
	
                Exhibit
                  N

              	
                Swap
                  Agreement 

              
	
                Exhibit
                  O

              	
                Servicing
                  Criteria to be Addressed in Assessment of Compliance

              
	
                Exhibit
                  P-1

              	
                Additional
                  Form 10-D Disclosure 

              
	
                Exhibit
                  P-2

              	
                Additional
                  Form 10-K Disclosure 

              
	
                Exhibit
                  P-3

              	
                Additional
                  Form 8-K Disclosure 

              
	
                Exhibit
                  P-4

              	
                Additional
                  Disclosure Notification

              
	
                Exhibit
                  Q-1

              	
                Form
                  of Back-up Sarbanes-Oxley Certification

              
	
                Exhibit
                  Q-2

              	
                Form
                  of Certification to be Provided by the Trustee

              
	
                Exhibit
                  R

              	
                Transaction
                  Parties

              
	 	 
	
                Schedule
                  A

              	
                Mortgage
                  Loan Schedule

              


      

    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


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

     

    As
      provided herein, the Trustee shall elect that the Trust Fund (other than (i)
      the
      Swap Agreement, (ii) the Supplemental Interest Trust, (iii) the Pool 1 Interest
      Rate Cap Agreement, (iv) the Pool 1 Basis Risk Reserve Fund, (v) the rights
      to
      receive Prepayment Penalty Amounts distributable to the Class P Certificates,
      (vi) the Funding Account and Class 1-X Account and (vii) the Lower Tier
      Interests) be treated for federal income tax purposes as comprising four real
      estate mortgage investment conduits (each a “REMIC” or, in the alternative, the
“SWAP REMIC,” “REMIC I-1,” “REMIC I-2” and “REMIC II-1”). Each Pool 1
      Certificate, the Class 1-X Certificate and the Class S-X Certificate represents
      ownership of one or more regular interests in REMIC I-2 for purposes of the
      REMIC Provisions. In addition, each Pool 1 Certificate represents (i) the right
      to receive payments with respect to Excess Interest and payments from proceeds
      of the Swap Agreement and Pool 1 Interest Rate Cap Agreement and (ii) the
      obligation to make payments in respect of Class I Shortfalls. The Class R-I
      Certificate represents ownership of the sole Class of residual interest in
      each
      of the SWAP REMIC, REMIC I-1 and REMIC I-2 for purposes of the REMIC Provisions.
      Each Pool 2 Certificate (other than the Class R-II Certificate) represents
      ownership of regular interests in REMIC II-1 for purposes of the REMIC
      Provisions. The Class R-II Certificate represents ownership of the sole Class
      of
      residual interest in REMIC II-1.

     

    Pool
      1 REMICs

     

    REMIC
      I-2
      shall hold as its assets the several Classes of uncertificated REMIC I-1 Regular
      Interests and each such REMIC I-1 Regular Interest is hereby designated as
      a
      regular interest in REMIC I-1. REMIC I-1 shall hold as its assets the several
      Classes of uncertificated SWAP REMIC Regular Interests and each such SWAP REMIC
      Regular Interest is hereby designated as a regular interest in the SWAP REMIC.
      The SWAP REMIC shall hold as its assets the property of the Trust Fund related
      to Pool 1 other than (i) the Swap Agreement, (ii) the Supplemental Interest
      Trust, (iii) the Pool 1 Interest Rate Cap Agreement, (iv) the Pool 1 Basis
      Risk
      Reserve Fund, (v) the rights to receive Prepayment Penalty Amounts distributable
      to the Class P Certificates, (vi) the Funding Account and Class 1-X Account
      and
      (vii) the Lower Tier Interests.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    The
      SWAP REMIC

     

    The
      following table sets forth (or describes) the Class designations, interest
      rate
      and initial principal amount for each Class of SWAP REMIC
      Interests:


    

      
        	
                Class
                  Designation

              	 	
                Initial
                  Principal Balance

              	 	
                Interest
                  Rate

              	 
	 	 	 	 	 	 
	
                SW-Z

              	 	
                $

              	
                12,712,541.760

              	 	 	
                (1)

              	
              
	
                SW2A

              	 	
                $

              	
                6,131,712.940

              	 	 	
                (2)

              	
                 

              
	
                SW2B

              	 	
                $

              	
                6,131,712.940

              	 	 	
                (3)

              	
                 

              
	
                SW3A

              	 	
                $

              	
                5,915,085.930

              	 	 	
                (2)

              	
                 

              
	
                SW3B

              	 	
                $

              	
                5,915,085.930

              	 	 	
                (3)

              	
                 

              
	
                SW4A

              	 	
                $

              	
                5,706,109.835

              	 	 	
                (2)

              	
                 

              
	
                SW4B

              	 	
                $

              	
                5,706,109.835

              	 	 	
                (3)

              	
                 

              
	
                SW5A

              	 	
                $

              	
                5,504,514.495

              	 	 	
                (2)

              	
                 

              
	
                SW5B

              	 	
                $

              	
                5,504,514.495

              	 	 	
                (3)

              	
                 

              
	
                SW6A

              	 	
                $

              	
                5,310,039.300

              	 	 	
                (2)

              	
                 

              
	
                SW6B

              	 	
                $

              	
                5,310,039.300

              	 	 	
                (3)

              	
                 

              
	
                SW7A

              	 	
                $

              	
                5,122,432.840

              	 	 	
                (2)

              	
                 

              
	
                SW7B

              	 	
                $

              	
                5,122,432.840

              	 	 	
                (3)

              	
                 

              
	
                SW8A

              	 	
                $

              	
                4,941,452.570

              	 	 	
                (2)

              	
                 

              
	
                SW8B

              	 	
                $

              	
                4,941,452.570

              	 	 	
                (3)

              	
                 

              
	
                SW9A

              	 	
                $

              	
                4,766,864.520

              	 	 	
                (2)

              	
                 

              
	
                SW9B

              	 	
                $

              	
                4,766,864.520

              	 	 	
                (3)

              	
                 

              
	
                SW10A

              	 	
                $

              	
                4,598,442.990

              	 	 	
                (2)

              	
                 

              
	
                SW10B

              	 	
                $

              	
                4,598,442.990

              	 	 	
                (3)

              	
                 

              
	
                SW11A

              	 	
                $

              	
                4,435,970.210

              	 	 	
                (2)

              	
                 

              
	
                SW11B

              	 	
                $

              	
                4,435,970.210

              	 	 	
                (3)

              	
                 

              
	
                SW12A

              	 	
                $

              	
                4,279,236.135

              	 	 	
                (2)

              	
                 

              
	
                SW12B

              	 	
                $

              	
                4,279,236.135

              	 	 	
                (3)

              	
                 

              
	
                SW13A

              	 	
                $

              	
                4,876,995.520

              	 	 	
                (2)

              	
                 

              
	
                SW13B

              	 	
                $

              	
                4,876,995.520

              	 	 	
                (3)

              	
                 

              
	
                SW14A

              	 	
                $

              	
                4,673,387.680

              	 	 	
                (2)

              	
                 

              
	
                SW14B

              	 	
                $

              	
                4,673,387.680

              	 	 	
                (3)

              	
                 

              
	
                SW15A

              	 	
                $

              	
                4,478,278.195

              	 	 	
                (2)

              	
                 

              
	
                SW15B

              	 	
                $

              	
                4,478,278.195

              	 	 	
                (3)

              	
                 

              
	
                SW16A

              	 	
                $

              	
                4,291,312.435

              	 	 	
                (2)

              	
                 

              


      

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      
        	
                SW16B

              	 	
                $

              	
                4,291,312.435

              	 	 	
                (3)

              	
                 

              
	
                SW17A

              	 	
                $

              	
                4,112,150.560

              	 	 	
                (2)

              	
                 

              
	
                SW17B

              	 	
                $

              	
                4,112,150.560

              	 	 	
                (3)

              	
                 

              
	
                SW18A

              	 	
                $

              	
                3,940,466.895

              	 	 	
                (2)

              	
                 

              
	
                SW18B

              	 	
                $

              	
                3,940,466.895

              	 	 	
                (3)

              	
                 

              
	
                SW19A

              	 	
                $

              	
                3,775,949.365

              	 	 	
                (2)

              	
                 

              
	
                SW19B

              	 	
                $

              	
                3,775,949.365

              	 	 	
                (3)

              	
                 

              
	
                SW20A

              	 	
                $

              	
                3,618,298.925

              	 	 	
                (2)

              	
                 

              
	
                SW20B

              	 	
                $

              	
                3,618,298.925

              	 	 	
                (3)

              	
                 

              
	
                SW21A

              	 	
                $

              	
                3,467,228.990

              	 	 	
                (2)

              	
                 

              
	
                SW21B

              	 	
                $

              	
                3,467,228.990

              	 	 	
                (3)

              	
                 

              
	
                SW22A

              	 	
                $

              	
                3,322,464.935

              	 	 	
                (2)

              	
                 

              
	
                SW22B

              	 	
                $

              	
                3,322,464.935

              	 	 	
                (3)

              	
                 

              
	
                SW23A

              	 	
                $

              	
                3,183,743.605

              	 	 	
                (2)

              	
                 

              
	
                SW23B

              	 	
                $

              	
                3,183,743.605

              	 	 	
                (3)

              	
                 

              
	
                SW24A

              	 	
                $

              	
                3,050,812.815

              	 	 	
                (2)

              	
                 

              
	
                SW24B

              	 	
                $

              	
                3,050,812.815

              	 	 	
                (3)

              	
                 

              
	
                SW25A

              	 	
                $

              	
                3,408,008.150

              	 	 	
                (2)

              	
                 

              
	
                SW25B

              	 	
                $

              	
                3,408,008.150

              	 	 	
                (3)

              	
                 

              
	
                SW26A

              	 	
                $

              	
                3,242,110.640

              	 	 	
                (2)

              	
                 

              
	
                SW26B

              	 	
                $

              	
                3,242,110.640

              	 	 	
                (3)

              	
                 

              
	
                SW27A

              	 	
                $

              	
                3,084,287.320

              	 	 	
                (2)

              	
                 

              
	
                SW27B

              	 	
                $

              	
                3,084,287.320

              	 	 	
                (3)

              	
                 

              
	
                SW28A

              	 	
                $

              	
                2,934,145.270

              	 	 	
                (2)

              	
                 

              
	
                SW28B

              	 	
                $

              	
                2,934,145.270

              	 	 	
                (3)

              	
                 

              
	
                SW29A

              	 	
                $

              	
                2,791,310.710

              	 	 	
                (2)

              	
                 

              
	
                SW29B

              	 	
                $

              	
                2,791,310.710

              	 	 	
                (3)

              	
                 

              
	
                SW30A

              	 	
                $

              	
                2,655,428.045

              	 	 	
                (2)

              	
                 

              
	
                SW30B

              	 	
                $

              	
                2,655,428.045

              	 	 	
                (3)

              	
                 

              
	
                SW31A

              	 	
                $

              	
                2,526,158.965

              	 	 	
                (2)

              	
                 

              
	
                SW31B

              	 	
                $

              	
                2,526,158.965

              	 	 	
                (3)

              	
                 

              
	
                SW32A

              	 	
                $

              	
                2,447,668.740

              	 	 	
                (2)

              	
                 

              
	
                SW32B

              	 	
                $

              	
                2,447,668.740

              	 	 	
                (3)

              	
                 

              
	
                SW33A

              	 	
                $

              	
                2,284,027.855

              	 	 	
                (2)

              	
                 

              
	
                SW33B

              	 	
                $

              	
                2,284,027.855

              	 	 	
                (3)

              	
                 

              
	
                SW34A

              	 	
                $

              	
                2,172,835.475

              	 	 	
                (2)

              	
                 

              
	
                SW34B

              	 	
                $

              	
                2,172,835.475

              	 	 	
                (3)

              	
                 

              
	
                SW35A

              	 	
                $

              	
                2,643,452.015

              	 	 	
                (2)

              	
                 

              
	
                SW35B

              	 	
                $

              	
                2,643,452.015

              	 	 	
                (3)

              	
                 

              
	
                SW36A

              	 	
                $

              	
                1,938,411.195

              	 	 	
                (2)

              	
                 

              
	
                SW36B

              	 	
                $

              	
                1,938,411.195

              	 	 	
                (3)

              	
                 

              
	
                SW37A

              	 	
                $

              	
                1,844,039.105

              	 	 	
                (2)

              	
                 

              
	
                SW37B

              	 	
                $

              	
                1,844,039.105

              	 	 	
                (3)

              	
                 

              
	
                SW38A

              	 	
                $

              	
                1,754,260.615

              	 	 	
                (2)

              	
                 

              


      

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      
        	
                SW38B

              	 	
                $

              	
                1,754,260.615

              	 	 	
                (3)

              	
                 

              
	
                SW39A

              	 	
                $

              	
                1,668,852.190

              	 	 	
                (2)

              	
                 

              
	
                SW39B

              	 	
                $

              	
                1,668,852.190

              	 	 	
                (3)

              	
                 

              
	
                SW40A

              	 	
                $

              	
                1,587,601.125

              	 	 	
                (2)

              	
                 

              
	
                SW40B

              	 	
                $

              	
                1,587,601.125

              	 	 	
                (3)

              	
                 

              
	
                SW41A

              	 	
                $

              	
                1,510,305.105

              	 	 	
                (2)

              	
                 

              
	
                SW41B

              	 	
                $

              	
                1,510,305.105

              	 	 	
                (3)

              	
                 

              
	
                SW42A

              	 	
                $

              	
                1,436,771.650

              	 	 	
                (2)

              	
                 

              
	
                SW42B

              	 	
                $

              	
                1,436,771.650

              	 	 	
                (3)

              	
                 

              
	
                SW43A

              	 	
                $

              	
                1,366,817.630

              	 	 	
                (2)

              	
                 

              
	
                SW43B

              	 	
                $

              	
                1,366,817.630

              	 	 	
                (3)

              	
                 

              
	
                SW44A

              	 	
                $

              	
                1,300,268.850

              	 	 	
                (2)

              	
                 

              
	
                SW44B

              	 	
                $

              	
                1,300,268.850

              	 	 	
                (3)

              	
                 

              
	
                SW45A

              	 	
                $

              	
                1,236,959.575

              	 	 	
                (2)

              	
                 

              
	
                SW45B

              	 	
                $

              	
                1,236,959.575

              	 	 	
                (3)

              	
                 

              
	
                SW46A

              	 	
                $

              	
                1,176,732.130

              	 	 	
                (2)

              	
                 

              
	
                SW46B

              	 	
                $

              	
                1,176,732.130

              	 	 	
                (3)

              	
                 

              
	
                SW47A

              	 	
                $

              	
                1,119,436.540

              	 	 	
                (2)

              	
                 

              
	
                SW47B

              	 	
                $

              	
                1,119,436.540

              	 	 	
                (3)

              	
                 

              
	
                SW48A

              	 	
                $

              	
                1,149,086.125

              	 	 	
                (2)

              	
                 

              
	
                SW48B

              	 	
                $

              	
                1,149,086.125

              	 	 	
                (3)

              	
                 

              
	
                SW49A

              	 	
                $

              	
                1,008,987.145

              	 	 	
                (2)

              	
                 

              
	
                SW49B

              	 	
                $

              	
                1,008,987.145

              	 	 	
                (3)

              	
                 

              
	
                SW50A

              	 	
                $

              	
                959,857.130

              	 	 	
                (2)

              	
                 

              
	
                SW50B

              	 	
                $

              	
                959,857.130

              	 	 	
                (3)

              	
                 

              
	
                SW51A

              	 	
                $

              	
                913,118.850

              	 	 	
                (2)

              	
                 

              
	
                SW51B

              	 	
                $

              	
                913,118.850

              	 	 	
                (3)

              	
                 

              
	
                SW52A

              	 	
                $

              	
                902,364.200

              	 	 	
                (2)

              	
                 

              
	
                SW52B

              	 	
                $

              	
                902,364.200

              	 	 	
                (3)

              	
                 

              
	
                SW53A

              	 	
                $

              	
                861,431.370

              	 	 	
                (2)

              	
                 

              
	
                SW53B

              	 	
                $

              	
                861,431.370

              	 	 	
                (3)

              	
                 

              
	
                SW54A

              	 	
                $

              	
                782,691.490

              	 	 	
                (2)

              	
                 

              
	
                SW54B

              	 	
                $

              	
                782,691.490

              	 	 	
                (3)

              	
                 

              
	
                SW55A

              	 	
                $

              	
                767,642.450

              	 	 	
                (2)

              	
                 

              
	
                SW55B

              	 	
                $

              	
                767,642.450

              	 	 	
                (3)

              	
                 

              
	
                SW56A

              	 	
                $

              	
                882,594.205

              	 	 	
                (2)

              	
                 

              
	
                SW56B

              	 	
                $

              	
                882,594.205

              	 	 	
                (3)

              	
                 

              
	
                SW57A

              	 	
                $

              	
                1,755,370.690

              	 	 	
                (2)

              	
                 

              
	
                SW57B

              	 	
                $

              	
                1,755,370.690

              	 	 	
                (3)

              	
                 

              
	
                SW58A

              	 	
                $

              	
                11,882,479.115

              	 	 	
                (2)

              	
                 

              
	
                SW58B

              	 	
                $

              	
                11,882,479.115

              	 	 	
                (3)

              	
                 

              
	
                SW-R

              	 	 	
                (4)

              	
                 

              	 	
                (4)

              	
                 

              


      

    

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (1) The
      interest rate on the Class SW-Z Interest shall be a per annum rate equal to
      the
      Pool 1 Net WAC.

     

    (2) For
      any
      Distribution Date, the interest rate on each SWAP REMIC Regular Interest ending
      with the designation “A” shall be a per annum rate equal to 2 times the Pool 1
      Net WAC, subject to a maximum rate of 2 times the REMIC Swap Rate for such
      Distribution Date.

     

    (3) For
      any
      Distribution Date, the interest rate on each SWAP REMIC Regular Interest ending
      with the designation “B” shall be a per annum rate equal to the greater of (x)
      the excess, if any, of (i) 2 times the Pool 1 Net WAC over (ii) 2 times the
      REMIC Swap Rate for such Distribution Date and (y) 0.00%.

     

    (4) The
      Class
      SW-R Interest shall have no principal amount and shall bear no interest. It
      shall be represented by the Class R-I Certificate.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    REMIC
      I-1

     

    The
      following table sets forth (or describes) the Class designation, interest rate,
      and initial principal amount for each Class of REMIC I-1 Interests.

     

    
      	 	 	 	 	 	 	
              Corresponding

            
	
              Class

            	 	 	 	
              Initial
                Class

            	 	
              Class
                of

            
	
              Designation

            	 	
              Interest
                Rate

            	 	
              Principal
                Amount

            	 	
              Certificates

            
	 	 	 	 	 	 	 
	
              LTI1-1A1

            	 	
              (1)

            	 	
              (2)

            	 	
              1-A1
                

            
	
              LTI1-1A2

            	 	
              (1)

            	 	
              (2)

            	 	
              1-A2

            
	
              LTI1-M1

            	 	
              (1)

            	 	
              (2)

            	 	
              M-1

            
	
              LTI1-M2

            	 	
              (1)

            	 	
              (2)

            	 	
              M-2

            
	
              LTI1-M3

            	 	
              (1)

            	 	
              (2)

            	 	
              M-3

            
	
              LTI1-M4

            	 	
              (1)

            	 	
              (2)

            	 	
              M-4

            
	
              LTI1-M5

            	 	
              (1)

            	 	
              (2)

            	 	
              M-5

            
	
              LTI1-M6

            	 	
              (1)

            	 	
              (2)

            	 	
              M-6

            
	
              LTI1-M7

            	 	
              (1)

            	 	
              (2)

            	 	
              M-7

            
	
              LTI1-X

            	 	
              (1)

            	 	
              (3)

            	 	
              N/A

            
	
              LTI1-IO

            	 	
              (4)

            	 	
              (4)

            	 	
              N/A

            
	
              LTI1-R

            	 	
              (5)

            	 	
              (5)

            	 	
              N/A

            


    

    


    (1) The
      interest rate with respect to any Distribution Date (and the related Accrual
      Period) for each of these REMIC I-1 Interests is a per annum rate equal to
      the
      weighted average of the interest rates on the SWAP REMIC Regular Interests
      for
      such Distribution Date, provided however, that for any Distribution Date on
      which the Class LTI1-IO Interest is entitled to a portion of interest accruals
      on a SWAP REMIC Regular Interest ending with a designation “A” as described in
      footnote 4 below, such weighted average shall be computed by first subjecting
      the rate on such SWAP REMIC Regular Interest to a cap equal to Swap LIBOR for
      such Distribution Date.


    (2) The
      initial principal amount for each of these REMIC I-1 Interests equals 50% of
      the
      initial principal amount of the Corresponding Class of
      Certificates.


    (3) This
      interest shall have an initial principal balance equal to the excess of (i)
      the
      Aggregate Loan Balance for Pool 1 as of the Cut-off Date over (ii) the aggregate
      initial principal balance of the REMIC I-1 Marker Classes.


    (4) The
      Class
      LTI1-IO Interest is an interest-only class that does not have a principal
      balance. For only those Distribution Dates listed in the first column of the
      table below, the Class LTI1-IO shall be entitled to interest accrued on the
      SWAP
      REMIC Regular Interest listed in the second column below at a per annum rate
      equal to the excess, if any, of (i) the interest rate for such SWAP REMIC
      Regular Interest for such Distribution Date over (ii) Swap LIBOR for such
      Distribution Date.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	
              Distribution
                Date

            	
              SWAP
                REMIC Regular Interest

            
	 	 
	
              2

            	
              Class
                SW2A

            
	
              2-3

            	
              Class
                SW3A

            
	
              2-4

            	
              Class
                SW4A

            
	
              2-5

            	
              Class
                SW5A

            
	
              2-6

            	
              Class
                SW6A

            
	
              2-7

            	
              Class
                SW7A

            
	
              2-8

            	
              Class
                SW8A

            
	
              2-9

            	
              Class
                SW9A

            
	
              2-10

            	
              Class
                SW10A

            
	
              2-11

            	
              Class
                SW11A

            
	
              2-12

            	
              Class
                SW12A

            
	
              2-13

            	
              Class
                SW13A

            
	
              2-14

            	
              Class
                SW14A

            
	
              2-15

            	
              Class
                SW15A

            
	
              2-16

            	
              Class
                SW16A

            
	
              2-17

            	
              Class
                SW17A

            
	
              2-18

            	
              Class
                SW18A

            
	
              2-19

            	
              Class
                SW19A

            
	
              2-20

            	
              Class
                SW20A

            
	
              2-21

            	
              Class
                SW21A

            
	
              2-22

            	
              Class
                SW22A

            
	
              2-23

            	
              Class
                SW23A

            
	
              2-24

            	
              Class
                SW24A

            
	
              2-25

            	
              Class
                SW25A

            
	
              2-26

            	
              Class
                SW26A

            
	
              2-27

            	
              Class
                SW27A

            
	
              2-28

            	
              Class
                SW28A

            
	
              2-29

            	
              Class
                SW29A

            
	
              2-30

            	
              Class
                SW30A

            
	
              2-31

            	
              Class
                SW31A

            
	
              2-32

            	
              Class
                SW32A

            
	
              2-33

            	
              Class
                SW33A

            
	
              2-34

            	
              Class
                SW34A

            
	
              2-35

            	
              Class
                SW35A

            
	
              2-36

            	
              Class
                SW36A

            
	
              2-37

            	
              Class
                SW37A

            
	
              2-38

            	
              Class
                SW38A

            
	
              2-39

            	
              Class
                SW39A

            
	
              2-40

            	
              Class
                SW40A

            
	
              2-41

            	
              Class
                SW41A

            
	
              2-42

            	
              Class
                SW42A

            
	
              2-43

            	
              Class
                SW43A

            
	
              2-44

            	
              Class
                SW44A

            
	
              2-45

            	
              Class
                SW45A

            
	
              2-46

            	
              Class
                SW46A

            
	
              2-47

            	
              Class
                SW47A

            
	
              2-48

            	
              Class
                SW48A

            
	
              2-49

            	
              Class
                SW49A

            
	
              2-50

            	
              Class
                SW50A

            
	
              2-51

            	
              Class
                SW51A

            
	
              2-52

            	
              Class
                SW52A

            
	
              2-53

            	
              Class
                SW53A

            
	
              2-54

            	
              Class
                SW54A

            
	
              2-55

            	
              Class
                SW55A

            
	
              2-56

            	
              Class
                SW56A

            
	
              2-57

            	
              Class
                SW57A

            
	
              2-58

            	
              Class
                SW58A

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      	
              (5)

            	
              The
                Class LTI1-R Interest is the sole Class of residual interest in REMIC
                I-1.
                It does not have an interest rate or a principal balance.
                It
                shall be represented by the Class R-I
                Certificate.

            


    

     

    REMIC
      I-2

     

    The
      following table sets forth (or describes) the Class designation, interest rate,
      and initial principal amount for each Class of REMIC I-2 Interests.

     

    
      	
              Class

            	 	
              Interest

            	 	
              Initial
                Class

            	 	
              Class
                of Related

            	 
	
              Designation

            	 	
              Rate

            	 	
              Principal
                Amount

            	 	
              Certificates

            	 
	 	 	 	 	 	 	 	 
	
              LTI2-1A1

            	 	 	
              (1)

            	
               

            	
              $

            	
              306,256,000

            	 	 	
              1-A1
                

            	 
	
              LTI2-1A2

            	 	 	
              (1)

            	
               

            	
              $

            	
              34,028,000

            	 	 	
              1-A2

            	 
	
              LTI2-M1

            	 	 	
              (1)

            	
               

            	
              $

            	
              7,374,000

            	 	 	
              M-1

            	 
	
              LTI2-M2

            	 	 	
              (1)

            	
               

            	
              $

            	
              1,798,000

            	 	 	
              M-2

            	 
	
              LTI2-M3

            	 	 	
              (1)

            	
               

            	
              $

            	
              1,798,000

            	 	 	
              M-3

            	 
	
              LTI2-M4

            	 	 	
              (1)

            	
               

            	
              $

            	
              1,798,000

            	 	 	
              M-4

            	 
	
              LTI2-M5

            	 	 	
              (1)

            	
               

            	
              $

            	
              2,158,000

            	 	 	
              M-5

            	 
	
              LTI2-M6

            	 	 	
              (1)

            	
               

            	
              $

            	
              1,798,000

            	 	 	
              M-6

            	 
	
              LTI2-M7

            	 	 	
              (1)

            	
               

            	
              $

            	
              1,798,000

            	 	 	
              M-7

            	 
	
              Uncertificated
                Class 1-X Interest 

            	 	 	
              (2)

            	
               

            	 	
              (2)

            	
               

            	 	
              N/A

            	 
	
              LTI2-IO

            	 	 	
              (3)

            	
               

            	 	
              (3)

            	
               

            	 	
              N/A

            	 
	
              Residual
                I Interest

            	 	 	
              (4)

            	
               

            	 	
              (4)

            	
               

            	 	
              N/A

            	 


    

    


    (1) The
      interest rate with respect to any Distribution Date (and the related Accrual
      Period) for each of these REMIC I-2 Interests is a per annum rate equal to
      the
      Certificate Interest Rate for the Related Certificates, provided that in lieu
      of
      the Pool 1 Net Funds Cap set forth in the applicable Certificate Interest Rate,
      the Pool 1 Net Rate (as adjusted, in the case of any such REMIC I-2 Interest
      the
      Class of Related Certificates of which accrues interest on the basis of a
      360-day year consisting of twelve 30-day months, to reflect accruals on the
      basis of a 360-day year consisting of twelve 30-day months) shall be
      used.

     

    (2) The
      Uncertificated Class 1-X Interest shall have an initial principal balance equal
      to $903,468.46. The Uncertificated Class 1-X Interest shall accrue interest
      on a
      notional balance equal to the Class 1-X Notional Balance at a rate equal to
      the
      Class 1-X Interest Rate. The Uncertificated Class 1-X Interest shall be
      represented by the Class 1-X Certificates.

     

    (3) The
      Class
      LTI2-IO Interest shall have no principal amount and will not have an interest
      rate, but will be entitled to 100% of the interest accrued with respect to
      the
      Class LTI1-IO 

    Interest.
      The Class LTI2-IO Interest shall be represented by the Class S-X
      Certificates.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    (4) The
      Residual Interest is the sole Class of residual interest in REMIC I-2. It does
      not have an interest rate or a principal balance.

    


    Pool
      2 REMICs


     

    REMIC
      II-1

     

    REMIC
      II-1 shall hold as its assets all rights related to Pool 2 (other than rights
      to
      Prepayment Penalty Amounts). 

     

    Each
      of
      the Pool 2 Certificates (other than the Class R-II Certificates) is referred
      to
      herein as a REMIC II-1 Regular Interest and is hereby designated as a regular
      interest in REMIC II-1. The Class LTII1-R Interest is hereby designated as
      the
      sole class of residual interest in REMIC II-1. The Class LTII1-R Interest shall
      be represented by the Class R Certificate. The entitlement of the Class R-II
      Certificate to payments of principal and interest shall be attributable to
      its
      representation of the Class LTII1-R Interest.

    


    The
      REMIC
      II-1 Regular Interests and the Class LTII1-R Interest are referred to herein
      as
      the REMIC II-1 Interests.

     

    Solely
      for purposes of the REMIC Provisions, the Class 2-AX Certificates shall
      represent a “specified portion” of the interest on the Pool 2 AX Mortgage Loans
      disregarding the portion of the Funding Amount that is otherwise treated as
      a
      Pool 2 AX Mortgage Loan. Such “specified portion” shall accrue at a per annum
      rate equal to the excess of (i) the Net WAC for Pool 2 over (ii) (A) for the
      first Distribution Date, the excess of (I) the Net WAC for Pool 2 over (II)
      the
      product of (x) 0.504624811% and (y) a fraction the numerator of which is the
      aggregate Scheduled Principal Balance of the Pool 2 AX Mortgage Loans as of
      the
      Cut-off Date (including the portion of the Funding Amount that is treated as
      a
      Pool 2 AX Mortgage Loan) and the denominator of which is the aggregate Scheduled
      Principal Balance of the Pool 2 AX Mortgage Loans as of the Cut-off Date
      (disregarding the portion of the Funding Amount that is otherwise treated as
      a
      Pool 2 AX Mortgage Loan) and (B) for all other Distribution Dates on which
      the
      Class 2-AX Certificates are entitled to interest payments, the excess of (I)
      the
      Net WAC for Pool 2 over (II) 0.504624811%.

    


    All
      calculations of interest on each regular interest in the SWAP REMIC, REMIC
      I-1
      and REMIC I-2 will be made on an “actual/360” basis. All calculations of
      interest on each regular interest in REMIC II-1 will be made on a “30/360”
basis.

    


    The
      Certificates

     

    The
      following table specifies the Class designation, Certificate Interest Rate
      or
      initial Class Principal Amount or Class Notional Amount, and minimum
      denomination (by dollar amount or Percentage Interest) for each Class of
      Certificates or Class Notional Amount, representing the interests in the Trust
      Fund created hereunder.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    


    
      	
               

               

              Class
                Designation

            	 	
               

              Certificate
                

              Interest
                Rate

            	 	
              Initial
                Class Principal Amount or Class Notional
                Amount

            	 	
               

              Minimum
                Denomination

            	 
	 	 	 	 	 	 	 	 
	
              Class
                1-A1

            	 	 	
              (1)

            	
              
                 

              

            	
              $

            	
              306,256,000

            	 	
              $

            	
              25,000

            	 
	
              Class
                1-A2

            	 	 	
              (2)

            	
               

            	
              $

            	
              34,028,000

            	 	
              $

            	
              25,000

            	 
	
              Class
                2-A1

            	 	 	
              (3)

            	
               

            	
              $

            	
              183,966,000

            	 	
              $

            	
              25,000

            	 
	
              Class
                2-A2

            	 	 	
              (3)

            	
               

            	
              $

            	
              11,368,000

            	 	
              $

            	
              25,000

            	 
	
              Class
                2-AX

            	 	 	
              (3)

            	
               

            	
              $

            	
              132,080,924

            	 	
              $

            	
              1,000,000

            	 
	
              Class
                2-PAX

            	 	 	
              (3)

            	
               

            	
              $

            	
              74,621,943

            	 	
              $

            	
              1,000,000

            	 
	
              Class
                M-1

            	 	 	
              (4)

            	
               

            	
              $

            	
              7,374,000

            	 	
              $

            	
              25,000

            	 
	
              Class
                M-2

            	 	 	
              (5)

            	
               

            	
              $

            	
              1,798,000

            	 	
              $

            	
              25,000

            	 
	
              Class
                M-3

            	 	 	
              (6)

            	
               

            	
              $

            	
              1,798,000

            	 	
              $

            	
              25,000

            	 
	
              Class
                M-4

            	 	 	
              (7)

            	
               

            	
              $

            	
              1,798,000

            	 	
              $

            	
              25,000

            	 
	
              Class
                M-5

            	 	 	
              (8)

            	
               

            	
              $

            	
              2,158,000

            	 	
              $

            	
              25,000

            	 
	
              Class
                M-6

            	 	 	
              (9)

            	
               

            	
              $

            	
              1,798,000

            	 	
              $

            	
              25,000

            	 
	
              Class
                M-7

            	 	 	
              (10)

            	
               

            	
              $

            	
              1,798,000

            	 	
              $

            	
              25,000

            	 
	
              Class
                B1-II 

            	 	 	
              (3)

            	
               

            	
              $

            	
              4,857,000

            	 	
              $

            	
              100,000

            	 
	
              Class
                B2-II 

            	 	 	
              (3)

            	
               

            	
              $

            	
              2,170,000

            	 	
              $

            	
              100,000

            	 
	
              Class
                B3-II 

            	 	 	
              (3)

            	
               

            	
              $

            	
              1,653,000

            	 	
              $

            	
              100,000

            	 
	
              Class
                B4-II 

            	 	 	
              (3)

            	
               

            	
              $

            	
              1,033,000

            	 	
              $

            	
              250,000

            	 
	
              Class
                B5-II 

            	 	 	
              (3)

            	
               

            	
              $

            	
              930,000

            	 	
              $

            	
              250,000

            	 
	
              Class
                B6-II 

            	 	 	
              (3)

            	
               

            	
              $

            	
              725,767

            	 	
              $

            	
              250,000

            	 
	
              Class
                R-II

            	 	 	
              (3)

            	
               

            	
              $

            	
              100

            	 	
              $

            	
              100

            	 
	
              Class
                P-I

            	 	 	
              (11)

            	
               

            	 	
              (11)

            	
               

            	 	
              25

            	
              %

            
	
              Class
                P-II

            	 	 	
              (12)

            	
               

            	 	
              (12)

            	
               

            	 	
              25

            	
              %

            
	
              Class
                1-X 

            	 	 	
              (13)

            	
               

            	 	
              (13)

            	
               

            	 	
              25

            	
              %

            
	
              Class
                R-I 

            	 	 	
              (14)

            	
               

            	 	
              (14)

            	
               

            	 	
              100

            	
              %

            
	
              Class
                C-X

            	 	 	
              (15)

            	
               

            	 	
              (15)

            	
               

            	 	
              25

            	
              %

            
	
              Class
                S-X

            	 	 	
              (16)

            	
               

            	 	
              (16)

            	
               

            	 	
              25

            	
              %

            
	
              Class
                C

            	 	 	
              (17)

            	
               

            	 	
              (17)

            	
               

            	 	
              25

            	
              %

            


    

    
       

      
        

      

    

    
      	
              (1)

            	
              For
                any Distribution Date, the Certificate Interest Rate on the Class
                1-A1
                Certificates shall be a per annum rate equal to the lesser of (i)
                LIBOR
                plus 0.160% (the “1-A1 Margin”) and (ii) the Pool 1 Net Funds Cap for such
                Distribution Date; provided, that if the Mortgage Loans and related
                property are not purchased pursuant to Section 7.01(b) on the Initial
                Optional Termination Date, then with respect to each subsequent
                Distribution Date the per annum rate calculated pursuant to clause
                (i)
                above with respect to the Class 1-A1 Certificates will be LIBOR plus
                0.320%.

            


    

    


    
      	
              (2)

            	
              For
                any Distribution Date, the Certificate Interest Rate on the Class
                1-A2
                Certificates shall be a per annum rate equal to the lesser of (i)
                LIBOR
                plus 0.230% (the “1-A2 Margin”) and (ii) the Pool 1 Net Funds Cap for such
                Distribution Date; provided, that if the Mortgage Loans and related
                property are not purchased pursuant to Section 7.01(b) on the Initial
                Optional Termination Date, then with respect to each subsequent
                Distribution Date the per annum rate calculated pursuant to clause
                (i)
                above with respect to the Class 1-A2 Certificates will be LIBOR plus
                0.460%.

            


    

    


    
      	
              (3)

            	
              For
                any Distribution Date, the Certificate Interest Rate on the Class
                2-A1,
                Class 2-A2, Class R-II, Class B1-II, Class B2-II, Class B3-II, Class
                B4-II, Class B5-II and Class B6-II Certificates shall be a per annum
                rate
                equal to the Net WAC for pool 2 less 0.504624811% for each distribution
                date on or prior to the distribution date in November 2016. Beginning
                with
                the distribution date in December 2016 and for each distribution
                date
                thereafter, the Certificate Interest Rate for the Class 2-A1, Class
                2-A2,
                Class R-II, Class B1-II, Class B2-II, Class B3-II, Class B4-II, Class
                B5-II and Class B6-II Certificates shall be a per annum rate equal
                to the
                Net WAC for Pool 2 for such Distribution Date. For any Distribution
                Date
                on or prior to the Distribution Date in November 2016, the Certificate
                Interest Rate for the Class 2-AX and 2-PAX Certificates shall be
                0.504624811%. Thereafter, the Class 2-AX and Class 2-PAX Certificates
                will
                not accrue interest and will not be entitled to any distributions
                related
                to subsequent Distribution Dates. For any Distribution Date, the
                Class
                Notional Amount of the Class 2-AX Certificates will be equal to the
                total
                Scheduled Principal Balance of the Pool 2 AX Mortgage Loans as of
                the
                beginning of the related Due Period. For any Distribution Date, the
                Class
                Notional Amount of the Class 2-PAX Certificates will be equal to
                the total
                Scheduled Principal Balance of the Pool 2 PAX Mortgage Loans as of
                the
                beginning of the related Due Period. The initial Class Notional Amount
                of
                the Class 2-AX Certificates is approximately $132,080,924. The initial
                Class Notional Amount of the Class 2-PAX Certificates is approximately
                $74,621,943. 

            


    

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    
      	
              (4)

            	
              For
                any Distribution Date, the Certificate Interest Rate on the Class
                M-1
                Certificates shall be a per annum rate equal to the lesser of (i)
                LIBOR
                plus 0.280% (the “M-1 Margin”) and (ii) the Pool 1 Net Funds Cap for such
                Distribution Date; provided, that if the Mortgage Loans and related
                property are not purchased pursuant to Section 7.01(b) on the Initial
                Optional Termination Date, then with respect to each subsequent
                Distribution Date the per annum rate calculated pursuant to clause
                (i)
                above with respect to the Class M-1 Certificates will be LIBOR plus
                0.420%.

            


    

    


    
      	
              (5)

            	
              For
                any Distribution Date, the Certificate Interest Rate on the Class
                M-2
                Certificates shall be a per annum rate equal to the lesser of (i)
                LIBOR
                plus 0.320% (the “M-2 Margin”) and (ii) the Pool 1 Net Funds Cap for such
                Distribution Date; provided, that if the Mortgage Loans and related
                property are not purchased pursuant to Section 7.01(b) on the Initial
                Optional Termination Date, then with respect to each subsequent
                Distribution Date the per annum rate calculated pursuant to clause
                (i)
                above with respect to the Class M-2 Certificates will be LIBOR plus
                0.480%.

            


    

    


    
      	
              (6)

            	
              For
                any Distribution Date, the Certificate Interest Rate on the Class
                M-3
                Certificates shall be a per annum rate equal to the lesser of (i)
                LIBOR
                plus 0.370% (the “M-3 Margin”) and (ii) the Pool 1 Net Funds Cap for such
                Distribution Date; provided, that if the Mortgage Loans and related
                property are not purchased pursuant to Section 7.01(b) on the Initial
                Optional Termination Date, then with respect to each subsequent
                Distribution Date the per annum rate calculated pursuant to clause
                (i)
                above with respect to the Class M-3 Certificates will be LIBOR plus
                0.555%.

            


    

    


    
      	
              (7)

            	
              For
                any Distribution Date, the Certificate Interest Rate on the Class
                M-4
                Certificates shall be a per annum rate equal to the lesser of (i)
                LIBOR
                plus 0.390% (the “M-4 Margin”) and (ii) the Pool 1 Net Funds Cap for such
                Distribution Date; provided, that if the Mortgage Loans and related
                property are not purchased pursuant to Section 7.01(b) on the Initial
                Optional Termination Date, then with respect to each subsequent
                Distribution Date the per annum rate calculated pursuant to clause
                (i)
                above with respect to the Class M-4 Certificates will be LIBOR plus
                0.585%.

            


    

    


    
      	
              (8)

            	
              For
                any Distribution Date, the Certificate Interest Rate on the Class
                M-5
                Certificates shall be a per annum rate equal to the lesser of (i)
                LIBOR
                plus 0.550% (the “M-5 Margin”) and (ii) the Pool 1 Net Funds Cap for such
                Distribution Date; provided, that if the Mortgage Loans and related
                property are not purchased pursuant to Section 7.01(b) on the Initial
                Optional Termination Date, then with respect to each subsequent
                Distribution Date the per annum rate calculated pursuant to clause
                (i)
                above with respect to the Class M-5 Certificates will be LIBOR plus
                0.825%.

            


    

    


    
      	
              (9)

            	
              For
                any Distribution Date, the Certificate Interest Rate on the Class
                M-6
                Certificates shall be a per annum rate equal to the lesser of (i)
                LIBOR
                plus 0.850% (the “M-6 Margin”) and (ii) the Pool 1 Net Funds Cap for such
                Distribution Date; provided, that if the Mortgage Loans and related
                property are not purchased pursuant to Section 7.01(b) on the Initial
                Optional Termination Date, then with respect to each subsequent
                Distribution Date the per annum rate calculated pursuant to clause
                (i)
                above with respect to the Class M-6 Certificates will be LIBOR plus
                1.275%.

            


    

    


    
      	
              (10)

            	
              For
                any Distribution Date, the Certificate Interest Rate on the Class
                M-7
                Certificates shall be a per annum rate equal to the lesser of (i)
                LIBOR
                plus 1.750% (the “M-7 Margin”) and (ii) the Pool 1 Net Funds Cap for such
                Distribution Date; provided, that if the Mortgage Loans and related
                property are not purchased pursuant to Section 7.01(b) on the Initial
                Optional Termination Date, then with respect to each subsequent
                Distribution Date the per annum rate calculated pursuant to clause
                (i)
                above with respect to the Class M-7 Certificates will be LIBOR plus
                2.625%.

            


    

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    
      	
              (11)

            	
              The
                Class P-I Certificates will be entitled to receive Prepayment Penalty
                Amounts paid by borrowers upon voluntary full or partial prepayment
                of the
                Mortgage Loans in Pool 1.

            


    

    


    
      	(12)	
              The
                Class P-II Certificates will be entitled to receive Prepayment Penalty
                Amounts paid by borrowers upon voluntary full or partial prepayment
                of the
                Mortgage Loans in Pool 2.

            


    

    


    
      	(13)	
              The
                Class 1-X Certificates shall have an initial principal balance of
                $903,468.46. For each Distribution Date, the Class 1-X Certificate
                shall
                be entitled to the Class 1-X Current Interest. Unpaid interest on
                the
                Class 1-X Certificates shall not itself bear
                interest.

            


    

    


    
      	
              (14)

            	
              The
                Class R-I Certificate will be issued without a Certificate Principal
                Amount and will not bear interest at a stated rate. The Class R-I
                Certificate represents ownership of the residual interest in REMIC
                I-2, as
                well as ownership of the Class SW-R Interest and Class LTI1-R
                Interest.

            


    

    


    
      	(15)	
              For
                purposes of the REMIC Provisions, the Class C-X Certificate shall
                represent beneficial ownership of the Pool 1 Interest Rate Cap
                Agreement.

            


    

    


    
      	(16)	
              The
                Class S-X Certificates shall represent an interest-only regular interest
                in REMIC I-2 and shall represent beneficial ownership of the Supplemental
                Interest Trust Account, including the Swap Agreement.
                

            


    

    


    
      	(17)	
              The
                Class C Certificates will be issued without a Certificate Principal
                Amount
                and will not bear interest at a stated rate. The Class C Certificates
                shall be entitled to receive all reinvestment income on amounts on
                deposit
                in the Class 1-X Account and amounts on deposit in the Class 1-X
                Account
                on the Distribution Date as described herein as provided in Section
                5.12.

            


    

     

    As
      of the
      Cut-off Date, the Mortgage Loans had an aggregate Scheduled Principal Balance
      of
      $566,412,335.87.

     

    For
      purposes hereof, each pool of Mortgage Loans constitutes a fully separate and
      distinct sub-trust.

     

    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).

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

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

     

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

     

    Accretion
      Directed Certificate:
      Not
      applicable.

     

    Accretion
      Termination Date:
      Not
      applicable.

     

    Accrual
      Amount:
      Not
      applicable.

     

    Accrual
      Certificate:
      Not
      applicable.

     

    Accrual
      Component:
      Not
      applicable.

     

    Accrual
      Period:
      With
      respect to any Distribution Date and for each Class of Pool 1 Certificates,
      the
      period beginning with the immediately preceding Distribution Date (or from
      December 25, 2006 in the case of the first Distribution Date) and ending the
      day
      immediately preceding the related Distribution Date. With respect to any
      Distribution Date and for each Class of Pool 2 Certificates, the calendar month
      immediately preceding the month in which the related Distribution Date occurs.
      All calculations of interest on each class of Pool 1 Certificates will be made
      on the basis of a 360 day year and the actual number of days in the related
      Accrual Period. All calculations of interest on each class of Pool 2
      Certificates will be made on the basis of a 360-day year and twelve 30-day
      months.

     

    Accrued
      Certificate Interest:
      As to
      any Class of Pool 2 Certificates and any Distribution Date, the amount of
      interest accrued at its Certificate Interest Rate during the related Accrual
      Period on (in the case of each Class other than any Class of Notional
      Certificates) the related Class Principal Amount immediately prior to such
      Distribution Date or, in the case of any Class of Notional Certificates, the
      Class Notional Amount for such Distribution Date, as reduced by such Class’s
      share of the interest portion of (i) any Excess Losses for the related Mortgage
      Pool or Mortgage Pools for such Distribution Date and (ii) any Relief Act
      Reduction for the related Mortgage Pool or Mortgage Pools for such Distribution
      Date, in each case allocable among the Senior Certificates of the related
      Certificate Group and the related Subordinate Certificates proportionately
      based
      on the Accrued Certificate Interest otherwise distributable thereon. All
      calculations of interest on each Class of Pool 2 Certificates shall be
      calculated on the basis of a 360-day year consisting of twelve 30-day months.
      The interest shall accrue during the related Accrual Period.

     

    Act:
      As
      defined in Section 3.03(c).

     

    Additional
      Collateral:
      None.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    Additional
      Collateral Servicing Agreement:
      None.

     

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

     

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

     

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

     

    Additional
      Termination Event:
      As
      defined in the Swap Agreement.

     

    Advance:
      An
      advance of the aggregate of payments of principal and interest, (net of the
      applicable Master Servicing Fee, in the event that an advance is made by Master
      Servicer, and the applicable Servicing Fee), on one or more 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
      a
      Servicer or by the Master Servicer on behalf of a Servicer (or by the Trustee
      as
      successor master servicer in accordance with Section 6.14) pursuant to Section
      5.04.

     

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

     

    Affected
      Party:
      As
      defined in the Swap Agreement.

     

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

     

    Aggregate
      Master Servicing Compensation:
      Not
      applicable.

     

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

     

    Aggregate
      Subordinate Percentage:
      Not
      applicable.

     

    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.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    AP
      Percentage:
      Not
      applicable.

     

    AP
      Principal Distribution Amount:
      Not
      applicable.

     

    Applicants:
      As
      defined in Section 8.02(b).

     

    Apportioned
      Principal Balance:
      Not
      applicable.

     

    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.

     

    Associated
      Mortgage Loan:
      Not
      applicable.

     

    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.

     

    Aurora:
      Aurora
      Loan Services LLC or its successors in interest, in its capacity as a
      Servicer.

     

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

     

    Authorized
      Officer:
      Not
      applicable.

     

    Available
      Basis Risk Amount:
      Not
      Applicable.

     

    Available
      Distribution Amount:
      As to
      each Mortgage Pool and on any Distribution Date, the sum of the following
      amounts:

     

    (i) the
      total
      amount of all cash received by the Master Servicer through the Remittance Date
      applicable to each Servicer and deposited with the Trustee by the Master
      Servicer by the Deposit Date for such Distribution Date on the Mortgage Loans
      of
      such Mortgage Pool (including proceeds of any Insurance Policy and any other
      credit support relating to such Mortgage Loans and including any Subsequent
      Recovery), plus all Advances made by the Master Servicer or any Servicer (or
      the
      Trustee, solely in its capacity as successor Master Servicer) for such
      Distribution Date and Mortgage Pool, any Compensating Interest Payment for
      such
      date and Mortgage Pool, any amounts received with respect to any Additional
      Collateral, if any, or any surety bond, if any, related thereto and any amounts
      paid by any Servicer in respect of Prepayment Interest Shortfalls in respect
      of
      the related Mortgage Loans for such date, but not including:

     

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

     

    
      
        
        

      

      
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    (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, Subsequent
      Recoveries and Insurance Proceeds, received by the Master Servicer after the
      applicable Prepayment Period;

     

    (E) all
      fees
      and amounts due or reimbursable to the Master Servicer, the Trustee (or its
      custodian), the Custodian or a Servicer pursuant to the terms of this Agreement,
      the applicable Custodial Agreement or the applicable Servicing Agreement related
      specifically to such Mortgage Pool or if applicable to all Mortgage Pools,
      then
      the pro rata portion of any such amounts based on the Pool Balance of such
      Mortgage Pool and the Aggregate Principal Balance;

     

    (F) [Reserved];

     

    (G) [Reserved];

     

    (H) Prepayment
      Interest Excess, to the extent not offset by Prepayment Interest Shortfalls;
      and

     

    (ii) any
      other
      payment made by the Master Servicer, any Servicer, the Trustee, (solely as
      successor master servicer) the Seller, the Depositor, or any other Person with
      respect to such Distribution Date (including the Purchase Price or PPTL Purchase
      Price with respect to any Mortgage Loan purchased by the Seller, the Depositor
      or any other Person).

     

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

     

    Balloon
      Mortgage Loan:
      Not
      applicable.

     

    Balloon
      Payment:
      Not
      applicable.

     

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

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    Bankruptcy
      Coverage Termination Date:
      As to
      Pool 2, the Distribution Date on which the applicable Bankruptcy Loss Limit
      has
      been reduced to zero (or less than zero).

     

    Bankruptcy
      Loss Limit:
      As of
      the Cut-off Date, $100,000 for Pool 2, which amounts shall each be reduced
      from
      time to time by the amount of Bankruptcy Losses that are allocated to the
      related Certificates until the applicable Bankruptcy Coverage Termination
      Date.

     

    Bankruptcy
      Losses:
      With
      respect to the Mortgage Loans in the related Mortgage Pool, 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 Payment:
      With
      respect to any Distribution Date, the excess, if any, of (A) the sum of (1)
      any
      Basis Risk Shortfall for such Distribution Date and (2) any Unpaid Basis Risk
      Shortfall for such Distribution Date less any proceeds received under the Pool
      1
      Interest Rate Cap Agreement to the extent payable pursuant to Section
      5.02(e)(iv)(A) for such Distribution Date over (B) the amount of payments of
      Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls made pursuant to Section
      5.02(f)(vi) for such Distribution Date. The amount of the Basis Risk Payment
      for
      any Distribution Date, however, cannot exceed the amount of Monthly Excess
      Cashflow that would be distributable to the Class 1-X Certificate pursuant
      to
      Section 5.02(e) hereof on such Distribution Date (as determined under the
      definition of “Class 1-X Distributable Amount” without regard to the Basis Risk
      Payment for such Distribution Date).

     

    Basis
      Risk Shortfall Protected Certificate:
      Not
      applicable.

     

    Basis
      Risk Shortfall:
      With
      respect to any Distribution Date and the Pool 1 Certificates, the amount by
      which the amount of interest calculated at the Certificate Interest Rate
      applicable to such Class for such date, determined without regard to the Pool
      1
      Net Funds Cap for such date, exceeds the amount of interest calculated at the
      Pool 1 Net Funds Cap.

     

    Blanket
      Mortgage:
      Not
      applicable.

     

    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 table in the Preliminary Statement entitled “The
      Certificates,” other than the Class R, Class C, Class 1-X, Class C-X, Class S-X,
      and Class P Certificates, will 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, Minnesota, Maryland, 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 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.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    Cap
      Counterparty:
      Lehman
      Brothers Special Financing Inc.

     

    Carryforward
      Interest:
      For any
      class of Pool 1 Certificates and any Distribution Date, the sum of (1) the
      amount, if any, by which (x) the sum of (A) Current Interest for such class
      for
      the immediately preceding Distribution Date and (B) any unpaid Carryforward
      Interest for such class from previous Distribution Dates exceeds (y) the amount
      distributed in respect of interest on such class on such immediately preceding
      Distribution Date and (2) interest on such amount for the related Accrual Period
      at the applicable Certificate Interest Rate.

     

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

     

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

     

    Certificate
      Group:
      The
      Pool 1 Senior Certificates (which are related to Pool 1) and the Pool 2 Senior
      Certificates (which are related to Pool 2), as applicable.

     

    Certificate
      Interest Rate:
      With
      respect to each Class of Certificates and any Distribution Date, the applicable
      per annum rate specified or determined as provided in the Preliminary Statement
      hereto.

     

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

     

    Certificate
      Principal Amount:
      With
      respect to any Pool 1 Certificate other than a Notional 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 (plus, in
      the
      case of any Negative Amortization Certificate, any Deferred Interest allocated
      thereto on previous Distribution Dates, and plus, in the case of any Accrual
      Certificate, its Percentage Interest of any related Accrual Amount for each
      previous Distribution Date), less the amount of all amounts previously
      distributed on that Certificate in respect of principal prior to such
      Distribution Date, as further reduced by any Pool 1 Applied Loss Amount
      previously allocated hereto; provided, however, that on each Distribution Date
      on which a Subsequent Recovery is distributed, the Certificate Principal Amount
      of any class of Pool 1 Certificates whose Certificate Principal Amount has
      previously been reduced by application of a Pool 1 Applied Loss Amount will
      be
      increased, in order of seniority, by an amount (to be applied pro rata to all
      Certificates of such class) equal to the lesser of (1) any Deferred Amount
      for
      each such class immediately prior to such Distribution Date and (2) the total
      amount of any Subsequent Recovery distributed on such Distribution Date to
      such
      Certificateholders, after application (for this purpose) to any more senior
      classes of such Certificates. With respect to any Pool 2 Certificate other
      than
      a Notional 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 (plus, in the case of any Negative Amortization
      Certificate, any Deferred Interest allocated thereto on previous Distribution
      Dates, and plus, in the case of any Accrual Certificate, its Percentage Interest
      of any related Accrual Amount for each previous Distribution Date), as reduced
      by the amount of all principal distributions previously made with respect to
      such Certificate, and all Realized Losses allocated to such Certificate and,
      in
      the case of a Subordinate Certificate, any Subordinate Certificate Writedown
      Amount allocated to such Certificates; provided,
      however, that on any Distribution Date on which a Subsequent Recovery for a
      Mortgage Pool in Pool 2 is distributed, the Certificate Principal Amount of
      any
      Class of related 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 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 offset by any
      Subsequent Recovery pursuant to this proviso and (ii) the total amount of any
      Subsequent Recovery for such Mortgage Pool distributed on such date to
      Certificateholders (as
      reduced (x) by increases in the Certificate Principal Amount of more senior
      Classes of Certificates related to such Mortgage Pool on such Distribution
      Date
      and (y) to reflect a proportionate amount of what would (but for this clause
      (y)
      have been the increases in the Certificate Principal Amount of Classes of
      Certificates related to such Mortgage Pool of equal seniority on such
      Distribution Date). 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.

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

    Class:
      All
      Certificates bearing the same class designation, and, in the case of each REMIC,
      all interests bearing the same designation.

     

    Class
      1-X Account:
      An
      account established as part of the Trust Fund pursuant to Section 5.12 of this
      Agreement but which is not an asset of any of the REMICs for the benefit of
      the
      Class 1-X Certificates.

     

    Class
      1-X Account Termination Date:
      The
      Distribution Date in December 2009.

     

    Class
      1-X Current Interest: For
      any
      Distribution Date, the interest accrued during the related Accrual Period on
      the
      Class 1-X Notional Balance at the Class 1-X Interest Rate.

     

    Class
      1-X Distributable Amount:
      On any
      Distribution Date, the excess of (i) the sum of (x) $903,468.46 and (y) the
      aggregate Class 1-X Current Interest for such Distribution Date and all prior
      Distribution Dates over (ii) the sum of (w) the aggregate payments in respect
      of
      Excess Interest for such Distribution Date and all prior Distribution Dates,
      (x)
      all prior distributions to the Class 1-X Certificate under Section 5.02(e)(vii)
      hereof and (y) all payments treated as distributed by REMIC I-2 to the Class
      1-X
      Certificates then paid to the Class S-X Certificateholder as described in
      Section 10.01(o)(ii).

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    Class
      1-X Interest Rate:
      For any
      Distribution Date, the excess of (i) the weighted average of the interest rates
      on the REMIC I-1 Regular Interests (other than the Class LTI1-IO Interest)
      over
      (ii) two times the weighted average of the interest rates on the REMIC I-1
      Regular Interests (other than the Class LTI1-IO Interest) (treating for purposes
      of this clause (ii) the interest rate on each of the REMIC I-1 Marker Classes
      as
      being capped at the interest rate of the Related REMIC I-2 Interest of the
      Corresponding Classes of Certificates (as adjusted, if necessary, to reflect
      accruals on the basis of the actual number of days in the Accrual Period for
      the
      LIBOR Certificates) and treating the interest rate on the Class LTI1-X Interest
      as capped at zero). The average described in the preceding sentence shall be
      weighted on the basis of the respective principal balances of the REMIC I-1
      Regular Interests immediately prior to such Distribution Date.

     

    Class
      1-X Notional Balance:
      With
      respect to any Distribution Date (and the related Accrual Period), the aggregate
      principal balance of the REMIC I-1 Regular Interests (other than the Class
      LTI1-IO Interest) immediately prior to such Distribution Date.

     

    Class
      AP Certificate:
      None.

     

    Class
      AP Deferred Amount:
      Not
      applicable.

     

    Class
      B Certificate:
      Any
      Class B1-II, Class B2-II, Class B3-II, Class B4-II, Class B5-II and Class B6-II
      Certificate.

     

    Class
      C Distributable Amount:
      For
      each Distribution Date on and prior to the Distribution Date occurring on the
      Class 1-X Account Termination Date, an amount equal to the lesser of (a)
      aggregate investment earnings on the Class 1-X Account for the related
      Collection Period and (b) the amount on deposit in the Class 1-X Account on
      such
      Distribution Date, after taking into account any payments made from the Class
      1-X Account on such Distribution Date to the Class 1-X Certificates. On the
      Distribution Date occurring on the Class 1-X Account Termination Date, an amount
      equal to the entire amount remaining on deposit in the Class 1-X Account after
      making the payments set forth in the preceding sentence.

     

    Class
      C Mortgage Loan:
      Any
      Mortgage Loan which has become a Liquidated Mortgage Loan on or prior to the
      Collection Period ending on December 1, 2009.

     

    Class
      I Shortfalls:
      As
      defined in Section 10.01(o)(ii) hereof.

     

    Class
      Notional Amount:
      With
      respect to each Class of Notional Certificates the applicable class notional
      amount calculated as provided in the Preliminary Statement hereto.

     

    Class
      P Certificate:
      Any
      Class P-I and P-II Certificate.

     

    Class
      Percentage:
      With
      respect to each Class of 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 Class Principal
      Amounts of all Certificates related to the same Mortgage Group immediately
      prior
      to such date.

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    Class
      Principal Amount:
      With
      respect to each Class of Certificates other than any Class of Notional
      Certificates or the Class R-I, Class 1-X, Class C-X, Class S-X and Class P
      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, Class R-I, Class 1-X, Class C-X, Class S-X
      and
      Class P Certificates, zero.

     

    Class
      R Certificate:
      Any
      Class R-I and Class R-II Certificate.

     

    Class
      R-I Certificate:
      The
      Class R-I Certificate executed by the Trustee, and authenticated and delivered
      by the Certificate Registrar, substantially in the form annexed hereto as
      Exhibit A and evidencing the ownership of the sole class of residual interest
      in
REMIC
      I-2
      as well as ownership of the Class LTI1-R Interest in REMIC I-1 and the Class
      SW-R Interest in the SWAP REMIC.

    


    Class
      R-II Certificate:
      The
      Class R-II Certificate executed by the Trustee, and authenticated and delivered
      by the Certificate Registrar, substantially in the form annexed hereto as
      Exhibit A and evidencing the ownership of the sole class of residual interest
      in
REMIC
      II-1.

    


    Clearing
      Agency:
      An
      organization registered as a “clearing agency” pursuant to Section 17A of the
      Securities Exchange Act of 1934, as amended. 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, société anonyme, and any successor thereto.

     

    Closing
      Date:
      December 29, 2006.

     

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

     

    Collateral
      Account:
      A
      separate account that may be established and maintained by the Trustee pursuant
      to Section 5.09.

     

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

     

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

     

    Commission:
      The
      Securities and Exchange Commission.

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    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:
      Not
      applicable.

     

    Component
      Certificate:
      Not
      applicable.

     

    Component
      Notional Amount:
      Not
      applicable.

     

    Component
      Principal Amount:
      Not
      applicable.

     

    Component
      Writedown Amount:
      Not
      applicable.

     

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

     

    Conventional
      Loan:
      Not
      applicable.

     

    Converted
      Mortgage Loan:
      Not
      applicable.

     

    Convertible
      Mortgage Loan:
      Not
      applicable.

     

    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.

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    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 of the Trustee
      located at Corporate Trust Services, One Federal Street, Third Floor, Boston,
      Massachusetts 02110, Attention: SARM 2006-12, or at such other address as the
      Trustee may designate from time to time by notice to the Certificateholders,
      the
      Depositor, the Master Servicer or the principal corporate trust office of any
      successor Trustee.

     

    Corresponding
      Class:
      The
      Class of Certificates that corresponds to a class of Lower Tier Interests in
      REMIC I-1 and as described in the Preliminary Statement.

     

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

     

    Credit
      Support Depletion Date:
      The
      Distribution Date on which, after giving effect to all distributions on such
      date, the aggregate Certificate Principal Amount of the Pool 2 Subordinate
      Certificates is reduced to zero.

     

    Credit
      Support Percentage:
      As to
      any Class of Subordinate Certificates (other than the lowest ranking Class)
      and
      any Distribution Date, the sum of the Class Percentages of all Classes of
      Certificates that rank lower in priority than such Class (without giving effect
      to distributions on such date).

     

    Current
      Interest:
      For any
      Pool 2 Certificates and any Distribution Date, the aggregate amount of interest
      accrued at the applicable Certificate Interest Rate during the related Accrual
      Period on the Class Principal Amount of such Class immediately prior to such
      Distribution Date. 

     

    Custodial
      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 a Custodial Agreement, and any
      successor thereto. The initial Custodians are Deutsche Bank National Trust
      Company, LaSalle Bank National Association, U.S. Bank National Association
      and
      Wells Fargo Bank, N.A.

     

    Cut-off
      Date:
      December 1, 2006.

     

    Cut-off
      Date Aggregate Principal Balance:
      Not
      applicable.

     

    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. The principal portion
      of Debt Service Reductions will not be allocated in reduction of the Certificate
      Principal Amounts of any Certificates.

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    Defaulting
      Party:
      As
      defined in the Swap Agreement.

     

    Deferred
      Amount:
      For
      each Distribution Date and for each class of Pool 1 Certificates, the amount
      by
      which the aggregate of Pool 1 Applied Loss Amounts previously applied in
      reduction of the Class Principal Amount thereof exceeds (y) the sum of (1)
      the
      aggregate of amounts previously distributed in reimbursement thereof and (2)
      the
      amount by which the Class Principal Amount of such class has been increased
      due
      to any Subsequent Recovery.

     

    Deferred
      Interest:
      None.

     

    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
      Loan REMIC:
      Not
      Applicable.

     

    Deleted
      Loan REMIC Interest:
      Not
      Applicable.

     

    Deleted
      Loan REMIC Regular Interest:
      Not
      Applicable.

     

    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.

     

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

     

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

     

    Designated
      Rate:
      Not
      applicable.

     

    Determination
      Date:
      With
      respect to each Distribution Date, the Remittance Date immediately preceding
      such Distribution Date.

     

    Direct
      Obligations:
      As
      defined in the definition of Eligible Investments.

     

    Discount
      Mortgage Loan:
      None.

     

    Disqualified
      Organization:
      Either
      (i) the United States, (ii) any state or political subdivision thereof, (iii)
      any foreign government, (iv) any international organization, (v) any agency
      or
      instrumentality of any of the foregoing, (vi) any tax-exempt organization (other
      than a cooperative described in section 521 of the Code) which is exempt from
      the tax imposed by Chapter 1 of the Code unless such organization is subject
      to
      the tax imposed by section 511 of the Code, (vii) any organization described
      in
      section 1381(a)(2)(C) of the Code, (viii) any “electing large partnership”
described in section 775 of the Code, or (ix) any other entity designated as
      a
      Disqualified Organization by relevant legislation amending the REMIC Provisions
      and in effect at or proposed to be effective as of the time of the
      determination. In addition, a corporation will not be treated as an
      instrumentality of the United States or of any state or political subdivision
      thereof if all of its activities are subject to tax and, with the exception
      of
      the Federal Home Loan Mortgage Corporation, a majority of its board of directors
      is not selected by such governmental unit.

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    Distressed
      Mortgage Loan:
      Any
      Mortgage Loan which is more than 90 days delinquent or for which the Servicer
      has accepted a deed in lieu of foreclosure.

     

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

     

    DTC:
      The
      Depository Trust Company.

     

    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 in a manner acceptable to the Trustee, any NIMS Insurer and
      the
      Rating Agencies. Eligible Accounts may bear interest.

     

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

     

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

     

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

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    (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 either Rating Agency;

     

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

     

    (vi) a
      Qualified GIC;

     

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

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

    (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) approved by the NIMS Insurer
      ,
      (A) rated in the highest rating category by each Rating Agency (if rated by
      such
      Rating Agency) or (B) that would not adversely affect the then current rating
      by
      either Rating Agency of any of the Certificates or the NIM Securities and has
      a
      short term rating of at least “A-1” or its equivalent by each Rating Agency.
      Such investments in this subsection (viii) may include money market mutual
      funds
      or common trust funds, including any fund for which U.S. Bank National
      Association, in its capacity other than as Trustee, the Master Servicer or
      an
      affiliate thereof serves as an investment advisor, administrator, shareholder
      servicing agent, and/or custodian or subcustodian, notwithstanding that (i)
      U.S.
      Bank National Association, the Trustee, the Master Servicer or any Affiliate
      thereof charges and collects fees and expenses from such funds for services
      rendered, (ii) U.S. Bank National Association, the Trustee, the Master Servicer,
      or any Affiliate thereof charges and collects fees and expenses for services
      rendered pursuant to this Agreement, and (iii) services performed for such
      funds
      and pursuant to this Agreement may converge at any time. U.S. Bank National
      Association or an Affiliate thereof is hereby 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 (x) 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 and (y) each such investment must be a “permitted
      investment” within the meaning of Section 860G(a)(5) of the Code.

     

    ERISA:
      The
      Employee Retirement Income Security Act of 1974, as amended, and as it may
      be
      further amended from time to time, any successor statutes thereto, and
      applicable U.S. Department of Labor regulations issued pursuant thereto in
      temporary or final form.

     

    ERISA-Qualifying
      Underwriting:
      A best
      efforts or firm commitment underwriting or private placement that would satisfy
      the requirements of the Underwriter’s Exemption, except, in relevant part, for
      the requirement that the certificates have received a rating at the time of
      acquisition that is in one of the three (or four, in the case of a “designated
      transaction”) highest generic rating categories by at least one of the Rating
      Agencies.

     

    ERISA-Restricted
      Certificate:
      Any
      Class P-I, Class P-II, Class B4-II, Class B5-II or Class B6-II Certificate
      and
      any other Certificate, as long as the acquisition and holding of such
      Certificate is not covered by and exempt under the Underwriter’s
      Exemption.

     

    ERISA-Restricted
      Swap Certificate:
      Any
      Pool 1 Certificate.

     

    
      
        
        

      

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

     

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

     

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

     

    Excess
      Interest:
      On any
      Distribution Date, for each Class of Pool 1 Certificates, the excess, if any,
      of
      (1) the amount of interest such Class of Certificates is entitled to receive
      on
      such Distribution Date (other than amounts received from proceeds of the Swap
      Agreement or the Pool 1 Interest Rate Cap Agreement) over (2) the amount of
      interest such Class of Certificates would have been entitled to receive on
      such
      Distribution Date at an interest rate equal to the REMIC Pass-Through
      Rate.

     

    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.

     

    Excess
      REMIC Payments:
      Not
      applicable.

     

    Exchange
      Act:
      The
      Securities 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.

     

    Extended
      Period:
      As
      defined in Section 10.04(b).

     

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

     

    FHLMC:
      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.

     

    Final
      Scheduled Distribution Date:
      For the
      Certificates (except the Class 2-AX and Class 2-PAX Certificates), the
      Distribution Date in January, 2037. For the Class 2-AX and Class 2-PAX
      Certificates, the Distribution Date in November 2016.

     

    Financial
      Intermediary:
      Not
      applicable.

     

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

     

    FNMA:
      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.

     

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

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

     

    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 the
      related Mortgage Loan, as reported by the applicable Servicer to the Master
      Servicer.

     

    Fraud
      Loss Limit:
      With
      respect to any Distribution Date (x) prior to the first anniversary of the
      Cut-off Date, $4,134,057.35 for Pool 2, less the aggregate of Fraud Losses
      in
      Pool 2 since the Cut-off Date, (y) from the first anniversary to the fifth
      anniversary of the Cut-off Date, an amount equal to (1) the lesser of (a) the
      Fraud Loss Limit as of the most recent anniversary of the Cut-off Date and
      (b)
      1.00% of the aggregate principal balance of all the Mortgage Loans in Pool
      2 as
      of the most recent anniversary of the Cut-off Date less (2) the aggregate of
      Fraud Losses in Pool 2 since the most recent anniversary of the Cut-off Date.
      On
      or after the fifth anniversary of the Cut-off Date, the Fraud Loss Limit shall
      be zero.

     

    Funding
      Account:
      The
      account defined in Section 5.06 herein.

     

    Funding
      Amount:
      The
      amount paid by the Depositor to the Trustee for deposit into the Funding Account
      on the Closing Date pursuant to Section 5.06, which amount is $3,137,538.96.
      The
      Funding Amount is calculated as the scheduled principal balance as of the
      Cut-off Date of mortgage loans that were removed from Pool 1 prior to the
      Closing Date ($1,879,136.75), plus 30 days accrued interest on that amount
      ($10,273.18), and mortgage loans that were removed from Pool 2 prior to the
      Closing Date ($1,241,400.00) plus 30 days accrued interest on that amount
      ($6,729.03). For purposes of distributions to Certificateholders pursuant to
      Section 5.06, the Funding Amount with respect to Pool 1 shall equal a principal
      amount of $1,879,136.75 plus thirty (30) days accrued interest on such principal
      amount at the Net WAC for Pool 1 for the first Distribution Date and with
      respect to Pool 2 shall equal a principal amount of $1,241,400.00 plus thirty
      (30) days accrued interest on such principal amount at the Net WAC for Pool
      2
      for the first Distribution Date . To the extent that the total amount on deposit
      in the Funding Account exceeds the Funding Amount, such excess shall be
      distributed to the Depositor as described in Section 5.06.

    


    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.

     

    Grantor
      Trust:
      Each of
      the “grantor trusts” (within the meaning of the Grantor Trust Provisions)
      described in Section 10.01 herein.

     

    Grantor
      Trust Assets:
      Any
      Prepayment Penalty Amounts collected with respect to Pool 1 or Pool
      2.

     

    Grantor
      Trust Provisions:
      Subpart
      E of Subchapter J of the Code, including Treasury regulation section
      301.7701-4(c)(2).

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

     

    Group
      Subordinate Amount:
      With
      respect to Pool 2 and any Distribution Date, the excess, if any, of the Pool
      Balance of such Mortgage Pool for the immediately preceding Distribution Date
      (or in the case of the first Distribution Date, the aggregate Scheduled
      Principal Balance of the Mortgage Loans in such Mortgage Pool as of the Cut-off
      Date) over the sum of the aggregate of the Certificate Principal Amounts of
      the
      Senior Certificates of the related Certificate Group immediately prior to the
      related Distribution Date.

     

    Holder
      or
Certificateholder:
      The
      registered owner of any Certificate as recorded on the books of the Certificate
      Registrar except that, solely for the purposes of taking any action or giving
      any consent pursuant to this Agreement, any Certificate registered in the name
      of the Depositor, the Trustee, the Master Servicer, the Cap Counterparty, any
      Servicer, or any Affiliate thereof shall be deemed not to be outstanding in
      determining whether the requisite percentage necessary to effect any such
      consent has been obtained, except that, in determining whether the Trustee
      and
      any NIMS Insurer shall be protected in relying upon any such consent, only
      Certificates which a Responsible Officer of the Trustee knows to be so owned
      shall be disregarded. The Trustee and any NIMS Insurer may request and
      conclusively rely on certifications by the Depositor, the Master Servicer,
      any
      Servicer or the Cap Counterparty, in determining whether any Certificates are
      registered to an Affiliate of the Depositor, the Master Servicer, such Servicer
      or the Cap Counterparty, respectively.

     

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

     

    Indenture:
      An
      indenture relating to the issuance of notes secured by the Class 1-X
      Certificates (or any portion thereof) which may or may not be guaranteed by
      a
      NIMS Insurer.

     

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

     

    Initial
      LIBOR Rate:
      5.350%.

     

    Initial
      MTA Rate:
      Not
      applicable.

     

    Initial
      Net Mortgage Rate:
      Not
      applicable.

     

    Initial
      Senior Enhancement Percentage:
      5.50%
      for Pool 2.

     

    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.

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

     

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

     

    Interest
      Distribution Amount:
      Not
      applicable.

     

    Interest
      Remittance Amount:
      For any
      Distribution Date and Pool 1, an amount equal to (a) the sum of (1) all interest
      collected (other than Payaheads) or advanced in respect of Scheduled Payments
      on
      the Mortgage Loans in Pool 1 during the related Collection Period by the
      Servicers, the Master Servicer or the Trustee (solely in its capacity as
      successor master servicer) minus (x) the Servicing Fee with respect to such
      Mortgage Loans in Pool 1 and (y) previously unreimbursed Advances, unreimbursed
      servicing advances and other amounts due to the Master Servicer, the Servicers
      or the Trustee (solely in its capacity as successor master servicer) with
      respect to such Mortgage Loans in Pool 1, to the extent allocable to interest,
      (2) all Compensating Interest paid by the Servicers with respect to such
      Mortgage Loans in Pool 1 with respect to the related Prepayment Period (or
      in
      the case of Mortgage Loans serviced by Aurora, the related Collection Period),
      (3) the portion of any purchase price or Substitution Amount paid with respect
      to such Mortgage Loans in Pool 1 during the related Prepayment Period (or in
      the
      case of Mortgage Loans serviced by Aurora, the related Collection Period)
      allocable to interest and (4) all Net Liquidation Proceeds and any other
      recoveries collected with respect to such Mortgage Loans in Pool 1 during the
      related Prepayment Period (or in the case of Mortgage Loans serviced by Aurora,
      the related Collection Period), to the extent allocable to interest, as reduced
      by (b) any costs, expenses or liabilities related to such Mortgage Pool and
      reimbursable to the Master Servicer, any Servicer, the Custodians and the
      Trustee.

     

    Interest
      Shortfall:
      With
      respect to any Class of Certificates and any Distribution Date, any Accrued
      Certificate Interest not distributed (or added to principal) with respect to
      any
      previous Distribution Date, other than any Net Prepayment Interest
      Shortfalls.

     

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

     

    IRS:
      The
      Internal Revenue Service.

     

    Latest
      Possible Maturity Date:
      The
      Distribution Date in January 2037.

     

    Lehman
      Brothers Holdings:
      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.

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

     

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

     

    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
      Available Funds Cap:
      Not
      applicable.

     

    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
      Pool 1 Certificate.

     

    LIBOR
      Component:
      Not
      applicable.

     

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

     

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

     

    Liquidation
      Expenses:
      Expenses that are incurred by the Master Servicer or any 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
      (including any Additional Collateral) if the Mortgaged Property (including
      such
      Additional Collateral) is acquired in satisfaction of the Mortgage Loan,
      including any amounts remaining in the related Escrow Account.

     

    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    

     

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

     

    Losses:
      As
      defined in Section 10.03.

     

    Lower
      Tier Interest:
      Any of
      the SWAP REMIC Interests or REMIC I-1 Interests.

     

    M-1
      Principal Distribution Amount:
      For any
      Distribution Date, an amount equal, on or after the Pool 1 Stepdown Date and
      as
      long as a Pool 1 Trigger Event is not in effect with respect to such
      Distribution Date, to the amount, if any, by which (x) the sum of (i) the
      aggregate Class Principal Amount of the Pool 1 Senior Certificates, after giving
      effect to distributions on such Distribution Date, and (ii) the Class Principal
      Amount of the Class M-1 Certificates immediately prior to such Distribution
      Date
      exceeds (y) the M-1 Target Amount.

     

    M-1
      Target Amount:
      For any
      Distribution Date, an amount equal to the lesser of (a) the product of (1)
      93.10% and (2) the Pool Balance of Pool 1 for such Distribution Date determined
      as of the last day of the related Collection Period and (b) the amount, if
      any,
      by which (1) the Pool Balance of Pool 1 for such Distribution Date determined
      as
      of the last day of the related Collection Period exceeds (2) the Pool 1
      Overcollateralization Floor.

     

    M-2
      Principal Distribution Amount:
      For any
      Distribution Date, an amount equal, on or after the Pool 1 Stepdown Date and
      as
      long as a Pool 1 Trigger Event is not in effect with respect to such
      Distribution Date, to the amount, if any, by which (x) the sum of (i) the
      aggregate Class Principal Amount of the Pool 1 Senior Certificates and Class
      M-1
      Certificates, after giving effect to distributions on such Distribution Date,
      and (ii) the Class Principal Amount of the Class M-2 Certificates immediately
      prior to such Distribution Date exceeds (y) the M-2 Target Amount.

     

    M-2
      Target Amount:
      For any
      Distribution Date, an amount equal to the lesser of (a) the product of (1)
      94.10% and (2) the Pool Balance of Pool 1 for such Distribution Date determined
      as of the last day of the related Collection Period and (b) the amount, if
      any,
      by which (1) the Pool Balance of Pool 1 for such Distribution Date determined
      as
      of the last day of the related Collection Period exceeds (2) the Pool 1
      Overcollateralization Floor.

     

    M-3
      Principal Distribution Amount:
      For any
      Distribution Date, an amount equal, on or after the Pool 1 Stepdown Date and
      as
      long as a Pool 1 Trigger Event is not in effect with respect to such
      Distribution Date, to the amount, if any, by which (x) the sum of (i) the
      aggregate Class Principal Amount of the Pool 1 Senior Certificates and Class
      M-1
      and Class M-2 Certificates, after giving effect to distributions on such
      Distribution Date, and (ii) the Class Principal Amount of the Class M-3
      Certificates immediately prior to such Distribution Date exceeds (y) the M-3
      Target Amount.

     

    M-3
      Target Amount:
      For any
      Distribution Date, an amount equal to the lesser of (a) the product of (1)
      95.10% and (2) the Pool Balance of Pool 1 for such Distribution Date determined
      as of the last day of the related Collection Period and (b) the amount, if
      any,
      by which (1) the Pool Balance of Pool 1 for such Distribution Date determined
      as
      of the last day of the related Collection Period exceeds (2) the Pool 1
      Overcollateralization Floor.

     

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

     

    M-4
      Principal Distribution Amount:
      For any
      Distribution Date, an amount equal, on or after the Pool 1 Stepdown Date and
      as
      long as a Pool 1 Trigger Event is not in effect with respect to such
      Distribution Date, to the amount, if any, by which (x) the sum of (i) the
      aggregate Class Principal Amount of the Pool 1 Senior Certificates and Class
      M-1, Class M-2 and Class M-3 Certificates, after giving effect to distributions
      on such Distribution Date, and (ii) the Class Principal Amount of the Class
      M-4
      Certificates immediately prior to such Distribution Date exceeds (y) the M-4
      Target Amount.

     

    M-4
      Target Amount:
      For any
      Distribution Date, an amount equal to the lesser of (a) the product of (1)
      96.10% and (2) the Pool Balance of Pool 1 for such Distribution Date determined
      as of the last day of the related Collection Period and (b) the amount, if
      any,
      by which (1) the Pool Balance of Pool 1 for such Distribution Date determined
      as
      of the last day of the related Collection Period exceeds (2) the Pool 1
      Overcollateralization Floor.

     

    M-5
      Principal Distribution Amount:
      For any
      Distribution Date, an amount equal, on or after the Pool 1 Stepdown Date and
      as
      long as a Pool 1 Trigger Event is not in effect with respect to such
      Distribution Date, to the amount, if any, by which (x) the sum of (i) the
      aggregate Class Principal Amount of the Pool 1 Senior Certificates and Class
      M-1, Class M-2, Class M-3 and Class M-4 Certificates, after giving effect to
      distributions on such Distribution Date, and (ii) the Class Principal Amount
      of
      the Class M-5 Certificates immediately prior to such Distribution Date exceeds
      (y) the M-5 Target Amount.

     

    M-5
      Target Amount:
      For any
      Distribution Date, an amount equal to the lesser of (a) the product of (1)
      97.30% and (2) the Pool Balance of Pool 1 for such Distribution Date determined
      as of the last day of the related Collection Period and (b) the amount, if
      any,
      by which (1) the Pool Balance of Pool 1 for such Distribution Date determined
      as
      of the last day of the related Collection Period exceeds (2) the Pool 1
      Overcollateralization Floor.

     

    M-6
      Principal Distribution Amount:
      For any
      Distribution Date, an amount equal, on or after the Pool 1 Stepdown Date and
      as
      long as a Pool 1 Trigger Event is not in effect with respect to such
      Distribution Date, to the amount, if any, by which (x) the sum of (i) the
      aggregate Class Principal Amount of the Pool 1 Senior Certificates and Class
      M-1, Class M-2, Class M-3, Class M-4 and Class M-5 Certificates, after giving
      effect to distributions on such Distribution Date, and (ii) the Class Principal
      Amount of the Class M-6 Certificates immediately prior to such Distribution
      Date
      exceeds (y) the M-6 Target Amount.

     

    M-6
      Target Amount:
      For any
      Distribution Date, an amount equal to the lesser of (a) the product of (1)
      98.30% and (2) the Pool Balance of Pool 1 for such Distribution Date determined
      as of the last day of the related Collection Period and (b) the amount, if
      any,
      by which (1) the Pool Balance of Pool 1 for such Distribution Date determined
      as
      of the last day of the related Collection Period exceeds (2) the Pool 1
      Overcollateralization Floor.

     

    M-7
      Principal Distribution Amount:
      For any
      Distribution Date, an amount equal, on or after the Pool 1 Stepdown Date and
      as
      long as a Pool 1 Trigger Event is not in effect with respect to such
      Distribution Date, to the amount, if any, by which (x) the sum of (i) the
      aggregate Class Principal Amount of the Pool 1 Senior Certificates and Class
      M-1, Class M-2, Class M-3, Class M-4, Class M-5 and Class M-6 Certificates,
      after giving effect to distributions on such Distribution Date, and (ii) the
      Class Principal Amount of the Class M-7 Certificates immediately prior to such
      Distribution Date exceeds (y) the M-7 Target Amount.

     

    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    

     

    M-7
      Target Amount:
      For any
      Distribution Date, an amount equal to the lesser of (a) the product of (1)
      99.30% and (2) the Pool Balance of Pool 1 for such Distribution Date determined
      as of the last day of the related Collection Period and (b) the amount, if
      any,
      by which (1) the Pool Balance of Pool 1 for such Distribution Date determined
      as
      of the last day of the related Collection Period exceeds (2) the Pool 1
      Overcollateralization Floor.

     

    Maintenance:
      Not
      applicable.

     

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

     

    Master
      Servicing Fee Rate:
      With
      respect to each Mortgage Loan (other than any Participation), 0.000% per
      annum.

     

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

     

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

     

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

     

    Moody’s:
      Moody's
      Investors Services, 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
      100SM
      Loan:
      Not
      applicable.

     

    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
      Group:
      Not
      Applicable.

     

    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    

     

    Mortgage
      Loan:
      A
      Mortgage and the related notes or other evidences of indebtedness secured by
      each such Mortgage conveyed, transferred, sold, assigned to or deposited with
      the Trustee pursuant to Section 2.01 or Section 2.05, including without
      limitation, each Mortgage Loan listed on the Mortgage Loan Schedule, as amended
      from time to time. In addition, as used herein the term “Mortgage Loan” includes
      the Participations, except where otherwise specified or where the context
      requires otherwise.

     

    Mortgage
      Loan Sale Agreement:
      The
      agreement, dated as of December 1, 2006, for the sale of certain Mortgage Loans
      by Lehman Brothers Holdings 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.
      The
      Mortgage Loan Schedule shall include, among other information agreed upon by
      the
      Depositor, the Master Servicer, the applicable Servicer and the Trustee, data
      fields specifying the terms and method of calculation of any Prepayment Penalty
      Amount with respect to each Mortgage Loan. The Depositor shall be responsible
      for providing the Trustee and the Master Servicer with all amendments to the
      Mortgage Loan Schedule.

     

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

     

    Mortgage
      Pool:
      Any of
      Pool 1 or Pool 2.

     

    Mortgage
      Rate:
      As to
      any Mortgage Loan, the per annum rate at which interest accrues on such Mortgage
      Loan.

     

    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:
      Not
      applicable.

     

    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 and Servicing Fees received and
      retained in connection with the liquidation of such Mortgage Loan.

     

    Net
      Mortgage Rate:
      With
      respect to any Mortgage Loan, the Mortgage Rate thereof reduced by the sum
      of
      the applicable Master Servicing Fee Rate, Trustee Fee Rate, Servicing Fee Rate
      and any mortgage insurance premium rate (if applicable).

     

    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    

     

    Net
      Prepayment Interest Shortfall:
      With
      respect to any Deposit Date, the excess, if any, of any Prepayment Interest
      Shortfalls with respect to the Mortgage Loans in such Mortgage Pool for such
      date over the sum of any amounts paid by the applicable Servicer 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.

     

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

     

    Net
      WAC:
      With
      respect to each Mortgage Pool or portion thereof and any Distribution Date,
      the
      weighted average of Net Mortgage Rates of the Mortgage Loans in the related
      Mortgage Pool or portion thereof at the beginning of the related Due Period,
      weighted on the basis of their Scheduled Principal Balances at the beginning
      of
      the related Due Period.

     

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

     

    NIM
      Securities:
      Any net
      interest margin securities issued subsequent to the Closing Date by an owner
      trust or other special purpose entity, the principal assets of such trust or
      other entity including the Class 1-X and Class P-I Certificates and the payments
      received thereon, which principal assets back such securities.

     

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

     

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

     

    Non-AP
      Percentage:
      Not
      applicable.

     

    Non-AP
      Senior Certificate:
      Not
      applicable.

     

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

     

    Non-Discount
      Mortgage Loan:
      None.

     

    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 (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; or (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. Notwithstanding the last clause of the preceding sentence, to the extent
      provided in Treasury regulations, certain trusts in existence on August 20,
      1996, and treated as U.S. Persons prior to such date, may elect to continue
      to
      be U.S. Persons.

     

    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    

     

    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:
      The
      Class 2-AX and Class 2-PAX Certificates.

     

    Notional
      Component:
      Not
      applicable.

     

    Offering
      Document:
      Either
      of the private placement memorandum dated December 28, 2006 relating to the
      Class B4-II, Class B5-II and Class B6-II Certificates or the
      Prospectus.

     

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

     

    One-Year
      MTA:
      Not
      applicable.

     

    Opinion
      of Counsel:
      A
      written opinion of counsel, reasonably acceptable in form and substance to
      the
      Trustee, and who may be in-house or outside counsel to the Depositor, the Master
      Servicer or the applicable 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 any Class of Subordinate Certificates, the Credit Support Percentage
      with respect to such Class on the Closing Date.

     

    Original
      Group Subordinate Amount:
      As to
      Pool 2, the Group Subordinate Amount for such Mortgage Pool as of the first
      Distribution Date.

     

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

     

    Originators:
      the
      Bank, American Home Mortgage, Countrywide Home Loans, Inc., DHI Mortgage
      Company, E-Loan Mortgage, Freedom Mortgage Corporation, GreenPoint Mortgage
      Funding, Inc., Lehman Brothers Bank, FSB, Option One Mortgage Corporation,
      Platinum Community Bank, FSB, PHH Mortgage Corp., Plaza Home Mortgage Inc.
      and
      Residential Mortgage Capital and other banks, savings and loans associations
      and
      other mortgage lending institutions.

     

    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    

     

    Parent
      PowerSM
      Loan:
      Not
      applicable.

     

    Participation
      Agreement:
      Not
      applicable.

     

    Participation:
      Not
      applicable.

     

    Participation
      Schedule:
      Not
      applicable.

     

    Participation
      Master Servicer:
      Not
      applicable.

     

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

     

    PCAOB:
      The
      Public Company Accounting Oversight Board.

     

    Percentage
      Interest:
      With
      respect to any Certificate 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 or the Class 1-X,
      Class C-X, Class S-X, Class P and Class R Certificates, the Percentage Interest
      evidenced thereby shall equal the initial Certificate Principal Amount thereof
      divided by the initial Class Principal Amount of all Certificates of the same
      Class. With respect to any Notional Certificate and any Class 1-X, Class C-X,
      Class S-X, Class P and Class R Certificates, the Percentage Interest evidenced
      thereby shall be as specified on the face thereof.

     

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

     

    Permitted
      Transferee:
      As
      defined in Section 3.03(f).

     

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

     

    Plan:
      As
      defined in Section 3.03(d).

     

    Placement
      Agent:
      Lehman
      Brothers Inc.

     

    Plan
      Asset Regulations:
      Not
      applicable.

     

    Pledged
      Asset Loan-to-Value Ratio:
      Not
      applicable.

     

    Pledged
      Asset Mortgage Loan:
      Not
      applicable.

     

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

     

    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    

     

    Pool
      1
      Applied Loss Amount:
      For any
      Distribution Date, after giving effect to all Realized Losses incurred with
      respect to the Pool 1 Mortgage Loans during the related Collection Period and
      distributions of principal on such Distribution Date, the amount by which the
      aggregate Class Principal Amount of the Pool 1 Certificates exceeds the Pool
      Balance of the Pool 1 Mortgage Loans for such Distribution Date. 

     

    Pool
      1
      Basis Risk Reserve Fund:
      A
      reserve fund into which any amount of Pool 1 Monthly Excess Cashflow and any
      amounts received under the Pool 1 Interest Rate Cap Agreement are deposited
      in
      order to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls relating
      to
      the Pool 1 Certificates.

     

    Pool
      1
      Certificate:
      Any of
      the Class 1-A1, Class 1-A2, Class M-1, Class M-2, Class M-3, Class M-4, Class
      M-5, Class M-6 and Class M-7 Certificates.

     

    Pool
      1
      Cumulative Loss Trigger Event:
      A Pool
      1 Cumulative Loss Trigger Event will have occurred if on any Distribution Date,
      the fraction, expressed as a percentage, obtained by dividing (x) the aggregate
      amount of cumulative Realized Losses incurred on the Pool 1 Mortgage Loans
      from
      the Cut-off Date through the last day of the related Collection Period by (y)
      the Cut-off Date Balance of the Pool 1 Mortgage Loans, exceeds the following
      applicable percentages with respect to such Distribution Date:

     

    
      	
              Distribution
                Date

            	 	
              Loss
                Percentage

            
	
              January
                2009 through December 2009

            	 	
              0.35%
                for the first month plus an additional 1/12th of 0.15% for each month
                thereafter

            
	
              January
                2010 through December 2010

            	 	
              0.50%
                for the first month plus an additional 1/12th of 0.25% for each month
                thereafter

            
	
              January
                20011 through December 2012

            	 	
              0.75%
                for the first month plus an additional 1/12th of 0.25% for each month
                thereafter

            
	
              January
                2013 and thereafter

            	 	
              1.00%

            


    

     

    Pool
      1
      Delinquency Event:
      A
      Delinquency Event will have occurred if on any Distribution Date, the Pool
      1
      Rolling Three Month Delinquency Rate as of the last day of the immediately
      preceding month equals or exceeds 40% of the Pool 1 Senior Enhancement
      Percentage for such Distribution Date. 

     

    Pool
      1
      Delinquency Rate:
      For any
      month, the fraction, expressed as a percentage, the numerator of which is the
      aggregate outstanding principal balance of all Pool 1 Mortgage Loans which
      are
      60 or more days delinquent (including all foreclosures, bankruptcies and REO
      Properties) as of the close of business on the last day of such month, and
      the
      denominator of which is the Pool Balance for Pool 1 as of the close of business
      on the last day of such month.

     

    Pool
      1
      Initial Optional Termination Date:
      The
      Distribution Date following the month in which the Pool Balance for Pool 1
      initially declines to less than 10% of the Pool Balance for Pool 1 as of the
      Cut-off Date.

     

    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

    

     

    Pool
      1
      Interest Rate 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 Trust Fund, with
      the
      Cap Counterparty, for the benefit of the Pool 1 Certificates. 

     

    Pool
      1
      Monthly Excess Cashflow:
      For any
      Distribution Date, an amount equal to the sum of (i) the Pool 1 Monthly Excess
      Interest for such Distribution Date, (ii) the Pool 1 Overcollateralization
      Release Amount for such Distribution Date and (iii) any remaining Principal
      Distribution Amount for Pool 1 for such Distribution Date, available for
      distribution pursuant to Section 5.02(c)(i)(E) or Section 5.02(c)(ii)(K)
      hereof.

     

    Pool
      1
      Monthly Excess Interest:
      With
      respect to any Distribution Date, the amount of any Interest Remittance Amount
      for Pool 1 remaining after application pursuant to clauses (i) through (iv)
      of
      Section 5.02(b) on such date.

     

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

     

    Pool
      1
      Net Rate:
      The per
      annum rate set forth in footnote 1 to the description of REMIC I-1 in the
      Preliminary Statement hereto (such rate being based on the weighted average
      of
      the interest rates on the SWAP REMIC Regular Interests as adjusted and as set
      forth in such footnote).

     

    Pool
      1
      Net WAC:
      With
      respect to any Distribution Date (and the related Accrual Period), a per annum
      rate equal to (a) a fraction, expressed as a percentage, the numerator of which
      is the product of (i) the Optimal Interest Remittance Amount for Pool 1 for
      such
      date and (ii) 12, and the denominator of which is the Aggregate Loan Balance
      for
      Pool 1 as of the first day of the related Collection Period (not including
      for
      this purpose Mortgage Loans for which prepayments in full have been received
      and
      distributed in the month prior to that Distribution Date), multiplied by (b)
      a
      fraction, the numerator of which is 30 and the denominator of which is the
      actual number of days in the Accrual Period related to such Distribution
      Date.

     

    Pool
      1
      Optimal Interest Remittance Amount:
      For
      each Distribution Date, the product of (A) (x) the weighted average of the
      Net
      Mortgage Rates for the Pool 1 Mortgage Loans based on their Scheduled Principal
      Balances as of the first day of the related Collection Period divided by (y)
      12
      and (B) the Pool Balance for Pool 1 as of the first day of the related
      Collection Period (not including for this purpose Pool 1 Mortgage Loans for
      which prepayments in full have been received and distributed in the month prior
      to that Distribution Date).

     

    
      
        
        

      

      
        41

        
          

        

      

      
        
        

      

    

     

    Pool
      1
      Overcollateralization Amount:
      For any
      Distribution Date, the amount, if any, by which (x) the Pool Balance for Pool
      1
      for such Distribution Date exceeds (y) the aggregate Class Principal Amount
      of
      the Pool 1 Certificates after giving effect to distributions on such
      Distribution Date.

     

    Pool
      1
      Overcollateralization Deficiency:
      For any
      Distribution Date, the amount, if any, by which (x) the Pool 1 Targeted
      Overcollateralization Amount exceeds (y) the Pool 1 Overcollateralization Amount
      for such Distribution Date, calculated for this purpose after giving effect
      to
      the reduction on such Distribution Date of the Certificate Principal Amounts
      of
      the Pool 1 Certificates resulting from the distribution of the Principal
      Distribution Amount relating to Pool 1, but prior to allocation of any Pool
      1
      Applied Loss Amount on such Distribution Date to the Pool 1
      Certificates.

     

    Pool
      1
      Overcollateralization Floor:
      An
      amount equal to 0.35% of the Pool Balance for Pool 1 as of the Cut-off
      Date.

     

    Pool
      1
      Overcollateralization Release Amount:
      For any
      Distribution Date, an amount equal to the lesser of (x) the Principal Remittance
      Amount related to the Pool 1 Mortgage Loans for such Distribution Date and
      (y)
      the amount, if any, by which (1) the Pool 1 Overcollateralization Amount for
      such date (calculated for this purpose on the basis of the assumption that
      100%
      of the Principal Remittance Amount for Pool 1 for such date is applied in
      reduction of the Certificate Principal Amounts of the Pool 1 Certificates)
      exceeds (2) the Pool 1 Targeted Overcollateralization Amount.

     

    Pool
      1
      Purchase Price:
      An
      amount equal to the sum of (a) 100% of the aggregate outstanding principal
      balance of the Pool 1 Mortgage Loans plus accrued interest thereon at the
      applicable Mortgage Rate from the date as to which interest was last paid to
      (but not including) the Due Date in the Collection Period immediately preceding
      the related Distribution Date, (b) the fair market value of all other property
      being purchased relating to the Pool 1 Mortgage Loans (reduced, in the case
      of
      REO Property relating to the Pool 1 Mortgage Loans, 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 accrued interest thereon at the applicable Mortgage Rate), (c) any
      unreimbursed servicing advances and amounts due to the Trustee, Master Servicer,
      Servicers and Custodians related to Pool 1 for the related Distribution Date
      and
      (d) any Swap Termination Payment payable to the Swap Counterparty due to the
      exercise of the Master Servicer’s option to purchase the Pool 1 Mortgage
      Loans.

     

    Pool
      1
      Rolling Three Month Delinquency Rate:
      For any
      Distribution Date, an amount equal to the average of the Pool 1 Delinquency
      Rates for each of the three (or one and two, in the case of the first and second
      Distribution Dates, respectively) immediately preceding months.

     

    Pool
      1
      Senior Certificate:
      Any of
      the Class 1-A1 or Class 1-A2 Certificates.

     

    Pool
      1
      Senior Enhancement Percentage:
      For any
      Distribution Date, the fraction, expressed as a percentage, the numerator of
      which is the sum of the aggregate Class Principal Amount of the Pool 1
      Subordinate Certificates and the Pool 1 Overcollateralization Amount (which,
      for
      purposes of this definition only, shall not be less than zero and assuming
      for
      purposes of this definition that the Principal Distribution Amount has been
      distributed on such Distribution Date and no Pool 1 Trigger Event has occurred)
      and the denominator of which is the Pool Balance for Pool 1 for such
      Distribution Date, in each case after giving effect to distributions on such
      Distribution Date.

     

    
      
        
        

      

      
        42

        
          

        

      

      
        
        

      

    

     

    Pool
      1
      Senior Principal Distribution Amount:
      For any
      Distribution Date an amount equal to (a) prior to the Pool 1 Stepdown Date
      or if
      a Pool 1 Trigger Event is in effect with respect to such Distribution Date,
      100%
      of the Principal Distribution Amount for Pool 1 and (b) on or after the Pool
      1
      Stepdown Date and as long as a Pool 1 Trigger Event is not in effect with
      respect to such Distribution Date, the amount, if any, by which (x) the
      aggregate Class Principal Amount of each class of Pool 1 Senior Certificates
      immediately prior to that Distribution Date exceeds (y) the Pool 1 Senior Target
      Amount.

     

    Pool
      1
      Senior Priority:
      The
      priority of distributions on the Pool 1 Senior Certificates described in Section
      5.02(c)(i).

     

    Pool
      1
      Subordinate Certificate:
      Any of
      the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6 and Class
      M-7 Certificates.

     

    Pool
      1
      Subordinate Priority:
      To the
      Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6 and Class
      M-7
      Certificates, sequentially in that order. 

     

    Pool
      1
      Senior Target Amount:
      For any
      Distribution Date, an amount equal to the lesser of (a) the product of (1)
      89.00% and (2) the Pool Balance for Pool 1 for such Distribution Date determined
      as of the last day of the related Collection Period and (b) the amount, if
      any,
      by which (1) the Pool Balance for Pool 1 for such Distribution Date determined
      as of the last day of the related Collection Period exceeds (2) the Pool 1
      Overcollateralization Floor.

     

    Pool
      1
      Stepdown Date:
      The
      earlier of (x) the first Distribution Date following the Distribution Date
      on
      which the Class Principal Amounts of the Pool 1 Senior Certificates have each
      been reduced to zero and (y) the later to occur of (1) the Distribution Date
      in
      December 2009 and (2) the first Distribution Date on which the Pool 1 Senior
      Enhancement Percentage (calculated for this purpose after giving effect to
      payments or other recoveries in respect of the Pool 1 Mortgage Loans during
      the
      related Collection Period, but before giving effect to distributions on any
      Pool
      1 Certificates on such Distribution Date) is greater than or equal to
      10.00%.

     

    Pool
      1
      Target Amount:
      For any
      Distribution Date, an amount equal to the Pool Balance for Pool 1 as of such
      Distribution Date minus the Pool 1 Targeted Overcollateralization Amount for
      such Distribution Date.

     

    Pool
      1
      Targeted Overcollateralization Amount:
      For any
      Distribution Date (x) prior to the Pool 1 Stepdown Date an amount equal to
      $1,258,983 (i.e.,
      0.35%
      of
      the Pool Balance for Pool 1 as of the Cut-off Date) and (y) for any Distribution
      Date on or after the Pool 1 Stepdown Date, the greater of (1) the lesser of
      (a)
      $1,258,983 and (b) the product of 0.70% of the Pool Balance for Pool 1 as of
      the
      last day of the Collection Period and (2) the Pool 1 Overcollateralization
      Floor; provided, however, for any Distribution Date on or after the Pool 1
      Stepdown Date and for which a Pool 1 Trigger Event is in effect, the Pool 1
      Targeted Overcollateralization Amount will be equal to the Pool 1 Targeted
      Overcollateralization Amount in effect for the immediately preceding
      Distribution Date.

     

    
      
        
        

      

      
        43

        
          

        

      

      
        
        

      

    

     

    Pool
      1
      Trigger Event:
      A Pool
      1 Trigger Event will have occurred if on any Distribution Date, either a Pool
      1
      Delinquency Event or a Pool 1 Cumulative Loss Trigger Event is in effect for
      such Distribution Date.

     

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

     

    Pool
      2
      AX Mortgage Loans:
      The
      Pool 2 AX Mortgage Loans are listed on Schedule B hereto and are all of the
      Pool
      2 Mortgage Loans other than the Pool 2 PAX Mortgage Loans.

     

    Pool
      2
      PAX Mortgage Loans:
      The
      Pool 2 PAX Mortgage Loans are listed on Schedule C hereto and are all of the
      Pool 2 Mortgage Loans that have a remaining prepayment penalty term as of the
      Cut-off Date for which the Seller owns the servicing rights.

     

    Pool
      2
      Certificate:
      Any of
      the Class R-II, Class 2-A1, Class 2-A2, Class 2-AX, Class 2-PAX, Class B1-II,
      Class B2-II, Class B3-II, Class B4-II, Class B5-II or Class B6-II
      Certificates.

     

    Pool
      2
      Senior Certificate:
      Any of
      the Class 2-A1, Class 2-A2, Class 2-AX, Class 2-PAX and Class R-II Certificates.
      

     

    Pool
      2
      Senior Principal Distribution Amount:
      For
      each Certificate Group (other than the Pool 1 Senior Certificates) 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 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 Mortgage Pool 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: (1) each Principal Prepayment on the Mortgage
      Loans in the related Mortgage Pool 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 Mortgage Pool that was finally
      liquidated during the related Prepayment Period) representing or allocable
      to
      recoveries of principal in the related Mortgage Pool received during the related
      Prepayment Period, and (3) the principal portion of all proceeds of the purchase
      of any Mortgage Loan in the related Mortgage Pool (or, in the case of a
      permitted substitution, amounts representing a principal adjustment) actually
      received by the Trustee with respect to the related Prepayment
      Period;

     

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

     

    
      
        
        

      

      
        44

        
          

        

      

      
        
        

      

    

     

    (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 each Class of Senior
      Certificates in any Certificate Group has been reduced to zero, the Pool 2
      Senior Principal Distribution Amount for such Certificate Group for such date
      (following such reduction) and each subsequent Distribution Date shall be
      zero.

     

    Pool
      2
      Senior Priority:
      Not
      Applicable.

     

    Pool
      2
      Subordinate Certificate:
      Any of
      the Class B1-II, Class B2-II, Class B3-II, Class B4-II, Class B5-II or Class
      B6-II Certificates.

     

    Pool
      Balance:
      As to
      each Mortgage Pool and any Distribution Date, the sum of the Scheduled Principal
      Balance of the Mortgage Loans included in such Mortgage Pool.

     

    Pool
      Subordinate Amount:
      Not
      Applicable.

     

    Prepayment
      Interest Excess:
      With
      respect to any Distribution Date and any Principal Prepayment in full received
      on the Mortgage Loans serviced by Aurora from the first day through the
      sixteenth day of the month during which such Distribution Date occurs, all
      amounts paid in respect of interest at the applicable Net Mortgage Rate on
      such
      Principal Prepayment in full.

     

    Prepayment
      Interest Shortfall:
      With
      respect to any Distribution Date and (x) any Principal Prepayment in part and,
      with respect to those Mortgage Loans serviced by Servicers other than Aurora,
      any Principal Prepayment in full, (y) any Principal Prepayment in full with
      respect to those Mortgage Loans serviced by Aurora if received on or after
      the
      seventeenth day of the month immediately preceding the month of such
      Distribution Date but on or before the last day of the month immediately
      preceding the month of such Distribution Date and (z) any Principal Prepayment
      in full or in part with respect to those Mortgage Loans serviced by Countrywide
      Home Loans Servicing LP if received on or after the second day of the month
      immediately preceding the month of such Distribution Date but on or before
      the
      last day of the month immediately preceding the month of such Distribution
      Date,
      the difference between (i) one full month’s interest at the applicable Mortgage
      Rate (after giving effect to any applicable Relief Act Reduction), as reduced
      by
      the applicable Servicing Fee Rate and the Master Servicing Fee Rate 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
      applicable Servicer during the immediately preceding Prepayment Period, if
      any.

     

    
      
        
        

      

      
        45

        
          

        

      

      
        
        

      

    

     

    Prepayment
      Period:
      For
      each Distribution Date and for any Principal Prepayment in part or in full
      (including any liquidation) (except Principal Prepayments in part or in full
      received by Countrywide Home Loans Servicing LP and Principal Prepayments in
      full received by Aurora), the calendar month immediately preceding the month
      in
      which such Distribution Date occurs. For each Distribution Date and a Principal
      Prepayment in full (including any liquidation) received by Aurora, the period
      from the seventeenth (or, in the case of the first Distribution Date, the first)
      day of the month immediately preceding the month of such Distribution Date
      through the sixteenth day of the month of such Distribution Date. For each
      Distribution Date and for a Principal Prepayment in part or in full (including
      any liquidation) received by Countrywide Servicing related to each Distribution
      Date, the 2nd
      day (or,
      in the case of the first Distribution Date, the 1st)
      of the
      calendar month immediately preceding the month in which such Distribution Date
      occurs through the first day of the calendar month in which such Distribution
      Date occurs.

     

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

     

    Principal
      Amount Schedules:
      Not
      applicable.

     

    Principal
      Distribution Amount:
      For any
      Distribution Date and Pool 1, an amount equal to the Principal Remittance Amount
      for such date for Pool 1 minus the Pool 1 Overcollateralization Release Amount,
      if any, for such Distribution Date.

     

    Principal
      Only Certificate:
      Not
      applicable.

     

    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 applicable Servicing Agreement.

     

    Principal
      Remittance Amount:
      For any
      Distribution Date and Pool 1, an amount equal to (a) the sum of (1) all
      principal collected (other than Payaheads) or advanced in respect of Scheduled
      Payments on the Mortgage Loans in Pool 1 during the related Collection Period
      by
      the related Servicers or the Master Servicer (less unreimbursed Advances due
      to
      the Master Servicer, any Servicer or the Trustee (solely in its capacity as
      successor master servicer) with respect to such Mortgage Loans, to the extent
      allocable to principal, and any unreimbursed servicing advances), (2) all
      prepayments in full or in part received on the Mortgage Loans in Pool 1 during
      the related Prepayment Period (or in the case of Mortgage Loans serviced by
      Aurora, the related Collection Period), (3) the outstanding principal balance
      of
      each Mortgage Loan in Pool 1 that was repurchased by the Seller or the related
      Transferor during the related Prepayment Period (or, in the case of Mortgage
      Loans serviced by Aurora, the related Collection Period) or the NIMS Insurer
      (in
      the case of certain Mortgage Loans 90 days or more delinquent), (4) the
      principal portion of any Substitution Amount paid with respect to any replaced
      Mortgage Loan in Pool 1 during the related Prepayment Period (or, in the case
      of
      Mortgage Loans serviced by Aurora, the related Collection Period) allocable
      to
      principal and (5) all Net Liquidation Proceeds, Insurance Proceeds and any
      other
      recoveries collected with respect to the Mortgage Loans in Pool 1 during the
      related Prepayment Period (or, in the case of Mortgage Loans serviced by Aurora,
      the related Collection Period), to the extent allocable to principal, minus
      (b)
      any other costs, expenses or liabilities reimbursable to the Master Servicer,
      a
      Servicer, the Custodians and the Trustee as applicable to Pool 1 from the
      Interest Remittance Amount described in clause (b) of the definition thereof
      and
      not reimbursed therefrom or otherwise.

     

    
      
        
        

      

      
        46

        
          

        

      

      
        
        

      

    

     

    Proceeding:
      Not
      applicable.

     

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

     

    Prospectus:
      The
      prospectus supplement dated December 28, 2006, together with the accompanying
      prospectus dated November 13, 2006, relating to the Senior Certificates and
      the
      Subordinate 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 next Distribution Date, (c) any unreimbursed Servicing
      Advances with respect to such Mortgage Loan and (d) any costs and damages
      incurred by the Trust Fund (or the Trustee) in connection with any violation
      by
      such Mortgage Loan of any predatory- or abusive-lending law. 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
      applicable 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 or the NIM Securities, the Trustee shall terminate such contract
      without penalty and be entitled to the return of all funds previously invested
      thereunder, together with accrued interest thereon at the interest rate provided
      under such contract to the date of delivery of such funds to the
      Trustee;

     

    
      
        
        

      

      
        47

        
          

        

      

      
        
        

      

    

     

    (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.

     

    Qualified
      Insurer:
      Not
      applicable.

     

    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 such differential in principal amount,
      together with interest thereon at the applicable Mortgage Rate net of the
      applicable Master Servicing Fee and the applicable Servicing Fee from the date
      as to which interest was last paid through the end of the Due Period in which
      such substitution occurs, shall be paid by the party effecting such substitution
      to the Master Servicer for deposit into the Collection 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 will
      be a Discount Mortgage Loan if the Deleted Mortgage Loan was a Discount Mortgage
      Loan or a Non-Discount Mortgage Loan if the Deleted Mortgage Loan was a
      Non-Discount Mortgage Loan; (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; (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%, 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 of the related 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%; (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; (xi) has its initial adjustment
      date after the related Reset Date; and (xii) has a gross margin no less than
      the
      related Deleted Mortgage Loan. 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 and the Master Servicer.

     

    
      
        
        

      

      
        48

        
          

        

      

      
        
        

      

    

     

    Rating
      Agency:
      Any of
      Fitch, Moody's or 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 or (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, 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 the Pool 1 Certificates, the close of
      business on the Business Day immediately preceding such Distribution Date.
      With
      respect to any Distribution Date and the Pool 2 Certificates, the close of
      business on the last Business Day of the month immediately preceding the month
      in which such Distribution Date occurs.

     

    Redemption
      Certificate:
      None.

     

    Reference
      Banks:
      Not
      applicable.

     

    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 otherwise
      be
      provided by the Commission or its staff from time to time; and all references
      to
      any rule, item, section or subsection of, or definition or term contained in,
      Regulation AB mean such rule, item, 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.

     

    
      
        
        

      

      
        49

        
          

        

      

      
        
        

      

    

     

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

     

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

     

    Related
      Certificates:
      For any
      REMIC I-2 Interest, the Class of Certificates set forth on the same row in
      the
      table under “REMIC I-2” in the Preliminary Statement hereto.

     

    Related
      REMIC I-2 Interest:
      For any
      Related Certificates, the REMIC I-2 Interest set forth on the same row in the
      table under “REMIC I-2” in the Preliminary Statement hereto.

     

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

     

    Relief
      Act 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 or any similar state law, 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
      the SWAP REMIC, REMIC I-1, REMIC I-2 and REMIC II-1, as described in the
      Preliminary Statement hereto.

     

    REMIC
      I-1:
      REMIC
      I-1 as described in the Preliminary Statement hereto.

     

    REMIC
      I-1 Interest:
      Any one
      of the classes of REMIC I-1 Regular Interests and the Class LTI1-R Interest
      as
      described in the Preliminary Statement hereto.

     

    REMIC
      I-1 Marker Classes:
      Any of
      the REMIC I-1 Regular Interests other than the Class LTI1-X Interest and other
      than the Class LTI1-IO Interest.

     

    REMIC
      I-1 Regular Interest:
      Each of
      the REMIC I-1 Interests other than the Class LTI1-R Interest.

     

    REMIC
      I-2:
      REMIC
      I-2 as described in the Preliminary Statement hereto.

     

    
      
        
        

      

      
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    REMIC
      I-2 Interest:
      Any one
      of the classes of REMIC I-2 Interests as described in the Preliminary Statement
      hereto.

     

    REMIC
      I-2 Regular Interest:
      Any of
      the REMIC I-2 Interests other than the Residual Interest. Alternatively, any
      of
      the REMIC regular interests represented by (i) the rights associated with any

      Class of Pool 1 Certificates other than the rights to payments in respect of
      Excess Interest or the rights to payments from proceeds of the Swap Agreement
      or
      Pool 1 Interest Rate Cap Agreement (and disregarding any obligation to make
      payments in respect of Class I Shortfalls), (ii) the Uncertificated Class 1-X
      Interest and (iii) the Class LTI2-IO Interest.

     

    REMIC
      II-1:
      REMIC
      II-1 as described in the Preliminary Statement hereto.

     

    REMIC
      II-1 Interest:
      Any one
      of the classes of REMIC II-1 Interests as described in the Preliminary Statement
      hereto.

     

    REMIC
      II-1 Regular Interest:
      Each of
      the REMIC II-1 Interests other than the Class LTII1-R Interest.

     

    REMIC
      Pass-Through Rate:
      For
      any
      Distribution Date, the Pool 1 Net Rate for such Distribution Date (as adjusted,
      in the case of any Class of Certificates or REMIC I-2 Interest that accrues
      interest on the basis of a 360-day year consisting of twelve 30-day months,
      to
      reflect accruals on such basis).

     

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

     

    REMIC
      Swap Rate:
      For
      each Distribution Date (and the related Accrual Period), a per annum rate equal
      to the rate used to compute the monthly gross amount due to the Swap
      Counterparty under the Swap Agreement for such Distribution Date (such rate,
      as
      described in the Prospectus, being the Rate of Payment set forth in Annex C
      of
      the Prospectus).

     

    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 applicable
      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).

     

    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).

     

    Repurchase
      Price:
      As
      defined in Section 7.01.

     

    
      
        
        

      

      
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    Reserve
      Interest Rate:
      Not
      applicable.

     

    Reset
      Date:
      Not
      applicable.

     

    Residual
      Certificate:
      Any
      Class R Certificate.

     

    Residual
      I Interest:
      An
      interest in REMIC I-2 that is entitled to all distributions on the Class R-I
      Certificate other than distributions in respect of the Class SW-R Interest
      and
      Class LTI1-R Interest.

     

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

     

    Restricted
      Certificate:
      Any
      Class B4-II, Class B5-II, Class B6-II, Class P, Class 1-X, Class C-X, Class
      S-X
      or Class R Certificate but excluding any Regulation S Global
      Security.

     

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

     

    Rounding
      Account:
      Not
      applicable.

     

    Rules:
      As
      defined in Section 6.20(d).

     

    S&P:
      Standard & Poor’s, 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 the Sarbanes-Oxley Act, as amended from time to time.

     

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

     

    Scheduled
      Principal Amount:
      Not
      applicable.

     

    
      
        
        

      

      
        52

        
          

        

      

      
        
        

      

    

     

    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 (reduced by any amount applied as
      a
      reduction of principal on the Mortgage Loan). With respect to any Mortgage
      Loan
      as of the Cut-off Date, as specified in the Mortgage Loan Schedule or the
      Participation Schedule, as the case may be.

     

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

     

    Seller:
      Lehman
      Brothers Holdings or any successor in interest.

     

    Senior
      Certificate:
      Any
      Pool 1 Senior Certificate or Pool 2 Senior Certificate.

     

    Senior
      Enhancement Percentage:
      With
      respect to any Distribution Date, the fraction, expressed as a percentage,
      the
      numerator of which is the sum of the aggregate Class Principal Amount of the
      Pool 1 Subordinate Certificates and the Pool 1 Overcollateralization Amount
      (which amount, for purposes of this definition only, shall not be less than
      zero
      and assuming for purposes of this definition that the Principal Distribution
      Amount has been distributed on such Distribution Date and no Pool 1 Trigger
      Event has occurred) and the denominator of which is the Pool Balance for Pool
      1
      for such Distribution Date, in each case after giving effect to distributions
      on
      such Distribution Date.

     

    Senior
      Percentage:
      With
      respect to Pool 2 and any Distribution Date, the percentage equivalent of the
      fraction, the numerator of which is the aggregate of the Certificate Principal
      Amounts of the Pool 2 Senior Certificates and the denominator of which is Pool
      Balance for Pool 2 for the immediately preceding Distribution Date.


     

    Senior
      Prepayment Percentage:
      With
      respect to Pool 2 for any Distribution Date occurring during the seven years
      beginning on the first Distribution Date, 100%, except as described herein
      below. With respect to Pool 2 for any Distribution Date occurring on or after
      the seventh 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, (i) if on any of the foregoing
      Distribution Dates the Senior Enhancement Percentage for Pool 2 is less than
      the
      Initial Senior Enhancement Percentage, the Senior Prepayment Percentage for
      Pool
      2 on such Distribution Date shall once again equal 100%, (ii) unless the
      condition described in clause (i) has occurred, if on any Distribution Date
      before the Distribution Date in January 2010, prior to giving effect to any
      distributions on such Distribution Date, the Senior Enhancement Percentage
      for
      Pool 2 for such Distribution Date is greater than or equal to twice the related
      Initial Senior Enhancement Percentage, then the Senior Prepayment Percentage
      for
      Pool 2 for such Distribution Date will equal the related Senior Percentage
      plus
      50% of the related Subordinate Percentage for such Pool 2 and (iii) unless
      the
      condition described in clause (i) has occurred, if on any Distribution Date
      on
      or after the Distribution Date in January 2010, prior to giving effect to any
      distributions on such Distribution Date, the Senior Enhancement Percentage
      for
      Pool 2 for such Distribution Date is greater than or equal to twice the related
      Initial Senior Enhancement Percentage, then the Senior Prepayment Percentage
      for
      Pool 2 on such Distribution Date will equal the related Senior
      Percentage.

     

    
      
        
        

      

      
        53

        
          

        

      

      
        
        

      

    

     

    Notwithstanding
      the foregoing, no decrease in the Senior Prepayment Percentage for Pool 2 below
      the respective levels in effect for the most recent prior period set forth
      in
      the paragraph above (calculated without regard to clause (ii) or clause (iii)
      of
      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 in Pool 2 that were delinquent
      60
      days or more (including for this purpose any Mortgage Loans in foreclosure
      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) is greater than or equal
      to
      50% of the applicable Group Subordinate Amount immediately prior to such
      Distribution Date or (ii) cumulative Realized Losses with respect to the
      Mortgage Loans in Pool 2 exceed (a) with respect to each Distribution Date
      prior
      to the third anniversary of the first Distribution Date, 20% of the related
      Original Group Subordinate Amount, (b) with respect to each Distribution Date
      on
      or after the third anniversary and prior to the eighth anniversary of the first
      Distribution Date, 30% of the related Original Group Subordinate Amount, (c)
      with respect to each Distribution Date on or after the eighth anniversary and
      prior to the ninth anniversary of the first Distribution Date, 35% of the
      related Original Group Subordinate Amount, (d) with respect to each Distribution
      Date on or after the ninth anniversary and prior to the tenth anniversary of
      the
      first Distribution Date, 40% of the related Original Group Subordinate Amount,
      (e) with respect to each Distribution Date on or after the tenth anniversary
      and
      prior to the eleventh anniversary of the first Distribution Date, 45% of the
      related Original Group Subordinate Amount, and (f) with respect to each
      Distribution Date on or after the eleventh anniversary of the first Distribution
      Date or thereafter, 50% of the related Original Group Subordinate Amount. After
      the Class Principal Amount of each Class of Senior Certificates in any
      Certificate Group has been reduced to zero, the Senior Prepayment Percentage
      for
      Pool 2 shall be 0%.

     

    Senior
      Principal Distribution Amount:
      Not
      applicable.

     

    Servicer:
      Any
      Servicer that has entered into any of the Servicing Agreements attached as
      Exhibit E hereto, or any successor in interest. Initially, the Servicers are
      Aurora, Countrywide Home Loans Servicing LP, GreenPoint Mortgage Funding, Inc.
      and PHH Mortgage Corporation.

     

    
      
        
        

      

      
        54

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

    Servicing
      Fee:
      With
      respect to each Servicer, the Servicing Fee specified in the applicable
      Servicing Agreement and set forth on the Mortgage Loan Schedule.

     

    Servicing
      Fee Rate:
      With
      respect to a Servicer, the Servicing Fee specified in the applicable Servicing
      Agreement.

     

    Servicing
      Function Participant:
      Any
      Subservicer, Subcontractor or any other Person, other than each Servicer, each
      Custodian, the Master Servicer, the Trustee and the Paying Agent 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,
      as
      such list may from time to time be amended.

     

    Similar
      Law:
      As
      defined in Section 3.03(d).

     

    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.

     

    
      
        
        

      

      
        55

        
          

        

      

      
        
        

      

    

     

    Special
      Hazard Loss Limit:
      As of
      the Cut-off Date, $4,000,000 for Pool 2, which amount shall each be reduced
      from
      time to time to an amount equal on any Distribution Date to the lesser of (a)
      the greatest of (i) 1% of the aggregate of the Scheduled Principal Balances
      of
      the related Mortgage Loans; (ii) twice the Scheduled Principal Balance of the
      related Mortgage Loan having the highest Scheduled Principal Balance, and (iii)
      the aggregate Scheduled Principal Balances of the related 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) such Special Hazard Loss Limit as of
      the
      Closing Date less the amount, if any, of Special Hazard Losses incurred with
      respect to the related Mortgage Loans since the Closing Date.

     

    Specified
      Rating:
      Not
      applicable.

     

    Sponsor:
      Lehman
      Brothers Holdings Inc. and any successor in interest thereto.

     

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

     

    Subcontractor:
      Any
      third-party or Affiliated vendor, subcontractor or other Person utilized by
      a
      Servicer, a Custodian, the Master Servicer, a Subservicer or the Trustee that
      is
      not responsible for the overall servicing (as “servicing” is commonly understood
      by participants in the mortgage-backed securities market) of the Mortgage Loans
      but performs one or more discrete functions identified in Item 1122(d) of
      Regulation AB with respect to the Mortgage Loans
      under
      direction and authority of such Servicer, Custodian, Master Servicer,
      Subservicer or Trustee.

     

    Subordinate
      Certificate:
      Any
      Class B Certificate.

     

    Subordinate
      Certificate Writedown Amount:
      As to
      any Distribution Date, with respect to the Pool 2 Certificates, the amount
      by
      which (i) the sum of the Class Principal Amounts of all the Certificates related
      to Pool 2 (after giving effect to the distribution of principal and the
      allocation of Realized Losses in reduction of the Certificate Principal Amounts
      of the Certificates related to Pool on such Distribution Date) exceeds (ii)
      the
      aggregate Scheduled Principal Balance of the Mortgage Loans in Pool 2 for such
      Distribution Date.

     

    Subordinate
      Class Percentage:
      With
      respect to any Distribution Date and any Class of Subordinate Certificates,
      the
      percentage obtained by dividing the Class Principal Amount of such Class
      immediately prior to such Distribution Date by the aggregate Certificate
      Principal Amount of all Subordinate Certificates related to the same Mortgage
      Pool immediately prior to such Distribution Date.

     

    Subordinate
      Component Percentage:
      Not
      applicable.

     

    Subordinate
      Floating Rate Certificate Shortfall:
      Not
      applicable.

     

    Subordinate
      LIBOR Certificate:
      Not
      applicable.

     

    Subordinate
      Percentage:
      With
      respect to each Mortgage Pool and any Distribution Date, the difference between
      100% and the related Senior Percentage for such Distribution Date.

     

    
      
        
        

      

      
        56

        
          

        

      

      
        
        

      

    

     

    Subordinate
      Prepayment Percentage:
      With
      respect to Pool 2 and any Distribution Date, the difference between 100% and
      the
      related Senior Prepayment Percentage for such Distribution Date.

     

    Subordinate
      Principal Distribution Amount:
      For
      each Mortgage Pool 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 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 Mortgage Pool due during
      the related Due Period;

     

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

     

    (iii) with
      respect to unscheduled recoveries allocable to principal of any Mortgage Loan
      in
      the related Mortgage Pool that was finally liquidated during the related
      Prepayment Period, the related Net Liquidation Proceeds allocable to principal
      less any related amount paid pursuant to subsection (iii) of the definition
      of
      Pool 2 Senior Principal Distribution Amount for the related Certificate Group;
      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 a substantial portion of the material
      servicing functions required to be performed by the Servicer, Master Servicer
      or
      the Trustee under this Agreement, the Servicing Agreements, the Custodial
      Agreements or other Servicing agreements entered into with respect to some
      or
      all of the Mortgage Loans, that are identified in Item 1122(d) of Regulation
      AB.

     

    
      
        
        

      

      
        57

        
          

        

      

      
        
        

      

    

     

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

     

    Supplemental
      Interest Trust:
      The
      corpus of a trust created pursuant to Section 5.08 of this Agreement and
      designated as the “Supplemental Interest Trust,” consisting of the Swap
      Agreement and the Supplemental Interest Trust Account.

     

    Supplemental
      Interest Trust Account:
      The
      account created pursuant to Section 5.08 of this Agreement.

     

    Supplemental
      Interest Trust Amount:
      With
      respect to any Swap Payment Date, the sum of any Net Swap Payment and any Swap
      Termination Payment deposited into the Supplemental Interest Trust
      Account.

     

    Surety:
      Not
      applicable.

     

    Surety
      Bond:
      Not
      applicable.

     

    Swap
      Agreement:
      The
      interest rate swap agreement documented pursuant to the ISDA Master Agreement,
      together with a schedule, confirmation and credit support annex, between the
      Trustee, on behalf of the Supplemental Interest Trust, and the Swap
      Counterparty.

     

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

     

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

     

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

     

    Swap
      Early Termination:
      The
      occurrence of an early termination date under the Swap Agreement. 

     

    Swap
      LIBOR:
      With
      respect to any Distribution Date (and the related Accrual Period), the product
      of (i) the Floating Rate Option (as defined under “Floating Amounts” in the Swap
      Agreement) for the related Swap Payment Date and (ii) two, as calculated by
      the
      Swap Counterparty and furnished to the Trustee.

     

    
      
        
        

      

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

     

    SWAP
      REMIC:
      As
described
      in the
      Preliminary Statement hereto.

     

    SWAP
      REMIC Interests:
      Any one
      of the classes of SWAP REMIC Interests described in the Preliminary Statement
      hereto.

     

    SWAP
      REMIC Regular Interests:
      Any of
      the SWAP REMIC Interests other than the Class SW-R Interest.

     

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

     

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

     

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

     

    Termination
      Event:
      As
      defined in the Swap Agreement.

     

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

     

    Total
      Distribution Amount:
      With
      respect to any Distribution Date, the sum of (i) the Interest Remittance Amount
      for both Mortgage Pools for such date; (ii) the Principal Remittance Amount
      for
      both Mortgage Pools for such date; and (iii) the Prepayment Penalty
      Amounts.

     

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

     

    Transferor:
      Each
      seller of Mortgage Loans to Lehman Brothers Holdings pursuant to a Transfer
      Agreement.

     

    Trust
      Fund:
      The
      corpus of the trust created pursuant to this Agreement, consisting of the
      Mortgage Loans, the assignment of the Depositor’s rights under the Mortgage Loan
      Sale Agreement and the Participation Agreement, the Participations, the
      Additional Collateral, such amounts as shall from time to time be held in the
      Pool 1 Basis Risk Reserve Fund, 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). The legal
      entity name of the Trust Fund shall be Structured Adjustable Rate Mortgage
      Loan
      Trust Mortgage Pass-Through Certificates, Series 2006-12.

     

    
      
        
        

      

      
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    Trust
      Rate:
      Not
      applicable.

     

    Trust
      REMIC:
      Any
      REMIC created hereunder.

     

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

     

    Trustee
      Fee:
      As to
      any Distribution Date and each Mortgage Loan, an amount equal to the product
      of
      the Trustee Fee Rate and the Scheduled Principal Balance of such Mortgage Loan
      as of the first day of the related Due Period.

     

    Trustee
      Fee Rate:
      0.0090%
      per annum.

     

    Uncertificated
      Class 1-X Interest:
      An
      uncertificated regular interest in
      REMIC
      I-2 with an initial principal balance equal to the
      excess of (i) the aggregate Scheduled Principal Balance of Pool 1 as of the
      Cut-off Date over (ii) the aggregate initial principal amounts of the Pool
      1
      Certificates and
      bearing interest on a each Distribution Date in an amount equal to the
      Class
      1-X Current Interest for such Distribution Date;
      provided,
      however, that such interest shall have no obligation or right to make or receive
      any payments treated as paid or received by the Class 1-X Certificates pursuant
      to interest rate cap agreements or notional principal contracts under Section
      10.01.

     

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

     

    Undercollateralized
      Group:
      With
      respect to any Distribution Date, the Senior Certificates of any Certificate
      Group as to which the aggregate Certificate Principal Amount thereof, after
      giving effect to distributions pursuant to Section 5.02(d) on such date, is
      greater than the Pool Balance of the related Mortgage Pool for such Distribution
      Date.

     

    Underlying
      Subordinate Rate:
      For
      Pool 2, the Pool 2 Net WAC.

    


    Underwriter’s
      Exemption:
      Prohibited Transaction Exemption 91-14, 56 Fed. Reg. 7413 (1991), as amended
      (or
      any successor thereto), or any substantially similar administrative exemption
      granted by the U.S. Department of Labor.

     

    Unpaid
      Basis Risk Shortfall:
      With
      respect to any Distribution Date and any Class of Pool 1 Certificates, the
      aggregate of all Basis Risk Shortfalls with respect to such Class remaining
      unpaid from previous Distribution Dates, plus interest accrued thereon at the
      applicable Certificate Interest Rate computed without regard to the Pool 1
      Net
      Funds Cap.

     

    Unpaid
      Subordinate Floating Rate Certificate Shortfall:
      Not
      applicable.

     

    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, 5% of all Voting
      Interests shall be allocated to the Notional Certificates, 91% of all Voting
      Interests shall be allocated to the Pool 1 and Pool 2 Certificates, 1% shall
      be
      allocated to each of the Class P-I, Class P-II, Class R-I Certificates, and
      1%
      of all Voting Interests shall be allocated to the Class 1-X, Class C Class
      C-X
      and Class S-X Certificates in aggregate, while they remain outstanding. Voting
      Interests allocated to the Notional Certificates shall be allocated among the
      Classes of such Certificates (and among the Certificates of each such Class)
      in
      proportion to their Class Notional Amounts (or Notional Amounts). Voting
      Interests shall be allocated among the Class P-I and Class P-II Certificates
      in
      proportion to their Percentage Interest. 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).

     

    
      
        
        

      

      
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    Section
      1.02. Calculations
      Respecting Mortgage Loans.

     

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

     

    Section
      1.03. Rights
      of the NIMS Insurer

     

    Each
      of
      the rights of any NIMS Insurer set forth in this Agreement shall exist so long
      as (i) the NIMS Insurer has undertaken to guarantee certain payments of NIM
      Securities issued pursuant to the Indenture and (ii) the NIM Securities issued
      pursuant to the Indenture remain outstanding or the NIMS Insurer is owed amounts
      in respect of its guarantee of payment on such notes; provided, however, the
      NIMS Insurer shall not have any rights hereunder (except pursuant to Section
      11.03 and any rights to indemnification hereunder in the case of clause (ii)
      below) so long as (i) the NIMS Insurer has not undertaken to guarantee certain
      payments of notes issued pursuant to the Indenture or (ii) any default has
      occurred and is continuing under the insurance policy issued by the NIMS Insurer
      with respect to such notes.

     

    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
      (including the Participations). 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 Escrow Account established pursuant
      to
      Section 9.06 hereof and the Pool 1 Basis Risk Reserve Fund 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,
      the
      Certificates have been executed, authenticated and delivered to or upon the
      order of the Depositor, in exchange for the Trust Fund, in the authorized
      denominations evidencing the entire ownership of the Trust Fund.

     

    
      
        
        

      

      
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    Concurrently
      with the execution of this Agreement, the Swap Agreement and Cap Agreement
      shall
      be delivered to the Trustee. In connection therewith, the Depositor hereby
      directs the Trustee (solely in its capacity as such) and the Trustee is hereby
      authorized to enter into, execute and deliver the Cap Agreement and the Swap
      Agreement (on behalf of the Supplemental Interest Trust) for the benefit of,
      the
      Holders of the Pool 1 Certificates. The Seller, the Master Servicer, the
      Depositor, the Servicers and the Certificateholders (by their acceptance of
      such
      Pool 1 Certificates) acknowledge and agree that the Trustee is executing and
      delivering the Cap Agreement and the Swap Agreement solely in its capacity
      as
      Trustee of the Supplemental Interest Trust and the Trust Fund and not in its
      individual capacity. The Trustee shall have no duty or responsibility to enter
      into any other interest rate swap agreement upon the expiration or termination
      of the Cap Agreement and the Swap Agreement.

     

    Concurrently
      with the execution and delivery of this Agreement, the Depositor does hereby
      assign to the Trustee all of its rights and interest under the Mortgage Loan
      Sale Agreement; including all rights of the Seller under the applicable
      Servicing Agreement and any related Transfer Agreement (other than first payment
      date default or early pay date default rights against the Transferor) to the
      extent assigned under the Mortgage Loan Sale Agreement. 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 Trustee is hereby directed to execute and deliver the
      Servicing Agreement (to the extent it is a party thereto) and perform in
      accordance therewith. 

     

    It
      is
      agreed and understood by the Depositor and the Trustee (and the Seller has
      so
      represented and recognized in the Mortgage Loan Sale Agreement) that it is
      not
      intended that any Mortgage Loan to be included in the Trust Fund that is a
      “High-Cost Mortgage Loan” as defined under any applicable federal law or state
      or local regulation, ordinance or law.

     

    The
      foregoing sale, transfer, assignment, set-over, deposit and conveyance and
      the
      assignment and transfer with respect to Additional Collateral 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, the Servicing Agreements or any other agreement or
      instrument relating thereto except as specifically set forth
      herein.

     

    
      
        
        

      

      
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    In
      addition, with respect to any Pledged Asset Mortgage Loan, the Depositor does
      hereby transfer, assign, set-over and otherwise convey to the Trustee without
      recourse (except as provided herein) (i) its rights as assignee under any
      security agreements, pledge agreements or guarantees relating to the Additional
      Collateral supporting any Pledged Asset Mortgage Loan, (ii) its security
      interest in and to any Additional Collateral, (iii) its right to receive
      payments in respect of any Pledged Asset Mortgage Loan pursuant to the
      Additional Collateral Servicing Agreement, and (iv) its rights as beneficiary
      under the surety bond in respect of any Pledged Asset Mortgage Loan.
      Notwithstanding anything to the contrary in this Agreement, the Trust Fund
      shall
      not obtain title to or beneficial ownership of any Additional Collateral as
      a
      result of or in lieu of the disposition thereof or otherwise.

     

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

     

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

     

    (ii) the
      original of any guarantee, security agreement or pledge agreement relating
      to
      any Additional Collateral and 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 a 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;

     

    
      
        
        

      

      
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    (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, the
      original Assignment of Mortgage, in form and substance acceptable for recording.
      The Mortgage shall be assigned either (A) in blank, without recourse or (B)
      to
“U.S. Bank National Association, as Trustee of the Structured Adjustable Rate
      Mortgage Loan Trust Mortgage Pass Through Certificates, Series 2006-12,” without
      recourse for each Mortgage Loan;

     

    (vi) if
      applicable, such original intervening assignments of the Mortgage, notice of
      transfer or equivalent instrument (each, an “Intervening Assignment”), as may be
      necessary to show a complete chain of assignment from the originator, or, in
      the
      case of an Intervening Assignment that has been lost, a written Opinion of
      Counsel acceptable to the Trustee 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 instrument
      executed in connection with the Mortgage or as to any security agreement,
      chattel mortgage or their equivalent instrument that cannot be delivered on
      or
      prior to the Closing Date because of a delay caused by the public recording
      office where such document has been delivered for recordation, a photocopy
      of
      such document, pending delivery of the original thereof, together with an
      Officer’s Certificate of the Depositor certifying that the copy of such security
      agreement, chattel mortgage or their equivalent instrument delivered to the
      Trustee (or the applicable Custodian) is a true copy and that the original
      of
      such document has been forwarded to the public recording office;
      and

     

    
      
        
        

      

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

     

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

     

    With
      respect to each Participation, the Depositor does hereby deliver to, and deposit
      with, or cause to be delivered to and deposited with, the Trustee, and/or any
      Custodian acting on the Trustee’s behalf, a copy of the Participation Agreement
      and the original Participation issued to the Trustee.

     

    (c) (i) Assignments
      of Mortgage with respect to each Non-MERS Mortgage Loan other than a Cooperative
      Loan shall be recorded; provided, however, that such Assignments need not be
      recorded if, in the Opinion of Counsel (which must be from Independent counsel)
      acceptable to the Trustee, the Rating Agencies and any NIMS Insurer, 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 Master Servicer (or the applicable Custodian), 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 a Non-MERS Mortgage Loan. With respect
      to each Cooperative Loan, the Master Servicer (or the applicable Custodian),
      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 Master Servicer (or its applicable
      Custodian), at the expense of the Depositor and with the cooperation of the
      applicable Servicer, shall cause to be taken such actions by such Servicer
      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.

     

    (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 the Master Servicer or the applicable Servicer in trust for
      the
      benefit of the Trustee and the Certificateholders.

     

    
      
        
        

      

      
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    (f) Upon
      execution of this Agreement, the Depositor hereby delivers to the Trustee and
      the Trustee acknowledges a receipt of the Mortgage Loan Sale Agreement and
      the
      Servicing Agreement.

     

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

     

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

     

    (b) Within
      45
      days after the Closing Date, the Trustee, or the applicable Custodian, on behalf
      of the Trustee, will, for the benefit of Holders of the Certificates and any
      NIMS Insurer, review each Mortgage File to ascertain that all required documents
      set forth in Section 2.01 have been received and appear on their face to contain
      the requisite signatures by or on behalf of the respective parties thereto,
      and
      shall deliver to the Trustee, the Depositor, the Master Servicer and any NIMS
      Insurer an Interim Certification in the form annexed hereto as Exhibit B-2
      (or
      in the form annexed to the applicable Custodial Agreement as Exhibit B-2, as
      applicable) to the effect that, as to each Mortgage Loan listed in the Mortgage
      Loan Schedule (other than any Mortgage Loan prepaid in full or any Mortgage
      Loan
      specifically identified in such certification as not covered by such
      certification), (i) all of the applicable documents specified in Section 2.01(b)
      are in its possession and (ii) such documents have been reviewed by it and
      appear to relate to such Mortgage Loan. The Trustee, or the applicable Custodian
      on behalf of the Trustee, shall 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.

     

    (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 Certificate delivered to the Trustee, the
      Depositor, the Master Servicer and any NIMS Insurer. Within 90 days of its
      receipt of such notice, 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
      Depositor 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 Depositor to cure such Material
      Defect, repurchase the related Mortgage Loan from the Trust Fund at the Purchase
      Price. A loss shall be deemed to be attributable to the failure of the Depositor
      to cure a Material Defect if, as determined by the Depositor, upon mutual
      agreement with the 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.

     

    
      
        
        

      

      
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    (d) Within
      180 days following the Closing Date, the Trustee, or the applicable Custodian,
      shall deliver to the Trustee, the Depositor, the Master Servicer and any NIMS
      Insurer a Final Certification substantially in the form 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 the applicable Custodian shall hold the
      related Mortgage Files and shall perform the applicable review of the Mortgage
      Loans and deliver the respective certifications thereof as provided in this
      Section 2.02 and the related Custodial Agreement.

     

    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;

     

    
      
        
        

      

      
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    (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

     

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

     

    
      
        
        

      

      
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    (b) The
      representations and warranties of each Transferor with respect to the related
      Mortgage Loans in the applicable Transfer Agreement, which have been assigned
      to
      the Trustee hereunder, were made as of the date specified in the applicable
      Transfer Agreement (or underlying agreement, if such Transfer Agreement is
      in
      the form of an assignment of a prior agreement). To the extent that any fact,
      condition or event with respect to a Mortgage Loan constitutes a breach of
      both
      (i) a representation or warranty of the applicable Transferor under the
      applicable Transfer Agreement and (ii) a representation or warranty of Lehman
      Brothers Holdings 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. Lehman Brothers Holdings 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 Depositor shall have no
      obligation or liability with respect to any breach of any representation or
      warranty with respect to the Mortgage Loans (except as set forth in Section
      2.03(a)(vi)) under any circumstances.

     

    Section
      2.04. Discovery
      of Breach.

     

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

     

    
      
        
        

      

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

     

    (a) With
      respect to any Mortgage Loan repurchased by the Depositor pursuant to this
      Agreement, by Lehman Brothers Holdings 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 Master Servicer in respect
      of
      such repurchase of a Mortgage Loan will be considered a Principal Prepayment
      and
      shall be deposited in the Collection Account pursuant to Section 4.01. The
      Trustee, upon receipt of the full amount of the Purchase Price for a Deleted
      Mortgage Loan, or certification from the Master Servicer that it is in receipt
      of such amount, or upon receipt of notification from the related Custodian
      that
      it 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 to the Depositor, Lehman Brothers
      Holdings 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 Trustee (or a 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 Master Servicer, the Trustee,
      the Depositor and each Certificateholder harmless against any and all taxes,
      claims, losses, penalties, fines, forfeitures, reasonable legal fees and related
      costs, judgments, and any other costs, fees and expenses that the Trust Fund,
      the Trustee, the Master Servicer, the Depositor and any Certificateholder may
      sustain in connection with any actions of the Seller relating to a repurchase
      of
      a Mortgage Loan other than in compliance with the terms of this Section 2.05
      and
      the Mortgage Loan Sale Agreement, to the extent that any such action causes
      an
      Adverse REMIC Event.

     

    (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 Lehman Brothers Holdings, as applicable, must deliver to the
      Trustee (or the applicable Custodian) the Mortgage File for the Qualifying
      Substitute Mortgage Loan containing the documents set forth in Section 2.01(b)
      along with a written certification certifying as to the delivery of such
      Mortgage File and containing 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 (i) with
      respect to a Qualifying Substitute Mortgage Loan that is a Non-MERS Mortgage
      Loan, cause the Assignment of Mortgage to be recorded by such Servicer if
      required pursuant to Section 2.01(c)(i), or (ii) with respect to a Qualifying
      Substitute Mortgage Loan that is a MERS Mortgage Loan, cause to be taken such
      actions by such Servicer 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).

     

    
      
        
        

      

      
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    (c) Notwithstanding
      any other provision of this Agreement, the right to substitute Mortgage Loans
      pursuant to this Article II shall be subject to the additional limitations
      that
      no substitution of a Qualifying Substitute Mortgage Loan for a Deleted Mortgage
      Loan shall be made unless the Trustee and the NIMS Insurer have 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. The Depositor shall cause the
      Mortgage Loan Schedule to be amended in accordance with the terms of this
      Agreement.

     

    Section
      2.06. Grant
      Clause.

     

    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: (i) the rights and obligations
      of the parties shall be established pursuant to the terms of this Agreement;
      (ii) 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 in all of the Depositor’s right, title and interest in, to and
      under, whether now owned or hereafter acquired, the Trust Fund and the
      Supplemental Interest Trust and all proceeds of any and all property
      constituting the Trust Fund and the Supplemental Interest Trust to secure
      payment of the Certificates (such security interest being, to the extent of
      the
      assets that constitute the Supplemental Interest Trust, pari passu with the
      security interest as provided in clause (iv) below; (iii) this Agreement shall
      constitute a security agreement under applicable law; and (iv) the Swap
      Counterparty shall be deemed, during the term of such agreement and while such
      agreement is the property of the Trustee, to have a security interest in all
      of
      the assets that constitute the Supplemental Interest Trust, but only to the
      extent of such Swap Counterparty’s right to payment under the Swap Agreement
      (such security interest being pari passu with the security interest as provided
      in clause (ii) above). If such conveyance is deemed to be in respect of a loan
      and the trust created by this Agreement terminates prior to the satisfaction
      of
      the claims of any Person holding any Certificate, the security interest created
      hereby shall continue in full force and effect and the Trustee shall be deemed
      to be the collateral agent for the benefit of such Person, and all proceeds
      shall be distributed as herein provided.

     

    
      
        
        

      

      
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    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 Principal Amount 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 Class R-II Certificate shall be issued as a single
      Certificate and maintained in definitive, fully registered form in a minimum
      denomination equal to $100. Each of the Class P, Class 1-X, Class C-X and Class
      S-X Certificates shall be maintained in definitive, fully registered form in
      a
      minimum denomination equal to 25% of the Percentage Interest of such Class
      of
      Certificates. 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 by an authorized
      officer of the Trustee. Each Certificate shall, on original issue, be
      authenticated by the Trustee upon the order of the Depositor upon receipt by
      the
      Trustee of the Mortgage Files described in Section 2.01. No Certificate shall
      be
      entitled to any benefit under this Agreement, or be valid for any purpose,
      unless there appears on such Certificate a certificate of authentication
      substantially in the form provided for herein, executed by an authorized officer
      of the Trustee or the Authenticating Agent, if any, by manual signature, and
      such certification upon any Certificate shall be conclusive evidence, and the
      only evidence, that such Certificate has been duly authenticated and delivered
      hereunder. All Certificates shall be dated the date of their authentication.
      At
      any time and from time to time after the execution and delivery of this
      Agreement, the Depositor may deliver Certificates executed by the Depositor
      to
      the Trustee or the Authenticating Agent for authentication and the Trustee
      or
      the Authenticating Agent shall authenticate and deliver such Certificates as
      in
      this Agreement provided and not otherwise.

     

    (c) The
      Class
      B4-II, Class B5-II or Class B6-II Certificates
      offered and sold in reliance on the exemption from registration under Rule
      144A
      under the Act shall be issued initially in the form of one or more permanent
      global Certificates in definitive, fully registered form without interest
      coupons with the applicable legends set forth in Exhibit A added to the forms
      of
      such Certificates (each, a “Restricted Global Security”), which shall be
      deposited on behalf of the subscribers for such Certificates represented thereby
      with the Trustee, as custodian for DTC and registered in the name of a nominee
      of DTC, duly executed and authenticated by the Trustee or the Authenticating
      Agent as hereinafter provided. The aggregate principal amounts of the Restricted
      Global Securities may from time to time be increased or decreased by adjustments
      made on the records of the Trustee or DTC or its nominee, as the case may be,
      as
      hereinafter provided.

     

    
      
        
        

      

      
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    The
      Class
      B4-II, Class B5-II or Class B6-II Certificates sold in offshore transactions
      in
      reliance on Regulation S shall be issued initially in the form of one or more
      permanent global Certificates in definitive, fully registered form without
      interest coupons with the applicable legends set forth in Exhibit A hereto
      added
      to the forms of such Certificates (each, a “Regulation S Global Security”),
      which shall be deposited on behalf of the subscribers for such Certificates
      represented thereby with the Trustee, as custodian for DTC and registered in
      the
      name of a nominee of DTC, duly executed and authenticated by the Trustee and
      the
      Authenticating Agent 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.

     

    (d) The
      Class
      B4-II, Class B5-II or Class B6-II Certificates sold to an “accredited investor”
complying with the transfer provision set forth in Section 3.03 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, the initial
      Certificate Registrar in respect of the Certificates and shall maintain books
      for the registration and for the transfer of Certificates (the “Certificate
      Register”). The Trustee may appoint a bank or trust company to act as
      Certificate Registrar. A registration book shall be maintained for the
      Certificates collectively. The Certificate Registrar may resign or be discharged
      or removed and a new successor may be appointed in accordance with the
      procedures and requirements set forth in Sections 6.06 and 6.07 hereof with
      respect to the resignation, discharge or removal of the Trustee and the
      appointment of a successor trustee. The Certificate Registrar may appoint,
      by a
      written instrument delivered to the Holders 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.

     

    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.

     

    
      
        
        

      

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

     

    (c) By
      acceptance of a Restricted Certificate or a Regulation S Global Security,
      whether upon original issuance or subsequent transfer, each Holder of such
      a
      Certificate acknowledges the restrictions on the transfer of such Certificate
      set forth thereon and agrees that it will transfer such a Certificate only
      as
      provided herein. In addition, each Holder of a Regulation S Global Security
      shall be deemed to have represented and warranted to the Trustee, the
      Certificate Registrar and any of their respective successors that: (i) such
      Person is not a U.S. person within the meaning of Regulation S and was, at
      the
      time the buy order was originated, outside the United States and (ii) such
      Person understands that such Certificates have not been registered under the
      Securities Act of 1933, as amended (the “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 Act,
      that is purchasing such Certificates for its own account or for the account
      of a
      qualified institutional buyer to which notice is given that the transfer is
      being made in reliance on Rule 144A or (B) in an offshore transaction (as
      defined in Regulation S) in compliance with the provisions of Regulation S,
      in
      each case in compliance with the requirements of this Agreement; and it will
      notify such transferee of the transfer restrictions specified in this
      Section.

     

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

     

    (i) The
      Certificate Registrar shall register the transfer of a Restricted Certificate
      if
      the requested transfer is (x) to the Depositor or the Placement Agent, an
      affiliate (as defined in Rule 405 under the Act) of the Depositor or the
      Placement Agent or (y) being made to a QIB by a transferor that has provided
      the
      Certificate Registrar with a certificate in the form of Exhibit F hereto;
      and

     

    
      
        
        

      

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

     

    (d) 
      No
      transfer of an ERISA-Restricted Swap Certificate shall be registered unless
      the
      Trustee and the Certificate Registrar shall have received a representation
      substantially in the form of Exhibit H hereto that either (i) the transferee
      is
      not, and is not acting for, on behalf of or with any assets of, an employee
      benefit plan or other arrangement subject to Title I of ERISA or plan subject
      to
      Section 4975 of the Code, or (ii) until the termination of the Swap Agreement,
      the acquisition and holding of such Certificate are eligible for exemptive
      relief under any of Section 408(b)(17) of ERISA or Section 4975(d)(20) of the
      Code, Prohibited Transaction Class Exemption (“PTCE”) 84-14, PTCE 90-1, PTCE
      91-38, PTCE 95-60 or PTCE 96-23, each as it may be amended from time to time.
      

     

    No
      Transfer of an ERISA-Restricted Certificate or a Residual Certificate will
      be
      registered unless the Trustee, the Certificate Registrar and the Depositor
      receive (A) a representation as set forth in Exhibit D-1 for Residual
      Certificates or Exhibit H for ERISA-Restricted Certificates to the effect that
      such transferee is not an employee benefit plan or arrangement subject to Title
      I of ERISA, a plan subject to Section 4975 of the Code or a plan subject to
      any
      provisions under any federal, state, local, non-U.S. or other laws or
      regulations that are substantively similar to the foregoing provisions of ERISA
      or the Code (“Similar Law”) (collectively, a “Plan”), and is not directly or
      indirectly acquiring the ERISA-Restricted Certificate or Residual Certificate
      for, on behalf of, or with any assets of any such Plan, or (B) solely in the
      case of ERISA-Restricted Certificates (I) if the Certificate has been the
      subject of an ERISA-Qualifying Underwriting, a representation as set forth
      in
      Exhibit H that such transferee is an insurance company that is acquiring the
      Certificate with assets contained in an “insurance company general account,” as
      defined in Section V(e) of PTCE 95-60, and the acquisition and holding of the
      Certificate are covered and exempt under Sections I and III of PTCE 95-60,
      or
      (II) solely in the case of an ERISA-Restricted Certificate that is a Definitive
      Certificate, an Opinion of Counsel satisfactory to the Trustee, the Certificate
      Registrar and the Depositor, and upon which the Trustee, the Certificate
      Registrar and the Depositor shall be entitled to rely, to the effect that the
      acquisition and holding of such Certificate will not constitute or result in
      a
      nonexempt prohibited transaction under ERISA or the Code, or a violation of
      Similar Law, and will not subject the Trustee, the Certificate Registrar, the
      Master Servicer or the Depositor to any obligation in addition to those
      expressly undertaken in this Agreement, which Opinion of Counsel shall not
      be an
      expense of the Trustee, the Certificate Registrar, the Master Servicer or the
      Depositor.

     

    Except
      in
      the case of a Definitive Certificate, the representations set forth in the
      preceding two paragraphs, other than clause (B)(II) in the immediately preceding
      paragraph, shall be deemed to have been made to the Trustee, the Certificate
      Registrar and the Depositor by the transferee’s acceptance of an
      ERISA-Restricted Swap Certificate, ERISA-Restricted Certificate or Residual
      Certificate (or the acceptance by a Certificate Owner of the beneficial interest
      in any Class of ERISA-Restricted Swap Certificate, ERISA-Restricted Certificate
      or Residual Certificate). The Trustee, the Certificate Registrar and the
      Depositor shall not have any obligation to monitor transfers of Book-Entry
      Certificates or Restricted Global Securities that are ERISA-Restricted Swap
      Certificate, ERISA-Restricted Certificates or Residual Certificates or any
      liability for transfers of such Certificates in violation of the transfer
      restrictions.

     

    
      
        
        

      

      
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    Notwithstanding
      any other provision herein to the contrary, any purported transfer of an
      ERISA-Restricted Swap Certificate, ERISA-Restricted Certificate or Residual
      Certificate to or on behalf of a Plan without the delivery to the Trustee,
      the
      Certificate Registrar and the Depositor of a representation or an Opinion of
      Counsel satisfactory to the Trustee, the Certificate Registrar and the Depositor
      as described above shall be void and of no effect and 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. The Trustee, the Certificate Registrar and the Depositor shall not have
      any liability to any Person for any registration or transfer of any
      ERISA-Restricted Swap Certificate, ERISA-Restricted Certificate or Residual
      Certificate that is in fact not permitted by this Section 3.03(d) and the
      Trustee, the Certificate Registrar and the Depositor shall not have any
      liability 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 Certificate
      Registrar in accordance with the foregoing requirements. The Trustee, the
      Certificate Registrar and the Depositor shall be entitled, but not obligated,
      to
      recover from any Holder of any ERISA-Restricted Swap Certificate,
      ERISA-Restricted Certificate or Residual Certificate that was in fact a Plan
      and
      that held such Certificate in violation of this Section 3.03(d) all payments
      made on such ERISA-Restricted Certificate at and after the time it commenced
      such holding. Any such payments so recovered shall be paid and delivered to
      the
      last preceding Holder of such Certificate that is not a Plan.

     

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

     

    (f) Notwithstanding
      anything to the contrary contained herein, no Residual Certificate may be owned,
      pledged or transferred, directly or indirectly, by or to (i) a Disqualified
      Organization or (ii) an individual, corporation or partnership or other person
      unless, in the case of clause (ii), 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”).

     

    
      
        
        

      

      
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    Prior
      to
      and as a condition of the registration of any transfer, sale or other
      disposition of a Residual Certificate, the proposed transferee shall deliver
      to
      the Trustee an affidavit in substantially the form attached hereto as Exhibit
      D-1 representing and warranting, among other things, that such transferee is
      neither a Disqualified Organization, an agent or nominee acting on behalf of
      a
      Disqualified Organization, nor a Non-permitted Foreign Holder (any such
      transferee, a “Permitted Transferee”), and the proposed transferor shall deliver
      to the Trustee an affidavit in substantially the form attached hereto as Exhibit
      D-2. In addition, the Trustee may (but shall have no obligation to) require,
      prior to and as a condition of any such transfer, the delivery by the proposed
      transferee of an Opinion of Counsel, addressed to the Depositor, the Master
      Servicer, any NIMS Insurer and the Trustee satisfactory in form and substance
      to
      the Depositor, that such proposed transferee or, if the proposed transferee
      is
      an agent or nominee, the proposed beneficial owner, is not a Disqualified
      Organization, agent or nominee thereof, or 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. Neither the Trustee nor the Certificate Registrar shall
      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 or the Certificate Registrar 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 or the Certificate
      Registrar 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 or the Certificate Registrar shall be
      paid
      and delivered to the last preceding Holder of such Residual
      Certificate.

     

    If
      any
      purported transferee shall become a registered Holder of a Residual Certificate
      in violation of the provisions of this Section 3.03(f), then upon receipt of
      written notice to the Trustee or the Certificate Registrar that the registration
      of transfer of such Residual Certificate was not in fact permitted by this
      Section 3.03(f), the last preceding Permitted Transferee shall be restored
      to
      all rights as Holder thereof retroactive to the date of such registration of
      transfer of such Residual Certificate. Neither the Trustee nor the Certificate
      Registrar shall be under any 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).

     

    
      
        
        

      

      
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    (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 Class B4-II, Class B5-II or Class B6-II 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).

     

    (i) Subject
      to clauses (ii) and (iii) of this Section 3.03(h), transfers of a Global
      Security representing any of the Class B4-II, Class B5-II or Class B6-II
      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.

     

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

     

    (iii) Regulation
      S Global Security to Restricted Global Security.
      If a
      holder of a beneficial interest in a Regulation S Global Security deposited
      with
      or on behalf of DTC wishes at any time to transfer its interest in such
      Regulation S Global Security to a Person who wishes to take delivery thereof
      in
      the form of an interest in a Restricted Global Security, such holder may,
      subject to the rules and procedures of DTC, exchange or cause the exchange
      of
      such interest for an equivalent beneficial interest in a Restricted Global
      Security. Upon receipt by the Certificate Registrar, of (I) instructions from
      DTC directing the 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 L-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 Act and in accordance with
      any
      applicable securities laws of any State of the United States or any other
      jurisdiction, then the 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
      Certificate Registrar, shall instruct DTC, concurrently with such reduction,
      to
      credit or cause to be credited to the account of the Person specified in such
      instructions a beneficial interest in the Restricted Global Security equal
      to
      the reduction in the principal amount of the Regulation S Global
      Security.

     

    
      
        
        

      

      
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    (iv) 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 Act, as the case may be),
      and
      as may be from time to time adopted by the Certificate Registrar.

     

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

     

    Section
      3.04. Cancellation
      of Certificates.

     

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

     

    Section
      3.05. Replacement
      of Certificates.

     

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

     

    
      
        
        

      

      
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    Section
      3.06. Persons
      Deemed Owners.

     

    Subject
      to the provisions of Section 3.09 with respect to Book-Entry Certificates,
      the
      Depositor, the Master Servicer, the Trustee, any NIMS Insurer, 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, any NIMS Insurer, the Certificate
      Registrar nor any agent of any of them shall be affected by notice to the
      contrary.

     

    Section
      3.07. Temporary
      Certificates.

     

    (a) Pending
      the preparation of Definitive Certificates, upon the order of the Depositor,
      the
      Trustee shall execute and the Trustee or Authenticating Agent 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 Certificate Registrar without charge to the Holder.
      Upon
      surrender for cancellation of any one or more temporary Certificates, the
      Trustee shall execute, authenticate and deliver in exchange therefor a like
      aggregate Certificate Principal Amount of Definitive Certificates of the same
      Class in the authorized denominations. Until so exchanged, the temporary
      Certificates shall in all respects be entitled to the same benefits under this
      Agreement as Definitive Certificates of the same Class.

     

    Section
      3.08. Appointment
      of Paying Agent.

     

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

     

    
      
        
        

      

      
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    (b) Any
      Paying Agent shall be either a bank or trust company or otherwise authorized
      under law to exercise corporate trust powers. A Paying Agent shall comply with
      its reporting obligations under Regulation AB with respect to the Trust Fund
      in
      form and substance similar to those of the Trustee pursuant to Sections 6.20,
      and the related assessment of compliance shall cover, at a minimum, the matters
      indicated as obligations with respect to the Paying Agent on Exhibit O attached
      hereto. In addition, the Paying Agent (if other than the Trustee) shall notify
      the Sponsor, the Master Servicer and the Depositor within five (5) calendar
      days
      of knowledge thereof (i) of any legal proceedings pending against the Paying
      Agent of the type described in Item 1117 (§ 229.1117) of Regulation AB, (ii) any
      merger, consolidation or sale of substantially all of the assets of the Paying
      Agent and (iii) if the Paying Agent shall become (but only to the extent not
      previously disclosed) at any time an Affiliate of any of the parties listed
      on
      Exhibit R hereto or any of their Affiliates.

     

    (c) Any
      Paying Agent (if other than the Trustee) agrees to indemnify the Depositor, the
      Trustee and the Master Servicer, and each of their respective directors,
      officers, employees and agents and the Trust Fund and hold each of them harmless
      from and against any losses, damages, penalties, fines, forfeitures, legal
      fees
      and expenses and related costs, judgments, and any other costs, fees and
      expenses that any of them may sustain arising out of or based upon the failure
      by such Paying Agent to deliver any information, report or certification when
      and as required under Section 6.20 and Section 9.25(a), 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.

     

    Section
      3.09. Book-Entry
      Certificates.

     

    (a) Each
      Class of Book-Entry Certificates, upon original issuance, shall be issued in
      the
      form of one or more typewritten Certificates representing the Book-Entry
      Certificates, to be delivered to The Depository Trust Company, 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):

     

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

     

    
      
        
        

      

      
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    (ii) the
      Depositor, the Master Servicer, the 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;

     

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

     

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

     

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

     

    (c) If
      (i)
      (A) the Depositor advises the Certificate Registrar 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, (ii) the Depositor, at
      its
      option, advises the Trustee in writing that it elects to terminate the
      book-entry system through the Clearing Agency or (iii) after the occurrence
      of
      an Event of Default, Certificate Owners representing beneficial interests
      aggregating not less than 50% of the Class Principal Amount of a Class of
      Book-Entry Certificates identified as such to the Trustee by an Officer’s
      Certificate from the Clearing Agency advise the Trustee and the Clearing Agency
      through the Clearing Agency Participants in writing that the continuation of
      a
      book-entry system through the Clearing Agency is no longer in the best interests
      of the Certificate Owners of a Class of Book-Entry Certificates, the Trustee
      shall notify the Clearing Agency to effect notification to all Certificate
      Owners, through the Clearing Agency, of the occurrence of any such event and
      of
      the availability of Definitive Certificates to Certificate Owners requesting
      the
      same. Upon surrender to the Trustee of the Book-Entry Certificates by the
      Clearing Agency, accompanied by registration instructions from the Clearing
      Agency for registration, the Trustee shall issue the Definitive Certificates.
      Neither the Depositor nor the Trustee shall be liable for any delay in delivery
      of such instructions and may conclusively rely on, and shall be protected in
      relying on, such instructions. Upon the issuance of Definitive Certificates
      all
      references herein to obligations imposed upon or to be performed by the Clearing
      Agency shall be deemed to be imposed upon and performed by the Trustee, to
      the
      extent applicable, with respect to such Definitive Certificates and the Trustee
      shall recognize the holders of the Definitive Certificates as Certificateholders
      hereunder.

     

    
      
        
        

      

      
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    ARTICLE
      IV


     

    ADMINISTRATION
      OF THE TRUST FUND

     

    Section
      4.01. Collection
      Account.

     

    (a) On
      the
      Closing Date, the Master Servicer shall open and shall thereafter maintain
      a
      segregated account held in trust (the “Collection Account”), entitled “Aurora
      Loan Services LLC, as Master Servicer, in trust for the benefit of the Holders
      of Structured Adjustable Rate Mortgage Loan Trust Mortgage Pass-Through
      Certificates, Series 2006-12.” 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 and any NIMS Insurer 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 1:00 p.m. New York City time on each Deposit Date, the
      entire amount on deposit in the Collection Account (subject to permitted
      withdrawals set forth in Section 4.02), not including any amounts which are
      to
      be excluded from the Available Distribution Amount for such Distribution Date
      pursuant to clauses (A) through (H) of paragraph (i) of the definition thereof
      (other than any amounts due or reimbursable to the Trustee or the 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 (but with prior notice to Trustee), may choose
      to
      make daily remittances from the Collection Account to the Trustee for deposit
      into the Certificate Account.

     

    (d) The
      Master Servicer shall deposit or cause to be deposited into the Collection
      Account, no later than the second Business Day 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 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, on the Mortgage Loans;

     

    
      
        
        

      

      
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    (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; 

     

    (iv) all
      Insurance Proceeds;

     

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

     

    (vi) all
      Prepayment Penalty Amounts; 

     

    (vii) all
      proceeds of any Mortgage Loan purchased by any Person; and 

     

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

     

    (e) Funds
      in
      the Collection Account may be invested in Eligible Investments (selected by
      and
      at the written direction of the Master Servicer) which shall mature not later
      than one Business Day prior to the Deposit Date (except that if such Eligible
      Investment is an obligation of the Trustee or the Paying Agent, if other than
      the Trustee, and such Collection Account is maintained with the Trustee or
      the
      Paying Agent, if other than the Trustee, then such Eligible Investment shall
      mature not later than such applicable Deposit Date), and any such Eligible
      Investment shall not be sold or disposed of prior to its maturity. All such
      Eligible Investments shall be made in the name of the Master Servicer in trust
      for the benefit of the Trustee and Holders of Structured Adjustable Rate
      Mortgage Loan Trust, Mortgage Pass-Through Certificates, Series 2006-12. All
      income and gain realized from any such investment shall be for the benefit
      of
      the Master Servicer, while such Collection Account is maintained by the Master
      Servicer, and shall be subject to its withdrawal or order from time to time
      and
      shall not be part of the Trust Fund. The amount of any losses incurred in
      respect of any such investments shall be deposited in such Collection Account
      by
      the Master Servicer out of its own funds, without any right of reimbursement
      therefor, immediately as realized. The foregoing requirements for deposit in
      the
      Collection Account are exclusive, it being understood and agreed that, without
      limiting the generality of the foregoing, payments of interest on funds in
      the
      Collection Account and payments in the nature of late payment charges 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 such Collection Account.

     

    
      
        
        

      

      
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    Section
      4.02. Application
      of Funds in the Collection Account.

     

    (a) 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; the Master
      Servicer’s right to reimburse itself pursuant to this subclause (i) 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, 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 Advances or 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
      Advance or 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;

     

    
      
        
        

      

      
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    (iv) in
      the
      event it has elected not to pay itself the Master Servicing Fee out of any
      Mortgagor payment on account of interest or other recovery with respect to
      a
      particular Mortgage Loan prior to the deposit of such Mortgagor payment or
      recovery in the Collection Account, to pay to itself the Master Servicing Fee
      for each Distribution Date and any unpaid Master Servicing Fees for prior
      Distribution Dates, as reduced pursuant to Section 5.05, from any Mortgagor
      payment as to interest or such other recovery with respect to that Mortgage
      Loan, as is permitted by this Agreement;

     

    (v) 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, 9.06, 9.16 or
      9.22(a) or pursuant to the applicable Servicing Agreement (to the extent such
      reimbursement constitutes “unanticipated expenses” within the meaning of
      Treasury Regulation Section 1.860G-1(b)(3)(ii)), and to reimburse itself for
      any
      expenses reimbursable to it pursuant to Section 10.01(c);

     

    (vi) 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;

     

    (vii) subject
      to Section 5.04, to pay to itself income earned on the investment of funds
      deposited in the Collection Account;

     

    (viii) 
      to make
      payments to the Trustee on each Deposit Date for deposit into the Certificate
      Account in the amounts and in the manner provided for in Section
      4.04;

     

    (ix) to
      make
      payment to itself, the Trustee and others pursuant to any provision of this
      Agreement and to reimburse any Custodian pursuant to the applicable Custodial
      Agreement, but only to the extent that the items reimbursed constitute
“unanticipated expenses” within the meaning of Treasury Regulation Section
      1.860G-1(b)(3)(ii);

     

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

     

    (xi) to
      clear
      and terminate any 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 Master Servicer or the Trustee thereto shall be prior to the rights
      of the Certificateholders; and

     

    
      
        
        

      

      
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    (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 provided such amounts are
      Servicing Fees or “unanticipated expenses” within the meaning of Treasury
      Regulation Section 1.860G-1(b)(3)(ii).

     

    If
      provided in the related Servicing Agreement, each Servicer shall be entitled
      to
      retain as additional servicing compensation any Prepayment Interest Excess
      (to
      the extent not offset by Prepayment Interest Shortfalls). The Servicers of
      the
      Participations shall be entitled to retain as additional servicing compensation
      any Prepayment Penalty Amounts received with respect to the
      Participations.

     

    In
      connection with withdrawals pursuant to subclauses (i), (ii), (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. The Master
      Servicer shall therefore keep and maintain a separate accounting for each
      Mortgage Loan it master services for the purpose of justifying any withdrawal
      from the Collection Account it maintains pursuant to such subclause (i), (ii),
      (iii), (iv) and (vi).

     

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

     

    (b) The
      Trustee shall afford the NIMS Insurer upon reasonable notice, during normal
      business hours, access to all records maintained by the Trustee in respect
      of
      its duties hereunder and access to officers of the Trustee responsible for
      performing such duties. The Trustee shall cooperate fully with the NIMS Insurer
      and shall make available to the NIMS Insurer for review and copying at the
      expense of the NIMS Insurer, such books, documents or records as may be
      requested with respect to the Trustee’s duties hereunder. The NIMS Insurer shall
      not have any responsibility or liability for any action or failure to act by
      the
      Trustee and are not obligated to supervise the performance of the Trustee under
      this Agreement or otherwise. The Trustee shall also afford the NIMS Insurer,
      upon reasonable notice, during normal business hours, access to the Mortgage
      Files and shall cause the Master Servicer and the Servicer to provide such
      access to the Mortgage Files.

     

    Section
      4.03. Reports
      to Certificateholders.

     

    (a) On
      each
      Distribution Date, the Trustee shall prepare (based solely on information
      provided by the Master Servicer, the Swap Counterparty or any Cap Counterparty)
      and shall make available to the Swap Counterparty, the Certificateholders and
      any NIMS Insurer a written report setting forth the following information,
      by
      Mortgage Pool and Certificate Group (on the basis of Mortgage Loan level
      information provided by the applicable Servicer and the Master
      Servicer):

     

    (i) the
      aggregate amount of the distribution to be made on such Distribution Date to
      the
      Holders of each Class of Certificates, other than any Class of Notional
      Certificates, 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;

     

    
      
        
        

      

      
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    (ii) the
      aggregate amount of the distribution to be made on such Distribution Date to
      the
      Holders of each Class of Certificates 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 distributions to the Holders of the Class P-I, Class
      P-II, Class 1-X, Class C-X, Class S-X, Class R-I and Class R-II Certificates
      on
      such Distribution Date, stated separately, and the aggregate amounts, if any,
      of
      distributions to the Holders of the Class P-I, Class P-II, Class 1-X, Class
      C-X,
      Class S-X, Class R-I and Class R-II Certificates on all Distribution Dates,
      stated separately;

     

    (iv) (A) the
      aggregate amount of any Advances required to be made as of the end if the month
      immediately preceding the month in which such Distribution Date occurs by or
      on
      behalf of the Master Servicer or any Servicer (or, if applicable, 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;

     

    (v) the
      Aggregate Principal Balance of the Mortgage Loans and the 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, 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 due to Realized Losses;

     

    (vii) 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, Servicing Fees and Trustee Fee paid during
      the Due Period to which such distribution relates;

     

    
      
        
        

      

      
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    (ix) the
      number and aggregate Scheduled Principal Balance of Mortgage Loans (not
      including a Liquidated Mortgage Loan as of the end of the Prepayment Period),
      as
      reported to the Trustee by the Master Servicer, (a) remaining outstanding,
      (b)
      delinquent one month, (c) delinquent two months, (d) delinquent three or more
      months and (e) as to which foreclosure proceedings have been commenced as of
      the
      close of business on the last Business Day of the calendar month immediately
      preceding the month in which such Distribution Date occurs;

     

    (x) the
      delinquency method (MBA) that is used to calculate the information provided
      under (ix) above;

     

    (xi) the
      deemed aggregate principal balance of all REO Properties (not including a
      Liquidated Mortgage Loan as of the end of the Prepayment Period) 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; with respect to substitution
      of Mortgage Loans in the preceding calendar month, the aggregate Scheduled
      Principal Balance of all such Deleted Mortgage Loans, and of all Qualifying
      Substitute Mortgage Loans;

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
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    (xx) the
      amount of any payments made by the Cap Counterparty to the Trust Fund under
      the
      Cap Agreements. 

     

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

     

    In
      addition to the information listed above
      for any
      year in which the Depositor is subject to Exchange Act Reporting with respect
      to
      the Certificates,
      such
      Distribution Date report shall also include 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
      to the
      extent that the Trustee shall have received any such information from the
      Depositor, the Sponsor, the Master Servicer, the Servicer, any Custodian, any
      cap counterparty or any Subservicer or Subcontractor therefor, as applicable,
      no
      later than four
      Business
      Days prior to the Distribution
      Date.

     

    The
      Trustee shall make such report and additional loan level information (and,
      at
      its option, any additional files provided by the Master Servicer containing
      the
      same information in an alternative format) provided to it by the Master
      Servicer, Swap Counterparty and Cap Counterparty available each month to
      Certificateholders, any NIMS Insurer, Swap
      Counterparty, Cap Counterparty and
      the
      Rating Agencies via the Trustee’s internet website. The Trustee’s internet
      website shall initially be located at http://trustinvestorreporting.com and
      assistance in using the website can be obtained by emailing the Trustee’s
      customer service desk at ct.information.delivery@usbank.com. Such parties that
      are unable to use the website are entitled to have a paper copy mailed to them
      via first class mail by 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 J as mutually agreed to by
      the
      Trustee and the Master Servicer, Swap Counterparty and Cap Counterparty ) no
      later than 2:00 p.m. Eastern Time four Business Days prior to the Distribution
      Date. In preparing or furnishing the information to be provided by the Trustee,
      the Master Servicer shall be entitled to rely conclusively on the accuracy
      and
      completeness of the information or data (i) regarding the Mortgage Loans and
      the
      related REO Property that has been provided to the Master Servicer by the
      Servicer and (ii) regarding the Cap Agreement and the Swap Agreement that has
      been provided to the Trustee by the Cap Counterparty and the Swap Counterparty,
      respectively. The Trustee shall be entitled to conclusively rely on the accuracy
      and completeness of (i) the Mortgage Loan data provided by the Master Servicer
      and shall have no liability for any errors or omissions in such Mortgage Loan
      data or other information, and (ii) the information and data provided to the
      Trustee by the Cap Counterparty and Swap Counterparty, and, in each case, the
      Trustee shall not be obligated to verify, reconcile, recomputed or recalculate
      any such information or data.

     

    
      
        
        

      

      
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    (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 the NIM Securities or an 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.

     

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

     

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

     

    Section
      4.04. Certificate
      Account.

     

    (a) The
      Trustee shall establish and maintain in its name, as trustee, a trust account
      (the “Certificate Account”), to be held in trust for the benefit of the
      Certificateholders 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.

     

    
      
        
        

      

      
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    (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. 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 the Trustee Fee and any investment income earned with respect to funds
      in
      the Certificate Account invested in Eligible Investments as set forth in
      subsection (c) below, and to make payments to itself and others prior to making
      distributions pursuant to Section 5.02 for any expenses or other indemnification
      owing to itself and others pursuant to any provision of this Agreement or any
      Custodial Agreement (to the extent payment of such expenses or other
      indemnification constitutes “unanticipated expenses” within the meaning of
      Treasury Regulation Section 1.860G-1(b)(3)(ii));

     

    (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.

     

    (c) 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). All such investments must 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 paid to the Trustee and shall be
      subject to its withdrawal on order from time to time. The amount of any losses
      incurred in respect of any such investments shall be paid by the Trustee for
      deposit in the Certificate Account out of its own funds, without any right
      of
      reimbursement therefor, immediately as realized. Funds held in the Certificate
      Account that are not invested shall be held in cash.

     

    (d) Except
      as
      otherwise expressly provided in this Agreement, if any default occurs in the
      making of a payment due under any Eligible Investment, or if a default occurs
      in
      any other performance required under any Eligible Investment, the Trustee may
      and, subject to Section 6.01 and Section 6.02(iv), upon the request of the
      NIMS
      Insurer, shall take such action as may be appropriate to enforce such payment
      or
      performance, including the institution and prosecution of appropriate
      proceedings.

     

    
      
        
        

      

      
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    ARTICLE
      V

     

    DISTRIBUTIONS
      TO HOLDERS OF CERTIFICATES

     

    Section
      5.01. Distributions
      Generally.

     

    (a) Subject
      to Section 7.01 with respect to the final distribution on the Certificates,
      on
      each Distribution Date the Trustee (or any 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 Corporate Trust Office. Wire transfers
      may be made at the expense of the Holder requesting such wire transfer by
      deducting a wire transfer fee from the related distribution. Notwithstanding
      such final payment of principal of any of the Certificates, each Residual
      Certificate will remain outstanding until the termination of each REMIC and
      the
      payment in full of all other amounts due with respect to the Residual
      Certificate and at such time such final payment in retirement of the Residual
      Certificate will be made only upon presentation and surrender of such
      Certificate at the Corporate Trust Office of the Certificate Registrar. If
      any
      payment required to be made on the Certificates 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 or Percentage
      Interests).

     

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

     

    Section
      5.02. Distributions
      from the Certificate Account.

     

    (a) On
      each
      Distribution Date, the Trustee (or any successor Paying Agent on behalf of
      the
      Trustee, as applicable) shall withdraw from the Certificate Account the Total
      Distribution Amount (excluding all Prepayment Penalty Amounts) and shall
      allocate such amount to the interests issued in respect of each REMIC and shall
      distribute such amount as specified in this Section. 

     

    
      
        
        

      

      
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    (b) On
      each
      Distribution Date (or, with respect to clause (ii) below, on the related Swap
      Payment Date), the Trustee (or Paying Agent, as applicable) shall distribute
      the
      Interest Remittance Amount for Pool 1 as follows:

     

    (i) to
      the
      Trustee, the payment of the Trustee Fee allocable to Pool 1 for such
      Distribution Date;

     

    (ii) for
      deposit into the Supplemental Interest Trust Account, any Net Swap Payment
      or
      Swap Termination Payment (not due to a Swap Counterparty Trigger Event) owed
      to
      the Swap Counterparty (including amounts remaining unpaid from previous
      Distribution Dates);

     

    (iii) concurrently,
      pro rata, to the Pool 1 Senior Certificates, Current Interest and any
      Carryforward Interest for such classes for such Distribution Date (any shortfall
      in Current Interest and Carryforward Interest to be allocated between such
      Classes in proportion to the amount of Current Interest and Carryforward
      Interest that would otherwise be distributable thereon);

     

    (iv) 
      to the
      Pool 1 Subordinate Certificates in accordance with the Pool 1 Subordinate
      Priority, Current Interest and Carryforward Interest for such classes for such
      Distribution Date; and

     

    (v) for
      application as part of Monthly Excess Cashflow for such Distribution Date,
      pursuant to Section 5.02(e) below, any such Interest Remittance Amount for
      Pool
      1 remaining undistributed for such Distribution Date.

     

    (c) The
      Principal Distribution Amount for Pool 1 will be distributed on each
      Distribution Date (or, with respect to clause (i)(B) below, on the related
      Swap
      Payment Date), as follows:

     

    (i) On
      each
      Distribution Date (a) prior to the Pool 1 Stepdown Date or (b) on or after
      the
      Pool 1 Stepdown Date and with respect to which a Pool 1 Trigger Event is in
      effect, until the aggregate Certificate Principal Amount of the Pool 1 Senior
      Certificates equals the Pool 1 Target Amount for such Distribution Date, the
      Trustee shall distribute the Principal Distribution Amount for Pool 1 in the
      following order of priority:

     

    (A)
      to
      the Trustee, the payment of the Trustee Fee allocable to Pool 1 for such
      Distribution Date (to the extent not distributed pursuant to Section 5.02(b)
      above);

     

    (B)
      for
      deposit into the Supplemental Interest Trust Account, any Net Swap Payment
      or
      Swap Termination Payment (not due to a Swap Counterparty Trigger Event) owed
      to
      the Swap Counterparty (to the extent not distributed pursuant to Section 5.02(b)
      above);

     

    (C)
      concurrently to the Pool 1 Senior Certificates, pro rata, as
      follows:

     

    (1)
      to
      the Class 1-A1 Certificates, until the Class Principal Amount of such Class
      has
      been reduced to zero; 

     

    
      
        
        

      

      
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    (2)
      to
      the Class 1-A2 Certificates, until the Class Principal Amount of such Class
      has
      been reduced to zero;

     

    (D)
      to
      the Pool 1 Subordinate Certificates, in accordance with the Pool 1 Subordinate
      Priority, until the Class Principal Amount of each such Class has been reduced
      to zero; and

     

    (E)
      for
      application as part of Pool 1 Monthly Excess Cashflow for such Distribution
      Date, pursuant to Section 5.02(e) below, any such Principal Distribution Amount
      for Pool 1 remaining undistributed after application pursuant to clauses (A)
      through (D) above.

     

    (ii) On
      each
      Distribution Date (a) on or after the Pool 1 Stepdown Date and (b) with respect
      to which a Pool 1 Trigger Event is not in effect, the Trustee shall distribute
      the Principal Distribution Amount for Pool 1 for such Distribution Date in
      the
      following order of priority:

     

    (A)
      to
      the Trustee, the payment of the Trustee Fee allocable to Pool 1 for such
      Distribution Date (to the extent not distributed pursuant to Section 5.02(b)
      above);

     

    (B)
      for
      deposit into the Supplemental Interest Trust Account, any Net Swap Payment
      or
      Swap Termination Payment (not due to a Swap Counterparty Trigger Event) owed
      to
      the Swap Counterparty (to the extent not deposited previously from the Interest
      Remittance Amount for Pool 1 in accordance with class (b) above);

     

    (C)
      (1)
      so long as any of the Pool 1 Subordinate Certificates are outstanding, to the
      Pool 1 Senior Certificates, in accordance with the Pool 1 Senior Priority,
      in an
      amount equal to the lesser of (x) the excess, if any, of (a) the Principal
      Distribution Amount for Pool 1 for such Distribution Date over (b) the amount
      distributed on such Distribution Date pursuant to clauses (A) and (B) above,
      and
      (y) the Pool 1 Senior Principal Distribution Amount for such Distribution Date
      until the Class Principal Amount of each such class has been reduced to zero;
      or
      (2) otherwise to the Pool 1 Senior Certificates, in accordance with the Pool
      1
      Senior Priority, the excess of (A) the Principal Distribution Amount for Pool
      1
      for such Distribution Date over (B) the amount distributed with respect to
      such
      Distribution Date pursuant to clauses (A) and (B) above, in each case until
      the
      Class Principal Amount of each such class has been reduced to zero;

     

    (D)
      to
      the Class M-1 Certificates, an amount equal to the lesser of (x) the excess,
      if
      any, of (a) the Principal Distribution Amount for Pool 1 for such Distribution
      Date over (b) the amount distributed on such Distribution Date pursuant to
      clauses (A) through (C) above, and (y) the M-1 Principal Distribution Amount
      for
      such Distribution Date, until the Class Principal Amount of such Class has
      been
      reduced to zero;

     

    
      
        
        

      

      
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    (E)
      to
      the Class M-2 Certificates, an amount equal to the lesser of (x) the excess,
      if
      any, of (a) the Principal Distribution Amount for Pool 1 for such Distribution
      Date over (b) the amount distributed on such Distribution Date pursuant to
      Clauses (A) through (D) above, and (y) the M-2 Principal Distribution Amount
      for
      such Distribution Date, until the Class Principal Amount of such Class has
      been
      reduced to zero;

     

    (F)
      to
      the Class M-3 Certificates, an amount equal to the lesser of (x) the excess,
      if
      any, of (a) the Principal Distribution Amount for Pool 1 for such Distribution
      Date over (b) the amount distributed on such Distribution Date pursuant to
      Clauses (A) through (E) above, and (y) the M-3 Principal Distribution Amount
      for
      such Distribution Date, until the Class Principal Amount of such Class has
      been
      reduced to zero;

     

    (G)
      to
      the Class M-4 Certificates, an amount equal to the lesser of (x) the excess,
      if
      any, of (a) the Principal Distribution Amount for Pool 1 for such Distribution
      Date over (b) the amount distributed on such Distribution Date pursuant to
      clauses (A) through (F) above, and (y) the M-4 Principal Distribution Amount
      for
      such Distribution Date, until the Class Principal Amount of such Class has
      been
      reduced to zero;

     

    (H)
      to
      the Class M-5 Certificates, an amount equal to the lesser of (x) the excess,
      if
      any, of (a) the Principal Distribution Amount for Pool 1 for such Distribution
      Date over (b) the amount distributed on such Distribution Date pursuant to
      clauses (A) through (G) above, and (y) the M-5 Principal Distribution Amount
      for
      such Distribution Date, until the Class Principal Amount of such Class has
      been
      reduced to zero;

     

    (I)
      to
      the Class M-6 Certificates, an amount equal to the lesser of (x) the excess,
      if
      any, of (a) the Principal Distribution Amount for Pool 1 for such Distribution
      Date over (b) the amount distributed on such Distribution Date pursuant to
      clauses (A) through (H) above, and (y) the M-6 Principal Distribution Amount
      for
      such Distribution Date, until the Class Principal Amount of such Class has
      been
      reduced to zero;

     

    (J)
      to
      the Class M-7 Certificates, an amount equal to the lesser of (x) the excess,
      if
      any, of (a) the Principal Distribution Amount for Pool 1 for such Distribution
      Date over (b) the amount distributed on such Distribution Date pursuant to
      clauses (A) through (I) above, and (y) the M-7 Principal Distribution Amount
      for
      such Distribution Date, until the Class Principal Amount of such Class has
      been
      reduced to zero; and 

     

    (K)
      for
      application as part of Pool 1 Monthly Excess Cashflow for such Distribution
      Date
      pursuant to Section 5.02(e) below, any such Principal Distribution Amount for
      Pool 1 remaining undistributed after application pursuant to clauses (A) through
      (J) above. 

     

    
      
        
        

      

      
        96

        
          

        

      

      
        
        

      

    

     

    (d) On
      each
      Distribution Date, the Available Distribution Amount for Pool 2 will be
      allocated among the Classes of Senior Certificates relating to Pool 2, and
      among
      the Classes of the Pool 2 Subordinate Certificates as follows:

     

    (i) from
      the
      Available Distribution Amount for Pool 2, to the Trustee, the payment of the
      Trustee Fee allocable to Pool 2 for such Distribution Date;

     

    (ii) from
      the
      Available Distribution Amount for Pool 2, to payment of Accrued Certificate
      Interest on each Class of Senior Certificates of the related Certificate Group,
      as reduced by such Class’s allocable share of any Net Prepayment Interest
      Shortfalls for Pool 2 for such Distribution Date; provided, however, that any
      shortfall in available amounts for Pool 2 will be allocated among the Classes
      of
      the related Certificate Group, in proportion to the amount of such interest
      (as
      so reduced) that would otherwise be distributable thereon;

     

    (iii) from
      the
      Available Distribution Amount for Pool 2, to payment of any outstanding Interest
      Shortfalls on each Class of Senior Certificates of the related Certificate
      Group, as reduced by such Class’s allocable share of any Net Prepayment Interest
      Shortfalls for Pool 2 for such Distribution Date; provided, however, that any
      shortfall in available amounts for either such Mortgage Pool will be allocated
      among the Classes of the related Certificate Group in proportion to the amount
      of such interest (as so reduced) that would otherwise be distributable
      thereon;

     

    (iv) to
      the
      Pool 2 Senior Certificates to the extent of the remaining related Available
      Distribution Amount, from the Available Distribution Amount for Pool 2, the
      Pool
      2 Senior Principal Distribution Amount for Pool 2, in reduction of their Class
      Principal Amounts sequentially as follows:

     

    (A) first,
      to
      the Class R-II Certificate, until its Class Principal Amount has been reduced
      to
      zero;

     

    (B) second,
      pro rata to the Class 2-A1 and Class 2-A2 Certificates, from the Available
      Distribution Amount for Pool 2, the Pool 2 Senior Principal Distribution Amount,
      in reduction of their Class Principal Amounts, until their Class Principal
      Amounts have been reduced to zero; 

     

    (v) from
      the
      remaining Available Distribution Amount for Pool 2, subject to the prior
      distribution of amounts pursuant to Section 5.02(l) and Section 5.02(m) in
      the
      case of clauses (C), (F), (I), (L), (O) and (R), to the Pool 2 Subordinate
      Certificates, in the following order of priority:

     

    (A) to
      the
      Class B1-II 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;

     

    
      
        
        

      

      
        97

        
          

        

      

      
        
        

      

    

     

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

     

    (C) to
      the
      Class B1-II Certificates, in reduction of the Class Principal Amount thereof,
      such Class’s Subordinate Class Percentage of each Subordinate Principal
      Distribution Amount for such Distribution Date, except as provided in Section
      5.02(i), until the Class Principal Amount thereof has been reduced to
      zero;

     

    (D) to
      the
      Class B2-II 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;

     

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

     

    (F) to
      the
      Class B2-II Certificates, in reduction of the Class Principal Amount thereof,
      such Class’s Subordinate Class Percentage of each Subordinate Principal
      Distribution Amount for such Distribution Date, except as provided in Section
      5.02(i), until the Class Principal Amount thereof has been reduced to
      zero;

     

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

     

    (I)  to
      the
      Class B3-II Certificates, in reduction of the Class Principal Amount thereof,
      such Class’s Subordinate Class Percentage of each Subordinate Principal
      Distribution Amount for such Distribution Date, except as provided in Section
      5.02(i), until the Class Principal Amount thereof has been reduced to
      zero;

     

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

     

    (L) to
      the
      Class B4-II Certificates, in reduction of the Class Principal Amount thereof,
      such Class’s Subordinate Class Percentage of each Subordinate Principal
      Distribution Amount for such Distribution Date, except as provided in Section
      5.02(i), until the Class Principal Amount thereof has been reduced to
      zero;

     

    
      
        
        

      

      
        98

        
          

        

      

      
        
        

      

    

     

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

     

    (O) to
      the
      Class B5-II Certificates, in reduction of the Class Principal Amount thereof,
      such Class’s Subordinate Class Percentage of each Subordinate Principal
      Distribution Amount for such Distribution Date, except as provided in Section
      5.02(i), until the Class Principal Amount thereof has been reduced to
      zero;

     

    (P) to
      the
      Class B6-II 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 B6-II Certificates, any Interest Shortfall for such Class on such
      Distribution Date; and

     

    (R) to
      the
      Class B6-II Certificates, in reduction of the Class Principal Amount thereof,
      such Class’s Subordinate Class Percentage of each Subordinate Principal
      Distribution Amount for such Distribution Date, except as provided in Section
      5.02(i), until the Class Principal Amount thereof has been reduced to
      zero.

     

    (e) Any
      Pool
      1 Monthly Excess Cashflow for each Distribution Date, together with any proceeds
      received under the Pool 1 Interest Rate Cap Agreement in the case of Section
      5.02(e)(iv) below, will on each Distribution Date be distributed in the
      following order of priority:

     

    (i) For
      each
      Distribution Date, Pool 1 Monthly Excess Cashflow will be paid to the Pool
      1
      Certificates in the following order of priority:

     

    (A)
      concurrently, on a pro rata basis, based on amounts due, to the Pool 1 Senior
      Certificates, Current Interest and any Carryforward Interest for such Classes
      for such Distribution Date due pursuant to Section 5.02(b)(iii) above, to the
      extent unpaid pursuant to such section;

     

    (B)
      to
      the Pool 1 Subordinate Certificates, in accordance with the Pool 1 Subordinate
      Priority, Current Interest and any Carryforward Interest for each such class
      and
      such Distribution Date to the extent unpaid pursuant to Section 5.02(b)(iv)
      above;

     

    
      
        
        

      

      
        99

        
          

        

      

      
        
        

      

    

     

    (C)
      to
      the Trustee, previously unreimbursed extraordinary costs, liabilities and
      expenses, to the extent allocable to Pool 1;

     

    (ii) For
      each
      Distribution Date occurring (a) before the Pool 1 Stepdown Date or (b) on or
      after the Pool 1 Stepdown Date but for which a Pool 1 Trigger Event is in
      effect, then until the aggregate Class Principal Amounts of the Pool 1
      Certificates equals the Pool 1 Target Amount for such Distribution Date, in
      reduction of the Class Principal Amounts of the Pool 1 Certificates in the
      following order of priority:

     

    (A)
      to
      each Class of Pool 1 Senior Certificates, in accordance with the Pool 1 Senior
      Priority, in reduction of their respective Class Principal Amounts, until the
      Class Principal Amount of each such Class has been reduced to zero;
      and

     

    (B)
      to
      the Pool 1 Subordinate Certificates, in accordance with the Pool 1 Subordinate
      Priority in reduction of their respective Class Principal Amounts, until the
      Class Principal Amount of each such Class has been reduced to zero;

     

    (iii) For
      each
      Distribution Date occurring on or after the Pool 1 Stepdown Date and for which
      a
      Pool 1 Trigger Event is not in effect in the following order of
      priority:

     

    (A)
      to
      each Class of Pool 1 Senior Certificates, in accordance with the Pool 1 Senior
      Priority, in reduction of their respective Class Principal Amounts, until the
      aggregate Class Principal Amount of such Pool 1 Senior Certificates, after
      giving effect to distributions on such Distribution Date, equals the Pool 1
      Senior Target Amount;

     

    (B)
      to
      the Class M-1 Certificates, in reduction of their Class Principal Amount, until
      the aggregate Class Principal Amount of the Pool 1 Senior Certificates and
      the
      Class M-1 Certificates, after giving effect to distributions on such
      Distribution Date, equals the M-1 Target Amount;

     

    (C)
      to
      the Class M-2 Certificates, in reduction of their Class Principal Amount, until
      the aggregate Class Principal Amount of the Pool 1 Senior Certificates and
      the
      Class M-1 and Class M-2 Certificates, after giving effect to distributions
      on
      such Distribution Date, equals the M-2 Target Amount;

     

    (D)
      to
      the Class M-3 Certificates, in reduction of their Class Principal Amount, until
      the aggregate Class Principal Amount of the Pool 1 Senior Certificates and
      the
      Class M-1, Class M-2 and Class M-3 Certificates, after giving effect to
      distributions on such Distribution Date, equals the M-3 Target
      Amount;

     

    (E)
      to
      the Class M-4 Certificates, in reduction of their Class Principal Amount, until
      the aggregate Class Principal Amount of the Pool 1 Senior Certificates and
      the
      Class M-1, Class M-2, Class M-3 and Class M-4 Certificates, after giving effect
      to distributions on such Distribution Date, equals the M-4 Target Amount;


     

    
      
        
        

      

      
        100

        
          

        

      

      
        
        

      

    

     

    (F)
      to
      the Class M-5 Certificates, in reduction of their Class Principal Amount, until
      the aggregate Class Principal Amount of the Pool 1 Senior Certificates and
      the
      Class M-1, Class M-2, Class M-3, Class M-4 and Class M-5 Certificates, after
      giving effect to distributions on such Distribution Date, equals the M-5 Target
      Amount;

     

    (G)
      to
      the Class M-6 Certificates, in reduction of their Class Principal Amount, until
      the aggregate Class Principal Amount of the Pool 1 Senior Certificates and
      the
      Class M-1, Class M-2, Class M-3, Class M-4, Class M-5 and Class M-6
      Certificates, after giving effect to distributions on such Distribution Date,
      equals the M-6 Target Amount; and

     

    (H)
      to
      the Class M-7 Certificates, in reduction of their Class Principal Amount, until
      the aggregate Class Principal Amount of the Pool 1 Senior Certificates and
      the
      Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6 and Class
      M-7
      Certificates, after giving effect to distributions on such Distribution Date,
      equals the M-7 Target Amount; 

     

    (iv) to
      the
      Pool 1 Basis Risk Reserve Fund, the amount of any Basis Risk Payment with
      respect to the Pool 1 Certificates and any payment received in respect of the
      Pool 1 Interest Rate Cap Agreement, and then from the Pool 1 Basis Risk Reserve
      Fund, in the following order of priority:

     

    (A)
      from
      any proceeds received under the Pool 1 Interest Rate Cap Agreement, first to
      the
      Pool 1 Senior Certificates, the amount of any Basis Risk Shortfalls and Unpaid
      Basis Risk Shortfalls for each such Class and such Distribution Date, pro rata
      in proportion to the amount of such shortfalls, and second, to the Pool 1
      Subordinate Certificates, the amount of any Basis Risk Shortfalls and Unpaid
      Basis Risk Shortfalls for each such Class and such Distribution Date, in
      accordance with the Pool 1 Subordinate Priority (provided that any payments
      received from the Pool 1 Interest Rate Cap Agreement which are in excess of
      amounts needed to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls
      on
      the Pool 1 Certificates shall be distributed to the Class C-X Certificates
      on
      such Distribution Date);

     

    (B)
      to
      the Pool 1 Senior Certificates, the amount of any Basis Risk Shortfalls and
      Unpaid Basis Risk Shortfalls for each such Class and such Distribution Date,
      pro
      rata in proportion to the amount of such shortfalls, to the extent unpaid
      pursuant to Section 5.02(e)(iv)(A) above and Section 5.02(f)(vi);

     

    (C)
      to
      the Pool 1 Subordinate Certificates, in accordance with the Subordinate
      Priority, any applicable Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls
      for each such class and such Distribution Date, to the extent unpaid pursuant
      to
      Section 5.02(e)(iv)(A) above and Section 5.02(f)(vi);

     

    (D)
      to
      the Class 1-X Certificates, any amounts remaining in the Pool 1 Basis Risk
      Reserve Fund in excess of amounts required to be on deposit therein after
      satisfying Section 5.02(e)(iv)(A) through 5.02(e)(iv)(C) above for that
      Distribution Date;

     

    
      
        
        

      

      
        101

        
          

        

      

      
        
        

      

    

     

    (v) pro
      rata
      in proportion to their respective Deferred Amounts (and any interest accrued
      on
      such Deferred Amounts at the related Certificate Interest Rate), to the Pool
      1
      Senior Certificates, any applicable Deferred Amount and any interest accrued
      on
      such Deferred Amounts for each such Class and such Distribution
      Date;

     

    (vi) to
      the
      Pool 1 Subordinate Certificates, in accordance with the Pool 1 Subordinate
      Priority, any Deferred Amount for each such Class and such Distribution
      Date;

     

    (vii) to
      the
      Supplemental Interest Trust, for distribution pursuant to Section 5.02(f)(x);
      and 

     

    (viii) to
      the
      Class 1-X Certificates, the Class 1-X Distributable Amount for such Distribution
      Date; 

     

    (ix) to
      the
      Class R-I Certificate, any remaining amount.

     

    (f) On
      each
      Distribution Date (or, with respect to clauses (i), (ii), (ix) and (x) below,
      the Swap Payment Date), the Trustee (or Paying Agent, as applicable) shall
      distribute the Supplemental Trust Amount from the Supplemental Interest Trust
      Account in the following order of priority:

     

    (i) to
      the
      Swap Counterparty, any Net Swap Payment (not due to a Swap Counterparty Trigger
      Event) owed to the Swap Counterparty pursuant to the Swap Agreement for the
      related Distribution Date to the extent unpaid from the Interest Remittance
      Amount for Pool 1 and from the Principal Distribution Amount for Pool
      1;

     

    (ii) to
      the
      Swap Counterparty, any unpaid Swap Termination Payment not due to a Swap
      Counterparty Trigger Event owed to the Swap Counterparty pursuant to the Swap
      Agreement to the extent unpaid from the Interest Remittance Amount for Pool
      1
      and from the Principal Distribution Amount for Pool 1;

     

    (iii) to
      the
      Pool 1 Senior Certificates, Current Interest and any Carryforward Interest
      for
      each such Class for such Distribution Date, pro rata, based on amounts due,
      to
      the extent unpaid pursuant to Section 5.02(b)(iii) and Section
      5.02(e)(i)(A);

     

    (iv) to
      the
      Pool 1 Subordinate Certificates, in accordance with the Pool 1 Subordinate
      Priority, Current Interest and any Carryforward Interest for each such Class
      and
      such Distribution Date to the extent unpaid pursuant to Section 5.02(b)(iv)
      and
      pursuant to Section 5.02(e)(i)(B);

     

    (v) to
      the
      Pool 1 Senior Certificates and Pool 1 Subordinate Certificates, any amount
      necessary to create and maintain the Pool 1 Targeted Overcollateralization
      Amount specified in Sections 5.02(e)(ii) and 5.02(e)(iii) above, as applicable,
      for such Distribution Date, for application pursuant to the priorities set
      forth
      in such sections, after giving effect to distributions pursuant to such
      sections; provided however, that the sum of all amounts distributed pursuant
      to
      this Section 5.02(f)(v) and Sections 5.02(f)(vii) and 5.02(f)(viii) shall not
      exceed the aggregate amount of cumulative Realized Losses on the Pool 1 Mortgage
      Loans incurred from the Cut-off Date through the last day of the related
      Collection Period;

     

    
      
        
        

      

      
        102

        
          

        

      

      
        
        

      

    

     

    (vi) concurrently
      to the Pool 1 Senior Certificates, pro rata, based on the amount of any
      remaining Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, and then
      to
      the Pool 1 Subordinate Certificates, in accordance with the Pool 1 Subordinate
      Priority, any remaining Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls
      to the extent unpaid pursuant to Section 5.02(e)(iv)(A) for each such Class
      and
      for such Distribution Date;

     

    (vii) concurrently
      to the Pool 1 Senior Certificates, any Deferred Amount (and any interest accrued
      on such Deferred Amounts at the related Certificate Interest Rate) for each
      such
      Class and such Distribution Date, for application pursuant to the priority
      set
      forth in Section 5.02(e)(v) above, to the extent unpaid pursuant to such
      section; provided however, that the sum of all amounts distributed pursuant
      to
      this Section 5.02(f)(vii) and Sections 5.02(f)(v) and 5.02(f)(viii) shall not
      exceed the aggregate amount of cumulative Realized Losses on the Pool 1 Mortgage
      Loans incurred from the Cut-off Date through the last day of the related
      Collection Period;

     

    (viii) to
      the
      Pool 1 Subordinate Certificates, any Deferred Amount for each such Class and
      such Distribution Date, for application pursuant to the priority set forth
      in
      Section 5.02(e)(vi) above, to the extent unpaid pursuant to such section;
      provided however, that the sum of all amounts distributed pursuant to this
      Section 5.02(f)(viii) and Sections 5.02(f)(v) and 5.02(f)(vii) shall not exceed
      the aggregate amount of cumulative Realized Losses on the Pool 1 Mortgage Loans
      incurred from the Cut-off Date through the last day of the related Collection
      Period;

     

    (ix) if
      applicable, for application to the purchase of a replacement Interest Rate
      Swap
      Agreement;

     

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

     

    (xi) to
      the
      Class S-X Certificates any remaining Supplemental Interest Trust
      Amount.

     

    (g) (i)
      On
      each Distribution Date on and prior to the Class 1-X Account Termination Date,
      the Trustee (or Paying Agent, as applicable) shall withdraw the Class C
      Distributable Amount for such Distribution Date from the Class 1-X Account,
      pursuant to Section 5.12 herein, and shall distribute such amount to the Class
      C
      Certificates. 

     

    
      
        
        

      

      
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    (ii)
      On
      each Distribution Date on or prior to the Class 1-X Termination Date, the
      Trustee shall withdraw amounts on deposit in the Class 1-X Account and
      distribute such amounts to the Class 1-X Certificates, an amount equal to the
      excess, if any, of the sum of Realized Losses attributable to the Class C
      Mortgage Loans over the sum of all amounts distributed pursuant to this Section
      5.02(g)(ii) on prior Distribution Dates to the Class 1-X
      Certificates.

     

    (h) Net
      Prepayment Interest Shortfalls for Pool 2 shall be allocated among the
      Certificates of the related Certificate Group and the Subordinate Certificates
      related to Pool 2 proportionately based on the Accrued Certificate Interest
      otherwise distributable thereon (without regard to reductions for allocations
      of
      Deferred Interest).

     

    (i) (i)
      if on
      any Distribution Date the Credit Support Percentage for the Class B1-II
      Certificates is less than the Original Credit Support Percentage for such Class,
      then, notwithstanding anything to the contrary in Section 5.02(d), no
      distribution of amounts described in clauses (ii) and (iii) of the definition
      of
      Subordinate Principal Distribution Amount will be made in respect of the Class
      B2-II, Class B3-II, Class B4-II, Class B5-II or Class B6-II Certificates on
      such
      Distribution Date; (ii) if on any Distribution Date the Credit Support
      Percentage for the Class B2-II Certificates is less than the Original Credit
      Support Percentage for such Class, then, notwithstanding anything to the
      contrary in Section 5.02(d), no distribution of amounts described in clauses
      (ii) and (iii) of the definition of Subordinate Principal Distribution Amount
      will be made in respect of the Class B3-II, Class B4-II, Class B5-II or Class
      B6-II Certificates on such Distribution Date; (iii) if on any Distribution
      Date
      the Credit Support Percentage for the Class B3-II Certificates is less than
      the
      Original Credit Support Percentage for such Class, then, notwithstanding
      anything to the contrary in Section 5.02(d), no distribution of amounts
      described in clauses (ii) and (iii) of the definition of Subordinate Principal
      Distribution Amount will be made in respect of the Class B4-II, Class B5-II
      or
      Class B6-II Certificates on such Distribution Date; (iv) if on any Distribution
      Date the Credit Support Percentage for the Class B4-II Certificates is less
      than
      the Original Credit Support Percentage for such Class, then, notwithstanding
      anything to the contrary in Section 5.02(d), no distribution of amounts
      described in clauses (ii) and (iii) of the definition of Subordinate Principal
      Distribution Amount will be made in respect of the Class B5-II or Class B6-II
      Certificates on such Distribution Date; and (v) if on any Distribution Date
      the
      Credit Support Percentage for the Class B5-II Certificates is less than the
      Original Credit Support Percentage for such Class, then, notwithstanding
      anything to the contrary in Section 5.02(d), no distribution of amounts
      described in clauses (ii) and (iii) of the definition of Subordinate Principal
      Distribution Amount will be made in respect of the Class B6-II Certificates
      on
      such Distribution Date.

     

    Any
      amount not distributed in respect of any Class on any Distribution Date pursuant
      to the immediately preceding paragraph will be allocated among the remaining
      related Subordinate Classes in proportion to their respective Certificate
      Principal Amounts.

     

    (j) On
      each
      Distribution Date, the Trustee (or Paying Agent, as applicable) shall distribute
      to the Holders of the Class P-I Certificates, any Prepayment Penalty Amounts
      paid by borrowers upon voluntary full or partial prepayment of the Mortgage
      Loans in Pool 1. On each Distribution Date, the Paying Agent shall distribute
      to
      the Holders of the Class P-II Certificates, any Prepayment Penalty Amounts
      paid
      by borrowers upon voluntary full or partial prepayment of the Mortgage Loans
      in
      Pool 2.

     

    
      
        
        

      

      
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    (k) On
      each
      Distribution Date, the Trustee (or Paying Agent, as applicable) shall distribute
      to the Holder of the Class R-II Certificate any Available Distribution Amount
      for Pool 2 remaining for such Distribution Date after application of all amounts
      described in paragraph (a) through (j) of this Section 5.02. Any distributions
      pursuant to this paragraph (k) shall not reduce the Class Principal Amount
      of
      the Class R-II Certificate.

     

    (l) Reserved.

     

    (m) Reserved.

     

    (n) For
      federal income tax purposes, the Class C-X Certificates shall evidence ownership
      of the Pool 1 Interest Cap Agreement. Any Amounts received by the Trustee (or
      Paying Agent, as applicable) in respect of the Pool 1 Interest Rate Cap
      Agreement shall be promptly deposited by the Trustee (or Paying Agent, as
      applicable) into the Pool 1 Basis Risk Reserve Fund.

     

    The
      Depositor hereby directs the Trustee, solely in its capacity as such, and the
      Trustee is hereby authorized to enter into and execute the Pool 1 Interest
      Rate
      Cap Agreement on the Closing Date, on behalf of the Trust Fund (for the benefit
      of the Certificateholders). The Seller, Depositor, the Master Servicer, the
      Servicers and the Certificateholders (by their acceptance of such Certificates)
      acknowledge and agree that the Trustee is entering into, executing and
      delivering the Pool 1 Interest Rate Cap Agreement solely in its capacity as
      Trustee of the Trust Fund and not in its individual capacity. 

     

    Section
      5.03. Allocation
      of Realized Losses. 

     

    (a) (i)
      On
      each Distribution Date, the Class Principal Amounts of the Pool 1 Certificates
      shall be reduced by the amount of any Pool 1 Applied Loss Amount for such
      Distribution Date in the following order of priority:

     

    first,
      to the
      Class M-7 Certificates, until the Class Principal Amount thereof has been
      reduced to zero;

     

    second,
      to the
      Class M-6 Certificates, until the Class Principal Amount thereof has been
      reduced to zero;

     

    third,
      to the
      Class M-5 Certificates, until the Class Principal Amount thereof has been
      reduced to zero;

     

    fourth,
      to the
      Class M-4 Certificates, until the Class Principal Amount thereof has been
      reduced to zero;

     

    fifth,
      to the
      Class M-3 Certificates, until the Class Principal Amount thereof has been
      reduced to zero;

     

    sixth,
      to the
      Class M-2 Certificates, until the Class Principal Amount thereof has been
      reduced to zero; and

     

    
      
        
        

      

      
        105

        
          

        

      

      
        
        

      

    

     

    seventh,
      to the
      Class M-1 Certificates, until the Class Principal Amount thereof has been
      reduced to zero;

     

    eighth,
      to the
      Classes of Pool 1 Senior Certificates, pro
      rata,
      in
      accordance with their Class Principal Amounts; provided, however, that
any
      Pool
      1 Applied Loss Amount otherwise allocable to the Class 1-A1 Certificates
      pursuant to this Section 5.03 shall be allocated to the Class 1-A2 Certificates
      until the Class Principal Amount of such Class has been reduced to
      zero.
      

     

    (ii) On
      any
      Distribution Date, the principal portion of each Realized Loss (other than
      any
      Excess Loss) in respect of Pool 2 shall be allocated in the following order
      of
      priority:

     

    first,
      to the
      Class B6-II Certificates, until the Class Principal Amount thereof has been
      reduced to zero;

     

    second,
      to the
      Class B5-II Certificates, until the Class Principal Amount thereof has been
      reduced to zero;

     

    third,
      to the
      Class B4-II Certificates, until the Class Principal Amount thereof has been
      reduced to zero;

     

    fourth,
      to the
      Class B3-II Certificates, until the Class Principal Amount thereof has been
      reduced to zero;

     

    fifth,
      to the
      Class B2-II Certificates, until the Class Principal Amount thereof has been
      reduced to zero;

     

    sixth,
      to the
      Class B1-II Certificates, until the Class Principal Amount thereof has been
      reduced to zero; and

     

    seventh,
      to the
      Classes of Pool 2 Senior Certificates of the related Certificate Group, pro
      rata, in accordance with their Class Principal Amount; provided, however, that
      any Realized Losses otherwise allocable to the Class 2-A1 Certificates pursuant
      to this Section 5.03 shall be allocated to the Class 2-A2 Certificates until
      the
      Class Principal Amount of such Class has been reduced to zero.

     

    Notwithstanding
      the foregoing, the first $0.41 of principal portion of Realized Losses in Pool
      2
      shall not be allocated to any Class of Certificates.

     

    (b) With
      respect to any Distribution Date, the principal portion of any Excess Loss
      in
      respect of a Mortgage Loan shall be allocated if such Mortgage Loan is in Pool
      2, pro
      rata,
      to the
      Pool 2 Senior Certificates and the Pool 2 Subordinate Certificates; provided,
      that any such loss allocated to any Class of Accrual Certificates shall be
      allocated (subject to Section
      5.03(c)) on the basis of the lesser of (x) the Class Principal Amount thereof
      immediately prior to the applicable Distribution Date and (y) the Class
      Principal Amount thereof on the Closing Date (as reduced by any Realized Losses
      previously allocated thereto).

     

    
      
        
        

      

      
        106

        
          

        

      

      
        
        

      

    

     

    (c) Any
      Pool
      1 Applied Loss Amounts or Realized Losses allocated to a Class of Certificates
      pursuant to Section 5.03(a) or (b) shall be allocated among the Certificates
      of
      such Class in proportion to their respective Certificate Principal Amounts
      of
      such Certificates. Any allocation of Realized Losses pursuant to this paragraph
      (c) shall be accomplished by reducing the Certificate Principal Amount of the
      related Certificates on the related Distribution Date in accordance with Section
      5.03(d).

     

    (d) Pool
      1
      Applied Loss Amounts or 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.

     

    (e) On
      each
      Distribution Date, amounts described in clauses (x) and (y) of the definition
      of
      Subordinate Certificate Writedown Amount for such date shall effect
      corresponding reductions in the Class Principal Amount of the lowest ranking
      Class of outstanding Pool 2 Subordinate Certificates, which reductions 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.

     

    (a) Advances
      shall be made in respect of each Deposit 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 shall cause the applicable Servicer
      to,
      advance such amount on the Deposit 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 such 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. The Trustee shall be
      able
      to rely conclusively on any non-recoverability determination made by the Master
      Servicer. If the Master Servicer determines that an Advance is required, it
      shall on the Deposit 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 Deposit Date to the extent
      that
      funds in the Certificate Account on such Deposit 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.

     

    
      
        
        

      

      
        107

        
          

        

      

      
        
        

      

    

     

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

     

    Section
      5.05. Compensating
      Interest Payments.

     

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

     

    Section
      5.06. Funding
      Account.

     

    (a) No
      later
      than the Closing Date, the Trustee shall establish and maintain a segregated
      trust account that is an Eligible Account, which shall be titled “Funding
      Account, U.S Bank National Association as trustee, in trust for the registered
      holders of Structured Adjustable Rate Mortgage Loan Trust Mortgage Pass-Through
      Certificates Series 2006-12” (the “Funding Account”). The Trustee shall,
      promptly upon receipt, deposit in the Funding Account and retain therein the
      Funding Amount remitted on the Closing Date to the Trustee by the Depositor.
      Funds deposited in the Funding Account shall be held in trust by the Trustee
      on
      behalf of the Certificateholders for the uses and purposes set forth herein.
      On
      the Distribution Date in January 2007, the Trustee will withdraw from the
      Funding Account an amount equal to the Funding Amount. The Trustee shall pay
      (i)
      the Funding Amount with respect to Pool 1 to the Certificateholders in
      accordance with the priorities set forth in Section 5.02 as if the interest
      portion of such amounts were included in the Interest Remittance Amount for
      Pool
      1 and as if the principal portion of such amounts were included in the Principal
      Remittance Amount for Pool 1 and (ii) the Funding Amount with respect to Pool
      2
      to the Certificateholders in accordance with the priorities set forth in Section
      5.02 as if such amounts were included in the Available Distribution Amount
      of
      Pool 2, provided, however, that the Trustee shall not be entitled to any payment
      pursuant to Sections 5.02(b)(i) or 5.02(c)(i)(A) with respect to the Funding
      Amount.

     

    (b) The
      Trustee will invest funds deposited in the Funding Account in Eligible
      Investments as directed in writing by the Depositor (provided that if the
      Trustee does not receive written direction from the Depositor, the amounts
      in
      the Funding Account shall not be invested) with a maturity date no later than
      the Business Day preceding the first Distribution Date. For federal income
      tax
      purposes, the Depositor shall be the owner of the Funding Account and shall
      report all items of income, deduction, gain or loss arising therefrom. At no
      time will the Funding Account be an asset of any of the REMICs provided for
      herein. All income and gain realized from investment of funds deposited in
      the
      Funding Account shall be for the sole and exclusive benefit of the Depositor
      and
      shall be remitted by the Trustee to the Depositor within eight (8) Business
      Days
      of the first Distribution Date. The Depositor shall deposit in the Funding
      Account the amount of any net loss incurred in respect of any such Eligible
      Investment immediately upon realization of such loss.

     

    
      
        
        

      

      
        108

        
          

        

      

      
        
        

      

    

     

    (c) On
      the
      Distribution Date in January 2007, any amounts remaining on deposit in the
      Funding Account after withdrawals pursuant to paragraph (a) above shall be
      withdrawn by the Trustee and paid to the Depositor or its designee and the
      Trustee shall terminate the Funding Account on such first Distribution
      Date.

     

    (d) For
      purposes of computations throughout this Agreement (other than for purposes
      of
      computing any fee or the Net WAC of any Pool or portion thereof), (i) Pool
      1
      shall be deemed to include certain Mortgage Loans with a Scheduled Principal
      Balance as of the Cut-off Date of $1,879,136.75
      that
      are
      prepaid in full on the Closing Date such that their Scheduled Principal Balance
      for all Distribution Dates is $0 and (ii) Pool
      2
      shall be deemed to include certain Pool 2 AX Mortgage Loans with a Scheduled
      Principal Balance as of the Cut-off Date of $1,241,400.00
      that
      are
      prepaid in full on the Closing Date such that their Scheduled Principal Balance
      for all Distribution Dates is $0.

     

    Section
      5.07. Basis
      Risk Reserve Funds.

     

    (a) On
      the
      Closing Date, the Trustee shall establish and maintain in its name, and on
      behalf of the Trust Fund, in trust for the benefit of the holders of the Pool
      1
      Certificates, the Pool 1 Basis Risk Reserve Fund. In addition, the Trustee
      shall
      hold on behalf of the Trust Fund, the Pool 1 Interest Rate Cap Agreement as
      an
      asset in the Pool 1 Basis Risk Reserve Fund. The Pool 1 Basis Risk Reserve
      Fund
      shall be an Eligible Account, and funds on deposit therein shall be held
      separate and apart from, and shall not be commingled with, any other moneys,
      including, without limitation, other moneys of the Trustee held pursuant to
      this
      Agreement.

     

    (b) On
      each
      Distribution Date on which there is a payment received under the Pool 1 Interest
      Rate Cap Agreement that is based on a notional amount in excess of the aggregate
      Class Principal Amount of the Pool 1 Certificates (such amount, the “Class C-X
      Excess Cap Amount”), the Trustee shall distribute such Class C-X Excess Cap
      Amount to the Class C-X Certificateholders pursuant to Section 5.02(e)(iv).
      On
      each Distribution Date the Trustee shall distribute in the order of priority
      and
      to the extent specified in Section 5.02(e)(iv) of this Agreement the sum of
      (without duplication) (a) any payments made by the Cap Counterparty to the
      Trust
      Fund for such Distribution Date with respect to the Pool 1 Interest Rate Cap
      Agreement and (b) any amounts then on deposit in the Pool 1 Basis Risk Reserve
      Fund, including any earnings thereon. On any Distribution Date, any amounts
      that
      the Trustee is not required to distribute from the Pool 1 Basis Risk Reserve
      Fund pursuant to Section 5.02(e)(iv)of this Agreement shall remain on deposit
      in
      the Pool 1 Basis Risk Reserve Fund.

     

    (c) Funds
      in
      the Pool 1 Basis Risk Reserve Fund shall be invested in Eligible Investments.
      The Class C-X Certificates shall evidence ownership of the portion of the Pool
      1
      Basis Risk Reserve Fund related to the Pool 1 Interest Rate Cap Agreement 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
      Pool 1 Basis Risk Reserve Fund, such funds shall remain uninvested. The Pool
      1
      Basis Risk Reserve Fund will be terminated after the termination of the Trust
      Fund pursuant to Article VII.

     

    
      
        
        

      

      
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    Section
      5.08. Supplemental
      Interest Trust.

     

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

     

    (b) The
      Trustee shall deposit into the Supplemental Interest Trust Account any Net
      Swap
      Payment required pursuant to Sections 5.02(b)(ii), 5.02(c)(i)(B) and
      5.02(c)(ii)(B), any Swap Termination Payment required pursuant to Sections
      5.02(b)(ii), 5.02(c)(i)(B) and 5.02(c)(ii)(B), any amounts received from the
      Swap Counterparty under the Swap Agreement and any amounts required pursuant
      to
      Section 5.02(e)(vii), and shall distribute from the Supplemental Interest Trust
      Account any Net Swap Payment required pursuant to Section 5.02(f)(i) or Swap
      Termination Payment required pursuant to Sections 5.02(f)(ii) and
      (x).

     

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

     

    (d) Upon
      termination of the Trust Fund, any amounts remaining in the Supplemental
      Interest Trust Account shall be distributed pursuant to the priorities set
      forth
      in Section 5.02(f).

     

    (e) (Reserved)

     

    (f) To
      the
      extent that the Supplemental Interest Trust is determined to be a separate
      legal
      entity from the Trustee, any obligation of the Trustee under the Swap Agreement
      shall be deemed to be an obligation of the Supplemental Interest
      Trust.

     

    Section
      5.09. Collateral
      Account.

     

    In
      the
      event that the Swap Counterparty is required to post collateral pursuant to
      a
      downgrade event under the Swap Agreement, the Trustee, on behalf of the Trust
      Fund, is hereby authorized to establish on the Closing Date, a Collateral
      Account for the deposit of such monies. Funds in the Collateral Account shall
      not be commingled with any other monies. Funds in the Collateral Account will
      be
      administered pursuant to the Credit Support Annex of the Swap Agreement. The
      Collateral Account shall not be an asset of any REMIC.

     

    
      
        
        

      

      
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    Section
      5.10. Rights
      of Swap Counterparty. 

     

    The
      Swap
      Counterparty shall be deemed a third-party beneficiary of this Agreement to
      the
      same extent as if it were a party hereto and shall have the right, upon
      designation of an “Early Termination Date” (as defined in the Swap Agreement),
      to enforce its rights under this Agreement, which rights include but are not
      limited to the obligation of the Trustee (A) to deposit any Net Swap Payment
      required pursuant to Sections 5.02(b)(ii), 5.02(c)(i)(B) and 5.02(c)(ii)(B),
      and
      any Swap Termination Payment required pursuant to Sections 5.02(b)(ii),
      5.02(c)(i)(B) and 5.02(c)(ii)(B), into the Supplemental Interest Trust Account,
      (B) to deposit any amounts required pursuant to Section 5.08(b) into the
      Supplemental Interest Trust Account, (C) to pay any Net Swap Payment required
      pursuant to Section 5.02(f)(i) or Swap Termination Payment required pursuant
      to
      Sections 5.02(f)(ii) and (x) to the Swap Counterparty and (D) to establish
      and
      maintain the Supplemental Interest Trust Account, to make such deposits thereto,
      investments therein and distributions therefrom as are required pursuant to
      Section 5.08. For the protection and enforcement of the provisions of this
      Section the Swap Counterparty shall be entitled to such relief as can be given
      either at law or in equity.

     

    Section
      5.11. Termination
      Receipts. 

     

    In
      the
      event of an “Early Termination Event” as defined under the Swap Agreement, (i)
      any Swap Termination Payment made by the Swap Counterparty to the Supplemental
      Interest Trust and paid pursuant to Section 5.02(f)(ix) (“Termination Receipts”)
      will be deposited in a segregated non-interest bearing account which shall
      be an
      Eligible Account established by the Trustee (the “Termination Receipts Account”)
      and (ii) any amounts received from a replacement Swap Counterparty (“Replacement
      Receipts”) will be deposited in a segregated non-interest bearing account which
      shall be an Eligible Account established by the Trustee (the “Replacement
      Receipts Account”). The Trustee shall invest, or cause to be invested, funds
      held in the Termination Receipts Account and the Replacement Receipts Account
      in
      time deposits of the Trustee as permitted by clause (ii) of the definition
      of
      Eligible Investments or as otherwise directed in writing by a majority of the
      Certificateholders. All such investments must be payable on demand or mature
      on
      a Swap Payment Date or such other date as directed by the Certificateholders.
      All such Eligible Investments will be made in the name of the Trustee of the
      Supplemental Interest Trust (in its capacity as such) or its nominee. All income
      and gain realized from any such investment shall be deposited in the Termination
      Receipts Account or the Replacement Receipts Account, as applicable, and all
      losses, if any, shall be borne by the related account. The Trustee shall have
      no
      liability for losses on investments in Eligible Investments made pursuant to
      this Section 5.11 (other than as obligor on any such investments). 

     

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

     

    
      
        
        

      

      
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    Amounts
      on deposit in the Replacement Receipts Account shall be held for the benefit
      of
      the related Swap Counterparty and paid to such Swap Counterparty if the
      Supplemental Interest Trust is required to make a payment to such Swap
      Counterparty following an event of default or termination event with respect
      to
      the Supplemental Interest Trust under the related Swap Agreement. Any amounts
      not so applied shall, following the termination or expiration of such Swap
      Agreement, be paid to the Class S-X Certificates. Neither the Termination
      Receipts Account nor the Replacement Receipts Account shall be the asset of
      any
      REMIC. 

     

    Section
      5.12. Class
      1-X Account.

     

    (a) On
      the
      Closing Date, the Trustee shall establish and maintain in its name, on behalf
      of
      the Trust Fund, for the benefit of the holders of the Class 1-X Certificates,
      the Class 1-X Account. No later than the first date on which any NIM Securities
      are issued, the Depositor may deposit a dollar amount into the Class 1-X
      Account. The Class 1-X Account shall be an Eligible Account, and funds on
      deposit therein shall be held separate and apart from, and shall not be
      commingled with, any other moneys, including, without limitation, other moneys
      of the Trustee held pursuant to this Agreement.

     

    (b) Funds
      in
      the Class 1-X Account may be invested in Eligible Investments having fixed
      maturities described in clauses (i), (iv), (v) or (vii) of the definition
      thereof by the Trustee at the written direction of the holders of the Class
      C
      Certificates maturing on pr prior to the next succeeding Distribution Date.
      No
      Eligible Investments shall be acquired or disposed of for the primary purpose
      of
      recognizing gains or decreasing losses from market value changes. Any funds
      held
      in the Class 1-X Account that are not invested shall be held in cash. In the
      absence of such written direction, all funds in the Class 1-X Account shall
      remain uninvested. Any investment earnings on such amounts shall be payable
      to
      the Class C Certificates. The Trustee shall account for the Class 1-X Account
      as
      an outside reserve fund within the meaning of Treasury regulation 1.860G-2(h)
      and not an asset of any REMIC created pursuant to this Agreement. The Class
      C
      Certificates shall evidence ownership of the Class 1-X Account for federal
      tax
      purposes and the Holders thereof shall direct the Trustee in writing as to
      the
      investment of amounts therein. Upon termination of the Class 1-X Account, any
      amounts remaining in the Class 1-X Account shall be distributed to the holders
      of the Class C Certificates in the same manner as if distributed pursuant to
      section 5.02(g)(i) hereof. The Trustee shall have no liability for losses on
      investments in Eligible Investments made pursuant to this Section 5.12(b) (other
      than as obligor on any such investments). 

     

    (c) On
      each
      Distribution Date on or prior to the Class 1-X Termination Date, amounts on
      deposit in the Class 1-X Account will be withdrawn and applied to make payments
      on the Class 1-X and Class C Certificates, as provided in Section 5.02(g)(i)
      of
      this Agreement. Any amounts that the Trustee is not required to distribute
      from
      the Class 1-X Account pursuant to section 5.02(g) of this Agreement shall remain
      on deposit in the Class 1-X Account.

     

    
      
        
        

      

      
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    (d) The
      Class
      1-X Account shall terminate on the earlier of (i) the Class 1-X Account
      Termination Date or (ii) the Distribution Date on which the amount on deposit
      in
      the Class 1-X Account is reduced to zero.

     

    ARTICLE
      VI


     

    CONCERNING
      THE TRUSTEE; EVENTS OF DEFAULT

     

    Section
      6.01. Duties
      of Trustee.

     

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

     

    (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, the Cap Counterparty, the Swap Counterparty,
      the NIMS Insurer or any Servicer to the Trustee, pursuant to this Agreement,
      and
      the Trustee shall not be required to recalculate or verify any numerical
      information furnished to the Trustee pursuant to this Agreement. Subject to
      the
      immediately preceding sentence, if any such resolution, certificate, statement,
      opinion, report, document, order or other instrument is found not to conform
      on
      its face to the form required by this Agreement in a material manner the Trustee
      shall notify the Person providing such resolutions, certificates, statements,
      opinions, reports or other documents of the non-conformity, and if the
      instrument is not corrected to the Trustee’s satisfaction, the Trustee will
      provide notice thereof to the Certificateholders and any NIMS Insurer and will,
      at the expense of the Trust Fund, which expense shall be reasonable given the
      scope and nature of the required action, take such further action as directed
      by
      the Certificateholders and any NIMS Insurer.

     

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

     

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

     

    
      
        
        

      

      
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    (ii) For
      all
      purposes under this Agreement, the Trustee shall not be deemed to have notice
      of
      any Event of Default (other than resulting from a failure by the Master Servicer
      to remit funds or to furnish information to the Trustee when required to do
      so)
      unless a Responsible Officer of the Trustee has actual knowledge thereof or
      unless written notice of any event which is in fact such a default is received
      by the Trustee at the address provided in Section 11.07, and such notice
      references the Holders of the Certificates and this Agreement; and

     

    (iii) With
      respect to amounts that would be treated as “unanticipated expenses” within the
      meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii) if paid or reimbursed
      by the REMICs hereunder, 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 except, with respect to the Trustee,
      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.

     

    (iv) The
      Trustee shall not be responsible for the acts or omissions of any Servicer,
      Custodian or the Master Servicer, it being understood that this Agreement shall
      not be construed to render any of them agents of one another.

     

    (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 use its commercially reasonable efforts to remit to the Master Servicer
      upon receipt any such complaint, claim, demand, notice or other document (i)
      which is delivered to the Corporate Trust Office of the Trustee, (ii) of which
      a
      Responsible Officer has actual knowledge, and (iii) which contains information
      sufficient to permit the Trustee to make a determination that the real property
      to which such document relates is a Mortgaged Property.

     

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

     

    
      
        
        

      

      
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    (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 any account
      (including without limitation the Collection Account and Certificate Account)
      held by or on behalf of the Trustee resulting from any investment loss on any
      Eligible Investment included therein (except to the extent that the Trustee
      is
      the obligor and has defaulted thereon).

     

    (h) Except
      as
      otherwise provided herein, the Trustee shall not have any duty (A) to 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 re-recording, re-filing or re-depositing of any thereof,
      (B) to see to any insurance, (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
      other than from funds available in the Collection Account or the Certificate
      Account, or (D) to confirm or verify the contents of any reports or certificates
      of the Master Servicer, any Custodian, any Servicer, the Swap Counterparty,
      the
      Cap Counterparty, the NIMS Insurer or the Depositor delivered to the Trustee
      pursuant to this Agreement believed by the Trustee, to be genuine and to have
      been signed or presented by the proper party or parties.

     

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

     

    (k) The
      Trustee shall not be responsible for the acts or omissions of any Servicer,
      Custodian or the Master Servicer, it being understood that this Agreement shall
      not be construed to render any of them agents of one another.

     

    
      
        
        

      

      
        115

        
          

        

      

      
        
        

      

    

     

    (l) For
      so
      long as the Depositor is subject to Exchange Act reporting requirements for
      the
Structured
      Adjustable Rate Mortgage Loan Trust Mortgage
      Pass-Through Certificates, Series 2006-12,
      the Trustee
      shall give prior written notice to the Sponsor, the Master Servicer and the
      Depositor of the appointment of any Subcontractor by it and a written
      description (in form and substance satisfactory to the Sponsor and the
      Depositor) of the role and function of each Subcontractor utilized by the
      Trustee, specifying (A) the identity of each such Subcontractor and (B) which
      elements of the servicing criteria set forth under Item 1122(d) of Regulation
      AB
      will be addressed in assessments of compliance provided by each such
      Subcontractor.

     

    (m) The
      Trustee shall notify the Sponsor, the Master Servicer and the Depositor within
      five (5) calendar days of knowledge thereof (i) of any legal proceedings pending
      against the Trustee of the type described in Item 1117 (§ 229.1117) of
      Regulation AB, and (ii) of any merger, consolidation or sale of substantially
      all of the assets of the Trustee, and (iii) if the Trustee shall become (but
      only to the extent not previously disclosed) at any time an affiliate of any
      of
      the parties listed on Exhibit R hereto. On or before March 1st
      of each
      year, the Depositor shall distribute the information on Exhibit R to the
      Trustee.

     

    Section
      6.02. Certain
      Matters Affecting the Trustee.

     

    Except
      as
      otherwise provided in Section 6.01:

     

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

     

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

     

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

     

    (d) Unless
      an
      Event of Default shall have occurred and be continuing, the Trustee shall not
      be
      bound to make any investigation into the facts or matters stated in any
      resolution, certificate, statement, instrument, opinion, report, notice,
      request, consent, order, approval, bond or other paper or document (provided
      the
      same appears regular on its face), unless requested in writing to do so by
      any
      NIMS Insurer or Holders of at least a majority in Class Principal Amount (or
      Class Notional Amount) 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 as a condition to proceeding. The reasonable expense thereof
      shall be paid by the Holders requesting such investigation and if not reimbursed
      by the requesting party shall be reimbursed to the Trustee by the Trust
      Fund;

     

    
      
        
        

      

      
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    (e) 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 each of the Trustee shall continue to be responsible
      for its duties and obligations hereunder to the extent provided herein, and
      provided further that the Trustee shall not be responsible for any misconduct
      or
      negligence on the part of any such agent or attorney appointed with due care
      by
      the Trustee;

     

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

     

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

     

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

     

    Section
      6.03. Trustee
      Not Liable for Certificates.

     

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

     

    
      
        
        

      

      
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    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 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 and (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 a rating of not
      less than “A-” by S&P, and subject to supervision or examination by federal
      or state authority. If such corporation or national banking association
      publishes reports of condition at least annually, pursuant to law or to the
      requirements of the aforesaid supervising or examining authority, then, for
      the
      purposes of this Section, the combined capital and surplus of such corporation
      or national banking association shall be deemed to be its combined capital
      and
      surplus as set forth in its most recent report of condition so published. In
      case at any time the Trustee shall cease to be eligible in accordance with
      provisions of this Section, the Trustee shall resign immediately in the manner
      and with the effect specified in Section 6.06.

     

    Section
      6.06. Resignation
      and Removal of Trustee.

     

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

     

    (b) If
      at any
      time (i) the Trustee shall cease to be eligible in accordance with the
      provisions of Section 6.05 and shall fail to resign after written request
      therefor by the Depositor or any NIMS Insurer, (ii) the Trustee shall become
      incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver
      of the Trustee or of its property shall be appointed, or any public officer
      shall take charge or control of the Trustee or of its property or affairs for
      the purpose of rehabilitation, conservation or liquidation, (iii) a tax is
      imposed or threatened with respect to the Trust Fund by any state in which
      the
      Trustee or the Trust Fund held by the Trustee is located, (iv) the Trustee
      shall
      fail to provide the information required pursuant to Subsection 6.01 (l), (v)
      the continued use of the Trustee would result in a downgrading of the rating
      by
      the Rating Agencies of any Class of Certificates with a rating or (vi) the
      Trustee shall fail to provide the information, reports or assessments or
      attestations required pursuant to Section 9.25 hereof, then the Depositor or
      any
      NIMS Insurer shall remove the Trustee and appoint a successor trustee by written
      instrument, one copy of which instrument shall be delivered to the Trustee
      so
      removed, one copy to the successor trustee, one copy to each of the Rating
      Agencies and one copy to the Master Servicer, the Swap Counterparty and any
      NIMS
      Insurer.

     

    
      
        
        

      

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

     

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

     

    Section
      6.07. Successor
      Trustee.

     

    (a) Any
      successor trustee appointed as provided in Section 6.06 shall execute,
      acknowledge and deliver to the Depositor, the Master Servicer, any NIMS Insurer,
      the Swap Counterparty and to its predecessor trustee an instrument accepting
      such appointment hereunder, and thereupon the resignation or removal of the
      predecessor trustee shall become effective and such successor trustee without
      any further act, deed or conveyance, shall become fully vested with all the
      rights, powers, duties and obligations of its predecessor hereunder, with like
      effect as if originally named as trustee herein. The predecessor trustee shall
      deliver to the successor trustee (or assign to the successor trustee its
      interest under each Custodial Agreement, to the extent permitted thereunder)
      all
      Mortgage Files and documents and statements related to each Mortgage File held
      by it hereunder, and shall duly assign, transfer, deliver and pay over to the
      successor trustee the entire Trust Fund, together with all necessary instruments
      of transfer and assignment or other documents properly executed necessary to
      effect such transfer and such of the record 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.

     

    
      
        
        

      

      
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    (c) Upon
      acceptance of appointment by a successor trustee as provided in this Section,
      the Master Servicer shall mail notice of the succession of such trustee and
      to
      all Holders of Certificates at their addresses as shown in the Certificate
      Register and to the Rating Agencies. The expenses of such mailing shall be
      borne
      by the predecessor 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. As
      a
      condition to the succession to the Trustee under this Agreement by any Person
      (i) into which the Trustee may be merged or consolidated, or (ii) which may
      be
      appointed as a successor to the Trustee the Trustee shall notify the Depositor
      and the Master Servicer, 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 Depositor in writing and in form and substance reasonably
      satisfactory to 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). 

     

    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
      Class Notional Amount) of each Class of Certificates shall each have the power
      from time to time to appoint one or more Persons approved by the Trustee and
      any
      NIMS Insurer to act either as co-trustees jointly with the Trustee, or as
      separate trustees, or as custodians, for the purpose of holding title to,
      foreclosing or otherwise taking action with respect to any Mortgage Loan outside
      the state where the Trustee has its principal place of business where such
      separate trustee or co-trustee is necessary or advisable (or the Trustee has
      been advised by the Master Servicer that such separate trustee or co-trustee
      is
      necessary or advisable) under the laws of any state in which a property securing
      a Mortgage Loan is located or for the purpose of otherwise conforming to any
      legal requirement, restriction or condition in any state in which a property
      securing a Mortgage Loan is located or in any state in which any portion of
      the
      Trust Fund is located. The separate trustees, co-trustees, or custodians so
      appointed shall be trustees or custodians for the benefit of all the
      Certificateholders and shall have such powers, rights and remedies as shall
      be
      specified in the instrument of appointment; provided, however, that no such
      appointment shall, or shall be deemed to, constitute the appointee an agent
      of
      the Trustee. The obligation of the Trustee to make Advances pursuant to Section
      5.04 and 6.14 hereof shall not be affected or assigned by the appointment of
      a
      co-trustee, provided, however, that prior to the appointment hereunder of any
      such co-trustee, separate trustee, or custodian pursuant to this Section 6.09,
      such Person shall enter into an agreement, in form and substance satisfactory
      to
      the Depositor, the Master Servicer and the Trustee, relating to the satisfaction
      of such Person of its reporting obligations under Regulation AB with respect
      to
      any Servicing performed by it in connection with the Trust Fund. The Trustee
      shall not be responsible for any action or omission of any separate trustee,
      co-trustee or custodian. 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 each Custodial Agreement,
      as
      applicable.

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

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

     

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

     

    (g) The
      Trust
      Fund shall pay the reasonable compensation of the co-trustees to the extent,
      and
      in accordance with the standards, specified in Section 6.12 hereof (which
      compensation shall not reduce any compensation payable to the Trustee under
      such
      Section).

     

    (h) Notwithstanding
      the foregoing, for so long as reports are required to be filed with the
      Commission under the Exchange Act with respect to the Trust, the Trustee shall
      not utilize any Subcontractor for the performance of its duties hereunder if
      such Subcontractor would be “participating in the servicing function” within the
      meaning of Item 1122 of Regulation AB without (a) giving notice to the Seller,
      the Master Servicer and the Depositor and (b) requiring any such Subcontractor
      to provide to the Trustee an assessment report as provided in Section 9.25(a)
      and an attestation report as provided in Section 9.25(b), which reports the
      Trustee shall include in its assessment and attestation reports. The Trustee
      shall indemnify the Depositor, the Master Servicer and any director, officer,
      employee or agent of each of the Depositor and the Master Servicer, and hold
      them harmless against any and all claims, losses, damages, penalties, fines,
      forfeitures, reasonable and necessary legal fees and related costs, judgments,
      and any other costs, fees and expenses that any of them may sustain arising
      out
      of or based on the failure by the Trustee (i) to give notice of the engagement
      of any Subcontractor or (ii) to require any Subcontractor to provide the Trustee
      an assessment of compliance as provided in Section 9.25(a) and an attestation
      report as provided in Section 9.25(b). This indemnity shall survive the
      termination of this Agreement or the earlier resignation or removal of the
      Trustee.

     

    Section
      6.10. Authenticating
      Agents.

     

    (a) The
      Trustee may appoint one or more Authenticating Agents which shall be authorized
      to act on behalf of the Trustee in authenticating Certificates. Wherever
      reference is made in this Agreement to the authentication of Certificates by
      the
      Trustee or the Trustee’s certificate of authentication, such reference shall be
      deemed to include authentication on behalf of the Trustee by an Authenticating
      Agent and a certificate of authentication executed on behalf of the Trustee
      by
      an Authenticating Agent. Each Authenticating Agent must be a corporation
      organized and doing business under the laws of the United States of America
      or
      of any state, having a combined capital and surplus of at least $15,000,000,
      authorized under such laws to do a trust business and subject to supervision
      or
      examination by federal or state authorities and acceptable to any NIMS Insurer,
      such consent shall not be unreasonably withheld.

     

    (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.

     

    
      
        
        

      

      
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    (c) (c) Any
      Authenticating Agent may at any time resign by giving at least 30 days’ advance
      written notice of resignation to the Trustee, any NIMS Insurer and the
      Depositor. The Trustee may at any time terminate the agency of any
      Authenticating Agent by giving written notice of termination to such
      Authenticating Agent, any NIMS Insurer and the Depositor. Upon receiving a
      notice of resignation or upon such a termination, or in case at any time any
      Authenticating Agent shall cease to be eligible in accordance with the
      provisions of this Section 6.10, the Trustee may appoint a successor
      Authenticating Agent, shall give written notice of such appointment to the
      Depositor and any NIMS Insurer and shall mail notice of such appointment to
      all
      Holders of Certificates. Any successor Authenticating Agent upon acceptance
      of
      its appointment hereunder shall become vested with all the rights, powers,
      duties and responsibilities of its predecessor hereunder, with like effect
      as if
      originally named as Authenticating Agent. No successor Authenticating Agent
      shall be appointed unless eligible under the provisions of this Section 6.10.
      No
      Authenticating Agent shall have responsibility or liability for any action
      taken
      by it as such at the direction of the Trustee, provided that such action was
      undertaken without negligence or willful misconduct. 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 respective directors, officers, employees and agents shall
      be
      entitled to indemnification from the Trust Fund for any loss, liability or
      expense incurred in connection with any legal proceeding or incurred without
      negligence or willful misconduct on their part, (it being understood that the
      negligence or willful misconduct of any Custodian shall not constitute
      negligence or willful misconduct on the part of the Trustee or its directors,
      officers, employees or agents for such purpose), arising out of, or in
      connection with, the acceptance or administration of the trusts created
      hereunder or in connection with the performance of their duties hereunder or
      under the Certificates, the Mortgage Loan Sale Agreement, the Cap Agreement,
      the
      Swap Agreement, any Custodial Agreement or any Servicing Agreement, including
      any applicable fees and expenses payable pursuant to Section 6.12 and the costs
      and expenses of defending themselves against any claim in connection with the
      exercise or performance of any of their powers or duties hereunder, provided
      that:

     

    (a) 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
      failure to so notify shall not relieve the Trust Fund of the obligation to
      indemnify the Trustee, however, any reasonable delay by the Trustee to provide
      written notice to the Depositor, the Master Servicer and the Holders promptly
      after the Trustee shall have obtained knowledge of a claim shall not relieve
      the
      Trust Fund of the obligation to indemnify the Trustee under this Section
      6.11;

     

    (b) while
      maintaining control over its own defense, the Trustee shall cooperate and
      consult fully with the Depositor in preparing such defense; 

     

    
      
        
        

      

      
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    (c) 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, which consent shall not be unreasonably
      withheld; and

     

    (d) any
      such
      loss, liability or expense identified by the Trust Fund must constitute an
      “unanticipated expense” within the meaning of Treasury Regulations Section
      1.860G-1(b)(3)(ii).

     

    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 (a) receive, and is authorized to pay itself,
      the
      amount of income or gain earned from investment of funds in the Certificate
      Account and (b) 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 any such expenses, disbursements and
      advances that either (i) arise from its negligence, bad faith or willful
      misconduct or (ii) do not constitute “unanticipated expenses” within the meaning
      of Treasury Regulations Section 1.860G-1(b)(3)(ii). Each Custodian shall receive
      compensation and reimbursement or payment of its expenses under the Custodial
      Agreement as provided therein; provided that, to the extent required under
      Section 6, Section 7 or Section 20 of the Custodial Agreement, the Trustee
      is
      hereby authorized to pay such compensation or reimbursement 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 amount, it may withdraw such
      request.

     

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

     

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

     

    (i) Any
      failure by the Master Servicer to furnish to the Trustee the Mortgage Loan
      data
      sufficient to prepare the reports described in Section 4.03(a) 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 any NIMS Insurer
      or
      Holders of not less than 25% of the Class Principal Amount (or Class Notional
      Amount) of each Class of Certificates affected thereby; or

     

    
      
        
        

      

      
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    (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 such
      Master Servicer contained in this Agreement which continues unremedied for
      a
      period of 30 days (or 15 days, in the case of a failure to maintain any
      Insurance Policy required to be maintained pursuant to this Agreement, or 10
      days, in the case of a failure to comply with the requirements of Sections
      9.03)
      after the date on which written notice of such failure, requiring the same
      to be
      remedied, shall have been given to such Master Servicer by the Trustee or to
      such Master Servicer and the Trustee by any NIMS Insurer or the Holders of
      not
      less than 25% of the Class Principal Amount (or Class Notional Amount) of each
      Class of Certificates affected thereby or by any NIMS Insurer; or

     

    (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
      such
      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

     

    
      
        
        

      

      
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    (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 60 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 not less than 25% of the Aggregate Certificate
      Principal Amount of each Class of Certificates or by any NIMS Insurer;
      or

     

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

     

    (xi) The
      Master Servicer has notice or actual knowledge that any Servicer at any time
      is
      not either an FNMA- or FHLMC-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 an FNMA- or
      FHLMC-approved servicer within 60 days of the date the Master Servicer receives
      such notice or actual knowledge; or

     

    (xii) After
      any
      receipt of notice from any NIMS Insurer, any failure of the Master Servicer
      to
      remit to the Trustee any payment required to be made to the Trustee for the
      benefit of Certificateholders under the terms of this Agreement, including
      any
      Advance, on any Deposit Date, which such failure continues unremedied after
      1:00
      p.m. Eastern Standard Time one Business Day after the date upon which notice
      of
      such failure shall have been given to the Master Servicer by the
      Trustee.

     

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

     

    
      
        
        

      

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

     

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

     

    
      
        
        

      

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

     

    (b) On
      and
      after the time the Master Servicer (and the Trustee, if notice is sent by any
      NIMS Insurer) receives a notice of termination from the Trustee pursuant to
      Section 6.14(a) or the Trustee receives the resignation of the Master Servicer
      evidenced by an Opinion of Counsel pursuant to Section 9.28 and within 90 days
      of such notice, the Trustee, unless another master servicer acceptable to the
      NIMS Insurer, such consent shall not be unreasonably withheld, 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. 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
      and
      the compensation described in Section 9.21. 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 master 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.

     

    (c) Notwithstanding
      the above, the Trustee may, if it shall be unwilling to continue to so act
      or if
      any NIMS Insurer so requests in writing to the Trustee, or shall, if it is
      unable to so act, request the Depositor to appoint, petition a court of
      competent jurisdiction to appoint, or appoint on its own behalf any established
      housing and home finance institution servicer, master servicer, servicing or
      mortgage servicing institution acceptable to the NIMS Insurer 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 a master servicer, like the Master Servicer. 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 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 or such successor master servicer
      as required by this Agreement or (iv) restrictions imposed by any regulatory
      authority having jurisdiction over the Master Servicer.

     

    
      
        
        

      

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

     

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

     

    Section
      6.16. Waiver
      of Defaults.

     

    35%
      or
      more of the Aggregate Voting Interests of Certificateholders (with the consent
      of any NIMS Insurer) may waive any default or Event of Default by the Master
      Servicer in the performance of its obligations hereunder, except that a default
      in the making of any required deposit to the Certificate Account that would
      result in a failure of the Trustee to make any required payment of principal
      of
      or interest on the Certificates may only be waived with the consent of 100%
      of
      the affected Certificateholders and with the consent of any NIMS Insurer. Upon
      any such waiver of a past default, such default shall cease to exist, and any
      Event of Default arising therefrom shall be deemed to have been remedied for
      every purpose of this Agreement. No such waiver shall extend to any subsequent
      or other default or impair any right consequent thereon except to the extent
      expressly so waived.

     

    
      
        
        

      

      
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    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 to the Swap Counterparty
      and
      any NIMS Insurer. The Trustee shall also, within 45 days after the occurrence
      of
      any Event of Default, of which a Responsible Officer of the Trustee has actual
      knowledge, give written notice thereof to any NIMS Insurer and the
      Certificateholders, unless such Event of Default shall have been cured or waived
      prior to the issuance of such notice and within such 45-day period.

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
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    Section
      6.20. Preparation
      of Tax Returns and Other Reports.

     

    (a) [Reserved].

     

    (b) [Reserved].

     

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

     

    (d) Reports
      Filed on Form 10-D. 

     

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

     

    (ii) As
      set
      forth on Exhibit P-1 hereto, within five calendar days after the related
      Distribution Date, (A) certain parties to the Structured Adjustable Rate
      Mortgage Loan Trust 2006-12 transaction shall be required to provide to the
      Trustee and the Depositor, to the extent known by a Responsible Officer thereof,
      in EDGAR-compatible form (which may be Word or Excel documents easily
      convertible to EDGAR format), or in such other form as otherwise agreed upon
      by
      the Trustee and such party, the form and substance of any Additional Form 10-D
      Disclosure, if applicable, and include with such Additional Form 10-D
      Disclosure, an Additional Disclosure Notification in the form attached hereto
      as
      Exhibit P-4, and (B) the Depositor will approve, as to form and substance,
      or
      disapprove, as the case may be, the inclusion of the Additional Form 10-D
      Disclosure on Form 10-D. The Sponsor will be responsible for any reasonable
      fees
      and expenses assessed or incurred by the Trustee in connection with including
      any Additional Form 10-D Disclosure on Form 10-D pursuant to this
      paragraph.

     

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

     

    
      
        
        

      

      
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    (e) Reports
      Filed on Form 10-K.

     

    (i) Unless
      and until a Form 15 suspension notice shall have been filed, on or prior to
      March 31, after the end of each fiscal year of the Trust Fund or such earlier
      date as may be required by the Exchange Act (the “10-K Filing Deadline”) (it
      being understood that the fiscal year for the Trust Fund ends on December
      31st
      of each
      year), commencing in March 2007, 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 Form 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 10-K 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
      Agreements, (A) an annual compliance statement for each Servicer, each
      Additional Servicer and the Master Servicer, as described under Section 9.26
      hereof and in each Servicing Agreement, (B)(I) the annual reports on assessment
      of compliance with servicing criteria for each Servicer, each Custodian, each
      Additional Servicer, the Master Servicer, each Subservicer, each Subcontractor,
      any Servicing Function Participant 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. 

     

    
      
        
        

      

      
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    (ii) As
      set
      forth on Exhibit P-2 hereto, no later than March 15 of each year that the Trust
      Fund is subject to the Exchange Act reporting requirements, commencing in 2007,
      (A) the parties to the Structured Adjustable Rate Mortgage Loan Trust 2006-12
      transaction shall be required to provide to the Trustee and the Depositor,
      to
      the extent known by a Responsible Officer thereof, in EDGAR-compatible form
      (which may be Word or Excel documents easily convertible to EDGAR format),
      or in
      such other form as otherwise agreed upon by the Trustee and such party, the
      form
      and substance of any Additional Form 10-K Disclosure, if applicable and include
      with such Additional Form 10-K Disclosure, an Additional Disclosure Notification
      in the form attached hereto as Exhibit P-4, (B) the Trustee shall forward to
      Depositor, the form and substance of the Additional Form 10-K Disclosure, and
      (C) the Depositor will approve, as to form and substance, or disapprove, as
      the
      case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K.
      The Trustee has no duty under this Agreement to monitor or enforce the
      performance by the parties listed on Exhibit P-2 of their duties under this
      paragraph or proactively solicit or procure from such parties any Form 10-K
      Disclosure Information. The Sponsor will be responsible for any reasonable
      fees
      and expenses assessed or incurred by the Trustee in connection with including
      any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph.
      

     

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

     

    
      
        
        

      

      
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    (iv) Each
      Form
      10-K shall include the Sarbanes-Oxley Certification. The Trustee, the Paying
      Agent (if other than the Trustee) 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, a
      certification (each, a “Back-Up Certification”), in the form attached hereto as
      Exhibit Q-1 or, in the case of (x) the Paying Agent (if other than the Trustee),
      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 Q-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 Paying Agent, the Trustee or any Servicing Function
      Participant engaged by such parties is terminated or resigns pursuant to the
      terms of this Agreement, such party or Servicing Function Participant shall
      provide a Back-Up Certification to the Certifying Person pursuant to this
      Section 6.20(e)(iv) with respect to the period of time it was subject to this
      Agreement.

     

    (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.

     

    
      
        
        

      

      
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    (f) Reports
      Filed on Form 8-K.

     

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

     

    (ii) As
      set
      forth on Exhibit P-3 hereto, for so long as the Trust Fund is subject to the
      Exchange Act reporting requirements, no later than Noon New York City time
      on
      the 2nd Business Day after the occurrence of a Reportable Event (A) the parties
      to the Structured Adjustable Rate Mortgage Loan Trust 2006-12 transaction shall
      be required to provide to the Trustee and the Depositor, to the extent known
      by
      a Responsible Officer thereof, in EDGAR-compatible form (which may be Word
      or
      Excel documents easily convertible to EDGAR format), or in such other form
      as
      otherwise agreed upon by the Trustee and such party, the form and substance
      of
      any Form 8-K Disclosure Information, if applicable, and include with such Form
      8-K Disclosure Information, an Additional Disclosure Notification in the form
      attached hereto as Exhibit P-4, (B) the Trustee shall forward the Depositor
      the
      form and substance of the Form 8-K Disclosure Information, and (C) the Depositor
      will approve, as to form and substance, or disapprove, as the case may be,
      the
      inclusion of the Form 8-K Disclosure Information. The Trustee has no duty under
      this Agreement to monitor or enforce the performance by the parties listed
      on
      Exhibit P-3 of their duties under this paragraph or proactively solicit or
      procure from such parties any Form 8-K Disclosure Information. The Sponsor
      will
      be responsible for any reasonable fees and expenses assessed or incurred by
      the
      Trustee in connection with including any Form 8-K Disclosure Information on
      Form
      8-K pursuant to this paragraph. 

     

    (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
      draft copy of the Form 8-K to the Exchange Act Signing Party for review and
      approval. If the Master Servicer is the Exchange Act Signing Party, then the
      Form 8-K shall also be electronically distributed to the Depositor for review
      and approval. No later than Noon New York City time on the 4th Business Day
      after the Reportable Event, a duly authorized officer of the Exchange Act
      Signing Party shall sign the Form 8-K and return an electronic or fax copy
      of
      such signed Form 8-K (with an original executed hard copy to follow by overnight
      mail) to the Trustee. If a Form 8-K cannot be filed on time or if a previously
      filed Form 8-K needs to be amended, the Trustee will follow the procedures
      set
      forth in subsection (g)(ii) 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 or claim arising
      out of or with respect to any failure to properly prepare and/or timely file
      such Form 8-K, where such failure results from the Trustee’s inability or
      failure to obtain or receive, on a timely basis, any information from any other
      party hereto needed to prepare, arrange for execution or file such Form 8-K,
      not
      resulting from its own negligence, bad faith or willful misconduct.


     

    
      
        
        

      

      
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    (g) Delisting;
      Amendments; Late Filings.

     

    (i) Prior
      to
      January 30 of the first year in which the Trustee is able to do so under
      applicable law, unless otherwise directed by the Depositor, 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 due to a change
      to
      an additional reporting item, the Trustee will notify the Depositor and any
      applicable party 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 duly authorized officer or a senior officer of the
      Exchange Act Signing Party, as applicable. The parties to this Agreement
      acknowledge that the performance by the Trustee of its duties under this Section
      6.20(g) related to the timely preparation and filing of Form 15, a Form 12b-25
      or any amendment to Form 8-K, 10-D or 10-K is contingent upon each such party
      performing its duties under this Section. The Trustee shall have no liability
      for any loss, expense, damage, claim arising out of or with respect to any
      failure to properly prepare and/or timely file any such Form 15, Form 12b-25
      or
      any amendments to Forms 8-K, 10-D or 10-K, where such failure results from
      the
      Trustee’s inability or failure to obtain or receive, on a timely basis, any
      information from any other party hereto needed to prepare, arrange for execution
      or file such Form 15, Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K,
      not resulting from its own negligence, bad faith or willful
      misconduct.

     

    
      
        
        

      

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

     

    (i) The
      Depositor and the Master Servicer, by mutual agreement, shall determine which
      of
      the Depositor or the Master Servicer shall be the initial Exchange Act Signing
      Party. Upon such determination, the Depositor shall timely notify the Trustee,
      and such notice shall provide contact information for the Exchange Act Signing
      Party. If the Depositor and Master Servicer, at any time, mutually agree to
      change the identity of the Exchange Act Signing Party, the Depositor shall
      provide timely notice to the Trustee of any such change.

     

    (j) The
      Trustee shall promptly send copies of each periodic report filed on Form 8-K,
      Form 10-D or other applicable form, each annual report on Form 10-K, and each
      Form 15 Suspension Notification, together in each case with the acceptance
      confirmation receipt from EDGAR, to McKee Nelson LLP and to the Depositor (i)
      by
      e-mail to the e-mail addresses provided in writing by each of McKee Nelson
      LLP
      and the Depositor, respectively and (ii) to McKee Nelson LLP at 1919 M Street,
      N.W., Washington, D.C. 20036, and to the Depositor at the address specified
      in
      Section 11.07, in each case to the attention of a designated contact specified
      by each of McKee Nelson LLP and the Depositor, respectively.

     

    Section
      6.21. Reporting
      Requirements of the Commission.

     

    Each
      of
      the parties hereto acknowledges and agrees that the purpose of Sections 6.01,
      6.20, 9.25 and 9.26 of this Agreement is to facilitate compliance by the
      Sponsor, the Master Servicer, the Trustee and the Depositor with the provisions
      of Regulation AB, as such may be amended or clarified from time to time.
      Therefore, each of the parties agrees that (a) the obligations of the parties
      hereunder shall be interpreted in such a manner as to accomplish compliance
      with
      Regulation AB, (b) the parties’ obligations hereunder will be supplemented and
      modified as necessary to be consistent with any such amendments, interpretive
      advice or guidance, convention or consensus among active participants in the
      asset-backed securities markets, advice of counsel, or otherwise in respect
      of
      the requirements of Regulation AB and (c) the parties shall comply with
      reasonable requests made by the Sponsor, the Master Servicer, the Trustee or
      the
      Depositor for delivery of additional or different information as the Sponsor,
      the Master Servicer, the Trustee or the Depositor may determine in good faith
      is
      necessary to comply with the provisions of Regulation AB, provided that such
      information is available without unreasonable effort or expense and within
      such
      timeframe as may be reasonably requested.

     

    
      
        
        

      

      
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    Section
      6.22. No
      Merger. 

     

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

     

    Section
      6.23. Indemnification
      by the Trustee. 

     

    The
      Trustee (including in its capacity as Paying Agent) agrees to indemnify the
      Depositor and the Master Servicer, and each of their respective directors,
      officers, employees and agents and the Trust Fund and hold each of them harmless
      from and against any losses, damages, penalties, fines, forfeitures, legal
      fees
      and expenses and related costs, judgments, and any other costs, fees and
      expenses that any of them may sustain arising out of or based upon the
      engagement of any Subcontractor in violation of Section 6.01 or any failure
      by
      the Trustee to deliver any assessment of compliance pursuant to Section 9.25(a).
      This indemnification shall survive the termination of this Agreement or the
      termination of the Trustee hereunder.

     

    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 and the Swap Counterparty as set forth in Section
      7.02, the obligation of the Master Servicer to make a final remittance to the
      Trustee 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 on 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 and (ii) the sale of all remaining property
      held
      by the Trust Fund in accordance with Section 7.01(b); 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. Any termination of the Trust Fund shall be carried
      out in such a manner so that the termination of each REMIC included therein
      shall qualify as a “qualified liquidation” under the REMIC
      Provisions.

     

    
      
        
        

      

      
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    (b) On
      any
      Distribution Date occurring after the date on which (x) the total Scheduled
      Principal Balance of the Mortgage Loans in Pool 1 is less than 10% of the
      Scheduled Principal Balance of the Mortgage Loans in Pool 1 as of the Cut-off
      Date or (y) the total Scheduled Principal Balance of the Mortgage Loans in
      Pool
      2 is less than 10% of the Scheduled Principal Balance of the Mortgage Loans
      in
      Pool 2 as of the Cut-off Date, the Master Servicer, with the prior written
      consent of any NIMS Insurer and the Seller (which consent will not be
      unreasonably withheld), may, upon written direction to the Trustee, cause the
      Trustee to sell (or arrange for the sale of) the assets of (x) Pool 1 or (y)
      Pool 2 and thereby effect the retirement of the related Certificates. Upon
      the
      repurchase of such Mortgage Loans, the Master Servicer shall, upon written
      direction to the Trustee, cause each of the SWAP REMIC, REMIC I-1 and REMIC
      I-2
      (in the case of a sale of the assets described in clause (x) above) or REMIC
      II-1 (in the case of a sale of the assets described in clause (y) above) to
      adopt a plan of complete liquidation pursuant to Section 7.03 hereof to sell
      all
      of its property. The property of the applicable Pool shall be sold at a price
      (the “Repurchase Price”) equal to: (i) 100% of the unpaid principal balance of
      each Mortgage Loan in such Pool on the day of such purchase plus interest
      accrued thereon at the applicable Mortgage Rate with respect to any such
      Mortgage Loan to the Due Date in the Due Period immediately preceding such
      Distribution Date, (ii) the fair market value of any applicable REO Property
      and
      any other applicable property (reduced, in the case of REO Property, by (x)
      reasonably anticipated disposition costs and (y) any amount by which the fair
      market value as so reduced exceeds the outstanding principal balance of the
      related Mortgage Loan), such fair market value to be determined by an appraiser
      or appraisers appointed by the Master Servicer with the consent of the Trustee
      and any NIMS Insurer, (iii) any unreimbursed Servicing Advances with respect
      to
      each applicable Mortgage Loan and (iv) any Swap Termination Payment payable
      to
      the Swap Counterparty as a result of a termination pursuant to Section 7.01;
      provided, however, if there are any NIM Securities outstanding, the Master
      Servicer may only exercise its option after receiving the prior written consent
      of the holders of such NIM Securities and, if such consent is given, the
      Purchase Price shall also include an amount equal to the sum of (1) any accrued
      interest on the NIM Securities related to the Mortgage Loans, (2) the unpaid
      principal balance of any such NIM Securities and (3) any other reimbursable
      expenses owed by the issuer of the NIM Securities (the “NIM Redemption Amount”).
      If the Master Servicer fails to exercise such right, the NIMS Insurer will
      have
      the option to direct the Master Servicer to exercise such option so long as
      it
      is insuring the NIMS Securities or it is owed any amounts in connection with
      its
      guaranty of the NIM Securities. Following receipt of such notice from the NIMS
      Insurer, the Master Servicer shall advise the NIMS Insurer whether it will
      exercise the option under this Section 7.01(b) for its own account and using
      its
      own funds, or whether it will exercise such option in its own name but for
      the
      NIMS Insurer's account and utilizing the NIMS Insurer's funds. If the Master
      Servicer exercises such option for the NIMS Insurer's account, the NIMS Insurer
      will remit the Purchase Price to the Master Servicer one Business Day prior
      to
      the day the Master Servicer is required to remit the Purchase Price to the
      Trustee. Following its receipt from the NIMS Insurer of the entire Purchase
      Price and its subsequent remittance to the Trustee of the entire Purchase Price,
      the Master Servicer will convey to the NIMS Insurer all of the rights it
      receives from the Trustee with respect to the related Mortgage Loans as a result
      of such remittance. The Master Servicer and each Servicer (or the Trustee,
      if
      applicable) shall be reimbursed from the Repurchase Price for any Mortgage
      Loan
      or related REO Property for any Advances or Servicing Advances made with respect
      to the Mortgage Loans that are reimbursable to the Master Servicer under this
      Agreement or to each Servicer under the related Servicing Agreement (or to
      the
      Trustee hereunder), together with any accrued and unpaid compensation and any
      other amounts due to the Master Servicer and the Trustee hereunder or the
      Custodians or the Servicers under their respective Custodial or Servicing
      Agreements, provided that any such compensation or other amount to be paid
      to
      the Custodians and any such other amounts to be paid to the Servicers are
“unanticipated expenses” within the meaning of Treasury Regulation Section
      1.860G-1(b)(3)(ii). The Trustee shall distribute the assets of the applicable
      Pool or Pools on the Distribution Date on which the repurchase occurred. If
      the
      NIMS Insurer directs the Master Servicer to exercise such right as described
      above, then (i) the Master Servicer shall cause each REMIC to adopt a plan
      of
      complete liquidation as described above and (ii) the NIMS Insurer shall remit
      the Purchase Price in immediately available funds to the Master Servicer at
      least three Business Days prior to the applicable Distribution Date and, upon
      receipt of such funds from the NIMS Insurer, the Master Servicer shall promptly
      deposit such funds in the Collection Account. The NIMS Insurer shall be
      obligated to reimburse the Master Servicer and the Trustee for their reasonable
      out-of-pocket expenses incurred in connection with the purchase of the Mortgage
      Loans and REO Property related to the Mortgage Pool at the direction of the
      NIMS
      Insurer and shall indemnify and hold harmless the Master Servicer and the
      Trustee for any losses, liabilities or expenses resulting from any claims
      directly resulting from or relating to the Master Servicer’s or Trustee’s sale
      or purchase of the Pool Assets at the direction of the NIMS Insurer, except
      to
      the extent such losses, liabilities or expenses arise out of or result from
      the
      Master Servicer’s or Trustee’s, as the case may be, negligence, bad faith or
      willful misconduct. Notwithstanding anything herein to the contrary, only an
      amount not to exceed to the Purchase Price, reduced by the portion thereof
      consisting of any Swap Termination Payment (such portion, the “Swap Optional
      Termination Payment”), shall be made available for distribution to the
      Certificates. The Swap Optional Termination Payment shall be withdrawn by the
      Trustee from the Collection Account and remitted to the Supplemental Interest
      Trust for payment to the Swap Counterparty. The Swap Optional Termination
      Payment shall not be part of any REMIC and shall not be paid into any account
      which is part of any REMIC.

     

    
      
        
        

      

      
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    Section
      7.02. Procedure
      Upon Termination of Trust Fund.

     

    (a) Notice
      of
      any termination of the Trust Fund (or the retirement of the Certificates related
      to Pool 1 or Pool 2, as applicable) pursuant to the provisions of Section 7.01,
      specifying the Distribution Date upon which the final distribution shall be
      made, shall be given promptly by the Trustee by first class mail to the
      applicable Certificateholders and any NIMS Insurer mailed (x) no later than
      five
      Business Days after the Trustee has received notice from the Master Servicer
      of
      its intent to exercise its right to cause the termination of the Trust Fund
      pursuant to Section 7.01(b) (or the retirement of the Certificates related
      to
      Pool 1 or Pool 2, as applicable, to the extent the other such Mortgage Group
      is
      not terminated pursuant to such Section 7.01(b)) or (y) upon the final payment
      or other liquidation of the last Mortgage Loan or REO Property in the Trust
      Fund. Such notice shall specify (A) the Distribution Date upon which final
      distribution on the Certificates 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. The Trustee shall
      give
      such notice to the Trustee, the Master Servicer, the Depositor, the Swap
      Counterparty and the Certificate Registrar at the time such notice is given
      to
      Holders of the Certificates. The Master Servicer shall give notice to the Swap
      Counterparty on the date the Master Servicer elects its option pursuant to
      Section 7.01(b). Upon any such termination of the entire Trust Fund, the duties
      of the Certificate Registrar with respect to the applicable Certificates shall
      terminate and the Trustee shall terminate, or request the Master Servicer to
      terminate, the Collection Account it maintains, and the Trustee shall terminate
      the Certificate Account and any other account or fund maintained with respect
      to
      the related Certificates, subject to the Trustee’s obligation hereunder to hold
      all amounts payable to Certificateholders in trust without interest pending
      such
      payment.

     

    
      
        
        

      

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

     

    (c) Any
      reasonable expenses incurred by the Trustee in connection with any termination
      or liquidation of the Trust Fund (or a Mortgage Pool thereof) shall be paid
      from
      proceeds received from the liquidation of the Trust Fund, but only to the extent
      that such expenses constitute “unanticipated expenses” within the meaning of
      Treasury Regulations Section 1.860G-1(b)(3)(ii).

     

    Section
      7.03. Additional
      Requirements under the REMIC Provisions.

     

    (a) Any
      sale
      pursuant to Section 7.01(b) shall be effected in accordance with the following
      additional requirements, unless the Trustee seeks (at the request of the party
      exercising the option to repurchase all of the Mortgage Loans, pursuant to
      Section 7.01(b)), and subsequently receives, an Opinion of Counsel (at the
      expense of such requesting party), addressed to the Trustee and any NIMS Insurer
      to the effect that the failure of the Trust Fund to comply with the requirements
      of this Section 7.03 will not (i) result in the imposition of taxes on any
      REMIC
      under the REMIC Provisions or (ii) cause any REMIC established hereunder to
      fail
      to qualify as a REMIC at any time that any Certificates are
      outstanding:

     

    (i) On
      the
      date specified for final payment of the Certificates, the Trustee shall make
      final distributions of principal and interest on the Certificates and shall
      pay
      any Swap Termination Payment owed to the Swap Counterparty on the related Swap
      Payment Date (to the extent not paid on previous Swap Payment Dates) in
      accordance with Section 5.02 and, after payment of, or provision for any
      outstanding expenses, 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; 

     

    (ii) in
      the
      case of a sale of the assets of Pool 1:

     

    (A) The
      Trustee shall sell all of the assets of Pool 1 for cash and, within 90 days
      of
      such sale, shall distribute the proceeds of such sale to the Pool 1
      Certificateholders in complete liquidation of the SWAP REMIC, REMIC I-1 and
      REMIC I-2; and

     

    
      
        
        

      

      
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    (B) The
      Trustee shall attach a statement to the final Federal income tax return for
      each
      of the SWAP REMIC, REMIC I-1 and REMIC I-2 stating that pursuant to Treasury
      Regulation § 1.860F-1, the first day of the 90-day liquidation period for each
      such REMIC was the date on which the Trustee sold such assets; and

     

    (iii) in
      the
      case of a sale of the assets of Pool 2:

     

    (A) The
      Trustee shall sell all of the assets of Pool 2 for cash and, within 90 days
      of
      such sale, shall distribute the proceeds of such sale to the Pool 2
      Certificateholders in complete liquidation of REMIC II-1; and

     

    (B) The
      Trustee shall attach a statement to the final Federal income tax return for
      REMIC II-1 stating that pursuant to Treasury Regulation § 1.860F-1, the first
      day of the 90-day liquidation period for each such REMIC was the date on which
      the Trustee sold such assets.

     

    (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
      any
      REMIC created under this Agreement, which authorization shall be binding upon
      all successor Residual Certificateholders.

     

    Section
      7.04. Optional
      Purchase Right of NIMS Insurer.

     

    The
      NIMS
      Insurer may purchase any Distressed Mortgage Loan for a purchase price equal
      to
      the outstanding principal balance of such Mortgage Loan, plus accrued interest
      thereon to the date of repurchase plus any unreimbursed Advances, Servicing
      Advances, Servicing Fees, General Servicing Fees or Trustee Fees and any
      unreimbursed expenses of the Trustee allocable to such Distressed Mortgage
      Loan.
      Any such purchase shall be accomplished by the NIM Insurer’s remittance of the
      purchase price for the Distressed Mortgage Loan to the Master Servicer for
      deposit into the Collection Account.

     

    ARTICLE
      VIII


     

    RIGHTS
      OF
      CERTIFICATEHOLDERS

     

    Section
      8.01. Limitation
      on Rights of Holders.

     

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

     

    
      
        
        

      

      
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    (b) No
      Certificateholder, solely by virtue of its status as Certificateholder, shall
      have any right by virtue or by availing of any provision of this Agreement
      to
      institute any suit, action or proceeding in equity or at law upon or under
      or
      with respect to this Agreement, unless such Holder previously shall have given
      to the Trustee a written notice of an Event of Default and of the continuance
      thereof, as hereinbefore provided, and unless also the Holders of Certificates
      evidencing not less than 25% of the Class Principal Amount (or Class Notional
      Amount or Percentage Interest) of Certificates of each Class affected thereby
      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.

     

    (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.

     

    
      
        
        

      

      
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    (c) Every
      Holder or Certificate Owner, if the Holder is a Clearing Agency, by receiving
      and holding a Certificate, agrees with the Depositor, the Trustee, the Master
      Servicer, the Certificate Registrar and the Trustee that neither the Depositor,
      the Trustee, 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, the Certificate Registrar, the Paying
      Agent and, where expressly required herein, to the Master Servicer. Such
      instrument or instruments (as the action embodies therein and evidenced thereby)
      are herein sometimes referred to as an “Act” of the Holders signing such
      instrument or instruments. Proof of execution of any such instrument or of
      a
      writing appointing any such agents shall be sufficient for any purpose of this
      Agreement and conclusive in favor of the Trustee, the Trustee and Master
      Servicer, if made in the manner provided in this Section. The Trustee and Master
      Servicer shall promptly notify the other of receipt of any such instrument
      by
      it, and shall promptly forward a copy of such instrument to the
      other.

     

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

     

    (c) The
      ownership of Certificates (whether or not such Certificates 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 Paying Agent, 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 shall bind every future Holder of the
      same Certificate and the Holder of every Certificate 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.

     

    
      
        
        

      

      
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    ARTICLE
      IX

     

    ADMINISTRATION
      AND SERVICING OF MORTGAGE LOANS

    BY
      THE
      MASTER SERVICER

     

    Section
      9.01. Duties
      of the Master Servicer.

     

    The
      Certificateholders, by their purchase and acceptance of the Certificates,
      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 applicable Servicing Agreement.

     

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

     

    (a) The
      Master Servicer, at its expense, shall maintain in effect a 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 Master Servicer Errors and
      Omissions Insurance Policy and the Master Servicer Fidelity Bond shall be in
      such form and amount that would meet the requirements of FNMA or FHLMC if it
      were the purchaser of the Mortgage Loans, and if the Master Servicer receives
      notice that such policy is or shall be cancelled, it shall immediately notify
      the NIMs Insurer. The Master Servicer shall provide the Trustee and any NIMS
      Insurer upon request, with a copy of such policy and fidelity bond. The Master
      Servicer shall (i) require each Servicer to maintain an Errors and Omissions
      Insurance Policy and a 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.

     

    (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.

     

    
      
        
        

      

      
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    Section
      9.03. Master
      Servicer’s Financial Statements and Related Information.

     

    For
      each
      year this Agreement is in effect, the Master Servicer shall submit to the
      Trustee, each Rating Agency, any NIMS Insurer, and the Depositor a copy of
      the
      annual audited financial statements on or prior to March 31st of each year
      commencing on March 31, 2007.  Such financial statements shall include
      comparative balance sheets, income statements, statement of changes in
      shareholder's equity, statements of cash flows, a consolidating schedule showing
      consolidated subsidiaries and any related notes required pursuant to generally
      accepted accounting principles, certified by a nationally recognized firm of
      Independent Accountants to the effect that such financial statements were
      examined and prepared in accordance with generally accepted accounting
      principles applied on a basis consistent with that of the preceding
      year.

     

    Section
      9.04. Power
      to Act; Procedures.

     

    (a) The
      Master Servicer shall master service the Mortgage Loans and shall have full
      power and authority, subject to the REMIC Provisions and the provisions of
      Article X hereof, and each Servicer shall have full power and authority (to
      the
      extent provided in the applicable Servicing Agreement) to do any and all things
      that it may deem necessary or desirable in connection with the servicing and
      administration of the Mortgage Loans, including but not limited to the power
      and
      authority (i) to execute and deliver, on behalf of the Certificateholders and
      the Trustee, customary consents or waivers and other instruments and documents,
      (ii) to consent to transfers of any Mortgaged Property and assumptions of the
      Mortgage Notes and related Mortgages, (iii) to collect any Insurance Proceeds
      and Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion
      of the ownership of the Mortgaged Property securing any Mortgage Loan, in each
      case, in accordance with the provisions of this Agreement and the applicable
      Servicing Agreement, as applicable; provided that the Master Servicer shall
      not
      take, or knowingly permit any Servicer to take, any action that is inconsistent
      with or prejudices the interests of the Trust Fund or the Certificateholders
      in
      any Mortgage Loan or the rights and interests of the Depositor, the Trustee
      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 (to the extent
      permitted in the applicable Servicing Agreement), when the Master Servicer
      or a
      Servicer, as the case may be, believes it is appropriate in its best judgment
      to
      register any Mortgage Loan with MERS, or cause the removal from the registration
      of any Mortgage Loan on the MERS system, to execute and deliver, on behalf
      of
      the Trustee and the Certificateholders or any of them, any and all instruments
      of assignment and other comparable instruments with respect to such assignment
      or re-recording of a Mortgage in the name of MERS, solely as nominee for the
      Trustee and its 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 included in the Trust Fund 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 a Servicer, as the
      case
      may be, believes it appropriate in its best judgment and in accordance with
      Accepted Servicing Practices and the applicable Servicing Agreement, to execute
      and deliver, on behalf of itself and the Certificateholders, the Trustee or
      any
      of them, any and all instruments of satisfaction or cancellation, or of partial
      or full release or discharge and all other comparable instruments, with respect
      to the Mortgage Loans and with respect to the Mortgaged Properties. The Trustee
      shall furnish the Master Servicer or a Servicer, upon request, with any powers
      of attorney prepared by the Master Servicer or such Servicer empowering the
      Master Servicer or such Servicer to execute and deliver instruments of
      satisfaction or cancellation, or of partial or full release or discharge, and
      to
      foreclose upon or otherwise liquidate Mortgaged Property, and to appeal,
      prosecute or defend in any court action relating to the Mortgage Loans or the
      Mortgaged Property, in accordance with the applicable Servicing Agreement and
      this Agreement, and the Trustee shall execute and deliver such other documents,
      as the Master Servicer may request, necessary or appropriate to enable the
      Master Servicer to master service the Mortgage Loans and carry out its duties
      hereunder and to allow each Servicer to service the Mortgage Loans, in each
      case
      in accordance with Accepted Servicing Practices (and the Trustee shall have
      no
      liability for misuse of any such powers of attorney by the Master Servicer
      or
      the applicable Servicer). If the Master Servicer or the Trustee has been advised
      that it is likely that the laws of the state in which action is to be taken
      prohibit such action if taken in the name of the Trustee or that the Trustee
      would be adversely affected under the “doing business” or tax laws of such state
      if such action is taken in its name, then upon request of the Trustee, the
      Master Servicer shall join with the Trustee in the appointment of a co-trustee
      pursuant to Section 6.09 hereof. In the performance of its duties hereunder,
      the
      Master Servicer shall be an independent contractor and shall not, except in
      those instances where it is taking action in the name of the Trustee, be deemed
      to be the agent of the Trustee. Notwithstanding anything to the contrary, the
      Master Servicer shall not without Trustee’s written consent: (i) initiate any
      action, suit or proceeding solely under the Trustee’s name without indicating
      the Master Servicer’s representative capacity or (ii) take any action with the
      intent to cause, and which actually does cause, the Trustee to be registered
      to
      do business in any state.

     

    
      
        
        

      

      
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    (b) In
      master
      servicing and administering the Mortgage Loans, the Master Servicer shall employ
      procedures and exercise the same care that it customarily employs and exercises
      in master servicing and administering loans for its own account, giving due
      consideration to Accepted Servicing Practices where such practices do not
      conflict with this Agreement. Consistent with the foregoing, the Master Servicer
      may, and may permit any Servicer to, in its discretion (i) waive any late
      payment charge (but not any Prepayment Penalty Amount, except as set forth
      below) and (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 Penalty Amount 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 Penalty Amount and the related Mortgage Loan or (b) the prepayment
      is
      not the result of a refinance by the Servicer or any of its affiliates and
      (i)
      such Mortgage Loan is in default or default by the related Mortgagor is, in
      the
      reasonable judgment of the Master Servicer or the applicable Servicer,
      reasonably foreseeable, and such waiver would maximize recovery of total
      proceeds taking into account the value of such Prepayment Penalty Amount and
      the
      related Mortgage Loan or (ii) the collection of the Prepayment Penalty Amount
      would be in violation of applicable laws or (iii) the collection of such
      Prepayment Penalty Amount 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, to the extent it
      is
      an unanticipated expense within the meaning of Treasury Regulation Section
      1.860G-1(b)(3)(ii) 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 Penalty Amount under clause (2)
      above.

     

    
      
        
        

      

      
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    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, the Trustee or the Master Servicer.

     

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

     

    (c) The
      Master Servicer, for the benefit of the Trustee and the Certificateholders,
      shall 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 the related 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 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, (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 or (iii) from the Collection Account.

     

    
      
        
        

      

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

     

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

     

    (a) To
      the
      extent provided in the applicable Servicing Agreement, the Master Servicer
      shall
      cause each Servicer to establish and maintain one or more custodial accounts
      at
      a depository institution (which may be a depository institution with which
      the
      Master Servicer or any Servicer establishes accounts in the ordinary course
      of
      its servicing activities), the accounts of which are insured to the maximum
      extent permitted by the FDIC (each, an “Escrow Account”) and 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 expenses within the meaning of Treasury Regulations Section
      1.860G-1(b)(3)(ii) shall be recoverable by the Master Servicer pursuant to
      Section 4.02(v).

     

    
      
        
        

      

      
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    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.

     

    (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 Agreements 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 any Servicer in the performance
      by such Servicer of its obligations under the related Servicing
      Agreement.

     

    
      
        
        

      

      
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    Section
      9.09. No
      Contractual Relationship Between the Servicers, any NIMS Insurer 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
      Seller and the Master Servicer, and 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.

     

    (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 issuance of any notice of termination
      pursuant to Section 6.14 or Section 9.28, as applicable, the Trustee, or a
      successor master servicer as appointed by Trustee in accordance with Section
      6.14, shall assume all of the rights and obligations of such Master Servicer
      hereunder and under each Servicing Agreement entered into with respect to the
      Mortgage Loans. The Trustee, its designee or any successor master servicer
      appointed by the Trustee shall be deemed to have assumed all of the Master
      Servicer’s interest herein and therein to the same extent as if such Servicing
      Agreement had been assigned to the assuming party, except that the Master
      Servicer shall not thereby be relieved of any liability or obligations of the
      Master Servicer under such Servicing Agreement accruing prior to its replacement
      as Master Servicer, and shall be liable to the Trustee, and hereby agrees to
      indemnify and hold harmless the Trustee from and against all costs, damages,
      expenses and liabilities (including reasonable attorneys’ fees) incurred by the
      Trustee as a result of such liability or obligations of the Master Servicer
      and
      in connection with the Trustee’s assumption (but not its performance, except to
      the extent that costs or liability of the Trustee are created or increased
      as a
      result of negligent or wrongful acts or omissions of the Master Servicer prior
      to its replacement as Master Servicer) of the Master Servicer’s obligations,
      duties or responsibilities thereunder; provided that the Master Servicer shall
      not indemnify or hold harmless the Trustee against negligent or willful
      misconduct of the Trustee.

     

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

     

    
      
        
        

      

      
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    (b) The
      Master Servicer or the related Servicer, as the case may be, shall be entitled
      to approve a request from a Mortgagor for the granting of an easement thereon
      in
      favor of another Person or any alteration or demolition of the related Mortgaged
      Property if it has determined, exercising its good faith business judgment
      in
      the same manner as it would if it were the owner of the related Mortgage Loan,
      that the security for, and the timely and full collectability of, such Mortgage
      Loan would not be materially adversely affected thereby. Any fee collected
      by
      the Master Servicer or the related Servicer for processing such a request will
      be retained by the Master Servicer or such Servicer as additional servicing
      compensation.

     

    Section
      9.12. Release
      of Mortgage Files.

     

    (a) Upon
      (i)
      becoming aware of the payment in full of any Mortgage Loan, (ii) the receipt
      by
      the Master Servicer of a notification that payment in full has been or will
      be
      escrowed in a manner customary for such purposes, or (iii) in the case of a
      Mortgage Loan as to which the related Mortgaged Property is located in
      California, receipt by the Master Servicer of notification from the applicable
      Servicer that the Servicer reasonably expects that payment in full will be
      received promptly, 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 the 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 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
      such
      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 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 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 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.

     

    
      
        
        

      

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

     

    (a) The
      Master Servicer shall transmit, or 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 or the applicable Custodian. Any funds
      received by the Master Servicer or by a Servicer in respect of any Mortgage
      Loan
      or which otherwise are collected by the Master Servicer or 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 each Servicer to, provide access to information and
      documentation regarding the Mortgage Loans to the Trustee, its agents and
      accountants and to any NIMS Insurer 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. The Master Servicer shall
      afford the NIMS Insurer, and shall (to the extent provided in the Servicing
      Agreement) cause the Servicer to afford the NIMS Insurer, upon reasonable
      advance notice, during normal business hours access to all records related
      to
      their respective rights and obligations hereunder and access to officers of
      the
      Master Servicer and the Servicer responsible for such obligations.

     

    
      
        
        

      

      
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    (b) All
      Mortgage Files and funds collected or held by, or under the control of, the
      Master Servicer, or any Servicer, in respect of any Mortgage Loans, whether
      from
      the collection of principal and interest payments or from 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.

     

    (c) The
      Master Servicer hereby acknowledges that concurrently with the execution of
      this
      Agreement, the Trustee shall own or, to the extent that a court of competent
      jurisdiction shall deem the conveyance of the Mortgage Loans from the Seller
      to
      the Depositor not to constitute a sale, the Trustee shall have a security
      interest in the Mortgage Loans and in all Mortgage Files representing such
      Mortgage Loans and in all funds and investment property now or hereafter held
      by, or under the control of, a Servicer or the Master Servicer that are
      collected by such Servicer or the Master Servicer in connection with the
      Mortgage Loans, whether as scheduled installments of principal and interest
      or
      as full or partial prepayments of principal or interest or as 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 any Custodian, all documents or instruments
      constituting part of the Mortgage Files, and such funds relating to the Mortgage
      Loans which come into the possession or custody of, or which are subject to
      the
      control of, the Master Servicer or any Servicer shall be held by the Master
      Servicer or such Servicer for and on behalf of the Trustee as the Trustee’s
      agent and bailee for purposes of perfecting the Trustee’s security interest
      therein as provided by the applicable Uniform Commercial Code or other
      laws.

     

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

     

    Section
      9.14. Representations
      and Warranties of the Master Servicer.

     

    (a) The
      Master Servicer hereby represents and warrants to the Depositor 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;

     

    
      
        
        

      

      
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    (ii) the
      execution and delivery of this Agreement by the Master Servicer and its
      performance and compliance with the terms of this Agreement will not (A) violate
      the Master Servicer’s charter or bylaws, (B) violate any law or regulation or
      any administrative decree or order to which it is subject or (C) constitute
      a
      default (or an event which, with notice or lapse of time, or both, would
      constitute a default) under, or result in the breach of, any material contract,
      agreement or other instrument to which the Master Servicer is a party or by
      which it is bound or to which any of its assets are subject, which violation,
      default or breach would materially and adversely affect the Master Servicer’s
      ability to perform its obligations under this Agreement;

     

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

     

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

     

    (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;

     

    
      
        
        

      

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

     

    (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 arising out of or
      related to any claim, demand, defense or assertion based on or grounded upon,
      or
      resulting from, a breach of the Master Servicer’s representations and warranties
      contained in Section 9.14(a). 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 any of the Depositor, Master Servicer, any NIMS
      Insurer 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)(i) through (vi) shall survive the execution and
      delivery of this Agreement. The Depositor shall indemnify the Master Servicer
      and hold it harmless against any loss, damages, penalties, fines, forfeitures,
      legal fees and related costs, judgments, and other costs and expenses resulting
      from any claim, demand, defense or assertion based on or grounded upon, or
      resulting from, a breach of the Depositor’s representations and warranties
      contained in Sections 2.03(a)(i) through (vi). 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)(i) through (vi).

     

    Any
      cause
      of action against the Depositor relating to or arising out of the breach of
      the
      representations and warranties made in Sections 2.03(a)(i) through (vi) 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.

     

    
      
        
        

      

      
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    Section
      9.16. Standard
      Hazard and Flood Insurance Policies.

     

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

     

    Pursuant
      to Section 4.01, any amounts collected by the Master Servicer, or by any
      Servicer, under any insurance policies maintained pursuant to this Section
      9.16
      (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 the 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.

     

    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 the
      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 a applicable law or in accordance
      with
      the provisions of this Agreement and the related Servicing Agreement, as
      applicable.

     

    
      
        
        

      

      
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    (b) The
      Master Servicer agrees to 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, as directed by the Trustee), shall retain
      possession and custody of the originals of the Primary Mortgage Insurance
      Policies or certificate of insurance if applicable and any certificates of
      renewal as to the foregoing as may be issued from time to time as contemplated
      by this Agreement. Until all amounts distributable in respect of the
      Certificates have been distributed in full and the Master Servicer otherwise
      has
      fulfilled its obligations under this Agreement, the Trustee (or the applicable
      Custodian, 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), 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.

     

    (a)
      The
      Master Servicer shall use its reasonable best efforts to, or to cause each
      Servicer to, foreclose upon, repossess or otherwise comparably convert the
      ownership of Mortgaged Properties securing such of the Mortgage Loans as come
      into and continue in default and as to which no satisfactory arrangements can
      be
      made for collection of delinquent payments, all in accordance with the
      applicable Servicing Agreement. Alternatively, the Master Servicer may take,
      or
      authorize any Servicer to take, other actions in respect of a defaulted Mortgage
      Loan, which may include (i) accepting a short sale (a payoff of the
      Mortgage Loan for an amount less than the total amount contractually owed in
      order to facilitate a sale of the Mortgaged Property by the Mortgagor) or
      permitting a short refinancing (a payoff of the Mortgage Loan for an amount
      less
      than the total amount contractually owed in order to facilitate refinancing
      transactions by the Mortgagor not involving a sale of the Mortgaged Property),
      (ii) arranging for a repayment plan or (iii) agreeing to a
      modification in accordance with Section 9.04. In connection with such
      foreclosure or other conversion or action, the Master Servicer shall, consistent
      with Section 9.18, follow such practices and procedures as it shall reasonably
      determine to be in the best interests of the Trust Fund and the
      Certificateholders and which shall be consistent with its customary practices
      in
      performing its general mortgage servicing activities; provided that the Master
      Servicer shall not be liable in any respect hereunder if the Master Servicer
      is
      acting in connection with any such foreclosure or other conversion or action
      in
      a manner that is consistent with the provisions of this Agreement. Neither
      the
      Master Servicer, nor any Servicer, shall be required to expend its own funds
      or
      incur other reimbursable charges in connection with any foreclosure, or
      attempted foreclosure which is not completed, or toward the correction of any
      default on a related senior mortgage loan, or towards the restoration of any
      property unless it shall determine (i) that such restoration and/or
      foreclosure will increase the proceeds of liquidation of the Mortgage Loan
      to
      the Certificateholders after reimbursement to itself for such expenses or
      charges and (ii) that such expenses and charges will be recoverable to it
      through Liquidation Proceeds or Insurance Proceeds (as provided in Section
      4.02).

     

    
      
        
        

      

      
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    (b) Notwithstanding
      the foregoing provisions of this Section 9.20 or any other provision of this
      Agreement, with respect to any Mortgage Loan as to which the Master Servicer
      has
      received actual notice of, or has actual knowledge of, the presence of any
      toxic
      or hazardous substance on the related Mortgaged Property, the Master Servicer
      shall not, on behalf of the Trustee, either (i) obtain title to such Mortgaged
      Property as a result of or in lieu of foreclosure or otherwise, or (ii)
      otherwise acquire possession of, or take any other action with respect to,
      such
      Mortgaged Property, if, as a result of any such action, the Trustee, the Trust
      Fund or the Certificateholders would be considered to hold title to, to be
      a
“mortgagee-in-possession” of, or to be an “owner” or “operator” of such
      Mortgaged Property within the meaning of the Comprehensive Environmental
      Response, Compensation and Liability Act of 1980, as amended from time to time,
      or any comparable law, unless the Master Servicer has obtained the prior written
      consent of the NIMS Insurer.

     

    Section
      9.21. Compensation
      to the Master Servicer.

     

    The
      Master Servicer shall (i) be entitled, at its election, either (a) to pay itself
      the Master Servicing Fee, in respect of the Mortgage Loans out of any Mortgagor
      payment on account of interest prior to the deposit of such payment in the
      Collection Account it maintains or (b) to withdraw from the Collection Account
      the Master Servicing Fee to the extent permitted by Section 4.02(iv). The Master
      Servicer shall also be entitled, at its election, either (a) to pay itself
      the
      Master Servicing Fee in respect of each delinquent Mortgage Loan master serviced
      by it out of Liquidation Proceeds in respect of such Mortgage Loan or other
      recoveries with respect thereto to the extent permitted in Section 4.02 or
      (b)
      to withdraw from the Collection Account it maintains the Master Servicing Fee
      in
      respect of each Liquidated Mortgage Loan to the extent of such Liquidation
      Proceeds or other recoveries, to the extent permitted by Section 4.02. Servicing
      compensation in the form of assumption fees, if any, late payment charges,
      as
      collected, if any, or otherwise (but not including any Prepayment Penalty
      Amount) 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 Paying
      Agent to pay the Master Servicing Fee to such Master Servicer by withdrawal
      from
      the Certificate Account to the extent that payments have been received with
      respect to the applicable Mortgage Loan. The Master Servicer shall be required
      to pay all expenses incurred by it in connection with its activities hereunder
      and shall not be entitled to reimbursement therefor except as provided in this
      Agreement. Pursuant to Section 4.01(e), all income and gain realized from any
      investment of funds in the Collection Account shall be for the benefit of the
      Master Servicer as additional compensation. The provisions of this Section
      9.21
      are subject to the provisions of Section 6.14(b).

     

    
      
        
        

      

      
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    Section
      9.22. REO
      Property.

     

    (a) In
      the
      event the Trust Fund acquires ownership of any REO Property in respect of any
      Mortgage Loan, the deed or certificate of sale shall be issued to the Trustee,
      or to its nominee, on behalf of the Certificateholders. The Master Servicer
      shall use its reasonable best efforts to sell, or, 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.

     

    (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 the Master Servicer shall
      provide written notice to the Trustee upon such deposit) and be remitted by
      wire
      transfer in immediately available funds to the Trustee for deposit into the
      Certificate Account on the next succeeding Deposit 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 to the
      Master Servicer and the Depositor) at any time an affiliate of any of the
      parties listed on Exhibit R to this Agreement. On or before March 1st
      of each
      year, the Depositor shall distribute the information in Exhibit R to the Master
      Servicer.

     

    
      
        
        

      

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

     

    Section
      9.24. Reports
      to the Trustee.

     

    (a) Not
      later
      than 30 days after each Distribution Date, the Master Servicer shall forward
      to
      the Trustee and any NIMS Insurer a statement, deemed to have been certified
      by a
      Servicing Officer, setting forth the status of the Collection Account maintained
      by the Master Servicer as of the close of business on the related Distribution
      Date, indicating that all distributions required by this Agreement to be made
      by
      the Master Servicer have been made (or if any required distribution has not
      been
      made by the Master Servicer, specifying the nature and status thereof) and
      showing, for the period covered by such statement, the aggregate of deposits
      into and withdrawals from the Collection Account maintained by the Master
      Servicer. Copies of such statement shall be provided by the Master Servicer,
      upon request, to the Depositor, Attention: Contract Finance, and, 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, to the extent that
      such
      information has been provided to the Master Servicer by the Servicers or by
      the
      Depositor.

     

    
      
        
        

      

      
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    (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.

     

    (d) The
      Master Servicer shall provide the Trustee with such information as the Trustee
      may reasonably request in connection with its responsibilities under Section
      10.01 hereof provided that such information is in the possession of the Master
      Servicer.

     

    (e) Each
      of
      Form 10-D and Form 10-K requires the registrant to indicate (by checking “yes”
or “no”) that it “(1) has filed all reports required to be filed by Section 13
      or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter
      period that the registrant was required to file such reports), and (2) has
      been
      subject to such filing requirements for the past 90 days.” The Depositor 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
      and no later than March 15th with respect to the filing of a report on Form
      10-K, whether the Trustee should indicate “[Yes ____] or [No____]” on Form 10-D
      or Form 10-K, as applicable; provided, that if the Trustee does not receive
      such
      written notification from the Depositor, then the Trustee shall be entitled
      to
      affirmatively conclude that the Depositor (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 if applicable), and (2) has been subject
      to
      such filing requirements for the past 90 days. The Trustee shall be entitled
      to
      rely on such written notification or an affirmative indication in the absence
      of
      such notification in timely preparing, executing and/or filing any such report
      in accordance with this Section 9.24(e).

     

    Section
      9.25. Assessment
      of Compliance and Attestation Reports. 

     

    (a) Assessment
      of Compliance

     

    (i) On
      or
      before March 15th of each calendar year in which the Depositor is required
      to
      file reports with respect to the Trust Fund in accordance with the Exchange
      Act
      and the rules and regulations of the Commission, beginning with March 15, 2007,
      the Master Servicer, the Paying Agent (if other than the Trustee) and the
      Trustee, each at its own expense, shall furnish, and each such party shall
      cause
      any Servicing Function Participant engaged by it to furnish, each at its own
      expense, to the Sponsor, the Depositor, the Master Servicer and the Trustee,
      a
      report on an assessment of compliance with the Relevant Servicing Criteria
      that
      contains (A) a statement by such party of its responsibility for assessing
      compliance with the Relevant Servicing Criteria, (B) a statement that such
      party
      used the Servicing Criteria to assess compliance with the Relevant Servicing
      Criteria, (C) such party’s assessment of compliance with the Relevant Servicing
      Criteria as of and for the fiscal year covered by the Form 10-K required to
      be
      filed pursuant to Section 6.20(e), including, if there has been any material
      instance of noncompliance with the Relevant Servicing Criteria, a discussion
      of
      each such failure and the nature and status thereof, and (D) a statement that
      a
      registered public accounting firm has issued an attestation report on such
      party’s assessment of compliance with the Relevant Servicing Criteria as of and
      for such period. Each such assessment, pursuant to clause (C) above, shall
      cover, at a minimum, the matters indicated as obligations with respect to such
      Person on Exhibit O attached hereto. 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. The Master Servicer shall furnish to the
      Trustee a copy of each assessment of compliance provided to it by each Custodian
      pursuant to the related Custodial Agreement and by each Servicer pursuant to
      the
      related Servicing Agreement, to the extent that the Trustee is not entitled
      to
      receive such assessments pursuant to each such applicable
      agreement.

     

    
      
        
        

      

      
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    (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 and the Master Servicer, 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 O and on any similar
      exhibit set forth in each Servicing Agreement in respect of each Servicer,
      and
      each Custodial Agreement in respect of each Custodian, and 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
      O
      and any similar exhibit set forth in each Servicing Agreement in respect of
      each
      Servicer and each Custodial Agreement in respect of each Custodian, 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) On
      or
      before March 15th of each calendar year in which the Depositor is required
      to
      file reports with respect to the Trust Fund in accordance with the Exchange
      Act
      and the rules and regulations of the Commission, beginning with March 15, 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, Paying Agent or 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, as applicable, 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.

     

    
      
        
        

      

      
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    (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, the 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.

     

    Section
      9.26. Annual
      Statement of Compliance with Applicable Servicing Criteria . 

     

    The
      Master Servicer shall deliver (and the Master Servicer shall cause any
      Additional Servicer engaged by it to deliver) to the Sponsor, the Depositor
      and
      the Trustee on or before March 15 of each year, commencing in March 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.

     

    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. Notwithstanding the foregoing, as a condition
      to
      the succession to the Master Servicer under this Agreement by any Person (i)
      into which the Master Servicer may be merged or consolidated, or (ii) which
      may
      be appointed as a successor to the Master Servicer, the Master Servicer shall
      notify 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 Depositor in writing and in form and substance reasonably
      satisfactory to the Depositor, all information reasonably necessary for the
      Trustee to accurately and timely report, pursuant to Section 6.20, the event
      under Item 6.02 of Form 8-K pursuant to the Exchange Act (if such reports under
      the Exchange Act are required to be filed under the Exchange Act). 

     

    
      
        
        

      

      
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    Section
      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 or
      the
      Trustee determines that the Master Servicer’s duties hereunder are no longer
      permissible under applicable law or are in material conflict by reason of
      applicable law with any other activities carried on by it and cannot be cured.
      Any such determination permitting the resignation of the Master Servicer shall
      be evidenced by an Opinion of Counsel that shall be Independent to such effect
      delivered to the Trustee and the NIMS Insurer. No such resignation shall become
      effective until a period of time not to exceed 90 days after the Trustee and
      the
      NIMS Insurer receives written notice thereof from the Master Servicer and until
      the Trustee shall have assumed, or a successor master servicer shall have been
      appointed by the Trustee, such successor master servicer being acceptable to
      the
      NIMS Insurer, such consent shall not be unreasonably withheld, 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 to the Depositor.

     

    Section
      9.29. Assignment
      or Delegation of Duties by the Master Servicer.

     

    (a) Except
      as
      expressly provided herein, the Master Servicer shall not assign or transfer
      any
      of its rights, benefits or privileges hereunder to any other Person, or delegate
      to or subcontract with, or authorize or appoint any 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.

     

    (b) Notwithstanding
      the foregoing, for so long as reports are required to be filed with the
      Commission under the Exchange Act with respect to the Trust, the Master Servicer
      shall not utilize any Subcontractor for the performance of its duties hereunder
      if such Subcontractor would be “participating in the servicing function” within
      the meaning of Item 1122 of Regulation AB without (a) giving notice to the
      Trustee and the Depositor and (b) requiring any such Subcontractor to provide
      to
      the Master Servicer an attestation report as provided for in Section 9.25(b)
      and
      an assessment report as provided in Section 9.25(a), which reports the Master
      Servicer shall include in its attestation and assessment reports. 

     

    
      
        
        

      

      
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    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, any NIMS Insurer 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, any NIMS Insurer 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, any NIMS
      Insurer and the Depositor and any director, officer, employee or agent of the
      Master Servicer 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. Notwithstanding anything herein to the contrary, neither the
      Master Servicer nor the Trustee shall have any liability for the servicing
      of
      the Additional Collateral, including, without limitation, the perfection,
      continuation, partial release, release, termination, realization upon,
      substitution, foreclosure, sale, or any other matter with respect to the
      Additional Collateral, or the enforcement of the Additional Collateral Servicing
      Agreement.

     

    
      
        
        

      

      
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    Section
      9.31. Indemnification;
      Third-Party Claims.

     

    The
      Master Servicer agrees to indemnify the Depositor, the Sponsor, the Trustee
      (including
      in its capacity as the Certificate Registrar and the Paying Agent),
      and
      their respective officers, directors, agents and affiliates, 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
      (including in its capacity as the Certificate Registrar and the Paying Agent)
      may sustain arising out of or based upon (a) any material breach by the Master
      Servicer of any of its obligations hereunder, including particularly its
      obligations to provide any report under Section 9.25(a), Section 9.25(b) or
      Section 9.26 or any information, data or materials required to be included
      in
      any Exchange Act report, provided, however, that in no event shall the Master
      Servicer be liable for any special, consequential, indirect or punitive damages
      pursuant to this Section 9.31, even if advised of the possibility of such
      damages, (b) any material misstatement or omission on any information, data,
      or
      materials provided by the Master Servicer, or (c) the negligence, bad faith
      or
      willful misconduct of the Master Servicer in connection with its performance
      hereunder. The Depositor, the Sponsor and the Trustee shall immediately notify
      the Master Servicer if a claim is made by a third party with respect to this
      Agreement or the Mortgage Loans entitling the Depositor, the Sponsor or the
      Trustee to indemnification hereunder, whereupon the Master Servicer shall assume
      the defense of any such claim and pay all expenses in connection therewith,
      including counsel fees, and promptly pay, discharge and satisfy any judgment
      or
      decree which may be entered against it or them in respect of such claim. 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. Allocation
      to Related Mortgage Pool.

     

    Payments
      described in this Article IX made from the Trust Fund shall be allocated and
      limited to collections or other recoveries on the related Mortgage Pool or
      Pools
      and shall be accounted for in such manner.

     

    ARTICLE
      X


     

    REMIC
      ADMINISTRATION

     

    Section
      10.01. REMIC
      and Grantor Trust Administration.

     

    (a) REMIC
      elections for each REMIC created hereunder as set forth in the Preliminary
      Statement and this Section 10.01 shall be made on Forms 1066 or other
      appropriate federal tax or information return for the taxable year ending on
      the
      last day of the calendar year in which the Certificates are issued. For purposes
      of such elections, (i) each of the SWAP REMIC Regular Interests is hereby
      designated as a regular interest in the SWAP REMIC; (ii) each of the REMIC
      I-1
      Regular Interests is hereby designated as a regular interest in REMIC I-1;
      (iii)
      each of the REMIC I-2 Regular Interests is hereby designated as a regular
      interest in REMIC I-2; and (iv) each
      of
      the REMIC II-1 Regular Interests is hereby designated as a regular interest
      in
      REMIC II-1.
      The
      Class SW-R Interest is hereby designated as the sole residual interest in the
      SWAP REMIC. The Class LTI1-R Interest is hereby designated as the sole residual
      interest in REMIC I-1. The Residual I Interest is hereby designated as the
      sole
      residual interest in REMIC I-2. The Class LTII1-R Interest is hereby designated
      as the sole residual interest in REMIC II-1. The Class R-I Certificate evidences
      ownership of the Class SW-R Interest, the Class LTI1-R Interest and the Residual
      I Interest. The Class R-II Certificate evidences ownership of the Class LTII1-R
      Interest. The Class P-I and Class P-II Certificates shall be neither regular
      interests nor residual interests in any REMIC created hereunder. It is the
      intention of the parties hereto that the segregated pool of assets consisting
      of
      any collections of Prepayment Penalty Amounts (i) related to the Mortgage Loans
      in Pool
      1
      and (ii) related to the Mortgage Loans in Pool 2,
      each
      constitute a grantor trust for federal income tax purposes. The Trustee, by
      its
      execution and delivery hereof, acknowledges the assignment to it of the Grantor
      Trust Assets and declares that it holds and will hold such assets in trust
      for
      the exclusive use and benefit of all present and future Holders of the Class
      P-I
      (in the case of collections of Prepayment Penalty Amounts related to Pool 1)
      and
      Class P-II (in the case of collections of Prepayment Penalty Amounts related
      to
      Pool 2) Certificates. The rights of Holders of the Class P-I and Class P-II
      Certificates to receive distributions from the proceeds of the Grantor Trust
      Assets, and all ownership interests of such Holders in and to such
      distributions, shall be as set forth in this Agreement.

     

    
      
        
        

      

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

     

    (c) The
      Trustee shall represent the Trust Fund in any administrative or judicial
      proceeding relating to an examination or audit by any governmental taxing
      authority with respect thereto. The Trustee shall pay any and all tax related
      expenses (not including taxes) of each REMIC and each Grantor Trust, including
      but not limited to any professional fees or expenses related to audits or any
      administrative or judicial proceedings with respect to such REMIC or such
      Grantor Trust 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
      from the Certificate Account of the expenses to the extent (x) provided in
      clause (i) above and (y) in the case of expenses relating to a REMIC provided
      for hereunder, such expenses are “unanticipated expenses” within the meaning of
      Treasury Regulations Section 1.860G-1(b)(3)(ii). Any reimbursement described
      in
      the preceding sentence shall be allocated and limited to collections or other
      recoveries on the related Mortgage Pool and shall be accounted for in such
      manner.

     

    
      
        
        

      

      
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    (d) The
      Trustee shall prepare, sign and file all of each REMIC’s federal and state tax
      and information returns as such REMIC’s direct representative. The Trustee shall
      prepare, file and sign, all of the tax returns in respect of each Grantor Trust.
      The Trustee shall comply with such requirement by filing Form 1041. 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 and the Trustee will be
      reimbursed by the Trust for all expenses incurred therewith solely from amounts
      received for the provision of such information from persons specified in
      Sections 860E(e)(3) and (6) of the Code.

     

    (e) The
      Trustee or its designee shall perform on behalf of each REMIC and each Grantor
      Trust all reporting and other tax compliance duties that are the responsibility
      of such REMIC or Grantor Trust 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 REMIC
      Provisions.

     

    (f) The
      Trustee, the Master Servicer and the Holders of Certificates shall take any
      action, within their respective control and scope of their duties, or cause
      any
      REMIC hereunder 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. Neither the Trustee, the Master
      Servicer nor the Holder of any Residual Certificate shall take any action,
      cause
      any REMIC to take any action or fail to take (or fail to cause to be taken)
      any
      action within their respective control and scope of their duties, that, under
      the REMIC Provisions, if taken or not taken, as the case may be, could (i)
      endanger the status of any such REMIC as a REMIC or (ii) result in the
      imposition of a tax upon any such 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, the NIMS Insurer 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 such REMIC or the assets therein,
      or causing any such REMIC to take any action, which is not expressly permitted
      under the terms of this Agreement, any Holder of a Residual Certificate will
      consult with the Trustee, the NIMS Insurer, 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 such REMIC, and no such
      Person shall take any such action or cause such REMIC to take any such action
      as
      to which the Trustee, the NIMS Insurer or the Master Servicer has advised it
      in
      writing that an Adverse REMIC Event could occur.

     

    
      
        
        

      

      
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    (g) 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 further, the Trustee shall sign and
      shall file, federal tax returns (including but not limited to appropriate REMIC
      elections on Form 1066) and appropriate state income tax returns and such other
      returns as may be required by applicable law relating to the Trust Fund, and
      shall file any other documents to the extent required by applicable state tax
      law (to the extent such documents are in the Trustee’s possession). The Trustee
      shall forward copies to the Depositor of all such returns and Form 1099
      supplemental tax information and such other information within the control
      of
      the Trustee as the Depositor may reasonably request in writing, and shall
      distribute to each Certificateholder such forms and furnish such information
      within the control of the Trustee as are required by the Code and the REMIC
      Provisions to be furnished to them, and will prepare and distribute to
      Certificateholders Form 1099 (supplemental tax information) (or otherwise
      furnish information within the control of the Trustee) to the extent required
      by
      applicable law. The Master Servicer shall indemnify the Trustee for any
      liability of or assessment against the Trustee, arising out of or based on
      any
      error in any of such tax or information returns directly resulting from errors
      in the information provided by such Master Servicer.

     

    (h) The
      Trustee shall prepare and file with the Internal Revenue Service (“IRS”), on
      behalf of each REMIC, an application on IRS Form SS-4. The Trustee, upon receipt
      from the IRS of the Notice of Taxpayer Identification Number Assigned for each
      REMIC, shall promptly forward copies of such notices to the Trustee, the Master
      Servicer and the Depositor. The Trustee will file an IRS Form 8811 for the
      REMICs created hereunder. The Trustee shall sign such forms referred to in
      this
      Section 10.01(h) as may be required under applicable law.

     

    (i) Each
      Holder of a Residual Certificate shall pay when due any and all taxes imposed
      on
      the related REMIC by federal or state governmental authorities. To the extent
      that such Trust taxes are not paid by a Residual Certificateholder, the Trustee
      shall pay any remaining REMIC taxes out of current or future amounts otherwise
      distributable to the Holder of the Residual Certificate in such REMIC or, if
      no
      such amounts are available, out of other amounts held in the Collection Account,
      and shall reduce amounts otherwise payable to holders of regular interests
      in
      such REMIC, as the case may be.

     

    (j) 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.

     

    (k) No
      additional contributions of assets shall be made to any REMIC, except
      as
      expressly provided in this Agreement with respect to Qualified Substitute
      Mortgage Loans and any contributions from the Funding Account as provided for
      in
      Section 5.06 hereof.

     

    (l) 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.

     

    (m) Upon
      the
      request of any Rating Agency or any NIMS Insurer, the Trustee shall deliver
      to
      such Rating Agency and to the NIMS Insurer an Officer’s Certificate stating the
      Trustee’s compliance with the provisions of this Section 10.01. 

     

    
      
        
        

      

      
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    (n) The
      SWAP
      REMIC shall consist of all of the assets of the Trust Fund related to Pool
      1
      (other than (i) the Swap Agreement, (ii) the Supplemental Interest Trust, (iii)
      the Pool 1 Interest Rate Cap Agreement, (iv) the Pool 1 Basis Risk Reserve
      Fund,
      (v) the rights to receive Prepayment Penalty Amounts distributable to the Class
      P Certificates, (vi) the Funding Account and Class 1-X Account, (vii) the Lower
      Tier Interests and (viii) any of the grantor trusts described in Section 10.01
      hereof. The SWAP REMIC Regular Interests shall be designated as the regular
      interests in the SWAP REMIC, and the Class SW-R Interest shall be designated
      as
      the sole class of residual interest in the SWAP REMIC. Each of the SWAP REMIC
      Regular Interests shall have the characteristics set forth in the Preliminary
      Statement.

     

    REMIC
      I-1
      shall consist of the SWAP REMIC Regular Interests. The REMIC I-1 Regular
      Interests shall be designated as the regular interests in REMIC I-1, and the
      Class LTI1-R Interest shall be designated as the sole class of residual interest
      in REMIC I-1. Each of the REMIC I-1 Regular Interests shall have the
      characteristics set forth in the Preliminary Statement.

     

    The
      assets of REMIC I-2 shall be the REMIC I-1 Regular Interests. The REMIC I-2
      Regular Interests shall be designated as the regular interests in REMIC I-2
      and
      the Residual I Interest shall be designated as the sole class of residual
      interest in REMIC I-2. For federal income tax purposes, the interest rate on
      each REMIC I-2 Regular Interest (other than the Uncertificated Class 1-X
      Interest and other than the Class LTI2-IO Interest) shall be subject to a cap
      equal to the REMIC Pass-Through Rate.

     

    The
      beneficial ownership of the Class SW-R Interest, the Class LTI1-R Interest
      and
      the Residual I Interest shall be represented by the Class R-I Certificate.
      None
      of the Class SW-R Interest, the Class LTI1-R Interest and the Residual I
      Interest shall have a principal balance or bear interest.

     

    REMIC
      II-1 shall consist of all of the assets of the Trust Fund related to Pool 2
      (other than the rights to receive Prepayment Penalty Amounts distributable
      to
      the Class P Certificates). The REMIC II-1 Regular Interests shall be designated
      as the regular interests in REMIC II-1, and the Class LTII1-R Interest shall
      be
      designated as the sole class of residual interest in REMIC II-1.

     

    The
      beneficial ownership of the Class LTII1-R Interest shall be represented by
      the
      Class R-II Certificate. The entitlement of the Class R-II Certificate to
      payments of principal and interest shall be attributable to its representation
      of the Class LTII1-R Interest.

     

    (o) (i) It
      is
      intended that the rights of each Class of Pool 1 Certificates to receive
      payments in respect of Excess Interest shall be treated as a right in interest
      rate cap contracts written by the holders of the Class 1-X Certificates in
      favor
      of the holders of each Class of the Pool 1 Certificates and such shall be
      accounted for as property held separate and apart from the regular interests
      in
      REMIC I-2 held by the holders of the Pool 1 Certificates. It is intended that
      the rights of each Class of Pool 1 Certificates to receive payments out of
      proceeds of the Pool 1 Interest Rate Cap Agreement shall be treated as a right
      in interest rate cap contracts written by the holders of the Class C-X
      Certificates in favor of the holders of each Class of the Pool 1 Certificates
      and such shall be accounted for as property held separate and apart from the
      regular interests in REMIC I-2 held by the holders of the Pool 1 Certificates.
      This provision is intended to satisfy the requirements of Treasury Regulations
      Section 1.860G-2(i) for the treatment of property rights coupled with REMIC
      interests to be separately respected and shall be interpreted consistently
      with
      such regulation. On each Distribution Date, to the extent that any of the Pool
      1
      Certificates receive payments in respect of Excess Interest, such amounts will
      be treated as distributed by REMIC I-2 to the Class 1-X Certificates
in
      respect of the Uncertificated Class 1-X Interest pro
      rata
      and then paid to the relevant Class of Pool 1 Certificates pursuant to the
      related interest cap agreement. The Trustee is hereby directed to perform its
      duties and obligations in accordance with this Section 10.01(o).

     

    
      
        
        

      

      
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    (ii) It
      is
      intended that the rights of each Class of Pool 1 Certificates to receive
      payments in respect of Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls
      out of proceeds of the Swap Agreement shall be treated as a right in notional
      principal contracts between the holders of the Class S-X Certificates and the
      holders of each Class of the Pool 1 Certificates and Class 1-X Certificates
      and
      such shall be accounted for as property held separate and apart from the regular
      interests in REMIC I-2 held by the holders of the Pool 1 Certificates and Class
      1-X Certificates. This provision is intended to satisfy the requirements of
      Treasury Regulations Section 1.860G-2(i) for the treatment of property rights
      coupled with REMIC interests to be separately respected and shall be interpreted
      consistently with such regulation. Pursuant to each such notional principal
      contract, all beneficial owners of the Pool 1 Certificates and Class 1-X
      Certificates shall be treated as having agreed to pay, on each Distribution
      Date, to the beneficial owners of the Class S-X Certificates an aggregate amount
      equal to (A) in the case of any Class of Pool 1 Certificates, the excess, if
      any, of (i) the amount payable on such Distribution Date on the Related REMIC
      I-2 Interest corresponding to such Class of Pool 1 Certificates over (ii) the
      amount payable on such Class of Pool 1 Certificates on such Distribution Date
      (disregarding any amount payable from the Pool 1 Interest Rate Cap Agreement
      or
      from Pool 1 Monthly Excess Cashflow) or (B) in the case of the Class 1-X
      Certificates, the excess, if any, of (i) the amount that would be available
      (assuming no losses) on such Distribution Date for distribution in respect
      of
      the Class 1-X Distributable Amount had the aggregate amounts owed to the Swap
      Counterparty for such Distribution Date been limited to the interest accrued
      on
      the Class LTI2-IO Interest for such Distribution Date over (ii) the amount
      that
      would be available (assuming no losses) on such Distribution Date for
      distribution in respect of the Class 1-X Distributable Amount (based on the
      actual aggregate amounts owed to the Swap Counterparty for such Distribution
      Date) (either such excess, a “Class I Shortfall”). A Class I Shortfall shall be
      allocated to each Class of Pool 1 Certificates to the extent that interest
      accrued on such Class for the related Accrual Period at the Certificate Interest
      Rate for a Class, computed by substituting “REMIC Pass-Through Rate” for the
      Pool 1 Net Funds Cap set forth in the definition thereof, exceeds the amount
      of
      interest payable on such Certificate for the related Accrual Period
      (disregarding any amount payable from the Pool 1 Interest Rate Cap Agreement
      or
      from Pool 1 Monthly Excess Cashflow). A Class I Shortfall shall be allocated
      to
      the Class 1-X Certificates to the extent of the Class I Shortfall with respect
      to such Class. A Class I Shortfall payable from principal collections shall
      be
      allocated to the most subordinate Class of Pool 1 Certificates or Class 1-X
      Certificates with an outstanding principal balance to the extent of such
      balance. Any payments to the Pool 1 Certificates in light of the foregoing
      shall
      not be payments with respect to a “regular interest” in a REMIC within the
      meaning of Code Section 860G(a)(1). However, any payment by beneficial owners
      of
      Pool 1 Certificates or Class 1-X Certificates of a Class I Shortfall shall
      be
      treated for tax purposes as having been received by the beneficial owners of
      such Certificates in respect of their interests in the REMIC I-2 and as having
      been paid by such beneficial owners to the Class S-X Certificates pursuant
      to
      the notional principal contract. Thus, each Pool 1 Certificate, each Class
      1-X
      Certificate and each Class S-X Certificate shall be treated as representing
      not
      only ownership of regular interests in REMIC I-2, but also ownership of an
      interest in (and obligations with respect to) a notional principal
      contract.

     

    
      
        
        

      

      
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    (p) The
      parties hereto intend that the Uncertificated Class 1-X Interest, the Pool
      1
      Basis Risk Reserve Fund (other than any portion thereof representing proceeds
      of
      the Pool 1 Interest Rate Cap Agreement), the obligation of the holders of the
      Class 1-X Certificates to pay amounts of Class I Shortfalls to the holders
      of
      the Class S-X Certificates, and the obligation of the holders of the Class
      1-X
      Certificates to pay amounts of Excess Interest to the holders of the Pool 1
      Certificates shall be treated as a “grantor trust” under the Code, and the
      provisions hereof shall be interpreted consistently with this intention. In
      furtherance of such intention, the Trustee shall (i) furnish or cause to be
      furnished to the holders of the Class 1-X Certificates information regarding
      their allocable share, if any, of the income with respect to such grantor trust,
      (ii) file or cause to be filed with the Internal Revenue Service Form 1041
      (together with any necessary attachments) and such other forms as may be
      applicable and (iii) comply with such information reporting obligations with
      respect to payments from such grantor trust to the holders of Pool 1
      Certificates, Class S-X Certificates and Class 1-X as may be applicable under
      the Code. The Trustee is hereby directed to perform its duties and obligations
      in accordance with this Section 10.01(p).

     

    The
      parties intend that all amounts paid to the Swap Counterparty under the Swap
      Agreement shall be deemed for federal income tax purposes to be paid by the
      Class S-X Certificates first, out of funds deemed received in respect of the
      Class LTI2-IO Interest, second, out of funds deemed received in respect of
      Class
      I Shortfalls with respect to the Class 1-X Certificates and third, out of funds
      deemed received in respect of Class I Shortfalls with respect to the Pool 1
      Certificates described in Section 10.01(o)(ii), and the provisions hereof shall
      be interpreted consistently with this intention. 

     

    The
      Supplemental Interest Trust shall be an “outside reserve fund” for federal
      income tax purposes and not an asset of any REMIC. Furthermore, the Holders
      of
      the Class S-X Certificates shall be the beneficial owners of the Supplemental
      Interest Trust for all federal income tax purposes, and shall be taxable on
      all
      income earned thereon. The parties hereto intend that the Class LTI2-IO
      Interest, the Supplemental Interest Trust, the Swap Agreement and the rights
      and
      obligations of the Class S-X Certificates under the notional principal contracts
      described in Section 10.01(o)(ii) shall be treated as a “grantor trust” under
      the Code, and the provisions hereof shall be interpreted consistently with
      this
      intention. In furtherance of such intention, the Trustee shall (i) furnish
      or
      cause to be furnished to the holders of the Class S-X Certificates information
      regarding their allocable share, if any, of the income with respect to such
      grantor trust, (ii) file or cause to be filed with the Internal Revenue Service
      Form 1041 (together with any necessary attachments) and such other forms as
      may
      be applicable and (iii) comply with such information reporting obligations
      with
      respect to payments from such grantor trust to the holders of Pool 1
      Certificates, Class 1-X Certificates and Class S-X Certificates as may be
      applicable under the Code. The Trustee is hereby directed to perform its duties
      and obligations in accordance with this Section 10.01(p).

     

    
      
        
        

      

      
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    The
      parties hereto intend that the Pool 1 Interest Rate Cap Agreement, the portion
      of the Pool 1 Basis Risk Reserve Fund representing proceeds of the Pool 1
      Interest Rate Cap Agreement, and the obligation to pay amounts in respect of
      Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls out of proceeds of the
      Pool 1 Interest Rate Cap Agreement to the holders of the Pool 1 Certificates
      shall be treated as a “grantor trust” under the Code, and the provisions hereof
      shall be interpreted consistently with this intention. In furtherance of such
      intention, the Trustee shall (i) furnish or cause to be furnished to the holders
      of the Class C-X Certificates information regarding their allocable share,
      if
      any, of the income with respect to such grantor trust, (ii) file or cause to
      be
      filed with the Internal Revenue Service Form 1041 (together with any necessary
      attachments) and such other forms as may be applicable and (iii) comply with
      such information reporting obligations with respect to payments from such
      grantor trust to the holders of Pool 1 Certificates and Class C-X Certificates
      as may be applicable under the Code. The Trustee is hereby directed to perform
      its duties and obligations in accordance with this Section
      10.01(p).

     

    (q) [Reserved.]

     

    (r) Payments
      in the nature of expenses, reimbursements and indemnifications made from the
      Trust Fund shall be allocated and limited to collections or other recoveries
      on
      the related Mortgage Pool or Mortgage Pools (if applicable) and shall be
      accounted for in such manner.

     

    (s) The
      Trustee shall treat the Class 1-X Account as an outside reserve fund within
      the
      meaning of Treasury Regulation 1.860G-2(h) that is owned by the Holder of the
      Class C Certificates and that is not an asset of any REMIC.

     

    (t) The
      SWAP REMIC:
      On each
      Distribution Date, the Trustee shall first pay or charge as an expense of the
      SWAP REMIC all expenses of the Trust Fund related to Pool 1 for such
      Distribution Date, other than any Net Swap Payment or Swap Termination Payment
      required to be made from the Trust Fund.

     

    On
      each
      Distribution Date the Trustee shall distribute the aggregate Interest Remittance
      Amount for Pool 1 (net of expenses described in the preceding paragraph) with
      respect to each of the SWAP REMIC Regular Interests based on the interest rates
      for such interests set forth in the Preliminary Statement hereto.

     

    On
      each
      Distribution Date, the Trustee shall distribute the aggregate Principal
      Remittance Amount for Pool 1 with respect to the SWAP REMIC Regular Interests,
      first to the Class SW-Z Interest until its principal balance is reduced to
      zero,
      and then sequentially, to the other SWAP REMIC Regular Interests in ascending
      order of their numerical class designation, and, with respect to each pair
      of
      classes having the same numerical designation, in equal amounts to each such
      class, until the principal balance of each such class is reduced to zero. All
      losses on the Mortgage Loans in Pool 1 shall be allocated among the SWAP REMIC
      Regular Interests in the same manner that principal distributions are allocated.
      Increases in principal amount as a result of Subsequent Recoveries with respect
      to the Mortgage Loans in Pool 1 shall be allocated among the SWAP REMIC Regular
      Interests in the reverse fashion from the manner in which losses are allocated.
      Any amounts remaining in the SWAP REMIC after the aforementioned distributions
      shall be distributed to the Class SW-R Interest.

     

    
      
        
        

      

      
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    REMIC
      I-1:
      All
      payments received by REMIC I-1 with respect to the SWAP REMIC Regular Interests
      shall be paid to the REMIC I-1 Regular Interests until the principal balance
      of
      all such interests have been reduced to zero and any losses allocated to such
      interests have been reimbursed. Any excess amounts shall be distributed to
      the
      Class LTI1-R Interest. 

     

    On
      each
      Distribution Date,

     

    (i) interest
      shortfalls with respect to the Mortgage Loans shall be allocated to the REMIC
      I-1 Regular Interests (other than the Class LTI1-IO Interest) pro
      rata
      based on
      interest otherwise accrued thereon;

     

    (ii) the
      principal balance of each REMIC I-1 Regular Interest shall be increased by
      the
      amount of interest accrued thereon (net of interest shortfalls allocated thereto
      pursuant to the immediately preceding clause (i));

     

    (iii) cash
      received by REMIC I-1 with respect to the SWAP REMIC Regular Interests shall
      be
      distributed first to the Class LTI1-IO Interest in reduction of its principal
      balance so that its principal balance is as close as possible to zero. Any
      remaining cash shall be distributed to, and losses with respect to the Mortgage
      Loans in Pool 1 shall be allocated, first, to each of the REMIC I-1 Marker
      Classes, in reduction of its principal balance so that its principal balance
      is
      a close as possible to 50% of the principal balance of its Corresponding Class,
      and second, to
      the
      Class LTI1-X Interest in reduction of its principal balance so that its
      principal balance is as close as possible to the sum of (x) 50% of the aggregate
      Scheduled Principal Balance of the Mortgage Loans in Pool 1 and (y) 50% of
      the
      Pool 1 Overcollateralization Amount.

     

    If
      on any
      Distribution Date there is an increase in the Certificate Principal Amount
      of
      any Pool 1 Certificate as a result of the proviso in the definition of
      Certificate Principal Amount, then there shall be a corresponding increase
      in
      the principal amount of the REMIC I-1 Regular Interests allocated as
      follows:

     

    first,
      to each
      of the REMIC I-1 Regular Interests (other than the Class LTI1-X Interest and
      other than the Class LTI1-IO Interest) so that the principal balance of each
      such interest is as close as possible to 50% of the principal balances of its
      Corresponding Class; and

     

    second,
      to the
      Class LTI1-X Interest so that the principal balance of such interest is as
      close
      as possible to the sum of (x) 50% of the aggregate Scheduled Principal Balance
      of the Mortgage Loans in Pool 1 and (y) 50% of the Pool 1 Overcollateralization
      Amount.

     

    (u) Notwithstanding
      the priority and sources of payments set forth in Article 5 hereof or otherwise,
      the Trustee shall account for all distributions with respect to a Class of
      Pool
      1 Certificates in amounts that differ from those payable pursuant to the regular
      interest in REMIC I-2 corresponding to such Class as amounts paid or received
      (as appropriate) pursuant to the interest rate cap contracts or notional
      principal contracts provided for in this Section. In no event shall any such
      amounts be treated as payments with respect to a “regular interest” in a REMIC
      within the meaning of Code Section 860G(a)(1).

     

    
      
        
        

      

      
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    Section
      10.02. Prohibited
      Transactions and Activities.

     

    Neither
      the Depositor, the Master Servicer nor the Trustee shall sell, dispose of,
      or
      substitute for any of the Mortgage Loans, except in a disposition pursuant
      to
      (i) the foreclosure of a Mortgage Loan, (ii) the bankruptcy of the Trust Fund,
      (iii) the termination of the REMIC holding such Mortgage Loan 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 (other than, if applicable, any contributions
      from the Funding Account as provided in Section 5.06 hereof), unless it has
      received an Opinion of Counsel (at the expense of the party causing such sale,
      disposition, or substitution), a copy of which shall be provided to any NIMS
      Insurer, 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 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 NIMS Insurer and the Holder of the related 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, the NIMS Insurer, the Depositor, or the Holder of such
      Residual Certificate or any other party, as applicable, nor for any such Losses
      resulting from misinformation provided by the Master Servicer, 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 of its duties and obligations set forth
      herein, and (3) for any special or consequential damages to Certificateholders
      (in addition to payment of principal and interest on the
      Certificates).

     

    Section
      10.04. REO
      Property.

     

    
      
        
        

      

      
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    (a) Notwithstanding
      any other provision of this Agreement, the Master Servicer, acting on behalf
      of
      the Trustee hereunder, shall not (except to the extent provided in the
      applicable Servicing Agreement), knowingly permit any Servicer to, rent, lease,
      or otherwise earn income or otherwise take or fail to take any action 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 such 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 applicable 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 Trustee hereunder, shall, or shall cause the applicable Servicer to,
      continue to attempt to sell the REO Property for its fair market value for
      such
      period longer than three years as such extension permits (the “Extended
      Period”). If the Master Servicer has not received such an extension, or the
      Master Servicer is acting on behalf of the Trustee hereunder, or the applicable
      Servicer is unable to sell the REO Property within 33 months after its
      acquisition by the Trust Fund or if the Trustee has received such an extension,
      and the Trustee, or the Master Servicer acting on behalf of the Trustee
      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.

     

    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.

     

    
      
        
        

      

      
        177

        
          

        

      

      
        
        

      

       

    

    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) This
      Agreement may be amended from time to time by the Depositor, the Master Servicer
      and the Trustee, with the consent of the NIMS Insurer, but without the consent
      of any Holders or the Swap Counterparty (except to the extent that the rights
      or
      obligations of (1) the Swap Counterparty hereunder or (2) the Swap Counterparty
      under the Swap Agreement (or the ability of the Trustee on behalf of the
      Supplemental Interest Trust to perform fully and timely its obligations under
      the Swap Agreement are affected thereby, in which case the prior written consent
      of the Swap Counterparty is required), (i) to cure any ambiguity, (ii) to cause
      the provisions herein to conform to or be consistent with or in furtherance
      of
      the statements made with respect to the Certificates, the Trust Fund or this
      Agreement in any Offering Document; or to correct or supplement any provision
      herein which may be inconsistent with any other provisions herein or with the
      provisions of any Servicing Agreement, (iii) to make any other provisions with
      respect to matters or questions arising under this Agreement or (iv) to add,
      delete, or amend any provisions to the extent necessary or desirable to comply
      with any requirements imposed by the Code and the REMIC Provisions as evidenced
      by an Opinion of Counsel. No such amendment effected pursuant to the preceding
      sentence shall, as evidenced by an Opinion of Counsel, result in an Adverse
      REMIC Event, nor shall such amendment effected pursuant to clause (iii) of
      such
      sentence adversely affect in any material respect the interests of any Holder.
      Prior to entering into any amendment without the consent of Holders pursuant
      to
      this paragraph, the Trustee, the Swap Counterparty and the NIMS Insurer 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 Section.
      Any such amendment shall be deemed not to adversely affect in any material
      respect any Holder, if the Trustee and the NIMS Insurer receive 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).

     

    (b) This
      Agreement may also be amended from time to time by the Depositor, the Master
      Servicer, the NIMS Insurer and the Trustee, but without the consent of the
      Swap
      Counterparty (except to the extent that the rights or obligations of (1) the
      Swap Counterparty hereunder or (2) the Swap Counterparty under the Swap
      Agreement (or the ability of the Trustee on behalf of the Supplemental Interest
      Trust to perform fully and timely its obligations under the Swap Agreement
      are
      affected thereby, in which case the prior written consent of the Swap
      Counterparty is required) with the consent of the Holders of not less than
      66
      2/3% of the Class Principal Amount (or Percentage Interest) of each Class of
      Certificates affected thereby for the purpose of adding any provisions to or
      changing in any manner or eliminating any of the provisions of this Agreement
      or
      of modifying in any manner the rights of the Holders; provided, however, that
      no
      such amendment shall be made unless the Trustee receives an Opinion of Counsel
      addressed to the Trustee and the NIMS Insurer, at the expense of the party
      requesting the change, that such change will not cause an Adverse REMIC Event;
      and provided further, that no such amendment may (i) reduce in any manner the
      amount of, or delay the timing of, payments received on Mortgage Loans which
      are
      required to be distributed on any Certificate, without the consent of the Holder
      of such Certificate or (ii) reduce the aforesaid percentages of Class Principal
      Amount (or Percentage Interest) of Certificates of each Class, the Holders
      of
      which are required to consent to any such amendment without the consent of
      the
      Holders of 100% of the Class Principal Amount (or Class Notional Amount or
      Percentage Interest) of each Class of Certificates affected thereby. For
      purposes of this paragraph, references to “Holder” or “Holders” shall be deemed
      to include, in the case of any Class of Book-Entry Certificates, the related
      Certificate Owners.

     

    
      
        
        

      

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

     

    (d) 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.

     

    (e) Notwithstanding
      anything to the contrary in any Servicing Agreement, the Trustee shall not
      consent to any amendment of any Servicing Agreement unless (i) such amendment
      is
      effected pursuant to the standards provided in this Section with respect to
      amendment of this Agreement and (ii) except for a Permitted Servicing Amendment,
      any such amendment pursuant to Section 11.03(a)(iii) shall not be materially
      inconsistent with the provisions of such Servicing Agreement.

     

    (f) 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 Securities Exchange Act of 1934, Regulation AB and any related rules
      and regulations.

     

    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 or
      Percentage Interest), 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, the Master Servicer and the Trustee agree to cooperate with each
      other to provide to any Certificateholders and to any prospective purchaser
      of
      Certificates designated by such 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.

     

    
      
        
        

      

      
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    (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, Form 10-D 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 that the Trustee has such documents in its possession
      or such documents are reasonably attainable by Trustee. Any reasonable
      out-of-pocket expenses incurred by the Trustee in providing copies of such
      documents shall be reimbursed by the Depositor.

     

    Section
      11.06. Governing
      Law.

     

    THIS
      AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
      YORK, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL
      BE
      DETERMINED IN ACCORDANCE WITH SUCH LAWS WITHOUT REGARD TO CONFLICT OF LAWS
      PRINCIPLES APPLIED IN NEW YORK (OTHER THAN SECTION 5-1401 OF THE GENERAL
      OBLIGATIONS LAW).

     

    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): received by (a) in the case of the Depositor, Structured
      Asset Securities Corporation, 745 Seventh Avenue, 7th Floor, New York, New
      York
      10019, Attention: Mark Zusy, (b) in the case of the Certificate Registrar,
      its
      Corporate Trust Office, (c) in the case of the Trustee, Corporate Trust
      Services, One Federal Street, Third Floor, Boston, Massachusetts 02110,
      Attention: SARM 2006-12, (d) in the case of the NIMS Insurer, if any, as set
      forth in the Indenture, (e) in the case of the Swap Counterparty, at the address
      therefore set forth in the Swap Agreement and (f) in the case of the 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.

     

    
      
        
        

      

      
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    Section
      11.09. Indulgences;
      No Waivers.

     

    Neither
      the failure nor any delay on the part of a party to exercise any right, remedy,
      power or privilege under this Agreement shall operate as a waiver thereof,
      nor
      shall any single or partial exercise of any right, remedy, power or privilege
      preclude any other or further exercise of the same or of any other right,
      remedy, power or privilege, nor shall any waiver of any right, remedy, power
      or
      privilege with respect to any occurrence be construed as a waiver of such right,
      remedy, power or privilege with respect to any other occurrence. No waiver
      shall
      be effective unless it is in writing and is signed by the party asserted to
      have
      granted such waiver.

     

    Section
      11.10. Headings
      Not To Affect Interpretation.

     

    The
      headings contained in this Agreement are for convenience of reference only,
      and
      they shall not be used in the interpretation hereof.

     

    Section
      11.11. Benefits
      of Agreement.

     

    Nothing
      in this Agreement or in the Certificates, express or implied, shall give to
      any
      Person, other than the parties to this Agreement and their successors hereunder,
      the Swap Counterparty and its successors and assigns under the Swap Agreement,
      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
      Section 11.14.

     

    Section
      11.12. Special
      Notices to the Rating Agencies, the Swap Counterparty and NIMS
      Insurer.

     

    (a) The
      Depositor shall give prompt notice to the Rating Agencies and the Swap
      Counterparty 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

     

    
      
        
        

      

      
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    (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
      Fitch, to:

    


    Fitch,
      Inc.

    1
      State
      Street Plaza

    New
      York,
      New York 10041

    


    If
      to
      S&P, to:

    


    Standard
      & Poor’s 

    55
      Water
      Street

    New
      York,
      New York 10041

    


    (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 Master Servicer,
      the
      NIMS Insurer and the Trustee 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 such Servicing
      Agreement; provided
      that 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. In addition, the ability of
      the
      Seller to transfer or assign its rights and delegate its duties under a
      Servicing Agreement or to transfer the servicing thereunder to a successor
      servicer shall be subject to the following conditions:

     

    (i) Satisfaction
      of the conditions to such transfer as set forth in the Servicing Agreement
      including, without limitation, receipt of written consent of the Master Servicer
      to such transfer;

     

    (ii) Receipt
      of the written consent of the NIMS Insurer, such consent not to be unreasonably
      withheld;

     

    
      
        
        

      

      
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    (iii) Such
      successor servicer must be qualified to service loans for FNMA or
      FHLMC;

     

    (iv) Such
      successor servicer must satisfy the seller/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;

     

    (v) Such
      successor servicer must execute and deliver to the Trustee and the Master
      Servicer an agreement, in form and substance reasonably satisfactory to the
      Trustee and the Master Servicer, that contains an assumption by such successor
      servicer of the due and punctual performance and observance of each covenant
      and
      condition to be performed and observed by the applicable Servicer under the
      applicable Servicing Agreement or, in the case of a transfer of servicing to
      a
      party that is already a Servicer pursuant to this Agreement, an agreement to
      add
      the related Mortgage Loans to the Servicing Agreement already in effect with
      such Servicer;

     

    (vi) If
      the
      successor servicer is not a Servicer of Mortgage Loans at the time of such
      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;

     

    (vii) 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 Remittance Date but
      before the next succeeding Deposit 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.

     

    
      
        
        

      

      
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    Section
      11.15. Conflicts.

     

    To
      the
      extent that the terms of this Agreement conflict with the terms of any Servicing
      Agreement, the related Servicing Agreement shall govern, unless such provisions
      shall adversely affect the Trustee or the Trust Fund or the status of any REMIC
      created hereunder as a REMIC, provided that nothing in this Section 11.15 shall
      be construed to limit the rights or obligations of the Master Servicer under
      Section 9.05 of this Agreement.

     

    Section
      11.16. Third
      Party Rights.

     

    The
      NIMS
      Insurer shall be deemed a third-party beneficiary of this Agreement to the
      same
      extent as if it were a party hereto, and shall have the right to enforce the
      provisions of this Agreement.

     

    [SIGNATURE
      PAGE IMMEDIATELY FOLLOWS]


    
      
        
        

      

      
        184

        
          

        

      

      
        
        

      

    



    IN
      WITNESS WHEREOF, the Depositor, the Trustee and the Master Servicer 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:  	 
	 	
              

              Name:
                Michael C. Hitzmann

              Title:
                Senior Vice President

            
	 	
            


    

    
      	 	 	 
	 	
              U.S.
                BANK NATIONAL ASSOCIATION, not in its individual capacity, but solely
                as
                Trustee

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Name:
                

              Title:
                

            
	 	
            


    

    
      	 	 	 
	 	
              AURORA
                LOAN SERVICES LLC, 

              as
                Master Servicer

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              

              Name:
                Jerald W. Dreyer

              Title:
                Vice President

            
	 	
            


    

    
      	 	 	 
	
              Solely
                for purposes of Sections 2.05 and 11.14,

              accepted
                and agreed to by:

               

              LEHMAN
                BROTHERS HOLDINGS INC.

            	 
	 
 	 
 	 
 
	By:	 	
            
	
              
                

              

              Name:
                Ellen Kiernan

              Title:
                Authorized Signatory

            	
            
	 	
            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

     

    FORMS
      OF
      CERTIFICATES

     

    [INTENTIONALLY
      OMITTED]


    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B-1

    


    FORM
      OF
      INITIAL CERTIFICATION

    


    


    ______Date___ 

    U.S.
      Bank
      National Association

    Corporate
      Trust Services (SARM 2006-12)

    1
      Federal
      Street

    Boston,
      M.A. 02110

    


    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

     

    [NIMS
      Insurer, if applicable]

     

    
      	 	
              Re:

            	
              Trust
                Agreement (the “Trust Agreement”), dated as of December 1, 2006 among
                Structured Asset Securities Corporation, as Depositor, Aurora Loan
                Services LLC, as Master Servicer and U.S. Bank National Association,
                as
                Trustee, with respect to Structured Adjustable Rate Mortgage Loan
                Trust
                Mortgage Pass-Through Certificates, Series
                2006-12

            


    

    


    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 (or its custodian) 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

              U.S.
                Bank National Association,

              as
                Trustee

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              

              Name:

              Title:

            
	 	 


    

     

    
      
        
        

      

      
        B-1-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B-2

     

    FORM
      OF
      INTERIM CERTIFICATION

     

    
      	 __________
	
               Date 

            


    

     

     

    U.S.
      Bank
      National Association

    Corporate
      Trust Services (SARM 2006-12)

    1
      Federal
      Street

    Boston,
      M.A. 02110

    


    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


     

    [NIMS
      Insurer, if applicable]

     

    
      	 	
              Re:

            	
              Trust
                Agreement (the “Trust Agreement”), dated as of December 1, 2006 among
                Structured Asset Securities Corporation, as Depositor, Aurora Loan
                Services LLC, as Master Servicer and U.S. Bank National Association,
                as
                Trustee, with respect to Structured Adjustable Rate Mortgage Loan
                Trust
                Mortgage Pass-Through Certificates, Series
                2006-12

            


    

    


    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 Schedule I hereto) it (or its custodian) has received the
      applicable documents listed in Section 2.01(b) of the Trust
      Agreement.

     

    The
      undersigned hereby certifies that as to each Mortgage Loan identified on the
      Mortgage Loan Schedule, other than any Mortgage Loan listed on Schedule I
      hereto, it has reviewed the documents identified 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).

     


    
      
        
        

      

      
        B-2-1

        
          

        

      

      
        
        

      

    

    
      	 	 	 
	 	
              [Custodian],
                on behalf of

              U.S.
                Bank National Association,

              as
                Trustee

            
	 
 	 
 	 
 
	
            	By:  	 
	 	
              

              Name:

              Title:

            
	 	
            


    


    
      
        
        

      

      
        B-2-2

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
      B-3

     

    FORM
      OF
      FINAL CERTIFICATION

     

    
      
        	 __________
	
                 Date 

              


      

       

    

     

    U.S.
      Bank
      National Association

    Corporate
      Trust Services (SARM 2006-12)

    1
      Federal
      Street

    Boston,
      M.A. 02110

    


    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

     

    [NIMS
      Insurer, if applicable]

     

    
      	 	
              Re:

            	
              Trust
                Agreement (the “Trust Agreement”), dated as of December 1, 2006 among
                Structured Asset Securities Corporation, as Depositor, Aurora Loan
                Services LLC, as Master Servicer and U.S. Bank National Association,
                as
                Trustee, with respect to Structured Adjustable Rate Mortgage Loan
                Trust
                Mortgage Pass-Through Certificates, Series
                2006-12

            


    

     

    Ladies
      and Gentlemen:

     

    In
      accordance with Section 2.02(d) of the Trust Agreement, the undersigned, as
      Custodian on behalf of the Trustee, hereby certifies that as to each Mortgage
      Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid
      in
      full or listed on Schedule I hereto) it (or its custodian) has received the
      applicable documents listed in Section 2.01(b) of the Trust
      Agreement.

     

    The
      undersigned hereby certifies that as to each Mortgage Loan identified on 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 the Mortgage Loan Schedule is
      correct.

     

    Capitalized
      words and phrases used herein shall have the respective meanings assigned to
      them in the Trust Agreement. This Certificate is qualified in all respects
      by
      the terms of said Trust
      Agreement.

     


    
      
        
        

      

      
        B-3-1

        
          

        

      

      
        
        

      

    

    
      	 	 	 
	 	
              [Custodian],
                on behalf of

              U.S.
                Bank National Association,

              as
                Trustee

            
	 
 	 
 	 
 
	 	By:  	
            
	 	
              

              Name:

              Title:

            
	 	
            


    


    
      
        
        

      

      
        B-3-2

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B-4

     

    FORM
      OF
      ENDORSEMENT

     

    Pay
      to
      the order of U.S. Bank National Association, as trustee (the “Trustee”) under
      the Trust Agreement dated as of December 1, 2006, among Structured Asset
      Securities Corporation, as Depositor, Aurora Loan Services LLC, as Master
      Servicer and the Trustee relating to Structured Adjustable Rate Mortgage Loan
      Trust Mortgage Pass-Through Certificates, Series 2006-12, 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 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
      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) and except if the Mortgage Loan is being foreclosed
      (in which case the Mortgage File will be returned when no longer required by
      us
      for such purpose).

     

    
      
        
        

      

      
        C-1

        
          

        

      

      
        
        

      

       

    

    Capitalized
      terms used herein shall have the meanings ascribed to them in the Trust
      Agreement.

     

    
      	 	 	 
	 	
              [Name
                of 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:

     

    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.

     

    1. That
      the
      Purchaser’s Taxpayer Identification Number is ______________.

     

    
      	
              2.

            	
              That
                the Purchaser is not a “disqualified organization” within the meaning of
                Section 860E(e)(5) of the Internal Revenue Code of 1986, as amended
                (the
                “Code”) and will not be a “disqualified organization” as of
                __________________ [date of transfer], and that the Purchaser is
                not
                acquiring a Residual Certificate (as defined in the Agreement) for
                the
                account of, or as agent (including a broker, nominee, or other middleman)
                for, any person or entity from which it has not received an affidavit
                substantially in the form of this affidavit. For these purposes,
                a
                “disqualified organization” means the United States, any state or
                political subdivision thereof, any foreign government, any international
                organization, any agency or instrumentality of any of the foregoing
                (other
                than an instrumentality if all of its activities are subject to tax
                and a
                majority of its board of directors is not selected by such governmental
                entity), any cooperative organization furnishing electric energy
                or
                providing telephone service to persons in rural areas as described
                in Code
                Section 1381(a)(2)(C), any “electing large partnership” within the meaning
                of Section 775 of the Code, or any organization (other than a farmers’
                cooperative described in Code Section 521) that is exempt from federal
                income tax unless such organization is subject to the tax on unrelated
                business income imposed by Code Section
                511.

            


    

     

    
      	
              3.

            	
              That
                the Purchaser is not, and on _______________ [date of transfer] will
                not
                be, an employee benefit plan or arrangement subject to Title I of
                the
                Employee Retirement Income Security Act of 1974, as amended (“ERISA”), a
                plan subject to Section 4975 of the Internal Revenue Code of 1986,
                as
                amended (the “Code”) or a plan subject to any provisions under any
                federal, state, local, non-U.S. or other laws or regulations that
                are
                substantively similar to the foregoing provisions of ERISA or the
                Code
                (collectively, a “Plan”), and is not directly or indirectly acquiring the
                Residual Certificate for, on behalf of or with any assets of any
                such
                Plan.

            


    

     

    
      
        
        

      

      
        D-1-1

        
          

        

      

      
        
        

      

    

     

    
      	
              4.

            	
              That
                the Purchaser hereby acknowledges that under the terms of the Trust
                Agreement (the “Agreement”) among Structured Asset Securities Corporation,
                U.S. Bank National Association, as Trustee and Aurora Loan Services
                LLC,
                as Master Servicer, dated as of December 1, 2006, no transfer of
                a
                Residual Certificate shall be permitted to be made to any person
                unless
                the Depositor and the Trustee have received a certificate from such
                transferee containing the representations in paragraphs 2, 3 and
                4
                hereof.

            


    

     

    
      	
              5.

            	
              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”).

            


    

     

    
      	
              6.

            	
              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.

            


    

     

    
      	
              7.

            	
              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 2, paragraph 5 or paragraph 9
                hereof
                are not satisfied or that the Purchaser has reason to believe does
                not
                satisfy the requirements set forth in paragraph 6 hereof, and (ii)
                without
                obtaining from the prospective Purchaser an affidavit substantially
                in
                this form and providing to the Trustee a written statement substantially
                in the form of Exhibit D-2 to the
                Agreement.

            


    

     

    
      	
              8.

            	
              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.

            


    

     

    
      	
              9.

            	
              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
                Trustee with an effective Internal Revenue Service Form W-8 ECI
                (Certificate of Foreign Person’s Claim for Exemption From Withholding on
                Income Effectively Connected with the Conduct of a Trade or Business
                in
                the United States) or successor form at the time and in the manner
                required by the Code. “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 or; (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

        
          

        

      

      
        
        

      

    

     

    
      	
              10.

            	
              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 6 and paragraph 9
                hereof.

            


    

     

    
      	
              11.

            	
              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.

            


    

     

    Terms
      used in this transfer affidavit which are not otherwise defined herein have
      the
      respective meanings assigned thereto in the Trust Agreement.

     


    
      
        
        

      

      
        D-1-3

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Purchaser has caused this instrument to be executed on
      its
      behalf, pursuant to authority of its Board of Directors, by its [title of
      officer] this _____ day of __________, 20__.

    
       

      
        	 	 	 
	 	
                [name
                  of Purchaser]

              
	 
 	 
 	 
 
	 	By:  	
              
	 	
                

                Name:

                Title:
                  

              
	 	
              


      

       

    

    Personally
      appeared before me the above-named [name of officer] ________________, known
      or
      proved to me to be the same person who executed the foregoing instrument and
      to
      be the [title of officer] _________________ of the Purchaser, and acknowledged
      to me that he [she] executed the same as his [her] free act and deed and the
      free act and deed of the Purchaser.

     

    Subscribed
      and sworn before me this _____ day of __________, 20__.

     

    NOTARY
      PUBLIC

     

    _________________________________

     

    COUNTY
      OF_____________________

     

    STATE
      OF_______________________

     

    My
      commission expires the _____ day of __________, 20__.


    
      
        
        

      

      
        D-1-4

        
          

        

      

      
        
        

      

    


    EXHIBIT
      D-2

     

    FORM
      OF
      RESIDUAL CERTIFICATE TRANSFER AFFIDAVIT (TRANSFEROR)

    
      
         

        
          	 __________
	
                   Date 

                


        

         

      

    

    
      	 	
              Re:

            	
              Structured
                Adjustable Rate Mortgage Loan Trust Mortgage Pass-Through Certificates,
                Series 2006-12

            


    

     

    _______________________
      (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 6 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,

            
	 
 	 
 	 
 
	
            	By:  	 
	 	
              

              Name:

              Title:

            
	 	
            


    

     

    
      
        
        

      

      
        D-2-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      E

     

    SERVICING
      AGREEMENTS



    
      
        
        

      

      
        E-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      F

     

    FORM
      OF
      RULE 144A TRANSFER CERTIFICATE

     

    
      	
            	Re:	
              Structured
                Adjustable Rate Mortgage Loan Trust Mortgage Pass-Through
                

            


      	 	 	Certificates, Series
              2006-12


    

      

    Reference
      is hereby made to the Trust Agreement (the “Trust Agreement”), dated as of
      December 1, 2006 among Structured Asset Securities Corporation, as Depositor,
      Aurora Loan Services LLC, as Master Servicer and U.S. Bank National Association,
      as Trustee. Capitalized terms used but not defined herein shall have the
      meanings given to them in the Trust Agreement.

     

    This
      letter relates to $_________ initial Certificate 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 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 the benefit of
      the
      Trustee, 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
      Structured Adjustable Rate Mortgage Loan Trust Mortgage Pass-Through
      Certificates, Series 2006-12 (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 (the “Trust
      Agreement”), dated as of December 1, 2006 among Structured Asset Securities
      Corporation, as Depositor, Aurora Loan Services LLC, as Master Servicer and
      U.S.
      Bank National Association, 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 Trustee, 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.

     

    3. We
      are
      acquiring the Privately Offered Certificates for investment purposes and not
      with a view to, or for offer or sale in connection with, any distribution in
      violation of the Securities Act. We have such knowledge and experience in
      financial and business matters as to be capable of evaluating the merits and
      risks of our investment in the Privately Offered Certificates, and we and any
      account for which we are acting are each able to bear the economic risk of
      such
      investment.

     

    
      
        
        

      

      
        G-1

        
          

        

      

      
        
        

      

    

     

    4. We
      are an
      Institutional Accredited Investor and we are acquiring the Privately Offered
      Certificates purchased by us for our own account or for one or more accounts
      (each of which is an Institutional Accredited Investor) as to each of which
      we
      exercise sole investment discretion.

     

    5. We
      have
      received such information as we deem necessary in order to make our investment
      decision.

     

    6. If
      we are
      acquiring an ERISA-Restricted Certificate, we are not a Plan and we are not
      acquiring the ERISA-Restricted Certificate for, on behalf of or with any assets
      of a Plan, except as may be permitted pursuant to Section 3.03(d) of the Trust
      Agreement.

     

    Terms
      used in this letter which are not otherwise defined herein have the respective
      meanings assigned thereto in the Trust Agreement.

     

    You
      and
      the Depositor and the Trustee are entitled to rely upon this letter and are
      irrevocably authorized to produce this letter or a copy hereof to any interested
      party in any administrative or legal proceeding or official inquiry with respect
      to the matters covered hereby.

    
       

      
        	 	 	Very truly yours,
	 	 	 
	 	 	 
	 	
                
                  [Purchaser]

                

              
	 
 	 
 	 
 
	 	By:  	
              
	 	
                

                
                  Name:

                  Title:

                

              
	 	
              


      

    


    
      
        
        

      

      
        G-2

        
          

        

      

      
        
        

      

    



    EXHIBIT
      H

     

    [FORM
      OF
      ERISA TRANSFER AFFIDAVIT]

     

    
       

      
        
          	STATE OF  NEW
                  YORK  	)
	 	) ss.:
	COUNTY OF NEW YORK	)


        

      

                                                       

    

     

    The
      undersigned, being first duly sworn, deposes and says as follows:

     

    1. The
      undersigned is the ______________________ of (the “Investor”), a [corporation
      duly organized] and existing under the laws of __________, on behalf of which
      he
      makes this affidavit.

     

    2. The
      Investor in an ERISA-Restricted Certificate (A) is not, and on _______________
      [date of transfer] will not be, an employee benefit plan or arrangement subject
      to Title I of the Employee Retirement Income Security Act of 1974, as amended
      (“ERISA”), a plan subject to Section 4975 of the Internal Revenue Code of 1986,
      as amended (the “Code”) or a plan subject to any provisions under any federal,
      state, local, non-U.S. or other laws or regulations that are substantively
      similar to the foregoing provisions of ERISA or the Code (“Similar Law”)
      (collectively, a “Plan”), and is not directly or indirectly acquiring the
      Certificate for, on behalf of or with any assets of any such Plan, (B) if the
      Certificate has been the subject of an ERISA-Qualifying Underwriting, is an
      insurance company that is acquiring the Certificate with assets of an “insurance
      company general account” as defined in Section V(E) of Prohibited Transaction
      Class Exemption (“PTCE”) 95-60 and the acquisition and holding of the
      Certificate are covered and exempt under Sections I and III of PTCE 95-60,
      or
      (C) solely in the case of a Definitive Certificate, shall herewith deliver
      an
      Opinion of Counsel satisfactory to the Certificate Registrar, the Trustee and
      the Depositor, and upon which the Trustee, the Certificate Registrar and the
      Depositor shall be entitled to rely, to the effect that the acquisition and
      holding of such Certificate by the Investor will not result in a nonexempt
      prohibited transaction under Title I of ERISA or Section 4975 of the Code,
      or a
      violation of Similar Law, and will not subject the Trustee, the Master Servicer,
      the Certificate Registrar, any Servicer or the Depositor to any obligation
      in
      addition to those undertaken by such entities in the Trust Agreement, which
      Opinion of Counsel shall not be an expense of the Trustee, the Master Servicer,
      the Certificate Registrar, any Servicer or the Depositor.

     

    3. Either
      (i) the Investor in a ERISA-Restricted Swap Certificate is not, and is not
      acting for, on behalf of or with any assets of, an employee benefit plan or
      other arrangement subject to Title I of ERISA or plan subject to Section 4975
      of
      the Code, or (ii) until the termination of the Swap Agreement, the acquisition
      and holding of such Certificate are eligible for exemptive relief under any
      of
      Section 408(b)(17) of ERISA or Section 4975(d)(20) of the Code, PTCE 84-14,
      PTCE
      90-1, PTCE 91-38, PTCE 95-60 or PTCE 96-23, each as it may be amended from
      time
      to time.

     

    4. The
      Investor hereby acknowledges that under the terms of the Trust Agreement (the
      “Agreement”) among Structured Asset Securities Corporation, as Depositor, Aurora
      Loan Services LLC, as Master Servicer and U.S. Bank National Association, as
      Trustee, dated as of December 1, 2006, no transfer of the ERISA-Restricted
      Certificates or the ERISA-Restricted Swap Certificates shall be permitted to
      be
      made to any person unless the Depositor, the Certificate Registrar and the
      Trustee have received an affidavit from such transferee in the form hereof
      or an
      opinion of counsel as provided herein.

     

    
      
        
        

      

      
        H-1

        
          

        

      

      
        
        

      

    

     

    5. Capitalized
      terms used but not defined herein shall have the meanings given to such terms
      in
      the Trust Agreement.

     

    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

     

    MONTHLY
      REMITTANCE ADVICE

     

    [INTENTIONALLY
      OMITTED]

     

    
      
        
        

      

      
        I-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      J

     

    MONTHLY
      ELECTRONIC DATA TRANSMISSION

     

    [INTENTIONALLY
      OMITTED]


    
      
        
        

      

      
        J-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      K

     

    CUSTODIAL
      AGREEMENTS


    
      
        
        

      

      
        K-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      L-1

     

    FORM
      OF TRANSFER CERTIFICATE

    FOR
      TRANSFER FROM RESTRICTED GLOBAL SECURITY

    TO
      REGULATION S GLOBAL SECURITY

    (Transfers
      pursuant to § 3.03(h)(ii)

    of
      the
      Agreement)

     

    
      	 	
              Re:

            	
              Structured
                Adjustable Rate Mortgage Loan Trust Mortgage Loan Trust Mortgage
                Pass-Through Certificates, Series
                2006-12

            


    

     

    Reference
      is hereby made to the Trust Agreement (the “Agreement”) among Structured Asset
      Securities Corporation, as Depositor, Aurora Loan Services LLC, as Master
      Servicer, and U.S. Bank National Association, as Trustee, dated as of December
      1, 2006. 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
      Depositor and the Trustee are entitled to rely upon this letter and are
      irrevocably authorized to produce this letter or a copy hereof to any interested
      party in any administrative or legal proceedings or official inquiry with
      respect to the matters covered hereby. Terms used in this certificate have
      the
      meanings set forth in Regulation S.

    
       

      
        
          
          

        

        
          L-1-1

          
            

          

        

        
          
          

        

      

       

      
        	 	 	 
	 	
                
                  [Name
                    of Transferor]

                

              
	 
 	 
 	 
 
	 	By:  	
              
	 	
                

                Name:

                Title:

              
	
                Date:             
                    ,
                  ____

              	
              


      

      

        
          
            
            

          

          
            L-1-2

            
              

            

          

          
            
            

          

        

      

       

    

    EXHIBIT
      L-2

    


    FORM
      OF TRANSFER CERTIFICATE FOR TRANSFER

    FROM
      REGULATION S GLOBAL SECURITY

    TO
      RESTRICTED GLOBAL SECURITY

    (Transfers
      pursuant to § 3.03(h)(iii)

    of
      the
      Agreement)

     

    
      	 	
              Re:

            	
              Structured
                Adjustable Rate Mortgage Loan Trust Mortgage Pass-Through Certificates,
                Series 2006-12

            


    

     

    Reference
      is hereby made to the Trust Agreement (the “Agreement”) among Structured Asset
      Securities Corporation, as Depositor, Aurora Loan Services LLC, as Master
      Servicer and U.S. Bank National Association, as Trustee, dated as of December
      1,
      2006. Capitalized terms used but not defined herein shall have the meanings
      given to them in the Agreement.

     

    This
      letter relates to U.S. $                            
      aggregate
      principal amount of Securities which are held in the form of a Regulations
      S
      Global Security in the name of [name of transferor]                                                       
      (the
      “Transferor”) to effect the transfer of the Securities in exchange for an
      equivalent beneficial interest in a Restricted Global Security.

     

    In
      connection with such request, and in respect of such Securities, the Transferor
      does hereby certify that such Securities are being transferred in accordance
      with (i) the transfer restrictions set forth in the Agreement and the Securities
      and (ii) Rule 144A under the United States Securities Act of 1933, as amended,
      to a transferee that the Transferor reasonably believes is purchasing the
      Securities for its own account or an account with respect to which the
      transferee exercises sole investment discretion, the transferee and any such
      account is a qualified institutional buyer within the meaning of Rule 144A,
      in a
      transaction meeting the requirements of Rule 144A and in accordance with any
      applicable securities laws of any state of the United States or any other
      jurisdiction.

    
      	 	 	 
	 	[Name
              of
              Transferor]
	 
 	 
 	 
 
	 	By:  	
            
	 	
              

              Name:

              Title:

            
	Date:             
                ,
              ___	
            


    


    
      
        
        

      

      
        L-2-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      M

     

    [RESERVED]


    
      
        
        

      

      
        M-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      N

     

    [RESERVED]

     


    
      
        
        

      

      
        N-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      O

    


    SERVICING
      CRITERIA TO BE ADDRESSED

    IN
      ASSESSMENT OF COMPLIANCE

     

    Key:
      X
      -
      obligation    

    


    Where
      there are multiple checks for criteria the attesting party will identify in
      their management assertion that they are attesting only to the portion of the
      distribution chain they are responsible for in the related transaction
      agreements. Capitalized terms used herein but not defined herein shall have
      the
      meanings assigned to them in the Trust Agreement dated as of December 1, 2006
      (the “Trust Agreement”), by and among U.S. Bank National Association, (the
“Trustee”), Aurora Loan Services LLC, as master servicer (the “Master
      Servicer”), and Structured Asset Securities Corporation, as depositor (the
“Depositor”). 

     

    

      
        	
                Reg
                  AB Reference

              	 	
                Servicing
                  Criteria

              	 	
                Master
                  Servicer

              	 	
                Paying
                  Agent

              	 	
                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.


              	 	
                X

              	 	 	 	 
	
                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

              	 	 
	
                1122(d)(2)(ii)

              	 	
                Disbursements
                  made via wire transfer on behalf of an obligor or to an investor
                  are made
                  only by authorized personnel. 

              	 	
                X

              	 	
                X

              	 	 
	
                1122(d)(2)(iii)

              	 	
                Advances
                  of funds or guarantees regarding collections, cash flows or distributions,
                  and any interest or other fees charged for such advances, are made,
                  reviewed and approved as specified in the transaction agreements.
                  

              	 	
                X

              	 	 	 	 
	
                1122(d)(2)(iv)

              	 	
                The
                  related accounts for the transaction, such as cash reserve accounts
                  or
                  accounts established as a form of over collateralization, are separately
                  maintained (e.g., with respect to commingling of cash) as set forth
                  in the
                  transaction agreements. 

              	 	
                X

              	 	
                X

              	 	
                X

              


      

       

      
        
          
          

        

        
          O-1

          
            

          

        

        
          
          

        

      

      
 

      
        
          
            	
                    Reg
                      AB Reference

                  	 	
                    Servicing
                      Criteria

                  	 	
                    Master
                      Servicer

                  	 	
                    Paying
                      Agent

                  	 	
                    Trustee

                  


          

        

      

      
        
          	
                  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

                
	
                  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

                
	
                  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

                	 	 	 	 	 	 


        

      

       

       

      
        
          
          

        

        
          O-2

          
            

          

        

        
          
          

        

      

       

      
        	
                Reg
                  AB Reference

              	 	
                Servicing
                  Criteria

              	 	
                Master
                  Servicer

              	 	
                Paying
                  Agent

              	 	
                Trustee

              


        
          	
                  1122(d)(4)(i)
                    

                	 	
                  Collateral
                    or security on pool assets is maintained as required by the transaction
                    agreements or related pool asset documents. 

                	 	 	 	 	 	 
	
                  1122(d)(4)(ii)

                	 	
                  Pool
                    assets and related documents are safeguarded as required by the
                    transaction agreements 

                	 	 	 	 	 	 
	
                  1122(d)(4)(iii)

                	 	
                  Any
                    additions, removals or substitutions to the asset pool are made,
                    reviewed
                    and approved in accordance with any conditions or requirements
                    in the
                    transaction agreements. 

                	 	 	 	 	 	
                  X

                
	
                  1122(d)(4)(iv)

                	 	
                  Payments
                    on pool assets, including any payoffs, made in accordance with
                    the related
                    pool asset documents are posted to the Servicer’s obligor records
                    maintained no more than two business days after receipt, or such
                    other
                    number of days specified in the transaction agreements, and allocated
                    to
                    principal, interest or other items (e.g., escrow) in accordance
                    with the
                    related pool asset documents. 

                	 	 	 	 	 	 
	
                  1122(d)(4)(v)

                	 	
                  The
                    Servicer’s records regarding the pool assets agree with the Servicer’s
                    records with respect to an obligor’s unpaid principal balance.
                    

                	 	 	 	 	 	 
	
                  1122(d)(4)(vi)

                	 	
                  Changes
                    with respect to the terms or status of an obligor’s pool assets (e.g.,
                    loan modifications or re-agings) are made, reviewed and approved
                    by
                    authorized personnel in accordance with the transaction agreements
                    and
                    related pool asset documents. 

                	 	
                  X

                	 	 	 	 
	
                  1122(d)(4)(vii)

                	 	
                  Loss
                    mitigation or recovery actions (e.g., forbearance plans, modifications
                    and
                    deeds in lieu of foreclosure, foreclosures and repossessions,
                    as
                    applicable) are initiated, conducted and concluded in accordance
                    with the
                    timeframes or other requirements established by the transaction
                    agreements. 

                	 	
                  X

                	 	 	 	 
	
                  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. 

                  	 	 	 	 	 	 


          

        

      

      
         

         

        
          
            
            

          

          
            O-3

            
              

            

          

          
            
            

          

        

         

        
          	
                  Reg
                    AB Reference

                	 	
                  Servicing
                    Criteria

                	 	
                  Master
                    Servicer

                	 	
                  Paying
                    Agent

                	 	
                  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. 

                  	 	
                    X

                  	 	 	 	 
	
                    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. 

                  	 	
                    X

                  	 	 	 	 
	
                    1122(d)(4)(xiv)
                      

                  	 	
                    Delinquencies,
                      charge-offs and uncollectible accounts are recognized and recorded
                      in
                      accordance with the transaction agreements. 

                  	 	
                    X

                  	 	 	 	 
	
                    1122(d)(4)(xv)

                  	 	
                    Any
                      external enhancement or other support, identified in Item 1114(a)(1)
                      through (3) or Item 1115 of Regulation AB, is maintained as
                      set forth in
                      the transaction agreements. 

                  	 	 	 	 	 	
                    X

                  


          

        

         

        
          
            
            

          

          
            O-4

            
              

            

          

          
            
            

          

           

        

      

    

    EXHIBIT
      P-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	 	
                Master
                  Servicer (as to any Servicer, to the extent provided by such
                  Servicer),

                Trustee
                  (if Paying Agent) and Paying Agent 

              
	
                 

                Any
                  information required by 1121 which is NOT included on the Distribution
                  Date Statement

              	 	
                 

                Depositor
                  (to the extent of any additional information that has not already
                  been
                  provided by the Master Servicer)

              
	
                Item
                  2: Legal Proceedings

                per
                  Item 1117 of Reg AB

              	 	
                (i)
                  All parties to the Trust Agreement (as to themselves), (ii) the
                  Trustee as
                  to the issuing entity, (iii) the Depositor as to the sponsor, any
                  1110(b)
                  originator, any 1100(d)(1) party and (iv) the Master Servicer,
                  as to any
                  Servicer, to the extent provided by such Servicer

              
	
                Item
                  3: Sale of Securities and Use of Proceeds

              	 	
                Depositor

              
	
                Item
                  4: Defaults Upon Senior Securities

              	 	
                Trustee

              
	
                Item
                  5: Submission of Matters to a Vote of Security Holders

              	 	
                Trustee

              
	
                Item
                  6: Significant Obligors of Pool Assets

              	 	
                Depositor

              
	
                Item
                  7: Significant Enhancement Provider Information

              	 	
                Depositor

              
	
                Item
                  8: Other Information

              	 	
                Any
                  party responsible for disclosure items on Form 8-K

              
	
                Item
                  9: Exhibits

              	 	
                Depositor
                  and Master Servicer (on behalf of any Servicer or on its own behalf
                  if
                  acting as a Servicer)

              


      

    


    
      
        
        

      

      
        P-1-1

        
          

        

      

      
        
        

      

    



    EXHIBIT
      P-2

     

    ADDITIONAL
      FORM 10-K DISCLOSURE

    

      
        	
                Item
                  on Form 10-K

              	 	
                Party
                  Responsible

              
	
                Item
                  1B: Unresolved Staff Comments

              	 	
                Depositor

              
	
                Item
                  9B: Other Information

              	 	
                Any
                  party responsible for disclosure items on Form 8-K

              
	
                Item
                  15: Exhibits, Financial Statement Schedules

              	 	
                Depositor,
                  Servicer, Master Servicer, Subservicer

              
	
                Additional
                  Item:

                Disclosure
                  per Item 1117 of Reg AB

              	 	
                (i)
                  All parties to the Trust Agreement (as to themselves), (ii) the
                  Trustee
                  and Depositor as to the issuing entity, (iii) the Depositor as
                  to the
                  sponsor, any 1110(b) originator, any 1100(d)(1) party and (iv)
                  the Master
                  Servicer, as to any Servicer, to the extent provided by such
                  Servicer

              
	
                Additional
                  Item:

                Disclosure
                  per Item 1119 of Reg AB

              	 	
                (i)
                  All parties to the Trust Agreement as to themselves, (ii) the Depositor
                  as
                  to the sponsor, originator, significant obligor, enhancement or
                  support
                  provider and (iii) the Master Servicer, as to any Servicer, to
                  the extent
                  provided by such Servicer

              
	
                Additional
                  Item:

                Disclosure
                  per Item 1112(b) of Reg AB

              	 	
                Depositor

              
	
                Additional
                  Item:

                Disclosure
                  per Items 1114(b) and 1115(b) of Reg AB

              	 	
                Depositor

              


      

    


    
      
        
        

      

      
        P-2-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      P-3

     

    ADDITIONAL
      FORM 8-K DISCLOSURE

    

      
        	
                Item
                  on Form 8-K

              	 	
                Party
                  Responsible

              
	
                Item
                  1.01- Entry into a Material Definitive Agreement

              	 	
                Any
                  party to the Trust Agreement which is a party to such
                  agreement

              
	
                Item
                  1.02- Termination of a Material Definitive Agreement

              	 	
                Any
                  party to the Trust Agreement which is a party to such
                  agreement

              
	
                Item
                  1.03- Bankruptcy or Receivership

              	 	
                Depositor

              
	
                Item
                  2.04- Triggering Events that Accelerate or Increase a Direct Financial
                  Obligation or an Obligation under an Off-Balance Sheet
                  Arrangement

              	 	
                Depositor

              
	
                Item
                  3.03- Material Modification to Rights of Security Holders

              	 	
                Trustee
                  and Depositor

              
	
                Item
                  5.03- Amendments of Articles of Incorporation or Bylaws; Change
                  of Fiscal
                  Year

              	 	
                Depositor

              
	
                Item
                  6.01- ABS Informational and Computational Material

              	 	
                Depositor

              
	
                Item
                  6.02- Change of Servicer or Trustee

              	 	
                Master
                  Servicer (as to itself and as to any Servicer, to the extent provided
                  by
                  such Servicer), Trustee (as to itself), Seller

              
	
                Item
                  6.03- Change in Credit Enhancement or External Support

              	 	
                Depositor

              
	
                Item
                  6.04- Failure to Make a Required Distribution

              	 	
                Trustee

              
	
                Item
                  6.05- Securities Act Updating Disclosure

              	 	
                Depositor

              
	
                Item
                  7.01- Reg FD Disclosure

              	 	
                Depositor

              
	
                Item
                  8.01

              	 	
                Depositor

              
	
                Item
                  9.01

              	 	
                Depositor

              


      




    
      
        
        

      

      
        P-3-1

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
      P-4

     

    ADDITIONAL
      DISCLOSURE NOTIFICATION

    


    Structured
      Asset Securities Corporation, as Depositor

    745
      Seventh Avenue, 7th Floor

    New
      York,
      New York 10019

    Attention:
      Mortgage Finance, SARM 2006-12

    


    U.S.
      Bank
      National Association, as Trustee

    One
      Federal Street

    3rd
      Floor

    Boston,
      Massachusetts 02110

    Attn:
      Corporate Trust Services - SARM 2006-12 - 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 and U.S. Bank National Association, as Trustee, the undersigned, as
      [     ], hereby notifies
      you that certain events have come to our attention that [will] [may] need to
      be
      disclosed on Form [10-D][10-K][8-K].

     

    Description
      of Additional Form [10-D][10-K][8-K] Disclosure:

    


     

    List
      of any Attachments hereto to be included in the Additional Form
      [10-D][10-K][8-K] Disclosure:

     

     

    Any
      inquiries related to this notification should be directed to [     ], phone
      number: [     ]; email address:
      [     ]. 

     

    
      	 	 	 
	 	
              [NAME
                OF PARTY],

              as
                [role]

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              

              Name:

              Title:

            
	 	
            


    

     

     

    
      
        
        

      

      
        P-4-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      Q-1

    


    FORM
      OF
      BACK-UP SARBANES-OXLEY CERTIFICATION

     

    [  ]

    [  ]

    [  ]

     

    
      	 	
              Re:

            	
              SARM
                2006-12

            


    

     

    [_______],
      the [_______] of [_______] (the “Company”) hereby certifies to the Depositor,
      the Master Servicer and the Trustee, and each of their officers, directors
      and
      affiliates that:

     

    (1) I
      have
      reviewed [the servicer compliance statement of the Company provided in
      accordance with Item 1123 of Regulation AB (the “Compliance Statement”),] the
      report on assessment of the Company’s compliance with the Servicing Criteria set
      forth in Item 1122(d) of Regulation AB (the “Servicing Criteria”), provided in
      accordance with Rules 13a-18 and 15d-18 under the Securities Exchange Act of
      1934, as amended (the “Exchange Act”) and Item 1122 of Regulation AB (the
“Servicing Assessment”), the registered public accounting firm’s attestation
      report provided in accordance with Rules 13a-18 and 15d-18 under the Exchange
      Act and Section 1122(b) of Regulation AB (the “Attestation
      Report”), and all servicing reports, officer’s certificates and other
      information relating to the servicing of the Mortgage Loans by the Company
      during 200[ ] that were delivered by the Company to any of the Depositor, the
      Master Servicer and the Trustee pursuant to the Agreement (collectively, the
      “Company Servicing Information”);

     

    (2) Based
      on
      my knowledge, the Company Servicing Information, taken as a whole, does not
      contain any untrue statement of a material fact or omit to state a material
      fact
      necessary to make the statements made, in the light of the circumstances under
      which such statements were made, not misleading with respect to the period
      of
      time covered by the Company Servicing Information;

     

    (3) Based
      on
      my knowledge, all of the Company Servicing Information required to be provided
      by the Company under the Agreement has been provided to the Depositor, the
      Master Servicer and the Trustee;

     

    (4) I
      am
      responsible for reviewing the activities performed by [_______] as [_______]
      under the [_______] (the “Agreement”), and based on my knowledge[and the
      compliance review conducted in preparing the Compliance Statement] and except
      as
      disclosed in [the Compliance Statement,] the Servicing Assessment or the
      Attestation Report, the Company has fulfilled its obligations under the
      Agreement in all material respects; and

     

    (5) [The
      Compliance Statement required to be delivered by the Company pursuant to the
      Agreement, and] [The] [the] Servicing Assessment and Attestation Report required
      to be provided by the Company and [by any Subservicer or Subcontractor] pursuant
      to the Agreement, have been provided to the Depositor, the Master Servicer
      and
      the Trustee. Any material instances of noncompliance described in such reports
      have been disclosed to the Depositor, the Master Servicer and the Trustee.
      Any
      material instance of noncompliance with the Servicing Criteria has been
      disclosed in such reports.

     

    
      
        
        

      

      
        Q-1-1

        
          

        

      

      
        
        

      

       

    

    Capitalized
      terms used but not defined herein have the meanings ascribed to them in the
      Trust Agreement, dated as of December 1, 2006 (the “Trust Agreement”) by and
      among Structured Asset Securities Corporation, as Depositor, U.S. Bank National
      Association, as Trustee and Aurora Loan Services LLC, as Master Servicer.
      Capitalized terms used but not defined herein shall have the meanings given
      to
      them in the Trust Agreement.

    
      	 	 	 
	 	
              [_______]

               

              as
                [_______]

            
	 
 	 
 	 
 
	 	 	By: 
	 	
              Name:

              Title:

              Date:

            
	 	
            


    

    
    

    
      
        
        

      

      
        Q-1-2

        
          

        

      

      
        
        

      

    


    EXHIBIT
      Q-2

    


    FORM
      OF
      CERTIFICATION TO BE

    PROVIDED
      BY THE TRUSTEE

    


    
      	
              Re:

            	
              Structured
                Adjustable Rate Mortgage Loan Trust (the “Trust”),
                Mortgage Pass-Through Certificates, Series 2006-12, issued pursuant
                to the
                Trust Agreement, dated as of December 1, 2006, among Structured Asset
                Securities Corporation, as Depositor, Aurora Loan Services, LLC,
                as Master
                Servicer, and U.S. Bank National Association, as
                Trustee

            


    

     

    The
      Trustee hereby certifies to the Depositor and the Master Servicer, and their
      respective officers, directors and affiliates, and with the knowledge and intent
      that they will rely upon this certification, that:

     

    (1) I
      have
      reviewed the annual report on Form 10-K for the fiscal year [____] (the “Annual
      Report”), and all reports on Form 10-D required to be filed in respect of period
      covered by the Annual Report (collectively with the Annual Report, the
“Reports”), of the Trust;

     

    (2) To
      my
      knowledge, (a) the Reports, taken as a whole, do not contain any untrue
      statement of a material fact or omit to state a material fact necessary to
      make
      the statements made, in light of the circumstances under which such statements
      were made, not misleading with respect to the period covered by the Annual
      Report, and (b) the Trustee’s assessment of compliance and related attestation
      report referred to below, taken as a whole, do not contain any untrue statement
      of a material fact or omit to state a material fact necessary to make the
      statements made, in light of the circumstances under which such statements
      were
      made, not misleading with respect to the period covered by such assessment
      of
      compliance and attestation report;

     

    (3) To
      my
      knowledge, the distribution information required to be provided by the Trustee
      under the Trust Agreement for inclusion in the Reports is included in the
      Reports;

     

    (4) I
      am
      responsible for reviewing the activities performed by the Trustee under the
      Trust Agreement, and based on my knowledge and the compliance review conducted
      in preparing the assessment of compliance of the Trustee required by the Trust
      Agreement, and except as disclosed in the Reports, the Trustee has fulfilled
      its
      obligations under the Trust Agreement in all material respects; and

     

    (5) The
      report on assessment of compliance with servicing criteria applicable to the
      Trustee for asset-backed securities of the Trustee and each Subcontractor
      utilized by the Trustee and related attestation report on assessment of
      compliance with servicing criteria applicable to it required to be included
      in
      the Annual Report in accordance with Item 1122 of Regulation AB and Exchange
      Act
      Rules 13a-18 and 15d-18 has been included as an exhibit to the Annual Report.
      Any material instances of non-compliance are described in such report and have
      been disclosed in the Annual Report.

     

    
      
        
        

      

      
        Q-2-1

        
          

        

      

      
        
        

      

       

    

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

    
      	 	 	 
	 	 
	 
Date:
              _______________	 
 	 
 
	 	 	 
	U.S.
              Bank
              National Association, as Trustee	
            
	 	 
	 	 
	
              [Signature]

              [Title]

            	 


    


    
      
        
        

      

      
        Q-2-2

        
          

        

      

      
        
        

      

    


    EXHIBIT
      R

    


    TRANSACTION
      PARTIES

    


    Trustee:
      U.S. Bank National Association

    


    Securities
      Administrator: N/A

    


    Master
      Servicer: Aurora Loan Services LLC

    


    Credit
      Risk Manager: N/A

    


    PMI
      Insurer: N/A

    


    Interest
      Rate Swap Counterparty: ABN AMRO Bank, N.V.

    


    Interest
      Rate Cap Counterparty: Lehman Brothers Special Financing, Inc.

    


    Servicers:
      Aurora Loan Services LLC, Countrywide Home Loans Servicing LP, GreenPoint
      Mortgage Funding, Inc. and PHH Mortgage Corp.

    


    Originators:
      American Home Mortgage, Countrywide Home Loans, Inc., DHI Mortgage Company,
      E-Loan Mortgage, Freedom Mortgage Corporation, GreenPoint Mortgage Funding,
      Inc., Lehman Brothers Bank, FSB, Option One Mortgage Corporation, Platinum
      Community Bank, FSB, PHH Mortgage Corp., Plaza Home Mortgage Inc. and
      Residential Mortgage Capital.

    


    Custodians:
      Deutsche Bank National Trust Company, LaSalle Bank National Association, U.S.
      Bank National Association and Wells Fargo Bank, N.A.

    


    Seller:
      Lehman Brothers Holdings Inc.

    



    
      
        
        

      

      
        R-1

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      A

     

    MORTGAGE
      LOAN SCHEDULE

     

    On
      file
      at the offices of:

    Dechert
      LLP

    2929
      Arch
      Street

    Philadelphia,
      Pennsylvania 19104

    Attn:
      Steven J. Molitor

    Telephone:
      (215) 994-2777

    Telecopier:
      (215) 994-2222



    
      
        
        

      

      
        Sch.
          A-1

        
          

        

      

      
        
        

      

    


    SCHEDULE
      B

    


    POOL
      2-AX
      MORTGAGE LOAN SCHEDULE

    


    On
      file
      at the offices of:

    Dechert
      LLP

    2929
      Arch
      Street

    Philadelphia,
      Pennsylvania 19104

    Attn:
      Steven J. Molitor

    Telephone:
      (215) 994-2777

    Telecopier:
      (215) 994-2222


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    SCHEDULE
      C

    


    POOL
      2-PAX MORTGAGE LOAN SCHEDULE

    


    On
      file
      at the offices of:

    Dechert
      LLP

    2929
      Arch
      Street

    Philadelphia,
      Pennsylvania 19104

    Attn:
      Steven J. Molitor

    Telephone:
      (215) 994-2777

    Telecopier:
      (215) 994-2222