Form
      of Pooling and Servicing Agreement

    For
      HELOC Certificate Transactions


     

    STRUCTURED
      ASSET SECURITIES CORPORATION,

     

     

    Depositor

     

    [ 
               ],

    Servicer

     

    [ 
               ],

    Mortgage
      Loan Seller,

     

    [         
        ],

    Master
      Servicer, Securities Administrator and Custodian

     

     

    and

     

    [        
        ],

    Trustee

     

     

    POOLING
      AND SERVICING AGREEMENT

     

     

    


     

     

    Dated
      as
      of [           ]

     

     

    STRUCTURED
      ASSET SECURITIES CORPORATION TRUST
      [             ]

     

     

    MORTGAGE
      PASS-THROUGH CERTIFICATES,

     

     

    SERIES [             ]

     

     

    
      

      

    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    TABLE
      OF
      CONTENTS

    
      	 	
              Page

            
	
               

              ARTICLE
                I

               

            	 
	
               

              DEFINITIONS

               

            	 
	
               

              ARTICLE
                II

               

            	 
	
               

              CONVEYANCE
                OF MORTGAGE LOANS;

              REPRESENTATIONS
                AND WARRANTIES

               

            	 
	
              Section
                2.01

            	
              Conveyance
                of Mortgage Loans

            	
              46

            
	
              Section
                2.02

            	
              Acceptance
                by the Trustee of the Mortgage Loans

            	
              45

            
	
              Section
                2.03

            	
              Representations,
                Warranties and Covenants of the Mortgage Loan Seller and the Servicer;
                Remedies for Breaches of Representations and Warranties with Respect
                to
                the Mortgage Loans

            	
              46

            
	
              Section
                2.04

            	
              Execution
                and Delivery of Certificates

            	
              50

            
	
              Section
                2.05

            	
              REMIC
                Matters

            	
              50

            
	
              Section
                2.06

            	
              Representations
                and Warranties of the Depositor

            	
              50

            
	
               

              ARTICLE
                III

               

            	 
	
               

              ADMINISTRATION
                AND SERVICING

              OF
                MORTGAGE LOANS

               

            	 
	 	 
	
              Section
                3.01

            	
              Servicer
                to Service Mortgage Loans

            	
              52

            
	
              Section
                3.02

            	
              Subservicing
                Agreements between Servicer and Subservicers; Use of
                Subcontractors

            	
              53

            
	
              Section
                3.03

            	
              Successor
                Subservicers

            	
              55

            
	
              Section
                3.04

            	
              Liability
                of the Servicer

            	
              55

            
	
              Section
                3.05

            	
              No
                Contractual Relationship between Subservicers and the Master
                Servicer

            	
              60

            
	
              Section
                3.06

            	
              Assumption
                or Termination of Subservicing Agreements by Master
                Servicer

            	
              56

            
	
              Section
                3.07

            	
              Collection
                of Certain Mortgage Loan Payments

            	
              56

            
	
              Section
                3.08

            	
              Subservicing
                Accounts

            	
              59

            
	
              Section
                3.09

            	
              Collection
                of Taxes, Assessments and Similar Items; Escrow Accounts

            	
              60

            
	
              Section
                3.10

            	
              Collection
                Account

            	
              61

            
	
              Section
                3.11

            	
              Withdrawals
                from the Collection Account

            	
              62

            
	
              Section
                3.12

            	
              Investment
                of Funds in the Collection Account, Escrow Accounts and the Distribution
                Account

            	
              63

            
	
              Section
                3.13

            	
              Maintenance
                of Hazard Insurance and Errors and Omissions and Fidelity
                Coverage

            	
              65

            
	
              Section
                3.14

            	
              Enforcement
                of Due-On-Sale Clauses; Assumption Agreements

            	
              66

            


    

     

     

    
      
        
        

      

      
        -i-

        
          

        

      

      
        
        

      

    

     

     

    
      	
              Section
                3.15

            	
              Realization
                upon Defaulted Mortgage Loans

            	
              67

            
	
              Section
                3.16

            	
              Release
                of Mortgage Files

            	
              68

            
	
              Section
                3.17

            	
              Title,
                Conservation and Disposition of REO Property

            	
              69

            
	
              Section
                3.18

            	
              Notification
                of Adjustments

            	
              71

            
	
              Section
                3.19

            	
              Access
                to Certain Documentation and Information Regarding the Mortgage
                Loans

            	
              71

            
	
              Section
                3.20

            	
              Documents,
                Records and Funds in Possession of the Servicer to Be Held for the
                Trustee

            	
              72

            
	
              Section
                3.21

            	
              Servicing
                Compensation

            	
              72

            
	
              Section
                3.22

            	
              Report
                on Assessment of Compliance with Applicable Servicing
                Criteria.

            	
              73

            
	
              Section
                3.23

            	
              Report
                on Attestation of Compliance with Applicable Servicing
                Criteria.

            	
              738

            
	
              Section
                3.24

            	
              Annual
                Officer’s Certificate.

            	
              748

            
	
              Section
                3.25

            	
              Master
                Servicer to Act as Servicer

            	
              759

            
	
              Section
                3.26

            	
              Compensating
                Interest

            	
              80

            
	
              Section
                3.27

            	
              Credit
                Reporting; Gramm-Leach-Bliley Act

            	
              76

            
	
              Section
                3.28

            	
              Maintenance
                of the Bulk PMI Policy.

            	
              80

            
	
              Section
                3.29

            	
              Notification
                to Parties.

            	
              76

            
	
              Section
                3.30

            	
              Obligations
                of the Custodian; Indemnification.

            	
              76

            
	 	 	 
	
               

              ARTICLE
                IV

               

            	 
	
               

              DISTRIBUTIONS
                AND 

              ADVANCES
                BY THE SERVICER

               

            	 
	 	 
	
              Section
                4.01

            	
              Advances

            	
              77

            
	
              Section
                4.02

            	
              Priorities
                of Distribution

            	
              79

            
	
              Section
                4.03

            	
              Monthly
                Statements to Certificateholders

            	
              88

            
	
              Section
                4.04

            	
              Certain
                Matters Relating to the Determination of LIBOR

            	
              87

            
	
              Section
                4.05

            	
              Allocation
                of Applied Realized Loss Amounts

            	
              87

            
	
              Section
                4.06

            	
              Supplemental
                Interest Trust.

            	
              92

            
	
              Section
                4.07

            	
              Rights
                of the Swap Counterparty.

            	
              88

            
	
              Section
                4.08

            	
              Termination
                Receipts.

            	
              89

            
	
               

              ARTICLE
                V

               

            	 
	
               

              THE
                CERTIFICATES

               

            	 
	
              Section
                5.01

            	
              The
                Certificates

            	
              89

            
	
              Section
                5.02

            	
              Certificate
                Register; Registration of Transfer and Exchange of
                Certificates

            	
              95

            
	
              Section
                5.03

            	
              Mutilated,
                Destroyed, Lost or Stolen Certificates

            	
              96

            
	
              Section
                5.04

            	
              Persons
                Deemed Owners

            	
              97

            
	
              Section
                5.05

            	
              Access
                to List of Certificateholders’ Names and Addresses

            	
              97

            
	
              Section
                5.06

            	
              Maintenance
                of Office or Agency

            	
              97

            


    

     

     

    
      
        
        

      

      
        -ii-

        
          

        

      

      
        
        

      

    

     

     

    
      	
               

              ARTICLE
                VI

               

            	 
	
               

              THE
                DEPOSITOR AND THE SERVICER

               

            	 
	
              Section
                6.01

            	
              Respective
                Liabilities of the Depositor and the Servicer

            	
              97

            
	
              Section
                6.02

            	
              Merger
                or Consolidation of the Depositor or the Servicer

            	
              97

            
	
              Section
                6.03

            	
              Limitation
                on Liability of the Depositor, the Servicer and Others.

            	
              98

            
	
              Section
                6.04

            	
              Limitation
                on Resignation of the Servicer.

            	
              99

            
	
              Section
                6.05

            	
              Additional
                Indemnification by the Servicer; Third Party Claims.

            	
              99

            
	
              Section
                6.06

            	
              Compliance
                with Regulation AB; Cooperation of Parties

            	
              100

            
	
               

              ARTICLE
                VII

               

            	 
	
               

              DEFAULT

               

            	 
	
              Section
                7.01

            	
              Events
                of Default

            	
              100

            
	
              Section
                7.02

            	
              Master
                Servicer to Act; Appointment of Successor

            	
              103

            
	
              Section
                7.03

            	
              Notification
                to Certificateholders

            	
              104

            
	
               

              ARTICLE
                VIII

               

            	 
	
               

              CONCERNING
                THE TRUSTEE

               

            	 
	
              Section
                8.01

            	
              Duties
                of the Trustee

            	
              105

            
	
              Section
                8.02

            	
              Certain
                Matters Affecting the Trustee

            	
              105

            
	
              Section
                8.03

            	
              Trustee
                Not Liable for Certificates or Mortgage Loans

            	
              107

            
	
              Section
                8.04

            	
              Trustee
                May Own Certificates

            	
              107

            
	
              Section
                8.05

            	
              Trustee’s
                Fees Indemnification and Expenses

            	
              107

            
	
              Section
                8.06

            	
              Eligibility
                Requirements for the Trustee

            	
              108

            
	
              Section
                8.07

            	
              Resignation
                and Removal of the Trustee

            	
              109

            
	
              Section
                8.08

            	
              Successor
                Trustee

            	
              109

            
	
              Section
                8.09

            	
              Merger
                or Consolidation of the Trustee

            	
              110

            
	
              Section
                8.10

            	
              Appointment
                of Co-Trustee or Separate Trustee

            	
              110

            
	
              Section
                8.11

            	
              Tax
                Matters

            	
              111

            
	
              Section
                8.12

            	
              Commission
                Reporting

            	
              115

            
	
              Section
                8.13

            	
              Tax
                Classification of the Excess Reserve Fund Account and the Supplemental
                Interest Trust

            	
              120

            
	
               

              ARTICLE
                IX

               

            	 
	
               

              ADMINISTRATION
                OF THE MORTGAGE LOANS

              BY
                THE MASTER SERVICER

               

            	 
	 	 
	
              Section
                9.01

            	
              Duties
                of the Master Servicer; Enforcement of Servicer
                Obligations.

            	
              121

            
	
              Section
                9.02

            	
              Assessment,
                Attestation Annual Statement as to Compliance of the Master
                Servicer

            	
              122

            


    

     

     

    
      
        
        

      

      
        -iii-

        
          

        

      

      
        
        

      

    

     

     

    
      	
              Section
                9.03

            	
              [Reserved]

            	
              122

            
	
              Section
                9.04

            	
              Maintenance
                of Fidelity Bond and Errors and Omissions Insurance.

            	
              122

            
	
              Section
                9.05

            	
              Representations
                and Warranties of the Master Servicer

            	
              122

            
	
              Section
                9.06

            	
              Master
                Servicer Events of Default

            	
              124

            
	
              Section
                9.07

            	
              Waiver
                of Default.

            	
              125

            
	
              Section
                9.08

            	
              Successor
                to the Master Servicer.

            	
              126

            
	
              Section
                9.09

            	
              Compensation
                of the Master Servicer.

            	
              127

            
	
              Section
                9.10

            	
              Merger
                or Consolidation.

            	
              127

            
	
              Section
                9.11

            	
              Resignation
                of the Master Servicer.

            	
              127

            
	
              Section
                9.12

            	
              Assignment
                or Delegation of Duties by the Master Servicer.

            	
              127

            
	
              Section
                9.13

            	
              Limitation
                on Liability of the Master Servicer.

            	
              128

            
	
              Section
                9.14

            	
              Indemnification;
                Third Party Claims.

            	
              1283

            
	
               

              ARTICLE
                X

               

            	 
	
               

              CONCERNING
                THE SECURITIES ADMINISTRATOR

               

            	 
	
              Section
                10.01

            	
              Duties
                of Securities Administrator.

            	
              134

            
	
              Section
                10.02

            	
              Certain
                Matters Affecting the Securities Administrator.

            	
              130

            
	
              Section
                10.03

            	
              Securities
                Administrator Not Liable for Certificates or Mortgage
                Loans.

            	
              132

            
	
              Section
                10.04

            	
              Securities
                Administrator May Own Certificates.

            	
              132

            
	
              Section
                10.05

            	
              Securities
                Administrator’s Fees and Expenses.

            	
              133

            
	
              Section
                10.06

            	
              Eligibility
                Requirements for Securities Administrator.

            	
              133

            
	
              Section
                10.07

            	
              Resignation
                and Removal of Securities Administrator.

            	
              134

            
	
              Section
                10.08

            	
              Successor
                Securities Administrator.

            	
              135

            
	
              Section
                10.09

            	
              Merger
                or Consolidation of Securities Administrator.

            	
              135

            
	
              Section
                10.10

            	
              Assignment
                or Delegation of Duties by the Securities Administrator.

            	
              136

            
	
              Section
                10.11

            	
              Attestation,
                Annual Statement of Compliance of the Securities
                Administrator

            	
              136

            
	
               

              ARTICLE
                XI

               

            	 
	
               

              TERMINATION

               

            	 
	
              Section
                11.01

            	
              Termination
                upon Liquidation or Purchase of the Mortgage Loans

            	
              136

            
	
              Section
                11.02

            	
              Final
                Distribution on the Certificates

            	
              137

            
	
              Section
                11.03

            	
              Additional
                Termination Requirements

            	
              143

            
	
               

              ARTICLE
                XII

               

            	 
	
               

              MISCELLANEOUS
                PROVISIONS

               

            	 
	
              Section
                12.01

            	
              Amendment

            	
              139

            
	
              Section
                12.02

            	
              Recordation
                of Agreement; Counterparts

            	
              141

            
	
              Section
                12.03

            	
              Governing
                Law

            	
              141

            
	
              Section
                12.04

            	
              Intention
                of Parties

            	
              141

            


    

     

     

    
      
        
        

      

      
        -iv-

        
          

        

      

      
        
        

      

    

     

     

    
      	
              Section
                12.05

            	
              Notices

            	
              142

            
	
              Section
                12.06

            	
              Severability
                of Provisions

            	
              143

            
	
              Section
                12.07

            	
              Assignment

            	
              144

            
	
              Section
                12.08

            	
              Limitation
                on Rights of Certificateholders

            	
              144

            
	
              Section
                12.09

            	
              Inspection
                and Audit Rights

            	
              144

            
	
              Section
                12.10

            	
              Certificates
                Nonassessable and Fully Paid

            	
              145

            
	
              Section
                12.11

            	
              Rule of
                Construction

            	
              145

            
	
              Section
                12.12

            	
              Waiver
                of Jury Trial

            	
              145

            


    


    
      
        
        

      

      
        -v-

        
          

        

      

      
        
        

      

    


     

    SCHEDULES

    
      	
              Schedule I

            	
              Mortgage
                Loan Schedule

            
	
              Schedule II

            	
              Representations
                and Warranties of
                [             ]

            
	
              Schedule III

            	
              Representations
                and Warranties of the Mortgage Loan Seller as to Corporate
                Matters

            
	
              Schedule IV

            	
              Representations
                and Warranties of the Mortgage Loan Seller with respect to the Individual
                Mortgage Loans

            
	
              EXHIBITS

            	 
	
              Exhibit A

            	
              Form
                of Certificates

            
	
              Exhibit B

            	
              Form
                of Certificates

            
	
              Exhibit C

            	
              Form
                of Certificates

            
	
              Exhibit D

            	
              Form
                of Certificates

            
	
              Exhibit E

            	
              Form
                of Initial Certification of Custodian

            
	
              Exhibit F

            	
              Form
                of Document Certification and Exception Report of
                Custodian

            
	
              Exhibit G

            	
              Form
                of Residual Transfer Affidavit

            
	
              Exhibit H

            	
              Form
                of Transferor Certificate

            
	
              Exhibit I

            	
              Form
                of Rule 144A Letter

            
	
              Exhibit J

            	
              Form
                of Request for Release

            
	
              Exhibit K

            	
              Form
                of Contents for Each Mortgage File

            
	
              Exhibit L

            	
              Form
                of Sarbanes-Oxley Certification to be Provided by Master Servicer
                (or
                other Certification Party) with Form 10-K

            
	
              Exhibit M

            	
              Form
                of Servicer (or Servicing Function Participant) Back-Up
                Certification

            
	
              Exhibit
                N-1

            	
              Form
                of Monthly Remittance Advice

            
	
              Exhibit
                N-2

            	
              Standard
                Layout for Monthly Defaulted Loan Report

            
	
              Exhibit
                N-3

            	
              Form
                332 Realized Loss Report

            
	
              Exhibit
                O

            	
              Form
                of Swap Agreement

            


    


    
      
        
        

      

      
        -vi-

        
          

        

      

      
        
        

      

    


     

    

      
        	
                Exhibit
                  P 

              	
                [Reserved]

              
	
                Exhibit
                  Q

              	
                Master
                  Mortgage Loan Purchase and Servicing Agreement

              
	
                Exhibit
                  R

              	
                [Reserved]

              
	
                Exhibit
                  S

              	
                Form
                  of Certification Regarding Servicing Criteria to be Addressed in
                  Report by
                  each Servicing Function Participant providing an Assessment of
                  Compliance

              
	
                Exhibit
                  T

              	
                [Reserved]

              
	
                Exhibit
                  U

              	
                Form
                  of Annual Compliance Certificate

              
	
                Exhibit
                  V

              	
                Additional
                  Form 10-D Disclosure

              
	
                Exhibit
                  W

              	
                Additional
                  Form 10-K Disclosure

              
	
                Exhibit
                  X

              	
                Form
                  8-K Disclosure Information

              


      

    

    


     

     

    



    
      
        
        

      

      
        -vii-

        
          

        

      

      
        
        

      

    



    [The
      provisions of the Pooling and Servicing Agreement for each series will be
      modified as applicable.]

    


    THIS
      POOLING AND SERVICING AGREEMENT, dated as of [   ], among
      STRUCTURED ASSET SECURITIES CORPORATION, as depositor (the “Depositor),
      [   ], a [   ], as servicer (the “Servicer”),
      [   ], as mortgage loan seller (the “Mortgage
      Loan Seller”),
      [   ], a [   ], as master servicer (in such
      capacity, the “Master
      Servicer”)
      as
      securities administrator (in such capacity, the “Securities
      Administrator”)
      and as
      custodian (in such capacity, “the Custodian”),
      and
      [   ], a [   ], as trustee (the “Trustee”).

     

    WITNESSETH:

     

    In
      consideration of the mutual agreements herein contained, the parties hereto
      agree as follows:

     

    PRELIMINARY
      STATEMENT

     

    The
      Securities Administrator on behalf of the Trust shall elect that [two]
      segregated asset pools within the Trust Fund be treated for federal income
      tax
      purposes as comprising [two] REMICs (each, a “REMIC”
or,
      in
      the alternative, the [Lower Tier] REMIC and the [Upper Tier] REMIC,
      respectively). Each Class of Certificates (other than the Class [P]
      and Class [R] Certificates), other than the right of each Class of
      LIBOR Certificates to receive Basis Risk Carryover Amounts and the right of
      the
      Class [X] Certificates to receive payments from [the Cap Agreements],
      represents ownership of a regular interest in the [Upper Tier] REMIC for
      purposes of the REMIC Provisions. The Class [R] Certificate represents
      ownership of the sole Class of residual interest in each of the [Lower Tier]
      REMIC and the [Upper Tier] REMIC for purposes of the REMIC Provisions. The
      Startup Day for each REMIC described herein is the Closing Date. The latest
      possible maturity date for each Certificate is the latest date referenced in
      Section 2.05. The [Upper Tier] REMIC shall hold as assets the several
      Classes of uncertificated [Lower Tier] REMIC Regular Interests, set out below.
      Each such [Lower Tier] REMIC Regular Interest is hereby designated as a regular
      interest in the [Lower Tier] REMIC. The Class [P] Certificates represent
      beneficial ownership of the Prepayment Charges, each Class of LIBOR
      Certificates [and the Class [   ] Certificates] represents
      beneficial ownership of a regular interest in the [Upper Tier] REMIC, and the
      right to receive Basis Risk Carryover Amounts in the case of the LIBOR
      Certificates, and the Class [X] Certificates represent beneficial ownership
      of a
      regular interest in the [Upper Tier] REMIC, [the Excess Reserve Fund Account]
      and [the Cap Agreements].


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    


     

    [Lower
      Tier] REMIC

     

    
      	
               

              [Lower
                Tier] 
REMIC 

              Class Designation

            	
               

              [Lower
                Tier] 
REMIC Interest Rate

            	
               

              Initial
                [Lower Tier] 

              REMIC
                Principal Amount

            	
               

              Corresponding
                
[Upper Tier] 
REMIC Regular Interest

            
	
              Class [   ]

            	
              (1)

            	
              [   ]

            	
              [   ]

            
	
              Class [   ]

            	
              (1)

            	
              [   ]

            	
              [   ]

            
	
              Class [   ]-
                [Group I]

            	
              (2)

            	
              [   ]

            	
              N/A

            
	
              Class [   ]-[Group II]

            	
              (3)

            	
              [   ]

            	
              N/A

            
	
              Class [   ]-[R]

            	
              (4)

            	
              (4)

            	
              N/A

            


    

     

    ______________________________

    
       

      
        	
                (1)

              	
                The
                  interest rate with respect to any Distribution Date for these interests
                  is
                  a per annum variable rate equal to the [Lower-Tier] REMIC WAC
                  Cap.

              


      

       

      
        	
                (2)

              	
                The
                  interest rate with respect to any Distribution Date for the
                  Class [   ]-[Group I] Interest is a per annum
                  variable rate (expressed as a percentage rounded to eight decimal
                  places)
                  equal to the [Group I] Available Funds
                  Cap.

              


      

       

      
        	
                (3)

              	
                The
                  interest rate with respect to any Distribution Date for the
                  Class [   ]-[Group II] Interest is a per annum
                  variable rate (expressed as a percentage rounded to eight decimal
                  places)
                  equal to the [Group II] Available Funds
                  Cap.

              


      

       

      
        	
                (4)

              	
                The
                  Class [   ]-[R] Interest is the sole Class of residual
                  interest in the [Lower Tier] REMIC and it does not have a principal
                  amount
                  or an interest rate.

              


      

    

     

    The
      [Lower Tier] REMIC shall hold as assets all of the assets included in the Trust
      Fund other than Prepayment Charges, [the Cap Agreements], [the Excess Reserve
      Fund Account], [the Pre-Funding Account], [the Capitalized Interest Account],
      and [the Lower Tier REMIC Regular Interests].

     

    The
      Class LT-[   ], Class LT-[   ] and
      Class LT-[   ] Interests are hereby designated the [LT
      Accretion Directed Classes] (the “[LT
      Accretion Directed Classes]”).
      On
      each Distribution Date, [   ]% of the increase in the
      Overcollateralization Amount will be payable as a reduction of the [Lower-Tier]
      REMIC Principal Amount of the [LT Accretion Directed Classes] (each such
      Class will be reduced by an amount equal to [   ]% of any
      increase in the Overcollateralization Amount that is attributable to a reduction
      in the Class Certificate Balance of its Corresponding Class) and will be
      accrued and added to the [Lower-Tier] REMIC Principal Amount of the
      [Class LT-Accrual Interest]. On each Distribution Date, the increase in the
      [Lower-Tier] REMIC Principal Amount of the [Class LT-Accrual Interest] may
      not exceed interest accruals for such Distribution Date for the
      [Class LT-Accrual Interest]. All payments of scheduled principal and
      prepayments of principal generated by the Mortgage Loans and all Subsequent
      Recoveries allocable to principal shall be allocated
      (i) [   ]% to the [Class LT-Accrual Interest],
      (ii) [   ]% to the [LT Accretion Directed Classes]
      (such principal payments and Subsequent Recoveries shall be allocated among
      such
      [LT Accretion Directed Classes] in an amount equal to [   ]%
      of the principal amounts allocated to their respective Corresponding Classes),
      until paid in full and (iii) [   ]% to 


    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    


     

    Class LT-[Group I(SUB)
      Interest], Class LT-[Group I Interest],
      Class LT-[Group II(SUB) Interest], Class LT-[Group II
      Interest] and Class LT-[XX Interest] (and further allocated among these
      [Lower-Tier] REMIC Regular Interests in the manner described in the next
      sentence). As among the Class LT-[Group I(SUB) Interest],
      Class LT-[Group I Interest], Class LT-[Group II(SUB)
      Interest], Class LT-[Group II Interest] and Class LT-[XX
      Interest], all payments of scheduled principal and prepayments of principal
      generated by the Mortgage Loans and Subsequent Recoveries referred to in
      clause (iii) of the previous sentence shall be allocated
      (i) first, to the Class LT-[Group I(SUB) Interest], and
      Class LT-[Group II(SUB) Interest], each from the related Loan Group,
      so that their respective [Lower-Tier] REMIC Principal Amount (computed to at
      least eight decimal places) is equal to [   ]% of the related
      Group Subordinate Amount (except that if any such amount is a larger number
      than in the preceding distribution period, the least amount of principal shall
      be distributed to the Class LT-[Group I(SUB) Interest] and
      Class LT-[Group II(SUB) Interest], as applicable, such that the [Lower
      Tier] REMIC Subordinate Balance Ratio is maintained); (ii) second, to the
      Class LT-[Group I Interest] and the Class LT-[Group II
      Interest] [   ]% of the principal collected in respect of the
      related Loan Group; and (iii) third, any remaining amounts of principal
      shall be distributed to the Class LT-[XX Interest]. Notwithstanding the
      above, principal payments allocated to the Class [X] Interest that result
      in the reduction in the Overcollateralization Amount shall be allocated
      (i) [   ]% to the Class [LT-Accrual Interest] (until
      paid in full) and (ii) [   ]% to the
      Class LT-[Group I(SUB) Interest], the
      Class LT-[Group II(SUB) Interest], the Class LT-[Group I
      Interest], the Class LT-[Group II Interest] and the Class LT-[XX
      Interest] (and allocated among these [Lower-Tier] REMIC Regular Interests in
      a
      manner similar to that described in the immediately preceding sentence).


     

    Reductions
      to [Lower-Tier] REMIC Principal Amounts as a result of Realized Losses and
      increases in [Lower-Tier] REMIC Principal Amounts as a result of Subsequent
      Recoveries shall be applied so that after all distributions have been made
      on
      each Distribution Date (i) the [Lower Tier] REMIC Principal Amount of each
      [LT Accretion Directed Class] is equal to [   ]% of the
      Class Certificate Balance of its Corresponding Class, (ii) the
      [Class LT-Accrual Interest] is equal to [   ]% of the
      aggregate Stated Principal Balance of the Mortgage Loans plus
      [   ]% of the Overcollateralization Amount, (iii) the
      Class LT-[Group I(SUB) Interest] is equal to [   ]% of
      the Group Subordinate Amount of the [Group I] Mortgage Loans,
      (iv) the Class LT-[Group II(SUB) Interest] is equal to
      [   ]% of the Group  Overcollateralization Amount of the
      [Group II] Mortgage Loans, (v) the Class LT-[Group I
      Interest] is equal to [   ]% of the aggregate Stated Principal
      Balance of the [Group I] Mortgage Loans, (vi) the
      Class LT-[Group II Interest] is equal to [   ]% of the
      aggregate Stated Principal Balance of the [Group II] Mortgage Loans and
      (vii) the remainder shall be applied to the Class LT-[XX Interest].


     

    The
      [Upper Tier] REMIC shall issue the following Classes of [Upper Tier] REMIC
      Regular Interests and each such interest, other than the [Class UT-R
      Interest], is hereby designated as a regular interest in the [Upper Tier]
      REMIC.


    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    


     

    


     

    [Upper
      Tier] REMIC

     

    
      	
               

              [Upper
                Tier] REMIC 

               

              Class Designation

            	
               

              [Upper
                Tier] REMIC Interest Rate and Corresponding Class Interest
                Rate

            	
               

              Initial
                [Upper Tier] REMIC Principal Amount and Corresponding
                Class Certificate Balance

            	
               

              Corresponding

               

              Class of
                Certificates

            
	
              [   
                 ]

            	
              (1)

            	
              $[   
                 ]

            	
              [  
                  ]

            
	
              [  
                  ]

            	
              (2)

            	
              $[    
                ]

            	
              [   
                 ]

            
	
              [  
                  ]

            	
              (3)

            	
              $[    
                ]

            	
              [   
                 ]

            
	
              [  
                  ]

            	
              (4)

            	
              $[    
                ]

            	
              [   
                 ]

            
	
              [   
                 ]

            	
              (5)

            	
              $[   
                 ]

            	
              [  
                  ]

            
	
              [   
                 ]

            	
              (6)

            	
              $[   
                 ]

            	
              [  
                  ]

            
	
              [   
                 ]

            	
              (7)

            	
              $[   
                 ]

            	
              [  
                  ]

            
	
              [   
                 ]

            	
              (8)

            	
              $    
                0

            	
              [  
                  ]

            
	
              Class [UT-R]

            	
              (9)

            	
              $    
                0

            	
              Class [R]

            


    

     

    
       

      
        	
                (1)

              	
                The
                  Class [   ] Interest will bear interest during each
                  Interest Accrual Period at a per annum rate equal to (a) on or prior
                  to the Optional Termination Date, the lesser of (i) LIBOR plus the
                  applicable Pass-Through Margin and (ii) the [Group I] Available
                  Funds Cap or (b) after the Optional Termination Date, the lesser of
                  (i) LIBOR plus the applicable Pass-Through Margin and (ii) the
                  [Group I] Available Funds Cap.

              


      

       

      
        	
                (2

              	
                The
                  Class [   ] Interest will bear interest during each
                  Interest Accrual Period at a per annum rate equal to (a) on or prior
                  to the Optional Termination Date, the lesser of (i) LIBOR plus the
                  applicable Pass-Through Margin and (ii) the [Group II] Available
                  Funds Cap or (b) after the Optional Termination Date, the lesser of
                  (i) LIBOR plus the applicable Pass-Through Margin and (ii) the
                  [Group II] Available Funds
                  Cap.

              


      

       

      
        	
                (3)

              	
                The
                  Class [   ] Interest will bear interest during each
                  Interest Accrual Period at a per annum rate equal to (a) on or prior
                  to the Optional Termination Date, the lesser of (i) LIBOR plus the
                  applicable Pass-Through Margin and (ii) the [Group II] Available
                  Funds Cap or (b) after the Optional Termination Date, the lesser of
                  (i) LIBOR plus the applicable Pass-Through Margin and (ii) the
                  [Group II] Available Funds
                  Cap.

              


      

       

      
        	
                (4)

              	
                The
                  Class [   ] Interest will bear interest during each
                  Interest Accrual Period at a per annum rate equal to (a) on or prior
                  to the Optional Termination Date, the lesser of (i) LIBOR plus the
                  applicable Pass-Through Margin and (ii) the [Group II] Available
                  Funds Cap or (b) after the Optional Termination Date, the lesser of
                  (i) LIBOR plus the applicable Pass-Through Margin and (ii) the
                  [Group II] Available Funds
                  Cap.

              


      

       

      
        	
                (5)

              	
                The
                  Class [   ] Interest will bear interest during each
                  Interest Accrual Period at a per annum rate equal to (a) on or prior
                  to the Optional Termination Date, the lesser of (i) LIBOR plus the
                  applicable Pass-Through Margin and (ii) the [Group II] Available
                  Funds Cap or (b) after the Optional Termination Date, the lesser of
                  (i) LIBOR plus the applicable Pass-Through Margin and (ii) the
                  [Group II] Available Funds
                  Cap.

              


      

       

      
        	
                (6)

              	
                The
                  Class [   ] and Class [   ]
                  Interests will bear interest during each Interest Accrual Period
                  at a per
                  annum rate equal to (a) on or prior to the Optional Termination Date,
                  the lesser of (i) LIBOR plus the applicable Pass-Through Margin and
                  (ii) the Available Funds Cap or (b) after the Optional
                  Termination Date, the lesser of (i) LIBOR plus the applicable
                  Pass-Through Margin and (ii) the Available Funds
                  Cap.

              


      

       

      
        	
                (7)

              	
                The
                  Class [   ] Interest will bear interest during each
                  Interest Accrual Period at a per annum rate equal to (a) on or
                  prior to
                  the Optional Termination Date, the lesser of (i) [   ]% and
                  (ii) the Available Funds Cap or (b) after the Optional Termination
                  Date,
                  the lesser of (i) [   ]% and (ii) the Available Funds Cap.
                  

              


      


      
        
          
          

        

        
          -4-

          
            

          

        

        
          
          

        

      

       

      


       

      
        	
                (8)

              	
                The
                  Class [X] Interest has an initial principal balance of
                  $[   ]. The Class [X] Interest will not accrue
                  interest on its principal balance from time to time, but will accrue
                  interest on a notional principal balance. As of any Distribution
                  Date, the
                  Class [X] Interest shall have a notional principal balance equal to
                  the aggregate of the principal balances of the [Lower Tier] REMIC
                  Regular
                  Interests as of the first day of the related Interest Accrual Period.
                  With
                  respect to any Interest Accrual Period, the Class [X] Interest shall
                  bear interest at a rate equal to the excess, if any, of the [Lower-Tier]
                  REMIC WAC Cap over the product of (i) [   ] and
                  (ii) the weighted average [Lower Tier] REMIC Interest Rate of the
                  [Lower Tier] REMIC Regular Interests (other
                  than [Class LT-Group I(SUB)], [Class LT-Group I],
                  [Class LT-Group II(SUB)], [Class LT-Group II] and
                  [Class LT-XX Interests)],
                  where the [Lower Tier] REMIC Interest Rate on the [Class LT-Accrual
                  Interest] is subject to a cap equal to zero and each [LT Accretion
                  Directed Class] is subject to a cap equal to the Interest Rate on its
                  Corresponding Class (adjusted to reflect an actual/360 day count
                  convention in the case of Class [   ]). With respect to any
                  Distribution Date, interest that so accrues on the notional principal
                  balance of the Class [X] Interest shall be deferred in an amount
                  equal to any increase in the Overcollateralization Amount on such
                  Distribution Date. Such deferred interest shall not itself bear
                  interest.
                  The Class [X] Certificates will represent beneficial ownership of the
                  Class [X] Interest, [the Cap Agreements], and amounts in [the Excess
                  Reserve Fund Account], subject to the obligation to make payments
                  from the
                  [Excess Reserve Fund Account] in respect of Basis Risk Carryover
                  Amounts.
                  For federal income tax purposes, the Securities Administrator will
                  treat a
                  Class [X] Certificateholder’s obligation to make payments from the
                  [Excess Reserve Fund Account] as payments made pursuant to an interest
                  rate cap contract written by the Class [X] Certificateholders in
                  favor of each Class of LIBOR Certificates.


              


      

       

      
        	
                (9)

              	
                The
                  Class [UT-R] Interest is the sole Class of residual interest in the
                  [Upper Tier] REMIC. The Class [UT-R] Interest does not have an
                  interest rate.

              


      

       

      
        	
                (10)

              	
                Each
                  of these Certificates will represent not only the ownership of
                  the
                  Corresponding Class of [Upper Tier] REMIC Regular Interest but also
                  the right to receive payments from the [Excess Reserve Fund Account]
                  in
                  respect of any Basis Risk Carryover Amounts. For federal income
                  tax
                  purposes, the Securities Administrator will treat a Certificateholder’s
                  right to receive payments from the [Excess Reserve Fund Account]
                  as
                  payments made pursuant to an interest rate cap contract written
                  by the
                  Class [X]
                  Certificateholders.

              


      

    

     

    The
      minimum denomination for each Class of Certificates, other than the
      Class [P], Class [R] and the Class [X] Certificates, will be
      $[   ] with integral multiples of $1 in excess thereof except
      that one Certificate in each Class may be issued in a different amount. The
      minimum denomination for each of the Class [P] and Class [X]
      Certificates will be a [   ]% Percentage Interest in such Class,
      and the minimum denomination for the Class [R] Certificates shall be
      [   ]% Percentage Interest in such Class.

     

    Set
      forth
      below are designations of Classes of Certificates to the categories used
      herein:

    
 

    
      	 	 	 
	
              Book-Entry
                Certificates

            	 	
              All
                Classes of Certificates other than the Physical
                Certificates.

            
	 	 	 
	
              Class [A]
                Certificates

            	 	
              Class [   ]
                and Class [   ] Certificates.

            
	 	 	 
	
              Class [M]
                Certificates

            	 	
              Class [M]
                Certificates.

            
	 	 	 
	
              Delay
                Certificates

            	 	
              Class
                [   ] Certificates.

            
	 	 	 
	
              ERISA-Restricted
                Certificates

            	 	
              Class
                [  ], Class [P], Class [X] and Class [R] Certificates; any
                Certificate with a rating which falls below the lowest applicable
                permitted rating under the Underwriters’ Exemption.

            
	 	 	 
	
              [ERISA-Restricted
                Swap Certificates

            	 	
              Any
                Class [  ] or Class [  ] Certificate prior to the
                termination of the Swap Agreement.]

            


    

    



    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    


    


    
      	 	 	 
	
              LIBOR
                Certificates

            	 	
              Collectively,
                Class [A] and Class [M] Certificates.

            
	 	 	 
	
              Non-Delay
                Certificates

            	 	
              Class [   ],
                Class [   ] and Class [X]
                Certificates.

            
	 	 	 
	
              Offered
                Certificates

            	 	
              All
                Classes of Certificates other than the Private
                Certificates.

            
	 	 	 
	
              Physical
                Certificates

            	 	
              Class [P],
                Class [X] and Class [R] Certificates.

            
	 	 	 
	
              Private
                Certificates

            	 	
              Class [P],
                Class [X] and Class [R] Certificates.

            
	 	 	 
	
              Rating
                Agencies

            	 	
              [Fitch,
                Moody’s and Standard & Poor’s.]

            
	 	 	 
	
              Regular
                Certificates

            	 	
              All
                Classes of Certificates other than the Class [R]
                Certificates.

            
	 	 	 
	
              Residual
                Certificates

            	 	
              Class [R]
                Certificates.

            


    


    ARTICLE
      I

     

    DEFINITIONS

     

    Whenever
      used in this Agreement, the following words and phrases, unless the context
      otherwise requires, shall have the following meanings:

     

    10-K
      Filing Deadline:
      As
      defined in Section 8.12(a)(ii).

     

    Accepted
      Servicing Practices:
      With
      respect to any Mortgage Loan and the Servicer, the servicing and administration
      of such Mortgage Loan (i) in the same manner in which, and with the same
      care, skill, prudence and diligence with which the Servicer generally services
      and administers similar mortgage loans with similar mortgagors (A) for
      other third parties, giving due consideration to customary and usual standards
      of practice of prudent institutional residential mortgage lenders servicing
      their own mortgage loans or (B) held in the Servicer’s own portfolio,
      whichever standard is higher, and (ii) in accordance with applicable local,
      state and federal laws, rules and regulations.

     

    Account:
      Any of
      the Collection Account, the Distribution Account, any Escrow Account, [the
      Excess Reserve Fund Account], [and with respect to the Supplemental Interest
      Trust, the Supplemental Interest Trust Account]. Each Account shall be an
      Eligible Account.

    


     

    Additional
      Balance:
      With
      respect to the Mortgage Loans and any date of determination, the aggregate
      amount of all Draws conveyed to the Issuer with respect to such Mortgage Pool
      pursuant to Section 2.01 of this Agreement.

     

    Additional
      Balance Contributed Amount:
      The
      [_________] Additional Balance Contributed Amount and the [_________] Additional
      Balance Contributed Amount, as applicable. 

     


    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    


    


     

    Additional
      Form 10-D Disclosure:
      As
      defined in Section 8.12(a)(i). 

     

     

    Additional
      Form 10-K Disclosure:
      As
      defined in Section 8.12(a)(ii). 

     

    Additional
      Servicer:
      Any
      affiliate of the Servicer that Services any of the Mortgage Loans and each
      Person who is not an affiliate of the Servicer, who Services 10% or more of
      the
      Mortgage Loans. For clarification purposes, for purposes of this Agreement,
      the
      Master Servicer and the Securities Administrator are Additional Servicers.
      

     

    [Additional
      Termination Event:
      As
      defined in the Swap Agreement.]

     

    Adjustable
      Rate Mortgage Loan:
      A
      Mortgage Loan which provides for the adjustment of the Mortgage Rate payable
      in
      respect thereto.

     

    Adjusted
      Lower TIER WAC:
      For
      any
      Distribution Date (and the related Accrual Period), an amount equal to (i)
      [   ], multiplied by (ii) the weighted average of the interest
      rates for such Distribution Date for the Class [   ] Interests,
      weighted in proportion to their Class Principal Amounts as of the beginning
      of
      the related Accrual Period and computed by subjecting the rate on the Class
      [   ] and [   ] Interest to a cap of
      [   ]%, and by subjecting the rate on each of the Class
      [   ], and [   ] Interests to a cap that
      corresponds to the Interest Rate (determined by substituting the [REMIC 2 Net
      Funds Cap] for the applicable Available Funds Cap) for the Corresponding Class
      of Certificates; provided,
      however,
      that
      for each Class of [   ] Certificates, the Certificate Interest
      Rate shall be multiplied by an amount equal to (a) the actual number of days
      in
      the Interest Accrual Period, divided by (b) [   ].

     

    Adjustment
      Date:
      As to
      any Adjustable Rate Mortgage Loan, the first Due Date on which the related
      Mortgage Rate adjusts as set forth in the related Credit Line Agreement and
      each
      Due Date thereafter on which the Mortgage Rate adjusts as set forth in the
      related Credit Line Agreement.

     

    Advance:
      Any
      P&I Advance or Servicing Advance.

     

    [Affected
      Party:
      As
      defined in the Swap Agreement.]

     

    Affiliate:
      With
      respect to any Person, any other Person controlling, controlled by or under
      common control with such first Person. For the purposes of this definition,
      “control” 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.

     

    Agreement:
      This
      Pooling and Servicing Agreement and all amendments or supplements
      hereto.

     

    Amounts
      Held for Future Distribution:
      As to
      the Certificates on any Distribution Date, the aggregate amount held in the
      Collection Account at the close of business on the related Determination Date
      on
      account of (i) Principal Prepayments, Insurance Proceeds, Condemnation
      Proceeds, Liquidation Proceeds and Subsequent Recoveries on the Mortgage Loans
      received after the end of the related Prepayment Period and (ii) all
      Scheduled Payments on the Mortgage Loans due after the end of the related Due
      Period.


    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    


     

    


     

    Applied
      Realized Loss Amount:
      With
      respect to any Distribution Date, the amount, if any, by which the aggregate
      Class Certificate Balance of the LIBOR Certificates after distributions of
      principal on such Certificates on such Distribution Date exceeds the aggregate
      Stated Principal Balance of the Mortgage Loans for such Distribution
      Date.

     

    Appraised
      Value:
      The
      value set forth in an appraisal made in connection with the origination of
      the
      related Mortgage Loan as the value of the Mortgaged Property.

     

    Assignment
      of Mortgage:
      An
      assignment of the Mortgage, notice of transfer or equivalent instrument in
      recordable form (other than the assignee’s name and recording information not
      yet returned from the recording office), reflecting the sale of the Mortgage
      to
      the Trustee.

     

    Available
      Funds:
      With
      respect to any Distribution Date and the Mortgage Loans to the extent received
      by the Master Servicer (x) the sum of (i) all scheduled installments
      of interest (net of the related Expense Fees) and principal due on the Due
      Date
      on such Mortgage Loans in the related Due Period and received by the Servicer
      on
      or prior to the related Determination Date, together with any
      P&I Advances in respect thereof; (ii) all Condemnation Proceeds,
      Insurance Proceeds, Liquidation Proceeds and Subsequent Recoveries received
      by
      the Servicer during the related Prepayment Period (in each case, net of
      unreimbursed expenses incurred in connection with a liquidation or foreclosure
      and unreimbursed Advances, if any); (iii) all partial or full prepayments
      on the Mortgage Loans received by the Servicer during the related Prepayment
      Period together with all Compensating Interest paid by the Servicer in
      connection therewith (excluding any Prepayment Charges); (iv) all
      Substitution Adjustment Amounts with respect to the substitutions of Mortgage
      Loans that occur on or prior to the related Determination Date; (v) all
      amounts received with respect to such Distribution Date as the Repurchase Price
      in respect of a Mortgage Loan repurchased by the Mortgage Loan Seller or the
      Sponsor on or prior to the related Determination Date; and (vi) the
      proceeds with respect to the termination of the Trust Fund pursuant to
      clause (a) of Section 11.01; reduced by (y) amounts in
      reimbursement for Advances previously made with respect to the Mortgage Loans
      and other amounts as to which the Servicer, the Depositor, the Master Servicer,
      the Securities Administrator or the Trustee are entitled to be paid or
      reimbursed pursuant to this Agreement.

     

    Back-up
      Certification:
      As
      defined in Section 3.24.

     

    Basic
      Principal Payment Amount:
      With
      respect to any Distribution Date, the excess of (i) the Principal
      Remittance Amount for such Distribution Date over (ii) the Excess
      Overcollateralization Amount, if any, for such Distribution Date.

     

    Basis
      Risk Carryover Amount:
      With
      respect to each Class of LIBOR Certificates, as of any Distribution Date,
      the sum of (A) if on such Distribution Date the Interest Rate for any
      Class of LIBOR Certificates is based upon the [Group I] Available
      Funds Cap, the [Group II] Available Funds Cap or the [Class M] Available Funds
      Cap, as applicable, the excess of (i) the amount of interest such
      Class of Certificates would otherwise be entitled to receive on such
      Distribution Date had such rate been calculated (x) as the sum of LIBOR and
      the
      applicable Interest Margin on such Class of Certificates for such
      Distribution Date, over (ii) the amount of interest payable on such
      Class of Certificates at, with respect to the
      Class [   ] Certificates, the [Group I] Available Funds
      Cap, at, with respect to the Class [   ] Certificates, the
      [Group II] Available Funds Cap, and, at, with respect to the Class
      [   ] Certificates, the [Class M] Available Funds Cap, as
      applicable, for such Distribution Date and (B) the portion of any such
      excess described in clause (A) for such Class of Certificates
      from all previous Distribution Dates not previously paid, together with interest
      thereon at a rate equal the applicable Interest Rate for each such Class of
      Certificates for such Distribution Date.


    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    


     

    


     

    Basis
      Risk Payment:
      For any
      Distribution Date, an amount equal to the lesser of (i) the aggregate of
      the Basis Risk Carryover Amounts for such Distribution Date and (ii) the
      Class [X] Distributable Amount (prior to any reduction for Basis Risk
      Payments).

     

    Best’s:
      Best’s
      Key Rating Guide, as the same shall be amended from time to time.

     

    Book-Entry
      Certificates:
      As
      specified in the Preliminary Statement.

     

    Business
      Day:
      Any day
      other than (i) Saturday or Sunday, or (ii) a day on which banking and
      savings and loan institutions, in (a) the States of New York,
      [   ] (b) the State in which the Servicer’s servicing
      operations are located, or (c) any State in which the Corporate Trust
      Office is located, are authorized or obligated by law or executive order to
      be
      closed.

    [_________]
      Additional Balance Contributed Amount:
      As to
      any Payment Date and during the Managed Amortization Period, the difference,
      if
      any, between (a) the aggregate excess, if any, for all prior Payment Dates
      of
      (i) the aggregate principal amount of all Additional Balances in respect of
      the
      [_________] Mortgage Loans created during the Collection Period relating to
      each
      such Payment Date over (ii) Principal Collections in respect to the [_________]
      Mortgage Loans relating to such Payment Date, and (b) the aggregate [_________]
      Additional Balance Contributed Amounts paid to [_________] on all prior Payment
      Dates pursuant to Section 5.03(b)(iii) of this Agreement. During the Rapid
      Amortization Period, zero.

     

     

    Certificate:
      Any one
      of the Certificates executed by the Securities Administrator in substantially
      the forms attached hereto as exhibits.

     

    Certificate
      Balance:
      With
      respect to any Class of Certificates, other than the Class [X],
      Class [P] or Class [R] Certificates, at any date, the maximum dollar
      amount of principal to which the Holder thereof is then entitled hereunder,
      such
      amount being equal to the Denomination thereof minus all distributions of
      principal previously made with respect thereto and in the case of any Class
      [   ] Certificates, reduced by any Applied Realized Loss Amounts
      allocated to such Class of Certificates pursuant to Section 4.05;
provided,
      however,
      that
      immediately following the Distribution Date on which a Subsequent Recovery
      is
      distributed, the Class Certificate Balances of any Class or Classes of
      Certificates that have been previously reduced by Applied Realized Loss Amounts
      will be increased, in order of seniority, by the amount of any Subsequent
      Recovery distributed on such Distribution Date (up to the amount of Unpaid
      Realized Loss Amount for such Class or Classes for such Distribution Date).
      The Class [P] Certificates are issued with an initial Class [P] Principal
      Amount of $[   ]. The Class [X] and Class [R]
      Certificates have no Certificate Balance.


    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    


     

    


     

    Certificate
      Group:
      The
      [Group I Certificates] or the [Group II Certificates], as
      applicable.

     

    Certificate
      Owner:
      With
      respect to a Book-Entry Certificate, the Person who is the beneficial owner
      of
      such Book-Entry Certificate.

     

    Certificate
      Register:
      The
      register maintained pursuant to Section 5.02.

     

    Certificateholder
      or
Holder:
      The
      person in whose name a Certificate is registered in the Certificate Register,
      except that, solely for the purpose of giving any consent pursuant to this
      Agreement, any Certificate registered in the name of the Depositor or any
      Affiliate of the Depositor shall be deemed not to be Outstanding and the
      Percentage Interest evidenced thereby shall not be taken into account in
      determining whether the requisite amount of Percentage Interests necessary
      to
      effect such consent has been obtained; provided,
      however,
      that if
      any such Person (including the Depositor) owns 100.00% of the Percentage
      Interests evidenced by a Class of Certificates, such Certificates shall be
      deemed to be Outstanding for purposes of any provision hereof that requires
      the
      consent of the Holders of Certificates of a particular Class as a condition
      to the taking of any action hereunder. The Securities Administrator is entitled
      to rely conclusively on a certification of the Depositor or any Affiliate of
      the
      Depositor in determining which Certificates are registered in the name of an
      Affiliate of the Depositor.

     

    Certification
      Parties:
      As
      defined in Section 3.24.

     

    Certifying
      Person:
      As
      defined in Section 3.24.

    


     

    Charge-Off
      Amount:
      With
      respect to any Charged-Off HELOC is the amount of the principal balance that
      has
      been written down.

     

    Charged-Off
      HELOC:
      Means
      (i) a Mortgage Loan with a Principal Balance that has been written down on
      the
      related Servicer’s servicing system in accordance with its policies and
      procedures and (ii) any Mortgage Loan that is more than 180 days past
      due.

     

     

    Class:
      All
      Certificates bearing the same class designation as set forth in the Preliminary
      Statement.

     

    Class [   ]
      Certificates:
      All
      Certificates bearing the Class designation of
“Class [   ]”.

     

    Class [   ]
      Certificates:
      All
      Certificates bearing the Class designation of
“Class [   ]”.

     

    Class [   ]
      Certificates:
      All
      Certificates bearing the Class designation of
“Class [   ]”.


    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    


     

    


     

    Class [   ]
      Certificates:
      All
      Certificates bearing the Class designation of
“Class [   ]”.

     

    Class [   ]
      Certificates:
      All
      Certificates bearing the Class designation of
“Class [   ]”.

     

    Class [A]
      Certificates:
      As
      specified in the Preliminary Statement.

     

    Class Certificate
      Balance:
      With
      respect to any Class of LIBOR Certificate and as to any date of
      determination, the aggregate of the Certificate Balances of all Certificates
      of
      such Class as of such date. With respect to the Class [X], Class [P] and
      Class [R] Certificates, zero. With respect to any [Lower Tier Interest], the
      initial Class Principal Balance as shown or described in the table set forth
      in
      the Preliminary Statement to this Agreement for the issuing REMIC, as reduced
      by
      any principal distributed with respect to such [Lower Tier Interest] and
      Realized Losses allocated to such [Lower Tier Interest].

     

    Class
      [I] Shortfalls:
      As
      defined in Section 8.11 hereof. For
      purposes of clarity, the Class [I] Shortfall for any Distribution Date shall
      equal the amount payable to the Swap Counterparty on such Distribution Date
      in
      excess of the amount payable with respect to the Class [   ]
      interest in the [Upper Tier REMIC] on such Distribution Date, all as further
      provided in Section 8.11 hereof.

     

    Class
      [M] Available Funds Cap:
      With
      respect to the Class [M] Certificates as of any Distribution Date, a per annum
      rate equal to the weighted average of the [Group I] Available Funds Cap and
      the
      [Group II] Available Funds Cap, weighted on the basis of the Group Subordinate
      Amount for the [Group 1] Mortgage Loans and the Group Subordinate Amount for
      the
      [Group II] Mortgage Loans.

     

    Class [M]
      Certificates:
      As
      specified in the Preliminary Statement.

     

    Class [M]
      Principal Payment Amount:
      With
      respect to any Distribution Date and any Class of Class [M]
      Certificates is the lesser of (i) the excess of (a) the Principal
      Payment Amount over (b) the aggregate amount distributed on that
      Distribution Date as principal to all Classes of Certificates more senior than
      that Class of Class [M] Certificates and (ii) the excess of (a) the
      sum of the aggregate Class Certificate Balances of all Class of
      Certificates more senior than that Class of Class [M] Certificates
      (after giving effect to all amounts distributed on that Distribution Date to
      those Classes of more senior certificates) and the Class Certificate
      Balance of that Class of Class [M] Certificates immediately prior to
      that Distribution Date over (b) the lesser of:

     

    (x) the
      percentage set forth in the table below for the applicable Class of
      Class M Certificates multiplied by the aggregate Stated Principal Balance
      of the Mortgage Loans for that Distribution Date:


    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    


     

    


    


    
      	
               

              Class

            	
               

              Percentage

            
	
              [   ]

            	
              [   ]%

            
	
              [   ]

            	
              [   ]%

            
	
              [   ]

            	
              [   ]%

            
	
              [   ]

            	
              [   ]%

            
	
              [   ]

            	
              [   ]%

            
	
              [   ]

            	
              [   ]%

            
	
              [   ]

            	
              [   ]%

            
	
              [   ]

            	
              [   ]%

            
	
              [   ]

            	
              [   ]%

            
	
              [   ]

            	
              [   ]%

            
	
              [   ]

            	
              [   ]%

            
	
              [   ]

            	
              [   ]%

            


    

     

    and

     

    (y) the
      excess, if any, of the aggregate Stated Principal Balance of the Mortgage Loans
      for that Distribution Date over [   ]% of the aggregate Stated
      Principal Balance of the Mortgage Loans as of the Cut-off Date, until the
      Class Certificate Balance of that Class of Class [M] Certificates has
      been reduced to zero.

     

    Class [  ]
      Certificates:
      All
      Certificates bearing the Class designation of
“Class [   ]”.

     

    Class [P]
      Certificates:
      All
      Certificates bearing the Class designation of “Class [P]”.

     

    Class [R]
      Certificates:
      All
      Certificates bearing the Class designation of “Class [R]”.

     

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

     

    Class [X]
      Certificates:
      All
      Certificates bearing the Class designation of “Class [X]”.

     

    Class
      [X] Distributable Amount:
      With
      respect to any Distribution Date, the amount of interest that has accrued on
      the
      Class [X] Notional Balance, as described in the Preliminary Statement, but
      that
      has not been distributed prior to such date. In addition, such amount shall
      include the initial Overcollateralization Amount of $[   ]
      ($[   ] less $[   ] of such amount allocated to
      the Class[P] Certificates) to the extent such amount has not been distributed
      on
      an earlier Distribution Date as part of the Overcollateralization Reduction
      Amount.

     

    Class
      [X] Notional Balance:
      With
      respect to
      any
      Distribution Date (and the related Interest Accrual Period) the aggregate
      principal balance of the regular interests in [REMIC 3] as specified in the
      Preliminary Statement hereto.

     

    Closing
      Date:
      [   ].

     

    Code:
      The
      Internal Revenue Code of 1986, including any successor or amendatory
      provisions.


    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    


     

    


     

    Collection
      Account:
      As
      defined in Section 3.10(a).

    


     

    Commission:
      The
      United States Securities and Exchange Commission.

     

     

    Compensating
      Interest:
      For any
      Distribution Date, the lesser of (a) the amount, if any, by which the
      Prepayment Interest Shortfall, if any, for such Distribution Date, with respect
      to all voluntary Principal Prepayments (excluding any payments made upon
      liquidation of any Mortgage Loan) exceeds all Prepayment Interest Excesses
      for
      such Distribution Date, and (b) the aggregate amount of the Servicing Fee
      actually retained by or paid to the Servicer for such Distribution
      Date.

     

    Condemnation
      Proceeds:
      All
      awards or settlements in respect of a Mortgaged Property, whether permanent
      or
      temporary, partial or entire, by exercise of the power of eminent domain or
      condemnation.

     

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

     

    Corporate
      Trust Office:
      With
      respect to the Securities Administrator, (i) for transfer, presentation or
      surrender of Certificates, the office at [   ], Attention:
      [   ], and (ii) for all other purposes, [   ],
      Attention: [   ] or at such other address as the Securities
      Administrator may designate from time to time by notice to the
      Certificateholders, the Depositor, the Master Servicer and the Trustee. With
      respect to the Trustee, the designated office of the Trustee in the State of
      [   ] at which any particular time its corporate trust business
      with respect to this Agreement is administered, which office at the date of
      the
      execution of this Agreement is located at [   ], Attention:
      [   ], and its telephone number is [   ] and which
      is also the address to which notices to and correspondence with the Trustee
      under this Agreement should be directed. 

     

    Corresponding
      Class:
      As
      described in the Preliminary Statement.

     

    Credit
      Enhancement Percentage:
      With
      respect to any Distribution Date, the percentage obtained by dividing
      (x) the sum of (i) the aggregate Class Certificate Balance of the
      Class [ ] Certificates and (ii) the Overcollateralization Amount
      (assuming the Overcollateralization Amount is not less than zero and in each
      case after taking into account the distributions of the Principal Payment Amount
      for such Distribution Date [assuming no Trigger Event has occurred]) by
      (y) the aggregate Stated Principal Balance of the Mortgage Loans for such
      Distribution Date.

     

     

    Credit
      Limit:
      As to
      any Mortgage Loan, the maximum principal balance permitted under the terms
      of
      the related Credit Line Agreement.

     

     

    Credit
      Limit Utilization Rate:
      As to
      any Mortgage Loan, the percentage equivalent of a fraction the numerator of
      which is the Principal Balance of such Mortgage Loan as of the Cut-Off Date
      and
      the denominator of which is the related Credit Limit.

     


    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    


     

    


     

     

    Credit
      Line Agreement:
      With
      respect to any Mortgage Loan, the related home equity line of credit agreement
      and promissory note executed by the related Mortgagor and any amendment or
      modification thereof.

     

     

    Credit
      Risk Manager:
      Not
      applicable.

     

    Credit
      Risk Management Agreement:
      Not
      applicable.

     

    Credit
      Risk Manager’s Fee Rate:
      Not
      applicable.

     

    Cumulative
      Loss Percentage:
      With
      respect to any Distribution Date, the percentage equivalent of a fraction,
      the
      numerator of which is the aggregate amount of Realized Losses incurred from
      the
      Cut-off Date to the last day of the calendar month preceding the month in which
      such Distribution Date occurs and the denominator of which is the Cut-off Date
      Pool Principal Balance of the Mortgage Loans.

     

    [Cumulative
      Loss Trigger Event:
      If,
      with respect to any Distribution Date, the quotient (expressed as a
      percentage) of (x) the aggregate amount of Realized Losses incurred since
      the Cut-off Date through the last day of the related Prepayment Period, divided
      by (y) the Cut-off Date Pool Principal Balance, exceeds the applicable loss
      percentages set forth below with respect to such Distribution Date:

     

    


    
      	
              Distribution
                Date Occurring In:

            	 	
              Loss
                Percentage:

            
	
              [   ]
                through 

            	 	
              [   ]%
                for the first month, plus an additional 1/12th of 

            
	
              [   ]
                _________________

            	 	
              [   ]%
                for each month thereafter

            
	 	 	 
	
              [   ]
                through 

            	 	 
	
              [   ]
                _________________

            	 	
              [   ]%
                for the first month, plus an additional 1/12th of 

            
	 	 	
              [   ]%
                for each month thereafter

            
	 	 	 
	
              [   ]
                through 

            	 	 
	
              [   ]
                _________________

            	 	
              [   ]%
                for the first month, plus an additional 1/12th of 

            
	 	 	
              [   ]%
                for each month thereafter 

            
	 	 	 
	
              [   ]
                through 

            	 	 
	
              [   ]
                _________________

            	 	
              [   ]%
                for the first month, plus an additional 1/12th of 

            
	 	 	
              [   ]%
                for each month thereafter 

            
	 	 	 
	
              [   ]
                and thereafter ______________

            	 	
              [  ]]%
                

            
	 	 	 


    

     

    Custodial
      File:
      The
      meaning assigned to such term in Section 2.01(a).

     

    Custodian:
      Initially, [   ], or any successor custodian appointed
      hereunder.

     

    Cut-off
      Date:
      [   ].


    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

    


     

    


     

    Cut-off
      Date Pool Principal Balance:
      The
      aggregate Stated Principal Balances of all Mortgage Loans as of the Cut-off
      Date.

     

    Cut-off
      Date Principal Balance:
      As to
      any Mortgage Loan, the Stated Principal Balance thereof as of the close of
      business on the Cut-off Date.

     

    [Data
      Tape Information:
      With
      respect to each Mortgage Loan, the same information (provided as of the Cut-off
      Date) included in the data fields specified under the definition of “Mortgage
      Loan Schedule” in the Master MLPSA, with such additions and modifications as
      agreed upon by the Mortgage Loan Seller and the Depositor. A copy of the Master
      MLPSA is attached as Exhibits Q hereto.]

     

    Debt
      Service Reduction:
      With
      respect to any Mortgage Loan, a reduction by a court of competent jurisdiction
      in a proceeding under the United States Bankruptcy Code in the Scheduled Payment
      for such Mortgage Loan which became final and non-appealable, except such a
      reduction resulting from a Deficient Valuation or any reduction that results
      in
      a permanent forgiveness of principal.

     

    [Defaulting
      Party:
      As
      defined in the Swap Agreement.]

     

    Deficient
      Valuation:
      With
      respect to any Mortgage Loan, a valuation of the related Mortgaged Property
      by a
      court of competent jurisdiction in an amount less than then outstanding
      principal balance of the Mortgage Loan, which valuation results from a
      proceeding initiated under the United States Bankruptcy Code.

     

    Definitive
      Certificates:
      Any
      Certificate evidenced by a Physical Certificate and any Certificate issued
      in
      lieu of a Book-Entry Certificate pursuant to Section 5.02(e).

     

    Delay
      Certificates:
      As
      specified in the Preliminary Statement.

     

    Deleted
      Mortgage Loan:
      As
      defined in Section 2.03.

     

    Delinquency
      Rate:
      For any
      calendar month, a fraction, expressed as a percentage, the numerator of which
      is
      the aggregate Stated Principal Balance of 60+ Day Delinquent Mortgage Loans
      as
      of the close of business on the last day of such month, and the denominator
      of
      which is the aggregate Stated Principal Balance of the Mortgage Loans as of
      the
      close of business on the last day of such month.

     

    [Delinquency
      Trigger Event:
      With
      respect to any Distribution Date, the circumstances in which the Rolling Three
      Month Delinquency Rate as of the last day of the immediately preceding calendar
      month exceeds [   ]% of the Credit Enhancement Percentage for the
      Class [   ] Certificates.]

     

    Denomination:
      With
      respect to each Certificate, the amount set forth on the face thereof as the
      “Initial Certificate Balance of this Certificate” or the Percentage Interest
      appearing on the face thereof.


    
      
        
        

      

      
        -15-

        
          

        

      

      
        
        

      

    


     

    


     

    Depositor:
      Structured Asset Securities Corporation, a Delaware corporation, and its
      successors in interest.

     

    Depository:
      The
      initial Depository shall be The Depository Trust Company, the nominee of which
      is CEDE & Co., as the registered Holder of the Book-Entry Certificates.
      The Depository shall at all times be a “clearing corporation” as defined in
      Section 8-102(a)(5) of the Uniform Commercial Code of the State of New
      York.

     

    Depository
      Institution:
      Any
      depository institution or trust company, including the Trustee and the
      Securities Administrator, that (a) is incorporated under the laws of the
      United States of America or any State thereof, (b) is subject to
      supervision and examination by federal or state banking authorities and
      (c) has outstanding unsecured commercial paper or other short-term
      unsecured debt obligations that are rated P-1 by Moody’s, F1+ by Fitch and A-1
      by Standard & Poor’s.

     

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

     

    Determination
      Date:
      With
      respect to each Remittance Date, the [   ] day (or if such day is
      not a Business Day, the immediately preceding Business Day) in the calendar
      month in which such Remittance Date occurs.

     

    Disqualified
      Non-U.S. Person:
      With
      respect to a Class R Certificate, any Non-U.S. Person or agent thereof
      other than (i) a Non-U.S. Person that holds the Class R Certificate in
      connection with the conduct of a trade or business within the United States
      and
      has furnished the transferor and the Securities Administrator with an effective
      IRS Form W-8ECI or (ii) a Non-U.S. Person that has delivered to both the
      transferor and the Securities Administrator an opinion of a nationally
      recognized tax counsel to the effect that the transfer of the Class R
      Certificate to it is in accordance with the requirements of the Code and the
      regulations promulgated thereunder and that such transfer of the Class R
      Certificate will not be disregarded for federal income tax
      purposes.

     

    Distribution
      Account:
      The
      separate Eligible Account created and maintained by the Securities Administrator
      pursuant to Section 3.07(d) in the name of the Securities Administrator as
      paying agent for the benefit of the Trustee and the Certificateholders and
      designated “[   ] as paying agent in trust for registered holders
      of [   ]”. Funds in the Distribution Account shall be held in
      trust for the Certificateholders for the uses and purposes set forth in this
      Agreement.

     

    Distribution
      Account Deposit Date:
      As to
      any Distribution Date, 12:00 noon New York City time on the [   ]
      Business Day immediately preceding such Distribution Date.

     

    Distribution
      Date:
      The
      [   ] day of each calendar month, or if such day is not a
      Business Day, the next succeeding Business Day, commencing in
      [   ].

     

    Document
      Certification and Exception Report:
      The
      form of report attached to Exhibit F hereto.


    
      
        
        

      

      
        -16-

        
          

        

      

      
        
        

      

    


     

    


     

    Draw:
      With
respect
      to any
      Mortgage Loan, an additional borrowing by the Mortgagor subsequent to the
      Cut-Off Date in accordance with the related Credit Line Agreement.

     

     

    Draw
      Period:
      With
      respect to any Mortgage Loan, the period of time specified in the related Credit
      Line Agreement whereby a Mortgagor may make a Draw under the related Credit
      Line
      Agreement, not to exceed five, ten or fifteen years (as applicable) unless
      extended pursuant to such Credit Line Agreement and the Transfer and Servicing
      Agreement, such extension to be limited by the provisions of the related
      Transfer Agreement.

     

     

    Due
      Date:
      The day
      of the month on which the Scheduled Payment is due on a Mortgage Loan, exclusive
      of any days of grace.

     

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

     

    EDGAR:
      The
      Commission’s Electronic Data Gathering and Retrieval System.

     

    Eligible
      Account:
      Either
      (i) an account maintained with a federal or state-chartered depository
      institution or trust company that complies with the definition of Eligible
      Institution, (ii) an account maintained with the corporate trust department
      of a
      federal depository institution or state-chartered depository institution subject
      to regulations regarding fiduciary funds on deposit similar to Title 12 of
      the
      U.S. Code of Federal Regulation Section 9.10(b), which, in either case, has
      corporate trust powers and is acting in its fiduciary capacity or (iii) any
      other account acceptable to each Rating Agency. Eligible Accounts may bear
      interest, and may include, if otherwise qualified under this definition,
      accounts maintained with the Securities Administrator.

     

    Eligible
      Institution:
      A
      federal or state-chartered depository institution or trust company the
      commercial paper, short-term debt obligations, or other short-term deposits
      of
      which are rated at least “A-1+” by Standard & Poor’s if the amounts on
      deposit are to be held in the account for no more than 365 days (or at least
      “A-2” if the amounts on deposit are to be held in the account for no more than
      30 days), “P-1” by Moody’s and “F1+” by Fitch (or a comparable rating if another
      Rating Agency is specified by the Depositor by written notice to each of the
      Servicer and the Securities Administrator) or long-term unsecured debt
      obligations are rated at least “AA-” by Standard & Poor’s if the amounts on
      deposit are to be held in the account for no more than 365 days.

     

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

     

    ERISA-Qualifying
      Underwriting:
      A best
      efforts or firm commitment underwriting or private placement that meets the
      requirements of Prohibited Transaction Exemption (“PTE”) [   ],
      [   ], as amended by PTE [   ],
      [   ], PTE [   ], [   ] and PTE
      [   ], [   ] (or any successor thereto), or
      any substantially similar administrative exemption granted by the U.S.
      Department of Labor.

     

    ERISA-Restricted
      Certificate:
      As
      specified in the Preliminary Statement.


    
      
        
        

      

      
        -17-

        
          

        

      

      
        
        

      

    


     

    


     

    [ERISA-Restricted
      Swap Certificate:
      As
      specified in the Preliminary Statement.]

     

    Escrow
      Account:
      The
      Eligible Account or Accounts established and maintained by the Servicer pursuant
      to Section 3.09(b).

     

    Escrow
      Payments:
      As
      defined in Section 3.09(b).

     

    Event
      of Default:
      As
      defined in Section 7.01.

     

    Excess
      Overcollateralization
      Amount:
      With
      respect to any Distribution Date, the excess, if any, of (a) the
      Overcollateralization Amount on such Distribution Date over (b) the
      Overcollateralization Target Amount for such Distribution Date.

     

    [Excess
      Reserve Fund Account:
      The
      separate Eligible Account created and maintained by the Securities Administrator
      pursuant to Sections 3.07(b) and 3.07(c) in the name of the Securities
      Administrator as paying agent for the benefit of the LIBOR Certificateholders
      and the Class [X] Certificateholders and designated “[   ] as
      paying agent in trust for registered holders of
      [             ]”.
      Funds in the Excess Reserve Fund Account shall be held in trust for such
      Certificateholders for the uses and purposes set forth in this Agreement.
      Amounts on deposit in the Excess Reserve Fund Account shall not be invested.
      The
      Excess Reserve Fund Account shall be considered part of the Trust Fund but
      not
      the part of any REMIC.

     

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

     

    Excluded
      Trust Assets:
      As
      defined in the Preliminary Statement.

     

    Expense
      Adjusted Mortgage Rate:
      With
      respect to any Distribution Date and as to each Mortgage Loan, the per annum
      rate equal to the Mortgage Rate as of the first day of the related Due Period
      less the Expense Fee Rate.

     

    Expense
      Fee Rate:
      As to
      each Mortgage Loan, a per annum rate equal to the sum of the Servicing Fee
      Rate
      and the Master Servicing Fee Rate.

     

    Expense
      Fees:
      As to
      each Mortgage Loan and any Distribution Date, the sum of the Servicing Fee
      and
      the Master Servicing Fee.

     

    [Extra
      Principal Payment Amount:
      As of
      any Distribution Date, the lesser of (x) the related Total Monthly Excess
      Spread for such Distribution Date and (y) the related Overcollateralization
      Deficiency for such Distribution Date.]

     

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

     

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

     

    Final
      Recovery Determination:
      With
      respect to any defaulted Mortgage Loan or any REO Property (other than a
      Mortgage Loan or REO Property purchased by the Mortgage Loan Seller or the
      Sponsor as contemplated by this Agreement or the Purchase Agreement, as
      applicable), a determination made by the Servicer that all Insurance Proceeds,
      Condemnation Proceeds, Liquidation Proceeds and other payments or recoveries
      which the Servicer, in its reasonable good faith judgment, expects to be finally
      recoverable in respect thereof have been so recovered. The Servicer shall
      maintain records, prepared by a Servicing Officer, of each Final Recovery
      Determination made thereby.


    
      
        
        

      

      
        -18-

        
          

        

      

      
        
        

      

    


     

    


     

    Final
      Scheduled Distribution Date:
      [   ].

     

    [Fitch:
      Fitch,
      Inc., or any successor thereto. If Fitch is designated as a Rating Agency in
      the
      Preliminary Statement, for purposes of Section 12.05(c) the address for
      notices to Fitch shall be Fitch, Inc., One State Street Plaza, New York, New
      York 10004, Attention: [   ]or such other address as Fitch may
      hereafter furnish to the Depositor and the Securities
      Administrator.]

     

    Fixed
      Rate Mortgage Loan:
      A
      Mortgage Loan with respect to which the Mortgage Rate set forth in the Credit
      Line Agreement is fixed for the term of such Mortgage Loan.

     

    Form
      8-K Disclosure Information:
      As
      defined in Section 8.12(a)(iii).

     

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

     

    [_________] Additional
      Balance Contributed Amount:
      As to
      any Payment Date and during the Managed Amortization Period, the difference,
      if
      any, between (a) the aggregate excess, if any, for all prior Payment Dates
      of
      (i) the aggregate principal amount of all Additional Balances in respect of
      the
      [_________] Mortgage Loans created during the Collection Period relating to
      each
      such Payment Date over (ii) Principal Collections in respect of the [_________]
      Mortgage Loans relating to such Payment Date, and (b) the aggregate [_________]
      Additional Balance Contributed Amounts paid to [_________] on all prior Payment
      Dates pursuant to Section 5.03(b)(iii) of this Agreement. During the Rapid
      Amortization Period, zero.

     

    Gross
      Margin:
      With
      respect to each Adjustable Rate Mortgage Loan, the fixed percentage amount
      set
      forth in the related Credit Line Agreement to be added to the Index to determine
      the Mortgage Rate.

     

    [Group I]
      Available Funds Cap:
      With
      respect to the [Group I] Mortgage Loans as of any Distribution Date, the per
      annum rate (subject to adjustment based on the actual number of days elapsed
      in
      the related Interest Accrual Period equal to (x) the weighted average of the
      Expense Adjusted Mortgage Rate for each [Group I] Mortgage Loan then in effect
      on the beginning of the related Due Period (not including for this purpose
      any
      [Group I] Mortgage Loans for which Principal Prepayments in Full have been
      received and distributed in the month prior to that Distribution Date)
minus
      (y) a
      percentage equal to the product of (i) a fraction, the numerator of which is
      equal to the portion of the Net Swap Payment or Swap Termination Payment
      allocated to the [Group I] Mortgage Loans based on the applicable Group
      Percentage (other than a Swap Termination Payment caused by the Swap
      Counterparty) made to the Swap Counterparty and the denominator of which is
      equal to the Stated Principal Balance of the [Group I] Mortgage Loans and (ii)
      12.


    
      
        
        

      

      
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    [Group I]
      Certificates:
      The
      [   ] Certificates.

     

    [Group I]
      Mortgage Loans:
      The
      Mortgage Loans identified on the Mortgage Loan Schedule as [Group I]
      Mortgage Loans.

     

    [Group I]
      Principal Payment Amount:
      With
      respect to any Distribution Date prior to the Stepdown Date, the Principal
      Payment Amount multiplied by the Group Principal Allocation Percentage for
      the [Group I] Certificates.

     

    [Group I]
      Senior Principal Payment Amount:
      With
      respect to any Distribution Date, the lesser of (i) the [Group I] Principal
      Payment Amount for that Distribution Date and (ii) the excess of (a) the
      aggregate Class Certificate Balance of the [Group I] Certificates
      immediately prior to that Distribution Date over (b) the lesser of
      (x) [   ]% of the aggregate Stated Principal Balance of the
      [Group I] Mortgage Loans for that Distribution Date and (y) the
      excess, if any, of the aggregate Stated Principal Balance of the [Group I]
      Mortgage Loans for that Distribution Date over [   ]% of the
      aggregate State Principal Balance of the [Group I] Mortgage Loans as of the
      Cut-off Date.

     

    [[Group II]
      Available Funds Cap:
      With
      respect to the [Group II] Mortgage Loans as of any Distribution Date, the per
      annum rate (subject to adjustment based on the actual number of days elapsed
      in
      the related Interest Accrual Period) equal to (x) the weighted average of the
      Expense Adjusted Mortgage Rate of the [Group II] Mortgage Loans then in effect
      at the beginning of the related Due Period (not including for this purpose
      any
      [Group II] Mortgage Loans for which Principal Prepayments in Full have been
      received and distributed in the month prior to that Distribution Date
minus
      (y) a
      percentage equal to the product of (i) a fraction, the numerator of which is
      equal to the portion of the Net Swap Payment or Swap Termination Payment
      allocated to the [Group II] Certificates based on the applicable Group
      Percentage (other than a Swap Termination Payment caused by the Swap
      Counterparty) made to the Swap Counterparty and the denominator of which is
      equal to the aggregate Stated Principal Balance of the [Group II] Mortgage
      Loans
      and (ii) 12.]

     

    [Group II]
      Certificates:
      The
      Class [   ] Certificates, the Class [   ]
      Certificates, Class [   ] Certificates and the
      Class [   ] Certificates, collectively.

     

    [Group II]
      Mortgage Loans:
      The
      Mortgage Loans identified on the Mortgage Loan Schedule as [Group II]
      Mortgage Loans.

     

    [Group II]
      Principal Payment Amount:
      With
      respect to any Distribution Date, the Principal Payment Amount multiplied by
      the
      Group Principal Allocation Percentage for the [Group II]
      Certificates.

     

    [Group II]
      Senior Principal Payment Amount:
      With
      respect to any Distribution Date, the lesser of (i) the [Group II]
      Principal Payment Amount for that Distribution Date and (ii) the excess of
      (a) the aggregate Class Certificate Balance of the [Group II]
      Certificates immediately prior to that Distribution Date over (b) the
      lesser of (x) [   ]% of the aggregate Stated Principal
      Balance of the [Group II] Mortgage Loans for that Distribution Date and
      (y) the excess, if any, of the aggregate Stated Principal Balance of the
      [Group II] Mortgage Loans for that Distribution Date over
      [   ]% of the aggregate State Principal Balance of the
      [Group II] Mortgage Loans as of the Cut-off Date.


    
      
        
        

      

      
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    [Group Available
      Funds Cap:
      The
      [Group I] Available Funds Cap or the [Group II] Available Funds Cap,
      as applicable.]

     

    Group
      Percentage:
      For
      any
      Distribution Date and for each of the [Group I] Mortgage Loans and the [Group
      II] Mortgage Loans, a fraction (expressed as a percentage) the numerator of
      which is the aggregate Stated Principal Balance of the Mortgage Loans in such
      Loan Group and the denominator of which is equal to the aggregate Stated
      Principal Balance of all the Mortgage Loans as of such date.

     

    Group Principal
      Allocation Percentage:
      With
      respect to any Distribution Date, the percentage equivalent of a fraction,
      determined as follows:

     

    (i) with
      respect to the [Group I] Certificates, a fraction, the numerator of which
      is the portion of the Principal Remittance Amount for that Distribution Date
      that is attributable to the principal received or advanced on the [Group I]
      Mortgage Loans and the denominator of which is the Principal Remittance Amount
      for that Distribution Date; and

     

    (ii) with
      respect to the [Group II] Certificates, a fraction, the numerator of
      which is the portion of the Principal Remittance Amount for that Distribution
      Date that is attributable to the principal received or advanced on the
      [Group II] Mortgage Loans and the denominator of which is the Principal
      Remittance Amount for that Distribution Date.

     

    Group Subordinate
      Amount:
      For any
      Distribution Date and (i) for the [Group I] Mortgage Loans, the excess
      of the aggregate Stated Principal Balance of the [Group I] Mortgage Loans
      as of the beginning of the related Due Period over the Class Certificate
      Balance of the Class [   ] Certificates immediately prior to
      the current Distribution Date and (ii) for the [Group II] Mortgage
      Loans, the excess of the aggregate Stated Principal Balance of the
      [Group II] Mortgage Loans as of the beginning of the related Due Period
      over the aggregate Class Certificate Balance of the
      Class [   ] and Class [   ] Certificates
      immediately prior to such Distribution Date.

     

    Independent:
      When
      used with respect to any accountants, a Person who is “independent” within the
      meaning of Rule 2-01(B) of the Commission’s Regulation S-X. Independent means,
      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 or indirect financial interest in such
      other Person or any Affiliate of such other Person, (C) is not connected with
      such other Person or any Affiliate of such other Person as an officer, employee,
      promoter, underwriter, trustee, partner, director or Person performing similar
      functions and (D) is not a member of the immediate family of a Person defined
      in
      clause (B) or (C) above.


    
      
        
        

      

      
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    Index:
      As to
      each Adjustable Rate Mortgage Loan, the [   ] index from time to
      time in effect for the adjustment of the Mortgage Rate as set forth in the
      related Credit Line Agreement.

     

    Initial
      Certification:
      As
      defined in Section 2.02.

     

    Initial
      Sale Date:
      The
      date the Mortgage Loan was purchased by the Sponsor from the Mortgage Loan
      Seller under the Master MLPSA.

     

    Insurance
      Policy:
      With
      respect to any Mortgage Loan included in the Trust Fund, any insurance policy,
      including, but not limited to, any standard hazard insurance policy, flood
      insurance policy, earthquake insurance policy, title insurance policy or Primary
      Mortgage Insurance Policy, including all riders and endorsements thereto in
      effect, including any replacement policy or policies.

     

    Insurance
      Proceeds:
      With
      respect to each Mortgage Loan, proceeds of Insurance Policies insuring the
      Mortgage Loan or the related Mortgaged Property.

     

    Interest
      Accrual Period:
      With
      respect to each Class of LIBOR Certificates and the Corresponding
      Class of [Lower Tier] REMIC Regular Interests and any Distribution Date,
      the period commencing on the Distribution Date occurring in the month preceding
      the month in which the current Distribution Date occurs and ending on the day
      immediately preceding the current Distribution Date (or, in the case of the
      first Distribution Date, the period from and including the Closing Date to
      but
      excluding such first Distribution Date). For purposes of computing interest
      accruals on each Class of LIBOR Certificates, each Interest Accrual Period
      has the actual number of days in such month and each year is assumed to have
      360 days. 

     

    Interest
      Carry Forward Amount:
      As of
      any Distribution Date and any Class of LIBOR Certificates, the sum of (i)
      the excess of (a) the sum of (x) the Interest Payment Amount with respect
      to the current Distribution Date (excluding any Basis Risk Carryover Amount
      with
      respect to such Class), plus (y) the portion of the Interest Payment Amount
      from
      Distribution Dates prior to the current Distribution Date remaining unpaid
      immediately prior to the current Distribution Date, over (b) the amount
      actually paid to such Class with respect to interest on such prior
      Distribution Dates, and (ii) interest on the amount in clause (i) above at
      the
      applicable Interest Rate (to the extent permitted by applicable
      law).

     

    Interest
      Margin:
      Except
      as set forth in the following sentence, with respect to each Class of
      Regular Certificates, the following percentages: Class [   ]
      Certificates, [   ]%; Class [  ] Certificates,
      [   ]% and Class [   ] Certificates,
      [   ]%. On the first Distribution Date after the Optional
      Termination Date, the Interest Margins shall increase to the following
      percentages: Class [   ] Certificates, [  ]%;
      Class [   ] Certificates, [   ]% and
      Class [   ] Certificates,
      [   ]%.

     

    Interest
      Payment Amount:
      With
      respect to any Distribution Date for each Class of LIBOR Certificates, the
      amount of interest accrued during the related Interest Accrual Period at the
      applicable Interest Rate on the related Class Certificate Balance
      immediately prior to such Distribution Date, as reduced by such Class’s share of
      Net Prepayment Interest Shortfalls and Relief Act Interest Shortfalls for such
      Distribution Date allocated to such Class pursuant to
      Section 4.02.


    
      
        
        

      

      
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    Interest
      Rate:
      For
      each Class of Certificates, each Class of [Upper Tier] REMIC Regular
      Interest and each Class of [Lower Tier] REMIC Regular Interest, the per
      annum rate set forth or calculated in the manner described in the Preliminary
      Statement.

     

    Interest
      Remittance Amount:
      With
      respect to any Distribution Date and the Mortgage Loans in a Loan Group, that
      portion of Available Funds attributable to interest relating to Mortgage Loans
      in that Loan Group.

     

    Investment
      Account:
      As
      defined in Section 3.12(a).

     

    Investor:
      With
      respect to each MERS Designated Mortgage Loan, the Person named on the MERS
      System as the investor pursuant to the MERS Procedures Manual.

     

    IRS:
      The
      Internal Revenue Service.

     

    Late
      Collections:
      With
      respect to any Mortgage Loan and any Due Period, all amounts received after
      the
      Determination Date immediately following such Due Period, whether as late
      payments of Scheduled Payments or as Insurance Proceeds, Condemnation Proceeds,
      Liquidation Proceeds, Subsequent Recoveries or otherwise, which represent late
      payments or collections of principal and/or interest due (without regard to
      any
      acceleration of payments under the related Mortgage and Credit Line Agreement)
      but delinquent for such Due Period and not previously recovered.

     

    LIBOR:
      With
      respect to any Interest Accrual Period for the LIBOR Certificates, the rate
      determined by the Securities Administrator on the related LIBOR Determination
      Date on the basis of the offered rate for one-month U.S. dollar deposits as
      such
      rate appears on Telerate Page 3750 as of 11:00 a.m. (London time) on such
      date; provided,
      that if
      such rate does not appear on Telerate Page 3750, the rate for such date
      will be determined on the basis of the rates at which one-month U.S. dollar
      deposits are offered by the Reference Banks at approximately 11:00 a.m.
      (London time) on such date to prime banks in the London interbank market. In
      such event, the Securities Administrator shall request the principal London
      office of each of the Reference Banks to provide a quotation of its rate. If
      at
      least two such quotations are provided, the rate for that date will be the
      arithmetic mean of the quotations (rounded upwards if necessary to the nearest
      whole multiple of 1/16%). If fewer than two quotations are provided as
      requested, the rate for that date will be the arithmetic mean of the rates
      quoted by major banks in New York City, selected by the Securities Administrator
      (after consultation with the Depositor), at approximately 11:00 a.m. (New
      York City time) on such date for one-month U.S. dollar loans to leading European
      banks.

     

    LIBOR
      Certificates:
      As
      specified in the Preliminary Statement.

     

    LIBOR
      Determination Date:
      With
      respect to any Interest Accrual Period for the LIBOR Certificates, the second
      London Business Day preceding the commencement of such Interest Accrual
      Period.


    
      
        
        

      

      
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    Liquidated
      Mortgage Loan:
      With
      respect to any Distribution Date, a defaulted Mortgage Loan (including any
      REO
      Property) which was liquidated in the calendar month preceding the month of
      such
      Distribution Date and as to which the Servicer has certified to the Securities
      Administrator that it has received all amounts it expects to receive in
      connection with the liquidation of such Mortgage Loan including the final
      disposition of an REO Property.

     

    Liquidation
      Proceeds:
      Cash
      received in connection with the liquidation of a Liquidated Mortgage Loan,
      whether through a trustee’s sale, foreclosure sale or otherwise.

     

    Loan
      Group:
      The
      [Group I] Mortgage Loans or the [Group II] Mortgage Loans, as
      applicable.

     

    Loan-to-Value
      Ratio
      or
LTV:
      As of
      any date and as to any Mortgage Loan, the ratio (expressed as a
      percentage) of the outstanding principal balance of the Mortgage Loan to
      (a) in the case of a purchase, the lesser of (i) the sale price of the
      Mortgaged Property and (ii) its appraised value at the time of sale or
      (b) in the case of a refinancing or modification, the appraised value of
      the Mortgaged Property at the time of the refinancing or
      modification.

     

    Loan
      Purchase Price:
      With
      respect to any Mortgage Loan purchased from the Issuer pursuant to the Transfer
      and Servicing Agreement or a Servicing Agreement, an amount equal to the sum
      of
      (i) the product of (A) [____]% and (B) the Principal Balance of such Mortgage
      Loan as of the date of purchase, (ii) one month’s interest on the outstanding
      Principal Balance of such Mortgage Loan as of the beginning of the preceding
      Collection Period computed at the related Loan Rate less, if such Mortgage
      Loan
      is being purchased from the Issuer by the related Servicer, the Servicing Fee
      Rate, (iii) any costs and damages incurred by the Issuer in connection with
      any
      violation by such Mortgage Loan of any predatory or abusive lending law and
      (iv)
      without duplication, the aggregate amount of all delinquent interest, all
      advances made by the related Servicer and not subsequently recovered from the
      related Mortgage Loan and any Reimbursement Amount related to such Mortgage
      Loan.

     

    Loan
      Rate:
      With
      respect to any Mortgage Loan and as of any day, the per annum rate of interest
      applicable under the related Credit Line Agreement to the calculation of
      interest for such day on the Principal Balance of such Mortgage Loan.


     

    London
      Business Day:
      Any day
      on which dealings in deposits of United States dollars are transacted in the
      London interbank market.

     

    [Lower
      Tier REMIC:
      As
      described in the Preliminary Statement.]

     

    Managed
      Amortization
      Period:
      With
      respect to the Notes, the period commencing on the first Payment Date and ending
      on the earlier to occur of (x) the 180th
      Payment
      Date and (y) the first Payment Date following the occurrence of a Rapid
      Amortization Event with respect to the Notes.

     

    Margin:
      With
      respect to each Mortgage Loan, the fixed percentage amount set forth in the
      related Credit Line Agreement which amount is added to the Prime Rate in
      accordance with the terms of the related Credit Line Agreement to determine
      the
      Loan Rate for such Mortgage Loan, subject to any maximum rate of
      interest.


    
      
        
        

      

      
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    Master
      MLPSA:
      The
      Master Loan Purchase and Servicing Agreement among the Mortgage Loan Seller,
      the
      Servicer and the Sponsor, dated [   ], which amends and restates
      the Flow Sale and Servicing Agreement dated as of [   ] among the
      same parties.

     

    Master
      Servicer:
      [   ], and if a successor master servicer is appointed hereunder,
      such successor.

     

    Master
      Servicer Event of Default:
      As
      defined in Section 9.06.

     

    Master
      Servicing Fee:
      As to
      any Distribution Date and each Mortgage Loan, an amount equal to
      1/12th
      the
      product of (a) the Master Servicing Fee Rate and (b) the outstanding Stated
      Principal Balance of such Mortgage Loan as of the prior Distribution Date (or
      as
      of the Cut-off Date in the case of the first Distribution Date).

     

    Master
      Servicing Fee Rate:
      With
      respect to any Mortgage Loan, a per annum rate equal to
      [   ]%.

     

    Master
      Servicing Officer:
      Any
      officer of the Master Servicer involved in, or responsible for, the
      administration and master servicing of the Mortgage Loans.

     

    Maximum
      Rate:
      With
      respect to each Adjustable Rate Mortgage Loan, a rate that (i) is set forth
      on the Data Tape Information and in the related Credit Line Agreement and
      (ii) is the maximum interest rate to which the Mortgage Rate on such
      Mortgage Loan may be increased during the lifetime of such Mortgage
      Loan.

     

    MERS:
      Mortgage Electronic Registration Systems, Inc., a Delaware corporation, and
      its
      successors in interest.

     

    MERS
      Designated Mortgage Loan:
      Mortgage Loans for which (a) the Mortgage Loan Seller has designated or
      will designate MERS as, and has taken or will take such action as is necessary
      to cause MERS to be, the mortgagee of record, as nominee for the Mortgage Loan
      Seller, in accordance with the MERS Procedure Manual and (b) the Mortgage
      Loan Seller has designated or will designate the Trustee as the Investor on
      the
      MERS System.

     

    MERS
      Procedure Manual:
      The
      MERS Procedures Manual, as it may be amended, supplemented or otherwise modified
      from time to time.

     

    MERS®
      System:
      MERS
      mortgage electronic registry system, as more particularly described in the
      MERS
      Procedures Manual.

     

    MIN:
      The
      Mortgage Identification Number of Mortgage Loans registered with MERS on the
      MERS® System.

     

    Minimum
      Mortgage Rate:
      With
      respect to each Adjustable Rate Mortgage Loan, a rate that (i) is set forth
      on the Data Tape Information and in the related Credit Line Agreement and
      (ii) is the minimum interest rate to which the Mortgage Rate on such
      Mortgage Loan may be decreased during the lifetime of such Mortgage
      Loan.


    
      
        
        

      

      
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    Monthly
      Statement:
      The
      statement delivered to the Certificateholders pursuant to
      Section 4.03.

     

    Moody’s:
      Moody’s
      Investors Service, Inc. If Moody’s is designated as a Rating Agency in the
      Preliminary Statement, for purposes of Section 12.05(c) the address for
      notices to Moody’s shall be Moody’s Investors Service, Inc., 99 Church Street,
      New York, New York 10007, Attention: [   ], or such other address
      as Moody’s may hereafter furnish to the Depositor and the Securities
      Administrator.

     

    Mortgage:
      The
      mortgage, deed of trust or other instrument identified on the Mortgage Loan
      Schedule as securing a Credit Line Agreement.

     

    Mortgage
      File:
      The
      items pertaining to a particular Mortgage Loan contained in either the Servicing
      File or Custodial File.

     

    Mortgage
      Loan:
      An
      individual Mortgage Loan that is the subject of this Agreement, each Mortgage
      Loan originally sold and subject to this Agreement being identified on the
      Mortgage Loan Schedule, which Mortgage Loan includes, without limitation, the
      Mortgage File, the Scheduled Payments, Principal Prepayments, Liquidation
      Proceeds, Subsequent Recoveries, Condemnation Proceeds, Insurance Proceeds,
      REO
      Disposition proceeds, Prepayment Charges, and all other rights, benefits,
      proceeds and obligations arising from or in connection with such Mortgage Loan,
      excluding replaced or repurchased Mortgage Loans.

     

    Mortgage
      Loan Schedule:
      A
      schedule of Mortgage Loans prepared by the Depositor, delivered to the Trustee
      on the Closing Date and referred to on Schedule I, such schedule setting
      forth for each Loan Group the Data Tape Information with respect to each
      Mortgage Loan.

     

    Mortgage
      Loan Seller:
      [   ], and its successors in interest.

     

    Credit
      Line Agreement:
      The
      note or other evidence of the indebtedness of a Mortgagor under a Mortgage
      Loan.

     

    Mortgage
      Rate:
      The
      annual rate of interest borne on a Credit Line Agreement, which shall be
      adjusted from time to time.

     

    Mortgaged
      Property:
      With
      respect to each Mortgage Loan, the real property (or leasehold estate, if
      applicable) identified on the Mortgage Loan Schedule as securing repayment
      of
      the debt evidenced by the related Credit Line Agreement.

     

    Mortgagor:
      The
      obligor(s) on a Credit Line Agreement.

     

    Net
      Monthly Excess Cash Flow:
      For any
      Distribution Date, the amount of interest and principal remaining for
      distribution pursuant to subsection 4.02[   ] (before giving
      effect to distributions pursuant to such subsection).


    
      
        
        

      

      
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    Net
      Prepayment Interest Shortfall:
      For any
      Distribution Date, the amount by which the sum of the Prepayment Interest
      Shortfalls for such Distribution Date exceeds the sum of Compensating Interest
      payments made with respect to such Distribution Date.

     

    [Net
      Swap Payment:
      With
      respect to each Swap Payment Date, the net payment (not including any Swap
      Termination Payment) required to be made pursuant to the terms of the Swap
      Agreement plus any unpaid amounts due on previous Swap Payment Dates and accrued
      interest thereon as provided in the Swap Agreement, as calculated by the Swap
      Counterparty and furnished to the Securities Administrator.]

     

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

     

    NIM
      Issuer:
      The
      entity established as the issuer of the NIM Securities.

     

    NIM
      Securities:
      Any
      debt securities secured or otherwise backed by some or all of the Class [X]
      and Class [P] Certificates that are rated by any Rating
      Agency.

     

    NIM
      Trustee:
      The
      Indenture trustee for the NIM Securities.

     

    Non-Delay
      Certificates:
      As
      specified in the Preliminary Statement.

     

    Non-Permitted
      Transferee:
      A
      Person other than a Permitted Transferee.

     

    Non-U.S.
      Person:
      A
      person that is not a U.S. Person.

     

    Nonrecoverable
      P&I Advance:
      Any
      P&I Advance previously made or proposed to be made in respect of a Mortgage
      Loan or REO Property that, in the good faith business judgment (taking into
      account Accepted Servicing Practices) of the Servicer, the Master Servicer,
      as
      successor servicer, or any successor master servicer including the Trustee,
      as
      applicable, will not or, in the case of a proposed P&I Advance, would not be
      ultimately recoverable from related Late Collections on such Mortgage Loan
      or
      REO Property as provided herein.

     

    Nonrecoverable
      Servicing Advance:
      Any
      Servicing Advances previously made or proposed to be made in respect of a
      Mortgage Loan or REO Property, which, in accordance with Accepted Servicing
      Practices, will not or, in the case of a proposed Servicing Advance, would
      not
      be ultimately recoverable from related Late Collections. 

     

    Notice
      of Final Distribution:
      The
      notice to be provided by the Securities Administrator pursuant to
      Section 11.02 to the effect that final distribution on any of the
      Certificates shall be made only upon presentation and surrender
      thereof.

     

    Offered
      Certificates:
      As
      specified in the Preliminary Statement.


    
      
        
        

      

      
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    Officer’s
      Certificate:
      A
      certificate signed by an officer of the Servicer or the Master Servicer, as
      applicable, with responsibility for the servicing of the Mortgage Loans and
      listed on a list delivered to the Trustee and the Securities Administrator
      pursuant to this Agreement.

     

    Opinion
      of Counsel:
      A
      written opinion of counsel, who may be in-house counsel for the Servicer or
      any
      Subservicer, reasonably acceptable to the Trustee and/or the Securities
      Administrator, as applicable (and/or such other Persons as may be set forth
      herein); provided,
      that
      any Opinion of Counsel relating to (a) qualification of any REMIC created
      hereby or (b) compliance with the REMIC Provisions, must be (unless
      otherwise stated in such Opinion of Counsel) an opinion of counsel who
      (i) is in fact independent of the Servicer or the Master Servicer,
      (ii) does not have any material direct or indirect financial interest in
      the Servicer or the Master Servicer or in an affiliate of either and
      (iii) is not connected with the Servicer or the Master Servicer as an
      officer, employee, director or person performing similar functions.

     

    Option
      to Purchase:
      On the
      first Optional Termination Date, the Master Servicer, at the option of and
      upon
      instruction by the Depositor, shall purchase
      the Mortgage Loans. If the Depositor fails to instruct the Master Servicer
      to
      purchase the Mortgage Loan, the Master Servicer has the right and, at its own
      option, may purchase the Mortgage Loans on the first Distribution Date following
      the Distribution Date on which the aggregate Stated Principal Balance of the
      Mortgage Loans as of the last day of the related Due Period is less than or
      equal to [   ]% of the aggregate Stated Principal Balance of the
      Mortgage Loans as of the Cut-off Date.

     

    Optional
      Termination Date:
      Any
      Distribution Date on which the aggregate Stated Principal Balance of the
      Mortgage Loans, as of the last day of the related Due Period, is less than
      or
      equal to [   ]% of the Cut-off Date Pool Principal
      Balance.

     

    OTS:
      Office
      of Thrift Supervision, and any successor thereto.

     

    Outstanding:
      With
      respect to the Certificates as of any date of determination, all Certificates
      theretofore executed and authenticated under this Agreement except:

     

    (i) Certificates
      theretofore canceled by the Securities Administrator or delivered to the
      Securities Administrator for cancellation; and

     

    (ii) Certificates
      in exchange for which or in lieu of which other Certificates have been executed
      and delivered by the Securities Administrator pursuant to this
      Agreement.

     

    Outstanding
      Mortgage Loan:
      As of
      any Due Date, a Mortgage Loan with a Stated Principal Balance greater than
      zero
      which was not the subject of a Principal Prepayment in Full prior to such Due
      Date and which did not become a Liquidated Mortgage Loan prior to such Due
      Date.

     

    Overcollateralization
      Amount:
      As of
      any Distribution Date, the excess, if any, of (a) the aggregate Stated
      Principal Balance of the Mortgage Loans for such Distribution Date over
      (b) the aggregate of the Class Certificate Balances of the LIBOR
      Certificates as of such Distribution Date (after giving effect to the payment
      of
      the Principal Remittance Amount on such Certificates on such Distribution
      Date).


    
      
        
        

      

      
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    Overcollateralization
      Deficiency:
      With
      respect to any Distribution Date, the excess, if any, of (a) the
      Overcollateralization Target Amount applicable to such Distribution Date over
      (b) the Overcollateralization Amount applicable to such Distribution
      Date.

     

    Overcollateralization
      Reduction Amount:
      With
      respect to any Distribution Date, an amount equal to the lesser of (a) the
      Excess Overcollateralization Amount and (b) the Net Monthly Excess Cash
      Flow.

     

    Overcollateralization
      Target Amount:
      Prior
      to the Stepdown Date, an amount equal to [   ]% of the aggregate
      Stated Principal Balance of the Mortgage Loans as of the Cut-off Date. On and
      after the Stepdown Date, an amount equal to the greater of (i)
      [   ]% of the aggregate Stated Principal Balance of the Mortgage
      Loans as of the last day of the related Due Period and (ii)
      $[   ]; provided,
      however,
      that
      if, on any Distribution Date, a Trigger Event exists, the Overcollateralization
      Target Amount shall not be reduced to the applicable percentage of then current
      aggregate Stated Principal Balance of the Mortgage Loans until the Distribution
      Date on which a Trigger Event no longer exists but rather shall remain the
      Overcollateralization Target Amount as determined for the immediately preceding
      Distribution Date. When the Class Certificate Balance of each Class of
      LIBOR Certificates has been reduced to zero, the Overcollateralization Target
      Amount will thereafter equal zero.

     

    Ownership
      Interest:
      As to
      any Residual Certificate, any ownership interest in such Certificate including
      any interest in such Certificate as the Holder thereof and any other interest
      therein, whether direct or indirect, legal or beneficial.

     

    P&I
      Advance:
      As to
      any Mortgage Loan or REO Property, any advance made by the Servicer in respect
      of any Remittance Date representing the aggregate of all payments of principal
      and interest, net of the Servicing Fee, that were due during the related Due
      Period on the Mortgage Loans and that were delinquent on the related
      Determination Date, plus certain amounts representing assumed payments not
      covered by any current net income on the Mortgaged Properties acquired by
      foreclosure or deed in lieu of foreclosure as determined pursuant to
      Section 4.01.

     

    PCAOB:
      The
      Public Company Accounting Oversight Board.

     

    Percentage
      Interest:
      As to
      any Certificate, the percentage interest evidenced thereby in distributions
      required to be made on the related Class, such percentage interest being set
      forth on the face thereof or equal to the percentage obtained by dividing the
      Denomination of such Certificate by the aggregate of the Denominations of all
      Certificates of the same Class.

     

    Permitted
      Investments:
      Any one
      or more of the following obligations or securities acquired at a purchase price
      of not greater than par, regardless of whether issued by the Servicer, the
      Securities Administrator, the Trustee or any of their respective
      Affiliates:

     

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


    
      
        
        

      

      
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    (ii) demand
      and time deposits in, certificates of deposit of, or bankers’ acceptances (which
      shall each have an original maturity of not more than 90 days and, in the
      case of bankers’ acceptances, shall in no event have an original maturity of
      more than 365 days or a remaining maturity of more than 30 days)
      denominated in United States dollars and issued by, any Depository Institution
      and rated F1+ by Fitch, A-1+ by Standard & Poor’s and P-1 by
      Moody’s;

     

    (iii) repurchase
      obligations with respect to any security described in clause (i) above
      entered into with a Depository Institution (acting as principal);

     

    (iv) securities
      bearing interest or sold at a discount that are issued by any corporation
      incorporated under the laws of the United States of America or any state thereof
      and that are rated by Fitch, Moody’s and Standard & Poor’s (in each case, to
      the extent they are designated as Rating Agencies in the Preliminary Statement),
      and by each other Rating Agency that rates such securities, in its highest
      long-term unsecured rating categories at the time of such investment or
      contractual commitment providing for such investment;

     

    (v) commercial
      paper (including both non-interest-bearing discount obligations and
      interest-bearing obligations payable on demand or on a specified date not more
      than 30 days after the date of acquisition thereof) that is rated by Fitch,
      Moody’s and Standard & Poor’s (in each case, to the extent they are
      designated as Rating Agencies in the Preliminary Statement), and by each other
      Rating Agency that rates such securities, in its highest short-term unsecured
      debt rating available at the time of such investment;

     

    (vi) units
      of
      money market funds, including money market funds managed or advised by the
      Trustee, the Securities Administrator or an Affiliate thereof, that have been
      rated “Aaa” by Moody’s, “AAA” by Standard & Poor’s and, if rated by
      Fitch, “AAA” by Fitch; and

     

    (vii) if
      previously confirmed in writing to the Securities Administrator, any other
      demand, money market or time deposit, or any other obligation, security or
      investment, as may be acceptable to each of the Rating Agencies as a permitted
      investment of funds backing “Aaa” or “AAA” rated securities;

     

    provided,
      however,
      that no
      instrument described hereunder shall evidence either the right to receive
      (a) only interest with respect to the obligations underlying such
      instrument or (b) both principal and interest payments derived from
      obligations underlying such instrument and the interest and principal payments
      with respect to such instrument provide a yield to maturity at par greater
      than
      120.00% of the yield to maturity at par of the underlying
      obligations.


    
      
        
        

      

      
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    Permitted
      Transferee:
      Any
      Person other than (i) the United States, any State or political subdivision
      thereof, or any agency or instrumentality of any of the foregoing, (ii) a
      foreign government, international organization or any agency or instrumentality
      of either of the foregoing, (iii) an organization (except certain farmers’
cooperatives described in Section 521 of the Code) which is exempt from tax
      imposed by Chapter 1 of the Code (including the tax imposed by Section 511
      of the Code on unrelated business taxable income) on any excess inclusions
      (as
      defined in Section 860E(c)(1) of the Code) with respect to any Residual
      Certificate, (iv) rural electric and telephone cooperatives described in
      Section 1381(a)(2)(C) of the Code, (v) a Person that is a Disqualified
      Non-U.S. Person or a U.S. Person with respect to whom income from a Residual
      Certificate is attributable to a foreign permanent establishment or fixed base,
      within the meaning of an applicable income tax treaty, of such Person or any
      other U.S. Person, (vi) an “electing large partnership” within the meaning
      of Section 775 of the Code and (vii) any other Person so designated by
      the Depositor based upon an Opinion of Counsel that the Transfer of an Ownership
      Interest in a Residual Certificate to such Person may cause either the Lower
      Tier REMIC or the Upper Tier REMIC to fail to qualify as a REMIC at any time
      that the Certificates are outstanding. The terms “United States”, “State” and
“international organization” shall have the meanings set forth in
      Section 7701 of the Code or successor provisions. A corporation will not be
      treated as an instrumentality of the United States or of any State or political
      subdivision thereof for these purposes if all of its activities are subject
      to
      tax and, with the exception of Freddie Mac, a majority of its board of directors
      is not selected by such government unit.

     

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

     

    Physical
      Certificates:
      As
      specified in the Preliminary Statement.

     

    Pool
      Stated Principal Balance:
      As to
      any Distribution Date, the aggregate of the Stated Principal Balances of the
      Mortgage Loans for such Distribution Date that were Outstanding Mortgage Loans
      on the Due Date in the related Due Period.

     

    Prepayment
      Charge:
      Any
      prepayment premium, penalty or charge collected by the Servicer with respect
      to
      a Mortgage Loan from a Mortgagor in connection with any Principal Prepayment
      pursuant to the terms of the related Credit Line Agreement.

     

    Prepayment
      Interest Excess:
      With
      respect to any Distribution Date, any interest collected by the Servicer with
      respect to any Mortgage Loan as to which a Principal Prepayment occurs from
      the
      [  ] day of the month through the [   ] day of the
      month in which such Distribution Date occurs and that represents interest that
      accrues from the 1st day of such month to the date of such Principal
      Prepayment.

     

    Prepayment
      Interest Shortfall:
      With
      respect to any Distribution Date, the sum of, for each Mortgage Loan that was,
      during the portion of the related Prepayment Period from the first day of such
      Prepayment Period through the last day of the month preceding the month in
      which
      such Distribution Date occurs, the subject of a Principal Prepayment which
      is
      not accompanied by an amount equal to one month of interest that would have
      been
      due on such Mortgage Loan on the Due Date that occurs during such Prepayment
      Period and which was applied by the Servicer to reduce the outstanding principal
      balance of such Mortgage Loan on a date preceding such Due Date, an amount
      equal
      to the product of (a) the Mortgage Rate net of the Servicing Fee Rate for
      such Mortgage Loan, (b) the amount of the Principal Prepayment for such
      Mortgage Loan, (c) 1/360 and (d) the number of days commencing on the
      date on which such Principal Prepayment was applied and ending on the last
      day
      of the calendar month in which the related Prepayment Period
      begins.


    
      
        
        

      

      
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    Prepayment
      Period:
      With
      respect to any Distribution Date and any Principal Prepayment, the period
      commencing on the [   ] day of the month preceding the month in
      which such Distribution Date occurs (or in the case of the first Distribution
      Date, commencing on the Cut-off Date) and ending on the [   ]th
      day of the month in which that Distribution Date occurs. 

     

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

     

    Principal
      Payment Amount:
      For any
      Distribution Date, the sum of (i) the Basic Principal Payment Amount for
      such Distribution Date and (ii) the Extra Principal Payment Amount for such
      Distribution Date.

     

    Principal
      Prepayment:
      Any
      full or partial payment or other recovery of principal on a Mortgage Loan
      (including upon liquidation of a Mortgage Loan) that is received in advance
      of
      its scheduled Due Date, excluding any Prepayment Charge thereon, and that is
      not
      accompanied by an amount of interest representing scheduled interest due on
      any
      date or dates in any month or months subsequent to the month of prepayment.
      

     

    Principal
      Prepayment in Full:
      Any
      Principal Prepayment made by a Mortgagor of the entire principal balance of
      a
      Mortgage Loan.

     

    Principal
      Remittance Amount:
      With
      respect to any Distribution Date, the amount equal to the sum of the following
      amounts (without duplication) with respect to the related Due Period:
      (i) each scheduled payment of principal on a Mortgage Loan due during such
      Due Period and received by the Servicer on or prior to the related Determination
      Date or advanced by the Servicer for the related Remittance Date, (ii) all
      Principal Prepayments received during the related Prepayment Period;
      (iii) all net Liquidation Proceeds, Condemnation Proceeds and Insurance
      Proceeds on the Mortgage Loans allocable to principal, and all Subsequent
      Recoveries, actually collected by the Servicer during the related Prepayment
      Period; (iv) the portion of the Repurchase Price allocable to principal
      with respect to each Mortgage Loan repurchased by the Mortgage Loan Seller
      or
      the Sponsor, as the case may be, that was repurchased on or prior to the related
      Determination Date; and (v) all Substitution Adjustment Amounts allocable
      to principal with respect to the substitutions of Mortgage Loans that occur
      on
      or prior to the related Determination Date; (vi) the allocable portion of
      the proceeds received with respect to the termination of the Trust Fund pursuant
      to clause (a) of Section 11.01 (to the extent such proceeds
      relate to principal).

     

    Private
      Certificates:
      As
      specified in the Preliminary Statement.

     

    Prospectus
      Supplement:
      The
      Prospectus Supplement, dated [   ], relating to the Offered
      Certificates.


    
      
        
        

      

      
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    PTCE:
      As
      defined in Section 5.02(b).

     

    Purchase
      Agreement:
      The
      mortgage loan purchase agreement, dated as of [   ], between the
      Depositor and the Sponsor.

     

    Purchase
      Price:
      With
      respect to all Additional Balances, at least 100% of the principal balance
      of
      such Additional Balances.

     

    Rapid
      Amortization Event:
      Any of
      those “Rapid Amortization Events” described in Section 7.01 of this
      Agreement.

     

    Rapid
      Amortization Period:
      With
      respect to the Certificates, the period which immediately follows the end of
      the
      Managed Amortization Period.

     

    Rating
      Agency:
      Each of
      the Rating Agencies specified in the Preliminary Statement. If such organization
      or a successor is no longer in existence, “Rating Agency” shall be such
      nationally recognized statistical rating organization, or other comparable
      Person, as is designated by the Depositor, notice of which designation shall
      be
      given to the Trustee and the Securities Administrator. References herein to
      a
      given rating or rating category of a Rating Agency shall mean such rating
      category without giving effect to any modifiers. For purposes of
      Section 12.05(c), the addresses for notices to each Rating Agency shall be
      the address specified therefor in the definition corresponding to the name
      of
      such Rating Agency, or such other address as either such Rating Agency may
      hereafter furnish to the Depositor and the Securities
      Administrator.

     

    Realized
      Losses:
      With
      respect to any date of determination and any Liquidated Mortgage Loan, the
      amount, if any, by which (a) the unpaid principal balance of such
      Liquidated Mortgage Loan together with accrued and unpaid interest thereon
      exceeds (b) the Liquidation Proceeds with respect thereto net of the
      expenses incurred by the Servicer in connection with the liquidation of such
      Liquidated Mortgage Loan and net of the amount of unreimbursed Servicing
      Advances with respect to such Liquidated Mortgage Loan.

     

    [Record
      Date:
      With
      respect to any Distribution Date, the close of business on the Business Day
      immediately preceding such Distribution Date; provided,
      however,
      that,
      for any Certificate issued in definitive form, the Record Date shall be the
      close of business on the last Business Day of the month preceding the month
      in
      which such applicable Distribution Date occurs (or, in the case of the first
      Distribution Date, the Closing Date).]

     

    Reference
      Bank:
      As
      defined in Section 4.04.

     

    Regulation
      AB:
      Subpart
      [   ] - Asset Backed Securities (Regulation AB),
      [   ] C.F.R. §§[   ], 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. [   ], [   ] Fed. Reg.
      [   ], [   ] ([   ]) or by the
      staff of the Commission, or as may be provided by the Commission or its staff
      from time to time.

     

    Regular
      Certificates:
      As
      specified in the Preliminary Statement.


    
      
        
        

      

      
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    Relevant
      Servicing Criteria:
      The
      Servicing Criteria applicable to the various parties, as set forth on Exhibit
      S
      attached hereto. For clarification purposes, multiple parties can have
      responsibility for the same Relevant Servicing Criteria. With respect to a
      Servicing Function Participant engaged by the Master Servicer, the Securities
      Administrator, the Custodian, the Trustee or the Servicer, the term “Relevant
      Servicing Criteria” may refer to a portion of the Relevant Servicing Criteria
      applicable to such parties.

     

    Relief
      Act Interest Shortfall:
      With
      respect to any Distribution Date and any Mortgage Loan, any reduction in the
      amount of interest collectible on such Mortgage Loan for the most recently
      ended
      Due Period as a result of the application of the Servicemembers Civil Relief
      Act
      or any applicable similar state statutes.

     

    REMIC:
      Each
      pool of assets in the Trust Fund designated as a REMIC pursuant to the
      Preliminary Statement.

     

    [REMIC
      1:
      As
      described in the Preliminary Statement.]

     

    [REMIC
      2:
      As
      described in the Preliminary Statement.]

     

    [REMIC
      2 Net Funds Cap:
      For any
      Distribution Date (and the related Interest Accrual Period) and any Class of
      Certificates, an amount equal to (i) the weighted average of the interest rates
      on the Lower Tier Interests in REMIC 2 (other than any interest-only regular
      interest), weighted in proportion to their Class Principal Amounts as of the
      beginning of the related Interest Accrual Period, multiplied by (ii) an amount
      equal to (a) 30, divided by (b) the actual number of days in the Interest
      Accrual Period.]

     

    [REMIC
      3:
      As
      described in the Preliminary Statement.]

     

    REMIC
      Provisions:
      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
      promulgated thereunder, as the foregoing may be in effect from time to time
      as
      well as provisions of applicable state laws.

     

    Remittance
      Date:
      With
      respect to any Distribution Date, the [   ] day of the month in
      which such Distribution Date occurs, or, if the [   ] is not a
      Business Day, the immediately succeeding Business Day. 

     

    REO
      Disposition:
      The
      final sale by the Servicer of any REO Property.

     

    REO
      Imputed Interest:
      As to
      any REO Property, for any period, an amount equivalent to interest (at the
      Mortgage Rate net of the applicable Servicing Fee Rate that would have been
      applicable to the related Mortgage Loan had it been outstanding) on the unpaid
      principal balance of the Mortgage Loan as of the date of acquisition thereof
      (as
      such balance is reduced pursuant to Section 3.17 by any income from the REO
      Property treated as a recovery of principal).


    
      
        
        

      

      
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    REO
      Mortgage Loan:
      A
      Mortgage Loan where title to the related Mortgaged Property has been obtained
      by
      the Servicer in the name of the Trustee on behalf of the
      Certificateholders.

     

    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.

     

    Replacement
      Receipts:
      As
      defined in Section 4.08.

     

    Replacement
      Receipts Account:
      As
      defined in Section 4.08.

     

    Reportable
      Event:
      As
      defined in Section 8.12(a)(iii).

     

    Reporting
      Servicer:
      As
      defined in Section 8.12(a)(ii).

     

    Repurchase
      Price:
      With
      respect to any Mortgage Loan, an amount equal to the sum of (i) the unpaid
      principal balance of such Mortgage Loan as of the date of repurchase,
      (ii) interest on such unpaid principal balance of such Mortgage Loan at the
      Mortgage Rate from the last date through which interest has been paid to the
      date of repurchase, (iii) all unreimbursed Servicing Advances and
      (iv) all expenses incurred by the Master Servicer, the Servicer or Trustee
      arising out of the Master Servicer’s, the Servicer’s or Trustee’s enforcement of
      the Mortgage Loan Seller’s repurchase obligation hereunder.

     

    Request
      for Release:
      The
      Request for Release submitted by the Servicer to the Trustee, substantially
      in
      the form of Exhibit J.

     

    Residual
      Certificates:
      As
      specified in the Preliminary Statement.

     

    Responsible
      Officer:
      When
      used with respect to the Trustee, the Securities Administrator, the Master
      Servicer, any vice president, any assistant vice president, any assistant
      secretary, any assistant treasurer, any associate, or any other officer of
      the
      Trustee, the Securities Administrator or the Master Servicer customarily
      performing functions similar to those performed by any of the above designated
      officers who at such time shall be officers to whom, with respect to a
      particular matter, such matter is referred because of such officer’s knowledge
      of and familiarity with the particular subject and who shall have direct
      responsibility for the administration of this Agreement.

     

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

     

    Rule 144A
      Letter:
      As
      defined in Section 5.02(b).

     

    Sarbanes-Oxley
      Certification:
      As
      defined in Section 3.24.

     

    Scheduled
      Payment:
      The
      scheduled monthly payment on a Mortgage Loan due on any Due Date allocable
      to
      principal and/or interest on such Mortgage Loan which, unless otherwise
      specified herein, shall give effect to any related Debt Service Reduction and
      any Deficient Valuation that affects the amount of the monthly payment due
      on
      such Mortgage Loan.


    
      
        
        

      

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

     

    Securities
      Administrator:
      [   ], and if a successor securities administrator is appointed
      hereunder, such successor.

     

    Securities
      Administrator Float Period:
      With
      respect to the Distribution Date and the related amounts in the Distribution
      Account, the period commencing on the Remittance Date immediately preceding
      such
      Distribution Date and ending on such Distribution Date. 

     

    Senior
      Interest Payment Amount:
      With
      respect to any Distribution Date and any Class of Class [A]
      Certificates, the sum of the Interest Payment Amount and the Interest Carry
      Forward Amount, if any, for that Distribution Date for that Class.

     

    Servicer:
      [   ], and its successors in interest, and if a successor
      servicer is appointed hereunder, such successor.

     

    Servicer
      Remittance Report:
      As
      defined in Section 4.03(d).

     

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

     

    Servicing
      Advances:
      The
      reasonable “out-of-pocket” costs and expenses (including legal fees) incurred by
      the Servicer in the performance of its servicing obligations in connection
      with
      a default, delinquency or other unanticipated event, including, but not limited
      to, the cost of (i) the maintenance, preservation, restoration, inspection
      and protection of a Mortgaged Property, (ii) any enforcement or judicial
      proceedings, including foreclosures and litigation, in respect of a particular
      Mortgage Loan, (iii) the management (including reasonable fees in
      connection therewith) and liquidation of any REO Property and (iv) the
      performance of its obligations under Sections 3.01, 3.09, 3.13 and 3.15.
      The Servicing Advances shall also include any reasonable “out-of-pocket” costs
      and expenses (including legal fees) incurred by the Servicer in connection
      with
      executing and recording instruments of satisfaction, deeds of reconveyance
      or
      Assignments of Mortgage in connection with any satisfaction or foreclosure
      in
      respect of any Mortgage Loan to the extent not recovered from the Mortgagor
      or
      otherwise payable under this Agreement and obtaining or correcting any legal
      documentation required to be included in the Mortgage File and necessary for
      the
      Servicer to perform its obligations under this Agreement. The Servicer shall
      not
      be required to make any Nonrecoverable Servicing Advances.

     

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


    
      
        
        

      

      
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    Servicing
      Fee:
      With
      respect to each Mortgage Loan and for any calendar month, an amount equal to
      one
      month’s interest (or in the event of any payment of interest which accompanies a
      Principal Prepayment made by the Mortgagor during such calendar month, interest
      for the number of days covered by such payment of interest) at the Servicing
      Fee
      Rate on the applicable Stated Principal Balance of such Mortgage Loan as of
      the
      first day of such calendar month. Such fee shall be payable monthly, and shall
      be prorated for any portion of a month during which the Mortgage Loan is
      serviced by the Servicer under this Agreement. The Servicing Fee is payable
      solely from the interest portion (including recoveries with respect to interest
      from Liquidation Proceeds, Subsequent Recoveries, Insurance Proceeds,
      Condemnation Proceeds and proceeds received with respect to REO Properties)
      of such Scheduled Payment collected by the Servicer, or as otherwise provided
      under Section 3.11.

     

    Servicing
      Fee Rate:
      [   ]% per annum.

     

    Servicing
      File:
      With
      respect to each Mortgage Loan, the file retained by the Servicer consisting
      of
      originals or copies of all documents in the Mortgage File which are not
      delivered to the Custodian on behalf of the Trustee in the Custodial File and
      copies of the Mortgage Loan Documents set forth in Exhibit K
      hereto.

     

    Servicing
      Function Participant:
      Any
      Sub-Servicer, Subcontractor or any other Person, other than each Servicer,
      the
      Master Servicer, the Trustee and the Securities Administrator, that is
      performing any activities addressed by the Servicing Criteria, unless such
      Person’s activities relate only to 5% or less of the Mortgage Loans.


     

    Servicing
      Officer:
      Any
      officer of the Servicer involved in, or responsible for, the administration
      and
      servicing of the Mortgage Loans whose name and facsimile signature appear on
      a
      list of servicing officers furnished to the Master Servicer and the Trustee
      by
      the Servicer on the Closing Date pursuant to this Agreement, as such list may
      from time to time be amended.

     

    Similar
      Law:
      As
      defined in Section 5.02(b).

     

    60+
      Day Delinquent Mortgage Loan:
      Each
      Mortgage Loan with respect to which any portion of a Scheduled Payment is,
      as of
      the last day of the prior Due Period, two months or more past due (without
      giving effect to any grace period), each Mortgage Loan in foreclosure, each
      Mortgage Loan related to REO Property and each Mortgage Loan where the related
      Mortgagor has filed for bankruptcy.

     

    Sponsor:
      [             ],
      a [   ], and its successors in interest. 

     

    Standard &
      Poor’s:
      Standard & Poor’s Ratings Services, a division of The McGraw-Hill
      Companies, Inc. If Standard & Poor’s is designated as a Rating Agency
      in the Preliminary Statement, for purposes of Section 12.05(c) the address
      for notices to Standard & Poor’s shall be Standard & Poor’s,
      55 Water Street, New York, New York 10041, Attention: Residential Mortgage
      Surveillance Group -
      [             ],
      or such other address as Standard & Poor’s may hereafter furnish to the
      Depositor and the Securities Administrator.

     

    Standard &
      Poor’s Glossary:
      The
      Standard & Poor’s LEVELS® Glossary, as may be in effect from time to
      time.


    
      
        
        

      

      
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    Startup
      Day:
      The
      Closing Date.

     

    Stated
      Principal Balance:
      As to
      each Mortgage Loan and as of any date of determination, (i) the principal
      balance of the Mortgage Loan at the Cut-off Date after giving effect to payments
      of principal due on or before such date (whether or not received), minus
      (ii) all amounts previously remitted to the Securities Administrator with
      respect to the related Mortgage Loan representing payments or recoveries of
      principal including advances in respect of scheduled payments of principal.
      For
      purposes of any Distribution Date, the Stated Principal Balance of any Mortgage
      Loan will give effect to any scheduled payments of principal received by the
      Servicer on or prior to the related Determination Date or advanced by the
      Servicer for the related Remittance Date and any unscheduled principal payments
      and other unscheduled principal collections received during the related
      Prepayment Period, and the Stated Principal Balance of any Mortgage Loan that
      has prepaid in full or has become a Liquidated Mortgage Loan during the related
      Prepayment Period shall be zero.

     

    Stepdown
      Date:
      The
      earlier to occur of (i) the first Distribution Date following the Distribution
      Date on which the aggregate Class Certificate Balances of the
      Class [A] Certificates have been reduced to zero and (ii) the later to
      occur of (a) the Distribution Date in [   ] and (b) the first
      Distribution Date on which the Credit Enhancement Percentage for the Class
      [A]
      Certificates (calculated for this purpose only after taking into account
      payments of principal applied to reduce the Stated Principal Balance of the
      Mortgage Loans for that Distribution Date but prior to any applications of
      Principal Payment Amounts to the Certificates on that Distribution Date) is
      greater than or equal to [   ]%.

     

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

     

    Subsequent
      Recovery:
      With
      respect to any Mortgage Loan or related Mortgaged Property that became a
      Liquidated Mortgage Loan or was otherwise disposed of, all amounts received
      in
      respect of such Liquidated Mortgage Loan after an Applied Realized Loss Amount
      related to such Mortgage Loan or Mortgaged Property is allocated to reduce
      the
      Class Certificate Balance of any Class of Class [M] Certificates.
      Any Subsequent Recovery that is received during a Prepayment Period will be
      included as part of the Principal Remittance Amount for the related Distribution
      Date.

     

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

     

    Subservicing
      Account:
      As
      defined in Section 3.08.

     

    Subservicing
      Agreement:
      As
      defined in Section 3.02(a).


    
      
        
        

      

      
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    Substitute
      Mortgage Loan:
      A
      Mortgage Loan substituted by the Mortgage Loan Seller or the Sponsor for a
      Deleted Mortgage Loan which must, on the date of such substitution, as confirmed
      in a Request for Release, substantially in the form of Exhibit J,
      (i) have a Stated Principal Balance, after deduction of all Scheduled
      Payments due in the month of substitution, not in excess of the Stated Principal
      Balance of the Deleted Mortgage Loan; (ii) be accruing interest at a rate
      not lower than and not more than [1.00]% higher than that of the Deleted
      Mortgage Loan; (iii) have a remaining term to maturity not greater than
      (and not more than one year less than) that of the Deleted Mortgage Loan;
      (iv) be of the same type as the Deleted Mortgage Loan; and (v) comply
      with each representation and warranty set forth in
      Section 2.03.

     

    Substitution
      Adjustment Amount:  As
      defined in Section 2.03.

     

    Supplemental
      Interest Trust:
      The
      corpus of a trust created pursuant to Section 4.06 of this Agreement and
      designated as the “Supplemental Interest Trust,” consisting of the Swap
      Agreement, the Supplemental Interest Trust Account, the right to receive the
      Class X Distributable Amount as provided in Section 4.02(a)(iii)(F), the Class
      LT3-I Interest in REMIC 3 and the right to receive Class I
      Shortfalls.

     

    Supplemental
      Interest Trust Account:
      The
      account created pursuant to Section 4.06 of this Agreement.

     

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

     

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

     

    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
      the
      [             ].

     

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

     

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

     

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


    
      
        
        

      

      
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    Swap
      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 Distribution Dates and accrued interest thereon as provided
      in
      the Swap Agreement, as calculated by the Swap Counterparty and furnished to
      the
      Securities Administrator.

     

    Tax
      Matters Person:
      The
      Holder of the Class R Certificates designated as “tax matters person” of
      each REMIC created hereunder in the
      manner  provided  under  Treasury  Regulations  Section 1.860F-4(d)  and Treasury  Regulations
      Section 301.6231(a)(7)-1.

     

    Tax
      Service Contract:
      As
      defined in Section 3.09(a).

     

    Telerate
      Page 3750:
      The
      display page currently so designated on the Bridge Telerate Service (or
      such other page as may replace that page on that service for
      displaying comparable rates or prices).

     

    Termination
      Price:
      As
      defined in Section 11.01.

     

    Termination
      Receipts:
      As
      defined in Section 4.08.

     

    Termination
      Receipts Account:
      As
      defined in Section 4.08.

     

    Total
      Monthly Excess Spread:
      As to
      any Distribution Date, an amount equal to the excess, if any, of (i) the
      interest on the Mortgage Loans (other than Prepayment Interest Excesses)
      received by the Servicer on or prior to the related Determination Date or
      advanced by the Servicer for the related Remittance Date (net of Expense Fees)
      over (ii) the sum of the amounts payable to the Certificates pursuant to
      Section 4.02[   ] on such Distribution Date.

     

    Transfer:
      Any
      direct or indirect transfer or sale of any Ownership Interest in a Residual
      Certificate.

     

    Transfer
      Affidavit:
      As
      defined in Section 5.02(c).

     

    Transferor
      Certificate:
      As
      defined in Section 5.02(b).

     

    [Trigger
      Event:
      Either
      a Cumulative Loss Trigger Event or a Delinquency Trigger Event.]

     

    Trust:
      The
      express trust created hereunder in Section 2.01(c).

     

    Trust
      Fund:
      The
      corpus of the trust created hereunder consisting of (i) the Mortgage Loans
      and all interest and principal with respect thereto received on or after the
      related Cut-off Date, other than such amounts which were due on the Mortgage
      Loans on or prior to the related Cut-off Date; (ii) the Collection Account,
      [Excess Reserve Fund Account], the Distribution Account, the Termination
      Receipts Amount and the Replacement Receipts Amount and all amounts deposited
      therein pursuant to the applicable provisions of this Agreement;
      (iii) property that secured a Mortgage Loan and has been acquired by
      foreclosure, deed-in-lieu of foreclosure or otherwise; (iv) the Depositor’s
      rights under the Purchase Agreement; (v) the Insurance Policies; and
      (vi) all proceeds of the conversion, voluntary or involuntary, of any of
      the foregoing.


    
      
        
        

      

      
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    Trustee:
      [             ],
      a
      [               ],
      and its successors in interest and, if a successor trustee is appointed
      hereunder, such successor.

     

    Underwriters’
      Exemption:
      Any
      exemption listed under footnote 1 of, and amended by, Prohibited Transaction
      Exemption [   ], as amended by [   ], PTE
      [   ] and PTE [   ], or any successor
      exemption.

     

    Unpaid
      Realized Loss Amount:
      With
      respect to any Class of Class [M] Certificates and as to any
      Distribution Date, is the excess of (i) Applied Realized Loss Amounts with
      respect to such Class over (ii) the sum of (a) all distributions
      in reduction of such Applied Realized Loss Amounts on all previous Distribution
      Dates, and (b) the amount by which the Class Certificate Balance of
      such Class has been increased due to the distribution of any Subsequent
      Recoveries on all previous Distribution Dates. Any amounts distributed to a
      Class of Class M Certificates in respect of any Unpaid Realized Loss
      Amount will not be applied to reduce the Class Certificate Balance of such
      Class.

     

    [Upper
      Tier REMIC:
      As
      described in the Preliminary Statement.]

     

    [Upper
      Tier REMIC Regular Interest:
      As
      described in the Preliminary Statement.]

     

    U.S.
      Person:
      (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 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.

     

    Voting
      Rights:
      The
      portion of the voting rights of all of the Certificates which is allocated
      to
      any Certificate. As of any date of determination, [   ]% of all
      Voting Rights shall be allocated to each of the Class [X], Class [P] and
      Class [R] Certificates, if any (such Voting Rights to be allocated among the
      holders of Certificates of each such Class in accordance with their
      respective Percentage Interests) and the remaining Voting Rights shall be
      allocated among Holders of the remaining Classes of Certificates in proportion
      to the Certificate Balances of their respective Certificates on such
      date.


    
      
        
        

      

      
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    ARTICLE
      II

     

    CONVEYANCE
      OF MORTGAGE LOANS;

    REPRESENTATIONS
      AND WARRANTIES

     

     

    Section
      2.01 Conveyance
      of Mortgage Loans.
      (a) The Depositor, concurrently with the execution and delivery hereof,
      hereby sells, transfers, assigns, sets over and otherwise conveys to the Trustee
      for the benefit of the Certificateholders, without recourse, all the right,
      title and interest of the Depositor in and to the Trust Fund.

     

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

     

    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 Purchase
      Agreement, including the right to enforce the Sponsor’s obligation to repurchase
      or substitute defective Mortgage Loans under Section 5 of the Purchase
      Agreement. The Trustee hereby accepts such assignment, and as set forth herein
      in Section 2.03(k), shall be entitled to exercise all the rights of the
      Depositor under the Purchase Agreement as if, for such purpose, it were the
      Depositor.

     

    (b) In
      connection with the transfer and assignment of each Mortgage Loan, the Depositor
      has delivered or caused to be delivered to the Custodian for the benefit of
      the
      Certificateholders the following documents or instruments with respect to each
      Mortgage Loan so assigned:

     

    (i) the
      original Credit Line Agreement bearing all intervening endorsements necessary
      to
      show a complete chain of endorsements from the original payee, endorsed in
      blank, “Pay to the order of _____________, without recourse”, and, if previously
      endorsed, signed in the name of the last endorsee by a duly qualified officer
      of
      the last endorsee;

     

    (ii) the
      original Assignment of Mortgage for each Mortgage Loan, in form and substance
      acceptable for recording. The Mortgage shall be assigned, with assignee’s name
      left blank;

    


    
      
        
          
          

        

        
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    (iii) the
      original of each guarantee executed in connection with the Credit Line
      Agreement, if any;

     

    (iv) the
      original recorded Mortgage, with evidence of recording thereon. If in connection
      with any Mortgage Loan, the original Mortgage cannot be delivered 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 or because such public
      recording office retains the original recorded Mortgage, the Mortgage Loan
      Seller shall deliver or cause to be delivered to the Custodian, (A) in the
      case of a delay caused by the public recording office, a copy of such Mortgage
      certified by the Mortgage Loan Seller, escrow agent, title insurer or closing
      attorney to be a true and complete copy of the original recorded Mortgage and
      (B) in the case where a public recording office retains the original
      recorded Mortgage or in the case where a Mortgage is lost after recordation
      in a
      public recording office, a copy of such Mortgage certified by such public
      recording office to be a true and complete copy of the original recorded
      Mortgage;

     

    (v) originals
      or a certified copy of each modification agreement, if any;

     

    (vi) the
      originals of all intervening assignments of Mortgage with evidence of recording
      thereon evidencing a complete chain of ownership from the originator of the
      Mortgage Loan to the last assignee, or if any such intervening assignment of
      Mortgage has not been returned from the applicable public recording office
      or
      has been lost or if such public recording office retains the original recorded
      intervening assignments of Mortgage, a photocopy of such intervening assignment
      of Mortgage, together with (A) in the case of a delay caused by the public
      recording office, an officer’s certificate of the Mortgage Loan Seller, escrow
      agent, closing attorney or the title insurer insuring the Mortgage stating
      that
      such intervening assignment of Mortgage has been delivered to the appropriate
      public recording office for recordation and that such original recorded
      intervening assignment of Mortgage or a copy of such intervening assignment
      of
      Mortgage certified by the appropriate public recording office to be a true
      and
      complete copy of the original recorded intervening assignment of Mortgage will
      be promptly delivered to the Custodian upon receipt thereof by the party
      delivering the officer’s certificate or by the Mortgage Loan Seller; or
      (B) in the case of an intervening assignment of mortgage where a public
      recording office retains the original recorded intervening assignment of
      Mortgage or in the case where an intervening assignment of Mortgage is lost
      after recordation in a public recording office, a copy of such intervening
      assignment of Mortgage with recording information thereon certified by such
      public recording office to be a true and complete copy of the original recorded
      intervening assignment of Mortgage;

     

    (vii) if
      the
      Credit Line Agreement, the Mortgage, any Assignment of Mortgage or any other
      related document has been signed by a Person on behalf of the Mortgagor, the
      copy of the power of attorney or other instrument that authorized and empowered
      such Person to sign;

    


    
      
        
          
          

        

        
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    (viii) the
      original lender’s title insurance policy (or a marked title insurance
      commitment, in the event that an original lender’s title insurance policy has
      not yet been issued) in the form of an ALTA mortgage title insurance policy,
      containing all required endorsements and insuring the Trustee and its successors
      and assigns as to the first priority lien of the Mortgage in the original
      principal amount of the Mortgage Loan;

     

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

     

    (x) original
      of any security agreement, chattel mortgage or equivalent document executed
      in
      connection with the Mortgage, if any.

     

    To
      the
      extent not previously delivered to the Sponsor pursuant to the Master MLPSA,
      the
      Mortgage Loan Seller shall promptly upon receipt from the respective recording
      office cause to be delivered to the Custodian the original recorded document
      described in clauses (iv) and (vi) above.

     

    From
      time
      to time, the Mortgage Loan Seller, the Depositor or the Servicer, as applicable,
      shall forward to the Custodian additional original documents, additional
      documents evidencing an assumption, modification, consolidation or extension
      of
      a Mortgage Loan, in accordance with the terms of this Agreement upon receipt
      of
      such documents. All such mortgage documents held by the Custodian as to each
      Mortgage Loan shall constitute the “Custodial
      File”.

     

    To
      the
      extent not previously delivered to the Sponsor pursuant to the Master MLPSA,
      on
      or prior to the Closing Date, the Mortgage Loan Seller shall deliver to the
      Custodian Assignments of Mortgages, in blank, for each Mortgage Loan. No later
      than thirty (30) Business Days following the later of the Closing Date and
      the
      date of receipt by the Servicer of the complete recording information for a
      Mortgage, the Servicer shall promptly submit or cause to be submitted for
      recording, at the expense of the Mortgage Loan Seller and at no expense to
      the
      Trust Fund, the Trustee, the Servicer or the Depositor, in the appropriate
      public office for real property records, each Assignment of Mortgage referred
      to
      in Section 2.01(b)(ii). Notwithstanding the foregoing, however, for
      administrative convenience and facilitation of servicing and to reduce closing
      costs, the Assignments of Mortgage shall not be required to be completed and
      submitted for recording with respect to any Mortgage Loan if the Trustee
      and each Rating Agency have received an Opinion of Counsel, satisfactory in
      form
      and substance to the Trustee and each Rating Agency to the effect that the
      recordation of such Assignments of Mortgage in any specific jurisdiction is
      not
      necessary to protect the Trust Fund’s interest in the related Credit Line
      Agreement. If the Assignment of Mortgage is to be recorded, the Mortgage shall
      be assigned by the Mortgage Loan Seller, at the expense of the Mortgage Loan
      Seller, to
“[                ],
      as trustee under the Pooling and Servicing Agreement dated as of
      [   ], for Structured Asset Securities Corporation Trust
      [   ]”. In the event that any such Assignment of Mortgage is lost
      or returned unrecorded because of a defect therein, the Mortgage Loan Seller
      shall promptly cause to be delivered a substitute Assignment of Mortgage to
      cure
      such defect and thereafter cause each such assignment to be duly recorded at
      no
      expense to the Trust Fund.

    


    
      
        
          
          

        

        
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    In
      the
      event that such original or copy of any document submitted for recordation
      to
      the appropriate public recording office is not so delivered to the Trustee
      within 180 days (or such other time period as may be required by any Rating
      Agency) following the Closing Date, and in the event that the Mortgage Loan
      Seller does not cure such failure within 30 days of discovery or receipt of
      written notification of such failure from the Depositor, the related Mortgage
      Loan shall, upon the request of the Depositor, be repurchased by the Mortgage
      Loan Seller at the price and in the manner specified in Section 2.03. The
      foregoing repurchase obligation shall not apply in the event that the Mortgage
      Loan Seller cannot deliver such original or copy of any document submitted
      for
      recordation to the appropriate public recording office within the specified
      period due to a delay caused by the recording office in the applicable
      jurisdiction; provided,
      that
      the Mortgage Loan Seller shall instead deliver a recording receipt of such
      recording office or, if such recording receipt is not available, an officer’s
      certificate of an officer of the Mortgage Loan Seller, confirming that such
      document has been accepted for recording.

     

    Notwithstanding
      anything to the contrary contained in this Section 2.01, in those instances
      where the public recording office retains or loses the original Mortgage or
      assignment after it has been recorded, the obligations of the Mortgage Loan
      Seller shall be deemed to have been satisfied upon delivery by the Mortgage
      Loan
      Seller to the Trustee, prior to the Closing Date of a copy of such Mortgage
      or
      assignment, as the case may be, certified (such certification to be an original
      thereof) by the public recording office to be a true and complete copy of the
      recorded original thereof.

     

    (c) The
      Depositor does hereby establish, pursuant to the further provisions of this
      Agreement and the laws of the State of New York, an express trust (the
“Trust”)
      to be
      known, for convenience, as “Structured Asset Securities Corporation Trust
      [   ]” and [   ] is hereby appointed as Trustee
      and [   ] is appointed as Securities Administrator in accordance
      with the provisions of this Agreement. The parties hereto acknowledge and agree
      that it is the policy and intention of the Trust to acquire only Mortgage Loans
      meeting the requirements set forth in this Agreement, including without
      limitation, the representations and warranties set forth in the Schedules
      hereto.

     

    (d) The
      Trust
      shall have the capacity, power and authority, and the Trustee on behalf of
      the
      Trust is hereby authorized, to accept the sale, transfer, assignment, set over
      and conveyance by the Depositor to the Trust of all the right, title and
      interest of the Depositor in and to the Trust Fund (including, without
      limitation, the Mortgage Loans) pursuant to Section 2.01(a). 

     

    Section
      2.02 Acceptance
      by the Trustee of the Mortgage Loans.
      The Custodian shall acknowledge, on the Closing Date, receipt by the Custodian
      of the documents identified in the Initial Certification in the form annexed
      hereto as Exhibit E (“Initial
      Certification”),
      and
      declares that it holds and will hold such documents and the other documents
      delivered to it pursuant to Section 2.01, and that it holds or will hold
      such other assets as are included in the Trust Fund, in trust for the exclusive
      use and benefit of all present and future Certificateholders. The Custodian
      shall maintain possession of the related Credit Line Agreements in the State
      of
      [   ], unless otherwise permitted by the Rating
      Agencies.

    


    
      
        
          
          

        

        
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    In
      connection with the Closing Date, the Custodian shall be required to deliver
      via
      facsimile (with original to follow the next Business Day) to the Depositor
      an
      Initial Certification prior to the Closing Date, or, as the Depositor agrees
      on
      the Closing Date, certifying receipt of a Credit Line Agreement and Assignment
      of Mortgage for each Mortgage Loan. The Custodian shall not be responsible
      to
      verify the validity, sufficiency or genuineness of any document in any Custodian
      File.

     

    Within
      90 days after the Closing Date, the Custodian shall ascertain that all
      documents identified in the Document Certification and Exception Report in
      the
      form attached hereto as Exhibit F are in its possession, and shall deliver
      to the Depositor, the Mortgage Loan Seller and the Servicer a Document
      Certification and Exception Report, in the form annexed hereto as
      Exhibit F, to the effect that, as to each Mortgage Loan listed in the
      Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any
      Mortgage Loan specifically identified in such certification as an exception
      and
      not covered by such certification): (i) all documents identified in the
      Document Certification and Exception Report and required to be reviewed by
      it
      are in its possession; (ii) such documents have been reviewed by it and
      appear regular on their face and relate to such Mortgage Loan; (iii) based
      on its examination and only as to the foregoing documents, the information
      set
      forth in items (1), (2), (3), (15), (18) and (22) of the Data Tape
      Information respecting such Mortgage Loan is correct; and (iv) each Credit
      Line Agreement has been endorsed as provided in Section 2.01 of this
      Agreement. Neither the Trustee nor the Custodian shall be responsible to verify
      the validity, sufficiency or genuineness of any document in any Custodial
      File.

     

    The
      Custodian shall retain possession and custody of each Custodial File in
      accordance with and subject to the terms and conditions set forth herein. The
      Servicer shall promptly deliver to the Custodian, upon the execution or receipt
      thereof, the originals of such other documents or instruments constituting
      the
      Custodial File as come into the possession of the Servicer from time to
      time.

     

    The
      Mortgage Loan Seller shall deliver to the Servicer copies of all trailing
      documents required to be included in the Custodial File at the same time the
      original or certified copies thereof are delivered to the Custodian, including
      but not limited to such documents as the title insurance policy and any other
      Mortgage Loan documents upon return from the public recording office. The
      documents shall be delivered by the Mortgage Loan Seller at such Mortgage Loan
      Seller’s expense to the Servicer.

     

    Section
      2.03 Representations,
      Warranties and Covenants of the Mortgage Loan Seller and the Servicer; Remedies
      for Breaches of Representations and Warranties with Respect to the Mortgage
      Loans.
      (a) [     ], in its capacity as Servicer makes the
      representations and warranties set forth in Schedule II
      hereto,
      to the Depositor, the Master Servicer, the Securities Administrator and the
      Trustee as of the Closing Date.

     

    (b) [   
       ], in its capacity as Mortgage Loan Seller, makes the representations and
      warranties set forth in Schedule III and Schedule IV hereto, to the
      Depositor, the Master Servicer, the Securities Administrator and the Trustee
      as
      of the date specified therein.

    


    
      
        
          
          

        

        
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    (c) It
      is
      understood and agreed by the Servicer and the Mortgage Loan Seller that the
      representations and warranties set forth in this Section 2.03 shall survive
      the transfer of the Mortgage Loans by the Depositor to the Trustee on the
      Closing Date, and shall inure to the benefit of the Depositor, the Trustee
      and
      the Trust Fund notwithstanding any restrictive or qualified endorsement on
      any
      Credit Line Agreement or Assignment of Mortgage or the examination or failure
      to
      examine any Mortgage File. Upon discovery by the Mortgage Loan Seller, the
      Depositor, the Securities Administrator, the Trustee, the Master Servicer or
      the
      Servicer of a breach of any of the foregoing representations and warranties,
      the
      party discovering such breach shall give prompt written notice to the
      others.

     

    (d) Within
      30 days of the earlier of either discovery by or notice to the Mortgage
      Loan Seller that any Mortgage Loan does not conform to the requirements as
      determined in the Custodian’s review of the related Custodial File or within
      60 days of the earlier of either discovery by or notice to the Mortgage
      Loan Seller of any breach of a representation or warranty referred to in
      Section 2.03(b) that materially and adversely affects the value of any
      Mortgage Loan or the interest of the Trustee or the Certificateholders therein,
      the Mortgage Loan Seller shall use its best efforts to cause to be remedied
      a
      material defect in a document constituting part of a Mortgage File or promptly
      to cure such breach in all material respects and, if such defect or breach
      cannot be remedied, the Mortgage Loan Seller shall, at the Depositor’s option as
      specified in writing and provided to the Mortgage Loan Seller and the Trustee,
      (i) if such 30- or 60-day period, as applicable, expires prior to the
      second anniversary of the Closing Date, remove such Mortgage Loan (a
“Deleted
      Mortgage Loan”)
      from
      the Trust Fund and substitute in its place a Substitute Mortgage Loan, in the
      manner and subject to the conditions set forth in this Section 2.03; or
      (ii) repurchase such Mortgage Loan at the Repurchase Price; provided,
      however,
      that
      any such substitution pursuant to clause (i) above shall not be
      effected prior to the delivery to the Custodian of a Request for Release
      substantially in the form of Exhibit J, and the delivery of the Mortgage
      File to the Custodian for any such Substitute Mortgage Loan. Notwithstanding
      the
      foregoing, a breach (i) which causes a Mortgage Loan not to constitute a
“qualified mortgage” within the meaning of Section 860G(a)(3) of the Code
      or (ii) of any of the representations and warranties set forth in clauses
 [   ] of Schedule III with respect to a Group I Mortgage
      Loan, will be deemed automatically to materially and adversely affect the value
      of such Mortgage Loan and the interests of the Trustee and Certificateholders
      in
      such Mortgage Loan, requiring the repurchase or substitution of such Mortgage
      Loan by the Mortgage Loan Seller. In the event that the Trustee receives notice
      of a breach by the Mortgage Loan Seller of any of the representations and
      warranties described in the immediately preceding sentence, the Trustee shall
      give notice of such breach to the Mortgage Loan Seller and request the Mortgage
      Loan Seller to substitute such Mortgage Loan or to repurchase such Mortgage
      Loan
      at the Repurchase Price within sixty (60) days of the receipt of such
      notice. The Mortgage Loan Seller shall repurchase each such Mortgage Loan within
      60 days of the earlier of discovery or receipt of notice with respect to
      each such Mortgage Loan.

     

    (e) With
      respect to any Substitute Mortgage Loan or Loans, the Mortgage Loan Seller
      shall
      deliver to the Custodian for the benefit of the Certificateholders the Credit
      Line Agreement, the Mortgage, the related assignment of the Mortgage, and such
      other documents and agreements as are required by Section 2.01, with the
      Credit Line Agreement endorsed and the Mortgage assigned as required by
      Section 2.01. No substitution is permitted to be made with respect to any
      Distribution Date after the end of the related Prepayment Period. Scheduled
      Payments due with respect to Substitute Mortgage Loans in the Due Period of
      substitution shall not be part of the Trust Fund and will be retained by the
      Mortgage Loan Seller on the next succeeding Distribution Date. For the Due
      Period of substitution, distributions to Certificateholders will include the
      Scheduled Payment due on any Deleted Mortgage Loan for such Due Period and
      thereafter the Mortgage Loan Seller shall be entitled to retain all amounts
      received in respect of such Deleted Mortgage Loan.

    


    
      
        
          
          

        

        
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    (f) The
      Servicer shall amend the Mortgage Loan Schedule for the benefit of the
      Certificateholders to reflect the removal of such Deleted Mortgage Loan and
      the
      substitution of the Substitute Mortgage Loan or Loans and the Servicer shall
      deliver the amended Mortgage Loan Schedule to the Trustee and the Custodian.
      Upon such substitution, the Substitute Mortgage Loan or Loans shall be subject
      to the terms of this Agreement in all respects, and the Mortgage Loan Seller
      shall be deemed to have made with respect to such Substitute Mortgage Loan
      or
      Loans, as of the date of substitution, the representations and warranties made
      pursuant to Section 2.03(b) with respect to such Mortgage Loan. Upon any
      such substitution and the deposit to the Collection Account of the amount
      required to be deposited therein in connection with such substitution as
      described in the following paragraph, the Custodian shall release the Mortgage
      File held for the benefit of the Certificateholders relating to such Deleted
      Mortgage Loan to the Mortgage Loan Seller and the Trustee, upon receipt of
      a
      Request for Release certifying that all amounts required to be deposited in
      accordance with this Section 2.03(f) have been deposited in the Collection
      Account, shall execute and deliver at the Mortgage Loan Seller’s direction such
      instruments of transfer or assignment prepared by the Mortgage Loan Seller
      in
      each case without recourse, as shall be necessary to vest title in the Mortgage
      Loan Seller of the Trustee’s interest in any Deleted Mortgage Loan substituted
      for pursuant to this Section 2.03.

     

    (g) For
      any
      month in which the Mortgage Loan Seller substitutes one or more Substitute
      Mortgage Loans for one or more Deleted Mortgage Loans, the Servicer will
      determine the amount (if any) by which the aggregate unpaid principal balance
      of
      all such Substitute Mortgage Loans as of the date of substitution is less than
      the aggregate unpaid principal balance of all such Deleted Mortgage Loans.
      The
      amount of such shortage plus an amount equal to the aggregate of any
      unreimbursed Advances with respect to such Deleted Mortgage Loans (collectively,
      the “Substitution
      Adjustment Amount”)
      shall
      be remitted by the Mortgage Loan Seller to the Servicer for deposit into the
      Collection Account on or before the Distribution Account Deposit Date for the
      Distribution Date in the month succeeding the calendar month during which the
      related Mortgage Loan became required to be purchased or replaced
      hereunder.

     

    (h) In
      addition to the repurchase or substitution obligations referred to in
      Section 2.03(d) above and Section 2.03 (k) below, the Mortgage Loan
      Seller or the Sponsor, as applicable, shall indemnify the Depositor, any of
      its
      Affiliates, the Master Servicer, the Servicer, the Securities Administrator,
      the
      Trustee and the Trust and hold such parties harmless against any losses,
      damages, penalties, fines, forfeitures, reasonable and necessary legal fees
      and
      related costs, judgments and other costs and expenses (including, without
      limitation, any taxes payable by the Trust) resulting from any third party
      claim, demand, defense or assertion based on or grounded upon, or resulting
      from, a breach by the Mortgage Loan Seller or the Sponsor, as applicable, of
      any
      of its representations and warranties or obligations contained in this
      Agreement.

    


    
      
        
          
          

        

        
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    (i) The
      Servicer shall amend the Mortgage Loan Schedule for the benefit of the
      Certificateholders to reflect the removal of such Deleted Mortgage Loan and
      the
      Servicer shall deliver the amended Mortgage Loan Schedule to the Trustee, the
      Custodian, the Master Servicer and the Securities Administrator.

     

    (j) In
      the
      event that a Mortgage Loan shall have been repurchased pursuant to this
      Agreement or the Purchase Agreement, the proceeds from such repurchase shall
      be
      deposited by the Servicer in the Collection Account pursuant to
      Section 3.10 on or before the Remittance Date for the Distribution Date in
      the month following the month during which the Mortgage Loan Seller or Sponsor
      became obligated to repurchase or replace such Mortgage Loan and upon such
      deposit of the Repurchase Price, and receipt of a Request for Release in the
      form of Exhibit J hereto, the Custodian shall release the related Custodial
      File held for the benefit of the Certificateholders to the Mortgage Loan Seller
      or the Sponsor, as applicable, as directed by the Servicer, and the Trustee
      shall execute and deliver at such Person’s direction such instruments of
      transfer or assignment prepared by such Person, in each case without recourse,
      as shall be necessary to transfer title from the Trustee. In accordance with
      Section 12.05(a), the Securities Administrator shall promptly notify each
      Rating Agency of a purchase of a Mortgage Loan pursuant to this
      Section 2.03.

     

    It
      is
      understood and agreed that the obligation of the Mortgage Loan Seller under
      this
      Agreement to cure, repurchase or substitute any Mortgage Loan as to which a
      breach of a representation and warranty has occurred and is continuing, together
      with any related indemnification obligations of the Mortgage Loan Seller set
      forth in Section 2.03(h), shall constitute the sole remedies against such
      Person respecting such breach available to Certificateholders, the Depositor
      and
      any of its Affiliates, or the Trustee on their behalf.

     

    (k) The
      Trustee acknowledges that, except as provided in Section 5 of the Purchase
      Agreement, the Sponsor shall not have any obligation or liability with respect
      to any breach of a representation or warranty made by it with respect to a
      Mortgage Loan sold by it, provided
      that
      such representation or warranty was also made by the Mortgage Loan Seller with
      respect to the related Mortgage Loan. It is understood and agreed that the
      representations and warranties of the Sponsor set forth in Section 4 of the
      Purchase Agreement and assigned to the Trustee by the Depositor hereunder shall
      survive the transfer of the Mortgage Loans by the Depositor to the Trustee
      on
      the Closing Date, and shall inure to the benefit of the Trustee and the
      Certificateholders notwithstanding any restrictive or qualified endorsement
      on
      any Credit Line Agreement or Assignment of Mortgage and shall continue
      throughout the term of this Agreement. Upon the discovery by any of the Sponsor,
      the Depositor, the Securities Administrator, the Trustee, the Master Servicer
      or
      the Servicer of a breach of any of the Sponsor’s representations and warranties
      set forth in Section 4 of the Purchase Agreement, the party discovering the
      breach shall give prompt written notice to the others. Within
      [   ] days of the earlier of either discovery by or notice
      to the Sponsor of any breach of any of the foregoing representations or
      warranties that materially and adversely affects the value of any Mortgage
      Loan
      or the interest of the Trustee or the Certificateholders therein, the Sponsor
      shall use its best efforts to cure such breach in all material respects and,
      if
      such defect or breach cannot be remedied, the Sponsor shall, at the Depositor’s
      instructions as specified in writing and provided to the Sponsor and the
      Trustee, (i) if such [   ]-day period expires prior to the
      second anniversary of the Closing Date, remove such Mortgage Loan from the
      Trust
      Fund and substitute in its place 

    


    
      
        
          
          

        

        
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    a
      Substitute Mortgage Loan, in the same manner and subject to the same conditions
      set forth in this Section 2.03 that apply to repurchases or substitutions
      of Mortgage Loans by the Mortgage Loan Seller or (ii) repurchase such
      Mortgage Loan at the Repurchase Price; provided,
      however,
      that
      any such substitution pursuant to clause (i) above shall not be
      effected prior to the delivery to the Custodian of a Request for Release
      substantially in the form of Exhibit J, and the delivery of the Mortgage
      File to the Custodian for any such Substitute Mortgage Loan. In the event of
      any
      such repurchase or substitution of a Mortgage Loan by the Sponsor, the
      procedures set forth in Sections 2.03(e), (f), (g), (h), (i) and (j) shall
      apply
      to the Sponsor in the same manner and to the same extent that they are
      applicable to the Mortgage Loan Seller. It is understood and agreed that the
      obligations of the Sponsor under this Agreement to cure, repurchase or
      substitute any Mortgage Loan as to which a breach of a representation and
      warranty has occurred and is continuing, together with any related
      indemnification obligations of the Sponsor set forth in Section 2.03(h), shall
      constitute the sole remedies against the Sponsor available to the
      Certificateholders, the Depositor and any of its affiliates, or the Trustee
      on
      their behalf.

     

    The
      provisions of this Section 2.03 shall survive delivery of the respective
      Custodial Files to the Custodian for the benefit of the
      Certificateholders.

     

    Section
      2.04 Execution
      and Delivery of Certificates.
      The
      Trustee acknowledges the transfer and assignment to it of the Trust Fund and,
      concurrently with such transfer and assignment, the Securities Administrator
      has
      executed and delivered to, or upon the order of the Depositor, the Certificates
      in authorized denominations evidencing directly or indirectly the entire
      ownership of the Trust Fund. The Trustee agrees to hold the Trust Fund and
      exercise the rights referred to above for the benefit of all present and future
      Holders of the Certificates.

     

    Section
      2.05 REMIC
      Matters.
      The
      Preliminary Statement sets forth the designations for federal income tax
      purposes of all interests created hereby. The “Startup
      Day”
for
      purposes of the REMIC Provisions shall be the Closing Date. The “latest
      possible maturity date”
is
      the
      Distribution Date occurring in [   ], which is the Distribution
      Date in the month following the month in which the latest Mortgage Loan maturity
      date occurs.

     

    Section
      2.06 Representations
      and Warranties of the Depositor.
      The
      Depositor hereby represents, warrants and covenants to the other parties to
      this
      agreement that as of the date of this Agreement or as of such date specifically
      provided herein:

     

    (a) The
      Depositor is a corporation duly organized, validly existing and in good standing
      under the laws of the State of Delaware;

     

    (b) The
      Depositor has the power and authority to convey the Mortgage Loans and to
      execute, deliver and perform, and to enter into and consummate transactions
      contemplated by, this Agreement;

     

    (c) This
      Agreement has been duly and validly authorized, executed and delivered by the
      Depositor, all requisite company action having been taken, and, assuming the
      due
      authorization, execution and delivery hereof by the other parties hereto,
      constitutes or will constitute the legal, valid and binding agreement of the
      Depositor, enforceable against the Depositor in accordance with its terms,
      except as such enforcement may be limited by bankruptcy, insolvency,
      reorganization, moratorium or other similar laws relating to or affecting the
      rights of creditors generally, and by general equity principles (regardless
      of
      whether such enforcement is considered in a proceeding in equity or at
      law);

    


    
      
        
          
          

        

        
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    (d) No
      consent, approval, authorization or order of, or registration or filing with,
      or
      notice to, any governmental authority or court is required for the execution,
      delivery and performance of or compliance by the Depositor with this Agreement
      or the consummation by the Depositor of any of the transactions contemplated
      hereby, except as have been received or obtained on or prior to the Closing
      Date;

     

    (e) None
      of
      the execution and delivery of this Agreement, the consummation of the
      transactions contemplated hereby or thereby, or the fulfillment of or compliance
      with the terms and conditions of this Agreement, (i) conflicts or will
      conflict with or results or will result in a breach of, or constitutes or will
      constitute a default or results or will result in an acceleration under
      (A) the charter or bylaws of the Depositor, or (B) of any term,
      condition or provision of any material indenture, deed of trust, contract or
      other agreement or instrument to which the Depositor or any of its subsidiaries
      is a party or by which it or any of its subsidiaries is bound; (ii) results
      or will result in a violation of any law, rule, regulation, order, judgment
      or
      decree applicable to the Depositor of any court or governmental authority having
      jurisdiction over the Depositor or its subsidiaries; or (iii) results in
      the creation or imposition of any lien, charge or encumbrance which would have
      a
      material adverse effect upon the Mortgage Loans or any documents or instruments
      evidencing or securing the Mortgage Loans;

     

    (f) There
      are
      no actions, suits or proceedings before or against or investigations of, the
      Depositor pending, or to the knowledge of the Depositor, threatened, before
      any
      court, administrative agency or other tribunal, and no notice of any such
      action, which, in the Depositor’s reasonable judgment, might materially and
      adversely affect the performance by the Depositor of its obligations under
      this
      Agreement, or the validity or enforceability of this Agreement;

     

    (g) The
      Depositor is not in default with respect to any order or decree of any court
      or
      any order, regulation or demand of any federal, state, municipal or governmental
      agency that would materially and adversely affect its performance hereunder;
      and

     

    (h) Immediately
      prior to the transfer and assignment by the Depositor to the Trustee on the
      Closing Date, the Depositor had good title to, and was the sole owner of each
      Mortgage Loan, free of any interest of any other Person, and the Depositor
      has
      transferred all right, title and interest in each Mortgage Loan to the Trustee.
      The transfer of the Credit Line Agreement and the Mortgage as and in the manner
      contemplated by this Agreement is sufficient either (i) fully to transfer
      to the Trustee, for the benefit of the Certificateholders, all right, title,
      and
      interest of the Depositor thereto as note holder and mortgagee or (ii) to
      grant to the Trustee, for the benefit of the Certificateholders, the security
      interest referred to in Section 12.04.

     

    It
      is
      understood and agreed that the representations, warranties and covenants set
      forth in this Section 2.06 shall survive delivery of the respective
      Mortgage Files to the Custodian and shall inure to the benefit of the
      Trustee.

    


    
      
        
          
          

        

        
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    ARTICLE
      III

     

    ADMINISTRATION
      AND SERVICING

    OF
      MORTGAGE LOANS

     

    Section
      3.01 Servicer
      to Service Mortgage Loans.
      (a)  For and on behalf of the Certificateholders, the Servicer shall
      service and administer the Mortgage Loans in accordance with the terms of this
      Agreement and the respective Mortgage Loans and, to the extent consistent with
      such terms, in accordance with Accepted Servicing Practices, but without regard
      to:

     

    (i) any
      relationship that the Servicer, any Subservicer or any Affiliate of the Servicer
      or any Subservicer may have with the related Mortgagor;

     

    (ii) the
      ownership or non-ownership of any Certificate by the Servicer or any Affiliate
      of the Servicer;

     

    (iii) the
      Servicer’s obligation to make P&I Advances or Servicing Advances;
      or

     

    (iv) the
      Servicer’s or any Subservicer’s right to receive compensation for its services
      hereunder or with respect to any particular transaction.

     

    To
      the
      extent consistent with the foregoing, the Servicer shall seek to maximize the
      timely and complete recovery of principal and interest on the Credit Line
      Agreements. Subject only to the above-described servicing standards and the
      terms of this Agreement and of the respective Mortgage Loans, the Servicer
      shall
      have full power and authority, acting alone or through Subservicers as provided
      in Section 3.02, to do or cause to be done any and all things in connection
      with such servicing and administration which it may deem necessary or desirable.
      Without limiting the generality of the foregoing, the Servicer in its own name
      or in the name of a Subservicer is hereby authorized and empowered by the
      Trustee when the Servicer believes it appropriate in its best judgment in
      accordance with Accepted Servicing Practices to execute and deliver 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 the Mortgaged Properties and to institute foreclosure proceedings
      or
      obtain a deed-in-lieu of foreclosure so as to convert the ownership of such
      properties, and to hold or cause to be held title to such properties, on behalf
      of the Trustee; provided,
      further,
      that
      upon the full release or discharge, the Servicer shall notify the Custodian
      of
      the Mortgage Loan of such full release or discharge. The Servicer shall at
      its
      own expense be responsible for preparing and recording all lien releases and
      mortgage satisfactions in accordance with state and local regulations. The
      Servicer shall service and administer the Mortgage Loans in accordance with
      applicable state and federal law and shall provide to the Mortgagors any reports
      required to be provided to them thereby. The Servicer shall also comply in
      the
      performance of this Agreement with all reasonable rules and requirements of
      each
      insurer under any standard hazard insurance policy or any Primary Mortgage
      Insurance Policy. Subject to Section 3.16, the Trustee shall execute, at
      the written request of the Servicer, and furnish to the Servicer and any
      Subservicer such documents provided to the Trustee as are necessary or
      appropriate to enable the Servicer or any Subservicer to carry out their
      servicing and administrative duties hereunder, and the Trustee hereby grants
      to
      the Servicer, and this Agreement shall constitute, a power of attorney to carry
      out such duties including a power of attorney to take title to Mortgaged
      Properties after foreclosure on behalf of the Trustee. The Trustee shall execute
      a separate power of attorney, furnished to it by the Servicer, in favor of
      the
      Servicer for the purposes described herein to the extent necessary or desirable
      to enable the Servicer to perform its duties hereunder. The Trustee shall not
      be
      liable for the actions of the Servicer or any Subservicers under such powers
      of
      attorney. Notwithstanding anything contained herein to the contrary, no Servicer
      or Subservicer shall without the Trustee’s consent: (i) initiate any action,
      suit or proceeding solely under the Trustee’s name without indicating the
      Servicer’s or Subservicer’s, as applicable, representative capacity, or (ii)
      knowingly take any action with the intent to, or which actually does cause,
      the
      Trustee to be registered to do business in any state.

    


    
      
        
          
          

        

        
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    (b) Subject
      to Section 3.09(b), in accordance with the standards of the preceding
      paragraph, the Servicer shall advance or cause to be advanced funds as necessary
      for the purpose of effecting the timely payment of taxes and assessments on
      the
      Mortgaged Properties, which advances shall be Servicing Advances reimbursable
      in
      the first instance from the collection from the Mortgagors pursuant to
      Section 3.09(b), and further as provided in Section 3.11. Any cost
      incurred by the Servicer or by Subservicers in effecting the timely payment
      of
      taxes and assessments on a Mortgaged Property shall not be added to the unpaid
      principal balance of the related Mortgage Loan, notwithstanding that the terms
      of such Mortgage Loan so permit.

     

    (c) Notwithstanding
      anything in this Agreement to the contrary, the Servicer may not make any future
      advances with respect to a Mortgage Loan (except as provided in
      Section 4.01) and the Servicer shall not (i) permit any modification
      with respect to any Mortgage Loan that would change the Mortgage Rate, reduce
      or
      increase the principal balance (except for reductions resulting from actual
      payments of principal) or change the final maturity date on such Mortgage Loan
      (except for a reduction of interest payments resulting from the application
      of
      the Servicemembers Civil Relief Act or any similar state statutes) or
      (ii) permit any modification, waiver or amendment of any term of any
      Mortgage Loan that would both (A) effect an exchange or reissuance of such
      Mortgage Loan under Section 1001 of the Code (or final, temporary or
      proposed Treasury regulations promulgated thereunder) and (B) cause either
      the [Upper Tier] REMIC or a [Lower Tier] REMIC to fail to qualify as a REMIC
      under the Code or the imposition of any tax on “prohibited transactions” or
“contributions after the startup day” under the REMIC Provisions, or
      (iii) except as provided in Section 3.07(a), waive any Prepayment
      Charges.

     

    (d) The
      Servicer may delegate its responsibilities under this Agreement; provided,
      however,
      that no
      such delegation shall release the Servicer from the responsibilities or
      liabilities arising under this Agreement.

     

     

    Section
      3.02 Subservicing
      Agreements between Servicer and Subservicers; Use of Subcontractors.
      (a) The
      Servicer may enter into a subservicing agreement with a Subservicer, for the
      servicing and administration of the Mortgage Loans (“Subservicing
      Agreement”)
      without obtaining the prior consent of the Trustee, the Depositor, the Master
      Servicer, Securities Administrator or other parties hereto to the utilization
      of
      any such Subservicer, provided the provisions of such Subservicing Agreement
      comply with the requirements set forth of this Section 3.02. None of the
      Trustee, the Master Servicer or the Depositor shall be required to review or
      consent to such Subservicing Agreement and shall have no liability in connection
      therewith.

    


    
      
        
          
          

        

        
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    (b) Each
      Subservicer shall be (i) authorized to transact business in the state or
      states in which the related Mortgaged Properties it is to service are situated,
      if and to the extent required by applicable law to enable the Subservicer to
      perform its obligations hereunder and under the Subservicing Agreement and
      (ii)
      a Freddie Mac or Fannie Mae approved mortgage servicer. Each Subservicing
      Agreement must impose on the Subservicer requirements conforming to the
      provisions set forth in Sections 3.08, 3.22, 3.23, 3.24, 3.29, 6.05, 6.06,
      7.01(i) and Exhibit S of this Agreement to the same extent as if such
      Subservicer were the Servicer and otherwise provide for servicing of the
      Mortgage Loans consistent with the terms of this Agreement. The Servicer shall
      examine each Subservicing Agreement and will be familiar with the terms thereof
      in order to determine that the foregoing requirements have been incorporated
      into the Subservicing Agreement and that the terms thereof are not otherwise
      inconsistent with any of the provisions of this Agreement. The Servicer and
      the
      Subservicers may enter into and make amendments to the Subservicing Agreements
      or enter into different forms of Subservicing Agreements; provided,
      however,
      that
      any such amendments or different forms shall be consistent with and not violate
      the provisions of this Agreement, and that no such amendment or different form
      shall be made or entered into which could be reasonably expected to be
      materially adverse to the interests of the Trustee, the Master Servicer or
      the
      Securities Administrator without their prior written consent. Any variation
      without the consent of the Trustee, Depositor and Master Servicer from the
      requirements set forth in Sections 3.08, 3.22, 3.23, 3.24, 6.05, 6.06,
      7.01(i) and Exhibit S, are conclusively deemed to be inconsistent with this
      Agreement and therefore prohibited. The Servicer shall deliver to the Master
      Servicer, the Securities Administrator, the Trustee and the Depositor copies
      of
      all Subservicing Agreements, and any amendments or modifications thereof,
      promptly upon the Servicer’s execution and delivery of such
      instruments.

     

    (c) As
      part
      of its servicing activities hereunder, the Servicer (except as otherwise
      provided in the last sentence of this paragraph) shall enforce the obligations
      of each Subservicer under the related Subservicing Agreement, including, without
      limitation, (i) any obligation to make advances in respect of delinquent
      payments as required by a Subservicing Agreement and (ii) the reporting
      obligations set forth under Section 3.22, 3.23, 3.24 and 3.29 hereof to the
      same
      extent as if such Subservicer were the Servicer. The Servicer shall be
      responsible for obtaining from each Subservicer and delivering to the Master
      Servicer, the Securities Administrator and the Depositor (i) any servicer annual
      compliance statement required to be delivered by such Subservicer under Section
      3.24(b); (ii) assessments and attestations of compliance with Relevant Servicing
      Criteria required to be delivered by the Subservicer pursuant to Sections 3.22
      and 3.23; and (iii) any certifications required to be delivered under Section
      3.24(a) to the Master Servicer or such other Person that will be responsible
      for
      signing the Sarbanes-Oxley Certification as and where required to be delivered
      hereunder. Such enforcement, including, without limitation, the legal
      prosecution of claims, termination of Subservicing 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 Servicer, in its good faith business judgment,
      would require were it the owner of the related Mortgage Loans. The Servicer
      shall pay the costs of such enforcement at its own expense, and shall be
      reimbursed therefor only (i) from a general recovery resulting from such
      enforcement, to the extent, if any, that such recovery exceeds all amounts
      due
      in respect of the related Mortgage Loans or (ii) from a specific recovery
      of costs, expenses or attorneys’ fees against the party against whom such
      enforcement is directed.

    


    
      
        
          
          

        

        
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    (d) It
      shall
      not be necessary for the Servicer to seek the consent of the Depositor, the
      Trustee, the Master Servicer, the Securities Administrator or other parties
      hereto to the utilization of a Subcontractor. The Servicer shall give prior
      written notice to the Master Servicer and the Depositor of the appointment
      of
      any Subcontractor and provide a written description (in form and substance
      satisfactory to the Depositor) of the role and function of each Subcontractor
      specifying (i) the eligibility of each such Subcontractor, (ii) which, if any,
      of such Subcontractors are Servicing Function Participants, (iii) which elements
      of the Servicing Criteria set forth under Item 1122(d) of Regulation AB will
      be
      addressed in assessments and attestations of compliance with Relevant Servicing
      Criteria provided by such Subcontractor identified pursuant to clause (ii)
      of
      this paragraph.

     

    (e) As
      a
      condition to the utilization of any Subcontractor determined to be a Servicing
      Function Participant, the Servicer shall cause any such Subcontractor used
      by
      the Servicer (or by any Subservicer) to comply with the provisions of Sections
      3.22, 3.23, 3.24, 3.29, 6.05, 6.06, 7.01(i) and Exhibit S of this Agreement
      to
      the same extent as if such Subcontractor were the Servicer. The Servicer shall
      be responsible for obtaining from each Subcontractor and delivering the
      Securities Administrator, the Master Servicer and the Depositor any assessments
      and attestations of compliance required to be delivered by such Subcontractor
      pursuant to Sections 3.22 and 3.23, in each case as and when required to be
      delivered. 

     

    Section
      3.03 Successor
      Subservicers.
      The
      Servicer shall be entitled to terminate any Subservicing Agreement and the
      rights and obligations of any Subservicer pursuant to any Subservicing Agreement
      in accordance with the terms and conditions of such Subservicing Agreement.
      In
      the event of termination of any Subservicer, all servicing obligations of such
      Subservicer shall be assumed simultaneously by the Servicer without any act
      or
      deed on the part of such Subservicer or Servicer, and the Servicer either shall
      service directly the related Mortgage Loans or shall enter into a Subservicing
      Agreement with a successor subservicer which qualifies under
      Section 3.02.

     

    Any
      Subservicing Agreement shall include the provision that such agreement may
      be
      immediately terminated by the Master Servicer without fee, in accordance with
      the terms of this Agreement, in the event that the Servicer shall, for any
      reason, no longer be the Servicer (including termination due to an Event of
      Default).

     

    Section
      3.04 Liability
      of the Servicer.
      Notwithstanding any subservicing agreement or the provisions of this Agreement
      relating to agreements or arrangements between the Servicer and a Subservicer,
      Subcontractor or other third party or reference to actions taken through a
      Subservicer, a Subcontractor, another third party or otherwise, the Servicer
      shall remain obligated and primarily liable to the Trustee and the Trust Fund
      for the servicing and administering of the Mortgage Loans in accordance with
      the
      provisions hereof without diminution of such obligation or liability by virtue
      of any subservicing, subcontracting or other agreements or arrangements or
      by
      virtue of indemnification from a Subservicer, Subcontractor or a third party
      and
      to the same extent and under the same terms and conditions as if the Servicer
      alone were servicing the Mortgage Loans, including with respect to compliance
      with Item 1122 of Regulation AB. The Servicer shall be entitled to enter into
      any agreement with a Subservicer, Subcontractor or other third party for
      indemnification of the Servicer by such Subservicer, Subcontractor or third
      party and nothing contained in the Agreement shall be deemed to limit or modify
      such indemnification.

    


    
      
        
          
          

        

        
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    Section
      3.05 No
      Contractual Relationship between Subservicers and the Master
      Servicer.
      Any
      Subservicing Agreement that may be entered into and any transactions or services
      relating to the Mortgage Loans involving a Subservicer in its capacity as such
      shall be deemed to be between the Subservicer and the Servicer alone, and none
      of the Trustee, the Depositor, the Securities Administrator, or the Master
      Servicer (nor any successor master servicer) shall be deemed a party thereto
      and
      shall have no claims, rights, obligations, duties or liabilities with respect
      to
      the Subservicer except as set forth in Section 3.06. The Servicer shall be
      solely liable for all fees owed by it to any Subservicer, irrespective of
      whether the Servicer’s compensation pursuant to this Agreement is sufficient to
      pay such fees.

     

    Section
      3.06 Assumption
      or Termination of Subservicing Agreements by Master Servicer.
      In the
      event the Servicer at any time shall for any reason no longer be the Servicer
      (including by reason of the occurrence of an Event of Default), the Master
      Servicer, or its designee or the successor servicer if the successor is not
      the
      Master Servicer, shall thereupon assume all of the rights and obligations of
      the
      Servicer under each Subservicing Agreement that the Servicer may have entered
      into, with copies thereof provided to the Master Servicer or the successor
      servicer if the successor is not the Master Servicer, prior to the Master
      Servicer or the successor servicer if the successor is not the Master Servicer,
      assuming such rights and obligations, unless the Master Servicer elects to
      terminate any Subservicing Agreement in accordance with its terms as provided
      in
      Section 3.03.

     

    Upon
      such
      assumption, the Master Servicer, its designee or the successor servicer shall
      be
      deemed, subject to Section 3.03, to have assumed all of the Servicer’s
      interest therein and to have replaced the Servicer as a party to each
      Subservicing Agreement to the same extent as if each Subservicing Agreement
      had
      been assigned to the assuming party, except that (i) the Servicer shall not
      thereby be relieved of any liability or obligations under any Subservicing
      Agreement that arose before it ceased to be the Servicer and (ii) none of
      the Trustee, the Depositor, the Master Servicer, the Securities Administrator,
      their designees or any successor servicer shall be deemed to have assumed any
      liability or obligation of the Servicer that arose before it ceased to be the
      Servicer.

     

    The
      Servicer at its expense shall, upon request of the Master Servicer, its designee
      or the successor servicer deliver to the assuming party all documents and
      records relating to the Subservicing Agreement and the Mortgage Loans then
      being
      serviced and an accounting of amounts collected and held by or on behalf of
      it,
      and otherwise use its best efforts to effect the orderly and efficient transfer
      of the Subservicing Agreements to the assuming party.

    


    
      
        
          
          

        

        
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    Section
      3.07 Collection
      of Certain Mortgage Loan Payments.
      (a)  The Servicer shall make reasonable efforts to collect all
      payments called for under the terms and provisions of the Mortgage Loans, and
      shall, to the extent such procedures shall be consistent with this Agreement
      and
      the terms and provisions of any applicable Insurance Policies, follow such
      collection procedures as it would follow with respect to mortgage loans
      comparable to the Mortgage Loans and held for its own account. Consistent with
      the foregoing and Accepted Servicing Practices, the Servicer may (i) waive
      any late payment charge or, if applicable, any penalty interest, or
      (ii) extend the due dates for the Scheduled Payments due on a Credit Line
      Agreement for a period of not greater than 180 days; provided,
      that
      any extension pursuant to clause (ii) above shall not affect the
      amortization schedule of any Mortgage Loan for purposes of any computation
      hereunder, except as provided below. In the event of any such arrangement
      pursuant to clause (ii) above, the Servicer shall make timely advances
      on such Mortgage Loan during such extension pursuant to Section 4.01 and in
      accordance with the amortization schedule of such Mortgage Loan without
      modification thereof by reason of such arrangements, subject to
      Section 4.01(d) pursuant to which the Servicer shall not be required to
      make any such advances that are Nonrecoverable P&I Advances. Notwithstanding
      the foregoing, in the event that any Mortgage Loan is in default or in the
      judgment of the Servicer, such default is reasonably foreseeable, the Servicer,
      consistent with the standards set forth in Section 3.01, may also waive,
      modify or vary any term of such Mortgage Loan (including modifications that
      would change the Mortgage Rate, forgive the payment of principal or interest,
      extend the final maturity date of such Mortgage Loan or waive, in whole or
      in
      part, a Prepayment Charge), accept payment from the related Mortgagor of an
      amount less than the Stated Principal Balance in final satisfaction of such
      Mortgage Loan, or consent to the postponement of strict compliance with any
      such
      term or otherwise grant indulgence to any Mortgagor (any and all such waivers,
      modifications, variances, forgiveness of principal or interest, postponements,
      or indulgences collectively referred to herein as “Forbearance”);
      provided,
      however,
      that
      the Servicer’s approval of a modification of a Due Date shall not be considered
      a modification for purposes of this sentence; provided,
      further,
      that
      the final maturity date of any Mortgage Loan may not be extended beyond the
      Final Scheduled Distribution Date for the LIBOR Certificates. The Servicer’s
      analysis supporting any Forbearance and the conclusion that any Forbearance
      meets the standards of Section 3.01 shall be reflected in writing in the
      Servicing File or on the Servicer’s servicing records. In addition,
      notwithstanding the foregoing, the Servicer may also waive (or permit a
      Subservicer to waive), in whole or in part, a Prepayment Charge if such waiver
      would, in the Servicer’s judgment, maximize recoveries on the related Mortgage
      Loan or if such Prepayment Charge is (i) not permitted to be collected by
      applicable law, or the collection of the Prepayment Charge would be considered
      “predatory” pursuant to written guidance published by any applicable federal,
      state or local regulatory authority having jurisdiction over such matters,
      or
      (ii) the enforceability of such Prepayment Charge is limited (1) by
      bankruptcy, insolvency, moratorium, receivership or other similar laws relating
      to creditors’ rights or (2) due to acceleration in connection with a
      foreclosure or other involuntary payment. If a Prepayment Charge is waived
      other
      than as permitted in this Section 3.07(a), then the Servicer is required to
      pay the amount of such waived Prepayment Charge, for the benefit of the Holders
      of the Class [P] Certificates, by depositing such amount into the
      Collection Account together with and at the time that the amount prepaid on
      the
      related Mortgage Loan is required to be deposited into the Collection Account;
      provided,
      however,
      that
      the Servicer shall not have an obligation to pay the amount of any uncollected
      Prepayment Charge if the failure to collect such amount is the direct result
      of
      inaccurate or incomplete information on the Mortgage Loan Schedule in effect
      at
      such time. The Master Servicer shall have no responsibility for verifying the
      accuracy of the amount of Prepayment Charges waived or remitted by the
      Servicer.

    


    
      
        
          
          

        

        
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    (b) (i) The
      Securities Administrator shall establish and maintain the Excess Reserve Fund
      Account, on behalf of the Class [X] Certificateholders, to receive any
      Basis Risk Payment and to secure their limited recourse obligation to pay to
      the
      LIBOR Certificateholders Basis Risk Carryover Amounts.

     

    (ii) On
      each
      Distribution Date, the Securities Administrator shall deposit the amount of
      any
      Basis Risk Payment for such date into the [Excess Reserve Fund
      Account].

     

    (c) (i) On
      each
      Distribution Date on which there exists a Basis Risk Carryover Amount on any
      Class of Certificates, the Securities Administrator shall (1) withdraw
      from the Distribution Account and deposit in the Excess Reserve Fund Account,
      as
      set forth in Section 4.02[   ], the lesser of (x) the
      Class [X] Distributable Amount (without regard to the reduction in the
      definition thereof with respect to the Basis Risk Payment (to the extent
      remaining after the distributions specified in Sections  4.02[   ])
      and (y) the aggregate Basis Risk Carryover Amounts for such Distribution
      Date and (2) withdraw from the [Excess Reserve Fund Account] amounts
      necessary to pay to such Class or Classes of LIBOR Certificates the Basis
      Risk Carryover Amount. Such payments shall be allocated to those Classes on
      a
pro rata
      basis
      based upon the amount of Basis Risk Carryover Amount owed to each such
      Class and shall be paid in the priority set forth in
      Sections 4.02[   ].

     

    (ii) [The
      Securities Administrator shall account for the [Excess Reserve Fund Account]
      as
      an asset of a grantor trust under subpart E, Part I of
      subchapter J of the Code and not as an asset of any REMIC created pursuant
      to this Agreement. The beneficial owners of the Excess Reserve Fund Account
      are
      the Class [X] Certificateholders. For all federal tax purposes, amounts
      transferred by the [Upper Tier] REMIC to the Excess Reserve Fund Account shall
      be treated as distributions by the Securities Administrator to the
      Class [X] Certificateholders.]

     

    (iii) Any
      Basis
      Risk Carryover Amounts paid by the Securities Administrator to the LIBOR
      Certificateholders shall be accounted for by the Securities Administrator as
      amounts paid first to the Holders of the Class [X] Certificates and then to
      the respective Class or Classes of LIBOR Certificates. In addition, the
      Securities Administrator shall account for such Certificateholders’ rights to
      receive payments of Basis Risk Carryover Amounts as rights in a limited recourse
      notional principal contract written by the Class [X] Certificateholders in
      favor of such Certificateholders.

     

    (iv) [Notwithstanding
      any provision contained in this Agreement, the Securities Administrator shall
      not be required to make any payments to and from the Excess Reserve Fund Account
      except as expressly set forth in this Section 3.07(c) and
      Sections 4.02[   ].]

     

    
      
        
          
          

        

        
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      (d) The
        Securities Administrator shall establish and maintain the Distribution Account
        on behalf of the Certificateholders. The Master Servicer shall, promptly
        upon
        receipt, deposit in the Distribution Account and retain therein the
        following:

       

    

    (i) the
      aggregate amount remitted by the Servicer to the Master Servicer pursuant to
      Section 3.11;

     

    (ii) any
      amount deposited by the Servicer pursuant to Section 3.12(b) in connection
      with any losses on Permitted Investments; and

     

    (iii) any
      other
      amounts deposited hereunder which are required to be deposited in the
      Distribution Account.

     

    In
      the
      event that the Servicer shall remit any amount not required to be remitted,
      it
      may at any time direct the Securities Administrator in writing to withdraw
      such
      amount from the Distribution Account, any provision herein to the contrary
      notwithstanding. Such direction may be accomplished by delivering notice to
      the
      Securities Administrator which describes the amounts deposited in error in
      the
      Distribution Account. All funds deposited in the Distribution Account shall
      be
      held by the Securities Administrator in trust for the Certificateholders until
      disbursed in accordance with this Agreement or withdrawn in accordance with
      Section 4.02. 

     

    (e) The
      Securities Administrator may invest the funds in the Distribution Account during
      the Securities Administrator Float Period in one or more Permitted Investments
      in accordance with Section 3.12. The Securities Administrator may withdraw
      from the Distribution Account any income or gain earned from the investment
      of
      funds deposited therein for its own benefit.

     

    (f) The
      Servicer shall give notice to the Securities Administrator of any proposed
      change of the location of the Collection Account not later than 30 days and
      not more than 45 days prior to any change thereof and the Securities
      Administrator shall forward such notice to each Rating Agency and the
      Depositor.

     

    (g) In
      order
      to comply with its duties under the USA Patriot Act of 2001, the Trustee shall
      obtain and verify certain information and documentation from the other parties
      to this Agreement, including, but not limited to, each such party’s name,
      address and other identifying information.

     

    Section
      3.08 Subservicing
      Accounts.
      In
      those cases where a Subservicer is servicing a Mortgage Loan pursuant to a
      Subservicing Agreement, the Subservicer will be required to establish and
      maintain one or more segregated accounts (collectively, the “Subservicing
      Account”).
      The
      Subservicing Account shall be an Eligible Account and shall otherwise be
      acceptable to the Servicer. The Subservicer shall deposit in the clearing
      account (which account must be an Eligible Account) in which it customarily
      deposits payments and collections on mortgage loans in connection with its
      mortgage loan servicing activities on a daily basis, and in no event more than
      one Business Day after the Subservicer’s receipt thereof, all proceeds of
      Mortgage Loans received by the Subservicer less its servicing compensation
      to
      the extent permitted by the Subservicing Agreement, and shall thereafter deposit
      such amounts in the Subservicing Account, in no event more than two Business
      Days after the deposit of such funds into the clearing account. The Subservicer
      shall thereafter deposit such proceeds in the Collection Account or remit such
      proceeds to the Servicer for deposit in the Collection Account not later than
      two Business Days after the deposit of such amounts in the Subservicing Account.
      For purposes of this Agreement, the Servicer shall be deemed to have received
      payments on the Mortgage Loans when the Subservicer receives such
      payments.

    


    
      
        
          
          

        

        
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    Section
      3.09 Collection
      of Taxes, Assessments and Similar Items; Escrow Accounts.
      (a)  The Servicer shall enforce the obligations under each
      paid-in-full, life-of-the-loan tax service contract in effect with respect
      to
      each Mortgage Loan (each, a “Tax
      Service Contract”).
      Each
      Tax Service Contract shall be assigned to a successor servicer, at the
      Servicer’s expense in the event that the Servicer is terminated as the Servicer
      of the related Mortgage Loan.

     

    (b) To
      the
      extent that the services described in this paragraph (b) are not
      otherwise provided pursuant to the Tax Service Contracts described in
      paragraph (a) hereof, the Servicer undertakes to perform such
      functions. To the extent the related Mortgage provides for Escrow Payments,
      the
      Servicer shall establish and maintain, or cause to be established and
      maintained, one or more segregated accounts (the “Escrow
      Accounts”),
      which
      shall be Eligible Accounts. The Servicer shall deposit in the clearing account
      (which account must be an Eligible Account) in which it customarily deposits
      payments and collections on mortgage loans in connection with its mortgage
      loan
      servicing activities on a daily basis, and in no event more than one Business
      Day after the Servicer’s receipt thereof, all collections from the Mortgagors
      (or related advances from Subservicers) for the payment of taxes, assessments,
      hazard insurance premiums and comparable items for the account of the Mortgagors
      (“Escrow
      Payments”)
      collected on account of the Mortgage Loans and shall thereafter deposit such
      Escrow Payments in the Escrow Accounts, in no event more than two Business
      Days
      after the deposit of such funds in the clearing account, for the purpose of
      effecting the payment of any such items as required under the terms of this
      Agreement. Withdrawals of amounts from an Escrow Account may be made only to
      (i) effect payment of taxes, assessments, hazard insurance premiums, and
      comparable items; (ii) reimburse the Servicer (or a Subservicer to the
      extent provided in the related Subservicing Agreement) out of the collection
      for
      any advances made pursuant to Section 3.01 (with respect to taxes and
      assessments) and Section 3.13 (with respect to hazard insurance);
      (iii) refund to Mortgagors any sums as may be determined to be overages;
      (iv) pay interest, if required and as described below, to Mortgagors on
      balances in the Escrow Account; (v) clear and terminate the Escrow Account
      at the termination of the Servicer’s obligations and responsibilities in respect
      of the Mortgage Loans under this Agreement; or (vi) recover amounts
      deposited in error. As part of its servicing duties, the Servicer or
      Subservicers shall pay to the Mortgagors interest on funds in Escrow Accounts,
      to the extent required by law and, to the extent that interest earned on funds
      in the Escrow Accounts is insufficient, to pay such interest from its or their
      own funds, without any reimbursement therefor. To the extent that a Mortgage
      does not provide for Escrow Payments, the Servicer shall determine whether
      any
      such payments are made by the Mortgagor in a manner and at a time that avoids
      the loss of the Mortgaged Property due to a tax sale or the foreclosure of
      a tax
      lien. The Servicer assumes full responsibility for the payment of all such
      bills
      within such time and shall effect payments of all such bills irrespective of
      the
      Mortgagor’s faithful performance in the payment of same or the making of the
      Escrow Payments and shall make advances from its own funds to effect such
      payments; provided,
      however,
      that
      such advances are deemed to be Servicing Advances.

    


    
      
        
          
          

        

        
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    Section
      3.10 Collection
      Account.
      (a)  On behalf of the Trustee, the Servicer shall establish and
      maintain, or cause to be established and maintained, one or more segregated
      Eligible Accounts (such account or accounts, the “Collection
      Account”),
      held
      in trust for the benefit of the Trustee. On behalf of the Trustee, the Servicer
      shall deposit or cause to be deposited in the clearing account (which account
      must be an Eligible Account) in which it customarily deposits payments and
      collections on mortgage loans in connection with its mortgage loan servicing
      activities on a daily basis, and in no event more than one Business Day after
      the Servicer’s receipt thereof, and shall thereafter deposit into the Collection
      Account, in no event more than two Business Days after the deposit of such
      funds
      into the clearing account, as and when received or as otherwise required
      hereunder, the following payments and collections received or made by it
      subsequent to the Cut-off Date (other than in respect of principal or interest
      on the related Mortgage Loans due on or before the Cut-off Date), or payments
      (other than Principal Prepayments) received by it on or prior to the Cut-off
      Date but allocable to a Due Period subsequent thereto:

     

    (i) all
      payments on account of principal, including Principal Prepayments, on the
      Mortgage Loans;

     

    (ii) all
      payments on account of interest (net of the related Servicing Fee) on each
      Mortgage Loan;

     

    (iii) all
      Insurance Proceeds and Condemnation Proceeds to the extent such Insurance
      Proceeds and Condemnation Proceeds are not to be applied to the restoration
      of
      the related Mortgaged Property or released to the related Mortgagor in
      accordance with the express requirements of law or in accordance with Accepted
      Servicing Practices, Liquidation Proceeds and Subsequent
      Recoveries;

     

    (iv) any
      amounts required to be deposited pursuant to Section 3.12 in connection
      with any losses realized on Permitted Investments with respect to funds held
      in
      the Collection Account;

     

    (v) any
      amounts required to be deposited by the Servicer pursuant to the second
      paragraph of Section 3.13(a) in respect of any blanket policy
      deductibles;

     

    (vi) all
      proceeds of any Mortgage Loan repurchased or purchased in accordance with this
      Agreement; and

     

    (vii) all
      Prepayment Charges collected by the Servicer.

     

    The
      foregoing requirements for deposit in the Collection Account shall be exclusive,
      it being understood and agreed that, without limiting the generality of the
      foregoing, payments in the nature of late payment charges, NSF fees,
      reconveyance fees, assumption fees and other similar fees and charges need
      not
      be deposited by the Servicer in the Collection Account and shall, upon
      collection, belong to the Servicer as additional compensation for its servicing
      activities. In the event the Servicer shall deposit in the Collection Account
      any amount not required to be deposited therein, it may at any time withdraw
      such amount from the Collection Account, any provision herein to the contrary
      notwithstanding. 

     

    


    
      
        
          
          

        

        
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      (b) Funds
        in
        the Collection Account may be invested in Permitted Investments in accordance
        with the provisions set forth in Section 3.12. The Servicer shall give
        notice to the Securities Administrator, the Master Servicer, the Trustee
        and the
        Depositor of the location of the Collection Account maintained by it when
        established and prior to any change thereof.

    

     

    Section
      3.11 Withdrawals
      from the Collection Account.
      (a) The Servicer shall, from time to time, make withdrawals from the
      Collection Account maintained by it for any of the following purposes or as
      described in Section 4.01:

     

    (i) on
      or
      prior to each Remittance Date, to remit to the Master Servicer (A) the
      Master Servicing Fee with respect to such Distribution Date and (B) all
      Available Funds in respect of the related Distribution Date together with all
      amounts representing Prepayment Charges (payable to the Class P
      Certificateholders) from the Mortgage Loans received during the related
      Prepayment Period;

     

    (ii) to
      reimburse the Servicer for P&I Advances, but only to the extent of amounts
      received which represent Late Collections (net of the related Servicing Fees)
      of
      Scheduled Payments on Mortgage Loans with respect to which such P&I Advances
      were made by the Servicer in accordance with the provisions of Section 4.01
      and (B) any unreimbursed P&I Advances to the extent of funds held in the
      Collection Account for a future Distribution Date that were not included in
      Available Funds for the preceding Distribution Date;

     

    (iii) to
      pay
      the Servicer or any Subservicer (A) any unpaid Servicing Fees or
      (B) any unreimbursed Servicing Advances with respect to each Mortgage Loan,
      but only to the extent of any Late Collections or other amounts as may be
      collected by the Servicer from a Mortgagor, or otherwise received with respect
      to such Mortgage Loan (or the related REO Property);

     

    (iv) to
      pay to
      the Servicer as servicing compensation (in addition to the Servicing Fee) on
      each Remittance Date any interest or investment income earned on funds deposited
      in the Collection Account;

     

    (v) to
      pay to
      the Mortgage Loan Seller, with respect to each Mortgage Loan that has previously
      been repurchased or replaced pursuant to this Agreement, all amounts received
      thereon subsequent to the date of purchase or substitution, as the case may
      be;

     

    (vi) to
      reimburse the Servicer for (A) any P&I Advance or Servicing Advance
      previously made which the Servicer has determined to be a Nonrecoverable P&I
      Advance or Nonrecoverable Servicing Advance in accordance with the provisions
      of
      Section 4.01 and (B) any unpaid Servicing Fees to the extent not
      recoverable from Late Collections or other amounts received with respect to
      the
      related Mortgage Loan under Section 3.11(a)(iii);

     

    (vii) to
      pay,
      or to reimburse the Servicer for Servicing Advances in respect of, expenses
      incurred in connection with any Mortgage Loan pursuant to
      Section 3.15;

     

    


    
      
        
          
          

        

        
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      (viii) to
        reimburse the Master Servicer, the Servicer, the Depositor, the Securities
        Administrator or the Trustee for expenses incurred by or reimbursable to
        the
        Master Servicer, the Servicer, the Depositor, the Securities Administrator
        or
        the Trustee, as the case may be, pursuant to Section 6.03,
        Section 7.02, Section 8.05, Section 9.13 or
        Section 10.02;

    

     

    (ix) to
      reimburse the Master Servicer, the Servicer or the Trustee, as the case may
      be,
      for expenses reasonably incurred in respect of the breach or defect giving
      rise
      to the repurchase obligation of the Mortgage Loan Seller or the Sponsor under
      this Agreement that were included in the Repurchase Price of the Mortgage Loan,
      including any expenses arising out of the enforcement of the repurchase
      obligation, to the extent not otherwise paid pursuant to the terms
      hereof;

     

    (x) to
      withdraw any amounts deposited in the Collection Account in error;
      and

     

    (xi) to
      clear
      and terminate the Collection Account upon termination of this
      Agreement.

     

    (b) The
      Servicer shall keep and maintain separate accounting, on a Mortgage Loan by
      Mortgage Loan basis, for the purpose of justifying any withdrawal from the
      Collection Account, to the extent held by or on behalf of it, pursuant to
      subclauses (a)(ii), (iii), (v), (vi), (vii), (viii) and (ix) above.
      The Servicer shall provide written notification (as set forth in
      Section 4.01(d)) to the Master Servicer, on or prior to the next succeeding
      Remittance Date, upon making any withdrawals from the Collection Account
      pursuant to subclause (a)(vi) above.

     

    Section
      3.12 Investment
      of Funds in the Collection Account, Escrow Accounts and the Distribution
      Account.
      (a)  The Servicer may invest the funds in the Collection Account
      maintained by it and the Escrow Accounts (to the extent permitted by law and
      the
      related Mortgage Loan documents) and the Securities Administrator may invest
      funds in the Distribution Account during the Securities Administrator’s Float
      Period and shall invest such funds in the Distribution Account (for purposes
      of
      this Section 3.12, each such Account is referred to as an “Investment
      Account”),
      in
      one or more Permitted Investments bearing interest or sold at a discount, and
      maturing, unless payable on demand, no later than the Business Day immediately
      preceding the date on which such funds are required to be withdrawn from such
      account pursuant to this Agreement; provided,
      however,
      that
      any such Permitted Investment managed by or advised by the Securities
      Administrator or any of its Affiliates may mature, unless payable on demand,
      no
      later than the date on which such funds are required to be withdrawn from such
      account pursuant to this Agreement. All such Permitted Investments shall be
      held
      to maturity, unless payable on demand. Any investment of funds in an Investment
      Account shall be made in the name of the Servicer or the Securities
      Administrator, as applicable. The Servicer or the Securities Administrator,
      as
      applicable, shall be entitled to sole possession over each such investment,
      and
      any certificate or other instrument evidencing any such investment shall be
      delivered directly to the Servicer or the Securities Administrator or its agent,
      as applicable, together with any document of transfer necessary to transfer
      title to such investment to the Servicer or the Securities Administrator or
      its
      agent, as applicable. In the event amounts on deposit in an Investment Account
      are at any time invested in a Permitted Investment payable on demand, the
      Servicer or the Securities Administrator, as applicable, may:

    


    
      
        
          
          

        

        
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              (x)

            	
              consistent
                with any notice required to be given thereunder, demand that payment
                thereon be made on the last day such Permitted Investment may otherwise
                mature hereunder in an amount equal to the lesser of (1) all amounts
                then payable thereunder and (2) the amount required to be withdrawn
                on such date; and

            


    

     

    
      	 	
              (y)

            	
              demand
                payment of all amounts due thereunder that such Permitted Investment
                would
                not constitute a Permitted Investment in respect of funds thereafter
                on
                deposit in an Investment Account.

            


    

     

    (b) All
      income and gain realized from the investment of funds deposited in the
      Collection Account or Escrow Account, as applicable, held by or on behalf of
      the
      Servicer, shall be for the benefit of the Servicer and shall be subject to
      its
      withdrawal in the manner set forth in Section 3.11. The Servicer shall
      deposit in the Collection Account or Escrow Account, as applicable, the amount
      of any loss of principal incurred in respect of any such Permitted Investment
      made with funds in such accounts immediately upon realization of such
      loss.

     

    (c) All
      income and gain realized from the investment of funds deposited in the
      Distribution Account held by the Securities Administrator during the Securities
      Administrator’s Float Period, shall be for the benefit of the Securities
      Administrator, and shall be subject to the Securities Administrator’s withdrawal
      in the manner set forth in Section 3.07(d). Notwithstanding anything in
      this Section 3.12(c), the Securities Administrator shall be liable to the Trust
      for any such loss on any funds it has invested under this Section 3.12(c) only
      during the Securities Administrator Float Period, and the Securities
      Administrator shall deposit in the Distribution Account the amount of any loss
      of principal incurred in respect of any such Permitted Investment made with
      funds in such account immediately upon realization of such loss.

     

    (d) Except
      as
      otherwise expressly provided in this Agreement, if any default occurs in the
      making of a payment due under any Permitted Investment of funds held in the
      Escrow Account or any Collection Account, or if a default occurs in any other
      performance required under any Permitted Investment of funds held in the Escrow
      Account or any Collection Account, the Servicer or the Securities Administrator,
      as applicable, shall take such action as may be appropriate to enforce such
      payment or performance, including the institution and prosecution of appropriate
      proceedings.

     

    (e) The
      Securities Administrator or its Affiliates are permitted to receive additional
      compensation that could be deemed to be in the Securities Administrator’s
      economic self-interest for (i) serving as investment adviser,
      administrator, shareholder, servicing agent, custodian or sub-custodian with
      respect to certain of the Permitted Investments, (ii) using Affiliates to
      effect transactions in certain Permitted Investments and (iii) effecting
      transactions in certain Permitted Investments. Such compensation shall not
      be
      considered an amount that is reimbursable for payable pursuant to this
      Agreement.

    


    
      
        
          
          

        

        
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    Section
      3.13 Maintenance
      of Hazard Insurance and Errors and Omissions and Fidelity
      Coverage.
      (a)  The Servicer shall cause to be maintained for each Mortgage Loan
      fire insurance with extended coverage on the related Mortgaged Property in
      an
      amount which is at least equal to the least of (i) the outstanding
      principal balance of such Mortgage Loan, (ii) the amount necessary to fully
      compensate for any damage or loss to the improvements that are a part of such
      property on a replacement cost basis and (iii) the maximum insurable value
      of the improvements which are a part of such Mortgaged Property, in each case
      in
      an amount not less than such amount as is necessary to avoid the application
      of
      any coinsurance clause contained in the related hazard insurance policy.
      The Servicer shall also cause to be maintained fire insurance with extended
      coverage on each REO Property in an amount which is at least equal to the lesser
      of (i) the maximum insurable value of the improvements which are a part of
      such property and (ii) the outstanding principal balance of the related
      Mortgage Loan at the time it became an REO Property, plus accrued interest
      at the Mortgage Rate and related Servicing Advances. The Servicer will comply
      in
      the performance of this Agreement with all reasonable rules and requirements
      of
      each insurer under any such hazard policies. Any amounts to be collected by
      the
      Servicer under any such policies (other than amounts required to be deposited
      in
      the Escrow Account and applied to the restoration or repair of the property
      subject to the related Mortgage or amounts to be released to the Mortgagor
      in
      accordance with the procedures that the Servicer would follow in servicing
      loans
      held for its own account, subject to the terms and conditions of the related
      Mortgage and Credit Line Agreement) shall be deposited in the Collection
      Account, subject to withdrawal pursuant to Section 3.11. Any cost incurred
      by the Servicer in maintaining any such insurance shall not, for the purpose
      of
      calculating distributions to the Master Servicer, be added to the unpaid
      principal balance of the related Mortgage Loan, notwithstanding that the terms
      of such Mortgage Loan so permit. It is understood and agreed that no earthquake
      or other additional insurance is to be required of any Mortgagor other than
      pursuant to such applicable laws and regulations as shall at any time be in
      force and as shall require such additional insurance. If the Mortgaged Property
      or REO Property is at any time in an area identified in the Federal Register
      by
      the Federal Emergency Management Agency as having special flood hazards and
      flood insurance has been made available, the Servicer will cause to be
      maintained a flood insurance policy in respect thereof. Such flood insurance
      shall be in an amount equal to the lesser of (i) the unpaid principal
      balance of the related Mortgage Loan and (ii) the maximum amount of such
      insurance available for the related Mortgaged Property under the national flood
      insurance program (assuming that the area in which such Mortgaged Property
      is
      located is participating in such program).

     

    In
      the
      event that the Servicer shall obtain and maintain a blanket policy with an
      insurer having a general policy rating of A:VI or better in Best’s (or such
      other rating that is comparable to such rating) insuring against hazard losses
      on all of the Mortgage Loans, it shall conclusively be deemed to have satisfied
      its obligations as set forth in the first two sentences of this
      Section 3.13, it being understood and agreed that such policy may contain a
      deductible clause, in which case the Servicer shall, in the event that there
      shall not have been maintained on the related Mortgaged Property or REO Property
      a policy complying with the first two sentences of this Section 3.13, and
      there shall have been one or more losses which would have been covered by such
      policy, deposit to the Collection Account from its own funds the amount not
      otherwise payable under the blanket policy because of such deductible clause.
      In
      connection with its activities as administrator and servicer of the Mortgage
      Loans, the Servicer agrees to prepare and present, on behalf of itself and
      the
      Trustee, claims under any such blanket policy in a timely fashion in accordance
      with the terms of such policy.

    


    
      
        
          
          

        

        
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    (b) The
      Servicer shall keep in force during the term of this Agreement a policy or
      policies of insurance covering errors and omissions for failure in the
      performance of the Servicer’s obligations under this Agreement, which, policy or
      policies shall be in such form and amount consistent with Accepted Servicing
      Practices. The Servicer shall also maintain a fidelity bond in the form and
      amount that would be consistent with Accepted Servicing Practice. The Servicer
      shall provide the Master Servicer with copies of any such insurance policies
      and
      fidelity bond. The Servicer shall be deemed to have complied with this provision
      if an Affiliate of the Servicer has such errors and omissions and fidelity
      bond
      coverage and, by the terms of such insurance policy or fidelity bond, the
      coverage afforded thereunder extends to the Servicer. Any such errors and
      omissions policy and fidelity bond shall by its terms not be cancelable without
      thirty days’ prior written notice to the Master Servicer. The Servicer
      shall also cause each Subservicer to maintain a policy of insurance covering
      errors and omissions and a fidelity bond which would meet such
      requirements.

     

    Section
      3.14 Enforcement
      of Due-On-Sale Clauses; Assumption Agreements.
      The
      Servicer will, to the extent it has knowledge of any conveyance or prospective
      conveyance of any Mortgaged Property by any Mortgagor (whether by absolute
      conveyance or by contract of sale, and whether or not the Mortgagor remains
      or
      is to remain liable under the Credit Line Agreement and/or the Mortgage),
      exercise its rights to accelerate the maturity of such Mortgage Loan under
      the
“due-on-sale” clause, if any, applicable thereto; provided,
      however,
      that
      the Servicer shall not exercise any such rights if prohibited by law from doing
      so or if the exercise of such rights would impair or threaten to impair recovery
      under the related Primary Mortgage Insurance Policy, if any. If the Servicer
      believes it is unable under applicable law to enforce such “due-on-sale”
clause or if any of the other conditions set forth in the proviso to the
      preceding sentence apply, the Servicer will enter into either (i) an
      assumption and modification agreement from or with the person to whom such
      property has been conveyed or is proposed to be conveyed, pursuant to which
      such
      person becomes liable under the Credit Line Agreement and, to the extent
      permitted by applicable state law, the Mortgagor remains liable thereon or
      (ii) a substitution agreement as provided in the succeeding sentence. The
      Servicer is also authorized to enter into a substitution of liability agreement
      with such person, pursuant to which the original Mortgagor is released from
      liability and such person is substituted as the Mortgagor and becomes liable
      under the Credit Line Agreement, provided,
      that no
      such substitution shall be effective unless such person satisfies the
      underwriting criteria of the Mortgage Loan Seller and has a credit risk rating
      at least equal to that of the original Mortgagor. The Mortgage Loan, as assumed,
      shall conform in all respects to the requirements, representations and
      warranties of this Agreement. The Servicer shall not take or enter into any
      assumption and modification agreement, however, unless (to the extent
      practicable in the circumstances) it shall have received confirmation, in
      writing, of the continued effectiveness of any applicable hazard insurance
      policy, or a new policy meeting the requirements of this Section is
      obtained. Any fee collected by the Servicer in respect of an assumption or
      substitution of liability agreement will be retained by the Servicer as
      additional servicing compensation. In connection with any such assumption,
      no
      material term of the Credit Line Agreement (including but not limited to the
      related Mortgage Rate and the amount of the Scheduled Payment) may be amended
      or
      modified, except as otherwise required pursuant to the terms thereof. The
      Servicer shall notify the Master Servicer that any such substitution,
      modification or assumption agreement has been completed and shall forward to
      the
      Custodian the executed original of such substitution or assumption agreement,
      which document shall be added to the related Mortgage File and shall, for all
      purposes, be considered a part of such Mortgage File to the same extent as
      all
      other documents and instruments constituting a part thereof.

    


    
      
        
          
          

        

        
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    Notwithstanding
      the foregoing paragraph or any other provision of this Agreement, the
      Servicer shall not be deemed to be in default, breach or any other violation
      of
      its obligations hereunder by reason of any assumption of a Mortgage Loan by
      operation of law or by the terms of the Credit Line Agreement or any assumption
      which the Servicer may be restricted by law from preventing, for any reason
      whatsoever. For purposes of this Section 3.14, the term “assumption” is
      deemed to also include a sale (of the Mortgaged Property) subject to the
      Mortgage that is not accompanied by an assumption or substitution of liability
      agreement.

     

    Section
      3.15 Realization
      upon Defaulted Mortgage Loans.
      The
      Servicer shall use its best efforts, consistent with Accepted Servicing
      Practices, to foreclose upon or otherwise comparably convert (which may include
      an acquisition of REO Property) the ownership of 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
      pursuant to Section 3.07, and which are not released from this Agreement
      pursuant to any other provision hereof. The Servicer shall use reasonable
      efforts to realize upon such defaulted Mortgage Loans in such manner as will
      maximize the receipt of principal and interest by the Securities Administrator,
      taking into account, among other things, the timing of foreclosure proceedings.
      The foregoing is subject to the provisions that the Servicer shall not be
      required to expend its own funds in connection with foreclosure or other
      conversion, correction of a default on a senior mortgage or restoration of
      any
      property unless it shall determine in its sole discretion (i) that such
      foreclosure, correction or restoration will increase the net Liquidation
      Proceeds of the related Mortgage Loan to the Securities Administrator, after
      reimbursement to itself for such expenses and (ii) that such expenses will
      be recoverable by the Servicer through Insurance Proceeds, Condemnation
      Proceeds, Liquidation Proceeds or Subsequent Recoveries from the related
      Mortgaged Property, as contemplated in Section 3.11. The Servicer shall be
      responsible for all other costs and expenses incurred by it in any such
      proceedings; provided,
      however,
      that it
      shall be entitled to reimbursement thereof from the related property, as
      contemplated in Section 3.11.

     

    The
      proceeds of any liquidation or REO Disposition, as well as any recovery
      resulting from a partial collection of Insurance Proceeds, Condemnation
      Proceeds, Liquidation Proceeds or Subsequent Recoveries or any income from
      an
      REO Property, will be applied in the following order of priority: first,
      to
      reimburse the Servicer or any Subservicer for any related unreimbursed Servicing
      Advances, pursuant to Section 3.11 or 3.17; second,
      to
      reimburse the Servicer for any related unreimbursed P&I Advances, pursuant
      to Section 3.11; third,
      to
      accrued and unpaid interest on the Mortgage Loan or REO Imputed Interest, at
      the
      Mortgage Rate, to the date of the liquidation or REO Disposition, or to the
      Due
      Date prior to the Remittance Date on which such amounts are to be distributed
      if
      not in connection with a liquidation or REO Disposition; and fourth,
      as a
      recovery of principal of the Mortgage Loan. If the amount of the recovery so
      allocated to interest is less than a full recovery thereof, that amount will
      be
      allocated as follows: first,
      to
      unpaid Servicing Fees; and second,
      as
      interest at the Mortgage Rate (net of the Servicing Fee Rate). The portion
      of
      the recovery so allocated to unpaid Servicing Fees shall be reimbursed to the
      Servicer or any Subservicer pursuant to Section 3.11 or 3.17. The portions
      of the recovery so allocated to interest at the Mortgage Rate (net of the
      Servicing Fee Rate) and to principal of the Mortgage Loan shall be applied
      as
      follows: first,
      to
      reimburse the Servicer or any Subservicer for any related unreimbursed Servicing
      Advances in accordance with Section 3.11 or 3.17, and second,
      to the
      Securities Administrator in accordance with the provisions of Section 4.02,
      subject to paragraph (e) of Section 3.17 with respect to certain
      excess recoveries from an REO Disposition.

    


    
      
        
          
          

        

        
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    Notwithstanding
      anything to the contrary contained herein, in connection with a foreclosure
      or
      acceptance of a deed in lieu of foreclosure, in the event the Servicer has
      received actual notice of, or has actual knowledge of the presence of, hazardous
      or toxic substances or wastes on the related Mortgaged Property, or if the
      Trustee or the Master Servicer otherwise requests, the Servicer shall cause
      an
      environmental inspection or review of such Mortgaged Property to be conducted
      by
      a qualified inspector. Upon completion of the inspection, the Servicer shall
      promptly provide the Trustee, the Master Servicer and the Depositor with a
      written report of the environmental inspection.

     

    After
      reviewing the environmental inspection report, the Servicer shall determine
      consistent with Accepted Servicing Practices how to proceed with respect to
      the
      Mortgaged Property. In the event (a) the environmental inspection report
      indicates that the Mortgaged Property is contaminated by hazardous or toxic
      substances or wastes and (b) the Servicer proceeds with foreclosure or
      acceptance of a deed in lieu of foreclosure, the Servicer shall be reimbursed
      for all reasonable costs associated with such foreclosure or acceptance of
      a
      deed in lieu of foreclosure and any related environmental clean-up costs, as
      applicable, from the related Liquidation Proceeds, or if the Liquidation
      Proceeds are insufficient to fully reimburse the Servicer, the Servicer shall
      be
      entitled to be reimbursed from amounts in the Collection Account pursuant to
      Section 3.11. In the event the Servicer does not proceed with foreclosure
      or acceptance of a deed in lieu of foreclosure, the Servicer shall be reimbursed
      from general collections for all Servicing Advances made with respect to the
      related Mortgaged Property from the Collection Account pursuant to
      Section 3.11. The Trustee shall not be responsible for any determination
      made by the Servicer pursuant to this paragraph or otherwise.

     

    Section
      3.16 Release
      of Mortgage Files.
      (a)  Upon the payment in full of any Mortgage Loan, or the receipt by
      the Servicer of a notification that payment in full shall be escrowed in a
      manner customary for such purposes, the Servicer will, within five
      (5) Business Days of the payment in full, notify the 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 which
      are
      required to be deposited in the Collection Account pursuant to Section 3.10
      have been or will be so deposited) of a Servicing Officer and shall request
      delivery to it of the Custodial File by submitting a Request for Release, which
      Request for Release may be in an electronic format in a form acceptable to
      the
      Custodian, to the Custodian. Upon receipt of such certification and Request
      for
      Release, the Custodian shall promptly release the related Custodial File to
      the
      Servicer within five (5) Business Days. No expenses incurred in connection
      with
      any instrument of satisfaction or deed of reconveyance shall be chargeable
      to
      the Collection Account. 

    


    
      
        
          
          

        

        
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    (b) From
      time
      to time and as appropriate for the servicing or foreclosure of any Mortgage
      Loan, including, for this purpose, collection under any Insurance Policy
      relating to the Mortgage Loans, the Custodian shall, upon request of the
      Servicer and delivery to the Custodian of a Request for Release, which Request
      for Release may be in an electronic format in a form acceptable to the
      Custodian, release the related Custodial File to the Servicer, and the Custodian
      shall, at the direction of the Servicer, execute such documents as shall be
      necessary to the prosecution of any such proceedings and the Servicer shall
      retain the Mortgage File in trust for the benefit of the Trustee. Such Request
      for Release shall obligate the Servicer to return each and every document
      previously requested from the Custodial File to the Custodian when the need
      therefor by the Servicer no longer exists, unless the Mortgage Loan has been
      liquidated and the Liquidation Proceeds relating to the Mortgage Loan have
      been
      deposited in the Collection Account or the Mortgage File or such document has
      been delivered 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 Servicer has delivered to the Custodian 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. Upon receipt of a certificate of a Servicing Officer stating
      that
      such Mortgage Loan was liquidated and that all amounts received or to be
      received in connection with such liquidation that are required to be deposited
      into the Collection Account have been so deposited, or that such Mortgage Loan
      has become an REO Property, a copy of the Request for Release shall be released
      by the Custodian to the Servicer or its designee.

     

    Upon
      written certification of a Servicing Officer, the Trustee shall execute and
      deliver to the Servicer copies of any court pleadings, requests for trustee’s
      sale or other documents reasonably necessary to the foreclosure or trustee’s
      sale in respect of a Mortgaged Property or to any legal action brought to obtain
      judgment against any Mortgagor on the Credit Line Agreement or Mortgage or
      to
      obtain a deficiency judgment, or to enforce any other remedies or rights
      provided by the Credit Line Agreement or Mortgage or otherwise available at
      law
      or in equity, or shall exercise and deliver to the Servicer a power of attorney
      sufficient to authorize the Servicer to execute such documents on its behalf.
      Each such certification shall include a request that such pleadings or documents
      be executed by the Trustee and a statement as to the reason such documents
      or
      pleadings are required and that the execution and delivery thereof by the
      Trustee will not invalidate or otherwise affect the lien of the Mortgage, except
      for the termination of such a lien upon completion of the foreclosure or
      trustee’s sale.

     

    Section
      3.17 Title,
      Conservation and Disposition of REO Property.
      (a)  This Section shall apply only to REO Properties acquired for the
      account of the Trustee and shall not apply to any REO Property relating to
      a
      Mortgage Loan which was purchased or repurchased from the Trustee pursuant
      to
      any provision hereof. In the event that title to any such REO Property is
      acquired, the deed or certificate of sale shall be issued to the Trust, or
      if
      not permitted by law, to [   ] (or, if applicable, the name of
      the successor Trustee) as Trustee for Structured Asset Securities Corporation
      Trust [   ] Mortgage Pass-Through Certificates, Series
      [   ], or to its nominee, for the benefit of the
      Certificateholders.

     

    (b) The
      Servicer shall manage, conserve, protect and operate each REO Property for
      the Trustee solely for the purpose of its prompt disposition and sale. The
      Servicer, either itself or through an agent selected by the Servicer, shall
      manage, conserve, protect and operate the REO Property in the same manner that
      it manages, conserves, protects and operates other foreclosed property for
      its
      own account, and in the same manner that similar property in the same locality
      as the REO Property is managed. The Servicer shall attempt to sell the same
      (and
      may temporarily rent the same for a period not greater than one year, except
      as
      otherwise provided below) on such terms and conditions as the Servicer deems
      to
      be in the best interest of the Trustee on behalf of the Certificateholders.
      The
      Servicer shall notify the Trustee from time to time as to the status of each
      REO
      Property.

    


    
      
        
          
          

        

        
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    (c) The
      Servicer shall segregate and hold all funds collected and received in connection
      with the operation of any REO Property separate and apart from its own funds
      and
      general assets and shall deposit such funds in the Collection
      Account.

     

    (d) The
      Servicer shall deposit net of reimbursement to the Servicer for any related
      outstanding Servicing Advances and unpaid Servicing Fees provided in
      Section 3.11, or cause to be deposited in the Collection Account, in no
      event later than two Business Days after the deposit of such funds into the
      clearing account, all revenues received with respect to the related REO Property
      and shall withdraw therefrom funds necessary for the proper operation,
      management and maintenance of the REO Property.

     

    (e) The
      Servicer, upon an REO Disposition, shall be entitled to reimbursement for any
      related unreimbursed Servicing Advances as well as any unpaid Servicing Fees
      from proceeds received in connection with the REO Disposition, as further
      provided in Section 3.11.

     

    (f) Any
      net
      proceeds from an REO Disposition which are in excess of the unpaid principal
      balance of the related Mortgage Loan plus all unpaid REO Imputed Interest
      thereon through the date of the REO Disposition shall be retained by the
      Servicer as additional servicing compensation.

     

    (g) The
      Servicer shall use Accepted Servicing Practices to sell, or cause the
      Subservicer to sell, in accordance with Accepted Servicing Practices, any REO
      Property as soon as possible, but in no event later than the conclusion of
      the
      third calendar year beginning after the year of its acquisition by the [Lower
      Tier] REMIC unless (i) the Servicer applies for an extension of such period
      from the Internal Revenue Service pursuant to the REMIC Provisions and Code
      Section 856(e)(3), in which event such REO Property shall be sold within
      the applicable extension period, or (ii) the Servicer obtains for the
      Trustee an Opinion of Counsel, addressed to the Depositor, the Trustee and
      the
      Servicer, to the effect that the holding by the REMIC of such REO Property
      subsequent to such period will not result in the imposition of taxes on
“prohibited transactions” as defined in Section 860F of the Code or cause
      any REMIC created under this Agreement to fail to qualify as a REMIC under
      the
      REMIC Provisions or comparable provisions of relevant state laws at any time.
      The Servicer shall manage, conserve, protect and operate each REO Property
      for
      the Trustee solely for the purpose of its prompt disposition and sale in a
      manner which does not cause such REO Property to fail to qualify as “foreclosure
      property” within the meaning of Section 860G(a)(8) or result in the receipt
      by any REMIC created hereunder of any “income from non-permitted assets” within
      the meaning of Section 860F(a)(2)(B) of the Code or any “net income from
      foreclosure property” which is subject to taxation under Section 860G(a)(1)
      of the Code. Pursuant to its efforts to sell such REO Property, the Servicer
      shall either itself or through an agent selected by the Servicer protect and
      conserve such REO Property in the same manner and to such extent as is customary
      in the locality where such REO Property is located and may, incident to its
      conservation and protection of the interests of the Trustee on behalf of the
      Certificateholders, rent the same, or any part thereof, as the Servicer deems
      to
      be in the best interest of the Trustee on behalf of the Certificateholders
      for
      the period prior to the sale of such REO Property; provided,
      however,
      that
      any rent received or accrued with respect to such REO Property qualifies as
      “rents from real property” as defined in Section 856(d) of the
      Code.

    


    
      
        
          
          

        

        
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    Section
      3.18 Notification
      of Adjustments.
      With
      respect to each Adjustable Rate Mortgage Loan, the Servicer shall adjust the
      Mortgage Rate on the related Adjustment Date and shall adjust the Scheduled
      Payment on the related mortgage payment adjustment date, if applicable, in
      compliance with the requirements of applicable law and the related Mortgage
      and
      Credit Line Agreement. In the event that an Index becomes unavailable or
      otherwise unpublished, the Servicer shall select a comparable alternative index
      over which it has no direct control and which is readily verifiable. The
      Servicer shall execute and deliver any and all necessary notices required under
      applicable law and the terms of the related Credit Line Agreement and Mortgage
      regarding the Mortgage Rate and Scheduled Payment adjustments. The Servicer
      shall promptly, upon written request therefor, deliver to the Master Servicer
      such notifications and any additional applicable data regarding such adjustments
      and the methods used to calculate and implement such adjustments. Upon the
      discovery by the Servicer or the receipt of notice from the Master Servicer
      that
      the Servicer has failed to adjust a Mortgage Rate or Scheduled Payment in
      accordance with the terms of the related Credit Line Agreement, the Servicer
      shall deposit in the Collection Account from its own funds the amount of any
      interest loss caused as such interest loss occurs.

     

    Section
      3.19 Access
      to Certain Documentation and Information Regarding the Mortgage
      Loans.
      The
      Servicer shall provide, or cause the Subservicer to provide, to the Depositor,
      the Trustee, the OTS or the FDIC and the examiners and supervisory agents
      thereof, access to the documentation regarding the Mortgage Loans in its
      possession required by applicable regulations of the OTS. Such access shall
      be
      afforded without charge, but only upon 10 days (or, if an Event of Default
      has
      occurred and is continuing, 3 Business Days) prior written request and during
      normal business hours at the offices of the Servicer or, if applicable, any
      Subservicer. Nothing in this Section shall derogate from the obligation of
      any
      such party to observe any applicable law prohibiting disclosure of information
      regarding the Mortgagors and the failure of any such party to provide access
      as
      provided in this Section as a result of such obligation shall not
      constitute a breach of this Section.

     

    Nothing
      in this Section 3.19 shall require the Servicer to collect, create, collate
      or
      otherwise generate any information that it does not generate in its usual course
      of business. The Servicer shall not be required to make copies of or to ship
      documents to any Person who is not a party to this Agreement, and then only
      if
      provisions have been made for the reimbursement of the costs
      thereof.

     

    


    
      
        
          
          

        

        
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      Section
        3.20 Documents,
        Records and Funds in Possession of the Servicer to Be Held for the
        Trustee.
        Not
        later than thirty days after each Distribution Date, the Servicer shall
        forward to the Trustee, the Master Servicer and the Securities Administrator
        a
        statement prepared by the Servicer setting forth the status of the Collection
        Account as of the close of business on the last day of the calendar month
        relating to such Distribution Date and showing, for the period covered by
        such
        statement, the aggregate amount of deposits into and withdrawals from the
        Collection Account of each category of deposit specified in Section 3.10(a)
        and each category of withdrawal specified in Section 3.11. Such statement
        shall be provided substantially in the form of Exhibit N-1 hereto. Copies
        of such statement shall be provided by the Securities Administrator to any
        Certificateholder and to any Person identified to the Securities Administrator
        as a prospective transferee of a Certificate, upon the request and at the
        expense of the requesting party, provided such statement is delivered by
        the
        Servicer to the Securities Administrator.

       

    

    Section
      3.21 Servicing
      Compensation.
      (a)  As compensation for its activities hereunder, the Servicer shall,
      with respect to each Mortgage Loan, be entitled to retain from deposits to
      the
      Collection Account and from Liquidation Proceeds, Condemnation Proceeds,
      Insurance related Proceeds, Subsequent Recoveries and REO Proceeds related
      to
      such Mortgage Loan, the Servicing Fee with respect to each Mortgage Loan (less
      any portion of such amounts retained by any Subservicer). In addition, the
      Servicer shall be entitled to recover unpaid Servicing Fees out of related
      Late
      Collections and as otherwise permitted under Section 3.11. The right to
      receive the Servicing Fee may not be transferred in whole or in part except
      in
      connection with the transfer of all of the Servicer’s responsibilities and
      obligations under this Agreement; provided,
      however,
      that
      the Servicer may pay from the Servicing Fee any amounts due to a Subservicer
      pursuant to a Subservicing Agreement entered into under
      Section 3.02.

     

    (b) Additional
      servicing compensation in the form of assumption or modification fees, late
      payment charges, NSF fees, reconveyance fees and other similar fees and charges
      (other than Prepayment Charges) shall be retained by the Servicer only to the
      extent such fees or charges are received by the Servicer. The Servicer shall
      also be entitled pursuant to Section 3.11(a)(iv) to withdraw from the
      Collection Account, as additional servicing compensation, interest or other
      income earned on deposits therein. The Servicer shall also be entitled as
      additional servicing compensation, to interest or other income earned on
      deposits in the Escrow Account (to the extent permitted by law and the related
      Mortgage Loan documents) in accordance with Section 3.12. The Servicer
      shall also be entitled to retain net Prepayment Interest Excesses (to the extent
      not required to offset Prepayment Interest Shortfalls), but only to the extent
      such amounts are received by the Servicer.

     

    (c) The
      Servicer shall be required to pay all expenses incurred by it in connection
      with
      its servicing activities hereunder (including payment of premiums for any
      blanket policy insuring against hazard losses pursuant to Section 3.13,
      servicing compensation of the Subservicer to the extent not retained by it
      and
      the fees and expenses of independent accountants and any agents appointed by
      the
      Servicer), and shall not be entitled to reimbursement therefor from the Trust
      Fund except as specifically provided in Section 3.11.

    


    
      
        
          
          

        

        
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    Section
      3.22 Report
      on Assessment of Compliance with Relevant Servicing Criteria.
      On or
      prior to the Closing Date, the Servicer shall deliver to the Sponsor, the Master
      Servicer, the Securities Administrator and the Depositor a certification in
      the
      form of Exhibit S attached hereto regarding the items it will address in its
      assessment of compliance with the Servicing Criteria under this Section 3.22.
      On
      or before March [1] of each calendar year, beginning with March [1],
      20[  ], the Servicer shall deliver to the Master Servicer, the
      Securities Administrator and the Depositor a report (in form and substance
      reasonably satisfactory to the Depositor and the Securities Administrator)
      regarding its assessment of compliance with the Relevant Servicing Criteria
      identified in Exhibit S attached hereto, as of and for the period ending the
      end
      of the fiscal year ending no later than [December 31] of the year prior to
      the
      year of delivery of the report, with respect to asset-backed security
      transactions taken as a whole in which the Servicer is performing any of the
      Servicing Criteria specified in Exhibit S and that are backed by the same asset
      type backing such asset-backed securities. Each such report shall include (a)
      a
      statement of the party’s responsibility for assessing compliance with the
      Relevant Servicing Criteria applicable to such party, (b) a statement that
      such
      party used the criteria identified in Item 1122(d) of Regulation AB (§
229.1122(d)) to assess compliance with the Relevant Servicing Criteria, (c)
      disclosure of any material instance of noncompliance identified by such party,
      and (d) a statement that a registered public accounting firm has issued an
      attestation report on such party’s assessment of compliance with the Relevant
      Servicing Criteria, which report shall be delivered by the Servicer as provided
      in Section 3.23 hereto. In addition, on or before March 1st
      of each
      calendar year, beginning with March [1], 20[  ], the Servicer shall,
      at its own expense, furnish to the Master Servicer a report meeting the
      requirements set forth above regarding the assessment of compliance of any
      Subservicer or Subcontractor which is a Servicing Function Participant (each,
      without respect to any threshold limitations in Instruction 2 to Item 1122
      of
      Regulation AB).

     

    Promptly
      after receipt of each such report on assessment of compliance, (i) the Depositor
      shall review each such report and, if applicable, consult with the Master
      Servicer, the Securities Administrator, the Trustee and any Servicing Function
      Participant engaged by such parties as to the nature of any material instance
      of
      noncompliance with the Relevant Servicing Criteria by each such party, and
      (ii)
      the Securities Administrator shall confirm that the assessments, taken as a
      whole, address all of the Servicing Criteria and taken individually address
      the
      Relevant Servicing Criteria for each party as set forth on Exhibit S and on
      any
      similar exhibit set forth in any servicing or sub-servicing agreement in respect
      of any Servicing Function Participant and notify the Depositor of any
      exceptions. None of such parties shall be required to deliver any such
      assessments until [April 15] in any given year so long as it has received
      written confirmation from the Depositor that a Form 10-K is not required to
      be
      filed with the Commission in respect of the Trust for the preceding calendar
      year.

     

    Section
      3.23 Report
      on Attestation of Compliance with Relevant Servicing Criteria. 
      On or
      before [March 1st]
      of each
      calendar year, beginning with [March 1], 20[  ], the Servicer shall,
      at its own expense, cause a firm of independent public accountants (who may
      also
      render other services to Servicer), which is a member of the American Institute
      of Certified Public Accountants, to furnish to the Master Servicer, the
      Securities Administrator and the Depositor (i) year-end audited (if available)
      financial statements of the Servicer and (ii) a report to the effect that such
      firm that attests to, and reports on, the assessment made by such asserting
      party pursuant to Section 3.22 above, which report shall be made in accordance
      with standards for attestation engagements issued or adopted by the PCAOB.
      In
      addition, on or before March [1st]
      of each
      calendar year, beginning with [March 1], 20[  ], the Servicer shall,
      at its own expense, furnish to the Master Servicer a report meeting the
      requirements of clause (ii) above regarding the attestation of any Subservicer
      or Subcontractor which is a Servicing Function Participant (each, without
      respect to any threshold limitations in Instruction 2. to Item 1122 of
      Regulation AB).

    


    
      
        
          
          

        

        
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    Promptly
      after receipt of such report from the Servicer, the Master Servicer, the
      Securities Administrator or any Servicing Function Participant engaged by such
      parties, (i) the Depositor shall review the report and, if applicable, consult
      with such parties as to the nature of any defaults by such parties, in the
      fulfillment of any of each such party’s obligations hereunder or under any other
      applicable agreement, and (ii) the Securities Administrator shall confirm that
      each assessment submitted pursuant to Section 3.22 is coupled with an
      attestation meeting the requirements of this Section and notify the Depositor
      of
      any exceptions. None of the Master Servicer, the Securities Administrator,
      the
      Trustee or any Servicing Function Participant engaged by such parties shall
      be
      required to deliver or cause the delivery of such reports until [April 15]
      in
      any given year so long as it has received written confirmation from the
      Depositor that a Form 10-K is not required to be filed in respect of the Trust
      for the preceding fiscal year.

     

    Section
      3.24 Annual
      Officer’s Certificates.
      (a) Each
      Form 10-K filed with the Commission shall include a certification (the
“Sarbanes-Oxley
      Certification”),
      exactly as set forth in Exhibit L attached hereto, required to be included
      therewith pursuant to the Sarbanes-Oxley Act. The Servicer and the Securities
      Administrator shall, and shall cause any Servicing Function Participant engaged
      by it to, provide to the Master Servicer or any Person who signs the
      Sarbanes-Oxley Certification (the “Certifying
      Person”),
      by
      [March 10] of each year in which the Trust is subject to the reporting
      requirements of the Exchange Act and otherwise within a reasonable period of
      time upon request, a certification (each, a “Back-Up
      Certification”),
      in
      the form attached hereto as Exhibit M, 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. In the event the Master Servicer, the Securities Administrator,
      the Trustee or any Servicing Function Participant engaged by parties is
      terminated or resigns pursuant to the terms of this Agreement, or any applicable
      sub-servicing agreement, as the case may be, such party shall provide a Back-Up
      Certification to the Certifying Person pursuant to this Section 3.24 with
      respect to the period of time it was subject to this Agreement or any applicable
      sub-servicing agreement, as the case may be.

     

    (b) On
      or
      before [March 1st]
      of each
      year, beginning with [March 1], 20[  ], the Servicer, at its own
      expense, will deliver to the Securities Administrator and the Depositor with
      respect to the period ending on the immediately preceding [December 31], a
      Servicing Officer’s certificate in the form of Exhibit U hereto.

     

    (c) The
      Servicer shall indemnify and hold harmless the Trustee, the Master Servicer,
      the
      Securities Administrator, the Depositor and their respective officers,
      directors, agents and affiliates from and against any losses, damages,
      penalties, fines, forfeitures, reasonable legal fees and related costs,
      judgments and other costs and expenses arising out of or based upon a breach
      by
      the Servicer or any of its officers, directors, agents or affiliates of its
      obligations under this Section 3.24 or the negligence, bad faith or willful
      misconduct of the Servicer in connection therewith. If the indemnification
      provided for herein is unavailable or insufficient to hold harmless the Trustee,
      the Master Servicer, the Securities Administrator and the Depositor, then the
      Servicer agrees that it shall contribute to the amount paid or payable by the
      Trustee, the Master Servicer, the Securities Administrator, the Depositor or
      their respective officers, directors, agents or affiliates as a result of the
      losses, claims, damages or liabilities of any such party in such proportion
      as
      is appropriate to reflect the relative fault of the such party or parties on
      the
      one hand and the Servicer on the other in connection with a breach of the
      Servicer’s obligations under this Section 3.24 or the Servicer’s negligence, bad
      faith or willful misconduct in connection therewith.

    


    
      
        
          
          

        

        
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    Section
      3.25 Master
      Servicer to Act as Servicer.
      (a)  Subject to Section 7.02, in the event that the Servicer
      shall for any reason no longer be the Servicer hereunder (including by reason
      of
      an Event of Default), the Master Servicer or its successor shall thereupon
      assume all of the rights and obligations of the Servicer hereunder arising
      thereafter, except that the Master Servicer shall not be (i) liable for
      losses of the predecessor Servicer pursuant to Section 3.10 or any acts or
      omissions of the predecessor Servicer hereunder, (ii) obligated to
      effectuate repurchases or substitutions of Mortgage Loans hereunder, including
      but not limited to repurchases or substitutions pursuant to Section 2.03,
      (iii) responsible for expenses of the predecessor Servicer pursuant to
      Section 2.03 or (iv) deemed to have made any representations and
      warranties of the Servicer hereunder. Any such assumption shall be subject
      to
      Section 7.02.

     

    (b) Every
      Subservicing Agreement entered into by the Servicer shall contain a provision
      giving the successor servicer the option to terminate such agreement in the
      event a successor servicer is appointed.

     

    (c) If
      the
      Servicer shall for any reason no longer be the Servicer (including by reason
      of
      any Event of Default), the Master Servicer (or any other successor servicer)
      may, at its option, succeed to any rights and obligations of the Servicer under
      any Subservicing Agreement in accordance with the terms thereof; provided,
      that
      the Master Servicer (or any other successor servicer) shall not incur any
      liability or have any obligations in its capacity as successor servicer under
      a
      Subservicing Agreement arising prior to the date of such succession unless
      it
      expressly elects to succeed to the rights and obligations of the Servicer
      thereunder; and the Servicer shall not thereby be relieved of any liability
      or
      obligations under the Subservicing Agreement arising prior to the date of such
      succession.

     

    (d) The
      Servicer shall, upon request of the Master Servicer, but at the expense of
      the
      Servicer, deliver to the assuming party all documents and records relating
      to
      each Subservicing Agreement (if any) and the Mortgage Loans then being serviced
      thereunder and an accounting of amounts collected and held by it, and otherwise
      use its best efforts to effect the orderly and efficient transfer of the
      Subservicing Agreement to the assuming party.

     

    Section
      3.26 Compensating
      Interest.
      The
      Servicer shall remit to the Master Servicer on each Remittance Date an amount
      from its own funds equal to the Compensating Interest payable by the Servicer
      for the related Distribution Date.

     

    Section
      3.27 Credit
      Reporting; Gramm-Leach-Bliley Act.
      (a)  With respect to each Mortgage Loan serviced by it, the Servicer
      agrees to fully furnish, in accordance with the Fair Credit Reporting Act and
      its implementing regulations, accurate and complete information (e.g., favorable
      and unfavorable) on the primary borrower of such Mortgage Loan to Equifax,
      Experian and TransUnion Credit Information Company (three of the credit
      repositories) on a monthly basis.

    


    
      
        
          
          

        

        
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    (b) The
      Servicer shall comply with Title V of the Gramm-Leach-Bliley Act of 1999
      and all applicable regulations promulgated thereunder, relating to the Mortgage
      Loans and the related borrowers and shall provide all required notices
      thereunder.

     

    Section
      3.28 Maintenance
      of the Bulk PMI Policy.
      [Reserved]

     

    Section
      3.29 Notifications
      to Parties.
      The
      Servicer shall promptly notify the Trustee, the Securities Administrator, the
      Master Servicer and the Depositor (i) of any legal proceedings pending against
      the Servicer of the type described in Item 1117 (§ 229.1117) of Regulation AB
      and (ii) if the Servicer shall become (but only to the extent not previously
      disclosed to the Securities Administrator, the Master Servicer and the
      Depositor) at any time an affiliate of any of the parties listed on Exhibit
      T to
      this Agreement. If so requested by the Trustee, the Securities Administrator,
      the Master Servicer or the Depositor on any date following the date on which
      information was first provided to the Trustee, the Master Servicer, the
      Securities Administrator and the Depositor, pursuant to the preceding sentence,
      the Servicer shall within [five] Business Days following such request, confirm
      in writing the accuracy of the representations and warranties set forth in
      paragraph (e) of Schedule
      II
      hereto,
      or, the Servicer shall, if such a representation and warranty is not accurate
      as
      of the date of such request, provide reasonable adequate disclosure of the
      pertinent facts, in writing, to the requesting party. 

     

    The
      Servicer shall provide to the Securities Administrator, the Trustee, the Master
      Servicer and the Depositor prompt notice of the occurrence of any of the
      following: (i) any event of default under the terms of this Agreement; (ii)
      any
      merger, consolidation or sale of substantially all of the assets of the
      Servicer; (iii) the Servicer’s engagement of any Subservicer, Subcontractor or
      vendor to perform or assist in the performance of any of the Servicer’s
      obligations under this Agreement; (iv) any material litigation involving the
      Servicer; and (v) any affiliation or other significant relationship between
      the
      Servicer and other transaction parties.

     

    Not
      later
      than the [tenth] calendar day of each month (or if such calendar day is not
      a
      Business Day, the immediately preceding Business Day), the Servicer shall
      provide to the Securities Administrator, the Trustee, the Master Servicer 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 Due Period or that have cumulatively become material over
      time (see 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
      Monthly Statement filed with the Commission on Form 10-D.

     

    Section
      3.30 Obligations
      of the Custodian; Indemnification. 
      (a) On
      or before [March 1st]
      of each
      calendar year, beginning with [March 1], 20[  ], the Custodian shall,
      at its own expense, cause a firm of independent public accountants (who may
      also
      render other services to the Custodian), which is a member of the American
      Institute of Certified Public Accountants, to furnish to the Depositor a report
      to the effect that such firm that attests to, and reports on, the assessment
      made by such asserting party pursuant paragraph (b) of this Section 3.29 below,
      which report shall be made in accordance with standards for attestation
      engagements issued or adopted by the PCAOB. 

    


    
      
        
          
          

        

        
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    (b) On
      or
      prior to the Closing Date, the Custodian shall deliver to the Depositor and
      the
      Securities Administrator, a certification in the form of Exhibit S attached
      hereto regarding the items it will address in its assessment of compliance
      with
      the Servicing Criteria under this Section 3.30(b). On or before [March 1] of
      each calendar year, beginning with [March 1], 20[ ], the Custodian shall
      deliver to the Depositor and the Securities Administrator a report regarding
      its
      assessment of compliance with the Relevant Servicing Criteria identified in
      Exhibit S attached hereto, as of and for the period ending the end of the fiscal
      year ending no later than [December 31] of the year prior to the year of
      delivery of the report, with respect to asset-backed security transactions
      taken
      as a whole in which the Custodian is performing any of the Relevant Servicing
      Criteria specified in Exhibit S and that are backed by the same asset type
      backing such asset-backed securities. Each such report shall include (a) a
      statement of the party’s responsibility for assessing compliance with the
      Relevant Servicing Criteria applicable to such party, (b) a statement that
      such
      party used the Servicing Criteria identified in Item 1122(d) of Regulation
      AB (§
229.1122(d)) to assess compliance with the Relevant Servicing Criteria, (c)
      disclosure of any material instance of noncompliance identified by such party,
      and (d) a statement that a registered public accounting firm has issued an
      attestation report on such party’s assessment of compliance with the Relevant
      Servicing Criteria, which report shall be delivered by the Custodian as provided
      in Section 3.23. 

     

    (c) The
      Custodian has not and shall not engage any Subcontractor which is a “Servicing
      Function Participant.”

     

    (d) The
      Custodian agrees to indemnify the Depositor and the Trustee, 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 3.30(c) or
      any
      failure by the Custodian to deliver any information, report, certification,
      accountants’ letter or other material when and as required under this Agreement,
      including any report under Sections 3.30(a) or (b).

     

    ARTICLE
      IV

     

    DISTRIBUTIONS
      AND

    ADVANCES
      BY THE SERVICER

     

    Section
      4.01 Advances.
      (a)  The amount of P&I Advances to be made by the Servicer for any
      Remittance Date shall equal, subject to Section 4.01(c), the sum of
      (i) the aggregate amount of Scheduled Payments (with each interest portion
      thereof net of the related Servicing Fee), due during the Due Period immediately
      preceding such Remittance Date in respect of the Mortgage Loans, which Scheduled
      Payments were not received as of the close of business on the related
      Determination Date, plus (ii) with respect to each REO Property, which REO
      Property was acquired during or prior to the related Prepayment Period and
      as to
      which such REO Property an REO Disposition did not occur during the related
      Prepayment Period, an amount equal to the excess, if any, of the Scheduled
      Payments (with each interest portion thereof net of the related Servicing Fee)
      that would have been due on the related Due Date in respect of the related
      Mortgage Loans, over the net income from such REO Property transferred to the
      Collection Account for distribution on such Remittance Date.

    


    
      
        
          
          

        

        
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    (b) On
      each
      Remittance Date, the Servicer shall remit in immediately available funds to
      the
      Master Servicer an amount equal to the aggregate amount of P&I Advances, if
      any, to be made in respect of the Mortgage Loans and REO Properties for the
      related Remittance Date either (i) from its own funds or (ii) from the
      Collection Account, to the extent of funds held therein for future distribution
      (in which case, it will cause to be made an appropriate entry in the records
      of
      the Collection Account that Amounts Held for Future Distribution have been,
      as
      permitted by this Section 4.01, used by it in discharge of any such P&I
      Advance) or (iii) in the form of any combination of (i) and
      (ii) aggregating the total amount of P&I Advances to be made by the
      Servicer with respect to the Mortgage Loans and REO Properties. Any Amounts
      Held
      for Future Distribution and so used shall be appropriately reflected in the
      Servicer’s records and replaced by the Servicer by deposit in the Collection
      Account on or before any future Remittance Date to the extent
      required.

     

    (c) The
      obligation of the Servicer to make such P&I Advances is mandatory,
      notwithstanding any other provision of this Agreement but subject to
      (d) below, and, with respect to any Mortgage Loan or REO Property, shall
      continue until a Final Recovery Determination in connection therewith or the
      removal thereof from coverage under this Agreement, except as otherwise provided
      in this Section.

     

    (d) Notwithstanding
      anything herein to the contrary, no P&I Advance or Servicing Advance shall
      be required to be made hereunder by the Servicer if such P&I Advance or
      Servicing Advance would, if made, constitute a Nonrecoverable P&I Advance or
      Nonrecoverable Servicing Advance. The determination by the Servicer that it
      has
      made a Nonrecoverable P&I Advance or a Nonrecoverable Servicing Advance or
      that any proposed P&I Advance or Servicing Advance, if made, would
      constitute a Nonrecoverable P&I Advance or a Nonrecoverable Servicing
      Advance, respectively, shall be evidenced by an Officer’s Certificate of the
      Servicer delivered to the Master Servicer. In addition, the Servicer shall
      not
      be required to advance any Relief Act Interest Shortfalls.

     

    (e) Except
      as
      otherwise provided herein, the Servicer shall be entitled to reimbursement
      pursuant to Section 3.11 for Servicing Advances from recoveries from the
      related Mortgagor or from all Liquidation Proceeds and other payments or
      recoveries (including Insurance Proceeds, Condemnation Proceeds and Subsequent
      Recoveries) with respect to the related Mortgage Loan.

     

    (f) On
      each
      Remittance Date, the Master Servicer shall deposit in the Distribution Account
      all funds remitted to it by the Servicer pursuant to Sections 3.11(a)(i) and
      3.26 and this Section 4.01. The Securities Administrator may retain or withdraw
      from the Distribution Account, (i) the Master Servicing Fee, (ii) amounts
      necessary to reimburse the Servicer for any previously unreimbursed Advances
      and
      any Advances the Servicer deems to be nonrecoverable from the related Mortgage
      Loan proceeds, (iii) amounts necessary to reimburse the Master Servicer for
      any
      previously unreimbursed Advances and any Advances the Master Servicer deems
      to
      be nonrecoverable from the related Mortgage Loan proceeds, (iv) an amount to
      indemnify the Master Servicer or the Servicer for amounts due in accordance
      with
      this Agreement, and (v) any other amounts that each of the Master Servicer
      and
      the Securities Administrator is entitled to receive hereunder for reimbursement,
      indemnification or otherwise.

    


    
      
        
          
          

        

        
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    Section
      4.02 Priorities
      of Distribution.
      (a)  On each Distribution Date, the Securities Administrator will make
      the disbursements and transfers from amounts then on deposit in the Distribution
      Account and from amounts that are available for payment to the Swap
      Counterparty, and shall allocate such amounts to the interests issued in respect
      of each REMIC created pursuant to this Agreement and shall distribute such
      amounts in the following order of priority and to the extent of the Available
      Funds remaining:

     

    (i) [to
      the
      Supplemental Interest Trust and the holders of each Class of LIBOR
      Certificates in the following order of priority:

     

    (A) from
      the
      Interest Remittance Amount, for deposit into the Supplemental Interest Trust
      Account, the amount of any Net Swap Payment or Swap Termination Payment (other
      than a Swap Termination Payment caused by the Swap Counterparty) owed to the
      Swap Counterparty, including any such amounts unpaid from previous Distribution
      Dates;

     

    (B) concurrently:

     

    (1)
      from
      the Interest Remittance Amount related to the [Group I] Mortgage Loans, to
      the
      Class [  ] Certificates, the related Senior Interest Payment Amount;
      and

     

    (2)
      from
      the Interest Remittance Amount related to the [Group II] Mortgage Loans, to
      the
      Class [  ] and Class [   ] Certificates, pro
      rata,
      (based
      on the amounts distributable under this clause (i)(B)(2)) the related Senior
      Interest Payment Amount for such Classes of such Certificates on such
      Distribution Date;

     

    provided, that,
      if the
      Interest Remittance Amount for any Loan Group is insufficient to make the
      related payments set forth in clauses (i)(B)(1)or (i)(B)(2) above, any Interest
      Remittance Amount relating to the other Loan Group remaining after payment
      of
      the related Senior Interest Payment Amount will be available to cover that
      shortfall; and

     

    (C) from
      any
      remaining Interest Remittance Amounts, sequentially, to each Class of Class
      [  ] Certificates, in ascending order by numerical Class
      designation;]

     

    [To
      be
      modified in accordance with the structure of the related
      transaction.]

     

    


    


    
      
        
          
          

        

        
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      (ii) [(A)  on
        each Distribution Date (1) before the Stepdown Date or (2) with
        respect to which a Trigger Event is in effect, to the Supplemental Interest
        Trust and to the holders of the Class or Classes of LIBOR Certificates then
        entitled to distributions of principal as set forth below, from amounts
        remaining on deposit in the Distribution Account after making distributions
        pursuant to clause (i) above, an amount equal to, in the aggregate,
        the Principal Payment Amount in the following amounts and order of
        priority:

    

     

    (a) for
      deposit into the Supplemental Interest Trust Account, any Net Swap Payment
      or
      Swap Termination Payment (other than a Swap Termination Payment caused by the
      Swap Counterparty) owed to the Swap Counterparty to the extent unpaid pursuant
      to clause (i)(A) above;

     

    (b) concurrently:

     

    (1)
      to
      the Class [  ] Certificates, the [Group I] Principal Payment Amount,
      until the Class Certificate Balance of the Class [ ] Certificates is
      reduced to zero; and

     

    (2)
      to
      the [Group II] Certificates, the [Group II] Principal Payment Amount, allocated
      as described in Section 4.02(c), until their respective Class Certificate
      Balances are reduced to zero;

     

    (c) sequentially,
      to each Class of Class [  ] Certificates, in ascending order by
      numerical Class designation, until their respective Class Certificate
      Balances are reduced to zero;

     

    (B) on
      each
      Distribution Date (1) on and after the Stepdown Date and (2) as long
      as a Trigger Event is not in effect, to the Supplemental Interest Trust and
      to
      the holders of the Class or Classes of LIBOR Certificates then entitled to
      distribution of principal, from amounts remaining on deposit in the Distribution
      Account after making distributions pursuant to clause (i) above, an
      amount equal to, in the aggregate, the Principal Payment Amount in the following
      amounts and order of priority:

     

    (a) for
      deposit into the Supplemental Interest Trust Account, any Net Swap Payment
      or
      Swap Termination Payment (other than a Swap Termination Payment caused by the
      Swap Counterparty) owed to the Swap Counterparty to the extent unpaid pursuant
      to clause (i)(A) above;

     

    (b) concurrently:

     

    (1)
      to
      the Class [  ] Certificates, the [Group I] Senior Principal Payment
      Amount, until the Class Certificate Balance of the Class [  ]
      Certificates is reduced to zero;

    


    
      
        
          
          

        

        
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      (2)
        to
        the [Group II] Certificates, the [Group II] Senior Principal Payment Amount,
        allocated as described in Section 4.02(c), until their respective Class
        Certificate Balances are reduced to zero;

    

     

    (c) sequentially,
      to each Class of Class [  ] Certificates, in ascending order by
      numerical Class designation, the Class [  ] Principal Payment
      Amount for the related Class of Class [  ] certificates, until
      their respective Class Certificate Balances are reduced to
      zero;]

     

    [To
      be
      modified in accordance with the structure of the related
      transaction.]

     

    (iii) [any
      amounts remaining after the distributions in clauses (i) and (ii) above,
      plus, as specifically indicated below, from amounts on deposit in the [Excess
      Reserve Fund Account], shall be distributed in the following order of
      priority:

     

    (A) to
      the
      Class [  ] Certificates and the Class [  ] Certificates, in
      the same order of priority set forth in clauses (ii)(A)(b), (ii)(A)(c),
      (ii)(B)(b) and (ii)(B)(c) above, as applicable, the amount necessary to maintain
      the Overcollateralization Target Amount for such Distribution Date;

     

    (B) sequentially,
      to the holders of the Class [ ] Certificates, in ascending order by
      numerical Class designation, first
      any
      Interest Carry Forward Amount for that Class, and second,
      any
      Unpaid Realized Loss Amount for that Class;

     

    (C) to
      the
      [Excess Reserve Fund Account], the amount of any Basis Risk Payment for such
      Distribution Date;

     

    (D) from
      amounts on deposit in the [Excess Reserve Fund Account] with respect to such
      Distribution Date, an amount equal to any unpaid Basis Risk Carryover Amount
      with respect to the LIBOR Certificates for such Distribution Date, allocated
      in
      the same order and priority as set forth in clauses (a)(i)(B) and (a)(i)(C),
      except that the Class [  ] Certificates will be paid (a) first,
      pro rata,
      based on
      their respective Class Certificate Balances only with respect to the Class
      [  ] Certificates with an outstanding Unpaid Basis Risk Carryover
      Amount and second,
      pro rata,
      based on
      any remaining unpaid Basis Risk Carryover Amounts;

     

    (E) to
      the
      Swap Counterparty, any Swap Termination Payment caused by the Swap
      Counterparty;

     

    (F) to
      the
      holders of the Class [X] Certificates, the remainder of the Class [X]
      Distributable Amount not distributed pursuant to
      Sections 4.02(a)(iii)(A)-(E); and

     

    (G) to
      the
      holders of the Class [R] Certificates, any remaining amount;]

     

    [To
      be
      modified in accordance with the structure of the related
      transaction.]

     

    


     

    
      
        
          
          

        

        
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      [If
        on
        any Distribution Date, as a result of the foregoing allocation rules, any
        Class of Class [  ] Certificates does not receive in full
        the related Interest Payment Amount or the related Interest Carry Forward
        Amount, if any, then such shortfall will be allocated to the Holders of such
        Class, with interest thereon, on future Distribution Dates, as Interest Carry
        Forward Amounts, subject to the priorities described above.

    

     

    [To
      be
      modified in accordance with the structure of the related
      transaction.]

     

    (b) [On
      each
      Distribution Date, prior to any distributions on any other Class of
      Certificates, all amounts representing Prepayment Charges from the Mortgage
      Loans received during the related Prepayment Period shall be distributed by
      the
      Securities Administrator to the holders of the Class [P]
      Certificates.]

     

    [To
      be
      modified in accordance with the structure of the related
      transaction.]

     

    (c) [Any
      principal distributions to the holders of the Class [  ] Certificates
      on any Distribution Date prior to the Stepdown Date will be allocated to the
      Class [  ] Certificates, on the one hand, and the [Group II]
      Certificates, on the other hand, based on the Group Principal Allocation
      Percentage for such Certificate Groups. However, if the Class Certificate
      Balances of the Class [  ] Certificates in either Certificate Group
      are reduced to zero before the Stepdown Date, then the remaining amount of
      principal distributions distributable to the Class [  ] Certificates
      on that Distribution Date, and the amount of those principal distributions
      distributable on all subsequent Distribution Dates, will be distributed to
      the
      holders of the Class [  ] Certificates in the other Certificate Group
      remaining outstanding, in accordance with the principal distribution allocations
      described in this section, until their Class Certificate Balances have been
      reduced to zero. Any distributions of principal to the [Group I] Certificates
      will be made first from payments relating to [Group I] Mortgage Loans, and
      any
      distributions of principal to the [Group II] Certificates will be made first
      from payments relating to the [Group II] Mortgage Loans. If the Class
      Certificate Balances of the Class [  ] Certificates in either
      Certificate Group are reduced to zero on or after the Stepdown Date, then the
      remaining amount of principal distributions distributable to the Class
      [  ] Certificates on that Distribution Date will be distributed in
      accordance with Section 4.02(a)(ii)(A)(b). Any principal distributions allocated
      to the [Group II] Certificates will be allocated sequentially to the Class
      [  ] and Class [  ] Certificates, in that order, until the
      Class Certificate Balance of each such Class has been reduced to zero. However,
      on and after the Distribution Date on which the aggregate Class Certificate
      Balances of the Class [  ] Certificates been reduced to zero, any
      principal distributions allocated to the [Group II] Certificates are required
      to
      be allocated pro
      rata,
      among
      the Classes of [Group II] Certificates, based upon their respective Class
      Certificate Balances.]

     

    [To
      be
      modified in accordance with the structure of the related
      transaction.]

     

    (d) [On
      any
      Distribution Date, any Relief Act Shortfalls and Net Prepayment Interest
      Shortfalls for such Distribution Date shall be allocated by the Securities
      Administrator as a reduction in the following order:

     

    (1) First,
      to the
      amount of interest payable to the Class [X] Certificates; and

    


    
      
        
          
          

        

        
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      (2) Second,
        pro
        rata,
        as a
        reduction of the Interest Payment Amount for the Class [  ] and
        Class [  ] Certificates, based on the amount of interest to which
        such Classes would otherwise be entitled.]

    

     

    [To
      be
      modified in accordance with the structure of the related
      transaction.]

     

    (e) [On
      any
      Distribution Date, the Securities Administrator shall distribute the
      Supplemental Interest Trust Amount for such date as follows:

     

    (i) to
      the
      Swap Counterparty, any Net Swap Payment owed to the Swap Counterparty pursuant
      to the Swap Agreement for such Distribution Date to the extent not previously
      paid in Sections 4.02(a)(i)(A), 4.02(a)(ii)(A) or 4.02(a)(ii)(B);

     

    (ii) to
      the
      Swap Counterparty, any Swap Termination Payment not due to a Swap Counterparty
      Trigger Event owned to the Swap Counterparty pursuant to the Swap Agreement
      for
      such Distribution Date;

     

    (iii) to
      the
      Class [  ] Certificates and the Class [  ] Certificates, the
      amount necessary to maintain the Overcollateralization Target Amount for such
      Distribution Date as specified in clause (a)(iii)(A) of this Section 4.02,
      for
      application pursuant to the priorities set forth in such clause, after giving
      effect to distributions pursuant to such clause;

     

    (iv) to
      the
      extent not paid pursuant to clause (a)(iii)(B) of this Section 4.02,
      sequentially, to the each Class of Class [  ] Certificates, in
      ascending order by numerical Class designation, first,
      any
      Interest Carry Forward Amount for that Class, and second,
      any
      Unpaid Realized Loss Amount for that Class;

     

    (v) to
      the
      extent not paid pursuant to clause (a)(iii)(C) of this Section 4.02, to the
      [Excess Reserve Fund Account], the amount of any Basis Risk Payment for such
      Distribution Date;

     

    (vi) to
      the
      extent not paid pursuant to clause (a)(iii)(D) of this Section 4.02, to the
      Class [ ] and Class [ ] Certificates, any remaining unpaid Basis Risk
      Carryover Amount with respect to such Certificates for that Distribution Date,
      allocated in the same order and priority as set forth in such
      clause;

     

    (vii) if
      applicable, to the Termination Receipts Account for application to the purchase
      of a replacement swap agreement pursuant to Section 4.08;

     

    (viii) to
      the
      extent not paid pursuant to clause (a)(iii)(E) of this Section 4.02, to the
      Swap
      Counterparty, any Swap Termination Payment owed by the Swap Counterparty;
      and

     

    (ix) to
      the
      extent not paid pursuant to clause (a)(iii)(F) of this Section 4.02, to the
      holders of the Class [X] Certificates, the remainder of the Class [X]
      Distributable Amount.]

    


    
      
        
          
          

        

        
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      With
        respect to each Distribution Date, the sum of all amounts distributed in
        priorities (e)(iii) and (e)(iv) second
        cannot
        exceed the amount of cumulative Realized Losses to such Distribution Date
        minus
        any distributions made on previous Distribution Dates pursuant to such
        priorities.

    

     

    [To
      be
      modified in accordance with the structure of the related
      transaction.]

     

    Section
      4.03 Monthly
      Statements to Certificateholders.
      (a)  Not
      later than each Distribution Date, the Securities Administrator shall make
      available to each Certificateholder, the Master Servicer, the Servicer, the
      Depositor, the Trustee and each Rating Agency a statement, based on information
      provided by the Servicer, setting forth with respect to the related
      distribution:

     

    (i) [the
      amount thereof allocable to principal, separately identifying the aggregate
      amount of any Principal Prepayments, Liquidation Proceeds and Subsequent
      Recoveries;

     

    (ii) the
      amount thereof allocable to interest, any Interest Carry Forward Amounts
      included in such distribution and any remaining Interest Carry Forward Amounts
      after giving effect to such distribution, any Basis Risk Carryover Amount for
      such Distribution Date and the amount of all Basis Risk Carryover Amount covered
      by withdrawals from the [Excess Reserve Fund Account] on such Distribution
      Date;

     

    (iii) if
      the
      distribution to the Holders of such Class of Certificates is less than the
      full amount that would be distributable to such Holders if there were sufficient
      funds available therefor, the amount of the shortfall and the allocation thereof
      as between principal and interest, including any Basis Risk Carryover Amount
      not
      covered by amounts in the [Excess Reserve Fund Account];

     

    (iv) the
      Class Certificate Balance of each Class of Certificates after giving
      effect to the distribution of principal on such Distribution Date;

     

    (v) the
      Pool
      Stated Principal Balance for the following Distribution Date;

     

    (vi) the
      amount of the Expense Fees (in the aggregate and separately stated) paid to
      or
      retained by the Servicer or Subservicer and the Master Servicer with respect
      to
      such Distribution Date;

     

    (vii) the
      Interest Rate for each such Class of Certificates with respect to such
      Distribution Date;

     

    (viii) the
      amount of P&I Advances included in the distribution on such Distribution
      Date and the aggregate amount of P&I Advances outstanding as of the close of
      business on the Determination Date immediately preceding such Distribution
      Date;

     

    (ix) by
      Loan
      Group and in the aggregate, the number and aggregate outstanding principal
      balances of Mortgage Loans (1) as to which the Scheduled Payment is
      delinquent 31 to 60 days, 61 to 90 days and 91 or more days,
      (2) that have become REO Property, (3) that are in foreclosure and
      (4) that are in bankruptcy, in each case as of the close of business on the
      last Business Day of the immediately preceding month;

     

    


    
      
        
          
          

        

        
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      (x) by
        Loan
        Group and in the aggregate, with respect to Mortgage Loans that became REO
        Properties during the preceding calendar month, the number and the aggregate
        Stated Principal Balance of such Mortgage Loans as of the close of business
        on
        the Determination Date preceding such Distribution Date and the date of
        acquisition thereof;

    

     

    (xi) by
      Loan
      Group and the aggregate, the total number and aggregate principal balance of
      any
      REO Properties as of the close of business on the Determination Date preceding
      such Distribution Date;

     

    (xii) whether
      a
      Trigger Event has occurred and is continuing;

     

    (xiii) the
      amount on deposit in the Excess Reserve Fund Account (after giving effect to
      distributions on such Distribution Date);

     

    (xiv) in
      the
      aggregate and for each Class of Certificates, the aggregate amount of
      Applied Realized Loss Amounts incurred during the preceding calendar month
      and
      aggregate Applied realized Loss Amounts through such Distribution
      Date.;

     

    (xv) the
      amount of any Net Monthly Excess Cash Flow on such Distribution Date and the
      allocation thereof to the Certificateholders with respect to Applied Realized
      Loss Amounts and Interest Carry Forward Amounts;

     

    (xvi) the
      Overcollateralization Amount and Overcollateralization Target
      Amount;

     

    (xvii) Prepayment
      Charges collected by the Servicer;

     

    (xviii) the
      Cumulative Loss Percentage; and

     

    (xix) the
      amount of any Net Swap Payment made to the Supplemental Interest Trust pursuant
      to Section 4.02, any Net Swap Payment made to the Swap Counterparty pursuant
      to
      Section 4.02, any Swap Termination Payment made to the Supplemental Interest
      Trust pursuant to Section 4.02 and any Swap Termination Payment made to the
      Swap
      Counterparty pursuant to Section 4.02.]

     

    (a) For
      all
      purposes of this Agreement, with respect to any Mortgage Loan, delinquencies
      shall be determined and reported based on the so-called “OTS” methodology for
      determining delinquencies on mortgage loans similar to the Mortgage Loans.
      By
      way of example, a Mortgage Loan would be delinquent with respect to a Scheduled
      Payment due on a Due Date if such Scheduled Payment is not made by the close
      of
      business on the Mortgage Loan’s next succeeding Due Date, and a Mortgage Loan
      would be more than 30-days Delinquent with respect to such Scheduled Payment
      if
      such Scheduled Payment were not made by the close of business on the Mortgage
      Loan’s second succeeding Due Date. The Servicer hereby represents and warrants
      to the Depositor that this delinquency recognition policy is not less
      restrictive than any delinquency recognition policy established by the primary
      safety and soundness regulator, if any, of the Servicer.

     

    


    
      
        
          
          

        

        
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      (b) The
        Securities Administrator’s responsibility for providing the above statement to
        the Certificateholders, each Rating Agency, the Master Servicer, the Servicer,
        the Trustee and the Depositor is limited to the availability, timeliness
        and
        accuracy of the information derived from the Master Servicer and the Servicer.
        The Securities Administrator will provide the above statement via the Securities
        Administrator’s internet website. The Securities Administrator’s website will
        initially be located at [   ] and assistance in using the website
        can be obtained by calling the Securities Administrator’s customer service desk
        at [   ]. Parties that are unable to use the above distribution
        method are entitled to have a paper copy mailed to them via first Class mail
        by
        calling the customer service desk and indicating such. The Securities
        Administrator shall have the right to change the manner in which the above
        statement is distributed in order to make such distribution more convenient
        and/or more accessible, and the Securities Administrator shall provide timely
        and adequate notification to the Certificateholders and the parties hereto
        regarding any such changes. A paper copy of the statement will also be made
        available upon request.


    

    (c) Within
      a
      reasonable period of time after the end of each calendar year, the Securities
      Administrator shall, upon request, cause to be furnished to each Person who
      at
      any time during the calendar year was a Certificateholder, a statement
      containing the information set forth in clauses (a)(i), (a)(ii) and (a)(vi)
      of this Section 4.03 aggregated for such calendar year or applicable
      portion thereof during which such Person was a Certificateholder. Such
      obligation of the Securities Administrator shall be deemed to have been
      satisfied to the extent that substantially comparable information shall have
      previously been provided by the Securities Administrator pursuant to any
      requirements of the Code as from time to time in effect.

     

    (d) On
      the
      [  ] day of each calendar month (or, if such [  ] day is not
      a Business Day, then on the next succeeding Business Day), the Servicer shall
      furnish to the Master Servicer (i) a monthly defaulted loan report in the format
      set forth in Exhibit N-2 hereto and a realized loss report in the format set
      forth in Exhibit N-3 hereto (or in such other format mutually agreed to between
      the Servicer and the Master Servicer) relating to the period ending on the
      last
      day of the preceding calendar month on a magnetic tape or other similar media
      reasonably acceptable to the Master Servicer. No later than [   ]
      Business Days after the fifteenth day of each calendar month, the Servicer
      shall
      furnish to the Master Servicer a monthly remittance advice in the format set
      forth in Exhibit N-1 hereto and a monthly report containing such information
      regarding prepayments of Mortgage Loans during the applicable Prepayment Period
      and in a format as mutually agreed to between the Servicer and the Master
      Servicer.

     

    Such
      monthly remittance advice shall also be accompanied by a supplemental report
      provided to the Master Servicer which includes on an aggregate basis for the
      previous calendar month (i) the amount of any insurance claims filed, (ii)
      the
      amount of any claim payments made and (iii) the amount of claims denied or
      curtailed. The Master Servicer will convert such data into a format acceptable
      to the Securities Administrator and provide monthly reports to the Securities
      Administrator pursuant to this Agreement.

     

    


    
      
        
          
          

        

        
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      Section
        4.04 Certain
        Matters Relating to the Determination of LIBOR.
        LIBOR
        shall be calculated by the Securities Administrator in accordance with the
        definition of LIBOR. Until all of the LIBOR Certificates are paid in full,
        the
        Securities Administrator will at all times retain at least four Reference
        Banks
        for the purpose of determining LIBOR with respect to each LIBOR Determination
        Date. The Securities Administrator initially shall designate the Reference
        Banks
        (after consultation with the Depositor). Each “Reference
        Bank”
shall
        be a leading bank engaged in transactions in Eurodollar deposits in the
        international Eurocurrency market, shall not control, be controlled by, or
        be
        under common control with, the Securities Administrator and shall have an
        established place of business in London. If any such Reference Bank should
        be
        unwilling or unable to act as such or if the Securities Administrator should
        terminate its appointment as Reference Bank, the Securities Administrator
        shall
        promptly appoint or cause to be appointed another Reference Bank (after
        consultation with the Depositor). The Securities Administrator shall have
        no
        liability or responsibility to any Person for (i) the selection of any
        Reference Bank for purposes of determining LIBOR or (ii) any inability to
        retain at least four Reference Banks which is caused by circumstances beyond
        its
        reasonable control.

    

     

    The
      Interest Rate for each Class of LIBOR Certificates for each Interest
      Accrual Period shall be determined by the Securities Administrator on each
      LIBOR
      Determination Date so long as the LIBOR Certificates are outstanding on the
      basis of LIBOR and the respective formulae appearing in footnotes corresponding
      to the LIBOR Certificates in the table relating to the Certificates in the
      Preliminary Statement. The Securities Administrator shall not have any liability
      or responsibility to any Person for its inability, following a good-faith
      reasonable effort, to obtain quotations from the Reference Banks or to determine
      the arithmetic mean referred to in the definition of LIBOR, all as provided
      for
      in this Section 4.04 and the definition of LIBOR. The establishment of
      LIBOR and each Interest Rate for the LIBOR Certificates by the Securities
      Administrator shall (in the absence of manifest error) be final, conclusive
      and
      binding upon each Holder of a Certificate and the Trustee.

     

    Section
      4.05 Allocation
      of Applied Realized Loss Amounts.
      Any
      Applied Realized Loss Amounts shall be allocated by the Securities Administrator
      to the most junior Class of Class [     ]
      Certificates then outstanding in reduction of the Class Certificate Balance
      thereof.

     

    Section
      4.06 Supplemental
      Interest Trust. (a)
      separate trust is hereby established (the “Supplemental
      Interest Trust”),
      the
      corpus of which shall be held by the Securities Administrator on behalf of
      the
      Trustee as trustee of the Supplemental Interest Trust, for the benefit of the
      Class [X] Certificateholders. The Securities Administrator, acting in its
      capacity as Securities Administrator of the Supplemental Interest Trust, shall
      establish an account (the “Supplemental
      Interest Trust Account”),
      into
      which the Depositor shall initially deposit $[   ]. 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 monies, including, without limitation, other monies
      of the Securities Administrator held pursuant to this Agreement. 

     

    (b) The
      Securities Administrator shall deposit into the Supplemental Interest Trust
      Account any Net Swap Payment required pursuant to Sections
      4.02[   ], 4.02[   ] and 4.02[   ],
      any Swap Termination Payment required pursuant to Sections 4.02[  ],
      4.02[  ], 4.02[   ] and 4.02[   ], and
      any amounts received from the Swap Counterparty under the Swap Agreement, and
      shall distribute from the Supplemental Interest Trust Account any Net Swap
      Payment required pursuant to Section 4.02[   ] or Swap
      Termination Payment required pursuant to Sections 4.02[   ] or
      4.02[   ], as applicable.

    


    
      
        
          
          

        

        
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    (c) Funds
      in
      the Supplemental Interest Trust Account shall be invested in Permitted
      Investments constituting time deposits under clause (ii) of the definition
      thereof. Any earnings on such amounts shall be distributed on each Distribution
      Date pursuant to Section 4.02(e). The Class [X] Certificates shall evidence
      ownership of the Supplemental Interest Trust Account for federal income tax
      purposes and the Holder thereof shall direct the Securities Administrator,
      in
      writing, as to investment of amounts on deposit therein. The Sponsor shall
      be
      liable for any losses incurred on such investments. In the absence of written
      instructions from the Class [X] Certificateholders as to investment of funds
      on
      deposit in the Supplemental Interest Trust Account, such funds shall be invested
      in the [   ] or a 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 4.02(e) 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 4.02(e).

     

    (e) It
      is the
      intention of the parties hereto that, for federal and state income and state
      and
      local franchise tax purposes, the Supplemental Interest Trust be disregarded
      as
      an entity separate from the holder of the Class [X] Certificates unless and
      until the date when either (a) there is more than one Class [X]
      Certificateholder or (b) any Class of Certificates in addition to the Class
      [X]
      Certificates is recharacterized as an equity interest in the Supplemental
      Interest Trust for federal income tax purposes. Neither the Securities
      Administrator nor the Trustee shall be responsible for any entity level tax
      reporting for the Supplemental Interest Trust.

     

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

     

    Section
      4.07 Rights
      of the 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 Securities Administrator (A) to deposit any
      Net
      Swap Payment required pursuant to Sections 4.02[   ],
      4.02[   ] and 4.02[   ], and any Swap Termination
      Payment required pursuant to Sections 4.02[   ],
      4.02[   ], 4.02[   ] and 4.02[   ],
      into the Supplemental Interest Trust Account (B) to pay any Net Swap Payment
      required pursuant to Section 4.02[   ] or Swap Termination
      Payment required pursuant to Sections 4.02[   ] or Section
      4.02[   ], as applicable, to the Swap Counterparty and (C) 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 4.06. For the protection and enforcement of the
      provisions of this Section the Swap Counterparty shall be entitled to such
      relief as can be given either at law or in equity.

     

    


    
      
        
          
          

        

        
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    Section
      4.08 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 4.02(e)[   ]
      (“Termination
      Receipts”)
      will
      be deposited in a segregated non-interest bearing account which shall be an
      Eligible Account established by the Securities Administrator (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 Securities Administrator (the “Replacement
      Receipts Account”).
      The
      Securities Administrator shall invest, or cause to be invested, funds held
      in
      the Termination Receipts Account and the Replacement Receipts Account in time
      deposits of the Securities Administrator as permitted pursuant to clause (ii)
      of
      the definition of Permitted Investments or as otherwise directed in writing
      by a
      majority of the Certificateholders. All such investments must be payable on
      demand or mature on a Distribution Date or such other date as directed by the
      Certificateholders. 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. 

     

    Unless
      otherwise permitted by the Rating Agencies as evidenced in a written
      confirmation, the Depositor shall arrange for replacement swap agreement(s)
      and
      the Securities Administrator 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 Securities Administrator 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. 

     

    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 [X] Certificates.

     

    ARTICLE
      V

     

    THE
      CERTIFICATES

     

    Section
      5.01 The
      Certificates.
      The
      Certificates shall be substantially in the forms attached hereto as exhibits.
      The Certificates shall be issuable in registered form, in the minimum
      denominations, integral multiples in excess thereof (except that one Certificate
      in each Class may be issued in a different amount) and aggregate
      denominations per Class set forth in the Preliminary
      Statement.

     

    


    
      
        
          
          

        

        
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      The
        Depositor hereby directs the Securities Administrator to register the
        Class [X] and Class [P] Certificates in the name of the Depositor or
        its designee. On a date as to which the Depositor notifies the Securities
        Administrator, the Securities Administrator shall transfer the Class [X]
        and Class [P] Certificates in the name of the NIM Trustee, or such other
        name or names as the Depositor shall request, and to deliver the Class [X]
        and Class [P] Certificates to the NIM Trustee or to such other Person or
        Persons as the Depositor shall request.

       

    

    Subject
      to Section 11.02 respecting the final distribution on the Certificates, on
      each Distribution Date the Securities Administrator shall make distributions
      to
      each Certificateholder of record on the preceding Record Date either (x) by
      wire transfer in immediately available funds to the account of such holder
      at a
      bank or other entity having appropriate facilities therefor, if such Holder
      has
      so notified the Securities Administrator at least [   ] Business
      Days prior to the related Record Date or (y) by check mailed by first Class
      mail to such Certificateholder at the address of such holder appearing in the
      Certificate Register; provided,
      however,
      so long
      as such Certificate is a Book-Entry Certificate, all distributions on such
      Certificate will be made through the Depository or the Depository
      Participant.

     

    The
      Certificates shall be executed by manual or facsimile signature on behalf of
      the
      Securities Administrator by an authorized officer. Certificates bearing the
      manual or facsimile signatures of individuals who were, at the time such
      signatures were affixed, authorized to sign on behalf of the Securities
      Administrator shall bind the Securities Administrator, notwithstanding that
      such
      individuals or any of them have ceased to be so authorized prior to the
      authentication and delivery of any such Certificates or did not hold such
      offices at the date of such Certificate. No Certificate shall be entitled to
      any
      benefit under this Agreement, or be valid for any purpose, unless authenticated
      by the Securities Administrator by manual signature, and such authentication
      upon any Certificate shall be conclusive evidence, and the only evidence, that
      such Certificate has been duly executed and delivered hereunder. All
      Certificates shall be dated the date of their authentication. On the Closing
      Date, the Securities Administrator shall authenticate the Certificates to be
      issued at the direction of the Depositor, or any affiliate thereof.

     

    Section
      5.02 Certificate
      Register; Registration of Transfer and Exchange of Certificates.
      (a)  The Securities Administrator shall maintain, or cause to be
      maintained in accordance with the provisions of Section 5.06, a Certificate
      Register for the Trust Fund in which, subject to the provisions of subsections
      (b) and (c) below and to such reasonable regulations as it may prescribe,
      the Securities Administrator shall provide for the registration of Certificates
      and of transfers and exchanges of Certificates as herein provided. Upon
      surrender for registration of transfer of any Certificate, the Securities
      Administrator shall execute and deliver, in the name of the designated
      transferee or transferees, one or more new Certificates of the same
      Class and aggregate Percentage Interest.

     

    At
      the
      option of a Certificateholder, Certificates may be exchanged for other
      Certificates of the same Class in authorized denominations and evidencing
      the same aggregate Percentage Interest upon surrender of the Certificates to
      be
      exchanged at the office or agency of the Securities Administrator. Whenever
      any
      Certificates are so surrendered for exchange, the Securities Administrator
      shall
      execute, authenticate, and deliver the Certificates which the Certificateholder
      making the exchange is entitled to receive. Every Certificate presented or
      surrendered for registration of transfer or exchange shall be accompanied by
      a
      written instrument of transfer in form satisfactory to the Securities
      Administrator duly executed by the holder thereof or his attorney duly
      authorized in writing.

    


    
      
        
          
          

        

        
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    No
      service charge to the Certificateholders shall be made for any registration
      of
      transfer or exchange of Certificates, but payment of a sum sufficient to cover
      any tax or governmental charge that may be imposed in connection with any
      transfer or exchange of Certificates may be required.

     

    All
      Certificates surrendered for registration of transfer or exchange shall be
      cancelled and subsequently destroyed by the Securities Administrator in
      accordance with the Securities Administrator’s customary
      procedures.

     

    (b) No
      transfer of a Private Certificate shall be made unless such transfer is made
      pursuant to an effective registration statement under the Securities Act and
      any
      applicable state securities laws or is exempt from the registration requirements
      under said Act and such state securities laws. In determining whether a transfer
      is being made pursuant to an effective registration statement, the Securities
      Administrator shall be entitled to rely solely upon a written notice to such
      effect from the Depositor. Except with respect to (i) the transfer of the
      Class [X], Class [P] or Class [R] Certificates to the Depositor
      or an Affiliate of the Depositor, (ii) the transfer of the Class [X]
      or Class [P] Certificates to the NIM Issuer or the NIM Trustee, or
      (iii) a transfer of the Class [X] or Class [P] Certificates from
      the NIM Issuer or the NIM Trustee to the Depositor or an Affiliate of the
      Depositor, in the event that a transfer of a Private Certificate which is a
      Physical Certificate is to be made in reliance upon an exemption from the
      Securities Act and such laws, in order to assure compliance with the Securities
      Act and such laws, the Certificateholder desiring to effect such transfer shall
      certify to the Securities Administrator in writing the facts surrounding the
      transfer in substantially the form set forth in Exhibit H (the
“Transferor
      Certificate”)
      and
      either (i) there shall be delivered to the Securities Administrator a
      letter in substantially the form of Exhibit I (the “Rule 144A
      Letter”)
      or
      (ii) there shall be delivered to the Securities Administrator at the
      expense of the transferor an Opinion of Counsel stating that such transfer
      may
      be made without registration under the Securities Act. In the event that a
      transfer of a Private Certificate which is a Book-Entry Certificate is to be
      made in reliance upon an exemption from the Securities Act and such laws, in
      order to assure compliance with the Securities Act and such laws, the
      Certificateholder desiring to effect such transfer will be deemed to have made
      as of the transfer date each of the certifications set forth in the Transferor
      Certificate in respect of such Certificate and the transferee will be deemed
      to
      have made as of the transfer date each of the certifications set forth in the
      Rule 144A Letter in respect of such Certificate, in each case as if such
      Certificate were evidenced by a Physical Certificate. As directed by the
      Depositor, the Securities Administrator shall provide to any Holder of a Private
      Certificate and any prospective transferee designated by any such Holder,
      information regarding the related Certificates and the Mortgage Loans and such
      other information as shall be necessary to satisfy the condition to eligibility
      set forth in Rule 144A(d)(4) for transfer of any such Certificate without
      registration thereof under the Securities Act pursuant to the registration
      exemption provided by Rule 144A. The Depositor, the Master Servicer, the
      Servicer and the Trustee shall cooperate with the Securities Administrator
      in
      providing the Rule 144A information referenced in the preceding sentence,
      including providing to the Securities Administrator such information regarding
      the Certificates, the Mortgage Loans and other matters regarding the Trust
      Fund
      as the Securities Administrator shall reasonably determine to meet its
      obligation under the preceding sentence. Each Holder of a Private Certificate
      desiring to effect such transfer shall, and does hereby agree to, indemnify
      the
      Securities Administrator, the Trustee, the Servicer, the Master Servicer and
      the
      Depositor against any liability that may result if the transfer is not so exempt
      or is not made in accordance with such federal and state laws.

    


    
      
        
          
          

        

        
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    Except
      with respect to (i) the transfer of the Class [X], Class [P] or
      Class [R] Certificates to the Depositor or an Affiliate of the Depositor,
      (ii) the transfer of the Class [X] or Class [P] Certificates to
      the NIM Issuer or the NIM Trustee, or (iii) a transfer of the
      Class [X] or Class [P] Certificates from the NIM Issuer or the NIM
      Trustee to the Depositor or an Affiliate of the Depositor, no transfer of an
      ERISA-Restricted Certificate shall be made unless the Securities Administrator
      shall have received either (i) a representation from the transferee of such
      Certificate acceptable to and in form and substance satisfactory to the
      Securities Administrator (in the event such Certificate is a Private Certificate
      or a Residual Certificate, such requirement is satisfied only by the Securities
      Administrator’s receipt of a representation letter from the transferee
      substantially in the form of Exhibit I), to the effect that such transferee
      is not an employee benefit plan or arrangement subject to Section 406 of
      ERISA, a plan subject to Section 4975 of the Code or a plan subject to any
      Federal, state or local law (“Similar
      Law”)
      materially similar to the foregoing provisions of ERISA or the Code, nor a
      person acting on behalf of any such plan or arrangement nor using the assets
      of
      any such plan or arrangement to effect such transfer, or (ii) in the case
      of an ERISA-Restricted Certificate other than a Residual Certificate or a
      Class [P] Certificate that has been the subject of an ERISA-Qualifying
      Underwriting, and the purchaser is an insurance company, a representation that
      the purchaser is an insurance company that is purchasing such Certificates
      with
      funds contained in an “insurance company general account” (as such term is
      defined in Section V(e) of Prohibited Transaction Class Exemption
      (“PTCE”)
      95-60)
      and that the purchase and holding of such Certificates are covered under
      Sections I and III of PTCE 95-60 or (iii) in the case of any such
      ERISA-Restricted Certificate other than a Residual Certificate or Class [P]
      Certificate presented for registration in the name of an employee benefit plan
      subject to Title I of ERISA, a plan or arrangement subject to
      Section 4975 of the Code (or comparable provisions of any subsequent
      enactments), or a plan subject to Similar Law, or a trustee of any such plan
      or
      any other person acting on behalf of any such plan or arrangement or using
      such
      plan’s or arrangement’s assets, an Opinion of Counsel satisfactory to the
      Securities Administrator, which Opinion of Counsel shall not be an expense
      of
      the Depositor, the Trustee, the Master Servicer, the Servicer, the Securities
      Administrator or the Trust Fund, addressed to the Securities Administrator,
      to
      the effect that the purchase or holding of such ERISA-Restricted Certificate
      will not constitute or result in a non-exempt prohibited transaction within
      the
      meaning of ERISA, Section 4975 of the Code or any Similar Law and will not
      subject the Trustee, the Depositor, the Securities Administrator, the Master
      Servicer or the Servicer to any obligation in addition to those expressly
      undertaken in this Agreement or to any liability. For purposes of the preceding
      sentence, with respect to an ERISA-Restricted Certificate that is not a Physical
      Certificate or a Residual Certificate, in the event the representation letter
      referred to in the preceding sentence is not furnished, such representation
      shall be deemed to have been made to the Securities Administrator by the
      transferee’s (including an initial acquirer’s) acceptance of the
      ERISA-Restricted Certificates. Notwithstanding anything else to the contrary
      herein, (a) any purported transfer of an ERISA-Restricted Certificate that
      is a Physical Certificate, other than a Class [P] Certificate or Residual
      Certificate, to or on behalf of an employee benefit plan subject to ERISA,
      the
      Code or Similar Law without the delivery to the Securities Administrator of
      a
      representation letter or an Opinion of Counsel satisfactory to the Securities
      Administrator as described above shall be void and of no effect and (b) any
      purported transfer of a Class [P] Certificate or Residual Certificate to a
      transferee that does not make the representation in clause (i) above
      shall be void and of no effect.

    


    
      
        
          
          

        

        
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    None
      of
      the Class [R] or Class [P] Certificates may be sold to any employee
      benefit plan subject to Title I of ERISA, any plan subject to
      Section 4975 of the Code, or any plan subject to any Similar Law or any
      person investing on behalf or with plan assets of such plan.

     

    No
      transfer of an ERISA-Restricted Swap Certificate prior to the termination of
      the
      Swap Agreement shall be made unless the Securities Administrator shall have
      received a representation letter from the transferee of such Certificate,
      substantially in the form set forth in Exhibit I, to the effect that either
      (i)
      such transferee is neither an employee benefit plan or arrangement subject
      to
      Section 406 of ERISA, a plan subject to Section 4975 of the Code or a plan
      subject to Similar Law nor a Person acting on behalf of any such Plan or using
      the assets of any such Plan to effect such transfer or (ii) the acquisition
      and
      holding of the ERISA-Restricted Swap Certificate are eligible for exemptive
      relief under PTCE 84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60 or PTCE 96-23.
      Notwithstanding anything else to the contrary herein, any purported transfer
      of
      an ERISA-Restricted Swap Certificate prior to the termination of the Swap
      Agreement on behalf of such Plan without the delivery to the Securities
      Administrator of a representation letter as described above shall be void and
      of
      no effect. If the ERISA-Restricted Swap Certificate is a Book-Entry Certificate,
      the transferee will be deemed to have made a representation as provided in
      clause (i) or (ii) of this paragraph, as applicable.

     

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

     

    To
      the
      extent permitted under applicable law (including, but not limited to, ERISA),
      the Securities Administrator shall be under no liability to any Person for
      any
      registration of transfer of any ERISA-Restricted Certificate or ERISA-Restricted
      Swap Certificate that is in fact not permitted by this Section 5.02(b) or
      for making any payments due on such Certificate to the Holder thereof or taking
      any other action with respect to such Holder under the provisions of this
      Agreement so long as, in the case of a Physical Certificate, the transfer was
      registered by the Securities Administrator in accordance with the foregoing
      requirements.

     

    (c) Each
      Person who has or who acquires any Ownership Interest in a Residual Certificate
      shall be deemed by the acceptance or acquisition of such Ownership Interest
      to
      have agreed to be bound by the following provisions, and the rights of each
      Person acquiring any Ownership Interest in a Residual Certificate are expressly
      subject to the following provisions:

    


    
      
        
          
          

        

        
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    (i) Each
      Person holding or acquiring any Ownership Interest in a Residual Certificate
      shall be a Permitted Transferee and shall promptly notify the Securities
      Administrator of any change or impending change in its status as a Permitted
      Transferee;

     

    (ii) No
      Ownership Interest in a Residual Certificate may be registered on the Closing
      Date or thereafter transferred, and the Securities Administrator shall not
      register the Transfer of any Residual Certificate unless, in addition to the
      certificates required to be delivered to the Securities Administrator under
      subparagraph (b) above, the Securities Administrator shall have been
      furnished with an affidavit (a “Transfer
      Affidavit”)
      of the
      initial owner or the proposed transferee in the form attached hereto as
      Exhibit G;

     

    (iii) Each
      Person holding or acquiring any Ownership Interest in a Residual Certificate
      shall agree (A) to obtain a Transfer Affidavit from any other Person to
      whom such Person attempts to Transfer its Ownership Interest in a Residual
      Certificate, (B) to obtain a Transfer Affidavit from any Person for whom
      such Person is acting as nominee, trustee or agent in connection with any
      Transfer of a Residual Certificate and (C) not to Transfer its Ownership
      Interest in a Residual Certificate or to cause the Transfer of an Ownership
      Interest in a Residual Certificate to any other Person if it has actual
      knowledge that such Person is a Non-Permitted Transferee;

     

    (iv) Any
      attempted or purported Transfer of any Ownership Interest in a Residual
      Certificate in violation of the provisions of this Section 5.02(c) shall be
      absolutely null and void and shall vest no rights in the purported Transferee.
      If any purported transferee shall become a Holder of a Residual Certificate
      in
      violation of the provisions of this Section 5.02(c), then the last
      preceding Permitted Transferee shall be restored to all rights as Holder thereof
      retroactive to the date of registration of Transfer of such Residual
      Certificate. The Securities Administrator shall be under no liability to any
      Person for any registration of Transfer of a Residual Certificate that is in
      fact not permitted by Section 5.02(a) and this Section 5.02(c) or for
      making any payments due on such Certificate to the Holder thereof or taking
      any
      other action with respect to such Holder under the provisions of this Agreement
      so long as the Transfer was registered after receipt of the related Transfer
      Affidavit, Transferor Certificate and the Rule 144A Letter. The Securities
      Administrator shall be entitled but not obligated to recover from any Holder
      of
      a Residual Certificate that was in fact a Non-Permitted Transferee at the time
      it became a Holder or, at such subsequent time as it became a Non-Permitted
      Transferee, all payments made on such Residual Certificate at and after either
      such time. Any such payments so recovered by the Securities Administrator shall
      be paid and delivered by the Securities Administrator to the last preceding
      Permitted Transferee of such Certificate; and

     

    (v) The
      Depositor shall use its best efforts to make available, upon receipt of written
      request from the Securities Administrator, all information necessary to compute
      any tax imposed under Section 860E(e) of the Code as a result of a Transfer
      of an Ownership Interest in a Residual Certificate to any Holder who is a
      Non-Permitted Transferee.

    


    
      
        
          
          

        

        
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    The
      restrictions on Transfers of a Residual Certificate set forth in this
      Section 5.02(c) shall cease to apply (and the applicable portions of the
      legend on a Residual Certificate may be deleted) with respect to Transfers
      occurring after delivery to the Securities Administrator of an Opinion of
      Counsel, which Opinion of Counsel shall not be an expense of the Trust Fund,
      the
      Trustee, the Securities Administrator or the Servicer, to the effect that the
      elimination of such restrictions will not cause any REMIC created hereunder
      to
      fail to qualify as a REMIC at any time that the Certificates are outstanding
      or
      result in the imposition of any tax on the Trust Fund, a Certificateholder
      or
      another Person. Each Person holding or acquiring any Ownership Interest in
      a
      Residual Certificate hereby consents to any amendment of this Agreement which,
      based on an Opinion of Counsel furnished to the Securities Administrator, is
      reasonably necessary (a) to ensure that the record ownership of, or any
      beneficial interest in, a Residual Certificate is not transferred, directly
      or
      indirectly, to a Person that is a Non-Permitted Transferee and (b) to
      provide for a means to compel the Transfer of a Residual Certificate which
      is
      held by a Person that is a Non-Permitted Transferee to a Holder that is a
      Permitted Transferee.

     

    (d) The
      preparation and delivery of all certificates and opinions referred to above
      in
      this Section 5.02 in connection with transfer shall be at the expense of
      the parties to such transfers.

     

    (e) Except
      as
      provided below, the Book-Entry Certificates shall at all times remain registered
      in the name of the Depository or its nominee and at all times:
      (i) registration of the Certificates may not be transferred by the
      Securities Administrator except to another Depository; (ii) the Depository
      shall maintain book-entry records with respect to the Certificate Owners and
      with respect to ownership and transfers of such Book-Entry Certificates;
      (iii) ownership and transfers of registration of the Book-Entry
      Certificates on the books of the Depository shall be governed by applicable
      rules established by the Depository; (iv) the Depository may collect its
      usual and customary fees, charges and expenses from its Depository Participants;
      (v) the Securities Administrator shall deal with the Depository, Depository
      Participants and indirect participating firms as representatives of the
      Certificate Owners of the Book-Entry Certificates for purposes of exercising
      the
      rights of holders under this Agreement, and requests and directions for and
      votes of such representatives shall not be deemed to be inconsistent if they
      are
      made with respect to different Certificate Owners; and (vi) the Securities
      Administrator may rely and shall be fully protected in relying upon information
      furnished by the Depository with respect to its Depository Participants and
      furnished by the Depository Participants with respect to indirect participating
      firms and persons shown on the books of such indirect participating firms as
      direct or indirect Certificate Owners.

     

    All
      transfers by Certificate Owners of Book-Entry Certificates shall be made in
      accordance with the procedures established by the Depository Participant or
      brokerage firm representing such Certificate Owner. Each Depository Participant
      shall only transfer Book-Entry Certificates of Certificate Owners it represents
      or of brokerage firms for which it acts as agent in accordance with the
      Depository’s normal procedures.

    


    
      
        
          
          

        

        
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    If
      (x) (i) the Depository or the Depositor advises the Securities
      Administrator in writing that the Depository is no longer willing or able to
      properly discharge its responsibilities as Depository, and (ii) the
      Securities Administrator or the Depositor is unable to locate a qualified
      successor, or (y) the Depositor notifies the Depository (and the Securities
      Administrator consents) of its intent to terminate the book-entry system through
      the Depository and, upon receipt of notice of such intent from the Depository,
      the Depository Participants holding beneficial interests in the Book-Entry
      Certificates agree to initiate such termination, the Securities Administrator
      shall notify all Certificate Owners, through the Depository, of the occurrence
      of any such event and of the availability of definitive, fully registered
      Certificates (the “Definitive
      Certificates”)
      to
      Certificate Owners requesting the same. Upon surrender to the Securities
      Administrator of the related Class of Certificates by the Depository,
      accompanied by the instructions from the Depository for registration, the
      Securities Administrator shall issue the Definitive Certificates. None of the
      Servicer, the Depositor or the Securities Administrator shall be liable for
      any
      delay in delivery of such instruction and each may conclusively rely on, and
      shall be protected in relying on, such instructions. The Depositor shall provide
      the Securities Administrator with an adequate inventory of Certificates to
      facilitate the issuance and transfer of Definitive Certificates. Upon the
      issuance of Definitive Certificates all references herein to obligations imposed
      upon or to be performed by the Depository shall be deemed to be imposed upon
      and
      performed by the Securities Administrator, to the extent applicable with respect
      to such Definitive Certificates and the Securities Administrator shall recognize
      the Holders of the Definitive Certificates as Certificateholders hereunder;
      provided,
      that
      the Securities Administrator shall not by virtue of its assumption of such
      obligations become liable to any party for any act or failure to act of the
      Depository.

     

    (f) Each
      Private Certificate presented or surrendered for registration of transfer or
      exchange shall be accompanied by a written instrument of transfer and
      accompanied by IRS Form W-8ECI, W-8BEN, W-8IMY (and all appropriate attachments)
      or W-9 in form satisfactory to the Securities Administrator, duly executed
      by
      the Certificateholder or his attorney duly authorized in writing. Each
      Certificate presented or surrendered for registration of transfer or exchange
      shall be canceled and subsequently disposed of by the Securities Administrator
      in accordance with its customary practice. No service charge shall be made
      for
      any registration of transfer or exchange of Private Certificates, but the
      Securities Administrator may require payment of a sum sufficient to cover any
      tax or governmental charge that may be imposed in connection with any transfer
      or exchange of Private Certificates.

     

    Section
      5.03 Mutilated,
      Destroyed, Lost or Stolen Certificates.
      If
      (a) any mutilated Certificate is surrendered to the Securities
      Administrator, or the Securities Administrator receives evidence to its
      satisfaction of the destruction, loss or theft of any Certificate and
      (b) there is delivered to the Depositor, the Securities Administrator and
      the Trustee such security or indemnity as may be required by them to hold each
      of them harmless, then, in the absence of notice to the Securities Administrator
      that such Certificate has been acquired by a bona fide purchaser, the Securities
      Administrator shall execute, authenticate and deliver, in exchange for or in
      lieu of any such mutilated, destroyed, lost or stolen Certificate, a new
      Certificate of like Class, tenor and Percentage Interest. In connection with
      the
      issuance of any new Certificate under this Section 5.03, the Securities
      Administrator 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 Securities Administrator)
      connected therewith. Any replacement Certificate issued pursuant to this
      Section 5.03 shall constitute complete and indefeasible evidence of
      ownership, as if originally issued, whether or not the lost, stolen or destroyed
      Certificate shall be found at any time.

    


    
      
        
          
          

        

        
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    Section
      5.04 Persons
      Deemed Owners.
      The
      Trustee, the Depositor, the Securities Administrator and any agent of the
      Trustee, the Depositor or the Securities Administrator may treat the Person
      in
      whose name any Certificate is registered as the owner of such Certificate for
      the purpose of receiving distributions as provided in this Agreement and for
      all
      other purposes whatsoever, and neither the Trustee, the Depositor, the
      Securities Administrator nor any agent of the Trustee, the Depositor or the
      Securities Administrator shall be affected by any notice to the
      contrary.

     

    Section
      5.05 Access
      to List of Certificateholders’ Names and Addresses.
      If
      three or more Certificateholders (a) request such information in writing
      from the Securities Administrator, (b) state that such Certificateholders
      desire to communicate with other Certificateholders with respect to their rights
      under this Agreement or under the Certificates and (c) provide a copy of
      the communication which such Certificateholders propose to transmit, or if
      the
      Depositor or the Servicer shall request such information in writing from the
      Securities Administrator, then the Securities Administrator shall, within
      [   ] Business Days after the receipt of such request, provide
      the Depositor, the Servicer or such Certificateholders at such recipients’
expense the most recent list of the Certificateholders of such Trust Fund held
      by the Securities Administrator, if any. The Depositor and every
      Certificateholder, by receiving and holding a Certificate, agree that the
      Securities Administrator shall not be held accountable by reason of the
      disclosure of any such information as to the list of the Certificateholders
      hereunder, regardless of the source from which such information was
      derived.

     

    Section
      5.06 Maintenance
      of Office or Agency.
      The
      Securities Administrator will maintain or cause to be maintained at its expense
      an office or offices or agency or agencies where Certificates may be surrendered
      for registration of transfer or exchange. The Securities Administrator initially
      designates its offices located at [   ]. The Securities
      Administrator shall give prompt written notice to the Certificateholders of
      any
      change in such location of any such office or agency.

     

    ARTICLE
      VI

     

    THE
      DEPOSITOR AND THE SERVICER

     

    Section
      6.01 Respective
      Liabilities of the Depositor and the Servicer.
      The
      Depositor and the Servicer shall each be liable in accordance herewith only
      to
      the extent of the obligations specifically and respectively imposed upon and
      undertaken by them herein.

     

    Section
      6.02 Merger
      or Consolidation of the Depositor or the Servicer.
      (a) The Depositor and the Servicer will each keep in full effect its
      existence, rights and franchises as a corporation, under the laws of the United
      States or under the laws of one of the states thereof and will each obtain
      and
      preserve its qualification to do business as a foreign corporation in each
      jurisdiction in which such qualification is or shall be necessary to protect
      the
      validity and enforceability of this Agreement, or any of the Mortgage Loans
      and
      to perform its respective duties under this Agreement.

     

     

    


    
      
        
          
          

        

        
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    (b) The
      Servicer shall maintain a net worth of at least $[   ] (as
      determined in accordance with generally accepted accounting principles) and,
      to
      the extent that any licensing or permits are applicable to its operations,
      shall
      maintain such license or permits that are required for it to do business or
      service residential mortgage loans in any jurisdictions in which the Mortgaged
      Properties are located.

     

    (c) Any
      Person into which the Depositor or the Servicer may be merged or consolidated,
      or any Person resulting from any merger or consolidation to which the Depositor
      or the Servicer shall be a party, or any person succeeding to the business
      of
      the Depositor or the Servicer, shall be the successor of the Depositor or the
      Servicer, as the case may be, 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 surviving Person to the Servicer shall make the covenant set
      forth in Section 6.02(a).

     

    Section
      6.03 Limitation
      on Liability of the Depositor, the Servicer and Others. 
      Neither
      the Depositor, the Servicer, nor any of their respective directors, officers,
      employees or agents, shall be under any liability to 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 Depositor, the Servicer or any such Person
      against any breach of representations or warranties made by it herein or protect
      the Depositor, the Servicer or any such Person from any liability which would
      otherwise be imposed by reasons of willful misfeasance, bad faith or negligence
      (or gross negligence in the case of the Depositor) in the performance of duties
      or by reason of reckless disregard of obligations and duties hereunder. The
      Depositor, its Affiliates, the Servicer and any of their respective directors,
      officers, employees or agents 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 Depositor, its Affiliates, the Servicer and any of their
      respective directors, officers, employees or agents shall be indemnified by
      the
      Trust Fund and held harmless against any loss, liability or expense incurred
      in
      connection with any audit, controversy or judicial proceeding relating to a
      governmental taxing authority or any legal action relating to this Agreement
      or
      the Certificates other than any loss, liability or expense related to any
      specific Mortgage Loan or Mortgage Loans (except as any such loss, liability
      or
      expense shall be otherwise reimbursable pursuant to this Agreement and any
      loss,
      liability or expense incurred by reason of willful misfeasance, bad faith or
      negligence (or gross negligence in the case of the Depositor) in the performance
      of duties hereunder or by reason of reckless disregard of obligations and duties
      hereunder. Neither the Depositor nor the Servicer shall be under any obligation
      to appear in, prosecute or defend any legal action that is not incidental to
      its
      respective duties hereunder and which in its opinion may involve it in any
      expense or liability; provided,
      however,
      that
      the Depositor may in its discretion undertake any such action (or direct the
      Trustee to undertake such actions pursuant to Section 2.03 for the benefit
      of the Certificateholders) that it may deem necessary or desirable in respect
      of
      this Agreement and the rights and duties of the parties hereto and interests
      of
      the Trustee and 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 Depositor and the
      Servicer shall be entitled to be reimbursed therefor out of the Collection
      Account.

    


    
      
        
          
          

        

        
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    Section
      6.04 Limitation
      on Resignation of the Servicer. 
      Subject
      to Section 7.01, no Servicer shall not assign this Agreement or resign from
      the obligations and duties hereby imposed on it except by mutual consent of
      the
      Servicer, the Depositor, the Master Servicer and the Securities Administrator
      with prior written notice to the Trustee or upon the determination that its
      duties hereunder are no longer permissible under applicable law and such
      incapacity cannot be cured by the Servicer. Any such resignation shall not
      relieve the Servicer of responsibility for any of the obligations specified
      in
      Sections 7.01 and 7.02 as obligations that survive the resignation or
      termination of the Servicer. Any such determination permitting the resignation
      of the Servicer shall be evidenced by an Opinion of Counsel to such effect
      delivered to the Depositor, the Securities Administrator and the Master Servicer
      which Opinion of Counsel shall be in form and substance acceptable to the
      Depositor, the Securities Administrator and the Master Servicer. No such
      resignation shall become effective until a successor shall have assumed the
      Servicer’s responsibilities and obligations hereunder.

     

    Section
      6.05 Additional
      Indemnification by the Servicer; Third Party Claims. 
      Notwithstanding the limitations set forth in Section 6.03, the Servicer shall
      indemnify the Depositor, the Master Servicer, the Securities Administrator,
      the
      Trustee, the Trust Fund and any Affiliate, director, officer, employee or agent
      of the Depositor and hold each of 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 in any way related to any breach by the Servicer, of
      (i) any of its representations and warranties referred to in
      Section 2.03(a), (ii) any error in any tax or information return
      prepared by the Servicer, (iii) the failure of the Servicer to perform its
      duties and service the Mortgage Loans in compliance with the terms of this
      Agreement or (iv) any
      failure by the Servicer, any Subservicer or any Subcontractor to
      deliver any information, report, certification, accountants’ letter or other
      material when and as required under this Agreement, including any report under
      Sections 3.22, 3.23, 3.24 and 3.29 or any failure by the Servicer to identify
      pursuant to Section 3.02(c) any Subcontractor that is a Servicing Function
      Participant. The Servicer immediately shall notify the Depositor, the Master
      Servicer, the Securities Administrator and the Trustee if a claim is made by
      a
      third party with respect to this Agreement or the Mortgage Loans, assume (with
      the prior written consent of the Depositor and the Securities Administrator)
      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 the Depositor, the Securities
      Administrator or the Trustee in respect of such claim. In
      the
      case of any failure of performance described in clause (iv) of this Section
      6.05, the Servicer shall promptly reimburse the Trustee, the Master Servicer,
      the Securities Administrator or the Depositor, as applicable, and each Person
      responsible for the preparation, execution or filing of any report required
      to
      be filed with the Commission with respect to the transaction relating to this
      Agreement, or for execution of a certification pursuant to Rule 13a-14(d) or
      Rule 15d-14(d) under the Exchange Act with respect to this transaction, for
      all
      costs reasonably incurred by each such party in order to obtain the information,
      report, certification, accountants’ letter or other material not delivered as
      required by the Servicer, any
      Subservicer or any Subcontractor.
      This
      indemnity shall survive the termination of this Agreement and the earlier
      resignation or removal of the Servicer and the parties indemnified by the
      Servicer under this paragraph.

    


    
      
        
          
          

        

        
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    Section
      6.06 Compliance
      with Regulation AB; Cooperation of Parties.
      Notwithstanding any other provision of this Agreement, the Servicer acknowledges
      and agrees that the purpose of Sections 3.02, 3.22, 3.23, 3.24, 3.29, 6.05
      and
      7.01(i) and Exhibit S of this Agreement is to facilitate compliance by the
      Trustee, the Securities Administrator, the Master Servicer and the Depositor
      with the provisions of Regulation AB. Therefore, the Servicer agrees that (a)
      the obligations of the Servicer hereunder shall be interpreted in such a manner
      as to accomplish that purpose, (b) such obligations may change over time due
      to
      interpretive advice or guidance of the Commission, convention or consensus
      among
      active participants in the asset-backed securities markets, advice of counsel,
      or otherwise in respect of the requirements of Regulation AB, (c) the Servicer
      shall agree to enter into such amendments to this Agreement as may be necessary,
      in the judgment of the Depositor, the Master Servicer and the Securities
      Administrator and their respective counsel, to comply with such interpretive
      advice or guidance, convention, consensus, advice of counsel, or otherwise,
      (d)
      the Servicer shall otherwise comply with requests made by the Trustee, the
      Securities Administrator, the Master Servicer or the Depositor, and mutually
      agreed upon by the Servicer, for delivery of additional or different information
      as such parties may determine in good faith is necessary to comply with the
      provisions of Regulation AB and (e) the
      Servicer shall (i) agree to such modifications and enter into such amendments
      to
      this Agreement as may be necessary, in the judgment of the Depositor, the Master
      Servicer and
      the
      Securities Administrator and
      their
      respective counsel,,
      and
      mutually agreed upon by the Servicer, to
      comply
      with any such clarification, interpretive guidance, convention or consensus
      and
      (ii) promptly
      upon request provide to the Depositor or the Securities Administrator for
      inclusion in any periodic report required to be filed under the Securities
      Exchange Act, such items of information regarding this Agreement and matters
      related to the Servicer (collectively, the “Servicer Information”), provided
      that
      such
      information shall be required to be provided by the Servicer only to the extent
      that such shall be determined by the Depositor in its sole discretion and its
      counsel to be necessary or advisable to comply with any Commission and industry
      guidance and convention.

    


     

    ARTICLE
      VII


     

    DEFAULT

     

    Section
      7.01 Events
      of Default.
      “Event
      of Default”,
      wherever used herein, means any one of the following events:

     

    (a) any
      failure by the Servicer to remit to the Master Servicer any payment required
      to
      be made under the terms of this Agreement which continues unremedied for a
      period of [   ] Business Day after the date upon which written
      notice of such failure, requiring the same to be remedied, shall have been
      given
      to the Servicer by the Depositor or by the Master Servicer, or to the Servicer,
      the Depositor, the Master Servicer, the Securities Administrator and the Trustee
      by Certificateholders entitled to at least [   ]% of the Voting
      Rights in the Certificates; or

     

    (b) the
      failure on the part of the Servicer duly to observe or perform in any material
      respect any other of the covenants or agreements on the part of the Servicer
      set
      forth in this Agreement which continues unremedied for a period of
      [   ] days (except that (x) such number of days shall
      be [   ] in the case of a failure to pay any premium for any
      insurance policy required to be maintained under this Agreement and
      (y) such number of days shall be [   ] in the case of a
      failure to observe or perform any of the obligations set forth in
      Sections 3.02, 3.23, 3.24 or 8.12) after the earlier of (i) the
      date on which written notice of such failure, requiring the same to be remedied,
      shall have been given to the Servicer by the Depositor or by the Master
      Servicer, or to the Servicer, the Depositor, the Master Servicer, the Securities
      Administrator and the Trustee by Certificateholders entitled to at least
      [   ]% of the Voting Rights in the Certificates and
      (ii) actual knowledge of such failure by a Servicing Officer of the
      Servicer; or

    


    
      
        
          
          

        

        
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    (c) 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,
      bankruptcy, 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 Servicer and such decree or order shall have
      remained in force undischarged or unstayed for a period of [   ]
      consecutive days; or

     

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

     

    (e) the
      Servicer shall admit in writing its inability generally to pay its debts 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

     

    (f) any
      failure of the Servicer to make any P&I Advance on any Remittance Date
      required to be made from its own funds pursuant to Section 4.01 which
      continues unremedied for [   ] Business Day immediately following
      the Remittance Date; or

     

    (g) a
      breach
      of any representation and warranty of the Servicer referred to in
      Section 2.03(a), which materially and adversely affects the interests of
      the Certificateholders and which continues unremedied for a period of
      [   ] days after the date upon which written notice of such
      breach is given to the Servicer by the Master Servicer or by the Depositor,
      or
      to the Servicer, the Master Servicer, the Depositor, the Securities
      Administrator and the Trustee by Certificateholders entitled to at least
      [   ]% of the Voting Rights in the Certificates; or

     

    (h) Fitch
      reduces its primary subprime servicer rating of the Servicer to “RPS3-“ or
      lower, Moody’s reduces its primary subprime servicer rating of the Servicer to
“SQ3” or lower, or Standard & Poor’s reduces its primary subprime servicer
      rating of the Servicer to “Average” or lower, and any such downgrade continues
      unremedied for a period of ninety days; or 

     

    (i) any
      failure by the Servicer to duly perform, within the required time period, its
      obligations to provide any certifications under Sections 3.02, 3.22, 3.23 3.24
      and 3.29 or any other information, data or materials required to be provided
      hereunder, including any items required to be included in any Exchange Act
      report, which failure continues unremedied for a period of [   ]
      days after the date on which written notice of such failure, requiring the
      same
      to be remedied, shall have been given to the Servicer by any party to this
      Agreement or by the Master Servicer; or

     

    (j) a
      breach
      of the representations and warranties of the Servicer set forth in Schedule
      II
      hereto, which materially and adversely affects the interests of the
      Certificateholders and which continues unremedied for a period of
      [   ] days after the date upon which written notice of such
      breach is given to the Servicer by the Master Servicer or by the Depositor,
      or
      to the Servicer, the Master Servicer, the Depositor, the Securities
      Administrator and the Trustee by Certificateholders entitled to at least
      [   ]% of the Voting Rights in the Certificates.
      

    


    
      
        
          
          

        

        
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    If
      an
      Event of Default described in clauses (a) through (j) of this
      Section 7.01 shall occur, then, and in each and every such case, so long as
      such Event of Default shall not have been remedied, the Master Servicer may,
      or
      at the direction of a majority of the Voting Rights the Master Servicer shall,
      by notice in writing to the Servicer related to such Event of Default (with
      a
      copy to each Rating Agency and the Swap Counterparty), terminate all of the
      rights and obligations of the Servicer under this Agreement and in and to the
      Mortgage Loans and the proceeds thereof, other than its rights as a
      Certificateholder hereunder; provided,
      however,
      that
      the Master Servicer shall not be required to give written notice to the Servicer
      of the occurrence of an Event of Default described in clauses (b) through
      (j) of this Section 7.01 unless and until a Responsible Officer of the
      Master Servicer has actual knowledge of the occurrence of such an event;
provided further,
      that
      the Depositor shall give written notice to the Servicer and the Master Servicer
      of the occurrence of an Event of Default described in clause (h) of
      this Section 7.01 upon obtaining actual knowledge of the occurrence of such
      an event. In the event that a Responsible Officer of the Master Servicer has
      actual knowledge of the occurrence of an event of default described in
      clause (a) of this Section 7.01, the Master Servicer shall give
      written notice to the Servicer of the occurrence of such an event within
      [   ] Business Day of the first day on which such Responsible
      Officer obtains actual knowledge of such occurrence. On and after the receipt
      by
      the Servicer of such written notice, all authority and power of the Servicer
      hereunder, whether with respect to the Mortgage Loans or otherwise, shall pass
      to and be vested in the Master Servicer. Subject to Section 7.02, the
      Master Servicer is hereby authorized and empowered to execute and deliver,
      on
      behalf of the 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. Unless expressly provided in such
      written notice, no such termination shall affect any obligation of the Servicer
      to pay amounts owed pursuant to Article VIII. The Servicer agrees to
      cooperate with the Master Servicer in effecting the termination of the
      Servicer’s responsibilities and rights hereunder, including, without limitation,
      the transfer to the Master Servicer of all cash amounts which shall at the
      time
      be credited to the Collection Account, or thereafter be received with respect
      to
      the Mortgage Loans.

     

    Notwithstanding
      any termination of the activities of the Servicer hereunder, the Servicer shall
      be entitled to receive from the Trust Fund, prior to transfer of its servicing
      obligations hereunder, payment of all accrued and unpaid Servicing Fees and
      reimbursement for all outstanding P&I Advances and Servicing
      Advances.

    


    
      
        
          
          

        

        
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    Section
      7.02 Master
      Servicer to Act; Appointment of Successor.
      On and
      after the time the Servicer receives a notice of termination pursuant to
      Section 3.25 or Section 7.01, the Master Servicer shall, subject to
      and to the extent provided in Section 3.05, and subject to the rights of
      the Master Servicer to appoint a successor servicer pursuant to this Section
      7.02, be the successor to the Servicer in its capacity as servicer under this
      Agreement and the transactions set forth or provided for herein and shall be
      subject to all the responsibilities, duties and liabilities relating thereto
      placed on the Servicer by the terms and provisions hereof and applicable law
      including the obligation to make P&I Advances and Servicing Advances,
      pursuant to Section 3.25 or Section 7.01. It is understood and
      acknowledged by the parties hereto that there will be a period of transition
      before the transfer of servicing obligations is fully effective. Notwithstanding
      the foregoing, the Master Servicer will have a period (not to exceed
      [   ] days) to complete the transfer of all servicing data
      and correct or manipulate such servicing data as may be required by the Master
      Servicer to correct any errors or insufficiencies in the servicing data or
      otherwise enable the Master Servicer to service the Mortgage Loans in accordance
      with Accepted Servicing Practices. As compensation therefor, the Master Servicer
      shall be entitled to all funds relating to the Mortgage Loans that the Servicer
      would have been entitled to charge to the Collection Account if the Servicer
      had
      continued to act hereunder including, if the Servicer was receiving the
      Servicing Fee, the Servicing Fee and the income on investments or gain related
      to the Collection Account which the Servicer would be entitled to receive.
      Notwithstanding the foregoing, if the Master Servicer has become the successor
      to the Servicer in accordance with Section 7.01, the Master Servicer may,
      if it shall be unwilling to so act, or shall, if it is prohibited by applicable
      law from making P&I Advances and Servicing Advances pursuant to
      Section 4.01, if it is otherwise unable to so act or at the written request
      of Certificateholders entitled to at least a majority of the Voting Rights,
      appoint, or petition a court of competent jurisdiction to appoint, any
      established mortgage loan servicing institution the appointment of which does
      not adversely affect then current rating of the Certificates by each Rating
      Agency, as the successor to the Servicer hereunder in the assumption of all
      or
      any part of the responsibilities, duties or liabilities of the Servicer
      hereunder. Any successor to the Servicer shall make the covenant set forth
      in
      Section 6.02(b). Any successor to the Servicer shall be an institution
      which is willing to service the Mortgage Loans and which executes and delivers
      to the Depositor and the Master Servicer an agreement accepting such delegation
      and assignment, containing an assumption by such Person of the rights, powers,
      duties, responsibilities, obligations and liabilities of the Servicer (other
      than liabilities of the Servicer under Section 6.03 incurred prior to
      termination of the Servicer under Section 7.01), with like effect as if
      originally named as a party to this Agreement; provided,
      that
      each Rating Agency acknowledges that its rating of the Certificates in effect
      immediately prior to such assignment and delegation will not be qualified or
      reduced, as a result of such assignment and delegation. Pending appointment
      of a
      successor to the Servicer hereunder, the Master Servicer, unless the Master
      Servicer is prohibited by law from so acting, shall, subject to
      Section 3.05, act in such capacity as hereinabove provided. In connection
      with such appointment and assumption, the Master Servicer 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 the Servicing Fee Rate and amounts
      paid
      to the Servicer from investments. The Master Servicer and such successor
      servicer shall take such action, consistent with this Agreement, as shall be
      necessary to effectuate any such succession. Neither the Master Servicer nor
      any
      other successor to the 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 or any failure to perform, or any delay in
      performing, any duties or responsibilities hereunder, in either case caused
      by
      the failure of the Servicer to deliver or provide, or any delay in delivering
      or
      providing, any cash, information, documents or records to it.

     

    


    
      
        
          
          

        

        
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      Notwithstanding
        the foregoing, the parties hereto agree that the Master Servicer, in its
        capacity as successor servicer, immediately shall assume all of the obligations
        of the Servicer to make Advances and the Master Servicer will assume the
        other
        duties of the Servicer as soon as practicable, but in no event later than
        [   ] days after the Master Servicer becomes successor servicer
        pursuant to the preceding paragraph. Notwithstanding the foregoing, the Master
        Servicer, in its capacity as successor servicer, shall not be responsible
        for
        the lack of information and/or documents that it cannot obtain through
        reasonable efforts.

       

    

    In
      the
      event that the Servicer is terminated pursuant to Section 7.01, such
      terminated Servicer shall provide notices to the Mortgagors, transfer the
      Servicing Files to a successor servicer and pay all of its own out-of-pocket
      costs and expenses at its own expense. In addition, in the event that the
      Servicer is terminated pursuant to Section 7.01, such terminated Servicer
      shall pay all reasonable out-of-pocket costs and expenses of a servicing
      transfer incurred by parties other than such terminated Servicer promptly upon
      presentation of reasonable documentation of such costs. If the Master Servicer
      is the terminated Servicer (except in the case where the Master Servicer in
      its
      role as successor servicer is being terminated pursuant to Section 7.01 by
      reason of an Event of Default caused solely by the Master Servicer as the
      successor servicer and not by the predecessor Servicer’s actions or omissions),
      such costs shall be paid by the prior terminated Servicer promptly upon
      presentation of reasonable documentation of such costs. If the terminated
      Servicer defaults in its obligation to pay such costs and expenses, the same
      shall be paid by the successor servicer or the Master Servicer, in which case
      the successor servicer or the Master Servicer, as applicable, shall be entitled
      to reimbursement therefor from the Trust Fund.

     

    Any
      successor to the Servicer as servicer shall give notice to the Mortgagors of
      such change of servicer and shall, during the term of its service as servicer,
      maintain in force the policy or policies that the Servicer is required to
      maintain pursuant to Section 3.13.

     

    Section
      7.03 Notification
      to Certificateholders.
      (a)  Upon any termination of or appointment of a successor to the
      Servicer, the Securities Administrator shall give prompt written notice thereof
      to Certificateholders, each Rating Agency and the Swap
      Counterparty.

     

    (b) Within
      [   ] days after the occurrence of any Event of Default, the
      Securities Administrator shall transmit by mail to all Certificateholders,
      each
      Rating Agency and the Swap Counterparty notice of each such Event of Default
      hereunder known to the Securities Administrator, unless such event shall have
      been cured or waived.

     

    


    
      
        
          
          

        

        
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      ARTICLE
        VIII

       

      CONCERNING
        THE TRUSTEE

       

      Section
        8.01 Duties
        of the Trustee.
        The
        Trustee, before the occurrence of a Master Servicer Event of Default and
        after
        the curing of all Master Servicer Events of Default that may have occurred,
        shall undertake to perform such duties and only such duties as are specifically
        set forth in this Agreement. In case a Master Servicer Event of Default has
        occurred and remains uncured, 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.

       

    

    The
      Trustee, upon receipt of all resolutions, certificates, statements, opinions,
      reports, documents, orders or other instruments furnished to the Trustee that
      are specifically required to be furnished pursuant to any provision of this
      Agreement, shall examine them to determine whether they are in the form required
      by this Agreement. The Trustee shall not be responsible for the accuracy or
      content of any resolution, certificate, statement, opinion, report, document,
      order, or other instrument.

     

    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.

     

    Unless
      an
      Event of Default known to the Trustee has occurred and is
      continuing:

     

    (a) the
      duties and obligations of the Trustee shall be determined solely by the express
      provisions of this Agreement, the Trustee shall not be liable except for the
      performance of the duties and obligations specifically set forth in this
      Agreement, no implied covenants or obligations shall be read into this Agreement
      against the Trustee, and the Trustee 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 Trustee and conforming to the
      requirements of this Agreement which it believes in good faith to be genuine
      and
      to have been duly executed by the proper authorities respecting any matters
      arising hereunder;

     

    (b) the
      Trustee shall not be liable for an error of judgment made in good faith by
      a
      Responsible Officer or Responsible Officers of the Trustee, unless it is finally
      proven that the Trustee was negligent in ascertaining the pertinent facts;
      and

     

    (c) the
      Trustee shall not be liable with respect to any action taken, suffered, or
      omitted to be taken by it in good faith in accordance with the direction of
      the
      Holders of Certificates evidencing not less than [   ]% of the
      Voting Rights of Certificates relating 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.

     

    Section
      8.02 Certain
      Matters Affecting the Trustee.
      Except
      as otherwise provided in Section 8.01:

     

    


    
      
        
          
          

        

        
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      (a) the
        Trustee may rely upon and shall be protected in acting or refraining from
        acting
        upon any resolution, Officer’s Certificate, certificate of auditors or any other
        certificate, statement, instrument, opinion, report, notice, request, consent,
        order, appraisal, 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 and the
        Trustee shall have no responsibility to ascertain or confirm the genuineness
        of
        any signature of any such party or parties;

       

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

       

    

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

     

    (d) 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,
      unless requested in writing to do so by the Holders of Certificates evidencing
      not less than [   ]% of the Voting Rights allocated to each
      Class of Certificates;

     

    (e) the
      Trustee may execute any of the trusts or powers hereunder or perform any duties
      hereunder either directly or by or through agents, accountants, custodians,
      nominees or attorneys and the Trustee shall not be responsible for any
      misconduct or negligence on the part of any agents, accountants or attorneys
      appointed with due care by it hereunder;

     

    (f) the
      Trustee shall not be required to risk or expend its own funds or otherwise
      incur
      any financial liability in the performance of any of its duties or in the
      exercise of any of its rights or powers hereunder if it shall have reasonable
      grounds for believing that repayment of such funds or indemnity satisfactory
      to
      it against such risk or liability is not assured to it;

     

    (g) the
      Trustee shall not be liable for any loss on any investment of funds pursuant
      to
      this Agreement;

     

    (h) unless
      a
      Responsible Officer of the Trustee has actual knowledge of the occurrence of
      a
      Master Servicer Event of Default or an Event of Default, the Trustee shall
      not
      be deemed to have knowledge of a Master Servicer Event of Default or an Event
      of
      Default until a Responsible Officer of the Trustee shall have received written
      notice thereof;

     

    (i) the
      Trustee shall be under no obligation to exercise any of the trusts, rights
      or
      powers vested in it by this Agreement or to institute, conduct or defend any
      litigation hereunder or in relation hereto at the request, order or direction
      of
      any of the Certificateholders, pursuant to this Agreement, unless such
      Certificateholders shall have offered to the Trustee reasonable security or
      indemnity satisfactory to the Trustee against the costs, expenses and
      liabilities which may be incurred therein or thereby; and

     

    (j) if
      the
      Trustee, in its role as successor Master Servicer under this Agreement, assumes
      the servicing or master servicing with respect to any of the Mortgage Loans,
      it
      shall not assume liability for the representations and warranties of the
      Servicer or Master Servicer, as applicable, or for any errors or omissions
      of
      the Servicer or Master Servicer, as applicable.

    


    
      
        
          
          

        

        
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      Section
        8.03 Trustee
        Not Liable for Certificates or Mortgage Loans.
        The
        recitals contained herein and in the Certificates shall be taken as the
        statements of the Depositor and the Trustee assumes no responsibility for
        their
        correctness. The Trustee makes no representations as to the validity or
        sufficiency of this Agreement, the Swap Agreement, or of the Certificates
        or of
        any Mortgage Loan or related document. The Trustee shall not be accountable
        for
        the use or application by the Depositor, the Master Servicer, the Servicer,
        the
        Securities Administrator or the Swap Counterparty of any funds paid to the
        Depositor, the Master Servicer, the Servicer, the Securities Administrator
        or
        the Swap Counterparty in respect of the Mortgage Loans or deposited in or
        withdrawn from the Collection Account, the Distribution Account or any other
        fund or account with respect to the Certificates by the Depositor, the Master
        Servicer, the Servicer, the Securities Administrator or the Swap
        Counterparty.

    

     

    The
      Trustee shall have no responsibility for filing or recording 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.

     

    Section
      8.04 Trustee
      May Own Certificates.
      The
      Trustee in its individual or any other capacity may become the owner or pledgee
      of Certificates with the same rights as it would have if it were not the
      Trustee.

     

    Section
      8.05 Trustee’s
      Fees Indemnification and Expenses.
      (a) As compensation for its activities under this Agreement, the Trustee
      shall be paid its fee by the Master Servicer from the Master Servicer’s own
      funds pursuant to a separate agreement. The Trustee shall have no lien on the
      Trust Fund for the payment of such fees. 

     

    (b)  The
      Trustee shall be entitled to be reimbursed, from funds on deposit in the
      Distribution Account, amounts sufficient to indemnify and hold harmless the
      Trustee and any director, officer, employee, or agent of the Trustee against
      any
      loss, liability, or expense (including reasonable attorneys’ fees) incurred in
      connection with any claim or legal action relating to:

     

    (i) this
      Agreement,

     

    (ii) the
      Certificates, or

     

    (iii) the
      performance of any of the Trustee’s duties under this Agreement,

     

    other
      than any loss, liability, or expense (i) resulting from any breach of the
      Servicer’s obligations in connection with this Agreement for which the Servicer
      has performed its obligation to indemnify the Trustee pursuant to
      Section 6.05, (ii) resulting from any breach of the Mortgage Loan
      Seller’s obligations in connection with this Agreement for which such Mortgage
      Loan Seller has performed its obligation to indemnify the Trustee pursuant
      to
      Section 2.03(h), (iii) resulting from any breach of the Master
      Servicer’s obligation hereunder for which the Master Servicer has performed its
      obligation to indemnify the Trustee pursuant to this Agreement or
      (iv) incurred because of willful misconduct, bad faith, or negligence in
      the performance of any of the Trustee’s duties under this Agreement. Without
      limiting the foregoing, except as otherwise agreed upon in writing by the
      Depositor and the Trustee, and except for any expense, disbursement, or advance
      arising from the Trustee’s negligence, bad faith, or willful misconduct, the
      Trust Fund shall pay or reimburse the Trustee for all reasonable expenses,
      disbursements, and advances incurred or made by the Trustee in accordance with
      this Agreement with respect to:

     

    
      
        
          
          

        

        
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      (A) the
        reasonable compensation, expenses, and disbursements of its counsel not
        associated with the closing of the issuance of the Certificates,
        and

       

    

    (B) the
      reasonable compensation, expenses, and disbursements of any accountant,
      engineer, or appraiser that is not regularly employed by the Trustee, to the
      extent that the Trustee must engage them to perform services under this
      Agreement.

     

    The
      Trustee’s right to indemnity and reimbursement under this Section 8.05(b) shall
      survive the termination of this Agreement and the resignation or removal of
      the
      Trustee under this Agreement. 

     

    Except
      as
      otherwise provided in this Agreement or a separate letter agreement between
      the
      Trustee and the Depositor, the Trustee shall not be entitled to payment or
      reimbursement for any routine ongoing expenses incurred by the Trustee in the
      ordinary course of its duties as Trustee under this Agreement or for any other
      routine expenses incurred by the Trustee; provided,
      further,
      that no
      expense shall be reimbursed hereunder if it would not constitute an
“unanticipated expense incurred by the REMIC” within the meaning of the REMIC
      Provisions.

     

    Section
      8.06 Eligibility
      Requirements for the Trustee.
      The
      Trustee hereunder shall at all times be a [corporation or association organized
      and doing business under the laws of a state or the United States of America,
      authorized under such laws to exercise corporate trust powers, having a combined
      capital and surplus of at least $50,000,000, subject to supervision or
      examination by federal or state authority and with a credit rating which would
      not cause any of the Rating Agencies to reduce their respective then current
      ratings of the Certificates (or having provided such security from time to
      time
      as is sufficient to avoid such reduction) as evidenced in writing by each Rating
      Agency. If such corporation or 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 8.06 the combined capital and surplus of such corporation or
      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 this Section 8.06,
      the Trustee shall resign immediately in the manner and with the effect specified
      in Section 8.07. The entity serving as Trustee may have normal banking and
      trust relationships with the Depositor and its affiliates, the Master Servicer,
      the Securities Administrator or the Servicer and its affiliates; provided,
      however,
      that
      such entity cannot be an affiliate of the Depositor or the Servicer other than
      the Trustee in its role as successor to the Master Servicer.

     

    


    
      
        
          
          

        

        
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      Section
        8.07 Resignation
        and Removal of the Trustee.
        The
        Trustee may at any time resign and be discharged from the trusts hereby created
        by giving written notice of resignation to the Depositor, the Master Servicer,
        the Securities Administrator and each Rating Agency not less than
        [  ] days before the date specified in such notice, when, subject
        to Section 8.08, such resignation is to take effect and acceptance by a
        successor trustee in accordance with Section 8.08 meeting the
        qualifications set forth in Section 8.06. If no successor trustee meeting
        such qualifications shall have been so appointed and have accepted appointment
        within [   ] days after the giving of such notice or
        resignation, the resigning Trustee may petition any court of competent
        jurisdiction for the appointment of a successor trustee.

    

     

    If
      at any
      time the Trustee shall cease to be eligible in accordance with Section 8.06
      and shall fail to resign after written request thereto by the Depositor, or
      if
      at any time the Trustee shall become incapable of acting, or shall be adjudged
      as 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, or a tax is imposed with respect to the Trust Fund by any state
      in
      which the Trustee or the Trust Fund is located and the imposition of such tax
      would be avoided by the appointment of a different trustee, then the Depositor
      or the Servicer may remove the Trustee and appoint a successor trustee by
      written instrument, in triplicate, one copy of which shall be delivered to
      the
      Trustee, one copy to the Servicer and one copy to the successor
      trustee.

     

    The
      Holders of Certificates entitled to at least a majority of the Voting Rights
      may
      at any time remove the Trustee and appoint a successor trustee by written
      instrument or instruments, in triplicate, signed by such Holders or their
      attorneys-in-fact duly authorized, one complete set of which shall be delivered
      by the successor Trustee to the Servicer, one complete set to the Trustee so
      removed and one complete set to the successor so appointed. The successor
      trustee shall notify each Rating Agency of any removal of the
      Trustee.

     

    Any
      resignation or removal of the Trustee and appointment of a successor trustee
      pursuant to this Section 8.07 shall become effective upon acceptance of
      appointment by the successor trustee as provided in
      Section 8.08.

     

    Section
      8.08 Successor
      Trustee.
      Any
      successor trustee appointed as provided in Section 8.07 shall execute,
      acknowledge and deliver to the Depositor and to its predecessor trustee and
      the
      Servicer 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 Depositor, the Servicer and the predecessor trustee shall execute
      and deliver such instruments and do such other things as may reasonably be
      required for more fully and certainly vesting and confirming in the successor
      trustee all such rights, powers, duties, and obligations.

    


    
      
        
          
          

        

        
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      No
        successor trustee shall accept appointment as provided in this Section 8.08
        unless at the time of its acceptance, the successor trustee is eligible under
        Section 8.06 and its appointment does not adversely affect then current
        rating of the Certificates.

       

      Upon
        acceptance of appointment by a successor trustee as provided in this
        Section 8.08, the Depositor shall mail notice of the succession of such
        trustee hereunder to all Holders of Certificates. If the Depositor fails
        to mail
        such notice within [  ] days after acceptance of appointment by
        the successor trustee, the successor trustee shall cause such notice to be
        mailed at the expense of the Depositor.

       

      Section
        8.09 Merger
        or Consolidation of the Trustee.
        Any
        corporation into which the Trustee may be merged or converted or with which
        it
        may be consolidated or any corporation resulting from any merger, conversion
        or
        consolidation to which the Trustee shall be a party, or any corporation
        succeeding to the business of the Trustee, shall be the successor of the
        Trustee
        hereunder; provided,
        that
        such corporation shall be eligible under Section 8.06 without the execution
        or filing of any paper or further act on the part of any of the parties hereto,
        anything herein to the contrary notwithstanding.

    

     

    Section
      8.10 Appointment
      of Co-Trustee or Separate Trustee.
      Notwithstanding any other provisions of this Agreement, at any time, for the
      purpose of meeting any legal requirements of any jurisdiction in which any
      part
      of the Trust Fund or property securing any Credit Line Agreement may at the
      time
      be located, the Servicer and the Trustee acting jointly shall have the power
      and
      shall execute and deliver all instruments to appoint one or more Persons
      approved by the Trustee to act as co-trustee or co-trustees jointly with the
      Trustee, or separate trustee or separate trustees, of all or any part of the
      Trust Fund, and to vest in such Person or Persons, in such capacity and for
      the
      benefit of the Certificateholders, such title to the Trust Fund or any part
      thereof, whichever is applicable, and, subject to the other provisions of this
      Section 8.10, such powers, duties, obligations, rights and trusts as the
      Servicer and the Trustee may consider appropriate. If the Servicer shall not
      have joined in such appointment within [   ] days after the
      receipt by it of a request to do so, or in the case an Event of Default shall
      have occurred and be continuing, the Trustee alone shall have the power to
      make
      such appointment. No co-trustee or separate trustee hereunder shall be required
      to meet the terms of eligibility as a successor trustee under Section 8.06
      and no notice to Certificateholders of the appointment of any co-trustee or
      separate trustee shall be required under Section 8.08.

     

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

     

    (a) To
      the
      extent necessary to effectuate the purposes of this Section 8.10, all
      rights, powers, duties and obligations conferred or imposed upon the Trustee,
      except for the obligation of the Trustee (as successor Master Servicer) under
      this Agreement to advance funds on behalf of the Master Servicer, shall be
      conferred or imposed upon and exercised or performed by the Trustee and such
      separate trustee or co-trustee jointly (it being understood that such separate
      trustee or co-trustee is not authorized to act separately without the Trustee
      joining in such act), except to the extent that under any law of any
      jurisdiction in which any particular act or acts are to be performed (whether
      as
      Trustee hereunder or as successor to the Master Servicer hereunder), 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 applicable Trust Fund or any portion thereof in any such jurisdiction)
      shall
      be exercised and performed singly by such separate trustee or co-trustee, but
      solely at the direction of the Trustee;

     

    
      
        
          
          

        

        
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      (b) No
        trustee hereunder shall be held personally liable because of any act or omission
        of any other trustee hereunder and such appointment shall not, and shall
        not be
        deemed to, constitute any such separate trustee or co-trustee as agent of
        the
        Trustee;

       

      (c) The
        Trustee may at any time accept the resignation of or remove any separate
        trustee
        or co-trustee; and

       

      (d) The
        Trust
        Fund, and not the Trustee, shall be liable for the payment of reasonable
        compensation, reimbursement and indemnification to any such separate trustee
        or
        co-trustee.

       

    

    Any
      notice, request or other writing given to the Trustee shall be deemed to have
      been given to each of the separate trustees and co-trustees, when and as
      effectively as if given to each of them. Every instrument appointing any
      separate trustee or co-trustee shall refer to this Agreement and the conditions
      of this Article VIII. 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 and
      indemnity to, the Trustee. Every such instrument shall be filed with the Trustee
      and a copy thereof given to the Master Servicer and the Depositor.

     

    Any
      separate trustee or co-trustee 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 or co-trustee 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.

     

    Section
      8.11 Tax
      Matters.
      It is
      intended that the assets with respect to which any REMIC election pertaining
      to
      the Trust Fund is to be made, as set forth in the Preliminary Statement, shall
      constitute, and that the conduct of matters relating to such assets shall be
      such as to qualify such assets as, a “real estate mortgage investment conduit”
as defined in and in accordance with the REMIC Provisions. In furtherance of
      such intention, the Securities Administrator covenants and agrees that it shall
      act as agent (and the Securities Administrator is hereby appointed to act as
      agent) on behalf of each REMIC created hereunder and that in such capacity
      it
      shall:

     

    (a) prepare
      and file in a timely manner, a U.S. Real Estate Mortgage Investment Conduit
      (REMIC) Income Tax Return (Form 1066 or any successor form adopted by the
      Internal Revenue Service), which return the Trustee shall sign upon receipt
      from
      the Securities Administrator, and the Securities Administrator shall prepare
      and
      file with the Internal Revenue Service and applicable state or local tax
      authorities income tax or information returns for each taxable year with respect
      to each REMIC hereunder containing such information and at the times and in
      the
      manner as may be required by the Code or state or local tax laws, regulations,
      or rules, and furnish to Certificateholders the schedules, statements or
      information at such times and in such manner as may be required
      thereby;

    


    
      
        
          
          

        

        
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      (b) within
        [   ] days of the Closing Date, apply for an employer
        identification number from the Internal Revenue Service via Form SS-4 or
        any other acceptable method for all tax entities and shall also furnish to
        the
        Internal Revenue Service, on Form 8811 or as otherwise may be required by
        the Code, the name, title, address, and telephone number of the person that
        the
        holders of the Certificates may contact for tax information relating thereto,
        together with such additional information as may be required by such Form,
        and
        update such information at the time or times in the manner required by the
        Code;

    

     

    (c) make
      an
      election that each REMIC created hereunder be treated as a REMIC on the federal
      tax return for its first taxable year (and, if necessary, under applicable
      state
      law);

     

    (d) prepare
      and forward to the Certificateholders and to the Internal Revenue Service and,
      if necessary, state tax authorities, all information returns and reports as
      and
      when required to be provided to them in accordance with the REMIC Provisions,
      including the calculation of any original issue discount using the prepayment
      assumption (as described in the Prospectus Supplement);

     

    (e) provide
      information necessary for the computation of tax imposed on the transfer of
      a
      Residual Certificate to a Person that is a Non-Permitted Transferee, or an
      agent
      (including a broker, nominee or other middleman) of a Non-Permitted Transferee,
      or a pass-through entity in which a Non-Permitted Transferee is the record
      holder of an interest (the reasonable cost of computing and furnishing such
      information may be charged to the Person liable for such tax);

     

    (f) to
      the
      extent that they are under its control, conduct matters relating to such assets
      at all times that any Certificates are outstanding so as to maintain the status
      of each REMIC created hereunder as a REMIC under the REMIC
      Provisions;

     

    (g) not
      knowingly or intentionally take any action or omit to take any action that
      would
      cause the termination of the REMIC status of any of the REMICs created
      hereunder;

     

    (h) pay,
      from
      the sources specified in the last paragraph of this Section 8.11, the
      amount of any federal or state tax, including prohibited transaction taxes
      as
      described below, imposed on each REMIC created hereunder before its termination
      when and as the same shall be due and payable (but such obligation shall not
      prevent the Securities Administrator or any other appropriate Person from
      contesting any such tax in appropriate proceedings and shall not prevent the
      Securities Administrator from withholding payment of such tax, if permitted
      by
      law, pending the outcome of such proceedings);

     

    (i) cause
      federal, state or local income tax or information returns to be signed by the
      Securities Administrator or, if required by applicable tax law, the Trustee
      or
      such other person as may be required to sign such returns by the Code or state
      or local laws, regulations or rules; and

     

    


    
      
        
          
          

        

        
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      (j) maintain
        records relating to each REMIC created hereunder, including the income,
        expenses, assets, and liabilities thereof on a calendar year basis and on
        the
        accrual method of accounting and the adjusted basis of the assets determined
        at
        such intervals as may be required by the Code, as may be necessary to prepare
        the foregoing returns, schedules, statements or information.

       

      The
        Holder of the largest Percentage Interest of the Class [R] Certificates
        shall act as Tax Matters Person for each REMIC created hereunder, within
        the
        meaning of Treasury Regulations Section 1.860F-4(d), and the Securities
        Administrator is hereby designated as agent of such Certificateholder for
        such
        purpose (or if the Securities Administrator is not so permitted, such Holder
        shall be the Tax Matters Person in accordance with the REMIC Provisions).
        In
        such capacity, the Securities Administrator shall, as and when necessary
        and
        appropriate, represent each REMIC created hereunder in any administrative
        or
        judicial proceedings relating to an examination or audit by any governmental
        taxing authority, request an administrative adjustment as to any taxable
        year of
        each REMIC created hereunder, enter into settlement agreements with any
        governmental taxing agency, extend any statute of limitations relating to
        any
        tax item of each REMIC created hereunder, and otherwise act on behalf of
        each
        REMIC in relation to any tax matter or controversy involving it.

       

    

    The
      Securities Administrator shall treat the beneficial owners of the Certificates
      (other than the Class [P], Class [X] and Class [R] Certificates) as having
      entered into a notional principal contract with the beneficial owners of the
      Class [X] Certificates. Pursuant to each such notional principal contract,
      all
      beneficial owners of the LIBOR Certificates shall be treated as having agreed
      to
      pay, on each Distribution Date, to the beneficial owners of the Class [X]
      Certificates an aggregate amount equal to the excess, if any, of (i) the amount
      payable on such Distribution Date on the interest in the [Upper Tier] REMIC
      corresponding to such Class of Certificates over (ii) the amount payable on
      such
      Class of Certificates on such Distribution Date (such excess, a “[Class I]
      Shortfall”). A [Class I Shortfall] payable from interest collections shall be
      allocated to each Class of Certificates to the extent that interest accrued
      on
      such Class for the related Interest Accrual Period at the Interest Rate for
      a
      Class, computed by substituting “[REMIC 2] Net Funds Cap” for “[Group I]
      Available Funds Cap,” “[Group II] Available Funds Cap,” or “[Class M] Available
      Funds Cap,” as applicable in the definition thereof, exceeds the amount of
      interest accrued for the related Interest Accrual Period based on the applicable
      Available Funds Cap, and a [Class I] Shortfall payable from principal
      collections shall be allocated to the most subordinate Class of Certificates
      with an outstanding principal balance to the extent of such balance. In
      addition, pursuant to such notional principal contract, the beneficial owner
      of
      the Class [X] Certificates shall be treated as having agreed to pay Basis Risk
      Carryover Amounts to the Owners of the LIBOR Certificates in accordance with
      the
      terms of this Agreement. Any
      payments to the Certificates in light of the foregoing shall not be payments
      with respect to a “regular interest” in a REMIC within the meaning of Code
      Section 860G(a)(1). However, any payment from the Certificates of a [Class
      I]
      Shortfall shall be treated for tax purposes as having been received by the
      beneficial
      owners
      of such
      Certificates in respect of their Interests in the [Upper Tier] REMIC and as
      having been paid by such beneficial
      owners
      to the
      Supplemental Interest Trust pursuant to the notional principal
      contract. Thus,
      each Certificate (other than a Class [P] and Class [R] Certificate) shall be
      treated as representing not only ownership of regular interests in the [Upper
      Tier] REMIC, but also ownership of an interest in (and obligations with respect
      to) a notional principal contract. For tax purposes, the notional principal
      contract shall be deemed to have a value in favor of the Certificates entitled
      to receive Basis Risk Carryover Amounts of $[   ] as of the
      Closing Date.

    


    
      
        
          
          

        

        
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      Notwithstanding
        the priority and sources of payments set forth in Article IV hereof or
        otherwise, the Securities Administrator shall account for all distributions
        on
        the Certificates as set forth in this Section 8.11. In no event shall any
        payments of Basis Risk Carryover Amounts provided for in this Section 8.11
        be
        treated as payments
        with respect to a “regular interest” in a REMIC within the meaning of Code
        Section 860G(a)(1). The
        Securities Administrator shall file or cause to be filed with the IRS together
        with Form 1041 or such other form as may be applicable and shall furnish
        or
        cause to be furnished, to the Class [P] Certificateholders, the
        Class [X] Certificateholders, the LIBOR Certificateholders, the respective
        amounts described above that are received, in the time or times and in the
        manner required by the Code.

       

    

    To
      enable
      the Securities Administrator to perform its duties under this Agreement, the
      Depositor shall provide to the Securities Administrator within ten days
      after the Closing Date all information or data that the Securities Administrator
      requests in writing and determines to be relevant for tax purposes to the
      valuations and offering prices of the Certificates, including the price, yield,
      prepayment assumption, and projected cash flows of the Certificates and the
      Mortgage Loans. Moreover, the Depositor shall provide information to the
      Securities Administrator concerning the value to each Class of Certificates
      of the right to receive Basis Risk Carryover Amounts from the [Excess Reserve
      Fund Account]. Unless otherwise advised by the Depositor, for federal income
      tax
      purposes, the Securities Administrator is hereby directed to assign a value
      of
      zero to the right of each Holder allocating the purchase price of an initial
      Offered Certificateholder between such right and the related Upper Tier Regular
      Interest. Thereafter, the Depositor shall provide to the Securities
      Administrator promptly upon written request therefor any additional information
      or data that the Securities Administrator may, from time to time, reasonably
      request to enable the Securities Administrator to perform its duties under
      this
      Agreement; provided,
      however,
      that
      the Depositor shall not be required to provide any information regarding the
      Mortgage Loans that the Servicer is required to provide to the Securities
      Administrator pursuant to this Agreement. The Depositor hereby indemnifies
      the
      Securities Administrator for any losses, liabilities, damages, claims, or
      expenses of the Securities Administrator arising from any errors or
      miscalculations of the Securities Administrator that result from any failure
      of
      the Depositor to provide, pursuant to this paragraph, accurate information
      or
      data to the Securities Administrator on a timely basis.

     

    None
      of
      the Master Servicer, the Securities Administrator or the Trustee shall (i)
      permit the creation of any interests in any REMIC other than the regular and
      residual interests set forth in the Preliminary Statement, (ii) receive any
      amount representing a fee or other compensation for services (except as
      otherwise permitted by this Agreement or the related Mortgage Loan documents)
      or
      (iii) otherwise knowingly or intentionally take any action, cause the Trust
      Fund
      to take any action or fail to take (or fail to cause to be taken) any action
      reasonably within its control and the scope of duties more specifically set
      forth herein, that, under the REMIC Provisions, if taken or not taken, as the
      case may be, could (i) endanger the status of any REMIC as a REMIC or (ii)
      result in the imposition of a tax upon any REMIC or the Trust Fund (including
      but not limited to the tax on “prohibited transactions” as defined in Section
      860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in
      Section 860G(d) of the Code, or the tax on “net income from foreclosure
      property”) unless the Securities Administrator receives an Opinion of Counsel
      (at the expense of the party seeking to take such action or, if such party
      fails
      to pay such expense, and the Securities Administrator determines that taking
      such action is in the best interest of the Trust Fund and the
      Certificateholders, at the expense of the Trust Fund, but in no event at the
      expense of the Securities Administrator) to the effect that the contemplated
      action will not, with respect to the Trust Fund or any REMIC created hereunder,
      endanger such status or result in the imposition of such a tax).

    


    
      
        
          
          

        

        
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    If
      any
      tax is imposed on “prohibited transactions” of a REMIC created hereunder as
      defined in Section 860F(a)(2) of the Code, on the “net income from
      foreclosure property” of any Lower Tier REMIC as defined in Section 860G(c)
      of the Code, on any contribution to either of the Lower Tier REMIC or Upper
      Tier
      REMIC after the Startup Day pursuant to Section 860G(d) of the Code, or any
      other tax is imposed, including any minimum tax imposed on either REMIC pursuant
      to Sections 23153 and 24874 of the California Revenue and Taxation Code, if
      not paid as otherwise provided for herein, the tax shall be paid by (i) the
      Master Servicer, the Trustee, or the Securities Administrator, as applicable,
      if
      such tax arises out of or results from negligence of the Master Servicer, the
      Trustee or the Securities Administrator, as applicable, in the performance
      of
      any of its obligations under this Agreement, (ii) the Mortgage Loan Seller
      if
      such tax arises out of or results from such Mortgage Loan Seller’s obligation to
      repurchase a Mortgage Loan pursuant to Section 2.03, (iii) the Sponsor, if
      such
      tax arises out of or results from the Sponsor’s obligation to repurchase a
      Mortgage Loan pursuant to Section 2.03(k), (iv) the Servicer, in the case of
      any
      such minimum tax, and otherwise if such tax arises out of or results from a
      breach by the Servicer of any of its obligations under this Agreement, or
      (v) in all other cases, or if the Master Servicer, the Trustee, the
      Securities Administrator or the Servicer fails to honor its obligations under
      the preceding clause (i) or (ii), any such tax will be paid with
      amounts otherwise to be distributed to the Certificateholders, as provided
      in
      Section 4.02(a).

     

    Section
      8.12 Commission
      Reporting.
      (a) The
      Securities Administrator shall, in accordance with industry standards, prepare
      and file with the Commission, via EDGAR, the following reports in respect of
      the
      Trust as and to the extent required under the Exchange Act: 

     

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

    


    
      
        
          
          

        

        
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      (B)
        As
        set forth on Exhibit V hereto, within [  ] calendar days after the
        related Distribution Date, (i) certain parties (as specified in Exhibit V
        hereto), shall be required to provide to the Securities Administrator, to
        the
        extent known, in EDGAR-compatible form, or in such other form as otherwise
        agreed upon by the Securities Administrator and such party, the form and
        substance of any Additional Form 10-D Disclosure, if applicable, (ii) the
        Securities Administrator shall forward to the Depositor, the form and substance
        of the Additional Form 10-D Disclosure, and (iii) 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 Depositor will be responsible
        for any reasonable fees and expenses assessed or incurred by the Securities
        Administrator in connection with including any Additional Form 10-D Disclosure
        on Form 10-D pursuant to this paragraph. 

    

     

    (C)
      After
      preparing the Form 10-D, the Securities Administrator shall forward
      electronically a draft copy of the Form 10-D to the Depositor and the Master
      Servicer for review. No later than [  ] Business Days prior to the
      [   ] calendar day after the related Distribution Date, a senior
      officer of the Master Servicer in charge of the master servicing function shall
      sign the Form 10-D and return an electronic or fax copy of such signed Form
      10-D
      (with an original executed hard copy to follow by overnight mail) to the
      Securities Administrator. If a Form 10-D cannot be filed on time or if a
      previously filed Form 10-D needs to be amended, the Securities Administrator
      will follow the procedures set forth in paragraph (d) of this Section 8.12.
      Promptly (but no later than [  ] Business Day) after filing with the
      Commission, the Securities Administrator will make available on its internet
      website a final executed copy of each Form 10-D. The signing party at the Master
      Servicer can be contacted at the address set forth in Section 12.05 for notices
      to the Master Servicer. Each party to this Agreement acknowledges that the
      performance by the Securities Administrator of its duties under this Section
      8.12(a)(i) 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 8.12(a)(i). The Securities
      Administrator shall have no liability for any loss, expense, damage, claim
      arising out of or with respect to any failure to properly prepare and/or timely
      file such Form 10-D, where such failure results from the Securities
      Administrator’s inability or failure to obtain or receive, on a timely basis,
      any information from any other party hereto needed to prepare, arrange for
      execution or file such Form 10-D, not resulting from its own negligence, bad
      faith or willful misconduct.

     

    (ii) (A)
      Within [  ] days after the end of each fiscal year of the Trust 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 ends on [   ]
      of each year), commencing in [March] 20[  ], the Securities
      Administrator shall prepare and file on behalf of the Trust a Form 10-K, in
      form
      and substance as required by the Exchange Act. Each such Form 10-K shall include
      the following items, in each case to the extent they have been delivered to
      the
      Securities Administrator within the applicable time frames set forth in this
      Agreement, (i) an annual compliance statement for the Servicer, each Additional
      Servicer, the Master Servicer and the Securities Administrator (each, a
“Reporting
      Servicer”)
      as
      described under Section 3.24(b), (ii)(A) the annual reports on assessment of
      compliance with Servicing Criteria for each Reporting Servicer, as described
      under Section 3.22, and (B) if each Reporting Servicer’s report on assessment of
      compliance with Servicing Criteria described under Section 3.22 identifies
      any
      material instance of noncompliance, disclosure identifying such instance of
      noncompliance, or if each Reporting Servicer’s report on assessment of
      compliance with Servicing Criteria described under Section 3.22 is not included
      as an exhibit to such Form 10-K, disclosure that such report is not included
      and
      an explanation why such report is not included, (iii)(A) the registered public
      accounting firm attestation report for each Reporting Servicer, as described
      under Section 3.23, and (B) if any registered public accounting firm attestation
      report described under Section 3.23 identifies any material instance of
      noncompliance, disclosure identifying such instance of noncompliance, or if
      any
      such registered public accounting firm attestation report is not included as
      an
      exhibit to such Form 10-K, disclosure that such report is not included and
      an
      explanation why such report is not included, and (iv) a Sarbanes-Oxley
      Certification as described in Section 3.24. Any disclosure or information in
      addition to (i) through (iv) above that is required to be included on Form
      10-K
      (“Additional
      Form 10-K Disclosure”)
      shall
      be determined and prepared by and at the direction of the Depositor pursuant
      to
      the following paragraph and the Securities Administrator will have no duty
      or
      liability for any failure hereunder to determine or prepare any Additional
      Form
      10-K Disclosure, except as set forth in the next paragraph. 

    


    
      
        
          
          

        

        
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    (B)
      As
      set forth on Exhibit W hereto, no later than [March 10] (with a [  ]
      calendar day cure period) of each year that the Trust is subject to the Exchange
      Act reporting requirements, commencing in 20[  ], (i) certain parties
      hereto (as specified in Exhibit W) shall be required to provide to the
      Securities Administrator, to the extent known, in EDGAR-compatible form, or
      in
      such other form as otherwise agreed upon by the Securities Administrator and
      such party, the form and substance of any Additional Form 10-K Disclosure,
      if
      applicable, (ii) the Securities Administrator shall forward to the Depositor,
      the form and substance of the Additional Form 10-K Disclosure, and (iii) 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
      Depositor will be responsible for any reasonable fees and expenses assessed
      or
      incurred by the Securities Administrator in connection with including any
      Additional Form 10-K Disclosure on Form 10-K pursuant to this
      paragraph.

     

    (C)
      After
      preparing the Form 10-K, the Securities Administrator shall forward
      electronically a draft copy of the Form 10-K to the Master Servicer for review.
      No later than [   ] New York City time on the
      [   ] Business Day prior to the 10-K Filing Deadline, a senior
      officer of the Master Servicer in charge of the master servicing function shall
      sign the Form 10-K and return an electronic or fax copy of such signed Form
      10-K
      (with an original executed hard copy to follow by overnight mail) to the
      Securities Administrator. If a Form 10-K cannot be filed on time or if a
      previously filed Form 10-K needs to be amended, the Securities Administrator
      will follow the procedures set forth in paragraph (d) of this Section 8.12.
      Promptly (but no later than [  ] Business Day) after filing with the
      Commission, the Securities Administrator will make available on its internet
      website a final executed copy of each Form 10-K. The signing party at the Master
      Servicer can be contacted at the address set forth in Section 12.05 for notices
      to the Master Servicer. The parties to this Agreement acknowledge that the
      performance by the Securities Administrator of its duties under this Section
      8.12(a)(ii) 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 8.12(a)(ii) and Sections 3.22, 3.23 and 3.24.
      The Securities Administrator shall have no liability for any loss, expense,
      damage, claim arising out of or with respect to any failure to properly prepare
      and/or timely file such Form 10-K, where such failure results from the
      Securities Administrator’s inability or failure to obtain or receive, on a
      timely basis, any information from any other party hereto needed to prepare,
      arrange for execution or file such Form 10-K, not resulting from its own
      negligence, bad faith or willful misconduct.

    


    
      
        
          
          

        

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

     

    (B)
      As
      set forth on Exhibit X hereto, for so long as the Trust is subject to the
      Exchange Act reporting requirements, no later than the end of business on the
      [   ] Business Day after the occurrence of a Reportable Event (i)
      certain parties hereto as set forth in Exhibit W shall be required to provide
      to
      the Securities Administrator, to the extent known, in EDGAR-compatible form,
      or
      in such other form as otherwise agreed upon by the Securities Administrator
      and
      such party, the form and substance of any Form 8-K Disclosure Information,
      if
      applicable, (ii) the Securities Administrator shall forward to the Depositor,
      the form and substance of the Form 8-K Disclosure Information, and (iii) 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 Depositor will
      be
      responsible for any reasonable fees and expenses assessed or incurred by the
      Securities Administrator in connection with including any Form 8-K Disclosure
      Information on Form 8-K pursuant to this paragraph. 

     

    (C)
      After
      preparing the Form 8-K, the Securities Administrator shall forward
      electronically a draft copy of the Form 8-K to the Master Servicer for review.
      No later than [   ] New York City time on the
      [   ] Business Day after the Reportable Event, a senior officer
      of the Master Servicer in charge of the master servicing function shall sign
      the
      Form 8-K and return an electronic or fax copy of such signed Form 8-K (with
      an
      original executed hard copy to follow by overnight mail) to the Securities
      Administrator. If a Form 8-K cannot be filed on time or if a previously filed
      Form 8-K needs to be amended, the Securities Administrator will follow the
      procedures set forth in paragraph (d) of this Section 8.12. Promptly (but no
      later than [  ] Business Day) after filing with the Commission, the
      Securities Administrator will, make available on its internet website a final
      executed copy of each Form 8-K. The signing party at the Master Servicer can
      be
      contacted at the address specified in Section 12.05 for notices to the Master
      Servicer. The parties to this Agreement acknowledge that the performance by
      the
      Securities Administrator of its duties under this Section 8.12(d)(iii) 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 8.12(d)(iii). The Securities Administrator shall have no
      liability for any loss, expense, damage, claim arising out of or with respect
      to
      any failure to properly prepare and/or timely file such Form 8-K, where such
      failure results from the Securities Administrator’s inability or failure to
      obtain or receive, on a timely basis, any information from any other party
      hereto needed to prepare, arrange for execution or file such Form 8-K, not
      resulting from its own negligence, bad faith or willful misconduct.

    


    
      
        
          
          

        

        
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    (b) The
      Depositor acknowledges and agrees that the Securities Administrator may include
      in any Exchange Act report all relevant information, data, and exhibits as
      the
      Securities Administrator may receive in connection with such report irrespective
      of any provision or Regulation AB that may permit the exclusion of such
      material. By the way of example, the Securities Administrator may file all
      assessments of compliance, attestation reports and compliance statements timely
      received from any Item 1122 Servicing Function Participant irrespective of
      any
      applicable minimum pool asset percentage requirement for disclosure related
      to
      such Servicing Function Participant.

    


    (c) The
      Depositor agrees to furnish promptly to the Master Servicer, from time to time
      upon request, such additional information, data, reports, documents, and
      financial statements within the Depositor’s possession or control as the
      Securities Administrator reasonably requests as necessary or appropriate to
      prepare and file the foregoing reports. The Securities Administrator shall
      make
      available to the Depositor copies of all Exchange Act reports filed
      hereunder.

     

    (d)
      (i) Prior
      to
      [   ] of the first year in which the Securities Administrator is
      able to do so under applicable law, the Securities Administrator shall file
      a
      Form 15 relating to the automatic suspension of reporting in respect of the
      Trust under the Exchange Act. 

    


    (ii)
      In
      the event that the Securities Administrator is unable to timely file with the
      Commission all or any required portion of any Form 8-K, 10-D or 10-K required
      to
      be filed by this Agreement because required disclosure information was either
      not delivered to it or delivered to it after the delivery deadlines set forth
      in
      this Agreement or for any other reason, the Securities Administrator will
      immediately notify the Depositor. In the case of Form 10-D and 10-K, the parties
      to this Agreement will cooperate to prepare and file a Form 12b-25 and a 10-DA
      and 10-KA as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the
      case of Form 8-K, the Securities Administrator will, upon receipt of all
      required Form 8-K Disclosure Information and upon the approval and direction
      of
      the Depositor, include such disclosure information on the next Form 10-D. In
      the
      event that any previously filed Form 8-K, 10-D or 10-K needs to be amended,
      the
      Securities Administrator will notify the Depositor and the Servicer and such
      parties will cooperate to prepare any necessary 8-KA, 10-DA or 10-KA. Any Form
      15, From 12b-25 or any amendment to Form 8-K, 10-D or 10-K shall be signed
      by a
      senior officer of the Master Servicer in charge of the master servicing
      function. The parties to this Agreement acknowledge that the performance by
      the
      Securities Administrator of its duties under this Section 8.12(d) related to
      the
      timely preparation and filing of Form 15, a Form 12b-25 or any amendment to
      Form
      8-K, 10-D or 10-K is contingent upon each such party performing its duties
      under
      this Section. The Securities Administrator shall have no liability for any
      loss,
      expense, damage, claim arising out of or with respect to any failure to properly
      prepare and/or timely file any such Form 15, Form 12b-25 or any amendments
      to
      Forms 8-K, 10-D or 10-K, where such failure results from the Securities
      Administrator’s inability or failure to obtain or receive, on a timely basis,
      any information from any other party hereto needed to prepare, arrange for
      execution or file such Form 15, Form 12b-25 or any amendments to Forms 8-K,
      10-D
      or 10-K, not resulting from its own negligence, bad faith or willful misconduct.
      The Depositor shall be responsible for all costs and expenses of the Securities
      Administrator related to the preparation and filing of any such
      amendment.

    


    
      
        
          
          

        

        
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    (e) Other
      than the Exchange Act reports specified above, the Securities Administrator
      shall have no responsibility to file any items or reports with the Commission
      under the Exchange Act or otherwise; provided,
      however,
      the
      Securities Administrator and Master Servicer will cooperate with the Depositor
      in connection with any additional filings with respect to the Trust as the
      Depositor deems necessary under the Exchange Act.

     

    (f) The
      Depositor shall pay all costs and expenses of the Securities Administrator
      related to the preparation and filing of any Current Report on Form 8-K, any
      Monthly Statement on Form 10-D (other than the costs and expense of the
      Securities Administrator associated with the preparation and filing of the
      Monthly Statement), or any amendment to any Exchange Act report. Except as
      otherwise provided herein, all expenses incurred by the Securities Administrator
      in connection with its preparation and filing of Exchange Act reports hereunder
      shall not be reimbursable from the Trust.

     

    Section
      8.13 Tax
      Classification of the [Excess Reserve Fund Account] and the Supplemental
      Interest Trust.

     

    For
      federal income tax purposes, the Securities Administrator shall treat the
      [Excess Reserve Fund Account] and the Supplemental Interest Trust as
      beneficially owned by the holders of the Class [X] Certificates and shall
      treat such portion of the Trust Fund as a grantor trust, within the meaning
      of
      subpart E, Part I of subchapter J of the Code. The Securities
      Administrator shall treat the rights that each Class of LIBOR Certificates
      has to receive payments of Basis Risk Carryover Amounts from the [Excess Reserve
      Fund Account] as rights to receive payments under a notional principal contract
      written by the Class [X] Certificateholders in favor of each such
      Class and beneficially owned by each such Class through the grantor
      trust. Accordingly, each Class of Certificates (excluding the
      Class [X], Class [P] and Class [R] Certificates) will be
      comprised of two components - an [Upper Tier] REMIC Regular Interest and an
      interest in a notional principal contract, and the Class [X] Certificates
      will be comprised of two components - an [Upper Tier] REMIC Regular Interest
      and
      an interest in the [Excess Reserve Fund Account], subject to obligation to
      pay
      Basis Risk Carryover Amounts. The Securities Administrator shall allocate the
      issue price for a Class of Certificates among the respective components for
      purposes of determining the issue price of the [Upper Tier] REMIC Regular
      Interest component based on information received from the
      Depositor.

    


    
      
        
          
          

        

        
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    ARTICLE
      IX


     

    ADMINISTRATION
      OF THE MORTGAGE LOANS

    BY
      THE MASTER SERVICER

     

    Section
      9.01 Duties
      of the Master Servicer; Enforcement of Servicer Obligations.
      (a)  The Master Servicer, on behalf of the Trustee, the Securities
      Administrator, the Depositor and the Certificateholders, shall monitor the
      performance of the obligations of the Servicer under this Agreement, and (except
      as set forth below) shall use its reasonable good faith efforts to cause the
      Servicer to duly and punctually perform its duties and obligations hereunder.
      Upon the occurrence of an Event of Default of which a Responsible Officer of
      the
      Master Servicer has actual knowledge, the Master Servicer shall promptly notify
      the Securities Administrator and the Trustee and shall specify in such notice
      the action, if any, the Master Servicer plans to take in respect of such
      default. So long as an Event of Default shall occur and be continuing, the
      Master Servicer shall take the actions specified in Article VII.


     

    If
      (i) the Servicer reports a delinquency on a monthly report and
      (ii) the Servicer, by [   ] (New York Time) on the related
      Remittance Date, neither makes an Advance nor provides the Securities
      Administrator and the Master Servicer with an Officer’s Certificate certifying
      that such an Advance would be a Nonrecoverable P&I Advance or Nonrecoverable
      Servicing Advance, then the Master Servicer shall deposit in the Distribution
      Account not later than the [Business Day] immediately preceding the related
      Distribution Date an Advance in an amount equal to the difference between
      (x) with respect to each Monthly Payment due on a Mortgage Loan that is
      delinquent (other than Relief Act Interest Shortfalls) and for which the
      Servicer was required to make an Advance pursuant to this Agreement and
      (y) amounts deposited in the Collection Account to be used for Advances
      with respect to such Mortgage Loan, except to the extent the Master Servicer
      determines any such Advance to be a Nonrecoverable P&I Advance or
      Nonrecoverable Servicing Advance. Subject to the foregoing and
      Section 7.02, the Master Servicer shall continue to make such Advances for
      so long as the Servicer is required to do so under this Agreement. If
      applicable, on the [Business Day] immediately preceding the Distribution Date,
      the Master Servicer shall deliver an Officer’s Certificate to the Trustee
      stating that the Master Servicer elects not to make an Advance in a stated
      amount and detailing the reason(s) it deems the Advance to be a Nonrecoverable
      P&I Advance or Nonrecoverable Servicing Advance. Any amounts deposited by
      the Master Servicer pursuant to this Section 9.01 shall be net of the
      Servicing Fee for the related Mortgage Loans.

    


    
      
        
          
          

        

        
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      (b) The
        Master Servicer shall pay the costs of monitoring the Servicer as required
        hereunder (including costs associated with (i) termination of the Servicer,
        (ii) the appointment of a successor servicer or (iii) the transfer to
        and assumption of, the servicing by the Master Servicer) and shall, to the
        extent permitted hereunder, seek reimbursement therefor initially from the
        terminated Servicer. In the event the full costs associated with the transition
        of servicing responsibilities to the Master Servicer are not paid for by
        the
        predecessor or successor servicer (provided such successor servicer is not
        the
        Master Servicer), the Master Servicer may be reimbursed therefor by the Trust
        for all costs incurred by the Master Servicer associated with any such transfer
        of servicing duties from the Servicer to the Master Servicer or any other
        successor servicer.

       

    

    (c) If
      the
      Master Servicer assumes the servicing with respect to any of the Mortgage Loans,
      it will not assume liability for the representations and warranties of the
      Servicer it replaces or for any errors or omissions of the
      Servicer.

     

    (d) Neither
      the Depositor nor the Securities Administrator shall consent to the assignment
      by the Servicer of the Servicer’s rights and obligations under this Agreement
      without the prior written consent of the Master Servicer, which consent shall
      not be unreasonably withheld.

     

    Section
      9.02 Assessment,
      Attestation Annual Statement as to Compliance of the Master
      Servicer.
      The Master Servicer will deliver or cause to be delivered to the Depositor
      and
      the Securities Administrator, on or before [March 15th]
      of each
      calendar year, commencing in 20[  ], the assessment of compliance,
      attestation report and annual statement of compliance required of a Servicing
      Function Participant under Item 1122 of Regulation AB.

     

    Section
      9.03  [Reserved].

     

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

     

    Section
      9.05 Representations
      and Warranties of the Master Servicer.
      (a) The Master Servicer hereby represents and warrants to the Depositor, the
      Securities Administrator and the Trustee, for the benefit of the
      Certificateholders, as of the Closing Date that:

     

    (i) it
      is a
      [   ] validly existing and in good standing under the laws of the
      [   ], 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) 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;
      and

     

    (viii) the
      consummation of the transactions contemplated by this Agreement are in the
      ordinary course of business of the Master Servicer.

     

    (b) It
      is
      understood and agreed that the representations and warranties set forth in
      this
      Section shall survive the execution and delivery of this Agreement. The Master
      Servicer shall indemnify the Depositor, the Servicer, Securities Administrator,
      the Trustee and the Trust and hold them harmless against any loss, damages,
      penalties, fines, forfeitures, reasonable legal fees and related costs,
      judgments, and other reasonable costs and expenses resulting from any claim,
      demand, defense or assertion based on or grounded upon, or resulting from,
      a
      material breach of the Master Servicer’s representations and warranties
      contained in Section 9.05(a) above. It is understood and agreed that the
      enforcement of the obligation of the Master Servicer set forth in this
      Section 9.05 to indemnify the Depositor, the Servicer, Securities
      Administrator, the Trustee and the Trust constitutes the sole remedy 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, any termination of this Agreement and
      resignation or removal of the Trustee.

    


    
      
        
          
          

        

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

     

    Section
      9.06 Master
      Servicer Events of Default.
      Each of
      the following shall constitute a “Master
      Servicer Event of Default”:

     

    (a) any
      failure by the Master Servicer to deposit in the Distribution Account any
      payment received by it from the Servicer to make any P&I Advance or required
      to be made by the Master Servicer under the terms of this Agreement which
      continues unremedied for a period of [   ] Business Days
      after the date upon which written notice of such failure, requiring the same
      to
      be remedied, shall have been given to the Master Servicer by any other party
      hereto;

     

    (b) failure
      by the Master Servicer to duly observe or perform, in any material respect,
      any
      other covenants, obligations or agreements of the Master Servicer as set forth
      in this Agreement which failure continues unremedied for a period of thirty
      (30) days after the date on which written notice of such failure, requiring
      the same to be remedied, shall have been given to the Master Servicer by the
      Trustee or to the Master Servicer and Trustee by the holders of Certificates
      evidencing at least [   ]% of the Voting Rights;

     

    (c) 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,
      bankruptcy, readjustment of debt, marshaling 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
      [   ] days;

     

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

     

    (e) the
      Master Servicer shall admit in writing its inability to pay its debts 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 for
      [   ] Business Days;

     

    


    
      
        
          
          

        

        
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      (f) Except
        as
        otherwise set forth herein, the Master Servicer attempts to assign this
        Agreement or its responsibilities hereunder or to delegate its duties hereunder
        (or any portion thereof) without the consent of the Securities Administrator
        and
        the Depositor; 

       

      (g) the
        indictment of the Master Servicer for the taking of any action by the Master
        Servicer, any Affiliate or any director or employee thereof that constitutes
        fraud or criminal activity in the performance of its obligations under this
        Agreement, in each case, where such indictment materially and adversely affects
        the ability of the Master Servicer to perform its obligations under this
        Agreement (subject to the condition that such indictment is not dismissed
        within
        [   ]; or

       

    

    (h) failure
      of the Master Servicer to timely provide the Depositor with the Assessment,
      Attestation and Annual Statement of Compliance required by Item 1122 of
      Regulation AB in accordance with Section 9. 02.

     

    In
      each
      and every such case, so long as a Master Servicer Event of Default shall not
      have been remedied, in addition to whatever rights the Trustee may have at
      law
      or equity to damages, including injunctive relief and specific performance,
      the
      Trustee, by notice in writing to the Master Servicer, may, and upon the request
      of the Holders of Certificates representing at least [   ]% of
      the Voting Rights shall, terminate with cause all the rights and obligations
      of
      the Master Servicer under this Agreement.

     

    Upon
      receipt by the Master Servicer of such written notice, all authority and power
      of the Master Servicer under this Agreement, shall pass to and be vested in
      any
      successor master servicer appointed hereunder which accepts such appointments.
      Upon written request from the Trustee or the Depositor, the Master Servicer
      shall prepare, execute and deliver to the successor entity designated by the
      Trustee any and all documents and other instruments related to the performance
      of its duties hereunder as the Master Servicer and, place in such successor’s
      possession all such documents with respect to the master servicing of the
      Mortgage Loans and do or cause to be done all other acts or things necessary
      or
      appropriate to effect the purposes of such notice of termination, at the Master
      Servicer’s sole expense. The Master Servicer shall cooperate with the Trustee
      and such successor master servicer in effecting the termination of the Master
      Servicer’s responsibilities and rights hereunder, including without limitation,
      the transfer to such successor master servicer for administration by it of
      all
      cash amounts which shall at the time be credited to the Distribution Account
      or
      are thereafter received with respect to the Mortgage Loans.

     

    Section
      9.07 Waiver
      of Default. 
      By a
      written notice, the Trustee may at the direction of Holders of Certificates
      evidencing at least [   ]% of the Voting Rights waive any default
      by the Master Servicer in the performance of its obligations hereunder and
      its
      consequences. Upon any waiver of a past default, such default shall cease to
      exist, and any Master Servicer 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
        9.08 Successor
        to the Master Servicer. 
        Upon
        termination of the Master Servicer’s responsibilities and duties under this
        Agreement, the Trustee shall appoint a successor, which shall succeed to
        all
        rights and assume all of the responsibilities, duties and liabilities of
        the
        Master Servicer under this Agreement prior to the termination of the Master
        Servicer. Any successor shall be a Fannie Mae and Freddie Mac approved servicer
        in good standing and acceptable to the Depositor and the Rating Agencies.
        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 in
        no event shall the master servicing fee paid to such successor master servicer
        exceed that paid to the Master Servicer hereunder. In the event that the
        Master
        Servicer’s duties, responsibilities and liabilities under this Agreement are
        terminated, the Master Servicer shall continue to discharge its duties and
        responsibilities hereunder until the effective date of such termination with
        the
        same degree of diligence and prudence which it is obligated to exercise under
        this Agreement and shall take no action whatsoever that might impair or
        prejudice the rights of its successor. The termination of the Master Servicer
        shall not become effective until a successor shall be appointed pursuant
        hereto
        and shall in no event (i) relieve the Master Servicer of responsibility for
        the representations and warranties made pursuant to Section 9.05(a) hereof
        and the remedies available to the Trustee under Section 9.05(b) hereof, it
        being understood and agreed that the provisions of Section 9.05 hereof
        shall be applicable to the Master Servicer notwithstanding any such sale,
        assignment, resignation or termination of the Master Servicer or the termination
        of this Agreement; or (ii) affect the right of the Master Servicer to
        receive payment and/or reimbursement of any amounts accruing to it hereunder
        prior to the date of termination (or during any transition period in which
        the
        Master Servicer continues to perform its duties hereunder prior to the date
        the
        successor master servicer fully assumes its duties).

       

    

    If
      no
      successor Master Servicer has accepted its appointment within
      [   ] days of the time the Trustee receives the resignation
      of the Master Servicer, the Trustee shall be the successor Master Servicer
      in
      all respects under this Agreement and shall have all the rights and powers
      and
      be subject to all the responsibilities, duties and liabilities relating thereto,
      including the obligation to make Advances; provided,
      however,
      that
      any failure to perform any 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 the Trustee’s capacity as
      such successor, the Trustee shall have the same limitations on liability herein
      granted to the Master Servicer. Notwithstanding anything herein to the contrary,
      the Trustee in its role as successor Master Servicer shall have no obligation
      to
      monitor or supervise the Servicer, shall only have the obligation to make
      Advances if it terminates the Servicer pursuant to Section 7.01 (in its role
      as
      successor Master Servicer), and shall make such Advances only pursuant to
      Section 7.02. As compensation therefor, the Trustee shall be entitled to receive
      the compensation, reimbursement and indemnities otherwise payable to the Master
      Servicer, including the fees and other amounts payable pursuant to
      Section 9.09 hereof. 

     

    Any
      successor master servicer appointed as provided herein, shall execute,
      acknowledge and deliver to the Master Servicer and to the Trustee an instrument
      accepting such appointment, wherein the successor shall make the representations
      and warranties set forth in Section 9.05 hereof, and whereupon such
      successor shall become fully vested with all of the rights, powers, duties,
      responsibilities, obligations and liabilities of the Master Servicer, with
      like
      effect as if originally named as a party to this Agreement. Any termination
      or
      resignation of the Master Servicer or termination of this Agreement shall not
      affect any claims that the Trustee may have against the Master Servicer arising
      out of the Master Servicer’s actions or failure to act prior to any such
      termination or resignation or in connection with the Trustee’s assumption of
      such obligations, duties and responsibilities. 

     

    


    
      
        
          
          

        

        
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      Upon
        a
        successor’s acceptance of appointment as such, the Master Servicer shall notify
        by mail the Trustee of such appointment.

       

      Section
        9.09 Compensation
        of the Master Servicer. 
        As
        compensation for its activities under this Agreement, the Master Servicer
        shall
        be paid the Master Servicing Fee.

       

      Section
        9.10 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 (i) be a
        Person (or have an Affiliate) that is qualified and approved to service mortgage
        loans for Fannie Mae and Freddie Mac (provided further
        that a
        successor Master Servicer that satisfies subclause (i) through an
        Affiliate agrees to service the Mortgage Loans in accordance with all applicable
        Fannie Mae and Freddie Mac guidelines) and (ii) have a net worth of not
        less than $25,000,000.

       

    

    Section
      9.11 Resignation
      of the Master Servicer. 
      Except
      as otherwise provided in Sections 9.08 and 9.10 hereof, the Master Servicer
      shall not resign from the obligations and duties hereby imposed on it unless
      the
      Master Servicer’s duties hereunder are no longer permissible under applicable
      law or are in material conflict by reason of applicable law with any other
      activities carried on by it and cannot be cured. Any such determination
      permitting the resignation of the Master Servicer shall be evidenced by an
      Opinion of Counsel that shall be independent to such effect delivered to the
      Trustee. No such resignation shall become effective until the Trustee shall
      have
      assumed, or a successor master servicer satisfactory to the Trustee and the
      Depositor shall have assumed, the Master Servicer’s responsibilities and
      obligations under this Agreement. Notice of such resignation shall be given
      promptly by the Master Servicer and the Depositor to the Trustee.

     

    [If
      at
      any time, [   ], as Master Servicer, resigns under this
      Section 9.11, or is removed as Master Servicer pursuant to
      Section 9.06, then at such time [   ] shall also resign (and
      shall be entitled to resign) as Securities Administrator under this
      Agreement.]

     

    Section
      9.12 Assignment
      or Delegation of Duties by the Master Servicer. 
      Except
      as expressly provided herein, the Master Servicer shall not assign or transfer
      any of its rights, benefits or privileges hereunder to any other Person, or
      delegate to or subcontract with, or authorize or appoint any other Person to
      perform any of the duties, covenants or obligations to be performed by the
      Master Servicer; provided,
      however,
      that
      the Master Servicer shall have the right with the prior written consent of
      the
      Depositor (which shall not be unreasonably withheld or delayed), and upon
      delivery to the Trustee and the Depositor of a letter from each Rating Agency
      to
      the effect that such action shall not result in a downgrade of the ratings
      assigned to any of the Certificates, to delegate or assign to or subcontract
      with or authorize or appoint any qualified Person to perform and carry out
      any
      duties, covenants or obligations to be performed and carried out by the Master
      Servicer 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 compensation payable to the Master
      Servicer pursuant hereto shall thereafter be payable to such successor master
      servicer but in no event shall the fee payable to the successor master servicer
      exceed that payable to the predecessor master servicer.

    


    
      
        
          
          

        

        
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      Section
        9.13 Limitation
        on Liability of the Master Servicer. 
        Neither
        the Master Servicer nor any of the directors, officers, employees or agents
        of
        the Master Servicer 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 or any such person against
        any liability that would otherwise be imposed by reason of willful malfeasance,
        bad faith or negligence in the performance of its duties or by reason of
        reckless disregard for its obligations and duties under this Agreement. The
        Master Servicer and any director, officer, employee or agent of the Master
        Servicer may rely in good faith on any document 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 as Master Servicer with
        respect to the Mortgage Loans under 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 liabilities of the Trust, and the
        Master
        Servicer shall be entitled to be reimbursed therefor out of the Distribution
        Account in accordance with the provisions of Section 9.09 and
        Section 9.14.

    

     

    The
      Master Servicer shall not be liable under this Agreement for any acts or
      omissions of the Servicer except to the extent that damages or expenses are
      incurred as a result of such act or omissions and such damages and expenses
      would not have been incurred but for the negligence, willful malfeasance, bad
      faith or recklessness of the Master Servicer in supervising, monitoring and
      overseeing the performance of the obligations of the Servicer as required under
      this Agreement. 

     

    Section
      9.14 Indemnification;
      Third Party Claims. 
      The
      Master Servicer agrees to indemnify the Depositor, the Servicer, Securities
      Administrator, the Trustee, and the Trust and hold them harmless against any
      and
      all claims, losses, penalties, fines, forfeitures, legal fees and related costs,
      judgments, and any other costs, liability, fees and expenses that the Depositor,
      the Securities Administrator, the Trustee or the Trust may sustain as a result
      of the Master Servicer’s (a) willful malfeasance, bad faith or negligence in the
      performance of its duties hereunder, (b) reckless disregard for its obligations
      and duties under this Agreement or (c) failure to provide the assessment,
      attestation and annual statement of compliance in accordance with Section 9.02.
      The Depositor, the Servicer, the Securities Administrator 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 which would entitle the
      Depositor, the Servicer, the Securities Administrator, the Trustee or the Trust
      to indemnification under this Section 9.14, 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.

     

    
      
        
          
          

        

        
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      The
        Master Servicer agrees to indemnify and hold harmless the Trustee from and
        against any and all claims, losses, penalties, fines, forfeitures, legal
        fees
        and related costs, judgments, and any other costs, liability, fees and expenses
        (including reasonable attorneys’ fees) that the Trustee may sustain as a result
        of such liability or obligations of the Master Servicer and in connection
        with
        the Trustee’s assumption (not including the Trustee’s 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 under such agreement.

       

    

    The
      Trust
      will indemnify the Master Servicer and hold it harmless against any and all
      claims, losses, penalties, fines, forfeitures, legal fees and related costs,
      judgments, and any other costs, liabilities, fees and expenses that the Master
      Servicer may incur or sustain in connection with, arising out of or related
      to
      this Agreement or the Certificates, except to the extent that any such loss,
      liability or expense is related to (i) a material breach of the Master
      Servicer’s representations and warranties in this Agreement, (ii) the
      Master Servicer’s willful malfeasance, bad faith or negligence or by reason of
      its reckless disregard of its duties and obligations under this Agreement or
      (iii) failure to provide the assessment, attestation and annual statement of
      compliance in accordance with Section 9.02; provided that any such loss,
      liability or expense constitutes an “unanticipated expense incurred by the
      REMIC” within the meaning of Treasury Regulations
      Section 1.860G-1(b)(3)(ii). The Master Servicer shall be entitled to
      reimbursement for any such indemnified amount from funds on deposit in the
      Distribution Account.

     

    ARTICLE
      X


     

    CONCERNING
      THE SECURITIES ADMINISTRATOR

     

    Section
      10.01 Duties
      of Securities Administrator. 
      The
      Securities Administrator shall undertake to perform such duties and only such
      duties as are specifically set forth in this Agreement.

     

    The
      Securities Administrator, upon receipt of all resolutions, certificates,
      statements, opinions, reports, documents, orders or other instruments furnished
      to the Securities Administrator that are specifically required to be furnished
      pursuant to any provision of this Agreement shall examine them to determine
      whether they are in the form required by this Agreement; provided,
      however,
      that
      the Securities Administrator shall not be responsible for the accuracy or
      content of any such resolution, certificate, statement, opinion, report,
      document, order or other instrument. If any such instrument is found not to
      conform in any material respect to the requirements of this Agreement, the
      Securities Administrator shall notify the Certificateholders of such non
      conforming instrument in the event the Securities Administrator, after so
      requesting, does not receive a satisfactorily corrected instrument.

     

    


    
      
        
          
          

        

        
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      No
        provision of this Agreement shall be construed to relieve the Securities
        Administrator from liability for its own negligent action, its own negligent
        failure to act or its own willful misconduct; provided,
        however,
        that:

       

      (i) the
        duties and obligations of the Securities Administrator shall be determined
        solely by the express provisions of this Agreement, the Securities Administrator
        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 Securities
        Administrator and the Securities Administrator may conclusively rely, as
        to the
        truth of the statements and the correctness of the opinions expressed therein,
        upon any certificates or opinions furnished to the Securities Administrator
        and
        conforming to the requirements of this Agreement which it believed in good
        faith
        to be genuine and to have been duly executed by the proper authorities
        respecting any matters arising hereunder;

       

    

    (ii) the
      Securities Administrator shall not be liable for an error of judgment made
      in
      good faith by a Responsible Officer or Responsible Officers of the Securities
      Administrator, unless it shall be conclusively determined by a court of
      competent jurisdiction, such determination no longer subject to appeal, that
      the
      Securities Administrator was negligent in ascertaining the pertinent
      facts;

     

    (iii) the
      Securities Administrator shall not be liable with respect to any action or
      inaction taken, suffered or omitted to be taken by it in good faith in
      accordance with the direction of Holders of Certificates evidencing not less
      than [   ]% of the Voting Rights of Certificates relating to the
      time, method and place of conducting any proceeding for any remedy available
      to
      the Securities Administrator, or exercising or omitting to exercise any trust
      or
      power conferred upon the Securities Administrator under this Agreement;
      and

     

    (iv) the
      Securities Administrator shall not be accountable, shall have no liability
      and
      makes no representation as to any acts or omissions hereunder of the Master
      Servicer or the Trustee.

     

    Section
      10.02 Certain
      Matters Affecting the Securities Administrator. 
      Except
      as otherwise provided in Section 10.01:

     

    (i) the
      Securities Administrator may request and conclusively rely upon and shall be
      fully protected in acting or refraining from acting upon any resolution,
      Officer’s Certificate, certificate of auditors or any other certificate,
      statement, instrument, opinion, report, notice, request, consent, order,
      appraisal, 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 and the Securities
      Administrator shall have no responsibility to ascertain or confirm the
      genuineness of any signature of any such party or parties;

     

    (ii) the
      Securities Administrator may consult with counsel, financial advisers or
      accountants and the advice of any such counsel, financial advisers or
      accountants and any advice 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;

     

    


    
      
        
          
          

        

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

       

      (iv) the
        Securities Administrator 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, unless requested in writing so to do by Holders of Certificates
        evidencing not less than [   ]% of the Voting Rights allocated to
        each Class of Certificates; provided,
        however,
        that if
        the payment within a reasonable time to the Securities Administrator of the
        costs, expenses or liabilities likely to be incurred by it in the making
        of such
        investigation is, in the opinion of the Securities Administrator, not reasonably
        assured to the Securities Administrator by the security afforded to it by
        the
        terms of this Agreement, the Securities Administrator may require reasonable
        indemnity against such expense or liability as a condition to so proceeding.
        Nothing in this clause (iv) shall derogate from the obligation of the
        Master Servicer to observe any applicable law prohibiting disclosure of
        information regarding the Mortgagors, provided that the Master Servicer shall
        have no liability for disclosure required by this Agreement;

       

    

    (v) the
      Securities Administrator may execute any of the trusts or powers hereunder
      or
      perform any duties hereunder either directly or by or through agents or
      attorneys or a custodian and the Securities Administrator shall not be
      responsible for any misconduct or negligence on the part of any such agent,
      attorney or custodian appointed by the Securities Administrator with due
      care;

     

    (vi) the
      Securities Administrator shall not be required to risk or expend its own funds
      or otherwise incur any financial liability in the performance of any of its
      duties or in the exercise of any of its rights or powers hereunder if it shall
      have reasonable grounds for believing that repayment of such funds or adequate
      indemnity against such risk or liability is not assured to it, and none of
      the
      provisions contained in this Agreement shall in any event require the Securities
      Administrator to perform, or be responsible for the manner of performance of,
      any of the obligations of the Master Servicer or the Trustee under this
      Agreement;

     

    (vii) the
      Securities Administrator shall be under no obligation to exercise any of the
      trusts, rights or powers vested in it by this Agreement or to institute, conduct
      or defend any litigation hereunder or in relation hereto at the request, order
      or direction of any of the Certificateholders, pursuant to the provisions of
      this Agreement, unless such Certificateholders shall have offered to the
      Securities Administrator reasonable security or indemnity satisfactory to the
      Securities Administrator against the costs, expenses and liabilities which
      may
      be incurred therein or thereby; and

     

    (viii) the
      Securities Administrator shall have no obligation to appear in, prosecute or
      defend any legal action that is not incidental to its duties hereunder and
      which
      in its opinion may involve it in any expense or liability; provided,
      however,
      that in
      the event of a breach or default by the Swap Counterparty under the Swap
      Agreement, the Securities Administrator shall pursue all legal remedies
      available against the Swap Counterparty under the Swap Agreement, in
      consultation with the Depositor; provided,
      further,
      that
      the Securities Administrator may in its discretion undertake any such action
      that it may deem necessary or desirable in respect of this Agreement and the
      rights and duties of the parties hereto and the interests of the Trustee, the
      Securities Administrator and 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
      Securities Administrator shall be entitled to be reimbursed therefor out of
      the
      Collection Account.

     

    


    
      
        
          
          

        

        
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      The
        Securities Administrator shall have no duty (A) to see to any recording,
        filing, or depositing of this Agreement or any agreement referred to herein
        or
        any financing statement or continuation statement evidencing a security
        interest, or to see to the maintenance of any such recording or filing or
        depositing or to any rerecording, refiling or redepositing thereof, (B) to
        see to the provision of any insurance or (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 Distribution
        Account.

    

     

    Section
      10.03 Securities
      Administrator Not Liable for Certificates or Mortgage Loans. 
      The
      recitals contained herein and in the Certificates shall be taken as the
      statements of the Depositor or the transferor, as the case may be, and the
      Securities Administrator assumes no responsibility for their correctness. The
      Securities Administrator makes no representations as to the validity or
      sufficiency of this Agreement, the Swap Agreement, or of the Certificates or
      of
      any Mortgage Loan or related document other than with respect to the Securities
      Administrator’s execution and authentication of the Certificates. The Securities
      Administrator shall not be accountable for the use or application by the
      Depositor, the Trustee, the Master Servicer, or the Swap Counterparty of any
      funds paid to the Depositor, the Trustee, the Master Servicer or the Swap
      Counterparty in respect of the Mortgage Loans or deposited in or withdrawn
      from
      the Collection Account or any other fund or account with respect to the
      Certificates by the Depositor, the Trustee, the Master Servicer or the Swap
      Counterparty.

     

    The
      Securities Administrator executes the Certificates not in its individual
      capacity but solely as Securities Administrator of the Trust Fund created by
      this Agreement, in the exercise of the powers and authority conferred and vested
      in it by this Agreement. Each of the undertakings and agreements made on the
      part of the Securities Administrator on behalf of the Trust Fund in the
      Certificates is made and intended not as a personal undertaking or agreement
      by
      the Securities Administrator but is made and intended for the purpose of binding
      only the Trust Fund.

     

    Section
      10.04 Securities
      Administrator May Own Certificates. 
      The
      Securities Administrator in its individual or any other capacity may become
      the
      owner or pledgee of Certificates and may transact business with the parties
      hereto and their Affiliates with the same rights as it would have if it were
      not
      the Securities Administrator.

    


    
      
        
          
          

        

        
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    Section
      10.05 Securities
      Administrator’s Fees and Expenses. 
      The
      Securities Administrator shall be entitled to the investment income earned
      on
      amounts in the Distribution Account during the Securities Administrator Float
      Period. The Securities Administrator and any director, officer, employee, agent
      or “control person” within the meaning of the Securities Act of 1933, as
      amended, and the Securities Exchange Act of 1934, as amended (“Control
      Person”),
      of
      the Securities Administrator shall be indemnified by the Trust and held harmless
      against any loss, liability or expense (including reasonable attorney’s fees)
      (i) incurred in connection with any claim or legal action relating to
      (a) this Agreement, (b) the Mortgage Loans or (c) the
      Certificates, other than any loss, liability or expense incurred by reason
      of
      willful misfeasance, bad faith or negligence in the performance of any of the
      Securities Administrator’s duties hereunder, (ii) incurred in connection
      with the performance of any of the Securities Administrator’s duties hereunder,
      other than any loss, liability or expense incurred by reason of willful
      misfeasance, bad faith or negligence in the performance of any of the Securities
      Administrator’s duties hereunder or (iii) incurred by reason of any action
      of the Securities Administrator taken at the direction of the
      Certificateholders, provided that any such loss, liability or expense
      constitutes an “unanticipated expense incurred by the REMIC” within the meaning
      of Treasury Regulations Section 1.860G 1(b)(3)(ii). Such indemnity shall
      survive the termination of this Agreement or the resignation or removal of
      the
      Securities Administrator hereunder. Without limiting the foregoing, and except
      for any such expense, disbursement or advance as may arise from the Securities
      Administrator’s negligence, bad faith or willful misconduct, or which would not
      be an “unanticipated expense” within the meaning of the second preceding
      sentence, the Securities Administrator shall be reimbursed by the Trust for
      all
      reasonable expenses, disbursements and advances incurred or made by the
      Securities Administrator in accordance with any of the provisions of this
      Agreement with respect to: (A) the reasonable compensation and the expenses
      and disbursements of its counsel not associated with the closing of the issuance
      of the Certificates, (B) the reasonable compensation, expenses and
      disbursements of any accountant, engineer, appraiser or other agent that is
      not
      regularly employed by the Securities Administrator, to the extent that the
      Securities Administrator must engage such Persons to perform acts or services
      hereunder and (C) printing and engraving expenses in connection with
      preparing any Definitive Certificates. The Trust shall fulfill its obligations
      under this paragraph from amounts on deposit from time to time in the
      Distribution Account.

     

    The
      Securities Administrator 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.

     

    Section
      10.06 Eligibility
      Requirements for Securities Administrator. 
      The
      Securities Administrator hereunder shall at all times be a corporation or
      association organized and doing business under the laws the United States of
      America or any state thereof, authorized under such laws to exercise corporate
      trust powers, having a combined capital and surplus of at least $50,000,000,
      subject to supervision or examination by federal or state authority and with
      a
      credit rating of at least investment grade. If such corporation or 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 10.06 the combined capital and surplus of such
      corporation or 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 Securities Administrator shall cease to be eligible in
      accordance with the provisions of this Section 10.06, the Securities
      Administrator shall resign immediately in the manner and with the effect
      specified in Section 10.07 hereof. The entity serving as Securities
      Administrator may have normal banking and trust relationships with the Depositor
      and its affiliates or the Trustee and its affiliates.

    


    
      
        
          
          

        

        
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      Any
        successor securities administrator (i) may not be the Mortgage Loan Seller,
        the Master Servicer, the Servicer, the Depositor or an affiliate of the
        Depositor unless such successor securities administrator’s functions are
        operated through an institutional trust department of the Securities
        Administrator, (ii) must be authorized to exercise corporate trust powers
        under the laws of its jurisdiction of organization, and (iii) must be rated
        at least “A/F1” by Fitch, if Fitch is a Rating Agency and if rated by Fitch, or
        the equivalent rating by Standard & Poor’s or Moody’s. If no successor
        securities administrator shall have been appointed and shall have accepted
        appointment within [   ] days after the Securities
        Administrator ceases to be the Securities Administrator pursuant to
        Section 10.07, then the Trustee may (but shall not be obligated to) become
        the successor securities administrator. The Depositor shall appoint a successor
        to the Securities Administrator in accordance with Section 10.07. The
        Trustee shall notify the Rating Agencies of any change of Securities
        Administrator.

    

     

    Section
      10.07 Resignation
      and Removal of Securities Administrator. 
      The
      Securities Administrator may at any time resign by giving written notice of
      resignation to the Depositor and the Trustee and each Rating Agency not less
      than [   ] days before the date specified in such notice
      when, subject to Section 10.08, such resignation is to take effect, and
      acceptance by a successor securities administrator in accordance with
      Section 10.08 meeting the qualifications set forth in Section 10.06.
      If no successor securities administrator meeting such qualifications shall
      have
      been so appointed by the Depositor and have accepted appointment within
      [  ] days after the giving of such notice of resignation, the
      resigning Securities Administrator may petition any court of competent
      jurisdiction for the appointment of a successor securities
      administrator.

     

    If
      at any
      time the Securities Administrator shall cease to be eligible in accordance
      with
      the provisions of Section 10.06 hereof and shall fail to resign after
      written request thereto by the Depositor, or if at any time the Securities
      Administrator shall become incapable of acting, or shall be adjudged as bankrupt
      or insolvent, or a receiver of the Securities Administrator or of its property
      shall be appointed, or any public officer shall take charge or control of the
      Securities Administrator or of its property or affairs for the purpose of
      rehabilitation, conservation or liquidation, or a tax is imposed with respect
      to
      the Trust Fund by any state in which the Securities Administrator or the Trust
      Fund is located and the imposition of such tax would be avoided by the
      appointment of a different securities administrator, then the Depositor may
      remove the Securities Administrator and appoint a successor securities
      administrator by written instrument, in triplicate, one copy of which instrument
      shall be delivered to the Securities Administrator so removed, one copy of
      which
      shall be delivered to the Master Servicer and one copy to the successor
      securities administrator.

     

    The
      Holders of Certificates entitled to at least [   ]% of the Voting
      Rights may at any time remove the Securities Administrator and appoint a
      successor securities administrator by written instrument or instruments, in
      triplicate, signed by such Holders or their attorneys in fact duly authorized,
      one complete set of which instruments shall be delivered by the successor
      securities administrator to the Trustee, one complete set to the Securities
      Administrator so removed and one complete set to the successor so appointed.
      Notice of any removal of the Securities Administrator shall be given to each
      Rating Agency by the successor securities administrator.

     

    Any
      resignation or removal of the Securities Administrator and appointment of a
      successor securities administrator pursuant to any of the provisions of this
      Section 10.07 shall become effective upon acceptance by the successor
      securities administrator of appointment as provided in Section 10.08
      hereof.

     

    If
      at any
      time, [   ], as Securities Administrator, resigns under this
      Section 10.07, or is removed as Securities Administrator pursuant to this
      Section 10.07, then at such time [   ] shall also resign
      (and shall be entitled to resign) as Master Servicer under this
      Agreement.

    


    
      
        
          
          

        

        
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    Section
      10.08 Successor
      Securities Administrator. 
      Any
      successor securities administrator (which may be the Trustee) appointed as
      provided in Section 10.07 hereof shall execute, acknowledge and deliver to
      the Depositor and to its predecessor Securities Administrator and the Trustee
      an
      instrument accepting such appointment hereunder and thereupon the resignation
      or
      removal of the predecessor Securities Administrator shall become effective
      and
      such successor securities administrator, without any further act, deed or
      conveyance, shall become fully vested with all the rights, powers, duties and
      obligations of its predecessor hereunder, with the like effect as if originally
      named as Securities Administrator herein. The Depositor, the Trustee, the Master
      Servicer and the predecessor Securities Administrator shall execute and deliver
      such instruments and do such other things as may reasonably be required for
      more
      fully and certainly vesting and confirming in the successor securities
      administrator all such rights, powers, duties, and obligations.

     

    No
      successor securities administrator shall accept appointment as provided in
      this
      Section 10.08 unless at the time of such acceptance such successor
      securities administrator shall be eligible under the provisions of
      Section 10.06 hereof and its appointment shall not adversely affect then
      current rating of the Certificates, as confirmed in writing by each Rating
      Agency.

     

    Upon
      acceptance by a successor securities administrator of appointment as provided
      in
      this Section 10.08, the Depositor shall mail notice of the succession of
      such Securities Administrator hereunder to all Holders of Certificates. If
      the
      Depositor fails to mail such notice within [  ] days after
      acceptance by the successor securities administrator of appointment, the
      successor securities administrator shall cause such notice to be mailed at
      the
      expense of the Depositor.

     

    Section
      10.09 Merger
      or Consolidation of Securities Administrator. 
      Any
      corporation or other entity into which the Securities Administrator may be
      merged or converted or with which it may be consolidated or any corporation
      or
      other entity resulting from any merger, conversion or consolidation to which
      the
      Securities Administrator shall be a party, or any corporation or other entity
      succeeding to the business of the Securities Administrator, shall be the
      successor of the Securities Administrator hereunder, provided that such
      corporation or other entity shall be eligible under the provisions of
      Section 10.06 hereof, without the execution or filing of any paper or
      further act on the part of any of the parties hereto, anything herein to the
      contrary notwithstanding.

     

    


    
      
        
          
          

        

        
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      Section
        10.10 Assignment
        or Delegation of Duties by the Securities Administrator. 
        Except
        as expressly provided herein, the Securities Administrator 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 Securities Administrator; provided,
        however,
        that
        the Securities Administrator shall have the right with the prior written
        consent
        of the Depositor (which shall not be unreasonably withheld or delayed), and
        upon
        delivery to the Trustee and the Depositor of a letter from each Rating Agency
        to
        the effect that such action shall not result in a downgrade of the ratings
        assigned to any of the Certificates, to delegate or assign to or subcontract
        with or authorize or appoint any qualified Person to perform and carry out
        any
        duties, covenants or obligations to be performed and carried out by the
        Securities Administrator hereunder. Notice of such permitted assignment shall
        be
        given promptly by the Securities Administrator to the Depositor and the Trustee.
        If, pursuant to any provision hereof, the duties of the Securities Administrator
        are transferred to a successor securities administrator, the entire compensation
        payable to the Securities Administrator pursuant hereto shall thereafter
        be
        payable to such successor securities administrator but in no event shall
        the fee
        payable to the successor securities administrator exceed that payable to
        the
        predecessor securities administrator.

    

     

    Section
      10.11 Attestation,
      Annual Statement of Compliance of the Securities Administrator.
      The
      Securities Administrator will deliver or cause to be delivered to the Depositor,
      on or before [March 15th]
      of each
      calendar year, commencing in 20[  ], the assessment of compliance,
      attestation report and annual statement of compliance required of a Servicing
      Function Participant under Item 1122 of Regulation AB.

     

    ARTICLE
      XI

     

    TERMINATION

     

    Section
      11.01 Termination
      upon Liquidation or Purchase of the Mortgage Loans.
      Subject
      to Section 11.03, the obligations and responsibilities of the Depositor,
      the Master Servicer, the Servicer, the Securities Administrator and the Trustee
      created hereby with respect to the Trust Fund shall terminate upon the earlier
      of (a) the exercise of an Option to Purchase, on or after the Optional
      Termination Date, in the aggregate of all Mortgage Loans (and REO Properties)
      at
      the price (the “Termination
      Price”)
      equal
      to the sum of (i) 100.00% of the unpaid principal balance of each Mortgage
      Loan (other than in respect of REO Property) plus accrued and unpaid interest
      thereon at the applicable Mortgage Rate, (ii) the lesser of (x) the
      appraised value of any REO Property as determined by the higher of two
      appraisals completed by two independent appraisers selected by the Servicer
      at
      the expense of that Trust Fund and (y) the unpaid principal balance of each
      Mortgage Loan related to any REO Property, in each case plus accrued and unpaid
      interest thereon at the applicable Mortgage Rate, (iii) all unreimbursed
      P&I Advances, Servicing Advances and indemnification payments payable to the
      Servicer (iv) any unreimbursed indemnification payments payable to the
      Trustee, the Securities Administrator, the Master Servicer or the Depositor
      under this Agreement and (v) any Swap Termination Payments payable to the Swap
      Counterparty as a result of a termination pursuant to this Section 11.01 and
      (b) the later of (i) the maturity or other liquidation (or any Advance
      with respect thereto) of the last Mortgage Loan remaining in the Trust Fund
      and
      the disposition of all REO Property and (ii) the distribution to
      Certificateholders of all amounts required to be distributed to them pursuant
      to
      this Agreement. In no event shall the trusts created hereby continue beyond
      the
      expiration of 21 years from the death of the 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.

     

    


    
      
        
          
          

        

        
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      Notwithstanding
        anything to the contrary contained herein, no such purchase by the Master
        Servicer (either upon instruction from the Depositor or voluntarily) shall
        be
        permitted unless (i) after distribution of the proceeds thereof to the
        Certificateholders (other than the Holders of the Class [X], Class [P] and
        Residual Certificates and any other Classes of Certificates which constitute
        NIM
        Securities) pursuant to Section 11.02, the distribution of the remaining
        proceeds to the Class [X] and Class [P] Certificates is sufficient to
        pay the outstanding principal amount of and accrued and unpaid interest on
        the
        NIM Securities, to the extent the NIM Securities are then outstanding, or
        (ii) prior to such purchase, the Master Servicer, remits to the Securities
        Administrator an amount that, together with such remaining proceeds, will
        be
        sufficient to pay the outstanding principal amount of, and accrued and unpaid
        interest on, the NIM Securities, to the extent the NIM Securities are then
        outstanding.

       

    

    Section
      11.02 Final
      Distribution on the Certificates.
      If on
      any Remittance Date, the Master Servicer determines that there are no
      Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other
      than the funds in any Collection Account, the Master Servicer shall direct
      the
      Securities Administrator promptly to send a Notice of Final Distribution to
      each
      Certificateholder and to the Swap Counterparty. If the Master Servicer (upon
      instruction from the Depositor or voluntarily) elects to exercise their option
      to purchase the Mortgage Loans pursuant to clause (a) of
      Section 11.01, at least [  ] days prior to the date the Notice of
      Final Distribution is to be mailed to the affected Certificateholders, the
      Master Servicer shall notify the Depositor, the Swap Counterparty and the
      Securities Administrator of (a) the date on which the Servicer intends to
      exercise such purchase option and (b) the Termination Price.

     

    A
      Notice
      of Final Distribution, specifying the Distribution Date on which
      Certificateholders may surrender their Certificates for payment of the final
      distribution and cancellation, shall be given promptly by the Securities
      Administrator by letter to Certificateholders mailed not earlier than the
      [  ]th day and not later than the [   ]th day of the
      month of such final distribution. Any such Notice of Final Distribution shall
      specify (a) the Distribution Date upon which final distribution on the
      Certificates will be made upon presentation and surrender of Certificates at
      the
      office therein designated, (b) the amount of such final distribution,
      (c) the location of the office or agency at which such presentation and
      surrender must be made and (d) that the Record Date otherwise applicable to
      such Distribution Date is not applicable, distributions being made only upon
      presentation and surrender of the Certificates at the office therein specified.
      The Securities Administrator will give such Notice of Final Distribution to
      the
      Swap Counterparty and to each Rating Agency at the time such Notice of Final
      Distribution is given to Certificateholders.

     

    In
      the
      event such Notice of Final Distribution is given, the Servicer shall cause
      all
      funds in the Collection Account to be remitted to the Master Servicer for
      deposit in the Distribution Account on the Business Day prior to the applicable
      Distribution Date in an amount equal to the final distribution in respect of
      the
      Certificates. Upon such final deposit with respect to the Trust Fund and the
      receipt by the Custodian of a Request for Release therefor, the Custodian shall
      promptly release to the Servicer the Custodial Files for the Mortgage
      Loans.

     

    


    
      
        
          
          

        

        
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      Upon
        presentation and surrender of the Certificates, the Securities Administrator
        shall cause to be distributed to the Certificateholders of each
        Class (after reimbursement of all amounts due to the Servicer, the Master
        Servicer, the Securities Administrator, the Depositor, the Trustee and the
        Swap
        Counterparty hereunder), in each case on the final Distribution Date and
        in the
        order set forth in Section 4.02, in proportion to their respective
        Percentage Interests, with respect to Certificateholders of the same Class,
        up
        to an amount equal to (i) as to each Class of Regular Certificates
        (except the Class [X] Certificates), the Certificate Balance thereof plus
        for each such Class and the Class [X] Certificates accrued interest
        thereon in the case of an interest-bearing Certificate and all other amounts
        to
        which such Classes are entitled pursuant to Section 4.02 and (ii) as
        to the Residual Certificates, the amount, if any, which remains on deposit
        in
        the Distribution Account (other than the amounts retained to meet claims)
        after
        application pursuant to clause (i) above.

    

     

    In
      the
      event that any affected Certificateholders shall not surrender Certificates
      for
      cancellation within [six] months after the date specified in the Notice of
      Final
      Distribution, the Securities Administrator 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
      [six] months after such second notice all the applicable Certificates shall
      not
      have been surrendered for cancellation, the Securities Administrator may take
      appropriate steps, or may appoint an agent to take appropriate steps, to contact
      the remaining Certificateholders concerning surrender of their Certificates,
      and
      the cost thereof shall be paid out of the funds and other assets which remain
      a
      part of the Trust Fund. If within one year after the second notice all
      Certificates shall not have been surrendered for cancellation, the
      Class [R] Certificateholders shall be entitled to all unclaimed funds and
      other assets of the Trust Fund which remain subject hereto.

     

    Section
      11.03 Additional
      Termination Requirements.
      In the
      event an Option to Purchase is exercised with respect to the Mortgage Loans
      as
      provided in Section 11.01, the Trust Fund shall be terminated in accordance
      with the following additional requirements, unless the Trustee has been supplied
      with an Opinion of Counsel, at the expense of the party upon whose instruction
      causes the exercise of an Option to Purchase, to the effect that the failure
      to
      comply with the requirements of this Section 11.03 will not (i) result
      in the imposition of taxes on “prohibited transactions” on either the [Lower
      Tier] REMIC or the [Upper Tier] REMIC as defined in Section 860F of the
      Code or (ii) cause either the [Lower Tier] REMIC or the [Upper Tier] REMIC
      to fail to qualify as a REMIC at any time that any Certificates are
      outstanding:

     

    (a) The
      Securities Administrator on behalf of the Trustee shall sell all of the assets
      of the Trust Fund to the party exercising the Option to Purchase, and, within
      90 days of such sale, shall distribute to the Certificateholders the
      proceeds of such sale in complete liquidation of each of the [Lower Tier] REMIC
      and the [Upper Tier] REMIC; and

    


    
      
        
          
          

        

        
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      (b) The
        Securities Administrator shall attach a statement to the final federal income
        tax return for each of the [Lower Tier] REMIC and the [Upper Tier] REMIC
        stating
        that pursuant to Treasury Regulations Section 1.860F-1, the first day of
        the 90-day liquidation period for each such REMIC was the date on which the
        Securities Administrator on behalf of the Trustee sold the assets of the
        Trust
        Fund to the Servicer.

    

     

    ARTICLE
      XII

     

    MISCELLANEOUS
      PROVISIONS

     

    Section
      12.01 Amendment.
      This
      Agreement may be amended from time to time by the Depositor, the Mortgage Loan
      Seller, the Master Servicer, the Servicer, the Securities Administrator and
      the
      Trustee, without the consent of any of the Certificateholders or the Swap
      Counterparty (except to the extent that the rights or obligations of the Swap
      Counterparty hereunder or under the Swap Agreement are affected thereby, and
      except to the extent that the ability of the Securities Administrator to perform
      fully and timely its obligations under the Swap Agreement is adversely affected,
      in which case prior written consent of the Swap Counterparty is required)
      (i) to cure any ambiguity or mistake, (ii) to correct any defective
      provision herein or to supplement any provision herein which may be inconsistent
      with any other provision herein, (iii) to add to the duties of the
      Depositor, the Master Servicer, the Servicer, the Securities Administrator
      or
      the Trustee, (iv) to add any other provisions with respect to matters or
      questions arising hereunder or (v) to modify, alter, amend, add to or
      rescind any of the terms or provisions contained in this Agreement; provided,
      that
      any action pursuant to clause (iv) or (v) above shall not, as
      evidenced by an Opinion of Counsel (which Opinion of Counsel shall not be an
      expense of the Trustee, the Master Servicer, the Securities Administrator or
      the
      Trust Fund), adversely affect in any material respect the interests of any
      Certificateholder; provided,
      further,
      that
      any such action pursuant to clause (iv) or (v) above shall not be
      deemed to adversely affect in any material respect the interests of the
      Certificateholders if the Person requesting the amendment obtains a letter
      from
      each Rating Agency stating that the amendment would not result in the
      downgrading or withdrawal of the respective ratings then assigned to the
      Certificates; it being understood and agreed that any such letter in and of
      itself will not represent a determination as to the materiality of any such
      amendment and will represent a determination only as to the credit issues
      affecting any such rating. The Trustee, the Depositor, the Master Servicer,
      the
      Mortgage Loan Seller, the Servicer and the Securities Administrator also may
      at
      any time and from time to time amend this Agreement, but without the consent
      of
      the Certificateholders or the Swap Counterparty (except to the extent that
      the
      rights or obligations of the Swap Counterparty hereunder or under the Swap
      Agreement are affected thereby, and except to the extent that the ability of
      the
      Securities Administrator to perform fully and timely its obligations under
      the
      Swap Agreement is adversely affected, in which case prior written consent of
      the
      Swap Counterparty is required) to modify, eliminate or add to any of its
      provisions to such extent as shall be necessary or helpful to (i) maintain
      the qualification of each REMIC created hereunder under the Code,
      (ii) avoid or minimize the risk of the imposition of any tax on any REMIC
      created hereunder pursuant to the Code that would be a claim at any time prior
      to the final redemption of the Certificates or (iii) comply with any other
      requirements of the Code; provided,
      that
      the Trustee and the Master Servicer have been provided an Opinion of Counsel,
      which opinion shall be an expense of the party requesting such opinion but
      in
      any case shall not be an expense of the Trustee or the Trust Fund, to the effect
      that such action is necessary or helpful to, as applicable, (i) maintain
      such qualification, (ii) avoid or minimize the risk of the imposition of
      such a tax or (iii) comply with any such requirements of the
      Code.

     

    


    
      
        
          
          

        

        
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      This
        Agreement may also be amended from time to time by the Depositor, the Master
        Servicer, the Servicer, the Mortgage Loan Seller, the Securities Administrator
        and the Trustee, but with the consent of the Holders of Certificates evidencing
        Percentage Interests aggregating not less than [   ]% 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 of
        Certificates; provided,
        however,
        that no
        such amendment shall (i) reduce in any manner the amount of, or delay the
        timing of, payments required to be distributed on any Certificate without
        the
        consent of the Holder of such Certificate, (ii) adversely affect in any
        material respect the interests of the Holders of any Class of Certificates
        in a manner other than as described in clause (i), without the consent of
        the Holders of Certificates of such Class evidencing, as to such Class,
        Percentage Interests aggregating not less than [   ]%,
        (iii) reduce the aforesaid percentages of Certificates the Holders of which
        are required to consent to any such amendment, without the consent of the
        Holders of all such Certificates then outstanding or (iv) adversely affect
        the
        rights or obligations of the Swap Counterparty hereunder or under the Swap
        Agreement or the rights of the Securities Administrator to fully and timely
        perform its obligations under the Swap Agreement without obtaining the prior
        written consent of the Swap Counterparty.

    

     

    Notwithstanding
      any contrary provision of this Agreement, the Trustee and the Master Servicer
      shall not consent to any amendment to this Agreement unless (i) it shall
      have first received an Opinion of Counsel, which opinion shall not be an expense
      of the Trustee, the Master Servicer or the Trust Fund, to the effect that such
      amendment will not cause the imposition of any tax on any REMIC created
      hereunder or the Certificateholders or cause any such REMIC to fail to qualify
      as a REMIC or the grantor trust to fail to qualify as a grantor trust at any
      time that any Certificates are outstanding and (ii) the party seeking such
      amendment shall have provided written notice to the Rating Agencies (with a
      copy
      of such notice to the Trustee and the Master Servicer) of such amendment,
      stating the provisions of the Agreement to be amended.

     

    Notwithstanding
      the foregoing provisions of this Section 12.01, with respect to any
      amendment that significantly modifies the permitted activities of the Trustee
      or
      the Servicer, any Certificate beneficially owned by the Depositor shall be
      deemed not to be outstanding (and shall not be considered when determining
      the
      percentage of Certificateholders consenting or when calculating the total number
      of Certificates entitled to consent) for purposes of determining if the
      requisite consents of Certificateholders under this Section 12.01 have been
      obtained.

     

    Promptly
      after the execution of any amendment to this Agreement requiring the consent
      of
      Certificateholders, the Trustee shall furnish written notification of the
      substance or a copy of such amendment to each Certificateholder and each Rating
      Agency.

     

    It
      shall
      not be necessary for the consent of Certificateholders under this
      Section 12.01 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 Certificateholders shall be subject to such reasonable
      regulations as the Trustee may prescribe.

    


    
      
        
          
          

        

        
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      Nothing
        in this Agreement shall require the Trustee, the Master Servicer or the
        Securities Administrator to enter into an amendment without receiving an
        Opinion
        of Counsel (which opinion shall not be an expense of the Trustee, the Master
        Servicer, the Securities Administrator or the Trust Fund), satisfactory to
        the
        Trustee, the Master Servicer and the Securities Administrator, as applicable,
        that (i) such amendment is permitted and is not prohibited by this
        Agreement and that all requirements for amending this Agreement have been
        complied with and (ii) either (A) the amendment does not adversely
        affect in any material respect the interests of any Certificateholder or
        (B) the conclusion set forth in the immediately preceding
        clause (A) is not required to be reached pursuant to this
        Section 12.01.

       

      Notwithstanding
        the foregoing, the Mortgage Loan Seller shall not be required or permitted
        to
        enter into any amendment to this Agreement unless the amendment would have
        a
        material and adverse effect on its rights or obligations under this
        Agreement.

    

     

    Section
      12.02 Recordation
      of Agreement; Counterparts.
      This
      Agreement is subject to recordation in all appropriate public offices for real
      property records in all the counties or other comparable jurisdictions in which
      any or all of the Mortgaged Properties are situated, and in any other
      appropriate public recording office or elsewhere, such recordation to be
      effected by the Servicer at the direction and expense of the Depositor, but
      only
      upon receipt of an Opinion of Counsel to the effect that such recordation
      materially and beneficially affects the interests of the
      Certificateholders.

     

    For
      the
      purpose of facilitating the recordation of this Agreement as herein provided
      and
      for other purposes, this Agreement may be executed simultaneously in any number
      of counterparts, each of which counterparts shall be deemed to be an original,
      and such counterparts shall constitute but one and the same
      instrument.

     

    Section
      12.03 Governing
      Law.
      THIS
      AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE SUBSTANTIVE
      LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED
      IN THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES
      HERETO AND THE CERTIFICATEHOLDERS SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
      LAWS.

     

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

    


    
      
        
          
          

        

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

     

    Section
      12.05 Notices.
      (a)  The Securities Administrator shall use its best efforts to
      promptly provide notice to each Rating Agency with respect to each of the
      following of which it has actual knowledge:

     

    1. Any
      material change or amendment to this Agreement;

     

    
      
        
          
          

        

        
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      2. The
        occurrence of any Event of Default that has not been cured;

       

      3. The
        resignation or termination of the Servicer, the Master Servicer, the Securities
        Administrator or the Trustee and the appointment of any successor;

       

      4. The
        repurchase or substitution of Mortgage Loans pursuant to Section 2.03;
        and

       

      5. The
        final
        payment to Certificateholders.

       

      (b) In
        addition, the Securities Administrator shall promptly make available on its
        internet website to each Rating Agency copies of the following:

       

      1. Each
        report to Certificateholders described in Section 4.03; and

       

      2. Any
        notice of a purchase of a Mortgage Loan pursuant to
        Section 2.03.

       

    

    (c) All
      directions, demands, consents and notices hereunder shall be in writing and
      shall be deemed to have been duly given when delivered to: 

     

    (i) in
      the
      case of the Depositor,
      Structured Asset Securities Corporation, 745 Seventh Avenue, 7th
      Floor,
      New York, New York 10019, Attention: Mortgage Finance, or such other address
      as
      may be hereafter furnished to the other parties by the Depositor in
      writing;

     

    (ii) in
      the
      case of the Servicer,
      to
      [             ],
      (Attention: [   ]) or such other address as may be hereafter
      furnished to other parties by [   ] in writing;

     

    (iii) in
      the
      case of the Mortgage Loan Seller,
      to
      [             ],
      (Attention: [   ]), or such other address as may be hereafter
      furnished to other parties by [   ] in writing;

     

    (iv) in
      the
      case of [   ],
      to[             ]
      Attention: [   ], or such other address as may be hereafter
      furnished to the to the other parties by Wells Fargo in writing;

     

    (v) in
      the
      case of the Trustee,
      to
      [             ]
      (Attention: [   ]), or such other address as may be hereafter
      furnished to the to the other parties by the Trustee in writing;

     

    (vi) in
      the
      case of the Swap Counterparty,
      to
      [             ],
      (Attention:
      [             ])

     

    (vii) in
      the
      case of each of the Rating Agencies,
      the
      address specified therefor in the definition corresponding to the name of such
      Rating Agency. Notices to Certificateholders shall be deemed given when mailed,
      first class postage prepaid, to their respective addresses appearing in the
      Certificate Register.

     

    Section
      12.06 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.

     

    


    
      
        
          
          

        

        
          -143-

          
            

          

        

        
          
          

        

      

    

    


     

    
      Section
        12.07 Assignment.
        Notwithstanding anything to the contrary contained herein, except as provided
        in
        Section 6.02, this Agreement may not be assigned by the Servicer without
        the prior written consent of the Trustee and Depositor;

       

      Section
        12.08 Limitation
        on Rights of Certificateholders.
        The
        death or incapacity of any Certificateholder shall not operate to terminate
        this
        Agreement or the trust created hereby, nor entitle such Certificateholder’s
        legal representative or heirs to claim an accounting or to take any action
        or
        commence any proceeding in any court for a petition or winding up of the
        trust
        created hereby, or otherwise affect the rights, obligations and liabilities
        of
        the parties hereto or any of them.

       

      No
        Certificateholder shall have any right to vote (except as provided herein)
        or in
        any manner otherwise control 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 party
        by
        reason of any action taken by the parties to this Agreement pursuant to any
        provision hereof.

    

     

    No
      Certificateholder shall have any right by virtue or by availing itself of any
      provisions 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 herein provided, and unless the
      Holders of Certificates evidencing not less than [   ]% of the
      Voting Rights evidenced by the Certificates shall also have made written request
      to 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 costs, expenses, and liabilities to
      be
      incurred therein or thereby, and the Trustee, for [   ] 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; 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 itself or themselves of any provisions of this
      Agreement to affect, disturb or prejudice the rights of the Holders of any
      other
      of the 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 common benefit of all Certificateholders.
      For the protection and enforcement of the provisions of this Section 12.08,
      each and every Certificateholder and the Trustee shall be entitled to such
      relief as can be given either at law or in equity.

     

    Section
      12.09 Inspection
      and Audit Rights.
      The
      Servicer agrees that, on reasonable prior notice, which shall not be less than
      [   ] Business Days prior written notice, it will permit any
      representative of the Depositor or the Trustee during the Servicer’s normal
      business hours, to examine all the books of account, records, reports and other
      papers of the Servicer relating to the Mortgage Loans, to make copies and
      extracts therefrom, to cause such books to be audited by independent certified
      public accountants selected by the Depositor or the Trustee and to discuss
      its
      affairs, finances and accounts relating to the Mortgage Loans with its officers,
      employees and independent public accountants (and by this provision the Servicer
      hereby authorizes said accountants to discuss with such representative such
      affairs, finances and accounts), all at such reasonable times and as often
      as
      may be reasonably requested. Any out-of-pocket expense of the Servicer incident
      to the exercise by the Depositor or the Trustee of any right under this
      Section 12.09 shall be borne by the Servicer.

    


    
      
        
          
          

        

        
          -144-

          
            

          

        

        
          
          

        

      

    

    


     

     

    Section
      12.10 Certificates
      Nonassessable and Fully Paid.
      It is
      the intention of the Depositor that Certificateholders shall not be personally
      liable for obligations of the Trust Fund, that the interests in the Trust Fund
      represented by the Certificates shall be nonassessable for any reason
      whatsoever, and that the Certificates, upon due authentication thereof by the
      Securities Administrator pursuant to this Agreement, are and shall be deemed
      fully paid.

     

    Section
      12.11 Rule of
      Construction.
      Article
      and section headings are for the convenience of the reader and shall not be
      considered in interpreting this Agreement or the intent of the parties
      hereto.

     

    Section
      12.12 Waiver
      of Jury Trial.
      EACH
      PARTY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY, WAIVES (TO THE EXTENT
      PERMITTED BY APPLICABLE LAW) ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY OF ANY
      DISPUTE ARISING UNDER OR RELATING TO THIS AGREEMENT AND AGREES THAT ANY SUCH
      DISPUTE SHALL BE TRIED BEFORE A JUDGE SITTING WITHOUT A JURY.

     

    [SIGNATURE
      PAGE FOLLOWS]

     

    
      
        
        

      

      
        -145-

        
          

        

      

      
        
        

      

    

     

    


    


     

    IN
      WITNESS WHEREOF, the Depositor, [   ], [   ],
      [   ] and [   ] have caused their names to be
      signed hereto by their respective officers thereunto duly authorized as of
      the
      day and year first above written.

     

    STRUCTURED
      ASSET SECURITIES CORPORATION, as Depositor

     

    By  

    Name:
      

    Title:
      

     

    [               ],
      solely as Trustee and not in its individual capacity

     

    By:  

    __________________________________________________

    Name:

    Title:

     

    [                 ],
      as Master Servicer

    
       

      By:  

      __________________________________________________

      Name:

      Title:

       

    

    [                  ],
      as Securities Administrator

    
       

      By:  

      __________________________________________________

      Name:

      Title:

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

    

    [                  ],
      as Custodian

    
       

      By:  

      __________________________________________________

      Name:

      Title:

       

    

    [                   ],
      as Servicer

    
       

      By:  

      __________________________________________________

      Name:

      Title:



    [                  ],
      as Mortgage Loan Seller

    
       

      By:  

      __________________________________________________

      Name:

      Title:



    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    ACKNOWLEDGED
      BY
      [             ],

    as
      Sponsor, solely for the purposes of Section

    2.03(k).
      

    


    


    


    By:
      __________________________________

    Name:
      

    Title:

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      I

     

    Mortgage
      Loan Schedule

    


    


    
      
        
          SCHEDULE
            I-1

        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      II

     

    HIS
      Asset
      Securitization Corporation Trust, [   ]

    Mortgage
      Pass-Through Certificates, Series [   ]

     

    Representations
      and Warranties of the Servicer as to Corporate Matters

     

     

    
      
        
          
            SCHEDULE
              II-1

          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    SCHEDULE
      III

     

    Structured
      Asset Securities Corporation Trust [   ]

    Mortgage
      Pass-Through Certificates, Series [   ]

     

    Representations
      and Warranties of the Mortgage Loan Seller as to Corporate
      Matters

     

    


    


    
      
        
          
            SCHEDULE
              III-1

          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    SCHEDULE
      IV

     

    Structured
      Asset Securities Corporation Trust [   ]

     

    Mortgage
      Pass-Through Certificates, Series [   ]

     

    Representations
      and Warranties of the Mortgage Loan Seller as to the Individual Mortgage
      Loans

     

    


    
      
        
          
            SCHEDULE
              IV-1

          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    EXHIBIT
      A

     

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

     

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

     

    NO
      TRANSFER OF THIS CERTIFICATE SHALL BE MADE UNLESS THE TRUSTEE SHALL HAVE
      RECEIVED A REPRESENTATION LETTER FROM THE TRANSFEREE OF THIS CERTIFICATE TO
      THE
      EFFECT THAT EITHER (I) SUCH TRANSFEREE IS NEITHER AN EMPLOYEE BENEFIT PLAN
      OR
      OTHER RETIREMENT ARRANGEMENT WHICH IS SUBJECT TO SECTION 406 OF ERISA AND/OR
      SECTION 4975 OF THE CODE OR ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE SUCH
      PLAN’S OR ARRANGEMENT’S ASSETS BY REASON OF THEIR INVESTMENT IN THE ENTITY (A
“PLAN”) NOR A PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF
      ANY SUCH PLAN TO EFFECT SUCH TRANSFER OR (II) THE ACQUISITION AND HOLDING OF
      THIS CERTIFICATE ARE ELIGIBLE FOR EXEMPTIVE RELIEF UNDER PROHIBITED TRANSACTION
      CLASS EXEMPTION (“PTCE”) 84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60 OR PTCE 96-23.
      ANY PURPORTED TRANSFER OF THIS CERTIFICATE PRIOR TO THE TERMINATION OF THE
      SWAP
      AGREEMENT TO OR ON BEHALF OF A PLAN WITHOUT THE DELIVERY TO THE TRUSTEE OF
      A
      REPRESENTATION LETTER AS DESCRIBED ABOVE SHALL BE VOID AND OF NO EFFECT. IF
      THIS
      CERTIFICATE IS A BOOK-ENTRY CERTIFICATE, THE TRANSFEREE WILL BE DEEMED TO HAVE
      MADE A REPRESENTATION AS PROVIDED IN CLAUSE (I) OR (II) OF THIS PARAGRAPH,
      AS
      APPLICABLE.]

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	
               

              Certificate
                No:

            	 	
               

              [     
                ]

            
	 	 	
              [    
                 ]

            
	
               

              Cut-off
                Date:

            	 	
               

              [               ]

            
	
               

              First
                Distribution Date:

            	 	
               

              [                ]

            
	
               

              Initial
                Certificate Balance of this Certificate (“Denomination”):

            	 	
               

              $[                    
                 ]

            
	
               

              Initial
                Certificate Balances of all Certificates of this Class:

            	
               

              [   ]

            	
              $[                 ]

            
	 	
              [   ]

            	
              $[                 ]

            
	 	 	 
	
               

              CUSIP:

            	
               

              [   ]

            	
              [                   ]

            
	 	
              [   ]

            	
              [                   ]

            
	 	 	 
	
               

              ISIN:

            	
               

              [   ]

            	
              [                    ]

            
	 	
              [   ]

            	
              [                    ]

            


    

     

     

    
      
        
          
          

        

        
          EXHIBIT
            A-1

          
            

          

        

        
          
          

        

      

    

     

    STRUCTURED
      ASSET SECURITIES CORPORATION

     

    Structured
      Asset Securities Corporation Trust [   ]

    Mortgage
      Pass-Through Certificates, Series [   ]

    [Class
      A-][Class M-]

     

    evidencing
      a percentage interest in the distributions allocable to the Certificates of
      the
      above-referenced Class.

     

    Principal
      in respect of this Certificate is distributable monthly as set forth herein.
      Accordingly, the Certificate Balance at any time may be less than the
      Certificate Balance as set forth herein. This Certificate does not evidence
      an
      obligation of, or an interest in, and is not guaranteed by the Depositor, the
      Trustee or any other party to the Agreement referred to below or any of their
      respective affiliates. Neither this Certificate nor the Mortgage Loans are
      guaranteed or insured by any governmental agency or
      instrumentality.

     

    This
      certifies that [____________] is the registered owner of the Percentage Interest
      evidenced by this Certificate (obtained by dividing the denomination of this
      Certificate by the aggregate of the denominations of all Certificates of the
      Class to which this Certificate belongs) in certain monthly distributions
      pursuant to a Pooling and Servicing Agreement dated as of the Cut-off Date
      specified above (the “Agreement”)
      among
      Structured Asset Securities Corporation, as depositor (the “Depositor”),
      [   ], as servicer, [   ], as mortgage loan
      seller, [   ], as master servicer, (in such capacity, the
“Master
      Servicer”)
      securities administrator (in such capacity, the “Securities
      Administrator”)
      and
      custodian and [   ], as trustee (the “Trustee”).
      To
      the extent not defined herein, the capitalized terms used herein have the
      meanings assigned in the Agreement. This Certificate is issued under and is
      subject to the terms, provisions and conditions of the Agreement, to which
      Agreement the Holder of this Certificate by virtue of the acceptance hereof
      assents and by which such Holder is bound.

     

    Reference
      is hereby made to the further provisions of this Certificate set forth on the
      reverse hereof, which further provisions shall for all purposes have the same
      effect as if set forth at this place.

     

    This
      Certificate shall not be entitled to any benefit under the Agreement or be
      valid
      for any purpose unless manually authenticated by an authorized signatory of
      the
      Securities Administrator.

     

    *        
       *        
      *

    


    
      
        
          
          

        

        
          EXHIBIT
            A-2

          
            

          

        

        
          
          

        

      

    

     

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

    


      
        	
                Dated:

              	 
	 	 
	 	
                [                        
                  ],

              
	 	
                not
                  in its individual capacity, but solely as

              
	 	
                Securities
                  Administrator

              
	 	 
	 	 
	 	
                By:
                  ____________________________________

              
	 	 
	
                Authenticated:

              	 
	 	 
	 	 
	
                By:
                  __________________________________

              	 
	
                Authorized
                  Signatory of

              	 
	
                [                      
                  ],

              	 
	
                not
                  in its individual capacity,

              	 
	
                but
                  solely as Securities Administrator

              	 


      

      
      



    
      
        
          
          

        

        
          EXHIBIT
            A-3

          
            

          

        

        
          
          

        

      

    

    


    STRUCTURED
      ASSET SECURITIES CORPORATION 

     

    Structured
      Asset Securities Corporation Trust [   ]

    Mortgage
      Pass-Through Certificates

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Structured Asset Securities Corporation Trust [   ] Mortgage
      Pass-Through Certificates, of the Series specified on the face hereof (herein
      collectively called the “Certificates”),
      and
      representing a beneficial ownership interest in the Trust Fund created by the
      Agreement.

     

    The
      Certificateholder, by its acceptance of this Certificate, agrees that it will
      look solely
      to the
      funds on deposit in the Distribution Account or Supplemental Interest Trust
      Account for payment hereunder and that neither the Trustee nor the Securities
      Administrator is liable to the Certificateholders for any amount payable under
      this Certificate or the Agreement or, except as expressly provided in the
      Agreement, subject to any liability under the Agreement.

     

    This
      Certificate does not purport to summarize the Agreement and reference is made
      to
      the Agreement for the interests, rights and limitations of rights, benefits,
      obligations and duties evidenced thereby, and the rights, duties and immunities
      of the Trustee.

     

    Pursuant
      to the terms of the Agreement, a distribution will be made on the
      [   ] day of each month or, if such day is not a Business Day,
      the Business Day immediately following (the “Distribution
      Date”),
      commencing on the first Distribution Date specified on the face hereof, to
      the
      Person in whose name this Certificate is registered at the close of business
      on
      the applicable Record Date in an amount equal to the product of the Percentage
      Interest evidenced by this Certificate and the amount required to be distributed
      to Holders of Certificates of the class to which this Certificate belongs on
      such Distribution Date pursuant to the Agreement. The Record Date applicable
      to
      each Distribution Date is the Business Day immediately preceding such
      Distribution Date.

     

    Distributions
      on this Certificate shall be made by wire transfer of immediately available
      funds to the account of the Holder hereof at a bank or other entity having
      appropriate facilities therefor, if such Certificateholder shall have so
      notified the Securities Administrator in writing at least [five] Business Days
      prior to the related Record Date and such Certificateholder shall satisfy the
      conditions to receive such form of payment set forth in the Agreement, or,
      if
      not, by check mailed by first Class mail to the address of such
      Certificateholder appearing in the Certificate Register. The final distribution
      on each Certificate will be made in like manner, but only upon presentment
      and
      surrender of such Certificate at the offices designated by the Securities
      Administrator for such purposes or such other location specified in the notice
      to Certificateholders of such final distribution.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Trustee and
      the rights of the Certificateholders under the Agreement at any time by the
      parties to the Agreement with the consent of the Holders of Certificates
      affected by such amendment evidencing the requisite Percentage Interest, as
      provided in the Agreement. Any such consent by the Holder of this Certificate
      shall be conclusive and binding on such Holder and upon all future Holders
      of
      this Certificate and of any Certificate issued upon the transfer hereof or
      in
      exchange therefor or in lieu hereof whether or not notation of such consent
      is
      made upon this Certificate. The Agreement also permits the amendment thereof,
      in
      certain limited circumstances, without the consent of the Holders of any of
      the
      Certificates.

    


    
      
        
          
          

        

        
          EXHIBIT
            A-4

          
            

          

        

        
          
          

        

      

    

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      of
      the Securities Administrator upon surrender of this Certificate for registration
      of transfer at the offices designated by the Securities Administrator for such
      purposes, accompanied by a written instrument of transfer in form satisfactory
      to the Securities Administrator duly executed by the holder hereof or such
      holder’s attorney duly authorized in writing, and thereupon one or more new
      Certificates of the same Class in authorized denominations and evidencing the
      same aggregate Percentage Interest in the Trust Fund will be issued to the
      designated transferee or transferees.

     

    The
      Certificates are issuable only as registered Certificates without coupons in
      denominations specified in the Agreement. As provided in the Agreement and
      subject to certain limitations therein set forth, Certificates are exchangeable
      for new Certificates of the same Class in authorized denominations and
      evidencing the same aggregate Percentage Interest, as requested by the Holder
      surrendering the same.

     

    No
      service charge will be made for any such registration of transfer or exchange,
      but the Securities Administrator may require payment of a sum sufficient to
      cover any tax or other governmental charge payable in connection
      therewith.

     

    The
      Trustee, the Depositor and the Securities Administrator and any agent of the
      Trustee, the Depositor or the Securities Administrator may treat the Person
      in
      whose name this Certificate is registered as the owner hereof for all purposes,
      and neither the Trustee, the Depositor, the Securities Administrator nor any
      such agent shall be affected by any notice to the contrary.

     

    The
      Master Servicer, upon the instruction of the Depositor, shall purchase the
      Mortgage Loans and therefore cause the termination of the Trust on the initial
      Optional Termination Date, which is the Distribution Date following the month
      in
      which the aggregate Stated Principal Balance of the Mortgage Loans as of the
      last day of the related Due Period is less than or equal to
      [   ]% of the aggregate Stated Principal Balance of the Mortgage
      Loans as of the Cut-off Date; provided,
      however,
      the
      Master Servicer in its own right may exercise the option to purchase the
      Mortgage Loans and thereby cause the termination of the Trust on the
      Distribution Date following the month in which the aggregate Stated Principal
      Balance of the Mortgage Loans as of the last day of the related Due Period
      is
      less than or equal to [  ]% of the aggregate Stated Principal Balance
      of the Mortgage Loans as of the Cut-off Date, if the Depositor has not
      previously provided instructions to the Master Servicer to exercise such option
      on the Depositor’s behalf on such Distribution Date. 

     

    The
      obligations and responsibilities created by the Agreement will terminate as
      provided in Section 11.01 of the Agreement.

    


    
      
        
          
          

        

        
          EXHIBIT
            A-5

          
            

          

        

        
          
          

        

      

    

     

    Any
      term
      used herein that is defined in the Agreement shall have the meaning assigned
      in
      the Agreement, and nothing herein shall be deemed inconsistent with that
      meaning.

    


    
      
        
          
          

        

        
          EXHIBIT
            A-6

          
            

          

        

        
          
          

        

      

    

     

    ASSIGNMENT

     

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

    ___________________________________________________________________________________

    
      
        
          _______________________________________________________________________________________________

          _______________________________________________________________________________________________

          
            _______________________________________________________________________________________________

          

        

      

    

     

    (Please
      print or typewrite name and address including postal zip code of
      assignee)

     

    the
      Percentage Interest evidenced by the within Certificate and hereby authorizes
      the transfer of registration of such Percentage Interest to assignee on the
      Certificate Register of the Trust Fund.

     

    I
      (We)
      further direct the Securities Administrator to issue a new Certificate of a
      like
      denomination and Class, to the above named assignee and deliver such Certificate
      to the following address:

    
      
        _______________________________________________________________________________________________

         

      

       

    

    
      
        Dated:

      

    

     

                                                    
;                        
      _______________________________________________

                                                <
font id="TAB2" style="LETTER-SPACING: 9pt">      
       Signature by or on behalf of assignor

     

    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    Distributions
      shall be made, by wire transfer or otherwise, in immediately available funds
      to
      _____________________________________________,
      __________________________________________________________________________________,
      for
      the
      account of
      __________________________________________________________________________________,
      account
      number __________, or, if mailed by check, to
      __________________________________________________.
      Applicable
      statements should be mailed to
      ___________________________________________________,
      _______________________________________________________________________________________

     

    This
      information is provided by ___________________________________,
      the
      assignee named above, or _____________________________, as
      its
      agent.

     

     

    
      
        
          
          

        

        
          EXHIBIT
            A-7

          
            

          

        

        
          
          

        

      

    

     

    EXHIBIT
      B

     

    [NEITHER
      THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE PROPOSED
      TRANSFEROR DELIVERS TO THE SECURITIES ADMINISTRATOR A TRANSFEROR LETTER IN
      THE
      FORM OF EXHIBIT H TO THE AGREEMENT REFERRED TO HEREIN AND EITHER
      (I) THE SECURITIES ADMINISTRATOR RECEIVES A RULE 144A LETTER IN THE FORM OF
      EXHIBIT I TO THE AGREEMENT REFERRED TO HEREIN OR (II) THE SECURITIES
      ADMINISTRATOR RECEIVES AN OPINION OF COUNSEL, DELIVERED AT THE EXPENSE OF THE
      TRANSFEROR, STATING THAT SUCH TRANSFER MAY BE MADE WITHOUT REGISTRATION UNDER
      THE SECURITIES ACT OF 1933, AS AMENDED.

     

    NEITHER
      THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
      TRANSFEREE DELIVERS TO THE SECURITIES ADMINISTRATOR A REPRESENTATION LETTER
      TO
      THE EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO
      TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
      (“ERISA”),
      OR A
      PLAN SUBJECT TO SECTION 4975 OF THE CODE OR A PLAN SUBJECT TO MATERIALLY
      SIMILAR PROVISIONS OF APPLICABLE FEDERAL, STATE OR LOCAL LAW (“SIMILAR
      LAW”)
      OR A
      PERSON INVESTING ON BEHALF OF OR WITH PLAN ASSETS OF SUCH A PLAN. IN THE EVENT
      THAT SUCH REPRESENTATION IS VIOLATED, OR ANY ATTEMPT IS MADE TO TRANSFER TO
      A
      PLAN OR ARRANGEMENT SUBJECT TO SECTION 406 OF ERISA, A PLAN SUBJECT TO
      SECTION 4975 OF THE CODE OR A PLAN SUBJECT TO SIMILAR LAW, OR A PERSON
      ACTING ON BEHALF OF ANY SUCH PLAN OR ARRANGEMENT OR USING THE ASSETS OF ANY
      SUCH
      PLAN OR ARRANGEMENT, SUCH ATTEMPTED TRANSFER OR ACQUISITION SHALL BE VOID AND
      OF
      NO EFFECT.]

     

    
      	
               

              Certificate
                No.

            	
               

              :

            	
               

              [P]

            
	
               

              Cut-off
                Date

            	
               

              :

            	
               

              [   
                ]

            
	
               

              First
                Distribution Date

            	
               

              :

            	
               

              [   
                ]

            
	
               

              Percentage
                Interest of this Certificate 

            	
               

              :

            	
               

              [___]%

            
	
               

              CUSIP

            	
               

              :

            	
               

              [   
                ]

            
	
               

              ISIN

            	
               

              :

            	
               

              [   
                ]

            


    

    
 

    
      
        
          
          

        

        
          EXHIBIT
            B-1

          
            

          

        

        
          
          

        

      

    

     

    STRUCTURED
      ASSET SECURITIES CORPORATION

     

    Structured
      Asset Securities Corporation Trust [   ]

    Mortgage
      Pass-Through Certificates, Series [   ]

     

    Class
      [P]

     

    evidencing
      a percentage interest in the distribution of Prepayment Charges allocable to
      the
      Certificates of the above-referenced Class.

     

    Distributions
      in respect of this Certificate are distributable monthly as set forth herein.
      This Certificate does not evidence an obligation of, or an interest in, and
      is
      not guaranteed by the Depositor, the Trustee or any other party to the Agreement
      referred to below or any of their respective affiliates. Neither this
      Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
      agency or instrumentality.

     

    This
      certifies that TFINN & CO. is the registered owner of the Percentage
      Interest evidenced by this Certificate (obtained by dividing the denomination
      of
      this Certificate by the aggregate of the denominations of all Certificates
      of
      the Class to which this Certificate belongs) in certain monthly distributions
      of
      Prepayment Charges pursuant to a Pooling and Servicing Agreement dated as of
      the
      Cut-off Date specified above (the “Agreement”)
      among
      Structured Asset Securities Corporation, as depositor (the “Depositor”),
      [   ], as servicer,
      [                 ],
      as mortgage loan seller,
      [               ],
      as master servicer, (in such capacity, the “Master
      Servicer”)
      securities administrator (in such capacity, the “Securities
      Administrator”)
      and
      custodian and
      [               ],
      as trustee (the “Trustee”).
      To
      the extent not defined herein, the capitalized terms used herein have the
      meanings assigned in the Agreement. This Certificate is issued under and is
      subject to the terms, provisions and conditions of the Agreement, to which
      Agreement the Holder of this Certificate by virtue of the acceptance hereof
      assents and by which such Holder is bound.

     

    This
      Certificate does not have an Interest Rate and will solely be entitled to
      receive distributions of Prepayment Charges to the extent set forth in the
      Agreement. In addition, any distribution of the proceeds of any remaining assets
      of the Trust will be made only upon presentment and surrender of this
      Certificate at the offices designated by the Securities Administrator for such
      purpose, or such other location specified in the notice to
      Certificateholders.

     

    No
      transfer of a Certificate of this Class shall be made unless such disposition
      is
      exempt from the registration requirements of the Securities Act of 1933, as
      amended (the “1933 Act”),
      and
      any applicable state securities laws or is made in accordance with the 1933
      Act
      and such laws. In the event of any such transfer, the Securities Administrator
      shall require the transferor to execute a transferor certificate (in
      substantially the form attached to the Agreement) and deliver either (i) a
      Rule 144A Letter, in either case substantially in the form attached to the
      Agreement, or (ii) a written Opinion of Counsel to the Securities
      Administrator that such transfer may be made pursuant to an exemption,
      describing the applicable exemption and the basis therefor, from the 1933 Act
      or
      is being made pursuant to the 1933 Act, which Opinion of Counsel shall be an
      expense of the transferor.

    
 

    
      
        
          
          

        

        
          EXHIBIT
            B-2

          
            

          

        

        
          
          

        

      

    

     

    No
      transfer of a Certificate of this Class shall be made unless the Securities
      Administrator shall have received a representation letter from the transferee
      of
      such Certificate, acceptable to and in form and substance satisfactory to the
      Securities Administrator, to the effect that such transferee is not an employee
      benefit plan subject to Section 406 of ERISA, Section 4975 of the Code
      or any materially similar provisions of applicable federal, state or local
      law
      (“Similar
      Law”),
      or a
      person acting on behalf of or investing plan assets of any such plan, which
      representation letter shall not be an expense of the Securities
      Administrator.

     

    Reference
      is hereby made to the further provisions of this Certificate set forth on the
      reverse hereof, which further provisions shall for all purposes have the same
      effect as if set forth at this place.

     

    This
      Certificate shall not be entitled to any benefit under the Agreement or be
      valid
      for any purpose unless manually authenticated by an authorized signatory of
      the
      Securities Administrator.

     

    *         
       *         
       *

    


    


    
      
        
          
          

        

        
          EXHIBIT
            B-3

          
            

          

        

        
          
          

        

      

    

     

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

     

    
      
        	
                Dated:

              	 
	 	 
	 	
                [                                
                  ],

              
	 	
                not
                  in its individual capacity, but solely as

              
	 	
                Securities
                  Administrator

              
	 	 
	 	 
	 	
                By:
                  ____________________________________

              
	 	 
	
                Authenticated:

              	 
	 	 
	 	 
	
                By:
                  __________________________________

              	 
	
                Authorized
                  Signatory of

              	 
	
                [                      
                  ],

              	 
	
                not
                  in its individual capacity,

              	 
	
                but
                  solely as Securities Administrator

              	 


      

      
      




    
      
        
          
          

        

        
          EXHIBIT
            B-4

          
            

          

        

        
          
          

        

      

    

    


    STRUCTURED
      ASSET SECURITIES CORPORATION

     

    Structured
      Asset Securities Corporation Trust [   ]

    Mortgage
      Pass-Through Certificates

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Structured Asset Securities Corporation Trust [   ] Mortgage
      Pass-Through Certificates, of the Series specified on the face hereof (herein
      collectively called the “Certificates”),
      and
      representing a beneficial ownership interest in the Trust Fund created by the
      Agreement.

     

    The
      Certificateholder, by its acceptance of this Certificate, agrees that it will
      look solely
      to the
      funds on deposit in the Distribution Account or constituting Prepayment Charges
      for payment hereunder and that neither the Trustee nor the Securities
      Administrator is liable to the Certificateholders for any amount payable under
      this Certificate or the Agreement or, except as expressly provided in the
      Agreement, subject to any liability under the Agreement.

     

    This
      Certificate does not purport to summarize the Agreement and reference is made
      to
      the Agreement for the interests, rights and limitations of rights, benefits,
      obligations and duties evidenced thereby, and the rights, duties and immunities
      of the Trustee.

     

    Pursuant
      to the terms of the Agreement, a distribution will be made on the
      [   ]th day of each month or, if such day is not a Business Day,
      the Business Day immediately following (the “Distribution
      Date”),
      commencing on the first Distribution Date specified on the face hereof, to
      the
      Person in whose name this Certificate is registered at the close of business
      on
      the applicable Record Date in an amount equal to the product of the Percentage
      Interest evidenced by this Certificate and the amount required to be distributed
      to Holders of Certificates of the class to which this Certificate belongs on
      such Distribution Date pursuant to the Agreement. The Record Date applicable
      to
      each Distribution Date is the last Business Day of the month next preceding
      the
      month of such Distribution Date.

     

    Distributions
      on this Certificate shall be made by wire transfer of immediately available
      funds to the account of the Holder hereof at a bank or other entity having
      appropriate facilities therefor, if such Certificateholder shall have so
      notified the Securities Administrator in writing at least [five] Business Days
      prior to the related Record Date and such Certificateholder shall satisfy the
      conditions to receive such form of payment set forth in the Agreement, or,
      if
      not, by check mailed by first Class mail to the address of such
      Certificateholder appearing in the Certificate Register. The final distribution
      on each Certificate will be made in like manner, but only upon presentment
      and
      surrender of such Certificate at the offices designated by the Securities
      Administrator for such purposes or such other location specified in the notice
      to Certificateholders of such final distribution.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Trustee and
      the rights of the Certificateholders under the Agreement at any time by the
      parties to the Agreement with the consent of the Holders of Certificates
      affected by such amendment evidencing the requisite Percentage Interest, as
      provided in the Agreement. Any such consent by the Holder of this Certificate
      shall be conclusive and binding on such Holder and upon all future Holders
      of
      this Certificate and of any Certificate issued upon the transfer hereof or
      in
      exchange therefor or in lieu hereof whether or not notation of such consent
      is
      made upon this Certificate. The Agreement also permits the amendment thereof,
      in
      certain limited circumstances, without the consent of the Holders of any of
      the
      Certificates.

    
 

    
      
        
          
          

        

        
          EXHIBIT
            B-5

          
            

          

        

        
          
          

        

      

    

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      of
      the Securities Administrator upon surrender of this Certificate for registration
      of transfer at the offices designated by the Securities Administrator for such
      purposes, accompanied by a written instrument of transfer in form satisfactory
      to the Securities Administrator duly executed by the holder hereof or such
      holder’s attorney duly authorized in writing, and thereupon one or more new
      Certificates of the same Class in authorized denominations and evidencing the
      same aggregate Percentage Interest in the Trust Fund will be issued to the
      designated transferee or transferees.

     

    The
      Certificates are issuable only as registered Certificates without coupons in
      denominations specified in the Agreement. As provided in the Agreement and
      subject to certain limitations therein set forth, Certificates are exchangeable
      for new Certificates of the same Class in authorized denominations and
      evidencing the same aggregate Percentage Interest, as requested by the Holder
      surrendering the same.

     

    No
      service charge will be made for any such registration of transfer or exchange,
      but the Securities Administrator may require payment of a sum sufficient to
      cover any tax or other governmental charge payable in connection
      therewith.

     

    The
      Trustee, the Depositor and the Securities Administrator and any agent of the
      Trustee, the Depositor or the Securities Administrator may treat the Person
      in
      whose name this Certificate is registered as the owner hereof for all purposes,
      and neither the Trustee, the Depositor, the Securities Administrator nor any
      such agent shall be affected by any notice to the contrary.

     

    The
      Master Servicer, upon the instruction of the Depositor, shall purchase the
      Mortgage Loans and therefore cause the termination of the Trust on the initial
      Optional Termination Date, which is the Distribution Date following the month
      in
      which the aggregate Stated Principal Balance of the Mortgage Loans as of the
      last day of the related Due Period is less than or equal to
      [   ]% of the aggregate Stated Principal Balance of the Mortgage
      Loans as of the Cut-off Date; provided,
      however,
      the
      Master Servicer in its own right may exercise the option to purchase the
      Mortgage Loans and thereby cause the termination of the Trust on the
      Distribution date following the month in which the aggregate Stated Principal
      Balance of the Mortgage Loans as of the last day of the related Due Period
      is
      less than or equal to [   ]% of the aggregate Stated Principal
      Balance of the Mortgage Loans as of the Cut-off Date, if the Depositor has
      not
      previously provided instructions to the Master Servicer to exercise such option
      on the Depositor’s behalf on such Distribution Date. 

     

    The
      obligations and responsibilities created by the Agreement will terminate as
      provided in Section 11.01 of the Agreement.

    
 

    
      
        
          
          

        

        
          EXHIBIT
            B-6

          
            

          

        

        
          
          

        

      

    

     

    Any
      term
      used herein that is defined in the Agreement shall have the meaning assigned
      in
      the Agreement, and nothing herein shall be deemed inconsistent with that
      meaning.

     

     

    
      
        
        

      

      
        EXHIBIT
          B-7

        
          

        

      

      
        
        

      

    

     

    ASSIGNMENT

    

       

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

      ___________________________________________________________________________________
        

      ___________________________________________________________________________________

      
        
          ___________________________________________________________________________________
___________________________________________________________________________________

      

       

      (Please
        print or typewrite name and address including postal zip code of assignee)
        

       

      the
        Percentage Interest evidenced by the within Certificate and hereby authorizes
        the transfer of registration of such Percentage Interest to assignee on the
        Certificate Register of the Trust Fund. 

       

      I
        (We)
        further direct the Securities Administrator to issue a new Certificate of
        a like
        denomination and Class, to the above named assignee and deliver such Certificate
        to the following address: 

      _______________________________________________________________________________________________
        

       

       

      Dated:
        

       

      _______________________________________________
        

      Signature
        by or on behalf of assignor 

       

      DISTRIBUTION
        INSTRUCTIONS 

       

      The
        assignee should include the following for purposes of distribution:


       

       

      Distributions
        shall be made, by wire transfer or otherwise, in immediately available funds
        to
        _____________________________________________,
        __________________________________________________________________________________,
        for the account of
        __________________________________________________________________________________,
        account number __________, or, if mailed by check, to
        __________________________________________________. Applicable statements
        should
        be mailed to ___________________________________________________,
        _______________________________________________________________________________________
        

       

      This
        information is provided by ___________________________________, the assignee
        named above, or _____________________________, as its agent. 

       

    

    


    
      
        
          
          

        

        
          EXHIBIT
            B-8

          
            

          

        

        
          
          

        

      

    

     

    EXHIBIT
      C

     

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

     

    NEITHER
      THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE PROPOSED
      TRANSFEREE DELIVERS TO THE SECURITIES ADMINISTRATOR A TRANSFER AFFIDAVIT IN
      ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.

     

    NEITHER
      THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED (I) TO A PERSON
      OTHER THAN A PERMITTED TRANSFEREE IN COMPLIANCE WITH SECTION 5.02(C) OF THE
      AGREEMENT OR (II) UNLESS THE TRANSFEREE DELIVERS TO THE SECURITIES
      ADMINISTRATOR A REPRESENTATION LETTER TO THE EFFECT THAT SUCH TRANSFEREE IS
      NOT
      AN EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
      SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
      OR A
      PLAN SUBJECT TO SECTION 4975 OF THE CODE OR A PLAN SUBJECT TO MATERIALLY
      SIMILAR PROVISIONS OF APPLICABLE FEDERAL, STATE OR LOCAL LAW (“SIMILAR
      LAW”)
      OR A
      PERSON INVESTING ON BEHALF OF OR WITH PLAN ASSETS OF SUCH A PLAN. IN THE EVENT
      THAT SUCH REPRESENTATION IS VIOLATED, OR ANY ATTEMPT IS MADE TO TRANSFER TO
      A
      PLAN OR ARRANGEMENT SUBJECT TO SECTION 406 OF ERISA, A PLAN SUBJECT TO
      SECTION 4975 OF THE CODE OR A PLAN SUBJECT TO SIMILAR LAW, OR A PERSON
      ACTING ON BEHALF OF ANY SUCH PLAN OR ARRANGEMENT OR USING THE ASSETS OF ANY
      SUCH
      PLAN OR ARRANGEMENT, SUCH ATTEMPTED TRANSFER OR ACQUISITION SHALL BE VOID AND
      OF
      NO EFFECT.]

     

    
      	
               

              Certificate
                No.

            	
               

              :

            	
               

              [R]

            
	
               

              Cut-off
                Date

            	
               

              :

            	
               

              [   
                ]

            
	
               

              First
                Distribution Date

            	
               

              :

            	
               

              [   
                ]

            
	
               

              Percentage
                Interest of this Certificate

            	
               

              :

            	
               

              [   ]

            
	
               

              CUSIP

            	
               

              :

            	
               

              [   
                ]

            
	
               

              ISN

            	
               

              :

            	
               

              [   
                ]

            


    

    
 

    
      
        
          
          

        

        
          EXHIBIT
            C-1

          
            

          

        

        
          
          

        

      

    

     

    STRUCTURED
      ASSET SECURITIES CORPORATION

     

    Structured
      Asset Securities Corporation Trust [   ]

    Mortgage
      Pass-Through Certificates, Series [   ]

     

    Class
      [R]

     

    evidencing
      a percentage interest in the distributions allocable to the Certificates of
      the
      above-referenced Class.

     

    Distributions
      in respect of this Certificate are distributable monthly as set forth herein.
      This Class [R] Certificate has no Certificate Balance and is not entitled
      to distributions in respect of principal or interest. This Certificate does
      not
      evidence an obligation of, or an interest in, and is not guaranteed by the
      Depositor, the Trustee or any other party to the Agreement referred to below
      or
      any of their respective affiliates. Neither this Certificate nor the Mortgage
      Loans are guaranteed or insured by any governmental agency or
      instrumentality.

     

    This
      certifies that [   ] is the registered owner of the Percentage
      Interest specified above of any monthly distributions due to the Class [R]
      Certificates pursuant to a Pooling and Servicing Agreement dated as of the
      Cut-off Date specified above (the “Agreement”)
      among
      Structured Asset Securities Corporation, as depositor (the “Depositor”),
      [             ]
      as servicer, [   ], as mortgage loan seller,
      [   ], as master servicer, (in such capacity, the “Master
      Servicer”)
      securities administrator (in such capacity, the “Securities
      Administrator”)
      and
      custodian and
      [             ],
      as trustee (the “Trustee”).
      To
      the extent not defined herein, the capitalized terms used herein have the
      meanings assigned in the Agreement. This Certificate is issued under and is
      subject to the terms, provisions and conditions of the Agreement, to which
      Agreement the Holder of this Certificate by virtue of the acceptance hereof
      assents and by which such Holder is bound.

     

    Any
      distribution of the proceeds of any remaining assets of the Trust will be made
      only upon presentment and surrender of this Class [R] Certificate at the
      offices designated by the Securities Administrator for such purpose, or such
      other location specified in the notice to Certificateholders.

     

    No
      transfer of a Class [R] Certificate shall be made unless the Securities
      Administrator shall have received a representation letter from the transferee
      of
      such Certificate, acceptable to and in form and substance satisfactory to the
      Securities Administrator, to the effect that such transferee is not an employee
      benefit plan or arrangement subject to Section 406 of ERISA, a plan or
      arrangement subject to Section 4975 of the Code or a plan subject to
      Similar Law, or a person acting on behalf of any such plan or arrangement nor
      using the assets of any such plan or arrangement to effect such transfer, which
      representation letter shall not be an expense of the Trustee, the Securities
      Administrator, the Depositor, the Master Servicer or the Trust Fund. In the
      event that such representation is violated, or any attempt is made to transfer
      to a plan or arrangement subject to Section 406 of ERISA or a plan subject
      to Section 4975 of the Code or a plan subject to Similar Law, or a person
      acting on behalf of any such plan or arrangement or using the assets of any
      such
      plan or arrangement, such attempted transfer or acquisition shall be void and
      of
      no effect.

    
 

    
      
        
          
          

        

        
          EXHIBIT
            C-2

          
            

          

        

        
          
          

        

      

    

     

    Each
      Holder of this Class [R] Certificate shall be deemed by the acceptance or
      acquisition an Ownership Interest in this Class [R] Certificate to have
      agreed to be bound by the following provisions, and the rights of each Person
      acquiring any Ownership Interest in this Class [R] Certificate are
      expressly subject to the following provisions: (i) each Person holding or
      acquiring any Ownership Interest in this Class [R] Certificate shall be a
      Permitted Transferee and shall promptly notify the Securities Administrator
      of
      any change or impending change in its status as a Permitted Transferee,
      (ii) no Ownership Interest in this Class [R] Certificate may be
      registered on the Closing Date or thereafter transferred, and the Securities
      Administrator shall not register the Transfer of this Certificate unless, in
      addition to the certificates required to be delivered to the Securities
      Administrator under Section 5.02(b) of the Agreement, the Securities
      Administrator shall have been furnished with a Transfer Affidavit of the initial
      owner or the proposed transferee in the form attached as Exhibit G to the
      Agreement, (iii) each Person holding or acquiring any Ownership Interest in
      this Class [R] Certificate shall agree (A) to obtain a Transfer
      Affidavit from any other Person to whom such Person attempts to Transfer its
      Ownership Interest this Class [R] Certificate, (B) to obtain a
      Transfer Affidavit from any Person for whom such Person is acting as nominee,
      trustee or agent in connection with any Transfer of this Class [R]
      Certificate, (C) not to cause income with respect to the Class [R]
      Certificate to be attributable to a foreign permanent establishment or fixed
      base, within the meaning of an applicable income tax treaty, of such Person
      or
      any other U.S. Person and (D) not to Transfer the Ownership Interest in
      this Class [R] Certificate or to cause the Transfer of the Ownership
      Interest in this Class [R] Certificate to any other Person if it has actual
      knowledge that such Person is a Non-Permitted Transferee and (iv) any
      attempted or purported Transfer of the Ownership Interest in this Class [R]
      Certificate in violation of the provisions herein shall be absolutely null
      and
      void and shall vest no rights in the purported Transferee.

     

    Reference
      is hereby made to the further provisions of this Certificate set forth on the
      reverse hereof, which further provisions shall for all purposes have the same
      effect as if set forth at this place.

     

    This
      Certificate shall not be entitled to any benefit under the Agreement or be
      valid
      for any purpose unless manually authenticated by an authorized signatory of
      the
      Securities Administrator.

     

    *        
       *         
       *

    


    
      
        
          
          

        

        
          EXHIBIT
            C-3

          
            

          

        

        
          
          

        

      

    

     

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

     

    
      
        	
                Dated:

              	 
	 	 
	 	
                [                                
                  ],

              
	 	
                not
                  in its individual capacity, but solely as

              
	 	
                Securities
                  Administrator

              
	 	 
	 	 
	 	
                By:
                  ____________________________________

              
	 	 
	
                Authenticated:

              	 
	 	 
	 	 
	
                By:
                  __________________________________

              	 
	
                Authorized
                  Signatory of

              	 
	
                [                      
                  ],

              	 
	
                not
                  in its individual capacity,

              	 
	
                but
                  solely as Securities Administrator

              	 


      

      
      



     

    
      
        
          
          

        

        
          EXHIBIT
            C-4

          
            

          

        

        
          
          

        

      

    

    


    STRUCTURED
      ASSET SECURITIES CORPORATION

     

    Structured
      Asset Securities Corporation Trust [   ]

    Mortgage
      Pass-Through Certificates

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Structured Asset Securities Corporation Trust [   ] Mortgage
      Pass-Through Certificates, of the Series specified on the face hereof (herein
      collectively called the “Certificates”),
      and
      representing a beneficial ownership interest in the Trust Fund created by the
      Agreement.

     

    The
      Certificateholder, by its acceptance of this Certificate, agrees that it will
      look solely
      to the
      funds on deposit in the Distribution Account or Supplemental Interest Trust
      Account for payment hereunder and that neither the Trustee nor the Securities
      Administrator is liable to the Certificateholders for any amount payable under
      this Certificate or the Agreement or, except as expressly provided in the
      Agreement, subject to any liability under the Agreement.

     

    This
      Certificate does not purport to summarize the Agreement and reference is made
      to
      the Agreement for the interests, rights and limitations of rights, benefits,
      obligations and duties evidenced thereby, and the rights, duties and immunities
      of the Trustee.

     

    Pursuant
      to the terms of the Agreement, a distribution will be made on the [  ]
      day of each month or, if such day is not a Business Day, the Business Day
      immediately following (the “Distribution
      Date”),
      commencing on the first Distribution Date specified on the face hereof, to
      the
      Person in whose name this Certificate is registered at the close of business
      on
      the applicable Record Date in an amount equal to the product of the Percentage
      Interest evidenced by this Certificate and the amount required to be distributed
      to Holders of Certificates of the class to which this Certificate belongs on
      such Distribution Date pursuant to the Agreement. The Record Date applicable
      to
      each Distribution Date is the last Business Day of the month next preceding
      the
      month of such Distribution Date.

     

    Distributions
      on this Certificate shall be made by wire transfer of immediately available
      funds to the account of the Holder hereof at a bank or other entity having
      appropriate facilities therefor, if such Certificateholder shall have so
      notified the Securities Administrator in writing at least [   ]
      Business Days prior to the related Record Date and such Certificateholder shall
      satisfy the conditions to receive such form of payment set forth in the
      Agreement, or, if not, by check mailed by first Class mail to the address of
      such Certificateholder appearing in the Certificate Register. The final
      distribution on each Certificate will be made in like manner, but only upon
      presentment and surrender of such Certificate at the offices designated by
      the
      Securities Administrator for such purpose, or such other location specified
      in
      the notice to Certificateholders of such final distribution.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Trustee and
      the rights of the Certificateholders under the Agreement at any time by the
      parties to the Agreement with the consent of the Holders of Certificates
      affected by such amendment evidencing the requisite Percentage Interest, as
      provided in the Agreement. Any such consent by the Holder of this Certificate
      shall be conclusive and binding on such Holder and upon all future Holders
      of
      this Certificate and of any Certificate issued upon the transfer hereof or
      in
      exchange therefor or in lieu hereof whether or not notation of such consent
      is
      made upon this Certificate. The Agreement also permits the amendment thereof,
      in
      certain limited circumstances, without the consent of the Holders of any of
      the
      Certificates.

    
 

    
      
        
          
          

        

        
          EXHIBIT
            C-5

          
            

          

        

        
          
          

        

      

    

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      of
      the Securities Administrator upon surrender of this Certificate for registration
      of transfer at the offices designated by the Securities Administrator for such
      purposes, accompanied by a written instrument of transfer in form satisfactory
      to the Securities Administrator duly executed by the holder hereof or such
      holder’s attorney duly authorized in writing, and thereupon one or more new
      Certificates of the same Class in authorized denominations and evidencing the
      same aggregate Percentage Interest in the Trust Fund will be issued to the
      designated transferee or transferees.

     

    The
      Certificates are issuable only as registered Certificates without coupons in
      denominations specified in the Agreement. As provided in the Agreement and
      subject to certain limitations therein set forth, Certificates are exchangeable
      for new Certificates of the same Class in authorized denominations and
      evidencing the same aggregate Percentage Interest, as requested by the Holder
      surrendering the same.

     

    No
      service charge will be made for any such registration of transfer or exchange,
      but the Securities Administrator may require payment of a sum sufficient to
      cover any tax or other governmental charge payable in connection
      therewith.

     

    The
      Trustee, the Depositor and the Securities Administrator and any agent of the
      Trustee, the Depositor or the Securities Administrator may treat the Person
      in
      whose name this Certificate is registered as the owner hereof for all purposes,
      and neither the Trustee, the Depositor, the Securities Administrator nor any
      such agent shall be affected by any notice to the contrary.

     

    The
      Master Servicer, upon the instruction of the Depositor, shall purchase the
      Mortgage Loans and therefore cause the termination of the Trust on the initial
      Optional Termination Date, which is the Distribution Date following the month
      in
      which the aggregate Stated Principal Balance of the Mortgage Loans as of the
      last day of the related Due Period is less than or equal to [  ]% of
      the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off
      Date; provided,
      however,
      the
      Master Servicer in its own right may exercise the option to purchase the
      Mortgage Loans and thereby cause the termination of the Trust on the
      Distribution Date following the month in which the aggregate Stated Principal
      Balance of the Mortgage Loans as of the last day of the related Due Period
      is
      less than or equal to [  ]% of the aggregate Stated Principal Balance
      of the Mortgage Loans as of the Cut-off Date, if the Depositor has not
      previously provided instructions to the Master Servicer to exercise such option
      on the Depositor’s behalf on such Distribution Date. 

     

    The
      obligations and responsibilities created by the Agreement will terminate as
      provided in Section 11.01 of the Agreement.

    


    
      
        
          
          

        

        
          EXHIBIT
            C-6

          
            

          

        

        
          
          

        

      

    

     

    Any
      term
      used herein that is defined in the Agreement shall have the meaning assigned
      in
      the Agreement, and nothing herein shall be deemed inconsistent with that
      meaning.

    


    


    
      
        
          
          

        

        
          EXHIBIT
            C-7

          
            

          

        

        
          
          

        

      

    

     

    ASSIGNMENT

     

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

      ___________________________________________________________________________________
        

      ___________________________________________________________________________________
        

      ___________________________________________________________________________________
        

      
        ___________________________________________________________________________________
          

      

       

      (Please
        print or typewrite name and address including postal zip code of assignee)
        

       

      the
        Percentage Interest evidenced by the within Certificate and hereby authorizes
        the transfer of registration of such Percentage Interest to assignee on the
        Certificate Register of the Trust Fund. 

       

      I
        (We)
        further direct the Securities Administrator to issue a new Certificate of
        a like
        denomination and Class, to the above named assignee and deliver such Certificate
        to the following address: 

      ___________________________________________________________________________________
        

       

      Dated:
        

       

       

      _______________________________________________
        

      Signature
        by or on behalf of assignor 

       

      DISTRIBUTION
        INSTRUCTIONS 

       

      The
        assignee should include the following for purposes of distribution:


       

       

      Distributions
        shall be made, by wire transfer or otherwise, in immediately available funds
        to
        _____________________________________________,
        ________________________________________________________________________________,
        for the account of
        __________________________________________________________________________________,
        account number __________, or, if mailed by check, to
        __________________________________________________. Applicable statements
        should
        be mailed to ___________________________________________________,
        _______________________________________________________________________________________
        

       

      This
        information is provided by ___________________________________, the assignee
        named above, or _____________________________, as its agent. 

       

    

    


    
      
        
          
          

        

        
          EXHIBIT
            C-8

          
            

          

        

        
          
          

        

      

    

     

    EXHIBIT
      D

     

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

     

    NEITHER
      THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE PROPOSED
      TRANSFEROR DELIVERS TO THE SECURITIES ADMINISTRATOR A TRANSFEROR LETTER IN
      THE
      FORM OF EXHIBIT H TO THE AGREEMENT REFERRED TO HEREIN AND EITHER
      (I) THE SECURITIES ADMINISTRATOR RECEIVES A RULE 144A LETTER IN THE FORM OF
      EXHIBIT I TO THE AGREEMENT REFERRED TO HEREIN OR (II) THE SECURITIES
      ADMINISTRATOR RECEIVES AN OPINION OF COUNSEL, DELIVERED AT THE EXPENSE OF THE
      TRANSFEROR, THAT SUCH TRANSFER MAY BE MADE WITHOUT REGISTRATION UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED.

     

    NEITHER
      THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
      TRANSFEREE DELIVERS TO THE SECURITIES ADMINISTRATOR EITHER A REPRESENTATION
      LETTER TO THE EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN
      SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
      AS AMENDED (“ERISA”),
      OR A
      PLAN SUBJECT TO SECTION 4975 OF THE CODE, OR A PLAN SUBJECT TO APPLICABLE
      FEDERAL, STATE OR LOCAL LAW (“SIMILAR
      LAW”)
      MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE OR A PERSON
      INVESTING ON BEHALF OF OR WITH PLAN ASSETS OF SUCH A PLAN, OR, IF SUCH
      CERTIFICATE HAS BEEN THE SUBJECT OF AN ERISA-QUALIFYING UNDERWRITING AND THE
      TRANSFEREE IS AN INSURANCE COMPANY, A REPRESENTATION LETTER THAT IT IS USING
      THE
      ASSETS OF ITS GENERAL ACCOUNT AND THAT THE PURCHASE AND HOLDING OF THIS
      CERTIFICATE ARE COVERED UNDER SECTIONS I AND III OF PROHIBITED TRANSACTION
      CLASS EXEMPTION 95-60 OR AN OPINION OF COUNSEL SATISFACTORY TO THE SECURITIES
      ADMINISTRATOR, TO THE EFFECT THAT THE PURCHASE OR HOLDING OF THIS CERTIFICATE
      WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION WITHIN
      THE
      MEANING OF ERISA, SECTION 4975 OF THE CODE OR SIMILAR LAW AND WILL NOT SUBJECT
      THE TRUSTEE, THE DEPOSITOR, THE SECURITIES ADMINISTRATOR, THE MASTER SERVICER
      OR
      THE SERVICER TO ANY OBLIGATION IN ADDITION TO THOSE EXPRESSLY UNDERTAKEN IN
      THE
      AGREEMENT OR TO ANY LIABILITY. NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY
      HEREIN, ANY PURPORTED TRANSFER OF THIS CERTIFICATE TO OR ON BEHALF OF AN
      EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I OF ERISA, SECTION 4975 OF THE CODE
      OR
      SIMILAR LAW WITHOUT THE REPRESENTATION LETTER OR OPINION OF COUNSEL SATISFACTORY
      TO THE SECURITIES ADMINISTRATOR AS DESCRIBED ABOVE SHALL BE VOID AND OF NO
      EFFECT.]

    
 

    
      
        
          
          

        

        
          EXHIBIT
            D-1

          
            

          

        

        
          
          

        

      

    

    


     

    
      	
               

              Certificate
                No.

            	
               

              :

            	
               

              [X]

            
	
               

              Cut-off
                Date

            	
               

              :

            	
               

              [                   ]

            
	
               

              First
                Distribution Date

            	
               

              :

            	
               

              [                   ]

            
	
               

              Percentage
                Interest of this Certificate

            	
               

              :

            	
               

              [___]%

            
	
               

              CUSIP

            	
               

              :

            	
               

              [   
                ]

            
	
               

              ISIN

            	
               

              :

            	
               

              [   
                ]

            


    

    
 

    
      
        
          
          

        

        
          EXHIBIT
            D-2

          
            

          

        

        
          
          

        

      

    

     

    STRUCTURED
      ASSET SECURITIES CORPORATION

     

    Structured
      Asset Securities Corporation Trust [   ]

    Mortgage
      Pass-Through Certificates, Series [   ]

     

    Class
      [X]

     

    evidencing
      a percentage interest in the distributions allocable to the Certificates of
      the
      above-referenced Class.

     

    Distributions
      in respect of this Certificate are distributable monthly as set forth herein.
      This Certificate does not evidence an obligation of, or an interest in, and
      is
      not guaranteed by the Depositor, the Trustee or any other party to the Agreement
      referred to below or any of their respective affiliates. Neither this
      Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
      agency or instrumentality.

     

    This
      certifies that [____________________] is the registered owner of the Percentage
      Interest evidenced by this Certificate (obtained by dividing the denomination
      of
      this Certificate by the aggregate of the denominations of all Certificates
      of
      the Class to which this Certificate belongs) in certain monthly distributions
      pursuant to a Pooling and Servicing Agreement dated as of the Cut-off Date
      specified above (the “Agreement”)
      among
      Structured Asset Securities Corporation, as depositor (the “Depositor”),
      [             ],
      as servicer,
      [                 ],
      as mortgage loan seller,
      [             ],
      as master servicer, (in such capacity, the “Master
      Servicer”)
      securities administrator (in such capacity, the “Securities
      Administrator”)
      and
      custodian and
      [                     ],
      as trustee (the “Trustee”).
      To
      the extent not defined herein, the capitalized terms used herein have the
      meanings assigned in the Agreement. This Certificate is issued under and is
      subject to the terms, provisions and conditions of the Agreement, to which
      Agreement the Holder of this Certificate by virtue of the acceptance hereof
      assents and by which such Holder is bound.

     

    This
      Certificate does not have a Certificate Balance or an Interest Rate and will
      be
      entitled to distributions only to the extent set forth in the Agreement. In
      addition, any distribution of the proceeds of any remaining assets of the Trust
      will be made only upon presentment and surrender of this Certificate at the
      offices designated by the Securities Administrator for such purpose, or such
      other location specified in the notice to Certificateholders.

     

    No
      transfer of a Certificate of this Class shall be made unless such disposition
      is
      exempt from the registration requirements of the Securities Act of 1933, as
      amended (the “1933 Act”),
      and
      any applicable state securities laws or is made in accordance with the 1933
      Act
      and such laws. In the event of any such transfer, the Securities Administrator
      shall require the transferor to execute a transferor certificate (in
      substantially the form attached to the Agreement) and deliver either (i) a
      Rule 144A Letter, in either case substantially in the form attached to the
      Agreement, or (ii) a written Opinion of Counsel to the Securities
      Administrator that such transfer may be made pursuant to an exemption,
      describing the applicable exemption and the basis therefor, from the 1933 Act
      or
      is being made pursuant to the 1933 Act, which Opinion of Counsel shall be an
      expense of the transferor.

    
 

    
      
        
          
          

        

        
          EXHIBIT
            D-3

          
            

          

        

        
          
          

        

      

    

     

    No
      transfer of a Certificate of this Class shall be made unless the Securities
      Administrator shall have received either (i) a representation letter from
      the transferee of such Certificate, acceptable to and in form and substance
      satisfactory to the Securities Administrator, to the effect that such transferee
      is not an employee benefit plan subject to Section 406 of ERISA or
      Section 4975 of the Code or any materially similar provisions of applicable
      Federal, state or local law (“Similar
      Law”)
      or a
      person acting on behalf of or investing plan assets of any such plan, which
      representation letter shall not be an expense of the Securities Administrator,
      or (ii) if such Certificate has been the subject of an ERISA-Qualifying
      Underwriting and the transferee is an insurance company, a representation letter
      that it is purchasing such Certificates with the assets of its general account
      and that the purchase and holding of such Certificates are covered under
      Sections I and III of PTCE 95-60, or (iii) in the case of a Certificate
      presented for registration in the name of an employee benefit plan subject
      to
      ERISA, or a plan or arrangement subject to Section 4975 of the Code (or
      comparable provisions of any subsequent enactments) or a plan subject to Similar
      Law, or a trustee of any such plan or any other person acting on behalf of
      any
      such plan or arrangement or using such plan’s or arrangement’s assets, an
      Opinion of Counsel satisfactory to the Securities Administrator, which Opinion
      of Counsel shall not be an expense of the Trustee, the Servicer, the Securities
      Administrator or the Trust Fund, addressed to the Securities Administrator,
      to
      the effect that the purchase or holding of such Certificate will not constitute
      or result in a non-exempt prohibited transaction within the meaning of ERISA,
      Section 4975 of the Code or any Similar Law and will not subject the
      Depositor, the Securities Administrator or the Servicer to any obligation in
      addition to those expressly undertaken in the Agreement or to any
      liability.

     

    Reference
      is hereby made to the further provisions of this Certificate set forth on the
      reverse hereof, which further provisions shall for all purposes have the same
      effect as if set forth at this place.

     

    This
      Certificate shall not be entitled to any benefit under the Agreement or be
      valid
      for any purpose unless manually authenticated by an authorized signatory of
      the
      Securities Administrator.

     

    *         
      *        
      *

    


    
      
        
          
          

        

        
          EXHIBIT
            D-4

          
            

          

        

        
          
          

        

      

    

    


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

     

    
      
        	
                Dated:

              	 
	 	 
	 	
                [                        
                  ],

              
	 	
                not
                  in its individual capacity, but solely as

              
	 	
                Securities
                  Administrator

              
	 	 
	 	 
	 	
                By:
                  ____________________________________

              
	 	 
	
                Authenticated:

              	 
	 	 
	 	 
	
                By:
                  __________________________________

              	 
	
                Authorized
                  Signatory of

              	 
	
                [                    
                  ],

              	 
	
                not
                  in its individual capacity,

              	 
	
                but
                  solely as Securities Administrator

              	 


      



    
      
        
          
          

        

        
          EXHIBIT
            D-5

          
            

          

        

        
          
          

        

      

    

    


    STRUCTURED
      ASSET SECURITIES CORPORATION

     

    Structured
      Asset Securities Corporation Trust [   ]

    Mortgage
      Pass-Through Certificates

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Structured Asset Securities Corporation Trust [   ] Mortgage
      Pass-Through Certificates, of the Series specified on the face hereof (herein
      collectively called the “Certificates”),
      and
      representing a beneficial ownership interest in the Trust Fund created by the
      Agreement.

     

    The
      Certificateholder, by its acceptance of this Certificate, agrees that it will
      look solely
      to the
      funds on deposit in the Distribution Account or Supplemental Interest Trust
      Account for payment hereunder and that neither the Trustee nor the Securities
      Administrator is liable to the Certificateholders for any amount payable under
      this Certificate or the Agreement or, except as expressly provided in the
      Agreement, subject to any liability under the Agreement.

     

    This
      Certificate does not purport to summarize the Agreement and reference is made
      to
      the Agreement for the interests, rights and limitations of rights, benefits,
      obligations and duties evidenced thereby, and the rights, duties and immunities
      of the Trustee.

     

    Pursuant
      to the terms of the Agreement, a distribution will be made on the
      [   ] day of each month or, if such [   ] day is
      not a Business Day, the Business Day immediately following (the “Distribution
      Date”),
      commencing on the first Distribution Date specified on the face hereof, to
      the
      Person in whose name this Certificate is registered at the close of business
      on
      the applicable Record Date in an amount equal to the product of the Percentage
      Interest evidenced by this Certificate and the amount required to be distributed
      to Holders of Certificates of the class to which this Certificate belongs on
      such Distribution Date pursuant to the Agreement. The Record Date applicable
      to
      each Distribution Date is the last Business Day of the month next preceding
      the
      month of such Distribution Date.

     

    Distributions
      on this Certificate shall be made by wire transfer of immediately available
      funds to the account of the Holder hereof at a bank or other entity having
      appropriate facilities therefor, if such Certificateholder shall have so
      notified the Securities Administrator in writing at least five Business Days
      prior to the related Record Date and such Certificateholder shall satisfy the
      conditions to receive such form of payment set forth in the Agreement, or,
      if
      not, by check mailed by first Class mail to the address of such
      Certificateholder appearing in the Certificate Register. The final distribution
      on each Certificate will be made in like manner, but only upon presentment
      and
      surrender of such Certificate at the offices designated by the Securities
      Administrator for such purposes or such other location specified in the notice
      to Certificateholders of such final distribution.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Trustee and
      the rights of the Certificateholders under the Agreement at any time by the
      parties to the Agreement with the consent of the Holders of Certificates
      affected by such amendment evidencing the requisite Percentage Interest, as
      provided in the Agreement. Any such consent by the Holder of this Certificate
      shall be conclusive and binding on such Holder and upon all future Holders
      of
      this Certificate and of any Certificate issued upon the transfer hereof or
      in
      exchange therefor or in lieu hereof whether or not notation of such consent
      is
      made upon this Certificate. The Agreement also permits the amendment thereof,
      in
      certain limited circumstances, without the consent of the Holders of any of
      the
      Certificates.

    


    
      
        
          
          

        

        
          EXHIBIT
            D-6

          
            

          

        

        
          
          

        

      

    

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      of
      the Securities Administrator upon surrender of this Certificate for registration
      of transfer at the offices designated by the Securities Administrator for such
      purposes, accompanied by a written instrument of transfer in form satisfactory
      to the Securities Administrator duly executed by the holder hereof or such
      holder’s attorney duly authorized in writing, and thereupon one or more new
      Certificates of the same Class in authorized denominations and evidencing the
      same aggregate Percentage Interest in the Trust Fund will be issued to the
      designated transferee or transferees.

     

    The
      Certificates are issuable only as registered Certificates without coupons in
      denominations specified in the Agreement. As provided in the Agreement and
      subject to certain limitations therein set forth, Certificates are exchangeable
      for new Certificates of the same Class in authorized denominations and
      evidencing the same aggregate Percentage Interest, as requested by the Holder
      surrendering the same.

     

    No
      service charge will be made for any such registration of transfer or exchange,
      but the Securities Administrator may require payment of a sum sufficient to
      cover any tax or other governmental charge payable in connection
      therewith.

     

    The
      Trustee, the Depositor and the Securities Administrator and any agent of the
      Trustee, the Depositor or the Securities Administrator may treat the Person
      in
      whose name this Certificate is registered as the owner hereof for all purposes,
      and neither the Trustee, the Depositor, the Securities Administrator nor any
      such agent shall be affected by any notice to the contrary.

     

    The
      Master Servicer, upon the instruction of the Depositor, shall purchase the
      Mortgage Loans and therefore cause the termination of the Trust on the initial
      Optional Termination Date, which is the Distribution Date following the month
      in
      which the aggregate Stated Principal Balance of the Mortgage Loans as of the
      last day of the related Due Period is less than or equal to
      [   ]% of the aggregate Stated Principal Balance of the Mortgage
      Loans as of the Cut-off Date; provided,
      however,
      the
      Master Servicer in its own right may exercise the option to purchase the
      Mortgage Loans and thereby cause the termination of the Trust on the
      Distribution Date following the month in which the aggregate Stated Principal
      Balance of the Mortgage Loans as of the last day of the related Due Period
      is
      less than or equal to [   ]% of the aggregate Stated Principal
      Balance of the Mortgage Loans as of the Cut-off Date, if the Depositor has
      not
      previously provided instructions to the Master Servicer to exercise such option
      on the Depositor’s behalf on such Distribution Date. 

     

    The
      obligations and responsibilities created by the Agreement will terminate as
      provided in Section 11.01 of the Agreement.

    


    
      
        
          
          

        

        
          EXHIBIT
            D-7

          
            

          

        

        
          
          

        

      

    

     

    Any
      term
      used herein that is defined in the Agreement shall have the meaning assigned
      in
      the Agreement, and nothing herein shall be deemed inconsistent with that
      meaning

    


    
      
        
          
          

        

        
          EXHIBIT
            D-8

          
            

          

        

        
          
          

        

      

    

    


    ASSIGNMENT

    
       

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

      ___________________________________________________________________________________
        

      ___________________________________________________________________________________
        

      ___________________________________________________________________________________
        

      ___________________________________________________________________________________
        

       

      (Please
        print or typewrite name and address including postal zip code of assignee)
        

       

      the
        Percentage Interest evidenced by the within Certificate and hereby authorizes
        the transfer of registration of such Percentage Interest to assignee on the
        Certificate Register of the Trust Fund. 

       

      I
        (We)
        further direct the Securities Administrator to issue a new Certificate of
        a like
        denomination and Class, to the above named assignee and deliver such Certificate
        to the following address: 

      ___________________________________________________________________________________
        

       

       

      Dated:
        

       

      _______________________________________________
        

      Signature
        by or on behalf of assignor 

       

       

      DISTRIBUTION
        INSTRUCTIONS 

       

      The
        assignee should include the following for purposes of distribution:


       

      Distributions
        shall be made, by wire transfer or otherwise, in immediately available funds
        to
        _____________________________________________,
        ________________________________________________________________________________,
        for the account of
        __________________________________________________________________________________,
        account number __________, or, if mailed by check, to
        __________________________________________________. Applicable statements
        should
        be mailed to ___________________________________________________,
        _______________________________________________________________________________________
        

       

      This
        information is provided by ___________________________________, the assignee
        named above, or _____________________________, as its agent. 

       

    

    
      
        
          
          

        

        
          EXHIBIT
            D-9

          
            

          

        

        
          
          

        

      

    

     

     

    EXHIBIT
      E

     

    FORM
      OF
      INITIAL CERTIFICATION OF CUSTODIAN

     

    [date]

    

      
        	
                Structured
                  Asset Securities Corporation

                745
                  Seventh Avenue, 7th Floor

                New
                  York, New York 10019

                 

              
	
                [Master
                  Servicer] [Securities Administrator]

                 

              
	
                [Trustee]

              


      

    

     

    
      	 	
              Re:

            	
              [               ],
                Series
                [             ]

            


    

     

    Ladies
      and Gentlemen:

     

    In
      accordance with Section 2.02 of the Pooling and Servicing Agreement (the
“Pooling
      and Servicing Agreement”)
      dated
      as of [   ], 20[  ] among Structured Asset Securities
      Corporation, as depositor, [   ], as servicer,
      [             ],
      as mortgage loan seller, [   ], as master servicer, securities
      administrator and custodian, and [   ], as trustee,, for each
      Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage
      Loan
      listed in the attached schedule), it has received:

     

    (i) the
      original Credit Line Agreement, endorsed as provided in the following form:
“Pay
      to the order of ________, without recourse”; and

     

    (ii) a
      duly
      executed assignment of the Mortgage (which may be included in a blanket
      assignment or assignments).

     

    Based
      on
      its review and examination and only as to the foregoing documents, such
      documents appear regular on their face and related to such Mortgage
      Loan.

     

    The
      Custodian has made no independent examination of any documents contained in
      each
      Mortgage File beyond the review specifically required in the Pooling and
      Servicing Agreement. The Custodian makes no representations as to: (i) the
      validity, legality, sufficiency, enforceability or genuineness of any of the
      documents contained in each Mortgage File of any of the Mortgage Loans
      identified on the Mortgage Loan Schedule, or (ii) the collectability,
      insurability, effectiveness or suitability of any such Mortgage
      Loan.

     

    Capitalized
      words and phrases used herein shall have the respective meanings assigned to
      them in the Pooling and Servicing Agreement.

    


    
      
        
          
          

        

        
          EXHIBIT
            E-1

          
            

          

        

        
          
          

        

      

    

     

     

    
      	 	 	 
	 	
              [             
                 ], as Custodian

            
	 
 	 
 	 
 
	 	By:  	______________________________________________________
	 	Name:
              _________________________________________________
	 	Title: __________________________________________________


    

     

    


    
      
        
          
          

        

        
          EXHIBIT
            E-2

          
            

          

        

        
          
          

        

      

    

    
EXHIBIT
      F

     

    FORM
      OF
      DOCUMENT CERTIFICATION

    AND
      EXCEPTION REPORT OF CUSTODIAN

     

    ______,
      20___

     

    
      	
              Structured
                Asset Securities Corporation

              745
                Seventh Avenue, 7th Floor

              New
                York, New York 10019

            	
              [Trustee]

            
	 	 
	
              [Master
                Servicer] [Securities Administrator]

            	 
	 	 
	
              [Servicer]

            	 
	 	 
	
              [Mortgage
                Loan Seller]

            	 


    

     

    
      	 	
              Re:

            	
              [                    ],
                Series
                [               ]

            


    

     

    Ladies
      and Gentlemen:

     

    In
      accordance with Section 2.02 of the Pooling and Servicing Agreement (the
“Pooling
      and Servicing Agreement”)
      dated
      as of [   ], 20[  ] among Structured Asset Securities
      Corporation, as depositor, [   ], as servicer,
      [             ],
      as mortgage loan seller,
      [             ],
      as master servicer, securities administrator and custodian, and
      [   ], as trustee, the undersigned, as Custodian, hereby
      certifies that as to each Mortgage Loan listed in the Mortgage Loan Schedule
      (other than any Mortgage Loan paid in full or listed on the attached Document
      Exception Report) it has received:

     

    (i) The
      original Credit Line Agreement, endorsed in the form provided in
      Section 2.01 of the Pooling and Servicing Agreement, with all intervening
      endorsements showing a complete chain of endorsement from the originator to
      the
      last endorsee.

     

    (ii) The
      original recorded Mortgage.

     

    (iii) A
      duly
      executed assignment of the Mortgage in the form provided in Section 2.01 of
      the Pooling and Servicing Agreement; or, if the Mortgage Loan Seller has
      certified or the Custodian otherwise knows that the related Mortgage has not
      been returned from the applicable recording office, a copy of the assignment
      of
      the Mortgage (excluding information to be provided by the recording
      office).

     

    (iv) The
      original or duplicate original recorded assignment or assignments of the
      Mortgage showing a complete chain of assignment from the originator to the
      last
      endorsee.

     

    (v) The
      original or duplicate original lender’s title policy and all riders thereto or,
      any one of an original title binder, an original preliminary title report or
      an
      original title commitment, or a copy thereof certified by the title
      company.

    


    
      
        
          
          

        

        
          EXHIBIT
            F-1

          
            

          

        

        
          
          

        

      

    

     

    Based
      on
      its review and examination and only as to the foregoing documents, (a) such
      documents appear regular on their face and related to such Mortgage Loan, and
      (b) the information set forth in items (1), (2), (3), (15), (18) and
      (22) of the Data Tape Information accurately reflects information set forth
      in
      the Custodial File.

     

    The
      Custodian has made no independent examination of any documents contained in
      each
      Mortgage File beyond the review of the Custodial File specifically required
      in
      the Pooling and Servicing Agreement. The Custodian makes no representation
      as
      to: (i) the validity, legality, sufficiency, enforceability or genuineness
      of any of the documents contained in each Mortgage File of any of the Mortgage
      Loans identified on the Mortgage Loan Schedule, or (ii) the collectability,
      insurability, effectiveness or suitability of any such Mortgage Loan.
      Notwithstanding anything herein to the contrary, the Custodian has made no
      determination and makes no representations as to whether (i) any
      endorsement is sufficient to transfer all right, title and interest of the
      party
      so endorsing, as noteholder or assignee thereof, in and to that Credit Line
      Agreement or (ii) any assignment is in recordable form or sufficient to
      effect the assignment of and transfer to the assignee thereof, under the
      Mortgage to which the assignment relates.

     

    Capitalized
      words and phrases used herein shall have the respective meanings assigned to
      them in the Pooling and Servicing Agreement.

     

    
      
        	 	 	 
	 	
                [                         
                  ], as Custodian

              
	 	 	 
	 	
                By:
                  

              	
                ______________________________________________________

              
	 	 	
                Name:
                  _________________________________________________

              
	 	 	
                Title:
                  __________________________________________________

              


      

       

       

    

    
      
        
          
          

        

        
          EXHIBIT
            F-2

          
            

          

        

        
          
          

        

      

    

     

    EXHIBIT
      G

     

    FORM
      OF
      RESIDUAL TRANSFER AFFIDAVIT

     

    Structured
      Asset Securities Corporation Trust [   ]

    Mortgage
      Pass-Through Certificates, Series [   ]

     

    

      
        	
                STATE
                  OF

              	
                )

              	 
	 	
                )       
                  ss.:

              	
                 

              
	
                COUNTY
                  OF

              	
                )

              	 


      

    

     

    The
      undersigned, being first duly sworn, deposes and says as follows:

     

    1. The
      undersigned is an officer of ___________________, the proposed Transferee of
      an
      Ownership Interest in a Class R Certificate (the “Certificate”)
      issued
      pursuant to the Pooling and Servicing Agreement (the “Agreement”),
      relating to the above-referenced Series, dated as of [   ],
      20[  ] among Structured Asset Securities Corporation, as depositor,
      [             ],
      as servicer, [   ], as mortgage loan seller,
      [   ], as master servicer, securities administrator and
      custodian, and [   ], as trustee. Capitalized terms used, but not
      defined herein, shall have the meanings ascribed to such terms in the Agreement.
      The Transferee has authorized the undersigned to make this affidavit on behalf
      of the Transferee for the benefit of the Depositor, the Securities Administrator
      and the Trustee.

     

    2. The
      Transferee is, as of the date hereof, and will be, as of the date of the
      Transfer, a Permitted Transferee. The Transferee is acquiring its Ownership
      Interest in the Certificate for its own account. The Transferee has no knowledge
      that any such affidavit is false.

     

    3. The
      Transferee has been advised of, and understands that (i) a tax will be
      imposed on Transfers of the Certificate to Persons that are Non-Permitted
      Transferees; (ii) such tax will be imposed on the transferor, or, if such
      Transfer is through an agent (which includes a broker, nominee or middleman)
      for
      a Person that is a Non-Permitted Transferee, on the agent; and (iii) the
      Person otherwise liable for the tax shall be relieved of liability for the
      tax
      if the subsequent Transferee furnished to such Person an affidavit that such
      subsequent Transferee is a Permitted Transferee and, at the time of Transfer,
      such Person does not have actual knowledge that the affidavit is
      false.

     

    4. The
      Transferee has been advised of, and understands that a tax will be imposed
      on a
“pass-through entity” holding the Certificate if at any time during the taxable
      year of the pass-through entity a Person that is a Non-Permitted Transferee
      is
      the record holder of an interest in such entity. The Transferee understands
      that
      such tax will not be imposed for any period with respect to which the record
      holder furnishes to the pass-through entity an affidavit that such record holder
      is a Permitted Transferee and the pass-through entity does not have actual
      knowledge that such affidavit is false. (For this purpose, a “pass-through
      entity” includes a regulated investment company, a real estate investment trust
      or common trust fund, a partnership, trust or estate, and certain cooperatives
      and, except as may be provided in Treasury Regulations, persons holding
      interests in pass-through entities as a nominee for another
      Person.)

    


    
      
        
          
          

        

        
          EXHIBIT
            G-1

          
            

          

        

        
          
          

        

      

    

     

    5. The
      Transferee has reviewed the provisions of Section 5.02(c) of the Agreement
      and understands the legal consequences of the acquisition of an Ownership
      Interest in the Certificate including, without limitation, the restrictions
      on
      subsequent Transfers and the provisions regarding voiding the Transfer and
      mandatory sales. The Transferee expressly agrees to be bound by and to abide
      by
      the provisions of Section 5.02(c) of the Agreement and the restrictions
      noted on the face of the Certificate. The Transferee understands and agrees
      that
      any breach of any of the representations included herein shall render the
      Transfer to the Transferee contemplated hereby null and void.

     

    6. The
      Transferee agrees to require a Transfer Affidavit from any Person to whom the
      Transferee attempts to Transfer its Ownership Interest in the Certificate,
      and
      in connection with any Transfer by a Person for whom the Transferee is acting
      as
      nominee, trustee or agent, and the Transferee will not Transfer its Ownership
      Interest or cause any Ownership Interest to be Transferred to any Person that
      the Transferee knows is a Non-Permitted Transferee. In connection with any
      such
      Transfer by the Transferee, the Transferee agrees to deliver to the Securities
      Administrator a certificate substantially in the form set forth as
      Exhibit H to the Agreement (a “Transferor
      Certificate”)
      to the
      effect that, among other things, such Transferee has no actual knowledge that
      the Person to which the Transfer is to be made is a Non-Permitted
      Transferee.

     

    7. The
      Transferee does not have the intention to impede the assessment or collection
      of
      any tax legally required to be paid with respect to the Certificate. The
      Transferee has historically paid its debts as they have come due and intends
      to
      pay its debts as they come due in the future. The Transferee intends to pay
      all
      taxes due with respect to the Certificate as they become due.

     

    8. The
      Transferee’s taxpayer identification number is __________.

     

    9. The
      Transferee is not a Disqualified Non-U.S. Person as defined in the
      Agreement.

     

    10. The
      Transferee is aware that the Certificate may be a “noneconomic residual
      interest” within the meaning of proposed Treasury regulations promulgated
      pursuant to the Code and that the transferor of a noneconomic residual interest
      will remain liable for any taxes due with respect to the income on such residual
      interest, unless no significant purpose of the transfer was to impede the
      assessment or collection of tax.

     

    11. The
      Transferee will not cause income from the Residual Certificate to be
      attributable to a foreign permanent establishment or fixed base, within the
      meaning of an applicable income tax treaty, of the Transferee or any other
      U.S.
      Person.

     

    12. Check
      the
      applicable paragraph:

     

     ̈ The
      present value of the anticipated tax liabilities associated with holding the
      Certificate, as applicable, does not exceed the sum of:

    


    
      
        
          
          

        

        
          EXHIBIT
            G-2

          
            

          

        

        
          
          

        

      

    

     

    (i) the
      present value of any consideration given to the Transferee to acquire such
      Certificate;

     

    (ii) the
      present value of the expected future distributions on such Certificate;
      and

     

    (iii) the
      present value of the anticipated tax savings associated with holding such
      Certificate as the related REMIC generates losses.

     

    For
      purposes of this calculation, (i) the Transferee is assumed to pay tax at
      the highest rate currently specified in Section 11(b) of the Code (but the
      tax rate in Section 55(b)(1)(B) of the Code may be used in lieu of the highest
      rate specified in Section 11(b) of the Code if the Transferee has been
      subject to the alternative minimum tax under Section 55 of the Code in the
      preceding two years and will compute its taxable income in the current taxable
      year using the alternative minimum tax rate) and (ii) present values are
      computed using a discount rate equal to the short-term Federal rate prescribed
      by Section 1274(d) of the Code for the month of the transfer and the
      compounding period used by the Transferee.

     

     ̈ The
      transfer of the Certificate complies with U.S. Treasury Regulations Sections
      1.860E-1(c)(5) and (6) and, accordingly,

     

    (i) the
      Transferee is an “eligible corporation,” as defined in U.S. Treasury Regulations
      Section 1.860E-1(c)(6)(i), as to which income from the Certificate will only
      be
      taxed in the United States;

     

    (ii) at
      the
      time of the transfer, and at the close of the Transferee’s two fiscal years
      preceding the year of the transfer, the Transferee had gross assets for
      financial reporting purposes (excluding any obligation of a person related
      to
      the Transferee within the meaning of U.S. Treasury Regulations Section
      1.860E-1(c)(6)(ii)) in excess of $100 million and net assets in excess of
      $10 million;

     

    (iii) the
      Transferee will transfer the Certificate only to another “eligible corporation,”
as defined in U.S. Treasury Regulations Section 1.860E-1(c)(6)(i), in a
      transaction that satisfies the requirements of Sections 1.860E-1(c)(4)(i),
      (ii)
      and (iii) and Section 1.860E-1(c)(5) of the U.S. Treasury Regulations;
      and

     

    (iv) the
      Transferee determined the consideration paid to it to acquire the Certificate
      based on reasonable market assumptions (including, but not limited to, borrowing
      and investment rates, prepayment and loss assumptions, expense and reinvestment
      assumptions, tax rates and other factors specific to the Transferee) that it
      has
      determined in good faith.

     

     ̈ None
      of
      the above.

     

    13. The
      Transferee is not an employee benefit plan that is subject to Title I of
      ERISA or a plan that is subject to Section 4975 of the Code or a plan
      subject to any Federal, state or local law that is substantially similar to
      Title I of ERISA or Section 4975 of the Code, and the Transferee is
      not acting on behalf of or investing plan assets of such a plan.

    


    
      
        
          
          

        

        
          EXHIBIT
            G-3

          
            

          

        

        
          
          

        

      

    

     

    *        
       *        
       *

     

    IN
      WITNESS WHEREOF, the Transferee has caused this instrument to be executed on
      its
      behalf, pursuant to authority of its Board of Directors, by its duly authorized
      officer and its corporate seal to be hereunto affixed, duly attested, this
      ___
      day of _______, 20__.

     

    
      	 	 	 
	 	___________________________________________________

              Print
                Name of Transferee

            
	 
 	 
 	 
 
	 	By:  	
              _______________________________________________

            
	 	
              Name:
                __________________________________________

            
	 	Title:
              ___________________________________________


    

     

    [Corporate
      Seal]

     

    ATTEST:

     

     

    __________________________________________

    [Assistant]
      Secretary

     

    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 Transferee, and acknowledged that he executed the same as his free act
      and
      deed and the free act and deed of the Transferee.

     

    Subscribed
      and sworn before me this ___ day of _______, 20__.

     

    
      	 	 	 
	 	
              ___________________________________________________


              NOTARY
                PUBLIC

            
	 
 	 
 	 
 
	 	 	
              
                My
                  Commission expires the __ day

              

            
	 	
              
                of
                  _________, 20__

              

            


    

     

     

    
      
        
          
          

        

        
          EXHIBIT
            G-4

          
            

          

        

        
          
          

        

      

    

     

    EXHIBIT
      H

     

    FORM
      OF
      TRANSFEROR CERTIFICATE

     

    __________,
      20__

    Structured
      Asset Securities Corporation

    745
      Seventh Avenue, 7th Floor

    New
      York,
      New York 10019

    Attention:
      Mortgage Finance

     

    [Securities
      Administrator] 

     

    Re:         
      Structured
      Asset Securities Corporation Trust [   ] Mortgage Pass-Through
      Certificates, Series [   ], Class [__] 

     

    Ladies
      and Gentlemen:

     

    In
      connection with our disposition of the above Certificates we certify that
      (a) we understand that the Certificates have not been registered under the
      Securities Act of 1933, as amended (the “Act”),
      and
      are being disposed by us in a transaction that is exempt from the registration
      requirements of the Act, (b) we have not offered or sold any Certificates
      to, or solicited offers to buy any Certificates from, any person, or otherwise
      approached or negotiated with any person with respect thereto, in a manner
      that
      would be deemed, or taken any other action which would result in, a violation
      of
      Section 5 of the Act and (c) to the extent we are disposing of a
      Residual Certificate, (i) we have no knowledge the Transferee is a
      Non-Permitted Transferee, (ii) after conducting a reasonable investigation
      of the financial condition of the Transferee, we have no knowledge and no reason
      to believe that the Transferee will not pay all taxes with respect to the
      Residual Certificates as they become due and (iii) we have no reason to
      believe that the statements made in paragraphs 7, 10 and 11 of the
      Transferee’s Residual Transfer Affidavit are false.

    


    
      
        
          
          

        

        
          EXHIBIT
            H-1

          
            

          

        

        
          
          

        

      

    

    

      
        	 	 	 
	 	
                Very
                  truly yours,

              
	 
 	 
 	 
 
	 	  	_______________________________________________

                Print
                  Name of Transferor

              
	 	
              
	 	
                 

                By:
                  ____________________________________________

                Authorized
                  Officer

              


      



     

    
      
        
          
          

        

        
          EXHIBIT
            H-2

          
            

          

        

        
          
          

        

      

    

     

    EXHIBIT
      I

     

    FORM
      OF
      RULE 144A LETTER

     

    ____________,
      20__

    Structured
      Asset Securities Corporation

    745
      Seventh Avenue, 7th Floor

    New
      York,
      New York 10019

    Attention:
      Mortgage Finance

     

    [Securities
      Administrator]

     

    
      	 	
              Re:

            	
              Structured
                Asset Securities Corporation Trust [   ]
                

            


    

    Mortgage
      Pass-Through Certificates, Series [   ], Class [__] 

     

    Ladies
      and Gentlemen:

     

    In
      connection with our acquisition of the above Certificates we certify that
      (a) we understand that the Certificates are not being registered under the
      Securities Act of 1933, as amended (the “Act”),
      or
      any state securities laws and are being transferred to us in a transaction
      that
      is exempt from the registration requirements of the Act and any such laws,
      (b) we have such knowledge and experience in financial and business matters
      that we are capable of evaluating the merits and risks of investments in the
      Certificates, (c) we have had the opportunity to ask questions of and
      receive answers from the Depositor concerning the purchase of the Certificates
      and all matters relating thereto or any additional information deemed necessary
      to our decision to purchase the Certificates, (d) either we are purchasing
      a Class [  ] or Class [  ] Certificate or we are not an
      employee benefit plan that is subject to Title I of the Employee Retirement
      Income Security Act of 1974, as amended (“ERISA”),
      or a
      plan or arrangement that is subject to Section 4975 of the Internal Revenue
      Code of 1986, as amended, or a plan subject to materially similar provisions
      of
      applicable federal, state or local law, nor are we acting on behalf of any
      such
      plan or arrangement nor using the assets of any such plan or arrangement to
      effect such acquisition or, with respect Class [X] Certificate, such
      Certificate has been the subject of an ERISA-Qualifying Underwriting and the
      purchaser is an insurance company that is purchasing this certificate with
      funds
      contained in an “insurance company general account” (as such term is defined in
      Section V(e) of Prohibited Transaction Class Exemption (“PTCE”)
      95-60)
      and that the purchase and holding of such Certificates are covered under
      Sections I and III of PTCE 95-60, (e)  in the case of an
      ERISA-Restricted Swap Certificate, either (i) we are not an employee benefit
      plan that is subject to Title I of ERISA, or a plan or arrangement that is
      subject to Section 4975 of the Internal Revenue Code of 1986, as amended,
      nor a person acting on behalf of any such plan, nor are we using the assets
      of
      any such plan to effect such transfer or (ii) our acquisition and holding of
      the
      ERISA-Restricted Swap Certificate is eligible for exemptive relief under PTCE
      84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60 or PTCE 96-23, (f) we have not, nor
      has
      anyone acting on our behalf offered, transferred, pledged, sold or otherwise
      disposed of the Certificates, any interest in the Certificates or any other
      similar security to, or solicited any offer to buy or accept a transfer, pledge
      or other disposition of the Certificates, any interest in the Certificates
      or
      any other similar security from, or otherwise approached or negotiated with
      respect to the Certificates, any interest in the Certificates or any other
      similar security with, any person in any manner, or made any general
      solicitation by means of general advertising or in any other manner, or taken
      any other action, that would constitute a distribution of the Certificates
      under
      the Securities Act or that would render the disposition of the Certificates
      a
      violation of Section 5 of the Securities Act or require registration
      pursuant thereto, nor will act, nor has authorized or will authorize any person
      to act, in such manner with respect to the Certificates, and (g) we are a
“qualified institutional buyer” as that term is defined in Rule 144A under
      the Securities Act and have completed either of the forms of certification
      to
      that effect attached hereto as Annex 1 or Annex 2. We are aware that
      the sale to us is being made in reliance on Rule 144A. We are acquiring the
      Certificates for our own account or for resale pursuant to Rule 144A and
      further, understand that such Certificates may be resold, pledged or transferred
      only (i) to a person reasonably believed to be a qualified institutional
      buyer that purchases for its own account or for the account of a qualified
      institutional buyer to whom notice is given that the resale, pledge or transfer
      is being made in reliance on Rule 144A, or (ii) pursuant to another
      exemption from registration under the Securities Act.

    


    
      
        
          
          

        

        
          EXHIBIT
            I-1

          
            

          

        

        
          
          

        

      

    

     

    ANNEX
      1 TO EXHIBIT I

     

    QUALIFIED
      INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

     

    [For
      Transferees Other Than Registered Investment Companies]

     

    The
      undersigned (the “Buyer”)
      hereby
      certifies as follows to the parties listed in the Rule 144A Transferee
      Certificate to which this certification relates with respect to the Certificates
      described therein:

     

    1. As
      indicated below, the undersigned is the President, Chief Financial Officer,
      Senior Vice President or other executive officer of the Buyer.

     

    2. In
      connection with purchases by the Buyer, the Buyer is a “qualified institutional
      buyer” as that term is defined in Rule 144A under the Securities Act of
      1933, as amended (“Rule 144A”),
      because (i) the Buyer owned and/or invested on a discretionary basis
      $________1 
      in
      securities (except for the excluded securities referred to below) as of the
      end
      of the Buyer’s most recent fiscal year (such amount being calculated in
      accordance with Rule 144A and (ii) the Buyer satisfies the criteria in
      the category marked below.

     

    
      	 	
              ____

            	
              Corporation,
                etc.
                The Buyer is a corporation (other than a bank, savings and loan
                association or similar institution), Massachusetts or similar business
                trust, partnership, or charitable organization described in
                Section 501(c)(3) of the Internal Revenue Code of 1986, as
                amended.

            


    

     

    
      	 	
              ____

            	
              Bank.
                The Buyer (a) is a national bank or banking institution organized
                under the laws of any State, territory or the District of Columbia,
                the
                business of which is substantially confined to banking and is supervised
                by the State or territorial banking commission or similar official
                or is a
                foreign bank or equivalent institution, and (b) has an audited net
                worth of at least $25,000,000 as demonstrated in its latest annual
                financial statements, a copy of which is attached
                hereto.

            


    

     

    
      	 	
              ____

            	
              Savings
                and Loan.
                The Buyer (a) is a savings and loan association, building and loan
                association, cooperative bank, homestead association or similar
                institution, which is supervised and examined by a State or Federal
                authority having supervision over any such institutions or is a foreign
                savings and loan association or equivalent institution and (b) has an
                audited net worth of at least $25,000,000 as demonstrated in its
                latest
                annual financial statements, a copy of which is attached
                hereto.

            


    

     

    
      	 	
              ____

            	
              Broker-dealer.
                The Buyer is a dealer registered pursuant to Section 15 of the
                Securities Exchange Act of 1934.

            


    

    


    
      
        
          
          

        

        
          EXHIBIT
            I-2

          
            

          

        

        
          
          

        

      

    

     

    
      	 	
              ____

            	
              Insurance
                Company.
                The Buyer is an insurance company whose primary and predominant business
                activity is the writing of insurance or the reinsuring of risks
                underwritten by insurance companies and which is subject to supervision
                by
                the insurance commissioner or a similar official or agency of a State,
                territory or the District of
                Columbia.

            


    

     

    
      	 	
              ____

            	
              State
                or Local Plan.
                The Buyer is a plan established and maintained by a State, its political
                subdivisions, or any agency or instrumentality of the State or its
                political subdivisions, for the benefit of its
                employees.

            


    

     

    
      	 	
              ____

            	
              ERISA
                Plan.
                The Buyer is an employee benefit plan within the meaning of Title I
                of the Employee Retirement Income Security Act of
                1974.

            


    

     

    
      	 	
              ____

            	
              Investment
                Advisor.
                The Buyer is an investment advisor registered under the Investment
                Advisors Act of 1940.

            


    

     

    
      	 	
              ____

            	
              Small
                Business Investment Company.
                Buyer is a small business investment company licensed by the U.S.
                Small
                Business Administration under Section 301(c) or (d) of the Small
                Business
                Investment Act of 1958.

            


    

     

    
      	 	
              ____

            	
              Business
                Development Company.
                Buyer is a business development company as defined in Section 202(a)(22)
                of the Investment Advisors Act of
                1940.

            


    

     

    3. The
      term
“securities”
as
      used
      herein does
      not include
      (i) securities of issuers that are affiliated with the Buyer,
      (ii) securities that are part of an unsold allotment to or subscription by
      the Buyer, if the Buyer is a dealer, (iii) securities issued or guaranteed
      by the U.S. or any instrumentality thereof, (iv) bank deposit notes and
      certificates of deposit, (v) loan participations, (vi) repurchase
      agreements, (vii) securities owned but subject to a repurchase agreement
      and (viii) currency, interest rate and commodity swaps.

     

    4. For
      purposes of determining the aggregate amount of securities owned and/or invested
      on a discretionary basis by the Buyer, the Buyer used the cost of such
      securities to the Buyer and did not include any of the securities referred
      to in
      the preceding paragraph, except (i) where the Buyer reports its securities
      holdings in its financial statements on the basis of their market value, and
      (ii) no current information with respect to the cost of those securities
      has been published. If clause (ii) in the preceding sentence applies, the
      securities may be valued at market. Further, in determining such aggregate
      amount, the Buyer may have included securities owned by subsidiaries of the
      Buyer, but only if such subsidiaries are consolidated with the Buyer in its
      financial statements prepared in accordance with generally accepted accounting
      principles and if the investments of such subsidiaries are managed under the
      Buyer’s direction. However, such securities were not included if the Buyer is a
      majority-owned, consolidated subsidiary of another enterprise and the Buyer
      is
      not itself a reporting company under the Securities Exchange Act of 1934, as
      amended.

     

    5. The
      Buyer
      acknowledges that it is familiar with Rule 144A and understands that the
      seller to it and other parties related to the Certificates are relying and
      will
      continue to rely on the statements made herein because one or more sales to
      the
      Buyer may be in reliance on Rule 144A.

    


    
      
        
          
          

        

        
          EXHIBIT
            I-3

          
            

          

        

        
          
          

        

      

    

     

    6. Until
      the
      date of purchase of the Rule 144A Securities, the Buyer will notify each of
      the parties to which this certification is made of any changes in the
      information and conclusions herein. Until such notice is given, the Buyer’s
      purchase of the Certificates will constitute a reaffirmation of this
      certification as of the date of such purchase. In addition, if the Buyer is
      a
      bank or savings and loan is provided above, the Buyer agrees that it will
      furnish to such parties updated annual financial statements promptly after
      they
      become available.

     

    
      
        	 	 	 
	 	______________________________________________

                Print
                  Name of Transferee

              
	 
 	 
 	 
 
	 	By:  	__________________________________________
	 	
                Name:
                  _____________________________________

              
	 	Title:
                ______________________________________
	 	 
	 	 
	 	
                Date:
                  ______________________________________

              


      

        

    

    


    
      
        
          
          

        

        
          EXHIBIT
            I-4

          
            

          

        

        
          
          

        

      

    

     

    ANNEX
      2 TO EXHIBIT I

     

    QUALIFIED
      INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

     

    [For
      Transferees That Are Registered Investment Companies]

     

    The
      undersigned (the “Buyer”)
      hereby
      certifies as follows to the parties listed in the Rule 144A Transferee
      Certificate to which this certification relates with respect to the Certificates
      described therein:

     

    1. As
      indicated below, the undersigned is the President, Chief Financial Officer
      or
      Senior Vice President of the Buyer or, if the Buyer is a “qualified
      institutional buyer” as that term is defined in Rule 144A under the
      Securities Act of 1933, as amended (“Rule 144A”),
      because Buyer is part of a Family of Investment Companies (as defined below),
      is
      such an officer of the Adviser.

     

    2. In
      connection with purchases by Buyer, the Buyer is a “qualified institutional
      buyer” as defined in SEC Rule 144A because (i) the Buyer is an
      investment company registered under the Investment Company Act of 1940, as
      amended, and (ii) as marked below, the Buyer alone, or the Buyer’s Family
      of Investment Companies, owned at least $100,000,000 in securities (other than
      the excluded securities referred to below) as of the end of the Buyer’s most
      recent fiscal year. For purposes of determining the amount of securities owned
      by the Buyer or the Buyer’s Family of Investment Companies, the cost of such
      securities was used, except (i) where the Buyer or the Buyer’s Family of
      Investment Companies reports its securities holdings in its financial statements
      on the basis of their market value, and (ii) no current information with
      respect to the cost of those securities has been published. If clause (ii)
      in the preceding sentence applies, the securities may be valued at
      market.

     

    
      	 	
              ____

            	
              The
                Buyer owned $_______ in securities (other than the excluded securities
                referred to below) as of the end of the Buyer’s most recent fiscal year
                (such amount being calculated in accordance with
                Rule 144A).

            


    

     

    
      	 	
              ____

            	
              The
                Buyer is part of a Family of Investment Companies which owned in
                the
                aggregate $_______ in securities (other than the excluded securities
                referred to below) as of the end of the Buyer’s most recent fiscal year
                (such amount being calculated in accordance with
                Rule 144A).

            


    

     

    3. The
      term
“Family
      of Investment Companies”
as
      used
      herein means two or more registered investment companies (or series thereof)
      that have the same investment adviser or investment advisers that are affiliated
      (by virtue of being majority owned subsidiaries of the same parent or because
      one investment adviser is a majority owned subsidiary of the
      other).

     

    4. The
      term
“securities”
as
      used
      herein does not include (i) securities of issuers that are affiliated with
      the Buyer or are part of the Buyer’s Family of Investment Companies,
      (ii) securities issued or guaranteed by the U.S. or any instrumentality
      thereof, (iii) bank deposit notes and certificates of deposit,
      (iv) loan participations, (v) repurchase agreements,
      (vi) securities owned but subject to a repurchase agreement and
      (vii) currency, interest rate and commodity swaps.

    


    
      
        
          
          

        

        
          EXHIBIT
            I-5

          
            

          

        

        
          
          

        

      

    

     

    5. The
      Buyer
      is familiar with Rule 144A and understands that the parties listed in the
      Rule 144A Transferee Certificate to which this certification relates are
      relying and will continue to rely on the statements made herein because one
      or
      more sales to the Buyer will be in reliance on Rule 144A. In addition, the
      Buyer will only purchase for the Buyer’s own account.

     

    6. Until
      the
      date of purchase of the Certificates, the undersigned will notify the parties
      listed in the Rule 144A Transferee Certificate to which this certification
      relates of any changes in the information and conclusions herein. Until such
      notice is given, the Buyer’s purchase of the Certificates will constitute a
      reaffirmation of this certification by the undersigned as of the date of such
      purchase.

     

    
      
        	 	 
	  	
                _______________________________________
Print
                  Name of Transferee

              
	 	 
	 	 
	 	
                By:
                  ____________________________________

              
	 	
                Name:

              
	 	
                Title:

              
	 	 
	 	
                IF
                  AN ADVISER:

              
	 	 
	 	 
	 	
                
                  _______________________________________

Print
                  Name of Buyer

              
	 	 
	 	 
	 	
                Date:
                  ___________________________________

              


      

    

    
 

    
      
        
          
          

        

        
          EXHIBIT
            I-6

          
            

          

        

        
          
          

        

      

    

     

    EXHIBIT
      J

     

    FORM
      OF
      REQUEST FOR RELEASE

    (for
      Custodian)

     

    
      	
              To:

            	
              [Trustee]

            


    

     

    Attention:
      [____________]

     

    
      	 	
              Re:

            	
              Pooling
                and Servicing Agreement (the “Pooling and Servicing Agreement”) dated as
                of [   ], 20[  ] among Structured Asset
                Securities Corporation, as depositor, [   ], as servicer,
                [   ], as mortgage loan seller, [   ], as
                master servicer, securities administrator and custodian, and
                [   ], as trustee

            


    

     

    In
      connection with the administration of the Mortgage Loans held by you as the
      Custodian on behalf of the Certificateholders, we request the release, and
      acknowledge receipt, of the (Custodial File/[specify documents]) for the
      Mortgage Loan described below, for the reason indicated.

     

    Mortgagor’s
      Name, Address & Zip Code:

     

    Mortgage
      Loan Number:

     

    Send
      Custodial File to:

     

    Delivery
      Method (check one)

     

    
      	____1.	
                    Regular
                mail

            


    

     

    
      	____2.	
                    Overnight
                courier
                (Tracking information:
                                   )

            


    

     

     
If
      neither box 1 nor 2 is checked, regular mail shall be assumed.

     

    Reason
      for Requesting Documents
      (check
      one)

     

    
      	____1.	
                    Mortgage
                Loan
                Paid in Full.
                (The Servicer hereby certifies that all amounts received in connection
                therewith have been credited to the Collection Account as provided
                in the
                Pooling and Servicing Agreement.)

            


    

     

    
      
        
          	____2.      	
                  Mortgage
                    Loan Repurchase Pursuant to Subsection 2.03 of the Pooling and
                    Servicing
                    Agreement.
                    (The Servicer hereby certifies that the repurchase price has
                    been credited
                    to Collection Account as provided in the Pooling and Servicing
                    Agreement.)

                


        

      

    

     

    
      	____3.      	
              Mortgage
                Loan Liquidated by _________________. (The Servicer hereby certifies
                that
                all proceeds of foreclosure, insurance, condemnation or other liquidation
                have been finally received and credited to the Collection Account
                pursuant
                to the Pooling and Servicing
                Agreement.)

            


    

    


    
      
        
          
          

        

        
          EXHIBIT
            J-1

          
            

          

        

        
          
          

        

      

    

    


    
      	____4.      	
              Mortgage
                Loan in Foreclosure.

            


    

     

    
      	____5.      	
              Other
                (explain).
                ________________________________________________

            


    

     

    If
      box 1,
      2 or 3 above is checked, and if all or part of the Custodial File was previously
      released to us, please release to us our previous request and receipt on file
      with you, as well as any additional documents in your possession relating to
      the
      specified Mortgage Loan.

     

    If
      box 4
      or 5 above is checked, upon our return of all of the above documents to you
      as
      the Trustee, please acknowledge your receipt by signing in the space indicated
      below, and returning this form if requested by us.

     

    
      
        	 	
                [SERVICER]

              
	 	 
	 	 
	 	
                By:
                  ____________________________________

              
	 	
                Name:

              
	 	
                Title:

              
	 	
                Date:

              
	 	 
	
                ACKNOWLEDGED
                  AND AGREED:

              	 
	 	 
	
                [MASTER
                  SERVICER]

              	 
	 	 
	 	 
	
                By:
                  ____________________________________

              	 
	
                Name:

              	 
	
                Title:

              	 
	
                Date:

              	 


      

    

    


    


    
      
        
          
          

        

        
          EXHIBIT
            J-2

          
            

          

        

        
          
          

        

      

    

     

    EXHIBIT
      K

     

    CONTENTS
      OF EACH MORTGAGE FILE

     

    With
      respect to each Mortgage Loan, the Mortgage File shall include each of the
      following items, which shall be available for inspection by the Depositor and
      which shall be retained by the Servicer or delivered to and retained by the
      Custodian:

     

    (a) The
      documents or instruments set forth as items (i) to (ix) in Section 2.01(b)
      of the Pooling and Servicing Agreement.

     

    (b) Residential
      loan application.

     

    (c) Mortgage
      Loan closing statement.

     

    (d) Verification
      of employment and income.

     

    (e) Verification
      of acceptable evidence of source and amount of downpayment.

     

    (f) Credit
      report on Mortgagor.

     

    (g) Residential
      appraisal report.

     

    (h) Photograph
      of the Mortgaged Property.

     

    (i) Survey
      of
      the Mortgaged Property.

     

    (j) Copy
      of
      each instrument necessary to complete identification of any exception set forth
      in the exception schedule in the title policy, i.e., map or plat, restrictions,
      easements, sewer agreements, home association declarations, etc.

     

    (k) All
      required disclosure statements and statement of Mortgagor confirming receipt
      thereof.

     

    (l) If
      available, termite report, structural engineer’s report, water potability and
      septic certification.

     

    (m) Sales
      contract, if applicable.

     

    (n) Hazard
      insurance policy.

     

    (o) Tax
      receipts, insurance premium receipts, ledger sheets, payment history from date
      of origination, insurance claim files, correspondence, current and historical
      computerized data files, and all other processing, underwriting and closing
      papers and records which are customarily contained in a mortgage loan file
      and
      which are required to document the Mortgage Loan or to service the Mortgage
      Loan.

    


    
      
        
          
          

        

        
          EXHIBIT
            K-1

          
            

          

        

        
          
          

        

      

    

     

    (p) Amortization
      schedule, if available.

     

    (q) Payment
      history for Mortgage Loans that have been closed for more than 90
      days.

    


    


    
      
        
          
          

        

        
          EXHIBIT
            K-2

          
            

          

        

        
          
          

        

      

    

     

    EXHIBIT
      L

     

    FORM
      OF
      SARBANES-OXLEY CERTIFICATION TO BE

    PROVIDED
      BY MASTER SERVICER (OR OTHER

    CERTIFICATION
      PARTY) WITH FORM 10-K

     

    Structured
      Asset Securities Corporation Trust [     
 ]

    Mortgage
      Pass-Through Certificates

    Series
      [        ]

     

    This
      Certification is being made pursuant to Section 3.24 and Section 8.12 of
      the Pooling and Servicing Agreement (the “Pooling
      and Servicing Agreement”)
      relating to the above-referenced Series, among Structured Asset Securities
      Corporation, as depositor, [        
  ], as Servicer,
      [           ], as Mortgage
      Loan Seller, [           ], as
      Master Servicer, Securities Administrator and Custodian, and
      [             ],
      as Trustee,. Capitalized terms used but not defined herein shall have the
      meanings assigned in the Pooling and Servicing Agreement.

     

    I,
      [identify the certifying individual], certify that:

     

    
      	 	
              1.

            	
              I
                have reviewed this annual report on Form 10-K (the “Annual
                Report”),
                and all reports on Form 8-K containing distribution date reports
                (collectively with this Annual Report, the “Reports”)
                filed in respect of periods included in the year covered by this
                Annual
                Report, of the Trust;

            


    

     

    
      	 	
              2.

            	
              Based
                on my knowledge, the information in the Reports, 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 light of
                the
                circumstances under which such statements were made, not misleading
                as of
                the last day of the period covered by this Annual
                Report;

            


    

     

    
      	 	
              3.

            	
              Based
                on my knowledge, the servicing information required to be provided
                to the
                Securities Administrator by the Master Servicer under the Pooling
                and
                Servicing Agreement for inclusion in the Reports is included in the
                Reports;

            


    

     

    
      	 	
              4.

            	
              I
                am responsible for reviewing the activities performed by
                [            ]
                under the Pooling and Servicing Agreement and based upon my knowledge
                and
                the annual compliance review required under the Pooling and Servicing
                Agreement, and except as disclosed in the Reports,
                [            ] has
                fulfilled its obligations under the Pooling and Servicing Agreement;
                and

            


    

     

    
      	 	
              5.

            	
              The
                Reports disclose all significant deficiencies relating to
                [             
                ]’s compliance with the minimum servicing standards based upon the
                report
                provided by an independent public accountant, after conducting a
                review in
                compliance with the Uniform Single Attestation Program for Mortgage
                Bankers or similar procedure as set forth in the Pooling and Servicing
                Agreement, that is included in the
                Reports.

            


    

    


    
      
        
          
          

        

        
          EXHIBIT
            L-1

          
            

          

        

        
          
          

        

      

    

     

    In
      giving
      the certifications above, I have reasonably relied on information provided
      to me
      by the following unaffiliated party:
      [                ].

    


    
      	 	 	 
	 	
              [        
                ]

              
                as
                  Servicer

              

            
	 
 	 
 	 
 
	 	By:  	_________________________________________________
	 	
              Name:
                

              Title:
                

              Date:

            
	 	 


    

    


    
      
        
          
          

        

        
          EXHIBIT
            L-2

          
            

          

        

        
          
          

        

      

    

     

    EXHIBIT
      M

     

    FORM
      OF
      SERVICER (OR SERVICING FUNCTION 

    PARTICIPANT)
      BACK-UP CERTIFICATION

     

    [Master
      Servicer]

     

    
      	 	
              Re:

            	
              Structured
                Asset Securities Corporation Trust
                [   ]

            


    

     

    [   ]
      as [   ] hereby certifies to the Depositor, the Master Servicer,
      the Trustee and the Securities Administrator, and each of their officers,
      directors and affiliates that:

     

    (1) I
      have
      reviewed the servicer compliance statement of the [   ] 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
      [   ] during 20[  ] that were delivered by
      [   ] to any of the Depositor, the Master Servicer, the
      Securities Administrator, 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, the Securities Administrator and the Trustee;

     

    (4) I
      am
      responsible for reviewing the activities performed by [   ] as
      [   ] under 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 Servicer has fulfilled its obligations under the
      Agreement in all material respects; and

     

    (5) The
      Compliance Statement required to be delivered by [   ] pursuant
      to this Agreement, and the Servicing Assessment and Attestation Report required
      to be provided by [   ] and by any Subservicer or Subcontractor
      pursuant to the Agreement, have been provided to the Depositor, the Master
      Servicer, the Securities Administrator and the Trustee. Any material instances
      of noncompliance described in such reports have been disclosed to the Depositor,
      the Master Servicer, the Securities Administrator and the Trustee. Any material
      instance of noncompliance with the Servicing Criteria has been disclosed in
      such
      reports.

    


    
      
        
          
          

        

        
          EXHIBIT
            M-1

          
            

          

        

        
          
          

        

      

    

     

    Capitalized
      terms used but not defined herein have the meanings ascribed to them in the
      Pooling Servicing Agreement, dated as of [   ], 20[ ] (the
“Pooling
      and Servicing Agreement”),
      among
      Structured Asset Securities Corporation, as depositor (the “Depositor”),
      [   ], as Servicer, [   ], as Mortgage Loan
      Seller, [   ], as master servicer (the “Master
      Servicer”),
      securities administrator (the “Securities
      Administrator”)
      and
      custodian, and [   ], as trustee (the “Trustee”).

    

      
        	 	 	 
	 	
                [                
                  ]

                      
                  as [             
                   ]

              
	 	 	 
	 	
                By: 

              	
                _________________________________________________

              
	 	 	
                Name:
                  

                Title:
                  

                Date:

              


      

      
      



    
      
        
          
          

        

        
          EXHIBIT
            M-2

          
            

          

        

        
          
          

        

      

    

     

    EXHIBIT
      N-1

     

    FORM
      OF MONTHLY REMITTANCE ADVICE

     

    [TO
      BE
      PROVIDED AS APPLICABLE]

    


    


    
      
        
          
          

        

        
          EXHIBIT
            N-1-1

          
            

          

        

        
          
          

        

      

    

     

    EXHIBIT
      N-2

     

    STANDARD
      LAYOUT FOR MONTHLY DEFAULTED LOAN REPORT

     

    [TO
      BE
      PROVIDED AS APPLICABLE]

     

    
      
        
          
          

        

        
          EXHIBIT
            N-2-1

          
            

          

        

        
          
          

        

      

    

     

    EXHIBIT
      N-3

     

    FORM
      332 REALIZED LOSS REPORT

    


    [TO
      BE
      PROVIDED AS APPLICABLE]

    


    
      
        
          
          

        

        
          EXHIBIT
            N-3-1

          
            

          

        

        
          
          

        

      

    

     

    EXHIBIT
      O

     

    FORM
      OF SWAP AGREEMENT

    


    [TO
      BE
      PROVIDED AS APPLICABLE]

    


    
      
        
          
          

        

        
          EXHIBIT
            O-1

          
            

          

        

        
          
          

        

      

    

     

    EXHIBIT
      P

     

    [[RESERVED]]

    


    
      
        
          
          

        

        
          EXHIBIT
            P-1

          
            

          

        

        
          
          

        

      

    

     

    EXHIBIT
      Q

     

    MASTER
      MORTGAGE LOAN PURCHASE AND SERVICING AGREEMENT

     

    [TO
      BE
      PROVIDED AS APPLICABLE]

     

    
      
        
          
          

        

        
          EXHIBIT
            Q-1

          
            

          

        

        
          
          

        

      

    

     

    EXHIBIT
      R

    


    [[RESERVED]]

     

    
      
        
          
          

        

        
          EXHIBIT
            R-1

          
            

          

        

        
          
          

        

      

    

     

    EXHIBIT
      S

    


    FORM
      OF
      CERTIFICATION REGARDING SERVICING CRITERIA TO BE ADDRESSED 

    IN
      REPORT
      ON ASSESSMENT OF COMPLIANCE

    


    To:
      

    


    [Master
      Servicer]

    


    Reference
      is made to that certain Pooling Servicing Agreement, dated as of
      [   ], 20[  ] (the “Pooling
      and Servicing Agreement”),
      among
      Structured Asset Securities Corporation, as depositor (the “Depositor”),
      [   ], as Servicer,
      [             ],
      as Mortgage Loan Seller, [   ], as master servicer (the
“Master
      Servicer”),
      securities administrator (the “Securities
      Administrator”)
      and
      custodian, and
      [               ],
      as trustee (the “Trustee”).
      This
      certification is delivered pursuant to Section 3.22 of the Agreement.
      Capitalized terms used herein but not otherwise defined shall have the meanings
      set forth in the Agreement.

    


    [_______],
      the undersigned, a duly authorized [_______] of [the Servicer] [Name of
      Subservicer/Subcontractor] [the Custodian], does hereby certify that the
      assessment of compliance to be delivered by [the Servicer] [Name of
      Subservicer/Subcontractor] [the Custodian] shall address, at a minimum, the
      criteria identified as below as “Applicable Servicing Criteria”, as identified
      by a mark in the column titled “Applicable Servicing Criteria”:

    


    
      	 	 
	
              Servicing
                Criteria 

            	
              Applicable
                

              Servicing
                Criteria

            
	
               

              Reference

            	
              Criteria

            	
               

            
	
               

               

            	
              General
                Servicing Considerations

            	
               

            
	
              1122(d)(1)(i)

            	
               

              Policies
                and procedures are instituted to monitor any performance or other
                triggers
                and events of default in accordance with the transaction
                agreements.

            	 
	
              1122(d)(1)(ii)

            	
               

              If
                any material servicing activities are outsourced to third parties,
                policies and procedures are instituted to monitor the third party’s
                performance and compliance with such servicing activities.

            	 
	
              1122(d)(1)(iii)

            	
               

              Any
                requirements in the transaction agreements to maintain a back-up
                servicer
                for the mortgage loans are maintained.

            	 
	
              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.

            	 
	
               

            	
               

              Cash
                Collection and Administration

            	 
	
              1122(d)(2)(i)

            	
               

              Payments
                on mortgage loans are deposited into the appropriate custodial bank
                accounts and related bank clearing accounts no more than two business
                days
                following receipt, or such other number of days specified in the
                transaction agreements.

            	 
	
              1122(d)(2)(ii)

            	
               

              Disbursements
                made via wire transfer on behalf of an obligor or to an investor
                are made
                only by authorized personnel.

            	 
	
              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.

            	 


    

     

    
      
        
        

      

      
        EXHIBIT
          S-1

        
          

        

      

      
        
        

      

    

     

    
      	 	 
	
              Servicing
                Criteria 

            	
              Applicable
                

              Servicing
                Criteria

            
	
               

              Reference

            	
              Criteria

            	
               

            
	
              1122(d)(2)(iv)

            	
               

              The
                related accounts for the transaction, such as cash reserve accounts
                or
                accounts established as a form of overcollateralization, are separately
                maintained (e.g., with respect to commingling of cash) as set forth
                in the
                transaction agreements.

            	 
	
              1122(d)(2)(v)

            	
               

              Each
                collection 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.

            	 
	
              1122(d)(2)(vi)

            	
               

              Unissued
                checks are safeguarded so as to prevent unauthorized
                access.

            	 
	
              1122(d)(2)(vii)

            	
               

              Reconciliations
                are prepared on a monthly basis for all asset-backed securities related
                bank accounts, including collection 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.

            	 
	
               

            	
               

              Investor
                Remittances and Reporting

            	 
	
              1122(d)(3)(i)

            	
               

              Reports
                to investors, including those to be filed with the Commission, are
                maintained in accordance with the transaction agreements and applicable
                Commission requirements. Specifically, such reports (A) are prepared
                in
                accordance with timeframes and other terms set forth in the transaction
                agreements; (B) provide information calculated in accordance with
                the
                terms specified in the transaction agreements; (C) are filed with
                the
                Commission as required by its rules and regulations; and (D) agree
                with
                investors’ or the trustee’s records as to the total unpaid principal
                balance and number of mortgage loans serviced by the
                Servicer.

            	 
	
              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.

            	 
	
              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.

            	 
	
              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.

            	 
	
               

            	
               

              Pool
                Asset Administration

            	 
	
              1122(d)(4)(i)

            	
               

              Collateral
                or security on mortgage loans is maintained as required by the transaction
                agreements or related mortgage loan documents.

            	 
	
              1122(d)(4)(ii)

            	
               

              Mortgage
                loan and related documents are safeguarded as required by the transaction
                agreements

            	 
	
              1122(d)(4)(iii)

            	
               

              Any
                additions, removals or substitutions to the asset pool are made,
                reviewed
                and approved in accordance with any conditions or requirements in
                the
                transaction agreements.

            	 
	
              1122(d)(4)(iv)

            	
               

              Payments
                on mortgage loans, including any payoffs, made in accordance with
                the
                related mortgage loan documents are posted to the Servicer’s obligor
                records maintained no more than two business days after receipt,
                or such
                other number of days specified in the transaction agreements, and
                allocated to principal, interest or other items (e.g., escrow) in
                accordance with the related mortgage loan documents.

            	 
	
              1122(d)(4)(v)

            	
               

              The
                Servicer’s records regarding the mortgage loans agree with the Servicer’s
                records with respect to an obligor’s unpaid principal
                balance.

            	 


    

     

    
      
        
        

      

      
        EXHIBIT
          S-2

        
          

        

      

      
        
        

      

    

     

    
      	 	 
	
              Servicing
                Criteria 

            	
              Applicable
                

              Servicing
                Criteria

            
	
               

              Reference

            	
              Criteria

            	
               

            
	
              1122(d)(4)(vi)

            	
               

              Changes
                with respect to the terms or status of an obligor's mortgage loans
                (e.g.,
                loan modifications or re-agings) are made, reviewed and approved
                by
                authorized personnel in accordance with the transaction agreements
                and
                related pool asset documents.

            	 
	
              1122(d)(4)(vii)

            	
               

              Loss
                mitigation or recovery actions (e.g., forbearance plans, modifications
                and
                deeds in lieu of foreclosure, foreclosures and repossessions, as
                applicable) are initiated, conducted and concluded in accordance
                with the
                timeframes or other requirements established by the transaction
                agreements.

            	 
	
              1122(d)(4)(viii)

            	
               

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

            	 
	
              1122(d)(4)(ix)

            	
               

              Adjustments
                to interest rates or rates of return for mortgage loans with variable
                rates are computed based on the related mortgage loan
                documents.

            	 
	
              1122(d)(4)(x)

            	
               

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

            	 
	
              1122(d)(4)(xi)

            	
               

              Payments
                made on behalf of an obligor (such as tax or insurance payments)
                are made
                on or before the related penalty or expiration dates, as indicated
                on the
                appropriate bills or notices for such payments, provided that such
                support
                has been received by the servicer at least 30 calendar days prior
                to these
                dates, or such other number of days specified in the transaction
                agreements.

            	 
	
              1122(d)(4)(xii)

            	
               

              Any
                late payment penalties in connection with any payment to be made
                on behalf
                of an obligor are paid from the servicer’s funds and not charged to the
                obligor, unless the late payment was due to the obligor’s error or
                omission.

            	 
	
              1122(d)(4)(xiii)

            	
               

              Disbursements
                made on behalf of an obligor are posted within two business days
                to the
                obligor’s records maintained by the servicer, or such other number of days
                specified in the transaction agreements.

            	 
	
              1122(d)(4)(xiv)

            	
               

              Delinquencies,
                charge-offs and uncollectible accounts are recognized and recorded
                in
                accordance with the transaction agreements.

            	 
	
              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.

            	 
	
               

            	
               

            	
               

            


    

    


    


    
      
        
          
          

        

        
          EXHIBIT
            S-3

          
            

          

        

        
          
          

        

      

    

     

    
      
        	 	 	 
	 	
                
                     
                    [NAME OF THE SERVICER] 
    [NAME OF
                    SUBSERVICER/SUBCONTRACTOR] 
    [NAME OF THE
                    CUSTODIAN]

                

              
	 	 	 
	 	 	
                Date:  
                  __________________________________

              
	 	 	 
	 	
                 

              	
                
                  By:     
                    __________________________________

                

              
	 	 	
                Name:
                  

                Title:

              
	 	 	 


      

      
      



    
      
        
          
          

        

        
          EXHIBIT
            S-4

          
            

          

        

        
          
          

        

      

    

     

    EXHIBIT
      T

    


    Trustee:
      [                     ]

    


    Securities
      Administrator:
      [                   ]

    


    Master
      Servicer:
      [                   ]


    


    Derivative
      Counterparty:
      [                       
]

    


    Servicer:
      [                    ]

    


    Mortgage
      Loan Seller:
      [                      
   ]

    


    Custodian:
      [               ]

    


    Sponsor:
      [                      
 ]

    


    
 

    
      
        
          
          

        

        
          EXHIBIT
            T-1

          
            

          

        

        
          
          

        

      

    

     

    EXHIBIT
      U

    


    FORM
      OF ANNUAL COMPLIANCE CERTIFICATE

    


    Via
      Overnight Delivery

    


    [DATE]

    


    To:
      

    


    [Master
      Servicer]

    


    
      	
              RE:

            	
              Annual
                officer’s certificate delivered pursuant to Section 3.24 of that certain
                Pooling Servicing Agreement, dated as of
                [             ],
                20[  ] (the “Pooling
                and Servicing Agreement”),
                among Structured Asset Securities Corporation, as depositor (the
                “Depositor”),
                [                  ],
                as Servicer,
                [                 ],
                as Mortgage Loan Seller,
                [                    ],
                as master servicer (the “Master
                Servicer”),
                securities administrator (the “Securities
                Administrator”)
                and
                custodian, and
                [               ],
                as trustee (the “Trustee”)    

            


    

    


    [_______],
      the undersigned, a duly authorized [_______] of [the Servicer][Name of
      Subservicer], does hereby certify the following for the [calendar year][identify
      other period] ending on [December 31], 20[__]:

    


    
      	
              1.

            	
              A
                review of the activities of the Servicer during the preceding calendar
                year (or portion thereof) and of its performance under the Agreement
                for
                such period has been made under my
                supervision.

            


    

    


    
      	
              2.

            	
              To
                the best of my knowledge, based on such review, the Servicer has
                fulfilled
                all of its obligations under the Agreement in all material respects
                throughout such year (or applicable portion thereof), or, if there
                has
                been a failure to fulfill any such obligation in any material respect,
                I
                have specifically identified to the Master Servicer, the Depositor
                and the
                Trustee each such failure known to me and the nature and status thereof,
                including the steps being taken by the Servicer to remedy such
                default.

            


    

    


    Certified
      By:

     

    


    ______________________________

    Name:

    Title:
      

     

    
      
        
          
          

        

        
          EXHIBIT
            U-1

          
            

          

        

        
          
          

        

      

    

     

    EXHIBIT
      V

     

    ADDITIONAL
      FORM 10-D DISCLOSURE

     

    
      	
              Item
                on Form 10-D

            	
              Party
                Responsible 

            
	
              Item
                1: Distribution and Pool Performance 

              Information

               

              Any
                information required by 1121 which is 

              NOT
                included on the Monthly Statement

            	
              Servicer

              Securities
                Administrator

            
	
              Item
                2: Legal Proceedings

               

              per
                Item 1117 of Reg AB

            	
              (i)
                All parties to the PSA (as to themselves), 

              (ii)
                the Securities Administrator and servicer 

              as
                to the issuing entity, (iii) the Depositor as 

              to
                the sponsor, any 1106(b) originator, any 

              1100(d)(1)
                party

            
	
              Item
                3: Sale of Securities and Use of 

              Proceeds

            	
              Depositor

            
	
              Item
                4: Defaults Upon Senior Securities

            	
              Securities
                Administrator

            
	
              Item
                5: Submission of Matters to a Vote of 

              Security
                Holders

            	
              Securities
                Administrator

            
	
              Item
                6: Significant Obligors of Pool Assets

            	
              Depositor/Servicer

            
	
              Item
                7: Significant Enhancement Provider 

              Information

            	
              Depositor/Servicer

            
	
              Item
                8: Other Information

            	
              Any
                party responsible for disclosure items on 

              Form
                8-K

            
	
              Item
                9: Exhibits

            	
              Securities
                Administrator

            
	 	 


    

    


     

    
      
        
          
          

        

        
          EXHIBIT
            V-1

          
            

          

        

        
          
          

        

      

    

     

    EXHIBIT
      W

    


    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

            	
              Securities
                Administrator

              Depositor

            
	
              Additional
                Item:

               

              Disclosure
                per Item 1117 of Reg AB

            	
              (i)
                All parties to the PSA (as to themselves), 

              (ii)
                the Securities Administrator and Master 

              Servicer
                as to the issuing entity, (iii) the 

              Depositor
                as to the sponsor, any 1106(b) 

              originator,
                any 1100(d)(1) party

            
	
              Additional
                Item:

              Disclosure
                per Item 1119 of Reg AB

            	
              (i)
                All parties to the Pooling and Servicing 

              Agreement
                as to themselves, (ii) the 

              Depositor
                as to he sponsor, originator, 

              significant
                obligor, enhancement or support 

              provider

            
	
              Additional
                Item:

              Disclosure
                per Item 1112(b) of Reg AB

            	
              Depositor/
                Servicer

            
	
              Additional
                Item:

              Disclosure
                per Items 1114(b) and 1115(b) of Reg AB

            	
              Depositor

            
	 	 


    

     

    


    
      
        
          
          

        

        
          EXHIBIT
            W-1

          
            

          

        

        
          
          

        

      

    

    
EXHIBIT
      X

    


    FORM
      8-K DISCLOSURE INFORMATION

     

    
      	
              Item
                on Form 8-K

            	
              Party
                Responsible 

            
	
              Item
                1.01- Entry into a Material Definitive 

              Agreement

            	
              All
                parties

            
	
              Item
                1.02- Termination of a Material 

              Definitive
                Agreement

            	
              All
                parties

            
	
              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

            	
              Securities
                Administrator

            
	
              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 Securities 

              Administrator

            	
              Servicer,
                Securities Administrator

            
	
              Item
                6.03- Change in Credit Enhancement or 

              External
                Support

            	
              Depositor/Securities
                Administrator

            
	
              Item
                6.04- Failure to Make a Required 

              Distribution

            	
              Securities
                Administrator

            
	
              Item
                6.05- Securities Act Updating 

              Disclosure

            	
              Depositor

            
	
              Item
                7.01- Reg FD Disclosure

            	
              Depositor

            
	
              Item
                8.01

            	
              Depositor

            
	
              Item
                9.01

            	
              Depositor

            
	 	 


    

    


    
      
         

      

      
        EXHIBIT
          X-1