EXECUTION

    


    


    


    


    
 

    


    STRUCTURED
      ASSET SECURITIES CORPORATION,

    as
      Depositor,

    


    AURORA
      LOAN SERVICES LLC,

    as
      Master
      Servicer,

    


    and

    


    CITIBANK,
      N.A.,

    as
      Trustee

    


    ___________________________

    


    TRUST
      AGREEMENT

    


    


    Dated
      as
      of June 1, 2007

    ___________________________

    


    LEHMAN
      XS
      TRUST

    MORTGAGE
      PASS-THROUGH CERTIFICATES,

    SERIES
      2007-11

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TABLE
      OF
      CONTENTS

    


    
      	 	 	
              Page

            
	 	 	 
	
              ARTICLE
                I DEFINITIONS

            	
              16

            
	 	 	 
	
              Section
                1.01.

            	
              Definitions.

            	
              16

            
	
              Section
                1.02.

            	
              Calculations
                Respecting Mortgage Loans.

            	
              58

            
	
              Section
                1.03.

            	
              Calculations
                Respecting Accrued Interest.

            	
              59

            
	 	 
	
              ARTICLE
                II DECLARATION OF TRUST; ISSUANCE OF CERTIFICATES

            	
              59

            
	 	 	 
	
              Section
                2.01.

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

            	
              59

            
	
              Section
                2.02.

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

            	
              63

            
	
              Section
                2.03.

            	
              Representations
                and Warranties of the Depositor.

            	
              65

            
	
              Section
                2.04.

            	
              Discovery
                of Breach.

            	
              67

            
	
              Section
                2.05.

            	
              Repurchase,
                Purchase or Substitution of Mortgage Loans.

            	
              68

            
	
              Section
                2.06.

            	
              Grant
                Clause.

            	
              69

            
	 	 
	
              ARTICLE
                III THE CERTIFICATES

            	
              70

            
	 	 	 
	
              Section
                3.01.

            	
              The
                Certificates.

            	
              70

            
	
              Section
                3.02.

            	
              Registration.

            	
              71

            
	
              Section
                3.03.

            	
              Transfer
                and Exchange of Certificates.

            	
              72

            
	
              Section
                3.04.

            	
              Cancellation
                of Certificates.

            	
              78

            
	
              Section
                3.05.

            	
              Replacement
                of Certificates.

            	
              78

            
	
              Section
                3.06.

            	
              Persons
                Deemed Owners.

            	
              78

            
	
              Section
                3.07.

            	
              Temporary
                Certificates.

            	
              79

            
	
              Section
                3.08.

            	
              Appointment
                of Paying Agent.

            	
              79

            
	
              Section
                3.09.

            	
              Book-Entry
                Certificates.

            	
              80

            
	 	 
	
              ARTICLE
                IV ADMINISTRATION OF THE TRUST FUND

            	
              81

            
	 	 	 
	
              Section
                4.01.

            	
              Collection
                Account.

            	
              81

            
	
              Section
                4.02.

            	
              Application
                of Funds in the Collection Account.

            	
              83

            
	
              Section
                4.03.

            	
              Reports
                to Certificateholders.

            	
              86

            
	
              Section
                4.04.

            	
              Certificate
                Account.

            	
              90

            
	 	 
	
              ARTICLE
                V DISTRIBUTIONS TO HOLDERS OF CERTIFICATES

            	
              91

            
	 	 	 
	
              Section
                5.01.

            	
              Distributions
                Generally.

            	
              91

            
	
              Section
                5.02.

            	
              Distributions
                from the Certificate Account.

            	
              92

            
	
              Section
                5.03.

            	
              Allocation
                of Losses.

            	
              104

            
	
              Section
                5.04.

            	
              Advances
                by Master Servicer, Servicers and Trustee.

            	
              105

            
	
              Section
                5.05.

            	
              Compensating
                Interest Payments.

            	
              106

            
	
              Section
                5.06.

            	
              Basis
                Risk Reserve Fund.

            	
              106

            
	
              Section
                5.07.

            	
              Supplemental
                Interest Trust; Swap and Cap Accounts.

            	
              107

            
	
              Section
                5.08.

            	
              Rights
                of Swap Counterparty.

            	
              109

            
	
              Section
                5.09.

            	
              Termination
                Receipts.

            	
              110

            
	 	 


    

     

    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    

     

    
      	
              ARTICLE
                VI CONCERNING THE TRUSTEE EVENTS OF DEFAULT

            	
              111

            
	 	 	 
	
              Section
                6.01.

            	
              Duties
                of Trustee and Paying Agent.

            	
              111

            
	
              Section
                6.02.

            	
              Certain
                Matters Affecting the Trustee.

            	
              115

            
	
              Section
                6.03.

            	
              Trustee
                Not Liable for Certificates.

            	
              117

            
	
              Section
                6.04.

            	
              Trustee
                May Own Certificates.

            	
              117

            
	
              Section
                6.05.

            	
              Eligibility
                Requirements for Trustee.

            	
              117

            
	
              Section
                6.06.

            	
              Resignation
                and Removal of Trustee.

            	
              118

            
	
              Section
                6.07.

            	
              Successor
                Trustee.

            	
              119

            
	
              Section
                6.08.

            	
              Merger
                or Consolidation of Trustee.

            	
              120

            
	
              Section
                6.09.

            	
              Appointment
                of Co-Trustee, Separate Trustee or Custodian.

            	
              120

            
	
              Section
                6.10.

            	
              Authenticating
                Agents.

            	
              122

            
	
              Section
                6.11.

            	
              Indemnification
                of Trustee.

            	
              123

            
	
              Section
                6.12.

            	
              Fees
                and Expenses of Trustee and Custodians.

            	
              124

            
	
              Section
                6.13.

            	
              Collection
                of Monies.

            	
              124

            
	
              Section
                6.14.

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

            	
              124

            
	
              Section
                6.15.

            	
              Additional
                Remedies of Trustee Upon Event of Default.

            	
              129

            
	
              Section
                6.16.

            	
              Waiver
                of Defaults.

            	
              129

            
	
              Section
                6.17.

            	
              Notification
                to Holders.

            	
              129

            
	
              Section
                6.18.

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

            	
              130

            
	
              Section
                6.19.

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

            	
              130

            
	
              Section
                6.20.

            	
              Preparation
                of Tax Returns and Reports to the Commission.

            	
              130

            
	
              Section
                6.21.

            	
              Compliance
                with Regulation AB.

            	
              139

            
	
              Section
                6.22.

            	
              No
                Merger.

            	
              140

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

            	
              140

            
	 	 	 
	
              Section
                7.01.

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

            	
              140

            
	
              Section
                7.02.

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

            	
              142

            
	
              Section
                7.03.

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

            	
              143

            
	
              Section
                7.04.

            	
              Optional
                Purchase Right of NIMS Insurer.

            	
              144

            
	 	 
	
              ARTICLE
                VIII RIGHTS OF CERTIFICATEHOLDERS

            	
              145

            
	 	 	 
	
              Section
                8.01.

            	
              Limitation
                on Rights of Holders.

            	
              145

            
	
              Section
                8.02.

            	
              Access
                to List of Holders.

            	
              146

            
	
              Section
                8.03.

            	
              Acts
                of Holders of Certificates.

            	
              146

            
	 	 


    

     

    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    

     

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

            	
              147

            
	 	 	 
	
              Section
                9.01.

            	
              Duties
                of the Master Servicer.

            	
              147

            
	
              Section
                9.02.

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

            	
              147

            
	
              Section
                9.03.

            	
              Master
                Servicer’s Financial Statements and Related Information.

            	
              148

            
	
              Section
                9.04.

            	
              Power
                to Act; Procedures.

            	
              148

            
	
              Section
                9.05.

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

            	
              151

            
	
              Section
                9.06.

            	
              Collection
                of Taxes, Assessments and Similar Items.

            	
              151

            
	
              Section
                9.07.

            	
              Termination
                of Servicing Agreements; Successor Servicers.

            	
              152

            
	
              Section
                9.08.

            	
              Master
                Servicer Liable for Enforcement.

            	
              153

            
	
              Section
                9.09.

            	
              No
                Contractual Relationship Between Any Servicer and Trustee or
                Depositor.

            	
              153

            
	
              Section
                9.10.

            	
              Assumption
                of Servicing Agreement by Trustee.

            	
              153

            
	
              Section
                9.11.

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

            	
              154

            
	
              Section
                9.12.

            	
              Release
                of Mortgage Files.

            	
              154

            
	
              Section
                9.13.

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

            	
              156

            
	
              Section
                9.14.

            	
              Representations
                and Warranties of the Master Servicer.

            	
              157

            
	
              Section
                9.15.

            	
              Opinion.

            	
              159

            
	
              Section
                9.16.

            	
              Standard
                Hazard and Flood Insurance Policies.

            	
              159

            
	
              Section
                9.17.

            	
              Presentment
                of Claims and Collection of Proceeds.

            	
              160

            
	
              Section
                9.18.

            	
              Maintenance
                of the Primary Mortgage Insurance Policies.

            	
              160

            
	
              Section
                9.19.

            	
              Trustee
                To Retain Possession of Certain Insurance Policies and
                Documents.

            	
              161

            
	
              Section
                9.20.

            	
              Realization
                Upon Defaulted Mortgage Loans.

            	
              161

            
	
              Section
                9.21.

            	
              Compensation
                to the Master Servicer.

            	
              162

            
	
              Section
                9.22.

            	
              REO
                Property.

            	
              162

            
	
              Section
                9.23.

            	
              Notice
                to the Sponsor, the Depositor and the Trustee.

            	
              163

            
	
              Section
                9.24.

            	
              Reports
                to the Trustee.

            	
              163

            
	
              Section
                9.25.

            	
              Assessment
                of Compliance and Attestation Reports.

            	
              164

            
	
              Section
                9.26.

            	
              Annual
                Statement of Compliance with Applicable Servicing Criteria
                .

            	
              165

            
	
              Section
                9.27.

            	
              Merger
                or Consolidation.

            	
              166

            
	
              Section
                9.28.

            	
              Resignation
                of Master Servicer.

            	
              166

            
	
              Section
                9.29.

            	
              Assignment
                or Delegation of Duties by the Master Servicer.

            	
              167

            
	
              Section
                9.30.

            	
              Limitation
                on Liability of the Master Servicer and Others.

            	
              167

            
	
              Section
                9.31.

            	
              Indemnification;
                Third-Party Claims.

            	
              168

            
	 	 
	
              ARTICLE
                X REMIC ADMINISTRATION

            	
              169

            
	 	 	 
	
              Section
                10.01.

            	
              REMIC
                Administration.

            	
              169

            
	
              Section
                10.02.

            	
              Prohibited
                Transactions and Activities.

            	
              172

            
	
              Section
                10.03.

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

            	
              172

            
	
              Section
                10.04.

            	
              REO
                Property.

            	
              172

            
	 	 
	
              ARTICLE
                XI MISCELLANEOUS PROVISIONS

            	
              173

            
	 	 	 
	
              Section
                11.01.

            	
              Binding
                Nature of Agreement; Assignment.

            	
              173

            


    

     

    
      
        
        

      

      
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              Section
                11.02.

            	
              Entire
                Agreement.

            	
              173

            
	
              Section
                11.03.

            	
              Amendment.

            	
              173

            
	
              Section
                11.04.

            	
              Voting
                Rights.

            	
              175

            
	
              Section
                11.05.

            	
              Provision
                of Information.

            	
              176

            
	
              Section
                11.06.

            	
              Governing
                Law.

            	
              176

            
	
              Section
                11.07.

            	
              Notices.

            	
              176

            
	
              Section
                11.08.

            	
              Severability
                of Provisions.

            	
              177

            
	
              Section
                11.09.

            	
              Indulgences;
                No Waivers.

            	
              177

            
	
              Section
                11.10.

            	
              Headings
                Not To Affect Interpretation.

            	
              177

            
	
              Section
                11.11.

            	
              Benefits
                of Agreement.

            	
              177

            
	
              Section
                11.12.

            	
              Special
                Notices to the Rating Agencies and any NIMS Insurer.

            	
              177

            
	
              Section
                11.13.

            	
              Conflicts.

            	
              178

            
	
              Section
                11.14.

            	
              Counterparts.

            	
              179

            
	
              Section
                11.15.

            	
              Transfer
                of Servicing.

            	
              179

            


    

     

    
      
        
        

      

      
        iv

        
          

        

      

      
        
        

      

    


    ATTACHMENTS

    


    
      	
              Exhibit
                A

            	
              Forms
                of Certificates

            


    

    
      	
              Exhibit
                B-1

            	
              Form
                of Initial Certification

            


    

    
      	
              Exhibit
                B-2

            	
              Form
                of Interim Certification

            


    

    
      	
              Exhibit
                B-3

            	
              Form
                of Final Certification

            


    

    
      	
              Exhibit
                B-4

            	
              Form
                of Endorsement

            


    

    
      	
              Exhibit
                C

            	
              Request
                for Release of Documents and
                Receipt

            


    

    
      	
              Exhibit
                D-l

            	
              Form
                of Residual Certificate Transfer Affidavit
                (Transferee)

            


    

    
      	
              Exhibit
                D-2

            	
              Form
                of Residual Certificate Transfer Affidavit
                (Transferor)

            


    

    
      	
              Exhibit
                E

            	
              List
                of Servicing Agreements 

            


    

    
      	
              Exhibit
                F

            	
              Form
                of Rule 144A Transfer Certificate

            


    

    
      	
              Exhibit
                G

            	
              Form
                of Purchaser’s Letter for Institutional Accredited
                Investors

            


    

    
      	
              Exhibit
                H

            	
              Form
                of ERISA Transfer Affidavit

            


    

    
      	
              Exhibit
                I

            	
              [Reserved]

            


    

    
      	
              Exhibit
                J

            	
              [Reserved]

            


    

    
      	
              Exhibit
                K

            	
              List
                of Custodial Agreements 

            


    

    
      	
              Exhibit
                L-1

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

            


    

    
      	
              Exhibit
                L-2

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

            


    

    
      	
              Exhibit
                M

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

            


    

    
      	
              Exhibit
                N-1

            	
              Swap
                Agreement

            


    

    
      	
              Exhibit
                N-2

            	
              Cap
                Agreement

            


    

    
      	
              Exhibit
                O

            	
              Servicing
                Criteria to be Addressed in Report on Assessment of
                Compliance

            


    

    
      	
              Exhibit
                P

            	
              Transaction
                Parties

            


    

    
      	
              Exhibit
                Q

            	
              Additional
                Form 10-D Disclosure

            


    

    
      	
              Exhibit
                R

            	
              Additional
                Form 10-K Disclosure

            


    

    
      	
              Exhibit
                S

            	
              Additional
                Form 8-K Disclosure

            


    

    


    
      	
              Schedule
                A

            	
              Mortgage
                Loan Schedule 

            


    

    


    
      	
              Schedule
                B

            	
              Early
                Payment Default Mortgage Loan
                Schedule

            


    

    



    
      
        
        

      

      
        v

        
          

        

      

      
        
        

      

    

    

      This
        TRUST AGREEMENT (“Trust Agreement”), dated as of June 1, 2007 (the “Agreement”),
        is by and among STRUCTURED ASSET SECURITIES CORPORATION, a Delaware corporation,
        as depositor (the “Depositor”), AURORA LOAN SERVICES LLC, as master servicer
        (the “Master Servicer”), and CITIBANK, N.A., a national banking association, as
        trustee (the “Trustee”).

      


      PRELIMINARY
        STATEMENT 

      


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

       

      As
        provided herein, an election shall be made that the Trust Fund (exclusive
        of (i)
        the Basis Risk Reserve Fund, (ii) the Swap Agreement, (iii) the Swap Account,
        (iv) the Cap Agreement, (v) the Cap Account, (vi) the Supplemental Interest
        Trust, (vii) the obligation to pay Class I Shortfalls, (viii) the Collateral
        Account, (ix) any FPD Premiums and (x) the rights to receive (and the
        obligations to pay) Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls
        (collectively, the “Excluded Trust Assets”), be treated for federal income tax
        purposes as comprising five real estate mortgage investment conduits (each,
        a
“REMIC”): Pooling REMIC 1, Lower-Tier REMIC 1, Middle-Tier REMIC 1, Middle-Tier
        REMIC 2, and the Upper-Tier REMIC. 

       

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

       

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

       

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

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Middle-Tier
        REMIC 2 shall hold the uncertificated interests issued by Middle-Tier REMIC
        1,
        other than the MT1-R Interest, and shall issue several uncertificated interests.
        Each such interest, other than the Class MT2-R Interest, is hereby designated
        as
        a REMIC regular interest. The Class MT2-R Interest is hereby designated as
        the
        sole residual interest in Middle-Tier REMIC 2.

       

      The
        Upper-Tier REMIC shall hold the uncertificated interests issued by Middle-Tier
        REMIC 2, other than the Class MT2-R Interest. Each of the Offered Certificates
        represent ownership of regular interests in the Upper-Tier REMIC. Each of
        the
        Offered Certificates (other than the Class A-IO and Class M9 Certificates)
        also
        represents the right to receive Basis Risk Shortfalls or Unpaid Basis Risk
        Shortfalls. In addition, each of the Offered Certificates represents the
        obligation to pay Class I Shortfalls. For federal income tax purposes, the
        Class
        XS Component of the Class X Certificates represent ownership of regular
        interests in the Upper-Tier REMIC and also represent the obligation to make
        payments in respect of Basis Risk Shortfalls or Unpaid Basis Risk Shortfalls
        to
        the LIBOR Certificates to the extent payable from Monthly Excess Cashflow.
        The
        Class CX and Class SX Components of the Class 1-X Certificates shall not
        represent an interest in any REMIC formed hereby. The Class P Certificates
        represent ownership of regular interests in the Upper-Tier REMIC. The Class
        R
        Certificate represents ownership of the sole class of residual interest in
        the
        Upper-Tier REMIC as well as ownership of the Class LT1-R, Class MT1-R, and
        Class
        MT2-R Interests.

       

      Pooling
        REMIC 1

      


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

       

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

       

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

       

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

       


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      


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

       

      Lower-Tier
        REMIC 1

       

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


      


      
        	
                Designation

              	 	
                Initial
                  Principal 

                Balance

              	 	
                 

                Interest
                  Rate

              
	
                LT1-A

              	 	
                (5)

              	 	
                (1)

              
	
                LT1-F1

              	 	
                $       7,795,007.50

              	 	
                (2)

              
	
                LT1-V1

              	 	
                $       7,795,007.50

              	 	
                (3)

              
	
                LT1-F2

              	 	
                $       7,518,947.00

              	 	
                (2)

              
	
                LT1-V2

              	 	
                $       7,518,947.00

              	 	
                (3)

              
	
                LT1-F3

              	 	
                $       7,252,655.50

              	 	
                (2)

              
	
                LT1-V3

              	 	
                $       7,252,655.50

              	 	
                (3)

              
	
                LT1-F4

              	 	
                $       6,995,787.50

              	 	
                (2)

              
	
                LT1-V4

              	 	
                $       6,995,787.50

              	 	
                (3)

              
	
                LT1-F5

              	 	
                $       6,748,011.00

              	 	
                (2)

              
	
                LT1-V5

              	 	
                $       6,748,011.00

              	 	
                (3)

              
	
                LT1-F6

              	 	
                $       6,560,863.00

              	 	
                (2)

              
	
                LT1-V6

              	 	
                $       6,560,863.00

              	 	
                (3)

              
	
                LT1-F7

              	 	
                $       6,276,625.50

              	 	
                (2)

              
	
                LT1-V7

              	 	
                $       6,276,625.50

              	 	
                (3)

              
	
                LT1-F8

              	 	
                $       6,054,301.00

              	 	
                (2)

              
	
                LT1-V8

              	 	
                $       6,054,301.00

              	 	
                (3)

              
	
                LT1-F9

              	 	
                $       5,839,845.50

              	 	
                (2)

              
	
                LT1-V9

              	 	
                $       5,839,845.50

              	 	
                (3)

              
	
                LT1-F10

              	 	
                $       5,632,980.50

              	 	
                (2)

              
	
                LT1-V10

              	 	
                $       5,632,980.50

              	 	
                (3)

              
	
                LT1-F11

              	 	
                $     16,802,463.50

              	 	
                (2)

              
	
                LT1-V11

              	 	
                $     16,802,463.50

              	 	
                (3)

              
	
                LT1-F12

              	 	
                $       5,712,624.00

              	 	
                (2)

              
	
                LT1-V12

              	 	
                $       5,712,624.00

              	 	
                (3)

              
	
                LT1-F13

              	 	
                $       5,473,585.00

              	 	
                (2)

              
	
                LT1-V13

              	 	
                $       5,473,585.00

              	 	
                (3)

              
	
                LT1-F14

              	 	
                $       5,244,542.50

              	 	
                (2)

              


      

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      
        	
                Designation

              	 	
                Initial Principal 

                Balance

              	 	
                 

                Interest
                  Rate

              
	
                LT1-V14

              	 	
                $       5,244,542.50

              	 	
                (3)

              
	
                LT1-F15

              	 	
                $       5,025,078.00

              	 	
                (2)

              
	
                LT1-V15

              	 	
                $       5,025,078.00

              	 	
                (3)

              
	
                LT1-F16

              	 	
                $       4,814,792.50

              	 	
                (2)

              
	
                LT1-V16

              	 	
                $       4,814,792.50

              	 	
                (3)

              
	
                LT1-F17

              	 	
                $       4,785,437.00

              	 	
                (2)

              
	
                LT1-V17

              	 	
                $       4,785,437.00

              	 	
                (3)

              
	
                LT1-F18

              	 	
                $       4,412,978.00

              	 	
                (2)

              
	
                LT1-V18

              	 	
                $       4,412,978.00

              	 	
                (3)

              
	
                LT1-F19

              	 	
                $       4,438,296.50

              	 	
                (2)

              
	
                LT1-V19

              	 	
                $       4,438,296.50

              	 	
                (3)

              
	
                LT1-F20

              	 	
                $       4,042,476.50

              	 	
                (2)

              
	
                LT1-V20

              	 	
                $       4,042,476.50

              	 	
                (3)

              
	
                LT1-F21

              	 	
                $       3,895,279.50

              	 	
                (2)

              
	
                LT1-V21

              	 	
                $       3,895,279.50

              	 	
                (3)

              
	
                LT1-F22

              	 	
                $       3,827,481.00

              	 	
                (2)

              
	
                LT1-V22

              	 	
                $       3,827,481.00

              	 	
                (3)

              
	
                LT1-F23

              	 	
                $     16,520,425.00

              	 	
                (2)

              
	
                LT1-V23

              	 	
                $     16,520,425.00

              	 	
                (3)

              
	
                LT1-F24

              	 	
                $       3,330,524.00

              	 	
                (2)

              
	
                LT1-V24

              	 	
                $       3,330,524.00

              	 	
                (3)

              
	
                LT1-F25

              	 	
                $       3,168,050.00

              	 	
                (2)

              
	
                LT1-V25

              	 	
                $       3,168,050.00

              	 	
                (3)

              
	
                LT1-F26

              	 	
                $       3,044,171.50

              	 	
                (2)

              
	
                LT1-V26

              	 	
                $       3,044,171.50

              	 	
                (3)

              
	
                LT1-F27

              	 	
                $       2,926,999.00

              	 	
                (2)

              
	
                LT1-V27

              	 	
                $       2,926,999.00

              	 	
                (3)

              
	
                LT1-F28

              	 	
                $       2,767,135.00

              	 	
                (2)

              
	
                LT1-V28

              	 	
                $       2,767,135.00

              	 	
                (3)

              
	
                LT1-F29

              	 	
                $       2,602,144.50

              	 	
                (2)

              
	
                LT1-V29

              	 	
                $       2,602,144.50

              	 	
                (3)

              
	
                LT1-F30

              	 	
                $       2,658,393.00

              	 	
                (2)

              
	
                LT1-V30

              	 	
                $       2,658,393.00

              	 	
                (3)

              
	
                LT1-F31

              	 	
                $       2,367,130.50

              	 	
                (2)

              
	
                LT1-V31

              	 	
                $       2,367,130.50

              	 	
                (3)

              
	
                LT1-F32

              	 	
                $       2,394,658.50

              	 	
                (2)

              
	
                LT1-V32

              	 	
                $       2,394,658.50

              	 	
                (3)

              
	
                LT1-F33

              	 	
                $       2,191,893.50

              	 	
                (2)

              
	
                LT1-V33

              	 	
                $       2,191,893.50

              	 	
                (3)

              
	
                LT1-F34

              	 	
                $       2,052,568.50

              	 	
                (2)

              
	
                LT1-V34

              	 	
                $       2,052,568.50

              	 	
                (3)

              
	
                LT1-F35

              	 	
                $       1,932,263.00

              	 	
                (2)

              
	
                LT1-V35

              	 	
                $       1,932,263.00

              	 	
                (3)

              
	
                LT1-F36

              	 	
                $       1,796,843.00

              	 	
                (2)

              
	
                LT1-V36

              	 	
                $       1,796,843.00

              	 	
                (3)

              


      

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      
        	
                Designation

              	 	
                Initial Principal 

                Balance

              	 	
                 

                Interest
                  Rate

              
	
                LT1-F37

              	 	
                $       1,709,157.50

              	 	
                (2)

              
	
                LT1-V37

              	 	
                $       1,709,157.50

              	 	
                (3)

              
	
                LT1-F38

              	 	
                $       1,625,749.50

              	 	
                (2)

              
	
                LT1-V38

              	 	
                $       1,625,749.50

              	 	
                (3)

              
	
                LT1-F39

              	 	
                $       1,546,409.00

              	 	
                (2)

              
	
                LT1-V39

              	 	
                $       1,546,409.00

              	 	
                (3)

              
	
                LT1-F40

              	 	
                $       1,470,939.00

              	 	
                (2)

              
	
                LT1-V40

              	 	
                $       1,470,939.00

              	 	
                (3)

              
	
                LT1-F41

              	 	
                $       1,399,150.50

              	 	
                (2)

              
	
                LT1-V41

              	 	
                $       1,399,150.50

              	 	
                (3)

              
	
                LT1-F42

              	 	
                $       1,330,863.50

              	 	
                (2)

              
	
                LT1-V42

              	 	
                $       1,330,863.50

              	 	
                (3)

              
	
                LT1-F43

              	 	
                $       1,265,907.00

              	 	
                (2)

              
	
                LT1-V43

              	 	
                $       1,265,907.00

              	 	
                (3)

              
	
                LT1-F44

              	 	
                $       1,204,120.00

              	 	
                (2)

              
	
                LT1-V44

              	 	
                $       1,204,120.00

              	 	
                (3)

              
	
                LT1-F45

              	 	
                $       1,145,347.00

              	 	
                (2)

              
	
                LT1-V45

              	 	
                $       1,145,347.00

              	 	
                (3)

              
	
                LT1-F46

              	 	
                $       1,112,585.00

              	 	
                (2)

              
	
                LT1-V46

              	 	
                $       1,112,585.00

              	 	
                (3)

              
	
                LT1-F47

              	 	
                $       1,035,138.00

              	 	
                (2)

              
	
                LT1-V47

              	 	
                $       1,035,138.00

              	 	
                (3)

              
	
                LT1-F48

              	 	
                $          984,608.00

              	 	
                (2)

              
	
                LT1-V48

              	 	
                $          984,608.00

              	 	
                (3)

              
	
                LT1-F49

              	 	
                $          936,543.50

              	 	
                (2)

              
	
                LT1-V49

              	 	
                $          936,543.50

              	 	
                (3)

              
	
                LT1-F50

              	 	
                $          982,003.00

              	 	
                (2)

              
	
                LT1-V50

              	 	
                $          982,003.00

              	 	
                (3)

              
	
                LT1-F51

              	 	
                $          866,511.00

              	 	
                (2)

              
	
                LT1-V51

              	 	
                $          866,511.00

              	 	
                (3)

              
	
                LT1-F52

              	 	
                $          800,606.00

              	 	
                (2)

              
	
                LT1-V52

              	 	
                $          800,606.00

              	 	
                (3)

              
	
                LT1-F53

              	 	
                $          770,906.00

              	 	
                (2)

              
	
                LT1-V53

              	 	
                $          770,906.00

              	 	
                (3)

              
	
                LT1-F54

              	 	
                $          723,881.50

              	 	
                (2)

              
	
                LT1-V54

              	 	
                $          723,881.50

              	 	
                (3)

              
	
                LT1-F55

              	 	
                $          695,877.00

              	 	
                (2)

              
	
                LT1-V55

              	 	
                $          695,877.00

              	 	
                (3)

              
	
                LT1-F56

              	 	
                $          842,504.00

              	 	
                (2)

              
	
                LT1-V56

              	 	
                $          842,504.00

              	 	
                (3)

              
	
                LT1-F57

              	 	
                $       2,184,401.00

              	 	
                (2)

              
	
                LT1-V57

              	 	
                $       2,184,401.00

              	 	
                (3)

              
	
                LT1-F58

              	 	
                $       4,875,052.00

              	 	
                (2)

              
	
                LT1-V58

              	 	
                $       4,875,052.00

              	 	
                (3)

              
	
                LT1-F59

              	 	
                $       5,494,287.50

              	 	
                (2)

              


      

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      
        	
                Designation

              	 	
                Initial Principal 

                Balance

              	 	
                 

                Interest
                  Rate

              
	
                LT1-V59

              	 	
                $       5,494,287.50

              	 	
                (3)

              
	
                LT1-R

              	 	
                (4)

              	 	
                (4)

              


      

      ___________________________

      
        	
                (1)

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

              


      

       

      
        	
                (2)

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

              


      

       

      
        	
                (3)

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

              


      

       

      
        	
                (4)

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

              


      

       

      
        	
                (5)

              	
                This
                  interest shall have an initial principal balance equal to the aggregate
                  principal balance of the Mortgage Loans as of the Cut-off Date
                  minus the
                  aggregate initial principal balance of the other regular interests
                  in
                  Lower-Tier REMIC 1.

              


      

       

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

       

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

       

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

       

      Middle-Tier
        REMIC 1:

       

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

       


      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      
        	
                Middle-Tier
                  

                REMIC
                  1

                Designation

              	 	
                Middle-Tier
                  

                REMIC
                  1

                Interest
                  Rate

              	 	
                Initial
                  Class 

                Principal
                  Amount

              	 	
                Corresponding
                  Class of 

                Certificate(s)
                  or 

                Components

              
	
                MT1-A1

              	 	
                (1)

              	 	
                (3)

              	 	
                A1,
                  AIO

              
	
                MT1-A2

              	 	
                (1)

              	 	
                (3)

              	 	
                A2,
                  AIO

              
	
                MT1-A3

              	 	
                (1)

              	 	
                (3)

              	 	
                A3,
                  AIO

              
	
                MT1-A4

              	 	
                (1)

              	 	
                (3)

              	 	
                A4,
                  AIO

              
	
                MT1-A5

              	 	
                (1)

              	 	
                (3)

              	 	
                A5,
                  AIO

              
	
                MT1-M1

              	 	
                (1)

              	 	
                (3)

              	 	
                M1

              
	
                MT1-M2

              	 	
                (1)

              	 	
                (3)

              	 	
                M2

              
	
                MT1-M3

              	 	
                (1)

              	 	
                (3)

              	 	
                M3

              
	
                MT1-M4

              	 	
                (1)

              	 	
                (3)

              	 	
                M4

              
	
                MT1-M5

              	 	
                (1)

              	 	
                (3)

              	 	
                M5

              
	
                MT1-M6

              	 	
                (1)

              	 	
                (3)

              	 	
                M6

              
	
                MT1-M7

              	 	
                (1)

              	 	
                (3)

              	 	
                M7

              
	
                MT1-M8

              	 	
                (1)

              	 	
                (3)

              	 	
                M8

              
	
                MT1-M9

              	 	
                (1)

              	 	
                (3)

              	 	
                M9

              
	
                MT1-M10

              	 	
                (1)

              	 	
                (3)

              	 	
                M10

              
	
                MT1-M11

              	 	
                (1)

              	 	
                (3)

              	 	
                M11

              
	
                MT1-Q

              	 	
                (1)

              	 	
                (4)

              	 	
                N/A

              
	
                MT1-IO

              	 	
                (2)

              	 	
                (2)

              	 	
                N/A

              
	
                MT1-R

              	 	
                (5)

              	 	
                (5)

              	 	
                R

              


      

      ___________________________

      
        	 	
                (1)

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


              


      

       

      
        	 	
                (2)

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

              


      

       

      
        	
                Distribution
                  Dates

              	
                Lower-Tier
                  REMIC 

                1
                  Designation

              
	
                2

              	
                LT1-F1

              
	
                2-3

              	
                LT1-F2

              
	
                2-4

              	
                LT1-F3

              
	
                2-5

              	
                LT1-F4

              
	
                2-6

              	
                LT1-F5

              
	
                2-7

              	
                LT1-F6

              
	
                2-8

              	
                LT1-F7

              
	
                2-9

              	
                LT1-F8

              
	
                2-10

              	
                LT1-F9

              
	
                2-11

              	
                LT1-F10

              
	
                2-12

              	
                LT1-F11

              


      

      



      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      


      


      
        	
                2-13

              	
                LT1-F12

              
	
                2-14

              	
                LT1-F13

              
	
                2-15

              	
                LT1-F14

              
	
                2-16

              	
                LT1-F15

              
	
                2-17

              	
                LT1-F16

              
	
                2-18

              	
                LT1-F17

              
	
                2-19

              	
                LT1-F18

              
	
                2-20

              	
                LT1-F19

              
	
                2-21

              	
                LT1-F20

              
	
                2-22

              	
                LT1-F21

              
	
                2-23

              	
                LT1-F22

              
	
                2-24

              	
                LT1-F23

              
	
                2-25

              	
                LT1-F24

              
	
                2-26

              	
                LT1-F25

              
	
                2-27

              	
                LT1-F26

              
	
                2-28

              	
                LT1-F27

              
	
                2-29

              	
                LT1-F28

              
	
                2-30

              	
                LT1-F29

              
	
                2-31

              	
                LT1-F30

              
	
                2-32

              	
                LT1-F31

              
	
                2-33

              	
                LT1-F32

              
	
                2-34

              	
                LT1-F33

              
	
                2-35

              	
                LT1-F34

              
	
                2-36

              	
                LT1-F35

              
	
                2-37

              	
                LT1-F36

              
	
                2-38

              	
                LT1-F37

              
	
                2-39

              	
                LT1-F38

              
	
                2-40

              	
                LT1-F39

              
	
                2-41

              	
                LT1-F40

              
	
                2-42

              	
                LT1-F41

              
	
                2-43

              	
                LT1-F42

              
	
                2-44

              	
                LT1-F43

              
	
                2-45

              	
                LT1-F44

              
	
                2-46

              	
                LT1-F45

              
	
                2-47

              	
                LT1-F46

              
	
                2-48

              	
                LT1-F47

              
	
                2-49

              	
                LT1-F48

              
	
                2-50

              	
                LT1-F49

              
	
                2-51

              	
                LT1-F50

              
	
                2-52

              	
                LT1-F51

              
	
                2-53

              	
                LT1-F52

              
	
                2-54

              	
                LT1-F53

              
	
                2-55

              	
                LT1-F54

              
	
                2-56

              	
                LT1-F55

              
	
                2-57

              	
                LT1-F56

              
	
                2-58

              	
                LT1-F57

              
	
                2-59

              	
                LT1-F58

              
	
                2-60

              	
                LT1-F59

              


      

      


       


      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      


      
        	 	
                (3)

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

              


      

       

      
        	 	
                (4)

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

              


      

       

      
        	 	
                (5)

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

              


      

       

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

       

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

       

      (a)
        First, to the Class MT1-A1, Class MT1-A2, Class MT1-A3, Class MT1-A4, Class
        MT1-A5, Class MT1-M1, Class MT1-M2, Class MT1-M3, Class MT1-M4, Class MT1-M5,
        Class MT1-M6, Class MT1-M7, Class MT1-M8, Class MT1-M9, Class MT1-M10 and
        Class
        MT1-M11 Interests until the principal balance of each such interest equals
        one-half of the Class Principal Amount of the Corresponding Class of
        Certificates immediately after such Distribution Date; and

       

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

       

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

       

      Middle-Tier
        REMIC 2:

       

      The
        following table sets forth the designations, principal balances and interest
        rates for each interest in Middle-Tier REMIC 2, each of which (other than
        the
        Class MT2-R Interest) is hereby designated as a regular interest in Middle-Tier
        REMIC 2 (the “Middle-Tier REMIC 2 Regular Interests”):

       


      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      
        	
                Middle-Tier
                  

                REMIC
                  2

                Designation

              	 	
                Middle-Tier
                  

                REMIC
                  2

                Interest
                  Rate

              	 	
                Initial
                  Class 

                Principal
                  Amount

              	 	
                Corresponding
                  Class of 

                Certificate(s)
                  or 

                Components

              
	
                MT2-A1

              	 	
                (2)

              	 	
                (7)

              	 	
                A1,
                  AIO

              
	
                MT2-A2

              	 	
                (3)

              	 	
                (7)

              	 	
                A2,
                  AIO

              
	
                MT2-A3

              	 	
                (4)

              	 	
                (7)

              	 	
                A3,
                  AIO

              
	
                MT2-A4

              	 	
                (5)

              	 	
                (7)

              	 	
                A4,
                  AIO

              
	
                MT2-A5

              	 	
                (6)

              	 	
                (7)

              	 	
                A5,
                  AIO

              
	
                MT2-M1

              	 	
                (1)

              	 	
                (7)

              	 	
                M1

              
	
                MT2-M2

              	 	
                (1)

              	 	
                (7)

              	 	
                M2

              
	
                MT2-M3

              	 	
                (1)

              	 	
                (7)

              	 	
                M3

              
	
                MT2-M4

              	 	
                (1)

              	 	
                (7)

              	 	
                M4

              
	
                MT2-M5

              	 	
                (1)

              	 	
                (7)

              	 	
                M5

              
	
                MT2-M6

              	 	
                (1)

              	 	
                (7)

              	 	
                M6

              
	
                MT2-M7

              	 	
                (1)

              	 	
                (7)

              	 	
                M7

              
	
                MT2-M8

              	 	
                (1)

              	 	
                (7)

              	 	
                M8

              
	
                MT1-M9

              	 	
                (1)

              	 	
                (7)

              	 	
                M9

              
	
                MT1-M10

              	 	
                (1)

              	 	
                (7)

              	 	
                M10

              
	
                MT1-M11

              	 	
                (1)

              	 	
                (7)

              	 	
                M11

              
	
                MT2-X

              	 	
                (1)

              	 	
                (4)

              	 	
                N/A

              
	
                MT1-R

              	 	
                (8)

              	 	
                (8)

              	 	
                R

              


      

      ___________________________

      
        	
                (1)

              	
                The
                  interest rate with respect to any Distribution Date (and the related
                  Accrual Period) for each of these Middle-Tier Interests in Middle-Tier
                  REMIC 2 is a per annum rate equal to the interest rate of its
                  Corresponding Class of Certificates or Components, determined by
                  substituting the REMIC Net Funds Cap for the applicable Net Funds
                  Cap.

              


      

      


      
        	
                (2)

              	
                The
                  interest rate with respect to any Distribution Date (and the related
                  Accrual Period) for this Middle-Tier Interest in Middle-Tier REMIC
                  2 is a
                  per annum rate equal to the lesser of (i) LIBOR plus a margin of
                  0.13% (or
                  a margin of .26% after the Initial Optional Termination Date),
                  subject to
                  a floor of 6.38% (6.26%, after the Initial Optional Termination
                  Date) and
                  (ii) the REMIC Net Funds Cap.

              


      

      


      
        	
                (3)

              	
                The
                  interest rate with respect to any Distribution Date (and the related
                  Accrual Period) for this Middle-Tier Interest in Middle-Tier REMIC
                  2 is a
                  per annum rate equal to the lesser of (i) LIBOR plus a margin of
                  0.21% (or
                  a margin of .42% after the Initial Optional Termination Date),
                  subject to
                  a floor of 6.46% (6.42%, after the Initial Optional Termination
                  Date) and
                  (ii) the REMIC Net Funds Cap.

              


      

      


      
        	
                (4)

              	
                The
                  interest rate with respect to any Distribution Date (and the related
                  Accrual Period) for this Middle-Tier Interest in Middle-Tier REMIC
                  2 is a
                  per annum rate equal to the lesser of (i) LIBOR plus a margin of
                  0.26% (or
                  a margin of .52% after the Initial Optional Termination Date),
                  subject to
                  a floor of 6.51% (6.52%, after the Initial Optional Termination
                  Date) and
                  (ii) the REMIC Net Funds Cap.

              


      

      


      
        	
                (5)

              	
                The
                  interest rate with respect to any Distribution Date (and the related
                  Accrual Period) for this Middle-Tier Interest in Middle-Tier REMIC
                  2 is a
                  per annum rate equal to the lesser of (i) LIBOR plus a margin of
                  0.35% (or
                  a margin of .70% after the Initial Optional Termination Date),
                  subject to
                  a floor of 6.60% (6.70%, after the Initial Optional Termination
                  Date) and
                  (ii) the REMIC Net Funds Cap.

              


      

      


      
        	
                (6)

              	
                The
                  interest rate with respect to any Distribution Date (and the related
                  Accrual Period) for this Middle-Tier Interest in Middle-Tier REMIC
                  2 is a
                  per annum rate equal to the lesser of (i) LIBOR plus a margin of
                  0.30% (or
                  a margin of .60% after the Initial Optional Termination Date),
                  subject to
                  a floor of 6.55% (6.60%, after the Initial Optional Termination
                  Date) and
                  (ii) the REMIC Net Funds Cap.

              


      

      


      
        	
                (7)

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

              


      

      


      
        	
                (8)

              	
                The
                  MT2-R Interest is the sole Class of residual interest in Middle-Tier
                  REMIC
                  2. It does not have an interest rate or a principal balance.
                  

              


      


      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      


      
        	
                (9)

              	
                This
                  interest shall have an initial principal balance equal to the amount
                  of
                  the initial overcollateralization, but shall not accrue interest
                  on that
                  balance. This interest shall also comprise two notional components,
                  each
                  of which represents a regular interest in Middle-Tier REMIC 2.
                  The first
                  such component has a notional balance that will at all times equal
                  the
                  aggregate of the outstanding principal amounts of the Middle-Tier
                  Interests in Middle-Tier REMIC 1, and, for each Distribution Date
                  (and the
                  related Accrual Period) this notional component shall bear interest
                  at a
                  per annum rate equal to the excess, if any, of (i) the weighted
                  average of
                  the interest rates on the Middle-Tier Interests in Middle-Tier
                  REMIC 1
                  (other than any interest-only regular interest), over (ii) the
                  Adjusted
                  Middle Tier REMIC 1 WAC. The second notional component represents
                  the
                  right to receive all distributions in respect of the Class MT1-IO
                  Interest
                  in Middle-Tier REMIC 1.

              


      

       

      On
        each
        Distribution Date, interest shall be distributed on the Lower-Tier Interests
        in
        Middle-Tier REMIC 2 based on the above-described interest rates. 

       

      On
        each
        Distribution Date principal shall be distributed to each Middle-Tier Interest
        in
        Middle-Tier REMIC 2 (other than the Class MT2-X and Class MT2-R Interests)
        until
        the principal balance of each such interest equals the Class Principal Amount
        of
        the Corresponding Class of Certificates immediately after such Distribution
        Date. Realized Losses shall be allocated among the interests in Middle-Tier
        REMIC 2 in the same manner as principal is allocated. 

       

      On
        each
        Distribution Date, the Trustee shall be deemed to have distributed the
        Prepayment Premiums passed through with respect to the MT1-Q Interest in
        Middle-Tier REMIC 1 on such Distribution Date to the Class MT2-X
        Interest.

       

      The
        Certificates

      


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

       

      
        
          	
                   

                  Class
                    Designation

                	 	
                  Interest
                    Rate

                	 	
                  Initial
                    Class

                  Principal
                    Amount

                  or
                    Class Notional 

                  Amount
                    ($)

                	 	
                  Minimum
                    

                  Denominations

                
	
                   

                	 	
                   

                	 	
                   

                	 	
                   

                
	
                  Class
                    A1

                	 	
                  (1)

                	 	
                  $255,779,000

                	 	
                       $25,000

                
	
                  Class
                    A2

                	 	
                  (2)

                	 	
                  $102,112,000

                	 	
                       $25,000

                
	
                  Class
                    A3

                	 	
                  (3)

                	 	
                    $46,653,000

                	 	
                       $25,000

                
	
                  Class
                    A4

                	 	
                  (4)

                	 	
                      $5,831,000

                	 	
                       $25,000

                
	
                  Class
                    A5

                	 	
                  (5)

                	 	
                    $45,599,000

                	 	
                       $25,000

                
	
                  Class
                    AIO

                	 	
                  (6)

                	 	
                  (6)

                	 	
                  $1,000,000

                
	
                  Class
                    M1

                	 	
                  (7)

                	 	
                    $12,268,000

                	 	
                     $100,000

                
	
                  Class
                    M2

                	 	
                  (8)

                	 	
                      $9,968,000

                	 	
                     $100,000

                
	
                  Class
                    M3

                	 	
                  (9)

                	 	
                      $3,578,000

                	 	
                     $100,000

                
	
                  Class
                    M4

                	 	
                  (10

                	 	
                      $3,833,000

                	 	
                     $100,000

                
	
                  Class
                    M5

                	 	
                  (11)

                	 	
                      $2,555,000

                	 	
                     $100,000

                
	
                  Class
                    M6

                	 	
                  (12)

                	 	
                      $2,555,000

                	 	
                     $100,000

                


        

      

       

       

      
 


      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      


      


      
        	
                 

                Class
                  Designation

              	 	
                Interest
                  Rate

              	 	
                Initial
                  Class

                Principal
                  Amount

                or
                  Class Notional 

                Amount
                  ($)

              	 	
                Minimum
                  

                Denominations

              
	
                Class
                  M7

              	 	
                (13)

              	 	
                $2,555,000

              	 	
                $100,000

              
	
                Class
                  M8

              	 	
                (14)

              	 	
                $2,555,000

              	 	
                $100,000

              
	
                Class
                  M9

              	 	
                (15)

              	 	
                $2,555,000

              	 	
                $100,000

              
	
                Class
                  M10

              	 	
                (16)

              	 	
                $2,555,000

              	 	
                $100,000

              
	
                Class
                  M11

              	 	
                (17)

              	 	
                $3,322,000

              	 	
                $100,000

              
	
                Class
                  P

              	 	
                (18)

              	 	
                (18)

              	 	
                (22)

              
	
                Class
                  X

              	 	
                (19)

              	 	
                (19)

              	 	
                (22)

              
	
                Class
                  R

              	 	
                (20)

              	 	
                (20)

              	 	
                (22)

              
	
                Class
                  LT-R

              	 	
                (21)

              	 	
                (21)

              	 	
                (22)

              


      

      _________________

       

      
        	
                (1)

              	
                The
                  Certificate Interest Rate with respect to any Distribution Date
                  (and the
                  related Accrual Period) for the Class A1 Certificates is the per
                  annum
                  rate equal to the lesser of (i) LIBOR plus 0.130% and (ii) the
                  Senior Net
                  Funds Cap for such Distribution Date;
                  provided,
                  that if the Mortgage Loans and related property are not purchased
                  pursuant
                  to Section 7.01(b) on the Initial Optional Termination Date, then
                  with
                  respect to each subsequent Distribution Date the per annum rate
                  calculated
                  pursuant to clause (i) above with respect to the Class A1 Certificates
                  will be LIBOR plus 0.260%. For purposes of the REMIC Provisions,
                  the
                  reference to “Senior Net Funds Cap” in clause (ii) of the preceding
                  sentence shall be deemed to be a reference to the REMIC Net Funds
                  Cap. For
                  any Distribution Date on which the Certificate Interest Rate for
                  the Cass
                  A1 Certificates is based on the Senior Net Funds Cap, the amount
                  of
                  interest that would have been payable on such Certificates if the
                  REMIC
                  Net Funds Cap were substituted for the Senior Net Funds Cap over
                  the
                  amount actually payable thereon shall be treated as having been
                  paid to
                  the owners of the Class A1 Certificates and then deposited by such
                  owners
                  into the Supplemental Interest Trust pursuant to Section 10.01(n)
                  hereof.
                  

              


      

       

      
        	
                (2)

              	
                The
                  Certificate Interest Rate with respect to any Distribution Date
                  (and the
                  related Accrual Period) for the Class A2 Certificates is the per
                  annum
                  rate equal to the lesser of (i) LIBOR plus 0.210% and (ii) the
                  Senior Net
                  Funds Cap for such Distribution Date; provided, that if the Mortgage
                  Loans
                  and related property are not purchased pursuant to Section 7.01(b)
                  on the
                  Initial Optional Termination Date, then with respect to each subsequent
                  Distribution Date the per annum rate calculated pursuant to clause
                  (i)
                  above with respect to the Class A2 Certificates will be LIBOR plus
                  0.420%.
                  For purposes of the REMIC Provisions, the reference to “Senior Net Funds
                  Cap” in clause (ii) of the preceding sentence shall be deemed to be
                  a
                  reference to the REMIC Net Funds Cap. For any Distribution Date
                  on which
                  the Certificate Interest Rate for the Cass A2 Certificates is based
                  on the
                  Senior Net Funds Cap, the amount of interest that would have been
                  payable
                  on such Certificates if the REMIC Net Funds Cap were substituted
                  for the
                  Senior Net Funds Cap over the amount actually payable thereon shall
                  be
                  treated as having been paid to the owners of the Class A2 Certificates
                  and
                  then deposited by such owners into the Supplemental Interest Trust
                  pursuant to Section 10.01(n) hereof.


              


      

       

      
        	
                (3)

              	
                The
                  Certificate Interest Rate with respect to any Distribution Date
                  (and the
                  related Accrual Period) for the Class A3 Certificates is the per
                  annum
                  rate equal to the lesser of (i) LIBOR plus 0.260% and (ii) the
                  Senior Net
                  Funds Cap for such Distribution Date; provided, that if the Mortgage
                  Loans
                  and related property are not purchased pursuant to Section 7.01(b)
                  on the
                  Initial Optional Termination Date, then with respect to each subsequent
                  Distribution Date the per annum rate calculated pursuant to clause
                  (i)
                  above with respect to the Class A3 Certificates will be LIBOR plus
                  0.520%.
                  For purposes of the REMIC Provisions, the reference to “Senior Net Funds
                  Cap” in clause (ii) of the preceding sentence shall be deemed to be
                  a
                  reference to the REMIC Net Funds Cap. For any Distribution Date
                  on which
                  the Certificate Interest Rate for the Cass A3 Certificates is based
                  on the
                  Senior Net Funds Cap, the amount of interest that would have been
                  payable
                  on such Certificates if the REMIC Net Funds Cap were substituted
                  for the
                  Senior Net Funds Cap over the amount actually payable thereon shall
                  be
                  treated as having been paid to the owners of the Class A3 Certificates
                  and
                  then deposited by such owners into the Supplemental Interest Trust
                  pursuant to Section 10.01(n) hereof.


              


      

       

      
        	
                (4)

              	
                The
                  Certificate Interest Rate with respect to any Distribution Date
                  (and the
                  related Accrual Period) for the Class A4 Certificates is the per
                  annum
                  rate equal to the lesser of (i) LIBOR plus 0.350% and (ii) the
                  Senior Net
                  Funds Cap for such Distribution Date; provided, that if the Mortgage
                  Loans
                  and related property are not purchased pursuant to Section 7.01(b)
                  on the
                  Initial Optional Termination Date, then with respect to each subsequent
                  Distribution Date the per annum rate calculated pursuant to clause
                  (i)
                  above with respect to the Class A4 Certificates will be LIBOR plus
                  0.700%.
                  For purposes of the REMIC Provisions, the reference to “Senior Net Funds
                  Cap” in clause (ii) of the preceding sentence shall be deemed to be
                  a
                  reference to the REMIC Net Funds Cap. For any Distribution Date
                  on which
                  the Certificate Interest Rate for the Cass A4 Certificates is based
                  on the
                  Senior Net Funds Cap, the amount of interest that would have been
                  payable
                  on such Certificates if the REMIC Net Funds Cap were substituted
                  for the
                  Senior Net Funds Cap over the amount actually payable thereon shall
                  be
                  treated as having been paid to the owners of the Class A4 Certificates
                  and
                  then deposited by such owners into the Supplemental Interest Trust
                  pursuant to Section 10.01(n) hereof.


              


      


      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      


       

      
        	
                (5)

              	
                The
                  Certificate Interest Rate with respect to any Distribution Date
                  (and the
                  related Accrual Period) for the Class A5 Certificates is the per
                  annum
                  rate equal to the lesser of (i) LIBOR plus 0.300% and (ii) the
                  Senior Net
                  Funds Cap for such Distribution Date; provided, that if the Mortgage
                  Loans
                  and related property are not purchased pursuant to Section 7.01(b)
                  on the
                  Initial Optional Termination Date, then with respect to each subsequent
                  Distribution Date the per annum rate calculated pursuant to clause
                  (i)
                  above with respect to the Class A5 Certificates will be LIBOR plus
                  0.600%.
                  For purposes of the REMIC Provisions, the reference to “Senior Net Funds
                  Cap” in clause (ii) of the preceding sentence shall be deemed to be
                  a
                  reference to the REMIC Net Funds Cap. For any Distribution Date
                  on which
                  the Certificate Interest Rate for the Class A5 Certificates is
                  based on
                  the Senior Net Funds Cap, the amount of interest that would have
                  been
                  payable on such Certificates if the REMIC Net Funds Cap were substituted
                  for the Senior Net Funds Cap over the amount actually payable thereon
                  shall be treated as having been paid to the owners of the Certificates
                  and
                  then deposited by such owners into the Supplemental Interest Trust
                  pursuant to Section 10.01(n) hereof.


              


      

       

      
        	
                (6)

              	
                The
                  Class AIO Certificates are interest-only certificates; until and
                  including
                  the distribution date in April 2012, they shall accrue interest
                  on a
                  notional amount equal to the aggregate class principal amount of
                  the Class
                  A1, Class A2, Class A3, Class A4 and Class A5 Certificates, at
                  a
                  Certificate Interest Rate equal to the
                  excess if any of (x) the lesser of 6.250% (on or prior to the Initial
                  Optional Termination Date) or 6.00% (after the Initial Optional
                  Termination Date) over LIBOR and (y) the excess, if any, of (a)
                  the Senior
                  Net Funds Cap over (b) the Weighted Average Bond Coupon of the
                  Senior
                  Certificates (other than the Class AIO Certificates). For purposes
                  of the
                  REMIC Provisions, the REMIC regular interest evidenced by the Class
                  AIO
                  Certificates shall bear interest for each Distribution Date prior
                  to the
                  Distribution Date in April 2012 at a per annum rate equal to the
                  excess if
                  any of (x) the lesser of 6.250% (6.00% after the Initial Optional
                  Termination Date) and the REMIC Net Funds Cap over (y) LIBOR. On
                  any
                  Distribution Date on which the Certificate Interest Rate for the
                  Class AIO
                  Certificates exceeds the interest rate of its corresponding REMIC
                  regular
                  interest, interest accruals based on such excess shall be treated
                  as
                  having been paid from the Basis Risk Reserve Fund or the Supplemental
                  Interest Trust, as applicable; on any Distribution Date on which
                  the
                  Certificate Interest Rate on the Class AIO Certificates is less
                  than the
                  interest rate of its corresponding REMIC regular interest, the
                  amount of
                  interest that accrued on such REMIC regular interest in excess
                  of the
                  amount of interest accrued on the Class AIO Certificates shall
                  be treated
                  as having been paid by the Class AIO Certificateholders to the
                  Supplemental Interest Trust, all pursuant to and as further provided
                  in
                  Section 10.01(n) hereof.

              


      

       

      
        	
                (7)

              	
                The
                  Certificate Interest Rate with respect to any Distribution Date
                  (and the
                  related Accrual Period) for the Class M1 Certificates is the per
                  annum
                  rate equal to the lesser of (i) LIBOR plus 0.450% and (ii) the
                  Subordinate
                  Net Funds Cap for such Distribution Date, provided, that if the
                  Mortgage
                  Loans and related property are not purchased pursuant to Section
                  7.01(b)
                  on the Initial Optional Termination Date, then with respect to
                  each
                  subsequent Distribution Date the per annum rate calculated pursuant
                  to
                  clause (i) above with respect to the Class M1 Certificates will
                  be LIBOR
                  plus 0.675%. For purposes of the REMIC Provisions, the reference
                  to
                  “Subordinate Net Funds Cap” in clause (ii) of the preceding sentence shall
                  be deemed to be a reference to the REMIC Net Funds Cap. For any
                  Distribution Date on which the Certificate Interest Rate for the
                  Class M1
                  Certificates is based on the Subordinate Net Funds Cap, the amount
                  of
                  interest that would have been payable on such Certificates if the
                  REMIC
                  Net Funds Cap were substituted for the Subordinate Net Funds Cap
                  over the
                  amount actually payable thereon shall be treated as having been
                  paid to
                  the owners of the Class M1 Certificates and then deposited by such
                  owners
                  into the Supplemental Interest Trust pursuant to Section 10.01(n)
                  hereof.
                  

              


      


      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      


       

      
        	
                (8)

              	
                The
                  Certificate Interest Rate with respect to any Distribution Date
                  (and the
                  related Accrual Period) for the Class M2 Certificates is the per
                  annum
                  rate equal to the lesser of (i) LIBOR plus 0.550% and (ii) the
                  Subordinate
                  Net Funds Cap for such Distribution Date, provided, that if the
                  Mortgage
                  Loans and related property are not purchased pursuant to Section
                  7.01(b)
                  on the Initial Optional Termination Date, then with respect to
                  each
                  subsequent Distribution Date the per annum rate calculated pursuant
                  to
                  clause (i) above with respect to the Class M2 Certificates will
                  be LIBOR
                  plus 0.825%. For purposes of the REMIC Provisions, the reference
                  to
                  “Subordinate Net Funds Cap” in clause (ii) of the preceding sentence shall
                  be deemed to be a reference to the REMIC Net Funds Cap. For any
                  Distribution Date on which the Certificate Interest Rate for the
                  Cass M2
                  Certificates is based on the Subordinate Net Funds Cap, the amount
                  of
                  interest that would have been payable on such Certificates if the
                  REMIC
                  Net Funds Cap were substituted for the Subordinate Net Funds Cap
                  over the
                  amount actually payable thereon shall be treated as having been
                  paid to
                  the owners of the Class M2 Certificates and then deposited by such
                  owners
                  into the Supplemental Interest Trust pursuant to Section 10.01(n)
                  hereof.
                  

              


      

       

      
        	
                (9)

              	
                The
                  Certificate Interest Rate with respect to any Distribution Date
                  (and the
                  related Accrual Period) for the Class M3 Certificates is the per
                  annum
                  rate equal to the lesser of (i) LIBOR plus 0.750% and (ii) the
                  Subordinate
                  Net Funds Cap for such Distribution Date, provided, that if the
                  Mortgage
                  Loans and related property are not purchased pursuant to Section
                  7.01(b)
                  on the Initial Optional Termination Date, then with respect to
                  each
                  subsequent Distribution Date the per annum rate calculated pursuant
                  to
                  clause (i) above with respect to the Class M3 Certificates will
                  be LIBOR
                  plus 1.125%. For purposes of the REMIC Provisions, the reference
                  to
                  “Subordinate Net Funds Cap” in clause (ii) of the preceding sentence shall
                  be deemed to be a reference to the REMIC Net Funds Cap. For any
                  Distribution Date on which the Certificate Interest Rate for the
                  Cass M3
                  Certificates is based on the Subordinate Net Funds Cap, the amount
                  of
                  interest that would have been payable on such Certificates if the
                  REMIC
                  Net Funds Cap were substituted for the Subordinate Net Funds Cap
                  over the
                  amount actually payable thereon shall be treated as having been
                  paid to
                  the owners of the Class M3 Certificates and then deposited by such
                  owners
                  into the Supplemental Interest Trust pursuant to Section 10.01(n)
                  hereof.
                  

              


      

       

      
        	
                (10)

              	
                The
                  Certificate Interest Rate with respect to any Distribution Date
                  (and the
                  related Accrual Period) for the Class M4 Certificates is the per
                  annum
                  rate equal to the lesser of (i) LIBOR plus 1.000% and (ii) the
                  Subordinate
                  Net Funds Cap for such Distribution Date, provided, that if the
                  Mortgage
                  Loans and related property are not purchased pursuant to Section
                  7.01(b)
                  on the Initial Optional Termination Date, then with respect to
                  each
                  subsequent Distribution Date the per annum rate calculated pursuant
                  to
                  clause (i) above with respect to the Class M4 Certificates will
                  be LIBOR
                  plus 1.500%. For purposes of the REMIC Provisions, the reference
                  to
                  “Subordinate Net Funds Cap” in clause (ii) of the preceding sentence shall
                  be deemed to be a reference to the REMIC Net Funds Cap. For any
                  Distribution Date on which the Certificate Interest Rate for the
                  Cass M4
                  Certificates is based on the Subordinate Net Funds Cap, the amount
                  of
                  interest that would have been payable on such Certificates if the
                  REMIC
                  Net Funds Cap were substituted for the Subordinate Net Funds Cap
                  over the
                  amount actually payable thereon shall be treated as having been
                  paid to
                  the owners of the Class M4 Certificates and then deposited by such
                  owners
                  into the Supplemental Interest Trust pursuant to Section 10.01(n)
                  hereof.
                  

              


      

       

      
        	
                (11)

              	
                The
                  Certificate Interest Rate with respect to any Distribution Date
                  (and the
                  related Accrual Period) for the Class M5 Certificates is the per
                  annum
                  rate equal to the lesser of (i) LIBOR plus 1.250% and (ii) the
                  Subordinate
                  Net Funds Cap for such Distribution Date, provided, that if the
                  Mortgage
                  Loans and related property are not purchased pursuant to Section
                  7.01(b)
                  on the Initial Optional Termination Date, then with respect to
                  each
                  subsequent Distribution Date the per annum rate calculated pursuant
                  to
                  clause (i) above with respect to the Class M5 Certificates will
                  be LIBOR
                  plus 1.875%. For purposes of the REMIC Provisions, the reference
                  to
                  “Subordinate Net Funds Cap” in clause (ii) of the preceding sentence shall
                  be deemed to be a reference to the REMIC Net Funds Cap. For any
                  Distribution Date on which the Certificate Interest Rate for the
                  Cass M5
                  Certificates is based on the Subordinate Net Funds Cap, the amount
                  of
                  interest that would have been payable on such Certificates if the
                  REMIC
                  Net Funds Cap were substituted for the Subordinate Net Funds Cap
                  over the
                  amount actually payable thereon shall be treated as having been
                  paid to
                  the owners of the Class M5 Certificates and then deposited by such
                  owners
                  into the Supplemental Interest Trust pursuant to Section 10.01(n)
                  hereof.

              


      

       

      
        	
                (12)

              	
                The
                  Certificate Interest Rate with respect to any Distribution Date
                  (and the
                  related Accrual Period) for the Class M6 Certificates is the per
                  annum
                  rate equal to the lesser of (i) LIBOR plus 1.750% and (ii) the
                  Subordinate
                  Net Funds Cap for such Distribution Date, provided, that if the
                  Mortgage
                  Loans and related property are not purchased pursuant to Section
                  7.01(b)
                  on the Initial Optional Termination Date, then with respect to
                  each
                  subsequent Distribution Date the per annum rate calculated pursuant
                  to
                  clause (i) above with respect to the Class M6 Certificates will
                  be LIBOR
                  plus 2.625%. For purposes of the REMIC Provisions, the reference
                  to
                  “Subordinate Net Funds Cap” in clause (ii) of the preceding sentence shall
                  be deemed to be a reference to the REMIC Net Funds Cap. For any
                  Distribution Date on which the Certificate Interest Rate for the
                  Cass M6
                  Certificates is based on the Subordinate Net Funds Cap, the amount
                  of
                  interest that would have been payable on such Certificates if the
                  REMIC
                  Net Funds Cap were substituted for the Subordinate Net Funds Cap
                  over the
                  amount actually payable thereon shall be treated as having been
                  paid to
                  the owners of the Class M6 Certificates and then deposited by such
                  owners
                  into the Supplemental Interest Trust pursuant to Section 10.01(n)
                  hereof.

              


      


      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      


       

      
        	
                (13)

              	
                The
                  Certificate Interest Rate with respect to any Distribution Date
                  (and the
                  related Accrual Period) for the Class M7 Certificates is the per
                  annum
                  rate equal to the lesser of (i) LIBOR plus 2.000% and (ii) the
                  Subordinate
                  Net Funds Cap for such Distribution Date, provided, that if the
                  Mortgage
                  Loans and related property are not purchased pursuant to Section
                  7.01(b)
                  on the Initial Optional Termination Date, then with respect to
                  each
                  subsequent Distribution Date the per annum rate calculated pursuant
                  to
                  clause (i) above with respect to the Class M7 Certificates will
                  be LIBOR
                  plus 3.000%. For purposes of the REMIC Provisions, the reference
                  to
                  “Subordinate Net Funds Cap” in clause (ii) of the preceding sentence shall
                  be deemed to be a reference to the REMIC Net Funds Cap. For any
                  Distribution Date on which the Certificate Interest Rate for the
                  Cass M7
                  Certificates is based on the Subordinate Net Funds Cap, the amount
                  of
                  interest that would have been payable on such Certificates if the
                  REMIC
                  Net Funds Cap were substituted for the Subordinate Net Funds Cap
                  over the
                  amount actually payable thereon shall be treated as having been
                  paid to
                  the owners of the Class M7 Certificates and then deposited by such
                  owners
                  into the Supplemental Interest Trust pursuant to Section 10.01(n)
                  hereof.

              


      

       

      
        	
                (14)

              	
                The
                  Certificate Interest Rate with respect to any Distribution Date
                  (and the
                  related Accrual Period) for the Class M8 Certificates is the per
                  annum
                  rate equal to the lesser of (i) LIBOR plus 2.000% and (ii) the
                  Subordinate
                  Net Funds Cap for such Distribution Date, provided, that if the
                  Mortgage
                  Loans and related property are not purchased pursuant to Section
                  7.01(b)
                  on the Initial Optional Termination Date, then with respect to
                  each
                  subsequent Distribution Date the per annum rate calculated pursuant
                  to
                  clause (i) above with respect to the Class M8 Certificates will
                  be LIBOR
                  plus 3.000%. For purposes of the REMIC Provisions, the reference
                  to
                  “Subordinate Net Funds Cap” in clause (ii) of the preceding sentence shall
                  be deemed to be a reference to the REMIC Net Funds Cap. For any
                  Distribution Date on which the Certificate Interest Rate for the
                  Cass M8
                  Certificates is based on the Subordinate Net Funds Cap, the amount
                  of
                  interest that would have been payable on such Certificates if the
                  REMIC
                  Net Funds Cap were substituted for the Subordinate Net Funds Cap
                  over the
                  amount actually payable thereon shall be treated as having been
                  paid to
                  the owners of the Class M8 Certificates and then deposited by such
                  owners
                  into the Supplemental Interest Trust pursuant to Section 10.01(n)
                  hereof.

              


      

       

      
        	
                (15)

              	
                The
                  Class M9 Certificates are Principal-Only Certificates which do
                  not bear
                  interest at a stated rate.

              


      

       

      
        	
                (16)

              	
                The
                  Class M10 Certificates are Principal-Only Certificates which do
                  not bear
                  interest at a stated rate.

              


      

       

      
        	
                (17)

              	
                The
                  Class M11 Certificates are Principal-Only Certificates which do
                  not bear
                  interest at a stated rate.

              


      

       

      
        	
                (18)

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

              


      

       

      
        	
                (19)

              	
                The
                  Class X Certificates shall represent ownership of the Class XS
                  Component.
                  For purposes of the REMIC Provisions, the XS Component of the Class
                  X
                  Certificates shall be entitled to receive all amounts distributable
                  on the
                  Class MT2-X interest minus $100.00 allocated to the Class P Certificates
                  to create the $100 Class P Principal Amount. The distributions
                  on the
                  Class MT2-X interest in respect of the Class MT1-IO Interest in
                  Middle-Tier REMIC 1 is referred to herein as the “Class I” interest. In
                  addition, for purposes of the REMIC Provisions, the Class XS Component
                  of
                  the Class X Certificates shall represent beneficial ownership of
                  the Basis
                  Risk Reserve Fund and an interest in the notional principal contracts
                  described in Section 10.01(n) hereof. The Class SX Component of
                  the Class
                  X Certificates shall represent beneficial ownership of the Swap
                  Agreement
                  and the Swap Account. The Class CX Component of the Class X Certificates
                  shall represent beneficial ownership of the Cap Agreement and the
                  Cap
                  Account. 

              


      


      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      


       

      
        	
                (20)

              	
                The
                  Class R Certificate will be issued without a Certificate Principal
                  Amount
                  and will not bear interest at a stated rate. The Class R Certificate
                  represents ownership of the residual interest in the Upper-Tier
                  REMIC, as
                  well as ownership of the LT1-R Interest, the MT1-R Interest and
                  the MT2-R
                  Interest.

              


      

       

      
        	
                (21)

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

              


      

       

      
        	
                (22)

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

              


      

      


      As
        of the
        Cut-off Date, the Mortgage Loans had an aggregate Scheduled Principal Balance
        of
        $511,182,295.41.

      


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

      


      


      ARTICLE
        I

      


      DEFINITIONS

      


      Section
        1.01. Definitions.
        

      


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

      


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

      


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

      


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

      


      Accrual
        Period:
        With respect to any Distribution Date and each Class of Senior Certificates
        and
        Subordinate Certificates (other than the Principal-Only Certificates), the
        period beginning on the immediately preceding Distribution Date (or, in the
        case
        of the first Accrual Period on June 25, 2007) and ending on the day immediately
        preceding the related Distribution Date. With respect to any Distribution
        Date
        and the Class X Certificates (or
        the
        components thereof) and
        each Lower-Tier Interest, the calendar month preceding the month of such
        Distribution Date. The Principal-Only Certificates do not have an Accrual
        Period. 

      



      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      


      Act:
        As defined in Section 3.03(c).

      


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

      


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

      


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

      


      Additional
        Termination Event:
        As
        defined in the Swap Agreement.

      


      Adjustable
        Rate Mortgage Loan:
        Any
        Mortgage Loan as to which the related Mortgage Note provides for the adjustment
        of the Mortgage Rate applicable thereto.

      


      Adjusted
        Middle-Tier REMIC 1 WAC:
        For any
        Distribution Date (and the related Accrual Period), an amount equal to (i)
        two,
        multiplied by (ii) the weighted average of the interest rates for such
        Distribution Date for each regular interest in Middle-Tier REMIC 1 (other
        than
        any interest-only regular interest), weighted in proportion to their Class
        Principal Amounts as of the beginning of the related Accrual Period and computed
        (i) by subjecting the rate on the Class MT1-Q Interest to a cap of 0.00%,
        (ii)
        by subjecting the rate on each of the Class MT1-A1, Class MT1-A2, Class MT1-A3,
        Class MT1-A4 and Class MT1-A5 Interests to a cap equal to the interest rate
        on
        the Middle-Tier REMIC 2 Interest with the same Corresponding Class of
        Certificates, and (iii) and by subjecting the rate on each remaining regular
        interest to a cap that corresponds to the Certificate Interest Rate for the
        Corresponding Class of Certificates, provided,
        however,
        that
        for this purpose, the REMIC Net Funds Cap shall be substituted for the Senior
        Net Funds Cap or Subordinate Net Funds Cap, as applicable, in the definition
        of
        Certificate Interest Rate, and for each Class of Certificates for which interest
        is accrued on the basis of a 360-day year and the actual number of days in
        the
        related Accrual Period, the Certificate Interest Rate shall be multiplied
        by an
        amount equal to (a) the actual number of days in the Accrual Period, divided
        by
        (b) 30.

      


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

      


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

      



      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      


      Affected
        Party:
        As
        defined in the Swap Agreement.

      


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

      


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

      


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

      


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

      


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

      


      Applied
        Loss Amounts:
        With
        respect to any Distribution Date, after giving effect to all Realized Losses
        incurred with respect to the Mortgage Loans during the related Collection
        Period
        and distributions of principal on such Distribution Date, the amount by which
        the aggregate Class Principal Amount of the Offered Certificates (other than
        the
        Class AIO Certificates) and the Class M10 and Class M11 Certificates exceeds
        the
        Aggregate Loan Balance for such Distribution Date.

      


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

      


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

      


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

      


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

      


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

      



      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      


      Available
        Basis Risk Amount:
        For any Distribution Date and the Senior Certificates (other than the Class
        AIO
        Certificates), the lesser of:

      


      (i)
         the
        product of:

      


      (a)
         the
        excess, if any of (1) LIBOR over (2) 6.82% per annum, and

      


      (b)
         the
        Scheduled Notional Amount of the Interest Rate Swap Agreement for such
        Distribution Date, and

      


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

      


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

      


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

      


      Balloon
        Mortgage Loan:
        Any Mortgage Loan that provides for (1) equal monthly Scheduled Payments
        that
        will not reduce the Scheduled Principal Balance of the Mortgage Loans to
        zero at
        the maturity date and (2) a larger monthly payment at the maturity date equal
        to
        the unpaid Scheduled Principal Balance of the Mortgage Loan, with interest
        thereon.

      


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

      


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

      


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

      


      Basis
        Risk Payment:
        With
        respect to any Distribution Date and the Senior Certificates (other than
        the
        Class AIO Certificates) an amount equal the excess, if any, of (A) the sum
        of
        (i) any Basis Risk Shortfall for such Classes for such Distribution Date,
        (ii)
        any Unpaid Basis Risk Shortfall for such Classes from previous Distribution
        Dates and (iii) any Required Reserve Fund Amount for such Distribution Date
        over
        (B) the amount of Available Basis Risk Amount and payments of Basis Risk
        Shortfalls and Unpaid Basis Risk Shortfalls made to such Classes pursuant
        to
        Sections 5.02(g)and 5.02(h). With respect to any Distribution Date and the
        Offered Subordinate Certificates (other
        than the Class M9 Certificates),
        the sum
        of (i) any Basis Risk Shortfall for such Classes for such Distribution Date,
        (ii) any Unpaid Basis Risk Shortfall for such Classes from previous Distribution
        Dates and (iii) any Required Reserve Fund Amount for such Distribution Date.
        The
        amount of the Basis Risk Payment for any Distribution Date cannot exceed
        the
        amount of Monthly Excess Cashflow otherwise available for distribution pursuant
        to Section 5.02(f) of this Agreement.

      



      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      


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

      


      Basis
        Risk Shortfall:
        With
        respect to any Distribution Date and any Class of Offered Certificates (other
        than the Class AIO Certificates and the Class M9 Certificates), the amount
        by
        which the amount of interest calculated at the Certificate Interest Rate
        applicable to such Class for such date, determined without regard to the
        applicable Net Funds Cap, exceeds the amount of interest calculated at the
        applicable Net Funds Cap.

      


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

      


      Book-Entry
        Certificates:
        Beneficial interests in Certificates
        designated as “Book-Entry Certificates” in this Agreement, ownership and
        transfers of which shall be evidenced or made through book entries by a Clearing
        Agency as described in Section 3.09; provided, that after the occurrence
        of a
        condition whereupon book-entry registration and transfer are no longer permitted
        and Definitive Certificates are to be issued to Certificate Owners, such
        Book-Entry Certificates shall no longer be “Book-Entry Certificates.” As of the
        Closing Date, each Class of Offered Certificates and the Class M10 and Class
        M11
        Certificates constitutes Book-Entry Certificates.

      


      Bulk
        PMI Policy:
        Not applicable.

      


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

      


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

      


      Cap
        Agreement:
        The
        interest rate cap agreement dated as of June 29, 2007, entered into by the
        Supplemental Interest Trust and the Cap Counterparty, which agreement provides
        for the monthly payment specified therein to the Trustee (for the benefit
        of the
        Senior Certificates (other than the Class AIO Certificates) commencing with
        the
        Distribution Date in July 2008 and terminating in (but including the
        Distribution Date in) August 2012, by the Cap Counterparty, but subject to the
        conditions set forth therein, including the 1992 ISDA Master Swap Agreement
        (Multi-Currency Cross Border), together with any schedules, confirmations,
        Credit Support Annex or other agreements relating thereto, attached hereto
        as
        Exhibit N-2.

      


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

      



      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      


      Certificate
        Interest Rate:
        With respect to each Class of Certificates (other than the Principal-Only
        Certificates, the Class X, Class P, Class R and Class LT-R Certificates)
        and any
        Distribution Date, the applicable per annum rate set forth or described under
        the heading “The Certificates” in the Preliminary Statement hereto.

      


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

      



      
        
          
          

        

        
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      Certificate
        Principal Amount:
        With respect to any Certificate (other than the Class AIO, Class P, Class
        X,
        Class R and Class LT-R Certificates) and any Distribution Date, the initial
        Certificate Principal Amount thereof on the Closing Date, less the amount
        of all
        principal distributions previously distributed with respect to such Certificate
        prior to such Distribution Date, and, in the case of the Offered Certificates
        (other than the Class AIO Certificates) and the Class M10 and Class M11
        Certificates, as reduced by any Applied Loss Amount previously allocated
        thereto; provided,
        however,
        that on each Distribution Date on which a related Subsequent Recovery is
        distributed, (i) the Certificate Principal Amount of any Offered Certificates
        (other than the Class AIO Certificates) and Class M10 or Class M11 Certificates
        whose Certificate Principal Amount has previously been reduced by application
        of
        Applied Loss Amounts will be increased, in order of seniority, by an amount
        (to
        be applied pro
        rata
        to all Certificates of such Class) equal to the lesser of (1) any Deferred
        Amount for each such Class immediately prior to such date and (2) the total
        amount of any Subsequent Recovery distributed on such Distribution Date after
        application (for this purpose) to any more senior Classes of such Certificates.
        The Class AIO, Class X, Class R and Class LT-R Certificates are issued without
        Certificate Principal Amounts. The Class P Certificates are issued with an
        initial Class P Principal Amount of $100.00. 

      


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

      


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

      


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

      


      Class:
        All Certificates and, in the case of each of Lower-Tier REMIC 1, Middle-Tier
        REMIC 1 and Middle-Tier REMIC 2 and all Lower Tier Interests bearing the
        same
        Class designation.

      


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

      


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

      


      Class
        Notional
        Amount:
        With
        respect to the Class AIO Certificates and any Distribution Date up to and
        including the Distribution Date in April 2012, the Class Notional Amount
        of the
        Class AIO Certificates will be an amount equal to the sum of the Class Principal
        Amounts of the Class A1, Class A2, Class A3, Class A4 and Class A5 Certificates
        for the related Distribution Date.

      


      Class
        P Interest:
        An
        interest in the Upper-Tier REMIC, as described in the Preliminary Statement
        footnote (18) under the caption “The Certificates,” which interest shall be
        evidenced by the rights of the holders of the Class P Certificates to receive
        Prepayment Premiums with respect to Mortgage Loans.

      



      
        
          
          

        

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

      


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

      


      Class
        R Certificate:
        The Class R Certificate executed by the Trustee, and
        authenticated and delivered by the Certificate Registrar, substantially in
        the
        form annexed hereto as Exhibit A and evidencing the ownership of the sole
        class
        of residual interest in the
        Upper-Tier REMIC as well as ownership of the Class LT1-R Interest, Class
        MT1-R
        Interest and Class MT2-R Interest.

      


      Class
        X-S Component Principal Amount:
        As of
        the Closing Date, $6,909,195.41.

      


      Class
        X Distributable Amount:
        On any Distribution Date, the amount of interest that has accrued on the
        notional balance of the Class X Certificates (as described in the Preliminary
        Statement in footnote (19) under the caption “The Certificates”), but that has
        not been distributed prior to such date. In
        addition, such amount shall include the initial Class X-S Component Principal
        Amount of $6,909,295.41 (less $100 of such amount allocated to the Class
        P
        Certificates) to the extent such amount has not been distributed on an earlier
        Distribution Date as part of the Overcollateralization Release Amount.


      


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

      


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

      


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

      


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

      


      Closing
        Date:
        June
        29, 2007.

      


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

      


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

      


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

      



      
        
          
          

        

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

      


      Commission:
        The
        United States Securities and Exchange Commission.

      


      Compensating
        Interest Payment:
        With respect to any Distribution Date and prepayments in full or in part,
        an
        amount equal to the aggregate amount of any Prepayment Interest Shortfalls
        required to be paid by the Servicers with respect to such Distribution Date.
        The
        Master Servicer (solely in its capacity as master servicer) shall not be
        responsible for making any Compensating Interest Payment.

      


      Component:
        The
        Class X Certificate shall be issued in three non-severable Components: the
        X-S
        Component, the C-X Component and the S-X Component. The X-S Component, C-X
        Component and S-X Component shall not be issued with either a Certificate
        Interest Rate or a balance but shall evidence the right to receive distributions
        pursuant to Section 5.02(f)(viii), Section 5.02(g)(vi) and (vii) and Section
        5.02(h)(x) and (xi), respectively. 

      


      Component
        Interest Rate:
        Not
        applicable.

      


      Component
        Principal Amount:
        Not applicable.

      


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

      


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

      


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

      


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

      


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

      



      
        
          
          

        

        
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      Cooperative
        Shares:
        Shares
        issued by a Cooperative Corporation.

      


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

      


      Corporate
        Trust Office:
        The
        office of the Trustee at which at any particular time its corporate trust
        business with respect to this Agreement shall be administered, which office
        at
        the date of execution of this Agreement shall be in the case of Certificate
        transfers and for purposes of presentment and surrender of the Certificates
        for
        final distribution thereon, Citibank, N.A., 111 Wall Street, 15th
        Floor,
        New York, New York 10005, Attention: Window, and for all other purposes,
        388
        Greenwich Street, 14th
        Floor,
        New York, New York 10013, Attention: Agency and Trust—Lehman XS Trust 2007-11 or
        any such other address as the Trustee may designate from time to time by
        notice
        to the Certificateholders, the Depositor and the Master Servicer.

      


      Corresponding
        Class:
        The
        Class of Certificates that corresponds to a class of Lower-Tier Interests
        or
        Middle-Tier Interests in as described in the Preliminary Statement.

      


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

      


      Credit
        Support Annex:
        Each
        credit support annex to the Swap Agreement and the Cap Agreement dated as
        of
        June 29, 2007 between the Supplemental Interest Trust and the Swap Counterparty
        and Cap Counterparty, as applicable.

      


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

       

      
        	
                Distribution
                  Date

              	
                Loss
                  Percentage

              
	 	 
	
                July
                  2009 through June 2010

              	
                0.20%
                  for the first month plus an additional 1/12th of 0.35% for each
                  month
                  thereafter

              
	 	 
	
                July
                  2010 through June 2011

              	
                0.55%
                  for the first month plus an additional 1/12th of 0.40% for each
                  month
                  thereafter

              
	 	 
	
                July
                  2011 through June 2012

              	
                0.95%
                  for the first month plus an additional 1/12th of 0.40% for each
                  month
                  thereafter

              
	 	 
	
                July
                  2012 through June 2013

              	
                1.35%
                  for the first month plus an additional 1/12th of 0.25% for each
                  month
                  thereafter

              
	 	 
	
                July
                  2013 and thereafter

              	
                1.60%
                  

              


      

      

        
          
            
            

          

          
            25

            
              

            

          

          
            
            

          

        

      

       

      Current
        Interest:
        With
        respect to any Offered Certificate (other than the Class M9 Certificates)
        and
        any Distribution Date, the aggregate amount of interest accrued at the
        applicable Certificate Interest Rate during the related Accrual Period on
        the
        Class Principal Amount (or Class Notional Amount) thereof immediately prior
        to
        such Distribution Date. 

      


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

      


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

      


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

      


      Cut-off
        Date:
        June 1,
        2007.

      


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

      


      C-X
        Component:
        A
        component of the Class X Certificate entitled to receive distributions pursuant
        to Section 5.02(g)(vii).

      


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

      


      Defaulting
        Party:
        As
        defined in the Swap Agreement.

      


      Deferred
        Amount:
        With
        respect to any Distribution Date and each Offered Certificate (other than
        the
        Class AIO Certificates) and the Class M10 and Class M11 Certificates, the
        aggregate Applied Loss Amounts previously applied in reduction of the
        Certificate Principal Amount thereof, less (i) any amounts previously reimbursed
        in respect thereof and (ii) the amount by which the Certificate Principal
        Amount
        of any such Certificate has been increased due to any Subsequent Recovery.
        

      


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

      


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

      



      
        
          
          

        

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

      


      Delinquency
        Event:
        With
        respect to any Distribution Date, a Delinquency Event shall occur if the
        Rolling
        Three Month Delinquency Rate as of the last day of the immediately preceding
        calendar month equals or exceeds 32.25% of the Senior Enhancement Percentage
        for
        such Distribution Date.

      


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

      


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

      


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

      


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

      


      Direct
        Obligations:
        Direct
        obligations of, and obligations fully guaranteed as to timely payment of
        principal and interest by, the United States of America or any agency or
        instrumentality of the United States of America the obligations of which
        are
        backed by the full faith and credit of the United States of
        America.

      


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

      


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

      


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

      



      
        
          
          

        

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

      


      Document
        Transfer Event:
        With
        respect to those Mortgage Loans originated and serviced by Wells Fargo, the
        day
        on which (i) Wells Fargo is no longer the Servicer of any of such Mortgage
        Loans, (ii) the senior unsecured long-term debt rating of Wells Fargo &
Company is less than BBB- by Fitch or (iii) any Rating Agency requires Wells
        Fargo to deliver Retained Mortgage Documents to a Custodian.

      


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

      


      Eligible
        Account:
        Either
        (i) an account or accounts maintained with a federal or state chartered
        depository institution or trust company acceptable to the Rating Agencies
        or
        (ii) an account at a depository institution or trust company whose commercial
        paper or other short term debt obligations (or, in the case of a depository
        institution or trust company which is the principal subsidiary of a holding
        company, the commercial paper or other short term debt or deposit obligations
        of
        such holding company or depository institution, as the case may be) have
        been
        rated by each Rating Agency in its highest short-term rating category, or
        (iii)
        a segregated trust account or accounts (which shall be a “special deposit
        account”) maintained with the Trustee or any other federal or state chartered
        depository institution or trust company, acting in its fiduciary capacity,
        in a
        manner acceptable to the Trustee and the Rating Agencies. Eligible Accounts
        may
        bear interest.

      


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

      


      (i) Direct
        Obligations;

      


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

      


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

      



      
        
          
          

        

        
          28

          
            

          

        

        
          
          

        

      


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

      


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

      


      (vi) a
        Qualified GIC;

      


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

      


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

      


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

      



      
        
          
          

        

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

      


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

      


      ERISA-Restricted
        Certificate:
        Any
        Class M10, Class M11, Class P, Class R, Class LT-R and Class X Certificate
        and
        any Certificate with a rating below the lowest applicable rating permitted
        under
        the Underwriter’s Exemption.

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      


      Excluded
        Trust Assets:
        As
        described in the Preliminary Statement. 

      


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

      


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

      


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

      


      Final
        Scheduled Distribution Date:
        With
        respect to each Class of Certificates (other than the Class AIO Certificates),
        the Distribution Date in February 2047, and in the case of the Class AIO
        Certificates, the Distribution Date in April 2012.

      



      
        
          
          

        

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

      


      First
        Payment Default Mortgage Loan:
        Any
        Mortgage Loan (i) originated by Lehman Brothers Bank, FSB specified in Section
        1.04(e) of the Mortgage Loan Sale Agreement in respect of which the related
        Mortgagor does not make the first payment due to the Seller within the time
        frame required under such section or (ii) originated by Lehman Brothers Bank,
        FSB specified in Section 1.04(e) of the Mortgage Loan Sale Agreement in respect
        of which the related Mortgagor does not make the first or second payment
        due to
        the Seller within the time frame required under such section.

      


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

      


      FPD
        Premium:
        With
        respect to any First Payment Default Mortgage Loan purchased by the Seller
        from
        Lehman Brothers Bank, FSB, the excess, if any of the FPD Purchase Price over
        the
        Purchase Price for such Mortgage Loan.

      


      FPD
        Purchase Price:
        With
        respect to any First Payment Default Mortgage Loan, an amount equal to the
        sum
        of (a) the greater of (i) 100% of the unpaid principal balance of such Mortgage
        Loan and (ii) the price at which such Mortgage Loan was originally purchased
        by
        the Seller as set forth on Schedule B, and (b) accrued interest thereon at
        the
        applicable Mortgage Rate from the date interest was last paid to (but not
        including) the Due Date in the Collection Period immediately preceding the
        related Distribution Date.

      


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

      


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

      


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

      


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

      



      
        
          
          

        

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

      


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

      


      Initial
        LIBOR Rate:
        5.320%
        per annum.

      


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

      


      Insurance
        Fee Rate:
        Not
        applicable.

      


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

      


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

      


      Interest-Only
        Certificates:
        The
        Class AIO Certificates.

      


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

      



      
        
          
          

        

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

      


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

      


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

      


      Latest
        Possible Maturity Date:
        The
        Distribution Date occurring in June 2052.

      


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

      


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

      



      
        
          
          

        

        
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      (b) If
        on
        such a LIBOR Determination Date, the BBA’s Interest Settlement Rate does not
        appear on the Reuters Screen LIBOR01 as of 11:00 a.m. (London time), or if
        the
        Reuters Screen LIBOR01 is not available on such date, the Trustee will obtain
        such rate from the Bloomberg L.P. page “US0001M.” If any such rate is not
        published for such LIBOR Determination Date, LIBOR for such date will be
        the
        most recently published Interest Settlement Rate. In the event that the BBA
        no
        longer sets an Interest Settlement Rate, the Trustee will designate an
        alternative index that has performed, or that the Trustee expects to perform,
        in
        a manner substantially similar to the BBA’s Interest Settlement Rate. The
        Trustee will select a particular index as the alternative index only if it
        receives an Opinion of Counsel (a copy of which shall be furnished to the
        Trustee and any NIMS Insurer), which opinion shall be an expense reimbursed
        from
        the Certificate Account pursuant to Section 4.04, that the selection of such
        index will not cause any of the REMICs to lose their classification as REMICs
        for federal income tax purposes.

      


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

      


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

      


      LIBOR
        Certificates:
        The
        Senior Certificates (other than the Class AIO Certificates) and the Subordinate
        Certificates (other than the Principal-Only Certificates).

      


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

      


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

      


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

      


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

      



      
        
          
          

        

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

      


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

      


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

      


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

      


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

      


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

      


      M1
        Target Amount:
        With
        respect to any Distribution Date, an amount equal to the lesser of (a) the
        product of (i) 83.20% and (ii) the Aggregate Loan Balance for such Distribution
        Date determined as of the last day of the related Collection Period (after
        giving effect to any prepayments received during the related Prepayment Period
        immediately prior to such Distribution Date) and (b) the amount, if any,
        by
        which (1) the Aggregate Loan Balance for such Distribution Date determined
        as of
        the last day of the related Collection Period (after giving effect to any
        prepayments received during the related Prepayment Period immediately prior
        to
        such Distribution Date) exceeds (2) the Overcollateralization Floor.


      


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

      


      M2
        Target Amount:
        With
        respect to any Distribution Date an amount equal to the lesser of (a) the
        product of (i) 87.10% and (ii) the Aggregate Loan Balance for such Distribution
        Date determined as of the last day of the related Collection Period (after
        giving effect to any prepayments received during the related Prepayment Period
        immediately prior to such Distribution Date) and (b) the amount, if any,
        by
        which (1) the Aggregate Loan Balance for such Distribution Date determined
        as of
        the last day of the related Collection Period (after giving effect to any
        prepayments received during the related Prepayment Period immediately prior
        to
        such Distribution Date) exceeds (2) the Overcollateralization
        Floor.

      



      
        
          
          

        

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

      


      M3
        Target Amount:
        With
        respect to any Distribution Date an amount equal to the lesser of (a) the
        product of (i) 88.50% and (ii) the Aggregate Loan Balance for such Distribution
        Date determined as of the last day of the related Collection Period (after
        giving effect to any prepayments received during the related Prepayment Period
        immediately prior to such Distribution Date) and (b) the amount, if any,
        by
        which (1) the Aggregate Loan Balance for such Distribution Date determined
        as of
        the last day of the related Collection Period (after giving effect to any
        prepayments received during the related Prepayment Period immediately prior
        to
        such Distribution Date) exceeds (2) the Overcollateralization
        Floor.

      


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

      


      M4
        Target Amount:
        With
        respect to any Distribution Date an amount equal to the lesser of (a) the
        product of (i) 90.00% and (ii) the Aggregate Loan Balance for such Distribution
        Date determined as of the last day of the related Collection Period (after
        giving effect to any prepayments received during the related Prepayment Period
        immediately prior to such Distribution Date) and (b) the amount, if any,
        by
        which (1) the Aggregate Loan Balance for such Distribution Date determined
        as of
        the last day of the related Collection Period (after giving effect to any
        prepayments received during the related Prepayment Period immediately prior
        to
        such Distribution Date) exceeds (2) the Overcollateralization
        Floor.

      


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

      


      M5
        Target Amount:
        With
        respect to any Distribution Date an amount equal to the lesser of (a) the
        product of (i) 91.00% and (ii) the Aggregate Loan Balance for such Distribution
        Date determined as of the last day of the related Collection Period (after
        giving effect to any prepayments received during the related Prepayment Period
        immediately prior to such Distribution Date) and (b) the amount, if any,
        by
        which (1) the Aggregate Loan Balance for such Distribution Date determined
        as of
        the last day of the related Collection Period (after giving effect to any
        prepayments received during the related Prepayment Period immediately prior
        to
        such Distribution Date) exceeds (2) the Overcollateralization
        Floor.

      



      
        
          
          

        

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

      


      M6
        Target Amount:
        With
        respect to any Distribution Date an amount equal to the lesser of (a) the
        product of (i) 92.00% and (ii) the Aggregate Loan Balance for such Distribution
        Date determined as of the last day of the related Collection Period(after
        giving
        effect to any prepayments received during the related Prepayment Period
        immediately prior to such Distribution Date) and (b) the amount, if any,
        by
        which (1) the Aggregate Loan Balance for such Distribution Date determined
        as of
        the last day of the related Collection Period (after giving effect to any
        prepayments received during the related Prepayment Period immediately prior
        to
        such Distribution Date) exceeds (2) the Overcollateralization
        Floor.

      


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

      


      M7
        Target Amount:
        With
        respect to any Distribution Date an amount equal to the lesser of (a) the
        product of (i) 93.00% and (ii) the Aggregate Loan Balance for such Distribution
        Date determined as of the last day of the related Collection Period (after
        giving effect to any prepayments received during the related Prepayment Period
        immediately prior to such Distribution Date) and (b) the amount, if any,
        by
        which (1) the Aggregate Loan Balance for such Distribution Date determined
        as of
        the last day of the related Collection Period (after giving effect to any
        prepayments received during the related Prepayment Period immediately prior
        to
        such Distribution Date) exceeds (2) the Overcollateralization
        Floor.

      


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

      



      
        
          
          

        

        
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      M8
        Target Amount:
        With
        respect to any Distribution Date an amount equal to the lesser of (a) the
        product of (i) 94.00% and (ii) the Aggregate Loan Balance for such Distribution
        Date determined as of the last day of the related Collection Period (after
        giving effect to any prepayments received during the related Prepayment Period
        immediately prior to such Distribution Date) and (b) the amount, if any,
        by
        which (1) the Aggregate Loan Balance for such Distribution Date determined
        as of
        the last day of the related Collection Period (after giving effect to any
        prepayments received during the related Prepayment Period immediately prior
        to
        such Distribution Date) exceeds (2) the Overcollateralization
        Floor.

      


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

      


      M9
        Target Amount:
        With
        respect to any Distribution Date an amount equal to the lesser of (a) the
        product of (1) approximately 95.00% and (2) the Aggregate Loan Balance for
        such
        Distribution Date determined as of the last day of the related Collection
        Period
        (after giving effect to any prepayments received during the related Prepayment
        Period) and (b) the amount, if any, by which (1) the Aggregate Loan Balance
        for
        such Distribution Date determined as of the last day of the related Collection
        Period (after
        giving effect to any prepayments received during the related Prepayment Period)
        exceeds
        (2) the Overcollateralization Floor.

      


      M10
        Principal Distribution Amount:
        With
        respect to any Distribution Date on or after the Stepdown Date and as long
        as a
        Trigger Event is not in effect with respect to such Distribution Date, the
        amount, if any, by which (x) the sum of (i) the aggregate Class Principal
        Amount
        of the Senior Certificates (other than the Class AIO Certificates) the Class
        M1
        Certificates, the Class M2 Certificates, the Class M3 Certificates, the Class
        M4
        Certificates, the Class M5 Certificate, the Class M6 Certificates, the Class
        M7
        Certificates, the Class M8 Certificates and the Class M9 Certificates, in
        each
        case after giving effect to distributions on such Distribution Date, and
        (ii)
        the Class Principal Amount of the Class M10 Certificates immediately prior
        to
        such Distribution Date exceeds (y) the M10 Target Amount.

      


      M10
        Target Amount:
        With
        respect to any Distribution Date an amount equal to the lesser of (a) the
        product of (1) approximately 96.00% and (2) the Aggregate Loan Balance for
        such
        Distribution Date determined as of the last day of the related Collection
        Period
        (after giving effect to any prepayments received during the related Prepayment
        Period) and (b) the amount, if any, by which (1) the Aggregate Loan Balance
        for
        such Distribution Date determined as of the last day of the related Collection
        Period (after
        giving effect to any prepayments received during the related Prepayment Period)
        exceeds
        (2) the Overcollateralization Floor.

      



      
        
          
          

        

        
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      M11
        Principal Distribution Amount:
        With
        respect to any Distribution Date on or after the Stepdown Date and as long
        as a
        Trigger Event is not in effect with respect to such Distribution Date, the
        amount, if any, by which (x) the sum of (i) the aggregate Class Principal
        Amount
        of the Senior Certificates (other than the Class AIO Certificates) the Class
        M1
        Certificates, the Class M2 Certificates, the Class M3 Certificates, the Class
        M4
        Certificates, the Class M5 Certificate, the Class M6 Certificates, the Class
        M7
        Certificates, the Class M8 Certificates, the Class M9 Certificates and the
        Class
        M10 Certificates, in each case after giving effect to distributions on such
        Distribution Date, and (ii) the Class Principal Amount of the Class M11
        Certificates immediately prior to such Distribution Date exceeds (y) the
        M11
        Target Amount.

      


      M11
        Target Amount:
        With
        respect to any Distribution Date an amount equal to the lesser of (a) the
        product of (1) approximately 97.30% and (2) the Aggregate Loan Balance for
        such
        Distribution Date determined as of the last day of the related Collection
        Period
        (after giving effect to any prepayments received during the related Prepayment
        Period) and (b) the amount, if any, by which (1) the Aggregate Loan Balance
        for
        such Distribution Date determined as of the last day of the related Collection
        Period (after
        giving effect to any prepayments received during the related Prepayment Period)
        exceeds
        (2) the Overcollateralization Floor.

      


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

      


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

      


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

      


      Master
        Servicing Fee Rate:
        0.00%
        per annum.

      


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

      


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

      


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

      


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

      


      Middle-Tier
        REMIC 2:
        As
        described in the Preliminary Statement.

      


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

      



      
        
          
          

        

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

      


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

      


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

      


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

      


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

      


      Mortgage
        Loan Sale Agreement:
        The
        mortgage loan sale and assignment agreement dated as of June 1, 2007 for
        the
        sale of the Mortgage Loans by the Seller to the Depositor.

      


      Mortgage
        Loan Schedule:
        The
        schedule attached hereto as Schedule A, which shall identify each Mortgage
        Loan,
        as such schedule may be amended from time to time to reflect the addition
        of
        Mortgage Loans to, or the deletion of Mortgage Loans from, the Trust Fund.
        Such
        schedule shall set forth, among other things, the following information with
        respect to each Mortgage Loan: (i) the Mortgage Loan identifying number;
        (ii)
        the city, state and zip code of the Mortgaged Property; (iii) the original
        principal amount of the Mortgage Loan; (iv) the Mortgage Rate at origination;
        (v) the monthly payment of principal and interest at origination; (vi) the
        Mortgage Pool in which such Mortgage Loan is included; (vii) the applicable
        Servicer servicing such Mortgage Loan and the applicable Servicing Fee Rate;
        (viii) the applicable Custodian with respect to the Mortgage File related
        to
        such Mortgage Loan; (ix) whether such Mortgage Loan is subject to a Prepayment
        Premium for voluntary prepayments by the Mortgagor, the term during which
        such
        Prepayment Premiums are imposed and the methods of calculation of the Prepayment
        Premium; and (x) whether such Mortgage Loan is a First Payment Default Mortgage
        Loan. The Depositor shall be responsible for providing the Trustee and the
        Master Servicer with all amendments to the Mortgage Loan Schedule.

      


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

      


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

      



      
        
          
          

        

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

      


      Mortgagor:
        The
        obligor on a Mortgage Note.

      


      Net
        Excess Spread Percentage:
        With
        respect to any Distribution Date, the fraction, expressed as a percentage,
        the
        numerator of which is equal to the product of (i) the amount, if any, by
        which
        (a) the Interest Remittance Amount for such Distribution Date exceeds (b)
        the
        Current Interest payable with respect to the Offered Certificates (other
        than
        the Class M9 Certificates) for such Distribution Date and (ii) 12, and the
        denominator of which is the Aggregate Loan Balance for such Distribution
        Date.

      


      Net
        Funds Cap:
        The
        Senior Net Funds Cap or the Subordinate Net Funds Cap, as
        applicable.

      


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

      


      Net
        Mortgage Rate:
        With
        respect to any Mortgage Loan, the Mortgage Rate thereof reduced by the Servicing
        Fee Rate for such Mortgage Loan.

      


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

      


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

      


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

      


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

      


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

      



      
        
          
          

        

        
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      NIM
        Residual Securities:
        Any
        preference shares, ownership certificate or other residual certificates issued
        in connection with any NIM Securities.

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      


      Notional
        Certificate:
        Any
        Class AIO Certificate.

      


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

      


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

      


      Offering
        Document:
        Each of
        the Prospectus and the Private Placement Memorandum.

      


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

      


      Opinion
        of Counsel:
        A
        written opinion of counsel, reasonably acceptable in form and substance to
        the
        Trustee, and which may be in-house or outside counsel to the Depositor, the
        Master Servicer or the Trustee but which must be Independent outside counsel
        with respect to any such opinion of counsel concerning the transfer of any
        Residual Certificate or concerning certain matters with respect to ERISA,
        or the
        taxation, or the federal income tax status, of each REMIC.

      


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

      



      
        
          
          

        

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

      


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

      


      Overcollateralization
        Amount:
        With
        respect to any Distribution Date, the amount, if any, by which (x) the Aggregate
        Loan Balance for such Distribution Date determined as of the last day of
        the
        related Collection Period exceeds (y) the aggregate Class Principal Amount
        of
        the Offered Certificates (other than the Class AIO Certificates) and the
        Class
        M10 and Class M11 Certificates, in each case after giving effect to
        distributions on such Distribution Date.

      


      Overcollateralization
        Deficiency:
        With
        respect to any Distribution Date, the amount, if any, by which (x) the Targeted
        Overcollateralization Amount for such Distribution Date exceeds (y) the
        Overcollateralization Amount for such Distribution Date, calculated for this
        purpose after giving effect to the reduction on such Distribution Date of
        the
        aggregate Certificate Principal Amount of the Offered Certificates (other
        than
        the Class AIO Certificates) and the Class M10 and Class M11 Certificates
        resulting from the distribution of the Principal Distribution Amount on such
        Distribution Date, but prior to allocation of any Applied Loss Amount on
        such
        Distribution Date to the Offered Certificates (other than the Class AIO
        Certificates) and the Class M10 and Class M11 Certificates.

      


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

      


      Overcollateralization
        Release Amount:
        With
        respect to any Distribution Date, the lesser of (x) the Principal Remittance
        Amount for such Distribution Date and (y) the amount, if any, by which (1)
        the
        Overcollateralization Amount for such Distribution Date (calculated for this
        purpose on the basis of the assumption that 100% of the Principal Remittance
        Amount for such date is applied on such Distribution Date in reduction of
        the
        aggregate Certificate Principal Amount of the Offered Certificates (other
        than
        the Class AIO Certificates) and the Class M10 and Class M11 Certificates)
        exceeds (2) the Targeted Overcollateralization Amount for such Distribution
        Date.

      


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

      


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

      


      PCAOB:
        The
        Public Company Accounting Oversight Board.

      



      
        
          
          

        

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

      


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

      


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

      


      Placement
        Agent:
        Lehman
        Brothers Inc. or its successor in interest.

      


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

      


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

      


      Pool
        Purchase Price:
        A price
        equal to the sum of (i) 100% of the unpaid principal balance of each Mortgage
        Loan on the day of such purchase plus
        interest
        accrued thereon at the applicable Mortgage Rate to the Due Date in the Due
        Period immediately preceding the related Distribution Date, (ii) the amount
        of
        any costs and damages incurred by the Trust Fund as a result of any violation
        of
        any applicable federal, state or local predatory- or abusive-lending law
        arising
        from or in connection with the origination of such Mortgage Loan, (iii) the
        amount of any unreimbursed Servicing Advances and amounts owed to the Trustee
        hereunder, (iv) the fair market value of any REO Property and any other property
        held by the Trust Fund, such fair market value to be determined by an appraiser
        or appraisers mutually agreed upon by the Master Servicer and the Trustee
        (reduced, in the case of REO Property, by (1) reasonably anticipated disposition
        costs and (2) any amount by which the fair market value as so reduced exceeds
        the outstanding principal balance of the related Mortgage Loan) plus interest
        accrued thereon at the applicable Net Mortgage Rate to the date of such purchase
        and (v)  any unpaid Net Swap Payment and any Swap Termination Payment
        payable to the Swap Counterparty due to the exercise of the Master Servicer’s
        option to purchase the Mortgage Loans.

      


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

      



      
        
          
          

        

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

      


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

      


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

      


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

      


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

      


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

      


      Principal-Only
        Certificates:
        Any of
        the Class M9, Class M10 and Class M12 Certificates.

      


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

      



      
        
          
          

        

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

      


      Principal
        Subordinate Priority:
        To the
        Class M1, Class M2, Class M3, Class M4, Class M5, Class M6, Class M7, Class
        M8,
        Class M9, Class M10 and Class M11 Certificates, sequentially, in that
        order.

      


      Private
        Placement Memorandum
        The
        private placement memorandum dated June 28, 2007, relating to the private
        placement of the Class M10 and Class M11 Certificates.

      


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

      



      
        
          
          

        

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

      


      Prospectus:
        The
        prospectus supplement dated June 28, 2007 together with the accompanying
        prospectus dated May 22, 2007, relating to the Offered
        Certificates.

      


      Purchase
        Price:
        With
        respect to the purchase of a Mortgage Loan or related REO Property pursuant
        to
        Section 2.05 of this Agreement, an amount equal to the sum of (a) 100% of
        the
        unpaid principal balance of such Mortgage Loan, (b) accrued interest thereon
        at
        the applicable Mortgage Rate, from the date as to which interest was last
        paid
        to (but not including) the Due Date in the Collection Period immediately
        preceding the related Distribution Date; (c) the amount of any unreimbursed
        Servicing Advances with respect to such Mortgage Loan; (d) any costs and
        damages
        incurred by the Trust Fund with respect to such Mortgage Loan in connection
        with
        any violation of any federal, state or local predatory or abusive lending
        laws
        or other similar laws arising from or in connection with the origination
        of such
        Mortgage Loan; and (e) the fair market value of all other property being
        purchased (reduced, in the case of REO Property, by (1) reasonably
        anticipated disposition costs and (2) any amount by which the fair market
        value
        as so reduced exceeds the outstanding principal balance of the related Mortgage
        Loan). The Master Servicer, each Servicer (or the Trustee, in its capacity
        as
        successor master servicer, if applicable) and each Custodian shall be reimbursed
        from the Purchase Price for any Mortgage Loan or related REO Property for
        any
        Advances made or other amounts advanced with respect to such Mortgage Loan
        or
        related REO Property that are reimbursable to the Master Servicer or such
        Servicer under this Agreement, the related Servicing Agreement (or to the
        Trustee hereunder in its capacity as successor master servicer) or the related
        Custodial Agreement, together with any accrued and unpaid compensation due
        to
        the Master Servicer, any Servicer, each Custodian or the Trustee hereunder
        or
        thereunder.

      


      QIB:
        As
        defined in Section 3.03(c).

      


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

      


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

      


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

      


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

      



      
        
          
          

        

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

      


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

      


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

      


      Qualifying
        Substitute Mortgage Loan:
        In the
        case of a Mortgage Loan substituted for a Deleted Mortgage Loan pursuant
        to the
        terms of this Agreement, a Mortgage Loan that, on the date of such substitution,
        (i) has an outstanding Scheduled Principal Balance (or in the case of a
        substitution of more than one mortgage loan for a Deleted Mortgage Loan,
        an
        aggregate Scheduled Principal Balance), after application of all Scheduled
        Payments due during or prior to the month of substitution, not in excess
        of, and
        not more than 5% less than, the outstanding Scheduled Principal Balance of
        the
        Deleted Mortgage Loan as of the Due Date in the calendar month during which
        the
        substitution occurs, (ii) has a Mortgage Rate not less than the Mortgage
        Rate on
        the Deleted Mortgage Loan, (iii) if applicable, has a maximum Mortgage Rate
        not
        less than the maximum Mortgage Rate on the Deleted Mortgage Loan, (iv) if
        applicable, has a minimum Mortgage Rate not less than the minimum Mortgage
        Rate
        of the Deleted Mortgage Loan, (v) if applicable, has a gross margin equal
        to or
        greater than the gross margin of the Deleted Mortgage Loan, (vi) is not a
        Cooperative Loan unless the related Deleted Mortgage Loan was a Cooperative
        Loan, (vii) if applicable, has a next adjustment date not later than the
        next
        adjustment date on the Deleted Mortgage Loan, (viii) has the same Due Date
        as
        the Deleted Mortgage Loan, (ix) has a remaining stated term to maturity not
        longer than 18 months and not more than 18 months shorter than the remaining
        stated term to maturity of the related Deleted Mortgage Loan; provided,
        that
        in
        no case should such substitute Mortgage Loan have a maturity date later than
        the
        Final Scheduled Distribution Date; (x) is current as of the date of
        substitution, (xi) has a Loan-to-Value Ratio as of the date of substitution
        equal to or lower than the Loan-to-Value Ratio of the Deleted Mortgage Loan
        as
        of such date, (xii) has been underwritten by the Transferor in accordance
        with
        the same underwriting criteria and guidelines as the Deleted Mortgage Loan,
        (xiii) has a risk grading determined by the Seller at least equal to the
        risk
        grading assigned on the Deleted Mortgage Loan, (xiv) is secured by the same
        property type as the Deleted Mortgage Loan, (xv) conforms to each representation
        and warranty applicable to the Deleted Mortgage Loan made in the related
        Mortgage Loan Sale Agreement, (xvi) has the same or higher lien position
        as the
        Deleted Mortgage Loan, (xvii) is covered by a Primary Mortgage Insurance
        Policy
        if the Deleted Mortgage Loan was so covered and (xviii) contains provisions
        covering the payment of Prepayment Premium by the Mortgagor for early prepayment
        of the Mortgage Loan at least as favorable as the Deleted Mortgage Loan.
        In the
        event that one or more mortgage loans are substituted for one or more Deleted
        Mortgage Loans, the amounts described in clause (i) hereof shall be determined
        on the basis of aggregate Scheduled Principal Balances, the Mortgage Rates
        described in clause (ii) hereof shall be determined on the basis of weighted
        average Mortgage Rates, the risk gradings described in clause (xiii) hereof
        shall be satisfied as to each such mortgage loan, the terms described in
        clause
        (ix) hereof shall be determined on the basis of weighted average remaining
        term
        to maturity; provided,
        that
        the
        stated maturity date of any Qualifying Substitute Mortgage Loan shall not
        be
        later than the Final Scheduled Distribution Date, the Loan-to-Value Ratios
        described in clause (xi) hereof shall be satisfied as to each such mortgage
        loan
        and, except to the extent otherwise provided in this sentence, the
        representations and warranties described in clause (xv) hereof must be satisfied
        as to each Qualifying Substitute Mortgage Loan or in the aggregate, as the
        case
        may be.

      



      
        
          
          

        

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

      


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

      


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

      


      Record
        Date:
        With
        respect to the Offered Certificates and the Class M10 and Class M11
        Certificates, and any Distribution Date, the close of business on the Business
        Day immediately preceding such Distribution Date. With respect to the Class
        P,
        Class X, Class LT-R and Class R Certificates and any Class of Definitive
        Certificates and any Distribution Date, the last Business Day of the month
        immediately preceding the month in which the Distribution Date occurs (or,
        in
        the case of the first Distribution Date, the Closing Date).

      


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

      


      Regulation
        S:
        Not
        applicable.

      


      Regulation
        S Global Security:
        Not
        applicable.

      


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

      



      
        
          
          

        

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

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      


      Required
        Reserve Fund Amount:
        With
        respect to any Distribution Date on which the Net Excess Spread Percentage
        is
        less than 0.25%, the amount, if any by which (a) the product of 1.00% and
        the
        aggregate Class
        Principal Amount of the Offered Certificates (other
        than the Class AIO Certificates) and the Class M10 and Class M11
        Certificates
        immediately prior to such Distribution Date
        exceeds
        (b) the amount on deposit in the Basis Risk Reserve Fund immediately prior
        to
        such date. With respect to any Distribution Date on which the Net Excess
        Spread
        Percentage is equal to or greater than 0.25%, the amount, if any, by which
        $1,000 exceeds the amount on deposit in the Basis Risk Reserve Fund immediately
        prior to such date; provided,
        however,
        that on
        any Distribution Date on which the Class Principal Amounts of each Class
        of the
        Offered Certificates
        (other
        than the Class AIO Certificates) and
        the
        Class M10 and Class M11 Certificates has been reduced to zero, the Required
        Reserve Fund Amount shall be zero.

      



      
        
          
          

        

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

      


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

      


      Restricted
        Certificate:
        Any
        Class M10, Class M11, Class P, Class X, Class LT-R or Class R
        Certificate.

      


      Restricted
        Global Security:
        Not
        Applicable.

      


      Retained
        Mortgage Documents:
        As
        defined in Section 2.02(b) hereof.

      


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

      


      Rules:
        As
        defined in Section 6.20(c).

      


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

      


      Scheduled
        Notional Amount:
        For
        each Distribution Date and the Swap Agreement, the amount set forth in Exhibit
        N-1. The initial Scheduled Notional Amount with respect to the Swap Agreement
        will be $439,811,607.00. For each Distribution Date and the Cap Agreement,
        the
        amount set forth in Exhibit N-2. The initial Scheduled Notional Amount with
        respect to the Cap Agreement will be $22,738,053.00.

      


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

      


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

      



      
        
          
          

        

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

      


      Securities
        Act:
        The
Securities
        Act of 1933, as amended

      


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

      


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

      


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

      


      Senior
        Enhancement Percentage:
        With
        respect to any Distribution Date, the fraction, expressed as a percentage,
        the
        numerator of which is the sum of (x) the aggregate Class Principal Amount
        of the
        Offered Subordinate Certificates and the Class M10 and Class M11 Certificates
        and (y) the Overcollateralization Amount (which amount, for purposes of this
        definition only, shall not be less than zero and assuming for purposes of
        this
        definition that the Principal Distribution Amount has been distributed on
        such
        Distribution Date and no Trigger Event has occurred) and the denominator
        of
        which is the Aggregate Loan Balance for such Distribution Date, in each case
        after giving effect to distributions on such Distribution Date.

      


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

      



      
        
          
          

        

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

      


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

      


      Senior
        Target Amount:
        With
        respect to any Distribution Date an amount equal to the lesser of (a) the
        product of (i) 78.40% and (ii) the Aggregate Loan Balance for such Distribution
        Date determined as of the last day of the related Collection Period (after
        giving effect to any prepayments received during the related Prepayment Period
        immediately prior to such Distribution Date) and
        (b) the amount, if any, by which (1) the Aggregate Loan Balance for such
        Distribution Date determined as of the last day of the related Collection
        Period
(after
        giving effect to any prepayments received during the related Prepayment Period
        immediately prior to such Distribution Date) exceeds
        (2) the Overcollateralization Floor.

      


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

      


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

      


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

      


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

      


      Servicing
        Agreement:
        Each
        servicing agreement or reconstituted servicing agreement identified on Exhibit
        E
        hereto, dated as of June 1, 2007, among the Seller, the Master Servicer and
        a
        Servicer, and any other servicing agreement entered into between a successor
        servicer and the Seller pursuant to the terms of this Agreement.

      


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

      


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

      



      
        
          
          

        

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

      


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

      


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

      


      Six-Month
        LIBOR:
        The
        average of the interbank offered rates for six-month U.S. dollar deposits
        in the
        London market, calculated as provided in the related mortgage note.

      


      Sponsor:
        Lehman
        Brothers Holdings Inc.

      


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

      


      Stepdown
        Date:
        The
        earlier of (x) the first Distribution Date following the Distribution Date
        on
        which the Class Principal Amounts of the Senior Certificates (other than
        the
        Class AIO Certificates) have each been reduced to zero or (y) the later to
        occur
        of (1) the Distribution Date in July 2010 and (2) the first Distribution
        Date on
        which the Senior Enhancement Percentage (calculated for this purpose after
        giving effect to payments or other recoveries in respect of the Mortgage
        Loans
        during the related Collection Period, but before giving effect to distributions
        on any related Certificate on such Distribution Date) is greater than or
        equal
        to 21.60%.

      


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

      


      Subordinate
        Certificates:
        The
        Offered Subordinate Certificates together with the Class M10 and Class M11
        Certificates.

      


      Subordinate
        Net Funds Cap:
        For
        each Distribution Date and the Class M1, Class M2, Class M3, Class M4, Class
        M5,
        Class M6, Class M7 and Class M8 Certificates, an annual rate equal to the
        product of (1) the Senior Net Funds Cap for such Distribution Date and (2)
        the
        fraction, the numerator of which is the aggregate Certificate Principal Balances
        of the Subordinate Certificates immediately prior to such Distribution Date,
        and
        the denominator of which is the aggregate Certificate Principal Balances
        of the
        Class M1, Class M2, Class M3, Class M4, Class M5, Class M6, Class M7 and
        Class
        M8 Certificates immediately prior to such Distribution Date.

      



      
        
          
          

        

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

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      



      
        
          
          

        

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

      


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

      


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

      


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

      


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

      


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

      


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

      


      S-X
        Component:
        A
        component of the Class X Certificate entitled to receive distributions pursuant
        to Section 5.02(h)(iv)(C) and Section 5.02 (h)(x).

      


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

      


      Targeted
        Overcollateralization Amount:
        With
        respect to any Distribution Date (x) prior to the Stepdown Date an amount
        equal
        to $6,900,961.41 (i.e.,
        approximately 1.35% of the Cut-Off Date Balance) and (y) for any Distribution
        Date on or after the Stepdown Date, the greater of (1) the lesser of (a)
        $6,900,961.41 and (b) 2.70% of the Aggregate Loan Balance as of the last
        day of
        the Collection Period and (2) the Overcollateralization Floor; provided,
        however,
        for any
        Distribution Date on or after the Stepdown Date and for which a Trigger Event
        is
        in effect, the Targeted Overcollateralization Amount will be equal to the
        Targeted Overcollateralization Amount in effect for the immediately preceding
        Distribution Date.

      


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

      


      Termination
        Event:
        As
        defined in the Swap Agreement.

      


      Termination
        Price:
        As
        defined in Section 7.01.

      



      
        
          
          

        

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

      


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

      


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

      


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

      


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

      


      Trust
        Fund:
        The
        corpus of the Lehman XS Trust 2007-11 created pursuant to this Agreement,
        consisting of the Mortgage Loans, the assignment of the Depositor’s rights under
        the Transfer Agreements, the Mortgage Loan Sale Agreement and each Servicing
        Agreement, such amounts as shall from time to time be held in the Basis Risk
        Reserve Fund, the Collection Account, Certificate Account, any Custodial
        Account
        and any Escrow Account, the Insurance Policies (or coverage thereunder),
        any REO
        Property and the other items referred to in, and conveyed to the Trustee
        under,
        Section 2.01(a).

      


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

      


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

      


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

      


      Underwriter:
        Lehman
        Brothers Inc.

      


      Underwriter’s
        Exemption:
        Prohibited Transaction Exemption 2007-5, 72 Fed. Reg. 13130 (2007), as amended
        (or any successor thereto), or any substantially similar administrative
        exemption granted by the U.S. Department of Labor.

      


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

      


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

      



      
        
          
          

        

        
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      Voting
        Interests:
        The
        portion of the voting rights of all the Certificates that is allocated to
        any
        Certificate for purposes of the voting provisions of this Agreement. At all
        times during the term of this Agreement, 96.00% of all Voting Interests shall
        be
        allocated to the Senior Certificates (other than the Class AIO Certificates)
        and
        the Subordinate Certificates. At all times during the term of this Agreement,
        1%
        of all Voting Interests shall be allocated to each of the Class AIO and Class
        P
        Certificates, while they remain outstanding. At all times during the term
        of
        this Agreement, 1% of all Voting Interests shall be allocated to the Class
        X
        Certificates, while they remain outstanding. If the Class AIO Certificates
        or
        the Class P Certificates are no longer outstanding, their Voting Interests
        shall
        be reallocated to the Senior Certificates (other than the Class AIO
        Certificates) and the Subordinate Certificates. At all times during the term
        of
        this Agreement, 1% of all Voting Interests shall be allocated to the Class
        R
        Certificates. Voting Interests shall be allocated among the Classes of
        Certificates (and among the Certificates within each such Class) in proportion
        to Class Principal Amounts (or Certificate Principal Amounts) or Percentage
        Interests. In the case of the purchase by the Master Servicer of the Pooling
        REMIC 1 Regular Interests pursuant to a Section 7.01(d) Purchase Event, the
        LTURI-holder shall be allocated 100% of the Voting Interests and upon such
        purchase any provision in this agreement which requires a vote by, a direction
        or notice given by, an action taken by, a request in writing by or the consent
        of any percentage of the Holders of any Class of Certificates may be exercised
        by the LTURI-holder.

      


      Weighted
        Average Bond Coupon:
        With
        respect to the Class AIO Certificates and any Distribution Date, the per
        annum
        rate equal to (a) the sum of (i) the product of (x) the Class Principal Amount
        of the Class A1 Certificates immediately prior to that Distribution Date
        and (y)
        the Certificate Interest Rate on the Class A1 Certificates, (ii) the product
        of
        (x) the Class Principal Amount of the Class A2 Certificates immediately prior
        to
        that Distribution Date and (y) the Certificate Interest Rate on the Class
        A2
        Certificates, (iii) the product of (x) the Class Principal Amount of the
        Class
        A3 Certificates immediately prior to that Distribution Date and (y) the
        Certificate Interest Rate on the Class A3 Certificates, (iv) the product
        of (x)
        the Class Principal Amount of the Class A4 Certificates immediately prior
        to
        that Distribution Date and (y) the Certificate Interest Rate on the Class
        A4
        Certificates, (v) the product of (x) the Class Principal Amount of the Class
        A5
        Certificates immediately prior to that Distribution Date and (y) the Certificate
        Interest Rate on the Class A5 Certificates, divided by (b) the Class Principal
        Amounts of the Senior Certificates (other than the Class AIO Certificates)
        immediately prior to such Distribution Date.

      


      Wells
        Fargo:
        Wells
        Fargo Bank, N.A. (and its successors in interest) in either its capacity
        as a
        Servicer or a Custodian.

      


      X-S
        Component:
        A
        component of the Class X Certificate entitled to receive distributions pursuant
        to Section 5.02(f)(viii).

      


      Section
        1.02. Calculations
        Respecting Mortgage Loans.

      


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

      



      
        
          
          

        

        
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      Section
        1.03. Calculations
        Respecting Accrued Interest.  

      


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

      


      ARTICLE
        II

      


      DECLARATION
        OF TRUST;

      ISSUANCE
        OF CERTIFICATES

      


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

      


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

      


      Concurrently
        with the execution of this Agreement, the Swap Agreement and the Cap Agreement
        shall be delivered to the Trustee. In connection therewith, the Depositor
        hereby
        authorizes and directs the Trustee (solely in its capacity as trustee of
        the
        Supplemental Interest Trust) to execute and deliver the Swap Agreement and
        the
        Cap Agreement (on behalf of the Supplemental Interest Trust), in trust for
        the
        benefit of the Senior Certificateholders (other than the Holders of the Class
        AIO Certificates). The Seller, the Master Servicer, the Depositor, the Servicer
        and the Senior Certificateholders (other than the Holders of the Class AIO
        Certificates) (by their acceptance of such Certificates) acknowledge and
        agree
        that the Trustee is executing and delivering the Swap Agreement and the Cap
        Agreement solely in its capacity as trustee of the Supplemental Interest
        Trust,
        and not in its individual capacity. The Depositor hereby authorizes and directs
        the Trustee, in its capacity as trustee of the Supplemental Interest Trust,
        to
        represent in the Swap Agreement that it is not required by any applicable
        law of
        any relevant jurisdiction to make any deduction or withholding for or on
        account
        of any tax from Net Swap Payment. The Trustee shall have no duty or
        responsibility to enter into any other interest rate swap agreement or interest
        rate cap agreement upon the expiration or termination of the Swap Agreement
        or
        the Cap Agreement. To the extent that the Swap Counterparty or the Cap
        Counterparty assigns rights or delegates its obligations under the Swap
        Agreement or the Cap Agreement to a transferee, the Trustee shall act only upon
        the direction of the Depositor with respect to such transfer. In addition,
        in
        determining whether a firm offer is made, the Trustee shall act at the direction
        of the Depositor.

      



      
        
          
          

        

        
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      Concurrently
        with the execution and delivery of this Agreement, the Depositor does hereby
        assign to the Trustee all of its rights and interest under the Mortgage Loan
        Sale Agreement, including all rights of the Seller under each Servicing
        Agreement and each Transfer Agreement (including the rights to enforce the
        related Transferor’s obligation to repurchase First Payment Default Mortgage
        Loans), but only to the extent assigned under the Mortgage Loan Sale Agreement.
        The Trustee hereby accepts such assignment, and shall be entitled to exercise
        all the rights of the Depositor under the Mortgage Loan Sale Agreement as
        if,
        for such purpose, it were the Depositor.

      


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

      


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

      


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

      


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

      



      
        
          
          

        

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

      


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

      


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

      


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

      


      (v)
         with
        respect to each Non-MERS Mortgage Loan, an original Assignment of Mortgage,
        in
        form and substance acceptable for recording. The related Mortgage shall be
        assigned either (A) in blank, without recourse or (B) to “Citibank, N.A., as
        Trustee of the Lehman XS Trust Mortgage Pass-Through Certificates, Series
        2007-11,” without recourse;

      


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

      



      
        
          
          

        

        
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      (vii)
         with
        respect to any Mortgage Loan other than a Cooperative Loan, the original
        mortgagee title insurance policy (or, in lieu thereof, a commitment to issue
        such title insurance policy with an original or certified copy of such title
        insurance policy to follow as soon after the Closing Date as reasonably
        practicable) or attorney’s opinion of title and abstract of title;

      


      (viii)
         if
        applicable, the original 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;

      


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

      


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

      


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

      


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

      


      Notwithstanding
        the above, certain of the Mortgage Files to be delivered and deposited with
        Wells Fargo, as custodian for the Mortgage Loans originated and serviced
        by
        Wells Fargo, shall include only the documents or instruments referred to
        in (i),
        (ii), (iv) and (v) above and the other documents identified above shall be
        delivered to and held by Wells Fargo, as Servicer, acting on the Trustee’s
        behalf. Upon the occurrence of a Document Transfer Event (and notice thereof
        by
        Wells Fargo to the Trustee) or at the request of the Trustee, Wells Fargo,
        as
        Servicer, as required under the related Servicing Agreements, will deliver
        any
        documents referred to in (iii), (vi), (vii), (viii), (ix), (x) and (xi) above
        (the “Retained Mortgage Documents”) to Wells Fargo, as Custodian.

      


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

      



      
        
          
          

        

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

      


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

      


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

      


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

      


      (g)
         The
        trust
        created hereunder is hereby named “Lehman XS Trust 2007-11.”

      


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

      



      
        
          
          

        

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

      


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

      


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

      



      
        
          
          

        

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

      


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

      


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

      


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

      


      Section
        2.03. Representations
        and Warranties of the Depositor.  

      


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

      


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

      


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

      



      
        
          
          

        

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

      


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

      


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

      


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

      


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


      



      
        
          
          

        

        
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      Section
        2.04. Discovery
        of Breach. 

      


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

      



      
        
          
          

        

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

      


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

      


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

      



      
        
          
          

        

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

      


      Section
        2.06. Grant
        Clause.  

      


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

      


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

      



      
        
          
          

        

        
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      ARTICLE
        III

      


      THE
        CERTIFICATES

      


      Section
        3.01. The
        Certificates.  

      


      (a)
         The
        Certificates shall be issuable in registered form only and shall be securities
        governed by Article 8 of the New York Uniform Commercial Code. The Book-Entry
        Certificates will be evidenced by one or more certificates, beneficial ownership
        of which will be held in the dollar denominations in Certificate Principal
        Amount (or Notional Amount), or in the Percentage Interests, specified herein.
        Each Class of Offered Certificates and the Class M10 and Class M11 Certificates
        will be issued in the minimum denominations in Certificate Principal Amount
        (or
        Notional Amount) specified in the Preliminary Statement hereto and in integral
        multiples of $1 in excess thereof. The Class P and Class X Certificates shall
        each be maintained in definitive, fully registered form in a minimum
        denomination equal to 10.00% of the Percentage Interest of each such Class
        and
        integral multiples of 1.00% in excess thereof. Each of the Class LT-R and
        Class
        R Certificates shall be issued as a single Certificate and maintained in
        definitive, fully registered form in a minimum denomination equal to 100%
        of the
        Percentage Interest of such Class. The Certificates may be issued in the
        form of
        typewritten certificates. 

      


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

      



      
        
          
          

        

        
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      (c)
         The
        Class
        M10 and Class M11 Certificates offered and sold in reliance on the exemption
        from registration under Rule 144A under the Securities Act shall be issued
        initially in the form of one or more permanent global Certificates in
        definitive, fully registered form without interest coupons with the applicable
        legends set forth in Exhibit A added to the forms of such Certificates (each,
        a
“Restricted Global Security”), which shall be deposited on behalf of the
        subscribers for such Certificates represented thereby with the Trustee, as
        custodian for The Depository Trust Company (“DTC”) and registered in the name of
        a nominee of DTC, duly executed and authenticated by the Trustee as hereinafter
        provided. The aggregate principal amounts of the Restricted Global Securities
        may from time to time be increased or decreased by adjustments made on the
        records of the Trustee or DTC or its nominee, as the case may be, as hereinafter
        provided.

      


      (d)
         The
        Class
        M10 and Class M11 Certificates sold in offshore transactions in reliance
        on
        Regulation S shall be issued initially in the form of one or more permanent
        global Certificates in definitive, fully registered form without interest
        coupons with the applicable legends set forth in Exhibit A hereto added to
        the
        forms of such Certificates (each, a “Regulation S Global Security”), which shall
        be deposited on behalf of the subscribers for such Certificates represented
        thereby with the Trustee, as custodian for DTC and registered in the name
        of a
        nominee of DTC, duly executed and authenticated by the Trustee as hereinafter
        provided. The aggregate principal amounts of the Regulation S Global Securities
        may from time to time be increased or decreased by adjustments made on the
        records of the Trustee or DTC or its nominee, as the case may be, as hereinafter
        provided.

      


      (e)
         The
        Class
        M10 and Class M11 Certificates sold to an “accredited investor” under Rule
        501(a)(1), (2), (3) or (7) under the Securities Act shall be issued initially
        in
        the form of one or more Definitive Certificates.

      


      Section
        3.02. Registration.  

      


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

      



      
        
          
          

        

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

      


      Section
        3.03. Transfer
        and Exchange of Certificates.  

      


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

      


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

      



      
        
          
          

        

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

      


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

      


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

      


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

      


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

      



      
        
          
          

        

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

      


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

      


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

      



      
        
          
          

        

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

      


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

      


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

      


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

      



      
        
          
          

        

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

      


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

      


      (h)
         Notwithstanding
        any provision to the contrary herein, so long as a Global Security representing
        any Class M10 or Class M11 Certificate remains outstanding and is held by
        or on
        behalf of DTC, transfers of a Global Security representing any such
        Certificates, in whole or in part, shall only be made in accordance with
        Section
        3.01 and this Section 3.03(h).

      


      (A) Subject
        to clauses (B) and (C) of this Section 3.03(h), transfers of a Global Security
        representing any Class M10 or Class M11 Certificate shall be limited to
        transfers of such Global Security, in whole or in part, to nominees of DTC
        or to
        a successor of DTC or such successor’s nominee.

      


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

      



      
        
          
          

        

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

      



      
        
          
          

        

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

      


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

      


      Section
        3.04. Cancellation
        of Certificates.  

      


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

      


      Section
        3.05. Replacement
        of Certificates.  

      


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

      


      Section
        3.06. Persons
        Deemed Owners.  

      


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

      



      
        
          
          

        

        
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      Section
        3.07. Temporary
        Certificates.  

      


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

      


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

      


      Section
        3.08. Appointment
        of Paying Agent.  

      


      (a)
          The
        Trustee may appoint a Paying Agent (which may be the Trustee) for the purpose
        of
        making distributions to Certificateholders hereunder. The Trustee shall cause
        such Paying Agent (including, without duplication of any of its existing
        obligations hereunder, the Trustee) to execute and deliver to the Trustee
        an
        instrument in which such Paying Agent shall agree with the Trustee that such
        Paying Agent will hold all sums held by it for the payment to Certificateholders
        in an Eligible Account in trust for the benefit of the Certificateholders
        entitled thereto until such sums shall be paid to the Certificateholders.
        All
        funds remitted by the Trustee to any such Paying Agent for the purpose of
        making
        distributions shall be paid to Certificateholders on each Distribution Date
        and
        any amounts not so paid shall be returned on such Distribution Date to the
        Trustee. If the Paying Agent is not the Trustee, the Trustee shall cause
        to be
        remitted to the Paying Agent on or before the Business Day prior to each
        Distribution Date, by wire transfer in immediately available funds, the funds
        to
        be distributed on such Distribution Date. Any Paying Agent shall be either
        a
        bank or trust company or otherwise authorized under law to exercise corporate
        trust powers. As of the Closing Date, the Trustee is the Paying
        Agent.

      


      (b)
         Any
        Paying Agent (including, without duplication of any of its existing obligations
        hereunder, the Trustee) shall comply with its reporting obligations under
        Regulation AB with respect to the Trust Fund in form and substance similar
        to
        those of the Trustee pursuant to Section 6.20, and the related assessment
        of
        compliance shall cover, at a minimum, the elements of the servicing criteria
        applicable to the Paying Agent indicated in Exhibit O attached hereto. For
        so
        long as the Depositor is subject to Exchange Act reporting requirements with
        respect to the Trust, the Paying Agent shall give prior written notice to
        the
        Sponsor, the Master Servicer, the Trustee and the Depositor of the appointment
        of any Subcontractor by it and a written description (in form and substance
        reasonably satisfactory to the Sponsor and the Depositor) of the role and
        function of each Subcontractor utilized by the Paying Agent, as applicable,
        specifying (A) the identity of each such Subcontractor and (B) which elements
        of
        the servicing criteria set forth under Item 1122(d) of Regulation AB will
        be
        addressed in assessments of compliance provided by each such Subcontractor.
        In
        addition, for so long as the Depositor is subject to Exchange Act reporting
        requirements with respect to the Trust, the Paying Agent shall notify the
        Sponsor, the Master Servicer, the Trustee and the Depositor within five (5)
        calendar days of knowledge thereof (i) of any legal proceedings pending against
        the Paying Agent of the type described in Item 1117 (§ 229.1117) of Regulation
        AB, (ii) any merger, consolidation or sale of substantially all of the assets
        of
        the Paying Agent and (iii) if the Paying Agent shall become (but only to
        the
        extent not previously disclosed) at any time an affiliate of any of the parties
        listed on Exhibit P hereto or any of their affiliates. On or before March
        1st
        of each
        year, the Depositor shall furnish any change in the information in Exhibit
        P to
        the Paying Agent and the Trustee.

      



      
        
          
          

        

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

      


      Section
        3.09. Book-Entry
        Certificates.  

      


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

      


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

      


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

      


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

      



      
        
          
          

        

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

      


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

      


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

      


      ARTICLE
        IV

      


      ADMINISTRATION
        OF THE TRUST FUND

      


      Section
        4.01. Collection
        Account.  

      



      
        
          
          

        

        
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      (a)
         On
        the
        Closing Date, the Master Servicer shall open and shall thereafter maintain
        a
        segregated account held in trust (the “Collection Account”), entitled “Aurora
        Loan Services LLC, as Master Servicer, in trust for the benefit of the Holders
        of Lehman XS Trust Mortgage Pass-Through Certificates, Series 2007-11.” The
        Collection Account shall relate solely to the Certificates and to the Pooling
        REMIC 1 Regular Interests issued by the Trust Fund hereunder, and funds in
        such
        Collection Account shall not be commingled with any other monies.

      


      (b)
         The
        Collection Account shall be an Eligible Account. If an existing Collection
        Account ceases to be an Eligible Account, the Master Servicer shall establish
        a
        new Collection Account that is an Eligible Account within ten (10) days and
        transfer all funds and investment property on deposit in such existing
        Collection Account into such new Collection Account.

      


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

      


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

      


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

      


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

      


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

      



      
        
          
          

        

        
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      (iv)
         all
        Insurance Proceeds;

      


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

      


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

      


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

      


      (e)
         Funds
        in
        the Collection Account may be invested in Eligible Investments selected by
        and
        at the written direction of the Master Servicer, which shall mature not later
        than one Business Day prior to the Master Servicer Remittance Date (except
        that
        if such Eligible Investment is an obligation of the Trustee, then such Eligible
        Investment shall mature not later than such applicable Master Servicer
        Remittance Date) and any such Eligible Investment shall not be sold or disposed
        of prior to its maturity. All such Eligible Investments shall be made in
        the
        name of the Master Servicer in trust for the benefit of the Trustee and the
        Holders of Lehman XS Trust Mortgage Pass-Through Certificates, Series 2007-11.
        All income and gain realized from any Eligible Investment shall be for the
        benefit of the Master Servicer and shall be subject to its withdrawal or
        order
        from time to time and shall not be part of the Trust Fund. The amount of
        any
        losses incurred in respect of any such investments shall be deposited in
        such
        Collection Account by the Master Servicer out of its own funds, without any
        right of reimbursement therefor, immediately as realized. The foregoing
        requirements for deposit in the Collection Account are exclusive, it being
        understood and agreed that, without limiting the generality of the foregoing,
        payments of interest on funds in the Collection Account and payments in the
        nature of late payment charges, assumption fees, prepayment penalties with
        respect to mortgages for which the Seller does not own the servicing rights,
        and
        other incidental fees and charges relating to the Mortgage Loans (other than
        Prepayment Premiums) need not be deposited by the Master Servicer in the
        Collection Account and may be retained by the Master Servicer or the applicable
        Servicer as additional servicing compensation. If the Master Servicer deposits
        in the Collection Account any amount not required to be deposited therein,
        it
        may at any time withdraw such amount from such Collection Account. 

      


      Section
        4.02. Application
        of Funds in the Collection Account.  

      


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

      



      
        
          
          

        

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

      


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

      


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

      


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

      


      (v)
         to
        reimburse itself or any Servicer for expenses incurred by and recoverable
        by or
        reimbursable to it or any Servicer pursuant to this Agreement, including,
        without limitation, Sections 9.04, 9.05, 9.06, 9.07(a), 9.16, 9.30 or 11.15
        or
        pursuant to the related Servicing Agreement;

      


      (vi)
         to
        pay to
        the Depositor or the Seller, as applicable, with respect to each Mortgage
        Loan
        or REO Property acquired in respect thereof that has been purchased pursuant
        to
        this Agreement, all amounts received thereon and not distributed on the date
        on
        which the related repurchase was effected, and to pay to the applicable Person
        any Advances and Servicing Advances to the extent specified in the definition
        of
        Purchase Price (or FPD Purchase Price), any FPD Premium, if any, (in the
        case of
        a First Payment Default Mortgage Loan), or any amounts paid by LBH for
        shortfalls in the Purchase Price for repurchases of First Payment Default
        Mortgage Loans pursuant to Section 1.04(f) of the Mortgage Loan Sale Agreement
        relating to the Seller paying the difference if the FPD Purchase Price is
        less
        than the Purchase Price;

      



      
        
          
          

        

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

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      



      
        
          
          

        

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

      


      Section
        4.03. Reports
        to Certificateholders.  

      


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

      


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

      


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

      


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

      


      (iv)
         the
        amount, if any, of distributions to the C-X Component, the S-X Component
        and the
        X-S Component, stated separately; 

      


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

      


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

      


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

      



      
        
          
          

        

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

      


      (ix)
         the
        amount of any Prepayment Premiums distributed to the Class P Certificates;
        

      


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

      


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

      


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

      


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

      


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

      


      (xv)
         the
        Certificate Interest Rate applicable to such Distribution Date with respect
        to
        each Class of Certificates (with a notation if such Certificate Interest
        Rate
        reflects the application of the Senior Net Funds Cap or Subordinate Net Funds
        Cap, as applicable);

      


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

      


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

      



      
        
          
          

        

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

      


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

      


      (xx)
         the
        level
        of LIBOR, the Certificate Interest Rate of each of the Offered Certificates
        for
        such Distribution Date;

      


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

      


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

      


      (xxiii)
         the
        amount of any FPD Premiums, if any, for such Distribution Date; and

      


      (xxiv)
         whether
        a
        Trigger Event is in effect for such Distribution Date. 

      


      In
        addition to the information listed above, for every year in which the Depositor
        is subject to Exchange Act reporting with respect to the Certificates, such
        Distribution Date Statement shall also include such other information as
        is
        required by Form 10-D, including but not limited to, the information required
        by
        Item 1121 (§ 229.1121) of Regulation AB, other than those data elements
        specified in Item 1121(a)(11), (12) and 14, to the extent that the Trustee
        shall
        have received any such information from the Depositor, the Sponsor, the Master
        Servicer, the Servicers, the Custodians, the Swap Counterparty, the Cap
        Counterparty or any Subservicer or Subcontractor therefor, as applicable,
        no
        later than four Business Days prior to the Distribution Date.

      


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

      


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

      


      The
        Trustee shall make such report and any additional loan level information
        (and,
        at its option, any additional files containing the same information in an
        alternative format) provided to it by the Master Servicer available each
        month
        to Certificateholders, any NIMS Insurer and the Rating Agencies via the
        Trustee’s internet website. The Trustee’s internet website shall initially be
        located at “www.sf.citidirect.com”. Assistance in using the website can be
        obtained by calling the Trustee’s customer service desk at (800) 422-2066. Such
        parties that are unable to use the website are entitled to have a paper copy
        mailed to them via first class mail by calling the customer service desk
        and
        indicating such or by notifying the Trustee at Citibank, N.A., 388 Greenwich
        Street, 14th
        Floor,
        New York, New York 10013, Attention: Agency and Trust, Lehman XS Trust 2007-11.
        The Trustee shall have the right to change the way such statements are
        distributed in order to make such distribution more convenient and/or more
        accessible to the above parties and the Trustee shall provide timely and
        adequate notification to all above parties regarding any such
        changes.

      



      
        
          
          

        

        
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      The
        foregoing information and reports shall be prepared and determined by the
        Trustee based solely on Mortgage Loan data provided to the Trustee by the
        Master
        Servicer (in a format agreed to by the Trustee and the Master Servicer) no
        later
        than 2:00 p.m. New York City time four Business Days prior to the Distribution
        Date, and on the information provided to the Trustee by the Swap Counterparty
        and the Cap Counterparty. In preparing or furnishing the foregoing information
        to the Certificateholders and any NIMS Insurer, the Trustee shall be entitled
        to
        rely conclusively on the accuracy of the information or data (i) regarding
        the
        Mortgage Loans including any First Payment Default Mortgage Loans) and the
        related REO Property that has been provided to the Master Servicer by each
        Servicer and to the Trustee by the Master Servicer, (ii) regarding the Swap
        Agreement, that has been provided to the Trustee by the Swap Counterparty
        and
        (iii) regarding the Cap Agreement, that has been provided to the Trustee
        by the
        Cap Counterparty, and the Trustee shall not be obligated to verify, recompute,
        reconcile or recalculate any such information or data. The Trustee shall
        be
        entitled to conclusively rely on the Mortgage Loan data provided by the Master
        Servicer and shall have no liability for any errors in such Mortgage Loan
        data.
        The Master Servicer shall be entitled to conclusively rely on the Mortgage
        Loan
        data provided by each Servicer and shall have no liability for any errors
        in
        such Mortgage Loan data. The information and reports described in the first
        paragraph of this Section 4.03(a) shall be provided to the Paying Agent (if
        other than the Trustee) by the Trustee no later than 12:00 p.m. New York
        City
        time two Business Days prior to the Distribution Date. 

      


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

      



      
        
          
          

        

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

      


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

      


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

      


      Section
        4.04. Certificate
        Account.  

      


      (a)
         The
        Trustee shall establish and maintain in its name, as trustee, a trust account
        (the “Certificate Account”) entitled “Certificate Account, Citibank, N.A., as
        Trustee, in trust for the benefit of the Holders of Lehman XS Trust Mortgage
        Pass-Through Certificates, Series 2007-11” until disbursed pursuant to the terms
        of this Agreement. The Certificate Account shall be an Eligible Account and
        shall be for the benefit of the Certificateholders. If the existing Certificate
        Account ceases to be an Eligible Account, the Trustee shall establish a new
        Certificate Account that is an Eligible Account within 20 Business Days and
        transfer all funds and investment property on deposit in such existing
        Certificate Account into such new Certificate Account. The Certificate Account
        shall relate solely to the Certificates and to the Pooling REMIC 1 Regular
        Interests issued hereunder and funds in the Certificate Account shall be
        held
        separate and apart from and shall not be commingled with any other monies
        including, without limitation, other monies of the Trustee held under this
        Agreement.

      



      
        
          
          

        

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

      


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

      


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

      


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

      


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

      


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

      


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

      


      ARTICLE
        V

      


      DISTRIBUTIONS
        TO HOLDERS OF CERTIFICATES

      


      Section
        5.01. Distributions
        Generally.  

      



      
        
          
          

        

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

      


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

      


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

      


      Section
        5.02. Distributions
        from the Certificate Account. 

      


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

      



      
        
          
          

        

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

      


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

      


      (ii)
         concurrently, on
        a
pro
        rata
        basis, to
        the
        Senior Certificates, Current Interest and any Carryforward Interest for such
        Classes for such Distribution Date; provided,
        however,
        that
        any shortfall in Current Interest and Carryforward Interest shall be allocated
        among such Classes in proportion to the amount of Current Interest and
        Carryforward Interest that would otherwise be distributable thereon,
provided,
        further,
        that
        the Trustee shall make no distributions to the Class AIO Certificates after
        the
        Distribution Date in April 2012;

      


      (iii)
         to
        the
        Offered Subordinated Certificates (other than the Class M9 Certificates),
        in
        accordance with the Interest Subordinate Priority, Current Interest and any
        Carryforward Interest for such Classes for such Distribution Date;
        and 

      


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

      


      (c)
         [Reserved].

      


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

      


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

      


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

      


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

      



      
        
          
          

        

        
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      (1) sequentially,
        to the Class A1 and Class A2 Certificates, in that order, until the Class
        Principal Amount of each such Class has been reduced to zero; and then to
        the
        Class A3 and Class A4 Certificates, pro
        rata,
        until
        the Class Principal Amount of each such Class has been reduced to zero; and
        

      


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

      


       

      


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

      


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

      


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

      


      (A)
         for
        deposit into the Swap Account, any Net Swap Payment or Swap Termination Payment
        (not due to a Swap Counterparty Trigger Event) owed to the Swap Counterparty
        (to
        the extent not distributed previously pursuant to subsection
        5.02(b)(1));

      


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

      


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

      



      
        
          
          

        

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

      


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

      


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

      


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

      


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

      



      
        
          
          

        

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

      


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


      


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

      


      (L)
         to
        the
        Class M10 Certificates, an amount equal to the lesser of (x) the excess, if
        any, of (a) the Principal Distribution Amount for such Distribution Date
        over (b) the amount distributed to the Senior Certificates (other than the
        Class AIO Certificates) and the Class M1, Class M2, Class M3, Class M4, Class
        M5, Class M6, Class M7, Class M8 and Class M9 Certificates and the amount
        paid
        to the Supplemental Interest Trust for deposit into the Interest Rate Swap
        Account pursuant to clauses (A) through (K) above, and (y) the M10
        Principal Distribution Amount for such Distribution Date, until the Class
        Principal Amount of such class has been reduced to zero;

      


      (M)
         to
        the
        Class M11 Certificates, an amount equal to the lesser of (x) the excess, if
        any, of (a) the Principal Distribution Amount for such Distribution Date
        over (b) the amount distributed to the Senior Certificates (other than the
        Class AIO Certificates) and the Class M1, Class M2, Class M3, Class M4, Class
        M5, Class M6, Class M7, Class M8, Class M9 and Class M10 Certificates and
        the
        amount paid to the Supplemental Interest Trust for deposit into the Interest
        Rate Swap Account pursuant to clauses (A) through (L) above, and
        (y) the M11 Principal Distribution Amount for such Distribution Date, until
        the Class Principal Amount of such class has been reduced to zero;
        and

      



      
        
          
          

        

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


      


      (e)
         
        [Reserved].

      


      (f)
         On
        each
        Distribution Date on or prior to a Section 7.01(d) Purchase Event, the Trustee
        shall distribute the Monthly Excess Cashflow for such Distribution Date,
        after
        making all distributions pursuant to Sections 5.02(g) and 5.02(h) below,
        in the
        following order of priority: 

      


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

      


      (B) to
        the
        Offered Subordinate Certificates (other than the Class M9 Certificates),
        in
        accordance with the Interest Subordinate Priority, any Current Interest and
        Carryforward Interest for such Classes for such Distribution Date, to the
        extent
        not paid pursuant to Sections 5.02(b)(iii); 

      


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

      


      (ii)
         for
        each
        Distribution Date occurring (a) before the Stepdown Date or (b) on or after
        the
        Stepdown Date but for which a Trigger Event is in effect, after giving effect
        to
        previous principal distributions on such Distribution Date pursuant to Sections
        5.02(d), 5.02(g)(ii) and 5.02(h)(v), then until the aggregate Certificate
        Principal Amount of the Offered Certificates and the Class M10 and Class
        M11
        Certificates equals the Target Amount, in the following order of
        priority:

      


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

      


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

      


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

      



      
        
          
          

        

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

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      



      
        
          
          

        

        
          98

          
            

          

        

        
          
          

        

      


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


      


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

      


      (K)
         to
        the
        Class M10 Certificates, in reduction of their Class Principal Amount, until
        the
        aggregate Class Principal Amount of the Senior Certificates (other than the
        Class AIO Certificates) and the Class M1, Class M2, Class M3, Class M4, Class
        M5, Class M6, Class M7, Class M8, Class M9 and Class M10 Certificates, after
        giving effect to distributions on such Distribution Date, equals the M10
        Target
        Amount; and

      


      (L)
         to
        the
        Class M11 Certificates, in reduction of their Class Principal Amount, until
        the
        aggregate Class Principal Amount of the Senior Certificates (other than the
        Class AIO Certificates) and the Class M1, Class M2, Class M3, Class M4, Class
        M5, Class M6, Class M7, Class M8, Class M9, Class M10 and Class M11
        Certificates, after giving effect to distributions on such Distribution Date,
        equals the M11 Target Amount; and

      


      (iv)
         to
        the
        Basis Risk Reserve Fund, an amount equal to the Basis Risk Payment with respect
        to the Offered Certificates (other than the Class AIO Certificates and the
        Class
        M9 Certificates), and then from the Basis Risk Reserve Fund, in the following
        order of priority:

      


      (A)
         (1)
        first, pro
        rata,
        to the
        Senior Certificates (other than the Class AIO Certificates), the amount of
        any
        Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls for each such Class
        and
        such Distribution Date, in proportion to the amount of such shortfalls; and
        (2)
        second, to the Offered Subordinate Certificates (other than the Class M9
        Certificates), in accordance with the Interest Subordinate Priority, the
        amount
        of any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls for each such
        Class and such Distribution Date, but solely after application of amounts
        distributed first,
        from
        the Cap Account pursuant to Section 5.02(g)(iv) below, and second,
        from
        the Swap Account pursuant to Section 5.02(h)(iv) and (vi) below;
        and

      


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

      



      
        
          
          

        

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

      


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

      


      (vii)
         on
        the
        earlier of (a) the Distribution Date occurring in May 2012 (or the next
        occurring Distribution Date on which sufficient funds are available in the
        Certificate Account) and (b) the final Distribution Date, to the Class P
        Certificates, $100 in payment of the Class P Principal Amount;

      


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

      


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

      


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

      


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

      


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

      


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

      



      
        
          
          

        

        
          100

          
            

          

        

        
          
          

        

      


      (iii)
         concurrently,
        to the Senior Certificates (other than the Class AIO Certificates), pro
        rata,
        any
        Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, for each such Class
        and
        for such Distribution Date, but solely to the extent not paid after application
        of amounts distributed under Section 5.02(h)(iv); 

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      



      
        
          
          

        

        
          101

          
            

          

        

        
          
          

        

      


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

      


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

      


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

      


      (C)
         to
        the
        S-X Component of the Class X Certificates, any amounts remaining;

      


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

      


      (vi)
         concurrently
        to the Senior Certificates (other than the Class AIO Certificates), pro
        rata, based
        on
        the amount of any remaining Basis Risk Shortfalls and Unpaid Basis Risk
        Shortfalls, any remaining Basis Risk Shortfalls and Unpaid Basis Risk
        Shortfalls, to the extent unpaid after application of amounts distributed
        pursuant to Section 5.02(h)(iv) above and Section 5.02(g)(iii) above for
        each
        such Class and for such Distribution Date;

      


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

      



      
        
          
          

        

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

      


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

      


      (x)
         to
        the
        S-X Component of the X Certificates, any remaining Swap Amount; and

      


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

      


      (i)
         [Reserved].
        

      


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

      


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

      


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

      


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

      



      
        
          
          

        

        
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      Section
        5.03. Allocation
        of Losses.  

      


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

      


      (i)
         to
        the
        Class M11 Certificates, until the Class Principal Amount of such Class has
        been
        reduced to zero;

      


      (ii)
         to
        the
        Class M10 Certificates, until the Class Principal Amount of such Class has
        been
        reduced to zero;

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      



      
        
          
          

        

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

      


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

      


      (b)
         Notwithstanding
        anything herein to the contrary, in the event that the Master Servicer or
        any
        Servicer fails for any reason to make an Advance required to be made pursuant
        to
        this Section 5.04 on or before the Master Servicer Remittance Date, the Trustee,
        in its capacity as successor master servicer pursuant to Section 6.14, shall,
        on
        or before the related Distribution Date, deposit in the Certificate Account
        an
        amount equal to the excess of (a) Advances required to be made by the Master
        Servicer or the Servicers that would have been deposited in such Certificate
        Account over (b) the amount of any Advance made by the Master Servicer or
        any
        Servicer with respect to such Distribution Date; provided,
        however,
        that
        the Trustee shall be required to make such Advance only if it is not prohibited
        by law from doing so and it has determined that such Advance would be
        recoverable from amounts to be received with respect to such Mortgage Loan,
        including late payments, Liquidation Proceeds, Insurance Proceeds, or otherwise.
        The Trustee shall be entitled to be reimbursed from the Collection Account
        and/or the Certificate Account for Advances made by it pursuant to this Section
        5.04 as if it were the Master Servicer. Notwithstanding anything herein to
        the
        contrary, in no event shall the Trustee (in its capacity as Trustee, successor
        servicer or successor master servicer) be required for any reason to make
        an
        Advance with respect to any Balloon Payment.

      



      
        
          
          

        

        
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      Section
        5.05. Compensating
        Interest Payments.

      


      The
        Master Servicer shall not be responsible for making any Compensating Interest
        Payments not made by the Servicers. Any Compensating Interest Payments made
        by
        the Servicers shall be a component of the Interest Remittance Amount.
        Notwithstanding anything herein to the contrary, in no event shall the Trustee
        (in its capacity as Trustee or successor master servicer) be required for
        any
        reason to make Compensating Interest Payments.

      


      Section
        5.06. Basis
        Risk Reserve Fund.

      


      (a)
         On
        the
        Closing Date, the Trustee shall establish and maintain in its name, in trust
        for
        the benefit of the holders of the LIBOR Certificates, the Basis Risk Reserve
        Fund, into which LBH shall initially deposit $1,000. The Basis Risk Reserve
        Fund
        shall be an Eligible Account, and funds on deposit therein shall be held
        separate and apart from, and shall not be commingled with, any other moneys,
        including, without limitation, other moneys of the Trustee held pursuant
        to this
        Agreement. If the existing Basis Risk Reserve Fund ceases to be an Eligible
        Account, the Trustee shall establish a new Basis Risk Reserve Fund that is
        an
        Eligible Account within 20 Business Days and transfer all funds and investment
        property on deposit in such existing Certificate Account into such new
        Certificate Account.

      


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

      


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

      



      
        
          
          

        

        
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      Section
        5.07. Supplemental
        Interest Trust; Swap and Cap Accounts.  

      


      (a)
         A
        separate trust is hereby established (the “Supplemental Interest Trust”), the
        corpus of which shall be held by the Trustee, in trust, for the benefit of
        the
        holders of the LIBOR Certificates. The Trustee, as trustee of the Supplemental
        Interest Trust, shall establish an account (the “Swap Account”), into which LBH
        shall initially deposit $1,000 on the Closing Date. The Swap Account shall
        be an
        Eligible Account, and funds on deposit therein shall be held separate and
        apart
        from, and shall not be commingled with, any other moneys, including, without
        limitation, other moneys of the Trustee held pursuant to this Agreement.
        If the
        existing Swap Account ceases to be an Eligible Account, the Trustee shall
        establish a new Swap Account that is an Eligible Account within 20 Business
        Days
        and transfer all funds and investment property on deposit in such existing
        Swap
        Account into such new Swap Account.

      


      (b)
         In
        addition, the Trustee, as trustee of the Supplemental Interest Trust, shall
        establish an account (the “Cap Account”), into which LBH shall initially deposit
        $1,000. The Cap Account shall be an Eligible Account, and funds on deposit
        therein shall be held separate and apart from, and shall not be commingled
        with,
        any other monies, including, without limitation, other monies of the Trustee
        held pursuant to this Agreement. If the existing Cap Account ceases to be
        an
        Eligible Account, the Trustee shall establish a new Cap Account that is an
        Eligible Account within 20 Business Days and transfer all funds and investment
        property on deposit in such existing Cap Account into such new Cap
        Account.

      


      (c)
         In
        addition, the Trustee, on behalf of the Supplemental Interest Trust, shall
        establish an account (the “Collateral Account”), into which funds shall be
        deposited pursuant to Section 5.07(h). The Collateral Account shall be an
        Eligible Account, and funds on deposit therein shall be held separate and
        apart
        from, and shall not be commingled with, any other monies, including, without
        limitation, other monies of the Trustee held pursuant to this Agreement.
        If the
        existing Collateral Account ceases to be an Eligible Account, the Trustee
        shall
        establish a new Collateral Account that is an Eligible Account within 20
        Business Days and transfer all funds and investment property on deposit in
        such
        existing Collateral Account into such new Collateral Account.

      


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

      


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

      


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

      



      
        
          
          

        

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

      


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

      


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

      


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

      



      
        
          
          

        

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


      


      (l)
         It
        is the
        intention of the parties hereto that, for federal and state income and state
        and
        local franchise tax purposes, the Supplemental Interest Trust be disregarded
        as
        an entity separate from the holder of the Class X Certificates until the
        date
        when either (a) there is more than one holder of the Class X Certificates
        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. The Trustee shall not be responsible for any
        entity
        level tax reporting for the Supplemental Interest Trust.

      


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

      


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

      


      Section
        5.08. Rights
        of Swap Counterparty.  

      


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

      



      
        
          
          

        

        
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      Section
        5.09. Termination
        Receipts. 

      


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

      


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

      


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

      


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

      



      
        
          
          

        

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

      


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

      


      ARTICLE
        VI

      


      CONCERNING
        THE TRUSTEE EVENTS OF DEFAULT

      


      Section
        6.01. Duties
        of Trustee and Paying Agent.  

      


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

      



      
        
          
          

        

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

      


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

      


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

      


      (ii) For
        all
        purposes under this Agreement, the Trustee shall not be deemed to have notice
        of
        (A) any Event of Default (other than resulting from a failure by the Master
        Servicer (i) to remit funds (or to make Advances) or (ii) to furnish information
        to the Trustee when required to do so) or (B) (i) any breach of the Swap
        Counterparty’s or Cap Counterparty’s representations and warranties under the
        Swap Agreeement or the Cap Agreement, as applicable, or (ii) an Event of
        Default, Terminiation Event or Additional Termination Event (as defined in
        the
        Swap Agreement and the Cap Agreement) unless a Responsible Officer of the
        Trustee has actual knowledge thereof or unless written notice of any event
        which
        is in fact such a default is received by the Trustee at the Corporate Trust
        Office, and such notice references the Holders and this Agreement;

      



      
        
          
          

        

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

      


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

      


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

      


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

      


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

      


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

      


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

      



      
        
          
          

        

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

      


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

      


      (k)
         On
        or
        before March 15 of each calendar year for so long as the Depositor is subject
        to
        Exchange Act reporting requirements for the Lehman XS Trust 2007-11, beginning
        in March 2008, the Trustee and Paying Agent (if other than the Trustee) shall
        deliver to the Sponsor, the Master Servicer and the Depositor a report regarding
        its assessment of compliance with the Servicing Criteria applicable to such
        party, as identified on Exhibit O hereto, as of and for the period ending
        the
        end of the fiscal year ending no later than December 31 of the year prior
        to the
        year of delivery of the report. Each such report shall include (a) a statement
        of the party’s responsibility for assessing compliance with the Servicing
        Criteria applicable to such party, (b) a statement that such party used the
        criteria identified in Item 1122(d) of Regulation AB (§ 229.1122(d)) to assess
        compliance with the applicable Servicing Criteria, (c) disclosure of any
        material instance of noncompliance identified by such party and (d) a statement
        that a registered public accounting firm has issued an attestation report
        on
        such party’s assessment of compliance with the applicable Servicing Criteria,
        which report shall be delivered by the Trustee as provided in Section 6.01(l).
        In the event that the Trustee and the Paying Agent are the same party, the
        Relevant Servicing Criteria of the Paying Agent shall be included in the
        Trustee’s report.. In addition, on or before March 15th of each calendar year
        for so long as the Depositor is subject to Exchange Act reporting requirements
        for the Lehman XS Trust 2007-11, beginning in March 2008, the Trustee and Paying
        Agent (if other than the Trustee) shall, at their own expense, furnish or
        cause
        to be furnished to the Sponsor and the Depositor an assessment of compliance
        and
        accountant’s attestation of any Subservicer or Subcontractor with respect to the
        Trustee or Paying Agent, as applicable. 

      


      (l)
         On
        or
        before March 15th of each calendar year for so long as the Depositor is subject
        to Exchange Act reporting requirements for the Lehman XS Trust 2007-11,
        beginning in March 2008, the Trustee and Paying Agent (if other than the
        Trustee) shall, at their own expense, cause a registered public accounting
        firm
        (who may also render other services to Trustee or Paying Agent), which is
        a
        member of the American Institute of Certified Public Accountants, to furnish
        to
        the Sponsor, the Master Servicer and the Depositor a report to the effect
        that
        (A) such firm attests to, and reports on, the assessment made by such asserting
        party pursuant to Section 6.01(k) above, where it has obtained a representation
        regarding certain matters from the management of such party, which report
        shall
        be made in accordance with standards for attestation engagements issued or
        adopted by the PCAOB. In the event that the Trustee and the Paying Agent
        are the
        same party, the attestation report caused to be furnished by the Trustee
        shall
        also address the Relevant Servicing Criteria for the Paying Agent. In addition,
        on or before March 15th
        of each
        calendar year in which the Depositor is required to file reports with respect
        to
        the Trust Fund in accordance with the Exchange Act and the rules and regulations
        of the Commission, beginning March 15, 2008, the Trustee shall at its own
        expense, furnish to the Sponsor, the Depositor and the Master Servicer an
        accountant’s attestation of any Subservicer or Subcontractor with respect to the
        Trustee. 

      



      
        
          
          

        

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

      


      (n)
         For
        as
        long as the Depositor is subject to Exchange Act reporting with respect to
        the
        Trust Fund, the Trustee and the Paying Agent (if other than the Trustee)
        shall
        notify the Depositor, the Master Servicer and the Sponsor within three (3)
        Business Days of the related Distribution Date (i) of any legal proceedings
        pending against the Trustee of the type described in Item 1117 (§ 229.1117) of
        Regulation AB and (ii) if the Trustee shall become (but only to the extent
        not
        previously disclosed) at any time an affiliate of any of the parties listed
        on
        Exhibit P hereto, together with a description thereof. On or before March
        1st of
        each year, the Depositor shall distribute the information in Exhibit P to
        the
        Trustee.

      


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

      


      (p)
         The
        Paying Agent and Certificate Registrar shall have the same rights, protections,
        immunities and indemnities as are afforded to the Trustee pursuant to this
        Article VI.

      


      Section
        6.02. Certain
        Matters Affecting the Trustee.  

      


      Except
        as
        otherwise provided in Section 6.01:

      


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

      



      
        
          
          

        

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

      


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

      


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

      


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

      


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

      



      
        
          
          

        

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

      


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

      


      Section
        6.03. Trustee
        Not Liable for Certificates.  

      


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

      


      Section
        6.04. Trustee
        May Own Certificates.  

      


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

      


      Section
        6.05. Eligibility
        Requirements for Trustee.  

      


      The
        Trustee hereunder shall at all times be (i) an institution whose accounts
        are
        insured by the FDIC, (ii) a corporation or national banking association,
        organized and doing business under the laws of any State or the United States
        of
        America, authorized under such laws to exercise corporate trust powers, having
        a
        combined capital and surplus of not less than $50,000,000 and subject to
        supervision or examination by federal or state authority and (iii) not an
        Affiliate of the Master Servicer or any Servicer. In addition, the Trustee
        shall
        have a minimum short term debt rating of at least “A-1” from S&P. If such
        corporation or national banking association publishes reports of condition
        at
        least annually, pursuant to law or to the requirements of the aforesaid
        supervising or examining authority, then, for the purposes of this Section,
        the
        combined capital and surplus of such corporation or national banking association
        shall be deemed to be its combined capital and surplus as set forth in its
        most
        recent report of condition so published. In case at any time the Trustee
        shall
        cease to be eligible in accordance with provisions of this Section, the Trustee
        shall resign immediately in the manner and with the effect specified in Section
        6.06.

      



      
        
          
          

        

        
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      Section
        6.06. Resignation
        and Removal of Trustee.  

      


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

      


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

      


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

      



      
        
          
          

        

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

      


      Section
        6.07. Successor
        Trustee.  

      


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

      


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

      


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

      



      
        
          
          

        

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

      


      Section
        6.08. Merger
        or Consolidation of Trustee.  

      


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

      


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

      


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

      



      
        
          
          

        

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

      


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

      


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

      


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

      


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

      


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

      


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

      



      
        
          
          

        

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

      


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

      


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

      


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

      


      Section
        6.10. Authenticating
        Agents.  

      


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

      


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

      



      
        
          
          

        

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

      


      Section
        6.11. Indemnification
        of Trustee.  

      


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

      


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

      


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

      


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

      


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

      



      
        
          
          

        

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

      


      Section
        6.12. Fees
        and Expenses of Trustee and Custodians.  

      


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

      


      Section
        6.13. Collection
        of Monies.  

      


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

      


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

      


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

      


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

      



      
        
          
          

        

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

      


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

      


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

      


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

      


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

      


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

      


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

      



      
        
          
          

        

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

      


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

      


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

      


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

      


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

      



      
        
          
          

        

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

      


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

      



      
        
          
          

        

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

      


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

      


      (c)
         Notwithstanding
        the above, the Trustee may, if it shall be unwilling to continue to so act,
        or
        shall, if it is unable to so act, petition a court of competent jurisdiction
        to
        appoint, or appoint on its own behalf any established housing and home finance
        institution servicer, master servicer, servicing or mortgage servicing
        institution having a net worth of not less than $15,000,000 and meeting such
        other standards for a successor master servicer as are set forth in this
        Agreement, as the successor to such Master Servicer in the assumption of
        all of
        the responsibilities, duties or liabilities of the Master Servicer hereunder.
        Such successor master servicer shall have no responsibility for any act or
        omission of the Master Servicer prior to such successor’s assumption of the
        Master Servicer’s rights and obligations hereunder and such successor master
        servicer shall also have no liability relating to the representations and
        warranties of the Master Servicer set forth in Section 9.14. Any entity
        designated by the Trustee as a successor master servicer may be an Affiliate
        of
        the Trustee; provided,
        however,
        that,
        unless such Affiliate meets the net worth requirements and other standards
        set
        forth herein for a successor master servicer, the Trustee in its individual
        capacity shall agree, at the time of such designation, to be and remain liable
        to the Trust Fund for such Affiliate’s actions and omissions in performing its
        duties hereunder. In connection with such appointment and assumption, the
        Trustee may make such arrangements for the compensation of such successor
        out of
        payments on Mortgage Loans as it and such successor shall agree; provided,
        however,
        that no
        such compensation shall be in excess of that permitted to the Master Servicer
        hereunder. The Trustee and such successor shall take such actions, consistent
        with this Agreement, as shall be necessary to effectuate any such succession
        and
        may make other arrangements with respect to the servicing to be conducted
        hereunder which are not inconsistent herewith. The Master Servicer shall
        cooperate with the Trustee and any successor master servicer in effecting
        the
        termination of the Master Servicer’s responsibilities and rights hereunder
        including, without limitation, notifying Mortgagors of the assignment of
        the
        master servicing functions and providing the Trustee and successor master
        servicer, as applicable, all documents and records in electronic or other
        form
        reasonably requested by it to enable it to assume the Master Servicer’s
        functions hereunder and the transfer to the Trustee or such successor master
        servicer, as applicable, all amounts which shall at the time be or should
        have
        been deposited by the Master Servicer in the Collection Account and any other
        account or fund maintained with respect to the Certificates or the Pooling
        REMIC
        1 Regular Interests or thereafter be received with respect to the Mortgage
        Loans. Neither the Trustee nor any other successor master servicer shall
        be
        deemed to be in default hereunder by reason of any failure to make, or any
        delay
        in making, any distribution hereunder or any portion thereof caused by (i)
        the
        failure of the Master Servicer to deliver, or any delay in delivering, cash,
        documents or records to it, (ii) the failure of the Master Servicer to cooperate
        as required by this Agreement, (iii) the failure of the Master Servicer to
        deliver the Mortgage Loan data to the Trustee as required by this Agreement
        or
        (iv) restrictions imposed by any regulatory authority having jurisdiction
        over
        the Master Servicer. 

      



      
        
          
          

        

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

      


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

      


      Section
        6.16. Waiver
        of Defaults.  

      


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

      


      Section
        6.17. Notification
        to Holders.  

      



      
        
          
          

        

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

      


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

      


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

      


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

      


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

      


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

      



      
        
          
          

        

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

      


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

      


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

      


      (d)
         Reports
        Filed on Form 10-D. 

      


      (i) Within
        15
        days following each Distribution Date (or such later date as may be permissible
        due to an extension of the filing deadline under the Exchange Act), the Trustee
        will prepare and file a distribution report on Form 10-D (the “Distribution
        Report”) with respect to the Trust Fund, which Distribution Report shall include
        (A) a copy of the Distribution Date Statement prepared by the Trustee in
        respect
        of the related Distribution Date detailing all applicable data elements
        specified in Item 1121(a) of Regulation AB, other than those data elements
        specified in Item 1121(a)(11), (12) and (14) and; provided, that, the Trustee
        shall have received from the Depositor, the Sponsor, the Master Servicer,
        any
        Servicer, any Custodian, any Cap Counterparty, any Swap Counterparty or any
        Subservicer or Subcontractor therefor, no later than three Business Days
        after
        the related Distribution Date, the following additional information, data,
        and
        materials, in a form suitable for conversion to the format required for filing
        with the Commission via EDGAR, required to be included in the Distribution
        Report on Form 10-D for such Distribution Date:

      



      
        
          
          

        

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

      


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

      


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

      


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

      


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

      


      (F)
          Item
        6 -
        Significant Obligors of Pool Assets (information required by Item 1112(b)
        of
        Regulation AB);

      


      (G)
          Item
        7 -
        Significant Enhancement Provider Information (information required by Items
        1114(b)(2) and 1115(b) of Regulation AB);

      


      (H)
          Item
        8 -
        Other Information (all other information required to be disclosed on Form
        8-K
        during the period covered by the report and not yet reported); and 

      


      (I)
          Item
        9 -
        Exhibits (all exhibits required to be filed by Form 10-D and Item 601 of
        Regulation S-K other than the Distribution Date Statement to be provided
        by the
        Trustee).

      


      Any
        disclosure in addition to the Distribution Date Statement that is required
        to be
        included on Form 10-D (“Additional
        Form 10-D Disclosure”)
        shall
        be reported by the parties set forth on Exhibit Q to the Depositor and the
        Trustee and directed and approved by the Depositor pursuant to the following
        paragraph, and the Trustee will have no duty or liability for any failure
        hereunder to determine or prepare any Additional Form 10-D Disclosure to
        the
        extent that such information is required to be provided by a party other
        than
        the Trustee, except as set forth in the next paragraph.

      


      (ii) After
        preparing the Form 10-D, the Trustee shall forward electronically a draft
        copy
        of the Form 10-D to the Exchange Act Signing Party for review and approval.
        If
        the Master Servicer is the Exchange Act Signing Party and the Form 10-D includes
        Additional Form 10-D Disclosure, then the Form 10-D shall also be electronically
        distributed to the Depositor for review and approval. No later than two Business
        Days prior to the 15th
        calendar
        day after the related Distribution Date, a duly authorized officer of the
        Exchange Act Signing Party shall sign the Form 10-D and return an electronic
        or
        fax copy of such signed Form 10-D (with an original executed hard copy to
        follow
        by overnight mail) to the Trustee. If a Form 10-D cannot be filed on time
        or if
        a previously filed Form 10-D needs to be amended, the Trustee will follow
        the
        procedures set forth in subsection (g)(ii) of this Section 6.20. Promptly
        (but
        no later than one Business Day) after filing with the Commission, the Trustee
        will make available on its internet website a final executed copy of each
        Form
        10-D filed by the Trustee. Each party to this Agreement acknowledges that
        the
        performance by the Trustee of its duties under this Section 6.20(d) related
        to
        the timely preparation and filing of Form 10-D is contingent upon such parties
        strictly observing all applicable deadlines in the performance of their duties
        under this Section 6.20(d). The Trustee shall have no liability for any loss,
        expense, damage, claim arising out of or with respect to any failure to properly
        prepare and/or timely file such Form 10-D, where such failure results from
        the
        Trustee’s inability or failure to obtain or receive, on a timely basis, any
        information from any other party hereto needed to prepare or file such Form
        10-D, not resulting from its own negligence, bad faith or willful misconduct.
        The Trustee shall not be responsible (1) for the content of any of the
        information provided pursuant to clauses (d)(i)(A) - (I) above (unless such
        item
        is provided by and specific to the Trustee or its Subcontractor, in which
        case
        the Trustee will be responsible for the content of such information;
provided
        that
        such information is not revised without the prior consent of the
        Trustee),
        (2)
        for determining whether any such information is required to be included in
        any
        Form 10-D (unless such information is specific to the Trustee, in which case
        the
        Trustee shall be responsible for making such a determination), (3) for
        reformatting any information that is not in a form suitable for conversion
        to
        the format required for filing with the Commission via EDGAR so that it is
        able
        to be filed on EDGAR or (4) for the failure to include any information if
        it is
        not provided to the Trustee on a timely basis (unless such item is specific
        to
        the Trustee, in which case the Trustee will be responsible for the failure
        to
        include such information, unless
        such information is not included in the final Form 10-D without the consent
        of
        the Trustee).

      



      
        
          
          

        

        
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      The
        Trustee has no duty under this Agreement to monitor or enforce the performance
        by the parties listed on Exhibit Q of their duties under this paragraph or
        proactively solicit or procure from such parties any Additional Form 10-D
        Disclosure information. The Depositor will be responsible for any reasonable
        fees and expenses assessed or incurred by the Trustee in connection with
        including any Additional Form 10-D Disclosure on Form 10-D pursuant to this
        Section 6.20(d). 

      


      (iii) Form
        10-D
        requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has
        filed all reports required to be filed by Section 13 or 15(d) of the Exchange
        Act during the preceding 12 months (or for such shorter period that the
        registrant was required to file such reports), and (2) has been subject to
        such
        filing requirements for the past 90 days.” At the date of filing of each annual
        report on Form 10-K with respect to the Trust Fund, the Depositor shall be
        deemed to represent to the Trustee that as of such date, the Depositor has
        filed
        all such required reports during the preceding 12 months and that is has
        been
        subject to such filing requirements for the past 90 days. The Depositor hereby
        directs the Trustee to check “yes” with respect to both clauses (1) and (2)
        above. The Depositor shall notify the Trustee in writing, no later than the
        fifth calendar day after the related Distribution Date with respect to the
        filing of a report on Form 10-D, if the answer to either of clause (1) or
        clause
        (2) above is “no.” The Trustee shall be entitled to rely on such direction in
        preparing and/or filing any such Form 10-D. 

      



      
        
          
          

        

        
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      (e)
         Reports
        Filed on Form 10-K.

      


      (i) On
        or
        prior to the 90th
        day
        after the end of each fiscal year of the Trust Fund or such earlier date
        as may
        be required by the Exchange Act (the “10-K Filing Deadline”) (it being
        understood that the fiscal year for the Trust Fund ends on December
        31st
        of each
        year), commencing in March 2008, and, unless and until a Form 15 Suspension
        Notification shall have been filed, the Trustee shall prepare and file (but
        will
        not execute) a Form 10-K in respect of the Trust Fund, which shall include
        the
        certification required pursuant to Rule 13a-14 under the Exchange Act (the
“Form
        10-K Certification”) signed by an appropriate party or parties (which Form 10-K
        Certification the Trustee shall not be required to prepare or sign) and such
        other information as is required by the Rules; provided,
        that,
        the Trustee shall have received from the Depositor, each Servicer, each
        Custodian, each Additional Servicer, any Servicing Function Participant and
        the
        Master Servicer (each, a “Reporting Servicer”), no later than March 15th of each
        calendar year prior to the filing deadline for such Annual Report, all
        information, data, assessments of compliance, accountant’s attestations and
        exhibits required to be provided or filed with such Annual Report including
        information, data, assessments of compliance, accountant’s attestations and
        exhibits required to be provided in connection with the following Items and
        other filing requirements of Form 10-K: 

      


      (A) Item
        9B -
        Other Information (information required to be reported on Form 8-K in the
        fourth
        quarter but not reported);

      


      (B) Item
        15 -
        Exhibits and Financial Statement Schedules (including all exhibits required
        to
        be filed pursuant to Item 601 of Regulation S-K under the Exchange Act other
        than the certification specified in Item 601(b)(31)(ii) of Regulation S-K
        and
        the Assessment of Compliance, Attestation Report, and Compliance Statement
        specified in Item 601(b)(33), (34) and (35) of Regulation S-K with respect
        to
        those Servicing Criteria as to which the Trustee is the Item 1122 Responsible
        Party); 

      


      (C) Significant
        Obligor Financial Information (Item 1112(b) of Regulation AB);

      


      (D) Significant
        Enhancement Provider Financial Information (Items 1114(b)(2) and 1115(b)
        of
        Regulation AB);

      


      (E) Legal
        Proceedings (Item 1117 of Regulation AB);

      


      (F) Affiliations
        and Certain Relationships and Related; Transactions (Item 1119 of Regulation
        AB);

      


      (G) Compliance
        with Applicable Servicing Criteria (Item 1122 of Regulation AB);
        and

      


      (H) Servicer
        Compliance Statement (Item 1123 of Regulation AB).

      



      
        
          
          

        

        
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      Any
        disclosure or information listed in (A) through (H) above that is required
        to be
        included on Form 10-K (“Additional
        Form 10-K Disclosure”)
        shall
        be reported by the parties set forth on Exhibit R to the Depositor and the
        Trustee and directed and approved by the Depositor pursuant to the following
        paragraph, and the Trustee will have no duty or liability for any failure
        hereunder to determine or prepare any Additional Form 10-K Disclosure to
        the
        extent that such information is required to be provided by a party other
        than
        the Trustee, except as set forth in the next paragraph. 

      


      (ii) After
        preparing the Form 10-K, the Trustee shall forward electronically a draft
        copy
        of the Form 10-K to the Exchange
        Act Signing Party for review and approval. If the Master
        Servicer is
        the
        Exchange Act Signing Party and the Form 10-K includes Additional Form 10-K
        Disclosure, then the Form 10-K shall also be electronically distributed to
        the
        Depositor for review and approval. No later than the close of business New
        York
        City time on the 4th Business Day prior to the 10-K Filing Deadline, a senior
        officer of the Exchange
        Act Signing Party
        shall sign the Form 10-K and return an electronic or fax copy of such signed
        Form 10-K (with an original executed hard copy to follow by overnight mail)
        to
        the Trustee.
        If a
        Form 10-K cannot be filed on time or if a previously filed Form 10-K needs
        to be
        amended, the Trustee will follow the procedures set forth in subsection (g)
        of
        this Section 6.20. Promptly (but no later than one Business Day) after filing
        with the Commission, the Trustee will make available on its internet website
        a
        final executed copy of each Form 10-K filed by the Trustee. The parties to
        this
        Agreement acknowledge that the performance by the Trustee of its duties under
        this Section 6.20(e) related to the timely preparation and filing of Form
        10-K
        is contingent upon such parties (and any Additional Servicer or Servicing
        Function Participant) strictly observing all applicable deadlines in the
        performance of their duties under this Section 6.20(e), Section 9.25(a),
        Section
        9.25(b) and Section 9.26. The Trustee shall have no liability for any loss,
        expense, damage or claim arising out of or with respect to any failure to
        properly prepare and/or timely file such Form 10-K, where such failure results
        from the Trustee’s inability or failure to obtain or receive, on a timely basis,
        any information from any other party hereto needed to prepare, arrange for
        execution or file such Form 10-K, not resulting from its own negligence,
        bad
        faith or willful misconduct. The Trustee shall not be responsible (1) for
        the
        content of any of the information provided pursuant to clauses (e)(i)(A)
        - (H)
        above (unless such item is provided by and specific to the Trustee or its
        Subcontractor, in which case the Trustee will be responsible for the content
        of
        such information; provided
        that
        such information is not revised without the prior consent of the
        Trustee),
        (2)
        for determining whether any such information is required to be included in
        any
        Form 10-K (unless such information is specific to the Trustee, in which case
        the
        Trustee shall be responsible for making such a determination), (3) for
        reformatting any information that is not in a form suitable for conversion
        to
        the format required for filing with the Commission via EDGAR so that it is
        able
        to be filed on EDGAR or (4) for the failure to include any information if
        it is
        not provided to the Trustee on a timely basis (unless such item is specific
        to
        the Trustee, in which case the Trustee will be responsible for the failure
        to
        include such information, unless
        such information is not included in the final Form 10-K without the consent
        of
        the Trustee).
        

      



      
        
          
          

        

        
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      The
        Trustee has no duty under this Agreement to monitor or enforce the performance
        by the parties listed on Exhibit R of their duties under this paragraph or
        proactively solicit or procure from such parties any Additional Form 10-K
        Disclosure information. The Depositor will be responsible for any reasonable
        fees and expenses assessed or incurred by the Trustee in connection with
        including any Additional Form 10-K Disclosure on Form 10-K pursuant to this
        paragraph.

      


      (iii) Unless
        a
        Form 15 Suspension Notification with respect to the Trust Fund has been filed,
        if so requested, on or prior to March 15th
        of each
        year, beginning in March 2008, the Trustee shall sign a certification in
        the
        form attached hereto as Exhibit M (the “Back-up Certification”) for the benefit
        of the Exchange Act Signing Party and the Person who signs the Form 10-K
        Certification (the “Certifying Party”) regarding certain aspects of such Form
        10-K Certification, upon which the Exchange Act Signing Party and the Certifying
        Party can reasonably rely (provided,
        however,
        that the
        Trustee shall not be required to undertake an analysis of, and shall have
        no
        responsibility for, any financial information, the accountant’s report,
        certification or other materials contained therein, except for those
        computations prepared by the Trustee and reflected in the distribution report).
        Nothing in this Section 6.20(i) shall relieve the Trustee of its responsibility
        for the matters as to which it is certifying in the form attached hereto
        as
        Exhibit M. 

      


      (iv) Form
        10-K
        requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has
        filed all reports required to be filed by Section 13 or 15(d) of the Exchange
        Act during the preceding 12 months (or for such shorter period that the
        registrant was required to file such reports), and (2) has been subject to
        such
        filing requirements for the past 90 days.” The Depositor hereby directs the
        Trustee to check “yes” with respect to both clauses (1) and (2) above. The
        Depositor shall notify the Trustee in writing, no later than the 15th calendar
        day of March in any year in which the Trust is subject to the reporting
        requirements of the Exchange Act, if the answer to either of clause (1) or
        clause (2) above is “no.” The Trustee shall be entitled to rely on such
        direction in preparing and/or filing any such Form 10-K.

      


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

      


      (f)
         Reports
        Filed on Form 8-K.

      


      (i) Within
        four Business Days after the occurrence of an event requiring disclosure
        on Form
        8-K (each such event, a “Reportable Event”), at the written direction and
        expense of the Depositor, the Trustee shall prepare and file Current Reports
        on
        Form 8-K in respect of the Trust Fund, as required by the Exchange Act;
provided,
        that,
        the Depositor shall have timely notified the Trustee of an item reportable
        on a
        Current Report on Form 8-K and shall have delivered to the Trustee no later
        than
        two Business Days prior to the filing deadline for such Current Report, all
        information, data, and exhibits required to be provided or filed with such
        Current Report, including, particularly, information, data and exhibits,
        in a
        form suitable for conversion to the format required for filing with the
        Commission via EDGAR, required to be provided in connection with the following
        Items of Form 8-K:

      



      
        
          
          

        

        
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      (A) Item
        1.01
        - Entry into a Material Definitive Agreement;

      


      (B) Item
        1.02
        - Termination of a Material Definitive Agreement;

      


      (C) Item
        1.03
        - Bankruptcy or Receivership;

      


      (D) Item
        2.04
        - Triggering Events that Accelerate or Increase a Direct Financial Obligation
        or
        an Obligation under an Off-Balance Sheet Arrangement;

      


      (E) Item
        3.03
        - Material Modification to Rights of Security Holders;

      


      (F) Item
        5.03
        - Amendments of Articles of Incorporation or Bylaws; Change of Fiscal
        Year

      


      (G) Item
        6.02
        - Change in Servicer or Trustee;

      


      (H) Item
        6.03
        - Change in Credit Enhancement or Other External Support;

      


      (I) Item
        6.04
        - Failure to Make a Required Distribution; and

      


      (J) Item
        6.05
        - Securities Act Updating Disclosure.

      


      Any
        disclosure or information related to a Reportable Event or that is otherwise
        required to be included on Form 8-K other than the initial Form 8-K
        (“Form
        8-K Disclosure Information”)
        shall
        be reported by the parties set forth on Exhibit S to the Depositor and the
        Trustee and directed and approved by the Depositor pursuant to the following
        paragraph, and the Trustee will have no duty or liability for any failure
        hereunder to determine or prepare any Form 8-K Disclosure Information or
        any
        Form 8-K to the extent that such information is required to be provided by
        a
        party other than the Trustee, except as set forth in the next paragraph.
        

      


      (ii) After
        preparing the Form 8-K, the Trustee shall forward electronically, no later
        than
        Noon New York City time on the 3rd
        Business
        Day after the Reportable Event, a draft copy of the Form 8-K to the Exchange
        Act
        Signing Party for review and approval. If the Master Servicer is the Exchange
        Act Signing Party, then the Form 8-K shall also be electronically distributed
        to
        the Depositor for review and approval. No later than 1 p.m. New York City
        time
        on the 4th
        Business
        Day after the Reportable Event, a duly authorized officer of the Exchange
        Act
        Signing Party shall sign the Form 8-K and return an electronic or fax copy
        of
        such signed Form 8-K (with an original executed hard copy to follow by overnight
        mail) to the Trustee. If a Form 8-K cannot be filed on time or if a previously
        filed Form 8-K needs to be amended, the Trustee will follow the procedures
        set
        forth in subsection (g) of this Section 6.20. Promptly (but no later than
        one
        Business Day) after filing with the Commission, the Trustee will make available
        on its internet website a final executed copy of each Form 8-K filed by the
        Trustee. The parties to this Agreement acknowledge that the performance by
        the
        Trustee of its duties under this Section 6.20(f) related to the timely
        preparation and filing of Form 8-K is contingent upon such parties strictly
        observing all applicable deadlines in the performance of their duties under
        this
        Section 6.20(f). The Trustee shall have no liability for any loss, expense,
        damage, claim arising out of or with respect to any failure to properly prepare
        and/or timely file such Form 8-K, where such failure results from the Trustee’s
        inability or failure to obtain or receive, on a timely basis, any information
        from any other party hereto needed to prepare or file such Form 8-K, not
        resulting from its own negligence, bad faith or willful misconduct. The Trustee
        shall not be responsible (1) for the content of any of the information provided
        pursuant to clauses (f)(i)(A) - (J) above (unless such item is provided by
        and
        specific to the Trustee or its Subcontractor, in which case the Trustee will
        be
        responsible for the content of such information; provided
        that
        such information is not revised without the prior consent of the
        Trustee),
        (2)
        for determining what information is required to be filed on a Form 8-K in
        connection with the transactions contemplated by this Agreement (unless such
        information is specific to the Trustee, in which case the Trustee will be
        responsible for making such a determination, unless
        such information is not included in the final Form 8-K without the consent
        of
        the Trustee),
        (3)
        for reformatting any information that is not in a form suitable for conversion
        to the format required for filing with the Commission via EDGAR so that it
        is
        able to be filed on EDGAR or (4) for any late filing of a Form 8-K in the
        event
        that it does not receive all information, data, signatures and exhibits required
        to be provided or filed on or prior to the second Business Day prior to the
        applicable filing deadline. The Trustee has no duty under this Agreement
        to
        monitor or enforce the performance by the parties listed on Exhibit S of
        their
        duties under this paragraph or proactively solicit or procure from such parties
        any Additional Form 10-K Disclosure information. The Depositor will be
        responsible for any reasonable fees and expenses assessed or incurred by
        the
        Trustee in connection with including any Form 8-K Disclosure Information
        on Form
        8-K pursuant to this paragraph.

      



      
        
          
          

        

        
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      (g)
         Delisting;
        Amendments; Late Filings.

      


      (i) Prior
        to
        January 30 of the first year in which the Trustee is able to do so under
        applicable law, unless otherwise directed by the Depositor in writing, the
        Trustee shall prepare and file a Form 15 relating to the automatic suspension
        of
        reporting in respect of the Trust Fund under the Exchange Act. The Paying
        Agent
        is entitled to assume that a Form 15 will be filed for such year unless the
        Trustee notifies the Paying Agent that a Form 15 will not be filed.


      


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

      



      
        
          
          

        

        
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      (h)
         The
        Trustee, with the prior consent of the Depositor, may include in any Exchange
        Act report all relevant information, data, and exhibits as the Trustee may
        receive in connection with such report irrespective of any provision that
        may
        permit the exclusion of such material. For example, the Trustee, with the
        prior
        consent of the Depositor, may file all Assessments of Compliance, Attestation
        Reports and Compliance Statements timely received from any Item 1122 Responsible
        Party irrespective of any applicable minimum pool asset percentage requirement
        for disclosure related to such Item 1122 Responsible Party.

      


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

      


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

      


      Section
        6.21. Compliance
        with Regulation AB.

      


      Each
        of
        the parties hereto acknowledges and agrees that the purpose of Sections 6.01
        and
        6.20 of this Agreement is to facilitate compliance by the Sponsor, the Master
        Servicer, the Depositor and the Trustee with the provisions of Regulation
        AB, as
        such may be amended or clarified from time to time. Therefore, each of the
        parties agrees that (a) the obligations of the parties hereunder shall be
        interpreted in such a manner as to accomplish compliance with Regulation
        AB, (b)
        the parties’ obligations hereunder will be supplemented and modified as
        necessary to be consistent with any such amendments, interpretive advice
        or
        guidance from the Commission, convention or consensus among active participants
        in the asset-backed securities markets, or otherwise in respect of the
        requirements of Regulation AB and (c) the parties shall comply with reasonable
        requests made by the Sponsor, the Master Servicer, the Depositor or the Trustee
        for delivery of additional or different information, to the extent such
        information is available or reasonably attainable, as the Sponsor, the Master
        Servicer, the Depositor or the Trustee may determine in good faith is necessary
        to comply with the provisions of Regulation AB.

      



      
        
          
          

        

        
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      Section
        6.22. No
        Merger.

      


      The
        Lehman XS Trust 2007-11 shall not to be merged or consolidated with any other
        entity, except as a result of a final judicial determination.

      


      ARTICLE
        VII

      


      PURCHASE
        OF MORTGAGE LOANS AND

      TERMINATION
        OF THE TRUST FUND

      


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

      


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

      


      (b)
         On
        any
        Distribution Date occurring on or after the Initial Optional Termination
        Date,
        the Master Servicer or the LTURI-holder, as applicable, with the prior written
        consent of any NIMS Insurer and the Seller (which consent shall not be
        unreasonably withheld) has the option to purchase the Mortgage Loans and
        any
        related REO Property for the Pool Purchase Price upon written direction to
        the
        Trustee (delivered no later than 30 days prior to the anticipated sale date);
        provided,
        however,
        if
        there are any NIM Securities outstanding, the Master Servicer may only exercise
        its option after receiving the prior written consent of the holders of such
        NIM
        Securities and, if such consent is given, the Pool Purchase Price shall also
        include an amount equal to the sum of (1) any accrued interest on the NIM
        Securities, (2) the unpaid principal balance of any such NIM Securities and
        (3)
        any other reimbursable expenses owed by the issuer of the NIM Securities
        (the
“NIM Redemption Amount”). Upon exercise of such option, the property of the
        Trust Fund shall be sold to the Master Servicer for the Pool Purchase Price.
        The
        Master Servicer, each Servicer (or the Trustee, if applicable) shall be
        reimbursed from the Pool Purchase Price for any Mortgage Loan or related
        REO
        Property for any Advances made or other amounts advanced with respect to
        the
        Mortgage Loans that are reimbursable to the Master Servicer or the Trustee
        under
        this Agreement or the related Servicing Agreement, together with any accrued
        and
        unpaid compensation and any other amounts due to the Master Servicer hereunder
        or the Servicers thereunder, and the Trustee shall be entitled to be reimbursed
        from the Pool Purchase Price for any related amounts owed to the Trustee
        under
        Section 6.11 and Section 6.12 hereof. If the Master Servicer fails to exercise
        such option, the NIMS Insurer will have the right to cause the Master Servicer
        to exercise such option, to the extent provided in the insurance agreement
        related to the NIM Securities among the Master Servicer, the Trustee and
        the
        NIMS Insurer, so long as such NIMS Insurer is insuring the NIM Securities
        or is
        owed any amounts in connection with such guaranty of the NIM Securities.
        If the
        NIMS Insurer directs the Master Servicer to exercise its right to cause the
        Trust Fund to sell its property as described above, then (i) the Master Servicer
        shall cause the Trust Fund to sell its property as described above, (ii)
        the
        NIMS Insurer shall remit the Pool Purchase Price in immediately available
        funds
        to the Master Servicer at least three Business Days prior to the applicable
        Distribution Date and, upon receipt of such funds from the NIMS Insurer,
        the
        Master Servicer shall promptly deposit such funds in the Collection Account
        and
        (iii) the Trustee shall transfer the property of the Trust Fund to the NIMS
        Insurer. The NIMS Insurer shall be obligated to reimburse the Master Servicer
        and the Trustee for their reasonable out-of-pocket expenses incurred in
        connection with its sale of the property at the direction of the NIMS Insurer
        and shall indemnify and hold harmless the Master Servicer and the Trustee
        for
        any losses, liabilities or expenses resulting from any claims directly resulting
        from or relating to the Master Servicer’s or Trustee’s sale of the property at
        the direction of the NIMS Insurer, except to the extent such losses, liabilities
        or expenses arise out of or result from the Master Servicer’s or Trustee’s, as
        the case may be, negligence, bad faith or willful misconduct.

      



      
        
          
          

        

        
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      (c)
         [Reserved].

      


      (d)
         On
        any
        Distribution Date occurring on or after the Initial Optional Termination
        Date,
        and provided there are no NIM Securities outstanding, the Master Servicer,
        with
        the prior written consent of the Seller, which consent shall not be unreasonably
        withheld, has the option to purchase all of the Pooling REMIC 1 Regular
        Interests. 

      


      Upon
        exercise of such option, the Pooling REMIC 1 Regular Interests shall be sold
        to
        the Master Servicer at a price (the “Pooling REMIC 1 Regular Interests Purchase
        Price”) equal to the sum of (i) 100% of the unpaid principal balance of each
        Mortgage Loan on the day of such purchase plus interest accrued thereon at
        the
        applicable Mortgage Rate with respect to any such Mortgage Loan to the Due
        Date
        in the Collection Period immediately preceding the related Distribution Date
        to
        the date of such repurchase and (ii) the fair market value of any REO Property
        and any other property held by any REMIC, such fair market value to be
        determined by an independent appraiser or appraisers mutually agreed upon
        by the
        Master Servicer, any NIMS Insurer and the Trustee (reduced, in the case of
        REO
        Property, by (1) reasonably anticipated disposition costs and (2) any amount
        by
        which the fair market value as so reduced exceeds the outstanding principal
        balance of the related Mortgage Loan plus interest accrued thereon at the
        applicable Net Mortgage Rate to the date of such purchase). If the Master
        Servicer elects to exercise such option, each REMIC created pursuant to this
        Agreement (other than Pooling REMIC 1) shall be terminated in such a manner
        so
        that the termination of each such REMIC shall qualify as a “qualified
        liquidation” under the REMIC Provisions and the Pooling REMIC 1 Regular
        Interests and the Class LT-R Certificates will evidence the entire beneficial
        interest in the property of the Trust Fund. Following a purchase of the Pooling
        REMIC 1 Regular Interests pursuant to this subsection, the Trust Fund (and
        Pooling REMIC 1) will remain outstanding and final payment on the Certificates
        (other than the Class LT-R Certificates) will be made in accordance with
        Section
        7.03(a)(iii) and 5.02. 

      



      
        
          
          

        

        
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      The
        Trust
        Fund will terminate upon the occurrence of a Trust Fund Termination Event,
        in
        accordance with Section 7.01(a).

      


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

      


      (a)
         Notice
        of
        any Trust Fund Termination Event and notice of the purchase of the Pooling
        REMIC
        1 Regular Interests, specifying the Distribution Date upon which the final
        distribution to the Certificates (other than the Class LT-R Certificates,
        in the
        case of a purchase of the Pooling REMIC 1 Regular Interests) shall be made,
        shall be given promptly by the Trustee by first class mail to Certificateholders
        mailed no later than 5 Business Days after the Trustee has received notice
        from
        the Master Servicer of its election to cause (x) sale of all of the property
        of
        the Trust Fund pursuant to Section 7.01(b), (y) the purchase of the Pooling
        REMIC 1 Regular Interests pursuant to Section 7.01(d), or (z) upon the final
        payment or other liquidation of the last Mortgage Loan or REO Property in
        the
        Trust Fund. In the case of a Trust Fund Termination Event, the Trustee shall
        also give notice to the Master Servicer and the Certificate Registrar at
        the
        time notice is given to the Holders.

      


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

      



      
        
          
          

        

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

      


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

      


      (c)
         Any
        reasonable expenses incurred by the Trustee in connection with any Trust
        Fund
        Termination Event or any purchase of the Pooling REMIC 1 Regular Interests
        shall
        be reimbursed from proceeds received from such termination or
        purchase.

      


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

      


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

      



      
        
          
          

        

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

      


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

      


      (iii)
         On
        the
        date specified for final payment of the Certificates (other than the Class
        LT-R
        Certificates, in the case of a purchase of the Pooling REMIC 1 Regular
        Interests, the Trustee shall make final distributions of principal and interest
        on such Certificates in accordance with Section 5.02. In the case of a Trust
        Fund Termination Event, and, after payment of, or provision for any outstanding
        expenses, the Trustee shall distribute or credit, or cause to be distributed
        or
        credited, to the Holders of the Residual Certificates all cash on hand after
        such final payment (other than cash retained to meet claims), and the Trust
        Fund
        (and each REMIC) shall terminate at that time; and

      


      (iv)
         In
        no
        event may the final payment on the Certificates or the final distribution
        or
        credit to the Holders of the Residual Certificates in respect of the residual
        interest in any liquidated REMIC be made after the 89th day from the date
        on
        which the plan of complete liquidation for such REMIC is adopted.

      


      (b)
         By
        its
        acceptance of a Residual Certificate, each Holder thereof hereby agrees to
        accept the plan of complete liquidation prepared by the Depositor and adopted
        by
        the Trustee under this Section and to take such other action in connection
        therewith as may be reasonably requested by the Master Servicer or any
        Servicer.

      


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

      


      Section
        7.04. Optional
        Purchase Right of NIMS Insurer.

      



      
        
          
          

        

        
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      The
        NIMS
        Insurer may purchase any Distressed Mortgage Loan for a purchase price equal
        to
        the outstanding principal balance of such Mortgage Loan, plus accrued interest
        thereon to the date of repurchase plus any unreimbursed Advances, Servicing
        Advances, Servicing Fees or Trustee Fees and any unreimbursed expenses of
        the
        Trustee allocable to such Distressed Mortgage Loan. Any such purchase shall
        be
        accomplished by the NIMS Insurer’s remittance of the purchase price for the
        Distressed Mortgage Loan to the Master Servicer for deposit into the Collection
        Account. The NIMS Insurer shall not use any procedure in selecting Distressed
        Mortgage Loans to be purchase which would be materially adverse to the
        Certificateholders.

      


      ARTICLE
        VIII

      


      RIGHTS
        OF
        CERTIFICATEHOLDERS

      


      Section
        8.01. Limitation
        on Rights of Holders.  

      


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

      


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

      



      
        
          
          

        

        
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      Section
        8.02. Access
        to List of Holders.  

      


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

      


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

      


      (c)
         Every
        Holder or Certificate Owner, if the Holder is a Clearing Agency, by receiving
        and holding a Certificate, agrees with the Depositor, the Master Servicer,
        any
        NIMS Insurer, the Certificate Registrar and the Trustee, that none of the
        Depositor, the Master Servicer, any NIMS Insurer, the Certificate Registrar,
        the
        Paying Agent or the Trustee shall be held accountable by reason of the
        disclosure of any such information as to the names and addresses of the
        Certificateholders hereunder, regardless of the source from which such
        information was derived.

      


      Section
        8.03. Acts
        of Holders of Certificates.  

      


      (a)
         Any
        request, demand, authorization, direction, notice, consent, waiver or other
        action provided by this Agreement to be given or taken by Holders or Certificate
        Owner, if the Holder is a Clearing Agency, may be embodied in and evidenced
        by
        one or more instruments of substantially similar tenor signed by such Holders
        in
        person or by agent duly appointed in writing; and, except as herein otherwise
        expressly provided, such action shall become effective when such instrument
        or
        instruments are delivered to the Trustee, the Certificate Registrar and the
        Paying Agent and, where expressly required herein, to the Master Servicer.
        Such
        instrument or instruments (as the action embodies therein and evidenced thereby)
        are herein sometimes referred to as an “Act” of the Holders signing such
        instrument or instruments. Proof of execution of any such instrument or of
        a
        writing appointing any such agents shall be sufficient for any purpose of
        this
        Agreement and conclusive in favor of the Trustee and the Master Servicer,
        if
        made in the manner provided in this Section. Each of the Trustee and the
        Master
        Servicer shall promptly notify the others of receipt of any such instrument
        by
        it, and shall promptly forward a copy of such instrument to the
        others.

      



      
        
          
          

        

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

      


      (c)
         The
        ownership of Certificates or Pooling REMIC 1 Regular Interests (whether or
        not
        such Certificates or Pooling REMIC 1 Regular Interests shall be overdue and
        notwithstanding any notation of ownership or other writing thereon made by
        anyone other than the Trustee) shall be proved by the Certificate Register,
        and
        none of the Trustee, the Master Servicer, the Paying Agent or the Depositor
        shall be affected by any notice to the contrary.

      


      (d)
         Any
        request, demand, authorization, direction, notice, consent, waiver or other
        action by the Holder of any Certificate or Pooling REMIC 1 Regular Interests
        shall bind every future Holder of the same Certificate or Pooling REMIC 1
        Regular Interests and the Holder of every Certificate or Pooling REMIC 1
        Regular
        Interests issued upon the registration of transfer thereof or in exchange
        therefor or in lieu thereof, in respect of anything done, omitted or suffered
        to
        be done by the Trustee or the Master Servicer in reliance thereon, whether
        or
        not notation of such action is made upon such Certificate or Pooling REMIC
        1
        Regular Interests.

      


      ARTICLE
        IX

      


      ADMINISTRATION
        AND SERVICING OF MORTGAGE LOANS

      BY
        THE MASTER SERVICER

      


      Section
        9.01. Duties
        of the Master Servicer.  

      


      The
        Certificateholders, by their purchase and acceptance of the Certificates
        or
        Pooling REMIC 1 Regular Interests, appoint Aurora Loan Services LLC, as Master
        Servicer. For and on behalf of the Depositor, the Trustee and the
        Certificateholders, the Master Servicer shall master service the Mortgage
        Loans
        in accordance with the provisions of this Agreement and the provisions of
        each
        Servicing Agreement. 

      


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

      


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

      



      
        
          
          

        

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

      


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

      


      For
        each
        year this Agreement is in effect, the Master Servicer shall submit to the
        Trustee, each Rating Agency and the Depositor a copy of the annual audited
        financial statements of its parent on or prior to March 31st of each year
        commencing on March 31, 2008. Such financial statements shall include
        comparative balance sheets, income statements, statement of changes in
        shareholder's equity, statements of cash flows, a consolidating schedule
        showing
        consolidated subsidiaries and any related notes required pursuant to generally
        accepted accounting principles, certified by a nationally recognized firm
        of
        Independent Accountants to the effect that such financial statements were
        examined and prepared in accordance with generally accepted accounting
        principles applied on a basis consistent with that of the preceding
        year.

      


      Section
        9.04. Power
        to Act; Procedures.  

      


      (a)
         The
        Master Servicer shall master service the Mortgage Loans and shall have full
        power and authority, subject to the REMIC Provisions and the provisions of
        Article X hereof, and each Servicer shall have full power and authority (to
        the
        extent provided in the applicable Servicing Agreement) to do any and all
        things
        that it may deem necessary or desirable in connection with the servicing
        and
        administration of the Mortgage Loans, including but not 

      



      
        
          
          

        

        
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      limited
        to the power and authority (i) to execute and deliver, on behalf of the
        Certificateholders and the Trustee, customary consents or waivers and other
        instruments and documents, (ii) to consent to transfers of any Mortgaged
        Property and assumptions of the Mortgage Notes and related Mortgages, (iii)
        to
        collect any Insurance Proceeds and Liquidation Proceeds, and (iv) to effectuate
        foreclosure or other conversion of the ownership of the Mortgaged Property
        securing any Mortgage Loan, in each case, in accordance with the provisions
        of
        this Agreement and the applicable Servicing Agreement, as applicable; provided
        that the Master Servicer shall not take, or knowingly permit any Servicer
        to
        take, any action that is inconsistent with or prejudices the interests of
        the
        Trust Fund or the Certificateholders in any Mortgage Loan or the rights and
        interests of the Depositor, the Trustee and the Certificateholders under
        this
        Agreement. The Master Servicer further is authorized and empowered by the
        Trustee, on behalf of the Certificateholders and the Trustee, in its own
        name or
        in the name of any Servicer (to the extent permitted in the related Servicing
        Agreement), when the Master Servicer or a Servicer, as the case may be, believes
        it is appropriate in its best judgment to register any Mortgage Loan with
        MERS,
        or cause the removal from the registration of any Mortgage Loan on the MERS
        system, to execute and deliver, on behalf of the Trustee and the
        Certificateholders or any of them, any and all instruments of assignment
        and
        other comparable instruments with respect to such assignment or re-recording
        of
        a Mortgage in the name of MERS, solely as nominee for the Trustee and its
        successor and assigns. The Master Servicer shall represent and protect the
        interests of the Trust Fund in the same manner as it protects its own interests
        in mortgage loans in its own portfolio in any claim, proceeding or litigation
        regarding a Mortgage Loan and shall not make or knowingly permit any Servicer
        to
        make any modification, waiver or amendment of any term of any Mortgage Loan
        that
        would cause an Adverse REMIC Event. Without limiting the generality of the
        foregoing, the Master Servicer in its own name or in the name of a Servicer,
        and
        each Servicer, to the extent such authority is delegated to such Servicer
        under
        the applicable Servicing Agreement, is hereby authorized and empowered by
        the
        Trustee when the Master Servicer or such Servicer, as the case may be, believes
        it appropriate in its best judgment and in accordance with Accepted Servicing
        Practices and the applicable Servicing Agreement, to execute and deliver,
        on
        behalf of itself and the Certificateholders, the Trustee or any of them,
        any and
        all instruments of satisfaction or cancellation, or of partial or full release
        or discharge and all other comparable instruments, with respect to the Mortgage
        Loans and with respect to the Mortgaged Properties. The Trustee shall execute,
        upon request, any powers of attorney furnished to it by the Master Servicer
        empowering the Master Servicer or any Servicer to execute and deliver
        instruments of satisfaction or cancellation, or of partial or full release
        or
        discharge, and to foreclose upon or otherwise liquidate Mortgaged Property,
        and
        to appeal, prosecute or defend in any court action relating to the Mortgage
        Loans or the Mortgaged Property, in accordance with the applicable Servicing
        Agreement and this Agreement, and the Trustee shall execute and deliver such
        other documents, as the Master Servicer may request, necessary or appropriate
        to
        enable the Master Servicer to master service or administer the Mortgage Loans
        and carry out its duties hereunder and to allow such Servicer to service
        the
        Mortgage Loans, in each case in accordance with Accepted Servicing Practices
        (and the Trustee shall have no liability for misuse of any such powers of
        attorney by the Master Servicer or any Servicer). If the Master Servicer
        or the
        Trustee has been advised that it is likely that the laws of the state in
        which
        action is to be taken prohibit such action if taken in the name of the Trustee
        or that the Trustee would be adversely affected under the “doing business” or
        tax laws of such state if such action is taken in its name, then upon request
        of
        the Trustee the Master Servicer shall join with the Trustee in the appointment
        of a co-trustee pursuant to Section 6.09 hereof. In no event shall 

      



      
        
          
          

        

        
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      the
        Master Servicer, without the Trustee’s written consent: (i) initiate any action,
        suit or proceeding solely under the Trustee’s name without indicating the Master
        Servicer in its applicable, representative capacity, so long as the
        jurisdictional and procedural rules will allow for this insertion to occur,
        (ii)
        initiate any action, suit or proceeding not directly relating to the servicing
        of a Mortgage Loan (including but not limited to actions, suits or proceedings
        against Certificateholders, or against the Depositor or the Transferor for
        breaches of representations and warranties) solely under the Trustee’s name,
        (iii) engage counsel to represent the Trustee in any action, suit or proceeding
        not directly relating to the servicing of a Mortgage Loan (including but
        not
        limited to actions, suits or proceedings against Certificateholders, or against
        the Depositor or the Transferor for breaches of representations and warranties),
        or (iv) prepare, execute or deliver any government filings, forms, permits,
        registrations or other documents or take any action with the intent to cause,
        and that actually causes, the Trustee to be registered to do business in
        any
        state. The Master Servicer shall indemnify the Trustee for any and all costs,
        liabilities and expenses incurred by the Trustee in connection with the
        negligent or willful misuse of such powers of attorney by the Master Servicer.
        In the performance of its duties hereunder, the Master Servicer shall be
        an
        independent contractor and shall not, except in those instances where it
        is
        taking action in the name of the Trustee on behalf of the Trust Fund, be
        deemed
        to be the agent of the Trustee.

      


      (b)
         In
        master
        servicing and administering the Mortgage Loans, the Master Servicer shall
        employ
        procedures, and shall exercise the same care that it customarily employs
        and
        exercises master servicing and administering loans for its own account, giving
        due consideration to Accepted Servicing Practices where such practices do
        not
        conflict with this Agreement. Consistent with the foregoing, the Master Servicer
        may, and may permit any Servicer to, in its discretion (i) waive any late
        payment charge (but not any Prepayment Premium, except as set forth below)
        and,
        except as set forth below (ii) extend the due dates for payments due on a
        Mortgage Note; provided,
        however,
        that
        the maturity of any Mortgage Loan shall not be extended past the Final Scheduled
        Distribution Date of the Certificates (other than the Class AIO Certificates,
        which is February 2047. In the event of any such modification, the Master
        Servicer shall calculate the Scheduled Payment for such Mortgage Loan based
        on
        the modified terms of the Mortgage Loan and shall only be required to make
        Advances pursuant to Section 5.04 to the extent of the new Scheduled
        Payment. Notwithstanding anything to the contrary in this Agreement, the
        Master
        Servicer shall not make or knowingly permit any modification, waiver or
        amendment of any material term of any Mortgage Loan, unless: (1) such Mortgage
        Loan is in default or default by the related Mortgagor is, in the reasonable
        judgment of the Master Servicer or the related Servicer, reasonably foreseeable,
        (2) in the case of a waiver of a Prepayment Premium, (a) such Mortgage Loan
        is
        in default or default by the related Mortgagor is, in the reasonable judgment
        of
        the Master Servicer or the related Servicer, reasonably foreseeable and such
        waiver would maximize recovery of total proceeds taking into account the
        value
        of such Prepayment Premium and the related Mortgage Loan and (b) if the
        prepayment is not the result of a refinance by the related Servicer or any
        of
        its affiliates, (i) the collection of the Prepayment Premium would be in
        violation of applicable law or (ii) the collection of such Prepayment Premium
        would be considered “predatory” pursuant to written guidance published or issued
        by any applicable federal, state or local regulatory authority acting in
        its
        official capacity and having jurisdiction over such matters and (3) such
        modification, waiver or amendment would not result in an Adverse REMIC
        Event.

      



      
        
          
          

        

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

      


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

      


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

      


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

      


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

      


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

      


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

      



      
        
          
          

        

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

      


      Section
        9.07. Termination
        of Servicing Agreements; Successor Servicers.  

      


      (a)
         The
        Master Servicer shall be entitled to terminate the rights and obligations
        of any
        Servicer under the applicable Servicing Agreement in accordance with the
        terms
        and conditions of such Servicing Agreement and without any limitation by
        virtue
        of this Agreement; provided,
        however,
        that in
        the event of termination of any Servicing Agreement by the Master Servicer
        or
        the related Servicer, the Master Servicer shall either act as Servicer of
        the
        related Mortgage Loans or provide for the servicing of the Mortgage Loans
        by a
        successor servicer to be appointed as provided in the applicable Servicing
        Agreement.

      


      The
        parties acknowledge that notwithstanding the preceding sentence, there may
        be a
        transition period, not to exceed 90 days, in order to effect the transfer
        of
        servicing to a successor Servicer. The Master Servicer shall be entitled
        to be
        reimbursed from each Servicer (or by the Trust Fund, if the Servicer is unable
        to fulfill its obligations hereunder) for all costs associated with the transfer
        of servicing from the predecessor servicer, including without limitation,
        any
        costs or expenses associated with the complete transfer of all servicing
        data
        and the completion, correction or manipulation of such servicing data, as
        may be
        required by the Master Servicer to correct any errors or insufficiencies
        in the
        servicing data or otherwise to enable the Master Servicer to service the
        Mortgage Loans properly and effectively.

      


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

      



      
        
          
          

        

        
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      (c)
         If
        the
        Master Servicer acts as a successor servicer, it will have the same obligations
        to made Advances as the Servicer under the related Servicing Agreement and
        to
        reimburse itself for unreimbursed Advances if required by the Servicing
        Agreement but will have no obligation to make an Advance if it determines
        in its
        reasonable judgment that such Advance is non-recoverable. To the extent that
        the
        Master Servicer is unable to find a successor servicer that is willing to
        service the Mortgage Loans for the Servicing Fee because of the obligation
        of
        the Servicer to make Advances regardless of whether such Advance is recoverable,
        the applicable Servicing Agreement may be amended to provide that the successor
        servicer shall have no obligation to make an Advance if it determines in
        its
        reasonable judgment that such Advance is non-recoverable and provides an
        Officer’s Certificate to such effect to the Master Servicer and the Trustee and
        any NIMS Insurer.

      


      Section
        9.08. Master
        Servicer Liable for Enforcement.  

      


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

      


      Section
        9.09. No
        Contractual Relationship Between Any Servicer and Trustee or
        Depositor.  

      


      Any
        Servicing Agreement that may be entered into and any other transactions or
        services relating to the Mortgage Loans involving any Servicer in its capacity
        as such and not as an originator shall be deemed to be between such Servicer,
        the Seller, the NIMS Insurer, the Master Servicer, and the Trustee and the
        Depositor shall not be deemed parties thereto and shall have no obligations,
        duties or liabilities with respect to such Servicer except as set forth in
        Section 9.10 hereof, but shall have rights thereunder as third party
        beneficiaries. It is furthermore understood and agreed by the parties hereto
        that the obligations of any Servicer are set forth in their entirety in such
        Servicer’s related Servicing Agreement and such Servicer has no obligations
        under and is not otherwise bound by the terms of this Agreement. 

      


      Section
        9.10. Assumption
        of Servicing Agreement by Trustee.  

      


      (a)
         In
        the
        event the Master Servicer shall for any reason no longer be the Master Servicer
        (including by reason of any Event of Default under this Agreement), after
        a
        period not to exceed ninety days after the issuance of any notice of termination
        pursuant to Section 6.14 or Section 9.28, as applicable, the Trustee shall,
        in
        accordance with Section 6.14, thereupon assume all of the rights and obligations
        of such Master Servicer hereunder and under each Servicing Agreement entered
        into with respect to the Mortgage Loans. The Trustee, its designee or any
        successor master servicer appointed by the Trustee shall be deemed to have
        assumed all of the Master Servicer’s interest herein and therein to the same
        extent as if such Servicing Agreement had been assigned to the assuming party,
        except that the Master Servicer shall not thereby be relieved of any liability
        or obligations of the Master Servicer under such Servicing Agreement accruing
        prior to its replacement as Master Servicer, and shall be liable to the Trustee
        and any NIMS Insurer, and hereby agrees to indemnify and hold harmless the
        Trustee and any NIMS Insurer from and against all costs, damages, expenses
        and
        liabilities (including reasonable attorneys’ fees) incurred by the Trustee or
        any NIMS Insurer as a result of such liability or obligations of the Master
        Servicer and in connection with the Trustee’s (or other successor master
        servicer’s) assumption (but not its performance, except to the extent that costs
        or liability of the Trustee (or other successor master servicer’s) are created
        or increased as a result of negligent or wrongful acts or omissions of the
        Master Servicer prior to its replacement as Master Servicer) of the Master
        Servicer’s obligations, duties or responsibilities thereunder; provided that the
        Master Servicer shall not indemnify or hold harmless the Trustee against
        negligent or willful misconduct of the Trustee.

      



      
        
          
          

        

        
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      (b)
         The
        Master Servicer that has been terminated shall, upon request of the Trustee
        but
        at the expense of such Master Servicer, deliver to the assuming party all
        documents and records relating to each Servicing Agreement and the related
        Mortgage Loans and an accounting of amounts collected and held by it and
        otherwise use its best efforts to effect the orderly and efficient transfer
        of
        each Servicing Agreement to the assuming party.

      


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

      


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

      


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

      


      Section
        9.12. Release
        of Mortgage Files.

      



      
        
          
          

        

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

      


      (b)
         From
        time
        to time and as appropriate for the servicing or foreclosure of any Mortgage
        Loan
        and in accordance with Accepted Servicing Practices and the applicable Servicing
        Agreement, the Trustee shall execute such documents as shall be prepared
        and
        furnished to the Trustee by the Master Servicer, or by a Servicer (in form
        reasonably acceptable to the Trustee) and as are necessary to the prosecution
        of
        any such proceedings. The Trustee or the applicable Custodian, shall, upon
        request of the Master Servicer, or of a Servicer, and delivery to the Trustee
        or
        the applicable Custodian, of a request for release of documents and a receipt
        signed by a Servicing Officer substantially in the form of Exhibit C, release
        the related Mortgage File held in its possession or control to the Master
        Servicer (or the applicable Servicer). Such trust receipt shall obligate
        the
        Master Servicer or Servicer to return the Mortgage File to the Trustee or
        the
        applicable Custodian, as applicable, when the need therefor by the Master
        Servicer or Servicer no longer exists unless (i) the Mortgage Loan shall
        be
        liquidated, in which case, upon receipt of a certificate of a Servicing Officer
        similar to that hereinabove specified, the trust receipt shall be released
        by
        the Trustee or the applicable Custodian, as applicable, to the Master Servicer
        (or the applicable Servicer) or (ii) the Mortgage File has been delivered
        directly or through a Servicer to an attorney, or to a public trustee or
        other
        public official as required by law, for purposes of initiating or pursuing
        legal
        action or other proceedings for the foreclosure of the Mortgaged Property
        either
        judicially or non-judicially, and the Master Servicer has delivered directly
        or
        through a Servicer to the Trustee a certificate of a Servicing Officer
        certifying as to the name and address of the Person to which such Mortgage
        File
        or such document was delivered and the purpose of such delivery.

      



      
        
          
          

        

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

      


      (a)
         The
        Master Servicer shall transmit, or shall cause the applicable Servicer to
        transmit, to the Trustee such documents and instruments coming into the
        possession of the Master Servicer or such Servicer from time to time as are
        required by the terms hereof or of the applicable Servicing Agreement to
        be
        delivered to the Trustee or the applicable Custodian. Any funds received
        by the
        Master Servicer or by a Servicer in respect of any Mortgage Loan or which
        otherwise are collected by the Master Servicer or a Servicer as Liquidation
        Proceeds or Insurance Proceeds in respect of any Mortgage Loan shall be held
        for
        the benefit of the Trustee and the Certificateholders subject to the Master
        Servicer’s right to retain or withdraw from the Collection Account the Master
        Servicing Fee and other amounts provided in this Agreement and to the right
        of
        each Servicer to retain its Servicing Fee and other amounts as provided in
        the
        related Servicing Agreement. The Master Servicer shall, and shall (to the
        extent
        provided in the applicable Servicing Agreement) cause each Servicer to, provide
        access to information and documentation regarding the Mortgage Loans to the
        Trustee, its respective agents and accountants at any time upon reasonable
        request and during normal business hours, and to Certificateholders that
        are
        savings and loan associations, banks or insurance companies, the Office of
        Thrift Supervision, the FDIC and the supervisory agents and examiners of
        such
        Office and Corporation or examiners of any other federal or state banking
        or
        insurance regulatory authority if so required by applicable regulations of
        the
        Office of Thrift Supervision or other regulatory authority, such access to
        be
        afforded without charge but only upon reasonable request in writing and during
        normal business hours at the offices of the Master Servicer designated by
        it. In
        fulfilling such a request the Master Servicer shall not be responsible for
        determining the sufficiency of such information.

      


      (b)
         All
        Mortgage Files and funds collected or held by, or under the control of, the
        Master Servicer, or any Servicer, in respect of any Mortgage Loans, whether
        from
        the collection of principal and interest payments or from Liquidation Proceeds
        or Insurance Proceeds, shall be held by the Master Servicer, or by any Servicer,
        for and on behalf of the Trustee and the Certificateholders and shall be
        and
        remain the sole and exclusive property of the Trustee; provided,
        however,
        that
        the Master Servicer and each Servicer shall be entitled to setoff against,
        and
        deduct from, any such funds any amounts that are properly due and payable
        to the
        Master Servicer or such Servicer under this Agreement or the applicable
        Servicing Agreement and shall be authorized to remit such funds to the Trustee
        in accordance with this Agreement.

      


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

      



      
        
          
          

        

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

      


      Section
        9.14. Representations
        and Warranties of the Master Servicer.  

      


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

      


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

      


      (ii) the
        execution and delivery of this Agreement by the Master Servicer and its
        performance and compliance with the terms of this Agreement will not (A)
        violate
        the Master Servicer’s certificate of formation or limited liability company
        agreement, (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;

      



      
        
          
          

        

        
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      (v) the
        Master Servicer is not a party to or bound by any agreement or instrument
        or
        subject to any certificate of formation or limited liability company agreement
        provision, bylaw or any other company restriction or any judgment, order,
        writ,
        injunction, decree, law or regulation that may materially and adversely affect
        its ability as Master Servicer to perform its obligations under this Agreement
        or that requires the consent of any third person to the execution of this
        Agreement or the performance by the Master Servicer of its obligations under
        this Agreement;

      


      (vi) no
        litigation is pending or, to the best of the Master Servicer’s knowledge,
        threatened against the Master Servicer which would prohibit its entering
        into
        this Agreement or performing its obligations under this Agreement;

      


      (vii) the
        Master Servicer, or an affiliate thereof the primary business of which is
        the
        servicing of conventional residential mortgage loans, is a Fannie Mae- or
        Freddie Mac-approved seller/servicer;

      


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

      


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

      


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

      


      (xi) the
        information about the Master Servicer under the heading “The Master Servicer” in
        the Offering Document relating to the Master Servicer does not include an
        untrue
        statement of a material fact and does not omit to state a material fact,
        with
        respect to the statements made, necessary in order to make the statements
        in
        light of the circumstances under which they were made not
        misleading.

      


      (b)
         It
        is
        understood and agreed that the representations and warranties set forth in
        this
        Section 9.14 shall survive the execution and delivery of this Agreement.
        The
        Master Servicer shall indemnify the Depositor, any NIMS Insurer and the Trustee
        and hold them harmless against any loss, damages, penalties, fines, forfeitures,
        legal fees and related costs, judgments, and other costs and expenses resulting
        from any claim, demand, defense or assertion based on or grounded upon, or
        resulting from, a breach of the Master Servicer’s representations and warranties
        contained in Section 9.14(a). It is understood and agreed that the enforcement
        of the obligation of the Master Servicer set forth in this Section to indemnify
        the Depositor and the Trustee as provided in this Section constitutes the
        sole
        remedy (other than as set forth in Section 6.14) of the Depositor, any NIMS
        Insurer and the Trustee, respecting a breach of the foregoing representations
        and warranties. Such indemnification shall survive any termination of the
        Master
        Servicer as Master Servicer hereunder, and any termination of this
        Agreement.

      



      
        
          
          

        

        
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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 any of the Depositor, the Master Servicer or
        the
        Trustee or notice thereof by any one of such parties to the other parties.
        

      


      (c)
         It
        is
        understood and agreed that the representations and warranties of the Depositor
        set forth in Sections 2.03(a)(i) through (vi) shall survive the execution
        and
        delivery of this Agreement. The Depositor shall indemnify the Master Servicer
        and hold it harmless against any loss, damages, penalties, fines, forfeitures,
        legal fees and related costs, judgments, and other costs and expenses resulting
        from any claim, demand, defense or assertion based on or grounded upon, or
        resulting from, a breach of the Depositor’s representations and warranties
        contained in Sections 2.03(a)(i) through (vi) hereof. It is understood and
        agreed that the enforcement of the obligation of the Depositor set forth
        in this
        Section to indemnify the Master Servicer as provided in this Section constitutes
        the sole remedy hereunder of the Master Servicer respecting a breach by the
        Depositor of the representations and warranties in Sections 2.03(a)(i) through
        (vi) hereof.

      


      (d)
         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, the
        Trustee or any NIMS Insurer or notice thereof by any one of such parties
        to the
        other parties. Notwithstanding anything in this Agreement to the contrary,
        the
        Master Servicer shall not be liable for special, indirect or consequential
        losses or damages of any kind whatsoever (including, but not limited to,
        lost
        profits).

      


      Section
        9.15. Opinion.  

      


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

      


      Section
        9.16. Standard
        Hazard and Flood Insurance Policies.  

      


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

      



      
        
          
          

        

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

      


      Section
        9.17. Presentment
        of Claims and Collection of Proceeds.  

      


      The
        Master Servicer shall cause each Servicer (to the extent provided in the
        applicable Servicing Agreement) to, prepare and present on behalf of the
        Trustee
        and the Certificateholders all claims under the Insurance Policies with respect
        to the Mortgage Loans, and take such actions (including the negotiation,
        settlement, compromise or enforcement of the insured’s claim) as shall be
        necessary to realize recovery under such policies. Any proceeds disbursed
        to the
        Master Servicer (or disbursed to a Servicer and remitted to the Master Servicer)
        in respect of such policies or bonds shall be promptly deposited in the
        Collection Account or the Custodial Account upon receipt, except that any
        amounts realized that are to be applied to the repair or restoration of the
        related Mortgaged Property or related to the related Mortgagor in accordance
        with the Master Servicer’s or related Servicer’s normal servicing procedures
        need not be so deposited (or remitted).

      


      Section
        9.18. Maintenance
        of the Primary Mortgage Insurance Policies.  

      


      (a)
         The
        Master Servicer shall not take, or knowingly permit any Servicer (consistent
        with the applicable Servicing Agreement) to take, any action that would result
        in noncoverage under any applicable Primary Mortgage Insurance Policy of
        any
        loss which, but for the actions of such Master Servicer or such Servicer,
        would
        have been covered thereunder. To the extent that coverage is available, the
        Master Servicer shall use its best reasonable efforts to keep in force and
        effect, or to cause each Servicer to keep in force and effect (to the extent
        that the Mortgage Loan requires the Mortgagor to maintain such insurance),
        primary mortgage insurance applicable to each Mortgage Loan in accordance
        with
        the provisions of this Agreement and the related Servicing Agreement, as
        applicable. The Master Servicer shall not, and shall not knowingly permit
        any
        Servicer to, cancel or refuse to renew any such Primary Mortgage Insurance
        Policy that is in effect at the date of the initial issuance of the Certificates
        and is required to be kept in force hereunder except in accordance with the
        provisions of this Agreement and the related Servicing Agreement, as applicable.
        

      


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

      



      
        
          
          

        

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

      


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

      


      Section
        9.20. Realization
        Upon Defaulted Mortgage Loans.

      


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

      



      
        
          
          

        

        
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      Section
        9.21. Compensation
        to the Master Servicer.  

      


      The
        Master Servicer shall be entitled to withdraw from the Collection Account,
        subject to Section 5.05, the Master Servicing Fee to the extent permitted
        by
        Section 4.02. Servicing compensation in the form of assumption fees, if any,
        late payment charges, as collected, if any, or otherwise (but not including
        any
        Prepayment Premium) shall be retained by the Master Servicer (or the applicable
        Servicer) and shall not be deposited in the Collection Account. If the Master
        Servicer does not retain or withdraw the Master Servicing Fee from the
        Collection Account as provided herein, the Master Servicer shall be entitled
        to
        direct the Trustee to pay the Master Servicing Fee to such Master Servicer
        by
        withdrawal from the Certificate Account to the extent that payments have
        been
        received with respect to the applicable Mortgage Loan. The Master Servicer
        shall
        be required to pay all expenses incurred by it in connection with its activities
        hereunder and shall not be entitled to reimbursement therefor except as provided
        in this Agreement. Pursuant to Section 4.01(e), all income and gain realized
        from any investment of funds in the Collection Account shall be for the benefit
        of the Master Servicer as additional compensation. The provisions of this
        Section 9.21 are subject to the provisions of Section 6.14.

      


      Section
        9.22. REO
        Property.  

      


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

      


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

      


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

      



      
        
          
          

        

        
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      (d)
         The
        Liquidation Proceeds from the final disposition of the REO Property, net
        of any
        payment to the Master Servicer and the applicable Servicer as provided above,
        shall be deposited in the Collection Account on or prior to the Determination
        Date in the month following receipt thereof and be remitted by wire transfer
        in
        immediately available funds to the Trustee for deposit into the Certificate
        Account on the next succeeding Master Servicer Remittance Date.

      


      Section
        9.23. Notice
        to the Sponsor, the Depositor and the Trustee. 

      


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

      


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

      


      Section
        9.24. Reports
        to the Trustee.  

      


      (a)
         Not
        later
        than 30 days after each Distribution Date, the Master Servicer shall, upon
        request, forward to the Trustee a statement, deemed to have been certified
        by a
        Servicing Officer, setting forth the status of the Collection Account maintained
        by the Master Servicer as of the close of business on the related Distribution
        Date, indicating that all distributions required by this Agreement to be
        made by
        the Master Servicer have been made (or if any required distribution has not
        been
        made by the Master Servicer, specifying the nature and status thereof) and
        showing, for the period covered by such statement, the aggregate of deposits
        into and withdrawals from the Collection Account maintained by the Master
        Servicer. Copies of such statement shall be provided by the Master Servicer,
        upon request, to the Depositor, Attention: Contract Finance, and to any
        Certificateholders (or by the Trustee at the Master Servicer’s expense if the
        Master Servicer shall fail to provide such copies to the Certificateholders
        (unless (i) the Master Servicer shall have failed to provide the Trustee
        with
        such statement or (ii) the Trustee shall be unaware of the Master Servicer’s
        failure to provide such statement)).

      



      
        
          
          

        

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

      


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

      


      Section
        9.25. Assessment
        of Compliance and Attestation Reports. 

      


      (a)
         Assessment
        of Compliance

      


      (i) By
        March
        15 of each year, commencing in March 2008, the Master Servicer, at its own
        expense, shall furnish, and shall cause any Servicing Function Participant
        engaged by it to furnish, at its own expense, to the Sponsor, the Depositor,
        the
        Master Servicer and the Trustee, a report on an assessment of compliance
        with
        the Relevant Servicing Criteria (as identified on Exhibit O) that contains
        (A) a
        statement by such party of its responsibility for assessing compliance with
        the
        Relevant Servicing Criteria, (B) a statement that such party used the Servicing
        Criteria to assess compliance with the Relevant Servicing Criteria, (C) such
        party’s assessment of compliance with the Relevant Servicing Criteria as of and
        for the fiscal year covered by the Form 10-K required to be filed pursuant
        to
        Section 6.20(e), including, if there has been any material instance of
        noncompliance with the Relevant Servicing Criteria, a discussion of each
        such
        failure and the nature and status thereof, and (D) a statement that a registered
        public accounting firm has issued an attestation report on such party’s
        assessment of compliance with the Relevant Servicing Criteria as of and for
        such
        period. 

      


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

      


      (iii) Promptly
        after receipt of each such report on assessment of compliance, the Exchange
        Act
        Signing Party shall confirm that the assessments, taken as a whole, address
        all
        of the Servicing Criteria and taken individually address the Relevant Servicing
        Criteria (and disclose the inapplicability of the Servicing Criteria not
        determined to be

      


      Relevant
        Criteria) for
        each
        party as set forth on Exhibit O and on any similar exhibit set forth in each
        Servicing Agreement in respect of each Servicer, and each Custodial Agreement
        in
        respect of each Custodian, and, where the Master Servicer is the Exchange
        Act
        Signing Party, shall notify the Depositor of any exceptions. 

      



      
        
          
          

        

        
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      (b)
         Attestation
        Reports

      


      (i) By
        March
        15 of each year in which the Depositor is required to file reports with respect
        to the Trust Fund in accordance with the Exchange Act and the rules and
        regulations of the Commission, commencing in March 2008, the Master Servicer,
        at
        its own expense, shall cause, and shall cause any Servicing Function Participant
        engaged by it to cause, at its own expense, a registered public accounting
        firm
        (which may also render other services to the Master Servicer) that is a member
        of the American Institute of Certified Public Accountants to furnish a report
        to
        the Sponsor, the Depositor, the Master Servicer and the Trustee, to the effect
        that (A) it has obtained a representation regarding certain matters from
        the
        management of such party, which includes an assertion that such party has
        complied with the Relevant Servicing Criteria, and (B) on the basis of an
        examination conducted by such firm in accordance with standards for attestation
        engagements issued or adopted by the PCAOB, it is expressing an opinion as
        to
        whether such party’s compliance with the Relevant Servicing Criteria was fairly
        stated in all material respects, or it cannot express an overall opinion
        regarding such party’s assessment of compliance with the Relevant Servicing
        Criteria. In the event that an overall opinion cannot be expressed, such
        registered public accounting firm shall state in such report why it was unable
        to express such an opinion. Such report must be available for general use
        and
        not contain restricted use language.

      


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

      


      (c)
         The
        Master Servicer’s obligation to provide assessments of compliance and
        attestations under this Section 9.25 shall terminate upon the filing of a
        Form
        15 suspension notice on behalf of the Trust Fund. 

      


      
        	
                Section
                  9.26.

              	
                Annual
                  Statement of Compliance with Applicable Servicing Criteria .
                  

              


      

      


      (a)
         The
        Master Servicer shall deliver (and the Master Servicer shall cause any
        Additional Servicer engaged by it to deliver) to the Sponsor, the Depositor
        and
        the Trustee on or before March 15 of each year, commencing in March 2008,
        an
        Officer’s Certificate stating, as to the signer thereof, that (A) a review of
        such party’s activities during the preceding calendar year or portion thereof
        and of such party’s performance under this Agreement, or such other applicable
        agreement in the case of an Additional Servicer, has been made under such
        officer’s supervision and (B) to the best of such officer’s knowledge, based on
        such review, such party has fulfilled all its obligations under this Agreement,
        or such other applicable agreement in the case of an Additional Servicer,
        in all
        material respects throughout such year or portion thereof, or, if there has
        been
        a failure to fulfill any such obligation in any material respect, specifying
        each such failure known to such officer and the nature and status thereof.
        

      



      
        
          
          

        

        
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      (b)
         Copies
        of
        such statements shall be provided to any Certificateholder upon request,
        by the
        Master Servicer or by the Trustee at the Master Servicer’s expense if the Master
        Servicer failed to provide such copies (unless (i) the Master Servicer shall
        have failed to provide the Trustee with such statement or (ii) the Trustee
        shall
        be unaware of the Master Servicer’s failure to provide such
        statement).

      


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

      


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

      


      Section
        9.27. Merger
        or Consolidation.  

      


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

      


      Section
        9.28. Resignation
        of Master Servicer.  

      


      Except
        as
        otherwise provided in Sections 9.27, 9.28 and 9.29 hereof, the Master Servicer
        shall not resign from the obligations and duties hereby imposed on it unless
        it
        or the Trustee determines that the Master Servicer’s duties hereunder are no
        longer permissible under applicable law or are in material conflict by reason
        of
        applicable law with any other activities carried on by it and cannot be cured.
        Any such determination permitting the resignation of the Master Servicer shall
        be evidenced by an Opinion of Counsel that shall be Independent to such effect
        delivered to the Trustee and any NIMS Insurer. No such resignation shall
        become
        effective until a period of time not to exceed 90 days after the Trustee
        receives written notice thereof from the Master Servicer and until the Trustee
        shall have assumed, or a successor master servicer acceptable to the NIMS
        Insurer and the Trustee shall have been appointed by the Trustee and until
        such
        successor shall have assumed, the Master Servicer’s responsibilities and
        obligations under this Agreement. Notice of such resignation shall be given
        promptly by the Master Servicer and the Depositor to the Trustee and any
        NIMS
        Insurer.

      



      
        
          
          

        

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

      


      Except
        as
        expressly provided herein, the Master Servicer shall not assign or transfer
        any
        of its rights, benefits or privileges hereunder to any other Person, or delegate
        to or subcontract with, or authorize or appoint any Subservicer, Subcontractor
        or other Person to perform any of the duties, covenants or obligations to
        be
        performed by the Master Servicer hereunder; provided,
        however,
        that the
        Master Servicer shall have the right without the prior written consent of
        the
        Trustee, any NIMS Insurer or the Depositor to delegate or assign to or
        subcontract with or authorize or appoint an Affiliate of the Master Servicer
        to
        perform and carry out any duties, covenants or obligations to be performed
        and
        carried out by the Master Servicer hereunder. In no case, however, shall
        any
        such delegation, subcontracting or assignment to an Affiliate of the Master
        Servicer relieve the Master Servicer of any liability hereunder. Notice of
        such
        permitted assignment, and the name of any such affiliated Subcontractor or
        Subservicer shall be given promptly by the Master Servicer to the Depositor,
        the
        Trustee and any NIMS Insurer. If, pursuant to any provision hereof, the duties
        of the Master Servicer are transferred to a successor master servicer, the
        entire amount of the Master Servicing Fees and other compensation payable
        to the
        Master Servicer pursuant hereto, including amounts payable to or permitted
        to be
        retained or withdrawn by the Master Servicer pursuant to Section 9.21 hereof,
        shall thereafter be payable to such successor master servicer.

      


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

      


      Section
        9.30. Limitation
        on Liability of the Master Servicer and Others.

      


      (a)
         The
        Master Servicer undertakes to perform such duties and only such duties as
        are
        specifically set forth in this Agreement.

      


      (b)
         No
        provision of this Agreement shall be construed to relieve the Master Servicer
        from liability for its own negligent action, its own negligent failure to
        act or
        its own willful misconduct; provided,
        however,
        that
        the duties and obligations of the Master Servicer shall be determined solely
        by
        the express provisions of this Agreement, the Master Servicer shall not be
        liable except for the performance of such duties and obligations as are
        specifically set forth in this Agreement; no implied covenants or obligations
        shall be read into this Agreement against the Master Servicer and, in absence
        of
        bad faith on the part of the Master Servicer, the Master Servicer may
        conclusively rely, as to the truth of the statements and the correctness
        of the
        opinions expressed therein, upon any certificates or opinions furnished to
        the
        Master Servicer and conforming to the requirements of this
        Agreement.

      


      (c)
         None
        of
        the Master Servicer, the Seller or the Depositor or any of the directors,
        officers, employees or agents of any of them shall be under any liability
        to the
        Trustee or the Certificateholders for any action taken or for refraining
        from
        the taking of any action in good faith pursuant to this Agreement, or for
        errors
        in judgment; provided,
        however,
        that
        this provision shall not protect the Master Servicer, the Seller or the
        Depositor or any such person against any liability that would otherwise be
        imposed by reason of willful misfeasance, bad faith or negligence in its
        performance of its duties or by reason of reckless disregard for its obligations
        and duties under this Agreement. The Master Servicer, the Seller and the
        Depositor and any director, officer, employee or agent of any of them shall
        be
        entitled to indemnification by the Trust Fund and will be held harmless against
        any loss, liability or expense incurred in connection with any legal action
        relating to this Agreement or the Certificates other than any loss, liability
        or
        expense incurred by reason of willful misfeasance, bad faith or negligence
        in
        the performance of his or its duties hereunder or by reason of reckless
        disregard of his or its obligations and duties hereunder. The Master Servicer,
        the Seller and the Depositor and any director, officer, employee or agent
        of any
        of them may rely in good faith on any document of any kind prima facie properly
        executed and submitted by any Person respecting any matters arising hereunder.
        The Master Servicer shall be under no obligation to appear in, prosecute
        or
        defend any legal action that is not incidental to its duties to master service
        the Mortgage Loans in accordance with this Agreement and that in its opinion
        may
        involve it in any expenses or liability; provided,
        however,
        that
        the Master Servicer may in its sole discretion undertake any such action
        that it
        may deem necessary or desirable in respect to this Agreement and the rights
        and
        duties of the parties hereto and the interests of the Certificateholders
        hereunder. In such event, the legal expenses and costs of such action and
        any
        liability resulting therefrom shall be expenses, costs and liabilities of
        the
        Trust Fund and the Master Servicer shall be entitled to be reimbursed therefor
        out of the Collection Account it maintains as provided by Section
        4.02.

      



      
        
          
          

        

        
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      Section
        9.31. Indemnification;
        Third-Party Claims.  

      


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

      



      
        
          
          

        

        
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      ARTICLE
        X

      


      REMIC
        ADMINISTRATION

      


      Section
        10.01. REMIC
        Administration.  

      


      (a)
         REMIC
        elections as set forth in the Preliminary Statement shall be made on Forms
        1066
        or other appropriate federal tax or information return for the taxable year
        ending on the last day of the calendar year in which the Certificates are
        issued. The regular interests and residual interest in each REMIC shall be
        as
        designated in the Preliminary Statement. For purposes of such designations,
        the
        interest rate of any regular interest that is computed by taking into account
        the weighted average of the Net Mortgage Rates of the Mortgage Loans shall
        be
        reduced by the amount of any expense paid by the Trust to the extent that
        (i)
        such expense was not taken into account in computing the Net Mortgage Rate
        of
        any Mortgage Loan, (ii) such expense does not constitute an “unanticipated
        expense” of a REMIC within the meaning of Treasury Regulation Section
        1.860G-1(b)(3)(ii), (iii) such expense does not relate to an Excluded Trust
        Asset and (iv) the amount of such expense was not taken into account in
        computing the interest rate of a more junior Class of regular
        interests.

      


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

      


      (c)
         The
        Trustee shall represent the Trust Fund in any administrative or judicial
        proceeding relating to an examination or audit by any governmental taxing
        authority with respect thereto. The Trustee shall pay any and all tax related
        expenses (not including taxes) of each REMIC, including but not limited to
        any
        professional fees or expenses related to audits or any administrative or
        judicial proceedings with respect to such REMIC that involve the Internal
        Revenue Service or state tax authorities, but only to the extent that (i)
        such
        expenses are ordinary or routine expenses, including expenses of a routine
        audit
        but not expenses of litigation (except as described in (ii)); or (ii) such
        expenses or liabilities (including taxes and penalties) are attributable
        to the
        negligence or willful misconduct of the Trustee in fulfilling its duties
        hereunder (including its duties as tax return preparer). The Trustee shall
        be
        entitled to reimbursement of expenses to the extent provided in clause (i)
        above
        from the Certificate Account; provided,
        however,
        the
        Trustee shall not be entitled to reimbursement for expenses incurred in
        connection with the preparation of tax returns and other reports as required
        by
        Section 6.20 and this Section.

      


      (d)
         The
        Trustee shall prepare, the Trustee shall sign, and the Trustee will file,
        all of
        each REMIC’s federal and applicable state tax and information returns as such
        REMIC’s direct representative. As used herein, applicable state tax and
        information returns shall mean returns as may be required by the laws of
        any
        state the applicability of which to the Trust Fund shall have been confirmed
        to
        the Trustee in writing either by the delivery to the Trustee of an Opinion
        of
        Counsel to such effect, or by delivery to the Trustee of a written notification
        to such effect by the taxing authority of such state. The expenses of preparing
        and filing such returns shall be borne by the Trustee.

      



      
        
          
          

        

        
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      (e)
         The
        Trustee or its designee shall perform on behalf of each REMIC all reporting
        and
        other tax compliance duties that are the responsibility of such REMIC under
        the
        Code, the REMIC Provisions, or other compliance guidance issued by the Internal
        Revenue Service or any state or local taxing authority. Among its other duties,
        if required by the Code, the REMIC Provisions, or other such guidance, the
        Trustee shall provide (i) to the Treasury or other governmental authority
        such
        information as is necessary for the application of any tax relating to the
        transfer of a Residual Certificate to any disqualified person or organization
        pursuant to Treasury Regulation 1.860E-2(a)(5) and any person designated
        in
        Section 860E(e)(3) of the Code and (ii) to the Certificateholders such
        information or reports as are required by the Code or REMIC
        Provisions.

      


      The
        Trustee shall be entitled to receive reasonable compensation from the Trust
        Fund
        for the performance of its duties under this subsection (e); provided,
        however,
        that
        such compensation shall not exceed $5,000 per year; provided, further, that,
        after a Section 7.01(d) Purchase Event, any expenses incurred by the Trustee
        in
        connection with such Section 7.01(d) Purchase Event shall be reimbursed to
        the
        Trustee, regardless of the limitation set forth above, in accordance with
        Section 4.04(b).

      


      (f)
         The
        Trustee, the Master Servicer and the Holders of Certificates shall take any
        action, within their respective control and scope of their duties, or cause
        any
        REMIC to take any action necessary to create or maintain the status of any
        REMIC
        as a REMIC under the REMIC Provisions and shall assist each other as necessary
        to create or maintain such status. Neither the Trustee, the Master Servicer
        nor
        the Holder of any Residual Certificate shall knowingly take any action, within
        their respective control, cause any REMIC to take any action or fail to take
        (or
        fail to cause to be taken) any action, within their respective control and
        scope
        of their duties, that, under the REMIC Provisions, if taken or not taken,
        as the
        case may be, could result in an Adverse REMIC Event unless the Trustee, any
        NIMS
        Insurer and the Master Servicer have received an Opinion of Counsel (at the
        expense of the party seeking to take such action) to the effect that the
        contemplated action will not result in an Adverse REMIC Event. In addition,
        prior to taking any action with respect to any REMIC or the assets therein,
        or
        causing any REMIC to take any action, which is not expressly permitted under
        the
        terms of this Agreement, any Holder of a Residual Certificate will consult
        with
        the Trustee, the Master Servicer, any NIMS Insurer or their respective
        designees, in writing, with respect to whether such action could cause an
        Adverse REMIC Event to occur with respect to any REMIC, and no such Person
        shall
        take any such action or cause any REMIC to take any such action as to which
        the
        Trustee or the Master Servicer or any NIMS Insurer has advised it in writing
        that an Adverse REMIC Event could occur.

      


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

      



      
        
          
          

        

        
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      (h)
         The
        Trustee shall, for federal income tax purposes, maintain books and records
        with
        respect to each REMIC on a calendar year and on an accrual basis.

      


      (i)
         No
        additional contributions of assets shall be made to any REMIC, except as
        expressly provided in this Agreement.

      


      (j)
         Neither
        the Trustee nor the Master Servicer shall enter into any arrangement by which
        any REMIC will receive a fee or other compensation for services.

      


      (k)
         Upon
        the
        request of any Rating Agency, the Trustee shall deliver an Officer’s Certificate
        stating, without regard to any actions taken by any party other than the
        Trustee, the Trustee’s compliance with provisions of this Section
        10.01.

      


      (l)
         The
        Trustee shall treat each of the Basis Risk Reserve Fund, the Cap Account
        and the
        Swap Account as an outside reserve fund within the meaning of Treasury
        Regulation 1.860G-2(h) that is owned by the Holder of the Class X Certificates
        and that is not an asset of any REMIC. The Trustee shall treat each Certificate
        (other than the Class X, Class LT-R, Class R and Class P Certificates) as
        representing not only ownership of regular interests in a REMIC, but also
        ownership of an interest in a notional principal contract entered into with
        the
        Class X Certificateholders. The rights of the Holders of the LIBOR Certificates
        to receive Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls shall be
        treated as rights in such notional principal contract. 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 Accrual Period
        at the
        Certificate Interest Rate for a Class, computed by substituting “REMIC Net Funds
        Cap” for “the Senior Net Funds Cap” or “the Subordinate Net Funds Cap”, as
        applicable, in the definition thereof, exceeds the amount of interest accrued
        for the related Accrual Period based on the applicable Net Funds Cap, and
        a
        Class I Shortfall payable from principal collections shall be allocated to
        the
        most subordinate Class of Certificates with an outstanding principal balance
        to
        the extent of such balance. However, any payment from the Certificates of
        a
        Class I Shortfall shall be treated for tax purposes as having been received
        by
        the beneficial owners of such Certificates in respect of their Interests
        in the
        Upper Tier REMIC 1 and as having been paid by such beneficial owners to the
        Supplemental Interest Trust pursuant to the notional principal contract.
        For tax
        purposes, the notional principal contract shall be deemed to have a value
        in
        favor of the Certificates entitled to receive Basis Risk Shortfalls and Unpaid
        Basis Risk Shortfalls of $26,000 as of the Closing Date.

      


      (m)
         [Reserved]

      


      (n)
         Notwithstanding
        the priority and sources of payments set forth in Article V hereof or otherwise,
        the Trustee shall account for all distributions on the Certificates as set
        forth
        in this Section 10.01. In no event shall any payments of Basis Risk Shortfalls
        or Unpaid Basis Risk Shortfalls provided for in this Section 10.01 be treated
        as
        payments with respect to a “regular interest” in a REMIC within the meaning of
        Code Section 860G(a)(1). 

      



      
        
          
          

        

        
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      Section
        10.02. Prohibited
        Transactions and Activities.  

      


      None
        of
        the Depositor, the Master Servicer or the Trustee shall sell, dispose of,
        or
        substitute for any of the Mortgage Loans, except in a disposition pursuant
        to
        (i) the foreclosure of a Mortgage Loan, (ii) the bankruptcy of the Trust
        Fund,
        (iii) the termination of each REMIC pursuant to Article VII of this Agreement,
        (iv) a substitution pursuant to Article II of this Agreement or (v) a repurchase
        of Mortgage Loans pursuant to Article II of this Agreement, nor acquire any
        assets for any REMIC, nor sell or dispose of any investments in the Certificate
        Account for gain, nor accept any contributions to any REMIC after the Closing
        Date, unless the Trustee and any NIMS Insurer have received an Opinion of
        Counsel (at the expense of the party causing such sale, disposition, or
        substitution) that such disposition, acquisition, substitution, or acceptance
        will not (a) result in an Adverse REMIC Event, (b) affect the distribution
        of
        interest or principal on the Certificates, or (c) result in the encumbrance
        of
        the assets transferred or assigned to the Trust Fund (except pursuant to
        the
        provisions of this Agreement). 

      


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

      


      Upon
        the
        occurrence of an Adverse REMIC Event due to the negligent performance by
        the
        Trustee of its duties and obligations set forth herein, the Trustee shall
        indemnify the Holder of the related Residual Certificate or the Trust Fund,
        as
        applicable, against any and all losses, claims, damages, liabilities or expenses
        (“Losses”) resulting from such negligence; provided,
        however,
        that the
        Trustee shall not be liable for any such Losses attributable to the action
        or
        inaction of the Master Servicer, the Depositor, the Class X Certificateholder
        or
        the Holder of a Residual Certificate, as applicable, nor for any such Losses
        resulting from misinformation provided by the Holder of such Residual
        Certificate on which the Trustee has relied. The foregoing shall not be deemed
        to limit or restrict the rights and remedies of the Holder of such Residual
        Certificate now or hereafter existing at law or in equity. Notwithstanding
        the
        foregoing, however, in no event shall the Trustee have any liability pursuant
        to
        this Section 10.03 (1) for any action or omission that is taken in accordance
        with and in compliance with the express terms of, or which is expressly
        permitted by the terms of, this Agreement or any Servicing Agreement, (2)
        for
        any Losses other than arising out of a negligent performance by the Trustee
        of
        its duties and obligations set forth herein, and (3) for any special or
        consequential damages to Certificateholders (in addition to payment of principal
        and interest on the Certificates) even if the Trustee has been advised of
        such
        loss or damage and regardless of the form of action. In addition, the Trustee
        shall not have any liability for the actions or failure to act of any other
        party hereto. 

      


      Section
        10.04. REO
        Property.  

      


      (a)
         Notwithstanding
        any other provision of this Agreement, the Master Servicer, acting on behalf
        of
        the Trustee hereunder, shall not, except to the extent provided in the
        applicable Servicing Agreement, knowingly permit any Servicer to, rent, lease,
        or otherwise earn income on behalf of any REMIC with respect to any REO Property
        which might cause an Adverse REMIC Event unless the Master Servicer and any
        NIMS
        Insurer has advised, or has caused the applicable Servicer to advise, the
        Trustee in writing to the effect that, under the REMIC Provisions, such action
        would not result in an Adverse REMIC Event.

      



      
        
          
          

        

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

      


      ARTICLE
        XI

      


      MISCELLANEOUS
        PROVISIONS

      


      Section
        11.01. Binding
        Nature of Agreement; Assignment.  

      


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

      


      Section
        11.02. Entire
        Agreement.  

      


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

      


      Section
        11.03. Amendment.  

      


      (a)
         On
        or
        prior to a Section 7.01(d) Purchase Event, this Agreement may be amended
        from
        time to time by the Depositor, the Master Servicer and the Trustee, with
        the
        consent of any NIMS Insurer, but without consent of the Swap Counterparty
        (except to the extent that the rights or obligations of the Swap Counterparty
        hereunder or under the Swap Agreement, respectively, are affected thereby
        or the
        ability of the Trustee on behalf of the Supplemental Interest Trust and the
        Trust Fund to perform fully and timely its obligations under the Swap Agreement
        is adversely affected, in which case prior written consent of the Swap
        Counterparty is required) and without notice to or the consent of any of
        the
        Holders, (i) to cure any ambiguity, (ii) to cause the provisions herein to
        conform to or be consistent with or in furtherance of the statements made
        with
        respect to the Certificates, the Trust Fund or this Agreement in any Offering
        Document, or to correct or supplement any provision herein which may be
        inconsistent with any other provisions herein or with the provisions of any
        Servicing Agreement, (iii) to make any other provisions with respect to matters
        or questions arising under this Agreement or (iv) to add, delete, or amend
        any
        provisions to the extent necessary or desirable to comply with any requirements
        imposed by the Code and the REMIC Provisions as evidenced by an Opinion of
        Counsel. No such amendment effected pursuant to the preceding sentence shall,
        as
        evidenced by an Opinion of Counsel, result in an Adverse REMIC Event, nor
        shall
        such amendment effected pursuant to clause (iii) of such sentence adversely
        affect in any material respect the interests of any Holder. Prior to entering
        into any amendment without the consent of Holders pursuant to this paragraph,
        the Trustee, any NIMS Insurer and the Swap Counterparty shall be provided
        with
        an Opinion of Counsel addressed to the Trustee, any NIMS Insurer and the
        Swap
        Counterparty (at the expense of the party requesting such amendment) to the
        effect that such amendment is permitted under this Section. Any such amendment
        shall be deemed not to adversely affect in any material respect any Holder,
        if
        the Trustee receives written confirmation from each Rating Agency that such
        amendment will not cause such Rating Agency to reduce the then current rating
        assigned to the Certificates. 

      



      
        
          
          

        

        
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      (b)
         On
        or
        prior to a Section 7.01(d) Purchase Event, this Agreement may also be amended
        from time to time by the Depositor, the Master Servicer, and the Trustee,
        with
        the consent of any NIMS Insurer, but without consent of the Swap Counterparty
        (except to the extent that the rights or obligations of the Swap Counterparty
        hereunder or under the Swap Agreement, respectively, are affected thereby
        or the
        ability of the Trustee on behalf of the Supplemental Interest Trust and the
        Trust Fund to perform fully and timely its obligations under the Swap Agreement
        is adversely affected, in which case prior written consent of the Swap
        Counterparty is required) with the consent of the Holders of not less than
        66-2/3% of the Class Principal Amount (or Percentage Interest) of each Class
        of
        Certificates affected thereby for the purpose of adding any provisions to
        or
        changing in any manner or eliminating any of the provisions of this Agreement
        or
        of modifying in any manner the rights of the Holders; provided,
        however,
        that no
        such amendment shall be made unless the Trustee, the Swap Counterparty and
        any
        NIMS Insurer receives an Opinion of Counsel addressed to the Trustee, the
        Swap
        Counterparty and any NIMS Insurer, at the expense of the party requesting
        the
        change, that such change will not cause an Adverse REMIC Event and is permitted
        hereunder; and provided further, that no such amendment may (i) reduce in
        any
        manner the amount of, or delay the timing of, payments received on Mortgage
        Loans which are required to be distributed on any Certificate, without the
        consent of the Holder of such Certificate or (ii) reduce the aforesaid
        percentages of Class Principal Amount or Class Notional Amount, as applicable
        (or Percentage Interest) of Certificates of each Class, the Holders of which
        are
        required to consent to any such amendment without the consent of the Holders
        of
        100% of the Class Principal Amount or Class Notional Amount, as applicable
        (or
        Percentage Interest) of each Class of Certificates affected thereby. For
        purposes of this paragraph, references to “Holder” or “Holders” shall be deemed
        to include, in the case of any Class of Book-Entry Certificates, the related
        Certificate Owners.

      



      
        
          
          

        

        
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      (c)
         After
        a
        Section 7.01(d) Purchase Event but on or prior to a Trust Fund Termination
        Event, this Agreement may be amended from time to time by the Depositor,
        the
        Master Servicer, the LTURI-holder and the Trustee but without the consent
        of the
        Swap Counterparty (except to the extent that the rights or obligations of
        the
        Swap Counterparty hereunder or under the Swap Agreement, respectively, are
        affected thereby or the ability of the Trustee on behalf of the Supplemental
        Interest Trust and the Trust Fund to perform fully and timely its obligations
        under the Swap Agreement is adversely affected, in which case prior written
        consent of the Swap Counterparty is required). Prior to entering into any
        amendment without the consent of Holders pursuant to this paragraph, the
        Trustee, the Swap Party and any NIMS Insurer shall be provided with an Opinion
        of Counsel addressed to the Trustee, the Swap Counterparty and any NIMS Insurer
        (at the expense of the party requesting such amendment) to the effect that
        such
        amendment is permitted under this Section and will not result in an Adverse
        REMIC Event.

      


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

      


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

      


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

      


      (g)
         Notwithstanding
        anything to the contrary in this Section 11.03, this Agreement may be amended
        from time to time by the Depositor, the Master Servicer and the Trustee to
        the
        extent necessary, in the judgment of the Depositor and its counsel, to comply
        with the Rules.

      


      Section
        11.04. Voting
        Rights.

      


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

      



      
        
          
          

        

        
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      Section
        11.05. Provision
        of Information.

      


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

      


      (b)
         The
        Trustee shall make available to any person to whom a Prospectus was delivered,
        upon the request of such person specifying the document or documents requested,
        (i) a copy (excluding exhibits) of any report on Form 8-K, Form 10-D or Form
        10-K filed with the Commission pursuant to Section 6.20(c) and (ii) a copy
        of
        any other document incorporated by reference in the Prospectus (to the extent
        that the Trustee has such documents in its possession or such documents are
        reasonably obtainable by the Trustee). Any reasonable out-of-pocket expenses
        incurred by the Trustee in providing copies of such documents shall be
        reimbursed by the Depositor.

      


      (c)
         On
        each
        Distribution Date, the Trustee shall make available on its website or otherwise
        deliver to the Depositor a copy of the report delivered to Certificateholders
        pursuant to Section 4.03.

      


      Section
        11.06. Governing
        Law.  

      


      THIS
        AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
        OF THE
        STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER
        THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW) AND THE OBLIGATIONS,
        RIGHTS
        AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH
        SUCH LAWS.

      


      Section
        11.07. Notices.  

      


      All
        demands, notices and communications hereunder shall be in writing and shall
        be
        deemed to have been duly given when received by (a) in the case of the
        Depositor, Structured Asset Securities Corporation, 745 Seventh Avenue, 7th
        Floor, New York, New York 10019, Attention: Mortgage Finance, LXS 2007-11,
        (b) in the case of the Seller, Lehman Brothers Holdings Inc., 745 Seventh
        Avenue, 7th Floor, New York, New York 10019, Attention: Mortgage Finance,
        LXS
        2007-11, (c) in the case of the Trustee, the applicable Corporate Trust
        Office, (d) in the case of the Master Servicer, Aurora Loan Services LLC,
        10350 Park Meadows Drive, Littleton, Colorado 80124; Attention: Master
        Servicing, LXS 2007-11, (e) in the case of the Swap Counterparty, at the
        address
        therefore set forth in the Swap Agreement, and (f) in the case of the Cap
        Counterparty, at the address therefore set forth in the Cap Agreement, or
        as to
        each party, such other address as may hereafter be furnished by such party
        to
        the other parties in writing. All demands, notices and communications to
        a party
        hereunder shall be in writing and shall be deemed to have been duly given
        when
        delivered to such party at the relevant address, facsimile number or electronic
        mail address set forth above or at such other address, facsimile number or
        electronic mail address as such party may designate from time to time by
        written
        notice in accordance with this Section 11.07.

      



      
        
          
          

        

        
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      Section
        11.08. Severability
        of Provisions.  

      


      If
        any
        one or more of the covenants, agreements, provisions or terms of this Agreement
        shall be for any reason whatsoever held invalid, then such covenants,
        agreements, provisions or terms shall be deemed severable from the remaining
        covenants, agreements, provisions or terms of this Agreement and shall in
        no way
        affect the validity or enforceability of the other provisions of this Agreement
        or of the Certificates or the rights of the Holders thereof.

      


      Section
        11.09. Indulgences;
        No Waivers.  

      


      Neither
        the failure nor any delay on the part of a party to exercise any right, remedy,
        power or privilege under this Agreement shall operate as a waiver thereof,
        nor
        shall any single or partial exercise of any right, remedy, power or privilege
        preclude any other or further exercise of the same or of any other right,
        remedy, power or privilege, nor shall any waiver of any right, remedy, power
        or
        privilege with respect to any occurrence be construed as a waiver of such
        right,
        remedy, power or privilege with respect to any other occurrence. No waiver
        shall
        be effective unless it is in writing and is signed by the party asserted
        to have
        granted such waiver.

      


      Section
        11.10. Headings
        Not To Affect Interpretation.  

      


      The
        headings contained in this Agreement are for convenience of reference only,
        and
        they shall not be used in the interpretation hereof.

      


      Section
        11.11. Benefits
        of Agreement.

      


      The
        Depositor shall promptly notify the Custodians, the Master Servicer and the
        Trustee in writing of the issuance of any Class of NIM Securities issued
        by a
        NIMS Insurer and the identity of such NIMS Insurer. Thereafter, the NIMS
        Insurer
        shall be deemed a third-party beneficiary of this Agreement to the same extent
        as if it were a party hereto, and shall be subject to and have the right
        to
        enforce the provisions of this Agreement so long as the NIM Securities remaining
        outstanding or the NIMS Insurer is owed amounts in respect of its guarantee
        of
        payment of such NIM Securities. Nothing in this Agreement or in the
        Certificates, express or implied, shall give to any Person, other than the
        parties to this Agreement and their successors hereunder, the Swap Counterparty
        and its successors and assignees under the Swap Agreement, the NIMS Insurer,
        the
        Holders, any benefit or any legal or equitable right, power, remedy or claim
        under this Agreement, except to the extent specified in Section
        11.15.

      


      Section
        11.12. Special
        Notices to the Rating Agencies and any NIMS Insurer.  

      


      (a)
         The
        Depositor shall give prompt notice to the Rating Agencies and any NIMS Insurer
        of the occurrence of any of the following events of which it has
        notice:

      


      (i) any
        amendment to this Agreement pursuant to Section 11.03;

      



      
        
          
          

        

        
          177

          
            

          

        

        
          
          

        

      


      (ii) any
        Assignment by the Master Servicer of its rights hereunder or delegation of
        its
        duties hereunder;

      


      (iii) the
        occurrence of any Event of Default described in Section 6.14;

      


      (iv) any
        notice of termination given to the Master Servicer pursuant to Section 6.14
        and
        any resignation of the Master Servicer hereunder;

      


      (v) the
        appointment of any successor to any Master Servicer pursuant to Section
        6.14;

      


      (vi) the
        making of a final payment pursuant to Section 7.02; and

      


      (vii) any
        termination of the rights and obligations of any Servicer under the applicable
        Servicing Agreement.

      


      (b)
         All
        notices to the Rating Agencies provided for this Section shall be in writing
        and
        sent by first class mail, telecopy or overnight courier, as
        follows:

      


      If
        to
        Moody’s, to:

      


      Moody’s
        Investors Service, Inc.

      99
        Church
        Street 

      New
        York,
        New York 10007

      Attention:
        Residential Mortgages

      


      If
        to
        S&P, to:

      


      Standard
        & Poor’s Ratings Services, a division of The McGraw-Hill Companies,
        Inc.

      55
        Water
        Street

      New
        York,
        New York 10014

      Attention:
        Residential Mortgages

      


      (c)
         The
        Trustee shall provide or make available to the Rating Agencies reports prepared
        pursuant to Section 4.03. In addition, the Trustee shall, at the expense
        of the
        Trust Fund, make available to each Rating Agency such information as such
        Rating
        Agency may reasonably request regarding the Certificates or the Trust Fund,
        to
        the extent that such information is reasonably available to the
        Trustee.

      


      Section
        11.13. Conflicts.  

      


      To
        the
        extent that the terms of this Agreement conflict with the terms of any Servicing
        Agreement, the related Servicing Agreement shall govern unless such provisions
        shall adversely affect the Trustee or the Trust Fund.

      



      
        
          
          

        

        
          178

          
            

          

        

        
          
          

        

      


      Section
        11.14. Counterparts.  

      


      This
        Agreement may be executed in one or more counterparts, each of which shall
        be
        deemed to be an original, and all of which together shall constitute one
        and the
        same instrument.

      


      Section
        11.15. Transfer
        of Servicing.  

      


      The
        Seller agrees that it shall provide written notice to the Master Servicer,
        the
        Swap Counterparty, any NIMS Insurer and the Trustee thirty days prior to
        any
        proposed transfer or assignment by the Seller of its rights under the Servicing
        Agreement or of the servicing thereunder from time to time with respect to
        any
        Mortgage Loan or group of Mortgage Loans, or delegation of its rights or
        duties
        thereunder or any portion thereof to any other Person other than the initial
        Servicer under such Servicing Agreement; provided,
        however,
        that the
        Seller shall not be required to provide prior notice of (i) any transfer
        of
        servicing that occurs within three months following the Closing Date to an
        entity that is a Servicer on the Closing Date or (ii) any assignment of any
        servicing rights from the Seller to an affiliate of the Seller. In addition,
        the
        ability of the Seller to transfer or assign its rights and delegate its duties
        under the Servicing Agreement or to transfer the servicing thereunder, from
        time
        to time with respect to any Mortgage Loan or group of Mortgage Loans, to
        a
        successor servicer shall be subject to the following conditions:

      


      (i) Satisfaction
        of the conditions to such transfer as set forth in the applicable Servicing
        Agreement including, without limitation, receipt of written consent of any
        NIMS
        Insurer and the Master Servicer (such consent not to be unreasonably withheld)
        to such transfer;

      


      (ii) Such
        successor servicer must be qualified to service loans for Fannie Mae or Freddie
        Mac, and must be a member in good standing of MERS;

      


      (iii) Such
        successor servicer must satisfy the seller/servicer eligibility standards
        in the
        Servicing Agreement, exclusive of any experience in mortgage loan origination
        and must be reasonably acceptable to the Master Servicer, whose approval
        shall
        not be unreasonably withheld;

      


      (iv) Such
        successor servicer must execute and deliver to the Trustee and the Master
        Servicer an agreement, in form and substance reasonably satisfactory to the
        Trustee and the Master Servicer, that contains an assumption by such successor
        servicer of the due and punctual performance and observance of each covenant
        and
        condition to be performed and observed by the applicable Servicer under the
        applicable Servicing Agreement or, in the case of a transfer of servicing
        to a
        party that is already a Servicer pursuant to this Agreement, an agreement
        to add
        the related Mortgage Loans to the Servicing Agreement already in effect with
        such Servicer;

      


      (v) If
        the
        successor servicer is not a Servicer of Mortgage Loans at the time of the
        transfer, there must be delivered to the Trustee and the Master Servicer
        a
        letter from each Rating Agency to the effect that such transfer of servicing
        will not result in a qualification, withdrawal or downgrade of the then-current
        rating of any of the Certificates; and

      



      
        
          
          

        

        
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      (vi) The
        Seller shall, at its cost and expense, take such steps, or cause the
        transferring Servicer to take such steps, as may be necessary or appropriate
        to
        effectuate and evidence the transfer of the servicing of the specified Mortgage
        Loans to such successor or replacement servicer, including, but not limited
        to,
        the following: (A) to the extent required by the terms of the Mortgage Loans
        and
        by applicable federal and state laws and regulations, the Seller shall cause
        the
        prior Servicer to timely mail to each obligor under a Mortgage Loan any required
        notices or disclosures describing the transfer of servicing of the Mortgage
        Loans to the successor or replacement servicer; (B) prior to the effective
        date
        of such transfer of servicing, the Seller shall cause the prior Servicer
        to
        transmit to any related insurer notification of such transfer of servicing;
        (C)
        on or prior to the effective date of such transfer of servicing, the Seller
        shall cause the prior Servicer to deliver to the successor or replacement
        servicer all Mortgage Loan Documents and any related records or materials;
        (D)
        on or prior to the effective date of such transfer of servicing, the Seller
        shall cause the prior Servicer to transfer to the successor or replacement
        servicer, or, if such transfer occurs after a Servicer Remittance Date but
        before the next succeeding Master Servicer Remittance Date, to the Trustee,
        all
        funds held by the prior Servicer in respect of the Mortgage Loans; (E) on
        or
        prior to the effective date of such transfer of servicing, the Seller shall
        cause the prior Servicer to, after the effective date of the transfer of
        servicing to the successor or replacement servicer, continue to forward to
        such
        successor or replacement servicer, within one Business Day of receipt, the
        amount of any payments or other recoveries received by the prior Servicer,
        and
        to notify the successor or replacement servicer of the source and proper
        application of each such payment or recovery; and (F) the Seller shall cause
        the
        prior Servicer to, after the effective date of transfer of servicing to the
        successor or replacement servicer, continue to cooperate with the successor
        or
        replacement servicer to facilitate such transfer in such manner and to such
        extent as the successor or replacement servicer may reasonably request.
        Notwithstanding the foregoing, the prior Servicer shall be obligated to perform
        the items listed above to the extent provided in the Servicing
        Agreement.

      


      [SIGNATURES
        TO FOLLOW]

      


       


      
        
          
          

        

        
          180

          
            

          

        

        
          
          

        

      


      


      IN
        WITNESS WHEREOF, the parties hereto have caused their names to be signed
        hereto
        by their respective officers hereunto duly authorized as of the day and year
        first above written.

      


      STRUCTURED
        ASSET SECURITIES

      CORPORATION,
        as Depositor

      


      By:
        /s/
        Ellen V. Kiernan            

      Name:
        Ellen V. Kiernan

      Title:
        Senior Vice President

      


      AURORA
        LOAN SERVICES LLC, as Master Servicer

      


      


      By:
        /s/
        Linda A. Sherman           

      Name:
        Linda A. Sherman

      Title:
        Senior Vice President

      


      CITIBANK,
        N.A.,

      as
        Trustee

      


      


      By:
        /s/
        Louis Piscitelli              

      Name:
        Louis Piscitelli

      Title:
        Vice President

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Solely
        for purposes of Section 6.11 and 11.15,

      accepted
        and agreed to by:

      


      LEHMAN
        BROTHERS HOLDINGS INC.

      


      By:
        /s/
        Michael Hitzmann            

      Name:
        Michael Hitzmann

      Title:
        Authorized Signatory

      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        A

      


      FORMS
        OF CERTIFICATES

      


      


      



      
        
          
          

        

        
          A-1

          
            

          

        

        
          
          

        

      


      EXHIBIT
        B-1

      


      FORM
        OF
        INITIAL CERTIFICATION

      


                                      

      Date

      


      Citibank,
        N.A.

      388
        Greenwich Street

      14th
        Floor

      New
        York,
        New York 10013

      Attention:
        Agency and Trust - Lehman XS Trust 2007-11

      


      Aurora
        Loan Services LLC, as Master Servicer

      10350
        Park Meadows Drive

      Littleton,
        Colorado 80124

      


      Structured
        Asset Securities Corporation,

      as
        Depositor

      745
        Seventh Avenue

      7th
        Floor

      New
        York,
        New York 10019

      Attention:
        Mortgage Finance, LXS 2007-11

      


      
        	 	
                Re:

              	
                Trust
                  Agreement dated as of June 1, 2007 (the “Trust
                  Agreement”),

              


      

      by
        and
        among Structured Asset Securities Corporation, as Depositor,

      Aurora
        Loan Services LLC, as Master Servicer and Citibank, N.A., as Trustee 
with
        respect to Lehman XS Trust Mortgage Pass-Through Certificates,
        Series 2007-11

      


      Ladies
        and Gentlemen:

      


      In
        accordance with Section 2.02(a) of the Trust Agreement, subject to review
        of the
        contents thereof, the undersigned, as Custodian, hereby certifies that it
        has
        received the documents listed in Section 2.01(b) of the Trust Agreement for
        each
        Mortgage File pertaining to each Mortgage Loan listed on Schedule A, to the
        Trust Agreement, subject to any exceptions noted on Schedule I
        hereto.

      


      Capitalized
        words and phrases used herein and not otherwise defined herein shall have
        the
        respective meanings assigned to them in the Trust Agreement. This Certificate
        is
        subject in all respects to the terms of Section 2.02 of the Trust Agreement
        and
        the Trust Agreement sections cross-referenced therein.

      


      [Custodian]

      


      By:_____________________________________

      Name:
        

      Title:


      
        
          
          

        

        
          B-1-1

          
            

          

        

        
          
          

        

      


      EXHIBIT
        B-2

      


      FORM
        OF
        INTERIM CERTIFICATION

                                      

      Date

      Citibank,
        N.A.

      388
        Greenwich Street

      14th
        Floor

      New
        York,
        New York 10013

      Attention:
        Agency and Trust - Lehman XS Trust 2007-11

      


      Aurora
        Loan Services LLC, as Master Servicer

      10350
        Park Meadows Drive

      Littleton,
        Colorado 80124

      


      Structured
        Asset Securities Corporation,

      as
        Depositor

      745
        Seventh Avenue, 7th
        Floor

      New
        York,
        New York 10019

      Attention:
        Mortgage Finance, LXS 2007-11

      


      
        	 	
                Re:

              	
                Trust
                  Agreement dated as of June 1, 2007 (the “Trust
                  Agreement”),

              


      

      by
        and
        among Structured Asset Securities Corporation, as Depositor,

      Aurora
        Loan Services LLC, as Master Servicer and Citibank, N.A., as Trustee


      with
        respect to Lehman XS Trust Mortgage Pass-Through Certificates,
        Series 2007-11

      


      Ladies
        and Gentlemen:

      


      In
        accordance with Section 2.02(b) of the Trust Agreement, the undersigned,
        as
        Custodian, hereby certifies that as to each Mortgage Loan listed in the Mortgage
        Loan Schedule (other than any Mortgage Loan paid in full or listed on Schedule
        I
        hereto) it (or its custodian) has received the applicable documents listed
        in
        Section 2.01(b) of the Trust Agreement.

      


      The
        undersigned hereby certifies that as to each Mortgage Loan identified on
        the
        Mortgage Loan Schedule, other than any Mortgage Loan listed on Schedule I
        hereto, it has reviewed the documents listed in Section 2.01(b) of the Trust
        Agreement and has determined that each such document appears regular on its
        face
        and appears to relate to the Mortgage Loan identified in such
        document.

      


      Capitalized
        words and phrases used herein shall have the respective meanings assigned
        to
        them in the Trust Agreement. This Certificate is qualified in all respects
        by
        the terms of said Trust Agreement including, but not limited to, Section
        2.02(b).

      


      [Custodian]

      


      By:______________________________

      Name:
        

      Title:


      
        
          
          

        

        
          B-2-1

          
            

          

        

        
          
          

        

      


      


      EXHIBIT
        B-3

      


      FORM
        OF
        FINAL CERTIFICATION

      


                                      

      Date

      Citibank,
        N.A.

      388
        Greenwich Street

      14th
        Floor

      New
        York,
        New York 10013

      Attention:
        Agency and Trust - Lehman XS Trust 2007-11

      


      Aurora
        Loan Services LLC, as Master Servicer

      10350
        Park Meadows Drive

      Littleton,
        Colorado 80124

      


      Structured
        Asset Securities Corporation,

      as
        Depositor

      745
        Seventh Avenue, 7th
        Floor

      New
        York,
        New York 10019

      Attention:
        Mortgage Finance, LXS 2007-11

      


      
        	 	
                Re:

              	
                Trust
                  Agreement dated as of June 1, 2007 (the “Trust
                  Agreement”),

              


      

      by
        and
        among Structured Asset Securities Corporation, as Depositor,

      Aurora
        Loan Services LLC, as Master Servicer and Citibank, N.A., as Trustee


      with
        respect to Lehman XS Trust Mortgage Pass-Through Certificates,
        Series 2007-11

      


      Ladies
        and Gentlemen:

      


      In
        accordance with Section 2.02(d) of the Trust Agreement, the undersigned,
        as
        Custodian on behalf of the Trustee, hereby certifies that as to each Mortgage
        Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid
        in
        full or listed on Schedule I hereto) it (or its custodian) has received the
        applicable documents listed in Section 2.01(b) of the Trust
        Agreement.

      


      The
        undersigned hereby certifies that as to each Mortgage Loan identified in
        the
        Mortgage Loan Schedule, other than any Mortgage Loan listed on Schedule I
        hereto, it has reviewed the documents listed in Section 2.01(b) of the Trust
        Agreement and has determined that each such document appears to be complete
        and,
        based on an examination of such documents, the information set forth in items
        (i) through (vi) of the Mortgage Loan Schedule is correct.

      


      Capitalized
        words and phrases used herein shall have the respective meanings assigned
        to
        them in the Trust Agreement. This Certificate is qualified in all respects
        by
        the terms of said Trust Agreement.

      [Custodian]

      


      By:_____________________________________

      Name:

      Title:
        


      
        
          
          

        

        
          B-3-1

          
            

          

        

        
          
          

        

      


      


      EXHIBIT
        B-4

      


      FORM
        OF ENDORSEMENT

      


      Pay
        to the order of
        Citibank, N.A., as trustee (the “Trustee”), under a Trust Agreement dated as of
        June 1, 2007, among Structured Asset Securities Corporation, as depositor,
        Aurora Loan Services LLC, as master servicer, and the Trustee, relating to
        Lehman XS Trust Mortgage Pass-Through Certificates, Series 2007-11,
        without recourse.

      


      


      


      __________________________________

      [current
        signatory on note]

      


      By: 
        _______________________________
Name:
Title:

      


      



      
        
          
          

        

        
          B-4-1

          
            

          

        

        
          
          

        

      


      EXHIBIT
        C

      


      REQUEST
        FOR RELEASE OF DOCUMENTS AND RECEIPT

      


                                      

      Date

      


      [Addressed
        to Trustee

      or,
        if
        applicable, Custodian]

      


      In
        connection with the administration of the mortgages held by you as Trustee
        under
        a certain Trust Agreement dated as of June 1, 2007 by and among Structured
        Asset
        Securities Corporation, as Depositor, Citibank, N.A., as Trustee, and Aurora
        Loan Services LLC, as Master Servicer (the “Trust Agreement”), the undersigned
        Servicer hereby requests a release of the Mortgage File held by you as Trustee
        with respect to the following described Mortgage Loan for the reason indicated
        below.

      


      Mortgagor’s
        Name:

      


      Address:

      


      Loan
        No.:

      


      Reason
        for requesting file:

      


      1. Mortgage
        Loan paid in full. (The Servicer hereby certifies that all amounts received
        in
        connection with the loan have been or will be credited to the Certificate
        Account pursuant to the Trust Agreement.)

      


      2. The
        Mortgage Loan is being foreclosed.

      


      3. Mortgage
        Loan substituted. (The Servicer hereby certifies that a Qualifying Substitute
        Mortgage Loan has been assigned and delivered to you along with the related
        Mortgage File pursuant to the Trust Agreement.)

      


      4. Mortgage
        Loan repurchased. (The [Servicer] [Master Servicer] hereby certifies that
        the
        Purchase Price (or FPD Purchase Price (in the case of a First Payment Default
        Mortgage Loan)) has been credited to the Certificate Account or Collection
        Account, as applicable, pursuant to the Trust Agreement.)

      


      5. Other.
        (Describe)

      


      The
        undersigned acknowledges that the above Mortgage File will be held by the
        undersigned in accordance with the provisions of the Trust Agreement and
        will be
        returned to you within ten (10) days of our receipt of the Mortgage File,
        except
        if the Mortgage Loan has been paid in full, or repurchased or substituted
        for a
        Qualifying Substitute Mortgage Loan (in which case the Mortgage File will
        be
        retained by us permanently) and except if the Mortgage Loan is being foreclosed
        (in which case the Mortgage File will be returned when no longer required
        by us
        for such purpose).


      
        
          
          

        

        
          C-1

          
            

          

        

        
          
          

        

      


      Capitalized
        terms used herein shall have the meanings ascribed to them in the Trust
        Agreement.

      


      


      ____________________________________

                          
        [Name of Servicer]

      


      By: 
        __________________________________
Name:
Title:
        Servicing Officer

      



      
        
          
          

        

        
          C-2

          
            

          

        

        
          
          

        

      


      EXHIBIT
        D-1

      


      FORM
        OF RESIDUAL CERTIFICATE TRANSFER AFFIDAVIT (TRANSFEREE)

      


      
        	
                STATE
                  OF

              	
                )

              
	 	
                )
                  ss.:

              
	
                COUNTY
                  OF

              	
                )

              


      

      


      [NAME
        OF
        OFFICER], _________________ being first duly sworn, deposes and
        says:

      


      
        	 	
                1.

              	
                That
                  he [she] is [title of officer] ________________________ of [name
                  of
                  Purchaser] _________________________________________ (the “Purchaser”), a
                  _______________________ [description of type of entity] duly organized
                  and
                  existing under the laws of the [State of __________] [United States],
                  on
                  behalf of which he [she] makes this
                  affidavit.

              


      

      


      
        	 	
                2.

              	
                That
                  the Purchaser’s Taxpayer Identification Number is
                  [           ].

              


      

      


      
        	 	
                3.

              	
                That
                  the Purchaser is not a “disqualified organization” within the meaning of
                  Section 860E(e)(5) of the Internal Revenue Code of 1986, as amended
                  (the
                  “Code”) and will not be a “disqualified organization” as of [date of
                  transfer], and that the Purchaser is not acquiring a Residual Certificate
                  (as defined in the Agreement) for the account of, or as agent (including
                  a
                  broker, nominee, or other middleman) for, any person or entity
                  from which
                  it has not received an affidavit substantially in the form of this
                  affidavit. For these purposes, a “disqualified organization” means the
                  United States, any state or political subdivision thereof, any
                  foreign
                  government, any international organization, any agency or instrumentality
                  of any of the foregoing (other than an instrumentality if all of
                  its
                  activities are subject to tax and a majority of its board of directors
                  is
                  not selected by such governmental entity), any cooperative organization
                  furnishing electric energy or providing telephone service to persons
                  in
                  rural areas as described in Code Section 1381(a)(2)(C), any “electing
                  large partnership” within the meaning of Section 775 of the Code, or any
                  organization (other than a farmers’ cooperative described in Code Section
                  521) that is exempt from federal income tax unless such organization
                  is
                  subject to the tax on unrelated business income imposed by Code
                  Section
                  511.

              


      

      


      
        	 	
                4.

              	
                That
                  the Purchaser either (x) is not, and on __________________ [date
                  of
                  transfer] will not be, an employee benefit plan or other retirement
                  arrangement subject to Section 406 of the Employee Retirement Income
                  Security Act of 1974, as amended (“ERISA”), or Section 4975 of the Code
                  (collectively, a “Plan”) or a person acting on behalf of any such Plan or
                  investing the assets of any such Plan to acquire a Residual Certificate;
                  (y) if the Residual Certificate has been the subject of an
                  ERISA-Qualifying Underwriting, is an insurance company that is
                  purchasing
                  the Residual Certificate with funds contained in an “insurance company
                  general account” as defined in Section V(e) of Prohibited Transaction
                  Class Exemption (“PTCE”) 95-60 and the purchase and holding of the
                  Certificate are covered under Sections I and III of PTCE 95-60;
                  or (z)
                  herewith delivers to the Trustee an opinion of counsel (a “Benefit Plan
                  Opinion”) satisfactory to the Trustee, and upon which the Trustee, the
                  Master Servicer, any NIMS Insurer and the Depositor shall be entitled
                  to
                  rely, to the effect that the purchase or holding of such Residual
                  Certificate by the Investor will not result in any non-exempt prohibited
                  transactions under Title I of ERISA or Section 4975 of the Code
                  and will
                  not subject the Trustee, the Master Servicer, any NIMS Insurer
                  or the
                  Depositor to any obligation in addition to those undertaken by
                  such
                  entities in the Trust Agreement, which opinion of counsel shall
                  not be an
                  expense of the Trust Fund or any of the above
                  parties.

              


      


      
        
          
          

        

        
          D-1-1

          
            

          

        

        
          
          

        

      


      
        	 	
                5.

              	
                That
                  the Purchaser hereby acknowledges that under the terms of the Trust
                  Agreement (the “Agreement”) by and among Structured Asset Securities
                  Corporation, as Depositor, Aurora Loan Services LLC, as Master
                  Servicer,
                  and Citibank,
                  N.A.,
                  as Trustee, dated as of June 1, 2007, relating to Lehman XS Trust
                  Mortgage
                  Pass-Through Certificates, Series 2007-11, no transfer of the Residual
                  Certificates shall be permitted to be made to any person unless
                  the
                  Depositor and Trustee have received a certificate from such transferee
                  containing the representations in paragraphs 3 and 4
                  hereof.

              


      

      


      
        	 	
                6.

              	
                That
                  the Purchaser does not hold REMIC residual securities as nominee
                  to
                  facilitate the clearance and settlement of such securities through
                  electronic book-entry changes in accounts of participating organizations
                  (such entity, a “Book-Entry
                  Nominee”).

              


      

      


      
        	 	
                7.

              	
                That
                  the Purchaser does not have the intention to impede the assessment
                  or
                  collection of any federal, state or local taxes legally required
                  to be
                  paid with respect to such Residual
                  Certificate.

              


      

      


      
        	 	
                8.

              	
                That
                  the Purchaser will not transfer a Residual Certificate to any person
                  or
                  entity (i) as to which the Purchaser has actual knowledge that
                  the
                  requirements set forth in paragraph 3, paragraph 6 or paragraph
                  10 hereof
                  are not satisfied or that the Purchaser has reason to believe does
                  not
                  satisfy the requirements set forth in paragraph 7 hereof, and (ii)
                  without
                  obtaining from the prospective Purchaser an affidavit substantially
                  in
                  this form and providing to the Trustee a written statement substantially
                  in the form of Exhibit D-2 to the
                  Agreement.

              


      

      


      
        	 	
                9.

              	
                That
                  the Purchaser understands that, as the holder of a Residual Certificate,
                  the Purchaser may incur tax liabilities in excess of any cash flows
                  generated by the interest and that it intends to pay taxes associated
                  with
                  holding such Residual Certificate as they become
                  due.

              


      

      


      
        	 	
                10.

              	
                That
                  the Purchaser (i) is not a Non-U.S. Person or (ii) is a Non-U.S.
                  Person
                  that holds a Residual Certificate in connection with the conduct
                  of a
                  trade or business within the United States and has furnished the
                  transferor and the Trustee with an effective Internal Revenue Service
                  Form
                  W-8ECI
                  (Certificate of Foreign Person’s Claim for Exemption From Withholding on
                  Income Effectively Connected With the Conduct of a Trade or Business
                  in
                  the United States)
                  or successor form at the time and in the manner required by the
                  Code or
                  (iii) is a Non-U.S. Person that has delivered to both the transferor
                  and
                  the Trustee an opinion of a nationally recognized tax counsel to
                  the
                  effect that the transfer of such Residual Certificate to it is
                  in
                  accordance with the requirements of the Code and the regulations
                  promulgated thereunder and that such transfer of a Residual Certificate
                  will not be disregarded for federal income tax purposes. “Non-U.S. Person”
                  means an individual, corporation, partnership or other person other
                  than
                  (i) a citizen or resident of the United States; (ii) a corporation,
                  partnership or other entity created or organized in or under the
                  laws of
                  the United States or any state thereof, including for this purpose,
                  the
                  District of Columbia; (iii) an estate that is subject to U.S. federal
                  income tax regardless of the source of its income; (iv) a trust
                  if a court
                  within the United States is able to exercise primary supervision
                  over the
                  administration of the trust and one or more United States trustees
                  have
                  authority to control all substantial decisions of the trust; and,
                  (v) to the extent provided in Treasury regulations, certain trusts
                  in
                  existence on August 20, 1996 that are treated as United States
                  persons
                  prior to such date and elect to continue to be treated as United
                  States
                  persons.

              


      


      
        
          
          

        

        
          D-1-2

          
            

          

        

        
          
          

        

      


      
        	 	
                11.

              	
                That
                  the Purchaser agrees to such amendments of the Trust Agreement
                  as may be
                  required to further effectuate the restrictions on transfer of
                  any
                  Residual Certificate to such a “disqualified organization,” an agent
                  thereof, a Book-Entry Nominee, or a person that does not satisfy
                  the
                  requirements of paragraph 7 and paragraph 10
                  hereof.

              


      

      


      
        	 	
                12.

              	
                That
                  the Purchaser consents to the designation of the Trustee as its
                  agent to
                  act as “tax matters person” of the Trust Fund pursuant to the Trust
                  Agreement.

              


      

      


      IN
        WITNESS WHEREOF, the Purchaser has caused this instrument to be executed
        on its
        behalf, pursuant to authority of its Board of Directors, by its [title of
        officer] this _____ day of __________, 20__.

      


      _________________________________

      [name
        of Purchaser]

      


      By: 
        ______________________________
Name:
Title:

      


       


      
        
          
          

        

        
          D-1-3

          
            

          

        

        
          
          

        

      


      Personally
        appeared before me the above-named [name of officer] ________________, known
        or
        proved to me to be the same person who executed the foregoing instrument
        and to
        be the [title of officer] _________________ of the Purchaser, and acknowledged
        to me that he [she] executed the same as his [her] free act and deed and
        the
        free act and deed of the Purchaser.

      


      Subscribed
        and sworn before me this _____ day of __________, 20__.

      


      NOTARY
        PUBLIC

      


      __________________________________


      


      


      


      COUNTY
        OF_____________________

      


      STATE
        OF______________________

      


      My
        commission expires the _____ day of __________, 20__.

      


      



      
        
          
          

        

        
          D-1-4

          
            

          

        

        
          
          

        

      


      EXHIBIT
        D-2

      


      RESIDUAL
        CERTIFICATE TRANSFER AFFIDAVIT (TRANSFEROR)

      


      ____________________________

      Date

      


      Re:  Lehman
        XS Trust Mortgage Pass-Through Certificates, Series 2007-11

      


      _______________________
        (the “Transferor”) has reviewed the attached affidavit of
        _____________________________ (the “Transferee”), and has no actual knowledge
        that such affidavit is not true and has no reason to believe that the
        information contained in paragraph 7 thereof is not true, and has no reason
        to
        believe that the Transferee has the intention to impede the assessment or
        collection of any federal, state or local taxes legally required to be paid
        with
        respect to a Residual Certificate. In addition, the Transferor has conducted
        a
        reasonable investigation at the time of the transfer and found that the
        Transferee had historically paid its debts as they came due and found no
        significant evidence to indicate that the Transferee will not continue to
        pay
        its debts as they become due.

      


      Very
        truly yours,

      


      _______________________________

      Name:

      Title:

      


      



      
        
          
          

        

        
          D-2-1

          
            

          

        

        
          
          

        

      


      EXHIBIT
        E

      


      LIST
        OF SERVICING AGREEMENTS

      


      
        	
                1.

              	
                Servicing
                  Agreement dated as of June 1, 2007, between Lehman Brothers Holdings
                  Inc.,
                  as seller, and Aurora Loan Services LLC, in its dual capacities
                  of
                  servicer and master servicer, and acknowledged by Citibank, N.A.,
                  as
                  trustee.

              


      

      
        	
                2.

              	
                Securitization
                  Servicing Agreement dated as of June 1, 2007, between Lehman Brothers
                  Holdings Inc., as seller, and Midwest Loan Services, Inc., as servicer,
                  and acknowledged by Aurora Loan Services LLC, as master servicer,
                  and
                  Citibank, N.A., as trustee.

              


      

      
        	
                3.

              	
                Reconstituted
                  Servicing Agreement dated as of June 1, 2007, between Lehman Brothers
                  Holdings Inc., as seller, and GreenPoint Mortgage Funding, Inc.,
                  as
                  servicer, and acknowledged by Aurora Loan Services LLC, as master
                  servicer, and Citibank, N.A., as
                  trustee.

              


      

      
        	
                4.

              	
                Reconstituted
                  Servicing Agreement dated as of June 1, 2007, between Lehman Brothers
                  Holdings Inc., as seller, and IndyMac Bank, F.S.B., as servicer,
                  and
                  acknowledged by Aurora Loan Services LLC, as master servicer, and
                  Citibank, N.A., as trustee.

              


      

      
        	
                5.

              	
                Reconstituted
                  Servicing Agreement dated as of June 1, 2007, between Lehman Brothers
                  Holdings Inc., as seller, and National City Mortgage Co., as servicer,
                  and
                  acknowledged by Aurora Loan Services LLC, as master servicer, and
                  Citibank, N.A., as trustee.

              


      

      
        	
                6.

              	
                Reconstituted
                  Servicing Agreement dated as of June 1, 2007, between Lehman Brothers
                  Holdings Inc., as seller, and PHH Mortgage Corporation, as servicer,
                  and
                  acknowledged by Aurora Loan Services LLC, as master servicer, and
                  Citibank, N.A., as trustee.

              


      

      
        	
                7.

              	
                Reconstituted
                  Servicing Agreement dated as of June 1, 2007, between Lehman Brothers
                  Holdings Inc., as seller, and Washington Mutual Bank, as servicer,
                  and
                  acknowledged by Aurora Loan Services LLC, as master servicer, and
                  Citibank, N.A., as trustee.

              


      

      
        	
                8.

              	
                Reconstituted
                  Servicing Agreement dated as of June 1, 2007, between Lehman Brothers
                  Holdings Inc., as seller, and Wells Fargo Bank, N.A., as servicer,
                  and
                  acknowledged by Aurora Loan Services LLC, as master servicer, and
                  Citibank, N.A., as trustee.

              


      

      
        	
                9.

              	
                Transfer
                  Notice dated as of June 1, 2007, between Lehman Brothers Holdings
                  Inc., as
                  seller, and Colonial Savings, F.A., as
                  servicer.

              


      

      


      



      
        
          
          

        

        
          E-1

          
            

          

        

        
          
          

        

      


      


      EXHIBIT
        F

      


      FORM
        OF RULE 144A TRANSFER CERTIFICATE

      


      
        	 	
                Re:

              	
                Lehman
                  XS Trust

              


      

      Mortgage
        Pass-Through Certificates

      Series
        2007-11                                                       

      


      Reference
        is hereby made to the Trust Agreement dated as of June 1, 2007 (the “Trust
        Agreement”) by and among Structured Asset Securities Corporation, as Depositor,
        Aurora Loan Services LLC, as Master Servicer, and Citibank, N.A., as Trustee.
        Capitalized terms used but not defined herein shall have the meanings given
        to
        them in the Trust Agreement.

      


      This
        letter relates to $__________ initial Certificate Balance of Class      
        Certificates which are held in the form of Definitive Certificates registered
        in
        the name of                                 
        (the
“Transferor”). The Transferor has requested a transfer of such Definitive
        Certificates for Definitive Certificates of such Class registered in the
        name of
        [insert name of transferee].

      


      In
        connection with such request, and in respect of such Certificates, the
        Transferor hereby certifies that such Certificates are being transferred
        in
        accordance with (i) the transfer restrictions set forth in the Trust Agreement
        and the Certificates and (ii) Rule 144A under the Securities Act to a purchaser
        that the Transferor reasonably believes is a “qualified institutional buyer”
within the meaning of Rule 144A purchasing for its own account or for the
        account of a “qualified institutional buyer,” which purchaser is aware that the
        sale to it is being made in reliance upon Rule 144A, in a transaction meeting
        the requirements of Rule 144A and in accordance with any applicable securities
        laws of any state of the United States or any other applicable
        jurisdiction.

      


      This
        certificate and the statements contained herein are made for your benefit
        and
        the benefit of the Depositor.

      


      _____________________________________

      [Name
        of Transferor]

      


      By: 
        __________________________________
Name:
Title:

      


      Dated:
        ___________, ____


      
        
          
          

        

        
          F-1

          
            

          

        

        
          
          

        

      


      EXHIBIT
        G

      


      FORM
        OF PURCHASER’S LETTER FOR

      INSTITUTIONAL
        ACCREDITED INVESTOR

      


                                      

      Date

      


      Dear
        Sirs:

      


      In
        connection with our proposed purchase of $______________ principal amount
        of
        Lehman XS Trust Mortgage Pass-Through Certificates, Series 2007-11 (the
“Privately Offered Certificates”) of the Structured Asset Securities Corporation
        (the “Depositor”), we confirm that:

      


      
        	
                (1)

              	
                We
                  understand that the Privately Offered Certificates have not been,
                  and will
                  not be, registered under the Securities Act of 1933, as amended
                  (the
                  “Securities Act”), and may not be sold except as permitted in the
                  following sentence. We agree, on our own behalf and on behalf of
                  any
                  accounts for which we are acting as hereinafter stated, that if
                  we should
                  sell any Privately Offered Certificates within two years of the
                  later of
                  the date of original issuance of the Privately Offered Certificates
                  or the
                  last day on which such Privately Offered Certificates are owned
                  by the
                  Depositor or any affiliate of the Depositor we will do so only
                  (A) to the
                  Depositor, (B) to “qualified institutional buyers” (within the meaning of
                  Rule 144A under the Securities Act) in accordance with Rule 144A
                  under the
                  Securities Act (“QIBs”), (C) pursuant to the exemption from registration
                  provided by Rule 144 under the Securities Act, or (D) to an institutional
                  “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or
                  (7) of Regulation D under the Securities Act that is not a QIB
                  (an
                  “Institutional Accredited Investor”) which, prior to such transfer,
                  delivers to the Trustee under the Trust Agreement dated as of June
                  1, 2007
                  (the “Trust Agreement”) by and among the Depositor, Aurora Loan Services
                  LLC, as Master Servicer, and Citibank, N.A., as Trustee (the “Trustee”), a
                  signed letter in the form of this letter; and we further agree,
                  in the
                  capacities stated above, to provide to any person purchasing any
                  of the
                  Privately Offered Certificates from us a notice advising such purchaser
                  that resales of the Privately Offered Certificates are restricted
                  as
                  stated herein.

              


      

      


      
        	
                (2)

              	
                We
                  understand that, in connection with any proposed resale of any
                  Privately
                  Offered Certificates to an Institutional Accredited Investor, we
                  will be
                  required to furnish to the Trustee and the Depositor a certification
                  from
                  such transferee in the form hereof to confirm that the proposed
                  sale is
                  being made pursuant to an exemption from, or in a transaction not
                  subject
                  to, the registration requirements of the Securities Act. We further
                  understand that the Privately Offered Certificates purchased by
                  us will
                  bear a legend to the foregoing
                  effect.

              


      

      


      
        	
                (3)

              	
                We
                  are acquiring the Privately Offered Certificates for investment
                  purposes
                  and not with a view to, or for offer or sale in connection with,
                  any
                  distribution in violation of the Securities Act. We have such knowledge
                  and experience in financial and business matters as to be capable
                  of
                  evaluating the merits and risks of our investment in the Privately
                  Offered
                  Certificates, and we and any account for which we are acting are
                  each able
                  to bear the economic risk of such
                  investment.

              


      


      
        
          
          

        

        
          G-1

          
            

          

        

        
          
          

        

      


      
        	
                (4)

              	
                We
                  are an Institutional Accredited Investor and we are acquiring the
                  Privately Offered Certificates purchased by us for our own account
                  or for
                  one or more accounts (each of which is an Institutional Accredited
                  Investor) as to each of which we exercise sole investment
                  discretion.

              


      

      


      
        	
                (5)

              	
                We
                  have received such information as we deem necessary in order to
                  make our
                  investment decision.

              


      

      


      
        	
                (6)

              	
                If
                  we are acquiring ERISA-Restricted Certificates, we understand that
                  in
                  accordance with ERISA, the Code and the Exemption, no Plan and
                  no person
                  acting on behalf of such a Plan may acquire such Certificate except
                  in
                  accordance with Section 3.03(d) of the Trust
                  Agreement.

              


      

      


      Terms
        used in this letter which are not otherwise defined herein have the respective
        meanings assigned thereto in the Trust Agreement.

      


      You
        and the Depositor are entitled to rely upon this letter and are irrevocably
        authorized to produce this letter or a copy hereof to any interested party
        in
        any administrative or legal proceeding or official inquiry with respect to
        the
        matters covered hereby.

      


      Very
        truly yours,

      


      ______________________________


      [Purchaser]

      


      By: 
        _______________________________
Name:
Title:

      


      


      



      
        
          
          

        

        
          G-2

          
            

          

        

        
          
          

        

      


      EXHIBIT
        H

      


      FORM
        OF ERISA TRANSFER AFFIDAVIT

      


      
        	
                STATE
                  OF NEW YORK 

              	
                )

              
	 	
                )
                  ss.: 

              
	
                COUNTY
                  OF NEW YORK 

              	
                )

              


      

      


      The
        undersigned, being first duly sworn, deposes and says as follows:

      


      1. The
        undersigned is the ______________________ of (the “Investor”), a [corporation
        duly organized] and existing under the laws of __________, on behalf of which
        he
        makes this affidavit.

      


      2. In
        the case of an ERISA-Restricted Certificate, the
        Investor either (x) is not, and on ___________ [date of transfer] will not
        be,
        an employee benefit plan or other retirement arrangement subject to Section
        406
        of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or
        Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”)
        (collectively, a “Plan”) or a person acting on behalf of any such Plan or
        investing the assets of any such Plan to acquire a Certificate; (y) if the
        Certificate has been the subject of an ERISA-Qualifying Underwriting, is
        an
        insurance company that is purchasing the Certificate with funds contained
        in an
“insurance company general account” as defined in Section V(e) of Prohibited
        Transaction Class Exemption (“PTCE”) 95-60 and the purchase and holding of the
        Certificate are covered under Sections I and III of PTCE 95-60; or (z) herewith
        delivers to the Trustee an opinion of counsel (a “Benefit Plan Opinion”)
        satisfactory to the Trustee, and upon which the Trustee, the Master Servicer,
        any NIMS Insurer and the Depositor shall be entitled to rely, to the effect
        that
        the purchase or holding of such Certificate by the Investor will not result
        in
        any non-exempt prohibited transactions under Title I of ERISA or Section
        4975 of
        the Code and will not subject the Trustee, the Master Servicer, any NIMS
        Insurer
        or the Depositor to any obligation in addition to those undertaken by such
        entities in the Trust Agreement, which opinion of counsel shall not be an
        expense of the Trust Fund or the above parties.

      


      3. In
        the
        case of an ERISA-Restricted Trust Certificate, prior to the termination of
        the
        Swap Agreement and the Cap Agreement, either (i) the Investor is neither
        a Plan
        nor a person acting on behalf of any such Plan or using the assets of any
        such
        Plan to effect such transfer or (ii) the acquisition and holding of the
        ERISA-Restricted Trust Certificate are eligible for exemptive relief under
        the
        statutory exemption for nonfiduciary service providers under Section 408(b)(17)
        of ERISA and Section 4975(d)(20) of the Code, PTCE 84-14, PTCE 90-1, PTCE
        91-38,
        PTCE 95-60 or PTCE 96-23 or some other applicable exemption.

      


      4. The
        Investor hereby acknowledges that under the terms of the Trust Agreement
        (the
“Agreement”) by and among Structured Asset Securities Corporation, as Depositor,
        Aurora Loan Services LLC, as Master Servicer, and Citibank, N.A., as Trustee,
        dated as of June 1, 2007, regarding Lehman XS Trust Mortgage Pass-Through
        Certificates, Series 2007-11, no transfer of the ERISA-Restricted Certificates
        or the ERISA-Restricted Trust Certificates shall be permitted to be made
        to any
        person unless the Trustee has received a certificate from such transferee
        in the
        form hereof.


      
        
          
          

        

        
          H-1

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the Investor has caused this instrument to be executed on
        its
        behalf, pursuant to proper authority, by its duly authorized officer, duly
        attested, this ____ day of _______________, 20___.

      


      _________________________________

      [Investor]

      


      By: 
        ______________________________
Name:
Title:

      


      ATTEST:

      


      _________________________________

      


      
        	
                STATE
                  OF 

              	
                )

              
	 	
                )
                  ss:

              
	
                COUNTY
                  OF

              	
                )

              


      

      


      


      Subscribed
        and sworn before me this _____ day of _________ 20___.

      


      ______________________________

      NOTARY
        PUBLIC

      


      My
        commission expires the

      _____
        day of __________, 20___.

      


      


      



      
        
          
          

        

        
          H-2

          
            

          

        

        
          
          

        

      


      


      EXHIBIT
        I

      


      [RESERVED]

      


      


      


      


      


      


      



      
        
          
          

        

        
          I-1

          
            

          

        

        
          
          

        

      


      


      EXHIBIT
        J

      


      [RESERVED]

      


      


      


      


      


      


      



      
        
          
          

        

        
          J-1

          
            

          

        

        
          
          

        

      


      


      EXHIBIT
        K

      


      CUSTODIAL
        AGREEMENTS

      


      


      
        	
                1.

              	
                Custodial
                  Agreement dated and effective as of June 1, 2007, by and between
                  Deutsche
                  Bank National Trust Company, as custodian, and Citibank, N.A.,
                  as trustee,
                  and acknowledged by Structured Asset Securities Corporation, as
                  depositor,
                  and Aurora Loan Services LLC, in its dual capacities as servicer
                  and
                  master servicer.

              


      

       

      
        	
                2.

              	
                Custodial
                  Agreement dated and effective as of June 1, 2007, by and between
                  LaSalle
                  Bank National Association, as custodian, and Citibank, N.A., as
                  trustee,
                  and acknowledged by Structured Asset Securities Corporation, as
                  depositor,
                  and Aurora Loan Services LLC, in its dual capacities as servicer
                  and
                  master servicer.

              


      

       

      
        	
                3.

              	
                Custodial
                  Agreement dated and effective as of June 1, 2007, by and between
                  U.S. Bank
                  National Association, as custodian, and Citibank, N.A., as trustee,
                  and
                  acknowledged by Structured Asset Securities Corporation, as depositor,
                  and
                  Aurora Loan Services LLC, in its dual capacities as servicer and
                  master
                  servicer.

              


      

       

      
        	
                4.

              	
                Custodial
                  Agreement dated and effective as of June 1, 2007, by and between
                  Wells
                  Fargo Bank, N.A., as custodian, and Citibank, N.A., as trustee,
                  and
                  acknowledged by Structured Asset Securities Corporation, as depositor,
                  and
                  Aurora Loan Services LLC, in its dual capacities as servicer and
                  master
                  servicer.

              


      

       

      



      
        
          
          

        

        
          K-1

          
            

          

        

        
          
          

        

      


      EXHIBIT
        L-1

      


      FORM
        OF
        TRANSFER CERTIFICATE

      FOR
        TRANSFER FROM RESTRICTED GLOBAL SECURITY

      TO
        REGULATION S GLOBAL SECURITY

      (Transfers
        pursuant to § 3.03(h)(B)

                            
        of the
        Agreement)                            

       

      
        	 	
                Re:

              	
                Lehman
                  XS Trust 2007-11

              


      

      Mortgage
        Pass-Through Certificates Series 2007-11

       

      Reference
        is hereby made to the Trust Agreement (the “Agreement”) by and among Structured
        Asset Securities Corporation, as Depositor, Aurora Loan Services LLC, as
        Master
        Servicer, and Citibank, N.A., as Trustee, dated as of June 1, 2007. Capitalized
        terms used but not defined herein shall have the meanings given to them in
        the
        Agreement.

       

      This
        letter relates to U.S. $                            
        aggregate
        principal amount of Securities which are held in the form of a Restricted
        Global
        Security with DTC in the name of [name of transferor]                                                       
        (the
“Transferor”) to effect the transfer of the Securities in exchange for an
        equivalent beneficial interest in a Regulation S Global Security.

       

      In
        connection with such request, the Transferor does hereby certify that such
        transfer has been effected in accordance with the transfer restrictions set
        forth in the Agreement and the Securities and in accordance with Rule 904
        of
        Regulation S, and that:

       

      a. the
        offer
        of the Securities was not made to a person in the United States; 

       

      b. at
        the
        time the buy order was originated, the transferee was outside the United
        States
        or the Transferor and any person acting on its behalf reasonably believed
        that
        the transferee was outside the United States;

       

      c. no
        directed selling efforts have been made in contravention of the requirements
        of
        Rule 903 or 904 of Regulation S, as applicable;

       

      d. the
        transaction is not part of a plan or scheme to evade the registration
        requirements of the United States Securities Act of 1933, as amended;
        and

       

      e.
        the
        transferee is not a U.S. person (as defined in Regulation S).

       


      
        
          
          

        

        
          L-1-1

          
            

          

        

        
          
          

        

      


      You
        are
        entitled to rely upon this letter and are irrevocably authorized to produce
        this
        letter or a copy hereof to any interested party in any administrative or
        legal
        proceedings or official inquiry with respect to the matters covered hereby.
        Terms used in this certificate have the meanings set forth in Regulation
        S.

       

      


      


      


      _______________________________


      [Name
        of
        Transferor]

      


      


      By: 
        ________________________________
Name:
Title:

       

      Date:______________________,
        ______

      


      


      


      



      
        
          
          

        

        
          L-1-2

          
            

          

        

        
          
          

        

      


      EXHIBIT
        L-2

      


      FORM
        OF
        TRANSFER CERTIFICATE FOR TRANSFER 

      FROM
        REGULATION S GLOBAL SECURITY

      TO
        RESTRICTED GLOBAL SECURITY

      (Transfers
        pursuant to § 3.03(h)(C)

                                of
        the
        Agreement)                          

       

      
        	 	
                Re:

              	
                Lehman
                  XS Trust 2007-11

              


      

      Mortgage
        Pass-Through Certificates Series 2007-11

       

      Reference
        is hereby made to the Trust Agreement (the “Agreement”) by and among Structured
        Asset Securities Corporation, as Depositor, Aurora Loan Services LLC, as
        Master
        Servicer, and Citibank, N.A., as Trustee, dated as of June 1, 2007. Capitalized
        terms used but not defined herein shall have the meanings given to them in
        the
        Agreement.

       

      This
        letter relates to U.S. $                            
        aggregate
        principal amount of Securities which are held in the form of a Regulations
        S
        Global Security in the name of [name of transferor]                                                       
        (the
        “Transferor”) to effect the transfer of the Securities in exchange for an
        equivalent beneficial interest in a Restricted Global Security.

       

      In
        connection with such request, and in respect of such Securities, the Transferor
        does hereby certify that such Securities are being transferred in accordance
        with (i) the transfer restrictions set forth in the Agreement and the Securities
        and (ii) Rule 144A under the United States Securities Act of 1933, as amended,
        to a transferee that the Transferor reasonably believes is purchasing the
        Securities for its own account or an account with respect to which the
        transferee exercises sole investment discretion, the transferee and any such
        account is a qualified institutional buyer within the meaning of Rule 144A,
        in a
        transaction meeting the requirements of Rule 144A and in accordance with
        any
        applicable securities laws of any state of the United States or any other
        jurisdiction.

       

                                                                  
        

      [Name
        of
        Transferor]

      


      By: 
                                                                

      Name:

      Title:

       

      Date:
        _______________________,
        __________

       


      
        
          
          

        

        
          L-2-1

          
            

          

        

        
          
          

        

      


      EXHIBIT
        M

      FORM
        OF BACK-UP CERTIFICATION TO BE PROVIDED TO

      THE
        DEPOSITOR AND/OR THE MASTER SERVICER BY THE TRUSTEE

      


      Structured
        Asset Securities Corporation

      745
        Seventh Avenue, 7th Floor

      New
        York,
        New York 10019

      Attention:
        Mortgage Finance, LXS 2007-11

      


      Aurora
        Loan Services LLC

      10350
        Park Meadows Drive

      Littleton,
        Colorado 80124

      


      
        	
                Re:

              	
                Lehman
                  XS Trust

              


      

      Mortgage
        Pass-Through Certificates, Series 2007-11

      


      Reference
        is made to the Trust
        Agreement dated as of June 1, 2007 (the “Trust Agreement”), by and among
        Citibank, N.A., (the “Trustee”), Aurora Loan Services LLC, as master servicer
        (the “Master Servicer”), and Structured Asset Securities Corporation, as
        depositor (the “Depositor”). The Trustee
        hereby certifies to the Depositor and the Master Servicer, and their respective
        officers, directors and affiliates, and with the knowledge and intent that
        they
        will rely upon this certification, that:

      


      
        	 	
                (i)
                  

              	
                The
                  Trustee has reviewed the annual report on Form 10-K for the fiscal
                  year [
                  ], and all reports on Form 10-D containing distribution reports
                  filed in
                  respect of periods included in the year covered by that annual
                  report,
                  relating to the above-referenced
                  trust;

              


      

      


      
        	 	
                (ii)
                  

              	
                Based
                  solely upon the information provided to us pursuant to Sections
                  6.20(d)
                  and 6.20(e) and the information provided by us pursuant to Sections
                  6.20(d) and 6.20(e), the information set forth in the reports referenced
                  in (i) above does not contain any untrue statement of material
                  fact;
                  and

              


      

      


      
        	 	
                (iii)
                  

              	
                Based
                  on my knowledge, the distribution information required to be provided
                  by
                  the Trustee under the Trust Agreement, together with the information
                  specific to and required to be provided by the Trustee pursuant
                  to
                  Sections 6.20(d) and 6.20(e) is included in these
                  reports.

              


      

      


      


      


      Date:

      


      Citibank,
        N.A., as Trustee

      


      


      By: ____________________________

      Name: __________________________

      Title: ___________________________
 
        ___________________________

      



      
        
          
          

        

        
          M-1

          
            

          

        

        
          
          

        

      


      EXHIBIT
        N-1

      SWAP
        AGREEMENT

      


      SCHEDULE
        A to
        the
        Confirmation dated as of June 29, 2007,

      Re:
        Reference Number 1612070

      Amortization
        Schedule, subject
        to adjustment in accordance with the Modified Following Business Day
        Convention

      


      
        	
                Period
                  Date from 

                and
                  Including

              	
                Period
                  Date to and 

                Excluding:

              	
                Notional
                  

                Amount
                  (USD)

              	
                Fixed
                  Rate

              
	
                7/25/2007

              	
                8/27/2007

              	
                439,811,607

              	
                5.434

              
	
                8/27/2007

              	
                9/25/2007

              	
                424,221,592

              	
                5.450

              
	
                9/25/2007

              	
                10/25/2007

              	
                409,183,698

              	
                5.435

              
	
                10/25/2007

              	
                11/26/2007

              	
                394,678,387

              	
                5.423

              
	
                11/26/2007

              	
                12/26/2007

              	
                380,686,812

              	
                5.413

              
	
                12/26/2007

              	
                1/25/2008

              	
                367,190,790

              	
                5.411

              
	
                1/25/2008

              	
                2/25/2008

              	
                354,069,064

              	
                5.398

              
	
                2/25/2008

              	
                3/25/2008

              	
                341,515,813

              	
                5.386

              
	
                3/25/2008

              	
                4/25/2008

              	
                329,407,211

              	
                5.363

              
	
                4/25/2008

              	
                5/27/2008

              	
                317,727,520

              	
                5.348

              
	
                5/27/2008

              	
                6/25/2008

              	
                306,461,559

              	
                5.333

              
	
                6/25/2008

              	
                7/25/2008

              	
                272,856,632

              	
                5.314

              
	
                7/25/2008

              	
                8/25/2008

              	
                261,431,384

              	
                5.308

              
	
                8/25/2008

              	
                9/25/2008

              	
                250,484,214

              	
                5.302

              
	
                9/25/2008

              	
                10/27/2008

              	
                239,995,129

              	
                5.309

              
	
                10/27/2008

              	
                11/25/2008

              	
                229,944,973

              	
                5.312

              
	
                11/25/2008

              	
                12/26/2008

              	
                220,315,388

              	
                5.316

              
	
                12/26/2008

              	
                1/26/2009

              	
                210,744,514

              	
                5.321

              
	
                1/26/2009

              	
                2/25/2009

              	
                201,918,558

              	
                5.327

              
	
                2/25/2009

              	
                3/25/2009

              	
                193,041,965

              	
                5.332

              
	
                3/25/2009

              	
                4/27/2009

              	
                184,957,012

              	
                5.337

              
	
                4/27/2009

              	
                5/26/2009

              	
                177,166,453

              	
                5.346

              
	
                5/26/2009

              	
                6/25/2009

              	
                169,511,491

              	
                5.355

              
	
                6/25/2009

              	
                7/27/2009

              	
                136,470,641

              	
                5.368

              
	
                7/27/2009

              	
                8/25/2009

              	
                129,809,593

              	
                5.379

              
	
                8/25/2009

              	
                9/25/2009

              	
                123,473,493

              	
                5.389

              
	
                9/25/2009

              	
                10/26/2009

              	
                117,385,150

              	
                5.400

              
	
                10/26/2009

              	
                11/25/2009

              	
                111,531,152

              	
                5.411

              
	
                11/25/2009

              	
                12/28/2009

              	
                105,996,882

              	
                5.421

              
	
                12/28/2009

              	
                1/25/2010

              	
                100,792,593

              	
                5.432

              
	
                1/25/2010

              	
                2/25/2010

              	
                95,475,807

              	
                5.442

              
	
                2/25/2010

              	
                3/25/2010

              	
                90,741,546

              	
                5.452

              
	
                3/25/2010

              	
                4/26/2010

              	
                85,952,229

              	
                5.462

              
	
                4/26/2010

              	
                5/25/2010

              	
                81,568,442

              	
                5.472

              
	
                5/25/2010

              	
                6/25/2010

              	
                77,463,305

              	
                5.482

              
	
                6/25/2010

              	
                7/26/2010

              	
                73,598,779

              	
                5.493

              
	
                7/26/2010

              	
                8/25/2010

              	
                70,005,093

              	
                5.506

              
	
                8/25/2010

              	
                9/27/2010

              	
                66,586,778

              	
                5.519

              
	
                9/27/2010

              	
                10/25/2010

              	
                63,335,279

              	
                5.530

              
	
                10/25/2010

              	
                11/26/2010

              	
                60,242,461

              	
                5.540

              
	
                11/26/2010

              	
                12/27/2010

              	
                57,300,583

              	
                5.550

              
	
                12/27/2010

              	
                1/25/2011

              	
                54,502,282

              	
                5.558

              
	
                1/25/2011

              	
                2/25/2011

              	
                51,840,555

              	
                5.566

              
	
                2/25/2011

              	
                3/25/2011

              	
                49,308,741

              	
                5.572

              
	
                3/25/2011

              	
                4/25/2011

              	
                46,900,501

              	
                5.578

              


      


      
        
          
          

        

        
          N-1-1

          
            

          

        

        
          
          

        

      


      


      
        	
                Period
                  Date from 

                and
                  Including

              	
                Period
                  Date to and 

                Excluding:

              	
                Notional
                  

                Amount
                  (USD)

              	
                Fixed
                  Rate

              
	
                4/25/2011

              	
                5/25/2011

              	
                44,609,807

              	
                5.583

              
	
                5/25/2011

              	
                6/27/2011

              	
                42,384,637

              	
                5.587

              
	
                6/27/2011

              	
                7/25/2011

              	
                40,314,361

              	
                5.592

              
	
                7/25/2011

              	
                8/25/2011

              	
                38,345,145

              	
                5.599

              
	
                8/25/2011

              	
                9/26/2011

              	
                36,472,058

              	
                5.606

              
	
                9/26/2011

              	
                10/25/2011

              	
                34,508,052

              	
                5.613

              
	
                10/25/2011

              	
                11/25/2011

              	
                32,775,030

              	
                5.619

              
	
                11/25/2011

              	
                12/27/2011

              	
                31,173,818

              	
                5.626

              
	
                12/27/2011

              	
                1/25/2012

              	
                29,632,006

              	
                5.633

              
	
                1/25/2012

              	
                2/27/2012

              	
                28,184,243

              	
                5.640

              
	
                2/27/2012

              	
                3/26/2012

              	
                26,792,489

              	
                5.647

              
	
                3/26/2012

              	
                4/25/2012

              	
                25,107,481

              	
                5.654

              
	
                4/25/2012

              	
                5/25/2012

              	
                20,738,679

              	
                5.661

              
	
                5/25/2012

              	
                6/25/2012

              	
                10,988,575

              	
                5.668

              
	
                06/25/2012

              	
                Thereafter

              	
                0

              	
                0.000

              


      

      



      
        
          
          

        

        
          N-1-2

          
            

          

        

        
          
          

        

      


      EXHIBIT
        N-2

      CAP
        AGREEMENT

      


      SCHEDULE
        A to
        the
        Confirmation dated as of June 29, 2007,

      Re:
        Reference Number 1612075

      Amortization
        Schedule, subject
        to adjustment in accordance with the Modified Following Business Day
        Convention

      


      
        	
                Period
                  Date from 

                and
                  Including

              	
                Period
                  Date to and 

                Excluding:

              	
                Notional
                  Amount 

                (USD)

              
	
                6/25/2008

              	
                7/25/2008

              	
                22,738,053

              
	
                7/25/2008

              	
                8/25/2008

              	
                23,681,387

              
	
                8/25/2008

              	
                9/25/2008

              	
                24,517,975

              
	
                9/25/2008

              	
                10/27/2008

              	
                25,254,668

              
	
                10/27/2008

              	
                11/25/2008

              	
                25,897,942

              
	
                11/25/2008

              	
                12/26/2008

              	
                26,453,923

              
	
                12/26/2008

              	
                1/26/2009

              	
                26,884,484

              
	
                1/26/2009

              	
                2/25/2009

              	
                27,282,299

              
	
                2/25/2009

              	
                3/25/2009

              	
                27,549,433

              
	
                3/25/2009

              	
                4/27/2009

              	
                27,810,094

              
	
                4/27/2009

              	
                5/26/2009

              	
                28,002,678

              
	
                5/26/2009

              	
                6/25/2009

              	
                28,106,516

              
	
                6/25/2009

              	
                7/27/2009

              	
                54,137,114

              
	
                7/27/2009

              	
                8/25/2009

              	
                54,036,333

              
	
                8/25/2009

              	
                9/25/2009

              	
                53,850,232

              
	
                9/25/2009

              	
                10/26/2009

              	
                53,558,180

              
	
                10/26/2009

              	
                11/25/2009

              	
                53,164,100

              
	
                11/25/2009

              	
                12/28/2009

              	
                52,720,273

              
	
                12/28/2009

              	
                1/25/2010

              	
                52,247,523

              
	
                1/25/2010

              	
                2/25/2010

              	
                51,423,796

              
	
                2/25/2010

              	
                3/25/2010

              	
                50,193,816

              
	
                3/25/2010

              	
                4/26/2010

              	
                49,194,617

              
	
                4/26/2010

              	
                5/25/2010

              	
                47,960,438

              
	
                5/25/2010

              	
                6/25/2010

              	
                46,613,141

              
	
                6/25/2010

              	
                7/26/2010

              	
                45,185,913

              
	
                7/26/2010

              	
                8/25/2010

              	
                47,167,901

              
	
                8/25/2010

              	
                9/27/2010

              	
                46,427,101

              
	
                9/27/2010

              	
                10/25/2010

              	
                45,666,944

              
	
                10/25/2010

              	
                11/26/2010

              	
                44,890,346

              
	
                11/26/2010

              	
                12/27/2010

              	
                44,100,008

              
	
                12/27/2010

              	
                1/25/2011

              	
                43,298,431

              
	
                1/25/2011

              	
                2/25/2011

              	
                42,487,932

              
	
                2/25/2011

              	
                3/25/2011

              	
                41,670,650

              
	
                3/25/2011

              	
                4/25/2011

              	
                40,848,561

              
	
                4/25/2011

              	
                5/25/2011

              	
                40,023,485

              
	
                5/25/2011

              	
                6/27/2011

              	
                39,154,338

              
	
                6/27/2011

              	
                7/25/2011

              	
                38,329,070

              
	
                7/25/2011

              	
                8/25/2011

              	
                37,505,442

              
	
                8/25/2011

              	
                9/26/2011

              	
                36,684,745

              
	
                9/26/2011

              	
                10/25/2011

              	
                35,679,611

              
	
                10/25/2011

              	
                11/25/2011

              	
                34,822,265

              
	
                11/25/2011

              	
                12/27/2011

              	
                34,022,356

              
	
                12/27/2011

              	
                1/25/2012

              	
                33,208,410

              
	
                1/25/2012

              	
                2/27/2012

              	
                32,423,801

              
	
                2/27/2012

              	
                3/26/2012

              	
                31,630,374

              


      

      



      
        
          
          

        

        
          N-2-1

          
            

          

        

        
          
          

        

      


      


      
        	
                Period
                  Date from 

                and
                  Including

              	
                Period
                  Date to and 

                Excluding:

              	
                Notional
                  Amount 

                (USD)

              
	
                3/26/2012

              	
                4/25/2012

              	
                30,408,602

              
	
                4/25/2012

              	
                5/25/2012

              	
                25,760,217

              
	
                5/25/2012

              	
                6/25/2012

              	
                13,994,669

              
	
                06/25/2012

              	
                Thereafter

              	
                0

              


      

      


      



      
        
          
          

        

        
          N-2-2

          
            

          

        

        
          
          

        

      

      

        EXHIBIT
          O

        


        FORM
          OF
          CERTIFICATION REGARDING SERVICING CRITERIA TO BE ADDRESSED IN REPORT ON
          ASSESSMENT OF COMPLIANCE

         

        


        Where
          there are multiple checks for criteria the attesting party will identify
          in
          their management assertion that they are attesting only to the portion
          of the
          distribution chain they are responsible for in the related transaction
          agreements. Capitalized terms used herein but not defined herein shall
          have the
          meanings assigned to them in the Trust Agreement dated as of June 1, 2007
          (the
“Agreement”), by and among Citibank, N.A. (the “Trustee”), Aurora Loan Services
          LLC, as master servicer (the “Master Servicer”), and Structured Asset Securities
          Corporation, as depositor (the “Depositor”) with respect to Lehman XS Trust
          Mortgage Pass-Through Certificates, Series 2007-11. 

        


        
          	
                  Regulation
                    AB 

                  Reference

                	
                  Servicing
                    Criteria

                	
                  Paying
                    

                  Agent

                  (including
                    

                  the
                    Trustee 

                  if
                    acting as 

                  Paying
                    

                  Agent)

                	
                  Trustee

                	
                  Master
                    Servicer

                
	 	
                  General Servicing
                     Considerations

                	 	 	 
	
                  1122(d)(1)(i)

                	
                  Policies
                    and procedures are instituted to monitor any performance or other
                    triggers
                    and events of default in accordance with the transaction
                    agreements.

                	 	 	
                  X

                
	
                  1122(d)(1)(ii)

                	
                  If
                    any material servicing activities are outsourced to third parties,
                    policies and procedures are instituted to monitor the third party’s
                    performance and compliance with such servicing activities.


                	
                  X

                	 	 
	
                  1122(d)(1)(iii)

                	
                  Any
                    requirements in the transaction agreements to maintain a back-up
                    servicer
                    for the mortgage loans are maintained. 

                	
                   

                	
                   

                	
                  X

                
	
                  1122(d)(1)(iv)

                	
                  A
                    fidelity bond and errors and omissions policy is in effect on
                    the party
                    participating in the servicing function throughout the reporting
                    period in
                    the amount of coverage required by and otherwise in accordance
                    with the
                    terms of the transaction agreements. 

                	 	 	
                  X

                
	 	
                  Cash Collection and Administration

                	 	 	 
	
                  1122(d)(2)(i)

                	
                  Payments
                    on mortgage loans are deposited into the appropriate custodial
                    bank
                    accounts and related bank clearing accounts no more than two
                    business days
                    following receipt, or such other number of days specified in
                    the
                    transaction agreements. 

                	
                  X

                	
                  X

                	
                  X

                
	
                  1122(d)(2)(ii)

                	
                  Disbursements
                    made via wire transfer on behalf of an obligor or to an investor
                    are made
                    only by authorized personnel. 

                	
                  X

                	 	
                  X

                


        

        



        
          
            
            

          

          
            O-1

            
              

            

          

          
            
            

          

        


        


        
          	
                  Regulation
                    AB 

                  Reference

                	
                  Servicing
                    Criteria

                	
                  Paying
                    

                  Agent

                  (including
                    

                  the
                    Trustee 

                  if
                    acting as 

                  Paying
                    

                  Agent)

                	
                  Trustee

                	
                  Master
                    Servicer

                
	
                  1122(d)(2)(iii)

                	
                  Advances
                    of funds or guarantees regarding collections, cash flows or distributions,
                    and any interest or other fees charged for such advances, are
                    made,
                    reviewed and approved as specified in the transaction agreements.
                    

                	 	 	
                  X

                
	
                  1122(d)(2)(iv)

                	
                  The
                    related accounts for the transaction, such as cash reserve accounts
                    or
                    accounts established as a form of over collateralization, are
                    separately
                    maintained (e.g., with respect to commingling of cash) as set
                    forth in the
                    transaction agreements. 

                	
                  X

                	
                  X

                	
                  X

                
	
                  1122(d)(2)(v)

                	
                  Each
                    custodial account is maintained at a federally insured depository
                    institution as set forth in the transaction agreements. For purposes
                    of
                    this criterion, “federally insured depository institution” with respect to
                    a foreign financial institution means a foreign financial institution
                    that
                    meets the requirements of Rule 13k-1(b)(1) of the Securities
                    Exchange Act.
                    

                	
                  X

                	 	
                  X

                
	
                  1122(d)(2)(vi)

                	
                  Unissued
                    checks are safeguarded so as to prevent unauthorized access.
                     

                	
                  X

                	 	
                  X

                
	
                  1122(d)(2)(vii)
                    

                	
                  Reconciliations
                    are prepared on a monthly basis for all asset-backed securities
                    related
                    bank accounts, including custodial accounts and related bank
                    clearing
                    accounts. These reconciliations are (A) mathematically accurate;
                    (B)
                    prepared within 30 calendar days after the bank statement cutoff
                    date, or
                    such other number of days specified in the transaction agreements;
                    (C)
                    reviewed and approved by someone other than the person who prepared
                    the
                    reconciliation; and (D) contain explanations for reconciling
                    items. These
                    reconciling items are resolved within 90 calendar days of their
                    original
                    identification, or such other number of days specified in the
                    transaction
                    agreements. 

                	
                  X

                	 	
                  X

                
	 	
                  Investor
                    Remittances and Reporting

                	 	 	 
	
                  1122(d)(3)(i)

                	
                  Reports
                    to investors, including those to be filed with the Commission,
                    are
                    maintained in accordance with the transaction agreements and
                    applicable
                    Commission requirements. Specifically, such reports (A) are prepared
                    in
                    accordance with timeframes and other terms set forth in the transaction
                    agreements; (B) provide information calculated in accordance
                    with the
                    terms specified in the transaction agreements; (C) are filed
                    with the
                    Commission as required by its rules and regulations; and (D)
                    agree with
                    investors’ or the trustee’s records as to the total unpaid principal
                    balance and number of mortgage loans serviced by the Servicer.
                    

                	 	
                  X

                	
                  X

                


        

        



        
          
            
            

          

          
            O-2

            
              

            

          

          
            
            

          

        


        


        
          	
                  Regulation
                    AB 

                  Reference

                	
                  Servicing
                    Criteria

                	
                  Paying
                    

                  Agent

                  (including
                    

                  the
                    Trustee 

                  if
                    acting as 

                  Paying
                    

                  Agent)

                	
                  Trustee

                	
                  Master
                    Servicer

                
	
                  1122(d)(3)(ii)

                	
                  Amounts
                    due to investors are allocated and remitted in accordance with
                    timeframes,
                    distribution priority and other terms set forth in the transaction
                    agreements. 

                	
                  X

                	
                  X

                	
                  X

                
	
                  1122(d)(3)(iii)

                	
                  Disbursements
                    made to an investor are posted within two business days to the
                    Servicer’s
                    investor records, or such other number of days specified in the
                    transaction agreements. 

                	
                  X

                	 	
                   X

                
	
                  1122(d)(3)(iv)

                	
                  Amounts
                    remitted to investors per the investor reports agree with cancelled
                    checks, or other form of payment, or custodial bank statements.
                    

                	
                  X

                	 	
                  X

                
	 	
                  Pool
                    Asset Administration

                	 	 	 
	
                  1122(d)(4)(i)
                    

                	
                  Collateral
                    or security on mortgage loans is maintained as required by the
                    transaction
                    agreements or related pool asset documents. 

                	
                   

                	 	 
	
                  1122(d)(4)(ii)

                	
                  Mortgage
                    loans and related documents are safeguarded as required by the
                    transaction
                    agreements 

                	
                   

                	 	 
	
                  1122(d)(4)(iii)

                	
                  Any
                    additions, removals or substitutions to the asset pool are made,
                    reviewed
                    and approved in accordance with any conditions or requirements
                    in the
                    transaction agreements. 

                	
                   

                	
                  X

                	 
	
                  1122(d)(4)(iv)

                	
                  Payments
                    on mortgage loans, including any payoffs, made in accordance
                    with the
                    related pool asset documents are posted to the Servicer’s obligor records
                    maintained no more than two business days after receipt, or such
                    other
                    number of days specified in the transaction agreements, and allocated
                    to
                    principal, interest or other items (e.g., escrow) in accordance
                    with the
                    related pool asset documents. 

                	 	 	 
	
                  1122(d)(4)(v)

                	
                  The
                    Servicer’s records regarding the mortgage loans agree with the Servicer’s
                    records with respect to an obligor’s unpaid principal balance.
                    

                	 	 	 
	
                  1122(d)(4)(vi)

                	
                  Changes
                    with respect to the terms or status of an obligor's mortgage
                    loans (e.g.,
                    loan modifications or re-agings) are made, reviewed and approved
                    by
                    authorized personnel in accordance with the transaction agreements
                    and
                    related pool asset documents. 

                	 	 	
                  X

                
	
                  1122(d)(4)(vii)

                	
                  Loss
                    mitigation or recovery actions (e.g., forbearance plans, modifications
                    and
                    deeds in lieu of foreclosure, foreclosures and repossessions,
                    as
                    applicable) are initiated, conducted and concluded in accordance
                    with the
                    timeframes or other requirements established by the transaction
                    agreements. 

                	 	 	
                  X

                


        

        



        
          
            
            

          

          
            O-3

            
              

            

          

          
            
            

          

        


        


        
          	
                  Regulation
                    AB 

                  Reference

                	
                  Servicing
                    Criteria

                	
                  Paying
                    

                  Agent

                  (including
                    

                  the
                    Trustee 

                  if
                    acting as 

                  Paying
                    

                  Agent)

                	
                  Trustee

                	
                  Master
                    Servicer

                
	
                  1122(d)(4)(viii)

                	
                  Records
                    documenting collection efforts are maintained during the period
                    a pool
                    asset is delinquent in accordance with the transaction agreements.
                    Such
                    records are maintained on at least a monthly basis, or such other
                    period
                    specified in the transaction agreements, and describe the entity’s
                    activities in monitoring delinquent mortgage loans including,
                    for example,
                    phone calls, letters and payment rescheduling plans in cases
                    where
                    delinquency is deemed temporary (e.g., illness or unemployment).
                    

                	 	 	 
	
                  1122(d)(4)(ix)

                	
                  Adjustments
                    to interest rates or rates of return for mortgage loans with
                    variable
                    rates are computed based on the related pool asset documents.
                    

                	 	 	 
	
                  1122(d)(4)(x)

                	
                  Regarding
                    any funds held in trust for an obligor (such as escrow accounts):
                    (A) such
                    funds are analyzed, in accordance with the obligor’s pool asset documents,
                    on at least an annual basis, or such other period specified in
                    the
                    transaction agreements; (B) interest on such funds is paid, or
                    credited,
                    to obligors in accordance with applicable pool asset documents
                    and state
                    laws; and (C) such funds are returned to the obligor within 30
                    calendar
                    days of full repayment of the related mortgage loans, or such
                    other number
                    of days specified in the transaction agreements. 

                	 	 	 
	
                  1122(d)(4)(xi)

                	
                  Payments
                    made on behalf of an obligor (such as tax or insurance payments)
                    are made
                    on or before the related penalty or expiration dates, as indicated
                    on the
                    appropriate bills or notices for such payments, provided that
                    such support
                    has been received by the servicer at least 30 calendar days prior
                    to these
                    dates, or such other number of days specified in the transaction
                    agreements. 

                	 	 	
                   

                
	
                  1122(d)(4)(xii)

                	
                  Any
                    late payment penalties in connection with any payment to be made
                    on behalf
                    of an obligor are paid from the Servicer’s funds and not charged to the
                    obligor, unless the late payment was due to the obligor’s error or
                    omission. 

                	 	 	
                   

                
	
                  1122(d)(4)(xiii)

                	
                  Disbursements
                    made on behalf of an obligor are posted within two business days
                    to the
                    obligor’s records maintained by the servicer, or such other number of
                    days
                    specified in the transaction agreements. 

                	 	 	
                   

                


        

        



        
          
            
            

          

          
            O-4

            
              

            

          

          
            
            

          

        


        


        
          	
                  Regulation
                    AB 

                  Reference

                	
                  Servicing
                    Criteria

                	
                  Paying
                    

                  Agent

                  (including
                    

                  the
                    Trustee 

                  if
                    acting as 

                  Paying
                    

                  Agent)

                	
                  Trustee

                	
                  Master
                    Servicer

                
	
                  1122(d)(4)(xiv)
                    

                	
                  Delinquencies,
                    charge-offs and uncollectible accounts are recognized and recorded
                    in
                    accordance with the transaction agreements. 

                	 	 	
                  X

                
	
                  1122(d)(4)(xv)

                	
                  Any
                    external enhancement or other support, identified in Item 1114(a)(1)
                    through (3) or Item 1115 of Regulation AB, is maintained as set
                    forth in
                    the transaction agreements. 

                	 	
                  X*

                	 


        

         

        _____________

         

        *Only
          with respect to Swap Agreement.

        


         


        
          
            
            

          

          
            O-5

            
              

            

          

          
            
            

          

        


        EXHIBIT
          P

        


        TRANSACTION
          PARTIES

         

        Sponsor
          and Seller: Lehman Brothers Holdings Inc.

        


        Depositor:
          Structured Asset Securities Corporation

        


        Trustee:
          Citibank, N.A.

        


        Securities
          Administrator: None

        


        Master
          Servicer: Aurora Loan Services LLC

        


        Swap
          Counterparty: Swiss Re Financial Products Corporation

        


        Cap
          Counterparty: Swiss Re Financial Products Corporation

        


        Servicer(s):
          Aurora Loan Services LLC

        


        Originator(s):
          Lehman Brothers Bank, FSB

        


        Custodian(s):
          U.S. Bank National Association, LaSalle Bank National Association, Deutsche
          Bank
          National Trust Company and Wells Fargo Bank, N.A.

        


        


        


      


      
        
          
          

        

        
          P-1

          
            

          

        

        
          
          

        

      


      EXHIBIT
        Q

      


      Additional
        Form 10-D Disclosure


      


      
        	
                ADDITIONAL
                  FORM 10-D DISCLOSURE

              
	
                Item
                  on Form 10-D

              	
                Party
                  Responsible 

              
	
                Item
                  1: Distribution and Pool Performance Information

                 

              	 
	
                Information
                  included in the Monthly Statement

              	
                Master
                  Servicer

                Servicer

                Trustee
                  (but only to the extent set forth in the Trust
                  Agreement)

              
	
                Any
                  information required by 1121 which is NOT included on the Monthly
                  Statement

              	
                Depositor

              
	
                Item
                  2: Legal Proceedings

                 

                Any
                  legal proceeding pending against the following entities or their
                  respective property, that is material to Certificateholders, including
                  any
                  proceeding known to be contemplated by governmental
                  authorities:

              	 
	
                ▪
                  Issuing Entity (Trust Fund)

              	
                Master
                  Servicer and Depositor

              
	
                ▪
                  Sponsor (Seller)

              	
                Depositor

              
	
                ▪
                  Depositor

              	
                Depositor

              
	
                ▪
                  Trustee

              	
                Trustee

              
	
                ▪
                  Master Servicer

              	
                Master
                  Servicer

              
	
                ▪
                  Custodian

              	
                Custodian

              
	
                ▪
                  1110(b) Originator

              	
                Depositor

              
	
                ▪
                  Any 1108(a)(2) Servicer (other than the Master Servicer or Securities
                  Administrator)

              	
                Servicer

              
	
                ▪
                  Any other party contemplated by 1100(d)(1)

              	
                Depositor

              
	
                Item
                  3: Sale of Securities and Use of Proceeds

                Information
                  from Item 2(a) of Part II of Form 10-Q:

                 

                With
                  respect to any sale of securities by the sponsor, depositor or
                  issuing
                  entity, that are backed by the same asset pool or are otherwise
                  issued by
                  the issuing entity, whether or not registered, provide the sales
                  and use
                  of proceeds information in Item 701 of Regulation S-K. Pricing
                  information
                  can be omitted if securities were not registered.

              	
                Depositor

              
	
                 

                Item
                  4: Defaults Upon Senior Securities

                 

                Information
                  from Item 3 of Part II of Form 10-Q:

                 

                Report
                  the occurrence of any Event of Default (after expiration of any
                  grace
                  period and provision of any required notice)

              	
                 

                Trustee

              


      

      



      
        
          
          

        

        
          Q-1

          
            

          

        

        
          
          

        

      


      


      
        	
                ADDITIONAL
                  FORM 10-D DISCLOSURE

              
	
                Item
                  on Form 10-D

              	
                Party
                  Responsible 

              
	
                Item
                  5: Submission of Matters to a Vote of Security
                  Holders

                 

                Information
                  from Item 4 of Part II of Form 10-Q

              	
                
                  Depositor

                

              
	
                Item
                  6: Significant Obligors of Pool Assets

                 

                Item
                  1112(b) - Significant
                  Obligor Financial Information*

              	
                
                  Depositor

                

              
	
                *This
                  information need only be reported on the Form 10-D for the distribution
                  period in which updated information is required pursuant to the
                  Item.

              	 
	
                Item
                  7: Significant Enhancement Provider Information

                 

              	
                Depositor

              
	
                Item
                  8: Other Information

                 

                Disclose
                  any information required to be reported on Form 8-K during the
                  period
                  covered by the Form 10-D but not reported

              	
                 

                 

                 

                Any
                  party responsible for the applicable Form 8-K Disclosure
                  item

              
	
                Item
                  9: Exhibits

              	 
	
                Monthly
                  Statement to Certificateholders

              	
                Trustee

              
	
                Exhibits
                  required by Item 601 of Regulation S-K, such as material
                  agreements

              	
                Depositor

              


      

      



      
        
          
          

        

        
          Q-2

          
            

          

        

        
          
          

        

      


      EXHIBIT
        R

      


      Additional
        Form 10-K Disclosure

      


      


      
        	
                ADDITIONAL
                  FORM 10-K DISCLOSURE

              
	
                Item
                  on Form 10-K

              	
                Party
                  Responsible 

              
	
                Item
                  1B: Unresolved Staff Comments

                 

              	
                Depositor

              
	
                Item
                  9B: Other Information

                Disclose
                  any information required to be reported on Form 8-K during the
                  fourth
                  quarter covered by the Form 10-K but not reported

              	
                Any
                  party responsible for disclosure items on Form 8-K

              
	
                Item
                  15: Exhibits, Financial Statement Schedules

              	
                Depositor

              
	
                Regulation
                  AB Item 1112(b): Significant Obligors of Pool
                  Assets

              	 
	
                Significant
                  Obligor Financial Information*

              	
                Depositor

              
	
                *This
                  information need only be reported on the Form 10-K if updated information
                  is required pursuant to the Item.

              	 
	
                Regulation
                  AB Item 1114(b)(2): Credit Enhancement Provider Financial
                  Information

              	 
	
                ▪
                  Determining applicable disclosure threshold

              	
                Depositor

              
	
                ▪
                  Requesting required financial information (including any required
                  accountants’ consent to the use thereof) or effecting incorporation by
                  reference

              	
                Depositor

              
	
                *This
                  information need only be reported on the Form 10-K if updated information
                  is required pursuant to the Item.

              	
                Depositor

              
	
                Regulation
                  AB Item 1115(b): Derivative Counterparty Financial
                  Information

              	 
	
                ▪
                  Determining current maximum probable exposure

              	
                Depositor

              
	
                ▪
                  Determining current significance percentage

              	
                Depositor

              
	
                ▪
                  Requesting required financial information (including any required
                  accountants’ consent to the use thereof) or effecting incorporation by
                  reference

              	
                Depositor

              
	
                *This
                  information need only be reported on the Form 10-K if updated information
                  is required pursuant to the Item.

              	 
	
                Regulation
                  AB Item 1117: Legal Proceedings

                 

                Any
                  legal proceeding pending against the following entities or their
                  respective property, that is material to Certificateholders, including
                  any
                  proceeding known to be contemplated by governmental
                  authorities:

              	 


      

      



      
        
          
          

        

        
          R-1

          
            

          

        

        
          
          

        

      


      


      
        	
                ADDITIONAL
                  FORM 10-K DISCLOSURE

              
	
                Item
                  on Form 10-K

              	
                Party
                  Responsible 

              
	
                ▪
                  Issuing Entity (Trust Fund)

              	
                Trustee,
                  Master Servicer and Depositor

              
	
                ▪
                  Sponsor (Seller)

              	
                Depositor

              
	
                ▪
                  Depositor

              	
                Depositor

              
	
                ▪
                  Trustee

              	
                Trustee

              
	
                ▪
                  Master Servicer

              	
                Master
                  Servicer

              
	
                ▪
                  Custodian

              	
                Custodian

              
	
                ▪
                  1110(b) Originator

              	
                Depositor

              
	
                ▪
                  Any 1108(a)(2) Servicer (other than the Master Servicer or Securities
                  Administrator)

              	
                Servicer

              
	
                ▪
                  Any other party contemplated by 1100(d)(1)

              	
                Depositor

              
	
                Regulation
                  AB Item 1119: Affiliations and Relationships

              	 
	
                Whether
                  (a) the Sponsor (Seller), Depositor or Issuing Entity is an affiliate
                  of
                  the following parties, and (b) to the extent known and material,
                  any of
                  the following parties are affiliated with one another:

              	
                Depositor
                  as to (a) 

                Sponsor/Seller
                  as to (a)

              
	
                ▪
                  Master Servicer

              	
                Master
                  Servicer 

              
	
                ▪
                  Trustee

              	
                Trustee

              
	
                ▪
                  Any other 1108(a)(3) servicer

              	
                Servicer

              
	
                ▪
                  Any 1110 Originator

              	
                Depositor/Sponsor

              
	
                ▪
                  Any 1112(b) Significant Obligor

              	
                Depositor/Sponsor

              
	
                ▪
                  Any 1114 Credit Enhancement Provider

              	
                Depositor/Sponsor

              
	
                ▪
                  Any 1115 Derivate Counterparty Provider

              	
                Depositor/Sponsor

              
	
                ▪
                  Any other 1101(d)(1) material party

              	
                Depositor/Sponsor

              
	
                Whether
                  there are any “outside the ordinary course business arrangements” other
                  than would be obtained in an arm’s length transaction between (a) the
                  Sponsor (Seller), Depositor or Issuing Entity on the one hand,
                  and (b) any
                  of the following parties (or their affiliates) on the other hand,
                  that
                  exist currently or within the past two years and that are material
                  to a
                  Certificateholder’s understanding of the Certificates:

              	
                Depositor
                  as to (a) 

                Sponsor/Seller
                  as to (a)

              
	
                ▪
                  Master Servicer

              	
                Master
                  Servicer 

              
	
                ▪
                  Trustee

              	
                Trustee

              
	
                ▪
                  Any other 1108(a)(3) servicer

              	
                Servicer

              
	
                ▪
                  Any 1110 Originator

              	
                Depositor/Sponsor

              
	
                ▪
                  Any 1112(b) Significant Obligor

              	
                Depositor/Sponsor

              
	
                ▪
                  Any 1114 Credit Enhancement Provider

              	
                Depositor/Sponsor

              


      

      



      
        
          
          

        

        
          R-2

          
            

          

        

        
          
          

        

      


      


      
        	
                ADDITIONAL
                  FORM 10-K DISCLOSURE

              
	
                Item
                  on Form 10-K

              	
                Party
                  Responsible 

              
	
                ▪
                  Any 1115 Derivate Counterparty Provider

              	
                Depositor/Sponsor

              
	
                ▪
                  Any other 1101(d)(1) material party

              	
                Depositor/Sponsor

              
	
                Whether
                  there are any specific relationships involving the transaction
                  or the pool
                  assets between (a) the Sponsor (Seller), Depositor or Issuing Entity
                  on
                  the one hand, and (b) any of the following parties (or their affiliates)
                  on the other hand, that exist currently or within the past two
                  years and
                  that are material:

              	
                Depositor
                  as to (a) 

                Sponsor/Seller
                  as to (a)

              
	
                ▪
                  Master Servicer

              	
                Master
                  Servicer 

              
	
                ▪
                  Trustee

              	
                Trustee

              
	
                ▪
                  Any other 1108(a)(3) servicer

              	
                Servicer

              
	
                ▪
                  Any 1110 Originator

              	
                Depositor/Sponsor

              
	
                ▪
                  Any 1112(b) Significant Obligor

              	
                Depositor/Sponsor

              
	
                ▪
                  Any 1114 Credit Enhancement Provider

              	
                Depositor/Sponsor

              
	
                ▪
                  Any 1115 Derivate Counterparty Provider

              	
                Depositor/Sponsor

              
	
                ▪
                  Any other 1101(d)(1) material party

              	
                Depositor/Sponsor

              


      

      



      
        
          
          

        

        
          R-3

          
            

          

        

        
          
          

        

      


      EXHIBIT
        S

      


      Form
        8-K
        Disclosure Information

      


      


      
        	
                FORM
                  8-K DISCLOSURE INFORMATION

              
	
                Item
                  on Form 8-K

              	
                Party
                  Responsible 

              
	
                Item
                  1.01- Entry into a Material Definitive Agreement

                 

                Disclosure
                  is required regarding entry into or amendment of any definitive
                  agreement
                  that is material to the securitization, even if depositor is not
                  a party.
                  

                 

                Examples:
                  servicing agreement, custodial agreement.

                 

                Note:
                  disclosure not required as to definitive agreements that are fully
                  disclosed in the prospectus

              	
                All
                  parties

              
	
                Item
                  1.02- Termination of a Material Definitive Agreement

                 

                Disclosure
                  is required regarding termination of any definitive agreement that
                  is
                  material to the securitization (other than expiration in accordance
                  with
                  its terms), even if depositor is not a party. 

                 

                Examples:
                  servicing agreement, custodial agreement.

              	
                All
                  parties

              
	
                Item
                  1.03- Bankruptcy or Receivership

                 

                Disclosure
                  is required regarding the bankruptcy or receivership, with respect
                  to any
                  of the following: 

              	
                Depositor

              
	
                ▪
                  Sponsor (Seller)

              	
                Depositor/Sponsor
                  (Seller)

              
	
                ▪
                  Depositor

              	
                Depositor

              
	
                ▪
                  Master Servicer

              	
                Master
                  Servicer

              
	
                ▪
                  Affiliated Servicer

              	
                Servicer

              
	
                ▪
                  Other Servicer servicing 20% or more of the pool assets at the
                  time of the
                  report

              	
                Servicer

              
	
                ▪
                  Other material servicers

              	
                Servicer

              
	
                ▪
                  Trustee

              	
                Trustee

              
	
                ▪
                  Significant Obligor

              	
                Depositor

              
	
                ▪
                  Credit Enhancer (10% or more)

              	
                Depositor

              
	
                ▪
                  Derivative Counterparty

              	
                Depositor

              


      

      



      
        
          
          

        

        
          S-1

          
            

          

        

        
          
          

        

      


      


      
        	
                FORM
                  8-K DISCLOSURE INFORMATION

              
	
                Item
                  on Form 8-K

              	
                Party
                  Responsible 

              
	
                ▪
                  Custodian

              	
                Custodian

              
	
                Item
                  2.04- Triggering Events that Accelerate or Increase a Direct Financial
                  Obligation or an Obligation under an Off-Balance Sheet
                  Arrangement

                 

                Includes
                  an early amortization, performance trigger or other event, including
                  event
                  of default, that would materially alter the payment priority/distribution
                  of cash flows/amortization schedule.

                 

                Disclosure
                  will be made of events other than waterfall triggers which are
                  disclosed
                  in the monthly statements to the certificateholders.

              	
                Depositor

                Master
                  Servicer

                 

              
	
                Item
                  3.03- Material Modification to Rights of Security
                  Holders

                 

                Disclosure
                  is required of any material modification to documents defining
                  the rights
                  of Certificateholders, including the Pooling and Servicing
                  Agreement.

              	
                Depositor

              
	
                Item
                  5.03- Amendments of Articles of Incorporation or Bylaws; Change
                  of Fiscal
                  Year

                Disclosure
                  is required of any amendment “to the governing documents of the issuing
                  entity”.

              	
                Depositor

              
	
                Item
                  6.01- ABS Informational and Computational
                  Material

              	
                Depositor

              
	
                Item
                  6.02- Change of Servicer or Securities Administrator

                 

                Requires
                  disclosure of any removal, replacement, substitution or addition
                  of any
                  master servicer, affiliated servicer, other servicer servicing
                  10% or more
                  of pool assets at time of report, other material servicers or
                  trustee.

              	
                Master
                  Servicer/Depositor/

                Servicer

              
	
                Regulation
                  AB disclosure about any new servicer or master servicer is also
                  required.

              	
                Servicer/Master
                  Servicer/Depositor

              
	
                Regulation
                  AB disclosure about any new Trustee is also required.

              	
                Successor Trustee

              
	
                Item
                  6.03- Change in Credit Enhancement or External
                  Support

                Covers
                  termination of any enhancement in manner other than by its terms,
                  the
                  addition of an enhancement, or a material change in the enhancement
                  provided. Applies to external credit enhancements as well as derivatives.
                  

              	
                Depositor

              


      

      



      
        
          
          

        

        
          S-2

          
            

          

        

        
          
          

        

      


      


      
        	
                FORM
                  8-K DISCLOSURE INFORMATION

              
	
                Item
                  on Form 8-K

              	
                Party
                  Responsible 

              
	
                Regulation
                  AB disclosure about any new enhancement provider is also
                  required.

              	
                Depositor

              
	
                Item
                  6.04- Failure to Make a Required Distribution

              	
                Trustee

              
	
                Item
                  6.05- Securities Act Updating Disclosure

                 

                If
                  any material pool characteristic differs by 5% or more at the time
                  of
                  issuance of the securities from the description in the final prospectus,
                  provide updated Regulation AB disclosure about the actual asset
                  pool.

              	
                Depositor

              
	
                If
                  there are any new servicers or originators required to be disclosed
                  under
                  Regulation AB as a result of the foregoing, provide the information
                  called
                  for in Items 1108 and 1110 respectively.

              	
                Depositor

              
	
                Item
                  7.01- Regulation FD Disclosure

              	
                All
                  parties

              
	
                Item
                  8.01- Other Events

                 

                Any
                  event, with respect to which information is not otherwise called
                  for in
                  Form 8-K, that the registrant deems of importance to
                  certificateholders.

              	
                Depositor

              
	
                Item
                  9.01- Financial Statements and Exhibits

              	
                Responsible
                  party for reporting/disclosing the financial statement or
                  exhibit

              


      

      


      


       


      
        
          
          

        

        
          S-3

          
            

          

        

        
          
          

        

      


      SCHEDULE
        A

      


      MORTGAGE
        LOAN SCHEDULE

      


      [On
        file
        with McKee Nelson LLP]

      


      


      



      
        
          
          

        

        
          Schedule
            A

          
            

          

        

        
          
          

        

      


      SCHEDULE
        B

      


      FIRST
        PAYMENT DEFAULT MORTGAGE LOAN SCHEDULE

      


      [On
        file
        with McKee Nelson LLP]

      



      
        
          
          

        

        
          Schedule
            B