EXECUTION
      COPY

     

     

     

    STRUCTURED
      ASSET SECURITIES CORPORATION,

    as
      Depositor,

     

    AURORA
      LOAN SERVICES LLC,

    as
      Master
      Servicer,

     

    and

     

    U.S.
      BANK
      NATIONAL ASSOCIATION,

    as
      Trustee


                    

     

    TRUST
      AGREEMENT

     

    Dated
      as
      of June 1, 2007

     

                    


     

     

    LEHMAN
      XS
      TRUST

     

    MORTGAGE
      PASS-THROUGH CERTIFICATES,

    
    

    SERIES
      2007-12N


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    
  


    TABLE
      OF CONTENTS

    


    Page 
      

    
      	 	 
	
              ARTICLE
                I.DEFINITIONS

            	
              26

            
	 	 	 
	
              Section
                1.01.

            	
              Definitions

            	
              26

            
	
              Section
                1.02.

            	
              Calculations
                Respecting Mortgage Loans

            	
              98

            
	
              Section
                1.03.

            	
              Calculations
                Respecting Accrued Interest

            	
              98

            
	
              Section
                1.04.

            	
              Rights
                of the NIMS Insurer

            	
              98

            
	 	 
	
              ARTICLE
                II.DECLARATION OF TRUST; ISSUANCE OF CERTIFICATES

            	
              98

            
	 	 	 
	
              Section
                2.01.

            	
              Creation
                and Declaration of Trust Fund; Conveyance of Mortgage
                Loans

            	
              98

            
	
              Section
                2.02.

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

            	
              102

            
	
              Section
                2.03.

            	
              Representations
                and Warranties of the Depositor

            	
              104

            
	
              Section
                2.04.

            	
              Discovery
                of Breach

            	
              106

            
	
              Section
                2.05.

            	
              Repurchase,
                Purchase or Substitution of Mortgage Loans

            	
              106

            
	
              Section
                2.06.

            	
              Grant
                Clause

            	
              108

            
	 	 
	
              ARTICLE
                III.THE CERTIFICATES

            	
              109

            
	 	 	 
	
              Section
                3.01.

            	
              The
                Certificates

            	
              109

            
	
              Section
                3.02.

            	
              Registration

            	
              110

            
	
              Section
                3.03.

            	
              Transfer
                and Exchange of Certificates

            	
              110

            
	
              Section
                3.04.

            	
              Cancellation
                of Certificates

            	
              117

            
	
              Section
                3.05.

            	
              Replacement
                of Certificates

            	
              117

            
	
              Section
                3.06.

            	
              Persons
                Deemed Owners

            	
              117

            
	
              Section
                3.07.

            	
              Temporary
                Certificates

            	
              117

            
	
              Section
                3.08.

            	
              Appointment
                of Paying Agent

            	
              118

            
	
              Section
                3.09.

            	
              Book
                Entry Certificates

            	
              119

            
	 	 
	
              ARTICLE
                IV.ADMINISTRATION OF THE TRUST FUND

            	
              120

            
	 	 	 
	
              Section
                4.01.

            	
              Collection
                Account

            	
              120

            
	
              Section
                4.02.

            	
              Application
                of Funds in the Collection Account

            	
              122

            
	
              Section
                4.03.

            	
              Reports
                to Certificateholders

            	
              125

            
	
              Section
                4.04.

            	
              The
                Certificate Account

            	
              129

            
	 	 
	
              ARTICLE
                V.DISTRIBUTIONS TO HOLDERS OF CERTIFICATES

            	
              131

            
	 	 	 
	
              Section
                5.01.

            	
              Distributions
                Generally

            	
              131

            


    


    
      
        
        

      

      
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      TABLE
        OF CONTENTS

      (continued)
 

      Page

       

    

    
      	
              Section
                5.02.

            	
              Distributions
                from the Certificate Account.

            	
              132

            
	
              Section
                5.03.

            	
              Allocation
                of Losses

            	
              156

            
	
              Section
                5.04.

            	
              Advances
                by Master Servicer, Aurora and Trustee

            	
              158

            
	
              Section
                5.05.

            	
              Compensating
                Interest Payments

            	
              159

            
	
              Section
                5.06.

            	
              Pool
                1 Basis Risk Reserve Fund, Pool 2 Basis Risk Reserve Fund and Pool
                3 Basis
                Risk Reserve Fund

            	
              159

            
	
              Section
                5.07.

            	
              Supplemental
                Interest Trusts

            	
              160

            
	
              Section
                5.08.

            	
              Rights
                of Swap Counterparty

            	
              161

            
	
              Section
                5.09.

            	
              Termination
                Receipts

            	
              162

            
	
              Section
                5.10.

            	
              Collateral
                Account

            	
              163

            
	
              Section
                5.11.

            	
              Class
                1-AP, Class 2-AP and Class 3-AP Reserve Funds

            	
              163

            
	
              Section
                5.12.

            	
              Class
                1-X Account, 2-X Component Account and 3-X Component
                Account

            	
              164

            
	 	 
	
              ARTICLE
                VI.CONCERNING THE TRUSTEE; EVENTS OF DEFAULT

            	
              165

            
	 	 	 
	
              Section
                6.01.

            	
              Duties
                of Trustee

            	
              165

            
	
              Section
                6.02.

            	
              Certain
                Matters Affecting the Trustee

            	
              168

            
	
              Section
                6.03.

            	
              Trustee
                Not Liable for Certificates

            	
              169

            
	
              Section
                6.04.

            	
              Trustee
                May Own Certificates

            	
              170

            
	
              Section
                6.05.

            	
              Eligibility
                Requirements for Trustee

            	
              170

            
	
              Section
                6.06.

            	
              Resignation
                and Removal of Trustee

            	
              170

            
	
              Section
                6.07.

            	
              Successor
                Trustee

            	
              171

            
	
              Section
                6.08.

            	
              Merger
                or Consolidation of Trustee

            	
              172

            
	
              Section
                6.09.

            	
              Appointment
                of Co-Trustee, Separate Trustee or Custodian

            	
              172

            
	
              Section
                6.10.

            	
              Authenticating
                Agents

            	
              174

            
	
              Section
                6.11.

            	
              Indemnification
                of Trustee

            	
              175

            
	
              Section
                6.12.

            	
              Fees
                and Expenses of Trustee and Custodian

            	
              176

            
	
              Section
                6.13.

            	
              Collection
                of Monies

            	
              176

            
	
              Section
                6.14.

            	
              Events
                of Default; Trustee To Act; Appointment of Successor

            	
              176

            
	
              Section
                6.15.

            	
              Additional
                Remedies of Trustee Upon Event of Default

            	
              181

            
	
              Section
                6.16.

            	
              Waiver
                of Defaults

            	
              181

            
	
              Section
                6.17.

            	
              Notification
                to Holders

            	
              181

            


    


    
      
        
        

      

      
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    TABLE
      OF CONTENTS

    (continued)
 

    Page

     

    
      	
              Section
                6.18.

            	
              Directions
                by Certificateholders and Duties of Trustee During Event of
                Default

            	
              182

            
	
              Section
                6.19.

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

            	
              182

            
	
              Section
                6.20.

            	
              Preparation
                of Tax Returns and Other Reports

            	
              182

            
	
              Section
                6.21.

            	
              Reporting
                Requirements of the Commission

            	
              189

            
	
              Section
                6.22.

            	
              Indemnification
                by the Trustee

            	
              189

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

            	
              190

            
	 	 	 
	
              Section
                7.01.

            	
              Purchase
                of Mortgage Loans; Termination of the Trust Fund Upon Purchase or
                Liquidation of Mortgage Loans

            	
              190

            
	
              Section
                7.02.

            	
              Procedure
                Upon Termination of Trust Fund

            	
              195

            
	
              Section
                7.03.

            	
              Additional
                Trust Fund Termination Requirements

            	
              196

            
	
              Section
                7.04.

            	
              Optional
                Purchase Right of NIMS Insurer

            	
              197

            
	
              Section
                7.05.

            	
              Grantor
                Trust Termination

            	
              198

            
	 	 
	
              ARTICLE
                VIII.RIGHTS OF CERTIFICATEHOLDERS

            	
              198

            
	 	 	 
	
              Section
                8.01.

            	
              Limitation
                on Rights of Holders

            	
              198

            
	
              Section
                8.02.

            	
              Access
                to List of Holders

            	
              199

            
	
              Section
                8.03.

            	
              Acts
                of Holders of Certificates

            	
              199

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

            	
              200

            
	 	 	 
	
              Section
                9.01.

            	
              Duties
                of the Master Servicer

            	
              200

            
	
              Section
                9.02.

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

            	
              200

            
	
              Section
                9.03.

            	
              Master
                Servicer’s Financial Statements and Related Information

            	
              201

            
	
              Section
                9.04.

            	
              Power
                to Act; Procedures

            	
              201

            
	
              Section
                9.05.

            	
              Enforcement
                of Servicers’ and Master Servicer’s Obligations

            	
              203

            
	
              Section
                9.06.

            	
              Collection
                of Taxes, Assessments and Similar Items

            	
              204

            
	
              Section
                9.07.

            	
              Termination
                of Servicing Agreements; Successor Servicers

            	
              205

            
	
              Section
                9.08.

            	
              Master
                Servicer Liable for Enforcement

            	
              206

            
	
              Section
                9.09.

            	
              No
                Contractual Relationship Between the Servicer, Any NIMS Insurer and
                Trustee or Depositor

            	
              206

            


    


    
      
        
        

      

      
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      TABLE
        OF CONTENTS

      (continued)
 

      Page

       

    

    
      	
              Section
                9.10.

            	
              Assumption
                of Servicing Agreement by the Trustee

            	
              206

            
	
              Section
                9.11.

            	
              Due-on-Sale
                Clauses; Assumption Agreements; Easements

            	
              207

            
	
              Section
                9.12.

            	
              Release
                of Mortgage Files

            	
              207

            
	
              Section
                9.13.

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

            	
              208

            
	
              Section
                9.14.

            	
              Representations
                and Warranties of the Master Servicer

            	
              210

            
	
              Section
                9.15.

            	
              Opinion

            	
              212

            
	
              Section
                9.16.

            	
              Standard
                Hazard and Flood Insurance Policies

            	
              212

            
	
              Section
                9.17.

            	
              Presentment
                of Claims and Collection of Proceeds

            	
              213

            
	
              Section
                9.18.

            	
              Maintenance
                of the Primary Mortgage Insurance Policies

            	
              213

            
	
              Section
                9.19.

            	
              Trustee
                To Retain Possession of Certain Insurance Policies and
                Documents

            	
              213

            
	
              Section
                9.20.

            	
              Realization
                Upon Defaulted Mortgage Loans

            	
              214

            
	
              Section
                9.21.

            	
              Compensation
                to the Master Servicer

            	
              215

            
	
              Section
                9.22.

            	
              REO
                Property

            	
              215

            
	
              Section
                9.23.

            	
              Notice
                to the Sponsor, the Depositor and the Trustee

            	
              216

            
	
              Section
                9.24.

            	
              Reports
                to the Trustee

            	
              216

            
	
              Section
                9.25.

            	
              Assessment
                of Compliance and Attestation Reports

            	
              217

            
	
              Section
                9.26.

            	
              Annual
                Statement of Compliance with Applicable Servicing Criteria

            	
              219

            
	
              Section
                9.27.

            	
              Merger
                or Consolidation

            	
              219

            
	
              Section
                9.28.

            	
              Resignation
                of Master Servicer

            	
              220

            
	
              Section
                9.29.

            	
              Assignment
                or Delegation of Duties by the Master Servicer

            	
              220

            
	
              Section
                9.30.

            	
              Limitation
                on Liability of the Master Servicer and Others

            	
              221

            
	
              Section
                9.31.

            	
              Indemnification;
                Third Party Claims

            	
              221

            
	
              Section
                9.32.

            	
              Special
                Servicing of Delinquent Mortgage Loans

            	
              222

            
	
              Section
                9.33.

            	
              Allocation
                to Related Mortgage Pool

            	
              222

            
	 	 
	
              ARTICLE
                X.REMIC ADMINISTRATION

            	
              222

            
	 	 	 
	
              Section
                10.01.

            	
              REMIC
                Administration

            	
              222

            
	
              Section
                10.02.

            	
              Prohibited
                Transactions and Activities

            	
              242

            


    


    
      
        
        

      

      
        -iv-

        
          

        

      

      
        
        

      

    


    

      TABLE
        OF CONTENTS

      (continued)
 

      Page

       

    

    
      	
              Section
                10.03.

            	
              Indemnification
                with Respect to Certain Taxes and Loss of REMIC Status

            	
              242

            
	
              Section
                10.04.

            	
              REO
                Property

            	
              243

            
	 	 
	
              ARTICLE
                XI.MISCELLANEOUS PROVISIONS

            	
              243

            
	 	 	 
	
              Section
                11.01.

            	
              Binding
                Nature of Agreement; Assignment

            	
              243

            
	
              Section
                11.02.

            	
              Entire
                Agreement

            	
              244

            
	
              Section
                11.03.

            	
              Amendment

            	
              244

            
	
              Section
                11.04.

            	
              Voting
                Rights

            	
              245

            
	
              Section
                11.05.

            	
              Provision
                of Information

            	
              246

            
	
              Section
                11.06.

            	
              Governing
                Law

            	
              246

            
	
              Section
                11.07.

            	
              Notices

            	
              246

            
	
              Section
                11.08.

            	
              Severability
                of Provisions

            	
              247

            
	
              Section
                11.09.

            	
              Indulgences;
                No Waivers

            	
              247

            
	
              Section
                11.10.

            	
              Headings
                Not To Affect Interpretation

            	
              247

            
	
              Section
                11.11.

            	
              Benefits
                of Agreement

            	
              247

            
	
              Section
                11.12.

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

            	
              247

            
	
              Section
                11.13.

            	
              Conflicts

            	
              248

            
	
              Section
                11.14.

            	
              Counterparts

            	
              248

            
	
              Section
                11.15.

            	
              Transfer
                of Servicing

            	
              249

            
	
              Section
                11.16.

            	
              Third
                Party Rights

            	
              250

            


    


    
      
        
        

      

      
        -v-

        
          

        

      

      
        
        

      

    


    TABLE
      OF CONTENTS

    (continued)
 

    Page

     

    ATTACHMENTS

    
      	
              Exhibit
                A

            	
              Forms
                of Certificates

            
	
              Exhibit
                B-1

            	
              Form
                of Initial Certification

            
	
              Exhibit
                B-2

            	
              Form
                of Interim Certification

            
	
              Exhibit
                B-3

            	
              Form
                of Final Certification

            
	
              Exhibit
                B-4

            	
              Form
                of Endorsement

            
	
              Exhibit
                C

            	
              Request
                for Release of Documents and Receipt

            
	
              Exhibit
                D-l

            	
              Form
                of Residual Certificate Transfer Affidavit (Transferee)

            
	
              Exhibit
                D-2

            	
              Form
                of Residual Certificate Transfer Affidavit (Transferor)

            
	
              Exhibit
                E

            	
              Servicing
                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

            	
              Custodial
                Agreements

            
	
              Exhibit
                L

            	
              [Reserved]

            
	
              Exhibit
                M

            	
              [Reserved]

            
	
              Exhibit
                N

            	
              Forms
                of Swap Agreements

            
	
              Exhibit
                O

            	
              Forms
                of Interest Rate Cap Agreements

            
	
              Exhibit
                P

            	
              Forms
                of Deferred Interest Cap Agreements

            
	
              Exhibit
                Q-1

            	
              Additional
                Form 10-D Disclosure

            
	
              Exhibit
                Q-2

            	
              Additional
                Form 10-K Disclosure

            
	
              Exhibit
                Q-3

            	
              Additional
                Form 8-K Disclosure

            
	
              Exhibit
                Q-4

            	
              Additional
                Disclosure Notification

            
	
              Exhibit
                R

            	
              Servicing
                Criteria to be Addressed in Report on Assessment of
                Compliance

            
	
              Exhibit
                S

            	
              Transaction
                Parties

            
	
              Exhibit
                T

            	
              Form
                of Back-Up Sarbanes-Oxley Certification

            
	
              Exhibit
                U

            	
              Form
                of Back-Up Sarbanes-Oxley Certification to be Provided by the
                Trustee

            
	
              Schedule
                A

            	
              Mortgage
                Loan Schedule

            
	
              Schedule
                B

            	
              Pool
                2 Swap Agreement Scheduled Notional Amount and Rates of Payment and
                Pool 3
                Swap Agreement Scheduled Notional Amount and Rates of
                Payment

            
	
              Schedule
                C

            	
              Early
                Payment Default Mortgage Loans

            


    

    




    
      
        
        

      

      
        -vi-

        
          

        

      

      
        
        

      

    

    


    This
      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 U.S. BANK NATIONAL ASSOCIATION, a national banking association,
      as trustee (the “Trustee”).

     

    PRELIMINARY
      STATEMENT

     

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

     

    As
      provided herein, the Trustee shall elect that the Trust Fund (other than (i)
      the
      Pool 1 Basis Risk Reserve Fund, Pool 2 Basis Risk Reserve Fund and the Pool
      3
      Basis Risk Reserve Fund, (ii) the rights to receive Prepayment Premiums
      distributable to the Class 1-AP Certificates, Class 2-AP Certificates and Class
      3-AP Certificates and the Class P Reserve Funds, (iii) the Class 1-X Account,
      2-X Component Account and 3-X Component Account, (iv) the assets of the Grantor
      Trusts established pursuant to Section 5.02(r), (v) the Interest Rate Cap
      Agreements and the Interest Rate Cap Accounts, (vi) the Swap Agreements and
      the
      Supplemental Interest Trusts, (vii) the right to receive FPD Premiums and EPD
      Premiums and (viii) the Lower Tier Interests) be treated for federal income
      tax purposes as comprising ten real estate mortgage investment conduits (each
      a
“REMIC” or, in the alternative, “REMIC 1-AX,” “REMIC I-1,” “REMIC I-2,” the
“SWAP II REMIC,” “REMIC II-1,” “REMIC II-2,” “REMIC II-3,” the “SWAP III REMIC,”
“REMIC III-1” and “REMIC III-2”). Each LIBOR Certificate that is a Pool 1
      Certificate, each Class 1-AX Certificate and each Class 1-X Certificate
      represents ownership of a regular interest in REMIC I-2 for purposes of the
      REMIC Provisions. In addition, (i) each LIBOR Certificate that is a Pool 1
      Certificate represents the right to receive payments with respect to Excess
      Interest and (ii) each LIBOR Certificate that is a Pool 1 Senior Certificate
      represents the obligation to make payments in respect of Class I-I Shortfalls.
      In
      addition, the Class 1-X Certificates represent the right to receive FPD Premiums
      and EPD Premiums with respect to Pool 1. Each
      LIBOR Certificate that is a Pool 2 Certificate, each Class 2-AX Certificate
      and
      each Class 2-X Certificate represents ownership of one or more regular interests
      in REMIC II-3 for purposes of the REMIC Provisions. In addition, (i) each Pool
      2
      Certificate (other than the Class 2-AX, Class 2-M7 and Class 2-M8 Certificates)
      represents the right to receive payments with respect to Excess Interest and
      (ii) each Pool 2 Certificate represents the obligation to make payments in
      respect of Class I-II Shortfalls.
      Each
      Pool 3 Certificate and the Class 3-X Certificate represents ownership of one
      or
      more regular interests in REMIC III-2 for purposes of the REMIC Provisions.
      In
      addition, each Pool 3 Certificate represents (i) the right to receive payments
      with respect to Excess Interest and (ii) the obligation to make payments in
      respect of Class I-III Shortfalls. The Class R Certificate represents ownership
      of the sole Class of residual interest in each REMIC for purposes of the REMIC
      Provisions. Each Grantor Trust Certificate represents a beneficial interest
      in a
      Grantor Trust holding the related Underlying Interest and certain other assets
      for the benefit of the Grantor Trust Certificates.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Pool
      1 REMICs

     

    REMIC
      I-2
      shall hold as its assets the several Classes of uncertificated REMIC I-1 Regular
      Interests and each such REMIC I-1 Regular Interest is hereby designated as
      a
      regular interest in REMIC I-1. REMIC I-1 shall hold as its assets the several
      Classes of uncertificated REMIC 1-AX Regular Interests and each such REMIC
      1-AX
      Regular Interest is hereby designated as a regular interest in REMIC 1-AX.
      REMIC
      1-AX shall hold as its assets the property of the Trust Fund relating to Pool
      1
      other than (i) the Lower Tier Interests, (ii) the Pool 1 Basis Risk Reserve
      Fund, (iii) the Class 1-X Account, (iv) the assets of the Grantor Trusts
      established pursuant to Section 5.02(r), (v) the rights to receive Prepayment
      Premiums distributable to the Class 1-AP Certificates and the Class P Reserve
      Funds and (vi) the right to receive FPD Premiums and EPD Premiums.

     

    REMIC
      1-AX

     

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


     

    
      	
              Class

            	 	 	 	
              Initial
                Class

            	 	
              Related

            
	
              Designation

            	 	
              Interest
                Rate

            	 	
              Principal
                Amount

            	 	
              Mortgage
                Pool

            
	 	 	 	 	 	 	 
	
              LT1AX-40%1AX

            	 	
              (1)

            	 	
              (2)

            	 	
              Pool
                1

            
	
              LT1AX-10%1AX

            	 	
              (1)

            	 	
              (3)

            	 	
              Pool
                1

            
	
              LT1AX-1Z

            	 	
              (1)

            	 	
              (4)

            	 	
              Pool
                1

            
	
              LT1AX-R

            	 	
              (5)

            	 	
              (5)

            	 	
              N/A

            


    

    


    
      	
              (1)

            	
              The
                interest rate with respect to any Distribution Date (and the related
                Accrual Period) for each of these REMIC 1-AX Interests is a per annum
                rate
                equal to the weighted average of the net mortgage rates for the Pool
                1
                Mortgage Loans as of the first day of the related Collection Period.
                Each
                of these REMIC 1-AX Interests shall accrue interest on a “30/360”
                basis.

            


    

     

    
      	
              (2)

            	
              The
                initial principal amount for this REMIC 1-AX Interest shall equal
                40% of
                the aggregate initial principal amount of the Class 1-A1, Class 1-A2,
                Class 1-A3A and Class 1-A3B
                Certificates.

            


    

     

    
      	
              (3)

            	
              The
                initial principal amount for this REMIC 1-AX Interest shall equal
                10% of
                the aggregate initial principal amount of the Class 1-A1, Class 1-A2,
                Class 1-A3A and Class 1-A3B
                Certificates.

            


    

     

    
      	
              (4)

            	
              The
                initial principal amount for this REMIC 1-AX Interest shall equal
                the
                excess of (i) the Pool Balance of the related Mortgage Pool as of
                the
                Cut-off Date over (ii) the initial principal amount of the REMIC
                1-AX
                Interests with the designation ending with “X” that is related to the same
                Mortgage Pool.

            


    

     

    
      	
              (5)

            	
              The
                Class LT1AX-R Interest is the sole Class of residual interest in
                REMIC
                1-AX. It does not have an interest rate or a principal balance. The
                Class
                LT1AX-R Interest shall be represented by the Class R
                Certificates.

            


    

     

    


     


    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    


    REMIC
      I-1

     

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

     

    
      	
              Class
                Designation

            	
              Interest
                Rate

            	
              Initial
                Class 

              Principal
                Amount

            	
              Corresponding
                Class of Certificates

            
	
              LTI1-1A1

            	
              (1)

            	
              (2)

            	
              1-A1
                Underlying Interest

            
	
              LTI1-1A2

            	
              (1)

            	
              (2)

            	
              1-A2
                Underlying Interest

            
	
              LTI1-1A3A

            	
              (1)

            	
              (2)

            	
              1-A3A
                Underlying Interest

            
	
              LTI1-1A3B

            	
              (1)

            	
              (2)

            	
              1-A3B
                Underlying Interest

            
	
              LTI1-1M1

            	
              (1)

            	
              (2)

            	
              1-M1

            
	
              LTI1-1M2

            	
              (1)

            	
              (2)

            	
              1-M2

            
	
              LTI1-1M3

            	
              (1)

            	
              (2)

            	
              1-M3

            
	
              LTI1-1M4

            	
              (1)

            	
              (2)

            	
              1-M4

            
	
              LTI1-1M5

            	
              (1)

            	
              (2)

            	
              1-M5

            
	
              LTI1-1M6

            	
              (1)

            	
              (2)

            	
              1-M6

            
	
              LTI1-1M7

            	
              (1)

            	
              (2)

            	
              1-M7

            
	
              LTI1-1M8

            	
              (1)

            	
              (2)

            	
              1-M8

            
	
              LTI1-1M9

            	
              (1)

            	
              (2)

            	
              1-M9

            
	
              LTI1-X

            	
              (1)

            	
              (3)

            	
              N/A

            
	
              LTI1-1AX

            	
              (4)

            	
              (4)

            	
              N/A

            
	
              LTI1-R

            	
              (5)

            	
              (5)

            	
              N/A

            


    

    


                

    
      	
              (1)

            	
              The
                interest rate with respect to any Distribution Date (and the related
                Accrual Period) for each of these REMIC I-1 Interests is a per annum
                rate
                equal to the Pool 1 Net Rate which, for purposes of the REMIC Provisions,
                shall be the equivalent of the weighted average of the interest rates
                on
                each of the REMIC 1-AX Regular Interests multiplied by 30 and divided
                by
                the actual number of days in the related Accrual Period; provided
                however,
                such weighted average shall be computed by first (i) capping the
                rate on
                the Class LT1AX-40%1AX Interest and Class LT1AX-10%1AX Interest at
                LIBOR
                plus 0.20% (for each Distribution Date through the Pool 1 Initial
                Optional
                Termination Date) or LIBOR plus 0.40% (for each such Distribution
                Date
                after the Pool 1 Initial Optional Termination
                Date).

            


    

     

    
      	
              (2)

            	
              The
                initial principal amount for each of these REMIC I-1 Interests shall
                equal
                50% of the initial principal balance of the Corresponding Class of
                Certificates.

            


    

     

    
      	
              (3)

            	
              The
                initial principal amount for the Class LTI1-X Interest shall equal
                the
                excess of (i) the Pool Balance for Pool 1 as of the Cut-off Date
                over (ii)
                the aggregate initial principal balance of the REMIC I-1 Marker
                Classes.

            


    

     

    
      	
              (4)

            	
              The
                Class LTI1-1AX Interest shall not be entitled to principal and shall
                be
                entitled to interest on each Distribution Date in an amount equal
                to the
                amount of any interest accrued on the Class 1-AX Certificates for
                such
                Distribution Date. For purposes of the REMIC Provisions, the Class
                LTI1-1AX Interest shall be entitled to a “specified portion” of the
                interest accrued on (i) the Class LT1AX-40%1AX Interest for each
                Distribution Date through the Distribution Date in June 2009 and
                (ii) the
                Class LT1AX-10%1AX Interest for each Distribution Date, with such
                specified portion being equal to all interest accrued thereon in
                excess of
                the interest thereon at a variable rate. Such variable rate shall
                equal
                LIBOR plus 0.20% (for each such Distribution Date through the Pool
                1
                Initial Optional Termination Date) or LIBOR plus 0.40% (for each
                such
                Distribution Date after the Pool 1 Initial Optional Termination
                Date).

            


    


    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    


     

    
      	
              (5)

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

            


    

    


    Each
      of
      the REMIC I-1 Regular Interests shall accrue interest on an “actual/360”
basis.

    
    

    REMIC
      I-2

     

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

     

    
      	
              Class
                Designation

            	
              Interest
                Rate

            	
              Initial
                Class Principal Amount

            	
              Class
                of Related Certificates

            
	
              LTI2-1A1U

            	
              (1)

            	
              (2)

            	
              1-A1
                Underlying Interest

            
	
              LTI2-1A2U

            	
              (1)

            	
              (2)

            	
              1-A2
                Underlying Interest

            
	
              LTI2-1A3AU

            	
              (1)

            	
              (2)

            	
              1-A3A
                Underlying Interest

            
	
              LTI2-1A3BU

            	
              (1)

            	
              (2)

            	
              1-A3B
                Underlying Interest

            
	
              LTI2-1M1

            	
              (1)

            	
              (2)

            	
              1-M1

            
	
              LTI2-1M2

            	
              (1)

            	
              (2)

            	
              1-M2

            
	
              LTI2-1M3

            	
              (1)

            	
              (2)

            	
              1-M3

            
	
              LTI2-1M4

            	
              (1)

            	
              (2)

            	
              1-M4

            
	
              LTI2-1M5

            	
              (1)

            	
              (2)

            	
              1-M5

            
	
              LTI2-1M6

            	
              (1)

            	
              (2)

            	
              1-M6

            
	
              LTI2-1M7

            	
              (1)

            	
              (2)

            	
              1-M7

            
	
              LTI2-1M8

            	
              (1)

            	
              (2)

            	
              1-M8

            
	
              LTI2-1M9

            	
              (1)

            	
              (2)

            	
              1-M9

            
	
              Uncertificated
                Class 1-X Interest 

            	
              (3)

            	
              (3)

            	
              N/A

            
	
              Class
                1-AX Certificates

            	
              (4)

            	
              (4)

            	
              N/A

            
	
              Residual
                I Interest

            	
              (5)

            	
              (5)

            	
              N/A

            


    

    


                

    
      	
              (1)

            	
              The
                interest rate with respect to any Distribution Date (and the related
                Accrual Period) for each of these REMIC I-2 Interests is a per annum
                rate
                equal to the Certificate Interest Rate for the Related Certificates,
                provided that in lieu of any Net Funds Cap set forth in the applicable
                Certificate Interest Rate, the Pool 1 Net Rate shall be used, and
                further
                provided that these REMIC I-2 Interests shall not be entitled to
                payments
                in respect of Excess Interest and shall not have any obligations
                with
                respect to Class I-I Shortfalls.

            


    

     

    
      	
              (2)

            	
              The
                initial principal balance for each of these REMIC I-2 Interests shall
                equal the initial principal balance of the Related
                Certificates.

            


    

     

    
      	
              (3)

            	
              The
                Uncertificated Class 1-X Interest shall have an initial principal
                balance
                equal to the excess of the Cut-off Date Balance of Pool 1 over the
                aggregate initial Certificate Principal Amounts of the Pool 1
                Certificates. The Uncertificated Class 1-X Interest shall accrue
                interest
                on a notional balance equal to the Class 1-X Notional Balance at
                a rate
                equal to the Class 1-X Interest Rate. The Uncertificated Class 1-X
                Interest shall be represented by the Class 1-X
                Certificates.

            


    

     

    
      	
              (4)

            	
              The
                Class 1-AX Certificates shall have the entitlements described in
                this
                Agreement.

            


    

     

    
      	
              (5)

            	
              The
                Residual I Interest is the sole Class of residual interest in REMIC
                I-2.
                It does not have an interest rate or a principal balance. It shall
                be
                represented by the Class R
                Certificate.

            


    

    



    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    


     

    Pool
      2 REMICs

     

    REMIC
      II-3 shall hold as its assets the several Classes of uncertificated REMIC II-2
      Regular Interests and each such REMIC II-2 Regular Interest is hereby designated
      as a regular interest in REMIC II-2. REMIC II-2 shall hold as its assets the
      several Classes of uncertificated REMIC II-1 Regular Interests and each such
      REMIC II-1 Regular Interest is hereby designated as a regular interest in REMIC
      II-1. REMIC II-1 shall hold as its assets the several Classes of uncertificated
      SWAP II REMIC Regular Interests and each such SWAP II REMIC Regular Interest
      is
      hereby designated as a regular interest in the SWAP II REMIC. The SWAP II REMIC
      shall hold as its assets the property of the Trust Fund related to Pool 2 other
      than (i) the Pool 2 Swap Agreement, (ii) the Pool 2 Supplemental Interest Trust,
      (iii) the Pool 2 Interest Rate Cap Agreement and the Pool 2 Interest Rate Cap
      Account, (iv) the Pool 2 Basis Risk Reserve Fund, (v) the rights to receive
      Prepayment Premiums distributable to the Class 2-AP Certificates and the Class
      P
      Reserve Funds, (vi) the 2-X Component Account, (vii) the assets of the Grantor
      Trusts established pursuant to Section 5.02(r) and (viii) the Lower Tier
      Interests.

     

    The
      SWAP II REMIC

     

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

     

    
      	
              Class
                Designation

            	
              Initial
                Principal Balance

            	
              Interest
                Rate

            
	
              SWII-Z

            	
              $43,765,472.620

            	
              (1)

            
	
              SWII2A

            	
              $4,602,886.000

            	
              (2)

            
	
              SWII2B

            	
              $4,602,886.000

            	
              (3)

            
	
              SWII3A

            	
              $4,478,367.500

            	
              (2)

            
	
              SWII3B

            	
              $4,478,367.500

            	
              (3)

            
	
              SWII4A

            	
              $4,357,256.500

            	
              (2)

            
	
              SWII4B

            	
              $4,357,256.500

            	
              (3)

            
	
              SWII5A

            	
              $4,239,457.000

            	
              (2)

            
	
              SWII5B

            	
              $4,239,457.000

            	
              (3)

            
	
              SWII6A

            	
              $4,124,879.000

            	
              (2)

            
	
              SWII6B

            	
              $4,124,879.000

            	
              (3)

            
	
              SWII7A

            	
              $4,013,433.000

            	
              (2)

            
	
              SWII7B

            	
              $4,013,433.000

            	
              (3)

            
	
              SWII8A

            	
              $3,905,032.000

            	
              (2)

            
	
              SWII8B

            	
              $3,905,032.000

            	
              (3)

            
	
              SWII9A

            	
              $3,799,592.500

            	
              (2)

            
	
              SWII9B

            	
              $3,799,592.500

            	
              (3)

            
	
              SWII10A

            	
              $3,697,033.000

            	
              (2)

            
	
              SWII10B

            	
              $3,697,033.000

            	
              (3)

            
	
              SWII11A

            	
              $3,597,273.000

            	
              (2)

            
	
              SWII11B

            	
              $3,597,273.000

            	
              (3)

            
	
              SWII12A

            	
              $3,500,236.500

            	
              (2)

            
	
              SWII12B

            	
              $3,500,236.500

            	
              (3)

            


    


    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    


    


    
      	
              Class
                Designation

            	
              Initial
                Principal Balance

            	
              Interest
                Rate

            
	
              SWII13A

            	
              $4,172,284.000

            	
              (2)

            
	
              SWII13B

            	
              $4,172,284.000

            	
              (3)

            
	
              SWII14A

            	
              $4,035,070.500

            	
              (2)

            
	
              SWII14B

            	
              $4,035,070.500

            	
              (3)

            
	
              SWII15A

            	
              $3,902,404.500

            	
              (2)

            
	
              SWII15B

            	
              $3,902,404.500

            	
              (3)

            
	
              SWII16A

            	
              $3,774,133.500

            	
              (2)

            
	
              SWII16B

            	
              $3,774,133.500

            	
              (3)

            
	
              SWII17A

            	
              $3,650,111.500

            	
              (2)

            
	
              SWII17B

            	
              $3,650,111.500

            	
              (3)

            
	
              SWII18A

            	
              $3,530,197.500

            	
              (2)

            
	
              SWII18B

            	
              $3,530,197.500

            	
              (3)

            
	
              SWII19A

            	
              $3,414,253.500

            	
              (2)

            
	
              SWII19B

            	
              $3,414,253.500

            	
              (3)

            
	
              SWII20A

            	
              $3,302,147.000

            	
              (2)

            
	
              SWII20B

            	
              $3,302,147.000

            	
              (3)

            
	
              SWII21A

            	
              $3,193,750.000

            	
              (2)

            
	
              SWII21B

            	
              $3,193,750.000

            	
              (3)

            
	
              SWII22A

            	
              $3,088,940.000

            	
              (2)

            
	
              SWII22B

            	
              $3,088,940.000

            	
              (3)

            
	
              SWII23A

            	
              $2,987,596.500

            	
              (2)

            
	
              SWII23B

            	
              $2,987,596.500

            	
              (3)

            
	
              SWII24A

            	
              $2,889,603.500

            	
              (2)

            
	
              SWII24B

            	
              $2,889,603.500

            	
              (3)

            
	
              SWII25A

            	
              $2,794,850.000

            	
              (2)

            
	
              SWII25B

            	
              $2,794,850.000

            	
              (3)

            
	
              SWII26A

            	
              $2,703,229.000

            	
              (2)

            
	
              SWII26B

            	
              $2,703,229.000

            	
              (3)

            
	
              SWII27A

            	
              $2,614,634.500

            	
              (2)

            
	
              SWII27B

            	
              $2,614,634.500

            	
              (3)

            
	
              SWII28A

            	
              $2,528,967.000

            	
              (2)

            
	
              SWII28B

            	
              $2,528,967.000

            	
              (3)

            
	
              SWII29A

            	
              $2,446,128.000

            	
              (2)

            
	
              SWII29B

            	
              $2,446,128.000

            	
              (3)

            
	
              SWII30A

            	
              $2,366,025.000

            	
              (2)

            
	
              SWII30B

            	
              $2,366,025.000

            	
              (3)

            
	
              SWII31A

            	
              $2,288,565.000

            	
              (2)

            
	
              SWII31B

            	
              $2,288,565.000

            	
              (3)

            
	
              SWII32A

            	
              $2,213,661.500

            	
              (2)

            
	
              SWII32B

            	
              $2,213,661.500

            	
              (3)

            
	
              SWII33A

            	
              $2,141,229.500

            	
              (2)

            
	
              SWII33B

            	
              $2,141,229.500

            	
              (3)

            


    


    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    


    


    
      	
              Class
                Designation

            	
              Initial
                Principal Balance

            	
              Interest
                Rate

            
	
              SWII34A

            	
              $2,071,186.000

            	
              (2)

            
	
              SWII34B

            	
              $2,071,186.000

            	
              (3)

            
	
              SWII35A

            	
              $2,003,452.000

            	
              (2)

            
	
              SWII35B

            	
              $2,003,452.000

            	
              (3)

            
	
              SWII36A

            	
              $1,937,951.000

            	
              (2)

            
	
              SWII36B

            	
              $1,937,951.000

            	
              (3)

            
	
              SWII37A

            	
              $1,874,609.000

            	
              (2)

            
	
              SWII37B

            	
              $1,874,609.000

            	
              (3)

            
	
              SWII38A

            	
              $1,813,723.000

            	
              (2)

            
	
              SWII38B

            	
              $1,813,723.000

            	
              (3)

            
	
              SWII39A

            	
              $1,754,461.000

            	
              (2)

            
	
              SWII39B

            	
              $1,754,461.000

            	
              (3)

            
	
              SWII40A

            	
              $1,697,571.500

            	
              (2)

            
	
              SWII40B

            	
              $1,697,571.500

            	
              (3)

            
	
              SWII41A

            	
              $1,642,569.500

            	
              (2)

            
	
              SWII41B

            	
              $1,642,569.500

            	
              (3)

            
	
              SWII42A

            	
              $1,588,917.000

            	
              (2)

            
	
              SWII42B

            	
              $1,588,917.000

            	
              (3)

            
	
              SWII43A

            	
              $1,538,402.000

            	
              (2)

            
	
              SWII43B

            	
              $1,538,402.000

            	
              (3)

            
	
              SWII44A

            	
              $1,488,135.000

            	
              (2)

            
	
              SWII44B

            	
              $1,488,135.000

            	
              (3)

            
	
              SWII45A

            	
              $1,440,619.000

            	
              (2)

            
	
              SWII45B

            	
              $1,440,619.000

            	
              (3)

            
	
              SWII46A

            	
              $1,394,523.000

            	
              (2)

            
	
              SWII46B

            	
              $1,394,523.000

            	
              (3)

            
	
              SWII47A

            	
              $1,349,984.000

            	
              (2)

            
	
              SWII47B

            	
              $1,349,984.000

            	
              (3)

            
	
              SWII48A

            	
              $40,261,610.000

            	
              (2)

            
	
              SWII48B

            	
              $40,261,610.000

            	
              (3)

            
	
              SWII-R

            	
              (4)    

            	
              (4)

            


    

    


                

    
      	
              (1)

            	
              The
                interest rate on the Class SWII-Z Interest shall be a per annum rate
                equal
                to the Pool 2 Net WAC.

            


    

     

    
      	
              (2)

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

            


    

     

    
      	
              (3)

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

            


    

     

    
      	
              (4)

            	
              The
                Class SWII-R Interest shall have no principal amount and shall bear
                no
                interest. It shall be represented by the Class R
                Certificate.

            


    

    



    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    


     

    REMIC
      II-1

     

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

     

    
      	
              Class
                Designation

            	
              Interest
                Rate

            	
              Initial
                Class 

              Principal
                Amount

            	
              Corresponding
                Class of Certificates

            
	
              LTII1-2A1

            	
              (1)

            	
              (2)

            	
              2-A1

            
	
              LTII1-2A2

            	
              (1)

            	
              (2)

            	
              2-A2

            
	
              LTII1-2A3

            	
              (1)

            	
              (2)

            	
              2-A3

            
	
              LTII1-2M1

            	
              (1)

            	
              (2)

            	
              2-M1

            
	
              LTII1-2M2

            	
              (1)

            	
              (2)

            	
              2-M2

            
	
              LTII1-2M3

            	
              (1)

            	
              (2)

            	
              2-M3

            
	
              LTII1-2M4

            	
              (1)

            	
              (2)

            	
              2-M4

            
	
              LTII1-2M5

            	
              (1)

            	
              (2)

            	
              2-M5

            
	
              LTII1-2M6

            	
              (1)

            	
              (2)

            	
              2-M6

            
	
              LTII1-2M7

            	
              (1)

            	
              (2)

            	
              2-M7

            
	
              LTII1-2M8

            	
              (1)

            	
              (2)

            	
              2-M8

            
	
              LTII1-2M9

            	
              (1)

            	
              (2)

            	
              2-M9

            
	
              LTII1-X

            	
              (1)

            	
              (3)

            	
              N/A

            
	
              LTII1-IO

            	
              (4)

            	
              (4)

            	
              N/A

            
	
              LTII1-R

            	
              (5)

            	
              (5)

            	
              N/A

            


    

    


                

    
      	
              (1)

            	
              The
                interest rate with respect to any Distribution Date (and the related
                Accrual Period) for each of these REMIC II-1 Interests is a per annum
                rate
                equal to the weighted average of the interest rates on the SWAP II
                REMIC
                Regular Interests for such Distribution Date, provided however, that
                for
                any Distribution Date on which the Class LTII1-IO Interest is entitled
                to
                a portion of interest accruals on a SWAP II REMIC Regular Interest
                ending
                with a designation “A” as described in footnote 4 below, such weighted
                average shall be computed by first subjecting the rate on such SWAP
                II
                REMIC Regular Interest to a cap equal to Swap II LIBOR for such
                Distribution Date.

            


    

     

    
      	
              (2)

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

            


    

     

    
      	
              (3)

            	
              This
                interest shall have an initial principal balance equal to the excess
                of
                (i) the Cut-off Date Balance for Pool 2 over (ii) the aggregate initial
                principal balance of the REMIC II-1 Marker
                Classes.

            


    

     

    
      	
              (4)

            	
              The
                Class LTII1-IO Interest is an interest-only class that does not have
                a
                principal balance. For only those Distribution Dates listed in the
                first
                column of the table below, the Class LTII1-IO shall be entitled to
                interest accrued on the SWAP II REMIC Regular Interest listed in
                the
                second column below at a per annum rate equal to the excess, if any,
                of
                (i) the interest rate for such SWAP II REMIC Regular Interest for
                such
                Distribution Date over (ii) Swap II LIBOR for such Distribution
                Date.

            


    

     

    


    
      	
              Distribution
                Date

            	
              SWAP
                REMIC Regular Interest

            
	
              2

            	
              Class
                SWII2A

            
	
              2-3

            	
              Class
                SWII3A

            
	
              2-4

            	
              Class
                SWII4A

            
	
              2-5

            	
              Class
                SWII5A

            
	
              2-6

            	
              Class
                SWII6A

            


    


    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    


    


    
      	
              2-7

            	
              Class
                SWII7A

            
	
              2-8

            	
              Class
                SWII8A

            
	
              2-9

            	
              Class
                SWII9A

            
	
              2-10

            	
              Class
                SWII10A

            
	
              2-11

            	
              Class
                SWII11A

            
	
              2-12

            	
              Class
                SWII12A

            
	
              2-13

            	
              Class
                SWII13A

            
	
              2-14

            	
              Class
                SWII14A

            
	
              2-15

            	
              Class
                SWII15A

            
	
              2-16

            	
              Class
                SWII16A

            
	
              2-17

            	
              Class
                SWII17A

            
	
              2-18

            	
              Class
                SWII18A

            
	
              2-19

            	
              Class
                SWII19A

            
	
              2-20

            	
              Class
                SWII20A

            
	
              2-21

            	
              Class
                SWII21A

            
	
              2-22

            	
              Class
                SWII22A

            
	
              2-23

            	
              Class
                SWII23A

            
	
              2-24

            	
              Class
                SWII24A

            
	
              2-25

            	
              Class
                SWII25A

            
	
              2-26

            	
              Class
                SWII26A

            
	
              2-27

            	
              Class
                SWII27A

            
	
              2-28

            	
              Class
                SWII28A

            
	
              2-29

            	
              Class
                SWII29A

            
	
              2-30

            	
              Class
                SWII30A

            
	
              2-31

            	
              Class
                SWII31A

            
	
              2-32

            	
              Class
                SWII32A

            
	
              2-33

            	
              Class
                SWII33A

            
	
              2-34

            	
              Class
                SWII34A

            
	
              2-35

            	
              Class
                SWII35A

            
	
              2-36

            	
              Class
                SWII36A

            
	
              2-37

            	
              Class
                SWII37A

            
	
              2-38

            	
              Class
                SWII38A

            
	
              2-39

            	
              Class
                SWII39A

            
	
              2-40

            	
              Class
                SWII40A

            
	
              2-41

            	
              Class
                SWII41A

            
	
              2-42

            	
              Class
                SWII42A

            
	
              2-43

            	
              Class
                SWII43A

            
	
              2-44

            	
              Class
                SWII44A

            
	
              2-45

            	
              Class
                SWII45A

            
	
              2-46

            	
              Class
                SWII46A

            
	
              2-47

            	
              Class
                SWII47A

            
	
              2-48

            	
              Class
                SWII48A

            


    

     

    
      	
              (5)

            	
              The
                Class LTII1-R Interest is the sole Class of residual interest in
                REMIC
                II-1. It does not have an interest rate or a principal balance. It
                shall
                be represented by the Class R
                Certificate.

            


    

    



    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    


    REMIC
      II-2

     

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

     

    
      	 	 	 	 	 	 	 
	
              Class

            	 	
              Interest

            	 	
              Initial
                Class

            	 	
              Class
                of Related

            
	
              Designation

            	 	
              Rate

            	 	
              Principal
                Amount

            	 	
              Certificates

            
	 	 	 	 	 	 	 
	
              LTII2-2A1

            	 	
              (1)

            	 	
              (3)

            	 	
              2-A1

            
	
              LTII2-2A2

            	 	
              (1)

            	 	
              (3)

            	 	
              2-A2

            
	
              LTII2-2A3

            	 	
              (1)

            	 	
              (3)

            	 	
              2-A3

            
	
              LTII2-2M1

            	 	
              (2)

            	 	
              (3)

            	 	
              2-M1

            
	
              LTII2-2M2

            	 	
              (2)

            	 	
              (3)

            	 	
              2-M2

            
	
              LTII2-2M3

            	 	
              (2)

            	 	
              (3)

            	 	
              2-M3

            
	
              LTII2-2M4

            	 	
              (2)

            	 	
              (3)

            	 	
              2-M4

            
	
              LTII2-2M5

            	 	
              (2)

            	 	
              (3)

            	 	
              2-M5

            
	
              LTII2-2M6

            	 	
              (2)

            	 	
              (3)

            	 	
              2-M6

            
	
              LTII2-2M7

            	 	
              (2)

            	 	
              (3)

            	 	
              2-M7

            
	
              LTII2-2M8

            	 	
              (2)

            	 	
              (3)

            	 	
              2-M8

            
	
              LTII2-X
                

            	 	
              (4)

            	 	
              (4)

            	 	
              N/A

            
	
              LTII2-IO

            	 	
              (5)

            	 	
              (5)

            	 	
              N/A

            
	
              LTII2-R

            	 	
              (6)

            	 	
              (6)

            	 	
              N/A

            


    

     

            

    
      	
              (1)

            	
              The
                per annum interest rate for each of these REMIC II-2 Interests with
                respect to any Distribution Date (and the related Accrual Period)
                shall
                equal the lesser of (i) the sum of (A) the Certificate Interest Rate
                of
                the Class of Related Certificates (disregarding any Net Funds Cap)
                and (B)
                0.70%, and (ii) the Pool 2 Net
                Rate.

            


    

     

    
      	
              (2)

            	
              The
                per annum interest rate for each of these REMIC II-2 Interests shall
                equal
                the lesser of (i) the Certificate Interest Rate of the Class of Related
                Certificates (disregarding any Net Funds Cap) and (ii) the Pool 2
                Net
                Rate.

            


    

     

    
      	
              (3)

            	
              The
                initial principal amount of each of these REMIC II-2 Interests shall
                equal
                the initial Certificate Principal Amount of the Class of Related
                Certificates.

            


    

     

    
      	
              (4)

            	
              The
                Class LTII2-X Interest shall have an initial principal balance equal
                to
                the excess of the Cut-off Date Balance of Pool 2 over the aggregate
                initial Certificate Principal Amounts of the Pool 2 Certificates.
                The
                Class LTII2-X Interest shall accrue interest on a notional balance
                equal
                to the 2-X Component Notional Balance at a rate equal to the 2-X
                Component
                Interest Rate.

            


    

     

    
      	
              (5)

            	
              The
                Class LTII2-IO Interest shall have no principal amount and will not
                have
                an interest rate, but will be entitled to 100% of the interest accrued
                with respect to the Class LTII1-IO Interest.


            


    

     

    



    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    


     

    
      	
              (6)

            	
              The
                Class LTII2-R Interest is the sole Class of residual interest in
                REMIC
                II-2. It does not have an interest rate or a principal balance. The
                Class
                LTII2-R Interest shall be represented by the Class R
                Certificate.

            


    

    


    REMIC
      II-3

     

    The
      following table sets forth (or describes) the Class designation, interest rate,
      and initial principal amount for each Class of REMIC II-3
      Interests.

     

    
      	
              Class

            	 	
              Interest

            	 	
              Initial
                Class

            	 	
              Class
                of Related

            
	
              Designation

            	 	
              Rate

            	 	
              Principal
                Amount

            	 	
              Certificates

            
	 	 	 	 	 	 	 
	
              LTII3-2A1

            	 	
              (1)

            	 	
              (2)

            	 	
              2-A1

            
	
              LTII3-2A2

            	 	
              (1)

            	 	
              (2)

            	 	
              2-A2

            
	
              LTII3-2A3

            	 	
              (1)

            	 	
              (2)

            	 	
              2-A3

            
	
              LTII3-M1

            	 	
              (1)

            	 	
              (2)

            	 	
              2-M1

            
	
              LTII3-M2

            	 	
              (1)

            	 	
              (2)

            	 	
              2-M2

            
	
              LTII3-M3

            	 	
              (1)

            	 	
              (2)

            	 	
              2-M3

            
	
              LTII3-M4

            	 	
              (1)

            	 	
              (2)

            	 	
              2-M4

            
	
              LTII3-M5

            	 	
              (1)

            	 	
              (2)

            	 	
              2-M5

            
	
              LTII3-M6

            	 	
              (1)

            	 	
              (2)

            	 	
              2-M6

            
	
              LTII3-M7

            	 	
              (1)

            	 	
              (2)

            	 	
              2-M7

            
	
              LTII3-M8

            	 	
              (1)

            	 	
              (2)

            	 	
              2-M8

            
	
              Uncertificated
                Class 2-X Interest 

            	 	
              (3)

            	 	
              (3)

            	 	
              N/A

            
	
              LTII3-IO

            	 	
              (4)

            	 	
              (4)

            	 	
              N/A

            
	
              LTII3-2AX

            	 	
              (5)

            	 	
              (5)

            	 	
              N/A

            
	
              Residual
                II Interest

            	 	
              (6)

            	 	
              (6)

            	 	
              N/A

            
	 	 	 	 	 	 	 


    

     

    
      	
              (1)

            	
              The
                interest rate with respect to any Distribution Date (and the related
                Accrual Period) for each of these REMIC II-3 Interests is a per annum
                rate
                equal to the Certificate Interest Rate for the Related Certificates,
                provided that in lieu of any Net Funds Cap set forth in the applicable
                Certificate Interest Rate, the Pool 2 Net Rate shall be used, and
                further
                provided that these REMIC II-3 Interests shall not be entitled to
                payments
                with respect to Excess Interest and shall not have any obligations
                with
                respect to Class I-II Shortfalls.

            


    

     

    
      	
              (2)

            	
              The
                initial principal amount for each of these REMIC II-3 Interests shall
                equal the initial Certificate Principal Amount of the Class of Related
                Certificates.

            


    

     

    
      	
              (3)

            	
              The
                Uncertificated Class 2-X Interest shall have an initial principal
                balance
                equal to the excess of the Cut-off Date Balance of Pool 2 over the
                aggregate initial Certificate Principal Amounts of the Pool 2
                Certificates. The Uncertificated Class 2-X Interest shall accrue
                interest
                on a notional balance equal to the 2-X Component Notional Balance
                at a
                rate equal to the 2-X Component Interest Rate. The Uncertificated
                Class
                2-X Interest shall be represented by the Class 2-X
                Certificates.

            


    

     

    



    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    


     

    
      	
              (4)

            	
              The
                Class LTII3-IO Interest shall have no principal amount and will not
                have
                an interest rate, but will be entitled to 100% of the interest accrued
                with respect to the Class LTII2-IO Interest. The Class LTII3-IO Interest
                shall be represented by the Class 2-X
                Certificates.

            


    

     

    
      	
              (5)

            	
              The
                Class LTII3-2AX Interest shall be an “interest-only” interest that shall
                not have a principal amount and, for each Distribution Date on which
                the
                Class 2-AX Certificates are entitled to distributions, shall be entitled
                to a “specified portion” of the interest accrued on each of the REMIC II-2
                Interests the Class of Related Certificates of which is a Class of
                Senior
                Certificates. Such “specified portion” shall equal all interest accrued
                thereon in excess of the interest accrued thereon at a per annum
                rate
                equal to the Certificate Interest Rate of the Class of Related
                Certificates (disregarding any Net Funds Cap). The Class LTII3-2AX
                Interest shall be represented by the Class 2-AX
                Certificates.

            


    

     

    
      	
              (6)

            	
              The
                Residual II Interest is the sole Class of residual interest in REMIC
                II-3.
                It does not have an interest rate or a principal balance. It shall
                be
                represented by the Class R
                Certificate.

            


    

     

    All
      calculations of interest on each regular interest in the SWAP II REMIC, REMIC
      II-1, REMIC II-2 and REMIC II-3 will be made on an “actual/360”
basis.

      


    Pool
      3 REMICs

     

    REMIC
      III-2 shall hold as its assets the several Classes of uncertificated REMIC
      III-1
      Regular Interests and each such REMIC III-1 Regular Interest is hereby
      designated as a regular interest in REMIC III-1. REMIC III-1 shall hold as
      its
      assets the several Classes of uncertificated SWAP III REMIC Regular Interests
      and each such SWAP III REMIC Regular Interest is hereby designated as a regular
      interest in the SWAP III REMIC. The SWAP III REMIC shall hold as its assets
      the
      property of the Trust Fund related to Pool 3 other than (i) the Pool 3 Swap
      Agreement, (ii) the Pool 3 Supplemental Interest Trust, (iii) the Pool 3
      Interest Rate Cap Agreement and the Pool 3 Interest Rate Cap Account, (iv)
      the
      Pool 3 Basis Risk Reserve Fund, (v) the rights to receive Prepayment Premiums
      distributable to the Class 3-AP Certificates and the Class P Reserve Funds,
      (vi)
      the 3-X Component Account, (vii) the assets of the Grantor Trusts established
      pursuant to Section 5.02(r) and (viii) the Lower Tier Interests.

     

    The
      SWAP III REMIC

     

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

     

    
      	
              Class
                Designation

            	
              Initial
                Principal Balance

            	
              Interest
                Rate

            
	
              SWIII-Z

            	
              $5,513,483.220

            	
              (1)

            
	
              SWIII2A

            	
              $2,681,907.500

            	
              (2)

            
	
              SWIII2B

            	
              $2,681,907.500

            	
              (3)

            
	
              SWIII3A

            	
              $2,609,125.000

            	
              (2)

            
	
              SWIII3B

            	
              $2,609,125.000

            	
              (3)

            


    


    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    


    


    
      	
              Class
                Designation

            	
              Initial
                Principal Balance

            	
              Interest
                Rate

            
	
              SWIII4A

            	
              $2,538,338.500

            	
              (2)

            
	
              SWIII4B

            	
              $2,538,338.500

            	
              (3)

            
	
              SWIII5A

            	
              $2,469,492.500

            	
              (2)

            
	
              SWIII5B

            	
              $2,469,492.500

            	
              (3)

            
	
              SWIII6A

            	
              $2,402,533.000

            	
              (2)

            
	
              SWIII6B

            	
              $2,402,533.000

            	
              (3)

            
	
              SWIII7A

            	
              $2,337,408.000

            	
              (2)

            
	
              SWIII7B

            	
              $2,337,408.000

            	
              (3)

            
	
              SWIII8A

            	
              $2,274,066.500

            	
              (2)

            
	
              SWIII8B

            	
              $2,274,066.500

            	
              (3)

            
	
              SWIII9A

            	
              $2,212,460.000

            	
              (2)

            
	
              SWIII9B

            	
              $2,212,460.000

            	
              (3)

            
	
              SWIII10A

            	
              $2,152,539.000

            	
              (2)

            
	
              SWIII10B

            	
              $2,152,539.000

            	
              (3)

            
	
              SWIII11A

            	
              $2,094,259.000

            	
              (2)

            
	
              SWIII11B

            	
              $2,094,259.000

            	
              (3)

            
	
              SWIII12A

            	
              $2,037,572.500

            	
              (2)

            
	
              SWIII12B

            	
              $2,037,572.500

            	
              (3)

            
	
              SWIII13A

            	
              $1,982,437.000

            	
              (2)

            
	
              SWIII13B

            	
              $1,982,437.000

            	
              (3)

            
	
              SWIII14A

            	
              $1,928,809.500

            	
              (2)

            
	
              SWIII14B

            	
              $1,928,809.500

            	
              (3)

            
	
              SWIII15A

            	
              $1,876,647.000

            	
              (2)

            
	
              SWIII15B

            	
              $1,876,647.000

            	
              (3)

            
	
              SWIII16A

            	
              $1,825,911.500

            	
              (2)

            
	
              SWIII16B

            	
              $1,825,911.500

            	
              (3)

            
	
              SWIII17A

            	
              $1,776,561.000

            	
              (2)

            
	
              SWIII17B

            	
              $1,776,561.000

            	
              (3)

            
	
              SWIII18A

            	
              $1,728,558.500

            	
              (2)

            
	
              SWIII18B

            	
              $1,728,558.500

            	
              (3)

            
	
              SWIII19A

            	
              $1,681,868.000

            	
              (2)

            
	
              SWIII19B

            	
              $1,681,868.000

            	
              (3)

            
	
              SWIII20A

            	
              $1,636,451.000

            	
              (2)

            
	
              SWIII20B

            	
              $1,636,451.000

            	
              (3)

            
	
              SWIII21A

            	
              $1,592,274.000

            	
              (2)

            
	
              SWIII21B

            	
              $1,592,274.000

            	
              (3)

            
	
              SWIII22A

            	
              $1,549,302.000

            	
              (2)

            
	
              SWIII22B

            	
              $1,549,302.000

            	
              (3)

            
	
              SWIII23A

            	
              $1,507,502.500

            	
              (2)

            
	
              SWIII23B

            	
              $1,507,502.500

            	
              (3)

            
	
              SWIII24A

            	
              $1,466,842.500

            	
              (2)

            
	
              SWIII24B

            	
              $1,466,842.500

            	
              (3)

            


    


    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    


    


    
      	
              Class
                Designation

            	
              Initial
                Principal Balance

            	
              Interest
                Rate

            
	
              SWIII25A

            	
              $1,427,291.500

            	
              (2)

            
	
              SWIII25B

            	
              $1,427,291.500

            	
              (3)

            
	
              SWIII26A

            	
              $1,388,818.000

            	
              (2)

            
	
              SWIII26B

            	
              $1,388,818.000

            	
              (3)

            
	
              SWIII27A

            	
              $1,351,392.500

            	
              (2)

            
	
              SWIII27B

            	
              $1,351,392.500

            	
              (3)

            
	
              SWIII28A

            	
              $1,314,987.500

            	
              (2)

            
	
              SWIII28B

            	
              $1,314,987.500

            	
              (3)

            
	
              SWIII29A

            	
              $1,279,572.500

            	
              (2)

            
	
              SWIII29B

            	
              $1,279,572.500

            	
              (3)

            
	
              SWIII30A

            	
              $1,245,122.500

            	
              (2)

            
	
              SWIII30B

            	
              $1,245,122.500

            	
              (3)

            
	
              SWIII31A

            	
              $1,211,609.500

            	
              (2)

            
	
              SWIII31B

            	
              $1,211,609.500

            	
              (3)

            
	
              SWIII32A

            	
              $1,179,942.000

            	
              (2)

            
	
              SWIII32B

            	
              $1,179,942.000

            	
              (3)

            
	
              SWIII33A

            	
              $1,148,866.500

            	
              (2)

            
	
              SWIII33B

            	
              $1,148,866.500

            	
              (3)

            
	
              SWIII34A

            	
              $1,118,769.500

            	
              (2)

            
	
              SWIII34B

            	
              $1,118,769.500

            	
              (3)

            
	
              SWIII35A

            	
              $18,305,867.500

            	
              (2)

            
	
              SWIII35B

            	
              $18,305,867.500

            	
              (3)

            
	
              SWIII36A

            	
              $599,876.500

            	
              (2)

            
	
              SWIII36B

            	
              $599,876.500

            	
              (3)

            
	
              SWIII37A

            	
              $583,760.000

            	
              (2)

            
	
              SWIII37B

            	
              $583,760.000

            	
              (3)

            
	
              SWIII38A

            	
              $568,081.500

            	
              (2)

            
	
              SWIII38B

            	
              $568,081.500

            	
              (3)

            
	
              SWIII39A

            	
              $552,828.000

            	
              (2)

            
	
              SWIII39B

            	
              $552,828.000

            	
              (3)

            
	
              SWIII40A

            	
              $537,989.000

            	
              (2)

            
	
              SWIII40B

            	
              $537,989.000

            	
              (3)

            
	
              SWIII41A

            	
              $523,553.000

            	
              (2)

            
	
              SWIII41B

            	
              $523,553.000

            	
              (3)

            
	
              SWIII42A

            	
              $509,507.500

            	
              (2)

            
	
              SWIII42B

            	
              $509,507.500

            	
              (3)

            
	
              SWIII43A

            	
              $495,843.500

            	
              (2)

            
	
              SWIII43B

            	
              $495,843.500

            	
              (3)

            
	
              SWIII44A

            	
              $482,550.000

            	
              (2)

            
	
              SWIII44B

            	
              $482,550.000

            	
              (3)

            
	
              SWIII45A

            	
              $469,616.500

            	
              (2)

            
	
              SWIII45B

            	
              $469,616.500

            	
              (3)

            


    


    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

    


    


    
      	
              Class
                Designation

            	
              Initial
                Principal Balance

            	
              Interest
                Rate

            
	
              SWIII46A

            	
              $457,033.500

            	
              (2)

            
	
              SWIII46B

            	
              $457,033.500

            	
              (3)

            
	
              SWIII47A

            	
              $444,791.500

            	
              (2)

            
	
              SWIII47B

            	
              $444,791.500

            	
              (3)

            
	
              SWIII48A

            	
              $433,722.000

            	
              (2)

            
	
              SWIII48B

            	
              $433,722.000

            	
              (3)

            
	
              SWIII49A

            	
              $422,089.500

            	
              (2)

            
	
              SWIII49B

            	
              $422,089.500

            	
              (3)

            
	
              SWIII50A

            	
              $411,728.000

            	
              (2)

            
	
              SWIII50B

            	
              $411,728.000

            	
              (3)

            
	
              SWIII51A

            	
              $441,231.500

            	
              (2)

            
	
              SWIII51B

            	
              $441,231.500

            	
              (3)

            
	
              SWIII52A

            	
              $14,644,356.000

            	
              (2)

            
	
              SWIII52B

            	
              $14,644,356.000

            	
              (3)

            
	
              SWIII-R

            	
              (4)

            	
              (4)

            


    

                

    
      	
              (1)

            	
              The
                interest rate on the Class SWIII-Z Interest shall be a per annum
                rate
                equal to the Pool 3 Net WAC.

            


    

     

    
      	
              (2)

            	
              For
                any Distribution Date, the interest rate on each SWAP III REMIC Regular
                Interest ending with the designation “A” shall be a per annum rate equal
                to 2 times the Pool 3 Net WAC, subject to a maximum rate of 2 times
                the
                REMIC Swap III Rate for such Distribution
                Date.

            


    

     

    
      	
              (3)

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

            


    

     

    
      	
              (4)

            	
              The
                Class SWIII-R Interest shall have no principal amount and shall bear
                no
                interest. It shall be represented by the Class R
                Certificate.

            


    


    
      
        
        

      

      
        -15-

        
          

        

      

      
        
        

      

    


     

    REMIC
      III-1

     

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

     

    
      	
              Class
                Designation

            	
              Interest
                Rate

            	
              Initial
                Class 

              Principal
                Amount

            	
              Corresponding
                Class of Certificates

            
	
              LTIII1-3A1

            	
              (1)

            	
              (2)

            	
              3-A1

            
	
              LTIII1-3A2

            	
              (1)

            	
              (2)

            	
              3-A2

            
	
              LTIII1-3A3

            	
              (1)

            	
              (2)

            	
              3-A3

            
	
              LTIII1-3M1

            	
              (1)

            	
              (2)

            	
              3-M1

            
	
              LTIII1-3M2

            	
              (1)

            	
              (2)

            	
              3-M2

            
	
              LTIII1-3M3

            	
              (1)

            	
              (2)

            	
              3-M3

            
	
              LTIII1-3M4

            	
              (1)

            	
              (2)

            	
              3-M4

            
	
              LTIII1-3M5

            	
              (1)

            	
              (2)

            	
              3-M5

            
	
              LTIII1-3M6

            	
              (1)

            	
              (2)

            	
              3-M6

            
	
              LTIII1-3M7

            	
              (1)

            	
              (2)

            	
              3-M7

            
	
              LTIII1-3M8

            	
              (1)

            	
              (2)

            	
              3-M8

            
	
              LTIII1-X

            	
              (1)

            	
              (3)

            	
              N/A

            
	
              LTIII1-IO

            	
              (4)

            	
              (4)

            	
              N/A

            
	
              LTIII1-R

            	
              (5)

            	
              (5)

            	
              N/A

            


    

                

    
      	
              (1)

            	
              The
                interest rate with respect to any Distribution Date (and the related
                Accrual Period) for each of these REMIC III-1 Interests is a per
                annum
                rate equal to the weighted average of the interest rates on the SWAP
                III
                REMIC Regular Interests for such Distribution Date, provided however,
                that
                for any Distribution Date on which the Class LTIII1-IO Interest is
                entitled to a portion of interest accruals on a SWAP III REMIC Regular
                Interest ending with a designation “A” as described in footnote 4 below,
                such weighted average shall be computed by first subjecting the rate
                on
                such SWAP III REMIC Regular Interest to a cap equal to Swap III LIBOR
                for
                such Distribution Date.

            


    

     

    
      	
              (2)

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

            


    

     

    
      	
              (3)

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

            


    

     

    
      	
              (4)

            	
              The
                Class LTIII1-IO Interest is an interest-only class that does not
                have a
                principal balance. For only those Distribution Dates listed in the
                first
                column of the table below, the Class LTIII1-IO shall be entitled
                to
                interest accrued on the SWAP III REMIC Regular Interest listed in
                the
                second column below at a per annum rate equal to the excess, if any,
                of
                (i) the interest rate for such SWAP III REMIC Regular Interest for
                such
                Distribution Date over (ii) Swap III LIBOR for such Distribution
                Date.

            


    


    
      
        
        

      

      
        -16-

        
          

        

      

      
        
        

      

    

     

     

    
      	
              Distribution
                Date

            	
              SWAP
                REMIC Regular Interest

            
	
              2

            	
              Class
                SWIII2A

            
	
              2-3

            	
              Class
                SWIII3A

            
	
              2-4

            	
              Class
                SWIII4A

            
	
              2-5

            	
              Class
                SWIII5A

            
	
              2-6

            	
              Class
                SWIII6A

            
	
              2-7

            	
              Class
                SWIII7A

            
	
              2-8

            	
              Class
                SWIII8A

            
	
              2-9

            	
              Class
                SWIII9A

            
	
              2-10

            	
              Class
                SWIII10A

            
	
              2-11

            	
              Class
                SWIII11A

            
	
              2-12

            	
              Class
                SWIII12A

            
	
              2-13

            	
              Class
                SWIII13A

            
	
              2-14

            	
              Class
                SWIII14A

            
	
              2-15

            	
              Class
                SWIII15A

            
	
              2-16

            	
              Class
                SWIII16A

            
	
              2-17

            	
              Class
                SWIII17A

            
	
              2-18

            	
              Class
                SWIII18A

            
	
              2-19

            	
              Class
                SWIII19A

            
	
              2-20

            	
              Class
                SWIII20A

            
	
              2-21

            	
              Class
                SWIII21A

            
	
              2-22

            	
              Class
                SWIII22A

            
	
              2-23

            	
              Class
                SWIII23A

            
	
              2-24

            	
              Class
                SWIII24A

            
	
              2-25

            	
              Class
                SWIII25A

            
	
              2-26

            	
              Class
                SWIII26A

            
	
              2-27

            	
              Class
                SWIII27A

            
	
              2-28

            	
              Class
                SWIII28A

            
	
              2-29

            	
              Class
                SWIII29A

            
	
              2-30

            	
              Class
                SWIII30A

            
	
              2-31

            	
              Class
                SWIII31A

            
	
              2-32

            	
              Class
                SWIII32A

            
	
              2-33

            	
              Class
                SWIII33A

            
	
              2-34

            	
              Class
                SWIII34A

            
	
              2-35

            	
              Class
                SWIII35A

            
	
              2-36

            	
              Class
                SWIII36A

            
	
              2-37

            	
              Class
                SWIII37A

            
	
              2-38

            	
              Class
                SWIII38A

            
	
              2-39

            	
              Class
                SWIII39A

            
	
              2-40

            	
              Class
                SWIII40A

            
	
              2-41

            	
              Class
                SWIII41A

            
	
              2-42

            	
              Class
                SWIII42A

            
	
              2-43

            	
              Class
                SWIII43A

            
	
              2-44

            	
              Class
                SWIII44A

            
	
              2-45

            	
              Class
                SWIII45A

            
	
              2-46

            	
              Class
                SWIII46A

            
	
              2-47

            	
              Class
                SWIII47A

            
	
              2-48

            	
              Class
                SWIII48A

            
	
              2-49

            	
              Class
                SWIII49A

            
	
              2-50

            	
              Class
                SWIII50A

            
	
              2-51

            	
              Class
                SWIII51A

            
	
              2-52

            	
              Class
                SWIII52A

            


    

     

    



    
      
        
        

      

      
        -17-

        
          

        

      

      
        
        

      

    


     

    
      	
              (5)

            	
              The
                Class LTIII1-R Interest is the sole Class of residual interest in
                REMIC
                III-1. It does not have an interest rate or a principal balance.
                It shall
                be represented by the Class R
                Certificate.

            


    

     

    REMIC
      III-2

     

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

     

    
      	
              Class
                Designation

            	
              Interest
                Rate

            	
              Initial
                Class 

              Principal
                Amount

            	
              Class
                of Related Certificates

            
	
              LTIII2-3A1

            	
              (1)

            	
              (2)

            	
              3-A1

            
	
              LTIII2-3A2

            	
              (1)

            	
              (2)

            	
              3-A2

            
	
              LTIII2-3A3

            	
              (1)

            	
              (2)

            	
              3-A3

            
	
              LTIII2-3M1

            	
              (1)

            	
              (2)

            	
              3-M1

            
	
              LTIII2-3M2

            	
              (1)

            	
              (2)

            	
              3-M2

            
	
              LTIII2-3M3

            	
              (1)

            	
              (2)

            	
              3-M3

            
	
              LTIII2-3M4

            	
              (1)

            	
              (2)

            	
              3-M4

            
	
              LTIII2-3M5

            	
              (1)

            	
              (2)

            	
              3-M5

            
	
              LTIII2-3M6

            	
              (1)

            	
              (2)

            	
              3-M6

            
	
              LTIII2-3M7

            	
              (1)

            	
              (2)

            	
              3-M7

            
	
              LTIII2-3M8

            	
              (1)

            	
              (2)

            	
              3-M8

            
	
              Uncertificated
                Class 3-X Interest 

            	
              (3)

            	
              (3)

            	
              N/A

            
	
              LTIII2-IO

            	
              (4)

            	
              (4)

            	
              N/A

            
	
              Residual
                III Interest

            	
              (5)

            	
              (5)

            	
              N/A

            


    

                

    
      	
              (1)

            	
              The
                interest rate with respect to any Distribution Date (and the related
                Accrual Period) for each of these REMIC III-2 Interests is a per
                annum
                rate equal to the Certificate Interest Rate for the Related Certificates,
                provided that in lieu of the Pool 3 Net Funds Cap set forth in the
                applicable Certificate Interest Rate, the Pool 3 Net Rate (as adjusted,
                in
                the case of any such REMIC III-2 Interest the Class of Related
                Certificates of which accrues interest on the basis of a 360-day
                year
                consisting of twelve 30-day months, to reflect accruals on the basis
                of a
                360-day year consisting of twelve 30-day months) shall be
                used.

            


    

     

    
      	
              (2)

            	
              The
                initial principal balance for each of these REMIC III-2 Interests
                shall
                equal the initial principal balance of the Related
                Certificates.

            


    

     

    
      	
              (3)

            	
              The
                Uncertificated Class 3-X Interest shall have an initial principal
                balance
                equal to the excess of the Cut-off Date Balance of Pool 3 over the
                aggregate initial Certificate Principal Amounts of the Pool 3
                Certificates. The Uncertificated Class 3-X Interest shall accrue
                interest
                on a notional balance equal to the 3-X Component Notional Balance
                at a
                rate equal to the 3-X Component Interest Rate. The Uncertificated
                Class
                3-X Interest shall be represented by the Class 3-X
                Certificates.

            


    

     

    
      	
              (4)

            	
              The
                Class LTIII2-IO Interest shall have no principal amount and will
                not have
                an interest rate, but will be entitled to 100% of the interest accrued
                with respect to the Class LTIII1-IO Interest. The Class LTIII2-IO
                Interest
                shall be represented by the Class 3-X
                Certificates.

            


    

     

    
      	
              (5)

            	
              The
                Residual III Interest is the sole Class of residual interest in REMIC
                III-2. It does not have an interest rate or a principal balance.
                It shall
                be represented by the Class R
                Certificate.

            


    

     

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


    
      
        
        

      

      
        -18-

        
          

        

      

      
        
        

      

    


     

    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. Each LIBOR Certificate that is a Pool 1
      Certificate, the Class 1-AX Certificate and the Class 1-X Certificate represents
      ownership of regular interests in REMIC I-2. Each LIBOR Certificate that is
      a
      Pool 2 Certificate, the Class 2-AX Certificate and the Class 2-X Certificate
      represents ownership of regular interests in REMIC II-3. Each Pool 3 Certificate
      and the Class 3-X Certificate represents ownership of regular interests in
      REMIC
      III-2. Each Grantor Trust Certificate represents a beneficial interest in a
      Grantor Trust, the assets of which consist of the related Underlying Interest,
      the related Deferred Interest Cap Agreement and the related Deferred Interest
      Cap Account.

     

    
      	
              Class
                Designation

            	
              Interest
                Rate

            	
              Initial
                Class 

              Principal
                

              Amount
                or 

              Notional
                

              Amount

            	
              Minimum
                Denominations

            
	
              Class
                1-A1 Underlying Interest 

            	
              (1)

            	
              $304,780,000

            	 
	
              Class
                1-A1

            	
              (2)

            	
              $304,780,000

            	
              $25,000.00

            
	
              Class
                1-A2 Underlying Interest 

            	
              (3)

            	
              $107,726,000

            	 
	
              Class
                1-A2 

            	
              (4)

            	
              $107,726,000

            	
              $25,000.00

            
	
              Class
                1-A3A Underlying Interest 

            	
              (5)

            	
              $215,925,000

            	 
	
              Class
                1-A3A

            	
              (6)

            	
              $215,925,000

            	
              $25,000.00

            
	
              Class
                1-A3B Underlying Interest 

            	
              (7)

            	
              $23,992,000

            	 
	
              Class
                1-A3B 

            	
              (8)

            	
              $23,992,000

            	
              $25,000.00

            
	
              Class
                1-AX

            	
              (9)

            	
              $652,423,000

            	
              $1,000,000.00

            
	
              Class
                2-A1

            	
              (10)

            	
              $232,912,000

            	
              $25,000.00

            
	
              Class
                2-A2 

            	
              (11)

            	
              $88,857,000

            	
              $25,000.00

            
	
              Class
                2-A3

            	
              (12)

            	
              $35,752,000

            	
              $25,000.00

            
	
              Class
                2-AX

            	
              (13)

            	
              $357,521,000

            	
              $1,000,000.00

            
	
              Class
                3-A1

            	
              (14)

            	
              $123,204,000

            	
              $25,000.00

            
	
              Class
                3-A2 

            	
              (15)

            	
              $
                46,818,000

            	
              $25,000.00

            
	
              Class
                3-A3

            	
              (16)

            	
              $18,891,000

            	
              $25,000.00

            
	
              Class
                1-M1

            	
              (17)

            	
              $20,637,000

            	
              $100,000.00

            
	
              Class
                1-M2

            	
              (18)

            	
              $12,671,000

            	
              $100,000.00

            
	
              Class
                1-M3

            	
              (19)

            	
              $5,068,000

            	
              $100,000.00

            
	
              Class
                1-M4

            	
              (20)

            	
              $5,430,000

            	
              $100,000.00

            
	
              Class
                1-M5

            	
              (21)

            	
              $5,068,000

            	
              $100,000.00

            
	
              Class
                1-M6

            	
              (22)

            	
              $3,620,000

            	
              $100,000.00

            
	
              Class
                1-M7

            	
              (23)

            	
              $3,620,000

            	
              $100,000.00

            
	
              Class
                1-M8

            	
              (24)

            	
              $3,620,000

            	
              $100,000.00

            
	
              Class
                1-M9

            	
              (25)

            	
              $3,620,000

            	
              $100,000.00

            
	
              Class
                2-M1

            	
              (26)

            	
              $7,376,000

            	
              $100,000.00

            
	
              Class
                2-M2

            	
              (27)

            	
              $5,823,000

            	
              $100,000.00

            


    


    
      
        
        

      

      
        -19-

        
          

        

      

      
        
        

      

    


    


    
      	
              Class
                2-M3

            	
              (28)

            	
              $1,941,000

            	
              $100,000.00

            
	
              Class
                2-M4

            	
              (29)

            	
              $1,941,000

            	
              $100,000.00

            
	
              Class
                2-M5

            	
              (30)

            	
              $1,941,000

            	
              $100,000.00

            
	
              Class
                2-M6

            	
              (31)

            	
              $2,717,000

            	
              $100,000.00

            
	
              Class
                2-M7

            	
              (32)

            	
              $2,329,000

            	
              $100,000.00

            
	
              Class
                2-M8

            	
              (33)

            	
              $3,882,000

            	
              $100,000.00

            
	
              Class
                3-M1

            	
              (34)

            	
              $4,208,000

            	
              $100,000.00

            
	
              Class
                3-M2

            	
              (35)

            	
              $2,566,000

            	
              $100,000.00

            
	
              Class
                3-M3

            	
              (36)

            	
              $1,540,000

            	
              $100,000.00

            
	
              Class
                3-M4

            	
              (37)

            	
              $1,232,000

            	
              $100,000.00

            
	
              Class
                3-M5

            	
              (38)

            	
              $1,129,000

            	
              $100,000.00

            
	
              Class
                3-M6

            	
              (39)

            	
              $1,026,000

            	
              $100,000.00

            
	
              Class
                3-M7

            	
              (40)

            	
              $1,026,000

            	
              $100,000.00

            
	
              Class
                3-M8

            	
              (41)

            	
              $1,437,000

            	
              $100,000.00

            
	
              Class
                1-X

            	
              (42)

            	
              (42)

            	
              (43)

            
	
              Class
                2-X

            	
              (44)

            	
              (44)

            	
              (43)

            
	
              Class
                3-X

            	
              (44)

            	
              (44)

            	
              (43)

            
	
              Class
                1-AP

            	
              (45)

            	
              $100

            	
              $10

            
	
              Class
                2-AP

            	
              (45)

            	
              $100

            	
              $10

            
	
              Class
                3-AP

            	
              (45)

            	
              $100

            	
              $10

            
	
              Class
                1-C

            	
              (46)

            	
              (46)

            	
              (43)

            
	
              Class
                2-C

            	
              (46)

            	
              (46)

            	
              (43)

            
	
              Class
                3-C

            	
              (46)

            	
              (46)

            	
              (43)

            
	
              Class
                R

            	
              (47)

            	
              (47)

            	
              (43)

            


    

                

    
      	
              (1)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class 1-A1 Underlying Interest is
                the per
                annum rate equal to the lesser of (i) LIBOR plus 0.100% (the “1-A1U
                Margin”) and (ii) the Pool 1 Net Funds Cap for such Distribution Date;
                provided, that if the Pool 1 Mortgage Loans and related property
                are not
                purchased pursuant to Section 7.01(b) on the Pool 1 Initial Optional
                Termination Date, then with respect to each subsequent Distribution
                Date
                the per annum rate calculated pursuant to clause (i) above with respect
                to
                the Class 1-A1 Underlying Interest will be LIBOR plus
                0.200%.

            


    

     

    
      	
              (2)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class 1-A1 Certificates is the per
                annum
                rate equal to the lesser of (i) LIBOR plus 0.100% (the “1-A1 Margin”) and
                (ii) the Pool 1 Net Funds Cap for such Distribution Date; provided,
                that
                if the Pool 1 Mortgage Loans and related property are not purchased
                pursuant to Section 7.01(b) on the Pool 1 Initial Optional Termination
                Date, then with respect to each subsequent Distribution Date the
                per annum
                rate calculated pursuant to clause (i) above with respect to the
                Class
                1-A1 Certificates will be LIBOR plus
                0.200%.

            


    

     

    
      	
              (3)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class 1-A2 Underlying Interest is
                the per
                annum rate equal to the lesser of (i) LIBOR plus 0.150% (the “1-A2U
                Margin”) and (ii) the Pool 1 Net Funds Cap for such Distribution Date;
                provided, that if the Pool 1 Mortgage Loans and related property
                are not
                purchased pursuant to Section 7.01(b) on the Pool 1 Initial Optional
                Termination Date, then with respect to each subsequent Distribution
                Date
                the per annum rate calculated pursuant to clause (i) above with respect
                to
                the Class 1-A2 Underlying Interest will be LIBOR plus
                0.300%.

            


    

     

    
      	
              (4)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class 1-A2 Certificates is the per
                annum
                rate equal to the lesser of (i) LIBOR plus 0.150% (the “1-A2 Margin”) and
                (ii) the Pool 1 Net Funds Cap for such Distribution Date; provided,
                that
                if the Pool 1 Mortgage Loans and related property are not purchased
                pursuant to Section 7.01(b) on the Pool 1 Initial Optional Termination
                Date, then with respect to each subsequent Distribution Date the
                per annum
                rate calculated pursuant to clause (i) above with respect to the
                Class
                1-A2 Certificates will be LIBOR plus
                0.300%.

            


    


    
      
        
        

      

      
        -20-

        
          

        

      

      
        
        

      

    


     

    
      	
              (5)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class 1-A3A Underlying Interest is
                the per
                annum rate equal to the lesser of (i) LIBOR plus 0.200% (the “1-A3AU
                Margin”) and (ii) the Pool 1 Net Funds Cap for such Distribution Date;
                provided, that if the Pool 1 Mortgage Loans and related property
                are not
                purchased pursuant to Section 7.01(b) on the Pool 1 Initial Optional
                Termination Date, then with respect to each subsequent Distribution
                Date
                the per annum rate calculated pursuant to clause (i) above with respect
                to
                the Class 1-A3A Underlying Interest will be LIBOR plus
                0.400%.

            


    

     

    
      	
              (6)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class 1-A3A Certificates is the per
                annum
                rate equal to the lesser of (i) LIBOR plus 0.200% (the “1-A3A Margin”) and
                (ii) the Pool 1 Net Funds Cap for such Distribution Date; provided,
                that
                if the Pool 1 Mortgage Loans and related property are not purchased
                pursuant to Section 7.01(b) on the Pool 1 Initial Optional Termination
                Date, then with respect to each subsequent Distribution Date the
                per annum
                rate calculated pursuant to clause (i) above with respect to the
                Class
                1-A3A Certificates will be LIBOR plus
                0.400%.

            


    

     

    
      	
              (7)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class 1-A3B Underlying Interest is
                the per
                annum rate equal to the lesser of (i) LIBOR plus 0.300% (the “1-A3BU
                Margin”) and (ii) the Pool 1 Net Funds Cap for such Distribution Date;
                provided, that if the Pool 1 Mortgage Loans and related property
                are not
                purchased pursuant to Section 7.01(b) on the Pool 1 Initial Optional
                Termination Date, then with respect to each subsequent Distribution
                Date
                the per annum rate calculated pursuant to clause (i) above with respect
                to
                the Class 1-A3B Underlying Interest will be LIBOR plus
                0.600%.

            


    

     

    
      	
              (8)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class 1-A3B Certificates is the per
                annum
                rate equal to the lesser of (i) LIBOR plus 0.300% (the “1-A3B Margin”) and
                (ii) the Pool 1 Net Funds Cap for such Distribution Date; provided,
                that
                if the Pool 1 Mortgage Loans and related property are not purchased
                pursuant to Section 7.01(b) on the Pool 1 Initial Optional Termination
                Date, then with respect to each subsequent Distribution Date the
                per annum
                rate calculated pursuant to clause (i) above with respect to the
                Class
                1-A3B Certificates will be LIBOR plus
                0.600%.

            


    

     

    
      	
              (9)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class 1-AX Certificates is the per
                annum
                rate equal to the product of (A) (x) the weighted average of the
                net
                mortgage rates for the Pool 1 Mortgage Loans as of the first day
                of the
                related Collection Period minus (y) the product of (i) LIBOR plus
                0.20%
                through the Pool 1 Initial Optional Termination Date or LIBOR + 0.40%
                after the Pool 1 Initial Optional Termination Date and (ii) a fraction,
                the numerator of which is the actual number of days in the related
                Accrual
                Period and the denominator of which is 30 and (B) 50% through and
                including the Distribution Date in June 2009 or 10% following the
                Distribution Date in June 2009.

            


    

     

    
      	
              (10)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class 2-A1 Certificates is the per
                annum
                rate equal to the lesser of (i) LIBOR plus 0.180% (the “2-A1 Margin”) and
                (ii) the Pool 2 Net Funds Cap for such Distribution Date; provided,
                that
                if the Pool 2 Mortgage Loans and related property are not purchased
                pursuant to Section 7.01(b) on the Pool 2 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
                2-A1 Certificates will be LIBOR plus
                0.360%.

            


    

     

    
      	
              (11)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class 2-A2 Certificates is the per
                annum
                rate equal to the lesser of (i) LIBOR plus 0.230% (the “2-A2 Margin”) and
                (ii) the Pool 2 Net Funds Cap for such Distribution Date; provided,
                that
                if the Pool 2 Mortgage Loans and related property are not purchased
                pursuant to Section 7.01(b) on the Pool 2 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
                2-A2 Certificates will be LIBOR plus
                0.460%.

            


    

     

    
      	
              (12)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class 2-A3 Certificates is the per
                annum
                rate equal to the lesser of (i) LIBOR plus 0.280% (the “2-A3 Margin”) and
                (ii) the Pool 2 Net Funds Cap for such Distribution Date; provided,
                that
                if the Pool 2 Mortgage Loans and related property are not purchased
                pursuant to Section 7.01(b) on the Pool 2 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
                2-A3 Certificates will be LIBOR plus
                0.560%.

            


    

     

    
      	
              (13)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class 2-AX Certificates is the per
                annum
                rate equal to the lesser of (i) 0.70% per annum and (ii) the product
                of
                (1) the excess, if any, of (A) the Pool 2 Net Funds Cap related to
                the
                Pool 2 Senior Certificates over (B) the weighted average interest
                rate of
                the Pool 2 Senior Certificates (exclusive of the Class 2-AX Certificates)
                and (2) a fraction, the numerator of which is the actual number of
                days in
                the related Accrual Period and the denominator of which is
                30.

            


    


    
      
        
        

      

      
        -21-

        
          

        

      

      
        
        

      

    


     

    
      	
              (14)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class 3-A1 Certificates is the per
                annum
                rate equal to the lesser of (i) LIBOR plus 0.180% (the “3-A1 Margin”) and
                (ii) the Pool 3 Net Funds Cap for such Distribution Date; provided,
                that
                if the Pool 3 Mortgage Loans and related property are not purchased
                pursuant to Section 7.01(b) on the Pool 3 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
                3-A1 Certificates will be LIBOR plus
                0.360%.

            


    

     

    
      	
              (15)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class 3-A2 Certificates is the per
                annum
                rate equal to the lesser of (i) LIBOR plus 0.230% (the “3-A2 Margin”) and
                (ii) the Pool 3 Net Funds Cap for such Distribution Date; provided,
                that
                if the Pool 3 Mortgage Loans and related property are not purchased
                pursuant to Section 7.01(b) on the Pool 3 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
                3-A2 Certificates will be LIBOR plus
                0.460%.

            


    

     

    
      	
              (16)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class 3-A3 Certificates is the per
                annum
                rate equal to the lesser of (i) LIBOR plus 0.280% (the “3-A3 Margin”) and
                (ii) the Pool 3 Net Funds Cap for such Distribution Date; provided,
                that
                if the Pool 3 Mortgage Loans and related property are not purchased
                pursuant to Section 7.01(b) on the Pool 3 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
                3-A3 Certificates will be LIBOR plus
                0.560%.

            


    

     

    
      	
              (17)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class 1-M1 Certificates is the per
                annum
                rate equal to the lesser of (i) LIBOR plus 0.500% (the “1-M1 Margin”) and
                (ii) the Pool 1 Net Funds Cap for such Distribution Date; provided,
                that
                if the Pool 1 Mortgage Loans and related property are not purchased
                pursuant to Section 7.01(b) on the Pool 1 Initial Optional Termination
                Date, then with respect to each subsequent Distribution Date the
                per annum
                rate calculated pursuant to clause (i) above with respect to the
                Class
                1-M1 Certificates will be LIBOR plus
                0.750%.

            


    

     

    
      	
              (18)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class 1-M2 Certificates is the per
                annum
                rate equal to the lesser of (i) LIBOR plus 0.550% (the “1-M2 Margin”) and
                (ii) the Pool 1 Net Funds Cap for such Distribution Date; provided,
                that
                if the Pool 1 Mortgage Loans and related property are not purchased
                pursuant to Section 7.01(b) on the Pool 1 Initial Optional Termination
                Date, then with respect to each subsequent Distribution Date the
                per annum
                rate calculated pursuant to clause (i) above with respect to the
                Class
                1-M2 Certificates will be LIBOR plus
                0.825%.

            


    

     

    
      	
              (19)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class 1-M3 Certificates is the per
                annum
                rate equal to the lesser of (i) LIBOR plus 0.700% (the “1-M3 Margin”) and
                (ii) the Pool 1 Net Funds Cap for such Distribution Date; provided,
                that
                if the Pool 1 Mortgage Loans and related property are not purchased
                pursuant to Section 7.01(b) on the Pool 1 Initial Optional Termination
                Date, then with respect to each subsequent Distribution Date the
                per annum
                rate calculated pursuant to clause (i) above with respect to the
                Class
                1-M3 Certificates will be LIBOR plus
                1.050%.

            


    

     

    
      	
              (20)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class 1-M4 Certificates is the per
                annum
                rate equal to the lesser of (i) LIBOR plus 1.000% (the “1-M4 Margin”) and
                (ii) the Pool 1 Net Funds Cap for such Distribution Date; provided,
                that
                if the Pool 1 Mortgage Loans and related property are not purchased
                pursuant to Section 7.01(b) on the Pool 1 Initial Optional Termination
                Date, then with respect to each subsequent Distribution Date the
                per annum
                rate calculated pursuant to clause (i) above with respect to the
                Class
                1-M4 Certificates will be LIBOR plus
                1.500%.

            


    

     

    
      	
              (21)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class 1-M5 Certificates is the per
                annum
                rate equal to the lesser of (i) LIBOR plus 1.250% (the “1-M5 Margin”) and
                (ii) the Pool 1 Net Funds Cap for such Distribution Date; provided,
                that
                if the Pool 1 Mortgage Loans and related property are not purchased
                pursuant to Section 7.01(b) on the Pool 1 Initial Optional Termination
                Date, then with respect to each subsequent Distribution Date the
                per annum
                rate calculated pursuant to clause (i) above with respect to the
                Class
                1-M5 Certificates will be LIBOR plus
                1.875%.

            


    


    
      
        
        

      

      
        -22-

        
          

        

      

      
        
        

      

    


     

    
      	
              (22)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class 1-M6 Certificates is the per
                annum
                rate equal to the lesser of (i) LIBOR plus 1.750% (the “1-M6 Margin”) and
                (ii) the Pool 1 Net Funds Cap for such Distribution Date; provided,
                that
                if the Pool 1 Mortgage Loans and related property are not purchased
                pursuant to Section 7.01(b) on the Pool 1 Initial Optional Termination
                Date, then with respect to each subsequent Distribution Date the
                per annum
                rate calculated pursuant to clause (i) above with respect to the
                Class
                1-M6 Certificates will be LIBOR plus
                2.625%.

            


    

     

    
      	
              (23)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class 1-M7 Certificates is the per
                annum
                rate equal to the lesser of (i) LIBOR plus 1.750% (the “1-M7 Margin”) and
                (ii) the Pool 1 Net Funds Cap for such Distribution Date; provided,
                that
                if the Pool 1 Mortgage Loans and related property are not purchased
                pursuant to Section 7.01(b) on the Pool 1 Initial Optional Termination
                Date, then with respect to each subsequent Distribution Date the
                per annum
                rate calculated pursuant to clause (i) above with respect to the
                Class
                1-M7 Certificates will be LIBOR plus
                2.625%.

            


    

     

    
      	
              (24)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class 1-M8 Certificates is the per
                annum
                rate equal to the lesser of (i) LIBOR plus 1.750% (the “1-M8 Margin”) and
                (ii) the Pool 1 Net Funds Cap for such Distribution Date; provided,
                that
                if the Pool 1 Mortgage Loans and related property are not purchased
                pursuant to Section 7.01(b) on the Pool 1 Initial Optional Termination
                Date, then with respect to each subsequent Distribution Date the
                per annum
                rate calculated pursuant to clause (i) above with respect to the
                Class
                1-M8 Certificates will be LIBOR plus
                2.625%.

            


    

     

    
      	
              (25)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class 1-M9 Certificates is the per
                annum
                rate equal to the lesser of (i) LIBOR plus 1.750% (the “1-M9 Margin”) and
                (ii) the Pool 1 Net Funds Cap for such Distribution Date; provided,
                that
                if the Pool 1 Mortgage Loans and related property are not purchased
                pursuant to Section 7.01(b) on the Pool 1 Initial Optional Termination
                Date, then with respect to each subsequent Distribution Date the
                per annum
                rate calculated pursuant to clause (i) above with respect to the
                Class
                1-M9 Certificates will be LIBOR plus
                2.625%.

            


    

     

    
      	
              (26)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class 2-M1 Certificates is the per
                annum
                rate equal to the lesser of (i) LIBOR plus 0.500% (the “2-M1 Margin”) and
                (ii) the Pool 2 Net Funds Cap for such Distribution Date; provided,
                that
                if the Pool 2 Mortgage Loans and related property are not purchased
                pursuant to Section 7.01(b) on the Pool 2 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
                2-M1 Certificates will be LIBOR plus
                0.750%.

            


    

     

    
      	
              (27)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class 2-M2 Certificates is the per
                annum
                rate equal to the lesser of (i) LIBOR plus 0.600% (the “2-M2 Margin”) and
                (ii) the Pool 2 Net Funds Cap for such Distribution Date; provided,
                that
                if the Pool 2 Mortgage Loans and related property are not purchased
                pursuant to Section 7.01(b) on the Pool 2 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
                2-M2 Certificates will be LIBOR plus
                0.900%.

            


    

     

    
      	
              (28)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class 2-M3 Certificates is the per
                annum
                rate equal to the lesser of (i) LIBOR plus 0.800% (the “2-M3 Margin”) and
                (ii) the Pool 2 Net Funds Cap for such Distribution Date; provided,
                that
                if the Pool 2 Mortgage Loans and related property are not purchased
                pursuant to Section 7.01(b) on the Pool 2 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
                2-M3 Certificates will be LIBOR plus
                1.200%.

            


    

     

    
      	
              (29)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class 2-M4 Certificates is the per
                annum
                rate equal to the lesser of (i) LIBOR plus 1.150% (the “2-M4 Margin”) and
                (ii) the Pool 2 Net Funds Cap for such Distribution Date; provided,
                that
                if the Pool 2 Mortgage Loans and related property are not purchased
                pursuant to Section 7.01(b) on the Pool 2 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
                2-M4 Certificates will be LIBOR plus
                1.725%.

            


    

     

    
      	
              (30)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class 2-M5 Certificates is the per
                annum
                rate equal to the lesser of (i) LIBOR plus 1.400% (the “2-M5 Margin”) and
                (ii) the Pool 2 Net Funds Cap for such Distribution Date; provided,
                that
                if the Pool 2 Mortgage Loans and related property are not purchased
                pursuant to Section 7.01(b) on the Pool 2 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
                2-M5 Certificates will be LIBOR plus
                2.100%.

            


    


    
      
        
        

      

      
        -23-

        
          

        

      

      
        
        

      

    


     

    
      	
              (31)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class 2-M6 Certificates is the per
                annum
                rate equal to the lesser of (i) LIBOR plus 1.750% (the “2-M6 Margin”) and
                (ii) the Pool 2 Net Funds Cap for such Distribution Date; provided,
                that
                if the Pool 2 Mortgage Loans and related property are not purchased
                pursuant to Section 7.01(b) on the Pool 2 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
                2-M6 Certificates will be LIBOR plus
                2.625%.

            


    

     

    
      	
              (32)

            	
              The
                Class 2-M7 Certificates are principal-only certificates and will
                not be
                entitled to any distributions of
                interest.

            


    

     

    
      	
              (33)

            	
              The
                Class 2-M8 Certificates are principal-only certificates and will
                not be
                entitled to any distributions of
                interest.

            


    

     

    
      	
              (34)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class 3-M1 Certificates is the per
                annum
                rate equal to the lesser of (i) LIBOR plus 0.500% (the “3-M1 Margin”) and
                (ii) the Pool 3 Net Funds Cap for such Distribution Date; provided,
                that
                if the Pool 3 Mortgage Loans and related property are not purchased
                pursuant to Section 7.01(b) on the Pool 3 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
                3-M1 Certificates will be LIBOR plus
                0.750%.

            


    

     

    
      	
              (35)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class 3-M2 Certificates is the per
                annum
                rate equal to the lesser of (i) LIBOR plus 0.600% (the “3-M2 Margin”) and
                (ii) the Pool 3 Net Funds Cap for such Distribution Date; provided,
                that
                if the Pool 3 Mortgage Loans and related property are not purchased
                pursuant to Section 7.01(b) on the Pool 3 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
                3-M2 Certificates will be LIBOR plus
                0.900%.

            


    

     

    
      	
              (36)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class 3-M3 Certificates is the per
                annum
                rate equal to the lesser of (i) LIBOR plus 0.800% (the “3-M3 Margin”) and
                (ii) the Pool 3 Net Funds Cap for such Distribution Date; provided,
                that
                if the Pool 3 Mortgage Loans and related property are not purchased
                pursuant to Section 7.01(b) on the Pool 3 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
                3-M3 Certificates will be LIBOR plus
                1.200%.

            


    

     

    
      	
              (37)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class 3-M4 Certificates is the per
                annum
                rate equal to the lesser of (i) LIBOR plus 1.150% (the “3-M4 Margin”) and
                (ii) the Pool 3 Net Funds Cap for such Distribution Date; provided,
                that
                if the Pool 3 Mortgage Loans and related property are not purchased
                pursuant to Section 7.01(b) on the Pool 3 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
                3-M4 Certificates will be LIBOR plus
                1.725%.

            


    

     

    
      	
              (38)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class 3-M5 Certificates is the per
                annum
                rate equal to the lesser of (i) LIBOR plus 1.400% (the “3-M5 Margin”) and
                (ii) the Pool 3 Net Funds Cap for such Distribution Date; provided,
                that
                if the Pool 3 Mortgage Loans and related property are not purchased
                pursuant to Section 7.01(b) on the Pool 3 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
                3-M5 Certificates will be LIBOR plus
                2.100%.

            


    

     

    
      	
              (39)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class 3-M6 Certificates is the per
                annum
                rate equal to the lesser of (i) LIBOR plus 1.750% (the “3-M6 Margin”) and
                (ii) the Pool 3 Net Funds Cap for such Distribution Date; provided,
                that
                if the Pool 3 Mortgage Loans and related property are not purchased
                pursuant to Section 7.01(b) on the Pool 3 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
                3-M6 Certificates will be LIBOR plus
                2.625%.

            


    

     

    
      	
              (40)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class 3-M7 Certificates is the per
                annum
                rate equal to the lesser of (i) LIBOR plus 1.750% (the “3-M7 Margin”) and
                (ii) the Pool 3 Net Funds Cap for such Distribution Date; provided,
                that
                if the Pool 3 Mortgage Loans and related property are not purchased
                pursuant to Section 7.01(b) on the Pool 3 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
                3-M7 Certificates will be LIBOR plus
                2.625%.

            


    


    
      
        
        

      

      
        -24-

        
          

        

      

      
        
        

      

    


     

    
      	
              (41)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class 3-M8 Certificates is the per
                annum
                rate equal to the lesser of (i) LIBOR plus 1.750% (the “3-M8 Margin”) and
                (ii) the Pool 3 Net Funds Cap for such Distribution Date; provided,
                that
                if the Pool 3 Mortgage Loans and related property are not purchased
                pursuant to Section 7.01(b) on the Pool 3 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
                3-M8 Certificates will be LIBOR plus
                2.625%.

            


    

     

    
      	
              (42)

            	
              The
                Class 1-X Certificate shall have an initial principal balance equal
                to the
                excess of the Cut-off Date Balance of Pool 1 over the aggregate initial
                Certificate Principal Amounts of the Pool 1 Certificates. For each
                Distribution Date, the Class 1-X Certificate shall be entitled to
                the
                Class 1-X Current Interest. Unpaid interest on the Class 1-X Certificates
                shall not itself bear interest. For purposes of the REMIC Provisions,
                the
                Class 1-X Certificates shall also represent beneficial ownership
                of the
                (i) the Pool 1 Basis Risk Reserve Fund, (ii) an interest in certain
                notional principal contracts described in Section 10.01 hereof and
                (iii)
                the right to receive FPD Premiums and EPD Premiums with respect to
                Pool 1.

            


    

     

    
      	
              (43)

            	
              The
                Class 1-X, Class 2-X, Class 3-X, Class 1-C, Class 2-C and Class 3-C
                Certificates will each be issued in minimum Percentage Interests
                of 10%
                and increments of 1% thereafter. The Class R Certificate will be
                issued as
                a single Certificate evidencing the entire Percentage Interest in
                such
                Class.

            


    

     

    
      	
              (44)

            	
              For
                purposes of the REMIC Provisions, the 2-X Component of the Class
                2-X
                Certificates shall have an initial principal balance equal to the
                excess
                of the Cut-off Date Balance of Pool 2 over the aggregate initial
                Certificate Principal Amounts of the Pool 2 Certificates. For each
                Distribution Date, the 2-X Component of the Class 2-X Certificates
                shall
                be entitled to the 2-X Component Current Interest. Unpaid interest
                on the
                2-X Component of the Class 2-X Certificates shall not itself bear
                interest. The 2-S-X Component of the Class 2-X Certificates shall
                represent an interest-only regular interest in REMIC II-3 and shall
                represent beneficial ownership of the Pool 2 Supplemental Interest
                Trust
                Account, including the Pool 2 Swap Agreement. For purposes of the
                REMIC
                Provisions, the 2-C-X Component of the Class 2-X Certificates shall
                represent beneficial ownership of the Pool 2 Interest Rate Cap Agreement.
                For the purposes of the REMIC Provisions, the Class 2-X Certificates
                shall
                also represent beneficial ownership of (i) the Pool 2 Basis Risk
                Reserve
                Fund and (ii) an interest in certain notional principal contracts
                described in Section 10.01 hereof. For purposes of the REMIC Provisions,
                the 3-X Component of the Class 3-X Certificates shall have an initial
                principal balance equal to the excess of the Cut-off Date Balance
                of Pool
                3 over the aggregate initial Certificate Principal Amounts of the
                Pool 3
                Certificates. For each Distribution Date, the 3-X Component of the
                Class
                3-X Certificates shall be entitled to the 3-X Component Current Interest.
                Unpaid interest on the 3-X Component of the Class 3-X Certificates
                shall
                not itself bear interest. The 3-S-X Component of the Class 3-X
                Certificates shall represent an interest-only regular interest in
                REMIC
                III-2 and shall represent beneficial ownership of the Pool 3 Supplemental
                Interest Trust Account, including the Pool 3 Swap Agreement. For
                purposes
                of the REMIC Provisions, the 3-C-X Component of the Class 3-X Certificates
                shall represent beneficial ownership of the Pool 3 Interest Rate
                Cap
                Agreement. For the purposes of the REMIC Provisions, the Class 3-X
                Certificates shall also represent beneficial ownership of (i) the
                Pool 3
                Basis Risk Reserve Fund and (ii) an interest in certain notional
                principal
                contracts described in Section 10.01
                hereof.

            


    

     

    
      	
              (45)

            	
              The
                Class 1-AP Certificates will be entitled to receive Prepayment Premiums
                paid by borrowers upon voluntary full or partial prepayment of the
                Pool 1
                Mortgage Loans. The Class 2-AP Certificates will be entitled to receive
                Prepayment Premiums paid by borrowers upon voluntary full or partial
                prepayment of the Pool 2 Mortgage Loans. The Class 3-AP Certificates
                will
                be entitled to receive Prepayment Premiums paid by borrowers upon
                voluntary full or partial prepayment of the Pool 3 Mortgage
                Loans.

            


    

     

    
      	
              (46)

            	
              The
                Class 1-C Certificates will be issued without a Certificate Principal
                Amount and will not bear interest at a stated rate. The Class 1-C
                Certificates shall be entitled to receive all reinvestment income
                on
                amounts on deposit in the Class 1-X Account and amounts on deposit
                in the
                Class 1-X Account on the Distribution Date as described herein as
                provided
                in Section 5.02(m). The Class 2-C Certificates will be issued without
                a
                Certificate Principal Amount and will not bear interest at a stated
                rate.
                The Class 2-C Certificates shall be entitled to receive all reinvestment
                income on amounts on deposit in the 2-X Component Account and amounts
                on
                deposit in the 2-X Component Account on the Distribution Date as
                described
                herein as provided in Section 5.02(n). The Class 3-C Certificates
                will be
                issued without a Certificate Principal Amount and will not bear interest
                at a stated rate. The Class 3-C Certificates shall be entitled to
                receive
                all reinvestment income on amounts on deposit in the 3-X Component
                Account
                and amounts on deposit in the 3-X Component Account on the Distribution
                Date as described herein as provided in Section
                5.02(o).

            


    


    
      
        
        

      

      
        -25-

        
          

        

      

      
        
        

      

    

    
       

      
        	
                (47)

              	
                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 each
                  REMIC.

              


      

    

      


    As
      of the
      Cut-off Date, the Mortgage Loans had an aggregate Scheduled Principal Balance
      of
      $1,317,638,481.07.

     

    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(d)(i).

     

    1-A1U
      Margin:
      As
      defined in footnote (1) of the Preliminary Statement under the caption “The
      Certificates.”

     

    1-A1
      Margin:
      As
      defined in footnote (2) of the Preliminary Statement under the caption “The
      Certificates.”

     

    1-A2U
      Margin:
      As
      defined in footnote (3) of the Preliminary Statement under the caption “The
      Certificates.”

     

    1-A2
      Margin:
      As
      defined in footnote (4) of the Preliminary Statement under the caption “The
      Certificates.”

     

    1-A3AU
      Margin:
      As
      defined in footnote (5) of the Preliminary Statement under the caption “The
      Certificates.”

     

    1-A3A
      Margin:
      As
      defined in footnote (6) of the Preliminary Statement under the caption “The
      Certificates.”

     

    1-A3BU
      Margin:
      As
      defined in footnote (7) of the Preliminary Statement under the caption “The
      Certificates.”

     

    1-A3B
      Margin:
      As
      defined in footnote (8) of the Preliminary Statement under the caption “The
      Certificates.”

     


    
      
        
        

      

      
        -26-

        
          

        

      

      
        
        

      

    


    1-M1
      Margin:
      As
      defined in footnote (17) of the Preliminary Statement under the caption “The
      Certificates.”

     

    1-M1
      Principal Distribution Amount:
      With
      respect to any Distribution Date on or after the Pool 1 Stepdown Date and as
      long as a Pool 1 Trigger Event is not in effect with respect to such
      Distribution Date, the amount, if any, by which (x) the sum of (i) the aggregate
      Class Principal Amount of the Pool 1 Senior Certificates, in each case after
      giving effect to distributions on such Distribution Date and after the
      allocation of Net Negative Amortization, if any, for such Distribution Date,
      and
      (ii) the Class Principal Amount of the Class 1-M1 Certificates after the
      allocation of Net Negative Amortization, if any, for such Distribution Date
      and
      immediately prior to such Distribution Date exceeds (y) the 1-M1 Target
      Amount.

     

    1-M1
      Target Amount:
      With
      respect to any Distribution Date an amount equal to the lesser of (a) the
      product of (i) (x) for each distribution prior to the Distribution Date in
      July
      2013, 82.38% and (y) thereafter, 85.90% and (ii) the Pool Balance for Pool
      1 for
      such Distribution Date determined as of the last day of the related Collection
      Period immediately prior to such Distribution Date and (b) the amount, if any,
      by which (1) the Pool Balance for Pool 1 for such Distribution Date determined
      as of the last day of the related Collection Period exceeds (2) the Pool 1
      Overcollateralization Floor.

     

    1-M2
      Margin:
      As
      defined in footnote (18) of the Preliminary Statement under the caption “The
      Certificates.”

     

    1-M2
      Principal Distribution Amount:
      With
      respect to any Distribution Date on or after the Pool 1 Stepdown Date and as
      long as a Pool 1 Trigger Event is not in effect with respect to such
      Distribution Date, the amount, if any, by which (x) the sum of (i) the aggregate
      Class Principal Amount of the Pool 1 Senior Certificates and the Class 1-M1
      Certificates, in each case after giving effect to distributions on such
      Distribution Date and after the allocation of Net Negative Amortization, if
      any,
      for such Distribution Date, and (ii) the Class Principal Amount of the Class
      1-M2 Certificates after the allocation of Net Negative Amortization, if any,
      for
      such Distribution Date and immediately prior to such Distribution Date exceeds
      (y) the 1-M2 Target Amount.

     

    1-M2
      Target Amount:
      With
      respect to any Distribution Date an amount equal to the lesser of (a) the
      product of (i) (x) for each distribution prior to the Distribution Date in
      July
      2013, 86.75% and (y) thereafter, 89.40% and (ii) the Pool Balance for Pool
      1 for
      such Distribution Date determined as of the last day of the related Collection
      Period immediately prior to such Distribution Date and (b) the amount, if any,
      by which (1) the Pool Balance for Pool 1 for such Distribution Date determined
      as of the last day of the related Collection Period exceeds (2) the Pool 1
      Overcollateralization Floor.

     

    1-M3
      Margin:
      As
      defined in footnote (19) of the Preliminary Statement under the caption “The
      Certificates.”

     

    1-M3
      Principal Distribution Amount:
      With
      respect to any Distribution Date on or after the Pool 1 Stepdown Date and as
      long as a Pool 1 Trigger Event is not in effect with respect to such
      Distribution Date, the amount, if any, by which (x) the sum of (i) the aggregate
      Class Principal Amount of the Pool 1 Senior Certificates and the Class 1-M1
      Certificates and Class 1-M2 Certificates, in each case after giving effect
      to
      distributions on such Distribution Date and after the allocation of Net Negative
      Amortization, if any, for such Distribution Date, and (ii) the Class Principal
      Amount of the Class 1-M3 Certificates after the allocation of Net Negative
      Amortization, if any, for such Distribution Date and immediately prior to such
      Distribution Date exceeds (y) the 1-M3 Target Amount.

     


    
      
        
        

      

      
        -27-

        
          

        

      

      
        
        

      

    


    1-M3
      Target Amount:
      With
      respect to any Distribution Date an amount equal to the lesser of (a) the
      product of (i) (x) for each distribution prior to the Distribution Date in
      July
      2013, 88.50% and (y) thereafter, 90.80% and (ii) the Pool Balance for Pool
      1 for
      such Distribution Date determined as of the last day of the related Collection
      Period immediately prior to such Distribution Date and (b) the amount, if any,
      by which (1) the Pool Balance for Pool 1 for such Distribution Date determined
      as of the last day of the related Collection Period exceeds (2) the Pool 1
      Overcollateralization Floor.

     

    1-M4
      Margin:
      As
      defined in footnote (20) of the Preliminary Statement under the caption “The
      Certificates.”

     

    1-M4
      Principal Distribution Amount:
      With
      respect to any Distribution Date on or after the Pool 1 Stepdown Date and as
      long as a Pool 1 Trigger Event is not in effect with respect to such
      Distribution Date, the amount, if any, by which (x) the sum of (i) the aggregate
      Class Principal Amount of the Pool 1 Senior Certificates and the Class 1-M1
      Certificates, Class 1-M2 Certificates and Class 1-M3 Certificates, in each
      case
      after giving effect to distributions on such Distribution Date and after the
      allocation of Net Negative Amortization, if any, for such Distribution Date,
      and
      (ii) the Class Principal Amount of the Class 1-M4 Certificates after the
      allocation of Net Negative Amortization, if any, for such Distribution Date
      and
      immediately prior to such Distribution Date exceeds (y) the 1-M4 Target
      Amount.

     

    1-M4
      Target Amount:
      With
      respect to any Distribution Date an amount equal to the lesser of (a) the
      product of (i) (x) for each distribution prior to the Distribution Date in
      July
      2013, 90.38% and (y) thereafter, 92.30% and (ii) the Pool Balance for Pool
      1 for
      such Distribution Date determined as of the last day of the related Collection
      Period immediately prior to such Distribution Date and (b) the amount, if any,
      by which (1) the Pool Balance for Pool 1 for such Distribution Date determined
      as of the last day of the related Collection Period exceeds (2) the Pool 1
      Overcollateralization Floor.

     

    1-M5
      Margin:
      As
      defined in footnote (21) of the Preliminary Statement under the caption “The
      Certificates.”

     

    1-M5
      Principal Distribution Amount:
      With
      respect to any Distribution Date on or after the Pool 1 Stepdown Date and as
      long as a Pool 1 Trigger Event is not in effect with respect to such
      Distribution Date, the amount, if any, by which (x) the sum of (i) the aggregate
      Class Principal Amount of the Pool 1 Senior Certificates and the Class 1-M1
      Certificates, Class 1-M2 Certificates, Class 1-M3 Certificates and Class 1-M4
      Certificates, in each case after giving effect to distributions on such
      Distribution Date and after the allocation of Net Negative Amortization, if
      any,
      for such Distribution Date, and (ii) the Class Principal Amount of the Class
      1-M5 Certificates after the allocation of Net Negative Amortization, if any,
      for
      such Distribution Date and immediately prior to such Distribution Date exceeds
      (y) the 1-M5 Target Amount.

     


    
      
        
        

      

      
        -28-

        
          

        

      

      
        
        

      

    


    1-M5
      Target Amount:
      With
      respect to any Distribution Date an amount equal to the lesser of (a) the
      product of (i) (x) for each distribution prior to the Distribution Date in
      July
      2013, 92.13% and (y) thereafter, 93.70% and (ii) the Pool Balance for Pool
      1 for
      such Distribution Date determined as of the last day of the related Collection
      Period immediately prior to such Distribution Date and (b) the amount, if any,
      by which (1) the Pool Balance for Pool 1 for such Distribution Date determined
      as of the last day of the related Collection Period exceeds (2) the Pool 1
      Overcollateralization Floor.

     

    1-M6
      Margin:
      As
      defined in footnote (22) of the Preliminary Statement under the caption “The
      Certificates.”

     

    1-M6
      Principal Distribution Amount:
      With
      respect to any Distribution Date on or after the Pool 1 Stepdown Date and as
      long as a Pool 1 Trigger Event is not in effect with respect to such
      Distribution Date, the amount, if any, by which (x) the sum of (i) the aggregate
      Class Principal Amount of the Pool 1 Senior Certificates and the Class 1-M1
      Certificates, Class 1-M2 Certificates, Class 1-M3 Certificates, Class 1-M4
      Certificates and Class 1-M5 Certificates, in each case after giving effect
      to
      distributions on such Distribution Date and after the allocation of Net Negative
      Amortization, if any, for such Distribution Date, and (ii) the Class Principal
      Amount of the Class 1-M6 Certificates after the allocation of Net Negative
      Amortization, if any, for such Distribution Date and immediately prior to such
      Distribution Date exceeds (y) the 1-M6 Target Amount.

     

    1-M6
      Target Amount:
      With
      respect to any Distribution Date an amount equal to the lesser of (a) the
      product of (i) (x) for each distribution prior to the Distribution Date in
      July
      2013, 93.38% and (y) thereafter, 94.70% and (ii) the Pool Balance for Pool
      1 for
      such Distribution Date determined as of the last day of the related Collection
      Period immediately prior to such Distribution Date and (b) the amount, if any,
      by which (1) the Pool Balance for Pool 1 for such Distribution Date determined
      as of the last day of the related Collection Period exceeds (2) the Pool 1
      Overcollateralization Floor.

     

    1-M7
      Margin:
      As
      defined in footnote (23) of the Preliminary Statement under the caption “The
      Certificates.”

     

    1-M7
      Principal Distribution Amount:
      With
      respect to any Distribution Date on or after the Pool 1 Stepdown Date and as
      long as a Pool 1 Trigger Event is not in effect with respect to such
      Distribution Date, the amount, if any, by which (x) the sum of (i) the aggregate
      Class Principal Amount of the Pool 1 Senior Certificates and the Class 1-M1
      Certificates, Class 1-M2 Certificates, Class 1-M3 Certificates, Class 1-M4
      Certificates, Class 1-M5 Certificates and Class 1-M6 Certificates, in each
      case
      after giving effect to distributions on such Distribution Date and after the
      allocation of Net Negative Amortization, if any, for such Distribution Date,
      and
      (ii) the Class Principal Amount of the Class 1-M7 Certificates after the
      allocation of Net Negative Amortization, if any, for such Distribution Date
      and
      immediately prior to such Distribution Date exceeds (y) the 1-M7 Target
      Amount.

     


    
      
        
        

      

      
        -29-

        
          

        

      

      
        
        

      

    


    1-M7
      Target Amount:
      With
      respect to any Distribution Date an amount equal to the lesser of (a) the
      product of (i) (x) for each distribution prior to the Distribution Date in
      July
      2013, 94.63% and (y) thereafter, 95.70% and (ii) the Pool Balance for Pool
      1 for
      such Distribution Date determined as of the last day of the related Collection
      Period immediately prior to such Distribution Date and (b) the amount, if any,
      by which (1) the Pool Balance for Pool 1 for such Distribution Date determined
      as of the last day of the related Collection Period exceeds (2) the Pool 1
      Overcollateralization Floor.

     

    1-M8
      Margin:
      As
      defined in footnote (24) of the Preliminary Statement under the caption “The
      Certificates.”

     

    1-M8
      Principal Distribution Amount:
      With
      respect to any Distribution Date on or after the Pool 1 Stepdown Date and as
      long as a Pool 1 Trigger Event is not in effect with respect to such
      Distribution Date, the amount, if any, by which (x) the sum of (i) the aggregate
      Class Principal Amount of the Pool 1 Senior Certificates and the Class 1-M1
      Certificates, Class 1-M2 Certificates, Class 1-M3 Certificates, Class 1-M4
      Certificates, Class 1-M5 Certificates, Class 1-M6 Certificates and Class 1-M7
      Certificates, in each case after giving effect to distributions on such
      Distribution Date and after the allocation of Net Negative Amortization, if
      any,
      for such Distribution Date, and (ii) the Class Principal Amount of the Class
      1-M8 Certificates after the allocation of Net Negative Amortization, if any,
      for
      such Distribution Date and immediately prior to such Distribution Date exceeds
      (y) the 1-M8 Target Amount.

     

    1-M8
      Target Amount:
      With
      respect to any Distribution Date an amount equal to the lesser of (a) the
      product of (i) (x) for each distribution prior to the Distribution Date in
      July
      2013, 95.88% and (y) thereafter, 96.70% and (ii) the Pool Balance for Pool
      1 for
      such Distribution Date determined as of the last day of the related Collection
      Period immediately prior to such Distribution Date and (b) the amount, if any,
      by which (1) the Pool Balance for Pool 1 for such Distribution Date determined
      as of the last day of the related Collection Period exceeds (2) the Pool 1
      Overcollateralization Floor.

     

    1-M9
      Margin:
      As
      defined in footnote (25) of the Preliminary Statement under the caption “The
      Certificates.”

     

    1-M9
      Principal Distribution Amount:
      With
      respect to any Distribution Date on or after the Pool 1 Stepdown Date and as
      long as a Pool 1 Trigger Event is not in effect with respect to such
      Distribution Date, the amount, if any, by which (x) the sum of (i) the aggregate
      Class Principal Amount of the Pool 1 Senior Certificates and the Class 1-M1
      Certificates, Class 1-M2 Certificates, Class 1-M3 Certificates, Class 1-M4
      Certificates, Class 1-M5 Certificates, Class 1-M6 Certificates, Class 1-M7
      Certificates and Class 1-M8 Certificates, in each case after giving effect
      to
      distributions on such Distribution Date and after the allocation of Net Negative
      Amortization, if any, for such Distribution Date, and (ii) the Class Principal
      Amount of the Class 1-M9 Certificates after the allocation of Net Negative
      Amortization, if any, for such Distribution Date and immediately prior to such
      Distribution Date exceeds (y) the 1-M9 Target Amount.

     

    1-M9
      Target Amount:
      With
      respect to any Distribution Date an amount equal to the lesser of (a) the
      product of (i) (x) for each distribution prior to the Distribution Date in
      July
      2013, 97.13% and (y) thereafter, 97.70% and (ii) the Pool Balance for Pool
      1 for
      such Distribution Date determined as of the last day of the related Collection
      Period immediately prior to such Distribution Date and (b) the amount, if any,
      by which (1) the Pool Balance for Pool 1 for such Distribution Date determined
      as of the last day of the related Collection Period exceeds (2) the Pool 1
      Overcollateralization Floor.

     


    
      
        
        

      

      
        -30-

        
          

        

      

      
        
        

      

    


    2-A1
      Margin:
      As
      defined in footnote (10) of the Preliminary Statement under the caption “The
      Certificates.”

     

    2-A2
      Margin:
      As
      defined in footnote (11) of the Preliminary Statement under the caption “The
      Certificates.”

     

    2-A3
      Margin:
      As
      defined in footnote (12) of the Preliminary Statement under the caption “The
      Certificates.”

     

    2-C-X
      Component:
      The
      portion of the Class 2-X Certificates representing the right to distributions
      to
      the Class 2-X Certificates from the Pool 2 Interest Rate Cap
      Agreement.

     

    2-M1
      Margin:
      As
      defined in footnote (26) of the Preliminary Statement under the caption “The
      Certificates”.

     

    2-M1
      Principal Distribution Amount:
      With
      respect to any Distribution Date on or after the Pool 2 Stepdown Date and as
      long as a Pool 2 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 Pool 2 Senior Certificates, in each case after
      giving effect to distributions on such Distribution Date and after the
      allocation of Net Negative Amortization, if any, for such Distribution Date,
      and
      (ii) the Class Principal Amount of the Class 2-M1 Certificates after the
      allocation of Net Negative Amortization, if any, for such Distribution Date
      and
      immediately prior to such Distribution Date exceeds (y) the 2-M1 Target
      Amount.

     

    2-M1
      Target Amount:
      With
      respect to any Distribution Date an amount equal to the lesser of (a) the
      product of (i) (x) for each distribution prior to the Distribution Date in
      July
      2013, 85.00% and (y) thereafter, 88.00% and (ii) the Pool Balance for Pool
      2 for
      such Distribution Date determined as of the last day of the related Collection
      Period immediately prior to such Distribution Date and (b) the amount, if any,
      by which (1) the Pool Balance for Pool 2 for such Distribution Date determined
      as of the last day of the related Collection Period exceeds (2) the Pool 2
      Overcollateralization Floor.

     

    2-M2
      Margin:
      As
      defined in footnote (27) of the Preliminary Statement under the caption “The
      Certificates”.

     

    2-M2
      Principal Distribution Amount:
      With
      respect to any Distribution Date on or after the Pool 2 Stepdown Date and as
      long as a Pool 2 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 Pool 2 Senior Certificates and the Class 2-M1
      Certificates, in each case after giving effect to distributions on such
      Distribution Date and after the allocation of Net Negative Amortization, if
      any,
      for such Distribution Date, and (ii) the Class Principal Amount of the Class
      2-M2 Certificates after the allocation of Net Negative Amortization, if any,
      for
      such Distribution Date and immediately prior to such Distribution Date exceeds
      (y) the 2-M2 Target Amount.

     


    
      
        
        

      

      
        -31-

        
          

        

      

      
        
        

      

    


    2-M2
      Target Amount:
      With
      respect to any Distribution Date an amount equal to the lesser of (a) the
      product of (i) (x) for each distribution prior to the Distribution Date in
      July
      2013, 88.75% and (y) thereafter, 91.00% and (ii) the Pool Balance for Pool
      2 for
      such Distribution Date determined as of the last day of the related Collection
      Period immediately prior to such Distribution Date and (b) the amount, if any,
      by which (1) the Pool Balance for Pool 2 for such Distribution Date determined
      as of the last day of the related Collection Period exceeds (2) the Pool 2
      Overcollateralization Floor.

     

    2-M3
      Margin:
      As
      defined in footnote (28) of the Preliminary Statement under the caption “The
      Certificates”.

     

    2-M3
      Principal Distribution Amount:
      With
      respect to any Distribution Date on or after the Pool 2 Stepdown Date and as
      long as a Pool 2 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 Pool 2 Senior Certificates and the Class 2-M1
      Certificates and Class 2-M2 Certificates, in each case after giving effect
      to
      distributions on such Distribution Date and after the allocation of Net Negative
      Amortization, if any, for such Distribution Date, and (ii) the Class Principal
      Amount of the Class 2-M3 Certificates after the allocation of Net Negative
      Amortization, if any, for such Distribution Date and immediately prior to such
      Distribution Date exceeds (y) the 2-M3 Target Amount.

     

    2-M3
      Target Amount:
      With
      respect to any Distribution Date an amount equal to the lesser of (a) the
      product of (i) (x) for each distribution prior to the Distribution Date in
      July
      2013, 90.00% and (y) thereafter, 92.00% and (ii) the Pool Balance for Pool
      2 for
      such Distribution Date determined as of the last day of the related Collection
      Period immediately prior to such Distribution Date and (b) the amount, if any,
      by which (1) the Pool Balance for Pool 2 for such Distribution Date determined
      as of the last day of the related Collection Period exceeds (2) the Pool 2
      Overcollateralization Floor.

     

    2-M4
      Margin:
      As
      defined in footnote (29) of the Preliminary Statement under the caption “The
      Certificates”.

     

    2-M4
      Principal Distribution Amount:
      With
      respect to any Distribution Date on or after the Pool 2 Stepdown Date and as
      long as a Pool 2 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 Pool 2 Senior Certificates and the Class 2-M1
      Certificates, Class 2-M2 Certificates and Class 2-M3 Certificates, in each case
      after giving effect to distributions on such Distribution Date and after the
      allocation of Net Negative Amortization, if any, for such Distribution Date,
      and
      (ii) the Class Principal Amount of the Class 2-M4 Certificates after the
      allocation of Net Negative Amortization, if any, for such Distribution Date
      and
      immediately prior to such Distribution Date exceeds (y) the 2-M4 Target
      Amount.

     

    2-M4
      Target Amount:
      With
      respect to any Distribution Date an amount equal to the lesser of (a) the
      product of (i) (x) for each distribution prior to the Distribution Date in
      July
      2013, 91.25% and (y) thereafter, 93.00% and (ii) the Pool Balance for Pool
      2 for
      such Distribution Date determined as of the last day of the related Collection
      Period immediately prior to such Distribution Date and (b) the amount, if any,
      by which (1) the Pool Balance for Pool 2 for such Distribution Date determined
      as of the last day of the related Collection Period exceeds (2) the Pool 2
      Overcollateralization Floor.

     


    
      
        
        

      

      
        -32-

        
          

        

      

      
        
        

      

    


    2-M5
      Margin:
      As
      defined in footnote (30) of the Preliminary Statement under the caption “The
      Certificates”.

     

    2-M5
      Principal Distribution Amount:
      With
      respect to any Distribution Date on or after the Pool 2 Stepdown Date and as
      long as a Pool 2 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 Pool 2 Senior Certificates and the Class 2-M1
      Certificates, Class 2-M2 Certificates, Class 2-M3 Certificates and Class 2-M4
      Certificates, in each case after giving effect to distributions on such
      Distribution Date and after the allocation of Net Negative Amortization, if
      any,
      for such Distribution Date, and (ii) the Class Principal Amount of the Class
      2-M5 Certificates after the allocation of Net Negative Amortization, if any,
      for
      such Distribution Date and immediately prior to such Distribution Date exceeds
      (y) the 2-M5 Target Amount.

     

    2-M5
      Target Amount:
      With
      respect to any Distribution Date an amount equal to the lesser of (a) the
      product of (i) (x) for each distribution prior to the Distribution Date in
      July
      2013, 92.50% and (y) thereafter, 94.00% and (ii) the Pool Balance for Pool
      2 for
      such Distribution Date determined as of the last day of the related Collection
      Period immediately prior to such Distribution Date and (b) the amount, if any,
      by which (1) the Pool Balance for Pool 2 for such Distribution Date determined
      as of the last day of the related Collection Period exceeds (2) the Pool 2
      Overcollateralization Floor.

     

    2-M6
      Margin:
      As
      defined in footnote (31) of the Preliminary Statement under the caption “The
      Certificates”.

     

    2-M6
      Principal Distribution Amount:
      With
      respect to any Distribution Date on or after the Pool 2 Stepdown Date and as
      long as a Pool 2 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 Pool 2 Senior Certificates and the Class 2-M1
      Certificates, Class 2-M2 Certificates, Class 2-M3 Certificates, Class 2-M4
      Certificates and Class 2-M5 Certificates, in each case after giving effect
      to
      distributions on such Distribution Date and after the allocation of Net Negative
      Amortization, if any, for such Distribution Date, and (ii) the Class Principal
      Amount of the Class 2-M6 Certificates after the allocation of Net Negative
      Amortization, if any, for such Distribution Date and immediately prior to such
      Distribution Date exceeds (y) the 2-M6 Target Amount.

     

    2-M6
      Target Amount:
      With
      respect to any Distribution Date an amount equal to the lesser of (a) the
      product of (i) (x) for each distribution prior to the Distribution Date in
      July
      2013, 94.25% and (y) thereafter, 95.40% and (ii) the Pool Balance for Pool
      2 for
      such Distribution Date determined as of the last day of the related Collection
      Period immediately prior to such Distribution Date and (b) the amount, if any,
      by which (1) the Pool Balance for Pool 2 for such Distribution Date determined
      as of the last day of the related Collection Period exceeds (2) the Pool 2
      Overcollateralization Floor.

     


    
      
        
        

      

      
        -33-

        
          

        

      

      
        
        

      

    


    2-M7
      Principal Distribution Amount:
      With
      respect to any Distribution Date on or after the Pool 2 Stepdown Date and as
      long as a Pool 2 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 Pool 2 Senior Certificates and the Class 2-M1
      Certificates, Class 2-M2 Certificates, Class 2-M3 Certificates, Class 2-M4
      Certificates, Class 2-M5 Certificates and Class 2-M6 Certificates, in each
      case
      after giving effect to distributions on such Distribution Date and after the
      allocation of Net Negative Amortization, if any, for such Distribution Date,
      and
      (ii) the Class Principal Amount of the Class 2-M7 Certificates after the
      allocation of Net Negative Amortization, if any, for such Distribution Date
      and
      immediately prior to such Distribution Date exceeds (y) the 2-M7 Target
      Amount.

     

    2-M7
      Target Amount:
      With
      respect to any Distribution Date an amount equal to the lesser of (a) the
      product of (i) (x) for each distribution prior to the Distribution Date in
      July
      2013, 95.75% and (y) thereafter, 96.60% and (ii) the Pool Balance for Pool
      2 for
      such Distribution Date determined as of the last day of the related Collection
      Period immediately prior to such Distribution Date and (b) the amount, if any,
      by which (1) the Pool Balance for Pool 2 for such Distribution Date determined
      as of the last day of the related Collection Period exceeds (2) the Pool 2
      Overcollateralization Floor.

     

    2-M8
      Principal Distribution Amount:
      With
      respect to any Distribution Date on or after the Pool 2 Stepdown Date and as
      long as a Pool 2 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 Pool 2 Senior Certificates and the Class 2-M1
      Certificates, Class 2-M2 Certificates, Class 2-M3 Certificates, Class 2-M4
      Certificates, Class 2-M5 Certificates, Class 2-M6 Certificates and Class 2-M7
      Certificates, in each case after giving effect to distributions on such
      Distribution Date and after the allocation of Net Negative Amortization, if
      any,
      for such Distribution Date, and (ii) the Class Principal Amount of the Class
      2-M8 Certificates after the allocation of Net Negative Amortization, if any,
      for
      such Distribution Date and immediately prior to such Distribution Date exceeds
      (y) the 2-M8 Target Amount.

     

    2-M8
      Target Amount:
      With
      respect to any Distribution Date an amount equal to the lesser of (a) the
      product of (i) (x) for each distribution prior to the Distribution Date in
      July
      2013, 98.25% and (y) thereafter, 98.60% and (ii) the Pool Balance for Pool
      2 for
      such Distribution Date determined as of the last day of the related Collection
      Period immediately prior to such Distribution Date and (b) the amount, if any,
      by which (1) the Pool Balance for Pool 2 for such Distribution Date determined
      as of the last day of the related Collection Period exceeds (2) the Pool 2
      Overcollateralization Floor.

     

    2-S-X
      Component:
      The
      portion of the Class 2-X Certificates representing the right to distributions
      to
      the Class 2-X Certificates from the Pool 2 Swap Agreement.

     

    2-X
      Component:
      The
      portion of the Class 2-X Certificates representing the right to distributions
      to
      the Class 2-X Certificates as described herein.

     


    
      
        
        

      

      
        -34-

        
          

        

      

      
        
        

      

    


    2-X
      Component Account:
      An
      account established as part of the Trust Fund pursuant to Section 5.12 of this
      Agreement but which is not an asset of any of the REMICs for the benefit of
      the
      2-X Component of the Class 2-X Certificates and the Class 2-C
      Certificates.

     

    2-X
      Component Account Termination Date:
      The
      Distribution Date in March 2010.

     

    2-X
      Component Current Interest:
      For any
      Distribution Date, the interest accrued during the related Accrual Period on
      the
      2-X Component Notional Balance at the 2-X Component Interest Rate.

     

    2-X
      Component Distributable Amount:
      On any
      Distribution Date, the excess of (i) the sum of (x) the excess of (1) the
      aggregate Cut-off Date Balance for Pool 2 over (2) the aggregate initial
      principal amounts of the Pool 2 Certificates, (y) the aggregate 2-X Component
      Current Interest for such Distribution Date and all prior Distribution Dates
      and
      (z) amounts treated as received by the Class 2-X Certificates in respect of
      Class I-II Shortfalls described in Section 10.01(n) over (ii) the sum of (w)
      the
      aggregate payments in respect of Excess Interest for the Pool 2 Certificates
      for
      such Distribution Date and all prior Distribution Dates (to the extent not
      derived from proceeds of the Pool 2 Swap Agreement or the Pool 2 Interest Rate
      Cap Agreement), (x) all prior distributions to the 2-X Component of the Class
      2-X Certificate under Section 5.02(k)(ix) hereof, (y) all payments treated
      as
      distributed by REMIC II-3 to the Uncertificated Class 2-X Interest then paid
      to
      the Swap Counterparty as described in Section 10.01(o) and (z) all payments
      treated as paid by the Pool 2 Certificates to the Class 2-X Certificates in
      respect of Class I-II Shortfalls then paid to the Swap Counterparty as described
      in Section 10.01(o).

     

    2-X
      Component Interest Rate:
      For any
      Distribution Date, the excess of (i) the weighted average of the interest rates
      on the REMIC II-1 Regular Interests (other than the Class LTII1-IO Interest)
      over (ii) two times the weighted average of the interest rates on the REMIC
      II-1
      Regular Interests (other than the Class LTII1-IO Interest) (treating for
      purposes of this clause (ii) the interest rate on each of the REMIC II-1 Marker
      Classes as being capped at the interest rate of the Related REMIC II-2 Interest
      of the Corresponding Classes of Certificates (as adjusted, if necessary, to
      reflect accruals on the basis of the actual number of days in the Accrual Period
      for the LIBOR Certificates) and treating the interest rate on the Class LTII1-X
      Interest as capped at zero). The average described in the preceding sentence
      shall be weighted on the basis of the respective principal balances of the
      REMIC
      II-1 Regular Interests immediately prior to such Distribution Date.

     

    2-X
      Component Notional Balance:
      With
      respect to any Distribution Date (and the related Accrual Period), the aggregate
      principal balance of the REMIC II-1 Regular Interests (other than the Class
      LTII1-IO Interest) immediately prior to such Distribution Date.

     

    3-A1
      Margin:
      As
      defined in footnote (14) of the Preliminary Statement under the caption “The
      Certificates.”

     

    3-A2
      Margin:
      As
      defined in footnote (15) of the Preliminary Statement under the caption “The
      Certificates.”

     


    
      
        
        

      

      
        -35-

        
          

        

      

      
        
        

      

    


    3-A3
      Margin:
      As
      defined in footnote (16) of the Preliminary Statement under the caption “The
      Certificates.”

     

    3-C-X
      Component:
      The
      portion of the Class 3-X Certificates representing the right to distributions
      to
      the Class 3-X Certificates from the Pool 3 Interest Rate Cap
      Agreement.

     

    3-M1
      Margin:
      As
      defined in footnote (34) of the Preliminary Statement under the caption “The
      Certificates”.

     

    3-M1
      Principal Distribution Amount:
      With
      respect to any Distribution Date on or after the Pool 3 Stepdown Date and as
      long as a Pool 3 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 Pool 3 Senior Certificates, in each case after
      giving effect to distributions on such Distribution Date and after the
      allocation of Net Negative Amortization, if any, for such Distribution Date,
      and
      (ii) the Class Principal Amount of the Class 3-M1 Certificates after the
      allocation of Net Negative Amortization, if any, for such Distribution Date
      and
      immediately prior to such Distribution Date exceeds (y) the 3-M1 Target
      Amount.

     

    3-M1
      Target Amount:
      With
      respect to any Distribution Date an amount equal to the lesser of (a) the
      product of (i) (x) for each distribution prior to the Distribution Date in
      July
      2013, 85.13% and (y) thereafter, 88.10% and (ii) the Pool Balance for Pool
      3 for
      such Distribution Date determined as of the last day of the related Collection
      Period immediately prior to such Distribution Date and (b) the amount, if any,
      by which (1) the Pool Balance for Pool 3 for such Distribution Date determined
      as of the last day of the related Collection Period exceeds (2) the Pool 3
      Overcollateralization Floor.

     

    3-M2
      Margin:
      As
      defined in footnote (35) of the Preliminary Statement under the caption “The
      Certificates”.

     

    3-M2
      Principal Distribution Amount:
      With
      respect to any Distribution Date on or after the Pool 3 Stepdown Date and as
      long as a Pool 3 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 Pool 3 Senior Certificates and the Class 3-M1
      Certificates, in each case after giving effect to distributions on such
      Distribution Date and after the allocation of Net Negative Amortization, if
      any,
      for such Distribution Date, and (ii) the Class Principal Amount of the Class
      3-M2 Certificates after the allocation of Net Negative Amortization, if any,
      for
      such Distribution Date and immediately prior to such Distribution Date exceeds
      (y) the 3-M2 Target Amount.

     

    3-M2
      Target Amount:
      With
      respect to any Distribution Date an amount equal to the lesser of (a) the
      product of (i) (x) for each distribution prior to the Distribution Date in
      July
      2013, 88.25% and (y) thereafter, 90.60% and (ii) the Pool Balance for Pool
      3 for
      such Distribution Date determined as of the last day of the related Collection
      Period immediately prior to such Distribution Date and (b) the amount, if any,
      by which (1) the Pool Balance for Pool 3 for such Distribution Date determined
      as of the last day of the related Collection Period exceeds (2) the Pool 3
      Overcollateralization Floor.

     


    
      
        
        

      

      
        -36-

        
          

        

      

      
        
        

      

    


    3-M3
      Margin:
      As
      defined in footnote (36) of the Preliminary Statement under the caption “The
      Certificates”.

     

    3-M3
      Principal Distribution Amount:
      With
      respect to any Distribution Date on or after the Pool 3 Stepdown Date and as
      long as a Pool 3 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 Pool 3 Senior Certificates and the Class 3-M1
      Certificates and Class 3-M2 Certificates, in each case after giving effect
      to
      distributions on such Distribution Date and after the allocation of Net Negative
      Amortization, if any, for such Distribution Date, and (ii) the Class Principal
      Amount of the Class 3-M3 Certificates after the allocation of Net Negative
      Amortization, if any, for such Distribution Date and immediately prior to such
      Distribution Date exceeds (y) the 3-M3 Target Amount.

     

    3-M3
      Target Amount:
      With
      respect to any Distribution Date an amount equal to the lesser of (a) the
      product of (i) (x) for each distribution prior to the Distribution Date in
      July
      2013, 90.13% and (y) thereafter, 92.10% and (ii) the Pool Balance for Pool
      3 for
      such Distribution Date determined as of the last day of the related Collection
      Period immediately prior to such Distribution Date and (b) the amount, if any,
      by which (1) the Pool Balance for Pool 3 for such Distribution Date determined
      as of the last day of the related Collection Period exceeds (2) the Pool 3
      Overcollateralization Floor.

     

    3-M4
      Margin:
      As
      defined in footnote (37) of the Preliminary Statement under the caption “The
      Certificates”.

     

    3-M4
      Principal Distribution Amount:
      With
      respect to any Distribution Date on or after the Pool 3 Stepdown Date and as
      long as a Pool 3 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 Pool 3 Senior Certificates and the Class 3-M1
      Certificates, Class 3-M2 Certificates and Class 3-M3 Certificates, in each
      case
      after giving effect to distributions on such Distribution Date and after the
      allocation of Net Negative Amortization, if any, for such Distribution Date,
      and
      (ii) the Class Principal Amount of the Class 3-M4 Certificates after the
      allocation of Net Negative Amortization, if any, for such Distribution Date
      and
      immediately prior to such Distribution Date exceeds (y) the 3-M4 Target
      Amount.

     

    3-M4
      Target Amount:
      With
      respect to any Distribution Date an amount equal to the lesser of (a) the
      product of (i) (x) for each distribution prior to the Distribution Date in
      July
      2013, 91.63% and (y) thereafter, 93.30% and (ii) the Pool Balance for Pool
      3 for
      such Distribution Date determined as of the last day of the related Collection
      Period immediately prior to such Distribution Date and (b) the amount, if any,
      by which (1) the Pool Balance for Pool 3 for such Distribution Date determined
      as of the last day of the related Collection Period exceeds (2) the Pool 3
      Overcollateralization Floor.

     

    3-M5
      Margin:
      As
      defined in footnote (38) of the Preliminary Statement under the caption “The
      Certificates”.

     

    3-M5
      Principal Distribution Amount:
      With
      respect to any Distribution Date on or after the Pool 3 Stepdown Date and as
      long as a Pool 3 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 Pool 3 Senior Certificates and the Class 3-M1
      Certificates, Class 3-M2 Certificates, Class 3-M3 Certificates and Class 3-M4
      Certificates, in each case after giving effect to distributions on such
      Distribution Date and after the allocation of Net Negative Amortization, if
      any,
      for such Distribution Date, and (ii) the Class Principal Amount of the Class
      3-M5 Certificates after the allocation of Net Negative Amortization, if any,
      for
      such Distribution Date and immediately prior to such Distribution Date exceeds
      (y) the 3-M5 Target Amount.

     


    
      
        
        

      

      
        -37-

        
          

        

      

      
        
        

      

    


    3-M5
      Target Amount:
      With
      respect to any Distribution Date an amount equal to the lesser of (a) the
      product of (i) (x) for each distribution prior to the Distribution Date in
      July
      2013, 93.00% and (y) thereafter, 94.40% and (ii) the Pool Balance for Pool
      3 for
      such Distribution Date determined as of the last day of the related Collection
      Period immediately prior to such Distribution Date and (b) the amount, if any,
      by which (1) the Pool Balance for Pool 3 for such Distribution Date determined
      as of the last day of the related Collection Period exceeds (2) the Pool 3
      Overcollateralization Floor.

     

    3-M6
      Margin:
      As
      defined in footnote (39) of the Preliminary Statement under the caption “The
      Certificates”.

     

    3-M6
      Principal Distribution Amount:
      With
      respect to any Distribution Date on or after the Pool 3 Stepdown Date and as
      long as a Pool 3 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 Pool 3 Senior Certificates and the Class 3-M1
      Certificates, Class 3-M2 Certificates, Class 3-M3 Certificates, Class 3-M4
      Certificates and Class 3-M5 Certificates, in each case after giving effect
      to
      distributions on such Distribution Date and after the allocation of Net Negative
      Amortization, if any, for such Distribution Date, and (ii) the Class Principal
      Amount of the Class 3-M6 Certificates after the allocation of Net Negative
      Amortization, if any, for such Distribution Date and immediately prior to such
      Distribution Date exceeds (y) the 3-M6 Target Amount.

     

    3-M6
      Target Amount:
      With
      respect to any Distribution Date an amount equal to the lesser of (a) the
      product of (i) (x) for each distribution prior to the Distribution Date in
      July
      2013, 94.25% and (y) thereafter, 95.40% and (ii) the Pool Balance for Pool
      3 for
      such Distribution Date determined as of the last day of the related Collection
      Period immediately prior to such Distribution Date and (b) the amount, if any,
      by which (1) the Pool Balance for Pool 3 for such Distribution Date determined
      as of the last day of the related Collection Period exceeds (2) the Pool 3
      Overcollateralization Floor.

     

    3-M7
      Margin:
      As
      defined in footnote (40) of the Preliminary Statement under the caption “The
      Certificates”.

     

    3-M7
      Principal Distribution Amount:
      With
      respect to any Distribution Date on or after the Pool 3 Stepdown Date and as
      long as a Pool 3 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 Pool 3 Senior Certificates and the Class 3-M1
      Certificates, Class 3-M2 Certificates, Class 3-M3 Certificates, Class 3-M4
      Certificates, Class 3-M5 Certificates and Class 3-M6 Certificates, in each
      case
      after giving effect to distributions on such Distribution Date and after the
      allocation of Net Negative Amortization, if any, for such Distribution Date,
      and
      (ii) the Class Principal Amount of the Class 3-M7 Certificates after the
      allocation of Net Negative Amortization, if any, for such Distribution Date
      and
      immediately prior to such Distribution Date exceeds (y) the 3-M7 Target
      Amount.

     


    
      
        
        

      

      
        -38-

        
          

        

      

      
        
        

      

    


    3-M7
      Target Amount:
      With
      respect to any Distribution Date an amount equal to the lesser of (a) the
      product of (i) (x) for each distribution prior to the Distribution Date in
      July
      2013, 95.50% and (y) thereafter, 96.40% and (ii) the Pool Balance for Pool
      3 for
      such Distribution Date determined as of the last day of the related Collection
      Period immediately prior to such Distribution Date and (b) the amount, if any,
      by which (1) the Pool Balance for Pool 3 for such Distribution Date determined
      as of the last day of the related Collection Period exceeds (2) the Pool 3
      Overcollateralization Floor.

     

    3-M8
      Margin:
      As
      defined in footnote (41) of the Preliminary Statement under the caption “The
      Certificates”.

     

    3-M8
      Principal Distribution Amount:
      With
      respect to any Distribution Date on or after the Pool 3 Stepdown Date and as
      long as a Pool 3 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 Pool 3 Senior Certificates and the Class 3-M1
      Certificates, Class 3-M2 Certificates, Class 3-M3 Certificates, Class 3-M4
      Certificates, Class 3-M5 Certificates, Class 3-M6 Certificates and Class 3-M7
      Certificates, in each case after giving effect to distributions on such
      Distribution Date and after the allocation of Net Negative Amortization, if
      any,
      for such Distribution Date, and (ii) the Class Principal Amount of the Class
      3-M8 Certificates after the allocation of Net Negative Amortization, if any,
      for
      such Distribution Date and immediately prior to such Distribution Date exceeds
      (y) the 3-M8 Target Amount.

     

    3-M8
      Target Amount:
      With
      respect to any Distribution Date an amount equal to the lesser of (a) the
      product of (i) (x) for each distribution prior to the Distribution Date in
      July
      2013, 97.25% and (y) thereafter, 97.80% and (ii) the Pool Balance for Pool
      3 for
      such Distribution Date determined as of the last day of the related Collection
      Period immediately prior to such Distribution Date and (b) the amount, if any,
      by which (1) the Pool Balance for Pool 3 for such Distribution Date determined
      as of the last day of the related Collection Period exceeds (2) the Pool 3
      Overcollateralization Floor.

     

    3-S-X
      Component:
      The
      portion of the Class 3-X Certificates representing the right to distributions
      to
      the Class 3-X Certificates from the Pool 3 Swap Agreement.

     

    3-X
      Component:
      The
      portion of the Class 3-X Certificates representing the right to distributions
      to
      the Class 3-X Certificates as described herein.

     

    3-X
      Component Account:
      An
      account established as part of the Trust Fund pursuant to Section 5.12 of this
      Agreement but which is not an asset of any of the REMICs for the benefit of
      the
      3-X Component of the Class 3-X Certificates and the Class 3-C
      Certificates.

     

    3-X
      Component Account Termination Date:
      The
      Distribution Date in March 2010.

     


    
      
        
        

      

      
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    3-X
      Component Current Interest:
      For any
      Distribution Date, the interest accrued during the related Accrual Period on
      the
      3-X Component Notional Balance at the 3-X Component Interest Rate.

     

    3-X
      Component Distributable Amount:
      On any
      Distribution Date, the excess of (i) the sum of (x) the excess of (1) the
      aggregate Cut-off Date Balance for Pool 3 over (2) the aggregate initial
      principal amounts of the Pool 3 Certificates, (y) the aggregate 3-X Component
      Current Interest for such Distribution Date and all prior Distribution Dates
      and
      (z) amounts treated as received by the Class 3-X Certificates in respect of
      Class I-III Shortfalls described in Section 10.01(n) over (ii) the sum of (w)
      the aggregate payments in respect of Excess Interest for the Pool 3 Certificates
      for such Distribution Date and all prior Distribution Dates (to the extent
      not
      derived from proceeds of the Pool 3 Swap Agreement or the Pool 3 Interest Rate
      Cap Agreement), (x) all prior distributions to the 3-X Component of the Class
      3-X Certificate under Section 5.02(l)(xi) hereof, (y) all payments treated
      as
      distributed by REMIC III-2 to the Uncertificated Class 3-X Interest then paid
      to
      the Swap Counterparty as described in Section 10.01(o) and (z) all payments
      treated as paid by the Pool 3 Certificates to the Class 3-X Certificates in
      respect of Class I-III Shortfalls then paid to the Swap Counterparty as
      described in Section 10.01(o).

     

    3-X
      Component Interest Rate:
      For any
      Distribution Date, the excess of (i) the weighted average of the interest rates
      on the REMIC III-1 Regular Interests (other than the Class LTIII1-IO Interest)
      over (ii) two times the weighted average of the interest rates on the REMIC
      III-1 Regular Interests (other than the Class LTIII1-IO Interest) (treating
      for
      purposes of this clause (ii) the interest rate on each of the REMIC III-1 Marker
      Classes as being capped at the interest rate of the Related REMIC III-2 Interest
      of the Corresponding Classes of Certificates (as adjusted, if necessary, to
      reflect accruals on the basis of the actual number of days in the Accrual Period
      for the LIBOR Certificates) and treating the interest rate on the Class LTIII1-X
      Interest as capped at zero). The average described in the preceding sentence
      shall be weighted on the basis of the respective principal balances of the
      REMIC
      III-1 Regular Interests immediately prior to such Distribution
      Date.

     

    3-X
      Component Notional Balance:
      With
      respect to any Distribution Date (and the related Accrual Period), the aggregate
      principal balance of the REMIC III-1 Regular Interests (other than the Class
      LTIII1-IO Interest) immediately prior to such Distribution Date.

     

    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.

     


    
      
        
        

      

      
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    Accrual
      Period:
      For the
      LIBOR Certificates and the Grantor Trust Certificates for each Distribution
      Date, the period beginning on the immediately preceding Distribution Date (or
      from June 25, 2007 in the case of the first Distribution Date or June 29, 2007
      in the case of the Class 1-AX and Class 2-AX Certificates) and ending on the
      day
      immediately preceding the related Distribution Date. The LIBOR Certificates
      and
      the Grantor Trust Certificates shall accrue interest on the basis of a 360-day
      year and the actual number of days in each Accrual Period; all calculations
      of
      interest on the Notional Certificates will be made on the basis of a 360-day
      year consisting of twelve 30-day months.

     

    Act:
      As
      defined in Section 3.03(c).

     

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

     

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

     

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

     

    Additional
      Termination Event:
      As
      defined in the Swap Agreement.

     

    Advance:
      An
      advance of the aggregate of payments of principal and interest (net of the
      General Servicing Fee or the Servicing Fee, as applicable) 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 Servicers or, with respect to the Mortgage Loans
      Serviced by GreenPoint, by the Master Servicer (or by the Trustee as successor
      master servicer) pursuant to Section 5.04.

     

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

     

    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
      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.

     


    
      
        
        

      

      
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    Applicants:
      As
      defined in Section 8.02(b).

     

    Applied
      Loss Amount:
      The
      aggregate of the Pool 1 Applied Loss Amount, Pool 2 Applied Loss Amount and
      the
      Pool 3 Applied Loss Amount.

     

    Apportioned
      Principal Balance:
      Not
      applicable.

     

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

     

    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 neither the Custodian 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:
      Not
      applicable.

     

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

     

    Balance
      Guaranteed Cap Agreement:
      Not
      applicable.

     

    Balance
      Guaranteed Cap Account:
      Not
      applicable.

     

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

     

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

     

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

     

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

     


    
      
        
        

      

      
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    Basis
      Risk Payment:
      Not
      applicable.

     

    Basis
      Risk Reserve Fund:
      Not
      applicable.

     

    Basis
      Risk Shortfall:
      With
      respect to any Distribution Date and any Class of LIBOR Certificates (other
      than
      the Class 2-M7, Class 2-M8 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 for
      such date but subject to a cap equal to the applicable Maximum Interest Rate,
      exceeds the amount of interest calculated at the applicable Net Funds Cap.
      Notwithstanding the foregoing, the amount of any Basis Risk Shortfall for any
      class of Certificates in respect of any Distribution Date may not exceed the
      amount, if any, by which (x) the amount payable at the applicable Maximum
      Interest Rate exceeds (y) the amount payable at the applicable Net Funds
      Cap.

     

    Benefit
      Plan Opinion:
      Not
      applicable.

     

    Book-Entry
      Certificates:
      Beneficial interests in Certificates designated as “Book-Entry Certificates” in
      this Agreement, ownership and transfers of which shall be evidenced or made
      through book entries by a Clearing Agency as described in Section 3.09;
      provided, that after the occurrence of a condition whereupon book-entry
      registration and transfer are no longer permitted and Definitive Certificates
      are to be issued to Certificate Owners, such Book-Entry Certificates shall
      no
      longer be “Book-Entry Certificates.” As of the Closing Date, the Offered
      Certificates and the Privately Offered Certificates constitute 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 New York City, New York or, if other than New York City, the city in which
      the Corporate Trust Office of the Trustee is located and the States of Colorado,
      Massachusetts, Minnesota or New York, or (iii) with respect to the Servicer
      Remittance Date or the Servicer reporting date, the States specified in the
      definition of “Business Day” in the Servicing Agreements, are authorized or
      obligated by law or executive order to be closed.

     

    Cap
      Deferred Interest Amount:
      As of
      any Distribution Date and with respect to each Class of Grantor Trust
      Certificates, the amount, if any, of Net Negative Amortization allocated to
      the
      related Underlying Interest, as applicable, to the extent covered by a previous
      payment made by the Deferred Interest Cap Provider and not previously paid
      to
      the Deferred Interest Cap Provider.

     

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

     

    Cap
      Provider:
      Either
      of the Interest Rate Cap Provider or the Deferred Interest Cap
      Provider.

     

    Cap
      Termination Payment:
      Upon an
      optional termination pursuant to Section 7.01(b) and to the extent such payments
      or amounts are related to the Mortgage Pool or Mortgage Pools being terminated,
      any payment required to be made to the applicable Cap Provider or by the
      applicable Cap Provider to the Trustee pursuant to the terms of the applicable
      Interest Rate Cap Agreement or applicable Deferred Interest Cap Agreement,
      and
      any unpaid amounts due on previous Cap Payment Dates and accrued interest
      thereon as provided in the applicable Interest Rate Cap Agreement or applicable
      Deferred Interest Cap Agreement, as calculated by the applicable Cap Provider
      and furnished to the Trustee.

     


    
      
        
        

      

      
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    Capitalized
      Interest Account:
      Not
      applicable.

     

    Capitalized
      Interest Amount:
      Not
      applicable.

     

    Carryforward
      Interest:
      With
      respect to any Distribution Date and any Class of LIBOR Certificates (other
      than
      the Class 2-M7, Class 2-M8 Certificates), Notional Certificates or Grantor
      Trust
      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 (other than, in the case of the Notional Certificates, any portion
      of such amount resulting from Net Negative Amortization) for the related Accrual
      Period at the applicable Certificate Interest Rate. Carryforward Interest shall
      not include amounts attributable to an allocation of Net Negative Amortization
      (except in the case of the Notional Certificates).

     

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

     

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

     

    Certificate
      Insurance Policy:
      Not
      applicable.

     

    Certificate
      Insurance Premium:
      Not
      applicable.

     

    Certificate
      Insurer:
      Not
      applicable.

     

    Certificate
      Insurer Default:
      Not
      applicable.

     

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

     

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

     

    Certificate
      Principal Amount:
      With
      respect to any Certificate (other than the Class 1-C, Class 2-C, Class 3-C,
      Class 1-X, Class 2-X, Class 3-X, Notional Certificates and Class 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,
      in
      the case of any Pool 1 Certificate, as reduced by any Pool 1 Applied Loss Amount
      or, in the case of any Pool 2 Certificate, as reduced by any Pool 2 Applied
      Loss
      Amount, and, in the case of any Pool 3 Certificate, as reduced by any Pool
      3
      Applied Loss Amount, previously allocated thereto, plus, in the case of any
      Negative Amortization Certificate, any Net Negative Amortization allocated
      thereto on previous Distribution Dates; provided, however, that on each
      Distribution Date on which a Subsequent Recovery is distributed, the Certificate
      Principal Amount of any Pool 1 Certificate that has been reduced by application
      of a Pool 1 Applied Loss Amount, the Certificate Principal Amount of any Pool
      2
      Certificate that has been reduced by application of a Pool 2 Applied Loss Amount
      or the Certificate Principal Amount of any Pool 3 Certificate that has been
      reduced by application of a Pool 3 Applied Loss Amount will be increased, in
      order of seniority, by an amount (to be applied pro
      rata
      to all
      Certificates of such Class) equal to the lesser of (1) any Deferred Amount
      for
      each such Class immediately prior to such date and (2) (a) in the case of the
      holders of Pool 1 Certificates, the total amount of any Subsequent Recovery
      related to Pool 1 distributed on such date to Certificateholders, after
      application (for this purpose) to more senior Classes of such Certificates,
      (b)
      in the case of holders of Pool 2 Certificates, the total amount of any
      Subsequent Recovery related to Pool 2 distributed on such date to
      Certificateholders, after application (for this purpose) to more senior Classes
      of such Certificates and (c) in the case of the holders of Pool 3 Certificates,
      the total amount of any Subsequent Recovery related to Pool 3 distributed on
      such date to Certificateholders, after application (for this purpose) to more
      senior Classes of such Certificates. The Class 1-C, Class 2-C, Class 3-C, Class
      1-X, Class 2-X, Class 3-X and Class R Certificates are issued without
      Certificate Principal Amounts.

     


    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

    Class
      1-A1 Grantor Trust:
      The
      Grantor Trust formed pursuant to this Agreement, the assets of which consist
      of
      (i) the Class 1-A1 Underlying Interest and (ii) the related Deferred Interest
      Cap Agreement and Deferred Interest Cap Account.

     

    Class
      1-A1 Underlying Interest:
      The
      Underlying Interest related to the Class 1-A1 Certificates.

     

    Class
      1-A2 Grantor Trust:
      The
      Grantor Trust formed pursuant to this Agreement, the assets of which consist
      of
      (i) the Class 1-A2 Underlying Interest and (ii) the related Deferred Interest
      Cap Agreement and Deferred Interest Cap Account.

     

    Class
      1-A2 Underlying Interest:
      The
      Underlying Interest related to the Class 1-A2 Certificates.

     


    
      
        
        

      

      
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    Class
      1-A3A Grantor Trust:
      The
      Grantor Trust formed pursuant to this Agreement, the assets of which consist
      of
      (i) the Class 1-A3A Underlying Interest and (ii) the related Deferred Interest
      Cap Agreement and Deferred Interest Cap Account.

     

    Class
      1-A3A Underlying Interest:
      The
      Underlying Interest related to the Class 1-A3A Certificates.

     

    Class
      1-A3B Grantor Trust:
      The
      Grantor Trust formed pursuant to this Agreement, the assets of which consist
      of
      (i) the Class 1-A3B Underlying Interest and (ii) the related Deferred Interest
      Cap Agreement and Deferred Interest Cap Account.

     

    Class
      1-A3B Underlying Interest:
      The
      Underlying Interest related to the Class 1-A3B Certificates.

     

    Class
      1-AP Reserve Fund:
      As
      defined in Section 5.11(a). 

     

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

     

    Class
      1-C Mortgage Loan:
      Any
      Pool 1 Mortgage Loan that has become a Liquidated Mortgage Loan on or prior
      to
      the Collection Period ending on March 1, 2010.

     

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

     

    Class
      1-X Account Termination Date:
      The
      Distribution Date in March 2010.

     

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

     

    Class
      1-X Distributable Amount:
      On any
      Distribution Date, the excess of (i) the sum of (x) the excess of (1) the
      aggregate Cut-off Date Balance for Pool 1 over (2) the aggregate initial
      principal amounts of the Pool 1 Certificates, (y) the aggregate Class 1-X
      Current Interest for such Distribution Date and all prior Distribution Dates
      and
      (z) amounts treated as received by the Class 1-X Certificates in respect of
      Class I-I Shortfalls described in Section 10.01(n) over (ii) the sum of (x)
      the
      aggregate Pool 1 Basis Risk Payment for such Distribution Date and all prior
      Distribution Dates and (y) all prior distributions to the Class 1-X Certificate
      under Section 5.02(h)(vi) hereof.

     

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

     


    
      
        
        

      

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

     

    Class
      2-AP Reserve Fund:
      As
      defined in Section 5.11(a). 

     

    Class
      2-C Distributable Amount:
      For
      each Distribution Date on and prior to the Distribution Date occurring on the
      2-X Component Account Termination Date, an amount equal to the lesser of (a)
      aggregate investment earnings on the 2-X Component Account for the related
      Collection Period and (b) the amount on deposit in the 2-X Component Account
      on
      such Distribution Date, after taking into account any payments made from the
      2-X
      Component Account on such Distribution Date to the 2-X Component of the Class
      2-X Certificates. On the Distribution Date occurring on the 2-X Component
      Account Termination Date, an amount equal to the entire amount remaining on
      deposit in the 2-X Component Account after making the payments set forth in
      the
      preceding sentence.

     

    Class
      2-C Mortgage Loan:
      Any
      Pool 2 Mortgage Loan that has become a Liquidated Mortgage Loan on or prior
      to
      the Collection Period ending on March 1, 2010.

     

    Class
      3-AP Reserve Fund:
      As
      defined in Section 5.11(a). 

     

    Class
      3-C Distributable Amount:
      For
      each Distribution Date on and prior to the Distribution Date occurring on the
      3-X Component Account Termination Date, an amount equal to the lesser of (a)
      aggregate investment earnings on the 3-X Component Account for the related
      Collection Period and (b) the amount on deposit in the 3-X Component Account
      on
      such Distribution Date, after taking into account any payments made from the
      3-X
      Component Account on such Distribution Date to the 3-X Component of the Class
      3-X Certificates. On the Distribution Date occurring on the 3-X Component
      Account Termination Date, an amount equal to the entire amount remaining on
      deposit in the 3-X Component Account after making the payments set forth in
      the
      preceding sentence.

     

    Class
      3-C Mortgage Loan:
      Any
      Pool 3 Mortgage Loan that has become a Liquidated Mortgage Loan on or prior
      to
      the Collection Period ending on March 1, 2010.

     

    Class
      CX Excess Cap Amount:
      Not
      applicable.

     

    Class
      I-I Shortfalls:
      As
      defined in Section 10.01(n) hereof.

     


    
      
        
        

      

      
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    Class
      I-II Shortfalls:
      As
      defined in Section 10.01(n) hereof.

     

    Class
      I-III Shortfalls:
      As
      defined in Section 10.01(n) hereof.

     

    Class
      M Certificates:
      Any of
      the Subordinate Certificates.

     

    Class
      Notional Amount:
      With
      respect to the Class 1-AX Certificates for any Distribution Date, an amount
      equal to the aggregate Class Principal Amounts of the Pool 1 Senior Certificates
      (other than the Class 1-AX Certificates) immediately prior to such Distribution
      Date. The initial Class Notional Amount of the Class 1-AX Certificates is
      $652,423,000. With respect to the Class 2-AX Certificates for any Distribution
      Date, an amount equal to the aggregate Class Principal Amount of the Pool 2
      Senior Certificates (other than the Class 2-AX Certificates) immediately prior
      to such Distribution Date. The initial Class Notional Amount of the Class 2-AX
      Certificates is $357,521,000. 

     

    Class
      P Certificate:
      Any
      Class 1-AP, Class 2-AP or Class 3-AP Certificate.

     

    Class
      P Reserve Funds:
      The
      Class 1-AP Reserve Fund, Class 2-AP Reserve Fund and Class 3-AP Reserve
      Fund.

     

    Class
      Principal Amount:
      With
      respect to each Class of Certificates other than the Class 1-C, Class 2-C,
      Class
      3-C, Class 1-X, Class 2-X, Class 3-X or Class R 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 1-C, Class 2-C, Class 3-C, Class 1-X, Class
      2-X, Class 3-X or Class R 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 residual interest in each REMIC created
      hereunder.

     

    Class
      X Certificate:
      Any
      Class 1-X, Class 2-X or Class 3-X Certificate.

     

    Class
      XI Current Interest:
      Not
      applicable.

     

    Class
      XI Distributable Amount:
      Not
      applicable.

     

    Class
      XI Interest Rate:
      Not
      applicable.

     

    Class
      XI Notional Balance:
      Not
      applicable.

     

    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.

     


    
      
        
        

      

      
        -48-

        
          

        

      

      
        
        

      

    


    Clearstream:
      Clearstream Banking 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.

     

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

     

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

     

    Commission:
      The
      Securities and Exchange Commission.

     

    Compensating
      Interest Payment:
      With
      respect to any Distribution Date and prepayments in full or in part, an amount
      equal the aggregate amount of any Prepayment Interest Shortfalls required to
      be
      paid by the Servicers or, with respect to the Mortgage Loans serviced by
      GreenPoint, by the Master Servicer with respect to such Distribution Date up
      to
      an amount equal to the aggregate of the Servicing Fees received on the Mortgage
      Loans serviced by it (or up to an amount equal to the General Servicing Fee
      with
      respect to the Master Servicer). 

     

    Component:
      Not
      applicable.

     

    Component
      Interest Rate:
      Not
      applicable.

     

    Component
      Principal Amount:
      Not
      applicable.

     

    Conventional
      Loan:
      Not
      applicable.

     

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

     

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

     

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

     


    
      
        
        

      

      
        -49-

        
          

        

      

      
        
        

      

    


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

     

    Cooperative
      Shares:
      Shares
      issued by a Cooperative Corporation.

     

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

     

    Corporate
      Trust Office:
      The
      principal corporate trust office of the Trustee is located at U.S. Bank National
      Association, One Federal Street, 3rd Floor, Boston, M.A. 02110, Attention:
      LXS
      2007-12N.

     

    Corresponding
      Class:
      For any
      REMIC I-1 Interest, the Class of Certificates listed opposite such REMIC I-1
      Interest in the table entitled “REMIC I-1” in the Preliminary Statement hereto.
      For any REMIC II-1 Interest, the Class of Certificates listed opposite such
      REMIC II-1 Interest in the table entitled “REMIC II-1” in the Preliminary
      Statement hereto. For any REMIC III-1 Interest, the Class of Certificates listed
      opposite such REMIC III-1 Interest in the table entitled “REMIC III-1” in the
      Preliminary Statement hereto.

     

    Credit
      Score:
      Not
      applicable.

     

    Cumulative
      Loss Trigger Event:
      Not
      applicable.

     

    Current
      Interest:
      With
      respect to any Class of LIBOR Certificates (other than the Class 2-M7 and Class
      2-M8 Certificates), Notional Certificates or Grantor Trust 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
      of
      such Class immediately prior to such Distribution Date minus the Net Negative
      Amortization, if any, allocated to that Class for that Distribution Date in
      accordance with Section 5.02.

     

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

     

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

     

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

     

    Cut-off
      Date:
      With
      respect to all Mortgage Loans, June 1, 2007.

     


    
      
        
        

      

      
        -50-

        
          

        

      

      
        
        

      

    


    Cut-off
      Date Balance:
      With
      respect to the Mortgage Loans in a Mortgage Pool on the Closing Date, the Pool
      Balance as of the Cut-off Date.

     

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

     

    Defaulting
      Party:
      As
      defined in the Swap Agreement.

     

    Deferred
      Amount:
      For
      each Distribution Date and for each Class of LIBOR Certificates, the sum of
      (A)
      the amount by which (x) the aggregate of Pool 1 Applied Loss Amounts (in the
      case of any Pool 1 Certificate), Pool 2 Applied Loss Amounts (in the case of
      any
      Pool 2 Certificate) or Pool 3 Applied Loss Amounts (in the case of any Pool
      3
      Certificate) previously applied in reduction of the Class Principal Amount
      thereof exceeds (y) the sum of (1) the aggregate of amounts previously
      distributed in reimbursement thereof and (2) the amount by which the Class
      Principal Amount of such Class has been increased due to any Subsequent Recovery
      and (B) for the Pool
      1
      Senior Certificates,
      Pool 2
      Senior Certificates and Pool 3 Senior Certificates only, interest accrued on
      the
      related amount calculated under clause (A).

     

    Deferred
      Interest Cap Account:
      Each of
      the separate Eligible Accounts created and initially maintained by the Trustee
      entitled: “Class 1-A1 Deferred Interest Cap Account, U.S. Bank National
      Association, as Trustee, in trust for the benefit of the Holders of Lehman
      XS
      Trust Mortgage Pass-Through Certificates, Series 2007-12N,” “Class 1-A2 Deferred
      Interest Cap Account, U.S. Bank National Association, as Trustee, in trust
      for
      the benefit of the Holders of Lehman XS Trust Mortgage Pass-Through
      Certificates, Series 2007-12N,” “Class 1-A3A Deferred Interest Cap Account, U.S.
      Bank National Association, as Trustee, in trust for the benefit of the Holders
      of Lehman XS Trust Mortgage Pass-Through Certificates, Series 2007-12N” and
“Class 1-A3B Deferred Interest Cap Account, U.S. Bank National Association,
      as
      Trustee, in trust for the benefit of the Holders of Lehman XS Trust Mortgage
      Pass-Through Certificates, Series 2007-12N.”

     

    Deferred
      Interest Cap Agreement:
      With
      respect to each Class of Grantor Trust Certificates, the transaction evidenced
      by a confirmation between the Trustee and the Deferred Interest Cap Provider
      in
      the form attached as Exhibit P.

     

    Deferred
      Interest Cap Provider:
      Lehman
      Brothers Special Financing Inc.

     

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

     

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

     

    Deleted
      Loan REMIC:
      Not
      applicable.

     

    Deleted
      Loan REMIC Interest:
      Not
      applicable.

     


    
      
        
        

      

      
        -51-

        
          

        

      

      
        
        

      

    


    Deleted
      Loan REMIC Regular Interest:
      Not
      applicable.

     

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

     

    Delinquency
      Event:
      Not
      applicable.

     

    Delinquency
      Rate:
      Not
      applicable.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    DTC:
      As
      defined in Section 3.01(c).

     

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

     

    Due
      for Payment:
      Not
      applicable.

     


    
      
        
        

      

      
        -52-

        
          

        

      

      
        
        

      

    


    Early
      Payment Default Mortgage Loan:
      Any
      Pool 1 Mortgage Loan originated by Lehman Brothers Bank, FSB specified in
      Section 1.04 of the Mortgage Loan Sale Agreement in respect to which the related
      Mortgagor does not make the first or second payment due to the Seller within
      the
      time frame required under such section.

     

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

     

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

     

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

     

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

     

    (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;

     


    
      
        
        

      

      
        -53-

        
          

        

      

      
        
        

      

    


    (iv) securities
      bearing interest or sold at a discount issued by any corporation incorporated
      under the laws of the United States of America or any state thereof which have
      a
      credit rating from each Rating Agency, at the time of investment or the
      contractual commitment providing for such investment, at least equal to one
      of
      the two highest short term credit rating categories of each Rating Agency (or
      the highest short term credit rating of each rating agency, with respect to
      the
      Class 1-X Account, the 2-X Component Account and the 3-X Component Account);
      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 Pool 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 NIM Securities and has a short-term rating of at least “A-1” or its
      equivalent by each Rating Agency. Such investments in this subsection (viii)
      may
      include money market mutual funds or common trust funds, including any fund
      for
      which U.S. Bank National Association, in its capacity other than as Trustee,
      the
      Master Servicer or an affiliate thereof serves as an investment advisor,
      administrator, shareholder, servicing agent, and/or custodian or subcustodian,
      notwithstanding that (x) U.S. Bank National Association, the Trustee, the Master
      Servicer or any affiliate thereof charges and collects fees and expenses from
      such funds for services rendered, (y) U.S. Bank National Association, the
      Trustee, the Master Servicer, or any affiliate thereof charges and collects
      fees
      and expenses for services rendered pursuant to this Agreement, and (z) services
      performed for such funds and pursuant to this Agreement may converge at any
      time. U.S. Bank National Association or an affiliate thereof is hereby
      authorized to charge and collect from the Trust Fund such fees as are collected
      from all investors in such funds for services rendered to such funds (but not
      to
      exceed investment earnings thereon); provided, however, that no such instrument
      shall be an Eligible Investment if such instrument evidences either (i) a right
      to receive only interest payments with respect to the obligations underlying
      such instrument, or (ii) both principal and interest payments derived from
      obligations underlying such instrument and the principal and interest payments
      with respect to such instrument provide a yield to maturity of greater than
      120%
      of the yield to maturity at par of such underlying obligations, and provided
      further that in order to be an Eligible Investment any such investment must
      be a
“permitted investment” within the meaning of Section 860G(a)(5) of the
      Code.

     

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

       

      EPD
        Purchase Price:
        With
        respect to any Early Payment Default Mortgage Loan, an amount equal to the
        sum
        of (a) 101.50% of the unpaid principal balance of such Mortgage Loan and
        (b)
        accrued interest thereon at the applicable Mortgage Rate from the date as
        to
        interest was last paid (but not including) the Due Date in the Collection
        period
        immediately preceding the related Distribution Date.

    

     

    
      
        
        

      

      
        -54-

        
          

        

      

      
        
        

      

    


    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 would satisfy
      the requirements of the Underwriter’s Exemption, except, in relevant part, for
      the requirement that the certificates have received a rating at the time of
      acquisition that is in one of the three (or four, in the case of a “designated
      transaction”) highest generic rating categories by at least one of the Rating
      Agencies.

     

    ERISA-Restricted
      Certificate:
      Any
      Class 1-M9, Class 1-C, Class 2-C, Class 3-C, Class 1-AP, Class 2-AP, Class
      3-AP,
      Class 1-X, Class 2-X or Class 3-X Certificate and any other Certificate as
      long
      as the acquisition and holding of such other Certificate is not covered by
      and
      exempt under the Underwriter’s Exemption.

     

    Errors
      and Omission Insurance Policy:
      The
      errors or omission insurance policy required to be obtained by the Servicers
      satisfying the requirements of the Servicing Agreements.

     

    Escrow
      Account:
      As
      defined in Section 9.06(a).

     

    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).

     

    Excess
      Interest:
      On any
      Distribution Date, for each Class of LIBOR Certificates (other than the Class
      2-M7 and Class 2-M8 Certificates), the excess, if any, of (1) the amount of
      interest such Class of Certificates is entitled to receive on such Distribution
      Date over (2) the amount of interest such Class of Certificates would have
      been
      entitled to receive on such Distribution Date at an interest rate equal to
      the
      applicable REMIC Pass-Through Rate.

     

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

     

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

     

    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.

     


    
      
        
        

      

      
        -55-

        
          

        

      

      
        
        

      

    


    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 the Pool 1 Certificates, the Distribution Date in July 2047 and
      with
      respect to the Pool 2 Certificates and Pool 3 Certificates, the Distribution
      Date in July 2037.

     

    Financial
      Intermediary:
      Not
      applicable.


    
       

      First
        Payment Default Mortgage Loan: Any Pool 1 Mortgage Loan originated by Lehman
        Brothers Bank, FSB specified in Section 1.04 of the Mortgage Loan Sale Agreement
        in respect to which the related Mortgagor does not make the first payment
        due to
        the Seller within the time frame required under such section.

       

    

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

     

    FPD
      Premium:
      With
      respect to any Early 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 Early Payment Default Mortgage Loan, an amount equal to the
      sum
      of (a) 101.50% of the unpaid principal balance of such Mortgage Loan and (b)
      accrued interest thereon at the applicable Mortgage Rate from the date as to
      interest was last paid (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.

     

    Funding
      Account:
      Not
      applicable.

     

    Funding
      Amount:
      Not
      applicable.

     

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

     

    General
      Servicing Fee Rate:
      0.375%
      per annum.

     

    Ginnie
      Mae:
      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.

     

    Grantor
      Trust:
      Each of
      the “grantor trusts” (within the meaning of the Grantor Trust Provisions)
      described in Section 10.01 or established pursuant to Section 5.02(r)
      herein.

     


    
      
        
        

      

      
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    Grantor
      Trust Available Funds:
      For any
      Distribution Date and each of the Grantor Trusts established pursuant to Section
      5.02(r), the sum, without duplication, of:

     

    (i) any
      payments received on the applicable Underlying Interest on that Distribution
      Date;

     

    (ii) any
      payments received by the Trustee from the Deferred Interest Cap Provider under
      the related Deferred Interest Cap Agreement on the Business Day prior to that
      Distribution Date; and

     

    (iii) all
      other
      assets of the Class 1-A1 Grantor Trust, Class 1-A2 Grantor Trust, Class 1-A3A
      Grantor Trust or Class 1-A3B Grantor Trust, as applicable, following the
      payments (solely out of such other assets) of amounts to reimburse the Trustee
      for its related reimbursable expenses.

     

    Grantor
      Trust Certificates:
      The
      Class 1-A1, Class 1-A2, Class 1-A3A and Class 1-A3B Certificates.

     

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

     

    GreenPoint:
      GreenPoint Mortgage Funding, Inc. or its successors in interest.

     

    Guaranteed
      Certificates:
      Not
      applicable.

     

    Guaranteed
      Distribution:
      Not
      applicable.

     

    Holder
      or Certificateholder:
      The
      registered owner of any Certificate (other than the Underlying Interests) 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, a Servicer, any Cap Provider or any Affiliate thereof shall be deemed
      not to be outstanding in determining whether the requisite percentage necessary
      to effect any such consent has been obtained, except that, in determining
      whether the Trustee and any NIMS Insurer shall be protected in relying upon
      any
      such consent, only Certificates which a Responsible Officer of the Trustee
      knows
      to be so owned shall be disregarded. The Trustee and any NIMS Insurer may
      request and conclusively rely on certifications by the Depositor, the Master
      Servicer, any Servicer or any Cap Provider, in determining whether any
      Certificates are registered to an Affiliate of the Depositor, the Master
      Servicer, such Servicer or such Cap Provider, respectively.

     

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

     

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

     

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

     


    
      
        
        

      

      
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    Initial
      LIBOR Rate:
      5.320%
      per annum.

     

    Initial
      One-Year MTA Rate:
      Not
      applicable.

     

    Initial
      Optional Termination Date:
      Not
      applicable.

     

    Insolvency
      Proceeding:
      Not
      applicable.

     

    Insurance
      Fee Rate:
      Not
      applicable.

     

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

     

    Insurance
      Proceeds:
      Amounts
      paid by the insurer under any Insurance Policy, other than amounts (i) to cover
      expenses incurred by or on behalf of a Servicer or the 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
      Rate Cap Agreement:
      Either
      of (i) the Interest Rate Cap Agreement dated as of June 29, 2007, entered into
      between the Trustee on behalf of the Trust Fund (for the benefit of the holders
      of Pool 2 Certificates) and the Interest Rate Cap Provider, which agreement
      provides for the monthly payment, commencing on the Distribution Date in July
      2011 and terminating on the Distribution Date in May 2012, by the Interest
      Rate
      Cap Provider, but subject to the conditions set forth therein or (ii) the
      Interest Rate Cap Agreement dated as of June 29, 2007, entered into between
      the
      Trustee on behalf of the Trust Fund (for the benefit of the holders of Pool
      3
      Certificates) and the Interest Rate Cap Provider, which agreement provides
      for
      the monthly payment, commencing on the Distribution Date in June 2010 and
      terminating on the Distribution Date in April 2012, by the Interest Rate Cap
      Provider, but subject to the conditions set forth therein, together with the
      confirmation and schedules relating thereto, each of which is attached hereto
      as
      Exhibit O. The Interest Rate Cap Provider will be obligated to pay to the Trust
      Fund at least one Business Day prior to each Distribution Date, commencing
      with
      the Distribution Date in July 2011 and ending with the Distribution Date in
      May
      2012 with respect to the Interest Rate Cap Agreement related to the Pool 2
      Certificates or June 2010 and ending with the Distribution Date in April 2012
      with respect to the Interest Rate Cap Agreement related to the Pool 3
      Certificates, one month’s interest calculated at an annual rate equal to the
      excess, if any, of LIBOR over 6.75% based on a calculated notional amount as
      described in the Interest Rate Cap Agreement, multiplied by the actual number
      of
      days in the Accrual Period (treating, solely for purposes of such calculation,
      the initial Accrual Period as beginning on the Closing Date and ending on the
      day immediately preceding the initial Distribution Date), and divided by
      360.

     


    
      
        
        

      

      
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    Interest
      Rate Cap Accounts:
      The
      accounts described in Section 5.02(q) hereof.

     

    Interest
      Rate Cap Provider:
      Swiss
      Re Financial Products Corporation. 

     

    Interest
      Remittance Amount:
      With
      respect to any Distribution Date and any Mortgage Pool, an amount equal to
      (a)
      the sum of (1) all interest collected (other than in connection with Payaheads
      and Prepayment Premiums) or advanced in respect of Scheduled Payments on the
      related Mortgage Loans during the related Collection Period by any Servicer,
      the
      Master Servicer, or the Trustee (solely acting in its capacity as successor
      master servicer), minus (x) the Servicing Fee or General Servicing Fee, as
      applicable, with respect to such Mortgage Loans and (y) previously unreimbursed
      Advances and other amounts due to any Servicer, 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 related Mortgage Loans,
      (2)
      any Compensating Interest Payments with respect to the related Mortgage Loans
      with respect to the related Prepayment Period, (3) the portion of any Purchase
      Price (or FPD Purchase Price or EPD Purchase Price (excluding any FPD
      Premiums or EPD Premiums) payable with respect to a First Payment Default
      Mortgage Loan or  Early Payment Default Mortgage Loan,
      respectively) or Substitution Amount paid with respect to such Mortgage Loans
      during the related Prepayment Period allocable to interest, and (4) all Net
      Liquidation Proceeds, Insurance Proceeds and any other recoveries collected
      with
      respect to the related Mortgage Loans during the related Prepayment Period,
      to
      the extent allocable to interest, as reduced by (b) the amount of other costs,
      expenses or liabilities related to such Mortgage Pool and reimbursable to the
      Master Servicer, any Servicer, the Custodian pursuant to the Custodial Agreement
      or the Trustee and as increased by (c) the lesser of (1) the aggregate amount
      set forth in clauses (a) (1) through (5) of the definition of Principal
      Remittance Amount with respect to the Mortgage Loans in such Mortgage Pool
      for
      such Distribution Date and (2) the aggregate amount of Negative Amortization
      with respect to the Mortgage Loans in such Mortgage Pool during the related
      Collection Period.

     

    Intervening
      Assignment:
      As
      defined in Section 2.01(b).

     

    IRS:
      The
      Internal Revenue Service.

     

    Late
      Payment Rate:
      Not
      applicable.

     

    Latest
      Possible Maturity Date:
      The
      Distribution Date occurring in July 2047.

     

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

     

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

     


    
      
        
        

      

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

     

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

     

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

     

    LIBOR
      Certificate:
      (i) Any
      Offered Certificate (other than the Grantor Trust Certificates and Notional
      Certificates) and (ii) any Underlying Interest.

     

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

     

    Liquidated
      Mortgage Loan:
      Any
      defaulted Mortgage Loan as to which the Master Servicer or a 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 (exclusive
      of
      any possibility of a deficiency judgment).

     

    Liquidation
      Expenses:
      Expenses that are incurred by the Master Servicer or a Servicer in connection
      with the liquidation of any defaulted Mortgage Loan and that 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.

     

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

     


    
      
        
        

      

      
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    Lower
      Tier Interest:
      Any of the REMIC 1-AX Interests, the REMIC I-1 Interests, the SWAP II REMIC
      Interests, the REMIC II-1 Interests, the REMIC II-2 Interests, the SWAP III
      REMIC Interests and the REMIC III-1 Interests.

     

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

     

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

     

    Master
      Servicing Fee Rate:
      0.00%
      per annum.

     

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

     

    Maximum
      Interest Rate:
      Any of
      the Pool 1 Maximum Interest Rate, Pool 2 Maximum Interest Rate or Pool 3 Maximum
      Interest Rate.

     

    Maximum
      Rate:
      For any
      Mortgage Loan, the rate specified in the related Mortgage Note which the related
      mortgage rate will never exceed.

     

    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.

     

    Monthly
      Excess Cashflow:
      Not
      applicable.

     

    Monthly
      Excess Interest:
      Not
      applicable.

     

    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:
      As
      defined in Section 2.01(b).

     

    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.

     


    
      
        
        

      

      
        -61-

        
          

        

      

      
        
        

      

    


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

     

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

     

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

     

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

     

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

     

    Mortgagor:
      The
      obligor on a Mortgage Note.

     

    Negative
      Amortization:
      With
      respect to each Distribution Date, the amount of interest on the Mortgage Loans
      that the related Mortgagors are not obligated to pay as interest (and which
      shall be added to the Scheduled Principal Balance of each such Mortgage Loan)
      due to the negative amortization feature of such Mortgage Loans, in each case
      during the related Collection Period.

     

    Negative
      Amortization Certificate:
      Any
      Certificate other than the Class R Certificate, any Notional Certificate and
      Grantor Trust Certificate (unless the related Deferred Interest Cap Agreement
      has been terminated or there has been a default in payment under the related
      Deferred Interest Cap Agreement).

     

    Net
      Funds Cap:
      Any of
      the Pool 1 Net Funds Cap, Pool 2 Net Funds Cap or Pool 3 Net Funds
      Cap.

     

    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.

     


    
      
        
        

      

      
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    Net
      Mortgage Rate:
      With
      respect to any Mortgage Loan, the Mortgage Rate thereof reduced by the Servicing
      Fee Rate or General Servicing Fee Rate, as applicable, and any mortgage
      insurance premium rate, as applicable.

     

    Net
      Negative Amortization:
      For any
      Distribution Date and each Mortgage Pool, the excess, if any, of (i) the
      Negative Amortization with respect to all Mortgage Loans in such Mortgage Pool
      for the calendar month prior to that Distribution Date, over (ii) the aggregate
      amount of all scheduled monthly principal payments received with respect to
      all
      Mortgage Loans in such Mortgage Pool during the related Collection Period,
      prepayments in full and partial prepayments received with respect to all
      Mortgage Loans in such Mortgage Pool during the related Prepayment Period
      (including principal received in connection with the repurchase of a Mortgage
      Loan from the Trust Fund and all other principal received other than scheduled
      monthly payments) and recoveries in respect of the Mortgage Loans in such
      Mortgage Pool received during the related Prepayment Period.

     

    Net
      Prepayment Interest Shortfall:
      With
      respect to any Deposit Date and any Class of Certificates, the excess, if any,
      of any Prepayment Interest Shortfalls with respect to the Mortgage Loans in
      a
      Mortgage Pool for such date over (i) any Prepayment Interest Excess with respect
      to such Mortgage Loans for such date and (ii) any amounts paid with respect
      to
      such shortfalls by a Servicer pursuant to the applicable Servicing Agreement
      or
      by the Master Servicer.

     

    Net
      Rate:
      Not
      applicable.

     

    Net
      Swap Payment:
      Either
      of the Pool 2 Net Swap Payment or Pool 3 Net Swap Payment.

     

    Net
      WAC:
      Not
      applicable.

     

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

     

    NIM
      Securities:
      Any net
      interest margin securities issued subsequent to the Closing Date by an owner
      trust or other special purpose entity, the principal assets of which include
      some or all of the Class 1-AP, Class 2-AP, Class 3-AP, Class 1-X, Class 2-X
      and
      Class 3-X Certificates and the payments received thereon, which principal assets
      back such securities.

     

    NIMS
      Agreement:
      Not
      applicable.

     

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

     

    Non-Book-Entry
      Certificate:
      Not
      applicable.

     

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

     

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

     


    
      
        
        

      

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

     

    Nonpayment:
      Not
      applicable.

     

    Notice:
      Not
      applicable.

     

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

     

    Notional
      Certificate:
      Any
      Class 1-AX or Class 2-AX Certificate.

     

    Offered
      Certificates:
      Collectively, the Class 1-A1, Class 1-A2, Class 1-A3A, Class 1-A3B, Class 1-AX,
      Class 2-A1, Class 2-A2, Class 2-A3, Class 2-AX, Class 3-A1, Class 3-A2, Class
      3-A3, Class 1-M1, Class 1-M2, Class 1-M3, Class 1-M4, Class 1-M5, Class 1-M6,
      Class 1-M7, Class 1-M8, Class 1-M9, Class 2-M1, Class
      2-M2, Class 2-M3, Class 2-M4, Class 2-M5, Class 2-M6, Class 2-M7, Class
      2-M8,
      Class
      3-M1, Class 3-M2, Class 3-M3, Class 3-M4, Class 3-M5, Class 3-M6, Class 3-M7
      and
      Class 3-M8 Certificates.

     

    Offering
      Document:
      Either
      of the private placement memorandum, dated June 29, 2007, relating to the
      Privately Offered Certificates or the Prospectus.

     

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

     

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

     

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

     

    Original
      Loan-to-Value Ratio:
      Not
      applicable.

     

    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.

     


    
      
        
        

      

      
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    Originators:
      IndyMac
      Bank, F.S.B., Bank of America, National Association, Residential Funding
      Company, LLC, Countrywide Home Loans, Inc., Paul Financial, LLC, Lehman Brothers
      Bank, FSB and GreenPoint.

     

    Overcollateralization
      Amount:
      Any of
      the Pool 1 Overcollateralization Amount, Pool 2 Overcollateralization Amount
      or
      the Pool 3 Overcollateralization Amount.

     

    Overcollateralization
      Deficiency:
      Not
      applicable.

     

    Overcollateralization
      Floor:
      Not
      applicable.

     

    Overcollateralization
      Release Amount:
      Not
      applicable.

     

    Payahead:
      With
      respect to any Mortgage Loan and any Due Date therefor, any Scheduled Payment
      received by the 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.

     

    Percentage
      Interest:
      When
      used to establish minimum denominations and otherwise with respect to a class
      of
      Certificates other than the Grantor Trust Certificates, Class 1-C, Class 2-C,
      Class 3-C, Class 1-X, Class 2-X, Class 3-X, Class 1-AP, Class 2-AP, Class 3-AP
      and Class R Certificates, the fraction, expressed as a percentage, the numerator
      of which is that Certificate’s Certificate Principal Amount or Notional Amount
      and the denominator of which is the applicable Class Principal Amount or Class
      Notional Amount. When used to determine voting rights of Certificateholders,
      for
      any Certificate other than a Notional Certificate, Grantor Trust Certificate,
      or
      the Class 1-C, Class 2-C, Class 3-C, Class 1-X, Class 2-X, Class 3-X, Class
      1-AP, Class 2-AP, Class 3-AP and Class R Certificates, the fraction, expressed
      as a percentage, the numerator of which is that Certificate’s Certificate
      Principal Amount and the denominator of which is the total of the Class
      Principal Amounts of all such classes of Certificates; and the Percentage
      Interest of a Notional Certificate will be the fraction, expressed as a
      percentage, the numerator of which is that Certificate’s Notional Amount and the
      denominator of which is the total of the Class Notional Amounts of all such
      Classes of Certificates. With respect to any Class 1-C, Class 2-C, Class 3-C,
      Class 1-X, Class 2-X, Class 3-X, Class 1-AP, Class 2-AP, Class 3-AP and Class
      R
      Certificates, the Percentage Interest evidenced thereby shall be as specified
      on
      the face thereof.

     


    
      
        
        

      

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

     

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

     

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

     

    Placement
      Agent:
      Lehman
      Brothers Inc.

     

    Plan:
      As
      defined in Section 3.03(d).

     

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

     

    Policy
      Payments Account:
      Not
      applicable.

     

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

     

    Pool
      1
      Applied Loss Amount:
      With
      respect to any Distribution Date, the amount, if any, by which (x) the aggregate
      Certificate Principal Amount of the Pool 1 Certificates after giving effect
      to
      all Realized Losses incurred with respect to the Pool 1 Mortgage Loans during
      the related Collection Period and distributions of principal on such
      Distribution Date, but before giving effect to any application of the Pool
      1
      Applied Loss Amount with respect to such date, exceeds (y) the Pool Balance
      for
      Pool 1 for such Distribution Date.

     

    Pool
      1
      Assets:
      As
      defined in Section 7.01(b)(i).

     

    Pool
      1
      Basis Risk Payment:
      For any
      Distribution Date and the Pool 1 Certificates, the sum of (1) any Basis Risk
      Shortfall for the Pool 1 Certificates for such Distribution Date and (2) any
      Unpaid Basis Risk Shortfall for the Pool 1 Certificates for such Distribution
      Date; provided, however, that the amount of the Pool 1 Basis Risk Payment for
      any Distribution Date cannot exceed the amount of Pool 1 Monthly Excess Cashflow
      otherwise distributable in respect of the Class 1-X Certificates pursuant to
      Section 5.02(h) hereof on such Distribution Date (as determined under the
      definition of “Class 1-X Distributable Amount” without regard to the Pool 1
      Basis Risk Payment for such Distribution Date).

     

    Pool
      1
      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.

     

    Pool
      1
      Certificates:
      The
      Pool 1 Senior Certificates and Pool 1 Subordinate Certificates.

     


    
      
        
        

      

      
        -66-

        
          

        

      

      
        
        

      

    


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

     

    
      	
              Distribution
                Date

            	
              Loss
                Percentage

            
	
              July
                2010 through June 2011

            	
              0.45%
                for the first month plus an additional 1/12th of 0.35% for each month
                thereafter.

            
	
              July
                2011 through June 2012

            	
              0.80%
                for the first month plus an additional 1/12th of 0.35% for each month
                thereafter.

            
	
              July
                2012 through June 2013

            	
              1.15%
                for the first month plus an additional 1/12th of 0.45% for each month
                thereafter.

            
	
              July
                2013 through June 2014

            	
              1.60%
                for the first month plus an additional 1/12th of 0.15% for each month
                thereafter.

            
	
              July
                2014 and thereafter

            	
              1.75%

            


    

    


    Pool
      1
      Delinquency Event:
      With
      respect to any Distribution Date, a “Pool 1 Delinquency Event” shall occur if
      the Pool 1 Rolling Three Month Delinquency Rate as of the last day of the
      immediately preceding month equals or exceeds, for Distribution Dates prior
      to
      July 2013, 28.30%, and, for Distribution Dates during or after July 2013, 35.35%
      of the Pool 1 Senior Enhancement Percentage for such Distribution
      Date.

     

    Pool
      1
      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 Pool
      1
      Mortgage Loans that are 60 or more days Delinquent (including all foreclosures,
      bankruptcies and REO Properties) as of the close of business on the last day
      of
      such month, and the denominator of which is the Pool Balance for Pool 1 as
      of
      the close of business on the last day of such month.

     

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

     

    Pool
      1
      Maximum Interest Rate:
      For any
      Distribution Date, an annual rate equal to the Pool 1 Net Funds Cap for such
      Distribution Date if the Optimal Interest Remittance Amount was computed by
      reference to the weighted average of the excess of the Maximum Rates for the
      Pool 1 Mortgage Loans over the General Servicing Fee Rate and any mortgage
      insurance premium rate, as applicable.

     

    Pool
      1
      Monthly Excess Cashflow:
      With
      respect to any Distribution Date, the sum of (x) the Pool 1 Monthly Excess
      Interest for such date, (y) Pool 1 Overcollateralization Release Amount for
      such
      date and (z) that portion, if any, of the Principal Distribution Amount for
      such
      date available for distribution pursuant to Section 5.02(e)(i)(D) or Section
      5.02(e)(ii)(K) hereof.

     


    
      
        
        

      

      
        -67-

        
          

        

      

      
        
        

      

    


    Pool
      1
      Monthly Excess Interest:
      With
      respect to any Distribution Date, that portion, if any, of the Interest
      Remittance Amount available for distribution pursuant to Section 5.02(b)(iv)
      hereof for such date.

     

    Pool
      1
      Mortgage Loan:
      A
      Mortgage in Pool 1 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 Pool 1 Mortgage Loan listed on the Mortgage Loan
      Schedule, as amended from time to time.

     

    Pool
      1
      Net Funds Cap:
      With
      respect to any Distribution Date and the Pool 1 Senior Certificates, the excess
      of (1) an annual rate equal to (a) a fraction, expressed as a percentage, the
      numerator of which is the product of (x) the Optimal Interest Remittance Amount
      for Pool 1 for such Distribution Date and (y) 12, and the denominator of which
      is the Pool Balance for Pool 1 as of the first day of the related Collection
      Period (not including for this purpose Mortgage Loans for which prepayments
      in
      full have been received and distributed in the month prior to that Distribution
      Date), multiplied by (b) a fraction, the numerator of which is 30 and the
      denominator of which is the actual number of days in the Accrual Period related
      to such Distribution Date over (2) the product of (I) the Class 1-AX Certificate
      Interest Rate for such Distribution Date, (II) 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. With respect to any
      Distribution Date and the Pool 1 Subordinate Certificates, an annual rate equal
      to (a) a fraction, expressed as a percentage, the numerator of which is the
      product of (x) the Optimal Interest Remittance Amount for Pool 1 for such
      Distribution Date and (y) 12, and the denominator of which is the Pool Balance
      for Pool 1 as of the first day of the related Collection Period (not including
      for this purpose Mortgage Loans for which prepayments in full have been received
      and distributed in the month prior to that Distribution Date), multiplied by
      (b)
      a fraction, the numerator of which is 30 and the denominator of which is the
      actual number of days in the Accrual Period related to such Distribution
      Date.

     

    Pool
      1
      Net Rate:
      With
      respect to any Distribution Date (and the related Accrual Period), a per annum
      rate equal to (a) a fraction, expressed as a percentage, the numerator of which
      is the product of (x) the Optimal Interest Remittance Amount for Pool 1 for
      such
      Distribution Date less the amount of interest due on the Class 1-AX Certificates
      for such Distribution Date and (y) 12, and the denominator of which is the
      Pool
      Balance for Pool 1 as of the first day of the related Collection Period (not
      including for this purpose Mortgage Loans for which prepayments in full have
      been received and distributed in the month prior to that Distribution Date),
      multiplied by (b) a fraction, the numerator of which is 30 and the denominator
      of which is the actual number of days in the Accrual Period related to such
      Distribution Date.

     

    Pool
      1
      Overcollateralization Amount:
      With
      respect to any Distribution Date, the amount, if any, by which (x) the Pool
      Balance for Pool 1 for such Distribution Date determined as of the last day
      of
      the related Collection Period exceeds (y) the aggregate Class Principal Amount
      of the Pool 1 Certificates after giving effect to distributions on such
      Distribution Date.

     

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

     


    
      
        
        

      

      
        -68-

        
          

        

      

      
        
        

      

    


    Pool
      1
      Overcollateralization Floor:
      For any
      Distribution Date, $3,620,552 (0.50% of the Pool Balance for Pool 1 as of the
      Cut-off Date).

     

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

     

    Pool
      1
      Purchase Price:
      With
      respect to the purchase of a Pool 1 Mortgage Loan or related REO Property
      pursuant to this Agreement, an amount equal to the sum of (a) 100% of the unpaid
      principal balance of such Mortgage Loan, (b) accrued interest thereon at the
      applicable Mortgage Rate, from the date as to which interest was last paid
      to
      (but not including) the Due Date in the Collection Period immediately preceding
      the related Distribution Date; (c) any unreimbursed Servicing Advances with
      respect to such Mortgage Loan; (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
      and (e) the fair market value of all other property being purchased (reduced,
      in
      the case of REO Property relating to a Pool 1 Mortgage Loan, 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 and the Servicer (or the Trustee, in its capacity
      as
      successor master servicer, if applicable) shall be reimbursed from the Pool
      1
      Purchase Price for any Pool 1 Mortgage Loan or related REO Property for any
      Advances made or other amounts advanced with respect to such Mortgage Loan
      that
      are reimbursable to the Master Servicer or the Servicer under this Agreement
      or
      the Servicing Agreement (or to the Trustee hereunder in its capacity as
      successor master servicer), together with any accrued and unpaid compensation
      due to the Master Servicer, the Servicer or the Trustee hereunder or
      thereunder.

     

    Pool
      1
      Repurchase Price:
      As
      defined in Section 7.01(b)(i).

     

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

     

    Pool
      1
      Senior Certificates:
      The
      Class 1-A1 Underlying Interest, Class 1-A2 Underlying Interest, Class 1-A3A
      Underlying Interest, Class 1-A3B Underlying Interest and Class 1-AX
      Certificates.

     


    
      
        
        

      

      
        -69-

        
          

        

      

      
        
        

      

    


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

     

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

     

    Pool
      1
      Senior Target Amount:
      With
      respect to any Distribution Date an amount equal to the lesser of (a) the
      product of (1) (i) for each distribution prior to the Distribution Date in
      July
      2013, 75.25%; and (ii) thereafter, 80.20% and (2) the Pool Balance for Pool
      1
      for such Distribution Date determined as of the last day of the related
      Collection Period and (b) the amount, if any, by which (1) the Pool Balance
      for
      Pool 1 for such Distribution Date determined as of the last day of the related
      Collection Period exceeds (2) the Pool 1 Overcollateralization
      Floor.

     

    Pool
      1
      Stepdown Date:
      The
      later to occur of (x) the Distribution Date in July 2010 and (y) the first
      Distribution Date on which the Pool 1 Senior Enhancement Percentage (calculated
      for this purpose after giving effect to payments or other recoveries in respect
      of the Pool 1 Mortgage Loans during the related Collection Period, but before
      giving effect to distributions on any Certificates on such Distribution Date)
      is
      greater than or equal to (i) prior to the Distribution Date in July 2013, 24.75%
      and (ii) on or after the Distribution Date in July 2013, 19.80%.

     

    Pool
      1
      Subordinate Certificates:
      The
      Class 1-M1, Class 1-M2, Class 1-M3, Class 1-M4, Class 1-M5, Class 1-M6, Class
      1-M7, Class 1-M8 and Class 1-M9 Certificates.

     

    Pool
      1
      Subordinate Priority:
      Distributions to the Class 1-M1, Class 1-M2, Class 1-M3, Class 1-M4, Class
      1-M5,
      Class 1-M6, Class 1-M7, Class 1-M8 and Class 1-M9 Certificates, sequentially,
      in
      that order.

     

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

     

    Pool
      1
      Targeted Overcollateralization Amount:
      With
      respect to any Distribution Date (x) prior to the Pool 1 Stepdown Date an amount
      equal to $8,327,269 (1.15% of the Pool Balance for Pool 1 as of the Cut-off
      Date), (y) on or after the Pool 1 Stepdown Date, the greater of (1) the lesser
      of (a) the amount of $8,327,269 and (b) the product of (i) for each distribution
      prior to the Distribution Date in July 2013, 2.875%, and thereafter, 2.300%
      and
      (ii) the Pool Balance for Pool 1 as of the last day of the related Collection
      Period and (2) the Pool 1 Overcollateralization Floor and (z) on and after
      the
      Pool 1 Stepdown Date and for which a Pool 1 Trigger Event is in effect, the
      amount calculated under this definition for the immediately preceding
      Distribution Date.

     


    
      
        
        

      

      
        -70-

        
          

        

      

      
        
        

      

    


    Pool
      1
      Trigger Event:
      With
      respect to any Distribution Date, means that either a Pool 1 Delinquency Event
      or a Pool 1 Cumulative Loss Trigger Event is in effect for such Distribution
      Date.

     

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

     

    Pool
      2
      Applied Loss Amount:
      With
      respect to any Distribution Date, the amount, if any, by which (x) the aggregate
      Certificate Principal Amount of the Pool 2 Certificates after giving effect
      to
      all Realized Losses incurred with respect to the Pool 2 Mortgage Loans during
      the related Collection Period and distributions of principal on such
      Distribution Date, but before giving effect to any application of the Pool
      2
      Applied Loss Amount with respect to such date, exceeds (y) the Pool Balance
      for
      Pool 2 for such Distribution Date.

     

    Pool
      2
      Assets:
      As
      defined in Section 7.01(b)(ii).

     

    Pool
      2
      Basis Risk Payment:
      For any
      Distribution Date and the Pool 2 Certificates, the excess, if any, of (A) the
      sum of (1) any Basis Risk Shortfall for the Pool 2 Certificates for such
      Distribution Date not otherwise funded out of amounts received on the Pool
      2
      Interest Rate Cap Agreement and (2) any Unpaid Basis Risk Shortfall for the
      Pool
      2 Certificates for such Distribution Date not otherwise funded out of amounts
      received on the Pool 2 Interest Rate Cap Agreement over (B) the amount of
      payments of Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls made to
      the
      Pool 2 Certificates pursuant to Section 5.02(k)(v) for such Distribution Date;
      provided, however, that the amount of the Pool 2 Basis Risk Payment for any
      Distribution Date cannot exceed the amount of Pool 2 Monthly Excess Cashflow
      otherwise distributable in respect of the 2-X Component of the Class 2-X
      Certificates pursuant to Section 5.02(k) hereof on such Distribution Date (as
      determined under the definition of “2-X Component Distributable Amount” without
      regard to the Pool 2 Basis Risk Payment for such Distribution
      Date).

     

    Pool
      2
      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.

     

    Pool
      2
      Certificates:
      The
      Pool 2 Senior Certificates and Pool 2 Subordinate Certificates.

     

    Pool
      2
      Cumulative Loss Trigger Event:
      With
      respect to any Distribution Date, a Pool 2 Cumulative Loss Trigger Event will
      have occurred if the fraction, expressed as a percentage, obtained by dividing
      (x) the aggregate amount of cumulative Realized Losses incurred on the Pool
      2
      Mortgage Loans from the Cut-off Date through the last day of the related
      Collection Period by (y) the Pool Balance for Pool 2 as of the Cut-off Date,
      exceeds the applicable percentages described below with respect to such
      Distribution Date.

     


    
      
        
        

      

      
        -71-

        
          

        

      

      
        
        

      

    


    


    
      	
              Distribution
                Date

            	
              Loss
                Percentage

            
	
              July
                2010 through June 2011

            	
              0.45%
                for the first month plus an additional 1/12th of 0.35% for each month
                thereafter.

            
	
              July
                2011 through June 2012

            	
              0.80%
                for the first month plus an additional 1/12th of 0.35% for each month
                thereafter.

            
	
              July
                2012 through June 2013

            	
              1.15%
                for the first month plus an additional 1/12th of 0.40% for each month
                thereafter.

            
	
              July
                2013 through June 2014

            	
              1.55%
                for the first month plus an additional 1/12th of 0.15% for each month
                thereafter.

            
	
              July
                2014 and thereafter

            	
              1.70%

            


    

    


    Pool
      2
      Delinquency Event:
      With
      respect to any Distribution Date, a “Pool 2 Delinquency Event” shall occur if
      the Pool 2 Rolling Three Month Delinquency Rate as of the last day of the
      immediately preceding month equals or exceeds, for Distribution Dates prior
      to
      July 2013, 35.45%, and, for Distribution Dates during or after July 2013, 40.00%
      of the Pool 2 Senior Enhancement Percentage for such Distribution
      Date.

     

    Pool
      2
      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 Pool
      2
      Mortgage Loans that are 60 or more days Delinquent (including all foreclosures,
      bankruptcies and REO Properties) as of the close of business on the last day
      of
      such month, and the denominator of which is the Pool Balance for Pool 2 as
      of
      the close of business on the last day of such month.

     

    Pool
      2
      Initial Optional Termination Date:
      The
      Distribution Date following the month in which the Pool Balance for Pool 2
      initially declines to less than 10% of the Pool Balance for Pool 2 as of the
      Cut-off Date.

     

    Pool
      2
      Maximum Interest Rate:
      With
      respect to any Distribution Date and the Pool 2 Senior Certificates, an annual
      rate equal to the sum of (a) the related Pool 2 Net Funds Cap for such
      Distribution Date if the Optimal Interest Remittance Amount for Pool 2 was
      computed by reference to the weighted average of the excess of the Maximum
      Rates
      for the Pool 2 Mortgage Loans over the Servicing Fee Rate and any mortgage
      insurance premium rate, as applicable, and (b) the product, expressed as a
      percentage, of (1) the amount of any Pool 2 Net Swap Payment or Pool 2 Swap
      Termination Payment owed by the Swap Counterparty together with any proceeds
      received under the Pool 2 Interest Rate Cap Agreement on the related due date
      divided by the Pool Balance for Pool 2 as of the beginning of the related
      Collection Period and (2) a fraction, the numerator of which is 360 and the
      denominator of which is the actual number of days in the Accrual Period related
      to such Distribution Date. With respect to any Distribution Date and the Pool
      2
      Subordinate Certificates (other than the Class 2-M7 and Class 2-M8
      Certificates), an annual rate equal to the related Pool 2 Net Funds Cap for
      such
      Distribution Date if the related Optimal Interest Remittance Amount was computed
      by reference to the weighted average of the excess of the Maximum Rates for
      the
      Pool 2 Mortgage Loans over the Servicing Fee Rate and any mortgage insurance
      premium rate, as applicable.

     

    Pool
      2
      Monthly Excess Cashflow:
      With
      respect to any Distribution Date, the sum of (x) the Pool 2 Monthly Excess
      Interest for such date, (y) Pool 2 Overcollateralization Release Amount for
      such
      date and (z) that portion, if any, of the Principal Distribution Amount for
      such
      date available for distribution pursuant to Section 5.02(f)(i)(E) or Section
      5.02(f)(ii)(K) hereof.

     


    
      
        
        

      

      
        -72-

        
          

        

      

      
        
        

      

    


    Pool
      2
      Monthly Excess Interest:
      With
      respect to any Distribution Date, that portion, if any, of the Interest
      Remittance Amount available for distribution pursuant to Section 5.02(c)(v)
      hereof for such date.

     

    Pool
      2
      Mortgage Loan:
      A
      Mortgage in Pool 2 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 Pool 2 Mortgage Loan listed on the Mortgage Loan
      Schedule, as amended from time to time.

     

    Pool
      2
      Net Funds Cap:
      With
      respect to any Distribution Date and the Pool 2 Senior Certificates, an annual
      rate equal to (a) a fraction, expressed as a percentage, the numerator of which
      is the product of (i) the excess, if any, of (x) the Optimal Interest Remittance
      Amount for Pool 2 for such Distribution Date over (y) the amount of any Pool
      2
      Net Swap Payment or Pool 2 Swap Termination Payment not due to a Swap
      Counterparty Trigger Event owed to the Swap Counterparty on the related due
      date
      and (ii) 12, and the denominator of which is the Pool Balance for Pool 2 as
      of
      the first day of the related Collection Period (not including for this purpose
      Mortgage Loans for which prepayments in full have been received and distributed
      in the month prior to that Distribution Date), multiplied by (b) a fraction,
      the
      numerator of which is 30 and the denominator of which is the actual number
      of
      days in the Accrual Period related to such Distribution Date. With respect
      to
      any Distribution Date and the Pool 2 Subordinate Certificates (other than the
      Class 2-M7 and Class 2-M8 Certificates), an annual rate equal to (a) a fraction,
      expressed as a percentage, the numerator of which is the product of (x) the
      excess, if any, of (1) the Optimal Interest Remittance Amount for Pool 2 for
      such Distribution Date over (2) the amount of any Pool 2 Net Swap Payment or
      Pool 2 Swap Termination Payment not due to a Swap Counterparty Trigger Event
      owed to the Swap Counterparty on the related due date and (y) 12, and the
      denominator of which is the Pool Balance of Pool 2 as of the first day of the
      related Collection Period (not including for this purpose Mortgage Loans for
      which prepayments in full have been received and distributed in the month prior
      to that Distribution Date), multiplied by (b) a fraction, the numerator of
      which
      is 30 and the denominator of which is the actual number of days in the Accrual
      Period related to such Distribution Date, multiplied by (c) a factor, the
      numerator of which is the beginning Class Principal Amounts of the Class 2-M1,
      Class 2-M2, Class 2-M3, Class 2-M4, Class 2-M5, Class 2-M6, Class 2-M7 and
      Class
      2-M8 Certificates, and the denominator of which is the sum of the beginning
      Class Principal Amounts of the Class 2-M1, Class 2-M2, Class 2-M3, Class 2-M4,
      Class 2-M5 and Class 2-M6 Certificates for such Distribution Date.

     

    Pool
      2
      Net Rate:
      The per
      annum rate set forth in footnote 1 to the description of REMIC II-1 in the
      Preliminary Statement hereto (such rate being based on the weighted average
      of
      the interest rates on the SWAP II REMIC Regular Interests as adjusted and as
      set
      forth in such footnote).

     

    Pool
      2
      Net Swap Payment: With
      respect to each Distribution Date, the net payment required to be made pursuant
      to the terms of the Pool 2 Swap Agreement, which net payment shall not take
      into
      account any Pool 2 Swap Termination Payment, and any unpaid amounts due on
      previous Swap Payment Dates and accrued interest thereon as provided in the
      Pool
      2 Swap Agreement, as calculated by the Swap Counterparty and furnished to the
      Trustee.

     


    
      
        
        

      

      
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    Pool
      2
      Net WAC:
      With
      respect to any Distribution Date (and the related Accrual Period), a per annum
      rate equal to (a) a fraction, expressed as a percentage, the numerator of which
      is the product of (i) the Optimal Interest Remittance Amount for Pool 2 for
      such
      date and (ii) 12, and the denominator of which is the Pool Balance for Pool
      2 as
      of the first day of the related Collection Period (not including for this
      purpose Mortgage Loans for which prepayments in full have been received and
      distributed in the month prior to that Distribution Date), multiplied by (b)
      a
      fraction, the numerator of which is 30 and the denominator of which is the
      actual number of days in the Accrual Period related to such Distribution
      Date.

     

    Pool
      2
      Overcollateralization Amount:
      With
      respect to any Distribution Date, the amount, if any, by which (x) the Pool
      Balance for Pool 2 for such Distribution Date determined as of the last day
      of
      the related Collection Period exceeds (y) the aggregate Class Principal Amount
      of the Pool 2 Certificates after giving effect to distributions on such
      Distribution Date.

     

    Pool
      2
      Overcollateralization Deficiency:
      With
      respect to any Distribution Date, the amount, if any, by which (x) the Pool
      2
      Targeted Overcollateralization Amount for such Distribution Date exceeds (y)
      the
      Pool 2 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 Pool 2 Certificates resulting
      from the distribution of the Principal Distribution Amount for Pool 2 on such
      Distribution Date but prior to allocation of any Pool 2 Applied Loss Amount
      on
      such Distribution Date.

     

    Pool
      2
      Overcollateralization Floor:
      For any
      Distribution Date, $1,940,937 (0.50% of the Pool Balance for Pool 2 as of the
      Cut-off Date).

     

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

     

    Pool
      2
      Purchase Price:
      With
      respect to the purchase of a Pool 2 Mortgage Loan or related REO Property
      pursuant to this Agreement, an amount equal to the sum of (a) 100% of the unpaid
      principal balance of such Mortgage Loan, (b) accrued interest thereon at the
      applicable Mortgage Rate, from the date as to which interest was last paid
      to
      (but not including) the Due Date in the Collection Period immediately preceding
      the related Distribution Date; (c) any unreimbursed Servicing Advances with
      respect to such Mortgage Loan; (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
      and (e) the fair market value of all other property being purchased (reduced,
      in
      the case of REO Property relating to a Pool 2 Mortgage Loan, 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 and the Servicer (or the Trustee, in its capacity
      as
      successor master servicer, if applicable) shall be reimbursed from the Pool
      2
      Purchase Price for any Pool 2 Mortgage Loan or related REO Property for any
      Advances made or other amounts advanced with respect to such Mortgage Loan
      that
      are reimbursable to the Master Servicer or the Servicer under this Agreement
      or
      the Servicing Agreement (or to the Trustee hereunder in its capacity as
      successor master servicer), together with any accrued and unpaid compensation
      due to the Master Servicer, the Servicer or the Trustee hereunder or
      thereunder.

     


    
      
        
        

      

      
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    Pool
      2
      Repurchase Price:
      As
      defined in Section 7.01(b)(ii).

     

    Pool
      2
      Rolling Three Month Delinquency Rate:
      With
      respect to any Distribution Date, the average of the Pool 2 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.

     

    Pool
      2
      Senior Certificates:
      The
      Class 2-A1, Class 2-A2, Class 2-A3 and Class 2-AX Certificates.

     

    Pool
      2
      Senior Enhancement Percentage:
      With
      respect to any Distribution Date, the fraction, expressed as a percentage,
      the
      numerator of which is the sum of the aggregate Class Principal Amount of the
      Pool 2 Subordinate Certificates and the Pool 2 Overcollateralization Amount
      (which amount, for purposes of this definition only, shall not be less than
      zero
      and assuming for purposes of this definition that the Principal Distribution
      Amount has been distributed on such Distribution Date and no Pool 2 Trigger
      Event has occurred) and the denominator of which is the Pool Balance for Pool
      2
      for such Distribution Date, in each case after giving effect to distributions
      on
      such Distribution Date.

     

    Pool
      2
      Senior Principal Distribution Amount:
      For any
      Distribution Date, an amount equal to (a) prior to the Pool 2 Stepdown Date
      or
      if a Pool 2 Trigger Event is in effect with respect to such Distribution Date,
      100% of the Principal Distribution Amounts for Pool 2 and (b) on or after the
      Pool 2 Stepdown Date and as long as a Pool 2 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 Pool 2 Senior Certificates after the
      allocation of Net Negative Amortization, if any, for each Distribution Date
      and
      immediately prior to distributions on such Distribution Date exceeds (y) the
      Pool 2 Senior Target Amount.

     

    Pool
      2
      Senior Target Amount:
      With
      respect to any Distribution Date an amount equal to the lesser of (a) the
      product of (1) (i) for each distribution prior to the Distribution Date in
      July
      2013, 80.25%; and (ii) thereafter, 84.20% and (2) the Pool Balance for Pool
      2
      for such Distribution Date determined as of the last day of the related
      Collection Period and (b) the amount, if any, by which (1) the Pool Balance
      for
      Pool 2 for such Distribution Date determined as of the last day of the related
      Collection Period exceeds (2) the Pool 2 Overcollateralization
      Floor.

     

    Pool
      2
      Stepdown Date:
      The
later to occur of (x) the Distribution Date in July 2010 and (y) the first
      Distribution Date on which the Pool 2 Senior Enhancement Percentage (calculated
      for this purpose after giving effect to payments or other recoveries in respect
      of the Pool 2 Mortgage Loans during the related Collection Period, but before
      giving effect to distributions on any Certificates on such Distribution Date)
      is
      greater than or equal to (i) prior to the Distribution Date in July 2013, 19.75%
      and (ii) on or after the Distribution Date in July 2013, 15.80%.

     


    
      
        
        

      

      
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    Pool
      2
      Subordinate Certificates:
      The
      Class 2-M1, Class 2-M2, Class 2-M3, Class 2-M4, Class 2-M5, Class 2-M6, Class
      2-M7 and Class 2-M8 Certificates.

     

    Pool
      2
      Subordinate Priority:
      Distributions to the Class 2-M1, Class 2-M2, Class 2-M3, Class 2-M4, Class
      2-M5,
      Class 2-M6, Class 2-M7 and Class 2-M8 Certificates, sequentially, in that
      order.

     

    Pool
      2
      Supplemental Interest Trust:
      The
      corpus of a trust created pursuant to Section 5.07 of this Agreement and
      designated as the “Pool 2 Supplemental Interest Trust,” consisting of the Pool 2
      Swap Agreement, the Pool 2 Supplemental Interest Trust Account and the right
      to
      receive the Class 2-X Distributable Amount as provided in Section
      5.07

     

    Pool
      2
      Supplemental Interest Trust Account:
      The
      account created pursuant to Section 5.07 of this Agreement related to Pool
      2.

     

    Pool
      2
      Supplemental Interest Trust Amount:
      With
      respect to any Swap Payment Date, the sum of any Pool 2 Net Swap Payment and
      any
      Pool 2 Swap Termination Payment deposited into the Pool 2 Supplemental Interest
      Trust Account.

     

    Pool
      2
      Swap Agreement:
      The
      interest rate swap agreement entered into by the Pool 2 Supplemental Interest
      Trust, which agreement provides for, among other things, a Pool 2 Net Swap
      Payment to be paid pursuant to the conditions provided therein, together with
      any schedules, confirmations or other agreements relating thereto, attached
      hereto as Exhibit N.

     

    Pool
      2
      Swap Termination Payment:
      Upon
      the designation of an “Early Termination Date” as defined in the Pool 2 Swap
      Agreement, the payment required to be made by the Pool 2 Supplemental Interest
      Trust to the Swap Counterparty, or by the Swap Counterparty to the Pool 2
      Supplemental Interest Trust, as applicable, pursuant to the terms of the Pool
      2
      Swap Agreement, and any unpaid amounts due on previous Swap Payment Dates and
      accrued interest thereon as provided in the Pool 2 Swap Agreement, as calculated
      by the Swap Counterparty and furnished to the Trustee.

     

    Pool
      2
      Target Amount:
      an
      amount equal to the Pool Balance for Pool 2 as of such Distribution Date minus
      the Pool 2 Targeted Overcollateralization Amount for such Distribution
      Date.

     

    Pool
      2
      Targeted Overcollateralization Amount:
      With
      respect to any Distribution Date (x) prior to the Pool 2 Stepdown Date an amount
      equal to $2,717,311 (0.70% of the Pool Balance for Pool 2 as of the Cut-off
      Date), (y) on or after the Pool 2 Stepdown Date, the greater of (1) the lesser
      of (a) the amount of $2,717,311 and (b) the product of (i) for each distribution
      prior to the Distribution Date in July 2013, 1.750%, and thereafter, 1.400%
      and
      (ii) the Pool Balance for Pool 2 as of the last day of the related Collection
      Period and (2) the Pool 2 Overcollateralization Floor and (z) on and after
      the
      Pool 2 Stepdown Date and for which a Pool 2 Trigger Event is in effect, the
      amount calculated under this definition for the immediately preceding
      Distribution Date.

     


    
      
        
        

      

      
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    Pool
      2
      Trigger Event:
      With
      respect to any Distribution Date, means that either a Pool 2 Delinquency Event
      or a Pool 2 Cumulative Loss Trigger Event is in effect for such Distribution
      Date.

     

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

     

    Pool
      3
      Applied Loss Amount:
      With
      respect to any Distribution Date, the amount, if any, by which (x) the aggregate
      Certificate Principal Amount of the Pool 3 Certificates after giving effect
      to
      all Realized Losses incurred with respect to the Pool 3 Mortgage Loans during
      the related Collection Period and distributions of principal on such
      Distribution Date, but before giving effect to any application of the Pool
      3
      Applied Loss Amount with respect to such date, exceeds (y) the Pool Balance
      for
      Pool 3 for such Distribution Date.

     

    Pool
      3
      Available Basis Risk Amount:
      For any
      Distribution Date, the lesser of (i) the product of (a) the excess, if any
      of
      (1) the weighted average of the Certificate Interest Rates on the Pool 3
      Certificates computed without regard to the Pool 3 Net Funds Cap, weighted
      based
      on the relative Class Principal Amounts for each such Class of Certificates
      over
      (2) the Pool 3 Net Funds Cap and (b) the Scheduled Notional Amount related
      to
      the Pool 3 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 Pool 3
      Supplemental Interest Trust Account after all required distributions have been
      made on such Distribution Date pursuant to Sections 5.02(l)(i) through
      5.02(l)(iv).

     

    Pool
      3
      Assets:
      As
      defined in Section 7.01(b)(ii).

     

    Pool
      3
      Basis Risk Payment:
      For any
      Distribution Date and the Pool 3 Certificates, the excess, if any, of (A) the
      sum of (1) any Basis Risk Shortfall for the Pool 3 Certificates for such
      Distribution Date not otherwise funded out of amounts received on the Pool
      3
      Interest Rate Cap Agreement and (2) any Unpaid Basis Risk Shortfall for the
      Pool
      3 Certificates for such Distribution Date not otherwise funded out of amounts
      received on the Pool 3 Interest Rate Cap Agreement over (B) the amount of
      payments of Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls made to
      the
      Pool 3 Certificates pursuant to Sections 5.02(l)(v)(A) and 5.02(l)(vii) for
      such
      Distribution Date; provided, however, that the amount of the Pool 3 Basis Risk
      Payment for any Distribution Date cannot exceed the amount of Pool 3 Monthly
      Excess Cashflow otherwise distributable in respect of the 3-X Component of
      the
      Class 3-X Certificates pursuant to Section 5.02(l) hereof on such Distribution
      Date (as determined under the definition of “3-X Component Distributable Amount”
without regard to the Pool 3 Basis Risk Payment for such Distribution
      Date).

     

    Pool
      3
      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.

     

    Pool
      3
      Certificates:
      The
      Pool 3 Senior Certificates and Pool 3 Subordinate Certificates.

     


    
      
        
        

      

      
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    Pool
      3
      Cumulative Loss Trigger Event:
      With
      respect to any Distribution Date, a Pool 3 Cumulative Loss Trigger Event will
      have occurred if the fraction, expressed as a percentage, obtained by dividing
      (x) the aggregate amount of cumulative Realized Losses incurred on the Pool
      3
      Mortgage Loans from the Cut-off Date through the last day of the related
      Collection Period by (y) the Pool Balance for Pool 3 as of the Cut-off Date,
      exceeds the applicable percentages described below with respect to such
      Distribution Date.

     

    
      	
              Distribution
                Date

            	
              Loss
                Percentage

            
	
              July
                2010 through June 2011

            	
              0.50%
                for the first month plus an additional 1/12th of 0.35% for each month
                thereafter.

            
	
              July
                2011 through June 2012

            	
              0.85%
                for the first month plus an additional 1/12th of 0.40% for each month
                thereafter.

            
	
              July
                2012 through June 2013

            	
              1.25%
                for the first month plus an additional 1/12th of 0.45% for each month
                thereafter.

            
	
              July
                2013 through June 2014

            	
              1.70%
                for the first month plus an additional 1/12th of 0.15% for each month
                thereafter.

            
	
              July
                2014 and thereafter

            	
              1.85%

            


    

    


    Pool
      3
      Delinquency Event:
      With
      respect to any Distribution Date, a “Pool 3 Delinquency Event” shall occur if
      the Pool 3 Rolling Three Month Delinquency Rate as of the last day of the
      immediately preceding month equals or exceeds, for Distribution Dates prior
      to
      July 2013, 35.00%, and, for Distribution Dates during or after July 2013, 40.00%
      of the Pool 3 Senior Enhancement Percentage for such Distribution
      Date.

     

    Pool
      3
      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 Pool
      3
      Mortgage Loans that are 60 or more days Delinquent (including all foreclosures,
      bankruptcies and REO Properties) as of the close of business on the last day
      of
      such month, and the denominator of which is the Pool Balance for Pool 3 as
      of
      the close of business on the last day of such month.

     

    Pool
      3
      Initial Optional Termination Date:
      The
      Distribution Date following the month in which the Pool Balance for Pool 3
      initially declines to less than 10% of the Pool Balance for Pool 3 as of the
      Cut-off Date.

     

    Pool
      3
      Maximum Interest Rate:
      For any
      Distribution Date, an annual rate equal to the sum of (a) the Pool 3 Net Funds
      Cap for such Distribution Date if the Optimal Interest Remittance Amount for
      Pool 3 was computed by reference to the weighted average of the excess of the
      Maximum Rates for the Pool 3 Mortgage Loans over the General Servicing Fee
      Rate
      and any mortgage insurance premium rate, as applicable, and (b) the product,
      expressed as a percentage, of (1) the amount of any Pool 3 Net Swap Payment
      or
      Pool 3 Swap Termination Payment owed by the Swap Counterparty together
      with any proceeds received under the Pool 3 Interest Rate Cap Agreement
on
      the
      related due date divided by the Pool Balance for Pool 3 as of the beginning
      of
      the related Collection Period and (2) a fraction, the numerator of which is
      360
      and the denominator of which is the actual number of days in the Accrual Period
      related to such Distribution Date.

     


    
      
        
        

      

      
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    Pool
      3
      Monthly Excess Cashflow:
      With
      respect to any Distribution Date, the sum of (x) the Pool 3 Monthly Excess
      Interest for such date, (y) Pool 3 Overcollateralization Release Amount for
      such
      date and (z) that portion, if any, of the Principal Distribution Amount for
      such
      date available for distribution pursuant to Section 5.02(g)(i)(E) or Section
      5.02(g)(ii)(K) hereof.

     

    Pool
      3
      Monthly Excess Interest:
      With
      respect to any Distribution Date, that portion, if any, of the Interest
      Remittance Amount available for distribution pursuant to Section 5.02(d)(v)
      hereof for such date.

     

    Pool
      3
      Mortgage Loan:
      A
      Mortgage in Pool 3 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 Pool 3 Mortgage Loan listed on the Mortgage Loan
      Schedule, as amended from time to time.

     

    Pool
      3
      Net Funds Cap:
      With
      respect to any Distribution Date, an annual rate equal to (a) a fraction,
      expressed as a percentage, the numerator of which is the product of (i) the
      excess, if any, of (x) the Optimal Interest Remittance Amount for Pool 3 for
      such Distribution Date over (y) the amount of any Pool 3 Net Swap Payment or
      Pool 3 Swap Termination Payment not due to a Swap Counterparty Trigger Event
      owed to the Swap Counterparty on the related due date and (ii) 12, and the
      denominator of which is the Pool Balance for Pool 3 as of the first day of
      the
      related Collection Period (not including for this purpose Mortgage Loans for
      which prepayments in full have been received and distributed in the month prior
      to that Distribution Date), multiplied by (b) a fraction, the numerator of
      which
      is 30 and the denominator of which is the actual number of days in the Accrual
      Period related to such Distribution Date.

     

    Pool
      3
      Net Rate:
      The per
      annum rate set forth in footnote 1 to the description of REMIC III-1 in the
      Preliminary Statement hereto (such rate being based on the weighted average
      of
      the interest rates on the SWAP III REMIC Regular Interests as adjusted and
      as
      set forth in such footnote).

     

    Pool
      3
      Net Swap Payment: With
      respect to each Distribution Date, the net payment required to be made pursuant
      to the terms of the Pool 3 Swap Agreement, which net payment shall not take
      into
      account any Pool 3 Swap Termination Payment, and any unpaid amounts due on
      previous Swap Payment Dates and accrued interest thereon as provided in the
      Pool
      3 Swap Agreement, as calculated by the Swap Counterparty and furnished to the
      Trustee.

     

    Pool
      3
      Net WAC:
      With
      respect to any Distribution Date (and the related Accrual Period), a per annum
      rate equal to (a) a fraction, expressed as a percentage, the numerator of which
      is the product of (i) the Optimal Interest Remittance Amount for Pool 3 for
      such
      date and (ii) 12, and the denominator of which is the Pool Balance for Pool
      3 as
      of the first day of the related Collection Period (not including for this
      purpose Mortgage Loans for which prepayments in full have been received and
      distributed in the month prior to that Distribution Date), multiplied by (b)
      a
      fraction, the numerator of which is 30 and the denominator of which is the
      actual number of days in the Accrual Period related to such Distribution
      Date.

     


    
      
        
        

      

      
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    Pool
      3
      Overcollateralization Amount:
      With
      respect to any Distribution Date, the amount, if any, by which (x) the Pool
      Balance for Pool 3 for such Distribution Date determined as of the last day
      of
      the related Collection Period exceeds (y) the aggregate Class Principal Amount
      of the Pool 3 Certificates after giving effect to distributions on such
      Distribution Date.

     

    Pool
      3
      Overcollateralization Deficiency:
      With
      respect to any Distribution Date, the amount, if any, by which (x) the Pool
      3
      Targeted Overcollateralization Amount for such Distribution Date exceeds (y)
      the
      Pool 3 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 Pool 3 Certificates resulting
      from the distribution of the Principal Distribution Amount for Pool 3 on such
      Distribution Date but prior to allocation of any Pool 3 Applied Loss Amount
      on
      such Distribution Date.

     

    Pool
      3
      Overcollateralization Floor:
      For any
      Distribution Date, $1,026,704 (0.50% of the Pool Balance for Pool 3 as of the
      Cut-off Date).

     

    Pool
      3
      Overcollateralization Release Amount:
      With
      respect to any Distribution Date, the lesser of (x) the Principal Remittance
      Amount for Pool 3 for such Distribution Date and (y) the amount, if any, by
      which (1) the Pool 3 Overcollateralization Amount for such Distribution Date
      (calculated for this purpose on the basis of the assumption that 100% of the
      Principal Remittance Amount for Pool 3 for such date is applied on such
      Distribution Date in reduction of the aggregate Certificate Principal Amount
      of
      the Pool 3 Certificates), exceeds (2) the Pool 3 Targeted Overcollateralization
      Amount for such Distribution Date.

     

    Pool
      3
      Purchase Price:
      With
      respect to the purchase of a Pool 3 Mortgage Loan or related REO Property
      pursuant to this Agreement, an amount equal to the sum of (a) 100% of the unpaid
      principal balance of such Mortgage Loan, (b) accrued interest thereon at the
      applicable Mortgage Rate, from the date as to which interest was last paid
      to
      (but not including) the Due Date in the Collection Period immediately preceding
      the related Distribution Date; (c) any unreimbursed Servicing Advances with
      respect to such Mortgage Loan; (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
      and (e) the fair market value of all other property being purchased (reduced,
      in
      the case of REO Property relating to a Pool 3 Mortgage Loan, 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 and the Servicer (or the Trustee, in its capacity
      as
      successor master servicer, if applicable) shall be reimbursed from the Pool
      3
      Purchase Price for any Pool 3 Mortgage Loan or related REO Property for any
      Advances made or other amounts advanced with respect to such Mortgage Loan
      that
      are reimbursable to the Master Servicer or the Servicer under this Agreement
      or
      the Servicing Agreement (or to the Trustee hereunder in its capacity as
      successor master servicer), together with any accrued and unpaid compensation
      due to the Master Servicer, the Servicer or the Trustee hereunder or
      thereunder.

     

    Pool
      3
      Repurchase Price:
      As
      defined in Section 7.01(b)(iii).

     


    
      
        
        

      

      
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    Pool
      3
      Rolling Three Month Delinquency Rate:
      With
      respect to any Distribution Date, the average of the Pool 3 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.

     

    Pool
      3
      Senior Certificates:
      The
      Class 3-A1, Class 3-A2 and Class 3-A3 Certificates.

     

    Pool
      3
      Senior Enhancement Percentage:
      With
      respect to any Distribution Date, the fraction, expressed as a percentage,
      the
      numerator of which is the sum of the aggregate Class Principal Amount of the
      Pool 3 Subordinate Certificates and the Pool 3 Overcollateralization Amount
      (which amount, for purposes of this definition only, shall not be less than
      zero
      and assuming for purposes of this definition that the Principal Distribution
      Amount has been distributed on such Distribution Date and no Pool 3 Trigger
      Event has occurred) and the denominator of which is the Pool Balance for Pool
      3
      for such Distribution Date, in each case after giving effect to distributions
      on
      such Distribution Date.

     

    Pool
      3
      Senior Principal Distribution Amount:
      For any
      Distribution Date, an amount equal to (a) prior to the Pool 3 Stepdown Date
      or
      if a Pool 3 Trigger Event is in effect with respect to such Distribution Date,
      100% of the Principal Distribution Amounts for Pool 3 and (b) on or after the
      Pool 3 Stepdown Date and as long as a Pool 3 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 Pool 3 Senior Certificates after the
      allocation of Net Negative Amortization, if any, for each Distribution Date
      and
      immediately prior to distributions on such Distribution Date exceeds (y) the
      Pool 3 Senior Target Amount.

     

    Pool
      3
      Senior Target Amount:
      With
      respect to any Distribution Date an amount equal to the lesser of (a) the
      product of (1) (i) for each distribution prior to the Distribution Date in
      July
      2013, 80.01%; and (ii) thereafter, 84.00% and (2) the Pool Balance for Pool
      3
      for such Distribution Date determined as of the last day of the related
      Collection Period and (b) the amount, if any, by which (1) the Pool Balance
      for
      Pool 3 for such Distribution Date determined as of the last day of the related
      Collection Period exceeds (2) the Pool 3 Overcollateralization
      Floor.

     

    Pool
      3
      Stepdown Date:
      The
      later to occur of (x) the Distribution Date in July 2010 and (y) the first
      Distribution Date on which the Pool 3 Senior Enhancement Percentage (calculated
      for this purpose after giving effect to payments or other recoveries in respect
      of the Pool 3 Mortgage Loans during the related Collection Period, but before
      giving effect to distributions on any Certificates on such Distribution Date)
      is
      greater than or equal to (i) prior to the Distribution Date in July 2013, 19.99%
      and (ii) on or after the Distribution Date in July 2013, 16.00%.

     

    Pool
      3
      Subordinate Certificates:
      The
      Class 3-M1, Class 3-M2, Class 3-M3, Class 3-M4, Class 3-M5, Class 3-M6, Class
      3-M7 and Class 3-M8 Certificates.

     

    Pool
      3
      Subordinate Priority:
      Distributions to the Class 3-M1, Class 3-M2, Class 3-M3, Class 3-M4, Class
      3-M5,
      Class 3-M6, Class 3-M7 and Class 3-M8 Certificates, sequentially, in that
      order.

     

    Pool
      3
      Supplemental Interest Trust:
      The
      corpus of a trust created pursuant to Section 5.07 of this Agreement and
      designated as the “Pool 3 Supplemental Interest Trust,” consisting of the Pool 3
      Swap Agreement, the Pool 3 Supplemental Interest Trust Account and the right
      to
      receive the Class 3-X Distributable Amount as provided in Section
      5.07

     


    
      
        
        

      

      
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    Pool
      3
      Supplemental Interest Trust Account:
      The
      account created pursuant to Section 5.07 of this Agreement related to Pool
      3.

     

    Pool
      3
      Supplemental Interest Trust Amount:
      With
      respect to any Swap Payment Date, the sum of any Pool 3 Net Swap Payment and
      any
      Pool 3 Swap Termination Payment deposited into the Pool 3 Supplemental Interest
      Trust Account.

     

    Pool
      3
      Swap Agreement:
      The
      interest rate swap agreement entered into by the Pool 3 Supplemental Interest
      Trust, which agreement provides for, among other things, a Pool 3 Net Swap
      Payment to be paid pursuant to the conditions provided therein, together with
      any schedules, confirmations or other agreements relating thereto, attached
      hereto as Exhibit N.

     

    Pool
      3
      Swap Termination Payment:
      Upon
      the designation of an “Early Termination Date” as defined in the Pool 3 Swap
      Agreement, the payment required to be made by the Pool 3 Supplemental Interest
      Trust to the Swap Counterparty, or by the Swap Counterparty to the Pool 3
      Supplemental Interest Trust, as applicable, pursuant to the terms of the Pool
      3
      Swap Agreement, and any unpaid amounts due on previous Swap Payment Dates and
      accrued interest thereon as provided in the Pool 3 Swap Agreement, as calculated
      by the Swap Counterparty and furnished to the Trustee.

     

    Pool
      3
      Target Amount:
      an
      amount equal to the Pool Balance for Pool 3 as of such Distribution Date minus
      the Pool 3 Targeted Overcollateralization Amount for such Distribution
      Date.

     

    Pool
      3
      Targeted Overcollateralization Amount:
      With
      respect to any Distribution Date (x) prior to the Pool 3 Stepdown Date an amount
      equal to $2,258,749 (1.10% of the Pool Balance for Pool 3 as of the Cut-off
      Date), (y) on or after the Pool 3 Stepdown Date, the greater of (1) the lesser
      of (a) the amount of $2,258,749 and (b) the product of (i) for each distribution
      prior to the Distribution Date in July 2013, 2.750%, and thereafter, 2.200%
      and
      (ii) the Pool Balance for Pool 3 as of the last day of the related Collection
      Period and (2) the Pool 3 Overcollateralization Floor and (z) on and after
      the
      Pool 3 Stepdown Date and for which a Pool 3 Trigger Event is in effect, the
      amount calculated under this definition for the immediately preceding
      Distribution Date.

     

    Pool
      3
      Trigger Event:
      With
      respect to any Distribution Date, means that either a Pool 3 Delinquency Event
      or a Pool 3 Cumulative Loss Trigger Event is in effect for such Distribution
      Date.

     

    Pool
      Assets:
      Not
      applicable.

     

    Pool
      Balance:
      As to
      each Mortgage Pool and any Distribution Date or the Cut-off Date, the sum of
      the
      Scheduled Principal Balances of the Mortgage Loans included in such Mortgage
      Pool for that date.

     

    Pool
      Percentage:
      Not
      applicable.

     


    
      
        
        

      

      
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    Pool
      Subordinate Amount:
      Not
      applicable.

     

    Preference
      Claim:
      Not
      applicable.

     

    Premium
      Percentage:
      Not
      applicable.

     

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

     

    Prepayment
      Interest Shortfall:
      With
      respect to any Distribution Date and any Principal Prepayment, 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 any Distribution Date and any Principal Prepayment (including any
      liquidation) in full or in part (except prepayments in part or in full received
      by Countrywide Servicing and prepayments in full received by Aurora), the
      calendar month immediately preceding the month in which such Distribution Date
      occurs; provided, however, that the Prepayment Period for Principal Prepayments
      in full for Mortgage Loans serviced by Aurora will be the seventeenth day of
      the
      calendar month immediately preceding the month in which such Distribution Date
      occurs through the sixteenth day of the calendar month in which such
      Distribution Date occurs and provided further, however, that the Prepayment
      Period for Principal Prepayments in full or in part for Countrywide Servicing
      will be the 2nd day of the calendar month immediately preceding the month in
      which such Distribution Date occurs through the first day of the calendar month
      in which such Distribution Date occurs.

     

    Prepayment
      Premiums:
      With
      respect to any Distribution Date, all premiums or charges paid by the obligors
      under the related Mortgage Notes due to Principal Prepayments and required
      to be
      remitted to the Custodial Accounts pursuant to the Servicing Agreements and
      are
      remitted to the Collection Account during the immediately preceding Prepayment
      Period, if any.

     

    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
      Allocation Percentage:
      Not
      applicable.

     

    Principal
      Distribution Amount:
      With
      respect to any Distribution Date and for Pool 1, an amount equal to the
      Principal Remittance Amount for such date for such Mortgage Pool minus the
      Pool
      1 Overcollateralization Release Amount, if any, for such Distribution Date.
      With
      respect to any Distribution Date and for Pool 2, an amount equal to the
      Principal Remittance Amount for such date for such Mortgage Pool minus the
      Pool
      2 Overcollateralization Release Amount, if any, for such Distribution Date.
      With
      respect to any Distribution Date and for Pool 3, an amount equal to the
      Principal Remittance Amount for such date for such Mortgage Pool minus the
      Pool
      3 Overcollateralization Release Amount, if any, for such Distribution
      Date.

     


    
      
        
        

      

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

     

    Principal
      Remittance Amount:
      With
      respect to each Mortgage Pool and any Distribution Date, an amount equal to
      (a)
      the sum of (1) all principal collected (other than in connection with Payaheads)
      or advanced in respect of Scheduled Payments on the Mortgage Loans in such
      Mortgage Pool during the related Collection Period whether by a Servicer, the
      Master Servicer or the Trustee in its capacity as successor master servicer
      (less unreimbursed Advances due to the Master Servicer, the applicable 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), (2) all Principal Prepayments in full or
      in
      part received during the related Prepayment Period with respect to the Mortgage
      Loans in such Mortgage Pool, (3) the outstanding principal balance of each
      Mortgage Loan in such Mortgage Pool that was repurchased by the Seller or the
      Transferor during the related Prepayment Period or any NIMS Insurer (in the
      case
      of certain Mortgage Loans 90 days or more delinquent), (4) the principal portion
      of any Substitution Amount paid with respect to any Deleted Mortgage Loan in
      such Mortgage Pool during the related Prepayment Period allocable to principal
      and (5) all Net Liquidation Proceeds, Insurance Proceeds, any Subsequent
      Recovery and other recoveries collected with respect to the Mortgage Loans
      in
      such Mortgage Pool during the related Prepayment Period, to the extent allocable
      to principal, as reduced (but not by more than the sum of items (1) through
      (5)
      above) by the aggregate amount of Negative Amortization with respect to the
      Mortgage Loans in such Mortgage Pool during the related Collection Period,
      reduced by (b) other costs, expenses or liabilities reimbursable to the Trustee,
      the Master Servicer and any Servicer to the extent provided in this Agreement
      and the applicable Servicing Agreement or to the Custodian pursuant to the
      Custodial Agreement, as applicable to each Mortgage Pool from the Interest
      Remittance Amount described in clause (b) of the definition thereof and not
      reimbursed therefrom or otherwise.

     

    Privately
      Offered Certificates:
      The
      Class 1-AP, Class 2-AP and Class 3-AP Certificates.

     

    Proceeding:
      Not
      applicable.

     

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

     

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

     

    PTCE:
      As
      defined in Section 3.03(d).

     

    Purchase
      Price:
      Any of
      the Pool 1 Purchase Price, Pool 2 Purchase Price or Pool 3 Purchase
      Price.

     


    
      
        
        

      

      
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    QIB:
      As
      defined in Section 3.03(c).

     

    QIB-Restricted
      Certificate:
      Any
      Class C Certificate.

     

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

     

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

     

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

     

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

     

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

     

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

     

    Qualified
      Insurer:
      Not
      applicable.

     

    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, (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 a 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
      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, 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 Qualified Substitute Mortgage
      Loan or in the aggregate, as the case may be.

     


    
      
        
        

      

      
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    Rate
      of Payment:
      For
      each Distribution Date and for each Swap Agreement, the rates of payment set
      forth in Schedule B hereto. 

     

    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 the 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 Book-Entry Certificates other than the Class 1-AP, Class 2-AP
      and
      Class 3-AP Certificates and any Distribution Date, the close of business on
      the
      Business Day immediately preceding such Distribution Date. With respect to
      the
      Class 1-C, Class 2-C, Class 3-C, Class 1-X, Class 2-X, Class 3-X, Class 1-AP,
      Class 2-AP, Class 3-AP 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).

     


    
      
        
        

      

      
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    Regulation
      AB:
      Subpart
      229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R.
§§229.1100-229.1123, as such may be amended from time to time, and subject to
      such clarification and interpretation as have been provided by the Commission
      in
      the adopting release (Asset-Backed Securities, Securities Act Release No.
      33-8518, 70 Fed Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the
      Commission, or as may otherwise be provided by the Commission or its staff
      from
      time to time; and all references to any rule, item, section or subsection of,
      or
      definition or term contained in, Regulation AB mean such rule, item, section,
      subsection, definition or term, as the case may be, or any successor thereto,
      in
      each case as the same may be amended from time to time.

     

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

     

    Regulation
      S Global Security:
      As
      defined in Section 3.01(d).

     

    Related
      Certificates:
      For any
      REMIC I-2 Interest, the Class of Certificates or Underlying Interest set forth
      on the same row in the table under “REMIC I-2” in the Preliminary Statement
      hereto. For any REMIC II-2 Interest, the Class of Certificates or Underlying
      Interest set forth on the same row in the table under “REMIC II-2” in the
      Preliminary Statement hereto. For any REMIC II-3 Interest, the Class of
      Certificates set forth on the same row in the table under “REMIC II-3” in the
      Preliminary Statement hereto. For any REMIC III-2 Interest, the Class of
      Certificates or Underlying Interest set forth on the same row in the table
      under
“REMIC III-2” in the Preliminary Statement hereto.

     

    Related
      Mortgage Pool:
      Not
      applicable.

     

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

     

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

     

    Related
      REMIC II-3 Interest:
      For any
      Related Certificates listed in the table under “REMIC II-3” in the Preliminary
      Statement, the REMIC II-3 Interest set forth on the same row in the table under
      “REMIC II-3” in the Preliminary Statement hereto. 

     


    
      
        
        

      

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

     

    Related
      Senior Certificates:
      Not
      applicable.

     

    Relevant
      Servicing Criteria:
      The
      Servicing Criteria applicable to each party, as set forth on Exhibit R 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 Custodian, the Paying Agent or each Servicer, the
      term “Relevant Servicing Criteria” may refer to a portion of the Relevant
      Servicing Criteria applicable to such parties.

     

    Relief
      Act:
      The
      Servicemembers Civil Relief Act, as amended, and any similar state or local
      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 of
      REMIC 1-AX, REMIC I-1, REMIC I-2, the SWAP II REMIC, REMIC II-1, REMIC II-2,
      REMIC II-3, the SWAP III REMIC, REMIC III-1 and REMIC III-2, as described in
      the
      Preliminary Statement hereto.

     

    REMIC
      1-AX:
      As
      described in the Preliminary Statement.

     

    REMIC
      1-AX Interest:
      Any one
      of the Classes of REMIC 1-AX Interests described in the Preliminary Statement
      hereto.

     

    REMIC
      1-AX Regular Interest:
      Any of
      the REMIC 1-AX Interests other than the Class LT1AX-R Interest. 

     

    REMIC
      I-1:
      As
      described in the Preliminary Statement.

     

    REMIC
      I-1 Interest:
      Any one
      of the Classes of REMIC I-1 Interests described in the Preliminary Statement
      hereto.

     

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

     

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

     

    REMIC
      I-1 Subordinated Balance Ratio:
      Not
      applicable.

     

    REMIC
      I-2:
      As
      described in the Preliminary Statement.

     


    
      
        
        

      

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

     

    REMIC
      I-2 Regular Interest:
      Any of
      the REMIC I-2 Interests other than the Residual I Interest. Alternatively,
      any
      of the REMIC regular interests represented by (i) the rights associated with
      any
      Class of LIBOR Certificates that are Pool 1 Certificates other than the rights
      to payments in respect of Excess Interest (and disregarding any obligation
      to
      make payments in respect of Class I-I Shortfalls), (ii) the Class 1-AX
      Certificates and (iii) the Uncertificated Class 1-X Interest.

     

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

     

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

     

    REMIC
      II-1 Marker Classes:
      Any of
      the REMIC II-1 Regular Interests other than the Class LTII1-X Interest and
      other
      than the Class LTII1-IO Interest.

     

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

     

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

     

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

     

    REMIC
      II-2 Regular Interest:
      Any of
      the REMIC II-2 Interests other than the Class LTII2-R Interest.

     

    REMIC
      II-3:
      As
      described in the Preliminary Statement.

     

    REMIC
      II-3 Interest:
      Any one
      of the Classes of REMIC II-3 Interests described in the Preliminary Statement
      hereto.

     

    REMIC
      II-3 Regular Interest:
      Any of
      the REMIC II-3 Interests other than the Residual II Interest.

     

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

     

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

     

    REMIC
      III-1 Marker Classes:
      Any of
      the REMIC III-1 Regular Interests other than the Class LTIII1-X Interest and
      other than the Class LTIII1-IO Interest.

     

    REMIC
      III-1 Regular Interest:
      Each of
      the REMIC III-1 Interests other than the Class LTIII1-R Interest.

     

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

     


    
      
        
        

      

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

     

    REMIC
      III-2 Regular Interest:
      Any of
      the REMIC III-2 Interests other than the Residual III Interest. Alternatively,
      any of the REMIC regular interests represented by (i) the rights associated
      with
      any Class of Pool 3 Certificates other than the rights to payments in respect
      of
      Excess Interest (and disregarding any obligation to make payments in respect
      of
      Class I-III Shortfalls), (ii) the Uncertificated Class 3-X Interest and (iii)
      the Class LTIII2-IO Interest.

     

    REMIC
      Pass-Through Rate:
      For any
      Distribution Date, (i) for any Pool 1 Certificate (other than the Class 1-AX
      Certificate) and its Related REMIC I-2 Interest, the Pool 1 Net Rate for such
      Distribution Date (as adjusted, in the case of any Class of Certificates or
      REMIC I-2 Interest that accrues interest on the basis of a 360-day year
      consisting of twelve 30-day months, to reflect accruals on such basis); (ii)
      for
      any Pool 2 Certificate (other than the Class 2-AX Certificate) and its Related
      REMIC II-3 Interest, the Pool 2 Net Rate for such Distribution Date (as
      adjusted, in the case of any Class of Certificates or REMIC II-3 Interest that
      accrues interest on the basis of a 360-day year consisting of twelve 30-day
      months, to reflect accruals on such basis); and (iii) for any Pool 3 Certificate
      and its Related REMIC III-2 Interest, the Pool 3 Net Rate for such Distribution
      Date (as adjusted, in the case of any Class of Certificates or REMIC III-2
      Interest that accrues interest on the basis of a 360-day year consisting of
      twelve 30-day months, to reflect accruals on such basis).

     

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

     

    REMIC
      Swap II Rate:
      For
      each Distribution Date (and the related Accrual Period), a per annum rate equal
      to the rate used to compute the monthly gross amount due to the Swap
      Counterparty under the Pool 2 Swap Agreement for such Distribution Date (such
      rate, as described in the Prospectus, being the Rate of Payment set forth in
      Annex D of the Prospectus).

     

    REMIC
      Swap III Rate:
      For
      each Distribution Date (and the related Accrual Period), a per annum rate equal
      to the rate used to compute the monthly gross amount due to the Swap
      Counterparty under the Pool 3 Swap Agreement for such Distribution Date (such
      rate, as described in the Prospectus, being the Rate of Payment set forth in
      Annex D of the Prospectus).

     

    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.

     

    Replacement
      Receipts:
      Not
      applicable.

     

    Replacement
      Receipts Account:
      Not
      applicable.

     

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

     


    
      
        
        

      

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

     

    Repurchase
      Price:
      Not
      applicable.

     

    Required
      Reserve Fund Amount:
      Not
      applicable.

     

    Residual
      Certificates:
      The
      Class R Certificates.

     

    Residual
      I Interest:
      An interest in REMIC I-2 that is entitled to all distributions on the Class
      R
      Certificate relating to Pool 1 other than distributions in respect of (i) the
      Class LTI1-R Interest and (ii) the Class LT1AX-R Interest.

     

    Residual
      II Interest:
      An interest in REMIC II-3 that is entitled to all distributions on the Class
      R
      Certificate relating to Pool 2 other than distributions in respect of (i) the
      Class SWII-R Interest, (ii) the Class LTII1-R Interest and (iii) the Class
      LTII2-R Interest.

     

    Residual
      III Interest:
      An
      interest in REMIC III-2 that is entitled to all distributions on the Class
      R
      Certificate relating to Pool 3 other than distributions in respect of (i) the
      Class SWIII-R Interest and (ii) the Class LTIII1-R Interest.

     

    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 direct responsibility for the administration of this
      Agreement, and any other officer to whom a matter arising under this Agreement
      may be referred.

     

    Restricted
      Certificate:
      Any
      Class P, Class X or Class R Certificate.

     

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

     

    Rolling
      Three Month Delinquency Rate:
      Not
      applicable.

     

    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 for each Swap Agreement, the amount set forth on
      Schedule B.

     

    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.

     


    
      
        
        

      

      
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    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 the applicable
      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 as increased by the amounts of any Negative Amortization with
      respect to such Mortgage Loan after the Cut-off Date through the Due Date in
      the
      related Collection 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.

     

    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:
      The
      Pool 1 Senior Certificates, Pool 2 Senior Certificates and Pool 3 Senior
      Certificates.

     

    Senior
      Enhancement Percentage:
      Not
      applicable.

     

    Senior
      Principal Distribution Amount:
      Not
      applicable.

     

    Senior
      Priority:
      Not
      applicable.

     

    Senior
      Proportionate Percentage:
      Not
      applicable.

     

    Senior
      Target Amount:
      Not
      applicable.

     

    Servicer:
      Each
      Servicer that has entered into one of the Servicing Agreements attached as
      Exhibit E hereto, or any successor in interest. Initially, the Servicers are
      GreenPoint, Aurora, IndyMac Bank, F.S.B., Bank of America, National Association,
      Residential Funding Company, LLC, Countrywide Home Loans Servicing LP and Paul
      Financial, LLC. 

     

    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.

     


    
      
        
        

      

      
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    Servicer
      Remittance Date:
      The day
      in each calendar month on which the applicable Servicer (other than GreenPoint)
      is required to remit payments to the Collection Account, as specified in the
      related Servicing Agreement, which is the 18th day of each month (or if such
      18th day is not a Business Day, the first Business Day immediately following)
      and for GreenPoint is the 10th day of each calendar month (or, if such 10th
      day
      is not a Business Day, the first preceding or next succeeding Business Day,
      as
      applicable).

     

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

     

    Servicing
      Agreement:
      Any of
      the servicing agreements between a Servicer and the Seller, dated as of June
      1,
      2007, and attached hereto in Exhibit E, and any other servicing agreement
      entered into between a successor servicer and the Seller or the Trustee pursuant
      to the terms hereof.

     

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

     

    Servicing
      Fee:
      A
      monthly fee retained out of collections on the Mortgage Loans by the related
      Servicer (other than GreenPoint) as specified in the applicable Servicing
      Agreement. With respect to GreenPoint, and as to any Distribution Date, a
      monthly fee as specified in the applicable Servicing Agreement paid out of
      the
      General Servicing Fee calculated at the General Servicing Fee Rate.

     

    Servicing
      Fee Rate:
      0.375%
      per annum (or 0.425% per annum with respect to Mortgage Loans serviced by
      Residential Funding Company, LLC).

     

    Servicing
      Function Participant:
      Any
      Subservicer, Subcontractor or any other Person, other than each Servicer, the
      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.

     

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

     

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

     

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

     

    Stepdown
      Date:
      Not
      applicable.

     

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

     


    
      
        
        

      

      
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    Subordinate
      Certificates:
      Collectively, the Pool 1 Subordinate Certificates, Pool 2 Subordinate
      Certificates and Pool 3 Subordinate Certificates.

     

    Subordinate
      Maximum Interest Rate:
      Not
      applicable.

     

    Subordinate
      Net Funds Cap:
      Not
      applicable.

     

    Subsequent
      Recovery:
      Any
      amount recovered by any 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 an Additional Servicer,
      and
      (iii) is responsible for the performance (whether directly or through
      subservicers or Subcontractors) of material servicing functions required to
      be
      performed by the Servicer or Master Servicer under this Agreement, the Servicing
      Agreements, the Custodial Agreements or other Servicing agreements entered
      into
      with respect to some or all of the Mortgage Loans, that are identified in Item
      1122(d) of Regulation AB.

     

    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 (or, with respect to the Mortgage
      Loans serviced by GreenPoint, the General Servicing Fee), plus any costs and
      damages incurred by the Trust Fund associated with violation of any federal,
      state or local predatory or abusive lending laws.

     

    Supplemental
      Interest Trust:
      Either
      of the Pool 2 Supplemental Interest Trust or Pool 3 Supplemental Interest
      Trust.

     

    Supplemental
      Interest Trust Account:
      Either
      of the Pool 2 Supplemental Interest Trust Account or Pool 3 Supplemental
      Interest Trust Account.

     

    Supplemental
      Interest Trust Amount:
      Either
      of the Pool 2 Supplemental Interest Trust Amount or Pool 3 Supplemental Interest
      Trust Amount.

     

    Swap
      Agreement:
      Either
      of the Pool 2 Swap Agreement or Pool 3 Swap Agreement.

     

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

     

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

     


    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

    SWAP
      II REMIC:
      As
      described in the Preliminary Statement hereto.

     

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

     

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

     

    SWAP
      III REMIC:
      As
      described in the Preliminary Statement hereto.

     

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

     

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

     

    Swap
      Termination Payment:
      The
      Pool 2 Swap Termination Payment or Pool 3 Swap Termination Payment.

     

    Target
      Amount:
      Not
      applicable.

     

    Targeted
      Overcollateralization Amount:
      Not
      applicable.

     

    Tax
      Matters Person:
      Not
      applicable.

     

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

     

    Termination
      Event:
      As
      defined in the Swap Agreement.

     


    
      
        
        

      

      
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    Termination
      Receipts:
      Not
      applicable.

     

    Termination
      Receipts Account:
      Not
      applicable.

     

    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 all three Mortgage Pools for such date; (ii) the Principal Remittance Amount
      for all three Mortgage Pools for such date; and (iii) the Prepayment
      Premiums.

     

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

     

    Transferors:
      IndyMac
      Bank, F.S.B., Bank of America, National Association, Residential Funding
      Company, LLC, Countrywide Home Loans, Inc., Paul Financial, LLC, Lehman Brothers
      Bank, FSB and GreenPoint.

     

    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, Series 2007-12N 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
      the
      Servicing Agreements, such amounts as shall from time to time be held in the
      Pool 1 Basis Risk Reserve Fund, Pool 2 Basis Risk Reserve Fund and Pool 3 Basis
      Risk Reserve Fund, Collection Account, Certificate Account, any Custodial
      Account and any Escrow Account, the Insurance Policies, any REO Property and
      the
      other items referred to in, and conveyed to the Trustee under, Section 2.01(a).
      For the avoidance of doubt, the assets of the Trust Fund shall not include
      the
      Swap Agreements, the Interest Rate Cap Agreements and the Interest Rate Cap
      Accounts. For the avoidance of doubt, the assets of the Trust Fund shall not
      include the Deferred Interest Cap Agreements and the Deferred Interest Cap
      Accounts, which are assets of the Grantor Trusts established pursuant to Section
      5.02(r). With respect to Exchange Act reporting requirements, the Trust Fund
      shall be deemed to include each Grantor Trust established pursuant to Section
      5.02(r).

     

    Trust
      REMIC:
      Any
      REMIC created hereunder.

     

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

     

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

     


    
      
        
        

      

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

     

    Uncertificated
      Class 2-X Interest:
      An
      uncertificated regular interest in REMIC II-3 with an initial principal balance
      equal to the excess of (i) the Pool Balance for Pool 2 as of the Cut-off Date
      over (ii) the aggregate initial principal amounts of the Pool 2 Certificates
      and
      bearing interest on a each Distribution Date in an amount equal to the 2-X
      Component Current Interest for such Distribution Date; provided, however, that
      such interest shall have no obligation or right to make or receive any payments
      treated as paid or received by the Class 2-X Certificates pursuant to interest
      rate cap agreements or notional principal contracts under Section 10.01 and
      shall have no rights to receive payments in respect of Class 2-X Shortfalls
      from
      the Master Servicer as described in Section 10.01.

     

    Uncertificated
      Class 3-X Interest:
      An
      uncertificated regular interest in REMIC III-2 with an initial principal balance
      equal to the excess of (i) the Pool Balance for Pool 3 as of the Cut-off Date
      over (ii) the aggregate initial principal amounts of the Pool 3 Certificates
      and
      bearing interest on a each Distribution Date in an amount equal to the 3-X
      Component Current Interest for such Distribution Date; provided, however, that
      such interest shall have no obligation or right to make or receive any payments
      treated as paid or received by the Class 3-X Certificates pursuant to interest
      rate cap agreements or notional principal contracts under Section 10.01 and
      shall have no rights to receive payments in respect of Class 3-X Shortfalls
      from
      the Master Servicer as described in Section 10.01.

     

    Underlying
      Interests:
      With
      respect to the Class 1-A1 Certificates, the Class 1-A1 Underlying Interest.
      With
      respect to the Class 1-A2 Certificates, the Class 1-A2 Underlying Interest.
      With
      respect to the Class 1-A3A Certificates, the Class 1-A3A Underlying Interest.
      With respect to the Class 1-A3B Certificates, the Class 1-A3B Underlying
      Interest.

     

    Underwriter:
      Lehman
      Brothers Inc.

     

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

     

    Unpaid
      Basis Risk Shortfall:
      With
      respect to any Distribution Date and any Class of LIBOR Certificates, the
      aggregate of all Basis Risk Shortfalls with respect to such Class remaining
      unpaid from previous Distribution Dates, plus interest accrued thereon at the
      applicable Certificate Interest Rate (calculated without giving effect to the
      applicable Net Funds Cap but limited to a rate no greater than the applicable
      Maximum Interest Rate).

     


    
      
        
        

      

      
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    Upper
      Tier REMIC:
      Not
      applicable.

     

    Voting
      Interests:
      The
      portion of the voting rights of all the Certificates that is allocated to any
      Certificate for purposes of the voting provisions of this Agreement. At all
      times during the term of this Agreement, 86% of all Voting Interests shall
      be
      allocated to the Offered Certificates (other than the Class 1-AX and Class
      2-AX
      Certificates), 2% of all Voting Interests shall be allocated to each Class
      of
      the Class 1-AX and Class 2-AX Certificates and 1% of all Voting Interests shall
      be allocated to each Class of the Class 1-C, Class 2-C, Class 3-C, Class 1-X,
      Class 2-X, Class 3-X, Class 1-AP, Class 2-AP, Class 2-AP and Class R
      Certificates. Voting Interests shall be allocated among such Classes of
      Certificates (other than the Class 1-C, Class 2-C, Class 3-C, Class 1-X, Class
      2-X, Class 3-X, Class 1-AP, Class 2-AP, Class 2-AP Certificates) in proportion
      to their Class Principal Amounts or Class Notional Amounts (or, in the case
      of
      the Grantor Trust Certificates, the Class Principal Amount of the related
      Underlying Interests) or Class Notional Amounts and among the Certificates
      of
      each Class in proportion to their Percentage Interests.

     

    Section
      1.02. Calculations
      Respecting Mortgage Loans.

     

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

     

    Section
      1.03. Calculations
      Respecting Accrued Interest.

     

    Accrued
      interest, if any, on any LIBOR Certificate shall be calculated based upon a
      360-day year and the actual number of days elapsed in each Accrual Period.
      Accrued interest, if any, on the Class 1-AX or Class 2-AX Certificate shall
      be
      calculated based upon a 360-day year consisting of twelve 30-day
      months.

     

    Section
      1.04. Rights
      of the NIMS Insurer.

     

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

     

     


    
      
        
        

      

      
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    ARTICLE
      II.


     

    DECLARATION
      OF TRUST;

    ISSUANCE
      OF CERTIFICATES

     

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

     

    (a) Concurrently
      with the execution and delivery of this Agreement, the Depositor does hereby
      transfer, assign, set over, deposit with and otherwise convey to the Trustee,
      without recourse, subject to Sections 2.02, 2.04, 2.05 and 2.06, in trust,
      all
      the right, title and interest of the Depositor in and to the Mortgage Loans.
      Such conveyance includes, without limitation, the right to all payments of
      principal and interest received on or with respect to the Mortgage Loans on
      and
      after the Cut-off Date (other than payments of principal and interest due on
      or
      before such date), and all such payments due after such date but received prior
      to such date and intended by the related Mortgagors to be applied after such
      date together with all of the Depositor’s right, title and interest in and to
      the Collection Account, the Interest Rate Cap Accounts, the Deferred Interest
      Cap Accounts, the Certificate Account and all amounts from time to time credited
      to and the proceeds of the Certificate Account, any Custodial Accounts, any
      Escrow Account established pursuant to Section 9.06, the Pool 1 Basis Risk
      Reserve Fund, the Pool 2 Basis Risk Reserve Fund and the Pool 3 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, the Class 1-X Account,
      2-X Component Account and 3-X Component Account established pursuant to Section
      5.12 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,
      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, and
      the
      Grantor Trusts established pursuant to Section 5.02(r), as grantor trustee,
      in
      trust, for the benefit and use of the Holders of the related 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 and Grantor Trusts established pursuant to Section 5.02(r),
      Certificates in the authorized denominations evidencing the entire ownership
      of
      the Trust Fund. or the Grantor Trusts established pursuant to Section 5.02(r),
      as applicable.

     

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

     


    
      
        
        

      

      
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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 the Servicing
      Agreements and each related Transfer Agreement (including the right to enforce
      the related Early Payment Default Mortgage Loans) but, in each case, only to
      the
      extent assigned under the Mortgage Loan Sale Agreement. The Trustee hereby
      accepts such assignment and delegation, and shall be entitled to exercise all
      the rights of the Depositor under the Mortgage Loan Sale Agreement as if, for
      such purpose, it were the Depositor. The foregoing sale, transfer, assignment,
      set-over, deposit, delegation and conveyance does not and is not intended to
      result in the creation or assumption by the Trustee of any obligation of the
      Depositor, the Sellers or any other Person in connection with the Mortgage
      Loans
      or any other agreement or instrument relating thereto except as specifically
      set
      forth herein.

     

    (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 a 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:

     

    (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 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
      its
      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;

     


    
      
        
        

      

      
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    (iv) the
      original of each assumption, modification or substitution agreement, if any,
      relating to the Mortgage Loans, or, as to any assumption, modification or
      substitution agreement which cannot be delivered on or prior to the Closing
      Date
      because of a delay caused by the public recording office where such assumption,
      modification or substitution agreement has been delivered for recordation,
      a
      photocopy of such assumption, modification or substitution agreement, pending
      delivery of the original thereof, together with an Officer’s Certificate of the
      Depositor certifying that the copy of such assumption, modification or
      substitution agreement delivered to the Trustee (or the 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 “U.S. Bank National
      Association, as Trustee of the Lehman XS Trust Mortgage Pass-Through
      Certificates, Series 2007-12N,” without recourse;

     

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

     

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

     

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

     

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

     

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

     


    
      
        
        

      

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

     

    (c) (i) Assignments
      of Mortgage with respect to each Non-MERS Mortgage Loan other than a Cooperative
      Loan shall be recorded; provided, however, that such Assignments need not be
      recorded if, on or prior to the Closing Date, the Depositor delivers, at its
      own
      expense, an Opinion of Counsel addressed to the Trustee (which must be
      Independent counsel) acceptable to the Trustee, the Rating Agencies and any
      NIMS
      Insurer, 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 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 such Servicer in each public recording office where the
      related Mortgages are recorded each Assignment of Mortgage referred to in
      subsection (b)(v) above with respect to each Non-MERS Mortgage Loan. With
      respect to each Cooperative Loan, the Master Servicer, at the expense of the
      Depositor and with the cooperation of the applicable Servicer, shall cause
      such
      Servicer to take such actions as are necessary under applicable law in order
      to
      perfect the interest of the Trustee in the related Mortgaged
      Property.

     

    (ii) With
      respect to each MERS Mortgage Loan, the Master Servicer, at the expense of
      the
      Depositor and with the cooperation of the 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 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 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 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 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
      issuing entity is hereby named Lehman XS Trust, Series 2007-12N.

     

     


    
      
        
        

      

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

     

    (a) The
      Trustee, by execution and delivery hereof, acknowledges receipt by it or by
      the
      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 Custodian on behalf of the Trustee, under this Section 2.02. The
      Trustee, or the 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 Custodial Agreement as Exhibit B-1, as
      applicable).

     

    (b) Within
      45
      days after the Closing Date, the Trustee or the Custodian on behalf of the
      Trustee, will, for the benefit of Holders of the Certificates and any NIMS
      Insurer, review each Mortgage File to ascertain that all required documents
      set
      forth in Section 2.01 have been received and appear on their face to contain
      the
      requisite signatures by or on behalf of the respective parties thereto, and
      shall deliver to the Trustee, the Depositor, the Master Servicer and any NIMS
      Insurer an Interim Certification in the form annexed hereto as Exhibit B-2
      (or
      in the form annexed to the applicable Custodial Agreement as Exhibit B-2, as
      applicable) to the effect that, as to each Mortgage Loan listed in the Mortgage
      Loan Schedule (other than any Mortgage Loan prepaid in full or any 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 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 the 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
      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 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, the Master Servicer and any NIMS Insurer. 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 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 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 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, the 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 Custodian shall perform the applicable
      review of the Mortgage Loans and respective certifications thereof as provided
      in this Section 2.02 and in the Custodial Agreement.

     

    (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
      the
      Servicing Agreement.

     

    Section
      2.03. Representations
      and Warranties of the Depositor.

     

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

     

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

     

    (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 the 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 or any Certificateholder hereunder (other than a breach by the Seller
      of
      the representations made pursuant to Sections 1.04(b)(xii), 1.04(b)(xvii),
      1.04(b)(xviii), 1.04(b)(ix) and 1.04(b)(xx) 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)(xvii),
      1.04(b)(xviii), 1.04(b)(ix) and 1.04(b)(xx) 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 Depositor shall have no
      obligation or liability with respect to any breach of any representation or
      warranty with respect to the Mortgage Loans (except as set forth in Section
      2.03(a)(vi)) under any circumstances.

     

     


    
      
        
        

      

      
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    Section
      2.04. Discovery
      of Breach.

     

    It
      is
      understood and agreed that the representations and warranties (i) set forth
      in
      Section 2.03, (ii) of the Seller set forth in the Mortgage Loan Sale Agreement
      and assigned to the Depositor by the Seller under the Mortgage Loan Sale
      Agreement and to the Trustee by the Depositor hereunder and (iii) of the
      Transferor and of the 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, any NIMS
      Insurer, 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 Aurora acting in a capacity
      as
      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 a 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 Early Payment Default Mortgage Loan or a First Payment Default
      Mortgage Loan, the FPD Purchase Price (excluding the FPD Premium) or the
      EPD Purchase Price (excluding the EPD Premium), respectively) (or, with
      respect to Mortgage Loans as to which there is a breach of a representation
      or
      warranty set forth in Section 1.04(b)(v) of the Mortgage Loan Sale Agreement,
      at
      the purchase price therefor paid by the Seller under the Mortgage Loan Sale
      Agreement) 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
      a
      Transferor assigned to the Trustee, the Trustee shall enforce its rights under
      the applicable Transfer Agreement and the Mortgage Loan Sale Agreement for
      the
      benefit of Certificateholders. As provided in the Mortgage Loan Sale Agreements,
      if a Transferor substitutes a mortgage loan for a Deleted Mortgage Loan pursuant
      to the 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 or EPD Purchase Price but
      excluding the FPD Premium or EPD Premium in the case of a First Payment Default
      Mortgage Loan or an Early Payment Default Mortgage Loan, 
respectively) received by the Master Servicer in respect of such repurchase
      of a
      Mortgage Loan will be considered a Principal Prepayment and the Purchase Price,
      FPD Purchase Price or EPD Purchase Price shall be deposited in the
      Collection Account or a Custodial Account, as applicable. The Trustee (i) upon
      receipt of the full amount of the Purchase Price for a Deleted Mortgage Loan,
      (ii) upon receipt of a written certification from the Master Servicer that
      it
      has received the full amount of the Purchase Price for a Deleted Mortgage Loan
      and has deposited such amount in the Collection Account or (iii) upon receipt
      of
      notification from the Custodian that it had received the Mortgage File for
      a
      Qualifying Substitute Mortgage Loan substituted for a Deleted Mortgage Loan
      (and
      any applicable Substitution Amount), shall release or cause to be released
      and
      reassign to the Depositor, the Seller or the Transferor, as applicable, the
      related Mortgage File for the Deleted Mortgage Loan and shall execute and
      deliver such instruments of transfer or assignment, in each case without
      recourse, representation or warranty, as shall be necessary to vest in such
      party or its designee or assignee title to any Deleted Mortgage Loan released
      pursuant hereto, free and clear of all security interests, liens and other
      encumbrances created by this Agreement, which instruments shall be prepared
      by
      the applicable Servicer and the Trustee shall have no further responsibility
      with respect to the Mortgage File relating to such Deleted Mortgage Loan. The
      Seller indemnifies and holds the Trust Fund, the Master Servicer, the Trustee,
      the Depositor and each Certificateholder harmless against any and all taxes,
      claims, losses, penalties, fines, forfeitures, reasonable legal fees and related
      costs, judgments, and any other costs, fees and expenses that the Trust Fund,
      the Trustee, the Master Servicer, the Depositor and any Certificateholder may
      sustain in connection with any actions of the Seller relating to a repurchase
      of
      a Mortgage Loan other than in compliance with the terms of this Section 2.05
      and
      the Mortgage Loan Sale Agreement, to the extent that any such action causes
      an
      Adverse REMIC Event.

     

    (b) With
      respect to each Qualifying Substitute Mortgage Loan to be delivered to the
      Trustee (or the 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 Custodian) the Mortgage File
      for
      the Qualifying Substitute Mortgage Loan containing the documents set forth
      in
      Section 2.01(b) along with a written certification certifying as to the delivery
      of such Mortgage File and containing the granting language set forth in Section
      2.01(a); and (ii) the Depositor will be deemed to have made, with respect to
      such Qualifying Substitute Mortgage Loan, each of the representations and
      warranties made by it with respect to the related Deleted Mortgage Loan. As
      soon
      as practicable after the delivery of any Qualifying Substitute Mortgage Loan
      hereunder, the Master Servicer, at the expense of the Depositor and 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 the NIMS Insurer have received an
      Opinion of Counsel (at the expense of the party seeking to make the
      substitution) that, under current law, such substitution will not result in
      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 of
      the
      Certificates a first priority security interest to secure repayment of an
      obligation in an amount equal to the aggregate Class Principal Amount of the
      Certificates in all of the Depositor’s right, title and interest in, to and
      under, whether now owned or hereafter acquired, the Trust Fund and the
      Supplemental Interest Trusts and all proceeds of any and all property
      constituting the Trust Fund and the Supplemental Interest Trusts to secure
      payment of the Certificates (such security interest being, to the extent of
      the
      assets that constitute each 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 Trusts, but only to the
      extent of such Swap Counterparty’s right to payment under the related Swap
      Agreement (such security interest being pari passu with the security interest
      as
      provided in clause (2) above). If such conveyance is deemed to be in respect
      of
      a loan and the trust created by this Agreement terminates prior to the
      satisfaction of the claims of any Person holding any Certificate, the security
      interest created hereby shall continue in full force and effect and the Trustee
      shall be deemed to be the collateral agent for the benefit of such Person,
      and
      all proceeds shall be distributed as herein provided.

     

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

     

     


    
      
        
        

      

      
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    ARTICLE
      III.

     

    THE
      CERTIFICATES

     

    Section
      3.01. The
      Certificates.

     

    (a) The
      Certificates (other than the Underlying Interests) 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 LIBOR Certificates
      (other than the Underlying Interests), Grantor Trust Certificates, Notional
      Certificates and the Class 1-AP, Class 2-AP and Class 3-AP 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 1-C, Class 2-C, Class 3-C, Class 1-X, Class
      2-X and Class 3-X Certificates shall be maintained in definitive, fully
      registered form in a minimum denomination equal to 10% of the Percentage
      Interest of the Class. The Class R Certificate 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 (other than the Underlying Interests) may be issued in the form
      of
      typewritten certificates.

     


    
      
        
        

      

      
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    (b) The
      Certificates (other than the Underlying Interests) shall be executed by manual
      or facsimile signature on behalf of the Trustee by an authorized officer. Each
      Certificate (other than the Underlying Interests) shall, on original issue,
      be
      authenticated by the Trustee upon the order of the Depositor upon receipt by
      the
      Trustee of the Mortgage Files described in Section 2.01. No Certificate (other
      than the Underlying Interests) 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 (other than the
      Underlying Interests) shall be dated the date of their authentication. At any
      time and from time to time after the execution and delivery of this Agreement,
      the Depositor may deliver Certificates executed by the Depositor to the Trustee
      or the Authenticating Agent for authentication and the Trustee or the
      Authenticating Agent shall authenticate and deliver such Certificates as in
      this
      Agreement provided and not otherwise.

     

    (c) The
      Privately Offered Certificates offered and sold in reliance on the exemption
      from registration under Rule 144A under the 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
      Privately Offered Certificates sold in offshore transactions in reliance on
      Regulation S shall be issued initially in the form of one or more permanent
      global Certificates in definitive, fully registered form without interest
      coupons with the applicable legends set forth in Exhibit A hereto added to
      the
      forms of such Certificates (each, a “Regulation S Global Security”), which 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
      Privately Offered Certificates sold to an “accredited investor” under Rule
      501(a)(1), (2), (3) or (7) under the Act shall be issued initially in the form
      of one or more Definitive Certificates.

     

    Section
      3.02. Registration.

     

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

     

     


    
      
        
        

      

      
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    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 Percentage Interest as the
      Certificate being transferred. No service charge shall be made to a
      Certificateholder for any registration of transfer of Certificates, but the
      Certificate Registrar may require payment of a sum sufficient to cover any
      tax
      or governmental charge that may be imposed in connection with any registration
      of transfer of Certificates.

     

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

     

    (c) By
      acceptance of a Restricted Certificate, QIB-Restricted Certificate or 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 Act, and that (x) until the expiration of the 40-day distribution compliance
      period (within the meaning of Regulation S), no offer, sale, pledge or other
      transfer of such Certificates or any interest therein shall be made in the
      United States or to or for the account or benefit of a U.S. person (each as
      defined in Regulation S), (y) if in the future it decides to offer, resell,
      pledge or otherwise transfer such Certificates, such Certificates may be
      offered, resold, pledged or otherwise transferred only (A) to a person which
      the
      seller reasonably believes is a “qualified institutional buyer” (a “QIB”) as
      defined in Rule 144A under the Act, that is purchasing such Certificates for
      its
      own account or for the account of a qualified institutional buyer to which
      notice is given that the transfer is being made in reliance on Rule 144A or
      (B)
      in an offshore transaction (as defined in Regulation S) in compliance with
      the
      provisions of Regulation S, in each case in compliance with the requirements
      of
      this Agreement; and it will notify such transferee of the transfer restrictions
      specified in this Section.

     


    
      
        
        

      

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

     

    (i) The
      Certificate Registrar shall register the transfer of a Restricted Certificate
      if
      the requested transfer is (x) to the Depositor, the Placement Agent or an
      affiliate (as defined in Rule 405 under the Securities Act of 1933, as amended
      (the “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 Act
      by a transferor that has provided the Trustee with a certificate in the form
      of
      Exhibit F hereto; and

     

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

     

    (d) No
      transfer of a Grantor Trust Certificate, Class 2-A1 Certificate, Class 2-A2
      Certificate, Class 2-A3 Certificate, or a Pool 3 Certificate will be registered
      unless the Trustee, the Certificate Registrar and the Depositor receive a
      representation as set forth in Exhibit H to the effect either (A) that such
      transferee is not, and is not acting for, on behalf of or with any assets of,
      an
      employee benefit plan or other arrangement subject to Title I of ERISA or plan
      subject to Section 4975 of the Code, or (B)(I) solely in the case of a Grantor
      Trust Certificate, until the termination of the applicable Deferred Interest
      Cap
      Agreement, the acquisition and holding of the Grantor Trust Certificate will
      not
      constitute or result in a non-exempt prohibited transaction under Title I of
      ERISA or Section 4975 of the Code, (II) solely in the case of a Class 2-A1
      Certificate, Class 2-A2 Certificate, Class 2-A3 Certificate, or Pool 3
      Certificate, until the termination of the related Swap Agreement, the
      acquisition and holding of the Class 2-A1 Certificate, Class 2-A2 Certificate,
      Class 2-A3 Certificate, or Pool 3 Certificate will not constitute or result
      in a
      non-exempt prohibited transaction under Title I of ERISA or Section 4975 of
      the
      Code.

     


    
      
        
        

      

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

     

    Except
      in
      the case of Definitive Certificates, the representations set forth in the
      preceding paragraphs, other than clause (B)(II) in the immediately preceding
      paragraph, shall be deemed to have been made to the Trustee, the Certificate
      Registrar and the Depositor by the transferee’s acceptance of a Grantor Trust
      Certificate, Class 2-A1 Certificate, Class 2-A2 Certificate, Class 2-A3
      Certificate, Pool 3 Certificate, ERISA-Restricted Certificate or Class R
      Certificate (or the acceptance by a Certificate Owner of the beneficial interest
      in any Class of Grantor Trust Certificate, Class 2-A1 Certificate, Class 2-A2
      Certificate, Class 2-A3 Certificate, Pool 3 Certificate, ERISA Restricted
      Certificate or Class R Certificate). The Trustee, the Certificate Registrar
      and
      the Depositor shall not have any obligation to monitor transfers of Book-Entry
      Certificates or Restricted Global Securities that are Grantor Trust
      Certificates, Class 2-A1 Certificates, Class 2-A2 Certificates, Class 2-A3
      Certificates, Pool 3 Certificate, ERISA-Restricted Certificates or Class R
      Certificates or any liability for transfers of such Certificates in violation
      of
      the transfer restrictions.

     

    Notwithstanding
      any other provision herein to the contrary, any purported transfer of a Grantor
      Trust Certificate, Class 2-A1 Certificate, Class 2-A2 Certificate, Class 2-A3
      Certificate, Pool 3 Certificate, ERISA-Restricted Certificate or Class R
      Certificate to or on behalf of a Plan without the delivery to the Trustee,
      the
      Certificate Registrar and the Depositor of a representation or an Opinion of
      Counsel satisfactory to the Trustee, the Certificate Registrar and the Depositor
      as described above shall be void and of no effect and the next preceding
      permitted beneficial owner will be treated as the beneficial owner of that
      Certificate, retroactive to the date of transfer to the purported beneficial
      owner. The Trustee, the Certificate Registrar and the Depositor shall not have
      any liability to any Person for any registration or transfer of any Grantor
      Trust Certificate, Class 2-A1 Certificate, Class 2-A2 Certificate, Class 2-A3
      Certificate, Pool 3 Certificate, ERISA Restricted Certificate or Class R
      Certificate that is in fact not permitted by this Section 3.03(d) and the
      Trustee, the Certificate Registrar and the Depositor shall not have any
      liability for making any payments due on such Certificate to the Holder thereof
      or taking any other action with respect to such Holder under the provisions
      of
      this Agreement so long as the transfer was registered by the Certificate
      Registrar in accordance with the foregoing requirements. The Trustee, the
      Certificate Registrar and the Depositor shall be entitled, but not obligated,
      to
      recover from any Holder of any Grantor Trust Certificate, Class 2-A1
      Certificate, Class 2-A2 Certificate, Class 2-A3 Certificate, Pool 3 Certificate,
      ERISA Restricted Certificate or Class R Certificate that was in fact a Plan
      and
      that held such Certificate in violation of this Section 3.03(d) all payments
      made on such Grantor Trust Certificate, Class 2-A1 Certificate, Class 2-A2
      Certificate, Class 2-A3 Certificate, Pool 3 Certificate, ERISA Restricted
      Certificate or Class R Certificate at and after the time it commenced such
      holding. Any such payments so recovered shall be paid and delivered to the
      last
      preceding Holder of such Certificate that is not a Plan.

     


    
      
        
        

      

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

     

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

     

    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 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, QIB-Restricted 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 Privately Offered 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).

     

    (i) Subject
      to clauses (ii) and (iii) of this Section 3.03(h), transfers of a Global
      Security representing any Privately Offered 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.

     


    
      
        
        

      

      
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    (ii) Restricted
      Global Security to Regulation S Global Security. If a holder of a beneficial
      interest in a Restricted Global Security deposited with or on behalf of DTC
      wishes at any time to exchange its interest in such Restricted Global Security
      for an interest in a Regulation S Global Security, or to transfer its interest
      in such Restricted Global Security to a Person who wishes to take delivery
      thereof in the form of an interest in a Regulation S Global Security, such
      holder, provided such holder is not a U.S. person, may, subject to the rules
      and
      procedures of DTC, exchange or cause the exchange of such interest for an
      equivalent beneficial interest in the Regulation S Global Security. Upon receipt
      by the 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 V-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.

     

    (iii) Regulation
      S Global Security to Restricted Global Security. If a holder of a beneficial
      interest in a Regulation S Global Security deposited with or on behalf of DTC
      wishes at any time to transfer its interest in such Regulation S Global Security
      to a Person who wishes to take delivery thereof in the form of an interest
      in a
      Restricted Global Security, such holder may, subject to the rules and procedures
      of DTC, exchange or cause the exchange of such interest for an equivalent
      beneficial interest in a Restricted Global Security. Upon receipt by the
      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 V-2 hereto given by the holder
of
      such beneficial interest and stating, among other things, that the Person
      transferring such interest in such Regulation S Global Security reasonably
      believes that the Person acquiring such interest in a Restricted Global Security
      is a QIB, is obtaining such beneficial interest in a transaction meeting the
      requirements of Rule 144A under the Act and in accordance with any applicable
      securities laws of any State of the United States or any other jurisdiction,
      then the 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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    (iv) Other
      Exchanges. In the event that a Global Security is exchanged for Certificates
      in
      definitive registered form without interest coupons, pursuant to Section 3.09(c)
      hereof, such Certificates may be exchanged for one another only in accordance
      with such procedures as are substantially consistent with the provisions above
      (including certification requirements intended to insure that such transfers
      comply with Rule 144A, comply with Rule 501(a)(1), (2), (3) or (7) or are to
      non-U.S. persons in compliance with Regulation S under the Act, as the case
      may
      be), and as may be from time to time adopted by the Trustee.

     

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

     

    Section
      3.04. Cancellation
      of Certificates.

     

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

     

    Section
      3.05. Replacement
      of Certificates.

     

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

     

     


    
      
        
        

      

      
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    Section
      3.06. Persons
      Deemed Owners.

     

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

     

    Section
      3.07. Temporary
      Certificates.

     

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

     

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

     

    Section
      3.08. Appointment
      of Paying Agent.

     

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

     

    (b) Any
      Paying Agent shall be either a bank or trust company or otherwise authorized
      under law to exercise corporate trust powers. A Paying Agent shall comply with
      its reporting obligations under Regulation AB with respect to the Trust Fund
      in
      form and substance similar to those of the Trustee pursuant to Section
      6.20(d)(iv) and Section 9.25, and the related assessment of compliance and
      attestation shall cover, at a minimum, the matters indicated as obligations
      with
      respect to the Paying Agent on Exhibit R attached hereto; provided that if
      the
      Trustee is the Paying Agent, any reporting obligations under Regulation AB
      specific to the Paying Agent shall be undertaken by the Trustee in the course
      of
      its own reporting and not separately, as further specified in Section
      6.20(d)(iv) and Section 9.25. In addition, the Paying Agent (if other than
      the
      Trustee) shall notify the Sponsor, the Master Servicer and the Depositor within
      five (5) calendar days of knowledge thereof (i) of any legal proceedings pending
      against the Paying Agent of the type described in Item 1117 (§ 229.1117) of
      Regulation AB, (ii) any merger, consolidation or sale of substantially all
      of
      the assets of the Paying Agent and (iii) if the Paying Agent shall become (but
      only to the extent not previously disclosed) at any time an Affiliate of any
      of
      the parties listed on Exhibit S hereto or any of their Affiliates.

     


    
      
        
        

      

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

     

    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 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 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.

     

    ARTICLE
      IV.


     

    ADMINISTRATION
      OF THE TRUST FUND

     

    Section
      4.01. Collection
      Account.

     

    (a) On
      the
      Closing Date, the Master Servicer shall open and shall thereafter maintain
      a
      segregated account held in trust (the “Collection Account”), entitled “Aurora
      Loan Services LLC, as Master Servicer, in trust for the benefit of the Holders
      of Lehman XS Trust Mortgage Pass-Through Certificates, Series 2007-12N.” The
      Collection Account shall relate solely to the Certificates issued by the Trust
      Fund hereunder, and funds in such Collection Account shall not be commingled
      with any other monies.

     


    
      
        
        

      

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

     

    (c) The
      Master Servicer shall give to the Trustee and any NIMS Insurer prior written
      notice of the name and address of the depository institution at which the
      Collection Account is maintained and the account number of such Collection
      Account. 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 Deposit 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 the second Business Day 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 Deposit 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, late
      collections, and any Prepayment Premiums, on the Mortgage Loans;

     

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

     

    (iii) any
      unscheduled payment or other recovery with respect to a Mortgage Loan not
      otherwise specified in this paragraph (d), including any Subsequent Recovery,
      all Net Liquidation Proceeds with respect to the Mortgage Loans and REO
      Property, and all amounts received in connection with the operation of any
      REO
      Property, net of (x) any unpaid General Servicing Fees or Servicing Fees, as
      applicable, 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
      the
      applicable Servicer with respect to such Mortgage Loan under the related
      Servicing Agreement and retained by such Servicer;

     


    
      
        
        

      

      
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    (iv) all
      Insurance Proceeds;

     

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

     

    (vi) all
      amounts paid by Aurora or the Master Servicer with respect to Prepayment
      Interest Shortfalls; and

     

    (vii) the
      Purchase Price, FPD Purchase Price or EPD Purchase Price (including any FPD
      Premium or EPD 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 any NIMS Insurer for the purchase of any Distressed Mortgage Loan under
      Section 7.04.

     

    (e) Funds
      in
      the Collection Account may be invested in Eligible Investments selected by
      and
      at the written direction of the Master Servicer, which shall mature not later
      than one Business Day prior to the Deposit Date (except that if such Eligible
      Investment is an obligation of the Trustee, then such Eligible Investment shall
      mature not later than such applicable Deposit Date) and any such Eligible
      Investment shall not be sold or disposed of prior to its maturity. All such
      Eligible Investments shall be made in the name of the Master Servicer in trust
      for the benefit of the Trustee and the Holders of Lehman XS Trust Mortgage
      Pass-Through Certificates, Series 2007-12N. 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.

     

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

     

    (i) to
      reimburse itself or any Servicer for Advances 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 sub-clause (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 General Servicing Fee or the
      Servicing Fee, as applicable) 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;

     


    
      
        
        

      

      
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    (ii) to
      reimburse itself or any Servicer, following a final liquidation of a Mortgage
      Loan (except as otherwise provided in the applicable 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 General Servicing Fee Rate or the Servicing
      Fee Rate, as applicable, 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) in
      the
      event the Master Servicer has elected not to retain the General Servicing Fee
      (including late collections of interest on such Mortgage Loan, or interest
      portions of Insurance Proceeds, condemnation Proceeds or Liquidation Proceeds),
      to pay to itself the General Servicing Fee from all such Mortgagor payments
      on
      account of interest or other such recovery for interest with respect to that
      Mortgage Loan;

     

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

     


    
      
        
        

      

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

     

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

     

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

     


    
      
        
        

      

      
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    In
      connection with withdrawals pursuant to sub-clauses (i), (ii), (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 sub-clause (i), (ii), (iii) and (vi).

     

    Any
      withdrawals described in this section shall be allocated and limited to
      collections or other recoveries on the related Mortgage Pool and shall be
      accounted for in such manner.

     

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

     

    Section
      4.03. Reports
      to Certificateholders.

     

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

     

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

     

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

     

    (iii) the
      amount, if any, of any distributions to the Holders of the Class 1-C, Class
      2-C,
      Class 3-C, Class 1-AP, Class 2-AP, Class 3-AP, Class 1-X, Class 2-X, Class
      3-X
      (including the 2-X Component, the 3-X Component, the 2-C-X Component, the 3-C-X
      Component, the 2-S-X Component and the 3-S-X Component) and Class R Certificates
      on such Distribution Date, stated separately, and the aggregate amounts, if
      any,
      of distributions to the Holders of the Class 1-C, Class 2-C, Class 3-C, Class
      1-X, Class 2-X, Class 3-X (including the 2-X Component, the 3-X Component,
      the
      2-C-X Component, the 3-C-X Component, the 2-S-X Component and the 3-S-X
      Component) and Class R Certificates on all Distribution Dates, stated
      separately;

     


    
      
        
        

      

      
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    (iv) the
      amount, if any, of any distributions to the Deferred Interest Cap Provider
      with
      respect to each Class of Grantor Trust Certificates (A) as interest on any
      outstanding Cap Deferred Interest Amount, (B) in reduction of such Cap Deferred
      Interest Amount or (C) as a termination payment or for any other
      reason;

     

    (v) the
      amount of the Cap Deferred Interest Amount for each Class of Grantor Trust
      Certificates after distributions on such Distribution Date;

     

    (vi) by
      Mortgage Pool and in the aggregate (A) the aggregate amount of any Advances
      required to be made as of the end of the month immediately preceding the month
      in which such Distribution Date occurs by a Servicer or the Master Servicer
      (or
      by the Trustee as successor master servicer) with respect to such Distribution
      Date, (B) the aggregate amount of such Advances actually made, and (C) the
      amount, if any, by which (A) above exceeds (B) above;

     

    (vii) by
      Mortgage Pool and in the aggregate, 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;

     

    (viii) the
      Class
      Principal Amount (or Class Notional Amount) of each Class of Certificates,
      to
      the extent applicable, as of such Distribution Date after giving effect to
      payments allocated to principal reported under clause (i) above, separately
      identifying any reduction of any of the foregoing Certificate Principal Amounts
      due to Pool 1 Applied Loss Amounts, Pool 2 Applied Loss Amounts or Pool 3
      Applied Loss Amounts, as applicable;

     

    (ix) by
      Mortgage Pool and in the aggregate, 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;

     

    (x) by
      Mortgage Pool and in the aggregate, the amount of the Servicing Fees and General
      Servicing Fees paid during the Collection Period to which such distribution
      relates;

     

    (xi) by
      Mortgage Pool and in the aggregate, the number and aggregate Scheduled Principal
      Balance of 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, all 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 utilizing the ABS delinquency
      method);

     


    
      
        
        

      

      
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    (xii) by
      Mortgage Pool and in the aggregate, 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 applicable Net Funds Cap);

     

    (xvi) by
      Mortgage Pool and in the aggregate, the Interest Remittance Amount, the
      Principal Remittance Amount, the Principal Distribution Amount, the Pool 1
      Overcollateralization Release Amount, the Pool 2 Overcollateralization Release
      Amount and the Pool 3 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);

     

    (xviii) the
      Pool
      1 Overcollateralization Amount, Pool 2 Overcollateralization Amount and Pool
      3
      Overcollateralization Amount after giving effect to the distributions made
      on
      such Distribution Date;

     

    (xix) the
      amount of any Pool 1 Overcollateralization Deficiency, Pool 2
      Overcollateralization Deficiency and Pool 3 Overcollateralization Deficiency
      after giving effect to the distributions made in such Distribution
      Date;

     

    (xx) the
      level
      of LIBOR and the Certificate Interest Rate of each of the LIBOR Certificates
      and
      the Grantor Trust Certificates;

     

    (xxi) the
      amount of any payments made to each Class of Certificates that are treated
      as
      payments received in respect of a REMIC I-2 Regular Interest, REMIC II-3 Regular
      Interest or REMIC III-2 Regular Interest and the amount of any payments to
      each Class of Certificates that are not treated as payments received in respect
      of a REMIC I-2 Regular Interest, REMIC II-3 Regular Interest or REMIC III-2
      Regular Interest;

     


    
      
        
        

      

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

     

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

     

    (xxiv) the
      amount of any payments made by the applicable Cap Provider under the Interest
      Rate Cap Agreements or the Deferred Interest Cap Agreements.

     

    In
      the
      case of information furnished pursuant to sub-clauses (i), (ii) and (viii)
      above, the amounts shall (except with respect to the Class 1-X, Class 2-X and
      Class 3-X Certificates) be expressed as a dollar amount per $1,000 of original
      principal amount of Certificates.

     

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

     

    The
      Trustee will make such report and additional loan level information (and, at
      its
      option, any additional files containing the same information in an alternative
      format) provided to it by the Master Servicer available each month to
      Certificateholders, any NIMS Insurer, and the Rating Agencies via the Trustee’s
      internet website. The Trustee’s internet website shall initially be located at
      http://trustinvestorreporting.com and assistance in using the website can be
      obtained by emailing the Trustee’s customer service desk at
      ct.information.delivery@usbank.com. Such parties that are unable to use the
      website are entitled to have a paper copy mailed to them via first class mail
      by
      calling the customer service desk and indicating such. The Trustee shall have
      the right to change the way such statements are distributed in order to make
      such distribution more convenient and/or more accessible to the above parties
      and the Trustee shall provide timely and adequate notification to all above
      parties regarding any such changes.

     

    The
      Trustee shall provide a “zero settlement file” to Bloomberg L.P. within seven
      (7) calendar days after the receipt of the collateral data file from the
      Depositor, but in no event later than the first Distribution Date, which shall
      contain all of the information in the initial Monthly Report (without giving
      effect to any distributions); provided, however, that in no event will such
      zero
      settlement file contain any mortgagor-specific information.

     

    The
      foregoing information and reports shall be prepared and determined by the
      Trustee based solely on Mortgage Loan data provided to the Trustee by the Master
      Servicer (in a format agreed to by the Trustee and the Master Servicer) no
      later
      than 2:00 p.m. Eastern Time four Business Days prior to the Distribution Date
      or
      such other time period as set forth in Section 9.23(c). In preparing or
      furnishing the foregoing information, the Trustee shall be entitled to rely
      conclusively on the accuracy and completeness of the information or data (i)
      regarding the Mortgage Loans (including any Early Payment Default Mortgage
      Loans) and the related REO Property that has been provided to the Master
      Servicer by the Servicer and to the Trustee by the Master Servicer, (ii)
      regarding the Interest Rate Cap Agreements and Deferred Interest Cap Agreements
      that has been provided to the Trustee by the Cap Providers and (iii) regarding
      the Swap Agreements that has been provided to the Trustee by the Swap
      Counterparty, and the Trustee shall not be obligated to verify, recompute,
      reconcile or recalculate any such information or data. The Trustee shall be
      entitled to conclusively rely on the Mortgage Loan data provided by the Master
      Servicer and shall have no liability for any errors or omissions in such
      Mortgage Loan data. 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 or omissions in such Mortgage Loan data.

     


    
      
        
        

      

      
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    (b) Upon
      the
      reasonable advance written request of any Certificateholder that is a savings
      and loan, bank or insurance company, 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
      the applicable Servicer under the related Servicing Agreement, shall use
      reasonable efforts to obtain such information and documentation from such
      Servicer, and provide) to such Certificateholder such reports and access to
      information and documentation regarding the Mortgage Loans as such
      Certificateholder may reasonably deem necessary to comply with applicable
      regulations of the Office of Thrift Supervision or its successor or other
      regulatory authorities with respect to the NIM Securities or an investment
      in
      the Certificates; provided, however, that the Master Servicer shall be entitled
      to be reimbursed by such Certificateholder for the actual expenses incurred
      in
      providing such reports and access.

     

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

     

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

     

     


    
      
        
        

      

      
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    Section
      4.04. The
      Certificate Account.

     

    (a) The
      Trustee shall establish and maintain in its name, as trustee, a trust account
      (the “Certificate Account”) entitled “Certificate Account, U.S. Bank National
      Association, as Trustee, in trust for the benefit of the Holders of Lehman
      XS
      Trust Mortgage Pass-Through Certificates, Series 2007-12N” 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 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. The Trustee shall give to the Depositor,
      Master Servicer and any NIMS Insurer prior written notice of the name and
      address of the depository institution at which the Certificate Account is
      maintained and the account number of such Certificate Account.

     

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

     

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

     

    (ii) 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 that such payments are for “unanticipated expenses”
within the meaning of Treasury Regulation Section
      1.860G-1(b)(3)(ii);

     

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

     

    (iv) to
      make
      payments to itself and others pursuant to any provision of this
      Agreement;

     


    
      
        
        

      

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

     

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

     

    Any
      withdrawals described in the preceding sentence shall be allocated and limited
      to collections or other recoveries on the related Mortgage Pool and shall be
      accounted for in such manner.

     

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

     

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

     

    ARTICLE
      V.

     

    DISTRIBUTIONS
      TO HOLDERS OF CERTIFICATES

     

    Section
      5.01. Distributions
      Generally.

     

    (a) Subject
      to Section 7.01 respecting the final distribution on the Certificates, on each
      Distribution Date the Trustee or the Paying Agent shall make distributions
      in
      accordance with this Article V. Such distributions shall be made by wire
      transfer if the Certificateholder has provided the Trustee with wire
      instructions or by check mailed to the address of such Certificateholder as
      it
      appears in the books of the Trustee if the Certificateholder has not provided
      the Trustee with wire instructions in immediately available funds to an account
      specified in the request and at the expense of such Certificateholder; provided,
      however, that the final distribution in respect of any Certificate shall be
      made
      only upon presentation and surrender of such Certificate at the 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 Corporate Trust
      Office. If any payment required to be made on the Certificates is to be made
      on
      a day that is not a Business Day, then such payment will be made on the next
      succeeding Business Day.

     


    
      
        
        

      

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

     

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

     

    Section
      5.02. Distributions
      from the Certificate Account.
      

     

    (a) On
      each
      Distribution Date, the Trustee (or the Paying Agent on behalf of the Trustee)
      shall withdraw from the Certificate Account the Total Distribution Amount
      (excluding all Prepayment Premiums) and amounts that are available for payment
      to the Swap Counterparty and shall allocate such amount to the interests issued
      in respect of each REMIC and shall distribute such amount as specified in this
      Section.

     

    (b) On
      each
      Distribution Date, the Interest Remittance Amount for Pool 1 for such date
      will
      be distributed in the following order of priority:

     

    (i) concurrently,
      to each Class of Pool 1 Senior Certificates, Current Interest and any
      Carryforward Interest for such Classes for such Distribution Date; provided,
      however, that if funds available are insufficient to pay such amounts, any
      resulting shortfalls will be allocated pro
      rata
      on the
      basis of Current Interest and Carryforward Interest due such Classes on such
      Distribution Date;

     

    (ii) to
      each
      Class of Pool 1 Subordinate Certificates, in accordance with the Pool 1
      Subordinate Priority, Current Interest and any Carryforward Interest for such
      Classes for such Distribution Date;

     

    (iii) to
      the
      Trustee, previously unreimbursed extraordinary costs, liabilities and expenses
      related to the Pool 1 Certificates; and

     

    (iv) for
      application as part of Pool 1 Monthly Excess Cashflow for such Distribution
      Date, as provided in Section 5.02(h), any such Interest Remittance Amount
      remaining after application pursuant to clauses (i) through (iii)
      above.

     


    
      
        
        

      

      
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    (c) On
      each
      Distribution Date, the Interest Remittance Amount for Pool 2 for such date
      will
      be distributed in the following order of priority:

     

    (i) for
      deposit into the Pool 2 Supplemental Interest Trust Account, any Pool 2 Net
      Swap
      Payment or Pool 2 Swap Termination Payment (not due to a Swap Counterparty
      Trigger Event) owed to the Swap Counterparty (including amounts remaining unpaid
      from previous Distribution Dates);

     

    (ii) concurrently,
      to each Class of Pool 2 Senior Certificates, Current Interest and any
      Carryforward Interest for such Classes for such Distribution Date; provided,
      however, that if funds available are insufficient to pay such amounts, any
      resulting shortfalls will be allocated pro
      rata
      on the
      basis of Current Interest and Carryforward Interest due such Classes on such
      Distribution Date;

     

    (iii) to
      each
      Class of Pool 2 Subordinate Certificates (other than the Class 2-M7 and Class
      2-M8 Certificates), in accordance with the Pool 2 Subordinate Priority, Current
      Interest and any Carryforward Interest for such Classes for such Distribution
      Date;

     

    (iv) to
      the
      Trustee, previously unreimbursed extraordinary costs, liabilities and expenses
      related to the Pool 2 Certificates; and

     

    (v) for
      application as part of Pool 2 Monthly Excess Cashflow for such Distribution
      Date, as provided in Section 5.02(i), any such Interest Remittance Amount
      remaining after application pursuant to clauses (i) through (iv)
      above.

     

    (d) On
      each
      Distribution Date, the Interest Remittance Amount for Pool 3 for such date
      will
      be distributed in the following order of priority:

     

    (i) for
      deposit into the Pool 3 Supplemental Interest Trust Account, any Pool 3 Net
      Swap
      Payment or Pool 3 Swap Termination Payment (not due to a Swap Counterparty
      Trigger Event) owed to the Swap Counterparty (including amounts remaining unpaid
      from previous Distribution Dates);

     

    (ii) concurrently,
      to each Class of Pool 3 Senior Certificates, Current Interest and any
      Carryforward Interest for such Classes for such Distribution Date; provided,
      however, that if funds available are insufficient to pay such amounts, any
      resulting shortfalls will be allocated pro
      rata
      on the
      basis of Current Interest and Carryforward Interest due such Classes on such
      Distribution Date;

     

    (iii) to
      each
      Class of Pool 3 Subordinate Certificates, in accordance with the Pool 3
      Subordinate Priority, Current Interest and any Carryforward Interest for such
      Classes for such Distribution Date;

     

    (iv) to
      the
      Trustee, previously unreimbursed extraordinary costs, liabilities and expenses
      related to the Pool 3 Certificates; and

     


    
      
        
        

      

      
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    (v) for
      application as part of Pool 3 Monthly Excess Cashflow for such Distribution
      Date, as provided in Section 5.02(j), any such Interest Remittance Amount
      remaining after application pursuant to clauses (i) through (iv)
      above.

     

    (e) On
      each
      Distribution Date, the Trustee shall distribute the Principal Distribution
      Amount for Pool 1 for such date as follows:

     

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

     

    (A) up
      to the
      amount of any Net Negative Amortization previously allocated to the Pool 1
      Senior Certificates (other than the Class 1-AX Certificates) and not repaid,
      to
      the Pool 1 Senior Certificates (other than the Class 1-AX Certificates),
pro
      rata,
      based on
      the amount of such unpaid prior allocations of Net Negative Amortization to
      each
      class thereof;

     

    (B) sequentially,
      in the
      following order: (a) first, to the Class 1-A1 Underlying Interest, (b) second,
      to the Class 1-A2 Underlying Interest, and (c) third, pro rata to the Class
      1-A3A Underlying Interest and Class 1-A3B Underlying Interest, in each case
      until the Class Principal Amount of such Class has been reduced to
      zero;

     

    (C) to
      the
      Class 1-M1, Class 1-M2, Class 1-M3, Class 1-M4, Class 1-M5, Class 1-M6, Class
      1-M7, Class 1-M8 and Class 1-M9 Certificates, sequentially,
      in that
      order, in each case until the Class Principal Amount of each such Class has
      been
      reduced to zero; and

     

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

     

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

     

    (A) (a)
      for
      so long as any of the Pool 1 Subordinate Certificates are outstanding, to the
      Pool 1 Senior Certificates (other than the Class 1-AX Certificates), in
      accordance with the priorities set forth in Section 5.02(e)(i), in an amount
      equal to the lesser of (x) the Principal Distribution Amount for Pool 1 for
      such
      Distribution Date and (y) the Pool 1 Senior Principal Distribution Amount for
      such Distribution Date until the Class Principal Amount of each such Class
      has
      been reduced to zero; or (b) otherwise to the Pool 1 Senior Certificates (other
      than the Class 1-AX Certificates), in accordance with Section 5.02(e)(i), the
      Principal Distribution Amount for Pool 1 for such Distribution
      Date;

     


    
      
        
        

      

      
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    (B) to
      the
      Class 1-M1 Certificates, an amount equal to the lesser of (x) the excess of
      (a)
      the Principal Distribution Amount for Pool 1 for such Distribution Date over
      (b)
      the amount distributed to the Pool 1 Senior Certificates on such Distribution
      Date pursuant to clause (A) above and (y) the 1-M1 Principal Distribution Amount
      for such Distribution Date, until the Class Principal Amount of such Class
      has
      been reduced to zero;

     

    (C) to
      the
      Class 1-M2 Certificates, an amount equal to the lesser of (x) the excess of
      (a)
      the Principal Distribution Amount for Pool 1 for such Distribution Date over
      (b)
      the amount distributed to the Pool 1 Senior Certificates and the Class 1-M1
      Certificates on such Distribution Date pursuant to clauses (A) and (B) above,
      and (y) the 1-M2 Principal Distribution Amount for such Distribution Date,
      until
      the Class Principal Amount of such Class has been reduced to zero;

     

    (D) to
      the
      Class 1-M3 Certificates, an amount equal to the lesser of (x) the excess of
      (a)
      the Principal Distribution Amount for Pool 1 for such Distribution Date over
      (b)
      the amount distributed to the Pool 1 Senior Certificates and the Class 1-M1
      and
      Class 1-M2 Certificates on such Distribution Date pursuant to clauses (A)
      through (C) above, and (y) the 1-M3 Principal Distribution Amount for such
      Distribution Date, until the Class Principal Amount of such Class has been
      reduced to zero;

     

    (E) to
      the
      Class 1-M4 Certificates, an amount equal to the lesser of (x) the excess of
      (a)
      the Principal Distribution Amount for Pool 1 for such Distribution Date over
      (b)
      the amount distributed to the Pool 1 Senior Certificates and the Class 1-M1,
      Class 1-M2 and Class 1-M3 Certificates on such Distribution Date pursuant to
      clauses (A) through (D) above, and (y) the 1-M4 Principal Distribution Amount
      for such Distribution Date, until the Class Principal Amount of such Class
      has
      been reduced to zero;

     

    (F) to
      the
      Class 1-M5 Certificates, an amount equal to the lesser of (x) the excess of
      (a)
      the Principal Distribution Amount for Pool 1 for such Distribution Date over
      (b)
      the amount distributed to the Pool 1 Senior Certificates and the Class 1-M1,
      Class 1-M2, Class 1-M3 and Class 1-M4 Certificates on such Distribution Date
      pursuant to clauses (A) through (E) above, and (y) the 1-M5 Principal
      Distribution Amount for such Distribution Date, until the Class Principal Amount
      of such Class has been reduced to zero;

     


    
      
        
        

      

      
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    (G) to
      the
      Class 1-M6 Certificates, an amount equal to the lesser of (x) the excess of
      (a)
      the Principal Distribution Amount for Pool 1 for such Distribution Date over
      (b)
      the amount distributed to the Pool 1 Senior Certificates and the Class 1-M1,
      Class 1-M2, Class 1-M3, Class 1-M4 and Class 1-M5 Certificates on such
      Distribution Date pursuant to clauses (A) through (F) above, and (y) the 1-M6
      Principal Distribution Amount for such Distribution Date, until the Class
      Principal Amount of such Class has been reduced to zero;

     

    (H) to
      the
      Class 1-M7 Certificates, an amount equal to the lesser of (x) the excess of
      (a)
      the Principal Distribution Amount for Pool 1 for such Distribution Date over
      (b)
      the amount distributed to the Pool 1 Senior Certificates and the Class 1-M1,
      Class 1-M2, Class 1-M3, Class 1-M4, Class 1-M5 and Class 1-M6 Certificates
      on
      such Distribution Date pursuant to clauses (A) through (G) above, and (y) the
      1-M7 Principal Distribution Amount for such Distribution Date, until the Class
      Principal Amount of such Class has been reduced to zero;

     

    (I) to
      the
      Class 1-M8 Certificates, an amount equal to the lesser of (x) the excess of
      (a)
      the Principal Distribution Amount for Pool 1 for such Distribution Date over
      (b)
      the amount distributed to the Pool 1 Senior Certificates and the Class 1-M1,
      Class 1-M2, Class 1-M3, Class 1-M4, Class 1-M5, Class 1-M6 and Class 1-M7
      Certificates on such Distribution Date pursuant to clauses (A) through (H)
      above, and (y) the 1-M8 Principal Distribution Amount for such Distribution
      Date, until the Class Principal Amount of such Class has been reduced to
      zero;

     

    (J) to
      the
      Class 1-M9 Certificates, an amount equal to the lesser of (x) the excess of
      (a)
      the Principal Distribution Amount for Pool 1 for such Distribution Date over
      (b)
      the amount distributed to the Pool 1 Senior Certificates and the Class 1-M1,
      Class 1-M2, Class 1-M3, Class 1-M4, Class 1-M5, Class 1-M6, Class 1-M7 and
      Class
      1-M8 Certificates on such Distribution Date pursuant to clauses (A) through
      (I)
      above, and (y) the 1-M9 Principal Distribution Amount for such Distribution
      Date, until the Class Principal Amount of such Class has been reduced to zero;
      and

     

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

     

    (f) On
      each
      Distribution Date, the Trustee shall distribute the Principal Distribution
      Amount for Pool 2 for such date as follows:

     

    (i) On
      each
      Distribution Date (a) prior to the Pool 2 Stepdown Date or (b) with respect
      to
      which a Pool 2 Trigger Event is in effect, until the aggregate Certificate
      Principal Amount of the Pool 2 Certificates (other than the Class 2-AX
      Certificates) equals the Pool 2 Target Amount for such Distribution Date, the
      Trustee shall distribute the Principal Distribution Amount for Pool 2 in the
      following order of priority:

     


    
      
        
        

      

      
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    (A) for
      deposit into the Pool 2 Supplemental Interest Trust Account, any Pool 2 Net
      Swap
      Payment or Pool 2 Swap Termination Payment (unless due to a Swap Counterparty
      Trigger Event) owed to the Swap Counterparty (to the extent not paid previously
      or from the Interest Remittance Amount for Pool 2 in accordance with Section
      5.02(c));

     

    (B) up
      to the
      amount of any Net Negative Amortization previously allocated to the Pool 2
      Senior Certificates (other than the Class 2-AX Certificates) and not repaid,
      to
      the Pool 2 Senior Certificates (other than the Class 2-AX Certificates),
pro
      rata,
      based on
      the amount of such unpaid prior allocations of Net Negative Amortization to
      each
      class thereof;

     

    (C) pro
      rata
      to each
      Class of the Pool 2 Senior Certificates until the Class Principal Amount of
      each
      such Class has been reduced to zero;

     

    (D) to
      the
      Class 2-M1, Class 2-M2, Class 2-M3, Class 2-M4, Class 2-M5, Class 2-M6, Class
      2-M7 and Class 2-M8 Certificates, sequentially, in that order, in each case
      until the Class Principal Amount of each such Class has been reduced to zero;
      and

     

    (E) for
      application as part of the Pool 2 Monthly Excess Cashflow for such Distribution
      Date, pursuant to Section 5.02(i), any such Principal Distribution Amount
      remaining after application pursuant to clauses (A) through (D)
      above.

     

    (ii) On
      each
      Distribution Date (a) on or after the Pool 2 Stepdown Date and (b) with respect
      to which a Pool 2 Trigger Event is not in effect, the Principal Distribution
      Amount for Pool 2 for such date will be distributed in the following order
      of
      priority:

     

    (A) for
      deposit into the Pool 2 Supplemental Interest Trust Account any Pool 2 Net
      Swap
      Payment or Pool 2 Swap Termination Payment (unless due to a Swap Counterparty
      Trigger Event) owed to the Swap Counterparty (to the extent not paid previously
      or from the Interest Remittance Amount in accordance with Section
      5.02(c));

     

    (B) (a)
      for
      so long as any of the Pool 2 Subordinate Certificates are outstanding, to the
      Pool 2 Senior Certificates (other than the Class 2-AX Certificates), in
      accordance with the priorities set forth in Section 5.02(f)(i), in an amount
      equal to the lesser of (x) the Principal Distribution Amount for Pool 2 for
      such
      Distribution Date less any Pool 2 Net Swap Payment or Pool 2 Swap Termination
      Payment paid on such Distribution Date pursuant to Section 5.02(f)(ii)(A) and
      (y) the Pool 2 Senior Principal Distribution Amount such Distribution Date
      until
      the Class Principal Amount of each such Class has been reduced to zero; or
      (b)
      otherwise to the Pool 2 Senior Certificates (other than the Class 2-AX
      Certificates), in accordance with Section 5.02(f)(i), the Principal Distribution
      Amount for Pool 2 for such Distribution Date less any Pool 2 Net Swap Payment
      or
      Pool 2 Swap Termination Payment paid on such Distribution Date pursuant to
      Section 5.02(f)(ii)(A) above;

     


    
      
        
        

      

      
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    (C) to
      the
      Class 2-M1 Certificates, an amount equal to the lesser of (x) the excess of
      (a)
      the Principal Distribution Amount for Pool 2 for such Distribution Date over
      (b)
      the amount distributed to the Pool 2 Senior Certificates on such Distribution
      Date pursuant to clause (B) above and any Pool 2 Net Swap Payment or Pool 2
      Swap
      Termination Payment paid on such Distribution Date pursuant to clause (A) above
      and (y) the 2-M1 Principal Distribution Amount for such Distribution Date,
      until
      the Class Principal Amount of such Class has been reduced to zero;

     

    (D) to
      the
      Class 2-M2 Certificates, an amount equal to the lesser of (x) the excess of
      (a)
      the Principal Distribution Amount for Pool 2 for such Distribution Date over
      (b)
      the amount distributed to the Pool 2 Senior Certificates and the Class 2-M1
      Certificates on such Distribution Date pursuant to clauses (B) and (C) above
      and
      any Pool 2 Net Swap Payment or Pool 2 Swap Termination Payment paid on such
      Distribution Date pursuant to clause (A) above and (y) the 2-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 2-M3 Certificates, an amount equal to the lesser of (x) the excess of
      (a)
      the Principal Distribution Amount for Pool 2 for such Distribution Date over
      (b)
      the amount distributed to the Pool 2 Senior Certificates and the Class 2-M1
      and
      Class 2-M2 Certificates on such Distribution Date pursuant to clauses (B)
      through (D) above and any Pool 2 Net Swap Payment or Pool 2 Swap Termination
      Payment paid on such Distribution Date pursuant to clause (A) above and (y)
      the
      2-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 2-M4 Certificates, an amount equal to the lesser of (x) the excess of
      (a)
      the Principal Distribution Amount for Pool 2 for such Distribution Date over
      (b)
      the amount distributed to the Pool 2 Senior Certificates and the Class 2-M1,
      Class 2-M2 and Class 2-M3 Certificates on such Distribution Date pursuant to
      clauses (B) through (E) above and any Pool 2 Net Swap Payment or Pool 2 Swap
      Termination Payment paid on such Distribution Date pursuant to clause (A) above
      and (y) the 2-M4 Principal Distribution Amount for such Distribution Date,
      until
      the Class Principal Amount of such Class has been reduced to zero;

     


    
      
        
        

      

      
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    (G) to
      the
      Class 2-M5 Certificates, an amount equal to the lesser of (x) the excess of
      (a)
      the Principal Distribution Amount for Pool 2 for such Distribution Date over
      (b)
      the amount distributed to the Pool 2 Senior Certificates and the Class 2-M1,
      Class 2-M2, Class 2-M3 and Class 2-M4 Certificates on such Distribution Date
      pursuant to clauses (B) through (F) above and any Pool 2 Net Swap Payment or
      Pool 2 Swap Termination Payment paid on such Distribution Date pursuant to
      clause (A) above and (y) the 2-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 2-M6 Certificates, an amount equal to the lesser of (x) the excess of
      (a)
      the Principal Distribution Amount for Pool 2 for such Distribution Date over
      (b)
      the amount distributed to the Pool 2 Senior Certificates and the Class 2-M1,
      Class 2-M2, Class 2-M3, Class 2-M4 and Class 2-M5 Certificates on such
      Distribution Date pursuant to clauses (B) through (G) above and any Pool 2
      Net
      Swap Payment or Pool 2 Swap Termination Payment paid on such Distribution Date
      pursuant to clause (A) above and (y) the 2-M6 Principal Distribution Amount
      for
      such Distribution Date, until the Class Principal Amount of such Class has
      been
      reduced to zero;

     

    (I) to
      the
      Class 2-M7 Certificates, an amount equal to the lesser of (x) the excess of
      (a)
      the Principal Distribution Amount for Pool 2 for such Distribution Date over
      (b)
      the amount distributed to the Pool 2 Senior Certificates and the Class 2-M1,
      Class 2-M2, Class 2-M3, Class 2-M4, Class 2-M5 and Class 2-M6 Certificates
      on
      such Distribution Date pursuant to clauses (B) through (H) above and any Pool
      2
      Net Swap Payment or Pool 2 Swap Termination Payment paid on such Distribution
      Date pursuant to clause (A) above and (y) the 2-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 2-M8 Certificates, an amount equal to the lesser of (x) the excess of
      (a)
      the Principal Distribution Amount for Pool 2 for such Distribution Date over
      (b)
      the amount distributed to the Pool 2 Senior Certificates and the Class 2-M1,
      Class 2-M2, Class 2-M3, Class 2-M4, Class 2-M5, Class 2-M6 and Class 2-M7
      Certificates on such Distribution Date pursuant to clauses (B) through (I)
      above
      and any Pool 2 Net Swap Payment or Pool 2 Swap Termination Payment paid on
      such
      Distribution Date pursuant to clause (A) above and (y) the 2-M8 Principal
      Distribution Amount for such Distribution Date, until the Class Principal Amount
      of such Class has been reduced to zero;

     

    (K) for
      application as part of the aggregate Monthly Excess Cashflow for such
      Distribution Date pursuant to Section 5.02(i), any such Principal Distribution
      Amount remaining after application pursuant to clauses (A) through (J)
      above.

     


    
      
        
        

      

      
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    (g) On
      each
      Distribution Date, the Trustee shall distribute the Principal Distribution
      Amount for Pool 3 for such date as follows:

     

    (i) On
      each
      Distribution Date (a) prior to the Pool 3 Stepdown Date or (b) with respect
      to
      which a Pool 3 Trigger Event is in effect, until the aggregate Certificate
      Principal Amount of the Pool 3 Certificates equals the Pool 3 Target Amount
      for
      such Distribution Date, the Trustee shall distribute the Principal Distribution
      Amount for Pool 3 in the following order of priority:

     

    (A) for
      deposit into the Pool 3 Supplemental Interest Trust Account, any Pool 3 Net
      Swap
      Payment or Pool 3 Swap Termination Payment (unless due to a Swap Counterparty
      Trigger Event) owed to the Swap Counterparty (to the extent not paid previously
      or from the Interest Remittance Amount for Pool 3 in accordance with Section
      5.02(d));

     

    (B) up
      to the
      amount of any Net Negative Amortization previously allocated to the Pool 3
      Senior Certificates and not repaid, to the Pool 3 Senior Certificates,
pro
      rata,
      based on
      the amount of such unpaid prior allocations of Net Negative Amortization to
      each
      class thereof;

     

    (C) pro
      rata
      to each
      Class of the Pool 3 Senior Certificates until the Class Principal Amount of
      each
      such Class has been reduced to zero;

     

    (D) to
      the
      Class 3-M1, Class 3-M2, Class 3-M3, Class 3-M4, Class 3-M5, Class 3-M6, Class
      3-M7 and Class 3-M8 Certificates, sequentially, in that order, in each case
      until the Class Principal Amount of each such Class has been reduced to zero;
      and

     

    (E) for
      application as part of the Pool 3 Monthly Excess Cashflow for such Distribution
      Date, pursuant to Section 5.02(j), any such Principal Distribution Amount
      remaining after application pursuant to clauses (A) through (D)
      above.

     

    (ii) On
      each
      Distribution Date (a) on or after the Pool 3 Stepdown Date and (b) with respect
      to which a Pool 3 Trigger Event is not in effect, the Principal Distribution
      Amount for Pool 3 for such date will be distributed in the following order
      of
      priority:

     

    (A) for
      deposit into the Pool 3 Supplemental Interest Trust Account any Pool 3 Net
      Swap
      Payment or Pool 3 Swap Termination Payment (unless due to a Swap Counterparty
      Trigger Event) owed to the Swap Counterparty (to the extent not paid previously
      or from the Interest Remittance Amount in accordance with Section
      5.02(d));

     


    
      
        
        

      

      
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    (B) (a)
      for
      so long as any of the Pool 3 Subordinate Certificates are outstanding, to the
      Pool 3 Senior Certificates, in accordance with the priorities set forth in
      Section 5.02(g)(i), in an amount equal to the lesser of (x) the Principal
      Distribution Amount for Pool 3 for such Distribution Date less any Pool 3 Net
      Swap Payment or Pool 3 Swap Termination Payment paid on such Distribution Date
      pursuant to Section 5.02(g)(ii)(A) and (y) the Pool 3 Senior Principal
      Distribution Amount such Distribution Date until the Class Principal Amount
      of
      each such Class has been reduced to zero; or (b) otherwise to the Pool 3 Senior
      Certificates, in accordance with Section 5.02(g)(i), the Principal Distribution
      Amount for Pool 3 for such Distribution Date less any Pool 3 Net Swap Payment
      or
      Pool 3 Swap Termination Payment paid on such Distribution Date pursuant to
      Section 5.02(g)(ii)(A) above;

     

    (C) to
      the
      Class 3-M1 Certificates, an amount equal to the lesser of (x) the excess of
      (a)
      the Principal Distribution Amount for Pool 3 for such Distribution Date over
      (b)
      the amount distributed to the Pool 3 Senior Certificates on such Distribution
      Date pursuant to clause (B) above and any Pool 3 Net Swap Payment or Pool 3
      Swap
      Termination Payment paid on such Distribution Date pursuant to clause (A) above
      and (y) the 3-M1 Principal Distribution Amount for such Distribution Date,
      until
      the Class Principal Amount of such Class has been reduced to zero;

     

    (D) to
      the
      Class 3-M2 Certificates, an amount equal to the lesser of (x) the excess of
      (a)
      the Principal Distribution Amount for Pool 3 for such Distribution Date over
      (b)
      the amount distributed to the Pool 3 Senior Certificates and the Class 3-M1
      Certificates on such Distribution Date pursuant to clauses (B) and (C) above
      and
      any Pool 3 Net Swap Payment or Pool 3 Swap Termination Payment paid on such
      Distribution Date pursuant to clause (A) above and (y) the 3-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 3-M3 Certificates, an amount equal to the lesser of (x) the excess of
      (a)
      the Principal Distribution Amount for Pool 3 for such Distribution Date over
      (b)
      the amount distributed to the Pool 3 Senior Certificates and the Class 3-M1
      and
      Class 3-M2 Certificates on such Distribution Date pursuant to clauses (B)
      through (D) above and any Pool 3 Net Swap Payment or Pool 3 Swap Termination
      Payment paid on such Distribution Date pursuant to clause (A) above and (y)
      the
      3-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 3-M4 Certificates, an amount equal to the lesser of (x) the excess of
      (a)
      the Principal Distribution Amount for Pool 3 for such Distribution Date over
      (b)
      the amount distributed to the Pool 3 Senior Certificates and the Class 3-M1,
      Class 3-M2 and Class 3-M3 Certificates on such Distribution Date pursuant to
      clauses (B) through (E) above and any Pool 3 Net Swap Payment or Pool 3 Swap
      Termination Payment paid on such Distribution Date pursuant to clause (A) above
      and (y) the 3-M4 Principal Distribution Amount for such Distribution Date,
      until
      the Class Principal Amount of such Class has been reduced to zero;

     


    
      
        
        

      

      
        -141-

        
          

        

      

      
        
        

      

    


    (G) to
      the
      Class 3-M5 Certificates, an amount equal to the lesser of (x) the excess of
      (a)
      the Principal Distribution Amount for Pool 3 for such Distribution Date over
      (b)
      the amount distributed to the Pool 3 Senior Certificates and the Class 3-M1,
      Class 3-M2, Class 3-M3 and Class 3-M4 Certificates on such Distribution Date
      pursuant to clauses (B) through (F) above and any Pool 3 Net Swap Payment or
      Pool 3 Swap Termination Payment paid on such Distribution Date pursuant to
      clause (A) above and (y) the 3-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 3-M6 Certificates, an amount equal to the lesser of (x) the excess of
      (a)
      the Principal Distribution Amount for Pool 3 for such Distribution Date over
      (b)
      the amount distributed to the Pool 3 Senior Certificates and the Class 3-M1,
      Class 3-M2, Class 3-M3, Class 3-M4 and Class 3-M5 Certificates on such
      Distribution Date pursuant to clauses (B) through (G) above and any Pool 3
      Net
      Swap Payment or Pool 3 Swap Termination Payment paid on such Distribution Date
      pursuant to clause (A) above and (y) the 3-M6 Principal Distribution Amount
      for
      such Distribution Date, until the Class Principal Amount of such Class has
      been
      reduced to zero;

     

    (I) to
      the
      Class 3-M7 Certificates, an amount equal to the lesser of (x) the excess of
      (a)
      the Principal Distribution Amount for Pool 3 for such Distribution Date over
      (b)
      the amount distributed to the Pool 3 Senior Certificates and the Class 3-M1,
      Class 3-M2, Class 3-M3, Class 3-M4, Class 3-M5 and Class 3-M6 Certificates
      on
      such Distribution Date pursuant to clauses (B) through (H) above and any Pool
      3
      Net Swap Payment or Pool 3 Swap Termination Payment paid on such Distribution
      Date pursuant to clause (A) above and (y) the 3-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 3-M8 Certificates, an amount equal to the lesser of (x) the excess of
      (a)
      the Principal Distribution Amount for Pool 3 for such Distribution Date over
      (b)
      the amount distributed to the Pool 3 Senior Certificates and the Class 3-M1,
      Class 3-M2, Class 3-M3, Class 3-M4, Class 3-M5, Class 3-M6 and Class 3-M7
      Certificates on such Distribution Date pursuant to clauses (B) through (I)
      above
      and any Pool 3 Net Swap Payment or Pool 3 Swap Termination Payment paid on
      such
      Distribution Date pursuant to clause (A) above and (y) the 3-M8 Principal
      Distribution Amount for such Distribution Date, until the Class Principal Amount
      of such Class has been reduced to zero;

     


    
      
        
        

      

      
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    (K) for
      application as part of the aggregate Monthly Excess Cashflow for such
      Distribution Date pursuant to Section 5.02(j), any such Principal Distribution
      Amount remaining after application pursuant to clauses (A) through (J)
      above.

     

    (h) Any
      Pool
      1 Monthly Excess Cashflow will, on each Distribution Date, be distributed in
      the
      following order of priority:

     

    (i) to
      the
      Pool 1 Senior Certificates, pro
      rata,
      Current
      Interest and Carryforward Interest for such Classes for such Distribution Date,
      to the extent unpaid, pursuant to 5.02(b)(i) above, and sequentially to the
      Pool
      1 Subordinate Certificates Current Interest and Carryforward Interest for such
      Classes for such Distribution Date, to the extent unpaid, pursuant to
      5.02(b)(ii) above;

     

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

     

    (A) after
      giving effect to principal distributions on such Distribution Date, to the
      Pool
      1 Senior Certificates (other than the Class 1-AX Certificates), in accordance
      with Section 5.02(e)(i), in reduction of their respective Class Principal
      Amounts, until the Class Principal Amount of each such Class has been reduced
      to
      zero; and

     

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

     

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

     

    (A) after
      giving effect to principal distributions on such Distribution Date, to the
      Pool
      1 Senior Certificates, in accordance with Section 5.02(e)(i), in reduction
      of
      their respective Class Principal Amounts, until the aggregate Class Principal
      Amount of the Pool 1 Senior Certificates (other than the Class 1-AX
      Certificates), after giving effect to distributions on such Distribution Date,
      equals the Pool 1 Senior Target Amount;

     

    (B) to
      the
      Class 1-M1 Certificates, in reduction of their Class Principal Amount, until
      the
      aggregate Class Principal Amount of the Pool 1 Senior Certificates and the
      Class
      1-M1 Certificates, after giving effect to distributions on such Distribution
      Date, equals the 1-M1 Target Amount;

     


    
      
        
        

      

      
        -143-

        
          

        

      

      
        
        

      

    


    (C) to
      the
      Class 1-M2 Certificates, in reduction of their Class Principal Amount, until
      the
      aggregate Class Principal Amount of the Pool 1 Senior Certificates and the
      Class
      1-M1 and Class 1-M2 Certificates, after giving effect to distributions on such
      Distribution Date, equals the 1-M2 Target Amount;

     

    (D) to
      the
      Class 1-M3 Certificates, in reduction of their Class Principal Amount, until
      the
      aggregate Class Principal Amount of the Pool 1 Senior Certificates and the
      Class
      1-M1, Class 1-M2 and Class 1-M3 Certificates, after giving effect to
      distributions on such Distribution Date, equals the 1-M3 Target
      Amount;

     

    (E) to
      the
      Class 1-M4 Certificates, in reduction of their Class Principal Amount, until
      the
      aggregate Class Principal Amount of the Pool 1 Senior Certificates and the
      Class
      1-M1, Class 1-M2, Class 1-M3 and Class 1-M4 Certificates, after giving effect
      to
      distributions on such Distribution Date, equals the 1-M4 Target
      Amount;

     

    (F) to
      the
      Class 1-M5 Certificates, in reduction of their Class Principal Amount, until
      the
      aggregate Class Principal Amount of the Pool 1 Senior Certificates and the
      Class
      1-M1, Class 1-M2, Class 1-M3, Class 1-M4 and Class 1-M5 Certificates, after
      giving effect to distributions on such Distribution Date, equals the 1-M5 Target
      Amount;

     

    (G) to
      the
      Class 1-M6 Certificates, in reduction of their Class Principal Amount, until
      the
      aggregate Class Principal Amount of the Pool 1 Senior Certificates and the
      Class
      1-M1, Class 1-M2, Class 1-M3, Class 1-M4, Class 1-M5 and Class 1-M6
      Certificates, after giving effect to distributions on such Distribution Date,
      equals the 1-M6 Target Amount;

     

    (H) to
      the
      Class 1-M7 Certificates, in reduction of their Class Principal Amount, until
      the
      aggregate Class Principal Amount of the Pool 1 Senior Certificates and the
      Class
      1-M1, Class 1-M2, Class 1-M3, Class 1-M4, Class 1-M5, Class 1-M6 and Class
      1-M7
      Certificates, after giving effect to distributions on such Distribution Date,
      equals the 1-M7 Target Amount;

     

    (I) to
      the
      Class 1-M8 Certificates, in reduction of their Class Principal Amount, until
      the
      aggregate Class Principal Amount of the Pool 1 Senior Certificates and the
      Class
      1-M1, Class 1-M2, Class 1-M3, Class 1-M4, Class 1-M5, Class 1-M6, Class 1-M7
      and
      Class 1-M8 Certificates, after giving effect to distributions on such
      Distribution Date, equals the 1-M8 Target Amount; and

     


    
      
        
        

      

      
        -144-

        
          

        

      

      
        
        

      

    


    (J) to
      the
      Class 1-M9 Certificates, in reduction of their Class Principal Amount, until
      the
      aggregate Class Principal Amount of the Pool 1 Senior Certificates and the
      Class
      1-M1, Class 1-M2, Class 1-M3, Class 1-M4, Class 1-M5, Class 1-M6, Class 1-M7,
      Class 1-M8 and Class 1-M9 Certificates, after giving effect to distributions
      on
      such Distribution Date, equals the 1-M9 Target Amount;

     

    (iv) (a)
      first,
      in
      proportion to their respective Deferred Amounts, to the Pool 1 Senior
      Certificates and (b) second,
      to the
      Pool 1 Subordinate Certificates, in accordance with the Pool 1 Subordinate
      Priority, any Deferred Amount for each such Class and such Distribution
      Date;

     

    (v) to
      the
      Pool 1 Basis Risk Reserve Fund, the amount of any Pool 1 Basis Risk Payment
      and
      then from the Pool 1 Basis Risk Reserve Fund, in the following order of
      priority:

     

    (A) to
      the
      Pool 1 Senior Certificates (other than the Class 1-AX 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 such shortfalls;

     

    (B) to
      the
      Pool 1 Subordinate Certificates, in accordance with the Pool 1 Subordinate
      Priority, any applicable Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls
      for each such Class and such Distribution Date; and

     

    (C) to
      the
      Class 1-X Certificates, any amounts remaining in the Basis Risk Reserve Fund
      in
      excess of amounts required to be on deposit therein after satisfying clauses
      (A)
      and (B) above for such Distribution Date;

     

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

     

    (vii) to
      the
      Residual Certificate, any remaining amount.

     

    (i) Any
      Pool
      2 Monthly Excess Cashflow will, on each Distribution Date, be distributed in
      the
      following order of priority:

     

    (i) to
      the
      Pool 2 Senior Certificates, pro
      rata,
      Current
      Interest and Carryforward Interest for such Classes for such Distribution Date,
      to the extent unpaid, pursuant to 5.02(c)(ii) above, and sequentially to the
      Pool 2 Subordinate Certificates (other than the Class 2-M7 and Class 2-M8
      Certificates) Current Interest and Carryforward Interest for such Classes for
      such Distribution Date, to the extent unpaid, pursuant to 5.02(c)(iii)
      above;

     

    (ii) for
      each
      Distribution Date occurring (a) before the Pool 2 Stepdown Date or (b) on or
      after the Pool 2 Stepdown Date but for which a Pool 2 Trigger Event is in
      effect, then until the aggregate Certificate Principal Amount of the Pool 2
      Certificates (other than the Class 2-AX Certificates) equals the Pool 2 Target
      Amount for such Distribution Date, in the following order of
      priority:

     


    
      
        
        

      

      
        -145-

        
          

        

      

      
        
        

      

    


    (A) after
      giving effect to principal distributions on such Distribution Date, to the
      Pool
      2 Senior Certificates (other than the Class 2-AX Certificates), in accordance
      with Section 5.02(f)(i), in reduction of their respective Class Principal
      Amounts, until the Class Principal Amount of each such Class has been reduced
      to
      zero; and

     

    (B) to
      the
      Pool 2 Subordinate Certificates, in accordance with the Pool 2 Subordinate
      Priority, until the Class Principal Amount of each such Class has been reduced
      to zero;

     

    (iii) for
      each
      Distribution Date occurring on or after the Pool 2 Stepdown Date and for which
      a
      Pool 2 Trigger Event is not in effect, in the following order of
      priority:

     

    (A) after
      giving effect to principal distributions on such Distribution Date, to the
      Pool
      2 Senior Certificates, in accordance with Section 5.02(f)(i), in reduction
      of
      their respective Class Principal Amounts, until the aggregate Class Principal
      Amount of such Pool 2 Senior Certificates (other than the Class 2-AX
      Certificates), after giving effect to distributions on such Distribution Date,
      equals the Pool 2 Senior Target Amount;

     

    (B) to
      the
      Class 2-M1 Certificates, in reduction of their Class Principal Amount, until
      the
      aggregate Class Principal Amount of the Pool 2 Senior Certificates and the
      Class
      2-M1 Certificates, after giving effect to distributions on such Distribution
      Date, equals the 2-M1 Target Amount;

     

    (C) to
      the
      Class 2-M2 Certificates, in reduction of their Class Principal Amount, until
      the
      aggregate Class Principal Amount of the Pool 2 Senior Certificates and the
      Class
      2-M1 and Class 2-M2 Certificates, after giving effect to distributions on such
      Distribution Date, equals the 2-M2 Target Amount;

     

    (D) to
      the
      Class 2-M3 Certificates, in reduction of their Class Principal Amount, until
      the
      aggregate Class Principal Amount of the Pool 2 Senior Certificates and the
      Class
      2-M1, Class 2-M2 and Class 2-M3 Certificates, after giving effect to
      distributions on such Distribution Date, equals the 2-M3 Target
      Amount;

     

    (E) to
      the
      Class 2-M4 Certificates, in reduction of their Class Principal Amount, until
      the
      aggregate Class Principal Amount of the Pool 2 Senior Certificates and the
      Class
      2-M1, Class 2-M2, Class 2-M3 and Class 2-M4 Certificates, after giving effect
      to
      distributions on such Distribution Date, equals the 2-M4 Target
      Amount;

     


    
      
        
        

      

      
        -146-

        
          

        

      

      
        
        

      

    


    (F) to
      the
      Class 2-M5 Certificates, in reduction of their Class Principal Amount, until
      the
      aggregate Class Principal Amount of the Pool 2 Senior Certificates and the
      Class
      2-M1, Class 2-M2, Class 2-M3, Class 2-M4 and Class 2-M5 Certificates, after
      giving effect to distributions on such Distribution Date, equals the 2-M5 Target
      Amount;

     

    (G) to
      the
      Class 2-M6 Certificates, in reduction of their Class Principal Amount, until
      the
      aggregate Class Principal Amount of the Pool 2 Senior Certificates and the
      Class
      2-M1, Class 2-M2, Class 2-M3, Class 2-M4, Class 2-M5 and Class 2-M6
      Certificates, after giving effect to distributions on such Distribution Date,
      equals the 2-M6 Target Amount;

     

    (H) to
      the
      Class 2-M7 Certificates, in reduction of their Class Principal Amount, until
      the
      aggregate Class Principal Amount of the Pool 2 Senior Certificates and the
      Class
      2-M1, Class 2-M2, Class 2-M3, Class 2-M4, Class 2-M5, Class 2-M6 and Class
      2-M7
      Certificates, after giving effect to distributions on such Distribution Date,
      equals the 2-M7 Target Amount;

     

    (I) to
      the
      Class 2-M8 Certificates, in reduction of their Class Principal Amount, until
      the
      aggregate Class Principal Amount of the Pool 2 Senior Certificates and the
      Class
      2-M1, Class 2-M2, Class 2-M3, Class 2-M4, Class 2-M5, Class 2-M6, Class 2-M7
      and
      Class 2-M8 Certificates, after giving effect to distributions on such
      Distribution Date, equals the 2-M8 Target Amount; and

     

    (iv) to
      the
      Pool 2 Basis Risk Reserve Fund, the amount of any Pool 2 Basis Risk Payment
      and
      then from the Pool 2 Basis Risk Reserve Fund, in the following order of
      priority:

     

    (A) from
      any
      proceeds received under the Pool 2 Interest Rate Cap Agreement, first,
      to the
      Pool 2 Senior Certificates (other than the Class 2-AX Certificates), any Basis
      Risk Shortfalls and Unpaid Basis Risk Shortfalls for each such Class and such
      Distribution Date, pro
      rata
      in
      accordance with such shortfalls, and second, to the 2-C-X Component of the
      Class
      2-X Certificates;

     

    (B) to
      the
      Pool 2 Senior Certificates (other than the Class 2-AX Certificates), the amount
      of any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls to the extent
      not
      paid pursuant to Sections 5.02(i)(iv)(A) or 5.02(k)(v) for each such Class
      and
      such Distribution Date, pro
      rata
      in
      proportion to such shortfalls;

     

    (C) to
      the
      Pool 2 Subordinate Certificates (other than the Class 2-M7 and Class 2-M8
      Certificates), in accordance with the Pool 2 Subordinate Priority, any
      applicable Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls;
      and

     


    
      
        
        

      

      
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    (D) for
      addition to amounts distributable pursuant to Section 5.02(i)(vi), any amounts
      remaining in the Pool 2 Basis Risk Reserve Fund in excess of amounts required
      to
      be on deposit therein after satisfying clauses (A) through (C) above for such
      Distribution Date;

     

    (v) (a)
      first,
      in
      proportion to their respective Deferred Amounts, to the Pool 2 Senior
      Certificates and (b) second,
      to the
      Pool 2 Subordinate Certificates, in accordance with the Pool 2 Subordinate
      Priority, any Deferred Amount for each such Class and such Distribution
      Date;

     

    (vi) to
      the
      Pool 2 Supplemental Interest Trust for distribution pursuant to Sections
      5.02(k)(viii) and 5.02(k)(ix); and

     

    (vii) to
      the
      Residual Certificate, any remaining amount.

     

    (j) Any
      Pool
      3 Monthly Excess Cashflow will, on each Distribution Date, be distributed in
      the
      following order of priority:

     

    (i) to
      the
      Pool 3 Senior Certificates, pro
      rata,
      Current
      Interest and Carryforward Interest for such Classes for such Distribution Date,
      to the extent unpaid, pursuant to 5.02(c)(ii) above, and sequentially to the
      Pool 3 Subordinate Certificates Current Interest and Carryforward Interest
      for
      such Classes for such Distribution Date, to the extent unpaid, pursuant to
      5.02(c)(iii) above;

     

    (ii) for
      each
      Distribution Date occurring (a) before the Pool 3 Stepdown Date or (b) on or
      after the Pool 3 Stepdown Date but for which a Pool 3 Trigger Event is in
      effect, then until the aggregate Certificate Principal Amount of the Pool 3
      Certificates equals the Pool 3 Target Amount for such Distribution Date, in
      the
      following order of priority:

     

    (A) after
      giving effect to principal distributions on such Distribution Date, to the
      Pool
      3 Senior Certificates, in accordance with Section 5.02(g)(i), in reduction
      of
      their respective Class Principal Amounts, until the Class Principal Amount
      of
      each such Class has been reduced to zero; and

     

    (B) to
      the
      Pool 3 Subordinate Certificates, in accordance with the Pool 3 Subordinate
      Priority, until the Class Principal Amount of each such Class has been reduced
      to zero;

     

    (iii) for
      each
      Distribution Date occurring on or after the Pool 3 Stepdown Date and for which
      a
      Pool 3 Trigger Event is not in effect, in the following order of
      priority:

     

    (A) after
      giving effect to principal distributions on such Distribution Date, to the
      Pool
      3 Senior Certificates, in accordance with Section 5.02(g)(i), in reduction
      of
      their respective Class Principal Amounts, until the aggregate Class Principal
      Amount of such Pool 3 Senior Certificates, after giving effect to distributions
      on such Distribution Date, equals the Pool 3 Senior Target Amount;

     


    
      
        
        

      

      
        -148-

        
          

        

      

      
        
        

      

    


    (B) to
      the
      Class 3-M1 Certificates, in reduction of their Class Principal Amount, until
      the
      aggregate Class Principal Amount of the Pool 3 Senior Certificates and the
      Class
      3-M1 Certificates, after giving effect to distributions on such Distribution
      Date, equals the 3-M1 Target Amount;

     

    (C) to
      the
      Class 3-M2 Certificates, in reduction of their Class Principal Amount, until
      the
      aggregate Class Principal Amount of the Pool 3 Senior Certificates and the
      Class
      3-M1 and Class 3-M2 Certificates, after giving effect to distributions on such
      Distribution Date, equals the 3-M2 Target Amount;

     

    (D) to
      the
      Class 3-M3 Certificates, in reduction of their Class Principal Amount, until
      the
      aggregate Class Principal Amount of the Pool 3 Senior Certificates and the
      Class
      3-M1, Class 3-M2 and Class 3-M3 Certificates, after giving effect to
      distributions on such Distribution Date, equals the 3-M3 Target
      Amount;

     

    (E) to
      the
      Class 3-M4 Certificates, in reduction of their Class Principal Amount, until
      the
      aggregate Class Principal Amount of the Pool 3 Senior Certificates and the
      Class
      3-M1, Class 3-M2, Class 3-M3 and Class 3-M4 Certificates, after giving effect
      to
      distributions on such Distribution Date, equals the 3-M4 Target
      Amount;

     

    (F) to
      the
      Class 3-M5 Certificates, in reduction of their Class Principal Amount, until
      the
      aggregate Class Principal Amount of the Pool 3 Senior Certificates and the
      Class
      3-M1, Class 3-M2, Class 3-M3, Class 3-M4 and Class 3-M5 Certificates, after
      giving effect to distributions on such Distribution Date, equals the 3-M5 Target
      Amount;

     

    (G) to
      the
      Class 3-M6 Certificates, in reduction of their Class Principal Amount, until
      the
      aggregate Class Principal Amount of the Pool 3 Senior Certificates and the
      Class
      3-M1, Class 3-M2, Class 3-M3, Class 3-M4, Class 3-M5 and Class 3-M6
      Certificates, after giving effect to distributions on such Distribution Date,
      equals the 3-M6 Target Amount;

     

    (H) to
      the
      Class 3-M7 Certificates, in reduction of their Class Principal Amount, until
      the
      aggregate Class Principal Amount of the Pool 3 Senior Certificates and the
      Class
      3-M1, Class 3-M2, Class 3-M3, Class 3-M4, Class 3-M5, Class 3-M6 and Class
      3-M7
      Certificates, after giving effect to distributions on such Distribution Date,
      equals the 3-M7 Target Amount;

     

    (I) to
      the
      Class 3-M8 Certificates, in reduction of their Class Principal Amount, until
      the
      aggregate Class Principal Amount of the Pool 3 Senior Certificates and the
      Class
      3-M1, Class 3-M2, Class 3-M3, Class 3-M4, Class 3-M5, Class 3-M6, Class 3-M7
      and
      Class 3-M8 Certificates, after giving effect to distributions on such
      Distribution Date, equals the 3-M8 Target Amount; and

     


    
      
        
        

      

      
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    (iv) to
      the
      Pool 3 Basis Risk Reserve Fund, the amount of any Pool 3 Basis Risk Payment
      and
      then from the Pool 3 Basis Risk Reserve Fund, in the following order of
      priority:

     

    (A) from
      any
      proceeds received under the Pool 3 Interest Rate Cap Agreement, first,
      to the
      Pool 3 Senior Certificates, any Basis Risk Shortfalls and Unpaid Basis Risk
      Shortfalls for each such Class and such Distribution Date, pro
      rata
      in
      accordance with such shortfalls, second, to the Pool 3 Subordinate Certificates,
      in accordance with the Pool 3 Subordinate Priority, any applicable Basis Risk
      Shortfalls and Unpaid Basis Risk Shortfalls for each such class and such
      Distribution Date and third, to the 3-C-X Component of the Class 3-X
      Certificates;

     

    (B) to
      the
      Pool 3 Senior Certificates, the amount of any Basis Risk Shortfalls and Unpaid
      Basis Risk Shortfalls to the extent not paid pursuant to Sections
      5.02(j)(iv)(A), 5.02(l)(v)(A) or 5.02(l)(vii) for each such Class and such
      Distribution Date, pro
      rata
      in
      proportion to such shortfalls;

     

    (C) to
      the
      Pool 3 Subordinate Certificates, in accordance with the Pool 3 Subordinate
      Priority, any applicable Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls
      to the extent not paid pursuant to Sections 5.02(j)(iv)(A), 5.02(l)(v)(A) or
      5.02(l)(vii) for each such Class and such Distribution Date; and

     

    (D) for
      addition to amounts distributable pursuant to Section 5.02(j)(vi), any amounts
      remaining in the Pool 3 Basis Risk Reserve Fund in excess of amounts required
      to
      be on deposit therein after satisfying clauses (A) through (C) above for such
      Distribution Date;

     

    (v) (a)
      first,
      in
      proportion to their respective Deferred Amounts, to the Pool 3 Senior
      Certificates and (b) second,
      to the
      Pool 3 Subordinate Certificates, in accordance with the Pool 3 Subordinate
      Priority, any Deferred Amount for each such Class and such Distribution
      Date;

     

    (vi) to
      the
      Pool 3 Supplemental Interest Trust for distribution pursuant to Sections
      5.02(l)(x) and 5.02(l)(xi); and

     

    (vii) to
      the
      Residual Certificate, any remaining amount.

     

    (k) On
      each
      Distribution Date (or, with respect to clauses (i), (ii) and (viii) below,
      on
      the related Swap Payment Date), the Trustee shall distribute the Pool 2
      Supplemental Interest Trust Amount, together with any investment earnings on
      deposit in the Pool 2 Supplemental Interest Trust Account, for such date as
      follows:

     


    
      
        
        

      

      
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    (i) to
      the
      Swap Counterparty, any Pool 2 Net Swap Payment owed to the Swap Counterparty
      pursuant to the Pool 2 Swap Agreement for the related Distribution
      Date;

     

    (ii) to
      the
      Swap Counterparty, any unpaid Pool 2 Swap Termination Payment not due to a
      Swap
      Counterparty Trigger Event owed to the Swap Counterparty pursuant to the Pool
      2
      Swap Agreement;

     

    (iii) to
      the
      Pool 2 Senior Certificates (other than the Class 2-AX Certificates), Current
      Interest and any Carryforward Interest for each such Class for such Distribution
      Date, in the priority described in Section 5.02(c)(ii) and to the extent unpaid
      after the application of Section 5.02(i)(i);

     

    (iv) to
      the
      Pool 2 Senior Certificates (other than the Class 2-AX Certificates), an amount
      equal to the lesser of (A) the remaining amount available for distribution
      and
      (B) the product of (i) the applicable Scheduled Notional Amount, (ii) the
      excess, if any, of (x) the lesser of (1) 1-Month LIBOR and (2) 6.720% over
      (y)
      the applicable Rate of Payment for such Distribution Date and (iii) a fraction,
      the numerator of which is the actual number of days in the related Accrual
      Period and the denominator of which is 360, to pay certain amounts necessary
      to
      maintain the Pool 2 Overcollateralization Target Amount set forth in Sections
      5.02(i)(ii) and 5.02(i)(iii);

     

    (v) to
      the
      Pool 2 Senior Certificates (other than the Class 2-AX Certificates), any Basis
      Risk Shortfalls and Unpaid Basis Risk Shortfalls for each such Class and for
      such Distribution Date, for application pursuant to the priorities set forth
      in
      Sections 5.02(i)(iv)(B) to the extent unpaid pursuant to Section
      5.02(i)(iv)(A);

     

    (vi) in
      proportion to their respective Deferred Amounts, to the Pool 2 Senior
      Certificates (other than the Class 2-AX Certificates), any Deferred Amount
      for
      each such Class and such Distribution Date to the extent unpaid pursuant to
      Section 5.02(i)(v);

     

    (vii) if
      applicable, for application to the purchase of a replacement Pool 2 interest
      rate swap agreement;

     

    (viii) to
      the
      Swap Counterparty, any unpaid Pool 2 Swap Termination Payment triggered by
      a
      Swap Counterparty Trigger Event owed to the Swap Counterparty pursuant to the
      Pool 2 Swap Agreement; and

     

    (ix) to
      the
      2-X Component of the Class 2-X Certificates, the 2-X Component Distributable
      Amount for such Distribution Date and to the 2-S-X Component of the Class 2-X
      Certificates any remaining Pool 2 Supplemental Interest Trust
      Amount.

     

    Notwithstanding
      the foregoing, the sum of the amounts distributed on all Distribution Dates
      pursuant to Sections 5.02(k)(iv) and Section 5.02(k)(vi) shall not exceed the
      aggregate amount of Realized Losses on Pool 2 Mortgage Loans incurred from
      the
      Cut-off Date through the last day of the related Collection Period.

     


    
      
        
        

      

      
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    (l) On
      each
      Distribution Date (or, with respect to clauses (i), (ii) and (x) below, on
      the
      related Swap Payment Date), the Trustee shall distribute the Pool 3 Supplemental
      Interest Trust Amount, together with any investment earnings on deposit in
      the
      Pool 3 Supplemental Interest Trust Account, for such date as
      follows:

     

    (i) to
      the
      Swap Counterparty, any Pool 3 Net Swap Payment owed to the Swap Counterparty
      pursuant to the Pool 3 Swap Agreement for the related Distribution
      Date;

     

    (ii) to
      the
      Swap Counterparty, any unpaid Pool 3 Swap Termination Payment not due to a
      Swap
      Counterparty Trigger Event owed to the Swap Counterparty pursuant to the Pool
      3
      Swap Agreement;

     

    (iii) to
      the
      Pool 3 Senior Certificates, Current Interest and any Carryforward Interest
      for
      each such Class for such Distribution Date, in the priority described in Section
      5.02(d)(ii) and to the extent unpaid after the application of Section
      5.02(j)(i);

     

    (iv) to
      the
      Pool 3 Subordinate Certificates, Current Interest and any Carryforward Interest
      for each such Class for such Distribution Date, in the priority described in
      Section 5.02(d)(iii) and to the extent unpaid after the application of Section
      5.02(j)(i);

     

    (v) to
      pay
      the Pool 3 Available Basis Risk Amount sequentially as follows:

     

    (A) to
      the
      Pool 3 Certificates sequentially as follows:

     

    (1) to
      the
      Pool 3 Senior Certificates, any Basis Risk Shortfalls and Unpaid Basis Risk
      Shortfalls for each such Class and such Distribution Date, pro
      rata
      in
      accordance with such shortfalls to the extent unpaid pursuant to Section
      5.02(j)(iv)(A);

     

    (2) to
      the
      Pool 3 Subordinate Certificates, in accordance with the Pool 3 Subordinate
      Priority, any applicable Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls
      for each such class and such Distribution Date to the extent unpaid pursuant
      to
      Section 5.02(j)(iv)(A); and

     

    (B) if
      applicable, for application to the purchase of a replacement Pool 3 interest
      rate swap agreement; and

     

    (C) to
      the
      3-S-X Component of the Class 3-X Certificates, any remaining
      amounts.

     

    (vi) to
      the
      Pool 3 Certificates, any amount necessary to maintain the Pool 3 Targeted
      Overcollateralization Amount for such Distribution Date, for application
      pursuant to the priorities set forth in Sections 5.02(j)(ii) and 5.02(j)(iii),
      after giving effect to distributions pursuant to such sections;

     


    
      
        
        

      

      
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    (vii) to
      the
      Pool 3 Certificates, any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls
      for each such Class and for such Distribution Date, for application pursuant
      to
      the priorities set forth in Sections 5.02(j)(iv)(A) through (C) to the extent
      unpaid pursuant to Section 5.02(l)(v)(A);

     

    (viii) (a)
      first, in proportion to their respective Deferred Amounts, to the Pool 3 Senior
      Certificates and (b) second, to the Pool 3 Subordinate Certificates in
      accordance with the Pool 3 Subordinate Priority, any Deferred Amount for each
      such Class and such Distribution Date to the extent unpaid pursuant to Section
      5.02(j)(v);

     

    (ix) if
      applicable, for application to the purchase of a replacement Pool 3 interest
      rate swap agreement;

     

    (x) to
      the
      Swap Counterparty, any unpaid Pool 3 Swap Termination Payment triggered by
      a
      Swap Counterparty Trigger Event owed to the Swap Counterparty pursuant to the
      Pool 3 Swap Agreement; and

     

    (xi) to
      the
      3-X Component of the Class 3-X Certificates, the 3-X Component Distributable
      Amount for such Distribution Date and to the 3-S-X Component of the Class 3-X
      Certificates any remaining Pool 3 Supplemental Interest Trust
      Amount.

     

    Notwithstanding
      the foregoing, the sum of the amounts distributed on all Distribution Dates
      pursuant to Sections 5.02(l)(vi) and Section 5.02(l)(viii) shall not exceed
      the
      aggregate amount of Realized Losses on Pool 3 Mortgage Loans incurred from
      the
      Cut-off Date through the last day of the related Collection Period.

     

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

     

    (2) On
      each
      Distribution Date on or prior to the Class 1-X Termination Date, the Trustee
      shall withdraw amounts on deposit in the Class 1-X Account and distribute such
      amounts to the Class 1-X Certificates, an amount equal to the excess, if any,
      of
      the sum of Realized Losses attributable to the Class C Mortgage Loans over
      the
      sum of all amounts distributed pursuant to this Section 5.02(m)(2) on prior
      Distribution Dates to the Class 1-X Certificates.

     

    (n)
      (1) On
      each
      Distribution Date on and prior to the 2-X Component Account Termination Date,
      the Trustee shall withdraw the Class 2-C Distributable Amount for such
      Distribution Date from the 2-X Component Account, pursuant to Section 5.12
      herein, and shall distribute such amount to the Class 2-C
      Certificates.

     


    
      
        
        

      

      
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    (2) On
      each
      Distribution Date on or prior to the 2-X Component Termination Date, the Trustee
      shall withdraw amounts on deposit in the 2-X Component Account and distribute
      such amounts to the Class 2-X Certificates, an amount equal to the excess,
      if
      any, of the sum of Realized Losses attributable to the Class C Mortgage Loans
      over the sum of all amounts distributed pursuant to this Section 5.02(n)(2)
      on
      prior Distribution Dates to the 2-X Component of the Class 2-X
      Certificates.

     

    (o)
      (1) On
      each
      Distribution Date on and prior to the 3-X Component Account Termination Date,
      the Trustee shall withdraw the Class 3-C Distributable Amount for such
      Distribution Date from the 3-X Component Account, pursuant to Section 5.12
      herein, and shall distribute such amount to the Class 3-C
      Certificates.

     

    (2) On
      each
      Distribution Date on or prior to the 3-X Component Termination Date, the Trustee
      shall withdraw amounts on deposit in the 3-X Component Account and distribute
      such amounts to the Class 3-X Certificates, an amount equal to the excess,
      if
      any, of the sum of Realized Losses attributable to the Class C Mortgage Loans
      over the sum of all amounts distributed pursuant to this Section 5.02(o)(2)
      on
      prior Distribution Dates to the 3-X Component of the Class 3-X
      Certificates.

     

    (p) On
      each
      Distribution Date, the Trustee (or Paying Agent, as applicable) shall distribute
      to the Holders of the Class 1-AP Certificates any Prepayment Premiums paid
      by
      borrowers upon voluntary full or partial prepayment of the Pool 1 Mortgage
      Loans, shall distribute to the Holders of the Class 2-AP Certificates any
      Prepayment Premiums paid by borrowers upon voluntary full or partial prepayment
      of the Pool 2 Mortgage Loans and shall distribute to the Holders of the Class
      3-AP Certificates any Prepayment Premiums paid by borrowers upon voluntary
      full
      or partial prepayment of the Pool 3 Mortgage Loans.

     

    (q) On
      the
      Closing Date, the Trustee shall establish and maintain in its name, in trust
      for
      the benefit of the holders of the Pool 2 Certificates, a Pool 2 Interest Rate
      Cap Account and for the benefit of the holders of the Pool 3 Certificates,
      a
      Pool 3 Interest Rate Cap Account. The Trustee shall deposit all amounts received
      on the Pool 2 Interest Rate Cap Agreement and the Pool 3 Interest Rate Cap
      Agreement into the Pool 2 Interest Rate Cap Account and the Pool 3 Interest
      Rate
      Cap Account, respectively. The Pool 2 Interest Rate Cap Account and the Pool
      3
      Interest Rate Cap Account shall be Eligible Accounts, 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. On each Distribution Date, the Trustee shall
      distribute the amounts in the Pool 2 Interest Rate Cap Account and the Pool
      3
      Interest Rate Cap Account pursuant to Sections 5.02(i)(iv) and 5.02(j)(iv)
      respectively, hereof.

     

    (r) The
      Depositor shall cause the Trustee to enter into the Deferred Interest Cap
      Agreements. The Trustee’s rights to receive certain proceeds of each Deferred
      Interest Cap Agreement as provided in each Deferred Interest Cap Agreement
      shall
      be rights of the Trustee under this Agreement, shall be an asset of the Class
      1-A1 Grantor Trust, Class 1-A2 Grantor Trust, Class 1-A3A Grantor Trust or
      Class
      1-A3B Grantor Trust, as applicable, and shall not be an asset of the Trust
      Fund
      nor of any REMIC. The Trustee shall deposit any amounts received from time
      to
      time from the Deferred Interest Cap Provider with respect to each Deferred
      Interest Cap Agreement into the applicable Deferred Interest Cap
      Account.

     


    
      
        
        

      

      
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    Funds
      in
      the Interest Rate Cap Account and Deferred Interest Cap Accounts shall remain
      uninvested. For federal income tax purposes, each Class of Grantor Trust
      Certificates shall each evidence a beneficial interest in the Deferred Interest
      Cap Agreement related to such Class and the Deferred Interest Cap Account
      related to such Deferred Interest Cap Agreement. For federal income tax
      purposes, (i) each Underlying Interest, (ii) the related Deferred Interest
      Cap
      Agreement and (iii) the related Deferred Interest Cap Account shall be treated
      as comprising a “grantor trust” within the meaning of the Grantor Trust
      Provisions for the benefit of the holders of the related Grantor Trust
      Certificates.

     

    (s) On
      each
      Distribution Date, the Trustee, as holder of the Underlying Interests, shall
      deposit all distributions received on those Underlying Interests for that
      Distribution Date into the related Deferred Interest Cap Account. On each
      Distribution Date, the Trustee will withdraw the Grantor Trust Available Funds
      for each Grantor Trust established pursuant to Section 5.02(r) and such amounts
      will be distributed in the following priority:

     

    (i) to
      the
      Deferred Interest Cap Provider, interest, if any, on the Cap Deferred Interest
      Amount due to the Deferred Interest Cap Provider from the applicable Grantor
      Trust Available Funds;

     

    (ii) to
      the
      related Grantor Trust Certificates, the Current Interest and any Carryforward
      Interest for such Distribution Date;

     

    (iii) to
      the
      Deferred Interest Cap Provider, the Cap Deferred Interest Amount for such
      Distribution Date from the applicable Grantor Trust Available
      Funds;

     

    (iv) to
      the
      related Grantor Trust Certificates, any principal distributions received from
      the Class 1-A1 Underlying Interest (in the case of the Class 1-A1 Certificates),
      Class 1-A2 Underlying Interest (in the case of the Class 1-A2 Certificates),
      Class 1-A3A Underlying Interest (in the case of the Class 1-A3A Certificates)
      and Class 1-A3B Underlying Interest (in the case of the Class 1-A3B
      Certificates), in reduction of the Class Principal Amount of such Grantor Trust
      Certificates, until the Class Principal Amount thereof has been reduced to
      zero;
      and

     

    (v) to
      the
      Deferred Interest Cap Provider, any termination payments (as set forth in the
      related Deferred Interest Cap Agreement) from the applicable Grantor Trust
      Available Funds.

     

    (t) Any
      Net
      Negative Amortization on the Pool 1 Mortgage Loans will be allocated to the
      Pool
      1 Certificates (other than the Class 1-AX Certificates), pro
      rata
      according to the Class Principal Amount of each such Class of Certificates
      in
      reduction of the amount of interest otherwise distributable to such Classes
      of
      Certificates; provided, however, that to the extent the amount of Net Negative
      Amortization otherwise allocable to such Certificates exceeds the amount of
      Current Interest accrued on such Certificates, then such excess Net Negative
      Amortization shall be allocated to the Class 1-X Certificates to the extent
      payments would otherwise be made to the Class 1-X Certificates in respect of
      the
      Uncertificated Class 1-X Interest, and then, if necessary, among the Pool 1
      Certificates in proportion to, and up to, the amount of any remaining interest
      otherwise distributable on each Class of Pool 1 Certificates.

     


    
      
        
        

      

      
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    Any
      Net
      Negative Amortization on the Pool 2 Mortgage Loans will be allocated to the
      Pool
      2 Certificates (other than the Class 2-AX, Class 2-M7 and Class 2-M8
      Certificates), pro
      rata
      according to the Class Principal Amount of each such Class of Certificates
      in
      reduction of the amount of interest otherwise distributable to such Classes
      of
      Certificates; provided, however, that to the extent the amount of Net Negative
      Amortization otherwise allocable to such Certificates exceeds the amount of
      Current Interest accrued on such Certificates, then such excess Net Negative
      Amortization shall be allocated to the Class 2-X Certificates to the extent
      payments would otherwise be made to the Class 2-X Certificates in respect of
      the
      Uncertificated Class 2-X Interest, and then, if necessary, among the Pool 2
      Certificates (other than the Class 2-M7 and Class 2-M8 Certificates) in
      proportion to, and up to, the amount of any remaining interest otherwise
      distributable on each Class of Pool 2 Certificates.

     

    Any
      Net
      Negative Amortization on the Pool 3 Mortgage Loans will be allocated to the
      Pool
      3 Certificates, pro rata according to the Class Principal Amount of each such
      Class of Certificates in reduction of the amount of interest otherwise
      distributable to such Classes of Certificates; provided, however, that to the
      extent the amount of Net Negative Amortization otherwise allocable to such
      Certificates exceeds the amount of Current Interest accrued on such
      Certificates, then such excess Net Negative Amortization shall be allocated
      to
      the Class 3-X Certificates to the extent payments would otherwise be made to
      the
      Class 3-X Certificates in respect of the Uncertificated Class 3-X Interest,
      and
      then, if necessary, among the Pool 3 Certificates in proportion to, and up
      to,
      the amount of any remaining interest otherwise distributable on each Class
      of
      Pool 3 Certificates.

     

    The
      amount of the reduction of Current Interest distributable to each Class of
      Certificates attributable to Net Negative Amortization will be added to the
      Class Principal Amount of that Class (other than any Notional Certificates
      and
      other than the Grantor Trust Certificates, unless the related Deferred Interest
      Cap Agreement has been terminated or there has been a default in payment under
      the related Deferred Interest Cap Agreement). 

     

    (u) On
      each
      Distribution Date, an amount equal to the aggregate of the FPD Premiums and
      the EPD Premiums with respect to Mortgage Loans in Pool 1 collected during
      the preceding Prepayment Period shall be distributed to the 1-X Component of
      the
      Class 1-X Certificates.

     

    Section
      5.03. Allocation
      of Losses.

     

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

     

    (i) to
      the
      Class 1-M9 Certificates, until the Class Principal Amount of such Class has
      been
      reduced to zero;

     

    (ii) to
      the
      Class 1-M8 Certificates, until the Class Principal Amount of such Class has
      been
      reduced to zero;

     


    
      
        
        

      

      
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    (iii) to
      the
      Class 1-M7 Certificates, until the Class Principal Amount of such Class has
      been
      reduced to zero;

     

    (iv) to
      the
      Class 1-M6 Certificates, until the Class Principal Amount of such Class has
      been
      reduced to zero;

     

    (v) to
      the
      Class 1-M5 Certificates, until the Class Principal Amount of such Class has
      been
      reduced to zero;

     

    (vi) to
      the
      Class 1-M4 Certificates, until the Class Principal Amount of such Class has
      been
      reduced to zero;

     

    (vii) to
      the
      Class 1-M3 Certificates, until the Class Principal Amount of such Class has
      been
      reduced to zero;

     

    (viii) to
      the
      Class 1-M2 Certificates, until the Class Principal Amount of such Class has
      been
      reduced to zero;

     

    (ix) to
      the
      Class 1-M1 Certificates, until the Class Principal Amount of such Class has
      been
      reduced to zero; and

     

    (x) concurrently
      (i) to the Class 1-A1 Underlying Interest, (ii) to the Class 1-A2 Underlying
      Interest and (iii) sequentially,
      first,
      to the Class 1-A3B Underlying Interest and second, to the Class 1-A3A Underlying
      Interest, in that order, in each case until the Class Principal Amount of each
      such class has been reduced to zero. Realized losses allocated to the Class
      1-A1
      Underlying Interest, Class 1-A2 Underlying Interest, Class 1-A3A Underlying
      Interest and Class 1-A3B Underlying Interest will be allocated to the Class
      1-A1, Class 1-A2, Class 1-A3A and Class 1-A3B Certificates,
      respectively.

     

    (b) On
      each
      Distribution Date, the aggregate Class Principal Amount of the Certificates
      shall be reduced by the amount of any Pool 2 Applied Loss Amount for such date,
      in the following order of priority:

     

    (i) to
      the
      Class 2-M8 Certificates, until the Class Principal Amount of such Class has
      been
      reduced to zero;

     

    (ii) to
      the
      Class 2-M7 Certificates, until the Class Principal Amount of such Class has
      been
      reduced to zero;

     

    (iii) to
      the
      Class 2-M6 Certificates, until the Class Principal Amount of such Class has
      been
      reduced to zero;

     

    (iv) to
      the
      Class 2-M5 Certificates, until the Class Principal Amount of such Class has
      been
      reduced to zero;

     

    (v) to
      the
      Class 2-M4 Certificates, until the Class Principal Amount of such Class has
      been
      reduced to zero;

     


    
      
        
        

      

      
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    (vi) to
      the
      Class 2-M3 Certificates, until the Class Principal Amount of such Class has
      been
      reduced to zero;

     

    (vii) to
      the
      Class 2-M2 Certificates, until the Class Principal Amount of such Class has
      been
      reduced to zero;

     

    (viii) to
      the
      Class 2-M1 Certificates, until the Class Principal Amount of such Class has
      been
      reduced to zero; and

     

    (ix) sequentially,
      first,
      to the Class 2-A3 Certificates until their Class Principal Amount has been
      reduced to zero, second, to the Class 2-A2 Certificates until their Class
      Principal Amount has been reduced to zero, and third, to the Class 2-A1
      Certificates until their Class Principal Amount has been reduced to zero, in
      that order. 

     

    (c) On
      each
      Distribution Date, the aggregate Class Principal Amount of the Certificates
      shall be reduced by the amount of any Pool 3 Applied Loss Amount for such date,
      in the following order of priority:

     

    (i) to
      the
      Class 3-M8 Certificates, until the Class Principal Amount of such Class has
      been
      reduced to zero;

     

    (ii) to
      the
      Class 3-M7 Certificates, until the Class Principal Amount of such Class has
      been
      reduced to zero;

     

    (iii) to
      the
      Class 3-M6 Certificates, until the Class Principal Amount of such Class has
      been
      reduced to zero;

     

    (iv) to
      the
      Class 3-M5 Certificates, until the Class Principal Amount of such Class has
      been
      reduced to zero;

     

    (v) to
      the
      Class 3-M4 Certificates, until the Class Principal Amount of such Class has
      been
      reduced to zero;

     

    (vi) to
      the
      Class 3-M3 Certificates, until the Class Principal Amount of such Class has
      been
      reduced to zero;

     

    (vii) to
      the
      Class 3-M2 Certificates, until the Class Principal Amount of such Class has
      been
      reduced to zero;

     

    (viii) to
      the
      Class 3-M1 Certificates, until the Class Principal Amount of such Class has
      been
      reduced to zero; and

     

    (ix) sequentially,
      first,
      to the Class 3-A3 Certificates until their Class Principal Amount has been
      reduced to zero, second, to the Class 3-A2 Certificates until their Class
      Principal Amount has been reduced to zero, and third, to the Class 3-A1
      Certificates until their Class Principal Amount has been reduced to zero, in
      that order. 

     

     


    
      
        
        

      

      
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    Section
      5.04. Advances
      by Master Servicer, Aurora 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 (or the Master
      Servicer, with regard to the Mortgage Loans serviced by GreenPoint) determines
      that any Scheduled Payments due during the related Collection Period (other
      than
      Balloon Payments) and relating to any of the Mortgage Loans have not been
      received, such Servicer (or the Master Servicer, with regard to the Mortgage
      Loans serviced by GreenPoint) shall advance such amount to the extent provided
      in the related Servicing Agreement. If the applicable Servicer fails to remit
      Advances required to be made under the related Servicing Agreement, the Master
      Servicer shall itself make, or shall cause the successor Servicer to make,
      such
      Advance; provided, however, that required Advances remitted by the applicable
      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 Deposit Date immediately following such
      Determination Date either (i) remit to the Trustee from its own funds (or funds
      advanced by the applicable Servicer) for deposit in the Certificate Account
      immediately available funds in an amount equal to such Advance, (ii) cause
      to be
      made an appropriate entry in the records of the Collection Account that funds
      in
      such account being held for future distribution or withdrawal have been, as
      permitted by this Section 5.04, used by the Master Servicer to make such
      Advance, and remit such immediately available funds to the Trustee for deposit
      in the Certificate Account or (iii) make Advances in the form of any combination
      of clauses (i) and (ii) aggregating the amount of such Advance. Any funds being
      held in the Collection Account for future distribution to Certificateholders
      and
      so used shall be replaced by the Master Servicer from its own funds by
      remittance to the Trustee for deposit in the Certificate Account on or before
      any future Deposit Date to the extent that funds in the Certificate Account
      on
      such Deposit Date shall be less than payments to Certificateholders required
      to
      be made on the related Distribution Date. The Master Servicer and the Servicers
      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) 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
      Deposit Date, the Trustee, solely in its capacity as successor master servicer
      pursuant to Section 6.14, shall, on or before the related Distribution Date,
      deposit in the Certificate Account an amount equal to the excess of (a) Advances
      required to be made by the Master Servicer or any Servicer that would have
      been
      deposited in such Certificate Account over (b) the amount of any Advance made
      by
      the Master Servicer or such Servicer with respect to such Distribution Date;
      provided, however, that the Trustee shall be required to make such Advance
      only
      if it is not prohibited by law from doing so and it has determined that such
      Advance would be recoverable from amounts to be received with respect to such
      Mortgage Loan, including late payments, Liquidation Proceeds, Insurance
      Proceeds, or otherwise. The Trustee shall be entitled to be reimbursed from
      the
      Certificate Account for Advances made by it pursuant to this Section 5.04 as
      if
      it were the Master Servicer.

     

     


    
      
        
        

      

      
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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 (other than GreenPoint). Any Compensating
      Interest Payments made by the Servicers shall be a component of the Interest
      Remittance Amount.

     

    Section
      5.06. Pool
      1
      Basis Risk Reserve Fund, Pool 2 Basis Risk Reserve Fund and Pool 3 Basis Risk
      Reserve Fund.

     

    (a) On
      the
      Closing Date, the Trustee shall establish and maintain in its name, in trust
      (i)
      for the benefit of the holders of the Pool 1 Certificates, a Pool 1 Basis Risk
      Reserve Fund, (ii) for the benefit of the holders of the Pool 2 Certificates,
      a
      Pool 2 Basis Risk Reserve Fund and (iii) for the benefit of the holders of
      the
      Pool 3 Certificates, a Pool 3 Basis Risk Reserve Fund. The Pool 1 Basis Risk
      Reserve Fund, Pool 2 Basis Risk Reserve Fund and Pool 3 Basis Risk Reserve
      Fund
      shall each be an Eligible Account, and funds on deposit therein shall be held
      separate and apart from, and shall not be commingled with, any other moneys,
      including, without limitation, other moneys of the Trustee held pursuant to
      this
      Agreement.

     

    (b) [Reserved]

     

    (c) Funds
      in
      the Pool 1 Basis Risk Reserve Fund, Pool 2 Basis Risk Reserve Fund and Pool
      3
      Basis Risk Reserve Fund shall be invested in Eligible Investments. The Class
      1-X
      Certificates shall evidence ownership of the Pool 1 Basis Risk Reserve Fund,
      the
      Class 2-X Certificates shall evidence ownership of the Pool 2 Basis Risk Reserve
      Fund and the Class 3-X Certificates shall evidence ownership of the Pool 3
      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 the
      investment of funds on deposit in the Pool 1 Basis Risk Reserve Fund, Pool
      2
      Basis Risk Reserve Fund or Pool 3 Basis Risk Reserve Fund, such funds shall
      remain uninvested.

     

    Section
      5.07. Supplemental
      Interest Trusts.

     

    (a) Two
      separate trusts are hereby established (the “Pool 2 Supplemental Interest Trust”
and the “Pool 3 Supplemental Interest Trust”), the corpus of which shall be held
      by the Trustee, in trust, for the benefit of the holders of the Certificates
      and
      the Swap Counterparty. The Trustee, as trustee of each Supplemental Interest
      Trust, shall establish two accounts (the “Pool 2 Supplemental Interest Trust
      Account” and the “Pool 3 Supplemental Interest Trust Account”). The Supplemental
      Interest Trust Accounts shall be Eligible Accounts, 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.

     


    
      
        
        

      

      
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    (b) The
      Trustee shall deposit into the Pool 2 Supplemental Interest Trust Account any
      Pool 2 Net Swap Payment required pursuant to Sections 5.02(c) and 5.02(f),
      any
      Pool 2 Swap Termination Payment required pursuant to Sections 5.02(c) and
      5.02(f), any amounts received from the Swap Counterparty under the Pool 2 Swap
      Agreement and any amounts required pursuant to Section 5.02(i)(vi), and shall
      distribute from the Supplemental Interest Trust Account any Pool 2 Net Swap
      Payment required pursuant to Section 5.02(k)(i) or Pool 2 Swap Termination
      Payment required pursuant to Sections 5.02(k)(ii) and 5.02(k)(viii). The Trustee
      shall deposit into the Pool 3 Supplemental Interest Trust Account any Pool
      3 Net
      Swap Payment required pursuant to Sections 5.02(d) and 5.02(g), any Pool 3
      Swap
      Termination Payment required pursuant to Sections 5.02(d) and 5.02(g), any
      amounts received from the Swap Counterparty under the Pool 3 Swap Agreement
      and
      any amounts required pursuant to Section 5.02(j)(vi), and shall distribute
      from
      the Supplemental Interest Trust Account any Pool 3 Net Swap Payment required
      pursuant to Section 5.02(l)(i) or Pool 3 Swap Termination Payment required
      pursuant to Sections 5.02(l)(ii) and 5.02(l)(x).

     

    (c) Funds
      in
      the Pool 2 Supplemental Interest Trust Account shall be invested in Eligible
      Investments. Any earnings on such amounts shall be distributed on each
      Distribution Date pursuant to Section 5.02(k). The 2-S-X Component of the Class
      2-X Certificates shall evidence ownership of the Pool 2 Supplemental Interest
      Trust Account for federal income tax purposes and the Holder thereof shall
      direct the Trustee, in writing, as to investment of amounts on deposit therein.
      The Class 2-X Certificateholders shall be liable for any losses incurred on
      such
      investments. In the absence of written instructions from the Class 2-X
      Certificateholders as to investment of funds on deposit in the Pool 2
      Supplemental Interest Trust Account, such funds shall be invested in the First
      American Government Obligations Fund or comparable investment vehicle. Any
      amounts on deposit in the Pool 2 Supplemental Interest Trust Account in excess
      of the Pool 2 Supplemental Interest Trust Amount on any Distribution Date shall
      be held for distribution pursuant to Section 5.02(k) on the following
      Distribution Date. Funds in the Pool 3 Supplemental Interest Trust Account
      shall
      be invested in Eligible Investments. Any earnings on such amounts shall be
      distributed on each Distribution Date pursuant to Section 5.02(l). The 3-S-X
      Component of the Class 3-X Certificates shall evidence ownership of the Pool
      3
      Supplemental Interest Trust Account for federal income tax purposes and the
      Holder thereof shall direct the Trustee, in writing, as to investment of amounts
      on deposit therein. The Class 3-X Certificateholders shall be liable for any
      losses incurred on such investments. In the absence of written instructions
      from
      the Class 3-X Certificateholders as to investment of funds on deposit in the
      Pool 3 Supplemental Interest Trust Account, such funds shall be invested in
      the
      First American Government Obligations Fund or comparable investment vehicle.
      Any
      amounts on deposit in the Pool 3 Supplemental Interest Trust Account in excess
      of the Pool 3 Supplemental Interest Trust Amount on any Distribution Date shall
      be held for distribution pursuant to Section 5.02(l) on the following
      Distribution Date.

     

    (d) Upon
      termination of the Trust Fund, any amounts remaining in the Supplemental
      Interest Trust Accounts shall be distributed pursuant to the priorities set
      forth in Sections 5.02(k) and 5.02(l), as applicable.

     

    (e) [Reserved]

     


    
      
        
        

      

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

     

    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 related 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(c), 5.02(d), 5.02(f) and 5.02(g),
      and
      any Swap Termination Payment required pursuant to Sections 5.02(c), 5.02(d),
      5.02(f) and 5.02(g), into the Supplemental Interest Trust Accounts, (B) to
      deposit any amounts required pursuant to Section 5.07(b) into the Supplemental
      Interest Trust Accounts, (C) to pay any Net Swap Payment required pursuant
      to
      Section 5.02(k)(i) or 5.02(l)(i) or Swap Termination Payment required pursuant
      to Sections 5.02(k)(ii), 5.02(k)(viii), 5.02(l)(ii) and 5.02(l)(x) to the Swap
      Counterparty and (D) to establish and maintain the Supplemental Interest Trust
      Accounts, 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.

     

    Section
      5.09. Termination
      Receipts.

     

    In
      the
      event of an “Early Termination Event” as defined under the applicable Swap
      Agreement, (i) any Swap Termination Payment made by the Swap Counterparty to
      the
      related Supplemental Interest Trust and paid pursuant to Sections 5.02(k)(vii)
      and 5.02(l)(ix) (“Termination Receipts”) will be deposited in a segregated
      non-interest bearing account which shall be an Eligible Account established
      by
      the Trustee (the “Termination Receipts Account”) and (ii) any amounts received
      from a replacement Swap Counterparty (“Replacement Receipts”) will be deposited
      in a segregated non-interest bearing account which shall be an Eligible Account
      established by the Trustee (the “Replacement Receipts Account”). The Trustee
      shall invest, or cause to be invested, funds held in the Termination Receipts
      Account and the Replacement Receipts Account in time deposits of the Trustee
      as
      permitted by clause (ii) of the definition of Eligible Investments or as
      otherwise directed in writing by a majority of the Certificateholders. All
      such
      investments must be payable on demand or mature on a Swap Payment Date or such
      other date as directed by the Certificateholders. All such Eligible Investments
      will be made in the name of the Trustee of the Supplemental Interest Trusts
      (in
      its capacity as such) or its nominee. All income and gain realized from any
      such
      investment shall be deposited in the Termination Receipts Account or the
      Replacement Receipts Account, as applicable, and all losses, if any, shall
      be
      borne by the related account.

     

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

     


    
      
        
        

      

      
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    Amounts
      on deposit in the Replacement Receipts Account shall be held for the benefit
      of
      the related Swap Counterparty and paid to such Swap Counterparty if the related
      Supplemental Interest Trust is required to make a payment to such Swap
      Counterparty following an event of default or termination event with respect
      to
      such 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 2-S-X Component of the Class 2-X Certificates or
      3-S-X
      Component of the Class 3-X Certificates, as applicable. Neither the Termination
      Receipts Account nor the Replacement Receipts Account shall be the asset of
      any
      REMIC.

     

    Section
      5.10. Collateral
      Account.

     

    In
      the
      event that the Swap Counterparty is required to post collateral pursuant to
      a
      downgrade event under either Swap Agreement, the Trustee, on behalf of the
      Trust
      Fund, is hereby authorized to establish on the Closing Date, a Collateral
      Account for the deposit of such monies. Funds in the Collateral Account shall
      not be commingled with any other monies and shall not be invested. Funds in
      the
      Collateral Account will be administered pursuant to the Credit Support Annex
      of
      the related Swap Agreement. The Collateral Account shall not be an asset of
      any
      REMIC. 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 related Swap Agreement, amounts necessary to
      cover
      such shortfall shall be removed from the Collateral Account and distributed
      as
      all or a portion of such Net Swap Payment or Swap Termination Payment pursuant
      to Section 5.02.

     

    Section
      5.11. Class
      1-AP, Class 2-AP and Class 3-AP Reserve Funds.

     

    (a) The
      Trustee shall establish and maintain three segregated trust accounts that are
      Eligible Accounts, which shall be titled “Class 1-AP Reserve Fund, U.S. Bank
      National Association, as trustee, in trust for the registered holders of Lehman
      XS Trust Mortgage Pass-Through Certificates, Series 2007-12N” (the “Class 1-AP
      Reserve Fund”), “Class 2-AP Reserve Fund, U.S. Bank National Association, as
      trustee, in trust for the registered holders of Lehman XS Trust Mortgage
      Pass-Through Certificates, Series 2007-12N” (the “Class 2-AP Reserve Fund”) and
“Class 3-AP Reserve Fund, U.S. Bank National Association, as trustee, in trust
      for the registered holders of Lehman XS Trust Mortgage Pass-Through
      Certificates, Series 2007-12N” (the “Class 3-AP Reserve Fund”). The Trustee
      shall credit each of the Class 1-AP Reserve Fund, Class 2-AP Reserve Fund and
      the Class 3-AP Reserve Fund with $100 remitted for such purpose on the Closing
      Date to the Trustee by LBH. Funds deposited in the Class 1-AP Reserve Fund,
      the
      Class 2-AP Reserve Fund and the Class 3-AP Reserve Fund shall be held in trust
      by the Trustee on behalf of the Certificateholders until distributed pursuant
      to
      Section 5.11(c). 

     

    (b) Funds
      in
      each of the Class 1-AP Reserve Fund, the Class 2-AP Reserve Fund and the Class
      3-AP Reserve Fund shall remain uninvested.

     


    
      
        
        

      

      
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    (c) Holder
      thereof shall direct the Trustee, in writing, as to investment of amounts on
      deposit therein. On the Distribution Date in August 2010, the Trustee shall
      distribute $100 from the Class 1-AP Reserve Fund to the Holders of the Class
      1-AP Certificates. On the Distribution Date in August 2010, the Trustee shall
      distribute $100 from the Class 2-AP Reserve Fund to the Holders of the Class
      2-AP Certificates. On the Distribution Date in July 2010, the Trustee shall
      distribute $100 from the Class 3-AP Reserve Fund to the Holders of the Class
      3-AP Certificates.

     

    (d) None
      of
      the assets of the Class P Reserve Funds shall be an asset of any of the
      REMICs.

     

    Section
      5.12. Class
      1-X Account, 2-X Component Account and 3-X Component Account.

     

    (a) On
      the
      Closing Date, the Trustee shall establish and maintain in its name, in trust
      for
      the benefit of the holders of the Class 1-X, Class 2-X and Class 3-X
      Certificates, the Class 1-X Account, the 2-X Component Account and the 3-X
      Component Account, respectively. No later than the first date on which any
      NIM
      Securities are issued, the Depositor may deposit a dollar amount into the Class
      1-X Account, the 2-X Component Account and the 3-X Component Account. The Class
      1-X Account, the 2-X Component Account and the 3-X Component Account shall
      be
      Eligible Accounts, and funds on deposit therein shall be held separate and
      apart
      from, and shall not be commingled with, any other moneys, including, without
      limitation, other moneys of the Trustee held pursuant to this
      Agreement.

     

    (b) Funds
      in
      the Class 1-X Account, the 2-X Component Account and the 3-X Component Account
      may be invested in Eligible Investments having fixed maturities described in
      clauses (i), (iv), (v) or (vii) of the definition thereof by the Trustee at
      the
      direction of the holders of the Class 1-C, Class 2-C and Class 3-C Certificates,
      respectively, maturing on or prior to the next succeeding Distribution Date.
      No
      Eligible Investments shall be acquired or disposed of for the primary purpose
      of
      recognizing gains or decreasing losses from market value changes. Any funds
      held
      in the Class 1-X Account, the 2-X Component Account and the 3-X Component
      Account that are not invested shall be held in cash. In the absence of such
      written direction, all funds in the Class 1-X Account, the 2-X Component Account
      and the 3-X Component Account shall remain uninvested. Any investment earnings
      on such amounts in the Class 1-X Account, the 2-X Component Account and the
      3-X
      Component Account shall be payable to the holders of the Class 1-C, Class 2-C
      and Class 3-C Certificates, respectively. The Trustee shall account for each
      of
      the Class 1-X Account, the 2-X Component Account and the 3-X Component Account
      as an outside reserve fund within the meaning of Treasury regulation 1.860G-2(h)
      and not an asset of any REMIC created pursuant to this Agreement. The Class
      1-C,
      Class 2-C and Class 3-C Certificates shall evidence ownership of the Class
      1-X
      Account, the 2-X Component Account and the 3-X Component Account, respectively,
      for federal tax purposes and the Holders thereof shall direct the Trustee in
      writing as to the investment of amounts therein. The Trustee shall have no
      liability for losses on investments in Eligible Investments made pursuant to
      this Section 5.12(b) (other than as obligor on any such investments). Upon
      termination of the Class 1-X Account, the 2-X Component Account and the 3-X
      Component Account, any amounts remaining in the Class 1-X Account, the 2-X
      Component Account and the 3-X Component Account shall be distributed to the
      Holders of the Class 1-C, Class 2-C and Class 3-C Certificates, respectively,
      in
      the same manner as if distributed pursuant to Sections 5.02(m)(1), 5.02(n)(1)
      and 5.02(o)(1) hereof.

     


    
      
        
        

      

      
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    (c) On
      each
      Distribution Date on or prior to the Class 1-X Termination Date, Class 2-X
      Termination Date and Class 3-X Termination Date, amounts on deposit in the
      Class
      1-X Account, the 2-X Component Account and the 3-X Component Account will be
      withdrawn and applied to make payments on the Class 1-X, Class 2-X, Class 3-X,
      Class 1-C, Class 2-C and Class 3-C Certificates, as provided in Sections
      5.02(m), 5.02(n) and 5.02(o)
      of this
      Agreement. Any amounts that the Trustee is not required to distribute from
      the
      in the Class 1-X Account, the 2-X Component Account and the 3-X Component
      Account pursuant to Sections 5.02(m), 5.02(n) and 5.02(o) of this Agreement
      shall remain on deposit in the Class 1-X Account, the 2-X Component Account
      and
      the 3-X Component Account.

     

    (d) The
      Class
      1-X Account, the 2-X Component Account and the 2-X Component Account shall
      terminate on the earlier of (i) the Class 1-X Account Termination Date, the
      2-X
      Component Account Termination Date and the 3-X Component Account Termination
      Date, respectively, or (ii) the Distribution Date on which the amount on deposit
      in the Class 1-X Account, 2-X Component Account or 3-X Component Account,
      respectively, is reduced to zero.

     

    ARTICLE
      VI.

     

    CONCERNING
      THE TRUSTEE; EVENTS OF DEFAULT

     

    Section
      6.01. Duties
      of Trustee.

     

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

     

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

     


    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

     


    
      
        
        

      

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

     

    (g) The
      Trustee shall not be held liable by reason of any insufficiency in any account
      (including without limitation the Collection Account and the Certificate
      Account) held by or on behalf of the Trustee resulting from any investment
      loss
      on any Eligible Investment included therein (except to the extent that the
      Trustee is the obligor and has defaulted thereon).

     

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

     

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

     

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

     

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

     

    (l) For
      so
      long as the Depositor is subject to Exchange Act reporting requirements for
      the
      Lehman XS Trust Mortgage Pass-Through Certificates, Series 2007-12N transaction,
      the Trustee shall give prior written notice to the Sponsor, the Master Servicer
      and the Depositor of the appointment of any Subcontractor by it and a written
      description (in form and substance satisfactory to the Sponsor and the
      Depositor) of the role and function of each Subcontractor utilized by the
      Trustee, specifying (A) the identity of each such Subcontractor and (B) which
      elements of the servicing criteria set forth under Item 1122(d) of Regulation
      AB
      will be addressed in assessments of compliance provided by each such
      Subcontractor.

     


    
      
        
        

      

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

     

    Section
      6.02. Certain
      Matters Affecting the Trustee.

     

    Except
      as
      otherwise provided in Section 6.01:

     

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

     

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

     

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

     

    (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; 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;

     


    
      
        
        

      

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

     

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

     

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

     

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

     

    Section
      6.03. Trustee
      Not Liable for Certificates.

     

    The
      Trustee makes no representations as to the validity or sufficiency of this
      Agreement, the Swap Agreements, the Interest Rate Cap Agreements, the Deferred
      Interest Cap Agreements or of the Certificates (other than the certificate
      of
      authentication on the Certificates) 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, the Swap Agreements,
      the Interest Rate Cap Agreements, the Deferred Interest Cap Agreements or the
      validity, priority, perfection or sufficiency of the security for the
      Certificates issued or intended to be issued hereunder. Except as otherwise
      provided herein, the Trustee shall 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.

     

     


    
      
        
        

      

      
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    Section
      6.04. Trustee
      May Own Certificates.

     

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

     

    Section
      6.05. Eligibility
      Requirements for Trustee.

     

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

     

    Section
      6.06. Resignation
      and Removal of Trustee.

     

    (a) The
      Trustee may at any time resign and be discharged from the trust hereby created
      by giving written notice thereof to the Depositor, any NIMS Insurer, the Swap
      Counterparty 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 and any NIMS Insurer. If no
      successor trustee shall have been so appointed and shall have accepted
      appointment within 30 days after the giving of such notice of resignation,
      the
      resigning Trustee may petition any court of competent jurisdiction for the
      appointment of a successor trustee.

     

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

     


    
      
        
        

      

      
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    (c) The
      Holders of more than 50% of the Class Principal Amount (or 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 each of the Depositor, the Trustee, the Swap Counterparty, the
      Master Servicer and any NIMS Insurer; and the Depositor shall thereupon appoint
      a successor trustee in accordance with this Section mutually acceptable to
      the
      Depositor, the Master Servicer and any NIMS Insurer.

     

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

     

    Section
      6.07. Successor
      Trustee.

     

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

     


    
      
        
        

      

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

     

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

     

    Section
      6.08. Merger
      or Consolidation of Trustee.

     

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

     

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

     

    (a) Notwithstanding
      any other provisions hereof, at any time, the Trustee, the Depositor or the
      Certificateholders evidencing more than 50% of the Class Principal Amount (or
      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 to make Advances pursuant to Section
      5.04 and 6.14 shall not be affected or assigned by the appointment of a
      co-trustee. Prior to the appointment hereunder of any co-trustee, separate
      trustee, or custodian pursuant to this Section 6.09, such Person shall enter
      into an agreement, in form and substance satisfactory to the Depositor, the
      Master Servicer and the Trustee, relating to the satisfaction of such Person
      of
      its reporting obligations under Regulation AB with respect to the Trust Fund.
      The Trustee shall not be responsible for any action or omission of any separate
      trustee, co-trustee or custodian. Notwithstanding the foregoing, if such
      co-custodian or co-trustee is determined to be a Servicing Function Participant,
      no such co-custodian or co-trustee shall be vested with any powers, rights
      and
      remedies under this Agreement unless such party has agreed to comply with all
      Regulation AB requirements set forth under this Agreement or the 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 requested
      by
      the Trustee to be so appointed (which compensation shall not reduce any
      compensation payable to the Trustee) and, if paid by the Trustee, shall be
      a
      reimbursable expense pursuant to Section 6.12.

     

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

     


    
      
        
        

      

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

     

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

     

    Section
      6.11. Indemnification
      of Trustee.

     

    The
      Trustee and its respective directors, officers, employees and agents shall
      be
      entitled to indemnification from the Trust Fund for any loss, liability or
      expense incurred in connection with any legal proceeding or incurred without
      negligence or willful misconduct on their part (it being understood that the
      negligence or willful misconduct of any Custodian shall not constitute
      negligence or willful misconduct on the part of the Trustee or its directors,
      officers, employees or agents for such purpose), arising out of, or in
      connection with, the acceptance or administration of the trusts created
      hereunder or in connection with the performance of their duties hereunder,
      the
      Mortgage Loan Sale Agreement, the Interest Rate Cap Agreements, Deferred
      Interest Cap Agreements, the Swap Agreements, 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 and the Holders written notice thereof promptly after the
      Trustee shall have knowledge thereof; provided that failure to so notify shall
      not relieve the Trust Fund of the obligation to indemnify the Trustee; however,
      any reasonable delay by the Trustee to provide written notice to the Depositor,
      the Master Servicer and the Holders promptly after the Trustee shall have
      obtained knowledge of a claim shall not relieve the Trust Fund of the obligation
      to indemnify the Trustee under this Section 6.11;

     


    
      
        
        

      

      
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    (ii) while
      maintaining control over its own defense, the Trustee shall cooperate and
      consult fully with the Depositor 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, which consent shall not be unreasonably
      withheld.

     

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

     

    Section
      6.12. Fees
      and Expenses of Trustee and Custodian.

     

    The
      Trustee shall be entitled to (i) receive, and is authorized to pay itself,
      the
      amount of income or gain earned from investment of 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 Custodian shall receive
      compensation and reimbursement or payment of its expenses under the Custodial
      Agreement as provided therein; provided that, to the extent required under
      Section 6 or Section 20 of the Custodial Agreement, the Trustee is hereby
      authorized to pay such compensation or reimbursement from amounts on deposit
      in
      the Certificate Account prior to any distributions to Certificateholders
      pursuant to Section 5.02 hereof.

     

    Section
      6.13. Collection
      of Monies.

     

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

     

    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”:

     


    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

     

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

     


    
      
        
        

      

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

     

    (ix) The
      Master Servicer has notice or actual knowledge that a 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 Servicing Agreement and replaced such Servicer with a Fannie Mae-
      or
      Freddie Mac-approved servicer within 60 days of the date the Master Servicer
      receives such notice or acquires such actual knowledge; or

     

    (x) After
      any
      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 Deposit Date, which failure continues unremedied
      for a period of one Business Day after the date upon which such written notice
      of such failure shall have been given to the Master Servicer by the
      Trustee.

     

    If
      an
      Event of Default described in clauses (i) through (ix) of this Section 6.14
      shall occur, then, in each and every case, subject to applicable law, so long
      as
      any such Event of Default shall not have been remedied within any period of
      time
      prescribed by this Section, the Trustee, by notice in writing to the Master
      Servicer may, and shall, if so directed by Certificateholders evidencing not
      less than 25% of the Class Principal Amount (or Class Notional Amount or
      Percentage Interest) of each Class of Certificates affected thereby or any
      NIMS
      Insurer, terminate all of the rights and obligations of the Master Servicer
      hereunder and in and to the Mortgage Loans and the proceeds thereof. If an
      Event
      of Default described in clause (x) of this Section 6.14 shall occur, then,
      in
      each and every case, subject to applicable law, so long as such Event of Default
      shall not have been remedied within the time period prescribed by clause (x)
      of
      this Section 6.14, the Trustee, by notice in writing to the Master Servicer
      and
      the NIMS Insurer, shall promptly terminate all the rights and obligations of
      the
      Master Servicer hereunder and in and to the Mortgage Loans and the proceeds
      thereof. On or after the receipt by the Master Servicer of such written notice,
      all authority and power of the Master Servicer, and only in its capacity as
      Master Servicer under this Agreement, whether with respect to the Mortgage
      Loans
      or otherwise, shall pass to and be vested in the Trustee and pursuant to and
      under the terms of this Agreement; provided, however, the parties acknowledge
      that notwithstanding the preceding sentence, there may be a transition period,
      not to exceed 90 days, in order to effect the transfer of the Master Servicer’s
      obligations to the Trustee, the Trustee is hereby authorized and empowered
      to
      execute and deliver, on behalf of the defaulting Master Servicer as
      attorney-in-fact or otherwise, any and all documents and other instruments,
      and
      to do or accomplish all other acts or things necessary or appropriate to effect
      the purposes of such notice of termination, whether to complete the transfer
      and
      endorsement or assignment of the Mortgage Loans and related documents or
      otherwise. The defaulting Master Servicer agrees to cooperate with the Trustee
      in effecting the termination of the defaulting Master Servicer’s
      responsibilities and rights hereunder as Master Servicer including, without
      limitation, notifying the Servicers of the assignment of the master servicing
      function and providing the Trustee or its designee all documents and records
      in
      electronic or other form reasonably requested by it to enable the Trustee or
      its
      designee to assume the defaulting Master Servicer’s functions hereunder and the
      transfer to the Trustee for administration by it of all amounts which shall
      at
      the time be or should have been deposited by the defaulting Master Servicer
      in
      the Collection Account maintained by such defaulting Master Servicer and any
      other account or fund maintained with respect to the Certificates or thereafter
      received with respect to the Mortgage Loans. The Master Servicer being
      terminated (or the Trust Fund, if the Master Servicer is unable to fulfill
      its
      obligations hereunder) as a result of an Event of Default shall bear all costs
      of a master servicing transfer, including but not limited to those of the
      Trustee reasonably allocable to specific employees and overhead, legal fees
      and
      expenses, accounting and financial consulting fees and expenses, and costs
      of
      amending the Agreement, if necessary.

     


    
      
        
        

      

      
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    The
      Trustee shall be entitled to be reimbursed from the Master Servicer (or by
      the
      Trust Fund, if the Master Servicer is unable to fulfill its obligations
      hereunder) for all costs associated with the transfer of master servicing from
      the predecessor Master Servicer, including, without limitation, any costs or
      expenses associated with the complete transfer of all master servicing data
      and
      the completion, correction or manipulation of such servicing data as may be
      required by the Trustee to correct any errors or insufficiencies in the master
      servicing data or otherwise to enable the Trustee to master service the Mortgage
      Loans properly and effectively. If the terminated Master Servicer does not
      pay
      such reimbursement within thirty (30) days of its receipt of an invoice
      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.

     

    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(a)(i), (ii), (iii), (v), (vii), (ix) and (x) to the extent
      such
      reimbursement relates to the period prior to such Master Servicer’s
      termination.

     

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

     

    (b) On
      or
      after the time the Master Servicer (and the Trustee, if notice is sent by any
      NIMS Insurer) receives a notice of termination from the Trustee pursuant to
      Section 6.14(a) or the Trustee receives the resignation of the Master Servicer
      evidenced by an Opinion of Counsel pursuant to Section 9.28, the Trustee, within
      90 days of such notice unless another master servicer acceptable to the NIMS
      Insurer shall have been appointed, shall be the successor in all respects to
      the
      Master Servicer in its capacity as such under this Agreement and the
      transactions set forth or provided for herein and shall have all the rights
      and
      powers and be subject to all the responsibilities, duties and liabilities
      relating thereto and arising thereafter placed on the Master Servicer hereunder,
      including the obligation to make Advances; provided, however, that any failure
      to perform such duties or responsibilities caused by the Master Servicer’s
      failure to provide information required by this Agreement shall not be
      considered a default by the Trustee hereunder. In addition, the Trustee shall
      have no responsibility for any act or omission of the Master Servicer prior
      to
      the issuance of any notice of termination. The Trustee shall have no liability
      relating to the representations and warranties of the Master Servicer set forth
      in Section 9.14. In the Trustee’s capacity as such successor, the Trustee shall
      have the same limitations on liability herein granted to the Master Servicer.
      As
      compensation therefor, the Trustee shall be entitled to receive all compensation
      payable to the Master Servicer under this Agreement, including the Master
      Servicing Fee and the General Servicing Fee (subject to reduction for the
      Servicing Fee of GreenPoint). The Trustee shall be entitled to be reimbursed
      from the Master Servicer (or by the Trust Fund if the Master Servicer is unable
      to fulfill its obligations hereunder) for all costs associated with the transfer
      of master servicing from the predecessor master servicer, including, without
      limitation, any costs or expenses associated with the complete transfer of
      all
      master servicing data and the completion, correction or manipulation of such
      master servicing data as may be required by the Trustee to correct any errors
      or
      insufficiencies in the master servicing data or otherwise to enable the Trustee
      to master service the Mortgage Loans properly and effectively.

     


    
      
        
        

      

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

     

     


    
      
        
        

      

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

     

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

     

    Section
      6.16. Waiver
      of Defaults.

     

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

     

    Section
      6.17. Notification
      to Holders.

     

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

     

     


    
      
        
        

      

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

     

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

     

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

     

    In
      the
      event that a Responsible Officer of the Trustee shall have actual knowledge
      of
      any action or inaction of the Master Servicer that would become an Event of
      Default upon the Master Servicer’s failure to remedy the same after notice, the
      Trustee shall give notice thereof to the Master Servicer 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 or the Certificateholders.

     

    Section
      6.20. Preparation
      of Tax Returns and Other Reports.

     

    (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 arising out of or based upon
      any
      error in any of such tax or information returns arising out of or based upon
      errors in the information provided by such Master Servicer.

     


    
      
        
        

      

      
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    (b) The
      Trustee shall prepare and file with the 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 and the
      Depositor. The Trustee will file an IRS Form 8811 for all REMICs created
      hereunder. The Trustee shall have no obligation to verify the information in
      any
      Form 8811 or Form SS-4 filing.

     

    (c) Reports
      Filed on Form 10-D.

     

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

     

    (ii) As
      set
      forth on Exhibit Q-1 hereto, within five calendar days after the related
      Distribution Date, (A) certain parties to the Lehman XS Trust Mortgage
      Pass-Through Certificates, Series 2007-12N transaction, as identified in Exhibit
      Q-1, shall provide to the Trustee, to the extent known by a Responsible Officer
      thereof, in EDGAR-compatible form (which may be Word or Excel documents easily
      convertible to EDGAR format), or in such other form as otherwise agreed upon
      by
      the Trustee and such party, the form and substance of any Additional Form 10-D
      Disclosure, if applicable, and included with such Additional Form 10-D
      Disclosure, an Additional Disclosure Notification in the form attached hereto
      as
      Exhibit Q-4, (B) the Trustee shall forward to the Depositor, the form and
      substance of the Additional Form 10-D Disclosure, and (C) the Depositor will
      approve, as to form and substance, or disapprove, as the case may be, the
      inclusion of the Additional Form 10-D Disclosure on Form 10-D. The Sponsor
      will
      be responsible for any reasonable fees and expenses assessed or incurred by
      the
      Trustee in connection with including any Additional Form 10-D Disclosure on
      Form
      10-D pursuant to this paragraph.

     


    
      
        
        

      

      
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    (iii) After
      preparing the Form 10-D, the Trustee shall forward electronically a draft copy
      of the Form 10-D to the Exchange Act Signing Party for review and approval.
      If
      the Master Servicer is the Exchange Act Signing Party and the Form 10-D includes
      Additional Form 10-D Disclosure, then the Form 10-D shall also be electronically
      distributed to the Depositor for review and approval. No later than two Business
      Days prior to the 15th calendar day after the related Distribution Date, a
      senior 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 (f)(ii) of this
      Section 6.20. Promptly (but no later than one Business Day) after the deadline
      for filing such report with the Commission, the Trustee will make available
      on
      its internet website a final executed copy of each Form 10-D. Each party to
      this
      Agreement acknowledges that the performance by the Trustee of its duties under
      this Section 6.20(c) 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(c). The Trustee shall
      have no liability for any loss, expense, damage, claim arising out of or with
      respect to any failure to properly prepare and/or timely file such Form 10-D,
      where such failure results from the Trustee’s inability or failure to obtain or
      receive, on a timely basis, any information from any other party hereto needed
      to prepare, arrange for execution or file such Form 10-D, not resulting from
      its
      own negligence, bad faith or willful misconduct.

     

    (d) Reports
      Filed on Form 10-K.

     

    (i) Unless
      and until a Form 15 suspension notice shall have been filed, on or prior to
      the
      90th calendar 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, the Trustee shall prepare and
      file
      on behalf of the Trust Fund a Form 10-K, in form and substance as required
      by
      the Exchange Act. To facilitate the Trustee’s preparation of the Form 10-K, the
      Depositor shall provide to the Trustee, no later than 30 days prior to the
      10-K
      Filing Deadline, a template of the Form 10-K in an Edgar-compatible format.
      Each
      such Form 10-K shall include the following items, in each case to the extent
      they have been delivered to the Trustee within the applicable time frames set
      forth in this Agreement and in the Servicing Agreement and the Custodial
      Agreement, (A) an annual compliance statement for the Servicer, each Additional
      Servicer and the Master Servicer, as described under Section 9.26 hereof and
      in
      the Servicing Agreement, (B)(I) the annual reports on assessment of compliance
      with servicing criteria for the Servicer, the Custodian, each Additional
      Servicer, the Master Servicer, any Servicing Function Participant, the Paying
      Agent (if other than the Trustee) and the Trustee (each, a “Reporting
      Servicer”), as described under Section 9.25(a) hereof and in the Servicing
      Agreement and Custodial Agreement, and (II) if any Reporting Servicer’s report
      on assessment of compliance with servicing criteria described under Section
      9.25(a) hereof or in the Servicing Agreement or Custodial Agreement identifies
      any material instance of noncompliance, disclosure identifying such instance
      of
      noncompliance, or if any Reporting Servicer’s report on assessment of compliance
      with servicing criteria described under Section 9.25(a) hereof or in the
      Servicing Agreement or Custodial Agreement is not included as an exhibit to
      such
      Form 10-K, disclosure that such report is not included and an explanation why
      such report is not included, (C)(I) the registered public accounting firm
      attestation report for each Reporting Servicer, as described under Section
      9.25(b) hereof and in the Servicing Agreement and Custodial Agreement and (II)
      if any registered public accounting firm attestation report described under
      Section 9.25(b) hereof or in the Servicing Agreement or Custodial Agreement
      identifies any material instance of noncompliance, disclosure identifying such
      instance of noncompliance, or if any such registered public accounting firm
      attestation report is not included as an exhibit to such Form 10-K, disclosure
      that such report is not included and an explanation why such report is not
      included, and (D) a Sarbanes-Oxley Certification. Any disclosure or information
      in addition to (A) through (D) above that is required to be included on Form
      10-K (“Additional Form 10-K Disclosure”) shall be determined and prepared by and
      at the direction of the Depositor pursuant to the following paragraph and the
      Trustee will have no duty or liability for any failure hereunder to determine
      or
      prepare any Additional Form 10-K Disclosure, except as set forth in the next
      paragraph.

     


    
      
        
        

      

      
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    (ii) As
      set
      forth on Exhibit Q-2 hereto, no later than March 15 of each year that the Trust
      Fund is subject to the Exchange Act reporting requirements, commencing in 2008,
      (A) certain parties to the Lehman XS Trust Mortgage Pass-Through Certificates,
      Series 2007-12N transaction, as identified in Exhibit Q-2, shall provide to
      the
      Trustee, to the extent known by a Responsible Officer thereof, in
      EDGAR-compatible form (which may be Word or Excel documents easily convertible
      to EDGAR format), or in such other form as otherwise agreed upon by the Trustee
      and such party, the form and substance of any Additional Form 10-K Disclosure,
      if applicable, and include with such Additional Form 10-K Disclosure, an
      Additional Disclosure Notification in the form attached hereto as Exhibit Q-4,
      (B) the Trustee shall forward to the Depositor, the form and substance of the
      Additional Form 10-K Disclosure, and (C) the Depositor will approve, as to
      form
      and substance, or disapprove, as the case may be, the inclusion of the
      Additional Form 10-K Disclosure on Form 10-K. The Trustee has no duty under
      this
      Agreement to monitor or enforce the performance by the parties listed on Exhibit
      Q-2 of their duties under this paragraph or proactively solicit or procure
      from
      such parties any Form 10-K Disclosure Information. The Sponsor will be
      responsible for any reasonable fees and expenses assessed or incurred by the
      Trustee in connection with including any Additional Form 10-K Disclosure on
      Form
      10-K pursuant to this paragraph.

     

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

     


    
      
        
        

      

      
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    (iv) Each
      Form
      10-K shall include the Sarbanes-Oxley Certification. The Trustee (including
      in
      its capacity as Paying Agent, if applicable), the Paying Agent (if other than
      the Trustee) and, if the Depositor is the Exchange Act Signing Party, the Master
      Servicer, shall, and the Trustee (including in its capacity as Paying Agent,
      if
      applicable), the Paying Agent (if other than the Trustee) and the Master
      Servicer (if applicable) shall cause any Servicing Function Participant engaged
      by it to, provide to the Person who signs the Sarbanes-Oxley Certification
      (the
“Certifying Person”), by March 15 of each year in which the Trust Fund is
      subject to the reporting requirements of the Exchange Act (each, a “Back-Up
      Certification”), in the form attached hereto as Exhibit T (or, in the case of
      (x) the Paying Agent (if other than the Trustee), such other form as agreed
      to
      between the Paying Agent and the Exchange Act Signing Party, and (y) the
      Trustee, the form attached hereto as Exhibit U), upon which the Certifying
      Person, the entity for which the Certifying Person acts as an officer, and
      such
      entity’s officers, directors and Affiliates (collectively with the Certifying
      Person, “Certification Parties”) can reasonably rely. The senior officer of the
      Exchange Act Signing Party shall serve as the Certifying Person on behalf of
      the
      Trust Fund. In the event the Master Servicer, the Trustee, the Paying Agent
      or
      any Servicing Function Participant engaged by such parties is terminated or
      resigns pursuant to the terms of this Agreement, such party or Servicing
      Function Participant shall provide a Back-Up Certification to the Certifying
      Person pursuant to this Section 6.20(d)(iv) with respect to the period of time
      it was subject to this Agreement.

     

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

     


    
      
        
        

      

      
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    (e) Reports
      Filed on Form 8-K.

     

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

     

    (ii) As
      set
      forth on Exhibit Q-3 hereto, for so long as the Trust Fund is subject to the
      Exchange Act reporting requirements, no later than Noon New York City time
      on
      the 2nd Business Day after the occurrence of a Reportable Event (A) certain
      parties to the Lehman XS Trust Mortgage Pass-Through Certificates, Series
      2007-12N transaction, as identified in Exhibit Q-3, shall provide to the
      Trustee, to the extent known by a Responsible Officer thereof, in
      EDGAR-compatible form (which may be Word or Excel documents easily convertible
      to EDGAR format), or in such other form as otherwise agreed upon by the Trustee
      and such party, the form and substance of any Form 8-K Disclosure Information,
      if applicable, and include with such Form 8-K Disclosure Information, an
      Additional Disclosure Notification in the form attached hereto as Exhibit Q-4,
      (B) the Trustee shall forward to the Depositor, the form and substance of the
      Form 8-K Disclosure Information, and (C) the Depositor will approve, as to
      form
      and substance, or disapprove, as the case may be, the inclusion of the Form
      8-K
      Disclosure Information. The Trustee has no duty under this Agreement to monitor
      or enforce the performance by the parties listed on Exhibit Q-3 of their duties
      under this paragraph or proactively solicit or procure from such parties any
      Form 8-K Disclosure Information. The Sponsor will be responsible for any
      reasonable fees and expenses assessed or incurred by the Trustee in connection
      with including any Form 8-K Disclosure Information on Form 8-K pursuant to
      this
      paragraph.

     

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

     


    
      
        
        

      

      
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    (f) Delisting;
      Amendments; Late Filings.

     

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

     

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

     

    (g) 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.

     


    
      
        
        

      

      
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    (h) 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.

     

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

     

    Section
      6.21. Reporting
      Requirements of the Commission.

     

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

     

    Section
      6.22. Indemnification
      by the Trustee.

     

    The
      Trustee (including in its capacity as Paying Agent) agrees to indemnify the
      Depositor and the Master Servicer, and each of their respective directors,
      officers, employees and agents and the Trust Fund and hold each of them harmless
      from and against any losses, damages, penalties, fines, forfeitures, legal
      fees
      and expenses and related costs, judgments, and any other costs, fees and
      expenses that any of them may sustain arising out of or based upon the
      engagement of any Subcontractor in violation of Section 6.01(l) or any failure
      by the Trustee to deliver when and as required the information pursuant to
      Section 6.01(m), the disclosure applicable to the Trustee pursuant to Sections
      6.20(c)(ii), 6.20(d)(ii) and 6.20(e)(ii), the certification applicable to the
      Trustee pursuant to Section 6.20(d)(iv) or any assessment of compliance pursuant
      to Section 9.25(a). This indemnification shall survive the termination of this
      Agreement or the termination of the Trustee hereunder.

     

     


    
      
        
        

      

      
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    ARTICLE
      VII.

     

    PURCHASE
      OF MORTGAGE LOANS AND

    TERMINATION
      OF THE TRUST FUND

     

    Section
      7.01. Purchase
      of Mortgage Loans; Termination of the Trust Fund Upon Purchase or Liquidation
      of
      Mortgage Loans.

     

    (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) shall terminate on the earliest
      of (i) the final payment or other liquidation of the last Mortgage Loan
      remaining in the Trust Fund and the disposition of all REO Property, (ii) the
      sale of the property held by the Trust Fund in accordance with Section 7.01(b)
      and (iii) the Latest Possible Maturity Date; provided, however, that in no
      event
      shall the Trust Fund created hereby continue beyond the expiration of 21 years
      from the death of the last survivor of the descendants of Joseph P. Kennedy,
      the
      late Ambassador of the United States to the Court of St. James’s, living on the
      date hereof. Any termination of the Trust Fund shall be carried out in such
      a
      manner so that the termination of each REMIC included therein shall qualify
      as a
“qualified liquidation” under the REMIC Provisions.

     
      

    (b) (i) For
      Pool
      1, on any Distribution Date occurring on or after the Pool 1 Initial Optional
      Termination Date, the Master Servicer, with the prior written consent of any
      NIMS Insurer and the Seller, which consent shall not be unreasonably withheld,
      has the option to cause each of REMIC 1-AX, REMIC I-1 and REMIC I-2 to adopt
      a
      plan of complete liquidation and to purchase the Pool 1 Mortgage Loans and
      any
      REO Property related to Pool 1 (the “Pool 1 Assets”) for a price equal to the
      Pool 1 Repurchase Price, pursuant to Section 7.03 hereof. Upon exercise of
      such
      option, the Pool 1 Assets shall be sold to the Master Servicer at a price (the
      “Pool 1 Repurchase Price”) equal to the sum of (i) 100% of the unpaid principal
      balance of each Mortgage Loan in Pool 1 on the day of such purchase plus
      interest accrued thereon at the Mortgage Rate with respect to such Mortgage
      Loan
      to the Due Date in the Collection Period immediately preceding the Distribution
      Date on which the proceeds of such sale will be distributed to the holders
      of
      the Pool 1 Certificates, (ii) the fair market value of any REO 

     

    


    
      
        
          
          

        

        
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    Property
      related to the Pool 1 Mortgage Loans and any other property related to the
      Pool
      1 Mortgage Loans 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), (iii) any
      unreimbursed Servicing Advances and other amounts to be reimbursed pursuant
      to
      the immediately following sentence related to the Pool 1 Mortgage Loans and
      (iv)
      any Cap Termination Payment related to any of the Pool 1 Certificates payable
      to
      the Deferred Interest Cap Provider as a result of a termination pursuant to
      this
      Section 7.01; provided, however, if there are any NIM Securities outstanding,
      the Master Servicer may only exercise its option after receiving the prior
      written consent of the holders of such NIM Securities and, if such consent
      is
      given, the Pool 1 Repurchase Price shall also include an amount equal to the
      sum
      of (1) any accrued interest on the NIM Securities related to the Pool 1 Mortgage
      Loans, (2) the unpaid principal balance of any such NIM Securities and (3)
      any
      other reimbursable expenses owed by the issuer of the NIM Securities (the “NIM
      Redemption Amount”); and provided, further, that if any Cap Termination Payment
      is payable to the Cap Counterparty, the Master Servicer may only exercise its
      option if the Cap Counterparty does not object thereto in writing in a timely
      manner. The Master Servicer, the Servicer, the Trustee and the Custodian shall
      be reimbursed from the Repurchase Pool 1 Repurchase Price for any Mortgage
      Loan
      in Pool 1 or related REO Property for any Advances made or other amounts
      advanced with respect to the Mortgage Loans in Pool 1 that are reimbursable
      to
      any such entity under this Agreement, the related Servicing Agreement or the
      Custodial Agreement, together with any accrued and unpaid compensation and
      any
      other amounts due to the Master Servicer or the Trustee hereunder or the
      applicable Servicer or the Custodian, to the extent such amounts relate to
      the
      Mortgage Loans in Pool 1. If the Master Servicer fails to exercise such right,
      the NIMS Insurer will have the option to direct the Master Servicer to exercise
      such option so long as it is insuring the NIM Securities or it is owed any
      amounts in connection with its guaranty of the NIM Securities. Following receipt
      of such notice from the NIMS Insurer, the Master Servicer shall advise the
      NIMS
      Insurer whether it will exercise the option under this Section 7.01(b) for
      its
      own account and using its own funds, or whether it will exercise such option
      in
      its own name but for the NIMS Insurer’s account and utilizing the NIMS Insurer’s
      funds. If the Master Servicer exercises such option for the NIMS Insurer’s
      account, the NIMS Insurer will remit the Pool 1 Repurchase Price to the Master
      Servicer one Business Day prior to the day the Master Servicer is required
      to
      remit the Pool 1 Repurchase Price to the Trustee. Following its receipt from
      the
      NIMS Insurer of the entire Pool 1 Repurchase Price and its subsequent remittance
      to the Trustee of the entire Pool 1 Repurchase Price, the Master Servicer will
      convey to the NIMS Insurer all of the rights it receives from the Trustee with
      respect to the related Mortgage Loans as a result of such remittance. Subject
      to
      Section 7.03, the Trustee shall distribute the assets of the Trust Fund related
      to Pool 1 on the Distribution Date on which the repurchase occurred. If the
      NIMS
      Insurer directs the Master Servicer to exercise such right as described above,
      then (i) the Master Servicer shall cause each related REMIC to adopt a plan
      of
      complete liquidation as described above and (ii) the NIMS Insurer shall remit
      the Pool 1 Repurchase Price in immediately available funds to the Master
      Servicer at least three Business Days prior to the applicable Distribution
      Date
      and, upon receipt of such funds from the NIMS Insurer, the Master Servicer
      shall
      promptly deposit such funds in the Collection Account. The 

     

    


    
      
        
          
          

        

        
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    NIMS
      Insurer shall be obligated to reimburse the Master Servicer and the Trustee
      for
      their reasonable out-of-pocket expenses incurred in connection with the purchase
      of the Pool 1 Mortgage Loans and REO Property related to Pool 1 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 arising out of or based upon the Master Servicer’s or Trustee’s purchase
      of the Pool 1 Assets at the direction of the NIMS Insurer 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.

     

    (ii) For
      Pool
      2, on any Distribution Date occurring on or after the Pool 2 Initial Optional
      Termination Date, the Master Servicer, with the prior written consent of any
      NIMS Insurer and the Seller, which consent shall not be unreasonably withheld,
      has the option to cause each of the SWAP II REMIC, REMIC II-1, REMIC II-2 and
      REMIC II-3 to adopt a plan of complete liquidation and to purchase the Pool
      2
      Mortgage Loans and any REO Property related to Pool 2 (the “Pool 2 Assets”) for
      a price equal to the Pool 2 Repurchase Price, pursuant to Section 7.03 hereof.
      Upon exercise of such option, the Pool 2 Assets shall be sold to the Master
      Servicer at a price (the “Pool 2 Repurchase Price”) equal to the sum of (i) 100%
      of the unpaid principal balance of each Mortgage Loan in Pool 2 on the day
      of
      such purchase plus interest accrued thereon at the Mortgage Rate with respect
      to
      such Mortgage Loan to the Due Date in the Collection Period immediately
      preceding the Distribution Date on which the proceeds of such sale will be
      distributed to the holders of the Pool 2 Certificates, (ii) the fair market
      value of any REO Property related to the Mortgage Loans in Pool 2 and any other
      property related to the Mortgage Loans in Pool 2 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),
      (iii)
      any unreimbursed Servicing Advances and other amounts to be reimbursed pursuant
      to the immediately following sentence related to the Mortgage Loans in Pool
      2
      and (iv) any Pool 2 Swap Termination Payment payable to the Swap Counterparty
      as
      a result of a termination pursuant to this Section 7.01; provided, however,
      if
      there are any NIM Securities outstanding, the Master Servicer may only exercise
      its option after receiving the prior written consent of the holders of such
      NIM
      Securities and, if such consent is given, the Pool 2 Repurchase Price shall
      also
      include an amount equal to the sum of (1) any accrued interest on the NIM
      Securities related to the Pool 2 Mortgage Loans, (2) the unpaid principal
      balance of any such NIM Securities and (3) any other reimbursable expenses
      owed
      by the issuer of the NIM Securities (the “NIM Redemption Amount”); and provided,
      further, that if any Cap Termination Payment is payable to the Cap Counterparty,
      the Master Servicer may only exercise its option if the Cap Counterparty does
      not object thereto in writing in a timely manner. The Master Servicer, the
      Servicer, the Trustee and the Custodian shall be reimbursed from the Repurchase
      Pool 2 Repurchase Price for any Mortgage Loan in Pool 2 or related REO Property
      for any Advances made or other amounts advanced with respect to the Mortgage
      Loans in Pool 2 that are reimbursable to any such entity under this Agreement,
      the related 

     

    


    
      
        
          
          

        

        
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    Servicing
      Agreement or the Custodial Agreement, together with any accrued and unpaid
      compensation and any other amounts due to the Master Servicer or the Trustee
      hereunder or the applicable Servicer or the Custodian, to the extent such
      amounts relate to the Mortgage Loans in Pool 2. If the Master Servicer fails
      to
      exercise such right, the NIMS Insurer will have the option to direct the Master
      Servicer to exercise such option so long as it is insuring the NIM Securities
      or
      it is owed any amounts in connection with its guaranty of the NIM Securities.
      Following receipt of such notice from the NIMS Insurer, the Master Servicer
      shall advise the NIMS Insurer whether it will exercise the option under this
      Section 7.01(b) for its own account and using its own funds, or whether it
      will
      exercise such option in its own name but for the NIMS Insurer’s account and
      utilizing the NIMS Insurer’s funds. If the Master Servicer exercises such option
      for the NIMS Insurer’s account, the NIMS Insurer will remit the Pool 2
      Repurchase Price to the Master Servicer one Business Day prior to the day the
      Master Servicer is required to remit the Pool 2 Repurchase Price to the Trustee.
      Following its receipt from the NIMS Insurer of the entire Pool 2 Repurchase
      Price and its subsequent remittance to the Trustee of the entire Pool 2
      Repurchase Price, the Master Servicer will convey to the NIMS Insurer all of
      the
      rights it receives from the Trustee with respect to the related Mortgage Loans
      as a result of such remittance. Subject to Section 7.03, the Trustee shall
      distribute the assets of the Trust Fund related to Pool 2 on the Distribution
      Date on which the repurchase occurred. If the NIMS Insurer directs the Master
      Servicer to exercise such right as described above, then (i) the Master Servicer
      shall cause each related REMIC to adopt a plan of complete liquidation as
      described above and (ii) the NIMS Insurer shall remit the Pool 2 Repurchase
      Price in immediately available funds to the Master Servicer at least three
      Business Days prior to the applicable Distribution Date and, upon receipt of
      such funds from the NIMS Insurer, the Master Servicer shall promptly deposit
      such funds in the Collection Account. The NIMS Insurer shall be obligated to
      reimburse the Master Servicer and the Trustee for their reasonable out-of-pocket
      expenses incurred in connection with the purchase of the Mortgage Loans in
      Pool
      2 and REO Property related to Pool 2 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 arising out of or
      based upon the Master Servicer’s or Trustee’s purchase of the Pool 2 Assets at
      the direction of the NIMS Insurer at the direction of the NIMS Insurer, except
      to the extent such losses, liabilities or expenses arise out of or result from
      the Master Servicer’s or Trustee’s, as the case may be, negligence, bad faith or
      willful misconduct. Notwithstanding anything herein to the contrary, only an
      amount not to exceed to the Pool 2 Repurchase Price, reduced by the portion
      thereof consisting of any Pool 2 Swap Termination Payment (such portion, the
      “Pool 2 Swap Optional Termination Payment”), shall be made available for
      distribution to the Certificates. The Pool 2 Swap Optional Termination Payment
      shall be withdrawn by the Trustee from the Collection Account and remitted
      to
      the Pool 2 Supplemental Interest Trust for payment to the Swap Counterparty.
      The
      Pool 2 Swap Optional Termination Payment shall not be part of any REMIC and
      shall not be paid into any account which is part of any REMIC.

     

    (iii) For
      Pool
      3, on any Distribution Date occurring on or after the Pool 3 Initial Optional
      Termination Date, the Master Servicer, with the prior written consent of any
      NIMS Insurer and the Seller, which consent shall not be unreasonably withheld,
      has the option to cause each of the SWAP III REMIC, REMIC III-1 and REMIC III-2
      to adopt a plan of complete liquidation and to purchase the Pool 3 Mortgage
      Loans and any REO Property related to Pool 3 (the “Pool 3 Assets”) for a price
      equal to the Pool 3 Repurchase Price, pursuant to Section 7.03 hereof. Upon
      exercise of such option, the Pool 3 Assets shall be sold to the Master Servicer
      at a price (the “Pool 3 Repurchase Price”) equal to the sum of (i) 100% of the
      unpaid principal balance of each Mortgage 

     

    


    
      
        
          
          

        

        
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    Loan
      in
      Pool 3 on the day of such purchase plus interest accrued thereon at the Mortgage
      Rate with respect to such Mortgage Loan to the Due Date in the Collection Period
      immediately preceding the Distribution Date on which the proceeds of such sale
      will be distributed to the holders of the Pool 3 Certificates, (ii) the fair
      market value of any REO Property related to the Mortgage Loans in Pool 3 and
      any
      other property related to the Mortgage Loans in Pool 3 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), (iii) any unreimbursed Servicing Advances and other amounts to be
      reimbursed pursuant to the immediately following sentence related to the
      Mortgage Loans in Pool 3 and (iv) any Pool 3 Swap Termination Payment payable
      to
      the Swap Counterparty as a result of a termination pursuant to this Section
      7.01; provided, however, if there are any NIM Securities outstanding, the Master
      Servicer may only exercise its option after receiving the prior written consent
      of the holders of such NIM Securities and, if such consent is given, the Pool
      3
      Repurchase Price shall also include an amount equal to the sum of (1) any
      accrued interest on the NIM Securities related to the Pool 3 Mortgage Loans,
      (2)
      the unpaid principal balance of any such NIM Securities and (3) any other
      reimbursable expenses owed by the issuer of the NIM Securities (the “NIM
      Redemption Amount”); and provided, further, that if any Cap Termination Payment
      is payable to the Cap Counterparty, the Master Servicer may only exercise its
      option if the Cap Counterparty does not object thereto in writing in a timely
      manner. The Master Servicer, the Servicer, the Trustee and the Custodian shall
      be reimbursed from the Repurchase Pool 3 Repurchase Price for any Mortgage
      Loan
      in Pool 3 or related REO Property for any Advances made or other amounts
      advanced with respect to the Mortgage Loans in Pool 3 that are reimbursable
      to
      any such entity under this Agreement, the related Servicing Agreement or the
      Custodial Agreement, together with any accrued and unpaid compensation and
      any
      other amounts due to the Master Servicer or the Trustee hereunder or the
      applicable Servicer or the Custodian, to the extent such amounts relate to
      the
      Mortgage Loans in Pool 3. If the Master Servicer fails to exercise such right,
      the NIMS Insurer will have the option to direct the Master Servicer to exercise
      such option so long as it is insuring the NIM Securities or it is owed any
      amounts in connection with its guaranty of the NIM Securities. Following receipt
      of such notice from the NIMS Insurer, the Master Servicer shall advise the
      NIMS
      Insurer whether it will exercise the option under this Section 7.01(b) for
      its
      own account and using its own funds, or whether it will exercise such option
      in
      its own name but for the NIMS Insurer’s account and utilizing the NIMS Insurer’s
      funds. If the Master Servicer exercises such option for the NIMS Insurer’s
      account, the NIMS Insurer will remit the Pool 3 Repurchase Price to the Master
      Servicer one Business Day prior to the day the Master Servicer is required
      to
      remit the Pool 3 Repurchase Price to the Trustee. Following its receipt from
      the
      NIMS Insurer of the entire Pool 3 Repurchase Price and its subsequent remittance
      to the Trustee of the entire Pool 3 Repurchase Price, the Master Servicer will
      convey to the NIMS Insurer all of the rights it receives from the Trustee with
      respect to the related Mortgage Loans as a result of such remittance. Subject
      to
      Section 7.03, the Trustee shall distribute the assets 

     

    


    
      
        
          
          

        

        
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    of
      the
      Trust Fund related to Pool 3 on the Distribution Date on which the repurchase
      occurred. If the NIMS Insurer directs the Master Servicer to exercise such
      right
      as described above, then (i) the Master Servicer shall cause each related REMIC
      to adopt a plan of complete liquidation as described above and (ii) the NIMS
      Insurer shall remit the Pool 3 Repurchase Price in immediately available funds
      to the Master Servicer at least three Business Days prior to the applicable
      Distribution Date and, upon receipt of such funds from the NIMS Insurer, the
      Master Servicer shall promptly deposit such funds in the Collection Account.
      The
      NIMS Insurer shall be obligated to reimburse the Master Servicer and the Trustee
      for their reasonable out-of-pocket expenses incurred in connection with the
      purchase of the Mortgage Loans in Pool 3 and REO Property related to Pool 3
      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 arising out of or based upon the Master Servicer’s or
      Trustee’s purchase of the Pool 3 Assets at the direction of the NIMS Insurer at
      the direction of the NIMS Insurer, except to the extent such losses, liabilities
      or expenses arise out of or result from the Master Servicer’s or Trustee’s, as
      the case may be, negligence, bad faith or willful misconduct. Notwithstanding
      anything herein to the contrary, only an amount not to exceed to the Pool 3
      Repurchase Price, reduced by the portion thereof consisting of any Pool 3 Swap
      Termination Payment (such portion, the “Pool 3 Swap Optional Termination
      Payment”), shall be made available for distribution to the Certificates. The
      Pool 3 Swap Optional Termination Payment shall be withdrawn by the Trustee
      from
      the Collection Account and remitted to the Pool 3 Supplemental Interest Trust
      for payment to the Swap Counterparty. The Pool 3 Swap Optional Termination
      Payment shall not be part of any REMIC and shall not be paid into any account
      which is part of any REMIC.

     

    (iv) Upon
      the
      later of the exercise by the Master Servicer of the initial purchase option
      with
      respect to (a) Pool 1, (b) Pool 2 or (c) Pool 3, the Trust Fund will be
      terminated.

     

    (v) For
      purposes of the REMIC provisions, any NIM Redemption Amount or Cap Termination
      Payment shall not be treated as having been paid into any REMIC.

     

    Section
      7.02. Procedure
      Upon Termination of Trust Fund.

     

    (a) Notice
      of
      any termination pursuant to the provisions of Section 7.01 (or the retirement
      of
      the Pool 1 Certificates, Pool 2 Certificates or Pool 3 Certificates, as
      applicable), specifying the Distribution Date upon which the final distribution
      shall be made, shall be given promptly by the Trustee by first class mail to
      the
      Certificateholders and any NIMS Insurer, mailed upon (x) no later than five
      Business Days after the Trustee has received notice from the Master Servicer
      of
      its intent to exercise its right to cause the termination of the Trust Fund
      pursuant to Section 7.01(b) (or the retirement of the Pool 1 Certificates,
      Pool
      2 Certificates or Pool 3 Certificates, as applicable, to the extent that not
      all
      of the Mortgage Pools are terminated pursuant to such Section 7.01(b)) or (y)
      upon final payment or other liquidation of the last Mortgage Loan or REO
      Property in the Trust Fund. Such notice shall specify (A) the Distribution
      Date
      upon which final distribution on the Certificates of all amounts required to
      be
      distributed to Certificateholders pursuant to Section 5.02 will be made upon
      presentation and surrender of the related 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 related Certificates at the office or agency of the Trustee
      therein specified. The Trustee shall give such notice to the Master Servicer,
      the Swap Counterparty and the Certificate Registrar at the time such notice
      is
      given to Holders of the related Certificates. The Master Servicer shall give
      notice to the Swap Counterparty on the date the Master Servicer elects its
      option pursuant to Section 7.01(b). Upon any termination pursuant to Section
      7.01(b), the duties of the Certificate Registrar with respect to the applicable
      Certificates shall terminate and the Trustee shall terminate or request the
      Master Servicer to terminate, the Collection Account it maintains, the
      Certificate Account and any other account or fund maintained with respect to
      the
      related Certificates, subject to the Trustee’s obligation hereunder to hold all
      amounts payable to Certificateholders in trust without interest pending such
      payment.

     

    


    
      
        
          
          

        

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

     

    (c) Any
      reasonable expenses incurred by the Trustee in connection with any termination
      or liquidation of the Trust Fund (or a Mortgage Pool thereof) shall be
      reimbursed from proceeds received from the liquidation of the related Mortgage
      Pool or Mortgage Pools.

     

    Section
      7.03. Additional
      Trust Fund Termination Requirements.

     

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

     

    (i) On
      the
      date specified for final payment of the Certificates, the Trustee shall make
      final distributions of principal and interest on the Certificates and shall
      pay
      any Swap Termination Payment owed to the Swap Counterparty on the related Swap
      Payment Date (to the extent not paid on previous Swap Payment Dates) in
      accordance with Section 5.02 and, after payment of, or provision for any
      outstanding expenses, distribute or credit, or cause to be distributed or
      credited, to the Holders of the Residual Certificates all cash on hand after
      such final payment (other than cash retained to meet claims), and the Trust
      Fund
      (and each related REMIC) shall terminate at that time;

     

    


    
      
        
          
          

        

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

     

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

     

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

     

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

     

    (A) The
      Trustee shall sell all of the assets of Pool 2 for cash and, within 90 days
      of
      such sale, shall distribute the proceeds of such sale to the Certificateholders
      in complete liquidation of each of the SWAP II REMIC, REMIC II-1, REMIC II-2
      and
      REMIC II-3; and

     

    (B) The
      Trustee shall attach a statement to the final Federal income tax return for
      each
      of the SWAP II REMIC, REMIC II-1, REMIC II-2 and REMIC II-3 stating that
      pursuant to Treasury Regulation § 1.860F-1, the first day of the 90-day
      liquidation period for each such REMIC was the date on which the Trustee sold
      such assets.

     

    (iv) In
      the
      case of a sale of the assets of Pool 3:

     

    (A) The
      Trustee shall sell all of the assets of Pool 3 for cash and, within 90 days
      of
      such sale, shall distribute the proceeds of such sale to the Certificateholders
      in complete liquidation of each of the SWAP III REMIC, REMIC III-1 and REMIC
      III-2; and

     

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

     

    Section
      7.04. Optional
      Purchase Right of NIMS Insurer

     

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

     

     

    


    
      
        
          
          

        

        
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    Section
      7.05. Grantor
      Trust Termination

     

    The
      Class
      1-A1 Grantor Trust, Class 1-A2 Grantor Trust, Class 1-A3A Grantor Trust and
      Class 1-A3B Grantor Trust each will terminate on the earlier of the date on
      which the Class Principal Amount of the related Grantor Trust Certificate is
      reduced to zero and the termination of this Agreement.

     

    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 (or Percentage Interest) of Certificates of each Class affected thereby
      shall have made written request upon the Trustee to institute such action,
      suit
      or proceeding in its own name as Trustee hereunder and shall have offered to
      the
      Trustee such reasonable indemnity as it may require against the cost, expenses
      and liabilities to be incurred therein or thereby, and the Trustee, for sixty
      days after its receipt of such notice, request and offer of indemnity, shall
      have neglected or refused to institute any such action, suit or proceeding
      and
      no direction inconsistent with such written request has been given such Trustee
      during such sixty day period by such Certificateholders; it being understood
      and
      intended, and being expressly covenanted by each Certificateholder with every
      other Certificateholder and the Trustee, that no one or more Holders of
      Certificates shall have any right in any manner whatever by virtue or by
      availing of any provision of this Agreement to affect, disturb or prejudice
      the
      rights of the Holders of any other of such Certificates, or to obtain or seek
      to
      obtain priority over or preference to any other such Holder, or to enforce
      any
      right under this Agreement, except in the manner herein provided and for the
      benefit of all Certificateholders. For the protection and enforcement of the
      provisions of this Section, each and every Certificateholder and the Trustee
      shall be entitled to such relief as can be given either at law or in
      equity.

     

     

    


    
      
        
          
          

        

        
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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, within fifteen days after
      receipt by the Certificate Registrar of a request by the Trustee in writing,
      a
      list, in such form as the Trustee may reasonably require, of the names and
      addresses of the Certificateholders of each Class as of the most recent Record
      Date.

     

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

     

    (c) Every
      Holder or Certificate Owner, if the Holder is a Clearing Agency, by receiving
      and holding a Certificate, agrees with the Depositor, the Master Servicer,
      the
      Certificate Registrar and the Trustee, that none of the Depositor, the Master
      Servicer, 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 other of receipt of any such instrument
      by
      it, and shall promptly forward a copy of such instrument to the
      other.

     

    


    
      
        
          
          

        

        
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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 (whether or not such Certificates shall be overdue
      and
      notwithstanding any notation of ownership or other writing thereon made by
      anyone other than the Trustee) shall be proved by the Certificate Register,
      and
      none of the Trustee, the 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 shall bind every future Holder of the
      same Certificate and the Holder of every Certificate issued upon the
      registration of transfer thereof or in exchange therefor or in lieu thereof,
      in
      respect of anything done, omitted or suffered to be done by the Trustee or
      the
      Master Servicer in reliance thereon, whether or not notation of such action
      is
      made upon such Certificate.

     

    ARTICLE
      IX.

     

    ADMINISTRATION
      AND SERVICING OF MORTGAGE LOANS

    BY
      THE MASTER SERVICER

     

    Section
      9.01. Duties
      of the Master Servicer

     

    The
      Certificateholders, by their purchase and acceptance of the Certificates,
      appoint Aurora Loan Services LLC, as Master Servicer. For and on behalf of
      the
      Depositor, the Trustee and the Certificateholders, the Master Servicer shall
      master service the Mortgage Loans in accordance with the provisions of this
      Agreement and the provisions of the Servicing Agreements.

     

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

     

    (a) The
      Master Servicer, at its expense, shall maintain in effect a Master Servicer
      Fidelity Bond and a Master Servicer Errors and Omissions Insurance Policy,
      affording coverage with respect to all directors, officers, employees and other
      Persons acting on such Master Servicer’s behalf, and covering errors and
      omissions in the performance of the Master Servicer’s obligations hereunder. The
      Master Servicer Errors and Omissions Insurance Policy and the Master Servicer
      Fidelity Bond shall be in such form and amount that would meet the requirements
      of Fannie Mae or Freddie Mac if it were the purchaser of the Mortgage Loans,
      and
      if the Master Servicer receives notice that such policy is or shall be
      cancelled, it shall immediately notify the NIMS Insurer. The Master Servicer
      shall provide the Trustee and any NIMS Insurer upon request, with a copy of
      such
      policy and fidelity bond. The Master Servicer shall (i) require each Servicer
      to
      maintain an Errors and Omissions Insurance Policy and the 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. The Fidelity
      Bond and Errors and Omissions Insurance Policy may be obtained and maintained
      in
      blanket form.

     

    


    
      
        
          
          

        

        
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    (b) The
      Master Servicer shall promptly report to the Trustee any material changes that
      may occur in the Master Servicer Fidelity Bond or the Master Servicer Errors
      and
      Omissions Insurance Policy and shall furnish to the Trustee, on request,
      certificates evidencing that such bond and insurance policy are in full force
      and effect. The Master Servicer shall promptly report to the Trustee all cases
      of embezzlement or fraud, if such events involve funds relating to the Mortgage
      Loans. The total losses, regardless of whether claims are filed with the
      applicable insurer or surety, shall be disclosed in such reports together with
      the amount of such losses covered by insurance. If a bond or insurance claim
      report is filed with any of such bonding companies or insurers, the Master
      Servicer shall promptly furnish a copy of such report to the Trustee. Any
      amounts relating to the Mortgage Loans collected by the Master Servicer under
      any such bond or policy shall be promptly remitted by the Master Servicer to
      the
      Trustee for deposit into the Certificate Account. Any amounts relating to the
      Mortgage Loans collected by a 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 its corporate parent’s
      audited financial statements on or prior to March 31 of each year, beginning
      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.

     

    


    
      
        
          
          

        

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

     

    


    
      
        
          
          

        

        
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    (b) In
      master
      servicing and administering the Mortgage Loans, the Master Servicer shall employ
      procedures, and shall exercise the same care that it customarily employs and
      exercises master servicing and administering loans for its own account, giving
      due consideration to Accepted Servicing Practices where such practices do not
      conflict with this Agreement. Consistent with the foregoing, the Master Servicer
      may, and may permit the Servicer to, in its discretion (i) waive any late
      payment charge (but not any Prepayment Premium, except as set forth below)
      and
      (ii) extend the due dates for payments due on a Mortgage Note. In the event
      of
      any extension described in clause (ii) above, the Master Servicer shall make
      or
      cause the applicable Servicer (if required by the related Servicing Agreement)
      to make Advances on the related Mortgage Loan in accordance with the provisions
      of Section 5.04 on the basis of the amortization schedule of such Mortgage
      Loan
      with modification thereof by reason of such extension. Notwithstanding anything
      to the contrary in this Agreement, the Master Servicer shall not make or
      knowingly permit any modification, waiver or amendment of any material term
      of
      any Mortgage Loan unless: (1) such Mortgage Loan is in default or default by
      the
      related Mortgagor is, in the reasonable judgment of the Master Servicer or
      the
      applicable Servicer, reasonably foreseeable, (2) in the case of a waiver of
      a
      Prepayment Premium (a) if such waiver would maximize recovery of total proceeds
      taking into account the value of such Prepayment Premium and the related
      Mortgage Loan or (b) if the prepayment is not the result of a refinancing by
      the
      Servicer or any of its Affiliates (i) the collection of the Prepayment Premium
      would be in violation of applicable laws 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 cause an
      Adverse REMIC Event.

     

    Section
      9.05. Enforcement
      of Servicers’ and Master Servicer’s Obligations.

     

    (a) Each
      Servicing Agreement requires the applicable Servicer to service the Mortgage
      Loans in accordance with the provisions thereof. References in this Agreement
      to
      actions taken or to be taken by the Master Servicer include actions taken or
      to
      be taken by a Servicer on behalf of the Master Servicer. Any fees, costs,
      expenses and other amounts payable to such Servicer shall be deducted from
      amounts remitted to the Master Servicer by the 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 applicable Servicer is not required
      to
      take under the related Servicing Agreement and (ii) cause a Servicer to take
      any
      action or refrain from taking any action if the related Servicing Agreement
      does
      not require such Servicer to take such action or refrain from taking such
      action; in both cases notwithstanding any provision of this Agreement that
      requires the Master Servicer to take such action or cause such Servicer to
      take
      such action.

     

    


    
      
        
          
          

        

        
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    (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 the 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 Servicing Agreements.
      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 the Servicers in effecting the timely
      payment of taxes and assessments on the properties subject to the Mortgage
      Loans
      may be added to the amount owing under the related Mortgage Note where the
      terms
      of the Mortgage Note so permit; provided, however, that the addition of any
      such
      cost shall not be taken into account for purposes of calculating the
      distributions to be made to Certificateholders. Such costs, to the extent that
      they are unanticipated, extraordinary costs, and not ordinary or routine costs
      shall be recoverable 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 a 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 related 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 such Servicer is unable
      to fulfill its obligations hereunder) for all costs associated with the transfer
      of servicing from the predecessor servicer, including without limitation, any
      costs or expenses associated with the complete transfer of all servicing data
      and the completion, correction or manipulation of such servicing data, as may
      be
      required by the Master Servicer to correct any errors or insufficiencies in
      the
      servicing data or otherwise to enable the Master Servicer to service the
      Mortgage Loans properly and effectively.

     

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

     

    (c) If
      the
      Master Servicer acts as a successor servicer, it will have no obligation to
      make
      an Advance if it determines in its reasonable judgment that such Advance is
      non-recoverable. To the extent that the Master Servicer is unable to find a
      successor servicer that is willing to service the Mortgage Loans for the
      Servicing Fee because of the obligation of the servicer to make Advances
      regardless of whether such Advance is recoverable, the applicable Servicing
      Agreement may be amended to provide that the successor servicer shall have
      no
      obligation to make an Advance if it determines in its reasonable judgment that
      such Advance is non-recoverable and provides an Officer’s Certificate to such
      effect to the Master Servicer and the Trustee.

     

     

    


    
      
        
          
          

        

        
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    Section
      9.08. Master
      Servicer Liable for Enforcement.

     

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

     

    Section
      9.09. No
      Contractual Relationship Between the Servicer, Any NIMS Insurer and Trustee
      or
      Depositor.

     

    Any
      Servicing Agreement and any other transactions or services relating to the
      Mortgage Loans involving a Servicer in its capacity as such and not as an
      originator shall be deemed to be between such Servicer, the Seller and the
      Master Servicer, and the Trustee and the Depositor shall not be deemed parties
      thereto and shall have no 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.

     

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

     

    


    
      
        
          
          

        

        
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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 or at the expense of the Trust Fund,
      deliver to the assuming party all documents and records relating to each
      Servicing Agreement and the related Mortgage Loans and an accounting of amounts
      collected and held by it and otherwise use its best efforts to effect the
      orderly and efficient transfer of each Servicing Agreement to the assuming
      party.

     

    Section
      9.11. Due-on-Sale
      Clauses; Assumption Agreements; 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 use its reasonable best efforts to cause the Servicers to enforce
      such clauses in accordance with the applicable Servicing Agreement. If
      applicable law prohibits the enforcement of a due on sale clause or such clause
      is otherwise not enforced in accordance with the applicable Servicing Agreement,
      and, as a consequence, a Mortgage Loan is assumed, the original Mortgagor may
      be
      released from liability in accordance with the applicable Servicing
      Agreement.

     

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

     

    Section
      9.12. Release
      of Mortgage Files.

     

    (a) Upon
      (i)
      becoming aware of the payment in full of any Mortgage Loan or (ii) the receipt
      by the Master Servicer of a notification that payment in full has been or will
      be escrowed in a manner customary for such purposes, the Master Servicer shall,
      or shall cause the applicable Servicer to, promptly notify the Trustee (or
      the
      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 Custodial Agreement) the Trustee or the 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 applicable 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 Custodian, shall promptly release
      the related Mortgage File to the Servicer and neither the Trustee nor the
      Custodian shall have any further responsibility with regard to such Mortgage
      File. Upon any such payment in full, the Master Servicer is authorized, and
      the
      applicable Servicer, to the extent such authority is provided for under the
      related 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.

     

    


    
      
        
          
          

        

        
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    (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 the applicable Servicer
      (in form reasonably acceptable to the Trustee) and as are necessary to the
      prosecution of any such proceedings. The Trustee or the Custodian, shall, upon
      request of the Master Servicer, or of the applicable Servicer, and delivery
      to
      the Trustee or the Custodian, of a trust receipt signed by a Servicing Officer
      substantially in the form of Exhibit C, release the related Mortgage File held
      in its possession or control to the Master Servicer (or the applicable
      Servicer). Such trust receipt shall obligate the Master Servicer or applicable
      Servicer to return the Mortgage File to the Trustee or the Custodian, as
      applicable, when the need therefor by the Master Servicer or applicable Servicer
      no longer exists unless (i) the Mortgage Loan shall be liquidated, in which
      case, upon receipt of a certificate of a Servicing Officer similar to that
      hereinabove specified, the trust receipt shall be released by the Trustee or
      the
      Custodian, as applicable, to the Master Servicer (or the applicable Servicer)
      or
      (ii) the Mortgage File has been delivered directly or through a Servicer to
      an
      attorney, or to a public trustee or other public official as required by law,
      for purposes of initiating or pursuing legal action or other proceedings for
      the
      foreclosure of the Mortgaged Property either judicially or non-judicially,
      and
      the Master Servicer has delivered directly or through a Servicer to the Trustee
      a certificate of a Servicing Officer certifying as to the name and address
      of
      the Person to which such Mortgage File or such document was delivered and the
      purpose of such delivery.

     

    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 related Servicing Agreement to be
      delivered to the Trustee or the 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 a Subsequent Recovery,
      Liquidation Proceeds or Insurance Proceeds in respect of any Mortgage Loan
      shall
      be held for the benefit of the Trustee and the Certificateholders subject to
      the
      Master Servicer’s right to retain or withdraw from the Collection Account the
      Master Servicing Fee, the General 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 Servicing Agreement. The Master Servicer shall,
      and shall (to the extent provided in the applicable Servicing Agreement) cause
      each Servicer to, provide access to information and documentation regarding
      the
      Mortgage Loans to the Trustee, its agents and accountants and any NIMS Insurer,
      at any time upon reasonable request and during normal business hours, and to
      Certificateholders that are savings and loan associations, banks or insurance
      companies, the Office of Thrift Supervision, the FDIC and the supervisory agents
      and examiners of such Office and Corporation or examiners of any other federal
      or state banking or insurance regulatory authority if so required by applicable
      regulations of the Office of Thrift Supervision or other regulatory authority,
      such access to be afforded without charge but only upon reasonable request
      in
      writing and during normal business hours at the offices of the Master Servicer
      designated by it. In fulfilling such a request the Master Servicer shall not
      be
      responsible for determining the sufficiency of such information. The Master
      Servicer shall afford the NIMS Insurer, and shall (to the extent provided in
      the
      Servicing Agreement) cause the Servicer to afford the NIMS Insurer, upon
      reasonable advance notice, during normal business hours access to all records
      related to their respective rights and obligations hereunder and access to
      officers of the Master Servicer and the Servicer responsible for such
      obligations.

     

    


    
      
        
          
          

        

        
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    (b) All
      Mortgage Files and funds collected or held by, or under the control of, the
      Master Servicer, or any Servicer, in respect of any Mortgage Loans, whether
      from
      the collection of principal and interest payments or from a Subsequent Recovery,
      Liquidation Proceeds or Insurance Proceeds, shall be held by the Master
      Servicer, or by such Servicer, for and on behalf of the Trustee and the
      Certificateholders and shall be and remain the sole and exclusive property
      of
      the Trustee; provided, however, that the Master Servicer and each Servicer
      shall
      be entitled to setoff against, and deduct from, any such funds any amounts
      that
      are properly due and payable to the Master Servicer or such Servicer under
      this
      Agreement or the applicable Servicing Agreement and shall be authorized to
      remit
      such funds to the Trustee in accordance with this Agreement.

     

    (c) The
      Master Servicer hereby acknowledges that concurrently with the execution of
      this
      Agreement, the Trustee shall own or, to the extent that a court of competent
      jurisdiction shall deem the conveyance of the Mortgage Loans from the Seller
      to
      the Depositor not to constitute a sale, the Trustee shall have a security
      interest in the Mortgage Loans and in all Mortgage Files representing such
      Mortgage Loans and in all funds and investment property now or hereafter held
      by, or under the control of, a Servicer or the Master Servicer that are
      collected by such Servicer or the Master Servicer in connection with the
      Mortgage Loans, whether as scheduled installments of principal and interest
      or
      as full or partial prepayments of principal or interest or as a Subsequent
      Recovery, Liquidation Proceeds or Insurance Proceeds or otherwise, and in all
      proceeds of the foregoing and proceeds of proceeds (but excluding any fee or
      other amounts to which such Servicer is entitled under the applicable Servicing
      Agreement, or the Master Servicer or the Depositor is entitled to hereunder);
      and the Master Servicer agrees that so long as the Mortgage Loans are assigned
      to and held by the Trustee or the 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 and the Trustee,
      for the benefit of the Certificateholders, as of the Closing Date
      that:

     

    (i) it
      is
      validly existing and in good standing under the 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;

     

    (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, 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;

     

    


    
      
        
          
          

        

        
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    (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 Prospectus 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 and the Trustee and hold them
      harmless against any loss, damages, penalties, fines, forfeitures, legal fees
      and related costs, judgments, and other costs and expenses arising out of or
      based upon 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 and the
      Trustee, respecting a breach of the foregoing representations and warranties.
      Such indemnification shall survive any termination of the Master Servicer as
      Master Servicer hereunder, and any termination of this Agreement.

     

    Any
      cause
      of action against the Master Servicer relating to or arising out of the breach
      of any representations and warranties made in this Section shall accrue upon
      discovery of such breach by any of the Depositor, the Master Servicer, any
      NIMS
      Insurer or the Trustee or notice thereof by any one of such parties to the
      other
      parties. Notwithstanding anything in this Agreement to the contrary, the Master
      Servicer shall not be liable for special, indirect or consequential losses
      or
      damages of any kind whatsoever (including, but not limited to, lost
      profits).

     

    


    
      
        
          
          

        

        
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    (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.

     

    Any
      cause
      of action against the Depositor relating to or arising out of the breach of
      the
      representations and warranties made in Sections 2.03(a)(i) through (vi) hereof
      shall accrue upon discovery of such breach by either the Depositor or the Master
      Servicer or notice thereof by any one of such parties to the other
      parties.

     

    Section
      9.15. Opinion.

     

    On
      or
      before the Closing Date, the Master Servicer shall cause to be delivered to
      the
      Depositor, the Seller and the Trustee 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 Servicing Agreement, as applicable. It
      is
      understood and agreed that such insurance shall be with insurers meeting the
      eligibility requirements set forth in the applicable Servicing Agreement and
      that no earthquake or other additional insurance is to be required of any
      Mortgagor or to be maintained on property acquired in respect of a defaulted
      loan, other than pursuant to such applicable laws and regulations as shall
      at
      any time be in force and as shall require such additional
      insurance.

     

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

     

     

    


    
      
        
          
          

        

        
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    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 the Servicer and remitted to the Master
      Servicer) in respect of such policies or bonds shall be promptly deposited
      in
      the Collection Account or any 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 released to the related Mortgagor in accordance
      with the Master Servicer’s or the applicable 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 applicable 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 applicable Servicing Agreement, as
      applicable.

     

    (b) The
      Master Servicer agrees, to the extent provided in the related 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 Custodian) 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 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 the applicable Servicer to deliver to the Trustee (or the 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 a Servicer from time to time.

     

    Section
      9.20. Realization
      Upon Defaulted Mortgage Loans.

     

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

     

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

     

     

    


    
      
        
          
          

        

        
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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 and the General 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 or the General 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 and the General Servicing Fee to such Master
      Servicer by withdrawal from the Certificate Account to the extent that payments
      have been received with respect to the applicable Mortgage Loan. The Master
      Servicer shall be required to pay all expenses incurred by it in connection
      with
      its activities hereunder and shall not be entitled to reimbursement therefor
      except as provided in this Agreement. Pursuant to Section 4.01(e), all income
      and gain realized from any investment of funds in the Collection Account shall
      be for the benefit of the Master Servicer as compensation. The provisions of
      this Section 9.21 are subject to the provisions of Section 6.14.

     

    Section
      9.22. REO
      Property.

     

    (a) In
      the
      event the Trust Fund acquires ownership of any REO Property in respect of any
      Mortgage Loan, the deed or certificate of sale shall be issued to the Trustee,
      or to its nominee, on behalf of the Certificateholders. The Master Servicer
      shall use its reasonable best efforts to sell, or cause the applicable Servicer,
      to the extent provided in the related Servicing Agreement, to sell any REO
      Property as expeditiously as possible and in accordance with the provisions
      of
      this Agreement and such 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
      related 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 the Servicer, in connection with the operation
      of any REO Property in the Collection Account.

     

    


    
      
        
          
          

        

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

     

    (d) The
      Liquidation Proceeds from the final disposition of the REO Property, net of
      any
      payment to the Master Servicer and the applicable Servicer as provided above,
      shall be deposited in the Collection Account on or prior to the Determination
      Date in the month following receipt thereof (and the Master Servicer shall
      provide written notice to the Trustee upon such deposit) and be remitted by
      wire
      transfer in immediately available funds to the Trustee for deposit into the
      Certificate Account on the next succeeding Deposit Date.

     

    Section
      9.23. 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.

     

    (b) On
      or
      before March 1st of each year, the Depositor shall distribute the information
      in
      Exhibit S to the Master Servicer. If the Master Servicer shall become at any
      time an affiliate of any of the parties listed on Exhibit S hereto or any of
      their affiliates who have been identified to the Master Servicer in writing,
      the
      Master Servicer shall notify the Trustee, the Sponsor and the Depositor of
      such
      affiliation by March 15 of each year (but only to the extent that the Master
      Servicer has not previously notified the Trustee, the Sponsor or the Depositor
      of such affiliation.)

     

    (c) 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, in each case solely as reported to the Master Servicer
      by
      the applicable Servicer. The parties to this Agreement acknowledge that the
      performance by the Master Servicer of its duties under this Section 9.23(c)
      related to the timely preparation and delivery of such information is contingent
      upon each applicable Servicer strictly observing all requirements and deadlines
      in the performance of their duties under their related Servicing Agreements.
      The
      Master Servicer shall have no liability for any loss, expense, damage or claim
      arising out of or with respect to any failure to properly prepare and/or timely
      deliver all such information where such failure results from the Master
      Servicer’s inability or failure to obtain or receive, on a timely basis, any
      information from any Servicer needed to prepare or deliver such information,
      which failure does not result from the Master Servicer’s own negligence, bad
      faith or willful misconduct.

     

     

    


    
      
        
          
          

        

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

     

    (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
      Servicers without independent verification thereof and the Master Servicer
      shall
      be entitled to rely on such information.

     

    Section
      9.25. Assessment
      of Compliance and Attestation Reports.

     

    (a) Assessment
      of Compliance

     

    (i) On
      or
      before March 15th of each calendar year in which the Depositor is required
      to
      file reports with respect to the Trust Fund in accordance with the Exchange
      Act
      and the rules and regulations of the Commission, beginning with March 15, 2008,
      the Master Servicer, the Paying Agent (if other than the Trustee) and the
      Trustee, each at its own expense, shall furnish, and each such party shall
      cause
      any Servicing Function Participant engaged by it to furnish, each at its own
      expense, to the Sponsor, the Depositor, the Master Servicer and the Trustee,
      a
      report on an assessment of compliance with the Relevant Servicing Criteria
      that
      contains (A) a statement by such party of its responsibility for assessing
      compliance with the Relevant Servicing Criteria, (B) a statement that such
      party
      used the Servicing Criteria to assess compliance with the Relevant Servicing
      Criteria, (C) such party’s assessment of compliance with the Relevant Servicing
      Criteria as of and for the fiscal year covered by the Form 10-K required to
      be
      filed pursuant to Section 6.20(d), including, if there has been any material
      instance of noncompliance with the Relevant Servicing Criteria, a discussion
      of
      each such failure and the nature and status thereof, and (D) a statement that
      a
      registered public accounting firm has issued an attestation report on such
      party’s assessment of compliance with the Relevant Servicing Criteria as of and
      for such period. If the Trustee and the Paying Agent are the same party, the
      Relevant Servicing Criteria of the Paying Agent shall be included in the
      Trustee’s report. The Master Servicer shall furnish to the Trustee a copy of
      each assessment of compliance provided to it by the Custodian pursuant to the
      Custodial Agreement and by each Servicer pursuant to the related Servicing
      Agreement, to the extent that the Trustee is not entitled to receive such
      assessments pursuant to each such applicable agreement.

     

    


    
      
        
          
          

        

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

     

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

     

    (b) Attestation
      Reports

     

    (i) On
      or
      before March 15th of each calendar year in which the Depositor is required
      to
      file reports with respect to the Trust Fund in accordance with the Exchange
      Act
      and the rules and regulations of the Commission, beginning with March 15, 2008,
      the Master Servicer, the Paying Agent (if other than the Trustee) and the
      Trustee shall, at its own expense, cause a firm of independent public
      accountants (who may also render other services to the Master Servicer, Paying
      Agent or Trustee), which is a member of the American Institute of Certified
      Public Accountants, to furnish to the Sponsor, the Master Servicer, the Trustee
      and the Depositor a report to the effect that such firm attests to, and reports
      on, the assessment made by such asserting party pursuant to Section 6.01(l)
      above, which report shall be made in accordance with standards for attestation
      engagements issued or adopted by the PCAOB. In addition, on or before March
      15th
      of each calendar year in which the Depositor is required to file reports with
      respect to the Trust Fund in accordance with the Exchange Act and the rules
      and
      regulations of the Commission, beginning with March 15, 2008, the Master
      Servicer, the Paying Agent (if other than the Trustee) and the Trustee shall
      cause any Subservicer or Subcontractor with respect to the Trustee to furnish
      to
      the Sponsor and the Depositor an assessment of compliance and attestation
      report. If the Trustee and the Paying Agent are the same party, the attestation
      report caused to be furnished by the Trustee shall also address the Relevant
      Servicing Criteria of the Paying Agent.

     

    


    
      
        
          
          

        

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

     

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

     

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

     

    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.

     

    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. Notwithstanding the foregoing, as
      a
      condition to the succession to the Master Servicer under this Agreement by
      any
      Person (i) into which the Master Servicer may be merged or consolidated, or
      (ii)
      which may be appointed as a successor to the Master Servicer, the Master
      Servicer shall notify the Depositor, at least 15 calendar days prior to the
      effective date of such succession or appointment, of such succession or
      appointment and shall furnish to the Depositor in writing and in form and
      substance reasonably satisfactory to the Depositor, all information reasonably
      necessary for the Trustee to accurately and timely report, pursuant to Section
      6.20, the event under Item 6.02 of Form 8-K pursuant to the Exchange Act (if
      such reports under the Exchange Act are required to be filed under the Exchange
      Act).

     

     

    


    
      
        
          
          

        

        
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    Section
      9.28. Resignation
      of Master Servicer.

     

    Except
      as
      otherwise provided in Sections 9.27 and 9.29 hereof, the Master Servicer shall
      not resign from the obligations and duties hereby imposed on it unless it or
      the
      Trustee determines that the Master Servicer’s duties hereunder are no longer
      permissible under applicable law or are in material conflict by reason of
      applicable law with any other activities carried on by it and cannot be cured.
      Any such determination permitting the resignation of the Master Servicer shall
      be evidenced by an Opinion of Counsel that shall be Independent to such effect
      delivered to the Trustee and the NIMS Insurer. No such resignation shall become
      effective until a period of time not to exceed 90 days after the Trustee and
      the
      NIMS Insurer receives written notice thereof from the Master Servicer and until
      the Trustee shall have assumed, or a successor master servicer shall have been
      appointed by the Trustee, such successor master servicer being acceptable to
      the
      NIMS Insurer, and until such successor shall have assumed, the Master Servicer’s
      responsibilities and obligations under this Agreement. Notice of such
      resignation shall be given promptly by the Master Servicer and the Depositor
      to
      the Trustee.

     

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

     

    Except
      as
      expressly provided herein, the Master Servicer shall not assign or transfer
      any
      of its rights, benefits or privileges hereunder to any other Person, or delegate
      to or subcontract with, or authorize or appoint any other Person to perform
      any
      of the duties, covenants or obligations to be performed by the Master Servicer
      hereunder; provided, however, that the Master Servicer shall have the right
      without the prior written consent of the Trustee or the Depositor to delegate
      or
      assign to or subcontract with or authorize or appoint an Affiliate of the Master
      Servicer to perform and carry out any duties, covenants or obligations to be
      performed and carried out by the Master Servicer hereunder. In no case, however,
      shall any such delegation, subcontracting or assignment to an Affiliate of
      the
      Master Servicer relieve the Master Servicer of any liability hereunder. Notice
      of such permitted assignment shall be given promptly by the Master Servicer
      to
      the Depositor and the Trustee. If, pursuant to any provision hereof, the duties
      of the Master Servicer are transferred to a successor master servicer, the
      entire amount of the Master Servicing Fees, the General Servicing Fees (except
      with respect to the Servicing Fee for GreenPoint) 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 an attestation report as provided for in Section 9.25(b)
      and
      an assessment of compliance as provided in Section 9.25(a), which reports the
      Master Servicer shall include in its attestation report and assessment of
      compliance.

     

     

    


    
      
        
          
          

        

        
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    Section
      9.30. Limitation
      on Liability of the Master Servicer and Others.

     

    (a) The
      Master Servicer undertakes to perform such duties and only such duties as are
      specifically set forth in this Agreement.

     

    (b) No
      provision of this Agreement shall be construed to relieve the Master Servicer
      from liability for its own negligent action, its own negligent failure to act
      or
      its own willful misconduct; provided, however, that the duties and obligations
      of the Master Servicer shall be determined solely by the express provisions
      of
      this Agreement, the Master Servicer shall not be liable except for the
      performance of such duties and obligations as are specifically set forth in
      this
      Agreement; no implied covenants or obligations shall be read into this Agreement
      against the Master Servicer and, in absence of bad faith on the part of the
      Master Servicer, the Master Servicer may conclusively rely, as to the truth
      of
      the statements and the correctness of the opinions expressed therein, upon
      any
      certificates or opinions furnished to the Master Servicer and conforming to
      the
      requirements of this Agreement.

     

    (c) None
      of
      the Master Servicer, the Seller, any NIMS Insurer or the Depositor or any of
      the
      directors, officers, employees or agents of any of them shall be under any
      liability to the Trustee or the Certificateholders for any action taken or
      for
      refraining from the taking of any action in good faith pursuant to this
      Agreement, or for errors in judgment; provided, however, that this provision
      shall not protect the Master Servicer, the Seller, any NIMS Insurer or the
      Depositor or any such person against any liability that would otherwise be
      imposed by reason of willful misfeasance, bad faith or negligence in its
      performance of its duties or by reason of reckless disregard for its obligations
      and duties under this Agreement. The Master Servicer, the Seller, any NIMS
      Insurer and the Depositor and any director, officer, employee or agent of 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, any NIMS Insurer 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, the Certificate
      Registrar, the Paying Agent and the Trustee (and each of their respective
      directors, officers, employees and agents) 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, the Certificate Registrar, the
      Paying Agent or the Trustee may sustain arising out of or based upon (a) any
      material breach by the Master Servicer of any of its obligations hereunder,
      including particularly its obligations to provide any report under Section
      9.25(a), Section 9.25(b) or Section 9.26 or any information, data or materials
      required to be included in any Exchange Act report, provided, however, that
      in
      no event shall the Master Servicer be liable for any special, consequential,
      indirect or punitive damages pursuant to this Section 9.31, even if advised
      of
      the possibility of such damages, (b) any material misstatement or omission
      on
      any information, data, or materials provided by the Master Servicer, or (c)
      the
      negligence, bad faith or willful misconduct of the Master Servicer in connection
      with its performance hereunder. The Depositor, the Sponsor, the Certificate
      Registrar, the Paying Agent and the Trustee shall immediately notify the Master
      Servicer if a claim is made by a third party with respect to this Agreement
      or
      the Mortgage Loans entitling the Depositor, the Sponsor or the Trustee to
      indemnification hereunder, whereupon the Master Servicer shall assume the
      defense of any such claim and pay all expenses in connection therewith,
      including counsel fees, and promptly pay, discharge and satisfy any judgment
      or
      decree which may be entered against it or them in respect of such claim. This
      indemnification shall survive the termination of this Agreement or the
      termination of the Master Servicer as a party to this Agreement.

     

    Section
      9.32. Special
      Servicing of Delinquent Mortgage Loans.

     

    If
      permitted under the terms of any Servicing Agreement, the Seller may appoint,
      pursuant to the terms of such Servicing Agreement and with the written consent
      of the Depositor, the Master Servicer, the Trustee and the NIMS Insurer, a
      Special Servicer to special service any Distressed Mortgage Loans. Any
      applicable Termination Fee related to the termination of the Servicer and the
      appointment of any Special Servicer shall be paid by the Seller. Any fees paid
      to any such Special Servicer shall not exceed the applicable Servicing Fee
      Rate
      (or, with respect to the Mortgage Loans serviced by GreenPoint, on a monthly
      basis, the Servicing Fee).

     

    Section
      9.33. Allocation
      to Related Mortgage Pool.

     

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

     

     

    


    
      
        
          
          

        

        
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    ARTICLE
      X.

     

    REMIC
      ADMINISTRATION

     

    Section
      10.01. REMIC
      Administration.

     

    (a) REMIC
      elections as set forth in the Preliminary Statement and this Section 10.01
      shall
      be made on Forms 1066 or other appropriate federal tax or information return
      for
      the taxable year ending on the last day of the calendar year in which the
      Certificates are issued. The regular interests and residual interest in each
      REMIC shall be as designated in the Preliminary Statement and this Section
      10.01. 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 to take into account
      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 or any Net
      Funds
      Cap, (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) and (iii)
      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 and Grantor Trust, including but
      not limited to any professional fees or expenses related to audits or any
      administrative or judicial proceedings with respect to such REMIC or Grantor
      Trust that involve the Internal Revenue Service or state tax authorities, but
      only to the extent that (i) such expenses are ordinary or routine expenses,
      including expenses of a routine audit but not expenses of litigation (except
      as
      described in (ii)); or (ii) such expenses or liabilities (including taxes and
      penalties) are attributable to the negligence or willful misconduct of the
      Trustee in fulfilling its duties hereunder (including its duties as tax return
      preparer). The Trustee shall be entitled to reimbursement from the Certificate
      Account of the expenses to the extent (x) provided in clause (i) above and
      (y)
      with respect to each REMIC, such expenses are “unanticipated expenses” within
      the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii). Any reimbursement
      described in the preceding sentence shall be allocated and limited to
      collections or other recoveries on the related Mortgage Pool and shall be
      accounted for in such manner.

     

    (d) The
      Trustee shall prepare, the Trustee shall sign, and the Trustee will file, all
      of
      each REMIC’s federal and state tax and information returns as such REMIC’s
      direct representative. The Trustee shall prepare, sign and file all of the
      tax
      or information returns in respect of each Grantor Trust. The Trustee shall
      comply with such requirement by filing Form 1041. The expenses of preparing
      and
      filing such returns shall be borne by the Trustee.

     

    (e) The
      Trustee or its designee shall perform on behalf of the Trust Fund and each
      REMIC
      and Grantor Trust all reporting and other tax compliance duties that are the
      responsibility of the Trust Fund or such REMIC or Grantor Trust under the Code,
      the REMIC Provisions, or other compliance guidance issued by the Internal
      Revenue Service or any state or local taxing authority. Among its other duties,
      if required by the Code, the REMIC Provisions, or other such guidance, the
      Trustee shall provide (i) to the Treasury or other governmental authority such
      information as is necessary for the application of any tax relating to the
      transfer of a Residual Certificate to any disqualified person or organization
      pursuant to Treasury Regulation 1.860E-2(a)(5) and any person designated in
      Section 860E(e)(3) of the Code and (ii) to the Certificateholders such
      information or reports as are required by the Code or REMIC
      Provisions.

     

    


    
      
        
          
          

        

        
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    (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, 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, the NIMS Insurer and the Master
      Servicer have received an Opinion of Counsel (at the expense of the party
      seeking to take such action) to the effect that the contemplated action will
      not
      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 NIMS
      Insurer, the Master Servicer or their respective designees, in writing, with
      respect to whether such action could cause an Adverse REMIC Event to occur
      with
      respect to 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, the NIMS Insurer or
      the
      Master Servicer has advised it in writing that an Adverse REMIC Event could
      occur.

     

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

     

    (h) The
      Trustee shall, for federal income tax purposes, maintain books and records
      with
      respect to each REMIC on a calendar year and on an accrual basis.

     

    (i) No
      additional contributions of assets shall be made to any REMIC, except as
      expressly provided in this Agreement with respect to Qualifying Substitute
      Mortgage Loans.

     

    (j) Neither
      the Trustee nor the Master Servicer shall enter into any arrangement by which
      any REMIC will receive a fee or other compensation for services.

     

    (k) Upon
      the
      request of any Rating Agency or any NIMS Insurer, the Trustee shall deliver
      an
      Officer’s Certificate to the Rating Agency and to the NIMS Insurer stating,
      without regard to any actions taken by any party other than the Trustee, the
      Trustee’s compliance with provisions of this Section 10.01.

     

    


    
      
        
          
          

        

        
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    (l) The
      Class
      1-AP Certificates shall be neither regular interests nor residual interests
      in
      any REMIC created hereunder. It is the intention of the parties hereto that
      the
      segregated pool of assets consisting of any collections of Prepayment Premiums
      related to the Mortgage Loans in Pool 1 distributable to the Class 1-AP
      Certificates and the related Class P Reserve Fund shall constitute a grantor
      trust for federal income tax purposes. The Trustee, by its execution and
      delivery hereof, acknowledges the assignment to it of the rights to receive
      such
      Prepayment Premiums and such Class P Reserve Fund and declares that it holds
      and
      will hold such assets in trust for the exclusive use and benefit of all present
      and future Holders of the Class 1-AP Certificates. The rights of Holders of
      the
      Class 1-AP Certificates to receive distributions from the proceeds of such
      Prepayment Premiums and such Class P Reserve Fund, and all ownership interests
      of such Holders in and to such distributions, shall be as set forth in this
      Agreement.

     

    The
      Class
      2-AP Certificates shall be neither regular interests nor residual interests
      in
      any REMIC created hereunder. It is the intention of the parties hereto that
      the
      segregated pool of assets consisting of any collections of Prepayment Premiums
      related to the Mortgage Loans in Pool 2 distributable to the Class 2-AP
      Certificates and the related Class P Reserve Fund shall constitute a grantor
      trust for federal income tax purposes. The Trustee, by its execution and
      delivery hereof, acknowledges the assignment to it of the rights to receive
      such
      Prepayment Premiums and such Class P Reserve Fund and declares that it holds
      and
      will hold such assets in trust for the exclusive use and benefit of all present
      and future Holders of the Class 2-AP Certificates. The rights of Holders of
      the
      Class 2-AP Certificates to receive distributions from the proceeds of such
      Prepayment Premiums and such Class P Reserve Fund, and all ownership interests
      of such Holders in and to such distributions, shall be as set forth in this
      Agreement.

     

    The
      Class
      3-AP Certificates shall be neither regular interests nor residual interests
      in
      any REMIC created hereunder. It is the intention of the parties hereto that
      the
      segregated pool of assets consisting of any collections of Prepayment Premiums
      related to the Mortgage Loans in Pool 3 distributable to the Class 3-AP
      Certificates and the related Class P Reserve Fund shall constitute a grantor
      trust for federal income tax purposes. The Trustee, by its execution and
      delivery hereof, acknowledges the assignment to it of the rights to receive
      such
      Prepayment Premiums and such Class P Reserve Fund and declares that it holds
      and
      will hold such assets in trust for the exclusive use and benefit of all present
      and future Holders of the Class 3-AP Certificates. The rights of Holders of
      the
      Class 3-AP Certificates to receive distributions from the proceeds of such
      Prepayment Premiums and such Class P Reserve Fund, and all ownership interests
      of such Holders in and to such distributions, shall be as set forth in this
      Agreement

     

    (m) REMIC
      1-AX shall consist of all of the assets of the Trust Fund relating to Pool
      1
      (other than (i) the Lower Tier Interests, (ii) the grantor trusts described
      in
      Section 10.01 hereof, (iii) the Pool 1 Basis Risk Reserve Fund, (iv) the rights
      to receive Prepayment Premiums distributable to the Class 1-AP Certificates
      and
      the Class P Reserve Funds, (v) the Class 1-X Account, (vi) the assets of the
      Grantor Trusts established pursuant to Section 5.02(r) and (vii) the right
      to
      receive FPD Premiums and EPD Premiums. The REMIC 1-AX Regular Interests shall
      be
      designated as the regular interests in REMIC 1-AX, and the Class LT1AX-R
      Interest shall be designated as the sole class of residual interest in REMIC
      1-AX. Each of the REMIC 1-AX Regular Interests shall have the characteristics
      set forth in the Preliminary Statement.

     

    


    
      
        
          
          

        

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

     

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

     

    The
      SWAP
      II REMIC shall consist of all of the assets of the Trust Fund relating to Pool
      2
      (other than (i) the Pool 2 Swap Agreement and the Pool 2 Supplemental Interest
      Trust, (ii) the Pool 2 Interest Rate Cap Agreement and the Pool 2 Interest
      Rate
      Cap Account, (iii) the Lower Tier Interests, (iv) the grantor trusts described
      in Section 10.01 hereof, (v) the Pool 2 Basis Risk Reserve Fund, (iv) the rights
      to receive Prepayment Premiums distributable to the Class 2-AP Certificates
      and
      the Class P Reserve Funds and (v) the 2-X Component Account. The SWAP II REMIC
      Regular Interests shall be designated as the regular interests in the SWAP
      II
      REMIC, and the Class SWII-R Interest shall be designated as the sole class
      of
      residual interest in the SWAP II REMIC. Each of the SWAP II REMIC Regular
      Interests shall have the characteristics set forth in the Preliminary
      Statement.

     

    REMIC
      II-1 shall consist of the SWAP II REMIC Regular Interests. The REMIC II-1
      Regular Interests shall be designated as the regular interests in REMIC II-1,
      and the Class LTII1-R Interest shall be designated as the sole class of residual
      interest in REMIC II-1. Each of the REMIC II-1 Regular Interests shall have
      the
      characteristics set forth in the Preliminary Statement.

     

    The
      assets of REMIC II-2 shall be the REMIC II-1 Regular Interests. The REMIC II-2
      Regular Interests shall be designated as the regular interests in REMIC II-2
      and
      the Class LTII2-R Interest shall be designated as the sole class of residual
      interest in REMIC II-2. Each of the REMIC II-2 Regular Interests shall have
      the
      characteristics set forth in the Preliminary Statement.

     

    The
      assets of REMIC II-3 shall be the REMIC II-2 Regular Interests. The REMIC II-3
      Regular Interests shall be designated as the regular interests in REMIC II-3
      and
      the Residual II Interest shall be designated as the sole class of residual
      interest in REMIC II-3. For federal income tax purposes, the interest rate
      on
      each REMIC II-3 Regular Interest (other than the Uncertificated Class 2-X
      Interest, other than the Class LTII3-2AX Interest and other than the Class
      LTII3-IO Interest) shall be subject to a cap equal to the REMIC Pass-Through
      Rate.

     

    The
      SWAP
      III REMIC shall consist of all of the assets of the Trust Fund related to Pool
      3
      (other than (i) the Pool 3 Swap Agreement and the Pool 3 Supplemental Interest
      Trust, (ii) the Pool 3 Interest Rate Cap Agreement and the Pool 3 Interest
      Rate
      Cap Account, (iii) the Lower Tier Interests, (iv) the grantor trusts described
      in Section 10.01 hereof, (v) the Pool 3 Basis Risk Reserve Fund, (vi) the rights
      to receive Prepayment Premiums distributable to the Class 3-AP Certificates
      and
      the Class P Reserve Funds and (vii) the 3-X Component Account. The SWAP III
      REMIC Regular Interests shall be designated as the regular interests in the
      SWAP
      III REMIC, and the Class SWIII-R Interest shall be designated as the sole class
      of residual interest in the SWAP III REMIC. Each of the SWAP III REMIC Regular
      Interests shall have the characteristics set forth in the Preliminary
      Statement.

     

    


    
      
        
          
          

        

        
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    REMIC
      III-1 shall consist of the SWAP III REMIC Regular Interests. The REMIC III-1
      Regular Interests shall be designated as the regular interests in REMIC III-1,
      and the Class LTIII1-R Interest shall be designated as the sole class of
      residual interest in REMIC III-1. Each of the REMIC III-1 Regular Interests
      shall have the characteristics set forth in the Preliminary
      Statement.

     

    The
      assets of REMIC III-2 shall be the REMIC III-1 Regular Interests. The REMIC
      III-2 Regular Interests shall be designated as the regular interests in REMIC
      III-2 and the Residual III Interest shall be designated as the sole class of
      residual interest in REMIC III-2. For federal income tax purposes, the interest
      rate on each REMIC III-2 Regular Interest (other than the Uncertificated Class
      3-X Interest and other than the Class LTIII2-IO Interest) shall be subject
      to a
      cap equal to the REMIC Pass-Through Rate.

     

    The
      beneficial ownership of the Class LT1AX-R Interest, the Class LTI1-R Interest,
      the Residual I Interest, the Class SWII-R Interest, the Class LTII1-R Interest,
      the Class LTII2-R Interest, the Residual II Interest, the SWIII-R Interest,
      the
      Class LTIII1-R Interest and the Residual III Interest shall be represented
      by
      the Class R Certificate. None of any such interests shall have a principal
      balance or bear interest.

     

    (n) It
      is intended that the rights of each Class of LIBOR Certificates that are Pool
      1
      Certificates to receive payments in respect of Excess Interest shall be treated
      as a right in interest rate cap contracts written by the holders of the Class
      1-X Certificates in favor of the holders of each Class of the LIBOR Certificates
      that are Pool 1 Certificates and such shall be accounted for as property held
      separate and apart from the regular interests in REMIC I-2 held by the holders
      of the LIBOR Certificates that are Pool 1 Certificates. This provision is
      intended to satisfy the requirements of Treasury Regulations Section 1.860G-2(i)
      for the treatment of property rights coupled with REMIC interests to be
      separately respected and shall be interpreted consistently with such regulation.
      On each Distribution Date, to the extent that any of the LIBOR Certificates
      that
      are Pool 1 Certificates receive payments in respect of Excess Interest, such
      amounts, to the extent not derived from payments in respect of Class 1-X
      Shortfalls as set forth in Section 10.01(p) or payments in respect of Class
      I-I
      Shortfalls, will be treated as distributed by REMIC I-2 to the Class 1-X
      Certificates in respect of the Uncertificated Class 1-X Interest pro
      rata
      and then paid to the relevant Class of LIBOR Certificates that are Pool 1
      Certificates pursuant to the related interest cap agreement. The Trustee is
      hereby directed to perform its duties and obligations in accordance with this
      Section 10.01(n).

     

    It
      is intended that the beneficial owners of the LIBOR Certificates that are Pool
      1
      Senior Certificates shall be treated as having entered into a notional principal
      contract with respect to the beneficial owners of the Class 1-X Certificates.
      Pursuant to each such notional principal contract, all beneficial owners of
      the
      LIBOR Certificates that are Pool 1 Senior Certificates shall be treated as
      having agreed to pay, on each Distribution Date, to the beneficial owners of
      the
      Class 1-X Certificates an aggregate amount equal to the excess, if any, of
      (i)
      the amount payable on such Distribution Date on the Related REMIC I-2 Interest
      corresponding to such Class of Pool 1 Senior Certificates over (ii) the amount
      payable on such Class of Pool 1 Senior Certificates on such Distribution Date
      (such excess, a “Class I-I Shortfall”). A Class I-I Shortfall shall be allocated
      to each Class of LIBOR Certificates that are Pool 1 Senior Certificates to
      the
      extent that interest accrued on such Class for the related Accrual Period at
      the
      Certificate Interest Rate for a Class, computed by substituting “REMIC
      Pass-Through Rate” for the Pool 1 Net Funds Cap set forth in the definition
      thereof, exceeds the amount of interest payable on such Certificate for the
      related Accrual Period. A Class I-I Shortfall payable from principal collections
      shall be allocated to the most subordinate Class of LIBOR Certificates that
      are
      Pool 1 Senior Certificates with an outstanding principal balance to the extent
      of such balance. In addition, pursuant to such notional principal contract,
      the
      beneficial owner of the Class 1-X Certificates shall be treated as having agreed
      to make payments in respect of Excess Interest to the beneficial holders of
      the
      LIBOR Certificates that are Pool 1 Certificates in accordance with the terms
      of
      this Agreement. Any payments to the LIBOR Certificates that are Pool 1
      Certificates in light of the foregoing shall not be payments with respect to
      a
“regular interest” in a REMIC within the meaning of Code Section 860G(a)(1).
      However, any payment by beneficial owners of LIBOR Certificates that are Pool
      1
      Senior Certificates of a Class I-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 REMIC I-2 and as having been paid by such beneficial
      owners to the Class 1-X Certificates pursuant to the notional principal
      contract. Thus, each LIBOR Certificate that is a Pool 1 Certificate and each
      Class 1-X Certificate shall be treated as representing not only ownership of
      regular interests in REMIC I-2, but also ownership of an interest in (and,
      in
      the case of LIBOR Certificates that are Pool 1 Senior Certificates, obligations
      with respect to) a notional principal contract.

     

    


    
      
        
          
          

        

        
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    It
      is intended that the rights of each Class of LIBOR Certificates that are Pool
      2
      Certificates (other than the Class 2-M7 and Class 2-M8 Certificates) to receive
      payments in respect of Excess Interest shall be treated as a right in interest
      rate cap contracts written by the holders of the Class 2-X Certificates in
      favor
      of the holders of each Class of the LIBOR Certificates that are Pool 2
      Certificates (other than the Class 2-M7 and Class 2-M8 Certificates) and such
      shall be accounted for as property held separate and apart from the regular
      interests in REMIC II-3 held by the holders of the LIBOR Certificates that
      are
      Pool 2 Certificates (other than the Class 2-M7 and Class 2-M8 Certificates).
      This provision is intended to satisfy the requirements of Treasury Regulations
      Section 1.860G-2(i) for the treatment of property rights coupled with REMIC
      interests to be separately respected and shall be interpreted consistently
      with
      such regulation. On each Distribution Date, to the extent that any of the LIBOR
      Certificates that are Pool 2 Certificates (other than the Class 2-M7 and Class
      2-M8 Certificates) receive payments in respect of Excess Interest, such amounts,
      to the extent not derived from payments on the Pool 2 Interest Rate Cap
      Agreement, from payments on the Pool 2 Swap Agreement, payments in respect
      of
      Class I-II Shortfalls or from payments in respect of Class 2-X Shortfalls as
      set
      forth in Section 10.01(p), will be treated as distributed by REMIC II-3 to
      the
      Class 2-X Certificates in respect of the Uncertificated Class 2-X Interest
      pro
      rata
      and then paid to the relevant Class of LIBOR Certificates that are Pool 2
      Certificates (other than the Class 2-M7 and Class 2-M8 Certificates) pursuant
      to
      the related interest cap agreement. The Trustee is hereby directed to perform
      its duties and obligations in accordance with this Section
      10.01(n).

     

     

    


    
      
        
          
          

        

        
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    It
      is intended that the beneficial owners of the Pool 2 Certificates shall be
      treated as having entered into a notional principal contract with respect to
      the
      beneficial owners of the Class 2-X Certificates. Pursuant to each such notional
      principal contract, all beneficial owners of the Pool 2 Certificates shall
      be
      treated as having agreed to pay, on each Distribution Date, to the beneficial
      owners of the Class 2-X Certificates an aggregate amount equal to the excess,
      if
      any, of (i) the amount payable on such Distribution Date on the Related REMIC
      II-3 Interest corresponding to such Class of Pool 2 Certificates over (ii)
      the
      amount payable on such Class of Pool 2 Certificates on such Distribution Date
      (such excess, a “Class I-II Shortfall”). A Class I-II Shortfall shall be
      allocated to (i) each Class of Pool 2 Certificates (other than the Class 2-AX
      Certificates) to the extent that interest accrued on such Class for the related
      Accrual Period at the Certificate Interest Rate for a Class, computed by
      substituting “REMIC Pass-Through Rate” for the Pool 2 Net Funds Cap set forth in
      the definition thereof, exceeds the amount of interest payable on such
      Certificate for the related Accrual Period and (ii) the
      Class
      2-AX Certificates to the extent that interest accrued on the Class LTII3-2AX
      Interest for the related Accrual Period exceeds the amount of interest payable
      on such Class of Certificates.
      A Class I-II Shortfall payable from principal collections shall be allocated
      to
      the most subordinate Class of Pool 2 Certificates with an outstanding principal
      balance to the extent of such balance. In addition, pursuant to such notional
      principal contract, the beneficial owner of the Class 2-X Certificates shall
      be
      treated as having agreed to make payments in respect of Excess Interest to
      the
      beneficial holders of the LIBOR Certificates that are Pool 2 Certificates (other
      than the Class 2-M7 and Class 2-M8 Certificates) in accordance with the terms
      of
      this Agreement. Any payments to the LIBOR Certificates that are Pool 2
      Certificates (other than the Class 2-M7 and Class 2-M8 Certificates) in light
      of
      the foregoing shall not be payments with respect to a “regular interest” in a
      REMIC within the meaning of Code Section 860G(a)(1). However, any payment by
      beneficial owners of Pool 2 Certificates of a Class I-II Shortfall shall be
      treated for tax purposes as having been received by the beneficial owners of
      such Certificates in respect of their interests in REMIC II-3 and as having
      been
      paid by such beneficial owners to the Class 2-X Certificates pursuant to the
      notional principal contract. Thus, each LIBOR Certificate that is a Pool 2
      Certificate (other than the Class 2-M7 and Class 2-M8 Certificates) and each
      Class 2-X Certificate shall be treated as representing not only ownership of
      regular interests in REMIC II-3, but also ownership of an interest in a notional
      principal contract; and each Pool 2 Certificate and each Class 2-X Certificate
      shall be treated as representing not only ownership of regular interests in
      REMIC II-3, but also obligations with respect to a notional principal
      contract.

     

    It
      is
      intended that the rights of each Class of Pool 3 Certificates to receive
      payments in respect of Excess Interest shall be treated as a right in interest
      rate cap contracts written by the holders of the Class 3-X Certificates in
      favor
      of the holders of each Class of the Pool 3 Certificates and such shall be
      accounted for as property held separate and apart from the regular interests
      in
      REMIC III-2 held by the holders of the Pool 3 Certificates. This provision
      is
      intended to satisfy the requirements of Treasury Regulations Section 1.860G-2(i)
      for the treatment of property rights coupled with REMIC interests to be
      separately respected and shall be interpreted consistently with such regulation.
      On each Distribution Date, to the extent that any of the Pool 3 Certificates
      receive payments in respect of Excess Interest, such amounts, to the extent
      not
      derived from payments on the Pool 3 Interest Rate Cap Agreement, from payments
      on the Pool 3 Swap Agreement, from payments in respect of Class I-III Shortfalls
      or from payments in respect of Class 3-X Shortfalls as set forth in Section
      10.01(p), will be treated as distributed by REMIC III-2 to the Class X
      Certificates in respect of the Uncertificated Class 3-X Interest pro
      rata
      and then
      paid to the relevant Class of Pool 3 Certificates pursuant to the related
      interest cap agreement. The Trustee is hereby directed to perform its duties
      and
      obligations in accordance with this Section 10.01(n).

     

    


    
      
        
          
          

        

        
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    It
      is
      intended that the beneficial owners of the Pool 3 Certificates shall be treated
      as having entered into a notional principal contract with respect to the
      beneficial owners of the Class 3-X Certificates. Pursuant to each such notional
      principal contract, all beneficial owners of the Pool 3 Certificates shall
      be
      treated as having agreed to pay, on each Distribution Date, to the beneficial
      owners of the Class 3-X Certificates an aggregate amount equal to the excess,
      if
      any, of (i) the amount payable on such Distribution Date on the Related REMIC
      III-2 Interest corresponding to such Class of Pool 3 Certificates over (ii)
      the
      amount payable on such Class of Pool 3 Certificates on such Distribution Date
      (such excess, a “Class I-III Shortfall”). A Class I-III Shortfall shall be
      allocated to each Class of Pool 3 Certificates to the extent that interest
      accrued on such Class for the related Accrual Period at the Certificate Interest
      Rate for a Class, computed by substituting “REMIC Pass-Through Rate” for the
      Pool 3 Net Funds Cap set forth in the definition thereof, exceeds the amount
      of
      interest payable on such Certificate for the related Accrual Period. A Class
      I-III Shortfall payable from principal collections shall be allocated to the
      most subordinate Class of Pool 3 Certificates with an outstanding principal
      balance to the extent of such balance. In addition, pursuant to such notional
      principal contract, the beneficial owner of the Class 3-X Certificates shall
      be
      treated as having agreed to make payments in respect of Excess Interest to
      the
      beneficial holders of the Pool 3 Certificates in accordance with the terms
      of
      this Agreement. Any payments to the Pool 3 Certificates in light of the
      foregoing shall not be payments with respect to a “regular interest” in a REMIC
      within the meaning of Code Section 860G(a)(1). However, any payment by
      beneficial owners of Pool 3 Certificates of a Class I-III Shortfall shall be
      treated for tax purposes as having been received by the beneficial owners of
      such Certificates in respect of their interests in REMIC III-2 and as having
      been paid by such beneficial owners to the Class 3-X Certificates pursuant
      to
      the notional principal contract. Thus, each Pool 3 Certificate and each Class
      3-X Certificate shall be treated as representing not only ownership of regular
      interests in REMIC III-2, but also ownership of an interest in (and obligations
      with respect to) a notional principal contract.

     

    (o) The
      parties hereto intend that the Uncertificated Class 1-X Interest, the Pool
      1
      Basis Risk Reserve Fund, the right to receive payments in respect of Class
      1-X
      Shortfalls as set forth in Section 10.01(p), the right to receive payments
      in
      respect of Class I-I Shortfalls, the right to receive payments in respect of
      FPD
      Premiums and EPD Premiums with respect to Pool 1 and the obligation of the
      holders of the Class 1-X Certificates to pay amounts of Excess Interest to
      the
      holders of the LIBOR Certificates that are Pool 1 Certificates shall be treated
      as a “grantor trust” under the Code, and the provisions hereof shall be
      interpreted consistently with this intention. In furtherance of such intention,
      the Trustee shall (i) furnish or cause to be furnished to the holders of the
      Class 1-X Certificates information regarding their allocable share, if any,
      of
      the income with respect to such grantor trust, (ii) file or cause to be filed
      with the Internal Revenue Service Form 1041 (together with any necessary
      attachments) and such other forms as may be applicable and (iii) comply with
      such information reporting obligations with respect to payments from such
      grantor trust to the holders of LIBOR Certificates that are Pool 1 Certificates
      and holders of Class 1-X Certificates as may be applicable under the Code.
      The
      Trustee is hereby directed to perform its duties and obligations in accordance
      with this Section 10.01(o).

     

     

    


    
      
        
          
          

        

        
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    The
      parties hereto intend that the Uncertificated Class 2-X Interest, the
      uncertificated Class LTII3-IO Interest, the Pool 2 Interest Rate Cap Agreement,
      the Pool 2 Swap Agreement, the Pool 2 Supplemental Interest Trust, the right
      to
      receive payments in respect of Class I-II Shortfalls from the holders of the
      Pool 2 Certificates, the Pool 2 Basis Risk Reserve Fund, the right to receive
      payments in respect of Class 2-X Shortfalls as set forth in Section 10.01(p)
      and
      the obligation of the holders of the Class 2-X Certificates to pay amounts
      of
      Excess Interest to the holders of the LIBOR Certificates that are Pool 2
      Certificates (other than the Class 2-M7 and Class 2-M8 Certificates) shall
      be
      treated as a “grantor trust” under the Code, and the provisions hereof shall be
      interpreted consistently with this intention. In furtherance of such intention,
      the Trustee shall (i) furnish or cause to be furnished to the holders of the
      Class 2-X Certificates information regarding their allocable share, if any,
      of
      the income with respect to such grantor trust, (ii) file or cause to be filed
      with the Internal Revenue Service Form 1041 (together with any necessary
      attachments) and such other forms as may be applicable and (iii) comply with
      such information reporting obligations with respect to payments from such
      grantor trust to the holders of LIBOR Certificates that are Pool 2 Certificates
      (other than the Class 2-M7 and Class 2-M8 Certificates) and Class 2-X
      Certificates as may be applicable under the Code. The Trustee is hereby directed
      to perform its duties and obligations in accordance with this Section
      10.01(o).

     

    The
      parties intend that all amounts paid to the Swap Counterparty under the Pool
      2
      Swap Agreement shall be deemed for federal income tax purposes to be paid by
      the
      Class 2-X Certificates first,
      out of funds deemed received in respect of the Class LTII3-IO Interest,
second,
      out of funds deemed received in respect of the Uncertificated Class 2-X Interest
      and third,
      out of funds deemed received in respect of Class I-II Shortfalls described
      in
      Section 10.01(n), and the provisions hereof shall be interpreted consistently
      with this intention.

     

    The
      Pool 2 Supplemental Interest Trust shall be an “outside reserve fund” for
      federal income tax purposes and not an asset of any REMIC. Furthermore, the
      Holders of the Class 2-X Certificates shall be the beneficial owners of the
      Pool
      2 Supplemental Interest Trust for all federal income tax purposes, and shall
      be
      taxable on all income earned thereon.

     

    The
      parties hereto intend that the Uncertificated Class 3-X Interest, the
      uncertificated Class LTIII2-IO Interest, the Pool 3 Interest Rate Cap Agreement,
      the Pool 3 Swap Agreement, the Pool 3 Supplemental Interest Trust, the right
      to
      receive payments in respect of Class I-III Shortfalls from the holders of the
      Pool 3 Certificates, the Pool 3 Basis Risk Reserve Fund, the right to receive
      payments in respect of Class 3-X Shortfalls as set forth in Section 10.01(p)
      and
      the obligation of the holders of the Class 3-X Certificates to pay amounts
      of
      Excess Interest to the holders of the Pool 3 Certificates shall be treated
      as a
“grantor trust” under the Code, and the provisions hereof shall be interpreted
      consistently with this intention. In furtherance of such intention, the Trustee
      shall (i) furnish or cause to be furnished to the holders of the Class 3-X
      Certificates information regarding their allocable share, if any, of the income
      with respect to such grantor trust, (ii) file or cause to be filed with the
      Internal Revenue Service Form 1041 (together with any necessary attachments)
      and
      such other forms as may be applicable and (iii) comply with such information
      reporting obligations with respect to payments from such grantor trust to the
      holders of Pool 3 Certificates and Class 3-X Certificates as may be applicable
      under the Code. The Trustee is hereby directed to perform its duties and
      obligations in accordance with this Section 10.01(o).

     

    


    
      
        
          
          

        

        
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    The
      parties intend that all amounts paid to the Swap Counterparty under the Pool
      3
      Swap Agreement shall be deemed for federal income tax purposes to be paid by
      the
      Class 3-X Certificates first,
      out of
      funds deemed received in respect of the Class LTIII2-IO Interest, second,
      out of
      funds deemed received in respect of the Uncertificated Class 3-X Interest and
      third,
      out of
      funds deemed received in respect of Class I-III Shortfalls described in Section
      10.01(n), and the provisions hereof shall be interpreted consistently with
      this
      intention.

     

    The
      Pool
      3 Supplemental Interest Trust shall be an “outside reserve fund” for federal
      income tax purposes and not an asset of any REMIC. Furthermore, the Holders
      of
      the Class 3-X Certificates shall be the beneficial owners of the Pool 3
      Supplemental Interest Trust for all federal income tax purposes, and shall
      be
      taxable on all income earned thereon.

     

    (p) The
      excess, if any, of amounts payable with respect to the REMIC regular interests
      held by REMIC I-2 over the amounts payable with respect to the REMIC I-2 Regular
      Interests with respect to each Accrual Period shall, solely for purposes of
      the
      REMIC Provisions, be deemed earned by the Master Servicer as an additional
      fee,
      which amount shall be deemed paid by the Master Servicer to the holders of
      the
      Class 1-X Certificates. It is intended that the rights of the holders of the
      Class 1-X Certificates to receive such deemed payments (“Class 1-X Shortfalls”)
      shall be treated as rights in respect of an interest rate cap contract written
      by the Master Servicer in favor of the holders of the Class 1-X Certificates
      and
      shall be accounted for as property separate and apart from the REMIC regular
      interest represented by the Class 1-X Certificates. This provision is intended
      to comply with the requirements of Treasury Regulations Section 1.860G-2(i)
      for
      the treatment of property rights coupled with regular interests to be separately
      respected and shall be interpreted consistently with such regulation. The
      holders of the Class 1-X Certificates agree by their acceptance of such
      Certificates, that they will take tax reporting positions that allocate no
      more
      than a nominal value to the right to receive deemed payments in respect of
      Class
      1-X Shortfalls. The Master Servicer and Trustee shall agree to take tax
      reporting positions consistent with the allocations by the holders of the Class
      1-X Certificates of no more than a nominal value to the right to receive deemed
      payments in respect of Class 1-X Shortfalls. For information reporting purposes,
      it will be assumed that such rights have no value. Each payment deemed made
      to
      the Class 1-X Certificates in respect of Class 1-X Shortfalls shall be treated
      for federal income tax purposes or having been paid to the Master Servicer
      as an
      additional servicing fee and then paid by the Master Servicer to the Holders
      of
      the Class 1-X Certificates. The Trustee and Master Servicer agree and each
      holder or beneficial owner of a Class 1-X Certificate agrees, by virtue of
      its
      acquisition of such Certificate or beneficial interest, to adopt tax reporting
      positions consistent with the payments deemed made to the Class 1-X Certificates
      in respect of Class 1-X Shortfalls as payments in respect of interest rate
      cap
      agreements written by the Master Servicer. The Trustee is hereby directed to
      perform its duties and obligations in accordance with this Section
      10.01(p).

     

    The
      excess, if any, of amounts payable with respect to the REMIC regular interests
      held by REMIC II-2 over the amounts payable with respect to the REMIC II-2
      Regular Interests with respect to each Accrual Period shall, solely for purposes
      of the REMIC Provisions, be deemed earned by the Master Servicer as an
      additional fee, which amount shall be deemed paid by the Master Servicer to
      the
      holders of the Class 2-X Certificates. It is intended that the rights of the
      holders of the Class 2-X Certificates to receive such deemed payments (“Class
      2-X Shortfalls”) shall be treated as rights in respect of an interest rate cap
      contract written by the Master Servicer in favor of the holders of the Class
      2-X
      Certificates and shall be accounted for as property separate and apart from
      the
      REMIC regular interests represented by the Class 2-X Certificates. This
      provision is intended to comply with the requirements of Treasury Regulations
      Section 1.860G-2(i) for the treatment of property rights coupled with regular
      interests to be separately respected and shall be interpreted consistently
      with
      such regulation. The holders of the Class 2-X Certificates agree by their
      acceptance of such Certificates, that they will take tax reporting positions
      that allocate no more than a nominal value to the right to receive deemed
      payments in respect of Class 2-X Shortfalls. The Master Servicer and Trustee
      shall agree to take tax reporting positions consistent with the allocations
      by
      the holders of the Class 2-X Certificates of no more than a nominal value to
      the
      right to receive deemed payments in respect of Class 2-X Shortfalls. For
      information reporting purposes, it will be assumed that such rights have no
      value. Each payment deemed made to the Class 2-X Certificates in respect of
      Class 2-X Shortfalls shall be treated for federal income tax purposes or having
      been paid to the Master Servicer as an additional servicing fee and then paid
      by
      the Master Servicer to the Holders of the Class 2-X Certificates. The Trustee
      and Master Servicer agree and each holder or beneficial owner of a Class 2-X
      Certificate agrees, by virtue of its acquisition of such Certificate or
      beneficial interest, to adopt tax reporting positions consistent with the
      payments deemed made to the Class 2-X Certificates in respect of Class 2-X
      Shortfalls as payments in respect of interest rate cap agreements written by
      the
      Master Servicer. The Trustee is hereby directed to perform its duties and
      obligations in accordance with this Section 10.01(p).

     

    


    
      
        
          
          

        

        
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    The
      excess, if any, of amounts payable with respect to the REMIC regular interests
      held by REMIC III-2 over the amounts payable with respect to the REMIC III-2
      Regular Interests with respect to each Accrual Period shall, solely for purposes
      of the REMIC Provisions, be deemed earned by the Master Servicer as an
      additional fee, which amount shall be deemed paid by the Master Servicer to
      the
      holders of the Class 3-X Certificates. It is intended that the rights of the
      holders of the Class 3-X Certificates to receive such deemed payments (“Class
      3-X Shortfalls”) shall be treated as rights in respect of an interest rate cap
      contract written by the Master Servicer in favor of the holders of the Class
      3-X
      Certificates and shall be accounted for as property separate and apart from
      the
      REMIC regular interests represented by the Class 3-X Certificates. This
      provision is intended to comply with the requirements of Treasury Regulations
      Section 1.860G-2(i) for the treatment of property rights coupled with regular
      interests to be separately respected and shall be interpreted consistently
      with
      such regulation. The holders of the Class 3-X Certificates agree by their
      acceptance of such Certificates, that they will take tax reporting positions
      that allocate no more than a nominal value to the right to receive deemed
      payments in respect of Class 3-X Shortfalls. The Master Servicer and Trustee
      shall agree to take tax reporting positions consistent with the allocations
      by
      the holders of the Class 3-X Certificates of no more than a nominal value to
      the
      right to receive deemed payments in respect of Class 3-X Shortfalls. For
      information reporting purposes, it will be assumed that such rights have no
      value. Each payment deemed made to the Class 3-X Certificates in respect of
      Class 3-X Shortfalls shall be treated for federal income tax purposes or having
      been paid to the Master Servicer as an additional servicing fee and then paid
      by
      the Master Servicer to the Holders of the Class 3-X Certificates. The Trustee
      and Master Servicer agree and each holder or beneficial owner of a Class 3-X
      Certificate agrees, by virtue of its acquisition of such Certificate or
      beneficial interest, to adopt tax reporting positions consistent with the
      payments deemed made to the Class 3-X Certificates in respect of Class 3-X
      Shortfalls as payments in respect of interest rate cap agreements written by
      the
      Master Servicer. The Trustee is hereby directed to perform its duties and
      obligations in accordance with this Section 10.01(p). 

     

    


    
      
        
          
          

        

        
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    (q) Payments
      in the nature of expenses, reimbursements and indemnifications made from the
      Trust Fund shall be allocated and limited to collections or other recoveries
      on
      the related Mortgage Pool or Mortgage Pools (if applicable) and shall be
      accounted for in such manner.

     

    (r) The
      Trustee shall treat the Class 1-X Account as an outside reserve fund within
      the
      meaning of Treasury Regulation 1.860G-2(h) that is owned by the Holder of the
      Class 1-C Certificates and that is not an asset of any REMIC. 

     

    The
      Trustee shall treat the 2-X Component 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 2-C Certificates and that is not an asset of any REMIC.

     

    The
      Trustee shall treat the 3-X Component 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 3-C Certificates and that is not an asset of any REMIC.

     

    (s) REMIC
      1-AX:
      On each
      Distribution Date, the Trustee shall first pay or charge as an expense of REMIC
      1-AX all expenses of the Trust Fund related to Pool 1 for such Distribution
      Date. All payments of principal and interest at the Net Mortgage Rate on each
      of
      the Mortgage Loans received with respect to the Mortgage Loans in Pool 1 shall
      be paid to the REMIC 1-AX Regular Interests until the principal balance of
      all
      such interests have been reduced to zero and any losses allocated to such
      interests have been reimbursed. Any excess amounts shall be distributed to
      the
      Class LT1AX-R Interest.

     

    On
      each
      Distribution Date, (i) payments and allocations shall be made in respect of
      the
      Class LT1AX-40%1AX Interest in the amounts necessary so that its principal
      amount equals 40% of the aggregate principal amounts of the Pool 1 Senior
      Certificates (other than the Class 1-AX Certificates) after giving effect to
      distributions and allocations on such Distribution Date and (ii) payments and
      allocations shall be made in respect of the Class LT1AX-10%1AX Interest in
      the
      amounts necessary so that its principal amount equals 10% of the aggregate
      principal amounts of the Pool 1 Senior Certificates (other than the Class 1-AX
      Certificates) after giving effect to distributions and allocations on such
      Distribution Date. All remaining amounts with respect to Pool 1 shall be paid
      and allocated in respect of the Class LT1AX-1Z Interest.

     

    REMIC
      I-1:
      All
      payments received by REMIC I-1 shall be paid to the REMIC I-1 Regular Interests
      until the principal balance of all such interests have been reduced to zero
      and
      any losses allocated to such interests have been reimbursed. Any excess amounts
      shall be distributed to the Class LTI1-R Interest. 

     

    On
      each
      Distribution Date, distributions shall be made in respect of the Class
      LTI1-1AX
      Interest in an amount equal to the amount of any distributions made to the
      Class
      1-AX Certificates for such Distribution Date. Then, from all remaining amounts
      related to Pool 1 to be paid and allocated on each Distribution
      Date,

     

    


    
      
        
          
          

        

        
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    (i) interest
      shortfalls with respect to the Pool 1 Mortgage Loans (other than interest
      shortfalls attributable to Negative Amortization) shall be allocated to the
      REMIC I-1 Regular Interests (other than the Class LTI1-1AX Interest)
pro
      rata
      based on
      the interest otherwise accrued thereon;

     

    (ii) the
      principal balance of each REMIC I-1 Regular Interest (other than the Class
      LTI1-1AX Interest) shall be increased by the amount of interest accrued thereon
      (net of interest shortfalls allocated thereto pursuant to the immediately
      preceding clause (i));

     

    (iii) the
      remaining cash received by REMIC I-1 with respect to the Pool 1 Mortgage Loans
      shall be distributed to, and losses with respect to the Pool 1 Mortgage Loans
      shall be allocated as follows:

     

    (A) to
      the
      Class LTI1-1M9 Interest in reduction of its principal balance so that its
      principal balance is as close as possible to 50% of the principal balance of
      its
      Corresponding Class;

     

    (B) to
      the
      Class LTI1-1M8 Interest in reduction of its principal balance so that its
      principal balance is as close as possible to 50% of the principal balance of
      its
      Corresponding Class;

     

    (C) to
      the
      Class LTI1-1M7 Interest in reduction of its principal balance so that its
      principal balance is as close as possible to 50% of the principal balance of
      its
      Corresponding Class;

     

    (D) to
      the
      Class LTI1-1M6 Interest in reduction of its principal balance so that its
      principal balance is as close as possible to 50% of the principal balance of
      its
      Corresponding Class;

     

    (E) to
      the
      Class LTI1-1M5 Interest in reduction of its principal balance so that its
      principal balance is as close as possible to 50% of the principal balance of
      its
      Corresponding Class;

     

    (F) to
      the
      Class LTI1-1M4 Interest in reduction of its principal balance so that its
      principal balance is as close as possible to 50% of the principal balance of
      its
      Corresponding Class;

     

    (G) to
      the
      Class LTI1-1M3 Interest in reduction of its principal balance so that its
      principal balance is as close as possible to 50% of the principal balance of
      its
      Corresponding Class;

     

    (H) to
      the
      Class LTI1-1M2 Interest in reduction of its principal balance so that its
      principal balance is as close as possible to 50% of the principal balance of
      its
      Corresponding Class;

     

    


    
      
        
          
          

        

        
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    (I) to
      the
      Class LTI1-1M1 Interest in reduction of its principal balance so that its
      principal balance is as close as possible to 50% of the principal balance of
      its
      Corresponding Class;

     

    (J) to
      the
      Class LTI1-1A3B Interest in reduction of its principal balance so that its
      principal balance is as close as possible to 50% of the principal balance of
      its
      Corresponding Class;

     

    (K) to
      the
      Class LTI1-1A3A Interest in reduction of its principal balance so that its
      principal balance is as close as possible to 50% of the principal balance of
      its
      Corresponding Class;

     

    (L) to
      the
      Class LTI1-1A2 Interest in reduction of its principal balance so that its
      principal balance is as close as possible to 50% of the principal balance of
      its
      Corresponding Class;

     

    (M) to
      the
      Class LTI1-1A1 Interest in reduction of its principal balance so that its
      principal balance is as close as possible to 50% of the principal balance of
      its
      Corresponding Class; and

     

    (N) to
      the
      Class LTI1-X Interest in reduction of its principal balance so that its
      principal balance is as close as possible to the sum of (x) 50% of the aggregate
      Scheduled Principal Balance of the Pool 1 Mortgage Loans and (y) 50% of the
      Pool
      1 Overcollateralization Amount.

     

    If
      on any
      Distribution Date there is an increase in the Certificate Principal Amount
      of
      any LIBOR Certificate that is a Pool 1 Certificate as a result of the proviso
      in
      the definition of Certificate Principal Amount, then there shall be a
      corresponding increase in the principal amount of the REMIC I-1 Regular
      Interests (other than the Class LTI1-1AX Interest) allocated as
      follows:

     

    first,
      to each
      of the REMIC I-1 Marker Classes so that the principal balance of each such
      interest is as close as possible to 50% of the principal balance of its
      Corresponding Class; and

     

    second,
      to the
      Class LTI1-X Interest so that the principal balance of such interest is as
      close
      as possible to the sum of (x) 50% of the aggregate Scheduled Principal Balance
      of the Pool 1 Mortgage Loans and (y) 50% of the Pool 1 Overcollateralization
      Amount.

     

    (t) The
      SWAP II REMIC:
      On each
      Distribution Date, the Trustee shall first pay or charge as an expense of the
      SWAP II REMIC all expenses of the Trust Fund relating to Pool 2 for such
      Distribution Date, other than any Pool 2 Net Swap Payment or Pool 2 Swap
      Termination Payment required to be made from the Trust Fund.

     

    On
      each
      Distribution Date the Trustee shall distribute the aggregate Interest Remittance
      Amount for Pool 2 (net of expenses described in the preceding paragraph) with
      respect to each of the SWAP II REMIC Regular Interests based on the interest
      rates for such interests set forth in the Preliminary Statement
      hereto.

     

    


    
      
        
          
          

        

        
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    On
      each
      Distribution Date, the Trustee shall distribute the aggregate Principal
      Remittance Amount with respect to Pool 2 with respect to the SWAP II REMIC
      Regular Interests, first to the Class SWII-Z Interest until its principal
      balance is reduced to zero, and then sequentially, to the other SWAP II REMIC
      Regular Interests in ascending order of their numerical Class designation,
      and,
      with respect to each pair of Classes having the same numerical designation,
      in
      equal amounts to each such Class, until the principal balance of each such
      Class
      is reduced to zero. All losses on the Mortgage Loans in Pool 2 shall be
      allocated among the SWAP II REMIC Regular Interests in the same manner that
      principal distributions are allocated. Increases in principal amount as a result
      of Subsequent Recoveries with respect to the Mortgage Loans in Pool 2 shall
      be
      allocated among the SWAP II REMIC Regular Interests in the reverse fashion
      from
      the manner in which losses are allocated. Increases in principal amount as
      a
      result of Net Negative Amortization with respect to the Mortgage Loans in Pool
      2
      for any Distribution Date shall be allocated among the SWAP II REMIC Regular
      Interests, first to the Class SWII-Z Interest up to an amount equal to the
      accrued interest thereon for such Distribution Date, and then sequentially,
      to
      the other SWAP II REMIC Regular Interests in ascending order of their numerical
      Class designation, and, with respect to each pair of Classes having the same
      numerical designation, in equal amounts to each such Class, up to an amount
      equal to the accrued interest thereon for such Distribution Date. Any amounts
      remaining in the SWAP II REMIC after the aforementioned distributions shall
      be
      distributed to the Class SWII-R Interest.

     

    REMIC
      II-1:
      All
      payments received by REMIC II-1 with respect to the SWAP II REMIC Regular
      Interests shall be paid to the REMIC II-1 Regular Interests until the principal
      balance of all such interests have been reduced to zero and any losses allocated
      to such interests have been reimbursed. Any excess amounts shall be distributed
      to the Class LTII1-R Interest.

     

    On
      each
      Distribution Date,

     

    (i) interest
      shortfalls with respect to the Mortgage Loans in Pool 2 (other than interest
      shortfalls attributable to Negative Amortization) shall be allocated to the
      REMIC II-1 Regular Interests (other than the Class LTII1-IO Interest)
pro
      rata
      based on
      the interest otherwise accrued thereon;

     

    (ii) the
      principal balance of each REMIC II-1 Regular Interest shall be increased by
      the
      amount of interest accrued thereon (net of interest shortfalls allocated thereto
      pursuant to the immediately preceding clause (i));

     

    (iii) cash
      received by REMIC II-1 with respect to the SWAP II REMIC Regular Interests
      shall
      be distributed first to the Class LTII1-IO Interest in reduction of its
      principal balance so that its principal balance is as close as possible to
      zero.
      Any remaining cash shall be distributed to, and losses with respect to the
      Pool
      2 Mortgage Loans shall be allocated:

     

    first,
      to the
      Class LTII1-2M8 Interest in reduction of its principal balance so that its
      principal balance is as close as possible to 50% of the principal balance of
      its
      Corresponding Class;

     

    


    
      
        
          
          

        

        
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    second,
      to the
      Class LTII1-2M7 Interest in reduction of its principal balance so that its
      principal balance is as close as possible to 50% of the principal balance of
      its
      Corresponding Class;

     

    third,
      to the
      Class LTII1-2M6 Interest in reduction of its principal balance so that its
      principal balance is as close as possible to 50% of the principal balance of
      its
      Corresponding Class;

     

    fourth,
      to the
      Class LTII1-2M5 Interest in reduction of its principal balance so that its
      principal balance is as close as possible to 50% of the principal balance of
      its
      Corresponding Class;

     

    fifth,
      to the
      Class LTII1-2M4 Interest in reduction of its principal balance so that its
      principal balance is as close as possible to 50% of the principal balance of
      its
      Corresponding Class;

     

    sixth,
      to the
      Class LTII1-2M3 Interest in reduction of its principal balance so that its
      principal balance is as close as possible to 50% of the principal balance of
      its
      Corresponding Class;

     

    seventh,
      to the
      Class LTII1-2M2 Interest in reduction of its principal balance so that its
      principal balance is as close as possible to 50% of the principal balance of
      its
      Corresponding Class;

     

    eighth,
      to the
      Class LTII1-2M1 Interest in reduction of its principal balance so that its
      principal balance is as close as possible to 50% of the principal balance of
      its
      Corresponding Class;

     

    ninth,
      to the
      Class LTII1-2A3 Interest in reduction of its principal balance so that its
      principal balance is as close as possible to 50% of the principal balance of
      its
      Corresponding Class;

     

    tenth,
      to the
      Class LTII1-2A2 Interest in reduction of its principal balance so that its
      principal balance is as close as possible to 50% of the principal balance of
      its
      Corresponding Class;

     

    eleventh,
      to the
      Class LTII1-2A1 Interest in reduction of its principal balance so that its
      principal balance is as close as possible to 50% of the principal balance of
      its
      Corresponding Class; and

     

    twelfth,
      to the
      Class LTII1-X Interest in reduction of its principal balance so that its
      principal balance is as close as possible to the sum of (x) 50% of the aggregate
      Scheduled Principal Balance of the Mortgage Loans in Pool 2 and (y) 50% of
      the
      Pool 2 Overcollateralization Amount.

     

    If
      on any
      Distribution Date there is an increase in the Certificate Principal Amount
      of
      any LIBOR Certificate that is a Pool 2 Certificate as a result of the proviso
      in
      the definition of Certificate Principal Amount, then there shall be a
      corresponding increase in the principal amount of the REMIC II-1 Regular
      Interests (other than the Class LTII1-IO Interest) allocated as
      follows:

     

    


    
      
        
          
          

        

        
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    first,
      to each
      of the REMIC II-1 Regular Interests (other than the Class LTII1-X Interest
      and
      other than the Class LTII1-IO Interest) so that the principal balance of each
      such interest is as close as possible to 50% of the principal balance of its
      Corresponding Class; and

     

    second,
      to the
      Class LTII1-X Interest so that the principal balance of such interest is as
      close as possible to the sum of (x) 50% of the aggregate Scheduled Principal
      Balance of the Mortgage Loans in Pool 2 and (y) 50% of the Pool 2
      Overcollateralization Amount.

     

    REMIC
      II-2:
      All
      payments received by REMIC II-2 with respect to the REMIC II-1 Regular Interests
      shall be paid to the REMIC II-2 Regular Interests until the principal balance
      of
      all such interests have been reduced to zero and any losses allocated to such
      interests have been reimbursed. Any excess amounts shall be distributed to
      the
      Class LTII2-R Interest. 

     

    On
      each
      Distribution Date,

     

    (i) interest
      shortfalls with respect to the Mortgage Loans in Pool 2 (other than interest
      shortfalls attributable to Negative Amortization) shall be allocated to the
      REMIC II-2 Regular Interests (other than the Class LTII2-IO Interest) pro rata
      based on interest otherwise accrued thereon;

     

    (ii) the
      principal balance of each REMIC II-2 Regular Interest shall be increased by
      the
      amount of interest accrued thereon (net of interest shortfalls allocated thereto
      pursuant to the immediately preceding clause (i));

     

    (iii) cash
      received by REMIC II-2 with respect to the REMIC II-1 Regular Interests shall
      be
      distributed first to the Class LTII2-IO Interest in reduction of its principal
      balance so that its principal balance is as close as possible to zero. Any
      remaining cash shall be distributed to, and losses with respect to the Mortgage
      Loans in Pool 2 shall be allocated, first, to each of the other classes of
      REMIC
      II-2 Regular Interests (other than the Class LTII2-X Interest), in reduction
      of
      its principal balance so that its principal balance is a close as possible
      to
      the principal balance of its Related Certificates, and second, to the Class
      LTII2-X Interest in reduction of its principal balance so that its principal
      balance is as close as possible to the Pool 2 Overcollateralization
      Amount.

     

    If
      on any
      Distribution Date there is an increase in the Certificate Principal Amount
      of
      any Pool 2 Certificate as a result of the proviso in the definition of
      Certificate Principal Amount, then there shall be a corresponding increase
      in
      the principal amount of the REMIC II-2 Regular Interests (other than the Class
      LTII2-IO Interest) allocated as follows:

     

    first,
      to each
      of the REMIC II-2 Regular Interests (other than the Class LTII2-X Interest
      and
      other than the Class LTII2-IO Interest) so that the principal balance of each
      such interest is as close as possible to the principal balances of its Related
      Certificates; and

     

    


    
      
        
          
          

        

        
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    second,
      to the
      Class LTII2-X Interest so that the principal balance of such interest is as
      close as possible to the Pool 2 Overcollateralization Amount.

     

    (u) The
      SWAP III REMIC:
      On each
      Distribution Date, the Trustee shall first pay or charge as an expense of the
      SWAP III REMIC all expenses of the Trust Fund relating to Pool 3 for such
      Distribution Date, other than any Pool 3 Net Swap Payment or Pool 3 Swap
      Termination Payment required to be made from the Trust Fund.

     

    On
      each
      Distribution Date the Trustee shall distribute the aggregate Interest Remittance
      Amount for Pool 3 (net of expenses described in the preceding paragraph) with
      respect to each of the SWAP III REMIC Regular Interests based on the interest
      rates for such interests set forth in the Preliminary Statement
      hereto.

     

    On
      each
      Distribution Date, the Trustee shall distribute the aggregate Principal
      Remittance Amount with respect to Pool 3 with respect to the SWAP III REMIC
      Regular Interests, first to the Class SWIII-Z Interest until its principal
      balance is reduced to zero, and then sequentially, to the other SWAP III REMIC
      Regular Interests in ascending order of their numerical Class designation,
      and,
      with respect to each pair of Classes having the same numerical designation,
      in
      equal amounts to each such Class, until the principal balance of each such
      Class
      is reduced to zero. All losses on the Mortgage Loans in Pool 3 shall be
      allocated among the SWAP III REMIC Regular Interests in the same manner that
      principal distributions are allocated. Increases in principal amount as a result
      of Subsequent Recoveries with respect to the Mortgage Loans in Pool 3 shall
      be
      allocated among the SWAP III REMIC Regular Interests in the reverse fashion
      from
      the manner in which losses are allocated. Increases in principal amount as
      a
      result of Net Negative Amortization with respect to the Mortgage Loans in Pool
      3
      for any Distribution Date shall be allocated among the SWAP III REMIC Regular
      Interests, first to the Class SWIII-Z Interest up to an amount equal to the
      accrued interest thereon for such Distribution Date, and then sequentially,
      to
      the other SWAP III REMIC Regular Interests in ascending order of their numerical
      Class designation, and, with respect to each pair of Classes having the same
      numerical designation, in equal amounts to each such Class, up to an amount
      equal to the accrued interest thereon for such Distribution Date. Any amounts
      remaining in the SWAP III REMIC after the aforementioned distributions shall
      be
      distributed to the Class SWIII-R Interest.

     

    REMIC
      III-1:
      All
      payments received by REMIC III-1 with respect to the SWAP III REMIC Regular
      Interests shall be paid to the REMIC III-1 Regular Interests until the principal
      balance of all such interests have been reduced to zero and any losses allocated
      to such interests have been reimbursed. Any excess amounts shall be distributed
      to the Class LTIII1-R Interest.

     

    On
      each
      Distribution Date,

     

    (i) interest
      shortfalls with respect to the Mortgage Loans in Pool 3 (other than interest
      shortfalls attributable to Negative Amortization) shall be allocated to the
      REMIC III-1 Regular Interests (other than the Class LTIII1-IO Interest)
pro
      rata
      based on
      the interest otherwise accrued thereon;

     

    


    
      
        
          
          

        

        
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    (ii) the
      principal balance of each REMIC III-1 Regular Interest shall be increased by
      the
      amount of interest accrued thereon (net of interest shortfalls allocated thereto
      pursuant to the immediately preceding clause (i));

     

    (iii) cash
      received by REMIC III-1 with respect to the SWAP III REMIC Regular Interests
      shall be distributed first to the Class LTIII1-IO Interest in reduction of
      their
      principal balances so that their principal balances are as close as possible
      to
      zero. Any remaining cash shall be distributed to, and losses with respect to
      the
      Pool 3 Mortgage Loans shall be allocated to:

     

    first,
      to the
      Class LTIII1-3M8 Interest in reduction of its principal balance so that its
      principal balance is as close as possible to 50% of the principal balance of
      its
      Corresponding Class;

     

    second,
      to the
      Class LTIII1-3M7 Interest in reduction of its principal balance so that its
      principal balance is as close as possible to 50% of the principal balance of
      its
      Corresponding Class;

     

    third,
      to the
      Class LTIII1-3M6 Interest in reduction of its principal balance so that its
      principal balance is as close as possible to 50% of the principal balance of
      its
      Corresponding Class;

     

    fourth,
      to the
      Class LTIII1-3M5 Interest in reduction of its principal balance so that its
      principal balance is as close as possible to 50% of the principal balance of
      its
      Corresponding Class;

     

    fifth,
      to the
      Class LTIII1-3M4 Interest in reduction of its principal balance so that its
      principal balance is as close as possible to 50% of the principal balance of
      its
      Corresponding Class;

     

    sixth,
      to the
      Class LTIII1-3M3 Interest in reduction of its principal balance so that its
      principal balance is as close as possible to 50% of the principal balance of
      its
      Corresponding Class;

     

    seventh,
      to the
      Class LTIII1-3M2 Interest in reduction of its principal balance so that its
      principal balance is as close as possible to 50% of the principal balance of
      its
      Corresponding Class;

     

    eighth,
      to the
      Class LTIII1-3M1 Interest in reduction of its principal balance so that its
      principal balance is as close as possible to 50% of the principal balance of
      its
      Corresponding Class;

     

    ninth,
      to the
      Class LTIII1-3A3 Interest in reduction of its principal balance so that its
      principal balance is as close as possible to 50% of the principal balance of
      its
      Corresponding Class;

     

    


    
      
        
          
          

        

        
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    tenth,
      to the
      Class LTIII1-3A2 Interest in reduction of its principal balance so that its
      principal balance is as close as possible to 50% of the principal balance of
      its
      Corresponding Class;

     

    eleventh,
      to the
      Class LTIII1-3A1 Interest in reduction of its principal balance so that its
      principal balance is as close as possible to 50% of the principal balance of
      its
      Corresponding Class; and

     

    twelfth,
      to the
      Class LTIII1-X Interest in reduction of its principal balance so that its
      principal balance is as close as possible to the sum of (x) 50% of the aggregate
      Scheduled Principal Balance of the Mortgage Loans in Pool 3 and (y) 50% of
      the
      Pool 3 Overcollateralization Amount.

     

    If
      on any
      Distribution Date there is an increase in the Certificate Principal Amount
      of
      any Pool 3 Certificate as a result of the proviso in the definition of
      Certificate Principal Amount, then there shall be a corresponding increase
      in
      the principal amount of the REMIC III-1 Regular Interests (other than the Class
      LTIII1-IO Interest) allocated as follows:

     

    first,
      to each
      of the REMIC III-1 Regular Interests (other than the Class LTIII1-X Interest
      and
      other than the Class LTIII1-IO Interest) so that the principal balance of each
      such interest is as close as possible to 50% of the principal balance of its
      Corresponding Class; and

     

    second,
      to the
      Class LTIII1-X Interest so that the principal balance of such interest is as
      close as possible to the sum of (x) 50% of the aggregate Scheduled Principal
      Balance of the Mortgage Loans in Pool 3 and (y) 50% of the Pool 3
      Overcollateralization Amount.

     

    (v) Notwithstanding
      the priority and sources of payments set forth in Article 5 hereof or otherwise,
      the Trustee shall account for all distributions with respect to a Class of
      Certificates in amounts that differ from those payable pursuant to the regular
      interest in REMIC I-2, REMIC II-3 or REMIC III-2 corresponding to such Class
      as
      amounts paid or received (as appropriate) pursuant to the interest rate cap
      contracts or notional principal contracts provided for in this Section. In
      no
      event shall any such amounts be treated as payments with respect to a “regular
      interest” in a REMIC within the meaning of Code Section 860G(a)(1).

     

     

    


    
      
        
          
          

        

        
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    Section
      10.02. Prohibited
      Transactions and Activities.
      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 the REMIC holding such Mortgage Loan pursuant to
      Article VII of this Agreement, (iv) a substitution pursuant to Article II of
      this Agreement or (v) a repurchase of Mortgage Loans pursuant to Article II
      of
      this Agreement, nor acquire any assets for any REMIC, nor sell or dispose of
      any
      investments in the Certificate Account for gain, nor accept any contributions
      to
      any REMIC after the Closing Date, unless it has received an Opinion of Counsel
      (at the expense of the party causing such sale, disposition, or substitution),
      a
      copy of which shall be provided to any NIMS Insurer, that such disposition,
      acquisition, substitution, or acceptance will not (a) 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 NIMS Insurer, 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
      1-X,
      Class 2-X, Class 3-X or Class R Certificateholder, 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).

     

    Section
      10.04. REO
      Property.

     

    (a) Notwithstanding
      any other provision of this Agreement, the Master Servicer, acting on behalf
      of
      the Trustee hereunder, shall not, except to the extent provided in the
      applicable Servicing Agreement, knowingly permit any Servicer to, rent, lease,
      or otherwise earn income on behalf of any REMIC with respect to any REO Property
      which might cause an Adverse REMIC Event unless the Master Servicer has advised,
      or has caused such Servicer to advise, the Trustee in writing to the effect
      that, under the REMIC Provisions, such action would not result in an Adverse
      REMIC Event.

     

    (b) The
      Master Servicer shall cause the applicable Servicer (to the extent provided
      in
      the related Servicing Agreement) to make reasonable efforts to sell any REO
      Property for its fair market value. In any event, however, the Master Servicer
      shall, or shall cause the applicable Servicer to, dispose of any REO Property
      within three years of its acquisition by the Trust Fund unless the Master
      Servicer has received a grant of extension from the Internal Revenue Service
      to
      the effect that, under the REMIC Provisions, the REMIC may hold REO Property
      for
      a longer period without causing an Adverse REMIC Event. If the Master Servicer
      has received such an extension, then the Master Servicer, acting on the
      Trustee’s behalf hereunder, shall, or shall cause the 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 such 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 such 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 such Servicer) in an auction reasonably
      designed to produce a fair price prior to the expiration of the three year
      period or the Extended Period, as the case may be.

     

     

    


    
      
        
          
          

        

        
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    ARTICLE
      XI.

     

    MISCELLANEOUS
      PROVISIONS

     

    Section
      11.01. Binding
      Nature of Agreement; Assignment.

     

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

     

    Section
      11.02. Entire
      Agreement.

     

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

     

    Section
      11.03. Amendment.

     

    (a) This
      Agreement may be amended from time to time by the Depositor, the Master Servicer
      and the Trustee, with the consent of the NIMS Insurer, but without the consent
      of the Swap Counterparty (except to the extent that the rights or obligations
      of
      (1) the Swap Counterparty hereunder or (2) the Swap Counterparty under the
      Swap
      Agreements (or the ability of the Trustee on behalf of the Supplemental Interest
      Trusts to perform fully and timely its obligations under the Swap Agreements),
      are affected thereby, 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.
      No
      such amendment effected pursuant to the preceding sentence shall, as evidenced
      by an Opinion of Counsel, result in an Adverse REMIC Event, nor shall such
      amendment effected pursuant to clause (iii) of such sentence adversely affect
      in
      any material respect the interests of any Holder. Prior to entering into any
      amendment without the consent of Holders pursuant to this paragraph, the
      Trustee, the Swap Counterparty and the NIMS Insurer shall be provided with
      an
      Opinion of Counsel addressed to the Trustee, the Swap Counterparty and the
      NIMS
      Insurer (at the expense of the party requesting such amendment) to the effect
      that such amendment is permitted under this Section. Any such amendment shall
      be
      deemed not to adversely affect in any material respect any Holder, if the
      Trustee and the NIMS Insurer receive written confirmation from each Rating
      Agency that such amendment will not cause such Rating Agency to reduce the
      then
      current rating assigned to the Certificates (and any Opinion of Counsel
      requested by the Trustee in connection with any such amendment may rely
      expressly on such confirmation as the basis therefor).

     

    


    
      
        
          
          

        

        
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    (b) This
      Agreement may also be amended from time to time by the Depositor, the Master
      Servicer, the NIMS Insurer and the Trustee, but without the consent of the
      Swap
      Counterparty (except to the extent that the rights or obligations of (1) the
      Swap Counterparty hereunder or (2) the Swap Counterparty under the Swap
      Agreements (or the ability of the Trustee on behalf of the Supplemental Interest
      Trusts to perform fully and timely its obligations under the Swap Agreements
      are
      affected thereby, in which case the prior written consent of the Swap
      Counterparty is required) with the consent of the Holders of not less than
      66
      2/3% of the Class Principal Amount or Class Notional Amount (or Percentage
      Interest) of each Class of Certificates (other than the Grantor Trust
      Certificates) affected thereby, for the purpose of adding any provisions to
      or
      changing in any manner or eliminating any of the provisions of this Agreement
      or
      of modifying in any manner the rights of the Holders; provided, however, that
      no
      such amendment shall be made unless the Trustee receives an Opinion of Counsel
      addressed to the Trustee and the NIMS Insurer, at the expense of the party
      requesting the change, that such change will not cause an Adverse REMIC Event;
      and provided further, that no such amendment may (i) reduce in any manner the
      amount of, or delay the timing of, payments received on Mortgage Loans which
      are
      required to be distributed on any Certificate, without the consent of the Holder
      of such Certificate or (ii) reduce the aforesaid percentages of Class Principal
      Amount (or Percentage Interest) of Certificates of each Class, the Holders
      of
      which are required to consent to any such amendment without the consent of
      the
      Holders of 100% of the Class Principal Amount or Class Notional Amount (or
      Percentage Interest) of each Class of Certificates affected thereby. For
      purposes of this paragraph, references to “Holder” or “Holders” shall be deemed
      to include, in the case of any Class of Book-Entry Certificates, the related
      Certificate Owners.

     

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

     

    


    
      
        
          
          

        

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

     

    (e) Notwithstanding
      anything to the contrary in any Servicing Agreement, the Trustee shall not
      consent to any amendment of any Servicing Agreement unless (i) such amendment
      is
      effected pursuant to the standards provided in this Section with respect to
      amendment of this Agreement and (ii) except for a Permitted Servicing Amendment,
      any such amendment pursuant to Section 11.03(a)(iii) shall not be materially
      inconsistent with the provisions of such Servicing Agreement.

     

    (f) Notwithstanding
      anything to the contrary in this Section 11.03, this Agreement may be amended
      from time to time by the Depositor, the Master Servicer and the Trustee to
      the
      extent necessary, in the judgment of the Depositor and its counsel, to comply
      with the Rules, Regulation AB and any related rules and
      regulations.

     

    Section
      11.04. Voting
      Rights.

     

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

     

    Section
      11.05. Provision
      of Information.

     

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

     

    (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), (d) or (e) 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.

     

    


    
      
        
          
          

        

        
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    (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 2007-12N,
      (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 2007-12N,
      (c) in the case of the Trustee, U.S. Bank National Association, One Federal
      Street, Boston, M.A. 02110, Attention: Corporate Trust Services, (d) in the
      case
      of the NIMS Insurer, if any, as set forth in the Indenture, (e) in the case
      of
      the Swap Counterparty, at the address therefore set forth in either Swap
      Agreement and (f) in the case of the Master Servicer, Aurora Loan Services
      LLC,
      10350 Park Meadows Drive, Littleton, Colorado 80124; Attention: Master
      Servicing, LXS 2007-12N. All demands, notices and communications to a party
      hereunder shall be in writing and shall be deemed to have been duly given when
      delivered to such party at the relevant address, facsimile number or electronic
      mail address set forth above or at such other address, facsimile number or
      electronic mail address as such party may designate from time to time by written
      notice in accordance with this Section 11.07.

     

    Section
      11.08. Severability
      of Provisions

     

    If
      any
      one or more of the covenants, agreements, provisions or terms of this Agreement
      shall be for any reason whatsoever held invalid, then such covenants,
      agreements, provisions or terms shall be deemed severable from the remaining
      covenants, agreements, provisions or terms of this Agreement and shall in no
      way
      affect the validity or enforceability of the other provisions of this Agreement
      or of the Certificates or the rights of the Holders thereof.

     

    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.

     

     

    


    
      
        
          
          

        

        
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    Section
      11.10. Headings
      Not To Affect Interpretation

     

    The
      headings contained in this Agreement are for convenience of reference only,
      and
      they shall not be used in the interpretation hereof.

     

    Section
      11.11. Benefits
      of Agreement

     

    Nothing
      in this Agreement or in the Certificates, express or implied, shall give to
      any
      Person, other than the parties to this Agreement and their successors hereunder,
      the Swap Counterparty and its successors and assigns under the Swap Agreements,
      the Holders of the Certificates, any benefit or any legal or equitable right,
      power, remedy or claim under this Agreement, except to the extent specified
      in
      Section 5.08 and in Section 11.16.

     

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

     

    (a) The
      Depositor shall give prompt notice to the Rating Agencies, the Swap Counterparty
      and the NIMS Insurer of the occurrence of any of the following events of which
      it has notice:

     

    (i) any
      amendment to this Agreement pursuant to Section 11.03;

     

    (ii) any
      Assignment by the Master Servicer of its rights hereunder or delegation of
      its
      duties hereunder;

     

    (iii) the
      occurrence of any Event of Default described in Section 6.14;

     

    (iv) any
      notice of termination given to the Master Servicer pursuant to Section 6.14
      and
      any resignation of the Master Servicer hereunder;

     

    (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 any 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

    


    
      
        
          
          

        

        
          -248-

          
            

          

        

        
          
          

        

      

    

    


    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 and the NIMS
      Insurer 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, such Servicing Agreement shall govern unless such provisions shall
      adversely affect the Trustee, the Trust Fund or the status of any REMIC created
      hereunder as a REMIC, provided that nothing in this Section 11.13 shall be
      construed to limit the rights or obligations of the Master Servicer under
      Section 9.05 of this Agreement.

     

    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
      NIMS Insurer and the Trustee thirty days prior to any proposed transfer or
      assignment by the Seller of its rights under any 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 any transfer of servicing that occurs within three
      months following the Closing Date to an entity that is a Servicer on the Closing
      Date. In addition, the ability of the Seller to transfer or assign its rights
      and delegate its duties under a Servicing Agreement or to transfer the servicing
      thereunder, 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 Servicing Agreement
      including, without limitation, receipt of written consent of the Master Servicer
      to such transfer;

     

    (ii) Receipt
      of the written consent of any NIMS Insurer, such consent not to be unreasonably
      withheld;

     

    


    
      
        
          
          

        

        
          -249-

          
            

          

        

        
          
          

        

      

    

    


    (iii) 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;

     

    (iv) Such
      successor servicer must satisfy the seller/servicer eligibility standards in
      the
      applicable Servicing Agreement, exclusive of any experience in mortgage loan
      origination and must be reasonably acceptable to the Master Servicer, whose
      approval shall not be unreasonably withheld;

     

    (v) Such
      successor servicer must execute and deliver to the Trustee and the Master
      Servicer an agreement, in form and substance reasonably satisfactory to the
      Trustee and the Master Servicer, that contains an assumption by such successor
      servicer of the due and punctual performance and observance of each covenant
      and
      condition to be performed and observed by the applicable Servicer under the
      related Servicing Agreement or such successor servicer shall execute and deliver
      to the Trustee and the Master Servicer a servicing agreement which contains
      customary and reasonable servicing provisions and which will not cause either
      Rating Agency to qualify, withdraw or downgrade the then-current rating of
      any
      of the Certificates or, (i) in the case of a transfer of servicing to a party
      that is already a Servicer pursuant to this Agreement, an agreement to add
      the
      related Mortgage Loans to the Servicing Agreement already in effect with such
      Servicer and (ii) in the case of a transfer of servicing to a Special Servicer
      pursuant to Section 9.32 herein, a special servicing agreement in the form
      of
      that attached to the applicable Servicing Agreement;

     

    (vi) 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

     

    (vii) 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 Deposit 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 applicable Servicing Agreement.

     

     

    


    
      
        
          
          

        

        
          -250-

          
            

          

        

        
          
          

        

      

    

    


    Section
      11.16. Third
      Party Rights

     

    The
      NIMS
      Insurer shall be deemed a third-party beneficiary of this Agreement to the
      same
      extent as if it were a party hereto, and shall have the right to enforce the
      provisions of this Agreement.

     

    [SIGNATURE
      PAGE IMMEDIATELY FOLLOWS]

     

    



    
      
        
          
          

        

        
          -251-

          
            

          

        

        
          
          

        

      

    

    


    IN
      WITNESS WHEREOF, the Depositor, the Trustee and the Master Servicer have caused
      their names to be signed hereto by their respective officers hereunto duly
      authorized as of the day and year first above written.

     

     

    STRUCTURED
      ASSET SECURITIES 

    CORPORATION,
      as Depositor

     

    By: __________________________________

    Name:
      Michael C. Hitzmann

    Title:
      Senior Vice President

     

    U.S.
      BANK
      NATIONAL ASSOCIATION,

    not
      in
      its individual capacity, but solely

    as
      Trustee

     

    By: __________________________________

    Name:

    Title:

     

    AURORA
      LOAN SERVICES LLC,

    as
      Master
      Servicer

     

    By: __________________________________

    Name:
      Linda A. Sherman

    Title:
      Senior Vice President

     

     

    Accepted
      and agreed to by:

    


    LEHMAN
      BROTHERS HOLDINGS INC.

     

    By:                    

    Name:
      Ellen Kiernan

    Title:
      Authorized Signatory

    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      A

     

    FORMS
      OF
      CERTIFICATES

     

    


     

    [Intentionally
      Omitted]

     

    



    
      
        
          
          

        

        
          A-1

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      B-1

     

    FORM
      OF
      INITIAL CERTIFICATION

     

    Date

     

    U.S.
      Bank
      National Association

    One
      Federal Street

    Boston,
      M.A. 02110

    Attention:
      Corporate Trust Services

     

    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 2007-12N

     

    [NIMS
      Insurer, if applicable]

     

    
      	 	
              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 U.S. Bank National Association,
                as
                Trustee with respect to Lehman XS Trust Mortgage Pass-Through
                Certificates, Series 2007-12N

            


    

     

    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

     

    U.S.
      Bank
      National Association

    One
      Federal Street

    Boston,
      M.A. 02110

    Attention:
      Corporate Trust Services

     

    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 2007-12N

     

    [NIMS
      Insurer, if applicable]

     

    
      	 	
              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 U.S. Bank National Association,
                as
                Trustee with respect to Lehman XS Trust Mortgage Pass-Through
                Certificates, Series 2007-12N

            


    

     

    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

     

    U.S.
      Bank
      National Association

    One
      Federal Street

    Boston,
      M.A. 02110

    Attention:
      Corporate Trust Services

     

    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 2007-12N

     

    [NIMS
      Insurer, if applicable]

     

    
      	 	
              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 U.S. Bank National Association,
                as
                Trustee with respect to Lehman XS Trust Mortgage Pass-Through
                Certificates, Series 2007-12N

            


    

     

    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 U.S. Bank National Association, 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
      2007-12N, 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, U.S. Bank National Association, as
      Trustee, and Aurora Loan Services LLC, as Master Servicer (the “Trust
      Agreement”), the undersigned Servicer hereby requests a release of the Mortgage
      File held by you as Trustee with respect to the following described Mortgage
      Loan for the reason indicated below.

     

    Mortgagor’s
      Name:

     

    Address:

     

    Loan
      No.:

     

    Reason
      for requesting file:

     

    
      	 	
              1.

            	
              Mortgage
                Loan paid in full. (The Servicer hereby certifies that all amounts
                received in connection with the loan have been or will be credited
                to the
                Certificate Account pursuant to the Trust
                Agreement.)

            


    

     

    
      	 	
              2.

            	
              The
                Mortgage Loan is being foreclosed.

            


    

     

    
      	 	
              3.

            	
              Mortgage
                Loan substituted. (The Servicer hereby certifies that a Qualifying
                Substitute Mortgage Loan has been assigned and delivered to you along
                with
                the related Mortgage File pursuant to the Trust
                Agreement.)

            


    

     

    
      	 	
              4.

            	
              Mortgage
                Loan repurchased. (The Servicer hereby certifies that the applicable
                Purchase Price (or FPD Purchase Price in the case of a First Payment
                Default Mortgage Loan or EPD Purchase Price in the case of an Early
                Payment Default Mortgage Loan) has been credited to the Certificate
                Account pursuant to the Trust
                Agreement.)

            


    

     

    
      	 	
              5.

            	
              Other.
                (Describe)

            


    

     

    The
      undersigned acknowledges that the above Mortgage File will be held by the
      undersigned in accordance with the provisions of the Trust Agreement and will
      be
      returned to you within ten (10) days of our receipt of the Mortgage File, except
      if the Mortgage Loan has been paid in full, or repurchased or substituted for
      a
      Qualifying Substitute Mortgage Loan (in which case the Mortgage File will be
      retained by us permanently) and except if the Mortgage Loan is being foreclosed
      (in which case the Mortgage File will be returned when no longer required by
      us
      for such purpose).

     

    Capitalized
      terms used herein shall have the meanings ascribed to them in the Trust
      Agreement.

     

    


    
      
        
          
          

        

        
          C-1

          
            

          

        

        
          
          

        

      

    

    


     

    [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 is not, and on _______________ [date of transfer] will not be, an
      employee benefit plan or other arrangement subject to Title I of the Employee
      Retirement Income Security Act of 1974, as amended (“ERISA”), a plan subject to
      Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”) or a
      plan subject to any provisions under any federal, state, local, non-U.S. or
      other laws or regulations that are substantively similar to the foregoing
      provisions of ERISA or the Code (collectively, a “Plan”), and is not directly or
      indirectly acquiring a Residual Certificate for, on behalf of or with any assets
      of any such Plan.

     

    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 U.S. Bank National
      Association, as Trustee, dated as of June 1, 2007, relating to Lehman XS Trust
      Mortgage Pass-Through Certificates, Series 2007-12N, 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.

     

    


    
      
        
          
          

        

        
          D-1-1

          
            

          

        

        
          
          

        

      

    

    


    6. That
      the
      Purchaser does not hold REMIC residual securities as nominee to facilitate
      the
      clearance and settlement of such securities through electronic book entry
      changes in accounts of participating organizations (such entity, a “Book-Entry
      Nominee”).

     

    7. That
      the
      Purchaser does not have the intention to impede the assessment or collection
      of
      any federal, state or local taxes legally required to be paid with respect
      to
      such Residual Certificate, and that the Purchaser has provided financial
      statements or other financial information requested by the transferor in
      connection with the transfer of the Residual Certificate in order to permit
      the
      transferor to assess the financial capability of the Purchaser to pay such
      taxes.

     

    8. That
      the
      Purchaser will not transfer a Residual Certificate to any person or entity
      (i)
      as to which the Purchaser has actual knowledge that the requirements set forth
      in paragraph 3, paragraph 6 or paragraph 10 hereof are not satisfied or that
      the
      Purchaser has reason to believe does not satisfy the requirements set forth
      in
      paragraph 7 hereof, and (ii) without obtaining from the prospective Purchaser
      an
      affidavit substantially in this form and providing to the 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.

     

    


    
      
        
          
          

        

        
          D-1-3

          
            

          

        

        
          
          

        

      

    

    


    IN
      WITNESS WHEREOF, the Purchaser has caused this instrument to be executed on
      its
      behalf, pursuant to authority of its Board of Directors, by its [title of
      officer] this _____ day of __________, 20__.

     

     

    _________________________________

    [name
      of
      Purchaser]

     

    By:                    

    Name:

    Title:

     

    Personally
      appeared before me the above named [name of officer] ________________, known
      or
      proved to me to be the same person who executed the foregoing instrument and
      to
      be the [title of officer] _________________ of the Purchaser, and acknowledged
      to me that he [she] executed the same as his [her] free act and deed and the
      free act and deed of the Purchaser.

     

    Subscribed
      and sworn before me this _____ day of __________, 20__.

     

    NOTARY
      PUBLIC

    


    COUNTY
      OF_____________________

    


    STATE
      OF______________________

    


    My
      commission expires the _____ day of __________, 20__.

    


    


    
      
        
          
          

        

        
          D-1-4

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      D-2

     

    RESIDUAL
      CERTIFICATE TRANSFER AFFIDAVIT (TRANSFEROR)

     

     

                            

     

    Date

     

    Re: Lehman
      XS
      Trust Mortgage Pass-Through Certificates, Series 2007-12N

     

    _______________________
      (the “Transferor”) has reviewed the attached affidavit of
      _____________________________ (the “Transferee”), and has no actual knowledge
      that such affidavit is not true and has no reason to believe that the
      information contained in paragraph 7 thereof is not true, and has no reason
      to
      believe that the Transferee has the intention to impede the assessment or
      collection of any federal, state or local taxes legally required to be paid
      with
      respect to a Residual Certificate. In addition, the Transferor has conducted
      a
      reasonable investigation at the time of the transfer and found that the
      Transferee had historically paid its debts as they came due and found no
      significant evidence to indicate that the Transferee will not continue to pay
      its debts as they become due.

     

     

    Very
      truly yours,

     

    _______________________________

    Name:

    Title:

    



    
      
        
          
          

        

        
          D-2-1

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      E

     

    SERVICING
      AGREEMENTS

     

    See
      Exhibits 99.2, 99.4 and 99.6

     

    


    
      
        
          
          

        

        
          E-1

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      F

     

    FORM
      OF
      RULE 144A TRANSFER CERTIFICATE

     

    Re:  Lehman
      XS Trust Mortgage Pass Through Certificates, Series 2007-12N

     

    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 U.S. Bank National
      Association, as Trustee. Capitalized terms used but not defined herein shall
      have the meanings given to them in the Trust Agreement.

     

    This
      letter relates to $__________ initial Certificate 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 2007-12N (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
                by and among the Depositor, Aurora Loan Services LLC, as Master Servicer,
                and U.S. Bank National Association, as Trustee (the “Trustee”), a signed
                letter in the form of this letter; and we further agree, in the capacities
                stated above, to provide to any person purchasing any of the Privately
                Offered Certificates from us a notice advising such purchaser that
                resales
                of the Privately Offered Certificates are restricted as stated
                herein.

            


    

     

    
      	
              (2)

            	
              We
                understand that, in connection with any proposed resale of any Privately
                Offered Certificates to an Institutional Accredited Investor, we
                will be
                required to furnish to the Trustee and the Depositor a certification
                from
                such transferee in the form hereof to confirm that the proposed sale
                is
                being made pursuant to an exemption from, or in a transaction not
                subject
                to, the registration requirements of the Securities Act. We further
                understand that the Privately Offered Certificates purchased by us
                will
                bear a legend to the foregoing
                effect.

            


    

     

    
      	
              (3)

            	
              We
                are acquiring the Privately Offered Certificates for investment purposes
                and not with a view to, or for offer or sale in connection with,
                any
                distribution in violation of the Securities Act. We have such knowledge
                and experience in financial and business matters as to be capable
                of
                evaluating the merits and risks of our investment in the Privately
                Offered
                Certificates, and we and any account for which we are acting are
                each able
                to bear the economic risk of such
                investment.

            


    

     

    
      	
              (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.

            


    

     

    


    
      
        
          
          

        

        
          G-1

          
            

          

        

        
          
          

        

      

    

    


    
      	
              (5)

            	
              We
                have received such information as we deem necessary in order to make
                our
                investment decision.

            


    

     

    
      	
              (6)

            	
              If
                we are acquiring an ERISA-Restricted Certificate, we are not a Plan
                and we
                are not acquiring the ERISA-Restricted Certificate for, on behalf
                of or
                with any assets of a Plan, except as may be permitted pursuant to
                Section
                3.03(d) of the Trust Agreement.

            


    

     

    Terms
      used in this letter which are not otherwise defined herein have the respective
      meanings assigned thereto in the Trust Agreement.

     

    


    
      
        
          
          

        

        
          G-2

          
            

          

        

        
          
          

        

      

    

    


    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-3

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      H

     

    FORM
      OF
      ERISA TRANSFER AFFIDAVIT

    
       

      
        	
                STATE
                  OF NEW YORK

              	
                )

              


      

      
        	 	
                )
                  ss.:

              


      

      
        	
                COUNTY
                  OF NEW YORK

              	
                )

              


      

    

    
    

    The
      undersigned, being first duly sworn, deposes and says as follows:

     

    
      	
              (1)

            	
              The
                undersigned is the ______________________ of (the “Investor”), a
                [corporation duly organized] and existing under the laws of __________,
                on
                behalf of which he makes this
                affidavit.

            


    

     

    
      	
              (2)

            	
              The
                Investor in an ERISA-Restricted Certificate (A) is not, and on
                _______________ [date of transfer] will not be, an employee benefit
                plan
                or arrangement subject to Title I of the Employee Retirement Income
                Security Act of 1974, as amended (“ERISA”), a plan subject to Section 4975
                of the Internal Revenue Code of 1986, as amended (the “Code”) or a plan
                subject to any provisions under any federal, state, local, non-U.S.
                or
                other laws or regulations that are substantively similar to the foregoing
                provisions of ERISA or the Code (“Similar Law”) (collectively, a “Plan”),
                and is not directly or indirectly acquiring the Certificate for,
                on behalf
                of or with any assets of any such Plan, (B) if the Certificate has
                been
                the subject of an ERISA-Qualifying Underwriting, is an insurance
                company
                that is acquiring the Certificate with assets of an “insurance company
                general account” as defined in Section V(E) of Prohibited Transaction
                Class Exemption (“PTCE”) 95-60 and the acquisition and holding of the
                Certificate are covered and exempt under Sections I and III of PTCE
                95-60,
                or (C) solely in the case of a Definitive Certificate, shall herewith
                deliver an Opinion of Counsel satisfactory to the Certificate Registrar,
                the Trustee and the Depositor, and upon which the Trustee, the Certificate
                Registrar and the Depositor shall be entitled to rely, to the effect
                that
                the acquisition and holding of such Certificate by the Investor will
                not
                result in a nonexempt prohibited transaction under Title I of ERISA
                or
                Section 4975 of the Code, or a violation of Similar Law, and will
                not
                subject the Trustee, the Master Servicer, the Certificate Registrar,
                any
                Servicer or the Depositor to any obligation in addition to those
                undertaken by such entities in the Trust Agreement, which Opinion
                of
                Counsel shall not be an expense of the Trustee, the Master Servicer,
                the
                Certificate Registrar, any Servicer or the
                Depositor.

            


    

     

    
      	
              (3)

            	
              Either
                (i) the investor in a Grantor Trust Certificate, Class 2-A1 Certificate,
                Class 2-A2 Certificate, Class 2-A3 Certificate, or Pool 3 Certificate
                is
                not, and is not acting for, on behalf of or with any assets of, an
                employee benefit plan or other arrangement subject to Title I of
                ERISA or
                plan subject to Section 4975 of the Code, or (ii)(A) solely in the
                case of
                a Grantor Trust Certificate, until the termination of the applicable
                Deferred Interest Cap Agreement, the acquisition and holding of the
                Grantor Trust Certificate by the investor will not constitute or
                result in
                a non-exempt prohibited transaction under Title I of ERISA or Section
                4975
                of the Code, (B) solely in the case of a Class 2-A1 Certificate,
                Class
                2-A2 Certificate, Class 2-A3 Certificate, or Pool 3 Certificate,
                until the
                termination of the related Swap Agreement, the acquisition and holding
                of
                the Class 2-A1 Certificate, Class 2-A2 Certificate, Class 2-A3
                Certificate, or Pool 3 Certificate by the investor will not constitute
                or
                result in a non-exempt prohibited transaction under Title I of ERISA
                or
                Section 4975 of the Code.

            


    

     

     

    
      
        
        

      

      
        H-1

        
          

        

      

      
        
        

      

    

     

    
      	
              (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 U.S.
                Bank
                National Association, as Trustee, dated as of June 1, 2007, regarding
                Lehman XS Trust Mortgage Pass-Through Certificates, Series 2007-12N,
                no
                transfer of the Grantor Trust Certificates, Class 2-A1 Certificates,
                Class
                2-A2 Certificates, Class 2-A3 Certificates, Pool 3 Certificates or
                ERISA-Restricted Certificates shall be permitted to be made to any
                person
                unless the Certificate Registrar, Depositor and Trustee have received
                a
                certificate from such transferee in the form
                hereof.

            


    

     

    


    
      
        
          
          

        

        
          H-2

          
            

          

        

        
          
          

        

      

    

    


    IN
      WITNESS WHEREOF, the Investor has caused this instrument to be executed on
      its
      behalf, pursuant to proper authority, by its duly authorized officer, duly
      attested, this ____ day of _______________, 20___.

     

     

                                

    [Investor]

     

    By:                            

    Name:

    Title:

     

     

    ATTEST:

    


    


    
      	
              STATE
                OF

            	
              )

            


    

    


    
      	 	
              )
                ss:

            


    

    


    
      	
              COUNTY
                OF

            	
              )

            


    

     

    Personally
      appeared before me the above-named ________________, known or proved to me
      to be
      the same person who executed the foregoing instrument and to be the
      ____________________ of the Investor, and acknowledged that he executed the
      same
      as his free act and deed and the free act and deed of the Investor.

     

    Subscribed
      and sworn before me this _____ day of _________ 20___.

     

     

                                    

    NOTARY
      PUBLIC

     

    My
      commission expires the

     

    _____
      day
      of __________, 20___.

    



    
      
        
          
          

        

        
          H-3

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      I

     

    [RESERVED]

     

    


    
      
        
          
          

        

        
          I-1

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      J

     

    [RESERVED]

     

    


    
      
        
          
          

        

        
          J-1

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      K

     

    CUSTODIAL
      AGREEMENTS

     

    Custodial
      Agreement, dated as of June 1, 2007, by and between the Trustee and Deutsche
      Bank National Trust Company

     

    Custodial
      Agreement, dated as of June 1, 2007, by and between the Trustee and LaSalle
      Bank
      National Association

     

    Custodial
      Agreement, dated as of June 1, 2007, by and between the Trustee and U.S. Bank
      National Association

     

    Custodial
      Agreement, dated as of June 1, 2007, by and between the Trustee and Wells Fargo
      Bank, N.A.

     

    [Intentionally
      Omitted]


      
        
          
          

        

        
          K-1

          
            

          

        

        
          
          

        

      



    EXHIBIT
      L

     

    [RESERVED]

     

    


    
      
        
          
          

        

        
          L-1

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      M

     

    [RESERVED]

     

    


    
      
        
          
          

        

        
          M-1

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      N

     

    FORMS
      OF
      SWAP AGREEMENTS

     

    See
      Exhibit 99.11

    



    
      
        
          
          

        

        
          N-1

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      O

     

    FORMS
      OF
      INTEREST RATE CAP AGREEMENTS

    


    See
      Exhibit 99.7

    



    
      
        
          
          

        

        
          O-1

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      P

     

    FORMS
      OF
      DEFERRED INTEREST CAP AGREEMENTS

     

    See
      Exhibit 99.8


      
        
          
          

        

        
          P-1

          
            

          

        

        
          
          

        

      



    EXHIBIT
      Q-1

     

    ADDITIONAL
      FORM 10-D DISCLOSURE

     

    
      	
              Item
                on Form 10-D

            	
              Party
                Responsible

            
	
              Item
                1: Distribution and Pool Performance Information 

               

              Any
                information required by 1121 which is NOT included on the Distribution
                Date Statement

            	
              Master
                Servicer (as to any Servicer, to the extent provided by such
                Servicer),

               

              Trustee
                (if Paying Agent), Paying Agent and Depositor (to the extent of any
                additional information that has not already been provided by the
                Master
                Servicer)

            
	
              Item
                2: Legal Proceedings

               

              per
                Item 1117 of Reg AB

            	
              (i)
                All parties to the Trust Agreement (as to themselves), (ii) the Trustee
                as
                to the issuing entity, (iii) the Depositor as to the sponsor, any
                1110(b)
                originator, any 1100(d)(1) party and (iv) the Master Servicer, as
                to any
                Servicer, to the extent provided by such Servicer

            
	
              Item
                3: Sale of Securities and Use of Proceeds

            	
              Depositor

            
	
              Item
                4: Defaults Upon Senior Securities

            	
              Trustee

            
	
              Item
                5: Submission of Matters to a Vote of Security Holders

            	
              Trustee

            
	
              Item
                6: Significant Obligors of Pool Assets

            	
              Depositor

            
	
              Item
                7: Significant Enhancement Provider Information

            	
              Depositor

            
	
              Item
                8: Other Information

            	
              Any
                party responsible for disclosure items on Form 8-K

            
	
              Item
                9: Exhibits

            	
              Depositor
                and Master Servicer (on behalf of any Servicer or on its own behalf
                if
                acting as a Servicer)

            


    

    


    


    
      
        
          
          

        

        
          Q-1-1

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      Q-2

     

    ADDITIONAL
      FORM 10-K DISCLOSURE

     

    
      	
              Item
                on Form 10-K

            	
              Party
                Responsible

            
	
              Item
                1B: Unresolved Staff Comments

            	
              Depositor

            
	
              Item
                9B: Other Information

            	
              Any
                party responsible for disclosure items on Form 8-K

            
	
              Item
                15: Exhibits, Financial Statement Schedules

            	
              Depositor,
                Servicer, Master Servicer, Subservicer

            
	
              Additional
                Item: 

              Disclosure
                per Item 1117 of Reg AB

            	
              (i)
                All parties to the Trust Agreement (as to themselves), (ii) the Trustee
                and the Depositor as to the issuing entity, (iii) the Depositor as
                to the
                sponsor, any 1110(b) originator, any 1100(d)(1) party and (iv) the
                Master
                Servicer, as to any Servicer, to the extent provided by such
                Servicer

            
	
              Additional
                Item: 

              Disclosure
                per Item 1119 of Reg AB

            	
              (i)
                All parties to the Trust Agreement as to themselves, (ii) the Depositor
                as
                to the sponsor, originator, significant obligor, enhancement or support
                provider and (iii) the Master Servicer, as to any Servicer, to the
                extent
                provided by such Servicer

            
	
              Additional
                Item: 

              Disclosure
                per Item 1112(b) of Reg AB

            	
              Depositor

            
	
              Additional
                Item: 

              Disclosure
                per Items 1114(b) and 1115(b) of Reg AB

            	
              Depositor

            


    

    



    
      
        
          
          

        

        
          Q-2-1

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      Q-3

     

    ADDITIONAL
      FORM 8-K DISCLOSURE

     

    
      	
              Item
                on Form 8-K

            	
              Party
                Responsible

            
	
              Item
                1.01- Entry into a Material Definitive Agreement

            	
              Any
                party to the Trust Agreement which is a party to such
                agreement

            
	
              Item
                1.02- Termination of a Material Definitive Agreement

            	
              Any
                party to the Trust Agreement which is a party to such
                agreement

            
	
              Item
                1.03- Bankruptcy or Receivership

            	
              Depositor

            
	
              Item
                2.04- Triggering Events that Accelerate or Increase a Direct Financial
                Obligation or an Obligation under an Off-Balance Sheet
                Arrangement

            	
              Depositor

            
	
              Item
                3.03- Material Modification to Rights of Security Holders

            	
              Trustee
                and Depositor

            
	
              Item
                5.03- Amendments of Articles of Incorporation or Bylaws; Change of
                Fiscal
                Year

            	
              Depositor

            
	
              Item
                6.01- ABS Informational and Computational Material

            	
              Depositor

            
	
              Item
                6.02- Change of Servicer or Trustee

            	
              Master
                Servicer (as to itself and as to any Servicer, to the extent provided
                by
                such Servicer), Trustee (as to itself), Seller

            
	
              Item
                6.03- Change in Credit Enhancement or External Support

            	
              Depositor

            
	
              Item
                6.04- Failure to Make a Required Distribution

            	
              Trustee

            
	
              Item
                6.05- Securities Act Updating Disclosure

            	
              Depositor

            
	
              Item
                7.01- Reg FD Disclosure

            	
              Depositor

            
	
              Item
                8.01

            	
              Depositor

            
	
              Item
                9.01

            	
              Depositor

            


    

    


    


    
      
        
          
          

        

        
          Q-3-1

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      Q-4

     

    ADDITIONAL
      DISCLOSURE NOTIFICATION

     

     

    U.S.
      Bank
      National Association,

    as
      Trustee to Lehman XS Trust Mortgage

    Pass-Through
      Certificates, Series 2007-12N

    One
      Federal Street

    3rd
      Floor

    Boston,
      Massachusetts 02110

     

    RE:
      **Additional Form [10-D][10-K][8-K] Disclosure** Required

     

    Ladies
      and Gentlemen:

     

    In
      accordance with Section [ ] of the Trust Agreement, dated as of June 1, 2007,
      by
      and among Structured Asset Securities Corporation, as Depositor, Aurora Loan
      Services LLC, as Master Servicer, and U.S. Bank National Association, as
      Trustee, the undersigned, as [ ], hereby notifies you that certain events have
      come to our attention that [will] [may] need to be disclosed on Form
      [10-D][10-K][8-K].

     

    Description
      of Additional Form [10-D][10-K][8-K] Disclosure:

     

    List
      of any Attachments hereto to be included in the Additional Form
      [10-D][10-K][8-K] Disclosure:

     

    Any
      inquiries related to this notification should be directed to [ ], phone number:
      [ ]; email address: [ ].

     

     

    [NAME
      OF
      PARTY],

    as
      [role]

     

    By:                        

    Name:

    Title:

    



      
        
          
          

        

        
          Q-4-1

          
            

          

        

        
          
          

        

      



    EXHIBIT
      R

     

    SERVICING
      CRITERIA TO BE ADDRESSED

     

    IN
      ASSESSMENT OF COMPLIANCE

     

    Key:
      X
      -
      obligation

     

    Where
      there are multiple checks for criteria the attesting party will identify in
      their management assertion that they are attesting only to the portion of the
      distribution chain they are responsible for in the related transaction
      agreements. Capitalized terms used herein but not defined herein shall have
      the
      meanings assigned to them in the Trust Agreement dated as of June 1, 2007 (the
      “Trust Agreement”), by and among U.S. Bank National Association, (the
“Trustee”), Aurora Loan Services LLC, as master servicer (the “Master
      Servicer”), and Structured Asset Securities Corporation, as depositor (the
“Depositor”).

     

    
      	
              Reg
                AB

              Reference

            	
              Servicing
                Criteria

            	
              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.

            	
              If
                applicable for the transaction participant

            	
              If
                applicable for the transaction participant

            	
              If
                applicable for the transaction participant

            
	
              1122(d)(1)(iii)

            	
              Any
                requirements in the transaction agreements to maintain a back-up
                servicer
                for the pool assets are maintained.

            	 	 	
              X

            
	
              1122(d)(1)(iv)

            	
              A
                fidelity bond and errors and omissions policy is in effect on the
                party
                participating in the servicing function throughout the reporting
                period in
                the amount of coverage required by and otherwise in accordance with
                the
                terms of the transaction agreements.

            	 	 	
              X

            
	 	
              Cash
                Collection and Administration

            	 	 	 


    

    


    
      
        
          
          

        

        
          R-1

          
            

          

        

        
          
          

        

      

    

    


    


    
      	
              Reg
                AB

              Reference

            	
              Servicing
                Criteria

            	
              Paying
                Agent (including the Trustee if acting as Paying
                Agent)

            	
              Trustee

            	
              Master
                Servicer

            
	
              1122(d)(2)(i)

            	
              Payments
                on pool assets are deposited into the appropriate custodial bank
                accounts
                and related bank clearing accounts no more than two business days
                following receipt, or such other number of days specified in the
                transaction agreements.

            	
              X

            	 	
              X

            
	
              1122(d)(2)(ii)

            	
              Disbursements
                made via wire transfer on behalf of an obligor or to an investor
                are made
                only by authorized personnel.

            	
              X

            	 	
              X

            
	
              1122(d)(2)(iii)

            	
              Advances
                of funds or guarantees regarding collections, cash flows or distributions,
                and any interest or other fees charged for such advances, are made,
                reviewed and approved as specified in the transaction
                agreements.

            	 	 	
              X

            
	
              1122(d)(2)(iv)

            	
              The
                related accounts for the transaction, such as cash reserve accounts
                or
                accounts established as a form of over collateralization, are separately
                maintained (e.g., with respect to commingling of cash) as set forth
                in the
                transaction agreements.

            	
              X

            	
              X

            	
              X

            
	
              1122(d)(2)(v)

            	
              Each
                custodial account is maintained at a federally insured depository
                institution as set forth in the transaction agreements. For purposes
                of
                this criterion, “federally insured depository institution” with respect to
                a foreign financial institution means a foreign financial institution
                that
                meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange
                Act.

            	 	 	
              X

            
	
              1122(d)(2)(vi)

            	
              Unissued
                checks are safeguarded so as to prevent unauthorized
                access.

            	
              X

            	 	
              X

            


    

    


    
      
        
          
          

        

        
          R-2

          
            

          

        

        
          
          

        

      

    

    


    


    
      	
              Reg
                AB

              Reference

            	
              Servicing
                Criteria

            	
              Paying
                Agent (including the Trustee if acting as Paying
                Agent)

            	
              Trustee

            	
              Master
                Servicer

            
	
              1122(d)(2)(vii)

            	
              Reconciliations
                are prepared on a monthly basis for all asset-backed securities related
                bank accounts, including custodial accounts and related bank clearing
                accounts. These reconciliations are (A) mathematically accurate;
                (B)
                prepared within 30 calendar days after the bank statement cutoff
                date, or
                such other number of days specified in the transaction agreements;
                (C)
                reviewed and approved by someone other than the person who prepared
                the
                reconciliation; and (D) contain explanations for reconciling items.
                These
                reconciling items are resolved within 90 calendar days of their original
                identification, or such other number of days specified in the transaction
                agreements.

            	
              X

            	 	
              X

            
	 	
              Investor
                Remittances and Reporting

            	 	 	 
	
              1122(d)(3)(i)

            	
              Reports
                to investors, including those to be filed with the Commission, are
                maintained in accordance with the transaction agreements and applicable
                Commission requirements. Specifically, such reports (A) are prepared
                in
                accordance with timeframes and other terms set forth in the transaction
                agreements; (B) provide information calculated in accordance with
                the
                terms specified in the transaction agreements; (C) are filed with
                the
                Commission as required by its rules and regulations; and (D) agree
                with
                investors’ or the trustee’s records as to the total unpaid principal
                balance and number of Pool Assets serviced by the
                Servicer.

            	 	
              X

            	
              X

            
	
              1122(d)(3)(ii)

            	
              Amounts
                due to investors are allocated and remitted in accordance with timeframes,
                distribution priority and other terms set forth in the transaction
                agreements.

            	 	
              X

            	
              X

            
	
              1122(d)(3)(iii)

            	
              Disbursements
                made to an investor are posted within two business days to the Servicer’s
                investor records, or such other number of days specified in the
                transaction agreements.

            	
              X

            	 	
              X

            
	
              1122(d)(3)(iv)

            	
              Amounts
                remitted to investors per the investor reports agree with cancelled
                checks, or other form of payment, or custodial bank
                statements.

            	
              X

            	 	
              X

            
	 	
              Pool
                Asset Administration

            	 	 	 
	
              1122(d)(4)(i)

            	
              Collateral
                or security on pool assets is maintained as required by the transaction
                agreements or related pool asset documents.

            	 	 	 


    

    


    
      
        
          
          

        

        
          R-3

          
            

          

        

        
          
          

        

      

    

    


    


    
      	
              Reg
                AB

              Reference

            	
              Servicing
                Criteria

            	
              Paying
                Agent (including the Trustee if acting as Paying
                Agent)

            	
              Trustee

            	
              Master
                Servicer

            
	
              1122(d)(4)(ii)

            	
              Pool
                assets and related documents are safeguarded as required by the
                transaction agreements

            	 	 	 
	
              1122(d)(4)(iii)

            	
              Any
                additions, removals or substitutions to the asset pool are made,
                reviewed
                and approved in accordance with any conditions or requirements in
                the
                transaction agreements.

            	 	
              X

            	 
	
              1122(d)(4)(iv)

            	
              Payments
                on pool assets, including any payoffs, made in accordance with the
                related
                pool asset documents are posted to the Servicer’s obligor records
                maintained no more than two business days after receipt, or such
                other
                number of days specified in the transaction agreements, and allocated
                to
                principal, interest or other items (e.g., escrow) in accordance with
                the
                related pool asset documents.

            	 	 	 
	
              1122(d)(4)(v)

            	
              The
                Servicer’s records regarding the pool assets agree with the Servicer’s
                records with respect to an obligor’s unpaid principal
                balance.

            	 	 	 
	
              1122(d)(4)(vi)

            	
              Changes
                with respect to the terms or status of an obligor’s pool assets (e.g.,
                loan modifications or re-agings) are made, reviewed and approved
                by
                authorized personnel in accordance with the transaction agreements
                and
                related pool asset documents.

            	 	 	
              X

            
	
              1122(d)(4)(vii)

            	
              Loss
                mitigation or recovery actions (e.g., forbearance plans, modifications
                and
                deeds in lieu of foreclosure, foreclosures and repossessions, as
                applicable) are initiated, conducted and concluded in accordance
                with the
                timeframes or other requirements established by the transaction
                agreements.

            	 	 	
              X

            


    

    


    
      
        
          
          

        

        
          R-4

          
            

          

        

        
          
          

        

      

    

    


    


    
      	
              Reg
                AB

              Reference

            	
              Servicing
                Criteria

            	
              Paying
                Agent (including the Trustee if acting as Paying
                Agent)

            	
              Trustee

            	
              Master
                Servicer

            
	
              1122(d)(4)(viii)

            	
              Records
                documenting collection efforts are maintained during the period a
                pool
                asset is delinquent in accordance with the transaction agreements.
                Such
                records are maintained on at least a monthly basis, or such other
                period
                specified in the transaction agreements, and describe the entity’s
                activities in monitoring delinquent pool assets including, for example,
                phone calls, letters and payment rescheduling plans in cases where
                delinquency is deemed temporary (e.g., illness or
                unemployment).

            	 	 	 
	
              1122(d)(4)(ix)

            	
              Adjustments
                to interest rates or rates of return for pool assets with variable
                rates
                are computed based on the related pool asset documents.

            	 	 	 
	
              1122(d)(4)(x)

            	
              Regarding
                any funds held in trust for an obligor (such as escrow accounts):
                (A) such
                funds are analyzed, in accordance with the obligor’s pool asset documents,
                on at least an annual basis, or such other period specified in the
                transaction agreements; (B) interest on such funds is paid, or credited,
                to obligors in accordance with applicable pool asset documents and
                state
                laws; and (C) such funds are returned to the obligor within 30 calendar
                days of full repayment of the related pool assets, or such other
                number of
                days specified in the transaction agreements.

            	 	 	 
	
              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.

            	 	 	 


    

    


    
      
        
          
          

        

        
          R-5

          
            

          

        

        
          
          

        

      

    

    


    


    
      	
              Reg
                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

            	 


    

    



    
      
        
          
          

        

        
          R-6

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      S

     

    TRANSACTION
      PARTIES

     

    SPONSOR
      AND SELLER: LEHMAN BROTHERS HOLDINGS INC.

     

    DEPOSITOR:
      STRUCTURED ASSET SECURITIES CORPORATION

     

    TRUSTEE:
      U.S. BANK NATIONAL ASSOCIATION

     

    MASTER
      SERVICER: AURORA LOAN SERVICES LLC

     

    SERVICERS:
      AURORA LOAN SERVICES LLC, BANK OF AMERICA, NATIONAL ASSOCIATION, COUNTRYWIDE
      HOME LOANS SERVICING LP, INDYMAC BANK, F.S.B., GREENPOINT MORTGAGE FUNDING,
      INC., PAUL FINANCIAL, LLC AND RESIDENTIAL FUNDING COMPANY, LLC

     

    ORIGINATORS:
      GREENPOINT MORTGAGE FUNDING, INC., INDYMAC BANK, F.S.B., BANK OF AMERICA,
      NATIONAL ASSOCIATION, RESIDENTIAL FUNDING COMPANY, LLC, COUNTRYWIDE HOME LOANS,
      INC., LEHMAN BROTHERS BANK, FSB AND PAUL FINANCIAL, LLC

     

    CUSTODIANS:
      DEUTSCHE BANK NATIONAL TRUST COMPANY, U.S. BANK NATIONAL ASSOCIATION, LASALLE
      BANK NATIONAL ASSOCIATION AND WELLS FARGO BANK, N.A.

     

    SWAP
      COUNTERPARTY AND INTEREST RATE CAP PROVIDER: SWISS RE FINANCIAL PRODUCTS
      CORPORATION

     

    DEFERRED
      INTEREST CAP PROVIDER: LEHMAN BROTHERS SPECIAL FINANCING INC.

     

    


    
      
        
          
          

        

        
          S-1

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      T

     

    FORM
      OF
      BACK-UP SARBANES-OXLEY CERTIFICATION

     

    [ 
      ]

     

    [ 
      ]

     

    [ 
      ]

     

    Re:
      Lehman XS Trust Mortgage Pass-Through Certificates, Series 2007-12N

     

    [_______],
      the [_______] of [_______] (the “Company”) hereby certifies to the Depositor,
      the Master Servicer and the Trustee, and each of their officers, directors
      and
      affiliates that:

     

    
      	
              (1)

            	
              I
                have reviewed [the servicer compliance statement of the Company provided
                in accordance with Item 1123 of Regulation AB (the “Compliance
                Statement”),] the report on assessment of the Company’s compliance with
                the Servicing Criteria set forth in Item 1122(d) of Regulation AB
                (the
                “Servicing Criteria”), provided in accordance with Rules 13a-18 and 15d-18
                under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)
                and Item 1122 of Regulation AB (the “Servicing Assessment”), the
                registered public accounting firm’s attestation report provided in
                accordance with Rules 13a-18 and 15d-18 under the Exchange Act and
                Section
                1122(b) of Regulation AB (the “Attestation Report”), and all servicing
                reports, officer’s certificates and other information relating to the
                servicing of the Mortgage Loans by the Company during 200[ ] that
                were
                delivered by the Company to any of the Depositor, the Master Servicer
                and
                the Trustee pursuant to the Agreement (collectively, the “Company
                Servicing Information”);

            


    

     

    
      	
              (2)

            	
              Based
                on my knowledge, the Company Servicing Information, taken as a whole,
                does
                not contain any untrue statement of a material fact or omit to state
                a
                material fact necessary to make the statements made, in the light
                of the
                circumstances under which such statements were made, not misleading
                with
                respect to the period of time covered by the Company Servicing
                Information;

            


    

     

    
      	
              (3)

            	
              Based
                on my knowledge, all of the Company Servicing Information required to be
                provided by the Company under the Agreement has been provided to
                the
                Depositor, the Master Servicer and the
                Trustee;

            


    

     

    
      	
              (4)

            	
              I
                am responsible for reviewing the activities performed by [_______]
                as
                [_______] under the [_______] (the “Agreement”), and based on my knowledge
                [and the compliance review conducted in preparing the Compliance
                Statement] and except as disclosed in [the Compliance Statement,]
                the
                Servicing Assessment or the Attestation Report, the Company has fulfilled
                its obligations under the Agreement in all material respects;
                and

            


    

     

    
      	
              (5)

            	
              [The
                Compliance Statement required to be delivered by the Company pursuant
                to
                the Agreement, and] [The] [the] Servicing Assessment and Attestation
                Report required to be provided by the Company and [by any Subservicer
                or
                Subcontractor] pursuant to the Agreement, have been provided to the
                Depositor, the Master Servicer and the Trustee. Any material instances
                of
                noncompliance described in such reports have been disclosed to the
                Depositor, the Master Servicer and the Trustee. Any material instance
                of
                noncompliance with the Servicing Criteria has been disclosed in such
                reports.

            


    

     

    


    
      
        
          
          

        

        
          T-1

          
            

          

        

        
          
          

        

      

    

    


    Capitalized
      terms used but not defined herein have the meanings ascribed to them in 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 U.S. Bank National Association, as Trustee. Capitalized
      terms used but not defined herein shall have the meanings given to them in
      the
      Trust Agreement.

     

     

    [_______]

     

    as
      [_______]

     

    By:                        

    Name:

    Title:

    Date:

    


    
      
        
          
          

        

        
          T-2

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      U

     

    FORM
      OF
      BACK-UP SARBANES-OXLEY CERTIFICATION

     

    TO
      BE
      PROVIDED BY THE TRUSTEE

     

     

    
      	 	
              Re:

            	
              Lehman
                XS Trust, Series 2007-12N (the “Trust”), Mortgage Pass-Through
                Certificates, Series 2007-12N, issued pursuant to the Trust Agreement,
                dated as of June 1, 2007, among Structured Asset Securities Corporation,
                as Depositor, Aurora Loan Services, LLC, as Master Servicer, and
                U.S. Bank
                National Association, as Trustee

            


    

     

    The
      Trustee hereby certifies to the Depositor and the Master Servicer, and their
      respective officers, directors and affiliates, and with the knowledge and intent
      that they will rely upon this certification, that:

     

    (1) I
      have
      reviewed the annual report on Form 10-K for the fiscal year [____] (the “Annual
      Report”), and all reports on Form 10-D required to be filed in respect of period
      covered by the Annual Report (collectively with the Annual Report, the
“Reports”), of the Trust;

     

    (2) To
      my
      knowledge, (a) the Reports, taken as a whole, do not contain any untrue
      statement of a material fact or omit to state a material fact necessary to
      make
      the statements made, in light of the circumstances under which such statements
      were made, not misleading with respect to the period covered by the Annual
      Report, and (b) the Trustee’s assessment of compliance and related attestation
      report referred to below, taken as a whole, do not contain any untrue statement
      of a material fact or omit to state a material fact necessary to make the
      statements made, in light of the circumstances under which such statements
      were
      made, not misleading with respect to the period covered by such assessment
      of
      compliance and attestation report;

     

    (3) To
      my
      knowledge, the distribution information required to be provided by the Trustee
      under the Trust Agreement for inclusion in the Reports is included in the
      Reports;

     

    (4) I
      am
      responsible for reviewing the activities performed by the Trustee under the
      Trust Agreement, and based on my knowledge and the compliance review conducted
      in preparing the assessment of compliance of the Trustee required by the Trust
      Agreement, and except as disclosed in the Reports, the Trustee has fulfilled
      its
      obligations under the Trust Agreement in all material respects; and

     

    (5) The
      report on assessment of compliance with servicing criteria applicable to the
      Trustee for asset-backed securities of the Trustee and each Subcontractor
      utilized by the Trustee and related attestation report on assessment of
      compliance with servicing criteria applicable to it required to be included
      in
      the Annual Report in accordance with Item 1122 of Regulation AB and Exchange
      Act
      Rules 13a-18 and 15d-18 has been included as an exhibit to the Annual Report.
      Any material instances of non-compliance are described in such report and have
      been disclosed in the Annual Report.

     

    


    
      
        
          
          

        

        
          U-1

          
            

          

        

        
          
          

        

      

    

    


    In
      giving
      the certifications above, the Trustee has reasonably relied on information
      provided to it by the following unaffiliated parties: [names of servicer(s),
      master servicer, subservicer(s), depositor, trustee, custodian(s)]

     

    Date:                        

     

    U.S.
      Bank
      National Association, as Trustee

     

                            

    [Signature]

    [Title]

    



    
      
        
          
          

        

        
          U-2

          
            

          

        

        
          
          

        

      

    

    


    SCHEDULE
      A

     

    MORTGAGE
      LOAN SCHEDULE


     

    [Intentionally
      Omitted]

    



    
      
        
          
          

        

        
          Sch.
            A-1

          
            

          

        

        
          
          

        

      

    

     

    

      SCHEDULE
        B

       

      POOL
        2
        SWAP AGREEMENT SCHEDULED NOTIONAL AMOUNT 

       

      AND
        RATES
        OF PAYMENT

       

      
        	
                Distribution
                  Date

              	 	
                Scheduled
                  Notional 

                Amount
                  ($)

              	 	
                Rate
                  of Payment (%)

              
	
                July
                  25, 2007

              	 	
                0.00

              	 	
                0.00

              
	
                August
                  25, 2007

              	 	
                344,421,881.00

              	 	
                5.43

              
	
                September
                  25, 2007

              	 	
                335,216,109.00

              	 	
                5.45

              
	
                October
                  25, 2007

              	 	
                326,259,374.00

              	 	
                5.43

              
	
                November
                  25, 2007

              	 	
                317,544,861.00

              	 	
                5.42

              
	
                December
                  25, 2007

              	 	
                309,065,947.00

              	 	
                5.41

              
	
                January
                  25, 2008

              	 	
                300,816,189.00

              	 	
                5.42

              
	
                February
                  25, 2008

              	 	
                292,789,323.00

              	 	
                5.41

              
	
                March
                  25, 2008

              	 	
                284,979,259.00

              	 	
                5.40

              
	
                April
                  25, 2008

              	 	
                277,380,074.00

              	 	
                5.39

              
	
                May
                  25, 2008

              	 	
                269,986,008.00

              	 	
                5.38

              
	
                June
                  25, 2008

              	 	
                262,791,462.00

              	 	
                5.37

              
	
                July
                  25, 2008

              	 	
                255,790,989.00

              	 	
                5.36

              
	
                August
                  25, 2008

              	 	
                247,446,421.00

              	 	
                5.36

              
	
                September
                  25, 2008

              	 	
                239,376,280.00

              	 	
                5.36

              
	
                October
                  25, 2008

              	 	
                231,571,471.00

              	 	
                5.37

              
	
                November
                  25, 2008

              	 	
                224,023,204.00

              	 	
                5.38

              
	
                December
                  25, 2008

              	 	
                216,722,981.00

              	 	
                5.39

              
	
                January
                  25, 2009

              	 	
                209,662,586.00

              	 	
                5.40

              
	
                February
                  25, 2009

              	 	
                202,834,079.00

              	 	
                5.41

              
	
                March
                  25, 2009

              	 	
                196,229,785.00

              	 	
                5.42

              
	
                April
                  25, 2009

              	 	
                189,842,285.00

              	 	
                5.43

              
	
                May
                  25, 2009

              	 	
                183,664,405.00

              	 	
                5.44

              
	
                June
                  25, 2009

              	 	
                177,689,212.00

              	 	
                5.45

              
	
                July
                  25, 2009

              	 	
                171,910,005.00

              	 	
                5.47

              
	
                August
                  25, 2009

              	 	
                166,320,305.00

              	 	
                5.48

              
	
                September
                  25, 2009

              	 	
                160,913,847.00

              	 	
                5.49

              
	
                October
                  25, 2009

              	 	
                155,684,578.00

              	 	
                5.51

              
	
                November
                  25, 2009

              	 	
                150,626,644.00

              	 	
                5.52

              
	
                December
                  25, 2009

              	 	
                145,734,388.00

              	 	
                5.53

              
	
                January
                  25, 2010

              	 	
                141,002,338.00

              	 	
                5.54

              
	
                February
                  25, 2010

              	 	
                136,425,208.00

              	 	
                5.55

              
	
                March
                  25, 2010

              	 	
                131,997,885.00

              	 	
                5.57

              
	
                April
                  25, 2010

              	 	
                127,715,426.00

              	 	
                5.58

              
	
                May
                  25, 2010

              	 	
                123,573,054.00

              	 	
                5.59

              
	
                June
                  25, 2010

              	 	
                119,566,150.00

              	 	
                5.60

              
	
                July
                  25, 2010

              	 	
                115,690,248.00

              	 	
                5.61

              
	
                August
                  25, 2010

              	 	
                111,941,030.00

              	 	
                5.63

              
	
                September
                  25, 2010

              	 	
                108,313,584.00

              	 	
                5.64

              
	
                October
                  25, 2010

              	 	
                104,804,662.00

              	 	
                5.66

              
	
                November
                  25, 2010

              	 	
                101,409,519.00

              	 	
                5.67

              
	
                December
                  25, 2010

              	 	
                98,124,380.00

              	 	
                5.68

              
	
                January
                  25, 2011

              	 	
                94,946,546.00

              	 	
                5.69

              
	
                February
                  25, 2011

              	 	
                91,869,742.00

              	 	
                5.70

              
	
                March
                  25, 2011

              	 	
                88,893,472.00

              	 	
                5.71

              
	
                April
                  25, 2011

              	 	
                86,012,234.00

              	 	
                5.71

              
	
                May
                  25, 2011

              	 	
                83,223,188.00

              	 	
                5.72

              
	
                June
                  25, 2011

              	 	
                80,523,220.00

              	 	
                5.72

              
	
                July
                  25, 2011 and thereafter

              	 	
                0.00

              	 	
                0.00

              


      

      


       


      
        
          
          

        

        
          Sch.
            B-1

          
            

          

        

        
          
          

        

      


      POOL
        3
        SWAP AGREEMENT SCHEDULED NOTIONAL AMOUNT 

       

      AND
        RATES
        OF PAYMENT

       

      
        	
                Distribution
                  Date

              	 	
                Scheduled
                  Notional 

                Amount
                  ($)

              	 	
                Rate
                  of Payment (%)

              
	
                July
                  25, 2007

              	 	
                0.00

              	 	
                0.00

              
	
                August
                  25, 2007

              	 	
                199,827,326.00

              	 	
                5.43

              
	
                September
                  25, 2007

              	 	
                194,463,511.00

              	 	
                5.45

              
	
                October
                  25, 2007

              	 	
                189,245,261.00

              	 	
                5.43

              
	
                November
                  25, 2007

              	 	
                184,168,584.00

              	 	
                5.42

              
	
                December
                  25, 2007

              	 	
                179,229,599.00

              	 	
                5.42

              
	
                January
                  25, 2008

              	 	
                174,424,533.00

              	 	
                5.43

              
	
                February
                  25, 2008

              	 	
                169,749,717.00

              	 	
                5.42

              
	
                March
                  25, 2008

              	 	
                165,201,584.00

              	 	
                5.41

              
	
                April
                  25, 2008

              	 	
                160,776,664.00

              	 	
                5.40

              
	
                May
                  25, 2008

              	 	
                156,471,586.00

              	 	
                5.39

              
	
                June
                  25, 2008

              	 	
                152,283,068.00

              	 	
                5.37

              
	
                July
                  25, 2008

              	 	
                148,207,923.00

              	 	
                5.36

              
	
                August
                  25, 2008

              	 	
                144,243,049.00

              	 	
                5.36

              
	
                September
                  25, 2008

              	 	
                140,385,430.00

              	 	
                5.36

              
	
                October
                  25, 2008

              	 	
                136,632,136.00

              	 	
                5.36

              
	
                November
                  25, 2008

              	 	
                132,980,313.00

              	 	
                5.36

              
	
                December
                  25, 2008

              	 	
                129,427,191.00

              	 	
                5.36

              
	
                January
                  25, 2009

              	 	
                125,970,074.00

              	 	
                5.38

              
	
                February
                  25, 2009

              	 	
                122,606,338.00

              	 	
                5.38

              
	
                March
                  25, 2009

              	 	
                119,333,436.00

              	 	
                5.39

              
	
                April
                  25, 2009

              	 	
                116,148,888.00

              	 	
                5.39

              
	
                May
                  25, 2009

              	 	
                113,050,284.00

              	 	
                5.40

              
	
                June
                  25, 2009

              	 	
                110,035,279.00

              	 	
                5.41

              
	
                July
                  25, 2009

              	 	
                107,101,594.00

              	 	
                5.43

              
	
                August
                  25, 2009

              	 	
                104,247,011.00

              	 	
                5.44

              
	
                September
                  25, 2009

              	 	
                101,469,375.00

              	 	
                5.46

              
	
                October
                  25, 2009

              	 	
                98,766,590.00

              	 	
                5.48

              


      


      
        
          
          

        

        
          Sch.
            B-2

          
            

          

        

        
          
          

        

      

       

      
        
          
            	
                    Distribution
                      Date

                  	 	
                    Scheduled
                      Notional Amount ($)

                  	 	
                    Rate
                      of Payment (%)

                  
	
                    November
                      25, 2009

                  	 	
                    96,136,615.00

                  	 	
                    5.49

                  
	
                    December
                      25, 2009

                  	 	
                    93,577,470.00

                  	 	
                    5.50

                  
	
                    January
                      25, 2010

                  	 	
                    91,087,225.00

                  	 	
                    5.51

                  
	
                    February
                      25, 2010

                  	 	
                    88,664,006.00

                  	 	
                    5.52

                  
	
                    March
                      25, 2010

                  	 	
                    86,304,122.00

                  	 	
                    5.53

                  
	
                    April
                      25, 2010

                  	 	
                    84,006,389.00

                  	 	
                    5.53

                  
	
                    May
                      25, 2010

                  	 	
                    81,768,850.00

                  	 	
                    5.54

                  
	
                    June
                      25, 2010

                  	 	
                    45,157,115.00

                  	 	
                    5.55

                  
	
                    July
                      25, 2010

                  	 	
                    43,957,362.00

                  	 	
                    5.56

                  
	
                    August
                      25, 2010

                  	 	
                    42,789,842.00

                  	 	
                    5.57

                  
	
                    September
                      25, 2010

                  	 	
                    41,653,679.00

                  	 	
                    5.58

                  
	
                    October
                      25, 2010

                  	 	
                    40,548,023.00

                  	 	
                    5.59

                  
	
                    November
                      25, 2010

                  	 	
                    39,472,045.00

                  	 	
                    5.60

                  
	
                    December
                      25, 2010

                  	 	
                    38,424,939.00

                  	 	
                    5.61

                  
	
                    January
                      25, 2011

                  	 	
                    37,405,924.00

                  	 	
                    5.62

                  
	
                    February
                      25, 2011

                  	 	
                    36,414,237.00

                  	 	
                    5.63

                  
	
                    March
                      25, 2011

                  	 	
                    35,449,137.00

                  	 	
                    5.63

                  
	
                    April
                      25, 2011

                  	 	
                    34,509,904.00

                  	 	
                    5.64

                  
	
                    May
                      25, 2011

                  	 	
                    33,595,837.00

                  	 	
                    5.65

                  
	
                    June
                      25, 2011

                  	 	
                    32,706,254.00

                  	 	
                    5.66

                  
	
                    July
                      25, 2011

                  	 	
                    31,838,810.00

                  	 	
                    5.67

                  
	
                    August
                      25, 2011

                  	 	
                    30,994,631.00

                  	 	
                    5.68

                  
	
                    September
                      25, 2011

                  	 	
                    30,171,175.00

                  	 	
                    5.69

                  
	
                    October
                      25, 2011

                  	 	
                    29,288,712.00

                  	 	
                    5.70

                  
	
                    November
                      25, 2011 and thereafter

                  	 	
                    0.00

                  	 	
                    0.00

                  


          

        

      

      




      
        
          
          

        

        
          Sch.
            B-3

          
            

          

        

        
          
          

        

      


      SCHEDULE
        C

      


      Early
        Payment Default Mortgage Loans

      


      [Intentionally
        Omitted]

       


      
        
          
          

        

        
          Sch.
            C-1