Execution
      Copy

     

    

      STRUCTURED
        ASSET SECURITIES CORPORATION, as Depositor,

       

      AURORA
        LOAN SERVICES LLC, as Master Servicer,

       

      and
        

       

      WELLS
        FARGO BANK, N.A., as Trustee

       

       

        
          

        

      

       

      TRUST
        AGREEMENT

       

      Dated
        as
        of June 1, 2007

       

      
        
 

       

      STRUCTURED
        ADJUSTABLE RATE MORTGAGE LOAN TRUST

      MORTGAGE
        PASS-THROUGH CERTIFICATES

      SERIES
        2007-6

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      TABLE
        OF
        CONTENTS

      PAGE

      

        
          	
                  ARTICLE
                    I DEFINITIONS 

                	
                  12

                
	
                  Section
                    1.01.

                	
                  Definitions.
                    

                	
                  12

                
	
                  Section
                    1.02.

                	
                  Calculations
                    Respecting Mortgage Loans. 

                	
                  64

                
	
                  Section
                    1.03.

                	
                  Rights
                    of the NIMS Insurer 

                	
                  64

                
	
                  ARTICLE
                    II DECLARATION OF TRUST; ISSUANCE OF CERTIFICATES 

                	
                  64

                
	
                  Section
                    2.01.

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

                	
                  64

                
	
                  Section
                    2.02.

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

                	
                  69

                
	
                  Section
                    2.03.

                	
                  Representations
                    and Warranties of the Depositor. 

                	
                  70

                
	
                  Section
                    2.04.

                	
                  Discovery
                    of Breach. 72

                	 
	
                  Section
                    2.05.

                	
                  Repurchase,
                    Purchase or Substitution of Mortgage Loans. 

                	
                  73

                
	
                  Section
                    2.06.

                	
                  Grant
                    Clause. 

                	
                  74

                
	
                  ARTICLE
                    III THE CERTIFICATES 

                	
                  74

                
	
                  Section
                    3.01.

                	
                  The
                    Certificates. 

                	
                  74

                
	
                  Section
                    3.02.

                	
                  Registration.
                    

                	
                  76

                
	
                  Section
                    3.03.

                	
                  Transfer
                    and Exchange of Certificates. 

                	
                  76

                
	
                  Section
                    3.04.

                	
                  Cancellation
                    of Certificates. 

                	
                  82

                
	
                  Section
                    3.05.

                	
                  Replacement
                    of Certificates. 

                	
                  82

                
	
                  Section
                    3.06.

                	
                  Persons
                    Deemed Owners.

                	
                  82

                
	
                  Section
                    3.07.

                	
                  Temporary
                    Certificates. 

                	
                  83

                
	
                  Section
                    3.08.

                	
                  Appointment
                    of Paying Agent. 

                	
                  83

                
	
                  Section
                    3.09.

                	
                  Book-Entry
                    Certificates. 

                	
                  84

                
	
                  ARTICLE
                    IV ADMINISTRATION OF THE TRUST FUND 

                	
                  85

                
	
                  Section
                    4.01.

                	
                  Collection
                    Account. 

                	
                  85

                
	
                  Section
                    4.02.

                	
                  Application
                    of Funds in the Collection Account. 

                	
                  87

                
	
                  Section
                    4.03.

                	
                  Reports
                    to Certificateholders. 

                	
                  90

                
	
                  Section
                    4.04.

                	
                  Certificate
                    Account. 

                	
                  94

                
	
                  ARTICLE
                    V DISTRIBUTIONS TO HOLDERS OF CERTIFICATES 

                	
                  95

                
	
                  Section
                    5.01.

                	
                  Distributions
                    Generally. 

                	
                  95

                
	
                  Section
                    5.02.

                	
                  Distributions
                    from the Certificate Account. 

                	
                  96

                
	
                  Section
                    5.03.

                	
                  Allocation
                    of Realized Losses. 

                	
                  110

                
	
                  Section
                    5.04.

                	
                  Advances
                    by the Master Servicer and the Trustee. 

                	
                  112

                
	
                  Section
                    5.05.

                	
                  Compensating
                    Interest Payments. 

                	
                  113

                
	
                  Section
                    5.06.

                	
                  Reserved.
                    

                	
                  113

                
	
                  Section
                    5.07.

                	
                  Basis
                    Risk Reserve Funds. 

                	
                  113

                
	
                  Section
                    5.08.

                	
                  Supplemental
                    Interest Trust. 

                	
                  113

                
	
                  Section
                    5.09.

                	
                  Collateral
                    Account. 

                	
                  114

                
	
                  Section
                    5.10.

                	
                  Rights
                    of Swap Counterparty. 

                	
                  114

                
	
                  Section
                    5.11.

                	
                  Termination
                    Receipts. 

                	
                  115

                
	
                  Section
                    5.12.

                	
                  1-X
                    Component Account. 

                	
                  115

                
	
                  Section
                    5.13.

                	
                  The
                    Class P Reserve Fund. 

                	
                  116

                
	
                  ARTICLE
                    VI CONCERNING THE TRUSTEE; EVENTS OF DEFAULT 

                	
                  117

                


        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
          	
                  Section
                    6.01.

                	
                  Duties
                    of Trustee. 

                	
                  117

                
	
                  Section
                    6.02.

                	
                  Certain
                    Matters Affecting the Trustee. 

                	
                  120

                
	
                  Section
                    6.03.

                	
                  Trustee
                    Not Liable for Certificates. 

                	
                  121

                
	
                  Section
                    6.04.

                	
                  Trustee
                    May Own Certificates. 

                	
                  122

                
	
                  Section
                    6.05.

                	
                  Eligibility
                    Requirements for Trustee. 

                	
                  122

                
	
                  Section
                    6.06.

                	
                  Resignation
                    and Removal of Trustee. 

                	
                  122

                
	
                  Section
                    6.07.

                	
                  Successor
                    Trustee. 

                	
                  123

                
	
                  Section
                    6.08.

                	
                  Merger
                    or Consolidation of Trustee. 

                	
                  124

                
	
                  Section
                    6.09.

                	
                  Appointment
                    of Co-Trustee, Separate Trustee or Custodian

                	
                  .
                    124

                
	
                  Section
                    6.10.

                	
                  Authenticating
                    Agents. 

                	
                  126

                
	
                  Section
                    6.11.

                	
                  Indemnification
                    of Trustee. 

                	
                  127

                
	
                  Section
                    6.12.

                	
                  Fees
                    and Expenses of Trustee and Custodian. 

                	
                  128

                
	
                  Section
                    6.13.

                	
                  Collection
                    of Monies. 

                	
                  128

                
	
                  Section
                    6.14.

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

                	
                  128

                
	
                  Section
                    6.15.

                	
                  Additional
                    Remedies of Trustee Upon Event of Default. 

                	
                  133

                
	
                  Section
                    6.16.

                	
                  Waiver
                    of Defaults. 

                	
                  133

                
	
                  Section
                    6.17.

                	
                  Notification
                    to Holders. 

                	
                  134

                
	
                  Section
                    6.18.

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

                	
                  134

                
	
                  Section
                    6.19.

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

                	
                  134

                
	
                  Section
                    6.20.

                	
                  Preparation
                    of Tax Returns and Other Reports. 

                	
                  134

                
	
                  Section
                    6.21.

                	
                  Reporting
                    Requirements of the Commission. 

                	
                  141

                
	
                  Section
                    6.22.

                	
                  No
                    Merger. 

                	
                  141

                
	
                  Section
                    6.23.

                	
                  Indemnification
                    by the Trustee. 

                	
                  141

                
	
                  ARTICLE
                    VII PURCHASE AND TERMINATION OF THE TRUST FUND 

                	
                  142

                
	
                  Section
                    7.01.

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

                	
                  142

                
	
                  Section
                    7.02.

                	
                  Procedure
                    Upon Termination of Trust Fund. 

                	
                  144

                
	
                  Section
                    7.03.

                	
                  Additional
                    Requirements under the REMIC Provisions. 

                	
                  145

                
	
                  Section
                    7.04.

                	
                  Optional
                    Purchase Right of NIMS Insurer. 

                	
                  146

                
	
                  ARTICLE
                    VIII RIGHTS OF CERTIFICATEHOLDERS 

                	
                  146

                
	
                  Section
                    8.01.

                	
                  Limitation
                    on Rights of Holders. 

                	
                  146

                
	
                  Section
                    8.02.

                	
                  Access
                    to List of Holders. 

                	
                  147

                
	
                  Section
                    8.03.

                	
                  Acts
                    of Holders of Certificates. 

                	
                  147

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

                	
                  148

                
	
                  Section
                    9.01.

                	
                  Duties
                    of the Master Servicer. 

                	
                  148

                
	
                  Section
                    9.02.

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

                	
                  148

                
	
                  Section
                    9.03.

                	
                  Master
                    Servicer’s Financial Statements and Related Information.
                    

                	
                  149

                
	
                  Section
                    9.04.

                	
                  Power
                    to Act; Procedures. 

                	
                  149

                
	
                  Section
                    9.05.

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

                	
                  151

                
	
                  Section
                    9.06.

                	
                  Collection
                    of Taxes, Assessments and Similar Items. 

                	
                  152

                


        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
          	
                  Section
                    9.07.

                	
                  Termination
                    of Servicing Agreements; Successor Servicers. 

                	
                  153

                
	
                  Section
                    9.08.

                	
                  Master
                    Servicer Liable for Enforcement. 

                	
                  153

                
	
                  Section
                    9.09.

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

                	
                  154

                
	
                  Section
                    9.10.

                	
                  Assumption
                    of Servicing Agreement by Trustee. 

                	
                  154

                
	
                  Section
                    9.11.

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

                	
                  154

                
	
                  Section
                    9.12.

                	
                  Release
                    of Mortgage Files. 

                	
                  155

                
	
                  Section
                    9.13.

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

                	
                  156

                
	
                  Section
                    9.14.

                	
                  Representations
                    and Warranties of the Master Servicer. 

                	
                  157

                
	
                  Section
                    9.15.

                	
                  Closing
                    Certificate and Opinion. 

                	
                  160

                
	
                  Section
                    9.16.

                	
                  Standard
                    Hazard and Flood Insurance Policies. 

                	
                  160

                
	
                  Section
                    9.17.

                	
                  Presentment
                    of Claims and Collection of Proceeds. 

                	
                  160

                
	
                  Section
                    9.18.

                	
                  Maintenance
                    of the Primary Mortgage Insurance Policies. 

                	
                  161

                
	
                  Section
                    9.19.

                	
                  Trustee
                    To Retain Possession of Certain Insurance Policies and Documents.
                    

                	
                  161

                
	
                  Section
                    9.20.

                	
                  Realization
                    Upon Defaulted Mortgage Loans. 

                	
                  161

                
	
                  Section
                    9.21.

                	
                  Compensation
                    to the Master Servicer. 

                	
                  162

                
	
                  Section
                    9.22.

                	
                  REO
                    Property. 

                	
                  163

                
	
                  Section
                    9.23.

                	
                  Notices
                    to the Depositor and the Trustee 

                	
                  164

                
	
                  Section
                    9.24.

                	
                  Reports
                    to the Trustee. 

                	
                  164

                
	
                  Section
                    9.25.

                	
                  Assessment
                    of Compliance and Attestation Reports. 

                	
                  165

                
	
                  Section
                    9.26.

                	
                  Annual
                    Statement of Compliance with Applicable Servicing Criteria .
                    

                	
                  167

                
	
                  Section
                    9.27.

                	
                  Merger
                    or Consolidation. 

                	
                  167

                
	
                  Section
                    9.28.

                	
                  Resignation
                    of Master Servicer. 

                	
                  167

                
	
                  Section
                    9.29.

                	
                  Assignment
                    or Delegation of Duties by the Master Servicer.

                	
                  168

                
	
                  Section
                    9.30.

                	
                  Limitation
                    on Liability of the Master Servicer and Others. 

                	
                  168

                
	
                  Section
                    9.31.

                	
                  Indemnification;
                    Third-Party Claims. 

                	
                  169

                
	
                  Section
                    9.32.

                	
                  Allocation
                    to Related Mortgage Pool. 

                	
                  170

                
	
                  ARTICLE
                    X REMIC ADMINISTRATION 

                	
                  170

                
	
                  Section
                    10.01.

                	
                  REMIC
                    and Grantor Trust Administration. 

                	
                  170

                
	
                  Section
                    10.02.

                	
                  Prohibited
                    Transactions and Activities. 

                	
                  178

                
	
                  Section
                    10.03.

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

                	
                  178

                
	
                  Section
                    10.04.

                	
                  REO
                    Property. 

                	
                  179

                
	
                  ARTICLE
                    XI MISCELLANEOUS PROVISIONS 

                	
                  180

                
	
                  Section
                    11.01.

                	
                  Binding
                    Nature of Agreement; Assignment. 

                	
                  180

                
	
                  Section
                    11.02.

                	
                  Entire
                    Agreement. 

                	
                  181

                
	
                  Section
                    11.03.

                	
                  Amendment.
                    

                	
                  181

                
	
                  Section
                    11.04.

                	
                  Voting
                    Rights. 

                	
                  182

                
	
                  Section
                    11.05.

                	
                  Provision
                    of Information. 

                	
                  182

                
	
                  Section
                    11.06.

                	
                  Governing
                    Law. 

                	
                  183

                
	
                  Section
                    11.07.

                	
                  Notices.
                    

                	
                  183

                
	
                  Section
                    11.08.

                	
                  Severability
                    of Provisions. 

                	
                  183

                
	
                  Section
                    11.09.

                	
                  Indulgences;
                    No Waivers. 

                	
                  184

                


        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
          	
                  Section
                    11.10.

                	
                  Headings
                    Not To Affect Interpretation.

                	
                  184

                
	
                  Section
                    11.11.

                	
                  Benefits
                    of Agreement. 

                	
                  184

                
	
                  Section
                    11.12.

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

                	
                  184

                
	
                  Section
                    11.13.

                	
                  Counterparts.
                    

                	
                  185

                
	
                  Section
                    11.14.

                	
                  Transfer
                    of Servicing. 

                	
                  185

                
	
                  Section
                    11.15.

                	
                  Conflicts.
                    

                	
                  187

                
	
                  Section
                    11.16.

                	
                  Third
                    Party Rights. 

                	
                  187

                


        

      

      


      
        	
                Exhibit
                  A

              	
                Forms
                  of Certificates

              
	
                Exhibit
                  B-1

              	
                Form
                  of Initial Certification

              
	
                Exhibit
                  B-2

              	
                Form
                  of Interim Certification

              
	
                Exhibit
                  B-3

              	
                Form
                  of Final Certification

              
	
                Exhibit
                  B-4

              	
                Form
                  of Endorsement

              
	
                Exhibit
                  C

              	
                Request
                  for Release of Documents and Receipt

              
	
                Exhibit
                  D-l

              	
                Form
                  of Residual Certificate Transfer Affidavit (Transferee)

              
	
                Exhibit
                  D-2

              	
                Form
                  of Residual Certificate Transfer Affidavit (Transferor)

              
	
                Exhibit
                  E

              	
                Servicing
                  Agreements

              
	
                Exhibit
                  F

              	
                Form
                  of Rule 144A Transfer Certificate

              
	
                Exhibit
                  G

              	
                Form
                  of Purchaser’s Letter for Institutional Accredited
                  Investors

              
	
                Exhibit
                  H

              	
                Form
                  of ERISA Transfer Affidavit

              
	
                Exhibit
                  I

              	
                Monthly
                  Remittance Advice

              
	
                Exhibit
                  J

              	
                Monthly
                  Electronic Data Transmission

              
	
                Exhibit
                  K

              	
                Custodial
                  Agreements

              
	
                Exhibit
                  L-1

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

              
	
                Exhibit
                  L-2

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

              
	
                Exhibit
                  M

              	
                Reserved

              
	
                Exhibit
                  N

              	
                Swap
                  Agreement 

              
	
                Exhibit
                  O

              	
                Servicing
                  Criteria to be Addressed in Assessment of Compliance

              
	
                Exhibit
                  P-1

              	
                Additional
                  Form 10-D Disclosure 

              
	
                Exhibit
                  P-2

              	
                Additional
                  Form 10-K Disclosure 

              
	
                Exhibit
                  P-3

              	
                Additional
                  Form 8-K Disclosure 

              
	
                Exhibit
                  P-4

              	
                Additional
                  Disclosure Notification

              
	
                Exhibit
                  Q-1

              	
                Form
                  of Back-up Sarbanes-Oxley Certification

              
	
                Exhibit
                  Q-2

              	
                Form
                  of Certification to be Provided by the Trustee

              
	
                Exhibit
                  R

              	
                Transaction
                  Parties

              
	 	 
	
                Schedule
                  A

              	
                Mortgage
                  Loan Schedule

              
	
                Schedule
                  B

              	
                Early
                  Payment Default Mortgage Loans

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
 

      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 WELLS FARGO BANK, N.A., a national banking association, as
        trustee (the “Trustee”).

       

      PRELIMINARY
        STATEMENT

       

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

       

      As
        provided herein, elections shall be made in accordance with the provisions
        of
        Section 10.01 that the Trust Fund (other than (i) the Swap Agreement, (ii)
        the
        Supplemental Interest Trust, (iii) the Basis Risk Reserve Fund, (iv) the
        rights
        to receive Prepayment Penalty Amounts distributable to the Class P Certificates
        and the Class P Reserve Funds, (v) 1-X Component Account, (vi) the Lower
        Tier
        Interests and (vii) the right to receive FPD Premiums and EPD Premiums) be
        treated for federal income tax purposes as comprising four real estate mortgage
        investment conduits (each a “REMIC” or, in the alternative, the “SWAP REMIC,”
“REMIC I-1,” “REMIC
        I-2,” “REMIC II-1”).
        Each
        Group I Certificate and the Class X Certificate represents ownership of one
        or
        more regular interests in REMIC I-2 for purposes of the REMIC Provisions.
        In
        addition, each Group I 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 Shortfalls. In
        addition, the Class X Certificates represent the right to receive FPD Premiums
        and EPD Premiums with respect to Pool 1 and Pool 2. The
        Class
        R-I Certificate represents ownership of the sole Class of residual interest
        in
        each of the SWAP REMIC, REMIC I-1 and REMIC I-2 for purposes of the REMIC
        Provisions. Each Group II Certificate (other than the Class R-II Certificate)
        represents ownership of regular interests in REMIC II-1 for purposes of the
        REMIC Provisions. The Class R-II Certificate represents ownership of the
        sole
        Class of residual interest in each of REMIC II-1.

      


      GROUP
        I REMICS

      


      REMIC
        I-2
        shall hold as its assets the classes of REMIC I-1 Regular Interests and the
        REMIC I-1 Regular Interests are hereby designated as regular interests in
        REMIC
        I-1. REMIC I-1 shall hold as its assets the classes of SWAP REMIC Regular
        Interests and the SWAP REMIC Regular Interests are hereby designated as regular
        interests in the SWAP REMIC. The SWAP REMIC shall hold as its assets the
        property of the Trust Fund related to Pool 1 other than (i) the Swap Agreement,
        (ii) the Supplemental Interest Trust, (iii) the Basis Risk Reserve Fund,
        (iv)
        the rights to receive Prepayment Penalty Amounts distributable to the Class
        P
        Certificates and the Class P Reserve Funds, (v) the 1-X Component Account,
        (vi)
        the Lower Tier Interests and (vii) the right to receive FPD Premiums and
        EPD
        Premiums.

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      The
        SWAP REMIC

      


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

      


      
        	
                Class
                  Designation

              	
                Initial
                  Principal Balance

              	
                Interest
                  Rate

              
	 	 	 
	
                SW-Z

              	
                $33,271,550.450

              	
                (1)

              
	
                SW2A

              	
                $7,099,662.500

              	
                (2)

              
	
                SW2B

              	
                $7,099,662.500

              	
                (3)

              
	
                SW3A

              	
                $6,937,400.500

              	
                (2)

              
	
                SW3B

              	
                $6,937,400.500

              	
                (3)

              
	
                SW4A

              	
                $7,001,943.500

              	
                (2)

              
	
                SW4B

              	
                $7,001,943.500

              	
                (3)

              
	
                SW5A

              	
                $6,354,793.000

              	
                (2)

              
	
                SW5B

              	
                $6,354,793.000

              	
                (3)

              
	
                SW6A

              	
                $6,211,839.500

              	
                (2)

              
	
                SW6B

              	
                $6,211,839.500

              	
                (3)

              
	
                SW7A

              	
                $5,863,757.500

              	
                (2)

              
	
                SW7B

              	
                $5,863,757.500

              	
                (3)

              
	
                SW8A

              	
                $5,908,693.000

              	
                (2)

              
	
                SW8B

              	
                $5,908,693.000

              	
                (3)

              
	
                SW9A

              	
                $5,447,373.500

              	
                (2)

              
	
                SW9B

              	
                $5,447,373.500

              	
                (3)

              
	
                SW10A

              	
                $5,254,857.500

              	
                (2)

              
	
                SW10B

              	
                $5,254,857.500

              	
                (3)

              
	
                SW11A

              	
                $5,069,142.000

              	
                (2)

              
	
                SW11B

              	
                $5,069,142.000

              	
                (3)

              
	
                SW12A

              	
                $4,889,988.500

              	
                (2)

              
	
                SW12B

              	
                $4,889,988.500

              	
                (3)

              
	
                SW13A

              	
                $5,655,143.500

              	
                (2)

              
	
                SW13B

              	
                $5,655,143.500

              	
                (3)

              
	
                SW14A

              	
                $5,336,449.500

              	
                (2)

              
	
                SW14B

              	
                $5,336,449.500

              	
                (3)

              
	
                SW15A

              	
                $5,113,606.500

              	
                (2)

              
	
                SW15B

              	
                $5,113,606.500

              	
                (3)

              
	
                SW16A

              	
                $5,003,096.000

              	
                (2)

              
	
                SW16B

              	
                $5,003,096.000

              	
                (3)

              
	
                SW17A

              	
                $4,691,061.500

              	
                (2)

              


      

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      
        	
                SW17B

              	
                $4,691,061.500

              	
                (3)

              
	
                SW18A

              	
                $4,867,546.000

              	
                (2)

              
	
                SW18B

              	
                $4,867,546.000

              	
                (3)

              
	
                SW19A

              	
                $4,291,501.000

              	
                (2)

              
	
                SW19B

              	
                $4,291,501.000

              	
                (3)

              
	
                SW20A

              	
                $4,138,850.000

              	
                (2)

              
	
                SW20B

              	
                $4,138,850.000

              	
                (3)

              
	
                SW21A

              	
                $3,998,842.500

              	
                (2)

              
	
                SW21B

              	
                $3,998,842.500

              	
                (3)

              
	
                SW22A

              	
                $3,826,137.500

              	
                (2)

              
	
                SW22B

              	
                $3,826,137.500

              	
                (3)

              
	
                SW23A

              	
                $3,697,264.000

              	
                (2)

              
	
                SW23B

              	
                $3,697,264.000

              	
                (3)

              
	
                SW24A

              	
                $3,539,743.500

              	
                (2)

              
	
                SW24B

              	
                $3,539,743.500

              	
                (3)

              
	
                SW25A

              	
                $4,018,173.000

              	
                (2)

              
	
                SW25B

              	
                $4,018,173.000

              	
                (3)

              
	
                SW26A

              	
                $3,768,677.500

              	
                (2)

              
	
                SW26B

              	
                $3,768,677.500

              	
                (3)

              
	
                SW27A

              	
                $3,709,236.000

              	
                (2)

              
	
                SW27B

              	
                $3,709,236.000

              	
                (3)

              
	
                SW28A

              	
                $3,497,325.500

              	
                (2)

              
	
                SW28B

              	
                $3,497,325.500

              	
                (3)

              
	
                SW29A

              	
                $3,324,608.500

              	
                (2)

              
	
                SW29B

              	
                $3,324,608.500

              	
                (3)

              
	
                SW30A

              	
                $3,385,430.000

              	
                (2)

              
	
                SW30B

              	
                $3,385,430.000

              	
                (3)

              
	
                SW31A

              	
                $2,854,143.000

              	
                (2)

              
	
                SW31B

              	
                $2,854,143.000

              	
                (3)

              
	
                SW32A

              	
                $2,722,133.000

              	
                (2)

              
	
                SW32B

              	
                $2,722,133.000

              	
                (3)

              
	
                SW33A

              	
                $2,778,129.000

              	
                (2)

              
	
                SW33B

              	
                $2,778,129.000

              	
                (3)

              
	
                SW34A

              	
                $2,598,380.000

              	
                (2)

              
	
                SW34B

              	
                $2,598,380.000

              	
                (3)

              
	
                SW35A

              	
                $2,316,232.500

              	
                (2)

              
	
                SW35B

              	
                $2,316,232.500

              	
                (3)

              
	
                SW36A

              	
                $2,207,268.000

              	
                (2)

              
	
                SW36B

              	
                $2,207,268.000

              	
                (3)

              
	
                SW37A

              	
                $2,048,839.500

              	
                (2)

              
	
                SW37B

              	
                $2,048,839.500

              	
                (3)

              
	
                SW38A

              	
                $1,949,078.500

              	
                (2)

              
	
                SW38B

              	
                $1,949,078.500

              	
                (3)

              
	
                SW39A

              	
                $1,854,175.000

              	
                (2)

              


      

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      
        	
                SW39B

              	
                $1,854,175.000

              	
                (3)

              
	
                SW40A

              	
                $1,763,891.000

              	
                (2)

              
	
                SW40B

              	
                $1,763,891.000

              	
                (3)

              
	
                SW41A

              	
                $1,678,002.000

              	
                (2)

              
	
                SW41B

              	
                $1,678,002.000

              	
                (3)

              
	
                SW42A

              	
                $1,596,294.000

              	
                (2)

              
	
                SW42B

              	
                $1,596,294.000

              	
                (3)

              
	
                SW43A

              	
                $1,518,564.500

              	
                (2)

              
	
                SW43B

              	
                $1,518,564.500

              	
                (3)

              
	
                SW44A

              	
                $1,444,618.500

              	
                (2)

              
	
                SW44B

              	
                $1,444,618.500

              	
                (3)

              
	
                SW45A

              	
                $1,374,272.500

              	
                (2)

              
	
                SW45B

              	
                $1,374,272.500

              	
                (3)

              
	
                SW46A

              	
                $1,307,351.000

              	
                (2)

              
	
                SW46B

              	
                $1,307,351.000

              	
                (3)

              
	
                SW47A

              	
                $1,279,816.500

              	
                (2)

              
	
                SW47B

              	
                $1,279,816.500

              	
                (3)

              
	
                SW48A

              	
                $1,181,322.500

              	
                (2)

              
	
                SW48B

              	
                $1,181,322.500

              	
                (3)

              
	
                SW49A

              	
                $1,123,797.000

              	
                (2)

              
	
                SW49B

              	
                $1,123,797.000

              	
                (3)

              
	
                SW50A

              	
                $1,069,072.000

              	
                (2)

              
	
                SW50B

              	
                $1,069,072.000

              	
                (3)

              
	
                SW51A

              	
                $1,131,520.000

              	
                (2)

              
	
                SW51B

              	
                $1,131,520.000

              	
                (3)

              
	
                SW52A

              	
                $1,145,662.000

              	
                (2)

              
	
                SW52B

              	
                $1,145,662.000

              	
                (3)

              
	
                SW53A

              	
                $1,016,686.500

              	
                (2)

              
	
                SW53B

              	
                $1,016,686.500

              	
                (3)

              
	
                SW54A

              	
                $856,587.500

              	
                (2)

              
	
                SW54B

              	
                $856,587.500

              	
                (3)

              
	
                SW55A

              	
                $1,058,837.500

              	
                (2)

              
	
                SW55B

              	
                $1,058,837.500

              	
                (3)

              
	
                SW56A

              	
                $838,771.000

              	
                (2)

              
	
                SW56B

              	
                $838,771.000

              	
                (3)

              
	
                SW57A

              	
                $1,290,935.500

              	
                (2)

              
	
                SW57B

              	
                $1,290,935.500

              	
                (3)

              
	
                SW58A

              	
                $3,682,254.000

              	
                (2)

              
	
                SW58B

              	
                $3,682,254.000

              	
                (3)

              
	
                SW59A

              	
                $7,795,397.500

              	
                (2)

              
	
                SW59B

              	
                $7,795,397.500

              	
                (3)

              
	
                SW60A

              	
                $2,061,586.500

              	
                (2)

              
	
                SW60B

              	
                $2,061,586.500

              	
                (3)

              
	
                SW-R

              	
                (4)

              	
                (4)

              


      

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      
 

      (1) The
        interest rate on the Class SW-Z Interest shall be a per annum rate equal
        to the
        Pool 1-2 Net WAC.

      


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

      


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

      


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

      


      REMIC
        I-1

       

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

       

      
        	 	 	 	 	 	 	
                Corresponding

              
	
                Class

              	 	 	 	
                Initial
                  Class

              	 	
                Class
                  of

              
	
                Designation

              	 	
                Interest
                  Rate

              	 	
                Principal
                  Amount

              	 	
                Certificates

              
	 	 	 	 	 	 	 
	
                LTI1-1A1

              	 	
                (1)

              	 	
                (2)

              	 	
                1-A1

              
	
                LTI1-1A2

              	 	
                (1)

              	 	
                (2)

              	 	
                1-A2

              
	
                LTI1-2A1

              	 	
                (1)

              	 	
                (2)

              	 	
                2-A1

              
	
                LTI1-2A2

              	 	
                (1)

              	 	
                (2)

              	 	
                2-A2

              
	
                LTI1-2A3

              	 	
                (1)

              	 	
                (2)

              	 	
                2-A3

              
	
                LTI1-M1

              	 	
                (1)

              	 	
                (2)

              	 	
                M-1

              
	
                LTI1-M2

              	 	
                (1)

              	 	
                (2)

              	 	
                M-2

              
	
                LTI1-M3

              	 	
                (1)

              	 	
                (2)

              	 	
                M-3

              
	
                LTI1-M4

              	 	
                (1)

              	 	
                (2)

              	 	
                M-4

              


      

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      
        	
                LTI1-M5

              	 	
                (1)

              	 	
                (2)

              	 	
                M-5

              
	
                LTI1-M6

              	 	
                (1)

              	 	
                (2)

              	 	
                M-6

              
	
                LTI1-M7

              	 	
                (1)

              	 	
                (2)

              	 	
                M-7

              
	
                LTI1-M8

              	 	
                (1)

              	 	
                (2)

              	 	
                M-8

              
	
                LTI1-X

              	 	
                (1)

              	 	
                (3)

              	 	
                N/A

              
	
                LTI1-IO

              	 	
                (4)

              	 	
                (4)

              	 	
                N/A

              
	
                LTI1-R

              	 	
                (5)

              	 	
                (5)

              	 	
                N/A

              
	 	 	 	 	 	 	 


      

      


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

      


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

      


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

      


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

      


      
        	
                Distribution
                  Date

              	
                SWAP
                  REMIC Regular Interest

              
	
                2

              	
                Class
                  SW2A

              
	
                2-3

              	
                Class
                  SW3A

              
	
                2-4

              	
                Class
                  SW4A

              
	
                2-5

              	
                Class
                  SW5A

              


      


      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      


      


      
        	
                2-6

              	
                Class
                  SW6A

              
	
                2-7

              	
                Class
                  SW7A

              
	
                2-8

              	
                Class
                  SW8A

              
	
                2-9

              	
                Class
                  SW9A

              
	
                2-10

              	
                Class
                  SW10A

              
	
                2-11

              	
                Class
                  SW11A

              
	
                2-12

              	
                Class
                  SW12A

              
	
                2-13

              	
                Class
                  SW13A

              
	
                2-14

              	
                Class
                  SW14A

              
	
                2-15

              	
                Class
                  SW15A

              
	
                2-16

              	
                Class
                  SW16A

              
	
                2-17

              	
                Class
                  SW17A

              
	
                2-18

              	
                Class
                  SW18A

              
	
                2-19

              	
                Class
                  SW19A

              
	
                2-20

              	
                Class
                  SW20A

              
	
                2-21

              	
                Class
                  SW21A

              
	
                2-22

              	
                Class
                  SW22A

              
	
                2-23

              	
                Class
                  SW23A

              
	
                2-24

              	
                Class
                  SW24A

              
	
                2-25

              	
                Class
                  SW25A

              
	
                2-26

              	
                Class
                  SW26A

              
	
                2-27

              	
                Class
                  SW27A

              
	
                2-28

              	
                Class
                  SW28A

              
	
                2-29

              	
                Class
                  SW29A

              
	
                2-30

              	
                Class
                  SW30A

              
	
                2-31

              	
                Class
                  SW31A

              
	
                2-32

              	
                Class
                  SW32A

              
	
                2-33

              	
                Class
                  SW33A

              
	
                2-34

              	
                Class
                  SW34A

              
	
                2-35

              	
                Class
                  SW35A

              
	
                2-36

              	
                Class
                  SW36A

              
	
                2-37

              	
                Class
                  SW37A

              
	
                2-38

              	
                Class
                  SW38A

              
	
                2-39

              	
                Class
                  SW39A

              
	
                2-40

              	
                Class
                  SW40A

              
	
                2-41

              	
                Class
                  SW41A

              
	
                2-42

              	
                Class
                  SW42A

              
	
                2-43

              	
                Class
                  SW43A

              
	
                2-44

              	
                Class
                  SW44A

              
	
                2-45

              	
                Class
                  SW45A

              
	
                2-46

              	
                Class
                  SW46A

              
	
                2-47

              	
                Class
                  SW47A

              
	
                2-48

              	
                Class
                  SW48A

              
	
                2-49

              	
                Class
                  SW49A

              
	
                2-50

              	
                Class
                  SW50A

              
	
                2-51

              	
                Class
                  SW51A

              
	
                2-52

              	
                Class
                  SW52A

              
	
                2-53

              	
                Class
                  SW53A

              
	
                2-54

              	
                Class
                  SW54A

              
	
                2-55

              	
                Class
                  SW55A

              
	
                2-56

              	
                Class
                  SW56A

              
	
                2-57

              	
                Class
                  SW57A

              
	
                2-58

              	
                Class
                  SW58A

              
	
                2-59

              	
                Class
                  SW59A

              
	
                2-60

              	
                Class
                  SW60A

              


      

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

      
 

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


       

      REMIC
        I-2

       

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

       

      
        	
                Class

              	 	
                Interest

              	 	
                Initial
                  Class

              	 	
                Class
                  of Related

              
	
                Designation

              	 	
                Rate

              	 	
                Principal
                  Amount

              	 	
                Certificates

              
	 	 	 	 	 	 	 
	
                LTI2-1A1

              	 	
                (1)

              	 	
                $103,034,000
                  

              	 	
                1-A1

              
	
                LTI2-1A2

              	 	
                (1)

              	 	
                $
                  11,449,000 

              	 	
                1-A2

              
	
                LTI2-2A1

              	 	
                (1)

              	 	
                $184,634,000
                  

              	 	
                2-A1

              
	
                LTI2-2A2

              	 	
                (1)

              	 	
                $
                  70,162,000 

              	 	
                2-A2

              
	
                LTI2-2A3

              	 	
                (1)

              	 	
                $
                  28,310,000 

              	 	
                2-A3

              
	
                LTI2-M1

              	 	
                (1)

              	 	
                $
                  8,211,000

              	 	
                M-1

              
	
                LTI2-M2

              	 	
                (1)

              	 	
                $
                  5,618,000 

              	 	
                M-2

              
	
                LTI2-M3

              	 	
                (1)

              	 	
                $
                  3,025,000 

              	 	
                M-3

              
	
                LTI2-M4

              	 	
                (1)

              	 	
                $
                  5,185,000 

              	 	
                M-4

              
	
                LTI2-M5

              	 	
                (1)

              	 	
                $
                  2,160,000 

              	 	
                M-5

              
	
                LTI2-M6

              	 	
                (1)

              	 	
                $
                  3,457,000 

              	 	
                M-6

              
	
                LTI2-M7

              	 	
                (1)

              	 	
                $
                  2,160,000 

              	 	
                M-7

              
	
                LTI2-M8

              	 	
                (1)

              	 	
                $
                  2,592,000 

              	 	
                M-8

              
	
                Uncertificated
                  Class 1-X Interest

              	 	
                (2)

              	 	
                (2)

              	 	
                N/A

              
	
                LTI2-IO

              	 	
                (3)

              	 	
                (3)

              	 	
                N/A

              
	
                Residual
                  I Interest

              	 	
                (4)

              	 	
                (4)

              	 	
                N/A

              


      

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

      
 

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

      


      (2) The
        Uncertificated Class 1-X Interest shall have an initial principal balance
        equal
        to $2,166,072.45. The Uncertificated Class 1-X Interest shall accrue interest
        on
        a notional balance equal to the 1-X Component Notional Balance at a rate
        equal
        to the 1-X Component Interest Rate. The Uncertificated Class 1-X Interest
        shall
        be represented by the Class X Certificates.

      


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

      


      (4) 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-I Certificate.

      


      All
        calculations of interest on each regular interest in the SWAP REMIC, REMIC
        I-1
        and REMIC I-2 will be made on an “actual/360” basis; provided, however, that
        calculations of interest will be made on a “30/360” basis on any REMIC I-2
        Interest the Class of Related Certificates of which accrues on a “30/360”
basis.

      


      GROUP
        II REMICS

      


      REMIC
        II-1

      


      REMIC
        II-1 shall hold as its assets the property of the Trust Fund related to Pool
        3
        other than (i) the rights to receive Prepayment Penalty Amounts distributable
        to
        the Class 3-AP Certificates and the Class P Reserve Funds and (ii) the right
        to
        receive FPD Premiums and EPD Premiums.

      


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

      



      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      


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

       

      All
        calculations of interest on each regular interest in REMIC II-1 will be made
        on
        an “30/360” basis.


       

      The
        Certificates

       

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

      
        	
                 

                 

                Class
                  Designation

              	
                 

                Certificate
                  

                Interest
                  Rate

              	
                Initial
                  Class Principal

                Amount

              	
                 

                Minimum

                Denomination

              
	
                Class
                  1-A1

              	
                (1)

              	
                $103,034,000
                  

              	
                $25,000

              
	
                Class
                  1-A2

              	
                (2)

              	
                $11,449,000
                  

              	
                $25,000

              
	
                Class
                  2-A1

              	
                (3)

              	
                $184,634,000
                  

              	
                $25,000

              
	
                Class
                  2-A2

              	
                (4)

              	
                $70,162,000
                  

              	
                $25,000

              
	
                Class
                  2-A3

              	
                (5)

              	
                $28,310,000
                  

              	
                $25,000

              
	
                Class
                  3-A1

              	
                (6)

              	
                $216,764,000
                  

              	
                $25,000

              
	
                Class
                  3-A2

              	
                (6)

              	
                $38,610,000
                  

              	
                $25,000

              
	
                Class
                  M-1

              	
                (7)

              	
                $8,211,000

              	
                $25,000

              
	
                Class
                  M-2

              	
                (8)

              	
                $5,618,000
                  

              	
                $25,000

              
	
                Class
                  M-3

              	
                (9)

              	
                $3,025,000
                  

              	
                $25,000

              
	
                Class
                  M-4

              	
                (10)

              	
                $5,185,000
                  

              	
                $25,000

              
	
                Class
                  M-5

              	
                (10)

              	
                $2,160,000
                  

              	
                $25,000

              
	
                Class
                  M-6

              	
                (10)

              	
                $3,457,000
                  

              	
                $25,000

              
	
                Class
                  M-7

              	
                (10)

              	
                $2,160,000
                  

              	
                $25,000

              
	
                Class
                  M-8

              	
                (10)

              	
                $2,592,000
                  

              	
                $25,000

              
	
                Class
                  3-B1 

              	
                (6)

              	
                $6,773,000
                  

              	
                $100,000

              
	
                Class
                  3-B2 

              	
                (6)

              	
                $2,845,000
                  

              	
                $100,000

              
	
                Class
                  3-B3 

              	
                (6)

              	
                $1,896,000
                  

              	
                $100,000

              
	
                Class
                  3-B4 

              	
                (6)

              	
                $1,761,000

              	
                $250,000

              
	
                Class
                  3-B5 

              	
                (6)

              	
                $1,354,000

              	
                $250,000

              
	
                Class
                  3-B6 

              	
                (6)

              	
                $951,051
                  

              	
                $250,000

              
	
                Class
                  R-II

              	
                (6)

              	
                $100

              	
                $100

              
	
                Class
                  1-AP

              	
                (11)

              	
                $100

              	
                $10

              
	
                Class
                  2-AP

              	
                (12)

              	
                $100

              	
                $10

              
	
                Class
                  3-AP

              	
                (13)

              	
                $100

              	
                $10

              
	
                Class
                  X 

              	
                (14)

              	
                (14)

              	
                25%

              
	
                Class
                  R-I 

              	
                (15)

              	
                (15)

              	
                100%

              
	
                Class
                  C

              	
                (16)

              	
                (16)

              	
                25%

              


      

      ___________________________

      
        	
                (1)

              	
                For
                  any Distribution Date, the Certificate Interest Rate on the Class
                  1-A1
                  Certificates shall be a per annum rate equal to the lesser of (i)
                  LIBOR
                  plus 0.180% (the “1-A1 Margin”) and (ii) the Pool 1 Net Funds Cap for such
                  Distribution Date; provided, that if the Mortgage Loans in Pool
                  1 and Pool
                  2 and related property are not purchased pursuant to Section 7.01(b)
                  on
                  the Initial Optional Termination Date, then with respect to each
                  subsequent Distribution Date the per annum rate calculated pursuant
                  to
                  clause (i) above with respect to the Class 1-A1 Certificates will
                  be LIBOR
                  plus 0.360%.

              


      

      



      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      


      
        	
                (2)

              	
                For
                  any Distribution Date, the Certificate Interest Rate on the Class
                  1-A2
                  Certificates shall be a per annum rate equal to the lesser of (i)
                  LIBOR
                  plus 0.280% (the “1-A2 Margin”) and (ii) the Pool 1 Net Funds Cap for such
                  Distribution Date; provided, that if the Mortgage Loans in Pool
                  1 and Pool
                  2 and related property are not purchased pursuant to Section 7.01(b)
                  on
                  the Initial Optional Termination Date, then with respect to each
                  subsequent Distribution Date the per annum rate calculated pursuant
                  to
                  clause (i) above with respect to the Class 1-A2 Certificates will
                  be LIBOR
                  plus 0.560%.

              


      

      


      
        	
                (3)

              	
                For
                  any Distribution Date, the Certificate Interest Rate on the Class
                  2-A1
                  Certificates shall be a per annum rate equal to the lesser of (i)
                  LIBOR
                  plus 0.190% (the “2-A1 Margin”) and (ii) the Pool 2 Net Funds Cap for such
                  Distribution Date; provided, that if the Mortgage Loans in Pool
                  1 and Pool
                  2 and related property are not purchased pursuant to Section 7.01(b)
                  on
                  the Initial Optional Termination Date, then with respect to each
                  subsequent Distribution Date the per annum rate calculated pursuant
                  to
                  clause (i) above with respect to the Class 2-A1 Certificates will
                  be LIBOR
                  plus 0.380%.

              


      

      


      
        	
                (4)

              	
                For
                  any Distribution Date, the Certificate Interest Rate on the Class
                  2-A2
                  Certificates shall be a per annum rate equal to the lesser of (i)
                  LIBOR
                  plus 0.250% (the “2-A2 Margin”) and (ii) the Pool 2 Net Funds Cap for such
                  Distribution Date; provided, that if the Mortgage Loans in Pool
                  1 and Pool
                  2 and related property are not purchased pursuant to Section 7.01(b)
                  on
                  the Initial Optional Termination Date, then with respect to each
                  subsequent Distribution Date the per annum rate calculated pursuant
                  to
                  clause (i) above with respect to the Class 2-A2 Certificates will
                  be LIBOR
                  plus 0.500%.

              


      

      


      
        	
                (5)

              	
                For
                  any Distribution Date, the Certificate Interest Rate on the Class
                  2-A3
                  Certificates shall be a per annum rate equal to the lesser of (i)
                  LIBOR
                  plus 0.300% (the “2-A3 Margin”) and (ii) the Pool 2 Net Funds Cap for such
                  Distribution Date; provided, that if the Mortgage Loans in Pool
                  1 and Pool
                  2 and related property are not purchased pursuant to Section 7.01(b)
                  on
                  the Initial Optional Termination Date, then with respect to each
                  subsequent Distribution Date the per annum rate calculated pursuant
                  to
                  clause (i) above with respect to the Class 2-A3 Certificates will
                  be LIBOR
                  plus 0.600%.

              


      

      


      
        	
                (6)

              	
                For
                  any Distribution Date, the Certificate Interest Rate on the Class
                  3-A1,
                  Class 3-A2, Class R-II, Class 3-B1, Class 3-B2, Class 3-B3, Class
                  3-B4,
                  Class 3-B5 and Class 3-B6 Certificates shall be a per annum rate
                  equal to
                  the Net WAC for pool 3.

              


      

      


      
        	
                (7)

              	
                For
                  any Distribution Date, the Certificate Interest Rate on the Class
                  M-1
                  Certificates shall be a per annum rate equal to the lesser of (i)
                  LIBOR
                  plus 0.350% (the “M-1 Margin”) and (ii) the Subordinate Net Funds Cap for
                  such Distribution Date; provided, that if the Mortgage Loans in
                  Pool 1 and
                  Pool 2 and related property are not purchased pursuant to Section
                  7.01(b)
                  on the Initial Optional Termination Date, then with respect to
                  each
                  subsequent Distribution Date the per annum rate calculated pursuant
                  to
                  clause (i) above with respect to the Class M-1 Certificates will
                  be LIBOR
                  plus 0.525%.

              


      

      


      
        	
                (8)

              	
                For
                  any Distribution Date, the Certificate Interest Rate on the Class
                  M-2
                  Certificates shall be a per annum rate equal to the lesser of (i)
                  LIBOR
                  plus 0.450% (the “M-2 Margin”) and (ii) the Subordinate Net Funds Cap for
                  such Distribution Date; provided, that if the Mortgage Loans in
                  Pool 1 and
                  Pool 2 and related property are not purchased pursuant to Section
                  7.01(b)
                  on the Initial Optional Termination Date, then with respect to
                  each
                  subsequent Distribution Date the per annum rate calculated pursuant
                  to
                  clause (i) above with respect to the Class M-2 Certificates will
                  be LIBOR
                  plus 0.675%.

              


      

      


      
        	
                (9)

              	
                For
                  any Distribution Date, the Certificate Interest Rate on the Class
                  M-3
                  Certificates shall be a per annum rate equal to the lesser of (i)
                  LIBOR
                  plus 0.550% (the “M-3 Margin”) and (ii) the Subordinate Net Funds Cap for
                  such Distribution Date; provided, that if the Mortgage Loans in
                  Pool 1 and
                  Pool 2 and related property are not purchased pursuant to Section
                  7.01(b)
                  on the Initial Optional Termination Date, then with respect to
                  each
                  subsequent Distribution Date the per annum rate calculated pursuant
                  to
                  clause (i) above with respect to the Class M-3 Certificates will
                  be LIBOR
                  plus 0.825%.

              


      

      


      
        	
                (10)

              	
                For
                  any Distribution Date, the Certificate Interest Rate on the Class
                  M-4,
                  Class M-5, Class M-6, Class M-7 and Class M-8 Certificates shall
                  be the
                  lesser of (i) a per annum rate equal to the Group I Net WAC less
                  0.50%,
                  and (ii) subject to the Subordinate Net Funds Cap for such Distribution
                  Date.

              


      

      



      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      


      


      
        	
                (11)

              	
                The
                  Class 1-AP Certificates will be entitled to receive $100 of principal
                  on
                  the Distribution Date in August 2010, and certain Prepayment Penalty
                  Amounts paid by borrowers upon voluntary full or partial prepayment
                  of the
                  Mortgage Loans in Pool 1.

              


      

      


      
        	(12)	
                The
                  Class 2-AP Certificates will be entitled to receive $100 of principal
                  on
                  the Distribution Date in August 2010, and certain Prepayment Penalty
                  Amounts paid by borrowers upon voluntary full or partial prepayment
                  of the
                  Mortgage Loans in Pool 2.

              


      

      


      
        	(13)	
                The
                  Class 3-AP Certificates will be entitled to receive $100 of principal
                  on
                  the Distribution Date in September 2010, and certain Prepayment
                  Penalty
                  Amounts paid by borrowers upon voluntary full or partial prepayment
                  of the
                  Mortgage Loans in Pool 3.

              


      

      


      
        	
                (14)

              	
                For
                  purposes of the REMIC Provisions, the 1-X Component of the Class
                  X
                  Certificates shall have an initial principal balance of $2,166,072.45.
                  For
                  each Distribution Date, the 1-X Component of the Class X Certificates
                  shall be entitled to the 1-X Component Current Interest. Unpaid
                  interest
                  on the 1-X Component of the Class X Certificates shall not itself
                  bear
                  interest. The S-X Component of the Class X Certificates shall represent
                  an
                  interest-only regular interest in REMIC I-2 and shall represent
                  beneficial
                  ownership of the Supplemental Interest Trust Account, including
                  the Swap
                  Agreement. For the purposes of the REMIC Provisions, the Class
                  X
                  Certificates shall also represent beneficial ownership of (i) the
                  Basis
                  Risk Reserve Fund, (ii) any FPD Premiums and EPD Premiums with
                  respect to
                  Pool 1and Pool 2 and (iii) an interest in notional principal contracts
                  described in Section 10.01 hereof.

              


      

      


      
        	
                (15)

              	
                The
                  Class R-I Certificate will be issued without a Certificate Principal
                  Amount and will not bear interest at stated rate. The Class R-I
                  Certificate represents ownership of the residual interest in REMIC
                  I-3, as
                  well as ownership of the Class SW-R Interest, Class LTI1-R Interest
                  and
                  the Class LTI2-R Interest.

              


      

      


      
        	
                (16)

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

              


      

       

      As
        of the
        Cut-off Date, the Mortgage Loans had an aggregate Scheduled Principal Balance
        of
        $703,117,223.91.

       

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

       

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

       

      ARTICLE
        I


       

      DEFINITIONS

       

      Section
        1.01. Definitions.

       

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

       


      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      


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

       

      1-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
        1-X Component of the Class X Certificates.

       

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

       

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

       

      1-X
        Component Distributable Amount:
        On any
        Distribution Date, the excess of (i) the sum of (x) $2,166,072.45, (y) the
        aggregate 1-X Component Current Interest for such Distribution Date and all
        prior Distribution Dates and (z) amounts treated as received by the Class
        X
        Certificates in respect of Class I Shortfalls described in Section 10.01(o)
        over
        (ii) the sum of (w) the aggregate payments in respect of Excess Interest
        for
        such Distribution Date and all prior Distribution Dates (to the extent not
        derived from proceeds of the Swap Agreement), (x) all prior distributions
        to the
        1-X Component of the Class X Certificate under Section 5.02(e)(viii) hereof,
        (y)
        all payments treated as distributed by REMIC I-2 to the Uncertificated Class
        1-X
        Interest then paid to the Swap Counterparty as described in Section 10.01(p)
        and
        (z) all payments treated as paid by the LIBOR Certificates to the Class X
        Certificates in respect of Class I Shortfalls then paid to the Swap Counterparty
        as described in Section 10.01(p).

       

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

       

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

       

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

       

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

       


      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      


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

       

      Accretion
        Directed Certificate:
        Not
        applicable.

       

      Accretion
        Termination Date:
        Not
        applicable.

       

      Accrual
        Amount:
        Not
        applicable.

       

      Accrual
        Certificate:
        Not
        applicable.

       

      Accrual
        Component:
        Not
        applicable.

       

      Accrual
        Period:
        With
        respect to any Distribution Date and for each Class of Group I Senior
        Certificates and the Class M-1, Class M-2 and Class M-3 Certificates the
        period
        beginning with the immediately preceding Distribution Date (or from June
        25,
        2007 in the case of the first Distribution Date) and ending the day immediately
        preceding the related Distribution Date. With respect to any Distribution
        Date
        and for each Class of Certificates in Group II Certificates and the Class
        M-4,
        Class M-5, Class M-6, Class M-7 and Class M-8 Certificates, the calendar
        month
        immediately preceding the month in which the related Distribution Date occurs.
        All calculations of interest on each class of Group I Senior Certificates
        and
        the Class M-1, Class M-2 and Class M-3 Certificates will be made on the basis
        of
        a 360 day year and the actual number of days in the related Accrual Period.
        All
        calculations of interest on each class of Group II Certificates and the Class
        M-4, Class M-5, Class M-6, Class M-7 and Class M-8 Certificates will be made
        on
        the basis of a 360-day year and twelve 30-day months.

       

      Accrued
        Certificate Interest:
        As to
        any Class of Group II Certificates and any Distribution Date, the amount
        of
        interest accrued at its Certificate Interest Rate during the related Accrual
        Period on the related Class Principal Amount immediately prior to such
        Distribution Date, as reduced by such Class’s share of the interest portion of
        (i) any Excess Losses for the related Mortgage Pool or Mortgage Pools for
        such
        Distribution Date and (ii) any Relief Act Reduction for the related Mortgage
        Pool or Mortgage Pools for such Distribution Date, in each case allocable
        among
        the Group II Certificates proportionately based on the Accrued Certificate
        Interest otherwise distributable thereon.

       

      Act:
        As
        defined in Section 3.03(c).

       

      Additional
        Collateral:
        None.

       

      Additional
        Collateral Servicing Agreement:
        None.

       

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

       

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

       


      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      


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

       

      Additional
        Termination Event:
        As
        defined in the Swap Agreement.

       

      Advance:
        An
        advance of the aggregate of payments of principal and interest, (net of the
        applicable Master Servicing Fee, in the event that an advance is made by
        Master
        Servicer, and the applicable Servicing Fee), on one or more Mortgage Loans
        that
        were due on the Due Date in the related Due Period and not received as of
        the
        close of business on the related Determination Date, required to be made
        by a
        Servicer or by the Master Servicer on behalf of the related Servicer (or
        by the
        Trustee, solely in its capacity as successor master servicer in accordance
        with
        Section 6.14) pursuant to Section 5.04.

       

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

       

      Affected
        Party:
        As
        defined in the Swap Agreement.

       

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

       

      Aggregate
        Master Servicing Compensation:
        Not
        applicable.

       

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

       

      Aggregate
        Subordinate Percentage:
        With
        respect to any Distribution Date, the sum of the Class Principal Amounts
        of the
        Group I Subordinate Certificates or the Group II Subordinate Certificates,
        as
        applicable, immediately prior to such date divided by the sum of the Pool
        Balances for all of the Mortgage Pools in the related Mortgage Group for
        the
        immediately preceding Distribution Date (or, in the case of the first
        Distribution Date, the Cut-off Date).

       

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

       

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

       

      AP
        Percentage:
        Not
        applicable.

       


      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      


      AP
        Principal Distribution Amount:
        Not
        applicable.

       

      Applicants:
        As
        defined in Section 8.02(b).

       

      Applied
        Loss Amount:
        For any
        Distribution Date and for Group I, after giving effect to all Realized Losses
        incurred with respect to the Mortgage Loans in Pool 1 and Pool 2 during the
        related Collection Period and distributions of principal on such Distribution
        Date, the amount by which the aggregate Class Principal Amount of the Group
        I
        Certificates exceeds the Pool Balance of the Mortgage Loans in Pool 1 and
        Pool 2
        for such Distribution Date.

       

      Apportioned
        Principal Balance:
        For any
        class of Group I Subordinate Certificates for any Distribution Date, the
        Class
        Principal Amount of that class immediately prior to that Distribution Date
        multiplied by a fraction, the numerator of which is the applicable Pool
        Subordinate Amount for that date and the denominator of which is the sum
        of the
        Pool Subordinate Amounts for each Mortgage Pool in Group I for that date.
        For
        any class of Group II Subordinate Certificates for any Distribution Date,
        the
        Class Principal Amount of that class immediately prior to that Distribution
        Date
        multiplied by a fraction, the numerator of which is the applicable Group
        Subordinate Amount for that date and the denominator of which is the sum
        of the
        Group Subordinate Amounts for Pool 3 for that date.

       

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

       

      Associated
        Mortgage Loan:
        Not
        applicable.

       

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

       

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

       

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

       

      Authorized
        Officer:
        Not
        applicable.

       

      Available
        Basis Risk Amount:
        Not
        Applicable.

       

      Available
        Distribution Amount:
        As to
        Pool 3 and on any Distribution Date, the sum of the following
        amounts:

       


      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      


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

       

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

       

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

       

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

       

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

       

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

       

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

       

      (ii) any
        other
        payment made by the Master Servicer, any Servicer, the Trustee, (solely as
        successor master servicer) the Seller, the Depositor, or any other Person
        with
        respect to such Distribution Date (including the Purchase Price or FPD Purchase
        Price, EPD Purchase Price and excluding any FPD Premiums and EPD Premiums
        for
        Pool 3 with respect to any Mortgage Loan purchased by the Seller, the Depositor
        or any other Person).

       

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

       


      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      


      Balloon
        Mortgage Loan:
        Not
        applicable.

       

      Balloon
        Payment:
        Not
        applicable.

       

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

       

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

       

      Bankruptcy
        Loss Limit:
        As of
        the Cut-off Date, $102,545 for Group II, which amounts shall each be reduced
        from time to time by the amount of Bankruptcy Losses that are allocated to
        the
        related Certificates until the applicable Bankruptcy Coverage Termination
        Date.

       

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

       

      Basis
        Risk Payment:
        With
        respect to any Distribution Date, and for the Group I Certificates, the excess,
        if any, of (A) the sum of (1) any Basis Risk Shortfall for such Distribution
        Date and (2) any Unpaid Basis Risk Shortfall for such Distribution Date over
        (B)
        the amount of payments of Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls
        made pursuant to Section 5.02(f)(vi) for such Distribution Date. The amount
        of
        the Basis Risk Payment for any Distribution Date, however, cannot exceed
        the
        amount of Monthly Excess Cashflow that would be distributable to the 1-X
        Component of the Class X Certificate pursuant to Section 5.02(e) hereof on
        such
        Distribution Date (as determined under the definition of “1-X Component
        Distributable Amount” without regard to the Basis Risk Payment for such
        Distribution Date).

       

      Basis
        Risk Reserve Fund:
        A
        reserve fund for Group I into which any amount of Monthly Excess Cashflow
        is
        deposited in order to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls
        relating to the Group I Certificates.

       

      Basis
        Risk Shortfall Protected Certificate:
        Not
        applicable.

       

      Basis
        Risk Shortfall:
        With
        respect to any Distribution Date and the Group I 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, exceeds the amount of interest
        calculated at the applicable Net Funds Cap.

       

      Blanket
        Mortgage:
        Not
        applicable.

       


      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      


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

       

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

       

      C-X
        Component:
        Not
        Applicable.

       

      Cap
        Counterparty:
        Not
        Applicable.

       

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

       

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

       

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

       

      Certificate
        Group:
        The
        Pool 1 Senior Certificates (which are related to Pool 1), the Pool 2 Senior
        Certificates (which are related to Pool 2) and the Group II Senior Certificates
        (which are related to Pool 3), as applicable.

       

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

       

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

       

      Certificate
        Principal Amount:
        With
        respect to any Group I Certificate, at the time of determination, the maximum
        specified dollar amount of principal to which the Holder thereof is


       


      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      


      then
        entitled hereunder, such amount being equal to the initial principal amount
        set
        forth on the face of such Certificate, less the amount of all amounts previously
        distributed on that Certificate in respect of principal prior to such
        Distribution Date, as further reduced by any Applied Loss Amount previously
        allocated hereto; provided, however, that on each Distribution Date on which
        a
        Subsequent Recovery for Group I is distributed, the Certificate Principal
        Amount
        of any class of Group I Certificates whose Certificate Principal Amount has
        previously been reduced by application of an Applied Loss Amount will be
        increased, in order of seniority, by an amount (to be applied pro rata to
        all
        Certificates of such class) equal to the lesser of (1) any Deferred Amount
        for
        each such class immediately prior to such Distribution Date and (2) the total
        amount of any Subsequent Recovery for Group I distributed on such Distribution
        Date to such Certificateholders, after application (for this purpose) to
        any
        more senior classes of such Certificates. With respect to any Group II
        Certificate, at the time of determination, the maximum specified dollar amount
        of principal to which the Holder thereof is then entitled hereunder, such
        amount
        being equal to the initial principal amount set forth on the face of such
        Certificate, as reduced by the amount of all principal distributions previously
        made with respect to such Certificate, and all Realized Losses allocated
        to such
        Certificate and, in the case of a Subordinate Certificate, any Subordinate
        Certificate Writedown Amount allocated to such Certificates; provided, however,
        that on any Distribution Date on which a Subsequent Recovery for Group II
        is
        distributed, the Certificate Principal Amount of any Class of related
        Certificates then outstanding for which any Realized Loss or any Subordinate
        Certificate Writedown Amount has been applied will be increased, in order
        of
        seniority, by an amount equal to the lesser of (i) the amount the Class of
        Certificates has been reduced by any Realized Losses or any Subordinate
        Certificate Writedown Amount which have not been previously offset by any
        Subsequent Recovery pursuant to this proviso and (ii) the total amount of
        any
        Subsequent Recovery for such Mortgage Pool distributed on such date to
        Certificateholders (as reduced (x) by increases in the Certificate Principal
        Amount of more senior Classes of Certificates related to such Mortgage Pool
        on
        such Distribution Date and (y) to reflect a proportionate amount of what
        would
        (but for this clause (y) have been the increases in the Certificate Principal
        Amount of Classes of Certificates related to such Mortgage Pool of equal
        seniority on such Distribution Date). For purposes of Article V hereof, unless
        specifically provided to the contrary, Certificate Principal Amounts shall
        be
        determined as of the close of business of the immediately preceding Distribution
        Date, after giving effect to all distributions made on such date.

       

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

       

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

       

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

       

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

       

      Class
        1-AP Reserve Fund:
        As
        defined in Section 5.13(a). 

       

      Class
        2-AP Reserve Fund:
        As
        defined in Section 5.13(a).

       


      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      


      Class
        3-AP Reserve Fund:
        As
        defined in Section 5.13(a).

       

      Class
        B Certificate:
        Any
        Class 3-B1, Class 3-B2, Class 3-B3, Class 3-B4, Class 3-B5 and Class 3-B6
        Certificates.

       

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

       

      Class
        C Mortgage Loan:
        Any
        Mortgage Loan which has become a Liquidated Mortgage Loan on or prior to
        the
        Collection Period ending on February 1, 2010.

       

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

       

      Class
        Notional Amount:
        Not
        Applicable.

       

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

       

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

       

      Class
        Percentage:
        With
        respect to each Class of Group II Subordinate Certificates, for each
        Distribution Date, the percentage obtained by dividing the Class Principal
        Amount of such Class immediately prior to such Distribution Date by the sum
        of
        the Class Principal Amounts of all Certificates related to the same Group
        immediately prior to such date.

       

      Class
        Principal Amount:
        With
        respect to each Class of Certificates other than the Class R-I, Class C and
        Class X Certificates, the aggregate of the Certificate Principal Amounts
        of all
        Certificates of such Class at the date of determination.

       

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

       

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

      


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

      



      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      


      Clearing
        Agency:
        An
        organization registered as a “clearing agency” pursuant to Section 17A of the
        Securities Exchange Act of 1934, as amended. As of the Closing Date, the
        Clearing Agency shall be The Depository Trust Company.

       

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

       

      Clearstream:
        Clearstream Banking, société anonyme, and any successor thereto.

       

      Closing
        Date:
        June
        29, 2007.

       

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

       

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

       

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

       

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

       

      Commission:
        The
        Securities and Exchange Commission.

       

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

       

      Component:
        Not
        applicable.

       

      Component
        Certificate:
        Not
        applicable.

       

      Component
        Notional Amount:
        Not
        applicable.

       

      Component
        Principal Amount:
        Not
        applicable.

       

      Component
        Writedown Amount:
        Not
        applicable.

       

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

       

      Conventional
        Loan:
        Not
        applicable.

       

      Converted
        Mortgage Loan:
        Not
        applicable.

       


      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      


      Convertible
        Mortgage Loan:
        Not
        applicable.

       

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

       

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

       

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

       

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

       

      Cooperative
        Shares:
        Shares
        issued by a Cooperative Corporation.

       

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

       

      Corporate
        Trust Office:
        For the
        purpose of presentment, exchange and surrender of the Certificates, the
        Trustee’s Corporate Trust Office is located at Sixth Street and Marquette
        Avenue, Minneapolis, MN 55479, Attention: Client Service Manager SARM 2007-6
        and
        for all other purposes is located at 9062 Old Annapolis Road, Columbia, MD
        21045
        Attention: Client Service Manager - SARM 2007-6, or such other address that
        the
        Trustee may designate from time to time by notice to the Certificateholders,
        the
        Depositor and the Master Servicer.

      


      Corresponding
        Certificates:
        The
        Class or Classes of Certificates that corresponds to a class of Lower Tier
        Interests in REMIC II-2 and as described in the Preliminary
        Statement.

       

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

       

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

       


      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      


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

       

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

       

      Cumulative
        Loss Trigger Event:
        For
        Group I, a Cumulative Loss Trigger Event will have occurred if on any
        Distribution Date, the fraction, expressed as a percentage, obtained by dividing
        (x) the aggregate amount of cumulative Realized Losses incurred on the Mortgage
        Loans in Pool 1 and Pool 2 from the Cut-off Date through the last day of
        the
        related Collection Period by (y) the Cut-off Date Balance of the Mortgage
        Loans
        in Pool 1 and Pool 2, exceeds the following applicable percentages with respect
        to such Distribution Date:

       

      
        	
                Distribution
                  Date

              	
                Loss
                  Percentage

              
	 	 
	July 2009
                through June
                2010	0.60% for
                the first
                month plus an additional 1/12th of 0.65% for each month
                thereafter
	 	 
	
                July
                  2010 through June 2011

              	
                1.25%
                  for the first month plus an additional 1/12th of 0.50% for each
                  month
                  thereafter

              
	 	 
	
                July
                  2011 through June 2012

              	
                1.75%
                  for the first month plus an additional 1/12th of 0.25% for each
                  month
                  thereafter

              
	 	 
	
                July
                  2012 to June 2013

              	
                2.00%
                  for the first month plus an additional 1/12th of 0.25% for each
                  month
                  thereafter

              
	 	 
	
                July
                  2013 and thereafter

              	
                2.25%

              
	 	 


      

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

       

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

       

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

       

      Cut-off
        Date:
        June 1,
        2007.

       


      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      


      Cut-off
        Date Aggregate Principal Balance:
        The
        Scheduled Principal Balances of the Mortgage Loans (or the specified Pool
        of
        Mortgage Loans) as of the Cut-off Date.

       

      Debt
        Service Reduction:
        With
        respect to any Mortgage Loan in Pool 3, a reduction of the Scheduled Payment
        that the related Mortgagor is obligated to pay on any Due Date as a result
        of
        any proceeding under Bankruptcy law or any similar proceeding. The principal
        portion of Debt Service Reductions will not be allocated in reduction of
        the
        Certificate Principal Amounts of any Certificates.

       

      Defaulting
        Party:
        As
        defined in the Swap Agreement.

       

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

       

      Deferred
        Interest:
        Not
        Applicable.

       

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

       

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

       

      Deleted
        Loan REMIC:
        Not
        Applicable.

       

      Deleted
        Loan REMIC Interest:
        Not
        Applicable.

       

      Deleted
        Loan REMIC Regular Interest:
        Not
        Applicable.

       

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

       

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

       

      Delinquency
        Rate:
        For
        Group I and for any month, the fraction, expressed as a percentage, the
        numerator of which is the aggregate outstanding principal balance of all
        Mortgage Loans in Pool 1 and Pool 2 which are 60 or more days delinquent
        (including all foreclosures, bankruptcies and REO Properties) as of the close
        of
        business on the last day of such month, and the denominator of which is the
        aggregate Pool Balance for Pool 1 and Pool 2 as of the close of business
        on the
        last day of such month.

       


      
        
          
          

        

        
          25

          
            

          

        

        
          
          

        

      


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

       

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

       

      Designated
        Rate:
        Not
        applicable.

       

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

       

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

       

      Discount
        Mortgage Loan:
        None.

       

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

       

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

       

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

       

      DTC:
        The
        Depository Trust Company.

       

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

       

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

       

      Early
        Payment Default Mortgage Loan:
        Any
        Mortgage Loan originated by Lehman Brothers Bank, FSB specified in Section
        1.04
        of the Mortgage Loan Sale and Assignment 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.

       


      
        
          
          

        

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

       

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

       

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

       

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

       

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

       

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

       


      
        
          
          

        

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

       

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

       


      
        
          
          

        

        
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      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.

       

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

       

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

       

      ERISA-Restricted
        Certificate:
        Any
        Class 3-B4, Class 3-B5, Class 3-B6, Class C or Class X Certificate and any
        other
        Certificate, as long as the acquisition and holding of such Certificate is
        not
        covered by and exempt under the Underwriter’s Exemption.

       

      ERISA-Restricted
        Swap Certificate:
        Any
        Class 1-A1, Class 1-A2, Class 2-A1, Class 2-A2, Class 2-A3, Class M-1, Class
        M-2
        or Class M-3 Certificates.

       

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

       

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

       

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

       

      Excess
        Interest:
        On any
        Distribution Date, for each Class of Group I 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 REMIC Pass-Through Rate.

       

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

       


      
        
          
          

        

        
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      Excess
        REMIC Payments:
        Not
        applicable.

       

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

       

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

       

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

       

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

       

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

       

      Final
        Scheduled Distribution Date:
        The
        Distribution Date in July 2037.

       

      Financial
        Intermediary:
        Any
        brokerage firm, bank, thrift institution or other financial
        intermediary.

      


      First
        Payment Default Mortgage Loan:
        Any
        Mortgage Loan originated by Lehman Brothers Bank, FSB specified in Section
        1.04
        of the Mortgage Loan Sale and Assignment 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.

       

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

       

      FNMA:
        The
        Federal National Mortgage Association, a federally chartered and privately
        owned
        corporation organized and existing under the Federal National Mortgage
        Association Charter Act, or any successor thereto.

       

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

       

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

       

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

       

      FPD
        Purchase Price:
        With
        respect to any First Payment Default Mortgage Loan, an amount equal to the
        sum
        of (a) 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.

       


      
        
          
          

        

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

       

      Fraud
        Loss Limit:
        For
        Group II and with respect to any Distribution Date (x) prior to the first
        anniversary of the Cut-off Date, $2,709,542 for Group II, less the Fraud
        Losses
        in Pool 3 since the Cut-off Date, (y) from the first anniversary to the second
        anniversary of the Cut-off Date, an amount equal to (1) the lesser of (a)
        the
        Fraud Loss Limit as of the most recent anniversary of the Cut-off Date and
        (b)
        1.00% of the aggregate principal balance of all the Mortgage Loans Pool 3
        as of
        the most recent anniversary of the Cut-off Date less (2) the aggregate of
        Fraud
        Losses in Pool 3 since the most recent anniversary of the Cut-off Date, and
        (z)
        from the second anniversary to the fifth anniversary of the Cut-off Date,
        an
        amount equal to (1) the lesser of (a) the Fraud Loss Limit as of the most
        recent
        anniversary of the Cut-off Date and (b) 0.50% of the aggregate principal
        balance
        of all the Mortgage Loans in Pool 3 as of the most recent anniversary of
        the
        Cut-off Date less (2) the aggregate of Fraud Losses in Pool 3 since the most
        recent anniversary of the Cut-off Date. On or after the fifth anniversary
        of the
        Cut-off Date, the Fraud Loss Limit shall be zero.

      


       

      Funding
        Account:
        Not
        Applicable.

       

      Funding
        Amount:
        Not
        Applicable. 

       

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

       

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

       

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

       

      Grantor
        Trust Assets:
        Any
        Prepayment Penalty Amounts collected with respect to Pool 1, Pool 2 or Pool
        3.

       

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

       

      Group:
        Each of
        Group I or Group II. 

       

      Group
        I:
        All of
        the Group I Certificates. 

       

      Group
        I Certificate:
        Any of
        the Class 1-A1, Class 1-A2, Class 2-A1, Class 2-A2, Class 2-A3, Class M-1,
        Class
        M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7 and Class M-8
        Certificates.

       

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

       


      
        
          
          

        

        
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      Group
        I Net WAC:
        With
        respect to any Distribution Date (and the related Accrual Period), a per
        annum
        rate equal to a fraction, expressed as a percentage, the numerator of which
        is
        the product of (i) the Optimal Interest Remittance Amount for Pool 1 and
        Pool 2
        for such date and (ii) 12, and the denominator of which is the Aggregate
        Loan
        Balance for Pool 1 and 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).

       

      Group
        I Senior Priority:
        The
        priority of distributions on the Group I Senior Certificates described in
        Section 5.02(c)(i) and (ii).

       

      Group
        I Senior Certificate:
        Any of
        the Class 1-A1, Class 1-A2, Class 2-A1, Class 2-A2 or Class 2-A3
        Certificates.

       

      Group
        I Subordinate Certificate:
        Any of
        the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class
        M-7
        and Class M-8 Certificates.

       

      Group
        I Subordinate Priority:
        To the
        Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7
        and
        Class M-8 Certificates, sequentially in that order.

       

      Group
        II:
        All of
        the Group II Certificates.

       

      Group
        II Certificate:
        Any
        Class R-II, Class 3-A1, Class 3-A2, Class 3-B1, Class 3-B2, Class 3-B3, Class
        3-B4, Class 3-B5 and Class 3-B6 Certificates. The Group II Certificates are
        related to Pool 3.

       

      Group
        II Senior Certificate:
        Any
        Class R-II, Class 3-A1 or Class 3-A2 Certificates. 

       

      Group
        II Subordinate Certificates:
        Any of
        the Class 3-B1, Class 3-B2, Class 3-B3, Class 3-B4, Class 3-B5 and Class
        3-B6
        Certificates.

       

      Group
        Subordinate Amount:
        Not
        Applicable.

       

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

       


      
        
          
          

        

        
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      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 X Certificates
        (or any portion thereof) which may or may not be guaranteed by a NIMS
        Insurer.

       

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

       

      Interest
        Rate Cap Agreement:
        Not
        Applicable.

       

      Initial
        LIBOR Rate:
        5.320%.

       

      Initial
        MTA Rate:
        Not
        applicable.

       

      Initial
        Net Mortgage Rate:
        Not
        applicable.

       

      Initial
        Optional Termination Date:
        For
        Group I, the Distribution Date following the month in which the Pool Balance
        for
        Pool 1 and Pool 2 initially declines to less than 10% of the Pool Balance
        for
        Pool 1 and Pool 2 as of the Cut-off Date.

       

      Initial
        Senior Enhancement Percentage:
        5.75%
        for Group II.

       

      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 the applicable Servicer in connection
        with
        procuring such proceeds, (ii) to be applied to restoration or repair of the
        related Mortgaged Property or (iii) required to be paid over to the Mortgagor
        pursuant to law or the related Mortgage Note.

       

      Interest
        Distribution Amount:
        Not
        applicable.

       

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

       


      
        
          
          

        

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

       

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

       

      IRS:
        The
        Internal Revenue Service.

       

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

       

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

       

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

       

      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.

       


      
        
          
          

        

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

       

      LIBOR
        Available Funds Cap:
        Not
        applicable.

       

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

       

      LIBOR
        Certificate:
        Any
        Group I Senior Certificate and the Class M-1, Class M-2 and Class M-3
        Certificates.

       

      LIBOR
        Component:
        Not
        applicable.

       

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

       

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

       

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

       

      Liquidation
        Proceeds:
        Cash
        received in connection with the liquidation of a defaulted Mortgage Loan,
        whether through the sale or assignment of such Mortgage Loan, trustee’s sale,
        foreclosure sale or otherwise, or the sale of the related Mortgaged Property
        (including any Additional Collateral) if the Mortgaged Property (including
        such
        Additional Collateral) is acquired in satisfaction of the Mortgage Loan,
        including any amounts remaining in the related Escrow Account.

       

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

       

      Losses:
        As
        defined in Section 10.03.

       

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

       

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

       


      
        
          
          

        

        
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      M-1
        Target Amount:
        For any
        Distribution Date, an amount equal to the lesser of (a) the product of (1)
        87.80% and (2) the Pool Balance of Pool 1 and 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 of Pool 1 and Pool 2 for such
        Distribution Date determined as of the last day of the related Collection
        Period
        exceeds (2) the Overcollateralization Floor.

       

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

       

      M-2
        Target Amount:
        For any
        Distribution Date, an amount equal to the lesser of (a) the product of (1)
        90.40% and (2) the Pool Balance of Pool 1 and 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 of Pool 1 and Pool 2 for such
        Distribution Date determined as of the last day of the related Collection
        Period
        exceeds (2) the Overcollateralization Floor.

       

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

       

      M-3
        Target Amount:
        For any
        Distribution Date, an amount equal to the lesser of (a) the product of (1)
        91.80% and (2) the Pool Balance of Pool 1 and 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 of Pool 1 and Pool 2 for such
        Distribution Date determined as of the last day of the related Collection
        Period
        exceeds (2) the Overcollateralization Floor.

       

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

       

      M-4
        Target Amount:
        For any
        Distribution Date, an amount equal to the lesser of (a) the product of (1)
        94.20% and (2) the Pool Balance of Pool 1 and 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 of Pool 1 and Pool 2 for such
        Distribution Date determined as of the last day of the related Collection
        Period
        exceeds (2) the Overcollateralization Floor.

       


      
        
          
          

        

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

       

      M-5
        Target Amount:
        For any
        Distribution Date, an amount equal to the lesser of (a) the product of (1)
        95.20% and (2) the Pool Balance of Pool 1 and 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 of Pool 1 and Pool 2for such
        Distribution Date determined as of the last day of the related Collection
        Period
        exceeds (2) the Overcollateralization Floor.

       

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

       

      M-6
        Target Amount:
        For any
        Distribution Date, an amount equal to the lesser of (a) the product of (1)
        96.80% and (2) the Pool Balance of Pool 1 and 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 of Pool 1 and Pool 2 for such
        Distribution Date determined as of the last day of the related Collection
        Period
        exceeds (2) the Overcollateralization Floor.

       

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

       

      M-7
        Target Amount:
        For any
        Distribution Date, an amount equal to the lesser of (a) the product of (1)
        97.80% and (2) the Pool Balance of Pool 1 and 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 of Pool 1 and Pool 2 for such
        Distribution Date determined as of the last day of the related Collection
        Period
        exceeds (2) the Overcollateralization Floor.

       

      M-8
        Principal Distribution Amount:
        For any
        Distribution Date, an amount equal, on or after the Stepdown Date and as
        long as
        a Trigger Event is not in effect with respect to such Distribution Date,
        to the
        amount, if any, by which (x) the sum of (i) the aggregate Class Principal
        Amount
        of the Group I Senior Certificates and Class M-1, Class M-2, Class M-3, Class
        M-4, Class M-5, Class M-6 and Class M-7 Certificates, after giving effect
        to
        distributions on such Distribution Date, and (ii) the Class Principal Amount
        of
        the Class M-8 Certificates immediately prior to such Distribution Date exceeds
        (y) the M-8 Target Amount.

       


      
        
          
          

        

        
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      M-8
        Target Amount:
        For any
        Distribution Date, an amount equal to the lesser of (a) the product of (1)
        99.00% and (2) the Pool Balance of Pool 1 and 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 of Pool 1 and Pool 2 for such
        Distribution Date determined as of the last day of the related Collection
        Period
        exceeds (2) the Overcollateralization Floor.

       

      Maintenance:
        Not
        applicable.

       

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

       

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

       

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

       

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

       

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

       

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

       

      Monthly
        Excess Cashflow:
        For
        Group I and for any Distribution Date, an amount equal to the sum of (i)
        the
        Monthly Excess Interest for such Distribution Date, (ii) the
        Overcollateralization Release Amount for such Distribution Date and (iii)
        any
        remaining Principal Distribution Amount for Group I for such Distribution
        Date,
        available for distribution pursuant to Section 5.02(c)(i)(A)(VI),
        5.02(c)(i)(B)(VI) or Section 5.02(c)(ii)(L) hereof.

       

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

       

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

       


      
        
          
          

        

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

       

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

       

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

       

      Mortgage
        Loan Sale Agreement:
        The
        agreement, dated as of June 1, 2007, for the sale of certain Mortgage Loans
        by
        Lehman Brothers Holdings to the Depositor.

       

      Mortgage
        Loan Schedule:
        The
        schedule attached hereto as Schedule A, which shall identify each Mortgage
        Loan,
        as such schedule may be amended from time to time to reflect the addition
        of
        Mortgage Loans to, or the deletion of Mortgage Loans from, the Trust Fund.
        The
        Mortgage Loan Schedule shall include, among other information agreed upon
        by the
        Depositor, the Master Servicer, the applicable Servicer and the Trustee,
        data
        fields specifying the terms and method of calculation of any Prepayment Penalty
        Amount with respect to each Mortgage Loan. The Depositor shall be responsible
        for providing the Custodians, 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.

       

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

       

      Mortgagor:
        The
        obligor on a Mortgage Note.

       

      Negative
        Amortization:
        Not
        applicable.

       

      Negative
        Amortization Certificate:
        None.

       

      Net
        Funds Cap:
        Any of
        the Pool 1 Net Funds Cap, the Pool 2 Net Funds Cap and the Subordinate Net
        Funds
        Cap.

       


      
        
          
          

        

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

       

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

       

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

       

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

       

      Net
        WAC:
        For
        each Mortgage Pool and for each Distribution Date, the weighted average of
        the
        Net Mortgage Rates of the Mortgage Loans in such Mortgage Pool at the beginning
        of the related Due Period, weighted on the basis of their Scheduled Principal
        Balances at the beginning of the related Due Period.

      


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

       

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

       

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

       

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

       

      Non-AP
        Percentage:
        Not
        applicable.

       

      Non-AP
        Senior Certificate:
        Not
        applicable.

       

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

       

      Non-Discount
        Mortgage Loan:
        None.

       

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

       


      
        
          
          

        

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

       

      Non-U.S.
        Person:
        Any
        person other than (i) a citizen or resident of the United States; (ii) a
        corporation (or entity treated as a corporation for tax purposes) created
        or
        organized in the United States or under the laws of the United States or
        of any
        state thereof, including, for this purpose, the District of Columbia; (iii)
        a
        partnership (or entity treated as a partnership for tax purposes) organized
        in
        the United States or under the laws of the United States or of any state
        thereof, including, for this purpose, the District of Columbia (unless provided
        otherwise by future Treasury regulations); (iv) an estate whose income is
        includible in gross income for United States income tax purposes regardless
        of
        its source; or (v) a trust, if a court within the United States is able to
        exercise primary supervision over the administration of the trust and one
        or
        more U.S. Persons have authority to control all substantial decisions of
        the
        trust. Notwithstanding the last clause of the preceding sentence, to the
        extent
        provided in Treasury regulations, certain trusts in existence on August 20,
        1996, and treated as U.S. Persons prior to such date, may elect to continue
        to
        be U.S. Persons.

       

      Notional
        Amount:
        Not
        Applicable.

       

      Notional
        Certificate:
        Not
        Applicable.

       

      Notional
        Component:
        Not
        applicable.

       

      Offering
        Document:
        Either
        of the private placement memorandum dated June 28, 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.

       

      One-Year
        MTA:
        Not
        applicable.

       

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

       

      Optimal
        Interest Remittance Amount:
        For
        Pool 1 and Pool 2 and 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 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
        Credit Support Percentage:
        With
        respect to any Class of Group II Subordinate Certificates, the Credit Support
        Percentage with respect to such Class on the Closing Date.

       


      
        
          
          

        

        
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      Original
        Pool Subordinate Amount:
        With
        respect to any Mortgage Pool, the Pool Subordinate Amount as of the first
        Distribution Date.

       

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

       

      Originators:
        American Home Mortgage Corporation, Cameron Financial Group, Inc., Central
        Pacific Mortgage, Family Lending Services, Inc., Freedom Mortgage Corporation,
        GreenPoint Mortgage Funding, Inc., Meridias Capital, Inc., Option One Mortgage
        Corporation, Residential Funding Corporation, Shea Mortgage, Inc., Sovereign
        Bank, FSB, Synovus Mortgage Corporation, U.S. Bank, National Association,
        WMC
        Mortgage Corp. and Weichert Financial Services.

       

      Overcollateralization
        Amount:
        For
        Group I and for any Distribution Date, the amount, if any, by which (x) the
        Pool
        Balance for Pool 1 and Pool 2 for such Distribution Date exceeds (y) the
        aggregate Class Principal Amount of the Group I Certificates after giving
        effect
        to distributions on such Distribution Date.

       

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

       

      Overcollateralization
        Floor:
        For
        Group I, an amount equal to 0.35% of the Pool Balance for Pool 1 and Pool
        2 as
        of the Cut-off Date.

       

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

       

      Parent
        PowerSM
        Loan:
        Not
        applicable.

       

      Participation
        Agreement:
        Not
        applicable.

       

      Participation:
        Not
        applicable.

       

      Participation
        Schedule:
        Not
        applicable.

       

      Participation
        Master Servicer:
        Not
        applicable.

       


      
        
          
          

        

        
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      Payahead:
        Generally any Scheduled Payment intended by the related borrower to be applied
        in a Collection Period subsequent to the Collection Period in which such
        payment
        was received.

       

      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 Class X, Class P 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
        applicable Class Principal Amount. When used to determine voting rights of
        Certificateholders, for any Certificate other than the Class X, Class P 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. With respect to any Class X, Class P and Class R Certificates,
        the
        Percentage Interest evidenced thereby shall be as specified on the face
        thereof.

       

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

       

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

       

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

       

      Plan:
        As
        defined in Section 3.03(d).

       

      Placement
        Agent:
        Lehman
        Brothers Inc.

       

      Plan
        Asset Regulations:
        Not
        applicable.

       

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

       

      Pledged
        Asset Mortgage Loan:
        Not
        applicable.

       

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

       

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

       

      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.

       


      
        
          
          

        

        
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      Pool
        1
        Net Funds Cap:
        With
        respect to any Distribution Date, an annual rate equal to (a) a fraction,
        expressed as a percentage, the numerator of which is the product of (1) the
        excess, if any, of (x) the Optimal Interest Remittance Amount for Pool 1
        for
        such Distribution Date over (y) the amount of any Net Swap Payment or Swap
        Termination Payment not due to a Swap Counterparty Trigger Event owed to
        the
        Swap Counterparty on the related due date allocable to Pool 1 (based on the
        applicable Swap Allocation Percentage) and (2) 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
        Senior Certificates:
        The
        Class 1-A1 and Class 1-A2 Certificates.

       

      Pool
        1
        Senior Priority:
        To the
        Pool 1 Senior Certificates pro
        rata.

       

      Pool
        1
        Swap Allocation Payment Amount:
        Beginning with the Distribution Date in August 2007, an amount equal to the
        product of (i) the Swap Allocation Percentage for Pool 1 and (ii) any Net
        Swap
        Payment or Swap Termination Payment for such Date. After the Distribution
        Date
        in June 2012, the Pool 1 Swap Allocation Payment Amount will be equal to
        zero.

       

      Pool
        1-2 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 1 and
        Pool
        2 for such date and (ii) 12, and the denominator of which is the Aggregate
        Loan
        Balance for Pool 1 and 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:
        The
        aggregate of the Mortgage Loans identified on the Mortgage Loan Schedule
        as
        being included in Pool 2.

       

      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, an annual rate equal to (a) a fraction,
        expressed as a percentage, the numerator of which is the product of (1) the
        excess, if any, of (x) the Optimal Interest Remittance Amount for Pool 2
        for
        such Distribution Date over (y) the amount of any Net Swap Payment or Swap
        Termination Payment not due to a Swap Counterparty Trigger Event owed to
        the
        Swap Counterparty on the related due date allocable to Pool 2 (based on the
        applicable Swap Allocation Percentage) and (2) 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.

       


      
        
          
          

        

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

       

      Pool
        2
        Senior Priority:
        To the
        Pool 2 Senior Certificates, pro
        rata.

       

      Pool
        2
        Swap Allocation Payment Amount:
        Beginning with the Distribution Date in August 2007, an amount equal to the
        product of (i) the Swap Allocation Percentage for Pool 2 and (ii) any Net
        Swap
        Payment or Swap Termination Payment for such Date. After the Distribution
        Date
        in June 2012, the Pool 2 Swap Allocation Payment Amount will be equal to
        zero.

       

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

       

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

       

      Pool
        Subordinate Amount:
        With
        respect to Mortgage Loans in Pool 1, Pool 2 and Pool 3 and any Distribution
        Date, the excess of the Pool Balance for the immediately preceding Distribution
        Date for that Mortgage Pool (or in the case of the first Distribution Date,
        the
        aggregate Scheduled Principal Balance of the Mortgage Loans in such Mortgage
        Pool as of the Cut-off Date) over the total Certificate Principal Amount
        of the
        Senior Certificates related to such Mortgage Pool immediately prior to that
        Distribution Date.

      


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

      


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

       

      Prepayment
        Penalty Amounts:
        With
        respect to any Distribution Date, all premiums or charges paid by the obligors
        under the related Mortgage Notes due to Principal Prepayments, if any, collected
        by the applicable Servicer and forwarded to the Collection Account pursuant
        to,
        and if required by, the applicable Servicing Agreement during the immediately
        preceding Prepayment Period, if any.

       


      
        
          
          

        

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

       

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

       

      Principal
        Allocation Percentage:
        For
        Pool 1 with respect to any Distribution Date, a fraction, expressed as a
        percentage, the numerator of which is the Principal Remittance Amount for
        Pool 1
        for such Distribution Date and the denominator of which is the aggregate
        of the
        Principal Remittance Amounts for Pool 1 and Pool 2 for such date. For Pool
        2
        with respect to any Distribution Date, a fraction, expressed as a percentage,
        the numerator of which is the Principal Remittance Amount for Pool 2 for
        such
        Distribution Date, and the denominator of which is the aggregate of the
        Principle Remittance Amounts for Pool 1 and Pool 2 for such date. 

       

      Principal
        Amount Schedules:
        Not
        applicable.

       

      Principal
        Distribution Amount:
        For
        Pool 1 and Pool 2 and for any Distribution Date, an amount equal to the
        Principal Remittance Amount for such date for such Mortgage Pool minus the
        Overcollateralization Release Amount attributable to such Mortgage Pool based
        on
        the Principal Allocation percentage for such Mortgage Pool, if any, for such
        Distribution Date.

       

      Principal
        Only Certificate:
        Not
        applicable.

       

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

       

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

       


      
        
          
          

        

        
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      Privately
        Offered Certificates:
        The
        Class 3-B4, Class 3-B5, Class 3-B6, 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 Senior Certificates and the
        Subordinate Certificates.

       

      Purchase
        Price:
        For
        Group I, an amount equal to the sum of (a) 100% of the aggregate outstanding
        principal balance of the Mortgage Loans in Pool 1 and Pool 2 plus accrued
        interest thereon at the applicable Mortgage Rate from the date as to which
        interest was last paid to (but not including) the Due Date in the Collection
        Period immediately preceding the related Distribution Date, (b) the fair
        market
        value of all other property being purchased relating to the Mortgage Loans
        in
        Pool 1 and Pool 2 (reduced, in the case of REO Property relating to the Mortgage
        Loans in Pool 1 and Pool 2, by (1) reasonably anticipated disposition costs
        and
        (2) any amount by which the fair market value as so reduced exceeds the
        outstanding principal balance of the related Mortgage Loan plus accrued interest
        thereon at the applicable Mortgage Rate), (c) any unreimbursed servicing
        advances and amounts due to the Trustee, Master Servicer, Trustee, Servicers and
        Custodians related to Group I for the related Distribution Date and (d) any
        Swap
        Termination Payment payable to the Swap Counterparty due to the exercise
        of the
        Master Servicer’s option to purchase the Mortgage Loans in Pool 1 and Pool 2
        .

       

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

       


      
        
          
          

        

        
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      QIB:
        As
        defined in Section 3.03(c).

       

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

       

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

       

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

       

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

       

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

       

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

       

      Qualified
        Insurer:
        Not
        applicable.

       

      Qualifying
        Substitute Mortgage Loan:
        In the
        case of a Mortgage Loan substituted for a Deleted Mortgage Loan, a Mortgage
        Loan
        that, on the date of substitution, (i) has a Scheduled Principal Balance
        (together with that of any other mortgage loan substituted for the same Deleted
        Mortgage Loan) as of the Due Date in the month in which such substitution
        occurs
        not in excess of the Scheduled Principal Balance of the related Deleted Mortgage
        Loan, provided, however, that, to the extent that the Scheduled Principal
        Balance of such Mortgage Loan is less than the Scheduled Principal Balance
        of
        the related Deleted Mortgage Loan, then such differential in principal amount,
        together with interest thereon at the applicable Mortgage Rate net of the
        applicable Master Servicing Fee and the applicable Servicing Fee from the
        date
        as to which interest was last paid through the end of the Due Period in which
        such substitution occurs, shall be paid by the party effecting such substitution
        to the Master Servicer for deposit into the Collection Account, and shall
        be
        treated as a Principal Prepayment hereunder; (ii) has a Net Mortgage Rate
        not
        lower than the Net Mortgage Rate of the related Deleted Mortgage Loan and
        will
        be a Discount Mortgage Loan if the Deleted Mortgage Loan was a Discount Mortgage
        Loan or a Non-

       


      
        
          
          

        

        
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      Discount
        Mortgage Loan if the Deleted Mortgage Loan was a Non-Discount Mortgage Loan;
        (iii) has a remaining stated term to maturity not more than eighteen months
        longer than, and not more than eighteen months shorter than, the remaining
        term
        to stated maturity of the related Deleted Mortgage Loan; (iv) (A) has a
        Loan-to-Value Ratio as of the date of such substitution of not greater than
        80%,
        provided, however, that if the related Deleted Mortgage Loan has a Loan-to-Value
        Ratio of greater than 80%, then the Loan-to-Value Ratio of such substitute
        Mortgage Loan may be greater than 80% but shall not be greater than the
        Loan-to-Value Ratio of the related Deleted Mortgage Loan and (B) the addition
        of
        such substitute Mortgage Loan does not increase the weighted average
        Loan-to-Value Ratio of the related Mortgage Pool by more than 5%; (v) will
        comply with all of the representations and warranties relating to Mortgage
        Loans
        set forth herein, as of the date as of which such substitution occurs; (vi)
        is
        not a Cooperative Loan unless the related Deleted Mortgage Loan was a
        Cooperative Loan; (vii) if applicable, has the same index as and a margin
        not
        less than that of the related Deleted Mortgage Loan; (viii) has not been
        delinquent for a period of more than 30 days more than once in the twelve
        months
        immediately preceding such date of substitution; (ix) is covered by a Primary
        Mortgage Insurance Policy if the related Deleted Mortgage Loan is so covered,
        and the Loan-to-Value Ratio of such Mortgage Loan is greater than 80%; (x)
        has a
        Credit Score not greater than 20 points lower than the Credit Score of the
        related Deleted Mortgage Loan, provided, however, that if the Deleted Mortgage
        Loan does not have a Credit Score, then such substitute Mortgage Loan shall
        have
        a Credit Score equal to or greater than 700; (xi) has its initial adjustment
        date after the related Reset Date; and (xii) has a gross margin no less than
        the
        related Deleted Mortgage Loan. In the event that either one mortgage loan
        is
        substituted for more than one Deleted Mortgage Loan or more than one mortgage
        loan is substituted for one or more Deleted Mortgage Loans, then (a) the
        Scheduled Principal Balance referred to in clause (i) above shall be determined
        such that the aggregate Scheduled Principal Balance of all such substitute
        Mortgage Loans shall not exceed the aggregate Scheduled Principal Balance
        of all
        Deleted Mortgage Loans and (b) each of (1) the rate referred to in clause
        (ii)
        above, (2) the remaining term to stated maturity referred to in clause (iii)
        above, (3) the Loan-to-Value Ratio referred to in clause (iv) above and (4)
        the
        Credit Score referred to in clause (x) above shall be determined on a weighted
        average basis, provided that the final scheduled maturity date of any Qualifying
        Substitute Mortgage Loan shall not exceed the Final Scheduled Distribution
        Date
        of any Class of Certificates. Whenever a Qualifying Substitute Mortgage Loan
        is
        substituted for a Deleted Mortgage Loan pursuant to this Agreement, the party
        effecting such substitution shall certify such qualification in writing to
        the
        Trustee, applicable Custodian and the Master Servicer.

       

      Rating
        Agency:
        Any of
        Fitch, Moody's or S&P.

       

      Realized
        Loss:
        With
        respect to Pool 1 and Pool 2, the excess of the outstanding principal balance
        of
        a Liquidated Mortgage Loan over the related Net Liquidation Proceeds, to
        the
        extent allocable to principal. With respect to Pool 3, (a) with respect to
        each
        Liquidated Mortgage Loan, an amount equal to (i) the unpaid principal balance
        of
        such Mortgage Loan as of the date of liquidation, plus (ii) interest at the
        applicable Net Mortgage Rate from the date as to which interest was last
        paid up
        to the last day of the month of such liquidation, minus (iii) Liquidation
        Proceeds received, net of amounts that are reimbursable to the Master Servicer
        or the applicable Servicer with respect to such Mortgage Loan (other than
        Advances of principal and interest) including expenses of liquidation or
        (b)
        with respect to each Mortgage Loan that has become the subject of a Deficient
        Valuation, the difference between the unpaid principal balance of such Mortgage
        Loan immediately prior to such Deficient Valuation and the unpaid principal
        balance of such Mortgage Loan as reduced by the Deficient Valuation. In
        determining whether a Realized Loss on a Liquidated Mortgage Loan is a Realized
        Loss of interest or principal, Liquidation Proceeds shall be allocated, first,
        to payment of expenses related to such Liquidated Mortgage Loan, then to
        accrued
        unpaid interest and finally to reduce the principal balance of the Mortgage
        Loan.

       


      
        
          
          

        

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

       

      Record
        Date:
        With
        respect to any Distribution Date and the Group I Senior Certificates, the
        Class
        M-1, Class M-2 and the Class M-3 Certificates, the Class P Certificates,
        the
        Class X Certificate, the Class C Certificate and the Class R Certificates
        the
        close of business on the Business Day immediately preceding such Distribution
        Date. With respect to any Distribution Date and the Group II Certificates
        and
        the Class M-4, Class M-5, Class M-6 and Class M-7 Certificates, the close
        of
        business on the last Business Day of the month immediately preceding the
        month
        in which such Distribution Date occurs.

       

      Redemption
        Certificate:
        None.

       

      Reference
        Banks:
        Not
        applicable.

       

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

       

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

       

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

       

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

       

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

       

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

       


      
        
          
          

        

        
          50

          
            

          

        

        
          
          

        

      


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

       

      REMIC:
        Each of
        the SWAP REMIC, REMIC I-1, REMIC I-2 and REMIC II-1 as described in the
        Preliminary Statement hereto.

       

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

       

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

       

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

       

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

       

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

       

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

       

      REMIC
        I-2 Regular Interest:
        Any of
        the REMIC I-2 Interests other than the Residual I Interest. Alternatively,
        any
        of the REMIC regular interests represented by (i) the rights associated with
        any
        Class of Group I Certificates other than the rights to payments in respect
        of
        Excess Interest (and disregarding any obligation to make payments in respect
        of
        Class I Shortfalls), (ii) the Uncertificated Class 1-X Interest and (iii)
        the
        Class LTI2-IO Interest.

       

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

       

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

       

      REMIC
        II-1 Subordinated Balance Ratio:
        Not Applicable.

       

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

       

      REMIC
        Pass-Through Rate:
        For
        any
        Distribution Date, the Group I 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).

       


      
        
          
          

        

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

       

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

       

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

       

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

       

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

       

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

       

      Repurchase
        Price:
        As
        defined in Section 7.01.

       

      Reserve
        Interest Rate:
        Not
        applicable.

       

      Reset
        Date:
        Not
        applicable.

       

      Residual
        Certificate:
        Any
        Class R Certificate.

       

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

       

      Responsible
        Officer:
        When
        used with respect to the Trustee, Vice President, Assistant Vice President,
        the
        Secretary, any assistant secretary, or any officer within its corporate trust
        department 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 3-B4, Class 3-B5, Class 3-B6, Class P, Class X or Class R Certificate
        but
        excluding any Regulation S Global Security.

       

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

       


      
        
          
          

        

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

       

      Rounding
        Account:
        Not
        applicable.

       

      Rules:
        As
        defined in Section 6.20(d).

       

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

       

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

       

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

       

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

       

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

       

      Scheduled
        Principal Amount:
        Not
        applicable.

       

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

       


      
        
          
          

        

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

       

      Seller:
        Lehman
        Brothers Holdings or any successor in interest.

       

      Senior
        Certificate:
        Any
        Pool 1 Senior Certificate, Pool 2 Senior Certificate or Group II Senior
        Certificate.

       

      Senior
        Enhancement Percentage:
        For
        Group I and for any Distribution Date, the fraction, expressed as a percentage,
        the numerator of which is the sum of the aggregate Class Principal Amounts
        of
        the Group I Subordinate Certificates and the Overcollateralization Amount
        (which, for purposes of this definition only, shall not be less than zero)
        and
        the denominator of which is the related Pool Balances of such Mortgage Group
        for
        such Distribution Date, in each case after giving effect to distributions
        on
        such Distribution Date. For Group II and for any Distribution Date is the
        percentage equivalent of a fraction, the numerator of which is the Pool
        Subordinate Amount for Pool 3 and the denominator of which is the Pool Balance
        for Pool 3 for the immediately preceding Distribution Date.

      


      Senior
        Percentage:
        With
        respect to Pool 3 and for any Distribution Date is the percentage equivalent
        of
        a fraction, the numerator of which is the sum of the Class Principal Amounts
        of
        the Group II Senior Certificates immediately prior to that Distribution Date
        and
        the denominator of which is the Pool Balance for Pool 3 for the immediately
        preceding Distribution Date.

      


      Senior
        Prepayment Percentage:
        With
        respect to Pool 3 for any Distribution Date occurring during the seven years
        beginning on the first Distribution Date, 100%, except as described herein
        below. With respect to Pool 3 for any Distribution Date occurring on or after
        the seventh anniversary of the first Distribution Date, the related Senior
        Percentage plus the following percentage of the related Subordinate Percentage
        for such Distribution Date: for any Distribution Date in the first year
        thereafter, 70%; for any Distribution Date in the second year thereafter,
        60%;
        for any Distribution Date in the third year thereafter, 40%; for any
        Distribution Date in the fourth year thereafter, 20%; and for any subsequent
        Distribution Date, 0%; provided, however, (i) if on any of the foregoing
        Distribution Dates the related Senior Enhancement Percentage for Pool 3 is
        less
        than the related Initial Senior Enhancement Percentage, the related Senior
        Prepayment Percentage for Pool 3 on such Distribution Date shall once again
        equal 100%, (ii) unless the condition described in clause (i) has occurred,
        if
        on any Distribution Date before the Distribution Date in July 2010, prior
        to
        giving effect to any distributions on such Distribution Date, the related
        Senior
        Enhancement Percentage for Pool 3 for such Distribution Date is greater than
        or
        equal to twice the related Initial Senior Enhancement Percentage, then the
        related Senior Prepayment Percentage for Pool 3 or such Distribution Date
        will
        equal the related Senior Percentage plus 50% of the related Subordinate
        Percentage for Pool 3 and (iii) unless the condition described in clause
        (i) has
        occurred, if on any Distribution Date on or after the Distribution Date in
        July
        2010, prior to giving effect to any distributions on such Distribution Date,
        the
        related Senior Enhancement Percentage for Pool 3 for such Distribution Date
        is
        greater than or equal to twice the related Initial Senior Enhancement
        Percentage, then the related Senior Prepayment Percentage for Pool 3 on such
        Distribution Date will equal the related Senior Percentage.

       


      
        
          
          

        

        
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      Notwithstanding
        the foregoing, no decrease in the related Senior Prepayment Percentage for
        Pool
        3 below the respective levels in effect for the most recent prior period
        set
        forth in the paragraph above (calculated without regard to clause (ii) or
        clause
        (iii) of the paragraph above) shall be effective on any Distribution Date
        if, as
        of the first Distribution Date as to which any such decrease applies, (i)
        the
        average outstanding principal balance on such Distribution Date and for the
        preceding five Distribution Dates of all Mortgage Loans in Pool 3 that were
        delinquent 60 days or more (including for this purpose any Mortgage Loans
        in
        foreclosure and the Scheduled Payments that would have been due on Mortgage
        Loans with respect to which the related Mortgaged Property has been acquired
        by
        the Trust Fund if the related Mortgage Loan had remained in existence) is
        greater than or equal to 50% of the applicable Group Subordinate Amount
        immediately prior to such Distribution Date or (ii) cumulative Realized Losses
        with respect to the Mortgage Loans in Pool 3 exceed (a) with respect to each
        Distribution Date prior to the third anniversary of the first Distribution
        Date,
        20% of the related Original Group Subordinate Amount, (b) with respect to
        each
        Distribution Date on or after the third anniversary and prior to the eighth
        anniversary of the first Distribution Date, 30% of the related Original Group
        Subordinate Amount, (c) with respect to each Distribution Date on or after
        the
        eighth anniversary and prior to the ninth anniversary of the first Distribution
        Date, 35% of the related Original Group Subordinate Amount, (d) with respect
        to
        each Distribution Date on or after the ninth anniversary and prior to the
        tenth
        anniversary of the first Distribution Date, 40% of the related Original Group
        Subordinate Amount, (e) with respect to each Distribution Date on or after
        the
        tenth anniversary and prior to the eleventh anniversary of the first
        Distribution Date, 45% of the related Original Group Subordinate Amount,
        and (f)
        with respect to each Distribution Date on or after the eleventh anniversary
        of
        the first Distribution Date or thereafter, 50% of the related Original Group
        Subordinate Amount. After the related Class Principal Amount of each related
        Class of Senior Certificates in any Certificate Group has been reduced to
        zero,
        the Senior Prepayment Percentage for Pool 3 shall be 0%.

       

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

       

      For
        each
        Mortgage Pool related to Group II and any Distribution Date, the sum of the
        following amounts:

       

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

       


      
        
          
          

        

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

       

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

       

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

       

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

       

      Senior
        Proportionate Percentage:
        For
        Pool 1 with respect to any Distribution Date, a fraction, expressed as a
        percentage, the numerator of which is the aggregate of the current Class
        Principal Amounts of the Class 1-A1 and Class 1-A2 Certificates for such
        Distribution Date and the denominator of which is the aggregate of the current
        Class Principal Amounts for the Group I Senior Certificates for such date.
        For
        Pool 2 with respect to any Distribution Date, a fraction, expressed as a
        percentage, the numerator of which is the current Class Principal Amounts
        of the
        Class 2-A1, Class 2-A2 and Class 2-A3 Certificates for such Distribution
        Date
        and the denominator of which is the aggregate of the current Class Principal
        Amounts for the Group I Senior Certificates for such date. 

      


      Senior
        Target Amount:
        For
        Group I and for any Distribution Date, an amount equal to the lesser of
        (a) the product of (1) approximately 84% and (2) the aggregate
        Pool Balance for Pool 1 and 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 aggregate Pool Balance for Pool 1 and Pool 2 for such
        Distribution Date determined as of the last day of the related Collection
        Period
        exceeds (2) the Overcollateralization Floor.

       

      Servicer:
        Any
        Servicer that has entered into any of the Servicing Agreements attached as
        Exhibit E hereto, or any successor in interest. Initially, the Servicers
        are
        Aurora Loan Services LLC, Colonial Savings, F.A., GreenPoint Mortgage Funding,
        Inc., Residential Funding Company, LLC and U.S. Bank National
        Association.

       


      
        
          
          

        

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       


      
        
          
          

        

        
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      Special
        Hazard Loss Limit:
        As of
        the Cut-off Date, $2,709,542 for Group II which amount shall each be reduced
        from time to time to an amount equal on any Distribution Date to the lesser
        of
        (a) the greatest of (i) 1% of the aggregate of the Scheduled Principal Balances
        of the related Mortgage Loans; (ii) twice the Scheduled Principal Balance
        of the
        related Mortgage Loan having the highest Scheduled Principal Balance, and
        (iii)
        the aggregate Scheduled Principal Balances of the related Mortgage Loans
        secured
        by Mortgaged Properties located in the single California postal zip code
        area
        having the highest aggregate Scheduled Principal Balance of Mortgage Loans
        of
        any such postal zip code area and (b) such Special Hazard Loss Limit as of
        the
        Closing Date less the amount, if any, of Special Hazard Losses incurred with
        respect to the related Mortgage Loans since the Closing Date.

       

      Specified
        Rating:
        Not
        applicable.

       

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

       

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

       

      Stepdown
        Date:
        For
        Group I, the earlier of (x) the first Distribution Date following the
        Distribution Date on which the Class Principal Amounts of the Group I Senior
        Certificates have each been reduced to zero and (y) the later to occur of
        (1)
        the Distribution Date in July 2010 and (2) the first Distribution Date on
        which
        the Senior Enhancement Percentage (calculated for this purpose after giving
        effect to payments or other recoveries in respect of the Pool 1 Mortgage
        Loans
        during the related Collection Period, but before giving effect to distributions
        on any Group I Certificates on such Distribution Date) is greater than or
        equal
        to 16%.

       

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

       

      Subordinate
        Certificate:
        Any of
        the Class 3-B1, Class 3-B2, Class 3-B3, Class 3-B4, Class 3-B5, Class 3-B6,
        Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7
        and
        Class M-8 Certificates.

       

      Subordinate
        Certificate Writedown Amount:
        As to
        any Distribution Date, with respect to the Group II Certificates, the amount
        by
        which (i) the sum of the Class Principal Amounts of all the Certificates
        related
        to Pool 3 (after giving effect to the distribution of principal and the
        allocation of Realized Losses in reduction of the Certificate Principal Amounts
        of the related Certificates on such Distribution Date) exceeds (ii) the
        aggregate Scheduled Principal Balance of the Mortgage Loans in Pool 3 for
        such
        Distribution Date. 

       

      Subordinate
        Class Percentage:
        With
        respect to any Distribution Date and any Class of Group II Subordinate
        Certificates, the percentage obtained by dividing the Class Principal Amount
        of
        such Class immediately prior to such Distribution Date by the aggregate
        Certificate Principal Amount of all Subordinate Certificates related to the
        Mortgage Loans in Pool 3, respectively, immediately prior to such Distribution
        Date.

       


      
        
          
          

        

        
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      Subordinate
        Component Percentage:
        Not
        applicable.

       

      Subordinate
        Floating Rate Certificate Shortfall:
        Not
        applicable.

       

      Subordinate
        LIBOR Certificate:
        Not
        applicable.

       

      Subordinate
        Net Funds Cap:
        For
        each Distribution Date and the Class M-1, Class M-2 and Class M-3 Certificates,
        the weighted average of the Pool 1 Net Funds Cap and the Pool 2 Net Funds
        Cap,
        weighted on the basis of the Pool Subordinate Amount for each of Pool 1 and
        Pool
        2. For each Distribution Date and the Group I Subordinate Certificates (other
        than the Class M-1, Class M-2 and Class M-3 Certificates), the product of
        (i)
        the weighted average of the Pool 1 Net Funds Cap and the Pool 2 Net Funds
        Cap,
        weighted on the basis of the Pool Subordinate Amount for each of Pool 1 and
        Pool
        2 and (ii) a fraction the numerator of which is the actual number of days
        in the
        Accrual Period for the Group I Senior Certificates related to such Distribution
        Date and the denominator of which is 30.

      


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

       

      Subordinate
        Prepayment Percentage:
        With
        respect to Pool 3 and any Distribution Date, the difference between 100%
        and the
        related Senior Prepayment Percentage for such Distribution Date.

       

      Subordinate
        Principal Distribution Amount:
        For
        Pool 3 and for any Distribution Date, the sum of the following:

       

      (i)
        the
        product of (a) the Subordinate Percentage for Pool 3 for such date and (b)
        the
        principal portion of each Scheduled Payment (without giving effect to any
        Debt
        Service Reduction occurring prior to the applicable Bankruptcy Coverage
        Termination Date) on each Mortgage Loan in Pool 3 due during the related
        Due
        Period;

       

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

       

      (iii) with
        respect to unscheduled recoveries allocable to principal of any Mortgage
        Loan in
        Pool 3 that was finally liquidated during the related Prepayment Period,
        the
        related Net Liquidation Proceeds allocable to principal less any related
        amount
        paid pursuant to subsection (iii) of the definition of Senior Principal
        Distribution Amount for Pool 3; and

       


      
        
          
          

        

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

       

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

       

      Subservicer:
        Any
        Person that (i) is considered to be a Servicing Function Participant, (ii)
        services Mortgage Loans on behalf of any Servicer or Additional Servicer,
        and
        (iii) is responsible for the performance (whether directly or through
        subservicers or Subcontractors) of a substantial portion of the material
        servicing functions required to be performed by the Servicer, Master Servicer
        or
        the Trustee under this Agreement, the Servicing Agreements, the Custodial
        Agreements or other Servicing agreements entered into with respect to some
        or
        all of the Mortgage Loans, that are identified in Item 1122(d) of Regulation
        AB.

       

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

       

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

       

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

       

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

       

      Surety:
        Not
        applicable.

       

      Surety
        Bond:
        Not
        applicable.

       

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

       

      Swap
        Allocation Percentage:
        For
        Pool 1 or Pool 2, a fraction, the numerator of which is the sum of (a) the
        aggregate Class Principal Amount of the Senior Certificates related to such
        Pool
        and (b) the sum of the Apportioned Principal Balances for the Subordinate
        Certificates related to such Pool, and the denominator of which is the aggregate
        Class Principal Amount of the Group I Senior Certificates and the Group I
        Subordinate Certificates.

       


      
        
          
          

        

        
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      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
        HSBC Bank USA, National Association.

       

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

       

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

       

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

       

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

       

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

       

      SWAP
        REMIC:
        As
        described in the Preliminary Statement hereto.

       

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

       

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

       

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

       

      Target
        Amount:
        For
        Group I and for any Distribution Date, an amount equal to the aggregate Pool
        Balance for Pool 1 and Pool 2 as of such Distribution Date minus the Targeted
        Overcollateralization Amount for such Distribution Date.

       


      
        
          
          

        

        
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      Targeted
        Overcollateralization Amount:
        For
        Group I and for any Distribution Date (x) prior to the Stepdown Date an amount
        equal to approximately $2,160,815 (i.e.,0.50%
        of
        the aggregate Pool Balance for Pool 1 and Pool 2 as of the Cut-off Date)
        and (y)
        for any Distribution Date on or after the Stepdown Date, the greater of (1)
        the
        lesser of (a) $2,160,815 (b) the product of 1.00% of the aggregate Pool Balance
        for Pool 1 and Pool 2 as of the last day of the Collection Period and (2)
        the
        Overcollateralization Floor; provided,
        however,
        for any
        Distribution Date on or after the Stepdown Date and for which a Trigger Event
        is
        in effect, the Targeted Overcollateralization Amount will be equal to the
        Targeted Overcollateralization Amount in effect for the immediately preceding
        Distribution Date.

       

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

       

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

       

      Termination
        Event:
        As
        defined in the Swap Agreement.

       

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

       

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

       

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

       

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

       

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

       

      Trust
        Fund:
        The
        corpus of the trust created pursuant to this Agreement, consisting of the
        Mortgage Loans, the assignment of the Depositor’s rights under the Mortgage Loan
        Sale Agreement and the Participation Agreement, the Participations, the
        Additional Collateral, such amounts as shall from time to time be held in
        the
        Basis Risk Reserve Fund, the Collection Account, the Certificate Account,
        any
        Escrow Account, the Insurance Policies, any REO Property and the other items
        referred to in, and conveyed to the Trustee under, Section 2.01(a). The legal
        entity name of the Trust Fund shall be Structured Adjustable Rate Mortgage
        Loan
        Trust Mortgage Pass-Through Certificates, Series 2007-6.

       

      Trust
        Rate:
        Not
        applicable.

       

      Trust
        REMIC:
        Any
        REMIC created hereunder.

       


      
        
          
          

        

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

       

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

       

      Trustee
        Fee Rate:
        0.0055%
        per annum.

       

      Uncertificated
        Class 1-X Interest:
        An
        uncertificated regular interest in
        REMIC I-2 with an initial principal balance equal to the
        excess of (i) the aggregate Scheduled Principal Balance of Pool 1 and Pool
        2 as
        of the Cut-off Date over (ii) the aggregate initial principal amounts of
        the
        Group I Certificates
        and bearing interest on a each Distribution Date in an amount equal to
the
        1-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 X Certificates pursuant
        to
        interest rate cap agreements or notional principal contracts under Section
        10.01.

       

      Undercollateralization
        Distribution:
        Not
        Applicable.

       

      Undercollateralized
        Group:
        Not
        Applicable.

       

      Underlying
        Subordinate Rate:
        For
        Pool 3 the Pool 3 Net WAC.

      


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

       

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

       

      Unpaid
        Subordinate Floating Rate Certificate Shortfall:
        Not
        applicable.

       

      Voting
        Interests:
        The
        portion of the voting rights of all the Certificates that is allocated to
        any
        Certificate for purposes of the voting provisions of this Agreement. At all
        times during the term of this Agreement 95% of all Voting Interests shall
        be
        allocated to the Group I and Group II Certificates, 1% shall be allocated
        to
        each of the Class 1-AP, Class 2-AP, Class 3-AP and Class R-I Certificates,
        and
        1% of all Voting Interests shall be allocated to the Class X Certificates,
        while
        they remain outstanding. Voting Interests shall be allocated among the Class
        1-AP, Class 2-AP and Class 3-AP Certificates in proportion to their Percentage
        Interest. Voting Interests shall be allocated among the other Classes of
        Certificates (and among the Certificates of each such Class) in proportion
        to
        their Class Principal Amounts (or Certificate Principal Amounts).

       


      
        
          
          

        

        
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      WHFIT:
        A
“Widely Held Fixed Investment Trust” as that term is defined in Treasury
        Regulations section 1.671-5(b)(22) or successor provisions.

       

      WHFIT
        Regulations:
        Treasury Regulations section 1.671-5, as amended.

       

      WHMT:
        A
“Widely Held Mortgage Trust” as that term is defined in Treasury Regulations
        section 1.671-5(b)(23) or successor provisions.

       

      Section
        1.02. Calculations
        Respecting Mortgage Loans.

       

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

       

      Section
        1.03. Rights
        of the NIMS Insurer

       

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

       

      ARTICLE
        II

       

      DECLARATION
        OF TRUST;

      ISSUANCE
        OF CERTIFICATES

       

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

       

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

       


      
        
          
          

        

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

       

      Concurrently
        with the execution and delivery of this Agreement, the Depositor does hereby
        assign to the Trustee all of its rights and interest under the Mortgage Loan
        Sale Agreement; including all rights of the Seller under the applicable
        Servicing Agreement and any related Transfer Agreement (including the right
        to
        enforce the related Early Payment Default Mortgage Loans) to the extent assigned
        under the Mortgage Loan Sale Agreement. The Trustee hereby accepts such
        assignment, and shall be entitled to exercise all rights of the Depositor
        under
        the Mortgage Loan Sale Agreement as if, for such purpose, it were the Depositor.
        The Trustee is hereby directed to acknowledge and deliver the Servicing
        Agreement (to the extent it is a party thereto) and perform in accordance
        therewith. 

       

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

       

      The
        foregoing sale, transfer, assignment, set-over, deposit and conveyance and
        the
        assignment and transfer with respect to Additional Collateral does not and
        is
        not intended to result in creation or assumption by the Trustee of any
        obligation of the Depositor, the Seller, or any other Person in connection
        with
        the Mortgage Loans, the Servicing Agreements or any other agreement or
        instrument relating thereto except as specifically set forth
        herein.

       

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

       


      
        
          
          

        

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

       

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

       

      (ii) the
        original of any guarantee, security agreement or pledge agreement relating
        to
        any Additional Collateral and executed in connection with the Mortgage Note,
        assigned to the Trustee;

       

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

       

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

       


      
        
          
          

        

        
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      (v) with
        respect to each Non-MERS Mortgage Loan other than a Cooperative Loan, the
        original Assignment of Mortgage, in form and substance acceptable for recording.
        The Mortgage shall be assigned either (A) in blank, without recourse or (B)
        to
“Wells Fargo Bank, N.A., as Trustee of the Structured Adjustable Rate Mortgage
        Loan Trust Mortgage Pass Through Certificates, Series 2007-6,” without recourse
        for each Mortgage Loan;

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       


      
        
          
          

        

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

       

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

       

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

       

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

       

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

       


      
        
          
          

        

        
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      (g) The
        issuing entity is hereby named Structured Adjustable Rate Mortgage Loan Trust,
        Series 2007-6.

       

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

       

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

       

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

       

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

       


      
        
          
          

        

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

       

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

       

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

       

      Section
        2.03. Representations
        and Warranties of the Depositor.

       

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

       

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

       

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

       

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

       


      
        
          
          

        

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

       

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

       

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

       

      (b) The
        representations and warranties of each Transferor with respect to the related
        Mortgage Loans in the applicable Transfer Agreement, which have been assigned
        to
        the Trustee hereunder, were made as of the date specified in the applicable
        Transfer Agreement (or underlying agreement, if such Transfer Agreement is
        in
        the form of an assignment of a prior agreement). To the extent that any fact,
        condition or event with respect to a Mortgage Loan constitutes a breach of
        both
        (i) a representation or warranty of the applicable Transferor under the
        applicable Transfer Agreement and (ii) a representation or warranty of Lehman
        Brothers Holdings under the Mortgage Loan Sale Agreement, the only right
        or
        remedy of the Trustee or of any Certificateholder shall be the Trustee’s right
        to enforce the obligations of the applicable Transferor under any applicable
        representation or warranty made by it. Lehman Brothers Holdings shall have
        no
        obligation or liability with respect to any breach of a representation or
        warranty made by it with respect to the Mortgage Loans if the fact, condition
        or
        event constituting such breach also constitutes a breach of a representation
        or
        warranty made by the applicable Transferor in the applicable Transfer Agreement,
        without regard to whether such Transferor fulfills its contractual obligations
        in respect of such representation or warranty. The Depositor shall have no
        obligation or liability with respect to any breach of any representation
        or
        warranty with respect to the Mortgage Loans (except as set forth in Section
        2.03(a)(vi)) under any circumstances.

       


      
        
          
          

        

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

       


      
        
          
          

        

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

       

      (a) With
        respect to any Mortgage Loan repurchased by the Depositor pursuant to this
        Agreement, by Lehman Brothers Holdings pursuant to the Mortgage Loan Sale
        Agreement or by any Transferor pursuant to the applicable Transfer Agreement,
        the principal portion of the funds (Including the FPD Purchase Price and
        EPD
        Purchase Price but excluding the FPD Premium and 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,
        EPD Purchase Price and FPD Purchase Price shall be deposited in the Collection
        Account pursuant to Section 4.01. The Trustee, upon receipt of the full amount
        of the Purchase Price for a Deleted Mortgage Loan, or certification from
        the
        Master Servicer that it is in receipt of such amount, or upon receipt of
        notification from the related Custodian that it received the Mortgage File
        for a
        Qualifying Substitute Mortgage Loan substituted for a Deleted Mortgage Loan
        (and
        any applicable Substitution Amount), shall release or cause to be released
        to
        the Depositor, Lehman Brothers Holdings or the applicable Transferor, as
        applicable, the related Mortgage File for the Deleted Mortgage Loan and shall
        execute and deliver such instruments of transfer or assignment, in each case
        without recourse, representation or warranty, as shall be necessary to vest
        in
        such party or its designee or assignee title to any Deleted Mortgage Loan
        released pursuant hereto, free and clear of all security interests, liens
        and
        other encumbrances created by this Agreement, which instruments shall be
        prepared by the Trustee (or a Custodian), and the Trustee shall have no further
        responsibility with respect to the Mortgage File relating to such Deleted
        Mortgage Loan. The Seller indemnifies and holds the Trust Fund, the Master
        Servicer, the Trustee, the Depositor and each Certificateholder harmless
        against
        any and all taxes, claims, losses, penalties, fines, forfeitures, reasonable
        legal fees and related costs, judgments, and any other costs, fees and expenses
        that the Trust Fund, the Trustee, the Master Servicer, the Depositor and
        any
        Certificateholder may sustain in connection with any actions of the Seller
        relating to a repurchase of a Mortgage Loan other than in compliance with
        the
        terms of this Section 2.05 and the Mortgage Loan Sale Agreement, to the extent
        that any such action causes an Adverse REMIC Event.

       

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

       


      
        
          
          

        

        
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      (c) Notwithstanding
        any other provision of this Agreement, the right to substitute Mortgage Loans
        pursuant to this Article II shall be subject to the additional limitations
        that
        no substitution of a Qualifying Substitute Mortgage Loan for a Deleted Mortgage
        Loan shall be made unless the Trustee and the NIMS Insurer have received
        an
        Opinion of Counsel (at the expense of the party seeking to make the
        substitution) that, under current law, such substitution will not (A) affect
        adversely the status of any REMIC established hereunder as a REMIC, or of
        the
        related “regular interests” as “regular interests” in any such REMIC, or (B)
        cause any such REMIC to engage in a “prohibited transaction” or “prohibited
        contribution” pursuant to the REMIC Provisions. The Depositor shall cause the
        Mortgage Loan Schedule to be amended in accordance with the terms of this
        Agreement.

       

      Section
        2.06. Grant
        Clause.

       

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

       

      ARTICLE
        III

       

      THE
        CERTIFICATES

       

      Section
        3.01. The
        Certificates.

       

      (a) The
        Certificates shall be issuable in registered form only and shall be securities
        governed by Article 8 of the New York Uniform Commercial Code. The Book-Entry
        Certificates will be evidenced by one or more certificates, beneficial ownership
        of which will be held in the dollar denominations in Certificate Principal
        Amount or Notional Principal Amount or in the Percentage Interests, specified
        herein. Each Class of Book-Entry Certificates shall be issued in the minimum
        denominations in Certificate Principal Amount or Percentage Interest specified
        in the Preliminary Statement hereto and in integral multiples of $1 or 5%
        (in
        the case of Certificates issued in Percentage Interests) in excess thereof.
        Each
        Class of Non-Book Entry Certificates other than the Residual Certificate
        shall
        be issued in definitive, fully registered form in the minimum denominations
        in
        Certificate Principal Amount specified in the Preliminary Statement hereto
        and
        in integral multiples of $1 in excess thereof. The Class R-II and Class P
        Certificates shall each be issued as a single Certificate and maintained
        in
        definitive, fully registered form in a minimum denomination equal to $100.
        The
        Class X and Class C Certificates shall be maintained in definitive, fully
        registered form in a minimum denomination equal to 25% of the Percentage
        Interest of such Class of Certificates. The Certificates may be issued in
        the
        form of typewritten certificates. One Certificate of each Class of Certificates
        other than any Class of Residual Certificates may be issued in any denomination
        in excess of the minimum denomination.

       


      
        
          
          

        

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

       

      (c) The
        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 DTC and
        registered in the name of a nominee of DTC, duly executed and authenticated
        by
        the Trustee or the Authenticating Agent as hereinafter provided. The aggregate
        principal amounts of the Restricted Global Securities may from time to time
        be
        increased or decreased by adjustments made on the records of the Trustee
        or DTC
        or its nominee, as the case may be, as hereinafter provided.

       

      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 and the
        Authenticating Agent as hereinafter provided. The aggregate principal amounts
        of
        the Regulation S Global Securities may from time to time be increased or
        decreased by adjustments made on the records of the Trustee or DTC or its
        nominee, as the case may be, as hereinafter provided.

       


      
        
          
          

        

        
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      (d) The
        Privately Offered Certificates sold to an “accredited investor” complying with
        the transfer provision set forth in Section 3.03 under Rule 501(a)(1), (2),
        (3)
        or (7) under the Act shall be issued initially in the form of one or more
        Definitive Certificates.

       

      Section
        3.02. Registration.

       

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

       

      Section
        3.03. Transfer
        and Exchange of Certificates.

       

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

       

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

       


      
        
          
          

        

        
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      (c) By
        acceptance of a Restricted Certificate or a Regulation S Global Security,
        whether upon original issuance or subsequent transfer, each Holder of such
        a
        Certificate acknowledges the restrictions on the transfer of such Certificate
        set forth thereon and agrees that it will transfer such a Certificate only
        as
        provided herein. In addition, each Holder of a Regulation S Global Security
        shall be deemed to have represented and warranted to the Trustee, the
        Certificate Registrar and any of their respective successors that: (i) such
        Person is not a U.S. person within the meaning of Regulation S and was, at
        the
        time the buy order was originated, outside the United States and (ii) such
        Person understands that such Certificates have not been registered under
        the
        Securities Act of 1933, as amended (the “Act”), and that (x) until the
        expiration of the 40-day distribution compliance period (within the meaning
        of
        Regulation S), no offer, sale, pledge or other transfer of such Certificates
        or
        any interest therein shall be made in the United States or to or for the
        account
        or benefit of a U.S. person (each as defined in Regulation S), (y) if in
        the
        future it decides to offer, resell, pledge or otherwise transfer such
        Certificates, such Certificates may be offered, resold, pledged or otherwise
        transferred only (A) to a person which the seller reasonably believes is
        a
“qualified institutional buyer” (a “QIB”) as defined in Rule 144A under the Act,
        that is purchasing such Certificates for its own account or for the account
        of a
        qualified institutional buyer to which notice is given that the transfer
        is
        being made in reliance on Rule 144A or (B) in an offshore transaction (as
        defined in Regulation S) in compliance with the provisions of Regulation
        S, in
        each case in compliance with the requirements of this Agreement; and it will
        notify such transferee of the transfer restrictions specified in this
        Section.

       

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

       

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

       

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

       

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

       

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

       

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

       


      
        
          
          

        

        
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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 Non-permitted Foreign Holder.
        Notwithstanding the registration in the Certificate Register of any transfer,
        sale, or other disposition of a Residual Certificate to a Disqualified
        Organization, an agent or nominee thereof, or Non-permitted Foreign Holder,
        such
        registration shall be deemed to be of no legal force or effect whatsoever
        and
        such Disqualified Organization, agent or nominee thereof, or Non-permitted
        Foreign Holder shall not be deemed to be a Certificateholder for any purpose
        hereunder, including, but not limited to, the receipt of distributions on
        such
        Residual Certificate. Neither the Trustee nor the Certificate Registrar shall
        be
        under any liability to any person for any registration or transfer of a Residual
        Certificate to a Disqualified Organization, agent or nominee thereof, or
        Non-permitted Foreign Holder or for the maturity of any payments due on such
        Residual Certificate to the Holder thereof or for taking any other action
        with
        respect to such Holder under the provisions of the Agreement, so long as
        the
        transfer was effected in accordance with this Section 3.03(f), unless a
        Responsible Officer of the Trustee or the Certificate Registrar shall have
        actual knowledge at the time of such transfer or the time of such payment
        or
        other action that the transferee is a Disqualified Organization, agent or
        nominee thereof, or Non-permitted Foreign Holder. The Trustee or the Certificate
        Registrar shall be entitled to recover from any Holder of a Residual Certificate
        that was a Disqualified Organization, agent or nominee thereof, or Non-permitted
        Foreign Holder at the time it became a Holder or any subsequent time it became
        a
        Disqualified Organization, agent or nominee thereof, or Non-permitted Foreign
        Holder, all payments made on such Residual Certificate at and after either
        such
        times (and all costs and expenses, including but not limited to attorneys’ fees,
        incurred in connection therewith). Any payment (not including any such costs
        and
        expenses) so recovered by the Trustee or the Certificate Registrar shall
        be paid
        and delivered to the last preceding Holder of such Residual
        Certificate.

       


      
        
          
          

        

        
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      If
        any
        purported transferee shall become a registered Holder of a Residual Certificate
        in violation of the provisions of this Section 3.03(f), then upon receipt
        of
        written notice to the Trustee or the Certificate Registrar that the registration
        of transfer of such Residual Certificate was not in fact permitted by this
        Section 3.03(f), the last preceding Permitted Transferee shall be restored
        to
        all rights as Holder thereof retroactive to the date of such registration
        of
        transfer of such Residual Certificate. Neither the Trustee nor the Certificate
        Registrar shall be under any liability to any Person for any registration
        of
        transfer of a Residual Certificate that is in fact not permitted by this
        Section
        3.03(f), for making any payment due on such Certificate to the registered
        Holder
        thereof or for taking any other action with respect to such Holder under
        the
        provisions of this Agreement so long as the transfer was registered upon
        receipt
        of the affidavit described in the preceding paragraph of this Section
        3.03(f).

       

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

       

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

       

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

       

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

       


      
        
          
          

        

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

       


      
        
          
          

        

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

       

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

       

      Section
        3.04. Cancellation
        of Certificates.

       

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

       

      Section
        3.05. Replacement
        of Certificates.

       

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

       

      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.

       


      
        
          
          

        

        
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      Section
        3.07. Temporary
        Certificates.

       

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

       

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

       

      Section
        3.08. Appointment
        of Paying Agent.

       

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

       

      (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
        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 O attached hereto. In addition, the Paying Agent
        (if
        other than the Trustee) shall notify the Sponsor, the Master Servicer and
        the
        Depositor within five (5) calendar days of knowledge thereof (i) of any legal
        proceedings pending against the Paying Agent of the type described in Item
        1117
        (§ 229.1117) of Regulation AB, (ii) any merger, consolidation or sale of
        substantially all of the assets of the Paying Agent and (iii) if the Paying
        Agent shall become (but only to the extent not previously disclosed) at any
        time
        an Affiliate of any of the parties listed on Exhibit R hereto or any of their
        Affiliates.

       


      
        
          
          

        

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

       

      Section
        3.09. Book-Entry
        Certificates.

       

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

       

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

       

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

       

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

       

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

       

      


       


      
        
          
          

        

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

       

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

       

      ARTICLE
        IV


       

      ADMINISTRATION
        OF THE TRUST FUND

       

      Section
        4.01. Collection
        Account.

       

      (a) On
        the
        Closing Date, the Master Servicer shall open and shall thereafter maintain
        a
        segregated account held in trust (the “Collection Account”), entitled “Aurora
        Loan Services LLC as Master Servicer, in trust for the benefit of the Holders
        of
        Structured Adjustable Rate Mortgage Loan Trust Mortgage Pass-Through
        Certificates, Series 2007-6.” The Collection Account shall relate solely to the
        Certificates issued by the Trust Fund hereunder, and funds in such Collection
        Account shall not be commingled with any other monies.

       

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

       


      
        
          
          

        

        
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      (c) The
        Master Servicer shall give to the Trustee prior written notice of the name
        and
        address of the depository institution at which the Collection Account is
        maintained and the account number of such Collection Account. No later than
        1:00
        p.m. New York City time on each Deposit Date, the entire amount on deposit
        in
        the Collection Account (subject to permitted withdrawals set forth in Section
        4.02), not including any amounts which are to be excluded from the Available
        Distribution Amount for such Distribution Date pursuant to clauses (A) through
        (H) of paragraph (i) of the definition thereof (other than any amounts due
        or
        reimbursable to the Trustee or the Custodians pursuant to this Agreement),
        shall
        be remitted to the Trustee for deposit into the Certificate Account by wire
        transfer in immediately available funds. The Master Servicer, at its option
        (but
        with prior notice to Trustee), may choose to make daily remittances from
        the
        Collection Account to the Trustee for deposit into the Certificate
        Account.

       

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

       

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

       

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

       

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

       

      (iv) all
        Insurance Proceeds;

       

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

       

      (vi) all
        Prepayment Penalty Amounts; 

       

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

       


      
        
          
          

        

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

       

      (e) Funds
        in
        the Collection Account may be invested in Eligible Investments (selected
        by and
        at the written direction of the Master Servicer) which shall mature not later
        than one Business Day prior to the Deposit Date (except that if such Eligible
        Investment is an obligation of the Trustee or the Paying Agent, if other
        than
        the Trustee, and such Collection Account is maintained with the Trustee or
        the
        Paying Agent, if other than the Trustee, then such Eligible Investment shall
        mature not later than such applicable Deposit Date), and any such Eligible
        Investment shall not be sold or disposed of prior to its maturity. All such
        Eligible Investments shall be made in the name of the Master Servicer in
        trust
        for the benefit of the Trustee and Holders of Structured Adjustable Rate
        Mortgage Loan Trust, Mortgage Pass-Through Certificates, Series 2007-6. All
        income and gain realized from any such investment shall be for the benefit
        of
        the Master Servicer, while such Collection Account is maintained by the Master
        Servicer, and shall be subject to its withdrawal or order from time to time
        and
        shall not be part of the Trust Fund. The amount of any losses incurred in
        respect of any such investments shall be deposited in such Collection Account
        by
        the Master Servicer out of its own funds, without any right of reimbursement
        therefor, immediately as realized. The foregoing requirements for deposit
        in the
        Collection Account are exclusive, it being understood and agreed that, without
        limiting the generality of the foregoing, payments of interest on funds in
        the
        Collection Account and payments in the nature of late payment charges or
        assumption fees need not be deposited by the Master Servicer in the Collection
        Account and may be retained by the Master Servicer or the applicable Servicer
        as
        additional servicing compensation. If the Master Servicer deposits in the
        Collection Account any amount not required to be deposited therein, it may
        at
        any time withdraw such amount from such Collection Account.

       

      Section
        4.02. Application
        of Funds in the Collection Account.

       

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

       

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

       


      
        
          
          

        

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

       

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

       

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

       

      (v) to
        reimburse itself or any Servicer for expenses incurred by and recoverable
        by or
        reimbursable to it or such Servicer pursuant to Section 9.04, 9.06, 9.16
        or
        9.22(a) or pursuant to the applicable Servicing Agreement (to the extent
        such
        reimbursement constitutes “unanticipated expenses” within the meaning of
        Treasury Regulation Section 1.860G-1(b)(3)(ii)), and to reimburse itself
        for any
        expenses reimbursable to it pursuant to Section 10.01(c);

       

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

       

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

       


      
        
          
          

        

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

       

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

       

      (x) to
        pay
        the Depositor or the Seller, as applicable, with respect to each Mortgage
        Loan
        or REO Property acquired in respect thereof that has been purchased pursuant
        to
        this Agreement, all amounts received thereon and not distributed on the date
        on
        which the related prepurchase was effected, and to pay 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 a Early Payment Default
        Loan);

       

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

       

      (xii) to
        clear
        and terminate any Collection Account pursuant to Section 7.02;

       

      (xiii) 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

       

      (xiv) to
        reimburse any Servicer for such amounts as are due thereto under the applicable
        Servicing Agreement and have not been retained by or paid to such Servicer
        to
        the extent provided in such Servicing Agreement provided such amounts are
        Servicing Fees or “unanticipated expenses” within the meaning of Treasury
        Regulation Section 1.860G-1(b)(3)(ii).

       

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

       

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

       

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

       

      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) and shall make available
        to the Swap Counterparty, the Certificateholders and any NIMS Insurer a written
        report setting forth the following information, by Mortgage Pool and Certificate
        Group (on the basis of Mortgage Loan level information provided by the
        applicable Servicer and the Master Servicer):

       

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

       

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

       

      (iii) the
        amount, if any, of any distributions to the Holders of the Class P, Class
        X
        (including the 1-X Component and the 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 P, Class X (including the 1-X
        Component and the S-X Component) and Class R Certificates on all Distribution
        Dates, stated separately;

       

      (iv) (a) the
        aggregate amount of any Advances required to be made with respect to the
        related
        Collection Period by or on behalf of the Master Servicer or any Servicer
        (or, if
        applicable, the Trustee, solely in its capacity as successor master servicer),
        (b) the aggregate amount of such Advances actually made, and (c) the amount,
        if
        any, by which (A) above exceeds (B) above;

       


      
        
          
          

        

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

       

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

       

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

       

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

       

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

       

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

       

      (xi) the
        deemed aggregate principal balance of all REO Properties (not including a
        Liquidated Mortgage Loan as of the end of the Prepayment Period) as of the
        close
        of business on the last Business Day of the calendar month immediately preceding
        the month in which such Distribution Date occurs; with respect to substitution
        of Mortgage Loans in the preceding calendar month, the aggregate Scheduled
        Principal Balance of all such Deleted Mortgage Loans, and of all Qualifying
        Substitute Mortgage Loans;

       

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

       

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

       


      
        
          
          

        

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

       

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

       

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

       

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

       

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

       

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

       

      (xx) the
        amount of any FPD Premiums or EPD Premiums, if any, for such Distribution
        Date.


       

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

       

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

       

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

       


      
        
          
          

        

        
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      The
        foregoing information and reports shall be prepared and determined by the
        Trustee based solely on Mortgage Loan data provided to the Trustee by the
        Master
        Servicer (in a format attached hereto as Exhibit J as mutually agreed to
        by the
        Trustee and the Master Servicer, Swap Counterparty) no later than 2:00 p.m.
        Eastern Time four Business Days prior to the Distribution Date. In preparing
        or
        furnishing the information to be provided by the Trustee, the Master Servicer
        shall be entitled to rely conclusively on the accuracy and completeness of
        the
        information or data (i) regarding the Mortgage Loans (including any Early
        Payment Default Mortgage Loans) and the related REO Property that has been
        provided to the Master Servicer by the Servicer and (ii) regarding the Swap
        Agreement that has been provided to the Trustee by the Cap Counterparty and
        the
        Swap Counterparty, respectively. The Trustee shall be entitled to conclusively
        rely on the accuracy and completeness of (i) the Mortgage Loan data provided
        by
        the Master Servicer and shall have no liability for any errors or omissions
        in
        such Mortgage Loan data or other information, (ii) the Master Servicer shall
        have no liability for any errors or omissions in such mortgage loan data
        or
        information, and (iii) the information and data provided to the Trustee by
        the
        Swap Counterparty, and, in each case, the Trustee shall not be obligated
        to
        verify, reconcile, recomputed or recalculate any such information or
        data.

       

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

       

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

       


      
        
          
          

        

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

       

      Section
        4.04. Certificate
        Account.

       

      (a) The
        Trustee shall establish and maintain in its name, as trustee, a trust account
        (the “Certificate Account”), entitled Wells Fargo Bank, N.A. as Trustee in trust
        for the holders of Structured Adjustable Rate Mortgage Loan Trust Mortgage
        Pass-Through Certificates, Series 2007-6, to be held in trust for the benefit
        of
        the Certificateholders until disbursed pursuant to the terms of this Agreement.
        The Certificate Account shall be an Eligible Account. If the existing
        Certificate Account ceases to be an Eligible Account, the Trustee shall
        establish a new Certificate Account that is an Eligible Account within 20
        Business Days and transfer all funds on deposit in such existing Certificate
        Account into such new Certificate Account. The Certificate Account shall
        relate
        solely to the Certificates issued hereunder and funds in the Certificate
        Account
        shall be held separate and apart from and shall not be commingled with any
        other
        monies including, without limitation, other monies of the Trustee held under
        this Agreement.

       

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

       

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

       

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

       


      
        
          
          

        

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

       

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

       

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

       

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

       

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

       

      ARTICLE
        V

       

      DISTRIBUTIONS
        TO HOLDERS OF CERTIFICATES

       

      Section
        5.01. Distributions
        Generally.

       

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

       


      
        
          
          

        

        
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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 in such Class equally in proportion to their respective initial
        Certificate Principal Amounts.

       

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

       

      Section
        5.02. Distributions
        from the Certificate Account.

       

      (a) On
        each
        Distribution Date, the Trustee (or the Paying Agent on behalf of the Trustee)
        shall withdraw from the Certificate Account the Total Distribution Amount
        (excluding all Prepayment Penalty Amounts) 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 concurrently as follows:

       

      (i) On
        each
        Distribution Date, (or, in the case of payments to the Swap Counterparty,
        the
        Business Day prior to each Distribution Date) the Trustee shall distribute
        the
        Interest Remittance Amount for Pool 1 for such date as follows:

       

      (A) for
        deposit into the Supplemental Interest Trust Account, the Pool 1 Swap Allocation
        Payment Amount not due to a Swap Counterparty Trigger Event owed to the Swap
        Counterparty (including any amounts remaining unpaid from previous Distribution
        Dates);

       

      (B) for
        deposit into the Supplemental Interest Trust Account, any Net Swap Payment
        or
        Swap Termination Payment not due to a Swap Counterparty Trigger Event owed
        to
        the Swap Counterparty to the extent not paid previously from the Interest
        Remittance Amount from Pool 2 in accordance with Section
        5.02(a)(ii)(A);

       

      (C) 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; and

       

      (D) for
        application pursuant to Section 5.02(b), any such Interest Remittance Amount
        remaining undistributed for such Distribution Date.

       

      


       


      
        
          
          

        

        
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      (ii) On
        each
        Distribution Date, (or, in the case of payments to the Swap Counterparty,
        the
        Business Day prior to each Distribution Date) the Trustee shall distribute
        the
        Interest Remittance Amount for Pool 2 for such date as follows:

       

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

       

      (B) for
        deposit into the Supplemental Interest Trust Account, any Net Swap Payment
        or
        Swap Termination Payment not due to a Swap Counterparty Trigger Event owed
        to
        the Swap Counterparty to the extent not paid previously from the Interest
        Remittance Amount from Pool 1 in accordance with clause Section
        5.02(a)(i)(A);

       

      (C) concurrently,
        to each class of Pool 2 Senior Certificates, Current Interest and any
        Carryforward Interest for such class 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; 

       

      (D) for
        application pursuant to Section 5.02(b), any such Interest Remittance Amount
        remaining undistributed for such Distribution Date.

       

      (b) On
        each
        Distribution Date, (or, in the case of payments to the Swap Counterparty,
        the
        Business Day prior to each Distribution Date) the Trustee will distribute
        the
        aggregate of any remaining Interest Remittance Amounts from Sections
        5.02(a)(i)(D) and 5.02(a)(ii)(D), as applicable, sequentially as
        follows:

       

      (i) concurrently,
        to each class of Group I Senior Certificates, Current Interest and any
        Carryforward Interest for such classes for such Distribution Date (any shortfall
        in Current Interest and Carryforward Interest to be allocated among such
        classes
        in proportion to the amount of Current Interest and Carryforward Interest
        that
        would otherwise be distributable thereon) to the extent not paid on such
        Distribution Date pursuant to Sections 5.02(a)(i)(C) and
        5.02(a)(ii)(C);

       

      (ii) to
        each
        class of Group I Subordinate Certificates, in accordance with the Group I
        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 Group I Certificates; and

       

      (iv) for
        application as part of the aggregate Monthly Excess Cashflow for such
        Distribution Date, as provided in Section 5.02(e), 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 Trustee shall distribute the Principal Distribution
        Amount with respect to each Mortgage Pool for such date, concurrently, as
        follows:

       

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

       

      (A) For
        Pool
        1: The Principal Distribution Amount for Pool 1 will be distributed on each
        Distribution Date sequentially as follows:

       

      (I) for
        deposit into the Supplemental Interest Trust Account, the Pool 1 Swap Allocation
        Payment Amount not due to a Swap Counterparty Trigger Event owed to the Swap
        Counterparty (to the extent not paid previously from the Interest Remittance
        Amount in accordance with Section 5.02(a));

       

      (II) for
        deposit into the Supplemental Interest Trust Account, any Net Swap Payment
        or
        Swap Termination Payment not due to a Swap Counterparty Trigger Event owed
        to
        the Swap Counterparty (to the extent not paid previously from the Interest
        Remittance Amount in accordance with Section 5.02(a), after giving effect
        to
        distributions made pursuant to Section 5.02(c)(i)(B)(I) or pursuant to Section
        5.02(c)(i)(A)(I);

       

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

       

      (IV) pro
        rata,
        to the Pool 2 Senior Certificates, after giving effect to distributions in
        Section 5.02(c)(i)(B)(III), until the Class Principal Amount of each such
        class
        has been reduced to zero;

       

      (V) to
        the
        Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7
        and
        Class M-8 Certificates, sequentially, in that order, until the Class Principal
        Amount of each such Class has been reduced to zero; and

       

      (VI) for
        application as part of the Monthly Excess Cashflow for such Distribution
        Date,
        pursuant to Section 5.02(e), any such Principal Distribution Amount remaining
        after application pursuant to Sections 5.02(c)(i)(A)(I) through (V)
        above.

       

      (B) For
        Pool
        2: The Principal Distribution Amount for Pool 2 will be distributed on each
        Distribution Date sequentially as follows:

       


      
        
          
          

        

        
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      (I) for
        deposit into the Supplemental Interest Trust Account, the Pool 2 Swap Allocation
        Payment Amount not due to a Swap Counterparty Trigger Event owed to the Swap
        Counterparty (to the extent not paid previously from the Interest Remittance
        Amount in accordance with Section 5.02(a) above);

       

      (II) for
        deposit into the Supplemental Interest Trust Account, any Net Swap Payment
        or
        Swap Termination Payment not due to a Swap Counterparty Trigger Event owed
        to
        the Swap Counterparty (to the extent not paid previously from the Interest
        Remittance Amount in accordance with Section 5.02(a) above, after giving
        effect
        to distributions made pursuant to Sections 5.02(c)(i)(A)(I) or
        5.02(c)(i)(B)(I);

       

      (III) to
        the
        Pool 2 Senior Certificates, in accordance with the Pool 2 Senior Priority,
        until
        the Class Principal Amount of each such class has been reduced to
        zero;

       

      (IV) to
        the
        Pool 1 Senior Certificates, after giving effect to distribution in Section
        5.02(c)(i)(A)(III) above, in accordance with the Pool 1 Senior Priority,
        until
        the Class Principal Amount of each such class has been reduced to
        zero;

       

      (V) to
        the
        Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7
        and
        Class M-8 Certificates, sequentially,
        in that
        order, until the Class Principal Amount of each such class has been reduced
        to
        zero;

       

      (VI) for
        application as part of the Monthly Excess Cashflow for such Distribution
        Date,
        pursuant to Section 5.02(e), any such Principal Distribution Amount remaining
        after application pursuant to Sections 5.02(c)(i)(B)(I) through (V)
        above.

       

      (ii) On
        each
        Distribution Date (or, in the case of payments to the Swap Counterparty,
        the
        Business Day prior to each Distribution Date) (a) on or after the Stepdown
        Date
        and (b) with respect to which a Trigger Event is not in effect, the Principal
        Distribution Amount for Pool 1 and Pool 2 for such date will be distributed
        in
        the following order of priority:

       

      (A) for
        deposit into the Supplemental Interest Trust Account, the respective Swap
        Allocation Payment Amount for such Mortgage Pool owed to the Swap Counterparty
        (to the extent not paid previously from the Interest Remittance Amount in
        accordance Section 5.02(a) above); 

       

      (B) for
        deposit into the Supplemental Interest Trust Account, the allocable portion
        of
        any Net Swap Payment or Swap Termination Payment with respect to the other
        Mortgage Pool not due to a Swap Counterparty Trigger Event owed to the Swap
        Counterparty (to the extent not paid on previous Distribution Dates, from
        the
        Interest Remittance Amount in accordance with Section 5.02(a) after giving
        effect to distributions made pursuant to Section 5.02(c)(ii)(A) above);


       


      
        
          
          

        

        
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      (C) (a)
        so
        long as any of the Group I Subordinate Certificates are outstanding, to the
        Pool
        1 Senior Certificates (from amounts in Pool 1, except as provided below)
        and to
        the Pool 2 Senior Certificates (from amounts in Pool 2, except as provided
        below), in each case in accordance with Section 5.02(c)(i), concurrently
        by
        Principal Allocation Percentage, in an amount equal to the lesser of (x)
        the
        Principal Distribution Amount for the related Mortgage Pool for such
        Distribution Date and (y) the Senior Principal Distribution Amount for the
        related Mortgage Pool (allocated by Principal Allocation Percentage) for
        such
        Distribution Date until the Class Principal Amount of each such class has
        been
        reduced to zero; or (b) otherwise to the Class 1-A1, Class 1-A2, Class 2-A1,
        Class 2-A2 and Class 2-A3 Certificates (in each case in accordance with Section
        5.02(c)(i), concurrently by Principal Allocation Percentage), the excess
        of the
        Principal Distribution Amount for the related Mortgage Pool for such
        Distribution Date over the amount distributed to the Supplemental Interest
        Trust
        with respect to such Distribution Date pursuant to clause (A) and (B) above,
        in
        each case until the Class Principal Amount of each such class has been reduced
        to zero;

       

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

       

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

       

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

       

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

       


      
        
          
          

        

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

       

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

       

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

       

      (K)
        to
        the Class M-8 Certificates, an amount equal to the lesser of (x) the excess,
        if
        any, of (a) the Principal Distribution Amount for Group I for such Distribution
        Date over (b) the amount distributed on such Distribution Date pursuant to
        clauses (A) through (J) above, and (y) the M-8 Principal Distribution Amount
        for
        such Distribution Date, until the Class Principal Amount of such Class has
        been
        reduced to zero; 

       

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

      


      (d) On
        each
        Distribution Date, the Available Distribution Amount for Pool 3 will be
        allocated among the Classes of Group II Senior Certificates and among the
        Classes of the Group II Subordinate Certificates as follows:

       

      (i) from
        the
        Available Distribution Amount for Pool 3, to the Trustee, the payment of
        the
        Trustee Fee allocable to Pool 3 for such Distribution Date; 

       

      (ii) from
        the
        Available Distribution Amount for Pool 3, to payment of Accrued Certificate
        Interest on each Class of Group II Senior Certificates, as reduced by such
        Class’s allocable share of any Net Prepayment Interest Shortfalls for Group II
        for such Distribution Date; provided, however, that any shortfall in available
        amounts for Group II will be allocated among the Classes of the Group II
        Certificates, in proportion to the amount of such interest (as so reduced)
        that
        would otherwise be distributable thereon;

       


      
        
          
          

        

        
          101

          
            

          

        

        
          
          

        

      


      (iii) from
        the
        Available Distribution Amount for Pool 3, to payment of any outstanding Interest
        Shortfalls on each Class of Group II Senior Certificates, as reduced by such
        Class’s allocable share of any Net Prepayment Interest Shortfalls for Group II
        for such Distribution Date; provided, however, that any shortfall in available
        amounts for Pool 3 will be allocated among the Classes of Group II Certificates
        in proportion to the amount of such interest (as so reduced) that would
        otherwise be distributable thereon;

       

      (iv) to
        the
        Group II Senior Certificates to the extent of the remaining related Available
        Distribution Amount, in reduction of their Class Principal Amounts concurrently
        as follows:

       

      (A) 
        to the
        Class 3-A1, Class 3-A2 and Class R-II Certificates, from the Available
        Distribution Amount for Pool 3, the Senior Principal Distribution Amount
        for
        such pool, in reduction of their Class Principal Amounts, sequentially as
        follows:

       

      
        	 	
                (i)

              	
                first,
                  to the Class R-II Certificate, in reduction of its Class Principal
                  Amount
                  until its Class Principal Amount has been reduced to
                  zero;

              


      

       

      
        	 	
                (ii)

              	
                second,
                  pro rata, to the Class 3-A1 and Class 3-A2 Certificates, until
                  their Class
                  Principal Amounts have been reduced to
                  zero;

              


      

       

      (v) from
        the
        remaining Available Distribution Amount for Pool 3, to the Group II Subordinate
        Certificates, in the following order of priority:

       

      (A) to
        the
        Class 3-B1 Certificates, the Accrued Certificate Interest thereon for such
        Distribution Date, as reduced by such Class’s allocable share of any Net
        Prepayment Interest Shortfalls for such Distribution Date;

       

      (B) to
        the
        Class 3-B1 Certificates, any Interest Shortfall for such Class on such
        Distribution Date;

       

      (C) to
        the
        Class 3-B1 Certificates, in reduction of the Class Principal Amount thereof,
        such Class’s Subordinate Class Percentage of each Subordinate Principal
        Distribution Amount for such Distribution Date, except as provided in Section
        5.02(i), until the Class Principal Amount thereof has been reduced to
        zero;

       


      
        
          
          

        

        
          102

          
            

          

        

        
          
          

        

      


      (D) to
        the
        Class 3-B2 Certificates, the Accrued Certificate Interest thereon for such
        Distribution Date, as reduced by such Class’s allocable share of any Net
        Prepayment Interest Shortfalls for such Distribution Date;

       

      (E) to
        the
        Class 3-B2 Certificates, any Interest Shortfall for such Class on such
        Distribution Date;

       

      (F) to
        the
        Class 3-B2 Certificates, in reduction of the Class Principal Amount thereof,
        such Class’s Subordinate Class Percentage of each Subordinate Principal
        Distribution Amount for such Distribution Date, except as provided in Section
        5.02(i), until the Class Principal Amount thereof has been reduced to
        zero;

       

      (G) to
        the
        Class 3-B3 Certificates, the Accrued Certificate Interest thereon for such
        Distribution Date, as reduced by such Class’s allocable share of any Net
        Prepayment Interest Shortfalls for such Distribution Date;

       

      (H) to
        the
        Class 3-B3 Certificates, any Interest Shortfall for such Class on such
        Distribution Date;

       

      (I)  to
        the
        Class 3-B3 Certificates, in reduction of the Class Principal Amount thereof,
        such Class’s Subordinate Class Percentage of each Subordinate Principal
        Distribution Amount for such Distribution Date, except as provided in Section
        5.02(i), until the Class Principal Amount thereof has been reduced to
        zero;

       

      (J) to
        the
        Class 3-B4 Certificates, the Accrued Certificate Interest thereon for such
        Distribution Date, as reduced by such Class’s allocable share of any Net
        Prepayment Interest Shortfalls for such Distribution Date;

       

      (K) to
        the
        Class 3-B4 Certificates, any Interest Shortfall for such Class on such
        Distribution Date;

       

      (L) to
        the
        Class 3-B4 Certificates, in reduction of the Class Principal Amount thereof,
        such Class’s Subordinate Class Percentage of each Subordinate Principal
        Distribution Amount for such Distribution Date, except as provided in Section
        5.02(i), until the Class Principal Amount thereof has been reduced to
        zero;

       

      (M) to
        the
        Class 3-B5 Certificates, the Accrued Certificate Interest thereon for such
        Distribution Date, as reduced by such Class’s allocable share of any Net
        Prepayment Interest Shortfalls for such Distribution Date;

       


      
        
          
          

        

        
          103

          
            

          

        

        
          
          

        

      


      (N) to
        the
        Class 3-B5 Certificates, any Interest Shortfall for such Class on such
        Distribution Date;

       

      (O) to
        the
        Class 3-B5 Certificates, in reduction of the Class Principal Amount thereof,
        such Class’s Subordinate Class Percentage of each Subordinate Principal
        Distribution Amount for such Distribution Date, except as provided in Section
        5.02(i), until the Class Principal Amount thereof has been reduced to
        zero;

       

      (P) to
        the
        Class 3-B6 Certificates, the Accrued Certificate Interest thereon for such
        Distribution Date, as reduced by such Class’s allocable share of any Net
        Prepayment Interest Shortfalls for such Distribution Date; 

       

      (Q) to
        the
        Class 3-B6 Certificates, any Interest Shortfall for such Class on such
        Distribution Date; and

       

      (R) to
        the
        Class 3-B6 Certificates, in reduction of the Class Principal Amount thereof,
        such Class’s Subordinate Class Percentage of each Subordinate Principal
        Distribution Amount for such Distribution Date, except as provided in Section
        5.02(i), until the Class Principal Amount thereof has been reduced to
        zero.

       

      (e) Any
        Monthly Excess Cashflow will, on each Distribution Date, be distributed in
        the
        following order of priority:

       

      (i) To
        the
        extent unpaid pursuant to 5.02(b) above:

       

      (a) to
        the
        Group I Senior Certificates, on a pro
        rata
        basis,
        Current Interest and Carryforward Interest for such classes for such
        Distribution Date, and to the extent unpaid from the Supplemental Interest
        Trust, pro rata in proportion to such remaining amounts;

       

      (b) sequentially,
        to the
        Group I Subordinate Certificates, Current Interest and Carryforward Interest
        for
        such classes for such Distribution Date, and to the extent unpaid from the
        Supplemental Interest Trust;

       

      (ii) To
        the
        extent unpaid from the Supplemental Interest Trust, for each Distribution
        Date
        occurring (a) before the Stepdown Date or (b) on or after the Stepdown Date
        but
        for which a Trigger Event is in effect, then until the aggregate Certificate
        Principal Amount of the Group I Certificates equals the Target Amount for
        such
        Distribution Date, in the following order of priority:

       

      (A) pro
        rata,
        based
        upon the Senior Proportionate Percentage, after giving effect to principal
        distributions on such Distribution Date, to the Group I Senior Certificates,
        in
        accordance with Section 5.02(c)(i) or (ii), in reduction of their respective
        Class Principal Amounts, until the Class Principal Amount of each such Class
        has
        been reduced to zero; and

       


      
        
          
          

        

        
          104

          
            

          

        

        
          
          

        

      


      (B) after
        giving effect to principal distributions on such Distribution Date, to the
        Group
        I Subordinate Certificates, in accordance with the Group I Subordinate Priority,
        until the Class Principal Amount of each such Class has been reduced to
        zero;

       

      (iii) to
        the
        extent unpaid from the Supplemental Interest Trust, for each Distribution
        Date
        occurring on or after the Stepdown Date and for which a Trigger Event is
        not in
        effect, in the following order of priority:

       

      (A) pro
        rata,
        based
        upon the Senior Proportionate Percentage, after giving effect to principal
        distributions on such Distribution Date, to the Group I Senior Certificates,
        in
        accordance with Section 5.02(c)(i) or (ii), in reduction of their respective
        Class Principal Amounts, until the aggregate Class Principal Amount of such
        Group I Senior Certificates, after giving effect to distributions on such
        Distribution Date, equals the Senior Target Amount;

       

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

       

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

       

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

       

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

       

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

       

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

       


      
        
          
          

        

        
          105

          
            

          

        

        
          
          

        

      


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

       

      (H)
        to
        the Class M-8 Certificates, in reduction of their Class Principal Amount,
        until
        the aggregate Class Principal Amount of the Group I Senior Certificates and
        the
        Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7
        and
        Class M-8 Certificates, after giving effect to distributions on such
        Distribution Date, equals the M-8 Target Amount; 

       

      (iv) to
        the
        Basis Risk Reserve Fund, the amount of any Basis Risk Payment with respect
        to
        Group I Certificates and then from the Basis Risk Reserve Fund, in the following
        order of priority:

       

      (A) to
        the
        Group I Senior Certificates, any Basis Risk Shortfalls and Unpaid Basis Risk
        Shortfalls to the extent not paid pursuant to Sections 5.02(f)(vi) for each
        such
        class and such Distribution Date, pro
        rata
        in
        proportion to such shortfalls; 

       

      (B) to
        the
        Group I Subordinate Certificates, in accordance with the Group I Subordinate
        Priority, any applicable Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls
        to the extent not paid pursuant to Sections 5.02(f)(vi); and;

       

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

       

      (v) pro
        rata
        in proportion to their respective Deferred Amounts (and any interest accrued
        on
        such Deferred Amounts at the related Certificate Interest Rate), to the Group
        I
        Senior Certificates, any applicable Deferred Amount and any interest accrued
        on
        such Deferred Amounts for each such Class and such Distribution Date; to
        the
        extent unpaid pursuant to Section 5.02(f)(vii);

       

      (vi)
        to
        the Group I Subordinate Certificates, in accordance with the Group I Subordinate
        Priority, any Deferred Amount for each such Class and such Distribution Date,
        to
        the extent unpaid pursuant to Section 5.02(f)(viii);

       

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

       

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

       

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

       


      
        
          
          

        

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

       

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

       

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

       

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

       

      (iv) to
        the
        Class M-1, Class M-2 and Class M-3 Certificates, in accordance with the Group
        I
        Subordinate Priority, Current Interest and any Carryforward Interest for
        each
        such Class and such Distribution Date to the extent unpaid pursuant to Section
        5.02(b)(ii);

       

      (v) to
        the
        Group I Senior Certificates and Class M-1, Class M-2 and Class M-3 Certificates,
        any amount necessary to create and maintain the Targeted Overcollateralization
        Amount specified in Sections 5.02(e)(ii) and 5.02(e)(iii) above, as applicable,
        for such Distribution Date, for application pursuant to the priorities set
        forth
        in such sections, after giving effect to distributions pursuant to such
        sections; provided however, that the sum of all amounts distributed pursuant
        to
        this Section 5.02(f)(v) and Sections 5.02(f)(vii) and 5.02(f)(viii) shall
        not
        exceed the aggregate amount of cumulative Realized Losses on the Pool 1 Mortgage
        Loans and Pool 2 Mortgage Loans incurred from the Cut-off Date through the
        last
        day of the related Collection Period;

       

      (vi) concurrently
        to the Group I Senior Certificates, pro rata, based on the amount of any
        remaining Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, and then
        to
        the Class M-1, Class M-2 and Class M-3 Certificates, in accordance with the
        Group I Subordinate Priority, any remaining Basis Risk Shortfalls and Unpaid
        Basis Risk Shortfalls;

       

      (vii) concurrently
        to the Group I Senior Certificates, any Deferred Amount (and any interest
        accrued on such Deferred Amounts at the related Certificate Interest Rate)
        for
        each such Class and such Distribution Date, for application pursuant to the
        priority set forth in Section 5.02(e)(v) above; provided however, that the
        sum
        of all amounts distributed pursuant to this Section 5.02(f)(vii) and Sections
        5.02(f)(v) and 5.02(f)(viii) shall not exceed the aggregate amount of cumulative
        Realized Losses on the Pool 1 Mortgage Loans and Pool 2 Mortgage Loans incurred
        from the Cut-off Date through the last day of the related Collection
        Period;

       


      
        
          
          

        

        
          107

          
            

          

        

        
          
          

        

      


      (viii) to
        the
        Class M-1, Class M-2 and Class M-3 Certificates, any Deferred Amount for
        each
        such Class and such Distribution Date, for application pursuant to the priority
        set forth in Section 5.02(e)(vi) above; provided however, that the sum of
        all
        amounts distributed pursuant to this Section 5.02(f)(viii) and Sections
        5.02(f)(v) and 5.02(f)(vii) shall not exceed the aggregate amount of cumulative
        Realized Losses on the Pool 1 Mortgage Loans and Pool 2 Mortgage Loans incurred
        from the Cut-off Date through the last day of the related Collection
        Period;

       

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

       

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

       

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

       

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

       

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

       

      (h) Net
        Prepayment Interest Shortfalls for Pool 3 shall be allocated among the Group
        II
        Certificates proportionately based on the Accrued Certificate Interest otherwise
        distributable thereon.

       

      (i) (i)
        if on
        any Distribution Date the Credit Support Percentage for the Class 3-B1
        Certificates is less than the Original Credit Support Percentage for such
        Class,
        then, notwithstanding anything to the contrary in Section 5.02(d), no
        distribution of amounts described in clauses (ii) and (iii) of the definition
        of
        Subordinate Principal Distribution Amount will be made in respect of the
        Class
        3-B2, Class 3-B3, Class 3-B4, Class 3-B5 or Class 3-B6 Certificates on such
        Distribution Date; (ii) if on any Distribution Date the Credit Support
        Percentage for the Class 3-B2 Certificates is less than the Original Credit
        Support Percentage for such Class, then, notwithstanding anything to the
        contrary in Section 5.02(d), no distribution of amounts described in clauses
        (ii) and (iii) of the definition of Subordinate Principal Distribution Amount
        will be made in respect of the Class 3-B3, Class 3-B4, Class 3-B5 or Class
        3-B6
        Certificates on such Distribution Date; (iii) if on any Distribution Date
        the
        Credit Support Percentage for the Class 3-B3 Certificates is less than the
        Original Credit Support Percentage for such Class, then, notwithstanding
        anything to the contrary in Section 5.02(d), no distribution of amounts
        described in clauses (ii) and (iii) of the definition of Subordinate Principal
        Distribution Amount will be made in respect of the Class 3-B4, Class 3-B5
        or
        Class 3-B6 Certificates on such Distribution Date; (iv) if on any Distribution
        Date the Credit Support Percentage for the Class 3-B4 Certificates is less
        than
        the Original Credit Support Percentage for such Class, then, notwithstanding
        anything to the contrary in Section 5.02(d), no distribution of amounts
        described in clauses (ii) and (iii) of the definition of Subordinate Principal
        Distribution Amount will be made in respect of the Class 3-B5 or Class 3-B6
        Certificates on such Distribution Date; and (v) if on any Distribution Date
        the
        Credit Support Percentage for the Class 3-B5 Certificates is less than the
        Original Credit Support Percentage for such Class, then, notwithstanding
        anything to the contrary in Section 5.02(d), no distribution of amounts
        described in clauses (ii) and (iii) of the definition of Subordinate Principal
        Distribution Amount will be made in respect of the Class 3-B6 Certificates
        on
        such Distribution Date.

       


      
        
          
          

        

        
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      (j) On
        each
        Distribution Date, the Trustee (or Paying Agent, as applicable) shall distribute
        to the Holders of the Class 1-AP Certificates, any Prepayment Penalty Amounts
        paid by borrowers upon voluntary full or partial prepayment of the Mortgage
        Loans in Pool 1 that are deposited in the Collection Account pursuant to
        the
        underlying servicing agreements. On each Distribution Date, the Paying Agent
        shall distribute to the Holders of the Class 2-AP Certificates, any Prepayment
        Penalty Amounts paid by borrowers upon voluntary full or partial prepayment
        of
        the Mortgage Loans in Pool 2 that are deposited in the Collection Account
        pursuant to the underlying servicing agreements. On each Distribution Date,
        the
        Paying Agent shall distribute to the Holders of the Class 3-AP Certificates,
        any
        Prepayment Penalty Amounts paid by borrowers upon voluntary full or partial
        prepayment of the Mortgage Loans in Pool 3 that are deposited in the Collection
        Account pursuant to the underlying servicing agreements.

       

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

       

      (l) 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 and Pool 2 collected
        during the preceding Prepayment Period shall be distributed to the 1-X Component
        of the Class X Certificates.

       

      (m) On
        each
        Distribution Date, an amount equal to the aggregate of the FPD Premiums and
        the
        EPD Premiums with respect to Pool 3 Mortgage Loans collected during the
        preceding Prepayment Period shall be distributed to the Depositor or such
        other
        entity as the Depositor designates.

       


      
        
          
          

        

        
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      Section
        5.03. Allocation
        of Realized Losses.
        

       

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

       

      first,
        to the
        Class M-8 Certificates, until the Class Principal Amount thereof has been
        reduced to zero;

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      ninth,
        to
        the
        Classes of Group I Senior Certificates, concurrently, on the basis of losses
        on
        the related Mortgage Pool, (a) in reduction of the Class Principal Amounts
        the
        Pool 1 Senior Certificates pro
        rata
        to the
        Class 1-A1 Certificates and the Class 1-A2 Certificates, in each case until
        the
        Class Principal Amount of each such class has been reduced to zero and (b)
        in
        reduction of the Class Principal Amounts of the Pool 2 Senior Certificates
        pro
        rata,
        to the
        Class 2-A1 Certificates, Class 2-A2 Certificates and Class 2-A3, in each
        case
        until the Class Principal Amount of each such class has been reduced to zero;
        provided,
        however,
        that
        losses that would otherwise reduce the Class Principal Amount of the Class
        1-A1
        Certificates will first reduce the Class Principal Amount of the Class 1-A2
        Certificates until the Class Principal Amount of the Class 1-A2 Certificates
        has
        been reduced to zero, that losses that would otherwise reduce the Class
        Principal Amount of the Class 2-A1 and Class 2-A2 Certificates will first
        reduce
        the Class Principal Amount of the Class 2-A3 Certificates until the Class
        Principal Amount of the Class 2-A3 Certificates has been reduced to zero,
        and
        that losses that would otherwise reduce the Class Principal Amount of the
        Class
        2-A1 Certificates will first reduce the Class Principal Amount of the Class
        2-A2
        Certificates until the Class Principal Amount of the Class 2-A2 Certificates
        has
        been reduced to zero.

       


      
        
          
          

        

        
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      (ii) On
        any
        Distribution Date, the principal portion of each Realized Loss (other than
        any
        Excess Loss) in respect of Pool 3 shall be allocated in the following order
        of
        priority:

       

      first,
        to the
        Class 3-B6 Certificates, until the Class Principal Amount thereof has been
        reduced to zero;

       

      second,
        to the
        Class 3-B5 Certificates, until the Class Principal Amount thereof has been
        reduced to zero;

       

      third,
        to the
        Class 3-B4 Certificates, until the Class Principal Amount thereof has been
        reduced to zero;

       

      fourth,
        to the
        Class 3-B3 Certificates, until the Class Principal Amount thereof has been
        reduced to zero;

       

      fifth,
        to the
        Class 3-B2 Certificates, until the Class Principal Amount thereof has been
        reduced to zero;

       

      sixth,
        to the
        Class 3-B1 Certificates, until the Class Principal Amount thereof has been
        reduced to zero; and

       

      seventh,
        to the
        Classes of Group II Senior Certificates of the related Certificate Group,
        pro
        rata, in accordance with their Class Principal Amount; provided, however,
        any
        Realized Losses otherwise allocable to the Class 3-A1 Certificates pursuant
        to
        this Section 5.03 shall be allocated to the Class 3-A2 Certificates until
        the
        Class Principal Amount of such Class has been reduced to zero.

       

      Notwithstanding
        the foregoing, the first $0.46 of principal portion of Realized Losses in
        Pool 3
        shall not be allocated to any Class of Certificates.

       

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

       

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

       


      
        
          
          

        

        
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      (d) Applied
        Loss Amounts or Realized Losses allocated in accordance with this Section
        5.03
        shall be allocated on the Distribution Date in the month following the month
        in
        which such loss was incurred and, in the case of the principal portion thereof,
        after giving effect to distributions made on such Distribution
        Date.

       

      (e) On
        each
        Distribution Date, amounts described in clauses (x) and (y) of the definition
        of
        Subordinate Certificate Writedown Amount for such date shall effect
        corresponding reductions in the Class Principal Amount of the lowest ranking
        Class of outstanding Group II Subordinate Certificates, which reductions
        shall
        occur on such Distribution Date after giving effect to distributions made
        on
        such Distribution Date.

       

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

       

      (a) Advances
        shall be made in respect of each Deposit Date as provided herein. If, on
        any
        Determination Date, the Master Servicer determines that any Scheduled Payments
        due during the related Due Period (other than Balloon Payments) have not
        been
        received, the Master Servicer shall, or shall cause the applicable Servicer
        to,
        advance such amount on the Deposit Date immediately following such Determination
        Date, less an amount, if any, to be set forth in an Officer’s Certificate to be
        delivered to the Trustee on such Determination Date, which if advanced the
        Master Servicer or such Servicer has determined would not be recoverable
        from
        amounts received with respect to such Mortgage Loan, including late payments,
        Liquidation Proceeds, Insurance Proceeds or otherwise. The Trustee shall
        be able
        to rely conclusively on any non-recoverability determination made by the
        Master
        Servicer. If the Master Servicer determines that an Advance is required,
        it
        shall on the Deposit Date immediately following such Determination Date either
        (i) remit to the Trustee from its own funds (or funds advanced by the applicable
        Servicer) for deposit in the Certificate Account immediately available funds
        in
        an amount equal to such Advance, (ii) cause to be made an appropriate entry
        in
        the records of the Collection Account that funds in such account being held
        for
        future distribution or withdrawal have been, as permitted by this Section
        5.04,
        used by the Master Servicer to make such Advance, and remit such immediately
        available funds to the Trustee for deposit in the Certificate Account or
        (iii)
        make Advances in the form of any combination of clauses (i) and (ii) aggregating
        the amount of such Advance. Any funds being held in the Collection Account
        for
        future distribution to Certificateholders and so used shall be replaced by
        the
        Master Servicer from its own funds by remittance to the Trustee for deposit
        in
        the Certificate Account on or before any future Deposit Date to the extent
        that
        funds in the Certificate Account on such Deposit Date shall be less than
        payments to Certificateholders required to be made on the related Distribution
        Date. The Trustee shall be entitled to conclusively rely upon any determination
        by the Master Servicer that an Advance, if made, would constitute a
        non-recoverable advance. The Master Servicer and each Servicer shall be entitled
        to be reimbursed from the Collection Account for all Advances made by it
        as
        provided in Section 4.02.

       

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

       


      
        
          
          

        

        
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      Section
        5.05. Compensating
        Interest Payments.

       

      The
        Master Servicer shall not be responsible for making any Compensating Interest
        Payments not made by the Servicers. Any Compensating Interest Payments on
        Pool 3
        Mortgage Loans made by the Servicers shall be a component of the Available
        Distribution Amount. Any Compensating Interest Payments on Pool 1 Mortgage
        Loans
        and Pool 2 Mortgage Loans made by the Servicers shall be a component of the
        related Interest Remittance Amount.

       

      Section
        5.06. Reserved.

       

      Section
        5.07. Basis
        Risk Reserve Funds.

       

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

       

      Section
        5.08. Supplemental
        Interest Trust.

       

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

       

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

       

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

       


      
        
          
          

        

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

       

      (e) (Reserved)

       

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

       

      Section
        5.09. Collateral
        Account.

       

      In
        the
        event that the Swap Counterparty is required to post collateral pursuant
        to a
        downgrade event under the Swap Agreement, the Trustee, on behalf of the Trust
        Fund, is hereby authorized to establish on the Closing Date, a Collateral
        Account for the deposit of such monies. Funds in the Collateral Account shall
        not be commingled with any other monies and shall not be invested. Funds
        in the
        Collateral Account will be administered pursuant to the Credit Support Annex
        of
        the Swap Agreement. The Collateral Account shall not be an asset of any REMIC.
        On the first Distribution Date immediately following any Swap Payment Date
        as to
        which a shortfall exists with respect to a Net Swap Payment or a Swap
        Termination Payment owed by the Swap Counterparty as a result of its failure
        to
        make payments pursuant to the Swap Agreement, amounts necessary to cover
        such
        shortfall shall be removed from the Collateral Account and distributed as
        all or
        a portion of such Net Swap Payment or Swap Termination Payment pursuant to
        Section 5.02.

      


      Section
        5.10. Rights
        of Swap Counterparty.
        

       

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

       


      
        
          
          

        

        
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      Section
        5.11. Termination
        Receipts.
        

       

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

       

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

       

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

       

      Section
        5.12. 1-X
        Component Account.

       

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

       


      
        
          
          

        

        
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      (b) Funds
        in
        the 1-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 written direction of the holders of the Class
        C
        Certificates 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 1-X Component Account that are not invested shall be held in cash.
        In the
        absence of such written direction, all funds in the 1-X Component Account
        shall
        remain uninvested. Any investment earnings on such amounts shall be payable
        to
        the Class C Certificates. The Trustee shall account for the 1-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 C Certificates shall evidence ownership of the 1-X Component Account
        for federal tax purposes and the Holders thereof shall direct the Trustee
        in
        writing as to the investment of amounts therein. Upon termination of the
        1-X
        Component Account, any amounts remaining in the 1-X Component Account shall
        be
        distributed to the holders of the Class C Certificates in the same manner
        as if
        distributed pursuant to section 5.02(g)(i) hereof. The Trustee shall have
        no
        liability for losses on investments in Eligible Investments made pursuant
        to
        this Section 5.12(b) (other than as obligor on any such investments).


       

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

       

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

       

      Section
        5.13. The
        Class P Reserve Fund.

       

      (a) The
        Trustee shall establish and maintain four segregated trust accounts that
        are
        Eligible Account, which shall be titled “Class 1-AP Reserve Fund, Wells Fargo
        Bank, N.A., as trustee, in trust for the registered holders of Structured
        Adjustable Rate Mortgage Loan Trust, Mortgage Pass-Through Certificates,
        Series
        2007-6” (the “Class 1-AP Reserve Fund”), “Class 2-AP Reserve Fund, Wells Fargo
        Bank, N.A., as trustee, in trust for the registered holders of Structured
        Adjustable Rate Mortgage Loan Trust, Mortgage Pass-Through Certificates,
        Series
        2007-6” (the “Class 2-AP Reserve Fund”), and “Class 3-AP Reserve Fund, Wells
        Fargo Bank, N.A., as trustee, in trust for the registered holders of Structured
        Adjustable Rate Mortgage Loan Trust, Mortgage Pass-Through Certificates,
        Series
        2007-6” (the “Class 3-AP Reserve Fund”). The Trustee shall credit each of the
        Class 1-AP Reserve Fund, the Class 2-AP Reserve Fund and the Class 3-AP Reserve
        Fund with $100 remitted for such purpose 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 5.13(c).

       


      
        
          
          

        

        
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      (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.

       

      (c) 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 and
        $100
        from the Class 2-AP Reserve Fund to the Holders of the Class 2-AP Certificates
        and on the Distribution Date in September 2010, the Trustee shall distribute
        $100 from the Class 3-AP Reserve Fund to the Holders of the Class 3-AP
        Certificates.

       

      ARTICLE
        VI


       

      CONCERNING
        THE TRUSTEE; EVENTS OF DEFAULT

       

      Section
        6.01. Duties
        of Trustee.

       

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

       

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

       


      
        
          
          

        

        
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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 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) With
        respect to amounts that would be treated as “unanticipated expenses” within the
        meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii) if paid or reimbursed
        by the REMICs hereunder, no provision of this Agreement shall require the
        Trustee to expend or risk its own funds or otherwise incur any financial
        liability in the performance of any of its duties hereunder, or in the exercise
        of any of its rights or powers, if it shall have reasonable grounds for
        believing that repayment of such funds or adequate indemnity against such
        risk
        or liability is not reasonably assured to it, and none of the provisions
        contained in this Agreement shall in any event require the Trustee to perform,
        or be responsible for the manner of performance of, any of the obligations
        of
        the Master Servicer under this Agreement except, with respect to the Trustee,
        during such time, if any, as the Trustee shall be the successor to, and be
        vested with the rights, duties, powers and privileges of, the Master Servicer
        in
        accordance with the terms of this Agreement.

       

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

       

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

       


      
        
          
          

        

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

       

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

       

      (g) The
        Trustee shall not be held liable by reason of any insufficiency in any account
        (including without limitation the Collection Account and Certificate Account)
        held by or on behalf of the Trustee resulting from any investment loss on
        any
        Eligible Investment included therein (except to the extent that the Trustee
        is
        the obligor and has defaulted thereon).

       

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

       

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

       

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

       


      
        
          
          

        

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

       

      (l) For
        so
        long as the Depositor is subject to Exchange Act reporting requirements for
        the
        Structured Adjustable Rate Mortgage Loan Trust Mortgage Pass-Through
        Certificates, Series 2007-6, the Trustee
        shall give prior written notice to the Sponsor, the Master Servicer and the
        Depositor of the appointment of any Subcontractor by it and a written
        description (in form and substance satisfactory to the Sponsor and the
        Depositor) of the role and function of each Subcontractor utilized by the
        Trustee, specifying (A) the identity of each such Subcontractor and (B) which
        elements of the servicing criteria set forth under Item 1122(d) of Regulation
        AB
        will be addressed in assessments of compliance provided by each such
        Subcontractor.

       

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

       

      Section
        6.02. Certain
        Matters Affecting the Trustee.

       

      Except
        as
        otherwise provided in Section 6.01:

       

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

       

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

       

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

       

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

       


      
        
          
          

        

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

       

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

       

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

       

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

       

      Section
        6.03. Trustee
        Not Liable for Certificates.

       

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

       


      
        
          
          

        

        
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      Section
        6.04. Trustee
        May Own Certificates.

       

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

       

      Section
        6.05. Eligibility
        Requirements for Trustee.

       

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

       

      Section
        6.06. Resignation
        and Removal of Trustee.

       

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

       

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

       


      
        
          
          

        

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

       

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

       

      Section
        6.07. Successor
        Trustee.

       

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

       

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

       


      
        
          
          

        

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

       

      Section
        6.08. Merger
        or Consolidation of Trustee.
        

       

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

       

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

       

      (a) Notwithstanding
        any other provisions hereof, at any time, the Trustee, the Depositor or the
        Certificateholders evidencing more than 50% of the Class Principal Amount
        of
        each Class of Certificates shall each have the power from time to time to
        appoint one or more Persons approved by the Trustee and any NIMS Insurer
        to act
        either as co-trustees jointly with the Trustee, or as separate trustees,
        or as
        custodians, for the purpose of holding title to, foreclosing or otherwise
        taking
        action with respect to any Mortgage Loan outside the state where the Trustee
        has
        its principal place of business where such separate trustee or co-trustee
        is
        necessary or advisable (or the Trustee has been advised by the Master Servicer
        that such separate trustee or co-trustee is necessary or advisable) under
        the
        laws of any state in which a property securing a Mortgage Loan is located
        or for
        the purpose of otherwise conforming to any legal requirement, restriction
        or
        condition in any state in which a property securing a Mortgage Loan is located
        or in any state in which any portion of the Trust Fund is located. The separate
        trustees, co-trustees, or custodians so appointed shall be trustees or
        custodians for the benefit of all the Certificateholders and shall have such
        powers, rights and remedies as shall be specified in the instrument of
        appointment; provided, however, that no such appointment shall, or shall
        be
        deemed to, constitute the appointee an agent of the Trustee. The obligation
        of
        the Trustee to make Advances pursuant to Section 5.04 and 6.14 hereof shall
        not
        be affected or assigned by the appointment of a co-trustee, provided, however,
        that prior to the appointment hereunder of any such co-trustee, separate
        trustee, or custodian pursuant to this Section 6.09, such Person shall enter
        into an agreement, in form and substance satisfactory to the Depositor, the
        Master Servicer and the Trustee, relating to the satisfaction of such Person
        of
        its reporting obligations under Regulation AB with respect to the Trust Fund.
        The Trustee shall not be responsible for any action or omission of any separate
        trustee, co-trustee or custodian. Notwithstanding the foregoing, if such
        co-custodian or co-trustee is determined to be a Servicing Function Participant,
        no such co-custodian or co-trustee shall be vested with any powers, rights
        and
        remedies under this Agreement unless such party has agreed to comply with
        all
        Regulation AB requirements set forth under this Agreement or each Custodial
        Agreement, as applicable.

       


      
        
          
          

        

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

       

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

       

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

       

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

       

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

       

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

       

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

       


      
        
          
          

        

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

       

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

       

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

       

      (h) Notwithstanding
        the foregoing, for so long as reports are required to be filed with the
        Commission under the Exchange Act with respect to the Trust, the Trustee
        shall
        not utilize any Subcontractor for the performance of its duties hereunder
        if
        such Subcontractor would be “participating in the servicing function” within the
        meaning of Item 1122 of Regulation AB without (a) giving notice to the Seller,
        the Master Servicer and the Depositor and (b) requiring any such Subcontractor
        to provide to the Trustee an assessment report as provided in Section 9.25(a)
        and an attestation report as provided in Section 9.25(b), which reports the
        Trustee shall include in its assessment and attestation reports, and to the
        extent such subcontractor is acting in a trust capacity, the information
        (as
        though such subcontractor was the Trustee) pursuant to Section 6.01(m) and
        6.20(e)(iv) for delivery by the Trustee thereunder. The Trustee shall indemnify
        the Depositor, the Master Servicer and any director, officer, employee or
        agent
        of each of the Depositor and the Master Servicer, and hold them harmless
        against
        any and all claims, losses, damages, penalties, fines, forfeitures, reasonable
        and necessary legal fees and related costs, judgments, and any other costs,
        fees
        and expenses that any of them may sustain arising out of or based on the
        failure
        by the Trustee (i) to give notice of the engagement of any Subcontractor
        or (ii)
        to require any Subcontractor to provide the Trustee or fail to provide to
        the
        Master Servicer and the Depositor the information, when and as required,
        pursuant to this Section 6.09(h). 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. The Trustee
        hereby appoints the Trustee to act as the initial Authenticating Agent, and
        the
        Trustee hereby accepts such appointment. Notwithstanding anything to the
        contrary provided herein, wherever reference is made in this Agreement to
        the
        authentication of Certificates by the Trustee or the Trustee’s certificate of
        authentication, such reference shall be deemed to include authentication
        on
        behalf of the Trustee by an Authenticating Agent and a certificate of
        authentication executed on behalf of the Trustee by an Authenticating Agent.
        Each Authenticating Agent must be a corporation organized and doing business
        under the laws of the United States of America or of any state, having a
        combined capital and surplus of at least $15,000,000, authorized under such
        laws
        to do a trust business and subject to supervision or examination by federal
        or
        state authorities and acceptable to any NIMS Insurer, such consent shall
        not be
        unreasonably withheld.

       


      
        
          
          

        

        
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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, provided that such action
        was
        undertaken without negligence or willful misconduct. Any Authenticating Agent
        shall be entitled to reasonable compensation for its services and, if paid
        by
        the Trustee, it shall be a reimbursable expense pursuant to Section
        6.12.

       

      Section
        6.11. Indemnification
        of Trustee.

       

      The
        Trustee and its respective directors, officers, employees and agents shall
        be
        entitled to indemnification from the Trust Fund for any loss, liability or
        expense incurred in connection with any legal proceeding or incurred without
        negligence or willful misconduct on their part, (it being understood that
        the
        negligence or willful misconduct of any Custodian shall not constitute
        negligence or willful misconduct on the part of the Trustee or its directors,
        officers, employees or agents for such purpose), arising out of, or in
        connection with, the acceptance or administration of the trusts created
        hereunder or in connection with the performance of their duties hereunder
        or
        under the Certificates, the Mortgage Loan Sale Agreement, the Swap Agreement,
        any Custodial Agreement or any Servicing Agreement, including any applicable
        fees and expenses payable pursuant to Section 6.12 and the costs and expenses
        of
        defending themselves against any claim in connection with the exercise or
        performance of any of their powers or duties hereunder, provided
        that:

       

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

       


      
        
          
          

        

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

       

      (c) notwithstanding
        anything to the contrary in this Section 6.11, the Trust Fund shall not be
        liable for settlement of any such claim by the Trustee entered into without
        the
        prior consent of the Depositor, which consent shall not be unreasonably
        withheld; and

       

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

       

      The
        provisions of this Section 6.11 shall survive any termination of this Agreement
        and the resignation or removal of the Trustee and shall be construed to include,
        but not be limited to any loss, liability or expense under any environmental
        law.

       

      Section
        6.12. Fees
        and Expenses of Trustee and Custodian.

       

      The
        Trustee shall be entitled to (a) receive, and is authorized to pay itself,
        the
        amount of income or gain earned from investment of funds in the Certificate
        Account and (b) reimbursement of all reasonable expenses, disbursements and
        advances incurred or made by the Trustee in accordance with this Agreement
        (including fees and expenses of its counsel and all persons not regularly
        in its
        employment and any amounts described in Section 10.01 to which the Trustee
        is
        entitled as provided therein), except any such expenses, disbursements and
        advances that either (i) arise from its negligence, bad faith or willful
        misconduct or (ii) do not constitute “unanticipated expenses” within the meaning
        of Treasury Regulations Section 1.860G-1(b)(3)(ii). Each Custodian shall
        receive
        compensation and reimbursement or payment of its expenses under the Custodial
        Agreement as provided therein; provided that, to the extent required under
        Section 6, Section 7 or Section 20 of the Custodial Agreement, the Trustee
        is
        hereby authorized to pay such compensation or reimbursement from amounts
        on
        deposit in the Certificate Account prior to any distributions to
        Certificateholders pursuant to Section 5.02 hereof.

       

      Section
        6.13. Collection
        of Monies.

       

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

       

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

       

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

       

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

       


      
        
          
          

        

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

       

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

       

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

       

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

       

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

       

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

       

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

       


      
        
          
          

        

        
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      (ix) If
        a
        representation or warranty set forth in Section 9.14 hereof shall prove to
        be
        incorrect as of the time made in any respect that materially and adversely
        affects the interests of the Certificateholders, and the circumstance or
        condition in respect of which such representation or warranty was incorrect
        shall not have been eliminated or cured within 60 days after the date on
        which
        written notice of such incorrect representation or warranty shall have been
        given to the Master Servicer by the Trustee or to the Master Servicer and
        the
        Trustee by the Holders of not less than 25% of the Aggregate Certificate
        Principal Amount of each Class of Certificates or by any NIMS Insurer;
        or

       

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

       

      (xi) The
        Master Servicer has notice or actual knowledge that any Servicer at any time
        is
        not either an FNMA- or FHLMC-approved Seller/Servicer, and the Master Servicer
        has not terminated the rights and obligations of such Servicer under the
        applicable Servicing Agreement and replaced such Servicer with an FNMA- or
        FHLMC-approved servicer within 60 days of the date the Master Servicer receives
        such notice or actual knowledge; or

       

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

       

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

       


      
        
          
          

        

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

       

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

       

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

       


      
        
          
          

        

        
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      (b) On
        and
        after the time the Master Servicer (and the Trustee, if notice is sent by
        any
        NIMS Insurer) receives a notice of termination from the Trustee pursuant
        to
        Section 6.14(a) or the Trustee receives the resignation of the Master Servicer
        evidenced by an Opinion of Counsel pursuant to Section 9.28 and within 90
        days
        of such notice, the Trustee, unless another master servicer acceptable to
        the
        NIMS Insurer, such consent shall not be unreasonably withheld, shall have
        been
        appointed, shall be the successor in all respects to the Master Servicer
        in its
        capacity as such under this Agreement and the transactions set forth or provided
        for herein and shall have all the rights and powers and be subject to all
        the
        responsibilities, duties and liabilities relating thereto and arising thereafter
        placed on the Master Servicer hereunder, including the obligation to make
        Advances; provided, however, that any failure to perform such duties or
        responsibilities caused by the Master Servicer’s failure to provide information
        required by this Agreement shall not be considered a default by the Trustee
        hereunder. In addition, the Trustee shall have no responsibility for any
        act or
        omission of the Master Servicer prior to the issuance of any notice of
        termination. The Trustee shall have no liability relating to the representations
        and warranties of the Master Servicer set forth in Section 9.14. In the
        Trustee’s capacity as such successor, the Trustee shall have the same
        limitations on liability herein granted to the Master Servicer. As compensation
        therefor, the Trustee shall be entitled to receive all compensation payable
        to
        the Master Servicer under this Agreement, including the Master Servicing
        Fee and
        the compensation described in Section 9.21. The Trustee shall be entitled
        to be
        reimbursed from the Master Servicer (or by the Trust Fund if the Master Servicer
        is unable to fulfill its obligations hereunder) for all costs associated
        with
        the transfer of master servicing from the predecessor master servicer,
        including, without limitation, any costs or expenses associated with the
        complete transfer of all master servicing data and the completion, correction
        or
        manipulation of such master servicing data as may be required by the Trustee
        to
        correct any errors or insufficiencies in the master servicing data or otherwise
        to enable the Trustee to master service the Mortgage Loans properly and
        effectively.

       

      (c) Notwithstanding
        the above, the Trustee may, if it shall be unwilling to continue to so act
        or if
        any NIMS Insurer so requests in writing to the Trustee, or shall, if it is
        unable to so act, request the Depositor to appoint, petition a court of
        competent jurisdiction to appoint, or appoint on its own behalf any established
        housing and home finance institution servicer, master servicer, servicing
        or
        mortgage servicing institution acceptable to the NIMS Insurer having a net
        worth
        of not less than $15,000,000 and meeting such other standards for a successor
        master servicer as are set forth in this Agreement, as the successor to such
        Master Servicer in the assumption of all of the responsibilities, duties
        or
        liabilities of a master servicer, like the Master Servicer. Any entity
        designated by the Trustee as a successor master servicer may be an Affiliate
        of
        the Trustee; provided, however, that, unless such Affiliate meets the net
        worth
        requirements and other standards set forth herein for a successor master
        servicer, the Trustee in its individual capacity shall agree, at the time
        of
        such designation, to be and remain liable to the Trust Fund for such Affiliate’s
        actions and omissions in performing its duties hereunder. In connection with
        such appointment and assumption, the Trustee may make such arrangements for
        the
        compensation of such successor out of payments on Mortgage Loans as it and
        such
        successor shall agree; provided, however, that no such compensation shall
        be in
        excess of that permitted to the Master Servicer hereunder. The Trustee and
        such
        successor shall take such actions, consistent with this Agreement, as shall
        be
        necessary to effectuate any such succession and may make other arrangements
        with
        respect to the servicing to be conducted hereunder which are not inconsistent
        herewith. The Master Servicer shall cooperate with the Trustee and any successor
        master servicer in effecting the termination of the Master Servicer’s
        responsibilities and rights hereunder including, without limitation, notifying
        Mortgagors of the assignment of the master servicing functions and providing
        the
        Trustee and successor master servicer, as applicable, all documents and records
        in electronic or other form reasonably requested by it to enable it to assume
        the Master Servicer’s functions hereunder and the transfer to the Trustee or
        such successor master servicer, as applicable, all amounts which shall at
        the
        time be or should have been deposited by the Master Servicer in the Collection
        Account and any other account or fund maintained with respect to the
        Certificates or thereafter be received with respect to the Mortgage Loans.
        Neither the Trustee, nor any other successor master servicer shall be deemed
        to
        be in default hereunder by reason of any failure to make, or any delay in
        making, any distribution hereunder or any portion thereof caused by (i) the
        failure of the Master Servicer to deliver, or any delay in delivering, cash,
        documents or records to it, (ii) the failure of the Master Servicer to cooperate
        as required by this Agreement, (iii) the failure of the Master Servicer to
        deliver the Mortgage Loan data to the Trustee or such successor master servicer
        as required by this Agreement or (iv) restrictions imposed by any regulatory
        authority having jurisdiction over the Master Servicer.

       


      
        
          
          

        

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

       

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

       

      Section
        6.16. Waiver
        of Defaults.

       

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


      
        
          
          

        

        
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      Section
        6.17. Notification
        to Holders.


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

       

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

       

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

       

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

       

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

       

      Section
        6.20. Preparation
        of Tax Returns and Other Reports.

       

      (a) [Reserved].

       

      (b) [Reserved].

       


      
        
          
          

        

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

       

      (d) Reports
        Filed on Form 10-D.

       

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

       

      (ii) As
        set
        forth on Exhibit P-1 hereto, within five calendar days after the related
        Distribution Date, (A) certain parties to the Structured Adjustable Rate
        Mortgage Loan Trust 2007-6 transaction, as identified on Exhibit P-1, shall
        provide to the Trustee and the Depositor, to the extent known by a Responsible
        Officer thereof, in EDGAR-compatible form (which may be Word or Excel documents
        easily convertible to EDGAR format), or in such other form as otherwise agreed
        upon by the Trustee and such party, the form and substance of any Additional
        Form 10-D Disclosure, if applicable, and include with such Additional Form
        10-D
        Disclosure, an Additional Disclosure Notification in the form attached hereto
        as
        Exhibit P-4, and (B) the Depositor will approve, as to form and substance,
        or
        disapprove, as the case may be, the inclusion of the Additional Form 10-D
        Disclosure on Form 10-D. The Sponsor will be responsible for any reasonable
        fees
        and expenses assessed or incurred by the Trustee in connection with including
        any Additional Form 10-D Disclosure on Form 10-D pursuant to this
        paragraph.

       

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

       


      
        
          
          

        

        
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      (e) Reports
        Filed on Form 10-K.

       

      (i) Unless
        and until a Form 15 suspension notice shall have been filed, on or prior
        to 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. Each such Form 10-K shall include the following items, in each case
        to the
        extent they have been delivered to the Trustee within the applicable time
        frames
        set forth in this Agreement and in the related Servicing Agreements and
        Custodial Agreements, (A) an annual compliance statement for each Servicer,
        each
        Additional Servicer and the Master Servicer, as described under Section 9.26
        hereof and in each Servicing Agreement, (B)(I) the annual reports on assessment
        of compliance with servicing criteria for each Servicer, each Custodian,
        each
        Additional Servicer, the Master Servicer, each Subservicer, each Subcontractor,
        any Servicing Function Participant and the Trustee (each, a “Reporting
        Servicer”), as described under Section 9.25(a) hereof and in each Servicing
        Agreement and Custodial Agreement, and (II) if any Reporting Servicer’s report
        on assessment of compliance with servicing criteria described under Section
        9.25(a) hereof or in any Servicing Agreement or Custodial Agreement identifies
        any material instance of noncompliance, disclosure identifying such instance
        of
        noncompliance, or if any Reporting Servicer’s report on assessment of compliance
        with servicing criteria described under Section 9.25(a) hereof or in the
        any
        Servicing Agreement or Custodial Agreement is not included as an exhibit
        to such
        Form 10-K, disclosure that such report is not included and an explanation
        why
        such report is not included, (C)(I) the registered public accounting firm
        attestation report for each Reporting Servicer, as described under Section
        9.25(b) hereof and in each Servicing Agreement and Custodial Agreement and
        (II)
        if any registered public accounting firm attestation report described under
        Section 9.25(b) hereof or in any Servicing Agreement or Custodial Agreement
        identifies any material instance of noncompliance, disclosure identifying
        such
        instance of noncompliance, or if any such registered public accounting firm
        attestation report is not included as an exhibit to such Form 10-K, disclosure
        that such report is not included and an explanation why such report is not
        included, and (D) a Sarbanes-Oxley Certification. Any disclosure or information
        in addition to (A) through (D) above that is required to be included on Form
        10-K (“Additional Form 10-K Disclosure”) shall be determined and prepared by and
        at the direction of the Depositor pursuant to the following paragraph and
        the
        Trustee will have no duty or liability for any failure hereunder to determine
        or
        prepare any Additional Form 10-K Disclosure, except as set forth in the next
        paragraph. 

       


      
        
          
          

        

        
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      (ii) As
        set
        forth on Exhibit P-2 hereto, no later than March 15 of each year that the
        Trust
        Fund is subject to the Exchange Act reporting requirements, commencing in
        2008,
        (A) the parties to the Structured Adjustable Rate Mortgage Loan Trust 2007-6
        transaction (as identified on Exhibit P-2) shall provide to the Trustee and
        the
        Depositor, to the extent known by a Responsible Officer thereof, in
        EDGAR-compatible form (which may be Word or Excel documents easily convertible
        to EDGAR format), or in such other form as otherwise agreed upon by the Trustee
        and such party, the form and substance of any Additional Form 10-K Disclosure,
        if applicable and include with such Additional Form 10-K Disclosure, an
        Additional Disclosure Notification in the form attached hereto as Exhibit
        P-4,
        and (B) the Depositor will approve, as to form and substance, or disapprove,
        as
        the case may be, the inclusion of the Additional Form 10-K Disclosure on
        Form
        10-K. The Trustee has no duty under this Agreement to monitor or enforce
        the
        performance by the parties listed on Exhibit P-2 of their duties under this
        paragraph or proactively solicit or procure from such parties any Form 10-K
        Disclosure Information. The Sponsor will be responsible for any reasonable
        fees
        and expenses assessed or incurred by the Trustee in connection with including
        any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph.
        

       

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

       


      
        
          
          

        

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

       

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

       

      (f) Each
        of
        Form 10-D and Form 10-K requires the registrant to indicate (by checking
“yes”
or “no”) that it “(1) has filed all reports required to be filed by Section 13
        or 15(d) of the Exchange Act during the preceding 12 months (or for such
        shorter
        period that the registrant was required to file such reports), and (2) has
        been
        subject to such filing requirements for the past 90 days.” The Depositor shall
        notify the Trustee in writing, no later than the fifth calendar day after
        the
        related Distribution Date with respect to the filing of a report on Form
        10- D
        and no later than March 15th with respect to the filing of a report on Form
        10-K, whether the Trustee should indicate “[Yes ____] or [No____]” on Form 10-D
        or Form 10-K, as applicable; provided, that if the Trustee does not receive
        such
        written notification from the Depositor, then the Trustee shall be entitled
        to
        affirmatively conclude that the Depositor (1) has filed all reports required
        to
        be filed by Section 13 or 15(d) of the Exchange Act during the preceding
        12
        months (or for such shorter period if applicable), and (2) has been subject
        to
        such filing requirements for the past 90 days. The Trustee shall be entitled
        to
        rely on such written notification or an affirmative indication in the absence
        of
        such notification in timely preparing, executing and/or filing any such report
        in accordance with this Section 6.20(f).

       

      (g) Reports
        Filed on Form 8-K.

       

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

       


      
        
          
          

        

        
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      (ii) As
        set
        forth on Exhibit P-3 hereto, for so long as the Trust Fund is subject to
        the
        Exchange Act reporting requirements, no later than noon New York City time
        on
        the 2nd Business Day after the occurrence of a Reportable Event (A) the parties
        to the Structured Adjustable Rate Mortgage Loan Trust 2007-6 transaction
        (as
        identified on Exhibit P-3) shall provide to the Trustee and the Depositor,
        to
        the extent known by a Responsible Officer thereof, in EDGAR-compatible form
        (which may be Word or Excel documents easily convertible to EDGAR format),
        or in
        such other form as otherwise agreed upon by the Trustee and such party, the
        form
        and substance of any Form 8-K Disclosure Information, if applicable, and
        include
        with such Form 8-K Disclosure Information, an Additional Disclosure Notification
        in the form attached hereto as Exhibit P-4 and (B) the Depositor will approve,
        as to form and substance, or disapprove, as the case may be, the inclusion
        of
        the Form 8-K Disclosure Information. The Trustee has no duty under this
        Agreement to monitor or enforce the performance by the parties listed on
        Exhibit
        P-3 of their duties under this paragraph or proactively solicit or procure
        from
        such parties any Form 8-K Disclosure Information. The Sponsor will be
        responsible for any reasonable fees and expenses assessed or incurred by
        the
        Trustee in connection with including any Form 8-K Disclosure Information
        on Form
        8-K pursuant to this paragraph. 

       

      (iii) After
        preparing the Form 8-K, the Trustee shall forward electronically, no later
        than
        Noon New York city time on the 3rd Business Day after the Reportable Event,
        a
        draft copy of the Form 8-K to the Exchange Act Signing Party for review and
        approval. If the Master Servicer is the Exchange Act Signing Party, then
        the
        Form 8-K shall also be electronically distributed to the Depositor for review
        and approval. No later than Noon New York City time on the 4th Business Day
        after the Reportable Event, a duly authorized officer of the Exchange Act
        Signing Party shall sign the Form 8-K and return an electronic or fax copy
        of
        such signed Form 8-K (with an original executed hard copy to follow by overnight
        mail) to the Trustee. If a Form 8-K cannot be filed on time or if a previously
        filed Form 8-K needs to be amended, the Trustee will follow the procedures
        set
        forth in subsection (h)(ii) of this Section 6.20. Promptly (but no later
        than
        one Business Day) after the deadline for filing such form with the Commission,
        the Trustee will make available on its internet website a final executed
        copy of
        each Form 8-K prepared and filed by it pursuant to this Section 6.20(g).
        The
        parties to this Agreement acknowledge that the performance by the Trustee
        of its
        duties under this Section 6.20(g) related to the timely preparation and filing
        of Form 8-K is contingent upon such parties strictly observing all applicable
        deadlines in the performance of their duties under this Section 6.20(g).
        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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      (h) Delisting;
        Amendments; Late Filings.

       

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

       

      (ii) In
        the
        event that the Trustee becomes aware that it will be unable to timely file
        with
        the Commission all or any required portion of any Form 8-K, 10-D or 10-K
        required to be filed by this Agreement because required disclosure information
        was either not delivered to it or delivered to it after the delivery deadlines
        set forth in this Agreement or for any other reason, the Trustee will promptly
        notify the Depositor. In the case of Form 10-D and 10-K, the parties to this
        Agreement and each Servicer will cooperate to prepare and file a Form 12b-25
        and
        a 10-D/A and 10-K/A as applicable, pursuant to Rule 12b-25 of the Exchange
        Act.
        In the case of Form 8-K, the Trustee will, upon receipt of all required Form
        8-K
        Disclosure Information and upon the approval and direction of the Depositor,
        include such disclosure information on the next Form 10-D. In the event that
        any
        previously filed Form 8-K, 10-D or 10-K needs to be amended due to a change
        to
        an additional reporting item, the Trustee will notify the Depositor and any
        applicable party and such parties will cooperate to prepare any necessary
        8-K/A,
        10-D/A or 10-K/A. Any Form 15, Form 12b-25 or any amendment to Form 8-K,
        10-D or
        10-K shall be signed by a duly authorized officer or a senior officer of
        the
        Exchange Act Signing Party, as applicable. The parties to this Agreement
        acknowledge that the performance by the Trustee of its duties under this
        Section
        6.20(h) 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.

       

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

       


      
        
          
          

        

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

       

      Section
        6.21. Reporting
        Requirements of the Commission.

       

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

       

      Section
        6.22. No
        Merger. 

       

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

       

      Section
        6.23. Indemnification
        by the Trustee. 

       

      The
        Trustee (including in its capacity as Paying Agent) agrees to indemnify the
        Depositor and the Master Servicer, and each of their respective directors,
        officers, employees and agents and the Trust Fund and hold each of them harmless
        from and against any losses, damages, penalties, fines, forfeitures, legal
        fees
        and expenses and related costs, judgments, and any other costs, fees and
        expenses that any of them may sustain arising out of or based upon the
        engagement of any Subcontractor in violation of Section 6.01 or any failure
        by
        the Trustee to deliver when and as required, the information pursuant to
        Section
        6.01(m), the disclosure and certificates applicable to the Trustee pursuant
        to
        Section 6.20 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
        AND TERMINATION

      OF
        THE
        TRUST FUND


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

       

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

       

      (b) On
        any
        Distribution Date occurring after the date on which (x) the total Scheduled
        Principal Balance of the Mortgage Loans in Pool 1 and Pool 2 is less than
        10% of
        the Scheduled Principal Balance of the Mortgage Loans in Pool 1 and Pool
        2 as of
        the Cut-off Date, or (y) the aggregate total Scheduled Principal Balance
        of the
        Mortgage Loans in and Pool 3 is less than 10% of the aggregate Scheduled
        Principal Balance of the Mortgage Loans Pool 3 as of the Cut-off Date, the
        Master Servicer, with the prior written consent of any NIMS Insurer and the
        Seller (which consent will not be unreasonably withheld), may, upon written
        direction to the Trustee, cause the Trustee to sell (or arrange for the sale
        of)
        the assets of (x) Pool 1 and Pool 2 or (y) Pool 3, as applicable, and thereby
        effect the retirement of the related Certificates. Upon the repurchase of
        such
        Mortgage Loans, the Master Servicer shall, upon written direction to the
        Trustee, cause each of the SWAP REMIC, REMIC I-1 and REMIC I-2 (in the case
        of a
        sale of the assets described in clause (x) above) or REMIC II-1 (in the case
        of
        a sale of the assets described in clause (y) above) to adopt a plan of complete
        liquidation pursuant to Section 7.03 hereof to sell all of its property.
        The
        property of the applicable Pool or Pools shall be sold at a price (the
“Repurchase Price”) equal to: (i) 100% of the unpaid principal balance of each
        Mortgage Loan in such Pool on the day of such purchase plus interest accrued
        thereon at the applicable Mortgage Rate with respect to any such Mortgage
        Loan
        to the Due Date in the Due Period immediately preceding such Distribution
        Date,
        (ii) the fair market value of any applicable REO Property and any other
        applicable property (reduced, in the case of REO Property, by (x) reasonably
        anticipated disposition costs and (y) any amount by which the fair market
        value
        as so reduced exceeds the outstanding principal balance of the related Mortgage
        Loan), such fair market value to be determined by an appraiser or appraisers
        appointed by the Master Servicer with the consent of the Trustee and any
        NIMS
        Insurer, (iii) any unreimbursed Servicing Advances with respect to each
        applicable Mortgage Loan and (iv) any Swap Termination Payment payable to
        the
        Swap Counterparty as a result of a termination pursuant to Section 7.01;
        provided, however, if there are any NIM Securities outstanding, the Master
        Servicer may only exercise its option after receiving 

       


      
        
          
          

        

        
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      the
        prior
        written consent of the holders of such NIM Securities and, if such consent
        is
        given, the Purchase Price shall also include an amount equal to the sum of
        (1)
        any accrued interest on the NIM Securities related to the Mortgage Loans,
        (2)
        the unpaid principal balance of any such NIM Securities and (3) any other
        reimbursable expenses owed by the issuer of the NIM Securities (the “NIM
        Redemption Amount”). If the Master Servicer fails to exercise such right, the
        NIMS Insurer will have the option to direct the Master Servicer to exercise
        such
        option so long as it is insuring the NIMS Securities or it is owed any amounts
        in connection with its guaranty of the NIM Securities. Following receipt
        of such
        notice from the NIMS Insurer, the Master Servicer shall advise the NIMS Insurer
        whether it will exercise the option under this Section 7.01(b) for its own
        account and using its own funds, or whether it will exercise such option
        in its
        own name but for the NIMS Insurer's account and utilizing the NIMS Insurer's
        funds. If the Master Servicer exercises such option for the NIMS Insurer's
        account, the NIMS Insurer will remit the Purchase Price to the Master Servicer
        one Business Day prior to the day the Master Servicer is required to remit
        the
        Purchase Price to the Trustee. Following its receipt from the NIMS Insurer
        of
        the entire Purchase Price and its subsequent remittance to the Trustee of
        the
        entire Purchase Price, the Master Servicer will convey to the NIMS Insurer
        all
        of the rights it receives from the Trustee with respect to the related Mortgage
        Loans as a result of such remittance. The Master Servicer and each Servicer
        (or
        the Trustee, if applicable) shall be reimbursed from the Repurchase Price
        for
        any Mortgage Loan or related REO Property for any Advances or Servicing Advances
        made with respect to the Mortgage Loans that are reimbursable to the Master
        Servicer under this Agreement or to each Servicer under the related Servicing
        Agreement (or to the Trustee hereunder), together with any accrued and unpaid
        compensation and any other amounts due to the Master Servicer and the Trustee
        hereunder or the Custodians or the Servicers under their respective Custodial
        or
        Servicing Agreements, provided that any such compensation or other amount
        to be
        paid to the Custodians and any such other amounts to be paid to the Servicers
        are “unanticipated expenses” within the meaning of Treasury Regulation Section
        1.860G-1(b)(3)(ii). The Trustee shall distribute the assets of the applicable
        Pool or Pools on the Distribution Date on which the repurchase occurred.
        If the
        NIMS Insurer directs the Master Servicer to exercise such right as described
        above, then (i) the Master Servicer shall cause each related REMIC to adopt
        a
        plan of complete liquidation as described above and (ii) the NIMS Insurer
        shall
        remit the Purchase Price in immediately available funds to the Master Servicer
        at least three Business Days prior to the applicable Distribution Date and,
        upon
        receipt of such funds from the NIMS Insurer, the Master Servicer shall promptly
        deposit such funds in the Collection Account. The NIMS Insurer shall be
        obligated to reimburse the Master Servicer and the Trustee for their reasonable
        out-of-pocket expenses incurred in connection with the purchase of the Mortgage
        Loans and REO Property related to the Mortgage Pool at the direction of the
        NIMS
        Insurer and shall indemnify and hold harmless the Master Servicer and the
        Trustee for any losses, liabilities or expenses resulting from any claims
        directly resulting from or relating to the Master Servicer’s or Trustee’s sale
        or purchase of the Pool Assets at the direction of the NIMS Insurer, except
        to
        the extent such losses, liabilities or expenses arise out of or result from
        the
        Master Servicer’s or Trustee’s, as the case may be, negligence, bad faith or
        willful misconduct. Notwithstanding anything herein to the contrary, only
        an
        amount not to exceed to the Purchase Price, reduced by the portion thereof
        consisting of any Swap Termination Payment (such portion, the “Swap Optional
        Termination Payment”), shall be made available for distribution to the
        Certificates. The Swap Optional Termination Payment shall be withdrawn by
        the
        Trustee from the Collection Account and remitted to the Supplemental Interest
        Trust for payment to the Swap Counterparty. The Swap Optional Termination
        Payment shall not be part of any REMIC and shall not be paid into any account
        which is part of any REMIC. For purposes of the REMIC Provisions, any NIM
        Redemption Amount shall not be treated as having been paid into any
        REMIC.

       

      



      
        
          
          

        

        
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      Section
        7.02. Procedure
        Upon Termination of Trust Fund.

       

      (a) Notice
        of
        any termination of the Trust Fund (or the retirement of the Certificates
        related
        to Group I or Group II, as applicable) pursuant to the provisions of Section
        7.01, specifying the Distribution Date upon which the final distribution
        shall
        be made, shall be given promptly by the Trustee by first class mail to the
        applicable Certificateholders and any NIMS Insurer mailed (x) no later than
        five
        Business Days after the Trustee has received notice from the Master Servicer
        of
        its intent to exercise its right to cause the termination of the Trust Fund
        pursuant to Section 7.01(b) (or the retirement of the Certificates related
        to
        Group I or Group II, as applicable, to the extent the other such Group of
        Certificates is not terminated pursuant to such Section 7.01(b)) or (y) upon
        the
        final payment or other liquidation of the last Mortgage Loan or REO Property
        in
        the Trust Fund. Such notice shall specify (A) the Distribution Date upon
        which
        final distribution on the Certificates of all amounts required to be distributed
        to Certificateholders pursuant to Section 5.02 will be made upon presentation
        and surrender of the Certificates at the Corporate Trust Office, and (B)
        that
        the Record Date otherwise applicable to such Distribution Date is not
        applicable, distribution being made only upon presentation and surrender
        of the
        Certificates at the office or agency of the Trustee therein specified. The
        Trustee shall give such notice to the Master Servicer, the Depositor, the
        Swap
        Counterparty and the Certificate Registrar at the time such notice is given
        to
        Holders of the Certificates. The Master Servicer shall give notice to the
        Swap
        Counterparty on the date the Master Servicer elects its option pursuant to
        Section 7.01(b). Upon any such termination of the entire Trust Fund, the
        duties
        of the Certificate Registrar with respect to the applicable Certificates
        shall
        terminate and the Trustee shall terminate, or request the Master Servicer
        to
        terminate, the Collection Account it maintains, and the Trustee shall terminate
        the Certificate Account and any other account or fund maintained with respect
        to
        the related Certificates, subject to the Trustee’s obligation hereunder to hold
        all amounts payable to Certificateholders in trust without interest pending
        such
        payment.

       

      (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.

       


      
        
          
          

        

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

       

      Section
        7.03. Additional
        Requirements under the REMIC Provisions.

       

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

       

      (i) On
        the
        date specified for final payment of the Certificates, the Trustee shall make
        final distributions of principal and interest on the Certificates and shall
        pay
        any Swap Termination Payment owed to the Swap Counterparty on the related
        Swap
        Payment Date (to the extent not paid on previous Swap Payment Dates) in
        accordance with Section 5.02 and, after payment of, or provision for any
        outstanding expenses, distribute or credit, or cause to be distributed or
        credited, to the Holders of the Residual Certificates all cash on hand after
        such final payment (other than cash retained to meet claims), and the Trust
        Fund
        (and each related REMIC) shall terminate at that time; 

       

      (ii) in
        the
        case of a sale of the assets of Pool 1 and Pool 2:

       

      (A) The
        Trustee shall sell all of the assets of Pool 1 and Pool 2 for cash and, within
        90 days of such sale, shall distribute the proceeds of such sale to the Group
        I
        Certificateholders in complete liquidation of the SWAP REMIC, 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 the SWAP REMIC, REMIC I-1 and REMIC I-2 stating that pursuant to Treasury
        Regulation § 1.860F-1, the first day of the 90-day liquidation period for each
        such REMIC was the date on which the Trustee sold such assets; and

       

      (iii) in
        the
        case of a sale of the assets of Pool 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 Group II
        Certificateholders in complete liquidation of REMIC II-1; and

       

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

       


      
        
          
          

        

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

       

      Section
        7.04. Optional
        Purchase Right of NIMS Insurer.

       

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

       

      ARTICLE
        VIII

       

      RIGHTS
        OF
        CERTIFICATEHOLDERS

       

      Section
        8.01. Limitation
        on Rights of Holders.

       

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

       

      (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 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 Trustee, the Master
        Servicer, the Certificate Registrar and the Trustee that neither the Depositor,
        the Trustee, the Master Servicer, the Certificate Registrar nor the Trustee
        shall be held accountable by reason of the disclosure of any such information
        as
        to the names and addresses of the Certificateholders hereunder, regardless
        of
        the source from which such information was derived.

       

      Section
        8.03. Acts
        of Holders of Certificates.

       

      (a) Any
        request, demand, authorization, direction, notice, consent, waiver or other
        action provided by this Agreement to be given or taken by Holders or Certificate
        Owner, if the Holder is a Clearing Agency, may be embodied in and evidenced
        by
        one or more instruments of substantially similar tenor signed by such Holders
        in
        person or by agent duly appointed in writing; and, except as herein otherwise
        expressly provided, such action shall become effective when such instrument
        or
        instruments are delivered to the Trustee, the Certificate Registrar, the
        Paying
        Agent and, where expressly required herein, to the Master Servicer. Such
        instrument or instruments (as the action embodies therein and evidenced thereby)
        are herein sometimes referred to as an “Act” of the Holders signing such
        instrument or instruments. Proof of execution of any such instrument or of
        a
        writing appointing any such agents shall be sufficient for any purpose of
        this
        Agreement and conclusive in favor of the Trustee, the Trustee and Master
        Servicer, if made in the manner provided in this Section. The Trustee and
        Master
        Servicer shall promptly notify the other of receipt of any such instrument
        by
        it, and shall promptly forward a copy of such instrument to the
        other.

       


      
        
          
          

        

        
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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 Paying Agent, the Master Servicer or the Depositor
        shall be affected by any notice to the contrary.

       

      (d) Any
        request, demand, authorization, direction, notice, consent, waiver or other
        action by the Holder of any Certificate shall bind every future Holder of
        the
        same Certificate and the Holder of every Certificate issued upon the
        registration of transfer thereof or in exchange therefor or in lieu thereof,
        in
        respect of anything done, omitted or suffered to be done by the Trustee or
        the
        Master Servicer in reliance thereon, whether or not notation of such action
        is
        made upon such Certificate.

       

      ARTICLE
        IX

       

      ADMINISTRATION
        AND SERVICING OF MORTGAGE LOANS

      BY
        THE
        MASTER SERVICER

       

      Section
        9.01. Duties
        of the Master Servicer.

       

      The
        Certificateholders, by their purchase and acceptance of the Certificates,
        appoint Aurora Loan Services LLC, as Master Servicer. For and on behalf of
        the
        Depositor, the Trustee and the Certificateholders, the Master Servicer shall
        master service the Mortgage Loans in accordance with the provisions of this
        Agreement and the provisions of the applicable Servicing Agreement.

       

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

       

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

       


      
        
          
          

        

        
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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 any Servicer under any such bond or policy shall
        be
        remitted to the Master Servicer to the extent provided in the applicable
        Servicing Agreement.

       

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

       

      For
        each
        year this Agreement is in effect, the Master Servicer shall submit to each
        Rating Agency, any NIMS Insurer, and the Depositor a copy of the annual audited
        financial statements of its corporate parent on or prior to March 31st of
        each
        year commencing on March 31, 2008.  Such financial statements shall include
        comparative balance sheets, income statements, statement of changes in
        shareholder's equity, statements of cash flows, a consolidating schedule
        showing
        consolidated subsidiaries and any related notes required pursuant to generally
        accepted accounting principles, certified by a nationally recognized firm
        of
        Independent Accountants to the effect that such financial statements were
        examined and prepared in accordance with generally accepted accounting
        principles applied on a basis consistent with that of the preceding
        year.

       

      Section
        9.04. Power
        to Act; Procedures.

       

      (a) The
        Master Servicer shall master service the Mortgage Loans and shall have full
        power and authority, subject to the REMIC Provisions and the provisions of
        Article X hereof, and each Servicer shall have full power and authority (to
        the
        extent provided in the applicable Servicing Agreement) to do any and all
        things
        that it may deem necessary or desirable in 

       


      
        
          
          

        

        
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      connection
        with the servicing and administration of the Mortgage Loans, including but
        not
        limited to the power and authority (i) to execute and deliver, on behalf
        of the
        Certificateholders and the Trustee, customary consents or waivers and other
        instruments and documents, (ii) to consent to transfers of any Mortgaged
        Property and assumptions of the Mortgage Notes and related Mortgages, (iii)
        to
        collect any Insurance Proceeds and Liquidation Proceeds, and (iv) to effectuate
        foreclosure or other conversion of the ownership of the Mortgaged Property
        securing any Mortgage Loan, in each case, in accordance with the provisions
        of
        this Agreement and the applicable Servicing Agreement, as applicable; provided
        that the Master Servicer shall not take, or knowingly permit any Servicer
        to
        take, any action that is inconsistent with or prejudices the interests of
        the
        Trust Fund or the Certificateholders in any Mortgage Loan or the rights and
        interests of the Depositor, the Trustee and the Certificateholders under
        this
        Agreement. The Master Servicer further is authorized and empowered by the
        Trustee, on behalf of the Certificateholders and the Trustee, in its own
        name or
        in the name of any Servicer (to the extent permitted in the applicable Servicing
        Agreement), when the Master Servicer or a Servicer, as the case may be, believes
        it is appropriate in its best judgment to register any Mortgage Loan with
        MERS,
        or cause the removal from the registration of any Mortgage Loan on the MERS
        system, to execute and deliver, on behalf of the Trustee and the
        Certificateholders or any of them, any and all instruments of assignment
        and
        other comparable instruments with respect to such assignment or re-recording
        of
        a Mortgage in the name of MERS, solely as nominee for the Trustee and its
        successors and assigns. The Master Servicer shall represent and protect the
        interests of the Trust Fund in the same manner as it protects its own interests
        in mortgage loans in its own portfolio in any claim, proceeding or litigation
        regarding a Mortgage Loan and shall not make or knowingly permit any Servicer
        to
        make any modification, waiver or amendment of any term of any Mortgage Loan
        that
        would cause any REMIC included in the Trust Fund to fail to qualify as a
        REMIC
        or result in the imposition of any tax under Section 860F(a) or Section 860G(d)
        of the Code. Without limiting the generality of the foregoing, the Master
        Servicer in its own name or in the name of a Servicer, and each Servicer,
        to the
        extent such authority is delegated to such Servicer by the Master Servicer
        under
        the applicable Servicing Agreement, is hereby authorized and empowered by
        the
        Trustee when the Master Servicer or a Servicer, as the case may be, believes
        it
        appropriate in its best judgment and in accordance with Accepted Servicing
        Practices and the applicable Servicing Agreement, to execute and deliver,
        on
        behalf of itself and the Certificateholders, the Trustee or any of them,
        any and
        all instruments of satisfaction or cancellation, or of partial or full release
        or discharge and all other comparable instruments, with respect to the Mortgage
        Loans and with respect to the Mortgaged Properties. The Trustee shall furnish
        the Master Servicer or a Servicer, upon request, with any powers of attorney
        prepared by the Master Servicer or such Servicer empowering the Master Servicer
        or such Servicer to execute and deliver instruments of satisfaction or
        cancellation, or of partial or full release or discharge, and to foreclose
        upon
        or otherwise liquidate Mortgaged Property, and to appeal, prosecute or defend
        in
        any court action relating to the Mortgage Loans or the Mortgaged Property,
        in
        accordance with the applicable Servicing Agreement and this Agreement, and
        the
        Trustee shall execute and deliver such other documents, as the Master Servicer
        may request, necessary or appropriate to enable the Master Servicer to master
        service the Mortgage Loans and carry out its duties hereunder and to allow
        each
        Servicer to service the Mortgage Loans, in each case in accordance with Accepted
        Servicing Practices (and the Trustee shall have no liability for misuse of
        any
        such powers of attorney by the Master Servicer or the applicable Servicer).
        If
        the Master Servicer or the Trustee has been advised that it is likely that
        the
        laws of the state in which action is to be taken prohibit such action if
        taken
        in the name of the Trustee or that the Trustee would be adversely affected
        under
        the “doing business” or tax laws of such state if such action is taken in its
        name, then upon request of the Trustee, the Master Servicer shall join with the
        Trustee in the appointment of a co-trustee pursuant to Section 6.09 hereof.
        In
        the performance of its duties hereunder, the Master Servicer shall be an
        independent contractor and shall not, except in those instances where it
        is
        taking action in the name of the Trustee, be deemed to be the agent of the
        Trustee. Notwithstanding anything to the contrary, the Master Servicer shall
        not
        without Trustee’s written consent: (i) initiate any action, suit or proceeding
        solely under the Trustee’s name without indicating the Master Servicer’s
        representative capacity or (ii) take any action with the intent to cause,
        and
        which actually does cause, the Trustee to be registered to do business in
        any
        state.

       


      
        
          
          

        

        
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      (b) In
        master
        servicing and administering the Mortgage Loans, the Master Servicer shall
        employ
        procedures and exercise the same care that it customarily employs and exercises
        in master servicing and administering loans for its own account, giving due
        consideration to Accepted Servicing Practices where such practices do not
        conflict with this Agreement. Consistent with the foregoing, the Master Servicer
        may, and may permit any Servicer to, in its discretion (i) waive any late
        payment charge (but not any Prepayment Penalty Amount, except as set forth
        below) and (ii) extend the due dates for payments due on a Mortgage Note;
        provided, however, that the maturity of any Mortgage Loan shall not be extended
        past the Final Scheduled Distribution Date. In the event of any extension
        described in clause (ii) above, the Master Servicer shall make or cause to
        be
        made Advances on the related Mortgage Loan in accordance with the provisions
        of
        Section 5.04 on the basis of the modified terms of such Mortgage Loan.
        Notwithstanding anything to the contrary in this Agreement, the Master Servicer
        shall not make or knowingly permit any modification, waiver or amendment
        of any
        material term of any Mortgage Loan unless: (1) such Mortgage Loan is in default
        or default by the related Mortgagor is, in the reasonable judgment of the
        Master
        Servicer or the applicable Servicer, reasonably foreseeable, (2) in the case
        of
        a waiver of a Prepayment Penalty Amount if (a) such waiver would maximize
        recovery of total proceeds taking into account the value of such Prepayment
        Penalty Amount and the related Mortgage Loan or (b) the prepayment is not
        the
        result of a refinance by the Servicer or any of its affiliates (i) the
        collection of the Prepayment Penalty Amount would be in violation of applicable
        laws or (ii) the collection of such Prepayment Penalty Amount would be
        considered “predatory” pursuant to written guidance published or issued by any
        applicable federal, state or local regulatory authority acting in its official
        capacity and having jurisdiction over such matters, and (3) such modification,
        waiver or amendment would not cause an Adverse REMIC Event.

       

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

       

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

       


      
        
          
          

        

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

       

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

       

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

       

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

       

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

       


      
        
          
          

        

        
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      (b) Costs
        incurred by the Master Servicer or by Servicers in effecting the timely payment
        of taxes and assessments on the properties subject to the Mortgage Loans
        may be
        added to the amount owing under the related Mortgage Note where the terms
        of the
        Mortgage Note so permit; provided, however, that the addition of any such
        cost
        shall not be taken into account for purposes of calculating the distributions
        to
        be made to Certificateholders. Such costs, to the extent that they are
        unanticipated expenses within the meaning of Treasury Regulations Section
        1.860G-1(b)(3)(ii) shall be recoverable by the Master Servicer pursuant to
        Section 4.02(v).

       

      Section
        9.07. Termination
        of Servicing Agreements; Successor Servicers.

       

      (a) The
        Master Servicer shall be entitled to terminate the rights and obligations
        of any
        Servicer under the applicable Servicing Agreement in accordance with the
        terms
        and conditions of such Servicing Agreement and without any limitation by
        virtue
        of this Agreement; provided, however, that in the event of termination of
        any
        Servicing Agreement by the Master Servicer or the related Servicer, the Master
        Servicer shall either act as Servicer of the related Mortgage Loans, or enter
        into a Servicing Agreement with a successor Servicer.

       

      The
        parties acknowledge that notwithstanding the preceding sentence, there may
        be a
        transition period, not to exceed 90 days, in order to effect the transfer
        of
        servicing to a successor Servicer. The Master Servicer shall be entitled
        to be
        reimbursed from each Servicer (or by the Trust Fund, if such Servicer is
        unable
        to fulfill its obligations hereunder) for all costs associated with the transfer
        of servicing from the predecessor servicer, including without limitation,
        any
        costs or expenses associated with the complete transfer of all servicing
        data
        and the completion, correction or manipulation of such servicing data, as
        may be
        required by the Master Servicer to correct any errors or insufficiencies
        in the
        servicing data or otherwise to enable the Master Servicer to service the
        Mortgage Loans properly and effectively.

       

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

       

      Section
        9.08. Master
        Servicer Liable for Enforcement.

       

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

       


      
        
          
          

        

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

       

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

       

      Section
        9.10. Assumption
        of Servicing Agreement by Trustee.

       

      (a) In
        the
        event the Master Servicer shall for any reason no longer be the Master Servicer
        (including by reason of any Event of Default under this Agreement), after
        a
        period not to exceed ninety days after issuance of any notice of termination
        pursuant to Section 6.14 or Section 9.28, as applicable, the Trustee, or
        a
        successor master servicer as appointed by Trustee in accordance with Section
        6.14, shall assume all of the rights and obligations of such Master Servicer
        hereunder and under each Servicing Agreement entered into with respect to
        the
        Mortgage Loans. The Trustee, its designee or any successor master servicer
        appointed by the Trustee shall be deemed to have assumed all of the Master
        Servicer’s interest herein and therein to the same extent as if such Servicing
        Agreement had been assigned to the assuming party, except that the Master
        Servicer shall not thereby be relieved of any liability or obligations of
        the
        Master Servicer under such Servicing Agreement accruing prior to its replacement
        as Master Servicer, and shall be liable to the Trustee, and hereby agrees
        to
        indemnify and hold harmless the Trustee from and against all costs, damages,
        expenses and liabilities (including reasonable attorneys’ fees) incurred by the
        Trustee as a result of such liability or obligations of the Master Servicer
        and
        in connection with the Trustee’s assumption (but not its performance, except to
        the extent that costs or liability of the Trustee are created or increased
        as a
        result of negligent or wrongful acts or omissions of the Master Servicer
        prior
        to its replacement as Master Servicer) of the Master Servicer’s obligations,
        duties or responsibilities thereunder; provided that the Master Servicer
        shall
        not indemnify or hold harmless the Trustee against negligent or willful
        misconduct of the Trustee.

       

      (b) The
        Master Servicer that has been terminated shall, upon request of the Trustee
        but
        at the expense of such Master Servicer or at the expense of the Trust Fund,
        deliver to the assuming party all documents and records relating to each
        Servicing Agreement and the related Mortgage Loans and an accounting of amounts
        collected and held by it and otherwise use its best efforts to effect the
        orderly and efficient transfer of each Servicing Agreement to the assuming
        party.

       

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

       


      
        
          
          

        

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

       


      
        
          
          

        

        
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      (b) From
        time
        to time and as appropriate for the servicing or foreclosure of, or other
        legal
        proceedings relating to, any Mortgage Loan and in accordance with Accepted
        Servicing Practices and the applicable Servicing Agreement, the Trustee shall
        execute such pleadings, request for trustee’s sale or other documents as shall
        be prepared and furnished to the Trustee by the Master Servicer, or by a
        Servicer (in form reasonably acceptable to the Trustee) and as are necessary
        to
        the prosecution of any such proceedings. The Trustee or the Custodian, shall,
        upon request of the Master Servicer, or of a Servicer, and delivery to the
        Trustee or the applicable Custodian, of a trust receipt signed by a Servicing
        Officer substantially in the form annexed hereto as Exhibit C or in the form
        annexed to the applicable Custodial Agreement as Exhibit C, release the related
        Mortgage File held in its possession or control to the Master Servicer (or
        the
        applicable Servicer). Such trust receipt shall obligate the Master Servicer
        or
        applicable Servicer to return the Mortgage File to the Trustee or Custodian,
        as
        applicable, when the need therefor by the Master Servicer or applicable Servicer
        no longer exists unless (i) the Mortgage Loan shall be liquidated, in which
        case, upon receipt of a certificate of a Servicing Officer similar to that
        herein above specified, the trust receipt shall be released by the Trustee
        or
        the Custodian, as applicable, to the Master Servicer (or the applicable
        Servicer) or (ii) the Mortgage File has been delivered directly or through
        a
        Servicer to an attorney, or to a public trustee or other public official
        as
        required by law, for purposes of initiating or pursuing legal action or other
        proceedings for the foreclosure of the Mortgaged Property either judicially
        or
        non-judicially, and the Master Servicer has delivered directly or through
        a
        Servicer to the Trustee a certificate of a Servicing Officer certifying as
        to
        the name and address of the Person to which such Mortgage File or such document
        was delivered and the purpose or purposes of such delivery.

       

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

       

      (a) The
        Master Servicer shall transmit, or cause the applicable Servicer to transmit,
        to
        the Trustee or the applicable custodian such documents and instruments coming
        into the possession of the Master Servicer or such Servicer from time to
        time as
        are required by the terms hereof to be delivered to the Trustee or the
        applicable Custodian. Any funds received by the Master Servicer or by a Servicer
        in respect of any Mortgage Loan or which otherwise are collected by the Master
        Servicer or by a Servicer as a Subsequent Recovery, Liquidation Proceeds
        or
        Insurance Proceeds in respect of any Mortgage Loan shall be held for the
        benefit
        of the Trustee and the Certificateholders subject to the Master Servicer’s right
        to retain or withdraw from the Collection Account the Master Servicing Fee
        and
        other amounts provided in this Agreement, and to the right of each Servicer
        to
        retain its Servicing Fee and other amounts as provided in the applicable
        Servicing Agreement. The Master Servicer shall, and shall (to the extent
        provided in the applicable Servicing Agreement) cause each Servicer to, provide
        access to information and documentation regarding the Mortgage Loans to the
        Trustee, its agents and accountants and to any NIMS Insurer at any time upon
        reasonable request and during normal business hours, and to Certificateholders
        that are savings and loan associations, banks or insurance companies, the
        Office
        of Thrift Supervision, the FDIC and the supervisory agents and examiners
        of such
        Office and Corporation or examiners of any other federal or state banking
        or
        insurance regulatory authority if so required by applicable regulations of
        the
        Office of Thrift Supervision or other regulatory authority, such access to
        be
        afforded without charge but only upon reasonable request in writing and during
        normal business hours at the offices of the Master Servicer designated by
        it. In
        fulfilling such a request the Master Servicer shall not be responsible for
        determining the sufficiency of such information. The Master Servicer shall
        afford the NIMS Insurer, and shall (to the extent provided in the Servicing
        Agreement) cause the Servicer to afford the NIMS Insurer, upon reasonable
        advance notice, during normal business hours access to all records related
        to
        their respective rights and obligations hereunder and access to officers
        of the
        Master Servicer and the Servicer responsible for such obligations.

       


      
        
          
          

        

        
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      (b) All
        Mortgage Files and funds collected or held by, or under the control of, the
        Master Servicer, or any Servicer, in respect of any Mortgage Loans, whether
        from
        the collection of principal and interest payments or from a Subsequent Recovery,
        Liquidation Proceeds or Insurance Proceeds, shall be held by the Master
        Servicer, or by such Servicer, for and on behalf of the Trustee and the
        Certificateholders and shall be and remain the sole and exclusive property
        of
        the Trustee; provided, however, that the Master Servicer and each Servicer
        shall
        be entitled to setoff against, and deduct from, any such funds any amounts
        that
        are properly due and payable to the Master Servicer or such Servicer under
        this
        Agreement or the applicable Servicing Agreement and shall be authorized to
        remit
        such funds to the Trustee in accordance with this Agreement.

       

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

       

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

       

      Section
        9.14. Representations
        and Warranties of the Master Servicer.

       

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

       


      
        
          
          

        

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

       

      (vi) no
        litigation is pending or, to the best of the Master Servicer’s knowledge,
        threatened against the Master Servicer which would prohibit its entering
        into
        this Agreement or performing its obligations under this Agreement;

       

      (vii) the
        Master Servicer, or an Affiliate thereof the primary business of which is
        the
        servicing of conventional residential mortgage loans, is an FNMA- and FHLMC-
        approved seller/servicer;

       


      
        
          
          

        

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

       

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

       

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

       

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

       

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

       

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

       

      Any
        cause
        of action against the Depositor relating to or arising out of the breach
        of the
        representations and warranties made in Sections 2.03(a)(i) through (vi) shall
        accrue upon discovery of such breach by either the Depositor or the Master
        Servicer or notice thereof by any one of such parties to the other
        parties.

       


      
        
          
          

        

        
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      Section
        9.15. Closing
        Certificate and Opinion.

       

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

       

      Section
        9.16. Standard
        Hazard and Flood Insurance Policies.

       

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

       

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

       

      Section
        9.17. Presentment
        of Claims and Collection of Proceeds.

       

      The
        Master Servicer shall, or shall cause each Servicer (to the extent provided
        in
        the applicable Servicing Agreement) to, prepare and present on behalf of
        the
        Trustee and the Certificateholders all claims under the Insurance Policies
        with
        respect to the Mortgage Loans, and take such actions (including the negotiation,
        settlement, compromise or enforcement of the insured’s claim) as shall be
        necessary to realize recovery under such policies. Any proceeds disbursed
        to the
        Master Servicer (or disbursed to a Servicer and remitted to the Master Servicer)
        in respect of such policies or bonds shall be promptly deposited in the
        Collection Account upon receipt, except that any amounts realized that are
        to be
        applied to the repair or restoration of the related Mortgaged Property or
        released to the Mortgagor in accordance with the Master Servicer’s or the
        Servicer’s normal servicing procedures need not be so deposited (or
        remitted).

       


      
        
          
          

        

        
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      Section
        9.18. Maintenance
        of the Primary Mortgage Insurance Policies.

       

      (a) The
        Master Servicer shall not take, or knowingly permit any Servicer (consistent
        with the applicable Servicing Agreement) to take, any action that would result
        in non-coverage under any applicable Primary Mortgage Insurance Policy of
        any
        loss which, but for the actions of such Master Servicer or Servicer, would
        have
        been covered thereunder. To the extent that coverage is available, the Master
        Servicer shall use its best reasonable efforts to keep in force and effect,
        or
        to cause each Servicer to keep in force and effect (to the extent that the
        Mortgage Loan requires the Mortgagor to maintain such insurance), primary
        mortgage insurance applicable to each Mortgage Loan in accordance with the
        provisions of this Agreement and the related Servicing Agreement, as applicable.
        The Master Servicer shall not, and shall not permit any Servicer to, cancel
        or
        refuse to renew any such Primary Mortgage Insurance Policy that is in effect
        at
        the date of the initial issuance of the Certificates and is required to be
        kept
        in force hereunder except as required by a applicable law or in accordance
        with
        the provisions of this Agreement and the related Servicing Agreement, as
        applicable.

       

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

       

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

       

      The
        Trustee (or the applicable Custodian, as directed by the Trustee), shall
        retain
        possession and custody of the originals of the Primary Mortgage Insurance
        Policies or certificate of insurance if applicable and any certificates of
        renewal as to the foregoing as may be issued from time to time as contemplated
        by this Agreement. Until all amounts distributable in respect of the
        Certificates have been distributed in full and the Master Servicer otherwise
        has
        fulfilled its obligations under this Agreement, the Trustee (or the applicable
        Custodian, as directed by the Trustee) shall also retain possession and custody
        of each Mortgage File in accordance with and subject to the terms and conditions
        of this Agreement. The Master Servicer shall promptly deliver or cause to
        be
        delivered to the Trustee (or the applicable Custodian), upon the execution
        or
        receipt thereof the originals of the Primary Mortgage Insurance Policies
        and any
        certificates of renewal thereof, and such other documents or instruments
        that
        constitute portions of the Mortgage File that come into the possession of
        the
        Master Servicer from time to time.

       

      Section
        9.20. Realization
        Upon Defaulted Mortgage Loans.

       

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

       


      
        
          
          

        

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

       

      Section
        9.21. Compensation
        to the Master Servicer.

       

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

       


      
        
          
          

        

        
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      Section
        9.22. REO
        Property.

       

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

       

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

       

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

       

      (d) The
        Liquidation Proceeds from the final disposition of the REO Property, net
        of any
        payment to the Master Servicer and the applicable Servicer as provided above,
        shall be deposited in the Collection Account on or prior to the Determination
        Date in the month following receipt thereof (and the Master Servicer shall
        provide written notice to the Trustee upon such deposit) and be remitted
        by wire
        transfer in immediately available funds to the Trustee for deposit into the
        Certificate Account on the next succeeding Deposit Date.

       

      Section
        9.23. Notices
        to the Depositor and the Trustee 

       


      
        
          
          

        

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

       

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

       

      Section
        9.24. Reports
        to the Trustee.

       

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

       

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

       


      
        
          
          

        

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

       

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

       

      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(e), including, if there has been any material
        instance of noncompliance with the Relevant Servicing Criteria, a discussion
        of
        each such failure and the nature and status thereof, and (D) a statement
        that a
        registered public accounting firm has issued an attestation report on such
        party’s assessment of compliance with the Relevant Servicing Criteria as of and
        for such period. Each such assessment, pursuant to clause (C) above, shall
        cover, at a minimum, the matters indicated as obligations with respect to
        such
        Person on Exhibit O attached hereto. If the Trustee and the Paying Agent
        are the
        same party, the Relevant Servicing Criteria of the Paying Agent shall be
        included in the Trustee's report. The Master Servicer shall furnish to the
        Trustee a copy of each assessment of compliance provided to it by each Custodian
        pursuant to the related Custodial Agreement and by each Servicer pursuant
        to the
        related Servicing Agreement, to the extent that the Trustee is not entitled
        to
        receive such assessments pursuant to each such applicable
        agreement.

       

      (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.

       


      
        
          
          

        

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

       

      (b) Attestation
        Reports

       

      (i) On
        or
        before March 15th of each calendar year in which the Depositor is required
        to
        file reports with respect to the Trust Fund in accordance with the Exchange
        Act
        and the rules and regulations of the Commission, beginning with March 15,
        2008,
        the Master Servicer, the Paying Agent (if other than the Trustee) and the
        Trustee, each at its own expense, shall cause, and each such party shall
        cause
        any Servicing Function Participant engaged by it to cause, each at its own
        expense, a registered public accounting firm (which may also render other
        services to the Master Servicer, Paying Agent or Trustee, as the case may
        be)
        that is a member of the American Institute of Certified Public Accountants
        to
        furnish a report to the Sponsor, the Depositor, the Master Servicer and the
        Trustee, as applicable, to the effect that (A) it has obtained a representation
        regarding certain matters from the management of such party, which includes
        an
        assertion that such party has complied with the Relevant Servicing Criteria,
        and
        (B) on the basis of an examination conducted by such firm in accordance with
        standards for attestation engagements issued or adopted by the PCAOB, it
        is
        expressing an opinion as to whether such party’s compliance with the Relevant
        Servicing Criteria was fairly stated in all material respects, or it cannot
        express an overall opinion regarding such party’s assessment of compliance with
        the Relevant Servicing Criteria. If the Trustee and the Paying Agent are
        the
        same party, the attestation report caused to be furnished by the Trustee
        shall
        also address the Relevant Servicing Criteria of the Paying Agent. In the
        event
        that an overall opinion cannot be expressed, such registered public accounting
        firm shall state in such report why it was unable to express such an opinion.
        Such report must be available for general use and not contain restricted
        use
        language.

       

      (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.

       


      
        
          
          

        

        
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      (c) The
        Trustee’s, the Paying Agent’s and the Master Servicer’s obligation to provide
        assessments of compliance and attestations under this Section 9.25 shall
        terminate upon the filing of a Form 15 suspension notice on behalf of the
        Trust
        Fund.

       

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

       

      The
        Master Servicer shall deliver (and the Master Servicer shall cause any
        Additional Servicer engaged by it to deliver) to the Sponsor, the Depositor
        and
        the Trustee on or before March 15 of each year, commencing in March 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 FNMA or FHLMC and shall have a net
        worth
        of not less than $15,000,000. Notwithstanding the foregoing, as a condition
        to
        the succession to the Master Servicer under this Agreement by any Person
        (i)
        into which the Master Servicer may be merged or consolidated, or (ii) which
        may
        be appointed as a successor to the Master Servicer, the Master Servicer shall
        notify the Depositor, at least 15 calendar days prior to the effective date
        of
        such succession or appointment, of such succession or appointment and shall
        furnish to the Depositor in writing and in form and substance reasonably
        satisfactory to the Depositor, all information reasonably necessary for the
        Trustee to accurately and timely report, pursuant to Section 6.20, the event
        under Item 6.02 of Form 8-K pursuant to the Exchange Act (if such reports
        under
        the Exchange Act are required to be filed under the Exchange Act). 

       

      Section
        9.28. Resignation
        of Master Servicer.

       

      Except
        as
        otherwise provided in Sections 9.27 and 9.29 hereof, the Master Servicer
        shall
        not resign from the obligations and duties hereby imposed on it unless it
        or the
        Trustee determines that the Master Servicer’s duties hereunder are no longer
        permissible under applicable law or are in material conflict by reason of
        applicable law with any other activities carried on by it and cannot be cured.
        Any such determination permitting the resignation of the Master Servicer
        shall
        be evidenced by an Opinion of Counsel that shall be Independent to such effect
        delivered to the Trustee and the NIMS Insurer. No such resignation shall
        become
        effective until a period of time not to exceed 90 days after the Trustee
        and the
        NIMS Insurer receives written notice thereof from the Master Servicer and
        until
        the Trustee shall have assumed, or a successor master servicer shall have
        been
        appointed by the Trustee, such successor master servicer being acceptable
        to the
        NIMS Insurer, such consent shall not be unreasonably withheld, and until
        such
        successor shall have assumed, the Master Servicer’s responsibilities and
        obligations under this Agreement. Notice of such resignation shall be given
        promptly by the Master Servicer to the Depositor.

       


      
        
          
          

        

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

       

      (a) Except
        as
        expressly provided herein, the Master Servicer shall not assign or transfer
        any
        of its rights, benefits or privileges hereunder to any other Person, or delegate
        to or subcontract with, or authorize or appoint any other Person to perform
        any
        of the duties, covenants or obligations to be performed by the Master Servicer
        hereunder; provided, however, that the Master Servicer shall have the right
        without the prior written consent of the Trustee, the Depositor or the Rating
        Agencies to delegate or assign to or subcontract with or authorize or appoint
        an
        Affiliate of the Master Servicer to perform and carry out any duties, covenants
        or obligations to be performed and carried out by the Master Servicer hereunder.
        In no case, however, shall any such delegation, subcontracting or assignment
        to
        an Affiliate of the Master Servicer relieve the Master Servicer of any liability
        hereunder. Notice of such permitted assignment shall be given promptly by
        the
        Master Servicer to the Depositor and the Trustee. If, pursuant to any provision
        hereof, the duties of the Master Servicer are transferred to a successor
        master
        servicer, the entire amount of the Master Servicing Fees and other compensation
        payable to the Master Servicer pursuant hereto, including amounts payable
        to or
        permitted to be retained or withdrawn by the Master Servicer pursuant to
        Section
        9.21 hereof, shall thereafter be payable to such successor master
        servicer.

       

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

       

      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.

       


      
        
          
          

        

        
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      (c) None
        of
        the Master Servicer, the Seller, any NIMS Insurer or the Depositor or any
        of the
        directors, officers, employees or agents of any of them shall be under any
        liability to the Trustee or the Certificateholders for any action taken or
        for
        refraining from the taking of any action in good faith pursuant to this
        Agreement, or for errors in judgment; provided, however, that this provision
        shall not protect the Master Servicer, the Seller, any NIMS Insurer or the
        Depositor or any such person against any liability that would otherwise be
        imposed by reason of willful misfeasance, bad faith or negligence in its
        performance of its duties or by reason of reckless disregard for its obligations
        and duties under this Agreement. The Master Servicer, the Seller, any NIMS
        Insurer and the Depositor and any director, officer, employee or agent of
        the
        Master Servicer shall be entitled to indemnification by the Trust Fund and
        will
        be held harmless against any loss, liability or expense incurred in connection
        with any legal action relating to this Agreement or the Certificates other
        than
        any loss, liability or expense incurred by reason of willful misfeasance,
        bad
        faith or negligence in the performance of his or its duties hereunder or
        by
        reason of reckless disregard of his or its obligations and duties hereunder.
        The
        Master Servicer, the Seller and the Depositor and any director, officer,
        employee or agent of any of them may rely in good faith on any document of
        any
        kind prima facie properly executed and submitted by any Person respecting
        any
        matters arising hereunder. The Master Servicer shall be under no obligation
        to
        appear in, prosecute or defend any legal action that is not incidental to
        its
        duties to master service the Mortgage Loans in accordance with this Agreement
        and that in its opinion may involve it in any expenses or liability; provided,
        however, that the Master Servicer may in its sole discretion undertake any
        such
        action that it may deem necessary or desirable in respect to this Agreement
        and
        the rights and duties of the parties hereto and the interests of the
        Certificateholders hereunder. In such event, the legal expenses and costs
        of
        such action and any liability resulting therefrom shall be expenses, costs
        and
        liabilities of the Trust Fund and the Master Servicer shall be entitled to
        be
        reimbursed therefor out of the Collection Account it maintains as provided
        by
        Section 4.02. Notwithstanding anything herein to the contrary, neither the
        Master Servicer nor the Trustee shall have any liability for the servicing
        of
        the Additional Collateral, including, without limitation, the perfection,
        continuation, partial release, release, termination, realization upon,
        substitution, foreclosure, sale, or any other matter with respect to the
        Additional Collateral, or the enforcement of the Additional Collateral Servicing
        Agreement.

       

      Section
        9.31. Indemnification;
        Third-Party Claims.

       

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

       


      
        
          
          

        

        
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      Section
        9.32. Allocation
        to Related Mortgage Pool.

       

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

       

      ARTICLE
        X

       

      REMIC
        ADMINISTRATION

       

      Section
        10.01. REMIC
        and Grantor Trust Administration.

       

      (a) REMIC
        elections for each REMIC created hereunder as set forth in the Preliminary
        Statement and this Section 10.01 shall be made on Forms 1066 or other
        appropriate federal tax or information return for the taxable year ending
        on the
        last day of the calendar year in which the Certificates are issued. For purposes
        of such elections, (i) each of the SWAP REMIC Regular Interests is hereby
        designated as a regular interest in the SWAP REMIC; (ii) each of the REMIC
        I-1
        Regular Interests is hereby designated as a regular interest in REMIC I-1;
        (iii)
        each of the REMIC I-2 Regular Interests is hereby designated as a regular
        interest in REMIC I-2; and (iv) each of the REMIC II-1 Regular Interests
        is
        hereby designated as a regular interest in REMIC II-1. The Class SW-R Interest
        is hereby designated as the sole residual interest in the SWAP REMIC. The
        Class
        LTI1-R Interest is hereby designated as the sole residual interest in REMIC
        I-1.
        The Residual I Interest is hereby designated as the sole residual interest
        in
        REMIC I-2. The Class LTII1-R Interest is hereby designated as the sole residual
        interest in REMIC II-1. The Class R-I Certificate evidences ownership of
        the
        Class SW-R Interest, the Class LTI1-R Interest and the Residual I Interest.
        The
        Class R-II Certificate evidences ownership of the Class LTII1-R Interest.
        The
        Class 1-AP, Class 2-AP and 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 Penalty Amounts (i) related to the Mortgage
        Loans
        in Pool
        1, (ii) related to the Mortgage Loans in Pool 2 and (iii) related to the
        Mortgage Loans in Pool 3, each
        constitute a grantor trust for federal income tax purposes. The Trustee,
        by its
        execution and delivery hereof, acknowledges the assignment to it of the Grantor
        Trust Assets and declares that it holds and will hold such assets in trust
        for
        the exclusive use and benefit of all present and future Holders of the Class
        1-AP (in the case of collections of Prepayment Penalty Amounts related to
        Pool
        1), Class 2-AP (in the case of collections of Prepayment Penalty Amounts
        related
        to Pool 2) and Class 3-AP (in the case of collections of Prepayment Penalty
        Amounts related to Pool 3) Certificates. The rights of Holders of the Class
        1-AP, Class 2-AP and Class 3-AP Certificates to receive distributions from
        the
        proceeds of the Grantor Trust Assets, and all ownership interests of such
        Holders in and to such distributions, shall be as set forth in this Agreement.
        It
        is intended that the rights of the Class X Certificates to receive payments
        in
        respect of FPD Premiums and EPD Premiums shall be accounted for as property
        held
        separate and apart from any REMIC regular interest represented by such
        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.

      



      
        
          
          

        

        
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      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 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 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 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 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 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 Class P Reserve Fund, and all ownership interests
        of
        such Holders in and to such distributions, shall be as set forth in this
        Agreement.

       


      
        
          
          

        

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

       

      (c) The
        Trustee shall represent the Trust Fund in any administrative or judicial
        proceeding relating to an examination or audit by any governmental taxing
        authority with respect thereto. The Trustee shall pay any and all tax related
        expenses (not including taxes) of each REMIC and each Grantor Trust, including
        but not limited to any professional fees or expenses related to audits or
        any
        administrative or judicial proceedings with respect to such REMIC or such
        Grantor Trust that involve the Internal Revenue Service or state tax
        authorities, but only to the extent that (i) such expenses are ordinary or
        routine expenses, including expenses of a routine audit but not expenses
        of
        litigation (except as described in (ii)); or (ii) such expenses or liabilities
        (including taxes and penalties) are attributable to the negligence or willful
        misconduct of the Trustee in fulfilling its duties hereunder (including its
        duties as tax return preparer). The Trustee shall be entitled to reimbursement
        from the Certificate Account of the expenses to the extent (x) provided in
        clause (i) above and (y) in the case of expenses relating to a REMIC provided
        for hereunder, such expenses are “unanticipated expenses” within the meaning of
        Treasury Regulations Section 1.860G-1(b)(3)(ii). Any reimbursement described
        in
        the preceding sentence shall be allocated and limited to collections or other
        recoveries on the related Mortgage Pool and shall be accounted for in such
        manner.

       

      (d) The
        Trustee shall prepare, sign and file all of each REMIC’s federal and state tax
        and information returns as such REMIC’s direct representative. The Trustee shall
        prepare, file and sign, all of the tax returns in respect of each Grantor
        Trust.
        The Trustee shall comply with such requirement by filing Form 1041. The expenses
        of preparing and filing such returns shall be borne by the Trustee. If any
        Disqualified Organization acquires any Ownership Interest in a Residual
        Certificate, then the Trustee will upon request provide to the Internal Revenue
        Service, and to the persons specified in Sections 860E(e)(3) and (6) of the
        Code, such information as required in Section 860D(a)(6)(B) of the Code needed
        to compute the tax imposed under Section 860E(e) of the Code on transfers
        of
        residual interests to disqualified organizations and the Trustee will be
        reimbursed by the Trust for all expenses incurred therewith solely from amounts
        received for the provision of such information from persons specified in
        Sections 860E(e)(3) and (6) of the Code.

       

      (e) The
        Trustee or its designee shall perform on behalf of each REMIC and each Grantor
        Trust all reporting and other tax compliance duties that are the responsibility
        of such REMIC or Grantor Trust under the Code, the REMIC Provisions, or other
        compliance guidance issued by the Internal Revenue Service or any state or
        local
        taxing authority. Among its other duties, if required by the Code, the REMIC
        Provisions, or other such guidance, the Trustee shall provide (i) to the
        Treasury or other governmental authority such information as is necessary
        for
        the application of any tax relating to the transfer of a Residual Certificate
        to
        any disqualified person or organization and (ii) to the Certificateholders
        such
        information or reports as are required by the Code or REMIC
        Provisions.

       

      (f) The
        Trustee, the Master Servicer and the Holders of Certificates shall take any
        action, within their respective control and scope of their duties, or cause
        any
        REMIC hereunder to take any action necessary to create or maintain the status
        of
        such REMIC as a REMIC under the REMIC Provisions and shall assist each other
        as
        necessary to create or maintain such status. Neither the Trustee, the Master
        Servicer nor the Holder of any Residual Certificate shall take any action,
        cause
        any REMIC to take any action or fail to take (or fail to cause to be taken)
        any
        action within their respective control and scope of their duties, that, under
        the REMIC Provisions, if taken or not taken, as the case may be, could (i)
        endanger the status of any such REMIC as a REMIC or (ii) result in the
        imposition of a tax upon any such REMIC (including but not limited to the
        tax on
        prohibited transactions as defined in Code Section 860F(a)(2) and the tax
        on
        prohibited contributions set forth on Section 860G(d) of the Code) (either
        such
        event, an “Adverse REMIC Event”) unless the Trustee, the NIMS Insurer and the
        Master Servicer have received an Opinion of Counsel (at the expense of the
        party
        seeking to take such action) to the effect that the contemplated action will
        not
        endanger such status or result in the imposition of such a tax. In addition,
        prior to taking any action with respect to any such REMIC or the assets therein,
        or causing any such REMIC to take any action, which is not expressly permitted
        under the terms of this Agreement, any Holder of a Residual Certificate will
        consult with the Trustee, the NIMS Insurer, the Master Servicer, or their
        respective designees, in writing, with respect to whether such action could
        cause an Adverse REMIC Event to occur with respect to such REMIC, and no
        such
        Person shall take any such action or cause such REMIC to take any such action
        as
        to which the Trustee, the NIMS Insurer or the Master Servicer has advised
        it in
        writing that an Adverse REMIC Event could occur.

       


      
        
          
          

        

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

       

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

       

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

       


      
        
          
          

        

        
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      (j) The
        Trustee shall, for federal income tax purposes, maintain books and records
        with
        respect to each REMIC on a calendar year and on an accrual basis.

       

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

       

      (l) Neither
        the Trustee nor the Master Servicer shall enter into any arrangement by which
        any REMIC will receive a fee or other compensation for services.

       

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

       

      (n) The
        SWAP
        REMIC shall consist of all of the assets of the Trust Fund related to Pool
        1 and
        Pool 2 (other than (i) the Swap Agreement, (ii) the Supplemental Interest
        Trust,
        (iii) the Basis Risk Reserve Fund, (iv) the rights to receive Prepayment
        Penalty
        Amounts distributable to the Class P Certificates and the Class P Reserve
        Funds,
        (v) the 1-X Component Account, (vi) the Lower Tier Interests, (vii) the right
        to
        receive FPD Premiums and EPD Premiums and (viii) any of the grantor trusts
        described in Section 10.01 hereof. The SWAP REMIC Regular Interests shall
        be
        designated as the regular interests in the SWAP REMIC, and the Class SW-R
        Interest shall be designated as the sole class of residual interest in the
        SWAP
        REMIC. Each of the SWAP REMIC Regular Interests shall have the characteristics
        set forth in the Preliminary Statement.

       

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

       

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

       

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

       


      
        
          
          

        

        
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      REMIC
        II-1 shall consist of all of the assets of the Trust Fund related to Pool
        3
        (other than the rights to receive Prepayment Penalty Amounts distributable
        to
        the Class 3-AP Certificates and the Class P Reserve Funds and the right to
        receive FPD Premiums and EPD Premiums). The REMIC II-1 Regular Interests
        shall
        be designated as the regular interests in REMIC II-1, and the Class LTII1-R
        Interest shall be designated as the sole class of residual interest in REMIC
        II-1. 

       

      The
        beneficial ownership of the Class LTII1-R Interest shall be represented by
        the
        Class R-II Certificate. The entitlement of the Class R-II Certificate to
        payments of principal and interest shall be attributable to its representation
        of the Class LTII1-R Interest.

       

      (o) It
        is
        intended that the rights of each Class of Group I 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 X Certificates in
        favor
        of the holders of each Class of the Group I 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 Group I 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 Group I Certificates
        receive payments in respect of Excess Interest, such amounts, to the extent
        not
        derived from payments on the Swap Agreement, will be treated as distributed
        by
        REMIC I-2 to the Class X Certificates in
        respect of the Uncertificated Class 1-X Interest pro
        rata
        and then
        paid to the relevant Class of Group I Certificates pursuant to the related
        interest rate cap agreement. The Trustee is hereby directed to perform its
        duties and obligations in accordance with this Section 10.01(o).

       

      It
        is
        intended that the beneficial owners of the Group I Certificates shall be
        treated
        as having entered into a notional principal contract with respect to the
        beneficial owners of the Class X Certificates. Pursuant to each such notional
        principal contract, all beneficial owners of the Group I Certificates shall
        be
        treated as having agreed to pay, on each Distribution Date, to the beneficial
        owners of the Class X Certificates an aggregate amount equal to the excess,
        if
        any, of (i) the amount payable on such Distribution Date on the Related REMIC
        I-2 Interest corresponding to such Class of Group I Certificates over (ii)
        the
        amount payable on such Class of Group I Certificates on such Distribution
        Date
        (such excess, a “Class I Shortfall”). A Class I Shortfall shall be allocated to
        each Class of Group I 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 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 Shortfall payable
        from principal collections shall be allocated to the most subordinate Class
        of
        Group I Certificates with an outstanding principal balance to the extent
        of such
        balance. In addition, pursuant to such notional principal contract, the
        beneficial owner of the Class X Certificates shall be treated as having agreed
        to make payments in respect of Excess Interest to the beneficial holders
        of the
        Group I Certificates in accordance with the terms of this Agreement. Any
        payments to the Group I 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 Group
        I
        Certificates of a Class I Shortfall shall be treated for tax purposes as
        having
        been received by the beneficial owners of such Certificates in respect of
        their
        interests in REMIC I-2 and as having been paid by such beneficial owners
        to the
        Class X Certificates pursuant to the notional principal contract. Thus, each
        Group I Certificate and each Class X Certificate shall be treated as
        representing not only ownership of regular interests in REMIC I-2, but also
        ownership of an interest in (and obligations with respect to) a notional
        principal contract.

       


      
        
          
          

        

        
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      (p) The
        parties hereto intend that the Uncertificated Class 1-X Interest, the
        uncertificated Class LTI2-IO Interest, the Swap Agreement, the Supplemental
        Interest Trust, the right to receive payments in respect of Class I Shortfalls
        from the holders of the Group I Certificates, the Basis Risk Reserve Fund,
        the
        obligation of the holders of the Class X Certificates to pay amounts of Excess
        Interest to the holders of the Group I Certificates and the right to receive
        FPD
        Premiums and EPD Premiums with regard to Pool 1 and Pool 2 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 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 Group I Certificates and Class X Certificates as may be applicable
        under the Code. The Trustee is hereby directed to perform its duties and
        obligations in accordance with this Section 10.01(p).

       

      The
        parties intend that all amounts paid to the Swap Counterparty under the Swap
        Agreement shall be deemed for federal income tax purposes to be paid by the
        Class X Certificates first, out of funds deemed received in respect of the
        Class
        LTI2-IO Interest, second, out of funds deemed received in respect of the
        Uncertificated Class 1-X Interest and third, out of funds deemed received
        in
        respect of Class I Shortfalls described in Section 10.01(o), and the provisions
        hereof shall be interpreted consistently with this intention. 

       

      The
        Supplemental Interest Trust shall be an “outside reserve fund” for federal
        income tax purposes and not an asset of any REMIC. Furthermore, the Holders
        of
        the Class X Certificates shall be the beneficial owners of the Supplemental
        Interest Trust for all federal income tax purposes, and shall be taxable
        on all
        income earned thereon.

       

      (q) [Reserved.]

       

      (r) Payments
        in the nature of expenses, reimbursements and indemnifications made from
        the
        Trust Fund shall be allocated and limited to collections or other recoveries
        on
        the related Mortgage Pool or Mortgage Pools (if applicable) and shall be
        accounted for in such manner.

       

      (s) The
        Trustee shall treat the 1-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 C Certificates and that is not an asset of any REMIC. 

       

      (t) The
        SWAP REMIC:
        On each
        Distribution Date, the Trustee shall first pay or charge as an expense of
        the
        SWAP REMIC all expenses of the Trust Fund related to Pool 1 and Pool 2 for
        such
        Distribution Date, other than any Net Swap Payment or Swap Termination Payment
        required to be made from the Trust Fund.

       


      
        
          
          

        

        
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      On
        each
        Distribution Date the Trustee shall distribute the aggregate Interest Remittance
        Amount for Pool 1 and Pool 2 (net of expenses described in the preceding
        paragraph) with respect to each of the SWAP REMIC Regular Interests based
        on the
        interest rates for such interests set forth in the Preliminary Statement
        hereto.

       

      On
        each
        Distribution Date, the Trustee shall distribute the aggregate Principal
        Remittance Amount for Pool 1 and Pool 2 with respect to the SWAP REMIC Regular
        Interests, first to the Class SW-Z Interest until its principal balance is
        reduced to zero, and then sequentially, to the other SWAP REMIC Regular
        Interests in ascending order of their numerical class designation, and, with
        respect to each pair of classes having the same numerical designation, in
        equal
        amounts to each such class, until the principal balance of each such class
        is
        reduced to zero. All losses on the Mortgage Loans in Pool 1 and Pool 2 shall
        be
        allocated among the SWAP REMIC Regular Interests in the same manner that
        principal distributions are allocated. Increases in principal amount as a
        result
        of Subsequent Recoveries with respect to the Mortgage Loans in Pool 1 and
        Pool 2
        shall be allocated among the SWAP REMIC Regular Interests in the reverse
        fashion
        from the manner in which losses are allocated. Any amounts remaining in the
        SWAP
        REMIC after the aforementioned distributions shall be distributed to the
        Class
        SW-R Interest.

       

      REMIC
        I-1:
        All
        payments received by REMIC I-1 with respect to the SWAP REMIC Regular Interests
        shall be paid to the REMIC I-1 Regular Interests until the principal balance
        of
        all such interests have been reduced to zero and any losses allocated to
        such
        interests have been reimbursed. Any excess amounts shall be distributed to
        the
        Class LTI1-R Interest. 

       

      On
        each
        Distribution Date,

       

      (i) interest
        shortfalls with respect to the Mortgage Loans in Pool 1 and Pool 2 shall
        be
        allocated to the REMIC I-1 Regular Interests (other than the Class LTI1-IO
        Interest) pro
        rata
        based on
        interest otherwise accrued thereon;

       

      (ii) the
        principal balance of each REMIC I-1 Regular Interest shall be increased by
        the
        amount of interest accrued thereon (net of interest shortfalls allocated
        thereto
        pursuant to the immediately preceding clause (i));

       

      (iii) cash
        received by REMIC I-1 with respect to the SWAP REMIC Regular Interests shall
        be
        distributed first to the Class LTI1-IO Interest in reduction of its principal
        balance so that its principal balance is as close as possible to zero. Any
        remaining cash shall be distributed to, and losses with respect to the Mortgage
        Loans in Pool 1 and Pool 2 shall be allocated, first, to each of the REMIC
        I-1
        Marker Classes, in reduction of its principal balance so that its principal
        balance is a close as possible to 50% of the principal balance of its
        Corresponding Class, and second, to the Class LTI1-X Interest in reduction
        of
        its principal balance so that its principal balance is as close as possible
        to
        the sum of (x) 50% of the aggregate Scheduled Principal Balance of the Mortgage
        Loans in Pool 1 and Pool 2 and (y) 50% of the Overcollateralization Amount
        with
        respect to Pool 1 and Pool 2.

       

      If
        on any
        Distribution Date there is an increase in the Certificate Principal Amount
        of
        any Group I Certificate as a result of the proviso in the definition of
        Certificate Principal Amount, then there shall be a corresponding increase
        in
        the principal amount of the REMIC I-1 Regular Interests allocated as
        follows:

       


      
        
          
          

        

        
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      first,
        to each
        of the REMIC I-1 Regular Interests (other than the Class LTI1-X Interest
        and
        other than the Class LTI1-IO Interest) so that the principal balance of each
        such interest is as close as possible to 50% of the principal balances of
        its
        Corresponding Class; and

       

      second,
        to the
        Class LTI1-X Interest so that the principal balance of such interest is as
        close
        as possible to the sum of (x) 50% of the aggregate Scheduled Principal Balance
        of the Mortgage Loans in Pool 1 and Pool 2 and (y) 50% of the
        Overcollateralization Amount with respect to Pool 1 and Pool 2.

       

      (u) Notwithstanding
        the priority and sources of payments set forth in Article 5 hereof or otherwise,
        the Trustee shall account for all distributions with respect to a Class of
        Group
        I Certificates in amounts that differ from those payable pursuant to the
        regular
        interest or interests in REMIC I-2 corresponding to such Class as amounts
        paid
        or received (as appropriate) pursuant to the interest rate cap contracts
        or
        notional principal contracts provided for in this Section. In no event shall
        any
        such amounts be treated as payments with respect to a “regular interest” in a
        REMIC within the meaning of Code Section 860G(a)(1).

       

      


      Section
        10.02. Prohibited
        Transactions and Activities.

       

      Neither
        the Depositor, the Master Servicer nor the Trustee shall sell, dispose of,
        or
        substitute for any of the Mortgage Loans, except in a disposition pursuant
        to
        (i) the foreclosure of a Mortgage Loan, (ii) the bankruptcy of the Trust
        Fund,
        (iii) the termination of the REMIC holding such Mortgage Loan pursuant to
        Article VII of this Agreement, (iv) a substitution pursuant to Article II
        of
        this Agreement, or (v) a repurchase of Mortgage Loans pursuant to Article
        II of
        this Agreement, nor acquire any assets for any REMIC, nor sell or dispose
        of any
        investments in the Certificate Account for gain, nor accept any contributions
        to
        any REMIC after the Closing Date (other than, if applicable, any contributions
        from the Funding Account as provided in Section 5.06 hereof), unless it has
        received an Opinion of Counsel (at the expense of the party causing such
        sale,
        disposition, or substitution), a copy of which shall be provided to any NIMS
        Insurer, that such disposition, acquisition, substitution, or acceptance
        will
        not (a) affect adversely the status of such REMIC as a REMIC or of the
        Certificates other than the Residual Certificates as the regular interests
        therein, (b) affect the distribution of interest or principal on the
        Certificates, (c) result in the encumbrance of the assets transferred or
        assigned to the Trust Fund (except pursuant to the provisions of this Agreement)
        or (d) cause such REMIC to be subject to a tax on prohibited transactions
        or
        prohibited contributions pursuant to the REMIC Provisions.

       

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

       

      In
        the
        event that a REMIC fails to qualify as a REMIC, loses its status as a REMIC,
        or
        incurs federal, state or local taxes as a result of a prohibited transaction
        or
        prohibited contribution under the REMIC Provisions due to the negligent
        performance by the Trustee of its duties and obligations set forth herein,
        the
        Trustee shall indemnify the NIMS Insurer and the Holder of the related Residual
        Certificate against any and all losses, claims, damages, liabilities or expenses
        (“Losses”) resulting from such negligence; provided, however, that the Trustee
        shall not be liable for any such Losses attributable to the action or inaction
        of the Master Servicer, the NIMS Insurer, the Depositor, or the Holder of
        such
        Residual Certificate or any other party, as applicable, nor for any such
        Losses
        resulting from misinformation provided by the Master Servicer, the Holder
        of
        such Residual Certificate on which the Trustee has relied. The foregoing
        shall
        not be deemed to limit or restrict the rights and remedies of the Holder
        of such
        Residual Certificate now or hereafter existing at law or in equity.
        Notwithstanding the foregoing, however, in no event shall the Trustee have
        any
        liability 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, (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).

       


      
        
          
          

        

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

       

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

       


      
        
          
          

        

        
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      Section
        10.05.  WHFIT
        Provisions.

       

      (a) Each
        of
        the grantor trusts identified in Section 10.01(a) is a WHFIT that is a WHMT.
        The
        Trustee will report as required under the WHFIT Regulations to the extent
        such
        information as is reasonably necessary to enable the Trustee to do so is
        provided to the Trustee on a timely basis. The Trustee will not be liable
        for
        any tax reporting penalties that may arise under the WHFIT Regulations as
        a
        result of the Depositor incorrectly determining the status of the grantor
        trust
        as a WHFIT.

       

      (b) The
        Trustee will report required WHFIT information using either the cash or accrual
        method, except to the extent the WHFIT Regulations specifically require a
        different method. The Trustee will be under no obligation to determine whether
        any certificate holder uses the cash or accrual method. In addition, the
        Trustee
        will not be responsible or liable for providing subsequently amended, revised
        or
        updated information to any certificate holder, unless requested by the
        certificate holder or as required under applicable law.

       

      (c) The
        Trustee shall not be liable for failure to meet the reporting requirements
        of
        the WHFIT Regulations nor for any penalties thereunder if such failure is
        due
        to: (i) the lack of reasonably necessary information being provided to the
        Trustee or (ii) incomplete, inaccurate or untimely information being provided
        to
        the Trustee. Each owner of a class of securities representing, in whole or
        in
        part, beneficial ownership of an interest in a WHFIT, by acceptance of its
        interest in such class of securities, will be deemed to have agreed to provide
        the Trustee with information regarding any sale of such securities, including
        the price, amount of proceeds and date of sale. Absent receipt of such
        information, and unless informed otherwise by the Depositor, the Trustee
        will
        assume there is no secondary market trading of WHFIT interests.

       

      (d) To
        the
        extent required by the WHFIT Regulations, the Trustee will use reasonable
        efforts to publish on an appropriate website the CUSIPs for the certificates
        that represent ownership of a WHFIT. The CUSIPs so published will represent
        the
        Rule 144A CUSIPs. The Trustee will make reasonable good faith efforts to
        keep
        the website accurate and updated to the extent CUSIPs have been received.
        Absent
        the receipt of a CUSIP, the Trustee will use a reasonable identifier number
        in
        lieu of a CUSIP. The Trustee will not be liable for investor reporting delays
        that result from the receipt of inaccurate or untimely CUSIP
        information.42575.000001
        RICHMOND 1977882v2

       

      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.

       


      
        
          
          

        

        
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      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 any Holders or the Swap Counterparty (except to the extent that the rights
        or
        obligations of (1) the Swap Counterparty hereunder or (2) the Swap Counterparty
        under the Swap Agreement (or the ability of the Trustee on behalf of the
        Supplemental Interest Trust) to perform fully and timely its obligations
        under
        the Swap Agreement are affected thereby, in which case the prior written
        consent
        of the Swap Counterparty is required), (i) to cure any ambiguity, (ii) to
        cause
        the provisions herein to conform to or be consistent with or in furtherance
        of
        the statements made with respect to the Certificates, the Trust Fund or this
        Agreement in any Offering Document; or to correct or supplement any provision
        herein which may be inconsistent with any other provisions herein or with
        the
        provisions of any Servicing Agreement, (iii) to make any other provisions
        with
        respect to matters or questions arising under this Agreement or (iv) to add,
        delete, or amend any provisions to the extent necessary or desirable to comply
        with any requirements imposed by the Code and the REMIC Provisions as evidenced
        by an Opinion of Counsel. No such amendment effected pursuant to the preceding
        sentence shall, as evidenced by an Opinion of Counsel, result in an Adverse
        REMIC Event, nor shall such amendment effected pursuant to clause (iii) of
        such
        sentence adversely affect in any material respect the interests of any Holder.
        Prior to entering into any amendment without the consent of Holders pursuant
        to
        this paragraph, the Trustee, the Swap Counterparty and the NIMS Insurer may
        require an Opinion of Counsel (at the expense of the party requesting such
        amendment) to the effect that such amendment is permitted under this Section.
        Any such amendment shall be deemed not to adversely affect in any material
        respect any Holder, if the Trustee and the NIMS Insurer receive written
        confirmation from each Rating Agency that such amendment will not cause such
        Rating Agency to reduce, qualify or withdraw the then current rating assigned
        to
        the Certificates (and any Opinion of Counsel requested by the Trustee in
        connection with any such amendment may rely expressly on such confirmation
        as
        the basis therefor).

       

      (b) This
        Agreement may also be amended from time to time by the Depositor, the Master
        Servicer, the NIMS Insurer and the Trustee, but without the consent of the
        Swap
        Counterparty (except to the extent that the rights or obligations of (1)
        the
        Swap Counterparty hereunder or (2) the Swap Counterparty under the Swap
        Agreement (or the ability of the Trustee on behalf of the Supplemental Interest
        Trust) to perform fully and timely its obligations under the Swap Agreement
        are
        affected thereby, in which case the prior written consent of the Swap
        Counterparty is required) with the consent of the Holders of not less than
        66
        2/3% of the Class Principal Amount (or Percentage Interest) of each Class
        of
        Certificates affected thereby for the purpose of adding any provisions to
        or
        changing in any manner or eliminating any of the provisions of this Agreement
        or
        of modifying in any manner the rights of the Holders; provided, however,
        that no
        such amendment shall be made unless the Trustee receives an Opinion of Counsel
        addressed to the Trustee and the NIMS Insurer, at the expense of the party
        requesting the change, that such change will not cause an Adverse REMIC Event;
        and provided further, that no such amendment may (i) reduce in any manner
        the
        amount of, or delay the timing of, payments received on Mortgage Loans which
        are
        required to be distributed on any Certificate, without the consent of the
        Holder
        of such Certificate or (ii) reduce the aforesaid percentages of Class Principal
        Amount (or Percentage Interest) of Certificates of each Class, the Holders
        of
        which are required to consent to any such amendment without the consent of
        the
        Holders of 100% of the Class Principal Amount 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.

       


      
        
          
          

        

        
          181

          
            

          

        

        
          
          

        

      


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

       

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

       

      (e) Notwithstanding
        anything to the contrary in any Servicing Agreement, the Trustee shall not
        consent to any amendment of any Servicing Agreement unless (i) such amendment
        is
        effected pursuant to the standards provided in this Section with respect
        to
        amendment of this Agreement and (ii) except for a Permitted Servicing Amendment,
        any such amendment pursuant to Section 11.03(a)(iii) shall not be materially
        inconsistent with the provisions of such Servicing Agreement.

       

      (f) Notwithstanding
        anything to the contrary in this Section 11.03, this Agreement may be amended
        from time to time by the Depositor, the Master Servicer and the Trustee to
        the
        extent necessary, in the judgment of the Depositor and its counsel, to comply
        with the Securities Exchange Act of 1934, Regulation AB and any related rules
        and regulations.

       

      Section
        11.04. Voting
        Rights.

       

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

       

      Section
        11.05. Provision
        of Information.

       

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

       


      
        
          
          

        

        
          182

          
            

          

        

        
          
          

        

      


      (b) The
        Trustee will make available to any person to whom a Prospectus was delivered,
        upon the request of such person specifying the document or documents requested,
        (i) a copy (excluding exhibits) of any report on Form 8-K, Form 10-D or Form
        10-K filed with the Securities and Exchange Commission pursuant to Section
        6.20(c) and (ii) a copy of any other document incorporated by reference in
        the
        Prospectus to the extent that the Trustee has such documents in its possession
        or such documents are reasonably attainable by Trustee. Any reasonable
        out-of-pocket expenses incurred by the Trustee in providing copies of such
        documents shall be reimbursed by the Depositor.

       

      Section
        11.06. Governing
        Law.

       

      THIS
        AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
        NEW
        YORK, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL
        BE
        DETERMINED IN ACCORDANCE WITH SUCH LAWS WITHOUT REGARD TO CONFLICT OF LAWS
        PRINCIPLES APPLIED IN NEW YORK (OTHER THAN SECTION 5-1401 OF THE GENERAL
        OBLIGATIONS LAW).

       

      Section
        11.07. Notices.

       

      All
        demands, notices and communications hereunder shall be in writing and shall
        be
        deemed to have been duly given when delivered to such party at the relevant
        address, facsimile number or electronic mail address set forth below (or
        at such
        other address, facsimile number or electronic mail address as such party
        may
        designate from time to time by written notice in accordance with this
        Section 11.07): received by (a) in the case of the Depositor, Structured
        Asset Securities Corporation, 745 Seventh Avenue, 7th Floor, New York, New
        York
        10019, Attention: Mark Zusy, (b) in the case of the Certificate Registrar,
        its
        Corporate Trust Office, (c) in the case of the Trustee, the Corporate Trust
        Office, (d) in the case of the NIMS Insurer, if any, as set forth in the
        Indenture, (e) in the case of the Swap Counterparty, at the address therefore
        set forth in the Swap Agreement and (f) in the case of the Master Servicer,
        Aurora Loan Services LLC, 10350 Park Meadows Drive, Littleton, Colorado 80124;
        Attention: Master Servicing or as to each party such other address as may
        hereafter be furnished by such party to the other parties in writing. Any
        notice
        required or permitted to be mailed to a Holder shall be given by first class
        mail, postage prepaid, at the address of such Holder as shown in the Certificate
        Register. Any notice so mailed within the time prescribed in this Agreement
        shall be conclusively presumed to have been duly given, whether or not the
        Holder receives such notice.

      


      Section
        11.08. Severability
        of Provisions.

       

      If
        any
        one or more of the covenants, agreements, provisions or terms of this Agreement
        shall be for any reason whatsoever held invalid, then such covenants,
        agreements, provisions or terms shall be deemed severable from the remaining
        covenants, agreements, provisions or terms of this Agreement and shall in
        no way
        affect the validity or enforceability of the other provisions of this Agreement
        or of the Certificates or the rights of the Holders thereof.

       


      
        
          
          

        

        
          183

          
            

          

        

        
          
          

        

      


      Section
        11.09. Indulgences;
        No Waivers.

       

      Neither
        the failure nor any delay on the part of a party to exercise any right, remedy,
        power or privilege under this Agreement shall operate as a waiver thereof,
        nor
        shall any single or partial exercise of any right, remedy, power or privilege
        preclude any other or further exercise of the same or of any other right,
        remedy, power or privilege, nor shall any waiver of any right, remedy, power
        or
        privilege with respect to any occurrence be construed as a waiver of such
        right,
        remedy, power or privilege with respect to any other occurrence. No waiver
        shall
        be effective unless it is in writing and is signed by the party asserted
        to have
        granted such waiver.

       

      Section
        11.10. Headings
        Not To Affect Interpretation.

       

      The
        headings contained in this Agreement are for convenience of reference only,
        and
        they shall not be used in the interpretation hereof.

       

      Section
        11.11. Benefits
        of Agreement.

       

      Nothing
        in this Agreement or in the Certificates, express or implied, shall give
        to any
        Person, other than the parties to this Agreement and their successors hereunder,
        the Swap Counterparty and its successors and assigns under the Swap Agreement,
        the Holders of the Certificates, any benefit or any legal or equitable right,
        power, remedy or claim under this Agreement, except to the extent specified
        in
        Section 11.14.

       

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

       

      (a) The
        Depositor shall give prompt notice to the Rating Agencies and the Swap
        Counterparty of the occurrence of any of the following events of which it
        has
        notice:

       

      (i) any
        amendment to this Agreement pursuant to Section 11.03;

       

      (ii) any
        Assignment by the Master Servicer of its rights hereunder or delegation of
        its
        duties hereunder;

       

      (iii) the
        occurrence of any Event of Default described in Section 6.14;

       

      (iv) any
        notice of termination given to the Master Servicer pursuant to Section 6.14
        and
        any resignation of the Master Servicer hereunder;

       

      (v) the
        appointment of any successor to any Master Servicer pursuant to Section 6.14;
        and

       

      (vi) the
        making of a final payment pursuant to Section 7.02.

       


      
        
          
          

        

        
          184

          
            

          

        

        
          
          

        

      


      (b) All
        notices to the Rating Agencies provided for this Section shall be in writing
        and
        sent by first class mail, telecopy or overnight courier, as
        follows:

       

      If
        to
        Fitch, to:

      


      Fitch,
        Inc.

      1
        State
        Street Plaza

      New
        York,
        New York 10041

      


      If
        to
        S&P, to:

      


      Standard
        & Poor’s 

      55
        Water
        Street

      New
        York,
        New York 10041

      


      If
        to
        Moody’s:

      


      Moody’s
        Investors Service, Inc.

      99
        Church
        Street

      New
        York,
        New York 10007


      


      (c) The
        Trustee shall provide or make available to the Rating Agencies reports prepared
        pursuant to Section 4.03. In addition, the Trustee shall, at the expense
        of the
        Trust Fund, make available to each Rating Agency such information as such
        Rating
        Agency may reasonably request regarding the Certificates or the Trust Fund,
        to
        the extent that such information is reasonably available to the
        Trustee.

       

      Section
        11.13. Counterparts.

       

      This
        Agreement may be executed in one or more counterparts, each of which shall
        be
        deemed to be an original, and all of which together shall constitute one
        and the
        same instrument.

       

      Section
        11.14. Transfer
        of Servicing.

       

      The
        Seller agrees that it shall provide written notice to the Master Servicer,
        the
        NIMS Insurer and the Trustee thirty days prior to any transfer or assignment
        by
        the Seller of its rights under any Servicing Agreement or of the servicing
        thereunder or delegation of its rights or duties thereunder or any portion
        thereof to any Person other than the initial Servicer under such Servicing
        Agreement; provided
        that the
        Seller shall not be required to provide prior notice of any transfer of
        servicing that occurs within three months following the Closing Date to an
        entity that is a Servicer on the Closing Date. In addition, the ability of
        the
        Seller to transfer or assign its rights and delegate its duties under a
        Servicing Agreement or to transfer the servicing thereunder to a successor
        servicer shall be subject to the following conditions:

       


      
        
          
          

        

        
          185

          
            

          

        

        
          
          

        

      


      (i) Satisfaction
        of the conditions to such transfer as set forth in the Servicing Agreement
        including, without limitation, receipt of written consent of the Master Servicer
        to such transfer;

       

      (ii) Receipt
        of the written consent of the NIMS Insurer, such consent not to be unreasonably
        withheld;

       

      (iii) Such
        successor servicer must be qualified to service loans for FNMA or
        FHLMC;

       

      (iv) Such
        successor servicer must satisfy the seller/servicer eligibility standards
        in the
        applicable Servicing Agreement, exclusive of any experience in mortgage loan
        origination, and must be reasonably acceptable to the Master Servicer, whose
        approval shall not be unreasonably withheld;

       

      (v) Such
        successor servicer must execute and deliver to the Trustee and the Master
        Servicer an agreement, in form and substance reasonably satisfactory to the
        Trustee and the Master Servicer, that contains an assumption by such successor
        servicer of the due and punctual performance and observance of each covenant
        and
        condition to be performed and observed by the applicable Servicer under the
        applicable Servicing Agreement or, in the case of a transfer of servicing
        to a
        party that is already a Servicer pursuant to this Agreement, an agreement
        to add
        the related Mortgage Loans to the Servicing Agreement already in effect with
        such Servicer;

       

      (vi) If
        the
        successor servicer is not a Servicer of Mortgage Loans at the time of such
        transfer, there must be delivered to the Trustee a letter from each Rating
        Agency to the effect that such transfer of servicing will not result in a
        qualification, withdrawal or downgrade of the then-current rating of any
        of the
        Certificates;

       

      (vii) The
        Seller shall, at its cost and expense, take such steps, or cause the terminated
        Servicer to take such steps, as may be necessary or appropriate to effectuate
        and evidence the transfer of the servicing of the Mortgage Loans to such
        successor servicer, including, but not limited to, the following: (A) to
        the
        extent required by the terms of the Mortgage Loans and by applicable federal
        and
        state laws and regulations, the Seller shall cause the prior Servicer to
        timely
        mail to each obligor under a Mortgage Loan any required notices or disclosures
        describing the transfer of servicing of the Mortgage Loans to the successor
        servicer; (B) prior to the effective date of such transfer of servicing,
        the
        Seller shall cause the prior Servicer to transmit to any related insurer
        notification of such transfer of servicing; (C) on or prior to the effective
        date of such transfer of servicing, the Seller shall cause the prior Servicer
        to
        deliver to the successor servicer all Mortgage Loan Documents and any related
        records or materials; (D) on or prior to the effective date of such transfer
        of
        servicing, the Seller shall cause the prior Servicer to transfer to the
        successor servicer, or, if such transfer occurs after a Remittance Date but
        before the next succeeding Deposit Date, to the Master Servicer, all funds
        held
        by the applicable Servicer in respect of the Mortgage Loans; (E) on or prior
        to
        the effective date of such transfer of servicing, the Seller shall cause
        the
        prior Servicer to, after the effective date of the transfer of servicing
        to the
        successor servicer, continue to forward to such successor servicer, within
        one
        Business Day of receipt, the amount of any payments or other recoveries received
        by the prior Servicer, and to notify the successor servicer of the source
        and
        proper application of each such payment or recovery; and (F) the Seller shall
        cause the prior Servicer to, after the effective date of transfer of servicing
        to the successor servicer, continue to cooperate with the successor servicer
        to
        facilitate such transfer in such manner and to such extent as the successor
        servicer may reasonably request.

       


      
        
          
          

        

        
          186

          
            

          

        

        
          
          

        

      


      Section
        11.15. Conflicts.

       

      To
        the
        extent that the terms of this Agreement conflict with the terms of any Servicing
        Agreement, the related Servicing Agreement shall govern, unless such provisions
        shall adversely affect the Trustee or the Trust Fund or the status of any
        REMIC
        created hereunder as a REMIC, provided that nothing in this Section 11.15
        shall
        be construed to limit the rights or obligations of the Master Servicer under
        Section 9.05 of this Agreement.

       

      Section
        11.16. Third
        Party Rights.

       

      The
        NIMS
        Insurer shall be deemed a third-party beneficiary of this Agreement to the
        same
        extent as if it were a party hereto, and shall have the right to enforce
        the
        provisions of this Agreement.

       

      [SIGNATURE
        PAGE IMMEDIATELY FOLLOWS]

       

      
        
          
          

        

        
          187

          
            

          

        

        
          
          

        

      

      


      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

       

      


      WELLS
        FARGO BANK, N.A., 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

      

      


      


      


      


      


      Solely
        for purposes of Sections 2.05 and 11.14,

      accepted
        and agreed to by:

       

      LEHMAN
        BROTHERS HOLDINGS INC.

      
 

      
        By:
          ____________________________________

        Name:
          Ellen Kiernan

        Title:
          Authorized Signatory

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    
 

    EXHIBIT
      A

     

    FORMS
      OF
      CERTIFICATES

     

    See
      Tab
      27

    


    



    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    



    EXHIBIT
      B-1

    


    FORM
      OF
      INITIAL CERTIFICATION

    
       

      _________________

      Date

    

     

    Wells
      Fargo Bank, N.A.

    Client
      Service Manager (SARM 2007-6)

    9062
      Old
      Annapolis Road

    Columbia
      MD 21045

    


    Structured
      Asset Securities Corporation

    745
      Seventh Avenue, 7th Floor

    New
      York,
      New York 10019

     

    Aurora
      Loan Services LLC

    10350
      Park Meadows Drive, 

    Littleton,
      Colorado 80124

     

    [NIMS
      Insurer, if applicable]

     

    
      	 	
              Re:

            	
              Trust
                Agreement (the “Trust Agreement”), dated as of June 1, 2007 among
                Structured Asset Securities Corporation, as Depositor, Aurora Loan
                Services LLC, as Master Servicer and Wells Fargo Bank, N.A., as Trustee,
                with respect to Structured Adjustable Rate Mortgage Loan Trust Mortgage
                Pass-Through Certificates, Series
                2007-6

            


    

    


    Ladies
      and Gentlemen:

     

    In
      accordance with Section 2.02(a) of the Trust Agreement, subject to review of
      the
      contents thereof, the undersigned, as Custodian on behalf of the Trustee, hereby
      certifies that it (or its custodian) has received the documents listed in
      Section 2.01(b) of the Trust Agreement for each Mortgage File pertaining to
      each
      Mortgage Loan listed on Schedule A, to the Trust Agreement, subject to any
      exceptions noted on Schedule I hereto.

     

    Capitalized
      words and phrases used herein and not otherwise defined herein shall have the
      respective meanings assigned to them in the Trust Agreement. This Certificate
      is
      subject in all respects to the terms of Section 2.02 of the Trust Agreement
      and
      the Trust Agreement sections cross-referenced therein.

     

    [Custodian],
      on behalf of

    Wells
      Fargo Bank, N.A.,

    as
      Trustee

     

    By:_________________________________

    Name:

    Title:

    



    
      
        
        

      

      
        B-1-1

        
          

        

      

      
        
        

      

    



    EXHIBIT
      B-2

     

    FORM
      OF
      INTERIM CERTIFICATION

    
      
         

        _________________

        Date

      

       

    

    Wells
      Fargo Bank, N.A.

    Client
      Service Manager (SARM 2007-6)

    9062
      Old
      Annapolis Road

    Columbia
      MD 21045

    


    Structured
      Asset Securities Corporation

    745
      Seventh Avenue, 7th Floor

    New
      York,
      New York 10019

     

    Aurora
      Loan Services LLC

    10350
      Park Meadows Drive

    Littleton,
      Colorado 80124


     

    [NIMS
      Insurer, if applicable]

     

    
      	 	
              Re:

            	
              Trust
                Agreement (the “Trust Agreement”), dated as of June 1, 2007 among
                Structured Asset Securities Corporation, as Depositor, Aurora Loan
                Services LLC, as Master Servicer and Wells Fargo Bank, N.A., as Trustee,
                with respect to Structured Adjustable Rate Mortgage Loan Trust Mortgage
                Pass-Through Certificates, Series
                2007-6

            


    

    


    Ladies
      and Gentlemen:

    


    In
      accordance with Section 2.02(b) of the Trust Agreement, the undersigned, as
      Custodian on behalf of the Trustee, hereby certifies that as to each Mortgage
      Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid
      in
      full or listed on Schedule I hereto) it (or its custodian) has received the
      applicable documents listed in Section 2.01(b) of the Trust
      Agreement.

     

    The
      undersigned hereby certifies that as to each Mortgage Loan identified on the
      Mortgage Loan Schedule, other than any Mortgage Loan listed on Schedule I
      hereto, it has reviewed the documents identified above and has determined that
      each such document appears regular on its face and appears to relate to the
      Mortgage Loan identified in such document.

     

    Capitalized
      words and phrases used herein shall have the respective meanings assigned to
      them in the Trust Agreement. This Certificate is qualified in all respects
      by
      the terms of said

     

    Trust
      Agreement including, but not limited to, Section 2.02(b).

    


     

    [Custodian],
      on behalf of

    Wells
      Fargo Bank, N.A.,

    as
      Trustee

     

    By:_____________________________________

    Name:

    Title:

    



    
      
        
        

      

      
        B-2-1

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
      B-3

     

    FORM
      OF
      FINAL CERTIFICATION

    
       

      _________________

      Date

    

     

    Wells
      Fargo Bank, N.A.

    Client
      Service Manager (SARM 2007-6)

    9062
      Old
      Annapolis Road

    Columbia
      MD 21045

    


    Structured
      Asset Securities Corporation

    745
      Seventh Avenue, 7th Floor

    New
      York,
      New York 10019

     

    Aurora
      Loan Services LLC

    10350
      Park Meadows Drive

    Littleton,
      Colorado 80124

     

    [NIMS
      Insurer, if applicable]

     

    
      	 	
              Re:

            	
              Trust
                Agreement (the “Trust Agreement”), dated as of June 1, 2007 among
                Structured Asset Securities Corporation, as Depositor, Aurora Loan
                Services LLC, as Master Servicer and Wells Fargo Bank, N.A., as Trustee,
                with respect to Structured Adjustable Rate Mortgage Loan Trust Mortgage
                Pass-Through Certificates, Series
                2007-6

            


    

    


    Ladies
      and Gentlemen:

    In
      accordance with Section 2.02(d) of the Trust Agreement, the undersigned, as
      Custodian on behalf of the Trustee, hereby certifies that as to each Mortgage
      Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid
      in
      full or listed on Schedule I hereto) it (or its custodian) has received the
      applicable documents listed in Section 2.01(b) of the Trust
      Agreement.

     

    The
      undersigned hereby certifies that as to each Mortgage Loan identified on the
      Mortgage Loan Schedule, other than any Mortgage Loan listed on Schedule I
      hereto, it has reviewed the documents listed above and has determined that
      each
      such document appears to be complete and, based on an examination of such
      documents, the information set forth in the Mortgage Loan Schedule is
      correct.

     

    Capitalized
      words and phrases used herein shall have the respective meanings assigned to
      them in the Trust Agreement. This Certificate is qualified in all respects
      by
      the terms of said

     

    Trust
      Agreement.

    [Custodian],
      on behalf of

    Wells
      Fargo Bank, N.A.,

    as
      Trustee

     

    By:_____________________________________

    Name:

    Title:

    


    


     


    
      
        
        

      

      
        B-3-1

        
          

        

      

      
        
        

      

    



    EXHIBIT
      B-4

     

    FORM
      OF
      ENDORSEMENT

     

    Pay
      to
      the order of Wells Fargo Bank, N.A., as trustee (the “Trustee”) under the Trust
      Agreement dated as of June 1, 2007, among Structured Asset Securities
      Corporation, as Depositor, Aurora Loan Services LLC, as Master Servicer and
      the
      Trustee relating to Structured Adjustable Rate Mortgage Loan Trust Mortgage
      Pass-Through Certificates, Series 2007-6, 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 among Structured Asset
      Securities Corporation, as Depositor, Aurora Loan Services LLC, as Master
      Servicer and you, as Trustee (the “Trust Agreement”), the undersigned Master
      Servicer hereby requests a release of the Mortgage File held by you as Trustee
      with respect to the following described Mortgage Loan for the reason indicated
      below.

     

    Mortgagor’s
      Name:

     

    Address:

     

    Loan
      No.:

     

    Reason
      for requesting file:

     

    
      	
              1.

            	
              Mortgage
                Loan paid in full. (The Master Servicer hereby certifies that all
                amounts
                received in connection with the loan have been or will be credited
                to the
                Collection Account or the Certificate Account (whichever is applicable)
                pursuant to the Trust Agreement.)

            


    

     

    
      	
              2.

            	
              The
                Mortgage Loan is being foreclosed.

            


    

     

    
      	
              3.

            	
              Mortgage
                Loan substituted. (The Master Servicer hereby certifies that a Qualifying
                Substitute Mortgage Loan has been assigned and delivered to you along
                with
                the related Mortgage File pursuant to the Trust
                Agreement.)

            


    

     

    
      	
              4.

            	
              Mortgage
                Loan repurchased. (The Master Servicer hereby certifies that the
                Purchase
                Price (FPD Purchase Price in the case of a First Payment Default
                Mortgage
                Loan or EPD Purchase Price in the case of a Early Payment Default
                Mortgage
                Loan) has been credited to the Collection Account or the Certificate
                Account (whichever is applicable) pursuant to the Trust
                Agreement.)

            


    

     

    
      	
              5.

            	
              Other.
                (Describe)

            


    

     


    
      
        
        

      

      
        C-1

        
          

        

      

      
        
        

      

    


    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.

     

    _____________________________________

    [Name
      of
      Master Servicer]

     

    By:__________________________________

    Name:

    Title:
      Servicing Officer

     


    
      
        
        

      

      
        C-2

        
          

        

      

      
        
        

      

    



    EXHIBIT
      D-1

     

    FORM
      OF
      RESIDUAL CERTIFICATE TRANSFER AFFIDAVIT (TRANSFEREE)

     

    
      	
              STATE
                OF

            	
              )

            
	
            	
              )
                ss.:

            
	
              COUNTY
                OF

            	
              )

            


    

     

    [NAME
      OF
      OFFICER], _________________ being first duly sworn, deposes and
      says:

     

    That
      he
      [she] is [title of officer] ________________________ of [name of Purchaser]
      _________________________________________ (the “Purchaser”), a
      _______________________ [description of type of entity] duly organized and
      existing under the laws of the [State of __________] [United States], on behalf
      of which he [she] makes this affidavit.

     

    
      	
              1.

            	
              That
                the Purchaser’s Taxpayer Identification Number is
                ______________.

            


    

     

    
      	
              2.

            	
              That
                the Purchaser is not a “disqualified organization” within the meaning of
                Section 860E(e)(5) of the Internal Revenue Code of 1986, as amended
                (the
                “Code”) and will not be a “disqualified organization” as of
                __________________ [date of transfer], and that the Purchaser is
                not
                acquiring a Residual Certificate (as defined in the Agreement) for
                the
                account of, or as agent (including a broker, nominee, or other middleman)
                for, any person or entity from which it has not received an affidavit
                substantially in the form of this affidavit. For these purposes,
                a
                “disqualified organization” means the United States, any state or
                political subdivision thereof, any foreign government, any international
                organization, any agency or instrumentality of any of the foregoing
                (other
                than an instrumentality if all of its activities are subject to tax
                and a
                majority of its board of directors is not selected by such governmental
                entity), any cooperative organization furnishing electric energy
                or
                providing telephone service to persons in rural areas as described
                in Code
                Section 1381(a)(2)(C), any “electing large partnership” within the meaning
                of Section 775 of the Code, or any organization (other than a farmers’
                cooperative described in Code Section 521) that is exempt from federal
                income tax unless such organization is subject to the tax on unrelated
                business income imposed by Code Section
                511.

            


    

     

    
      	
              3.

            	
              That
                the Purchaser is not, and on _______________ [date of transfer] will
                not
                be, an employee benefit plan or arrangement subject to Title I of
                the
                Employee Retirement Income Security Act of 1974, as amended (“ERISA”), a
                plan subject to Section 4975 of the Internal Revenue Code of 1986,
                as
                amended (the “Code”) or a plan subject to any provisions under any
                federal, state, local, non-U.S. or other laws or regulations that
                are
                substantively similar to the foregoing provisions of ERISA or the
                Code
                (collectively, a “Plan”), and is not directly or indirectly acquiring the
                Residual Certificate for, on behalf of or with any assets of any
                such
                Plan.

            


    

     


    
      
        
        

      

      
        D-1-1

        
          

        

      

      
        
        

      

    


    
      	
              4.

            	
              That
                the Purchaser hereby acknowledges that under the terms of the Trust
                Agreement (the “Agreement”) among Structured Asset Securities Corporation,
                Wells Fargo Bank, N.A., as Trustee and Aurora Loan Services LLC,
                as Master
                Servicer, dated as of June 1, 2007, no transfer of a Residual Certificate
                shall be permitted to be made to any person unless the Depositor
                and the
                Trustee have received a certificate from such transferee containing
                the
                representations in paragraphs 2, 3 and 4
                hereof.

            


    

     

    
      	
              5.

            	
              That
                the Purchaser does not hold REMIC residual securities as nominee
                to
                facilitate the clearance and settlement of such securities through
                electronic book-entry changes in accounts of participating organizations
                (such entity, a “Book-Entry
                Nominee”).

            


    

     

    
      	
              6.

            	
              That
                the Purchaser does not have the intention to impede the assessment
                or
                collection of any federal, state or local taxes legally required
                to be
                paid with respect to such Residual Certificate, and that the Purchaser
                has
                provided financial statements or other financial information requested
                by
                the transferor in connection with the transfer of the Residual Certificate
                in order to permit the transferor to assess the financial capability
                of
                the Purchaser to pay such taxes.

            


    

     

    
      	
              7.

            	
              That
                the Purchaser will not transfer a Residual Certificate to any person
                or
                entity (i) as to which the Purchaser has actual knowledge that the
                requirements set forth in paragraph 2, paragraph 5 or paragraph 9
                hereof
                are not satisfied or that the Purchaser has reason to believe does
                not
                satisfy the requirements set forth in paragraph 6 hereof, and (ii)
                without
                obtaining from the prospective Purchaser an affidavit substantially
                in
                this form and providing to the Trustee a written statement substantially
                in the form of Exhibit D-2 to the
                Agreement.

            


    

     

    
      	
              8.

            	
              That
                the Purchaser understands that, as the holder of a Residual Certificate,
                the Purchaser may incur tax liabilities in excess of any cash flows
                generated by the interest and that it intends to pay taxes associated
                with
                holding such Residual Certificate as they become
                due.

            


    

     

    
      	
              9.

            	
              That
                the Purchaser (i) is a U.S. Person or (ii) is a Non-U.S. Person that
                holds
                a Residual Certificate in connection with the conduct of a trade
                or
                business within the United States and has furnished the transferor
                and the
                Trustee with an effective Internal Revenue Service Form W-8 ECI
                (Certificate of Foreign Person’s Claim for Exemption From Withholding on
                Income Effectively Connected with the Conduct of a Trade or Business
                in
                the United States) or successor form at the time and in the manner
                required by the Code. “Non-U.S. Person” means any person other than (i) a
                citizen or resident of the United States; (ii) a corporation (or
                entity
                treated as a corporation for tax purposes) created or organized in
                the
                United States or under the laws of the United States or of any state
                thereof, including, for this purpose, the District of Columbia; (iii)
                a
                partnership (or entity treated as a partnership for tax purposes)
                organized in the United States or under the laws of the United States
                or
                of any state thereof, including, for this purpose, the District of
                Columbia (unless provided otherwise by future Treasury regulations);
                (iv)
                an estate whose income is includible in gross income for United States
                income tax purposes regardless of its source; (v) a trust, if a court
                within the United States is able to exercise primary supervision
                over the
                administration of the trust and one or more U.S. Persons have authority
                to
                control all substantial decisions of the trust or; (vi) and, to the
                extent
                provided in Treasury regulations, certain trusts in existence prior
                to
                August 20, 1996 that are treated as United States persons prior to
                such
                date and elect to continue to be treated as United States
                persons.

            


    

     

    
      
        
        

      

      
        D-1-2

        
          

        

      

      
        
        

      

    

     

    
      	
              10.

            	
              That
                the Purchaser agrees to such amendments of the Trust Agreement as
                may be
                required to further effectuate the restrictions on transfer of any
                Residual Certificate to such a “disqualified organization,” an agent
                thereof, a Book-Entry Nominee, or a person that does not satisfy
                the
                requirements of paragraph 6 and paragraph 9
                hereof.

            


    

     

    
      	
              11.

            	
              That
                the Purchaser consents to the designation of the Trustee as its agent
                to
                act as “tax matters person” of the Trust Fund pursuant to the Trust
                Agreement.

            


    

     

    Terms
      used in this transfer affidavit which are not otherwise defined herein have
      the
      respective meanings assigned thereto in the Trust Agreement.

     


    
      
        
        

      

      
        D-1-3

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Purchaser has caused this instrument to be executed on
      its
      behalf, pursuant to authority of its Board of Directors, by its [title of
      officer] this _____ day of __________, 20__.

     

    ______________________________________

    [name
      of
      Purchaser]

     

    By:___________________________________

    Name:

    Title:

     

    Personally
      appeared before me the above-named [name of officer] ________________, known
      or
      proved to me to be the same person who executed the foregoing instrument and
      to
      be the [title of officer] _________________ of the Purchaser, and acknowledged
      to me that he [she] executed the same as his [her] free act and deed and the
      free act and deed of the Purchaser.

     

    Subscribed
      and sworn before me this _____ day of __________, 20__.

     

    NOTARY
      PUBLIC

     

    _________________________________

     

    COUNTY
      OF_____________________

     

    STATE
      OF_______________________

     

    My
      commission expires the _____ day of __________, 20__.


    
      
        
        

      

      
        D-1-4

        
          

        

      

      
        
        

      

    



    EXHIBIT
      D-2

     

    FORM
      OF
      RESIDUAL CERTIFICATE TRANSFER AFFIDAVIT (TRANSFEROR)

    
       

      _________________

      Date

    

    
    

    
      	 	
              Re:

            	
              Structured
                Adjustable Rate Mortgage Loan Trust Mortgage Pass-Through Certificates,
                Series 2007-6

            


    

     

    


    _______________________
      (the “Transferor”) has reviewed the attached affidavit of
      _____________________________ (the “Transferee”), and has no actual knowledge
      that such affidavit is not true and has no reason to believe that the
      information contained in paragraph 6 thereof is not true, and has no reason
      to
      believe that the Transferee has the intention to impede the assessment or
      collection of any federal, state or local taxes legally required to be paid
      with
      respect to a Residual Certificate. In addition, the Transferor has conducted
      a
      reasonable investigation at the time of the transfer and found that the
      Transferee had historically paid its debts as they came due and found no
      significant evidence to indicate that the Transferee will not continue to pay
      its debts as they become due.

     

    Very
      truly yours,

     

    _______________________________

    Name:

    Title:


    
      
        
        

      

      
        D-2-1

        
          

        

      

      
        
        

      

    



    EXHIBIT
      E

     

    SERVICING
      AGREEMENTS


    


    1.
      Servicing Agreement, dated as of June 1, 2007, by and between Lehman Brothers
      Holdings Inc., as seller, Aurora Loan Services LLC, as servicer and Aurora
      Loan
      Services LLC, as Master Servicer.

     

    2.
      Transfer Notice dated as of May 1, 2007 by and between Lehman Brothers Holdings,
      Inc. as seller and Colonial Savings, F.A., as servicer, supplementing that
      certain Correspondent Servicing Agreement, dated as of March 7, 2002, as amended
      by that certain Amendment Reg AB to the Correspondent Servicing Agreement
among
      Colonial Savings, F.A., Lehman Brothers Bank, FSB,
      and
      Aurora Loan Services Inc.

    


    3.
      Reconstituted Servicing Agreement dated as of June 1, 2007 by and between Lehman
      Brothers Holdings Inc., as seller, and GreenPoint Mortgage Funding, Inc. as
      servicer, and acknowledged by Aurora Loan Services LLC, as master servicer
      and
Wells
      Fargo Bank, N.A.,
      solely
      in its capacity as Trustee, reconstituting that certain Amended and Restated
      Flow Mortgage Loan Purchase, Warranties and Servicing Agreement, dated January
      1, 2007 by and between Lehman Brothers Bank, FBS as purchaser and GreenPoint
      Mortgage Funding, Inc. as seller.

    


    4.
      Reconstituted Servicing Agreement, dated as of June 1, 2007, by and between
      Lehman Brothers Holdings Inc., as seller, and Residential Funding Company,
      LLC
      and acknowledged by Aurora Loan Services LLC, as master servicer and Wells
      Fargo
      Bank, N.A, solely in its capacity as Trustee, reconstituting that certain Sale
      and Servicing Agreement, dated as of February 1, 2007, by and between Lehman
      Brothers Bank, FBS as purchaser and Residential Funding Company,
      LLC.

     

    


    


    


    



    
      
        
        

      

      
        E-1

        
          

        

      

      
        
        

      

    



    EXHIBIT
      F

     

    FORM
      OF
      RULE 144A TRANSFER CERTIFICATE

     

    
      	
            	Re:	
              Structured
                Adjustable Rate Mortgage Loan Trust Mortgage Pass-Through 

              Certificates,
                Series 2007-6

            


    

     

    Reference
      is hereby made to the Trust Agreement (the “Trust Agreement”), dated as of June
      1, 2007 among Structured Asset Securities Corporation, as Depositor, Aurora
      Loan
      Services LLC, as Master Servicer and Wells Fargo Bank, N.A., as Trustee.
      Capitalized terms used but not defined herein shall have the meanings given
      to
      them in the Trust Agreement.

     

    This
      letter relates to $_________ initial Certificate Principal Amount of Class
          
      Certificates
      which are held in the form of Definitive Certificates registered in the name
      of
                                
      (the
“Transferor”). The Transferor has requested a transfer of such Definitive
      Certificates for Definitive Certificates of such Class registered in the name
      of
      [insert name of transferee].

     

    In
      connection with such request, and in respect of such Certificates, the
      Transferor hereby certifies that such Certificates are being transferred in
      accordance with (i) the transfer restrictions set forth in the Trust Agreement
      and the Certificates and (ii) Rule 144A under the Act to a purchaser that the
      Transferor reasonably believes is a “qualified institutional buyer” within the
      meaning of Rule 144A purchasing for its own account or for the account of a
      “qualified institutional buyer”, which purchaser is aware that the sale to it is
      being made in reliance upon Rule 144A, in a transaction meeting the requirements
      of Rule 144A and in accordance with any applicable securities laws of any state
      of the United States or any other applicable jurisdiction.

     

    This
      certificate and the statements contained herein are made for the benefit of
      the
      Trustee, the Placement Agent and the Depositor.

     

    ________________________________________

    [Name
      of
      Transferor]

     

    By:_____________________________________

    Name:

    Title:

     

    Dated:
      __________________, ________


    
      
        
        

      

      
        F-1

        
          

        

      

      
        
        

      

    



    EXHIBIT
      G

     

    FORM
      OF
      PURCHASER’S LETTER FOR

    INSTITUTIONAL
      ACCREDITED INVESTOR

    
       

      _________________

      Date

    

    
    

    Dear
      Sirs:

     

    In
      connection with our proposed purchase of $______________ principal amount of
      Structured Adjustable Rate Mortgage Loan Trust Mortgage Pass-Through
      Certificates, Series 2007-6 (the “Privately Offered Certificates”) of Structured
      Asset Securities Corporation (the “Depositor”) which are held in the form of
      Definitive Certificates, we confirm that:

     

    1. We
      understand that the Privately Offered Certificates have not been, and will
      not
      be, registered under the Securities Act of 1933, as amended (the “Securities
      Act”), and may not be sold except as permitted in the following sentence. We
      agree, on our own behalf and on behalf of any accounts for which we are acting
      as hereinafter stated, that if we should sell any Privately Offered Certificates
      within two years of the later of the date of original issuance of the Privately
      Offered Certificates or the last day on which such Privately Offered
      Certificates are owned by the Depositor or any affiliate of the Depositor (which
      includes the Placement Agent) we will do so only (A) to the Depositor, (B)
      to
“qualified institutional buyers” (within the meaning of Rule 144A under the
      Securities Act) in accordance with Rule 144A under the Securities Act (“QIBs”),
      (C) pursuant to the exemption from registration provided by Rule 144 under
      the
      Securities Act, or (D) to an institutional “accredited investor” within the
      meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities
      Act that is not a QIB (an “Institutional Accredited Investor”) which, prior to
      such transfer, delivers to the Trustee under the Trust Agreement (the “Trust
      Agreement”), dated as of June 1, 2007 among Structured Asset Securities
      Corporation, as Depositor, Aurora Loan Services LLC, as Master Servicer and
      Wells Fargo Bank, N.A., as Trustee, a signed letter in the form of this letter;
      and we further agree, in the capacities stated above, to provide to any person
      purchasing any of the Privately Offered Certificates from us a notice advising
      such purchaser that resales of the Privately Offered Certificates are restricted
      as stated herein.

     

    2. We
      understand that, in connection with any proposed resale of any Privately Offered
      Certificates to an Institutional Accredited Investor, we will be required to
      furnish to the Trustee, the Certificate Registrar and the Depositor a
      certification from such transferee in the form hereof to confirm that the
      proposed sale is being made pursuant to an exemption from, or in a transaction
      not subject to, the registration requirements of the Securities Act. We further
      understand that the Privately Offered Certificates purchased by us will bear
      a
      legend to the foregoing effect.

     

    3. We
      are
      acquiring the Privately Offered Certificates for investment purposes and not
      with a view to, or for offer or sale in connection with, any distribution in
      violation of the Securities Act. We have such knowledge and experience in
      financial and business matters as to be capable of evaluating the merits and
      risks of our investment in the Privately Offered Certificates, and we and any
      account for which we are acting are each able to bear the economic risk of
      such
      investment.

     


    
      
        
        

      

      
        G-1

        
          

        

      

      
        
        

      

    


    4. We
      are an
      Institutional Accredited Investor and we are acquiring the Privately Offered
      Certificates purchased by us for our own account or for one or more accounts
      (each of which is an Institutional Accredited Investor) as to each of which
      we
      exercise sole investment discretion.

     

    5. We
      have
      received such information as we deem necessary in order to make our investment
      decision.

     

    6. If
      we are
      acquiring an ERISA-Restricted Certificate, we are not a Plan and we are not
      acquiring the ERISA-Restricted Certificate for, on behalf of or with any assets
      of a Plan, except as may be permitted pursuant to Section 3.03(d) of the Trust
      Agreement.

     

    Terms
      used in this letter which are not otherwise defined herein have the respective
      meanings assigned thereto in the Trust Agreement.

     

    You
      and
      the Depositor and the Trustee are entitled to rely upon this letter and are
      irrevocably authorized to produce this letter or a copy hereof to any interested
      party in any administrative or legal proceeding or official inquiry with respect
      to the matters covered hereby.

     

    Very
      truly yours,

     

    __________________________________

    [Purchaser]

     

    By________________________________

    Name:

    Title:

     


    
      
        
        

      

      
        G-2

        
          

        

      

      
        
        

      

    



    EXHIBIT
      H

     

    [FORM
      OF
      ERISA TRANSFER AFFIDAVIT]

     

    
      	
              STATE
                OF NEW YORK

            	
              )

            
	 	
              )
                ss.:

            
	
              COUNTY
                OF NEW YORK

            	
              )

            


    

     

    The
      undersigned, being first duly sworn, deposes and says as follows:

     

    1. The
      undersigned is the ______________________ of (the “Investor”), a [corporation
      duly organized] and existing under the laws of __________, on behalf of which
      he
      makes this affidavit.

     

    2. The
      Investor in an ERISA-Restricted Certificate (A) is not, and on _______________
      [date of transfer] will not be, an employee benefit plan or arrangement subject
      to Title I of the Employee Retirement Income Security Act of 1974, as amended
      (“ERISA”), a plan subject to Section 4975 of the Internal Revenue Code of 1986,
      as amended (the “Code”) or a plan subject to any provisions under any federal,
      state, local, non-U.S. or other laws or regulations that are substantively
      similar to the foregoing provisions of ERISA or the Code (“Similar Law”)
      (collectively, a “Plan”), and is not directly or indirectly acquiring the
      Certificate for, on behalf of or with any assets of any such Plan, (B) if the
      Certificate has been the subject of an ERISA-Qualifying Underwriting, is an
      insurance company that is acquiring the Certificate with assets of an “insurance
      company general account” as defined in Section V(E) of Prohibited Transaction
      Class Exemption (“PTCE”) 95-60 and the acquisition and holding of the
      Certificate are covered and exempt under Sections I and III of PTCE 95-60,
      or
      (C) solely in the case of a Definitive Certificate, shall herewith deliver
      an
      Opinion of Counsel satisfactory to the Certificate Registrar, the Trustee and
      the Depositor, and upon which the Trustee, the Certificate Registrar and the
      Depositor shall be entitled to rely, to the effect that the acquisition and
      holding of such Certificate by the Investor will not result in a nonexempt
      prohibited transaction under Title I of ERISA or Section 4975 of the Code,
      or a
      violation of Similar Law, and will not subject the Trustee, the Master Servicer,
      the Certificate Registrar, any Servicer or the Depositor to any obligation
      in
      addition to those undertaken by such entities in the Trust Agreement, which
      Opinion of Counsel shall not be an expense of the Trustee, the Master Servicer,
      the Certificate Registrar, any Servicer or the Depositor.

     

    3. Either
      (i) the Investor in a ERISA-Restricted Swap Certificate is not, and is not
      acting for, on behalf of or with any assets of, an employee benefit plan or
      other arrangement subject to Title I of ERISA or plan subject to Section 4975
      of
      the Code, or (ii) until the termination of the Swap Agreement, the acquisition
      and holding of such Certificate will
      not
      constitute or result in a nonexempt prohibited transaction under Title I of
      ERISA or Section 4975 of the Code.

     

    4. The
      Investor hereby acknowledges that under the terms of the Trust Agreement (the
      “Agreement”) among Structured Asset Securities Corporation, as Depositor, Aurora
      Loan Services LLC, as Master Servicer and Wells Fargo Bank, N.A., as Trustee,
      dated as of June 1, 2007, no transfer of the ERISA-Restricted Certificates
      or
      the ERISA-Restricted Swap Certificates shall be permitted to be made to any
      person unless the Depositor, the Certificate Registrar and the Trustee have
      received an affidavit from such transferee in the form hereof or an opinion
      of
      counsel as provided herein.

     


    
      
        
        

      

      
        H-1

        
          

        

      

      
        
        

      

    


    5. Capitalized
      terms used but not defined herein shall have the meanings given to such terms
      in
      the Trust Agreement.

     

    IN
      WITNESS WHEREOF, the Investor has caused this instrument to be executed on
      its
      behalf, pursuant to proper authority, by its duly authorized officer, duly
      attested, this ____ day of _______________, 20__.

     

    ________________________________________

    [Investor]

     

    By:_____________________________________

    Name:

    Title:

     

    ATTEST:

     

    ___________________________

     

    
      	
              STATE
                OF

            	
              )

            
	 	
              )
                ss.:

            
	
              COUNTY
                OF

            	
              )

            


    

     

    Personally
      appeared before me the above-named ___________________, known or proved to
      me to
      be the same person who executed the foregoing instrument and to be the
      _________________ of the Investor, and acknowledged that he executed the same
      as
      his free act and deed and the free act and deed of the Investor.

     

    Subscribed
      and sworn before me this _____ day of ___________ 20___.

     

    __________________________________

    NOTARY
      PUBLIC

     

    My
      commission expires the

    ____
      day
      of __________, 20__.


    
      
        
        

      

      
        H-2

        
          

        

      

      
        
        

      

    



    EXHIBIT
      I

     

    MONTHLY
      REMITTANCE ADVICE

     

    INTENTIONALLY
      OMITTED

     

    


     


    
      
        
        

      

      
        I-1

        
          

        

      

      
        
        

      

    



    EXHIBIT
      J

     

    MONTHLY
      ELECTRONIC DATA TRANSMISSION

     

    INTENTIONALLY
      OMITTED

    


     

    


     

    


     


    
      
        
        

      

      
        J-1

        
          

        

      

      
        
        

      

    



    EXHIBIT
      K

     

    CUSTODIAL
      AGREEMENTS

    


    1.
      Custodial Agreement, dated as of June 1, 2007, by and between LaSalle Bank
      National Association, as custodian and Wells Fargo Bank, N.A. , as
      trustee.

     

    2.
      Custodial Agreement, dated as of June 1, 2007, by and between U.S. Bank National
      Association, as custodian and Wells Fargo Bank, N.A., as trustee.

     

    3.
      Custodial Agreement, dated as of June 1, 2007, by and between Wells Fargo Bank,
      N.A., as custodian and Wells Fargo Bank, N.A., as trustee.

     

     

    


     

    


    


    


     


    
      
        
        

      

      
        K-1

        
          

        

      

      
        
        

      

    



    EXHIBIT
      L-1

     

    FORM
      OF TRANSFER CERTIFICATE

    FOR
      TRANSFER FROM RESTRICTED GLOBAL SECURITY

    TO
      REGULATION S GLOBAL SECURITY

    (Transfers
      pursuant to § 3.03(h)(ii)

    of
      the
      Agreement)

     

    
      	 	
              Re:

            	
              Structured
                Adjustable Rate Mortgage Loan Trust Mortgage Loan Trust Mortgage
                Pass-Through Certificates, Series
                2007-6

            


    

     

    Reference
      is hereby made to the Trust Agreement (the “Agreement”) among Structured Asset
      Securities Corporation, as Depositor, Aurora Loan Services LLC, as Master
      Servicer, and Wells Fargo Bank, N.A., as Trustee, dated as of June 1, 2007.
      Capitalized terms used but not defined herein shall have the meanings given
      to
      them in the Agreement.

     

    This
      letter relates to U.S. $                            
      aggregate
      principal amount of Securities which are held in the form of a Restricted Global
      Security with DTC in the name of [name of transferor]                                   
      (the
“Transferor”) to effect the transfer of the Securities in exchange for an
      equivalent beneficial interest in a Regulation S Global Security.

     

    In
      connection with such request, the Transferor does hereby certify that such
      transfer has been effected in accordance with the transfer restrictions set
      forth in the Agreement and the Securities and in accordance with Rule 904 of
      Regulation S, and that:

     

    a. the
      offer
      of the Securities was not made to a person in the United States;

     

    b. at
      the
      time the buy order was originated, the transferee was outside the United States
      or the Transferor and any person acting on its behalf reasonably believed that
      the transferee was outside the United States;

     

    c. no
      directed selling efforts have been made in contravention of the requirements
      of
      Rule 903 or 904 of Regulation S, as applicable;

     

    d. the
      transaction is not part of a plan or scheme to evade the registration
      requirements of the United States Securities Act of 1933, as amended;
      and

     

    e. the
      transferee is not a U.S. person (as defined in Regulation S).

     

    The
      Depositor and the Trustee are entitled to rely upon this letter and are
      irrevocably authorized to produce this letter or a copy hereof to any interested
      party in any administrative or legal proceedings or official inquiry with
      respect to the matters covered hereby. Terms used in this certificate have
      the
      meanings set forth in Regulation S.

     

    


    


    [Name
      of
      Transferor]

    


    



    
      
        
        

      

      
        L-1-1

        
          

        

      

      
        
        

      

    


    By:

    Name:

    Title:

     

     

    Date:             
        ,
      ____

     

    
      
        
        

      

      
        L-1-2

        
          

        

      

      
        
        

      

    



    EXHIBIT
      L-2

    


    FORM
      OF TRANSFER CERTIFICATE FOR TRANSFER

    FROM
      REGULATION S GLOBAL SECURITY

    TO
      RESTRICTED GLOBAL SECURITY

    (Transfers
      pursuant to § 3.03(h)(iii)

    of
      the
      Agreement)

     

    
      	 	
              Re:

            	
              Structured
                Adjustable Rate Mortgage Loan Trust Mortgage Pass-Through Certificates,
                Series 2007-6

            


    

     

    Reference
      is hereby made to the Trust Agreement (the “Agreement”) among Structured Asset
      Securities Corporation, as Depositor, Aurora Loan Services LLC, as Master
      Servicer and Wells Fargo Bank, N.A., as Trustee, dated as of June 1, 2007.
      Capitalized terms used but not defined herein shall have the meanings given
      to
      them in the Agreement.

     

    This
      letter relates to U.S. $                            
      aggregate
      principal amount of Securities which are held in the form of a Regulations
      S
      Global Security in the name of [name of transferor]                                                       
      (the
      “Transferor”) to effect the transfer of the Securities in exchange for an
      equivalent beneficial interest in a Restricted Global Security.

     

    In
      connection with such request, and in respect of such Securities, the Transferor
      does hereby certify that such Securities are being transferred in accordance
      with (i) the transfer restrictions set forth in the Agreement and the Securities
      and (ii) Rule 144A under the United States Securities Act of 1933, as amended,
      to a transferee that the Transferor reasonably believes is purchasing the
      Securities for its own account or an account with respect to which the
      transferee exercises sole investment discretion, the transferee and any such
      account is a qualified institutional buyer within the meaning of Rule 144A,
      in a
      transaction meeting the requirements of Rule 144A and in accordance with any
      applicable securities laws of any state of the United States or any other
      jurisdiction.

     

    


    [Name
      of
      Transferor]

    


    By:

    Name:

    Title:

     

     

    Date:             
        ,
      ___

     

    
      
        
        

      

      
        L-2-1

        
          

        

      

      
        
        

      

    



    EXHIBIT
      M

     

    [RESERVED]

     

    


     

    


     


    
      
        
        

      

      
        M-1

        
          

        

      

      
        
        

      

    



    EXHIBIT
      N

     

     

    [RESERVED]

     


    
      
        
        

      

      
        N-1

        
          

        

      

      
        
        

      

    



    EXHIBIT
      O

    


    SERVICING
      CRITERIA TO BE ADDRESSED

    IN
      ASSESSMENT OF COMPLIANCE

    


    


    Key:
      X
      -
      obligation    

    


    Where
      there are multiple checks for criteria the attesting party will identify in
      their management assertion that they are attesting only to the portion of the
      distribution chain they are responsible for in the related transaction
      agreements. Capitalized terms used herein but not defined herein shall have
      the
      meanings assigned to them in the Trust Agreement dated as of June 1, 2007 (the
      “Trust Agreement”), by and among Wells Fargo Bank, N.A., (the “Trustee”), Aurora
      Loan Services LLC, as master servicer (the “Master Servicer”), and Structured
      Asset Securities Corporation, as depositor (the “Depositor”). 

    


    
      	
              Reg
                AB Reference

            	
              Servicing
                Criteria

            	
              Master
                Servicer

            	
              Paying
                Agent

            	
              Trustee

            
	 	
              General Servicing
                 Considerations

            	 	 	 
	
              1122(d)(1)(i)

            	
              Policies
                and procedures are instituted to monitor any performance or other
                triggers
                and events of default in accordance with the transaction
                agreements.

            	
              X

            	 	 
	
              1122(d)(1)(ii)

            	
              If
                any material servicing activities are outsourced to third parties,
                policies and procedures are instituted to monitor the third party’s
                performance and compliance with such servicing activities.


            	
              X

            	 	 
	
              1122(d)(1)(iii)

            	
              Any
                requirements in the transaction agreements to maintain a back-up
                servicer
                for the pool assets are maintained. 

            	
              X

            	 	 
	
              1122(d)(1)(iv)

            	
              A
                fidelity bond and errors and omissions policy is in effect on the
                party
                participating in the servicing function throughout the reporting
                period in
                the amount of coverage required by and otherwise in accordance with
                the
                terms of the transaction agreements. 

            	
              X

            	 	 
	 	
              Cash Collection and Administration

            	 	 	 
	
              1122(d)(2)(i)

            	
              Payments
                on pool assets are deposited into the appropriate custodial bank
                accounts
                and related bank clearing accounts no more than two business days
                following receipt, or such other number of days specified in the
                transaction agreements. 

            	
              X

            	
              X

            	 
	
              1122(d)(2)(ii)

            	
              Disbursements
                made via wire transfer on behalf of an obligor or to an investor
                are made
                only by authorized personnel. 

            	
              X

            	
              X

            	 
	
              1122(d)(2)(iii)

            	
              Advances
                of funds or guarantees regarding collections, cash flows or distributions,
                and any interest or other fees charged for such advances, are made,
                reviewed and approved as specified in the transaction agreements.
                

            	
              X

            	 	 
	
              1122(d)(2)(iv)

            	
              The
                related accounts for the transaction, such as cash reserve accounts
                or
                accounts established as a form of over collateralization, are separately
                maintained (e.g., with respect to commingling of cash) as set forth
                in the
                transaction agreements. 

            	
              X

            	
              X

            	
              X

            


    

     

    
      
        
        

      

      
        O-1

        
          

        

      

      
        
        

      

    

     

    
      	
              Reg
                AB Reference

            	
              Servicing
                Criteria

            	
              Master
                Servicer

            	
              Paying
                Agent

            	
              Trustee

            
	
              1122(d)(2)(v)

            	
              Each
                custodial account is maintained at a federally insured depository
                institution as set forth in the transaction agreements. For purposes
                of
                this criterion, “federally insured depository institution” with respect to
                a foreign financial institution means a foreign financial institution
                that
                meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange
                Act.
                

            	
              X

            	 	 
	
              1122(d)(2)(vi)

            	
              Unissued
                checks are safeguarded so as to prevent unauthorized access.
                

            	
              X

            	
              X

            	 
	
              1122(d)(2)(vii)
                

            	
              Reconciliations
                are prepared on a monthly basis for all asset-backed securities related
                bank accounts, including custodial accounts and related bank clearing
                accounts. These reconciliations are (A) mathematically accurate;
                (B)
                prepared within 30 calendar days after the bank statement cutoff
                date, or
                such other number of days specified in the transaction agreements;
                (C)
                reviewed and approved by someone other than the person who prepared
                the
                reconciliation; and (D) contain explanations for reconciling items.
                These
                reconciling items are resolved within 90 calendar days of their original
                identification, or such other number of days specified in the transaction
                agreements. 

            	
              X

            	
              X

            	 
	 	
              Investor
                Remittances and Reporting

            	 	 	 
	
              1122(d)(3)(i)

            	
              Reports
                to investors, including those to be filed with the Commission, are
                maintained in accordance with the transaction agreements and applicable
                Commission requirements. Specifically, such reports (A) are prepared
                in
                accordance with timeframes and other terms set forth in the transaction
                agreements; (B) provide information calculated in accordance with
                the
                terms specified in the transaction agreements; (C) are filed with
                the
                Commission as required by its rules and regulations; and (D) agree
                with
                investors’ or the trustee’s records as to the total unpaid principal
                balance and number of Pool Assets serviced by the Servicer.
                

            	
              X

            	 	
              X

            
	
              1122(d)(3)(ii)

            	
              Amounts
                due to investors are allocated and remitted in accordance with timeframes,
                distribution priority and other terms set forth in the transaction
                agreements. 

            	
              X

            	 	
              X

            
	
              1122(d)(3)(iii)

            	
              Disbursements
                made to an investor are posted within two business days to the Servicer’s
                investor records, or such other number of days specified in the
                transaction agreements. 

            	
              X

            	
              X

            	 
	
              1122(d)(3)(iv)

            	
              Amounts
                remitted to investors per the investor reports agree with cancelled
                checks, or other form of payment, or custodial bank statements.
                

            	
              X

            	
              X

            	 
	 	
              Pool
                Asset Administration

            	 	 	 
	
              1122(d)(4)(i)
                

            	
              Collateral
                or security on pool assets is maintained as required by the transaction
                agreements or related pool asset documents. 

            	 	 	 


    

     

    
      
        
        

      

      
        O-2

        
          

        

      

      
        
        

      

    

     

    
      	
              Reg
                AB Reference

            	
              Servicing
                Criteria

            	
              Master
                Servicer

            	
              Paying
                Agent

            	
              Trustee

            
	
              1122(d)(4)(ii)

            	
              Pool
                assets and related documents are safeguarded as required by the
                transaction agreements 

            	 	 	 
	
              1122(d)(4)(iii)

            	
              Any
                additions, removals or substitutions to the asset pool are made,
                reviewed
                and approved in accordance with any conditions or requirements in
                the
                transaction agreements. 

            	 	 	
              X

            
	
              1122(d)(4)(iv)

            	
              Payments
                on pool assets, including any payoffs, made in accordance with the
                related
                pool asset documents are posted to the Servicer’s obligor records
                maintained no more than two business days after receipt, or such
                other
                number of days specified in the transaction agreements, and allocated
                to
                principal, interest or other items (e.g., escrow) in accordance with
                the
                related pool asset documents. 

            	 	 	 
	
              1122(d)(4)(v)

            	
              The
                Servicer’s records regarding the pool assets agree with the Servicer’s
                records with respect to an obligor’s unpaid principal balance.
                

            	 	 	 
	
              1122(d)(4)(vi)

            	
              Changes
                with respect to the terms or status of an obligor’s pool assets (e.g.,
                loan modifications or re-agings) are made, reviewed and approved
                by
                authorized personnel in accordance with the transaction agreements
                and
                related pool asset documents. 

            	
              X

            	 	 
	
              1122(d)(4)(vii)

            	
              Loss
                mitigation or recovery actions (e.g., forbearance plans, modifications
                and
                deeds in lieu of foreclosure, foreclosures and repossessions, as
                applicable) are initiated, conducted and concluded in accordance
                with the
                timeframes or other requirements established by the transaction
                agreements. 

            	
              X

            	 	 
	
              1122(d)(4)(viii)

            	
              Records
                documenting collection efforts are maintained during the period a
                pool
                asset is delinquent in accordance with the transaction agreements.
                Such
                records are maintained on at least a monthly basis, or such other
                period
                specified in the transaction agreements, and describe the entity’s
                activities in monitoring delinquent pool assets including, for example,
                phone calls, letters and payment rescheduling plans in cases where
                delinquency is deemed temporary (e.g., illness or unemployment).
                

            	 	 	 
	
              1122(d)(4)(ix)

            	
              Adjustments
                to interest rates or rates of return for pool assets with variable
                rates
                are computed based on the related pool asset documents. 

            	 	 	 
	
              1122(d)(4)(x)

            	
              Regarding
                any funds held in trust for an obligor (such as escrow accounts):
                (A) such
                funds are analyzed, in accordance with the obligor’s pool asset documents,
                on at least an annual basis, or such other period specified in the
                transaction agreements; (B) interest on such funds is paid, or credited,
                to obligors in accordance with applicable pool asset documents and
                state
                laws; and (C) such funds are returned to the obligor within 30 calendar
                days of full repayment of the related pool assets, or such other
                number of
                days specified in the transaction agreements. 

            	 	 	 


    

     

    
      
        
        

      

      
        O-3

        
          

        

      

      
        
        

      

    

     

    
      	
              Reg
                AB Reference

            	
              Servicing
                Criteria

            	
              Master
                Servicer

            	
              Paying
                Agent

            	
              Trustee

            
	
              1122(d)(4)(xi)

            	
              Payments
                made on behalf of an obligor (such as tax or insurance payments)
                are made
                on or before the related penalty or expiration dates, as indicated
                on the
                appropriate bills or notices for such payments, provided that such
                support
                has been received by the servicer at least 30 calendar days prior
                to these
                dates, or such other number of days specified in the transaction
                agreements. 

            	 	 	 
	
              1122(d)(4)(xii)

            	
              Any
                late payment penalties in connection with any payment to be made
                on behalf
                of an obligor are paid from the Servicer’s funds and not charged to the
                obligor, unless the late payment was due to the obligor’s error or
                omission. 

            	
              X

            	 	 
	
              1122(d)(4)(xiii)

            	
              Disbursements
                made on behalf of an obligor are posted within two business days
                to the
                obligor’s records maintained by the servicer, or such other number of days
                specified in the transaction agreements. 

            	
              X

            	 	 
	
              1122(d)(4)(xiv)
                

            	
              Delinquencies,
                charge-offs and uncollectible accounts are recognized and recorded
                in
                accordance with the transaction agreements. 

            	
              X

            	 	 
	
              1122(d)(4)(xv)

            	
              Any
                external enhancement or other support, identified in Item 1114(a)(1)
                through (3) or Item 1115 of Regulation AB, is maintained as set forth
                in
                the transaction agreements. 

            	 	 	
              X

            


    

    


    



    
      
        
        

      

      
        O-4

        
          

        

      

      
        
        

      

    



    EXHIBIT
      P-1

    


    ADDITIONAL
      FORM 10-D DISCLOSURE

    


    
      	
              Item
                on Form 10-D

            	
              Party
                Responsible

            
	
              Item
                1: Distribution and Pool Performance Information

              Information
                included in the Distribution Date Statement

               

              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) and Paying Agent 

               

              Depositor
                (to the extent of any additional information that has not already
                been
                provided by the Master Servicer)

            
	
              Item
                2: Legal Proceedings

              per
                Item 1117 of Reg AB

            	
              (i)
                All parties to the Trust Agreement (as to themselves), (ii) the Trustee
                as
                to the issuing entity, (iii) the Depositor as to the sponsor, any
                1110(b)
                originator, any 1100(d)(1) party and (iv) the Master Servicer, as
                to any
                Servicer, to the extent provided by such Servicer

            
	
              Item
                3: Sale of Securities and Use of Proceeds

            	
              Depositor

            
	
              Item
                4: Defaults Upon Senior Securities

            	
              Trustee

            
	
              Item
                5: Submission of Matters to a Vote of Security Holders

            	
              Trustee

            
	
              Item
                6: Significant Obligors of Pool Assets

            	
              Depositor

            
	
              Item
                7: Significant Enhancement Provider Information

            	
              Depositor

            
	
              Item
                8: Other Information

            	
              Any
                party responsible for disclosure items on Form 8-K

            
	
              Item
                9: Exhibits

            	
              Depositor
                and Master Servicer (on behalf of any Servicer or on its own behalf
                if
                acting as a Servicer)

            


    

    


     

    .


    
      
        
        

      

      
        P-1-1

        
          

        

      

      
        
        

      

    



    EXHIBIT
      P-2

     

    ADDITIONAL
      FORM 10-K DISCLOSURE

     

    
      	
              Item
                on Form 10-K

            	
              Party
                Responsible

            
	
              Item
                1B: Unresolved Staff Comments

            	
              Depositor

            
	
              Item
                9B: Other Information

            	
              Any
                party responsible for disclosure items on Form 8-K

            
	
              Item
                15: Exhibits, Financial Statement Schedules

            	
              Depositor,
                Servicer, Master Servicer, Subservicer

            
	
              Additional
                Item:

              Disclosure
                per Item 1117 of Reg AB

            	
              (i)
                All parties to the Trust Agreement (as to themselves), (ii) the Trustee
                and Depositor as to the issuing entity, (iii) the Depositor as to
                the
                sponsor, any 1110(b) originator, any 1100(d)(1) party and (iv) the
                Master
                Servicer, as to any Servicer, to the extent provided by such
                Servicer

            
	
              Additional
                Item:

              Disclosure
                per Item 1119 of Reg AB

            	
              (i)
                All parties to the Trust Agreement as to themselves, (ii) the Depositor
                as
                to the sponsor, originator, significant obligor, enhancement or support
                provider and (iii) the Master Servicer, as to any Servicer, to the
                extent
                provided by such Servicer

            
	
              Additional
                Item:

              Disclosure
                per Item 1112(b) of Reg AB

            	
              Depositor

            
	
              Additional
                Item:

              Disclosure
                per Items 1114(b) and 1115(b) of Reg AB

            	
              Depositor

            


    

    


    



    
      
        
        

      

      
        P-2-1

        
          

        

      

      
        
        

      

    



    EXHIBIT
      P-3

     

    ADDITIONAL
      FORM 8-K DISCLOSURE

    


    
      	
              Item
                on Form 8-K

            	
              Party
                Responsible

            
	
              Item
                1.01- Entry into a Material Definitive Agreement

            	
              Any
                party to the Trust Agreement which is a party to such
                agreement

            
	
              Item
                1.02- Termination of a Material Definitive Agreement

            	
              Any
                party to the Trust Agreement which is a party to such
                agreement

            
	
              Item
                1.03- Bankruptcy or Receivership

            	
              Depositor

            
	
              Item
                2.04- Triggering Events that Accelerate or Increase a Direct Financial
                Obligation or an Obligation under an Off-Balance Sheet
                Arrangement

            	
              Depositor

            
	
              Item
                3.03- Material Modification to Rights of Security Holders

            	
              Trustee
                and Depositor

            
	
              Item
                5.03- Amendments of Articles of Incorporation or Bylaws; Change of
                Fiscal
                Year

            	
              Depositor

            
	
              Item
                6.01- ABS Informational and Computational Material

            	
              Depositor

            
	
              Item
                6.02- Change of Servicer or Trustee

            	
              Master
                Servicer (as to itself and as to any Servicer, to the extent provided
                by
                such Servicer), Trustee (as to itself), Seller

            
	
              Item
                6.03- Change in Credit Enhancement or External Support

            	
              Depositor

            
	
              Item
                6.04- Failure to Make a Required Distribution

            	
              Trustee

            
	
              Item
                6.05- Securities Act Updating Disclosure

            	
              Depositor

            
	
              Item
                7.01- Reg FD Disclosure

            	
              Depositor

            
	
              Item
                8.01

            	
              Depositor

            
	
              Item
                9.01

            	
              Depositor

            


    

    



    
      
        
        

      

      
        P-3-1

        
          

        

      

      
        
        

      

    



    


    EXHIBIT
      P-4

     

    ADDITIONAL
      DISCLOSURE NOTIFICATION

    


    Structured
      Asset Securities Corporation, as Depositor

    745
      Seventh Avenue, 7th Floor

    New
      York,
      New York 10019

    Attention:
      Mortgage Finance, SARM 2007-6

    


    Wells
      Fargo Bank, N.A.

    Client
      Service Manager (SARM 2007-6)

    9062
      Old
      Annapolis Road

    Columbia
      MD 21045

    


    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 Wells Fargo Bank, N.A., as Trustee, the
      undersigned, as [ ], hereby notifies you that certain events have come to our
      attention that [will] [may] need to be disclosed on Form
      [10-D][10-K][8-K].

     

    Description
      of Additional Form [10-D][10-K][8-K] Disclosure:


     

    List
      of any Attachments hereto to be included in the Additional Form
      [10-D][10-K][8-K] Disclosure:


     

    Any
      inquiries related to this notification should be directed to [ ], phone number:
      [ ]; email address: [ ]. 

     

    [NAME
      OF PARTY],

    as
      [role]

     

    By:
      _________________________

    Name:

    Title:

     

    


    



    
      
        
        

      

      
        P-4-1

        
          

        

      

      
        
        

      

    



    EXHIBIT
      Q-1

    


    FORM
      OF
      BACK-UP SARBANES-OXLEY CERTIFICATION

     

    [  ]

    [  ]

    [  ]

    


     

    
      	 	
              Re:

            	
              SARM
                2007-6

            


    

     

    [_______],
      the [_______] of [_______] (the “Company”) hereby certifies to the Depositor,
      the Master Servicer and the Trustee, and each of their officers, directors
      and
      affiliates that:

     

    (1) I
      have
      reviewed [the servicer compliance statement of the Company provided in
      accordance with Item 1123 of Regulation AB (the “Compliance Statement”),] the
      report on assessment of the Company’s compliance with the Servicing Criteria set
      forth in Item 1122(d) of Regulation AB (the “Servicing Criteria”), provided in
      accordance with Rules 13a-18 and 15d-18 under the Securities Exchange Act of
      1934, as amended (the “Exchange Act”) and Item 1122 of Regulation AB (the
“Servicing Assessment”), the registered public accounting firm’s attestation
      report provided in accordance with Rules 13a-18 and 15d-18 under the Exchange
      Act and Section 1122(b) of Regulation AB (the “Attestation
      Report”), and all servicing reports, officer’s certificates and other
      information relating to the servicing of the Mortgage Loans by the Company
      during 200[ ] that were delivered by the Company to any of the Depositor, the
      Master Servicer and the Trustee pursuant to the Agreement (collectively, the
      “Company Servicing Information”);

     

    (2) Based
      on
      my knowledge, the Company Servicing Information, taken as a whole, does not
      contain any untrue statement of a material fact or omit to state a material
      fact
      necessary to make the statements made, in the light of the circumstances under
      which such statements were made, not misleading with respect to the period
      of
      time covered by the Company Servicing Information;

     

    (3) Based
      on
      my knowledge, all of the Company Servicing Information required to be provided
      by the Company under the Agreement has been provided to the Depositor, the
      Master Servicer and the Trustee;

     

    (4) I
      am
      responsible for reviewing the activities performed by [_______] as [_______]
      under the [_______] (the “Agreement”), and based on my knowledge[and the
      compliance review conducted in preparing the Compliance Statement] and except
      as
      disclosed in [the Compliance Statement,] the Servicing Assessment or the
      Attestation Report, the Company has fulfilled its obligations under the
      Agreement in all material respects; and

     

    (5) [The
      Compliance Statement required to be delivered by the Company pursuant to the
      Agreement, and] [The] [the] Servicing Assessment and Attestation Report required
      to be provided by the Company and [by any Subservicer or Subcontractor] pursuant
      to the Agreement, have been provided to the Depositor, the Master Servicer
      and
      the Trustee. Any material instances of noncompliance described in such reports
      have been disclosed to the Depositor, the Master Servicer and the Trustee.
      Any
      material instance of noncompliance with the Servicing Criteria has been
      disclosed in such reports.


    
      
        
        

      

      
        Q-1-1

        
          

        

      

      
        
        

      

    


     

    Capitalized
      terms used but not defined herein have the meanings ascribed to them in the
      Trust Agreement, dated as of June 1, 2007 (the “Trust Agreement”) by and among
      Structured Asset Securities Corporation, as Depositor, Wells Fargo Bank, N.A.,
      as Trustee and Aurora Loan Services LLC, as Master Servicer. Capitalized terms
      used but not defined herein shall have the meanings given to them in the Trust
      Agreement.

     

    


     

    [_______]

     

    as
      [_______]

    By:  

    Name:

    Title:

    Date:

    


     

    


     


    
      
        
        

      

      
        Q-1-2

        
          

        

      

      
        
        

      

    



    EXHIBIT
      Q-2

    


    FORM
      OF
      CERTIFICATION TO BE

    PROVIDED
      BY THE TRUSTEE

    


    
      	
              Re:

            	
              Structured
                Adjustable Rate Mortgage Loan Trust (the “Trust”),
                Mortgage Pass-Through Certificates, Series 2007-6, 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 Wells Fargo Bank, N.A., as
                Trustee

            


    

     

    The
      Trustee hereby certifies to the Depositor and the Master Servicer, and their
      respective officers, directors and affiliates, and with the knowledge and intent
      that they will rely upon this certification, that:

     

    (1) I
      have
      reviewed the annual report on Form 10-K for the fiscal year [____] (the “Annual
      Report”), and all reports on Form 10-D required to be filed in respect of period
      covered by the Annual Report (collectively with the Annual Report, the
“Reports”), of the Trust;

     

    (2) To
      my
      knowledge, (a) the Reports, taken as a whole, do not contain any untrue
      statement of a material fact or omit to state a material fact necessary to
      make
      the statements made, in light of the circumstances under which such statements
      were made, not misleading with respect to the period covered by the Annual
      Report, and (b) the Trustee’s assessment of compliance and related attestation
      report referred to below, taken as a whole, do not contain any untrue statement
      of a material fact or omit to state a material fact necessary to make the
      statements made, in light of the circumstances under which such statements
      were
      made, not misleading with respect to the period covered by such assessment
      of
      compliance and attestation report;

     

    (3) To
      my
      knowledge, the distribution information required to be provided by the Trustee
      under the Trust Agreement for inclusion in the Reports is included in the
      Reports;

     

    (4) I
      am
      responsible for reviewing the activities performed by the Trustee under the
      Trust Agreement, and based on my knowledge and the compliance review conducted
      in preparing the assessment of compliance of the Trustee required by the Trust
      Agreement, and except as disclosed in the Reports, the Trustee has fulfilled
      its
      obligations under the Trust Agreement in all material respects; and

     

    (5) The
      report on assessment of compliance with servicing criteria applicable to the
      Trustee for asset-backed securities of the Trustee and each Subcontractor
      utilized by the Trustee and related attestation report on assessment of
      compliance with servicing criteria applicable to it required to be included
      in
      the Annual Report in accordance with Item 1122 of Regulation AB and Exchange
      Act
      Rules 13a-18 and 15d-18 has been included as an exhibit to the Annual Report.
      Any material instances of non-compliance are described in such report and have
      been disclosed in the Annual Report.

     


    
      
        
        

      

      
        Q-2-1

        
          

        

      

      
        
        

      

    


    In
      giving
      the certifications above, the Trustee has reasonably relied on information
      provided to it by the following unaffiliated parties: [names of servicer(s),
      master servicer, subservicer(s), depositor, trustee, custodian(s)]

     

    


    Date:
      ____________________________

    


    Wells
      Fargo Bank, N.A., as Trustee

    


    _____________________________

    [Signature]

    [Title]

    


     


    
      
        
        

      

      
        Q-2-2

        
          

        

      

      
        
        

      

    



    EXHIBIT
      R

    


    TRANSACTION
      PARTIES

    


    TRANSACTION
      PARTIES

    


    


    Trustee:
      Wells Fargo Bank, N.A.

    


    Securities
      Administrator: N/A

    


    Master
      Servicer: Aurora Loan Services LLC

    


    Credit
      Risk Manager: N/A

    


    LPMI
      Insurer: Triad Guaranty

    


    Interest
      Rate Swap Counterparty: HSBC Bank USA, National Association.

    


    Interest
      Rate Cap Counterparty: N/A

    


    Servicers:
      Aurora Loan Services LLC, Colonial Savings F.A., GreenPoint Mortgage Funding,
      Inc., Residential Funding Company, LLC and U.S. Bank National
      Association..

    


    Originators:
      American Home Mortgage Corp., Cameron Financial Group, Inc., Central Pacific
      Mortgage, Family Lending Services, Inc., Freedom Mortgage Corporation,
      GreenPoint Mortgage Funding, Inc., Lehman Brothers Bank, FSB, Meridias Capital,
      Inc., Option One Mortgage Corporation, Residential Funding Company, LLC, Shea
      Mortgage, Inc., Sovereign Bank, FSB, Synovus Mortgage Corporation, U.S. Bank,
      National Association, Weichert Financial Services, WMC Mortgage Corp. and U.S.
      Bank National Association.

    


    Custodians:
      LaSalle Bank National Association, U.S. Bank National Association and Wells
      Fargo Bank, N.A.

    


    Seller:
      Lehman Brothers Holdings Inc.

     

    


     


    
      
        
        

      

      
        R-1

        
          

        

      

      
        
        

      

    



     

    SCHEDULE
      A

     

    MORTGAGE
      LOAN SCHEDULE

     

    


    On
      file
      at the offices of:

    Dechert
      LLP

    2929
      Arch
      Street

    Philadelphia,
      Pennsylvania 19104

    Attn:
      Steven J. Molitor

    Telephone:
      (215) 994-2777

    Telecopier:
      (215) 994-2222

    



    
      
        
        

      

      
        Sch.
          A-1

        
          

        

      

      
        
        

      

    



    SCHEDULE
      B

    


    EARLY
      PAYMENT DEFAULT MORTGAGE LOAN SCHEDULE

    


    On
      file
      at the offices of:

    Dechert
      LLP

    2929
      Arch
      Street

    Philadelphia,
      Pennsylvania 19104

    Attn:
      Steven J. Molitor

    Telephone:
      (215) 994-2777

    Telecopier:
      (215) 994-2222

    


    
      
        
        

      

      
        Sch.
          A-1