EXECUTION

     

    STRUCTURED
      ASSET SECURITIES CORPORATION, as Depositor,

     

    AURORA
      LOAN SERVICES LLC, as Master Servicer,

     

    CLAYTON
      FIXED INCOME SERVICES INC., as Credit Risk Manager,

     

    and
      

     

    CITIBANK,
      N.A., as Trustee

     

    
      
        

      

       

    

    TRUST
      AGREEMENT

     

    Dated
      as
      of June 1, 2007

     

    
      
 

    BNC
      MORTGAGE LOAN TRUST 2007-3

    MORTGAGE
      PASS-THROUGH CERTIFICATES

    SERIES
      2007-3

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TABLE
      OF
      CONTENTS

    

      
        	 	 	 	 	
                Page

              
	 	 	 
	
                ARTICLE
                  I DEFINITIONS

              	 	 
	 	 	 
	
                Section
                  1.01

              	 	
                Definitions.

              	 	
                16

              
	
                Section
                  1.02

              	 	
                Calculations
                  Respecting Mortgage Loans.

              	 	
                61

              
	
                Section
                  1.03

              	 	
                Calculations
                  Respecting Accrued Interest.

              	 	
                61

              
	 	 	 
	
                ARTICLE
                  II DECLARATION OF TRUST; ISSUANCE OF CERTIFICATES

              	 	 
	 	 	 
	
                Section
                  2.01

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

              	 	
                62

              
	
                Section
                  2.02

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

              	 	
                66

              
	
                Section
                  2.03

              	 	
                Representations
                  and Warranties of the Depositor.

              	 	
                68

              
	
                Section
                  2.04

              	 	
                Discovery
                  of Breach.

              	 	
                69

              
	
                Section
                  2.05

              	 	
                Repurchase,
                  Purchase or Substitution of Mortgage Loans.

              	 	
                70

              
	
                Section
                  2.06

              	 	
                Grant
                  Clause.

              	 	
                71

              
	 	 	 
	
                ARTICLE
                  III THE CERTIFICATES

              	 	 
	 	 	 
	
                Section
                  3.01

              	 	
                The
                  Certificates.

              	 	
                72

              
	
                Section
                  3.02

              	 	
                Registration.

              	 	
                73

              
	
                Section
                  3.03

              	 	
                Transfer
                  and Exchange of Certificates.

              	 	
                74

              
	
                Section
                  3.04

              	 	
                Cancellation
                  of Certificates.

              	 	
                80

              
	
                Section
                  3.05

              	 	
                Replacement
                  of Certificates.

              	 	
                80

              
	
                Section
                  3.06

              	 	
                Persons
                  Deemed Owners.

              	 	
                81

              
	
                Section
                  3.07

              	 	
                Temporary
                  Certificates.

              	 	
                81

              
	
                Section
                  3.08

              	 	
                Appointment
                  of Paying Agent.

              	 	
                81

              
	
                Section
                  3.09

              	 	
                Book-Entry
                  Certificates.

              	 	
                82

              
	 	 	 
	
                ARTICLE
                  IV ADMINISTRATION OF THE TRUST FUND

              	 	 
	 	 	 
	
                Section
                  4.01

              	 	
                Collection
                  Account.

              	 	
                83

              
	
                Section
                  4.02

              	 	
                Application
                  of Funds in the Collection Account.

              	 	
                85

              
	
                Section
                  4.03

              	 	
                Reports
                  to Certificateholders.

              	 	
                87

              
	
                Section
                  4.04

              	 	
                Certificate
                  Account.

              	 	
                92

              
	
                Section
                  4.05

              	 	
                [Reserved].

              	 	
                94

              
	 	 	 
	
                ARTICLE
                  V DISTRIBUTIONS TO HOLDERS OF CERTIFICATES

              	 	 
	 	 	 
	
                Section
                  5.01

              	 	
                Distributions
                  Generally.

              	 	
                94

              
	
                Section
                  5.02

              	 	
                Distributions
                  from the Certificate Account.

              	 	
                95

              
	
                Section
                  5.03

              	 	
                Allocation
                  of Losses.

              	 	
                108

              
	
                Section
                  5.04

              	 	
                Advances
                  by Master Servicer, Servicer and Trustee.

              	 	
                109

              
	
                Section
                  5.05

              	 	
                Compensating
                  Interest Payments.

              	 	
                110

              
	
                Section
                  5.06

              	 	
                Basis
                  Risk Reserve Fund.

              	 	
                110

              
	
                Section
                  5.07

              	 	
                Supplemental
                  Interest Trust.

              	 	
                110

              
	
                Section
                  5.08

              	 	
                Rights
                  of Swap Counterparty.

              	 	
                113

              
	
                Section
                  5.09

              	 	
                Termination
                  Receipts.

              	 	
                114

              


      

       

      
        
          
          

        

        
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                ARTICLE
                  VI CONCERNING THE TRUSTEE; EVENTS OF DEFAULT

              	 	 
	 	 	 
	
                Section
                  6.01

              	 	
                Duties
                  of Trustee.

              	 	
                115

              
	
                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.

              	 	
                129

              
	
                Section
                  6.14

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

              	 	
                129

              
	
                Section
                  6.15

              	 	
                Additional
                  Remedies of Trustee Upon Event of Default.

              	 	
                133

              
	
                Section
                  6.16

              	 	
                Waiver
                  of Defaults.

              	 	
                134

              
	
                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.

              	 	
                135

              
	
                Section
                  6.20

              	 	
                Preparation
                  of Tax Returns and Other Reports.

              	 	
                135

              
	
                Section
                  6.21

              	 	
                Reporting
                  Requirements of the Commission.

              	 	
                143

              
	
                Section
                  6.22

              	 	
                No
                  Merger.

              	 	
                143

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

              	 	 
	 	 	 
	
                Section
                  7.01

              	 	
                Purchase
                  of Mortgage Loans; Termination of Trust Fund Upon Purchase or Liquidation
                  of All Mortgage Loans; Purchase of Lower Tier REMIC 1 Uncertificated
                  Regular Interests.

              	 	
                144

              
	
                Section
                  7.02

              	 	
                Procedure
                  Upon Termination of Trust Fund or Purchase of Lower Tier REMIC
                  1
                  Uncertificated Regular Interests.

              	 	
                147

              
	
                Section
                  7.03

              	 	
                Additional
                  Trust Fund Termination Event or Purchase of the Lower Tier REMIC
                  1
                  Uncertificated Regular Interests.

              	 	
                149

              
	
                Section
                  7.04

              	 	
                Optional
                  Repurchase Right.

              	 	
                150

              
	 	 	 
	
                ARTICLE
                  VIII RIGHTS OF CERTIFICATEHOLDERS

              	 	 
	 	 	 
	
                Section
                  8.01

              	 	
                Limitation
                  on Rights of Holders.

              	 	
                150

              
	
                Section
                  8.02

              	 	
                Access
                  to List of Holders.

              	 	
                151

              
	
                Section
                  8.03

              	 	
                Acts
                  of Holders of Certificates.

              	 	
                152

              
	 	 	 
	
                ARTICLE
                  IX ADMINISTRATION AND SERVICING OF MORTGAGE LOANS BY THE MASTER
                  SERVICER;
                  CREDIT RISK MANAGER

              	 	 
	 	 	 
	
                Section
                  9.01

              	 	
                Duties
                  of the Master Servicer.

              	 	
                153

              


      

       

      
        
          
          

        

        
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                Section
                  9.02

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

              	 	
                153

              
	
                Section
                  9.03

              	 	
                Master
                  Servicer’s Financial Statements and Related Information.

              	 	
                154

              
	
                Section
                  9.04

              	 	
                Power
                  to Act; Procedures.

              	 	
                154

              
	
                Section
                  9.05

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

              	 	
                157

              
	
                Section
                  9.06

              	 	
                Collection
                  of Taxes, Assessments and Similar Items.

              	 	
                157

              
	
                Section
                  9.07

              	 	
                Termination
                  of Servicing Agreement; Successor Servicer.

              	 	
                158

              
	
                Section
                  9.08

              	 	
                Master
                  Servicer Liable for Enforcement.

              	 	
                159

              
	
                Section
                  9.09

              	 	
                No
                  Contractual Relationship Between Servicer and Trustee or
                  Depositor.

              	 	
                159

              
	
                Section
                  9.10

              	 	
                Assumption
                  of Servicing Agreement by Trustee.

              	 	
                160

              
	
                Section
                  9.11

              	 	
                Due-on-Sale
                  Clauses; Assumption Agreements.

              	 	
                160

              
	
                Section
                  9.12

              	 	
                Release
                  of Mortgage Files.

              	 	
                160

              
	
                Section
                  9.13

              	 	
                Documents,
                  Records and Funds in Possession of Master Servicer to be Held for
                  Trustee.

              	 	
                161

              
	
                Section
                  9.14

              	 	
                Representations
                  and Warranties of the Master Servicer.

              	 	
                163

              
	
                Section
                  9.15

              	 	
                Opinion.

              	 	
                165

              
	
                Section
                  9.16

              	 	
                Standard
                  Hazard and Flood Insurance Policies.

              	 	
                165

              
	
                Section
                  9.17

              	 	
                Presentment
                  of Claims and Collection of Proceeds.

              	 	
                166

              
	
                Section
                  9.18

              	 	
                [Reserved].

              	 	
                166

              
	
                Section
                  9.19

              	 	
                Trustee
                  To Retain Possession of Certain Documents.

              	 	
                166

              
	
                Section
                  9.20

              	 	
                [Reserved].

              	 	
                166

              
	
                Section
                  9.21

              	 	
                Compensation
                  to the Master Servicer.

              	 	
                166

              
	
                Section
                  9.22

              	 	
                REO
                  Property.

              	 	
                167

              
	
                Section
                  9.23

              	 	
                Notices
                  to the Depositor and the Trustee

              	 	
                167

              
	
                Section
                  9.24

              	 	
                Reports
                  to the Trustee.

              	 	
                168

              
	
                Section
                  9.25

              	 	
                Assessment
                  of Compliance and Attestation Reports

              	 	
                169

              
	
                Section
                  9.26

              	 	
                Annual
                  Statement of Compliance with Relevant Servicing Criteria.

              	 	
                170

              
	
                Section
                  9.27

              	 	
                Merger
                  or Consolidation.

              	 	
                171

              
	
                Section
                  9.28

              	 	
                Resignation
                  of Master Servicer.

              	 	
                171

              
	
                Section
                  9.29

              	 	
                Assignment
                  or Delegation of Duties by the Master Servicer.

              	 	
                171

              
	
                Section
                  9.30

              	 	
                Limitation
                  on Liability of the Master Servicer and Others.

              	 	
                172

              
	
                Section
                  9.31

              	 	
                Indemnification;
                  Third-Party Claims.

              	 	
                173

              
	
                Section
                  9.32

              	 	
                Special
                  Servicing of Delinquent Mortgage Loans.

              	 	
                174

              
	
                Section
                  9.33

              	 	
                Alternative
                  Index.

              	 	
                174

              
	
                Section
                  9.34

              	 	
                Duties
                  of the Credit Risk Manager.

              	 	
                174

              
	
                Section
                  9.35

              	 	
                Limitation
                  Upon Liability of the Credit Risk Manager.

              	 	
                176

              
	
                Section
                  9.36

              	 	
                Indemnification
                  by the Credit Risk Manager.

              	 	
                176

              
	
                Section
                  9.37

              	 	
                Removal
                  of Credit Risk Manager.

              	 	
                177

              
	 	 	 
	
                ARTICLE
                  X REMIC ADMINISTRATION

              	 	 
	 	 	 
	
                Section
                  10.01

              	 	
                REMIC
                  Administration.

              	 	
                177

              
	
                Section
                  10.02

              	 	
                Prohibited
                  Transactions and Activities.

              	 	
                180

              
	
                Section
                  10.03

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

              	 	
                181

              
	
                Section
                  10.04

              	 	
                REO
                  Property.

              	 	
                181

              
	 	 	 
	
                ARTICLE
                  XI MISCELLANEOUS PROVISIONS

              	 	 
	 	 	 
	
                Section
                  11.01

              	 	
                Binding
                  Nature of Agreement; Assignment.

              	 	
                182

              


      

       

      
        
          
          

        

        
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                Section
                  11.02

              	 	
                Entire
                  Agreement.

              	 	
                182

              
	
                Section
                  11.03

              	 	
                Amendment.

              	 	
                182

              
	
                Section
                  11.04

              	 	
                Voting
                  Rights.

              	 	
                184

              
	
                Section
                  11.05

              	 	
                Provision
                  of Information.

              	 	
                184

              
	
                Section
                  11.06

              	 	
                Governing
                  Law.

              	 	
                185

              
	
                Section
                  11.07

              	 	
                Notices.

              	 	
                185

              
	
                Section
                  11.08

              	 	
                Severability
                  of Provisions.

              	 	
                185

              
	
                Section
                  11.09

              	 	
                Indulgences;
                  No Waivers.

              	 	
                186

              
	
                Section
                  11.10

              	 	
                Headings
                  Not To Affect Interpretation.

              	 	
                186

              
	
                Section
                  11.11

              	 	
                Benefits
                  of Agreement.

              	 	
                186

              
	
                Section
                  11.12

              	 	
                Special
                  Notices to the Rating Agencies and any NIMS Insurer.

              	 	
                186

              
	
                Section
                  11.13

              	 	
                Conflicts.

              	 	
                187

              
	
                Section
                  11.14

              	 	
                Counterparts.

              	 	
                187

              
	
                Section
                  11.15

              	 	
                Transfer
                  of Servicing.

              	 	
                187

              


      

      
         

        
          
          

        

        
          iv

          
            

          

        

        
          
          

        

      

    

    
       

      ATTACHMENTS


      
        	
                Exhibit
                  A-1

              	 	
                Form
                  of Senior Certificate

              
	
                Exhibit
                  A-2

              	 	
                Form
                  of Class M Certificate

              
	
                Exhibit
                  A-3

              	 	
                Form
                  of Class B Certificate

              
	
                Exhibit
                  A-4

              	 	
                Form
                  of Class P Certificate

              
	
                Exhibit
                  A-5

              	 	
                Form
                  of Class X Certificate

              
	
                Exhibit
                  A-6

              	 	
                Form
                  of Residual Certificate

              
	
                Exhibit
                  A-7

              	 	
                Form
                  of Reverse of Certificate

              
	
                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

              	 	
                Description
                  of Servicing Agreement

              
	
                Exhibit
                  F

              	 	
                Form
                  of Rule 144A Transfer Certificate

              
	
                Exhibit
                  G

              	 	
                Form
                  of Purchaser’s Letter for Institutional Accredited
                  Investors

              
	
                Exhibit
                  H

              	 	
                Form
                  of ERISA Transfer Affidavit

              
	
                Exhibit
                  I

              	 	
                [Reserved]

              
	
                Exhibit
                  J

              	 	
                [Reserved]

              
	
                Exhibit
                  K

              	 	
                Description
                  of Custodial Agreement

              
	
                Exhibit
                  L

              	 	
                Description
                  of Credit Risk Management Agreement

              
	
                Exhibit
                  M-1

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

              
	
                Exhibit
                  M-2

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

              
	
                Exhibit
                  N

              	 	
                Interest
                  Rate Cap Agreement

              
	
                Exhibit
                  O

              	 	
                Swap
                  Agreement

              
	
                Exhibit
                  P

              	 	
                [Reserved]

              
	
                Exhibit
                  Q

              	 	
                Form
                  of Back-Up Certification to be Provided by the Trustee to the Depositor
                  and/or the Master Servicer

              
	
                Exhibit
                  R-1

              	 	
                Form
                  of Watchlist Report

              
	
                Exhibit
                  R-2

              	 	
                Form
                  of Loss Severity Report

              
	
                Exhibit
                  R-3

              	 	
                [Reserved]

              
	
                Exhibit
                  R-4

              	 	
                Form
                  of Prepayment Premiums Report

              
	
                Exhibit
                  R-5

              	 	
                Form
                  of Analytics Report

              
	
                Exhibit
                  S

              	 	
                Servicing
                  Criteria to be Addressed in Report on Assessment of
                  Compliance

              
	
                Exhibit
                  T

              	 	
                [Reserved]

              
	
                Exhibit
                  U

              	 	
                Form
                  of Certification to be Provided by the Credit Risk
                  Manager

              
	
                Exhibit
                  V

              	 	
                Transaction
                  Parties

              
	
                Exhibit
                  W

              	 	
                [Reserved]

              
	
                Exhibit
                  X

              	 	
                Schedule
                  of Fees for Services as Document Custodian

              
	
                Exhibit
                  Y

              	 	
                Form
                  of Call Option Notice

              
	
                Exhibit
                  Z

              	 	
                Form
                  of Purchaser Call Option Notice

              
	
                Schedule
                  A

              	 	
                Mortgage
                  Loan Schedule (by Mortgage Pool)

              
	
                Schedule
                  B

              	 	
                First
                  Payment Default Mortgage Loans

              
	
                Schedule
                  C

              	 	
                Delinquency
                  Default Mortgage Loans

              


      

    

     

    
      
        
        

      

      
        v

        
          

        

      

      
        
        

      

    

     

    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”), CITIBANK, N.A., a national banking association, as trustee (the
“Trustee”), and CLAYTON FIXED INCOME SERVICES INC., as credit risk manager (the
“Credit Risk Manager”).

     

    PRELIMINARY
      STATEMENT

     

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

     

    As
      provided herein, an election shall be made that the Trust Fund (exclusive of
      (i)
      the Swap Agreement, (ii) the Swap Account, (iii) the right to receive and the
      obligation to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iv)
      the Basis Risk Reserve Fund, (v) the Supplemental Interest Trust, (vi) the
      Interest Rate Cap Agreement, (vii) the Interest Rate Cap Account, (viii) the
      Collateral Account, (ix) the right to receive FPD Premiums and (x) the
      obligation to pay Class I Shortfalls (collectively, the “Excluded Trust
      Assets”)) be treated for federal income tax purposes as comprising four real
      estate mortgage investment conduits under Section 860D of the Code (each a
      “REMIC” or, in the alternative “REMIC 1,” “REMIC 2,” “REMIC 3,” and “REMIC 4”
(REMIC 4 also being referred to as the “Upper Tier REMIC”)). Any inconsistencies
      or ambiguities in this Agreement or in the administration of this Agreement
      shall be resolved in a manner that preserves the validity of such REMIC
      elections.

     

    Each
      Certificate, other than the Class R and Class LT-R Certificates, represents
      ownership of a regular interest in the Upper Tier REMIC for purposes of the
      REMIC Provisions. In addition, each Certificate, other than the Class R, Class
      LT-R, Class X and Class P Certificates, represents (i) the right to receive
      payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk
      Shortfalls and (ii) the obligation to pay Class I Shortfalls. The Class LT-R
      Certificate represents ownership of the sole Class of residual interest in
      REMIC
      1. The Class R Certificate represents ownership of the sole Class of residual
      interest in each of REMIC 2, REMIC 3, and the Upper Tier REMIC for purposes
      of
      the REMIC Provisions.

     

    The
      Upper
      Tier REMIC shall hold as its assets the uncertificated Lower Tier Interests
      in
      REMIC 3, other than the Class LT3-R interest, and each such Lower Tier Interest
      is hereby designated as a regular interest in REMIC 3 for purposes of the REMIC
      Provisions. REMIC 3 shall hold as its assets the uncertificated Lower Tier
      Interests in REMIC 2, other than the Class LT2-R interest, and each such Lower
      Tier Interest is hereby designated as a regular interest in REMIC 2. REMIC
      2
      shall hold as its assets the uncertificated Lower Tier Interests in REMIC 1,
      and
      each such Lower Tier Interest is hereby designated as a regular interest in
      REMIC 1. REMIC 1 shall hold as its assets the property of the Trust Fund other
      than the Lower Tier Interests in REMIC 1, REMIC 2 and REMIC 3 and the Excluded
      Trust Assets.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    The
      startup day for each REMIC created hereby for purposes of the REMIC Provisions
      is the Closing Date. In addition, for purposes of the REMIC Provisions, the
      latest possible maturity date for each regular interest in each REMIC created
      hereby is the Latest Possible Maturity Date.

     

    REMIC
      1:  

     

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

     

    On
      each
      Distribution Date, the Trustee shall first pay or charge as an expense of
      REMIC 1 all expenses of the Trust Fund for such Distribution Date, other
      than any expenses in respect of the Swap Agreement.

     

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

     

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

     

    On
      each
      Distribution Date, the Trustee shall distribute the Prepayment Premiums
      collected during the preceding Prepayment Period to the Lower Tier Interest
      in
      REMIC 1 corresponding to the Mortgage Loan with respect to which such amounts
      were received.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    REMIC
      2:   

     

    The
      following table sets forth the designations, principal balances and interest
      rates for each interest in REMIC 2, each of which (other than the Class LT2-R
      Lower Tier Interest) is hereby designated as a regular interest in REMIC 2
      (the
“REMIC 2 Regular Interests”):

    

      
        	
                Class
                  Designation

              	 	
                Initial
                  Principal

                Balance

              	 	
                Interest
                  Rate

              
	
                LT2-A

              	 	
                $39,688,115.48

              	 	
                (1)

              
	
                LT2-F1

              	 	
                 
                  11,150,000.00

              	 	
                (2)

              
	
                LT2-V1

              	 	
                 
                  11,150,000.00

              	 	
                (3)

              
	
                LT2-F2

              	 	
                 
                  10,821,500.00

              	 	
                (2)

              
	
                LT2-V2

              	 	
                 
                  10,821,500.00

              	 	
                (3)

              
	
                LT2-F3

              	 	
                 
                  10,502,000.00

              	 	
                (2)

              
	
                LT2-V3

              	 	
                 
                  10,502,000.00

              	 	
                (3)

              
	
                LT2-F4

              	 	
                 
                  10,191,500.00

              	 	
                (2)

              
	
                LT2-V4

              	 	
                 
                  10,191,500.00

              	 	
                (3)

              
	
                LT2-F5

              	 	
                   
                  9,891,000.00

              	 	
                (2)

              
	
                LT2-V5

              	 	
                   
                  9,891,000.00

              	 	
                (3)

              
	
                LT2-F6

              	   	
                   
                  9,599,000.00

              	 	
                (2)

              
	
                LT2-V6

              	 	
                   
                  9,599,000.00

              	 	
                (3)

              
	
                LT2-F7

              	 	
                   
                  9,315,500.00

              	 	
                (2)

              
	
                LT2-V7

              	 	
                   
                  9,315,500.00

              	 	
                (3)

              
	
                LT2-F8

              	 	
                   
                  9,040,500.00

              	 	
                (2)

              
	
                LT2-V8

              	 	
                   
                  9,040,500.00

              	 	
                (3)

              
	
                LT2-F9

              	 	
                   
                  8,773,500.00

              	 	
                (2)

              
	
                LT2-V9

              	 	
                   
                  8,773,500.00

              	 	
                (3)

              
	
                LT2-F10

              	 	
                   
                  8,514,500.00

              	 	
                (2)

              
	
                LT2-V10

              	 	
                   
                  8,514,500.00

              	 	
                (3)

              
	
                LT2-F11

              	 	
                   
                  8,263,000.00

              	 	
                (2)

              
	
                LT2-V11

              	 	
                   
                  8,263,000.00

              	 	
                (3)

              
	
                LT2-F12

              	 	
                   
                  8,339,000.00

              	 	
                (2)

              
	
                LT2-V12

              	 	
                   
                  8,339,000.00

              	 	
                (3)

              
	
                LT2-F13

              	 	
                   
                  9,291,000.00

              	 	
                (2)

              
	
                LT2-V13

              	 	
                   
                  9,291,000.00

              	 	
                (3)

              
	
                LT2-F14

              	 	
                 
                  10,146,500.00

              	 	
                (2)

              
	
                LT2-V14

              	 	
                 
                  10,146,500.00

              	 	
                (3)

              
	
                LT2-F15

              	 	
                 
                  10,069,000.00

              	 	
                (2)

              
	
                LT2-V15

              	 	
                  
                  10,069,000.00

              	 	
                (3)

              
	
                LT2-F16

              	 	
                   
                  9,873,500.00

              	 	
                (2)

              
	
                LT2-V16

              	 	
                   
                  9,873,500.00

              	 	
                (3)

              
	
                LT2-F17

              	 	
                   
                  9,757,500.00

              	 	
                (2)

              
	
                LT2-V17

              	 	
                   
                  9,757,500.00

              	 	
                (3)

              
	
                LT2-F18

              	 	
                   
                  9,560,500.00

              	 	
                (2)

              
	
                LT2-V18

              	 	
                   
                  9,560,500.00

              	 	
                (3)

              
	
                LT2-F19

              	 	
                   
                  9,406,500.00

              	 	
                (2)

              
	
                LT2-V19

              	 	
                   
                  9,406,500.00

              	 	
                (3)

              


      

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      
        	
                ClassDesignation

              	 	
                Initial
                  Principal 

                Balance

              	 	
                Interest
                  Rate

              
	
                LT2-V20

              	 	
                  9,210,500.00

              	 	
                (3)

              
	
                LT2-F21

              	 	
                  8,976,000.00

              	 	
                (2)

              
	
                LT2-V21

              	 	
                  8,976,000.00

              	 	
                (3)

              
	
                LT2-F22

              	 	
                  8,742,500.00

              	 	
                (2)

              
	
                LT2-V22

              	 	
                  8,742,500.00

              	 	
                (3)

              
	
                LT2-F23

              	 	
                30,206,000.00

              	 	
                (2)

              
	
                LT2-V23

              	 	
                30,206,000.00

              	 	
                (3)

              
	
                LT2-F24

              	 	
                16,236,000.00

              	 	
                (2)

              
	
                LT2-V24

              	 	
                16,236,000.00

              	 	
                (3)

              
	
                LT2-F25

              	 	
                14,166,500.00

              	 	
                (2)

              
	
                LT2-V25

              	 	
                14,166,500.00

              	 	
                (3)

              
	
                LT2-F26

              	 	
                10,771,000.00

              	 	
                (2)

              
	
                LT2-V26

              	 	
                10,771,000.00

              	 	
                (3)

              
	
                LT2-F27

              	 	
                  8,430,000.00

              	 	
                (2)

              
	
                LT2-V27

              	 	
                  8,430,000.00

              	 	
                (3)

              
	
                LT2-F28

              	 	
                  6,674,500.00

              	 	
                (2)

              
	
                LT2-V28

              	 	
                  6,674,500.00

              	 	
                (3)

              
	
                LT2-F29

              	 	
                  5,346,000.00

              	 	
                (2)

              
	
                LT2-V29

              	 	
                  5,346,000.00

              	 	
                (3)

              
	
                LT2-F30

              	 	
                  4,371,500.00

              	 	
                (2)

              
	
                LT2-V30

              	 	
                  4,371,500.00

              	 	
                (3)

              
	
                LT2-F31

              	 	
                  3,551,000.00

              	 	
                (2)

              
	
                LT2-V31

              	 	
                  3,551,000.00

              	 	
                (3)

              
	
                LT2-F32

              	 	
                  2,927,000.00

              	 	
                (2)

              
	
                LT2-V32

              	 	
                  2,927,000.00

              	 	
                (3)

              
	
                LT2-F33

              	 	
                  2,771,000.00

              	 	
                (2)

              
	
                LT2-V33

              	 	
                  2,771,000.00

              	 	
                (3)

              
	
                LT2-F34

              	 	
                  2,614,500.00

              	 	
                (2)

              
	
                LT2-V34

              	 	
                  2,614,500.00

              	 	
                (3)

              
	
                LT2-F35

              	 	
                  2,497,500.00

              	 	
                (2)

              
	
                LT2-V35

              	 	
                  2,497,500.00

              	 	
                (3)

              
	
                LT2-F36

              	 	
                  2,381,000.00

              	 	
                (2)

              
	
                LT2-V36

              	 	
                  2,381,000.00

              	 	
                (3)

              
	
                LT2-F37

              	 	
                  2,263,500.00

              	 	
                (2)

              
	
                LT2-V37

              	 	
                  2,263,500.00

              	 	
                (3)

              
	
                LT2-F38

              	 	
                  2,146,000.00

              	 	
                (2)

              
	
                LT2-V38

              	 	
                  2,146,000.00

              	 	
                (3)

              
	
                LT2-F39

              	 	
                  2,069,000.00

              	 	
                (2)

              
	
                LT2-V39

              	 	
                  2,069,000.00

              	 	
                (3)

              
	
                LT2-F40

              	 	
                  1,912,500.00

              	 	
                (2)

              
	
                LT2-V40

              	 	
                  1,912,500.00

              	 	
                (3)

              
	
                LT2-F41

              	 	
                  1,872,500.00

              	 	
                (2)

              
	
                LT2-V41

              	 	
                  1,872,500.00

              	 	
                (3)

              


      

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      
        	
                Class
                  Designation

              	 	
                Initial
                  Principal 

                Balance

              	 	
                Interest
                  Rate

              
	
                LT2-V42

              	 	
                  1,756,500.00

              	 	
                (3)

              
	
                LT2-F43

              	 	
                  1,679,000.00

              	 	
                (2)

              
	
                LT2-V43

              	 	
                  1,679,000.00

              	 	
                (3)

              
	
                LT2-F44

              	 	
                  1,599,500.00

              	 	
                (2)

              
	
                LT2-V44

              	 	
                  1,599,500.00

              	 	
                (3)

              
	
                LT2-F45

              	 	
                  1,483,000.00

              	 	
                (2)

              
	
                LT2-V45

              	 	
                  1,483,000.00

              	 	
                (3)

              
	
                LT2-F46

              	 	
                  1,444,500.00

              	 	
                (2)

              
	
                LT2-V46

              	 	
                  1,444,500.00

              	 	
                (3)

              
	
                LT2-F47

              	 	
                  1,365,500.00

              	 	
                (2)

              
	
                LT2-V47

              	 	
                  1,365,500.00

              	 	
                (3)

              
	
                LT2-F48

              	 	
                  1,327,000.00

              	 	
                (2)

              
	
                LT2-V48

              	 	
                  1,327,000.00

              	 	
                (3)

              
	
                LT2-F49

              	 	
                  1,209,500.00

              	 	
                (2)

              
	
                LT2-V49

              	 	
                  1,209,500.00

              	 	
                (3)

              
	
                LT2-F50

              	 	
                  1,170,500.00

              	 	
                (2)

              
	
                LT2-V50

              	 	
                  1,170,500.00

              	 	
                (3)

              
	
                LT2-F51

              	 	
                  1,132,000.00

              	 	
                (2)

              
	
                LT2-V51

              	 	
                  1,132,000.00

              	 	
                (3)

              
	
                LT2-F52

              	 	
                  1,054,500.00

              	 	
                (2)

              
	
                LT2-V52

              	 	
                  1,054,500.00

              	 	
                (3)

              
	
                LT2-F53

              	 	
                  1,014,500.00

              	 	
                (2)

              
	
                LT2-V53

              	 	
                  1,014,500.00

              	 	
                (3)

              
	
                LT2-F54

              	 	
                     975,500.00

              	 	
                (2)

              
	
                LT2-V54

              	 	
                     975,500.00

              	 	
                (3)

              
	
                LT2-F55

              	 	
                     898,000.00

              	 	
                (2)

              
	
                LT2-V55

              	 	
                     898,000.00

              	 	
                (3)

              
	
                LT2-F56

              	 	
                     897,000.00

              	 	
                (2)

              
	
                LT2-V56

              	 	
                     897,000.00

              	 	
                (3)

              
	
                LT2-F57

              	 	
                     819,000.00

              	 	
                (2)

              
	
                LT2-V57

              	 	
                     819,000.00

              	 	
                (3)

              
	
                LT2-F58

              	 	
                     781,000.00

              	 	
                (2)

              
	
                LT2-V58

              	 	
                     781,000.00

              	 	
                (3)

              
	
                LT2-F59

              	 	
                     761,000.00

              	 	
                (2)

              
	
                LT2-V59

              	 	
                     761,000.00

              	 	
                (3)

              
	
                LT2-F60

              	 	
                     714,500.00

              	 	
                (2)

              
	
                LT2-V60

              	 	
                     714,500.00

              	 	
                (3)

              
	
                LT2-F61

              	 	
                     679,000.00

              	 	
                (2)

              
	
                LT2-V61

              	 	
                     679,000.00

              	 	
                (3)

              
	
                LT2-F62

              	 	
                     645,000.00

              	 	
                (2)

              
	
                LT2-V62

              	 	
                     645,000.00

              	 	
                (3)

              
	
                LT2-F63

              	 	
                     613,000.00

              	 	
                (2)

              
	
                LT2-V63

              	 	
                     613,000.00

              	 	
                (3)

              


      

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      
        	
                Class
                  Designation

              	 	
                Initial
                  Principal 

                Balance

              	 	
                Interest
                  Rate

              
	
                LT2-V64

              	 	
                     584,500.00

              	 	
                (3)

              
	
                LT2-F65

              	 	
                     554,000.00

              	 	
                (2)

              
	
                LT2-V65

              	 	
                     554,000.00

              	 	
                (3)

              
	
                LT2-F66

              	 	
                     527,000.00

              	 	
                (2)

              
	
                LT2-V66

              	 	
                     527,000.00

              	 	
                (3)

              
	
                LT2-F67

              	 	
                     501,500.00

              	 	
                (2)

              
	
                LT2-V67

              	 	
                     501,500.00

              	 	
                (3)

              
	
                LT2-F68

              	 	
                     475,500.00

              	 	
                (2)

              
	
                LT2-V68

              	 	
                     475,500.00

              	 	
                (3)

              
	
                LT2-F69

              	 	
                     452,500.00

              	 	
                (2)

              
	
                LT2-V69

              	 	
                     452,500.00

              	 	
                (3)

              
	
                LT2-F70

              	 	
                     431,000.00

              	 	
                (2)

              
	
                LT2-V70

              	 	
                     431,000.00

              	 	
                (3)

              
	
                LT2-F71

              	 	
                  8,282,500.00

              	 	
                (2)

              
	
                LT2-V71

              	 	
                  8,282,500.00

              	 	
                (3)

              
	
                LT2-R

              	 	
                (4)

              	 	
                (4)

              
	 	 	 	 	 


      

    

     

    
      	 	
              (1)

            	
              For
                any Distribution Date (and the related Accrual Period) the interest
                rate
                for the Class LT2-A Interest shall be the Net WAC Rate.
                

            


    

     

    
      	 	
              (2)

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

            


    

     

    
      	 	
              (3)

            	
              For
                any Distribution Date (and the related Accrual Period) the interest
                rate
                for each of these Lower Tier Interests shall be the excess, if any,
                of (i)
                the product of (a) the Net WAC Rate and (b) 2, over (ii) the REMIC
                Swap
                Rate for such Distribution Date and, if no such excess, shall be
                zero.

            


    

     

    
      	 	
              (4)

            	
              The
                Class LT2-R interest shall not have a principal amount and shall
                not bear
                interest. The Class LT2-R interest is hereby designated as the sole
                class
                of residual interest in REMIC 2.

            


    

     

    On
      each
      Distribution Date, the Trustee shall distribute the aggregate Interest
      Remittance Amount for the two Mortgage Pools (net of the expenses paid by REMIC
      1) with respect to each of the Lower Tier Interests in REMIC 2 based on the
      above-described interest rates.

     

    On
      each
      Distribution Date, the Trustee shall distribute the aggregate Principal
      Remittance Amount with respect to the two Mortgage Pools with respect to the
      Lower Tier Interests in REMIC 2, first to the Class LT2-A Interest until its
      principal balance is reduced to zero, and then sequentially, to the other Lower
      Tier Interests in REMIC 2 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 shall
      be
      allocated among the Lower Tier Interests in REMIC 2 in the same manner that
      principal distributions are allocated.

     

    On
      each
      Distribution Date, the Trustee shall distribute the Prepayment Premiums
      collected during the preceding Prepayment Period to the Class LT2-F71 Lower
      Tier
      Interest.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    REMIC
      3:   

     

    The
      following table sets forth the designations, principal balances and interest
      rates for each interest in REMIC 3, each of which (other than the Class LT3-R
      interest) is hereby designated as a regular interest in REMIC 3 (the “REMIC 3
      Regular Interests”):

     

    
      	
              REMIC
                3

              Lower
                Tier 

              Class
                Designation

            	 	
              REMIC
                3

              Lower
                Tier

              Interest
                Rate

            	 	
              Initial
                Class 

              Principal
                Amount

            	 	
              Corresponding
                Class of

              Certificate(s)

            
	
              Class
                LT3-A1

            	 	
              (1)

            	 	
              (3)

            	 	
              A1

            
	
              Class
                LT3-A2

            	 	
              (1)

            	 	
              (3)

            	 	
              A2

            
	
              Class
                LT3-A3

            	 	
              (1)

            	 	
              (3)

            	 	
              A3

            
	
              Class
                LT3-A4

            	 	
              (1)

            	 	
              (3)

            	 	
              A4

            
	
              Class
                LT3-A5

            	 	
              (1)

            	 	
              (3)

            	 	
              A5

            
	
              Class
                LT3-M1

            	 	
              (1)

            	 	
              (3)

            	 	
              M1

            
	
              Class
                LT3-M2

            	 	
              (1)

            	 	
              (3)

            	 	
              M2

            
	
              Class
                LT3-M3

            	 	
              (1)

            	 	
              (3)

            	 	
              M3

            
	
              Class
                LT3-M4

            	 	
              (1)

            	 	
              (3)

            	 	
              M4

            
	
              Class
                LT3-M5

            	 	
              (1)

            	 	
              (3)

            	 	
              M5

            
	
              Class
                LT3-M6

            	 	
              (1)

            	 	
              (3)

            	 	
              M6

            
	
              Class
                LT3-M7

            	 	
              (1)

            	 	
              (3)

            	 	
              M7

            
	
              Class
                LT3-M8

            	 	
              (1)

            	 	
              (3)

            	 	
              M8

            
	
              Class
                LT3-M9

            	 	
              (1)

            	 	
              (3)

            	 	
              M9

            
	
              Class
                LT3-B1

            	 	
              (1)

            	 	
              (3)

            	 	
              B1

            
	
              Class
                LT3-B2

            	 	
              (1)

            	 	
              (3)

            	 	
              B2

            
	
              Class
                LT3-Q

            	 	
              (1)

            	 	
              (4)

            	 	
              N/A

            
	
              Class
                LT3-IO

            	 	
              (2)

            	 	
              (2)

            	 	
              N/A

            
	
              Class
                LT3-R

            	 	
              (5)

            	 	
              (5)

            	 	
              R

            


    

    
       

      
        

      

    

    
      	 	
              (1)

            	
              For
                any Distribution Date (and the related Accrual Period) the interest
                rate
                for each of these Lower Tier Interests in REMIC 3 is a per annum
                rate
                equal to the weighted average of the interest rates on the Lower
                Tier
                Interests in REMIC 2 for such Distribution Date, provided,
                however, that
                for any Distribution Date on which the Class LT3-IO Interest is entitled
                to a portion of the interest accruals on a Lower Tier Interest in
                REMIC 2
                having an “F” in its class designation, as described in footnote two
                below, such weighted average shall be computed by first subjecting
                the
                rate on such Lower Tier Interest in REMIC 2 to a cap equal to Swap
                LIBOR
                for such Distribution Date.

            


    

     

    
      	 	
              (2)

            	
              The
                Class LT3-IO is an interest only class that does not have a principal
                balance. For only those Distribution Dates listed in the first column
                in
                the table below, the Class LT3-IO shall be entitled to interest accrued
                on
                the Lower Tier Interest in REMIC 2 listed in the second column in
                the
                table below at a per annum rate equal to the excess, if any, of (i)
                the
                interest rate for such Lower Tier Interest in REMIC 2 for such
                Distribution Date over (ii) Swap LIBOR for such Distribution
                Date.

            


    

     

    
      	
              Distribution
                Dates

            	 	
              REMIC
                2

              Class
                Designation

            
	
              2

            	 	
              Class
                LT2-F1

            
	
              2-3

            	 	
              Class
                LT2-F2

            
	
              2-4

            	 	
              Class
                LT2-F3

            
	
              2-5

            	 	
              Class
                LT2-F4

            
	
              2-6

            	 	
              Class
                LT2-F5

            
	
              2-7

            	 	
              Class
                LT2-F6

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      	
              2-8

            	 	
              Class
                LT2-F7

            
	
              2-9

            	 	
              Class
                LT2-F8

            
	
              2-10

            	 	
              Class
                LT2-F9

            
	
              2-11

            	 	
              Class
                LT2-F10

            
	
              2-12

            	 	
              Class
                LT2-F11

            
	
              2-13

            	 	
              Class
                LT2-F12

            
	
              2-14

            	 	
              Class
                LT2-F13

            
	
              2-15

            	 	
              Class
                LT2-F14

            
	
              2-16

            	 	
              Class
                LT2-F15

            
	
              2-17

            	 	
              Class
                LT2-F16

            
	
              2-18

            	 	
              Class
                LT2-F17

            
	
              2-19

            	 	
              Class
                LT2-F18

            
	
              2-20

            	 	
              Class
                LT2-F19

            
	
              2-21

            	 	
              Class
                LT2-F20

            
	
              2-22

            	 	
              Class
                LT2-F21

            
	
              2-23

            	 	
              Class
                LT2-F22

            
	
              2-24

            	 	
              Class
                LT2-F23

            
	
              2-25

            	 	
              Class
                LT2-F24

            
	
              2-26

            	 	
              Class
                LT2-F25

            
	
              2-27

            	 	
              Class
                LT2-F26

            
	
              2-28

            	 	
              Class
                LT2-F27

            
	
              2-29

            	 	
              Class
                LT2-F28

            
	
              2-30

            	 	
              Class
                LT2-F29

            
	
              2-31

            	 	
              Class
                LT2-F30

            
	
              2-32

            	 	
              Class
                LT2-F31

            
	
              2-33

            	 	
              Class
                LT2-F32

            
	
              2-34

            	 	
              Class
                LT2-F33

            
	
              2-35

            	 	
              Class
                LT2-F34

            
	
              2-36

            	 	
              Class
                LT2-F35

            
	
              2-37

            	 	
              Class
                LT2-F36

            
	
              2-38

            	 	
              Class
                LT2-F37

            
	
              2-39

            	 	
              Class
                LT2-F38

            
	
              2-40

            	 	
              Class
                LT2-F39

            
	
              2-41

            	 	
              Class
                LT2-F40

            
	
              2-42

            	 	
              Class
                LT2-F41

            
	
              2-43

            	 	
              Class
                LT2-F42

            
	
              2-44

            	 	
              Class
                LT2-F43

            
	
              2-45

            	 	
              Class
                LT2-F44

            
	
              2-46

            	 	
              Class
                LT2-F45

            
	
              2-47

            	 	
              Class
                LT2-F46

            
	
              2-48

            	 	
              Class
                LT2-F47

            
	
              2-49

            	 	
              Class
                LT2-F48

            
	
              2-50

            	 	
              Class
                LT2-F49

            
	
              2-51

            	 	
              Class
                LT2-F50

            
	
              2-52

            	 	
              Class
                LT2-F51

            
	
              2-53

            	 	
              Class
                LT2-F52

            
	
              2-54

            	 	
              Class
                LT2-F53

            
	
              2-55

            	 	
              Class
                LT2-F54

            
	
              2-56

            	 	
              Class
                LT2-F55

            
	
              2-57

            	 	
              Class
                LT2-F56

            
	
              2-58

            	 	
              Class
                LT2-F57

            
	
              2-59

            	 	
              Class
                LT2-F58

            
	
              2-60

            	 	
              Class
                LT2-F59

            
	
              2-61

            	 	
              Class
                LT2-F60

            
	
              2-62

            	 	
              Class
                LT2-F61

            
	
              2-63

            	 	
              Class
                LT2-F62

            


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
      	
              2-64

            	 	
              Class
                LT2-F63

            
	
              2-65

            	 	
              Class
                LT2-F64

            
	
              2-66

            	 	
              Class
                LT2-F65

            
	
              2-67

            	 	
              Class
                LT2-F66

            
	
              2-68

            	 	
              Class
                LT2-F67

            
	
              2-69

            	 	
              Class
                LT2-F68

            
	
              2-70

            	 	
              Class
                LT2-F69

            
	
              2-71

            	 	
              Class
                LT2-F70

            
	
              2-72

            	 	
              Class
                LT2-F71

            


    

    
       

      
        

      

    

    
      	 	
              (3)

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

            


    

     

    
      	 	
              (4)

            	
              This
                interest shall have an initial class principal amount equal to the
                excess
                of (i) the Aggregate Pool Balance as of the Cut-off Date, over (ii)
                the
                aggregate initial class principal amount of each other regular interest
                in
                REMIC 3.

            


    

     

    
      	 	
              (5)

            	
              The
                Class LT3-R interest is the sole class of residual interests in REMIC
                3.
                It does not have an interest rate or a principal
                balance.

            


    

     

    On
      each
      Distribution Date, interest shall be distributed on the Lower Tier Interests
      in
      REMIC 3 based on the above-described interest rates,
      provided,
      however,
      that
      interest that accrues on the Class LT3-Q Interest shall be deferred in an amount
      equal to one-half of the increase, if any, in the Overcollateralization Amount
      for such Distribution Date. Any interest so deferred shall itself bear interest
      at the interest rate for the Class LT3-Q Interest. An amount equal to the
      interest so deferred shall be distributed as additional principal on the other
      Lower Tier Interests in REMIC 3 having a principal balance in the manner
      described under priority (a) below.

     

    On
      each
      Distribution Date principal shall be distributed, and Realized Losses shall
      be
      allocated, among the Lower Tier Interests in REMIC 3 in the following order
      of
      priority:

     

    (a)
      First, to the Class LT3-A1, Class LT3-A2, Class LT3-A3, Class LT3-A4, Class
      LT3-A5, Class LT3-M1, Class LT3-M2, Class LT3-M3, Class LT3-M4, Class
      LT3-M5, Class LT3-M6, Class LT3-M7, Class LT3-M8, Class LT3-M9, Class LT3-B1
      and
      Class LT3-B2 Interests until the principal balance of each such Lower Tier
      Interest equals one-half of the Class Principal Amount of the Corresponding
      Class of Certificates immediately after such Distribution Date; and

     

    (b)
      Second, to the Class LT3-Q Interest, any remaining amounts.

     

    On
      each
      Distribution Date, the Trustee shall be deemed to have distributed the
      Prepayment Premiums passed through with respect to the Class LT2-F71 Lower
      Tier
      Interest in REMIC 2 on such Distribution Date to the Class LT3-Q
      Interest.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    The
      Certificates:

     

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

    
      

        
          	
                  Class

                  Designation

                	 	
                  Certificate

                  Interest
                    Rate

                	 	
                  Initial

                  Class
                    Principal 

                  Amount

                	 	
                  Minimum

                  Denomination

                
	
                  Class
                    A1

                	 	
                  (1)

                	 	
                  $415,137,000.00

                	 	
                  $  25,000

                
	
                  Class
                    A2

                	 	
                     
                    (2)

                	 	
                  $110,487,000.00

                	 	
                  $  25,000

                
	
                  Class
                    A3

                	 	
                  (3)

                	 	
                  $  18,819,000.00

                	 	
                  $  25,000

                
	
                  Class
                    A4

                	 	
                  (4)

                	 	
                  $  39,086,000.00

                	 	
                  $  25,000

                
	
                  Class
                    A5

                	 	
                  (5)

                	 	
                  $  14,861,000.00

                	 	
                  $  25,000

                
	
                  Class
                    M1

                	 	
                  (6)

                	 	
                  $  43,103,000.00

                	 	
                  $100,000

                
	
                  Class
                    M2

                	 	
                  (7)

                	 	
                  $  25,629,000.00

                	 	
                  $100,000

                
	
                  Class
                    M3

                	 	
                  (8)

                	 	
                  $  14,756,000.00

                	 	
                  $100,000

                
	
                  Class
                    M4

                	 	
                  (9)

                	 	
                  $  13,203,000.00

                	 	
                  $100,000

                
	
                  Class
                    M5

                	 	
                  (10)

                	 	
                  $  12,426,000.00

                	 	
                  $100,000

                
	
                  Class
                    M6

                	 	
                  (11)

                	 	
                  $  11,649,000.00

                	 	
                  $100,000

                
	
                  Class
                    M7

                	 	
                  (12)

                	 	
                  $  11,261,000.00

                	 	
                  $100,000

                
	
                  Class
                    M8

                	 	
                  (13)

                	 	
                  $    7,766,000.00

                	 	
                  $100,000

                
	
                  Class
                    M9

                	 	
                  (14)

                	 	
                  $    8,931,000.00

                	 	
                  $100,000

                
	
                  Class
                    B1

                	 	
                  (15)

                	 	
                  $    5,048,000.00

                	 	
                  $100,000

                
	
                  Class
                    B2

                	 	
                  (16)

                	 	
                  $    7,766,000.00

                	 	
                  $100,000

                
	
                  Class
                    X

                	 	
                  (17)

                	 	
                  (17)

                	 	
                  5%

                
	
                  Class
                    R

                	 	
                  (18)

                	 	
                  (18)

                	 	
                  100%

                
	
                  Class
                    P

                	 	
                  (19)

                	 	
                  $100
                    (20)

                	 	
                  5%

                
	
                  Class
                    LT-R

                	 	
                  (21)

                	 	
                  (21)

                	 	
                  100%

                


        

      

    

    
      

    

    
      	
              (1)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class A1 Certificates is the per
                annum
                rate equal to the lesser of (i) LIBOR plus 0.210% and (ii) with respect
                to
                any Distribution Date on which the Class Principal Amounts of the
                Group 2
                Senior Certificates are outstanding, the Pool 1 Net Funds Cap for
                such
                Distribution Date or, after the Distribution Date on which the Class
                Principal Amounts of the Group 2 Senior Certificates have been reduced
                to
                zero, the Subordinate Net Funds Cap for such Distribution
                Date;
                provided,
                that if the Mortgage Loans and related property are not purchased
                pursuant
                to Section 7.01(b) on the Initial Optional Termination Date, then
                with
                respect to each subsequent Distribution Date the per annum rate calculated
                pursuant to clause (i) above with respect to the Class A1 Certificates
                will be LIBOR plus 0.420%. For purposes of the REMIC Provisions,
                each
                reference to a Net Funds Cap in clause (ii) of the preceding sentence
                shall be deemed to be a reference to the REMIC 3 Net Funds Cap; therefore,
                on any Distribution Date on which the Certificate Interest Rate for
                the
                Class A1 Certificates exceeds the REMIC 3 Net Funds Cap, interest
                accruals
                based on such excess shall be treated as having been paid from the
                Basis
                Risk Reserve Fund or the Supplemental Interest Trust, as applicable;
                on
                any Distribution Date on which the Certificate Interest Rate on the
                Class
                A1 Certificates is based on a Net Funds Cap, the amount of interest
                that
                would have accrued on the Class A1 Certificates if the REMIC 3 Net
                Funds
                Cap were substituted for the Net Funds Cap shall be treated as having
                been
                paid by the Class A1 Certificateholders to the Supplemental Interest
                Trust, all pursuant to and as further provided in Section 10.01(n)
                hereof.

            


    

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    
      	
              (2)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class A2 Certificates is the per
                annum
                rate equal to the lesser of (i) LIBOR plus 0.060% and (ii) with respect
                to
                any Distribution Date on which the Class Principal Amounts of the
                Group 1
                Senior Certificates are outstanding, the Pool 2 Net Funds Cap for
                such
                Distribution Date or, after the Distribution Date on which the Class
                Principal Amounts of the Group 1 Senior Certificates have been reduced
                to
                zero, the Subordinate Net Funds Cap for such Distribution
                Date;
                provided,
                that if the Mortgage Loans and related property are not purchased
                pursuant
                to Section 7.01(b) on the Initial Optional Termination Date, then
                with
                respect to each subsequent Distribution Date the per annum rate calculated
                pursuant to clause (i) above with respect to the Class A2 Certificates
                will be LIBOR plus 0.120%. For purposes of the REMIC Provisions,
                each
                reference to a Net Funds Cap in clause (ii) of the preceding sentence
                shall be deemed to be a reference to the REMIC 3 Net Funds Cap; therefore,
                on any Distribution Date on which the Certificate Interest Rate for
                the
                Class A2 Certificates exceeds the REMIC 3 Net Funds Cap, interest
                accruals
                based on such excess shall be treated as having been paid from the
                Basis
                Risk Reserve Fund or the Supplemental Interest Trust, as applicable;
                on
                any Distribution Date on which the Certificate Interest Rate on the
                Class
                A2 Certificates is based on a Net Funds Cap, the amount of interest
                that
                would have accrued on the Class A2 Certificates if the REMIC 3 Net
                Funds
                Cap were substituted for the Net Funds Cap shall be treated as having
                been
                paid by the Class A2 Certificateholders to the Supplemental Interest
                Trust, all pursuant to and as further provided in Section 10.01(n)
                hereof.

            


    

     

    
      	
              (3)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class A3 Certificates is the per
                annum
                rate equal to the lesser of (i) LIBOR plus 0.130% and (ii) with respect
                to
                any Distribution Date on which the Class Principal Amounts of the
                Group 1
                Senior Certificates are outstanding, the Pool 2 Net Funds Cap for
                such
                Distribution Date or, after the Distribution Date on which the Class
                Principal Amounts of the Group 1 Senior Certificates have been reduced
                to
                zero, the Subordinate Net Funds Cap for such Distribution
                Date;
                provided,
                that if the Mortgage Loans and related property are not purchased
                pursuant
                to Section 7.01(b) on the Initial Optional Termination Date, then
                with
                respect to each subsequent Distribution Date the per annum rate calculated
                pursuant to clause (i) above with respect to the Class A3 Certificates
                will be LIBOR plus 0.260%. For purposes of the REMIC Provisions,
                each
                reference to a Net Funds Cap in clause (ii) of the preceding sentence
                shall be deemed to be a reference to the REMIC 3 Net Funds Cap; therefore,
                on any Distribution Date on which the Certificate Interest Rate for
                the
                Class A3 Certificates exceeds the REMIC 3 Net Funds Cap, interest
                accruals
                based on such excess shall be treated as having been paid from the
                Basis
                Risk Reserve Fund or the Supplemental Interest Trust, as applicable;
                on
                any Distribution Date on which the Certificate Interest Rate on the
                Class
                A3 Certificates is based on a Net Funds Cap, the amount of interest
                that
                would have accrued on the Class A3 Certificates if the REMIC 3 Net
                Funds
                Cap were substituted for the Net Funds Cap shall be treated as having
                been
                paid by the Class A3 Certificateholders to the Supplemental Interest
                Trust, all pursuant to and as further provided in Section 10.01(n)
                hereof.

            


    

     

    
      	
              (4)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class A4 Certificates is the per
                annum
                rate equal to the lesser of (i) LIBOR plus 0.170% and (ii) with respect
                to
                any Distribution Date on which the Class Principal Amounts of the
                Group 1
                Senior Certificates are outstanding, the Pool 2 Net Funds Cap for
                such
                Distribution Date or, after the Distribution Date on which the Class
                Principal Amounts of the Group 1 Senior Certificates have been reduced
                to
                zero, the Subordinate Net Funds Cap for such Distribution
                Date;
                provided,
                that if the Mortgage Loans and related property are not purchased
                pursuant
                to Section 7.01(b) on the Initial Optional Termination Date, then
                with
                respect to each subsequent Distribution Date the per annum rate calculated
                pursuant to clause (i) above with respect to the Class A4 Certificates
                will be LIBOR plus 0.340%. For purposes of the REMIC Provisions,
                each
                reference to a Net Funds Cap in clause (ii) of the preceding sentence
                shall be deemed to be a reference to the REMIC 3 Net Funds Cap; therefore,
                on any Distribution Date on which the Certificate Interest Rate for
                the
                Class A4 Certificates exceeds the REMIC 3 Net Funds Cap, interest
                accruals
                based on such excess shall be treated as having been paid from the
                Basis
                Risk Reserve Fund or the Supplemental Interest Trust, as applicable;
                on
                any Distribution Date on which the Certificate Interest Rate on the
                Class
                A4 Certificates is based on a Net Funds Cap, the amount of interest
                that
                would have accrued on the Class A4 Certificates if the REMIC 3 Net
                Funds
                Cap were substituted for the Net Funds Cap shall be treated as having
                been
                paid by the Class A4 Certificateholders to the Supplemental Interest
                Trust, all pursuant to and as further provided in Section 10.01(n)
                hereof.

            


    

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    
      	
              (5)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class A5 Certificates is the per
                annum
                rate equal to the lesser of (i) LIBOR plus 0.250% and (ii) with respect
                to
                any Distribution Date on which the Class Principal Amounts of the
                Group 1
                Senior Certificates are outstanding, the Pool 2 Net Funds Cap for
                such
                Distribution Date or, after the Distribution Date on which the Class
                Principal Amounts of the Group 1 Senior Certificates have been reduced
                to
                zero, the Subordinate Net Funds Cap for such Distribution
                Date;
                provided,
                that if the Mortgage Loans and related property are not purchased
                pursuant
                to Section 7.01(b) on the Initial Optional Termination Date, then
                with
                respect to each subsequent Distribution Date the per annum rate calculated
                pursuant to clause (i) above with respect to the Class A5 Certificates
                will be LIBOR plus 0.500%. For purposes of the REMIC Provisions,
                each
                reference to a Net Funds Cap in clause (ii) of the preceding sentence
                shall be deemed to be a reference to the REMIC 3 Net Funds Cap; therefore,
                on any Distribution Date on which the Certificate Interest Rate for
                the
                Class A5 Certificates exceeds the REMIC 3 Net Funds Cap, interest
                accruals
                based on such excess shall be treated as having been paid from the
                Basis
                Risk Reserve Fund or the Supplemental Interest Trust, as applicable;
                on
                any Distribution Date on which the Certificate Interest Rate on the
                Class
                A5 Certificates is based on a Net Funds Cap, the amount of interest
                that
                would have accrued on the Class A5 Certificates if the REMIC 3 Net
                Funds
                Cap were substituted for the Net Funds Cap shall be treated as having
                been
                paid by the Class A5 Certificateholders to the Supplemental Interest
                Trust, all pursuant to and as further provided in Section 10.01(n)
                hereof.

            


    

     

    
      	
              (6)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class M1 Certificates is the per
                annum
                rate equal to the lesser of (i) LIBOR plus 0.270% and (ii) the Subordinate
                Net Funds Cap for such Distribution Date; provided,
                that
                if the Mortgage Loans and related property are not purchased pursuant
                to
                Section 7.01(b) on the Initial Optional Termination Date, then with
                respect to each subsequent Distribution Date the per annum rate calculated
                pursuant to clause (i) above with respect to the Class M1 Certificates
                will be LIBOR plus 0.405%. For purposes of the REMIC Provisions,
                the
                reference to “Subordinate Net Funds Cap” in clause (ii) of the preceding
                sentence shall be deemed to be a reference to the REMIC 3 Net Funds
                Cap;
                therefore, on any Distribution Date on which the Certificate Interest
                Rate
                for the Class M1 Certificates exceeds the REMIC 3 Net Funds Cap,
                interest
                accruals based on such excess shall be treated as having been paid
                from
                the Basis Risk Reserve Fund or the Supplemental Interest Trust, as
                applicable; on any Distribution Date on which the Certificate Interest
                Rate on the Class M1 Certificates is based on the Subordinate Net
                Funds
                Cap, the amount of interest that would have accrued on the Class
                M1
                Certificates if the REMIC 3 Net Funds Cap were substituted for the
                Subordinate Net Funds Cap shall be treated as having been paid by
                the
                Class M1 Certificateholders to the Supplemental Interest Trust, all
                pursuant to and as further provided in Section 10.01(n) hereof.
                

            


    

     

    
      	
              (7)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class M2 Certificates is the per
                annum
                rate equal to the lesser of (i) LIBOR plus 0.290% and (ii) the Subordinate
                Net Funds Cap for such Distribution Date; provided,
                that
                if the Mortgage Loans and related property are not purchased pursuant
                to
                Section 7.01(b) on the Initial Optional Termination Date, then with
                respect to each subsequent Distribution Date the per annum rate calculated
                pursuant to clause (i) above with respect to the Class M2 Certificates
                will be LIBOR plus 0.435%. For purposes of the REMIC Provisions,
                the
                reference to “Subordinate Net Funds Cap” in clause (ii) of the preceding
                sentence shall be deemed to be a reference to the REMIC 3 Net Funds
                Cap;
                therefore, on any Distribution Date on which the Certificate Interest
                Rate
                for the Class M2 Certificates exceeds the REMIC 3 Net Funds Cap,
                interest
                accruals based on such excess shall be treated as having been paid
                from
                the Basis Risk Reserve Fund or the Supplemental Interest Trust, as
                applicable; on any Distribution Date on which the Certificate Interest
                Rate on the Class M2 Certificates is based on the Subordinate Net
                Funds
                Cap, the amount of interest that would have accrued on the Class
                M2
                Certificates if the REMIC 3 Net Funds Cap were substituted for the
                Subordinate Net Funds Cap shall be treated as having been paid by
                the
                Class M2 Certificateholders to the Supplemental Interest Trust, all
                pursuant to and as further provided in Section 10.01(n)
                hereof.

            


    

     

    
      	
              (8)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class M3 Certificates is the per
                annum
                rate equal to the lesser of (i) LIBOR plus 0.320% and (ii) the Subordinate
                Net Funds Cap for such Distribution Date; provided,
                that
                if the Mortgage Loans and related property are not purchased pursuant
                to
                Section 7.01(b) on the Initial Optional Termination Date, then with
                respect to each subsequent Distribution Date the per annum rate calculated
                pursuant to clause (i) above with respect to the Class M3 Certificates
                will be LIBOR plus 0.480%. For purposes of the REMIC Provisions,
                the
                reference to “Subordinate Net Funds Cap” in clause (ii) of the preceding
                sentence shall be deemed to be a reference to the REMIC 3 Net Funds
                Cap;
                therefore, on any Distribution Date on which the Certificate Interest
                Rate
                for the Class M3 Certificates exceeds the REMIC 3 Net Funds Cap,
                interest
                accruals based on such excess shall be treated as having been paid
                from
                the Basis Risk Reserve Fund or the Supplemental Interest Trust, as
                applicable; on any Distribution Date on which the Certificate Interest
                Rate on the Class M3 Certificates is based on the Subordinate Net
                Funds
                Cap, the amount of interest that would have accrued on the Class
                M3
                Certificates if the REMIC 3 Net Funds Cap were substituted for the
                Subordinate Net Funds Cap shall be treated as having been paid by
                the
                Class M3 Certificateholders to the Supplemental Interest Trust, all
                pursuant to and as further provided in Section 10.01(n)
                hereof.

            


    

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    
      	
              (9)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class M4 Certificates is the per
                annum
                rate equal to the lesser of (i) LIBOR plus 0.360% and (ii) the Subordinate
                Net Funds Cap for such Distribution Date; provided,
                that
                if the Mortgage Loans and related property are not purchased pursuant
                to
                Section 7.01(b) on the Initial Optional Termination Date, then with
                respect to each subsequent Distribution Date the per annum rate calculated
                pursuant to clause (i) above with respect to the Class M4 Certificates
                will be LIBOR plus 0.540%. For purposes of the REMIC Provisions,
                the
                reference to “Subordinate Net Funds Cap” in clause (ii) of the preceding
                sentence shall be deemed to be a reference to the REMIC 3 Net Funds
                Cap;
                therefore, on any Distribution Date on which the Certificate Interest
                Rate
                for the Class M4 Certificates exceeds the REMIC 3 Net Funds Cap,
                interest
                accruals based on such excess shall be treated as having been paid
                from
                the Basis Risk Reserve Fund or the Supplemental Interest Trust, as
                applicable; on any Distribution Date on which the Certificate Interest
                Rate on the Class M4 Certificates is based on the Subordinate Net
                Funds
                Cap, the amount of interest that would have accrued on the Class
                M4
                Certificates if the REMIC 3 Net Funds Cap were substituted for the
                Subordinate Net Funds Cap shall be treated as having been paid by
                the
                Class M4 Certificateholders to the Supplemental Interest Trust, all
                pursuant to and as further provided in Section 10.01(n) hereof.
                

            


    

     

    
      	
              (10)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class M5 Certificates is the per
                annum
                rate equal to the lesser of (i) LIBOR plus 0.550% and (ii) the Subordinate
                Net Funds Cap for such Distribution Date; provided,
                that
                if the Mortgage Loans and related property are not purchased pursuant
                to
                Section 7.01(b) on the Initial Optional Termination Date, then with
                respect to each subsequent Distribution Date the per annum rate calculated
                pursuant to clause (i) above with respect to the Class M5 Certificates
                will be LIBOR plus 0.825%. For purposes of the REMIC Provisions,
                the
                reference to “Subordinate Net Funds Cap” in clause (ii) of the preceding
                sentence shall be deemed to be a reference to the REMIC 3 Net Funds
                Cap;
                therefore, on any Distribution Date on which the Certificate Interest
                Rate
                for the Class M5 Certificates exceeds the REMIC 3 Net Funds Cap,
                interest
                accruals based on such excess shall be treated as having been paid
                from
                the Basis Risk Reserve Fund or the Supplemental Interest Trust, as
                applicable; on any Distribution Date on which the Certificate Interest
                Rate on the Class M5 Certificates is based on the Subordinate Net
                Funds
                Cap, the amount of interest that would have accrued on the Class
                M5
                Certificates if the REMIC 3 Net Funds Cap were substituted for the
                Subordinate Net Funds Cap shall be treated as having been paid by
                the
                Class M5 Certificateholders to the Supplemental Interest Trust, all
                pursuant to and as further provided in Section 10.01(n) hereof.
                

            


    

     

    
      	
              (11)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class M6 Certificates is the per
                annum
                rate equal to the lesser of (i) LIBOR plus 0.850% and (ii) the Subordinate
                Net Funds Cap for such Distribution Date; provided,
                that
                if the Mortgage Loans and related property are not purchased pursuant
                to
                Section 7.01(b) on the Initial Optional Termination Date, then with
                respect to each subsequent Distribution Date the per annum rate calculated
                pursuant to clause (i) above with respect to the Class M6 Certificates
                will be LIBOR plus 1.275%. For purposes of the REMIC Provisions,
                the
                reference to “Subordinate Net Funds Cap” in clause (ii) of the preceding
                sentence shall be deemed to be a reference to the REMIC 3 Net Funds
                Cap;
                therefore, on any Distribution Date on which the Certificate Interest
                Rate
                for the Class M6 Certificates exceeds the REMIC 3 Net Funds Cap,
                interest
                accruals based on such excess shall be treated as having been paid
                from
                the Basis Risk Reserve Fund or the Supplemental Interest Trust, as
                applicable; on any Distribution Date on which the Certificate Interest
                Rate on the Class M6 Certificates is based on the Subordinate Net
                Funds
                Cap, the amount of interest that would have accrued on the Class
                M6
                Certificates if the REMIC 3 Net Funds Cap were substituted for the
                Subordinate Net Funds Cap shall be treated as having been paid by
                the
                Class M6 Certificateholders to the Supplemental Interest Trust, all
                pursuant to and as further provided in Section 10.01(n) hereof.
                

            


    

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    
      	
              (12)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class M7 Certificates is the per
                annum
                rate equal to the lesser of (i) LIBOR plus 2.100% and (ii) the Subordinate
                Net Funds Cap for such Distribution Date; provided,
                that
                if the Mortgage Loans and related property are not purchased pursuant
                to
                Section 7.01(b) on the Initial Optional Termination Date, then with
                respect to each subsequent Distribution Date the per annum rate calculated
                pursuant to clause (i) above with respect to the Class M7 Certificates
                will be LIBOR plus 3.150%. For purposes of the REMIC Provisions,
                the
                reference to “Subordinate Net Funds Cap” in clause (ii) of the preceding
                sentence shall be deemed to be a reference to the REMIC 3 Net Funds
                Cap;
                therefore, on any Distribution Date on which the Certificate Interest
                Rate
                for the Class M7 Certificates exceeds the REMIC 3 Net Funds Cap,
                interest
                accruals based on such excess shall be treated as having been paid
                from
                the Basis Risk Reserve Fund or the Supplemental Interest Trust, as
                applicable; on any Distribution Date on which the Certificate Interest
                Rate on the Class M7 Certificates is based on the Subordinate Net
                Funds
                Cap, the amount of interest that would have accrued on the Class
                M7
                Certificates if the REMIC 3 Net Funds Cap were substituted for the
                Subordinate Net Funds Cap shall be treated as having been paid by
                the
                Class M7 Certificateholders to the Supplemental Interest Trust, all
                pursuant to and as further provided in Section 10.01(n) hereof.
                

            


    

     

    
      	
              (13)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class M8 Certificates is the per
                annum
                rate equal to the lesser of (i) LIBOR plus 2.500% and (ii) the Subordinate
                Net Funds Cap for such Distribution Date; provided,
                that
                if the Mortgage Loans and related property are not purchased pursuant
                to
                Section 7.01(b) on the Initial Optional Termination Date, then with
                respect to each subsequent Distribution Date the per annum rate calculated
                pursuant to clause (i) above with respect to the Class M8 Certificates
                will be LIBOR plus 3.750%. For purposes of the REMIC Provisions,
                the
                reference to “Subordinate Net Funds Cap” in clause (ii) of the preceding
                sentence shall be deemed to be a reference to the REMIC 3 Net Funds
                Cap;
                therefore, on any Distribution Date on which the Certificate Interest
                Rate
                for the Class M8 Certificates exceeds the REMIC 3 Net Funds Cap,
                interest
                accruals based on such excess shall be treated as having been paid
                from
                the Basis Risk Reserve Fund or the Supplemental Interest Trust, as
                applicable; on any Distribution Date on which the Certificate Interest
                Rate on the Class M8 Certificates is based on the Subordinate Net
                Funds
                Cap, the amount of interest that would have accrued on the Class
                M8
                Certificates if the REMIC 3 Net Funds Cap were substituted for the
                Subordinate Net Funds Cap shall be treated as having been paid by
                the
                Class M8 Certificateholders to the Supplemental Interest Trust, all
                pursuant to and as further provided in Section 10.01(n)
                hereof.

            


    

     

    
      	
              (14)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class M9 Certificates is the per
                annum
                rate equal to the lesser of (i) LIBOR plus 2.500% and (ii) the Subordinate
                Net Funds Cap for such Distribution Date; provided,
                that if the Mortgage Loans and related property are not purchased
                pursuant
                to Section 7.01(b) on the Initial Optional Termination Date, then
                with
                respect to each subsequent Distribution Date the per annum rate calculated
                pursuant to clause (i) above with respect to the Class M9 Certificates
                will be LIBOR plus 3.750%. For purposes of the REMIC Provisions,
                the
                reference to “Subordinate Net Funds Cap” in clause (ii) of the preceding
                sentence shall be deemed to be a reference to the REMIC 3 Net Funds
                Cap;
                therefore, on any Distribution Date on which the Certificate Interest
                Rate
                for the Class M9 Certificates exceeds the REMIC 3 Net Funds Cap,
                interest
                accruals based on such excess shall be treated as having been paid
                from
                the Basis Risk Reserve Fund or the Supplemental Interest Trust, as
                applicable; on any Distribution Date on which the Certificate Interest
                Rate on the Class M9 Certificates is based on the Subordinate Net
                Funds
                Cap, the amount of interest that would have accrued on the Class
                M9
                Certificates if the REMIC 3 Net Funds Cap were substituted for the
                Subordinate Net Funds Cap shall be treated as having been paid by
                the
                Class M9 Certificateholders to the Supplemental Interest Trust, all
                pursuant to and as further provided in Section 10.01(n)
                hereof.

            


    

     

    
      	
              (15)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class B1 Certificates is the per
                annum
                rate equal to the lesser of (i) LIBOR plus 2.500% and (ii) the Subordinate
                Net Funds Cap for such Distribution Date; provided,
                that if the Mortgage Loans and related property are not purchased
                pursuant
                to Section 7.01(b) on the Initial Optional Termination Date, then
                with
                respect to each subsequent Distribution Date the per annum rate calculated
                pursuant to clause (i) above with respect to the Class B1 Certificates
                will be LIBOR plus 3.750%. For purposes of the REMIC Provisions,
                the
                reference to “Subordinate Net Funds Cap” in clause (ii) of the preceding
                sentence shall be deemed to be a reference to the REMIC 3 Net Funds
                Cap;
                therefore, on any Distribution Date on which the Certificate Interest
                Rate
                for the Class B1 Certificates exceeds the REMIC 3 Net Funds Cap,
                interest
                accruals based on such excess shall be treated as having been paid
                from
                the Basis Risk Reserve Fund or the Supplemental Interest Trust, as
                applicable; on any Distribution Date on which the Certificate Interest
                Rate on the Class B1 Certificates is based on the Subordinate Net
                Funds
                Cap, the amount of interest that would have accrued on the Class
                B1
                Certificates if the REMIC 3 Net Funds Cap were substituted for the
                Subordinate Net Funds Cap shall be treated as having been paid by
                the
                Class B1 Certificateholders to the Supplemental Interest Trust, all
                pursuant to and as further provided in Section 10.01(n)
                hereof.

            


    

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    
      	
              (16)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class B2 Certificates is the per
                annum
                rate equal to the lesser of (i) LIBOR plus 2.500% and (ii) the Subordinate
                Net Funds Cap for such Distribution Date; provided,
                that if the Mortgage Loans and related property are not purchased
                pursuant
                to Section 7.01(b) on the Initial Optional Termination Date, then
                with
                respect to each subsequent Distribution Date the per annum rate calculated
                pursuant to clause (i) above with respect to the Class B2 Certificates
                will be LIBOR plus 3.750%. For purposes of the REMIC Provisions,
                the
                reference to “Subordinate Net Funds Cap” in clause (ii) of the preceding
                sentence shall be deemed to be a reference to the REMIC 3 Net Funds
                Cap;
                therefore, on any Distribution Date on which the Certificate Interest
                Rate
                for the Class B2 Certificates exceeds the REMIC 3 Net Funds Cap,
                interest
                accruals based on such excess shall be treated as having been paid
                from
                the Basis Risk Reserve Fund or the Supplemental Interest Trust, as
                applicable; on any Distribution Date on which the Certificate Interest
                Rate on the Class B2 Certificates is based on the Subordinate Net
                Funds
                Cap, the amount of interest that would have accrued on the Class
                B2
                Certificates if the REMIC 3 Net Funds Cap were substituted for the
                Subordinate Net Funds Cap shall be treated as having been paid by
                the
                Class B2 Certificateholders to the Supplemental Interest Trust, all
                pursuant to and as further provided in Section 10.01(n)
                hereof.

            


    

     

    
      	
              (17)

            	
              For
                purposes of the REMIC Provisions, Class X Certificates shall have
                an
                initial principal balance of $16,698,015.48, and the right to receive
                distributions of such amount represents a regular interest in the
                Upper
                Tier REMIC. The Class X Certificate shall also comprise two notional
                components, each of which represents a regular interest in the Upper
                Tier
                REMIC. The first such component has a notional balance that will
                at all
                times equal the aggregate of the Class Principal Amounts of the Lower
                Tier
                Interests in REMIC 3, and, for each Distribution Date (and the related
                Accrual Period) this notional component shall bear interest at a
                per annum
                rate equal to the excess, if any, of (i) (a) the weighted average
                of the
                interest rates on the Lower Tier Interests in REMIC 3 (other than
                any
                interest-only regular interest) minus (b) the Credit Risk Manager’s Fee
                Rate, over (ii) the Adjusted Lower Tier WAC. The second notional
                component
                represents the right to receive all distributions in respect of the
                Class
                LT3-IO Interest in REMIC 3 (the “Class LT4-I” interest). In addition, for
                purposes of the REMIC Provisions, the Class X Certificate shall represent
                beneficial ownership of (i) the Basis Risk Reserve Fund; (ii) the
                Supplemental Interest Trust, including the Swap Agreement, the Swap
                Account, the Interest Rate Cap Agreement and the Interest Rate Cap
                Account, (iii) any FPD Premiums and (iv) an interest in the notional
                principal contracts described in Section 10.01(n)
                hereof.

            


    

     

    
      	
              (18)

            	
              The
                Class R Certificate will be issued without a Class Principal Amount
                and
                will not bear interest at a stated rate. The Class R Certificate
                represents ownership of the residual interest in the Upper Tier REMIC,
                as
                well as ownership of the Class LT2-R Interest and Class LT3-R Interest.
                The Class R Certificate will be issued as a single Certificate evidencing
                the entire Percentage Interest in such
                Class.

            


    

     

    
      	
              (19)

            	
              The
                Class P Certificates shall not bear interest at a stated rate. Prepayment
                Premiums paid with respect to the Mortgage Loans shall be paid to
                the
                Holders of the Class P Certificates as provided in Section 5.02(i).
                For
                purposes of the REMIC Provisions, Class P shall represent a regular
                interest in the Upper Tier REMIC.

            


    

     

    
      	
              (20)

            	
              The
                Class P Certificates will have an initial Class P Principal Amount
                of
                $100.

            


    

     

    
      	
              (21)

            	
              The
                Class LT-R Certificate will be issued without a Class Principal Amount
                and
                will not bear interest at a stated rate. The Class LT-R Certificate
                represents ownership of the residual interest in REMIC 1. The Class
                LT-R
                Certificate will be issued as a single Certificate evidencing the
                entire
                Percentage Interest in such Class.

            


    

     

    As
      of the
      Cut-off Date, the Mortgage Loans had an aggregate Scheduled Principal Balance
      of
$776,626,115.48.

     

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

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      I

     

    DEFINITIONS

     

    
      
        Section
          1.01 Definitions. The
          following words and phrases, unless the context otherwise requires, shall
          have
          the following meanings:

      

    

     

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

     

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

     

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

     

    Accrual
      Period:
      With
      respect to each Class of LIBOR Certificates and any Distribution Date, the
      period beginning on the Distribution Date in the calendar month immediately
      preceding the month in which the related Distribution Date occurs (or, in the
      case of the first Accrual Period, beginning on June 25, 2007) and ending on
      the
      day immediately preceding the related Distribution Date, as calculated in
      accordance with Section 1.03; with respect to each Class of Lower Tier Interests
      and any Distribution Date, the calendar month preceding such Distribution
      Date.

     

    Additional
      Collateral:
      None.

     

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

     

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

     

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

     

    Additional
      Termination Event:
      As
      defined in the Swap Agreement and the Interest Rate Cap Agreement, as
      applicable.

     

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

     

    Adjusted
      Lower Tier WAC:
      For any
      Distribution Date (and the related Accrual Period), an amount equal to (i)
      two,
      multiplied by (ii) the weighted average of the interest rates for such
      Distribution Date for the Class LT3-A1, Class LT3-A2, Class LT3-A3, Class
      LT3-A4, Class LT3-A5, Class LT3-M1, Class LT3-M2, Class LT3-M3, Class LT3-M4,
      Class LT3-M5, Class LT3-M6, Class LT3-M7, Class LT3-M8, Class LT3-M9, Class
      LT3-B1, Class LT3-B2 and Class LT3-Q Interests, weighted in proportion to their
      Class Principal Amounts as of the beginning of the related Accrual Period and
      computed by subjecting the rate on the Class LT3-Q Interest to a cap of 0.00%,
      and by subjecting the rate on each of the Class LT3-A1, Class LT3-A2, Class
      LT3-A3, Class LT3-A4, Class LT3-A5, Class LT3-M1, Class LT3-M2, Class LT3-M3,
      Class LT3-M4, Class LT3-M5, Class LT3-M6, Class LT3-M7, Class LT3-M8, Class
      LT3-M9, Class LT3-B1 and Class LT3-B2 Interests to a cap that corresponds to
      the
      Certificate Interest Rate (determined by substituting the REMIC 3 Net Funds
      Cap
      for the applicable Net Funds Cap) for the Corresponding Class of Certificates;
      provided,
      however,
      that
      for each Class of LIBOR Certificates, the Certificate Interest Rate shall be
      multiplied by an amount equal to (a) the actual number of days in the Accrual
      Period, divided by (b) 30.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

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

     

    Adverse
      REMIC Event:
      Either
      (i) the 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) the imposition of any tax, including the tax imposed
      under Section 860F(a)(1) of the Code on prohibited transactions and the tax
      imposed under Section 860G(d) of the Code 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
      Expense Rate:
      Not
      applicable.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

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

     

    Aggregate
      Pool Balance:
      As of
      any date of determination, the aggregate of the Pool Balances of Pool 1 and
      Pool
      2 on such 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.

     

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

     

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

     

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

     

    Assignment
      of Mortgage:
      An
      assignment of the Mortgage, notice of transfer or equivalent instrument, in
      recordable form, sufficient under the laws of the jurisdiction wherein the
      related Mortgaged Property is located to reflect the sale of the Mortgage to
      the
      Trustee, which assignment, notice of transfer or equivalent instrument may
      be in
      the form of one or more blanket assignments covering the Mortgage Loans secured
      by Mortgaged Properties located in the same jurisdiction, if permitted by law;
      provided,
      however,
      that
      neither the Custodian nor the Trustee shall be responsible for determining
      whether any such assignment is in recordable form.

     

    Aurora:
      Aurora
      Loan Services LLC.

     

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

     

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

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    B1
      Principal Distribution Amount:
      With
      respect to any Distribution Date on or after the Stepdown Date and as long
      as a
      Trigger Event is not in effect with respect to such Distribution Date, the
      amount, if any, by which (x) the sum of (i) the aggregate Class Principal Amount
      of the Senior Certificates and the Class M1, Class M2, Class M3, Class M4,
      Class
      M5, Class M6, Class M7, Class M8 and Class M9 Certificates, in each case after
      giving effect to distributions on such Distribution Date and (ii) the Class
      Principal Amount of the Class B1 Certificates immediately prior to such
      Distribution Date exceeds (y) the B1 Target Amount for such Distribution
      Date.

     

    B1
      Target Amount:
      With
      respect to any Distribution Date, an amount equal to the lesser of (a) the
      product of (i) 93.70% and (ii) the Aggregate Pool Balance for such Distribution
      Date determined as of the last day of the related Collection Period (after
      giving effect to any prepayments received during the related Prepayment Period)
      and (b) the amount, if any, by which (i) the Aggregate Pool Balance for such
      Distribution Date determined as of the last day of the related Collection Period
      (after giving effect to any prepayments received during the related Prepayment
      Period) exceeds (ii) the Overcollateralization Floor.

     

    B2
      Principal Distribution Amount:
      With
      respect to any Distribution Date on or after the Stepdown Date and as long
      as a
      Trigger Event is not in effect with respect to such Distribution Date, the
      amount, if any, by which (x) the sum of (i) the aggregate Class Principal Amount
      of the Senior Certificates and the Class M1, Class M2, Class M3, Class M4,
      Class
      M5, Class M6, Class M7, Class M8, Class M9, and Class B1 Certificates, in each
      case after giving effect to distributions on such Distribution Date and (ii)
      the
      Class Principal Amount of the Class B2 Certificates immediately prior to such
      Distribution Date exceeds (y) the B2 Target Amount for such Distribution
      Date.

     

    B2
      Target Amount:
      With
      respect to any Distribution Date, an amount equal to the lesser of (a) the
      product of (i) 95.70% and (ii) the Aggregate Pool Balance for such Distribution
      Date determined as of the last day of the related Collection Period (after
      giving effect to any prepayments received during the related Prepayment Period)
      and (b) the amount, if any, by which (i) the Aggregate Pool Balance for such
      Distribution Date determined as of the last day of the related Collection Period
      (after giving effect to any prepayments received during the related Prepayment
      Period) exceeds (ii) the Overcollateralization Floor.

     

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

     

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

     

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

     

    Bank:
      Lehman
      Brothers Bank, FSB and its successors and assigns.

     

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

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

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

     

    Basis
      Risk Payment:
      With
      respect to any Distribution Date, the sum of (i) any Basis Risk Shortfall for
      such Distribution Date, (ii) any Unpaid Basis Risk Shortfall for such
      Distribution Date and (iii) any Required Reserve Fund Deposit for such
      Distribution Date. The amount of the Basis Risk Payment for any Distribution
      Date cannot exceed the amount of Monthly Excess Cashflow otherwise available
      for
      distribution pursuant to Section 5.02(f)(iv) of this Agreement. 

     

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

     

    Basis
      Risk Shortfall:
      With
      respect to any Distribution Date and any Class of LIBOR Certificates, the amount
      by which the amount of interest calculated at the Certificate Interest Rate
      applicable to such Class for such date, determined without regard to the Pool
      1
      Net Funds Cap, Pool 2 Net Funds Cap or Subordinate Net Funds Cap, as applicable,
      for such date but subject to a cap equal to the applicable Maximum Interest
      Rate, exceeds the amount of interest calculated with regard to the Pool 1 Net
      Funds Cap, Pool 2 Net Funds Cap or Subordinate Net Funds Cap, as
      applicable.

     

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

     

    Bid
      Due Date:
      As
      defined in Section 7.01(d).

     

    Bid
      Holder:
      As
      defined in Section 7.01(d).

     

    Bid
      Month:
      As
      defined in Section 7.01(d).

     

    Bid
      Price:
      As
      defined in Section 7.01(d).

     

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


     

    Bulk
      PMI Policy:
      Not
      applicable.

     

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

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    Call
      Option:
      As
      defined in Section 7.01(b).

     

    Call
      Option Holder:
      At any
      date of determination, each holder of any NIM Residual Securities (if any such
      NIM Residual Securities have been issued and are outstanding), or if no NIM
      Securities are outstanding, each Holder of a Class X Certificate.

     

    Call
      Option Notice:
      As
      defined in Section 7.01(d).

     

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

     

    Cap
      Replacement Receipts:
      As
      defined in Section 5.09(b).

     

    Cap
      Replacement Receipts Account:
      As
      defined in Section 5.09(b).

     

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

     

    Cap
      Termination Receipts:
      As
      defined in Section 5.09(b).

     

    Cap
      Termination Receipts Account:
      As
      defined in Section 5.09(b).

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
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    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 LIBOR Certificate, the initial Certificate Principal Amount
      thereof on the Closing Date, less the amount of all principal distributions
      previously distributed with respect to such Certificate and, in the case of
      the
      Subordinate Certificates, any Applied Loss Amount previously allocated to such
      Certificate; provided,
      however,
      that on
      each Distribution Date on which a Subsequent Recovery is distributed, the
      Certificate Principal Amount of any Class of Subordinate Certificates whose
      Certificate Principal Amount has previously been reduced by application of
      Applied Loss Amounts will be increased, sequentially, in order of seniority,
      by
      an amount (to be applied pro
      rata
      to all
      Certificates of such Class) equal to the lesser of (1) any Deferred Amount
      for
      each such Class immediately prior to such Distribution Date and (2) the total
      amount of any Subsequent Recovery distributed on such Distribution Date to
      Certificateholders, after application for this purpose to any more senior
      Classes of Certificates. The Class X, Class R and Class LT-R Certificates are
      issued without Certificate Principal Amounts. The Class P Certificates are
      issued with an initial Class P Principal Amount of $100.

    


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

     

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

     

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

     

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

     

    Civil
      Relief Act:
      The
      Servicemembers Civil Relief Act, as amended, or any similar state or local
      statute.

     

    Class:
      All
      Certificates, in the case of the Upper Tier REMIC, all interests bearing the
      same class designation, and, in the case of REMIC 1, REMIC 2 and REMIC 3, all
      Lower Tier Interests, bearing the same class designation.

     

    Class
      B Certificates:
      Collectively, the Class B1 and Class B2 Certificates.

     

    Class
      I Shortfalls:
      As
      defined in Section 10.01(n) hereof. For purposes of clarity, the Class I
      Shortfall for any Distribution Date shall equal the amount payable to the Swap
      Counterparty on such Distribution Date in excess of the amount payable on the
      Class LT3-IO interest in the REMIC 3 on such Distribution Date, all as further
      provided in Section 10.01(n) hereof.

     

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

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    Class
      M Certificates:
      Collectively, the Class M1, Class M2, Class M3, Class M4, Class M5, Class M6,
      Class M7, Class M8 and Class M9 Certificates.

     

    Class
      M1 Enhancement Percentage:
      With
      respect to any Distribution Date, the fraction, expressed as a percentage,
      the
      numerator of which is the sum of the aggregate Class Principal Amount of the
      Subordinate Certificates (other than the Class M1 Certificates) and the
      Overcollateralization Amount for such Distribution Date (which, for purposes
      of
      this definition only, shall not be less than zero and assuming for purposes
      of
      this definition that the Principal Distribution Amount has been distributed
      on
      such Distribution Date and no Trigger Event has occurred), and the denominator
      of which is the Aggregate Pool Balance for such Distribution Date, in each
      case
      after giving effect to distributions on such Distribution Date.

     

    Class
      Notional Amount:
      Not
      applicable.

     

    Class
      P Principal Amount:
      As of
      the Closing Date, $100.

     

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

     

    Class
      R Certificate:
      Each
      Class R Certificate executed by the Trustee, and authenticated and delivered
      by
      the Certificate Registrar, substantially in the form annexed hereto as Exhibit
      A
      and evidencing the ownership of the Class LT2-R Interest, Class LT3-R Interest
      and the residual interest in the Upper Tier REMIC.

     

    Class
      X Distributable Amount:
      With
      respect to any Distribution Date, the amount of interest that has accrued on
      the
      Class X Notional Balance, as described in the Preliminary Statement, but that
      has not been distributed prior to such date. In addition, such amount shall
      include the initial Overcollateralization Amount of $16,698,015.48
      ($16,698,115.48 less $100 of such amount allocated to the Class P Certificates)
      to the extent such amount has not been distributed on an earlier Distribution
      Date as part of the Aggregate Overcollateralization Release Amount.

     

    Class
      X Notional Balance:
      With
      respect to any Distribution Date (and the related Accrual Period) the aggregate
      principal balance of the regular interests in REMIC 3 (other than Class LT3-IO)
      as specified in the Preliminary Statement hereto.

     

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

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    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 Luxembourg, and any successor thereto.

     

    Closing
      Date:
      June
      29, 2007.

     

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

     

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

     

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

     

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

     

    Commission:
      The
      United States Securities and Exchange Commission.

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

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

     

    Cooperative
      Shares:
      Shares
      issued by a Cooperative Corporation.

     

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

     

    Corporate
      Trust Office:
      The
      principal corporate trust office of the Trustee (a) at which Certificates may
      be
      presented for transfer and exchange and for presentment and surrender for the
      final distributions thereon is located at Citibank, N.A., 111 Wall Street,
      15th
      Floor, New York, New York 10005, Attention: 15th Floor Window and (b) for all
      other purposes, Citibank, N.A., 388 Greenwich Street, 14th Floor, New York,
      New
      York 10013, Attention: Agency and Trust BNC 2007-3, 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
      Class:
      The
      Class of Certificates that corresponds to a Class of interests in REMIC 3 or
      REMIC 4, as provided in the Preliminary Statement.

     

    Credit
      Risk Management Agreement:
      The
      credit risk management agreement dated as of the Closing Date, entered into
      by
      the Servicer and the Credit Risk Manager, identified on Exhibit L attached
      hereto.

     

    Credit
      Risk Manager:
      Clayton
      Fixed Income Services Inc., a Colorado corporation, and its successors and
      assigns. 

     

    Credit
      Risk Manager’s Fee:
      With
      respect to any Distribution Date and each Mortgage Loan, an amount equal to
      the
      product of (a) one twelfth, (b) the Credit Risk Manager’s Fee Rate and (c) the
      Scheduled Principal Balance of such Mortgage Loan as of the first day of the
      related Collection Period.

     

    Credit
      Risk Manager’s Fee Rate:
      0.009%
      per annum.

     

    Credit
      Support Annex:
      The
      credit support annex to the Swap Agreement and the Interest Rate Cap Agreement
      dated as of June 29, 2007, between the Trustee, not in its individual
      capacity but solely as trustee on behalf of the Supplemental Interest Trust,
      the
      Swap Counterparty and the Cap Counterparty.

     

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

     

    
      	
              Distribution
                Date

            	 	
              Loss
                Percentage

            
	
              July
                2009 to June 2010

               

            	 	
              1.35%
                for the first month, plus
                an
                additional 1/12th
                of
                1.70% for each month thereafter

               

            
	
              July
                2010 to June 2011

               

            	 	
              3.05%
                for the first month, plus
                an
                additional 1/12th
                of
                1.75% for each month thereafter

               

            
	
              July
                2011 to June 2012

               

            	 	
              4.80%
                for the first month, plus
                an
                additional 1/12th
                of
                1.45% for each month thereafter

               

            
	
              July
                2012 to June 2013

               

            	 	
              6.25%
                for the first month, plus
                an
                additional 1/12th
                of
                0.75% for each month thereafter

               

            
	
              July
                2013 and thereafter

               

            	 	
              7.00%

               

            


    

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    Current
      Interest:
      With
      respect to any Class of LIBOR 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
      Account:
      Any
      custodial account (other than an Escrow Account) established and maintained
      by
      the Servicer pursuant to the Servicing Agreement.

     

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

     

    Custodial
      Compensation:
      The
      transactional fees or charges and reimbursement of out-of-pocket expenses paid
      to or allowed the Custodian pursuant to the Schedule of Fees for Services as
      Document Custodian attached hereto as Exhibit X.

     

    Custodian:
      The
      custodian appointed by the Trustee pursuant to the Custodial Agreement, and
      any
      successor thereto. The initial Custodian is Deutsche Bank National Trust
      Company.

     

    Cut-off
      Date:
      June 1,
      2007.

     

    Cut-off
      Date Balance:
      The
      Aggregate Pool Balance as of the Cut-off Date.

     

    DBRS:
      DBRS,
      Inc., or any successor in interest.

     

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

     

    Defaulting
      Party:
      As
      defined in the Swap Agreement.

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

    Deferred
      Amount:
      With
      respect to any Distribution Date and each Class of the Subordinate Certificates,
      the amount by which (x) 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 reimbursed in respect thereof and (2) the
      amount by which the Class Principal Amount of such Class has been increased
      due
      to any Subsequent Recovery.

     

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

     

    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
      Default Mortgage Loan:
      Any
      Mortgage Loan listed on Schedule C, which was 29 days Delinquent as of the
      Cut-off Date and which is not current in payment on or before June 30,
      2007.

     

    Delinquency
      Event:
      Any
      Distribution Date on which the Rolling Three Month Delinquency Rate as of the
      last day of the immediately preceding calendar month equals or exceeds (1)
      34.85% of the Senior Enhancement Percentage for such Distribution Date or (2)
      with respect to any Distribution Date on or after which the aggregate Class
      Principal Amount of the Senior Certificates has been reduced to zero, 45.95%
      of
      the Class M1 Enhancement Percentage for such Distribution Date.

     

    Delinquency
      Rate:
      With
      respect to any calendar month, the fraction, expressed as a percentage, the
      numerator of which is the aggregate outstanding principal balance of (i) all
      Mortgage Loans 60 days Delinquent or more (including all Mortgage Loans 60
      days
      Delinquent or more for which the Mortgagor has filed for Bankruptcy after the
      Closing Date) and (ii) each Mortgage Loan in foreclosure and all 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 such Distribution Date determined
      as
      of the last day of the related Collection Period (after giving effect to any
      prepayments received during the related Prepayment Period).

     

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

     

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

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

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

     

    Distribution
      Report:
      As
      defined in Section 6.20(d)(i).

     

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

     

    Eligible
      Account:
      Either
      (i) an account or accounts maintained with a federal or state chartered
      depository institution or trust company acceptable to the Rating Agencies,
      or
      (ii) an account or accounts maintained with a federal or state chartered
      depository institution or trust company the short-term unsecured debt
      obligations of which (or, in the case of a depository institution or trust
      company that is the principal subsidiary of a holding company, the short-term
      unsecured debt obligations of such holding company) are rated no lower than
      P-1
      by Moody’s, F-1 by Fitch and A-1 by S&P (or comparable ratings if Moody’s,
      Fitch and S&P are not the Rating Agencies) at the time any amounts are held
      on deposit therein; provided, that following a downgrade, withdrawal, or
      suspension of such institution’s rating above, each account shall promptly (and
      in any case within not more than 30 calendar days) be moved to one or more
      segregated trust accounts in the trust department of such institution, or to
      an
      account at another institution that complies with the above requirements, or
      (iii) a segregated trust account or accounts (which shall be a “special deposit
      account”) maintained with the Trustee or any other federal or state chartered
      depository institution or trust company, acting in its fiduciary capacity,
      in a
      manner acceptable to the Trustee and the Rating Agencies. Eligible Accounts
      may
      bear interest.

     

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

     

    (i)
       direct
      obligations 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;

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

     

    (iii)
       repurchase
      agreements collateralized by Direct Obligations or securities guaranteed by
      GNMA, FNMA or FHLMC with any registered broker/dealer subject to Securities
      Investor 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 (a)
      one
      of the two highest short-term credit rating categories of S&P and Moody’s
      and (b) the highest short-term rating category of Fitch (if Fitch is a 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 Pool Balance and the aggregate
      principal amount of all Eligible Investments in the Certificate Account;
provided,
      further,
      that
      such securities will not be Eligible Investments if they are published as being
      under review with negative implications from any Rating Agency;

     

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

     

    (vi)
       a
      Qualified GIC;

     

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

     

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

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

    ERISA-Restricted
      Certificate:
      Any
      Class B1, Class B2, Class P, Class X, Class R or Class LT-R Certificate, and
      any
      Offered Certificate which does not have a rating of BBB- or above , BBB (low)
      or
      above or Baa3 or above. 

     

    ERISA-Restricted
      Trust Certificate:
      Any
      Senior Certificate or Class M Certificate.

     

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

     

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

     

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

     

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

     

    
      
        
        

      

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

     

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

     

    Excluded
      Trust Assets:
      As
      described in the Preliminary Statement. 

     

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

     

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

     

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

     

    Final
      Scheduled Distribution Date:
      With
      respect to each Class of Certificates, the Distribution Date occurring in July
      2037.

     

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

     

    First
      Payment Default Mortgage Loan:
      Any
      Mortgage Loan listed in Schedule B, as to which the related Mortgagor fails
      to
      make the first Scheduled Payment that is due on such Mortgage Loan within one
      calendar month following the date upon which the first Scheduled Payment was
      due. By way of example, a first Scheduled Payment due on July 1, 2007 must
      be
      made by the Mortgagor on or before July 31, 2007.

     

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

     

    Fixed
      Rate Mortgage Loan:
      Any
      Mortgage Loan as to which the related Mortgage Note provides for a fixed rate
      of
      interest throughout the term of such Note.

     

    Form
      8-K Disclosure Information:
      As
      defined in Section 6.20(f)(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 or Delinquency Default
      Mortgage Loan purchased by the Seller, 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 or Delinquency Default
      Mortgage Loan, an amount equal to the sum of (a) 102.00% 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 to (but not including)
      the Due Date in the Collection Period immediately preceding the related
      Distribution Date.

     

    
      
        
        

      

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

     

    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.

     

    Group:
      The
      Group 1 Senior Certificates or the Group 2 Senior Certificates, as the context
      requires.

     

    Group
      1 Senior Certificates:
      The
      Class A1 Certificates.

     

    Group
      2 Senior Certificates:
      Collectively, the Class A2, Class A3, Class A4 and Class A5
      Certificates.

     

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

     

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

     

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

     

    
      
        
        

      

      
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    Index:
      The
      index specified in the related Mortgage Note for calculation of the Mortgage
      Rate thereof.

     

    Initial
      LIBOR Rate:
      5.32000%.

     

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

     

    Initial
      Sale Date:
      The
      date on which the Mortgage Loan was sold by the Transferor to the Bank, as
      specified in the Mortgage Loan Schedule. 

     

    Insurance
      Fee Rate:
      Not
      applicable.

     

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

     

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

     

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

     

    Interest
      Rate Cap Agreement:
      The
      interest rate cap agreement dated June 29, 2007 entered into by the Trustee
      on behalf of the Supplemental Interest Trust and the Cap Counterparty, which
      agreement provides for the monthly payment specified therein to the Trustee
      (for
      the benefit of the Certificateholders) commencing with the Distribution Date
      in
      August 2008 and ending on the Distribution Date in June 2012, by the Cap
      Counterparty, but subject to the conditions set forth therein together with
      any
      schedules, confirmations, credit support annex or other agreements relating
      thereto, attached hereto as Exhibit N. 

     

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

     

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

     

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

     

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

     

    Interest
      Remittance Amount:
      With
      respect to each Mortgage Pool and any Distribution Date, an amount equal to
      (a)
      the sum of (1) all interest collected (other than Payaheads and Prepayment
      Premiums) or advanced in respect of Scheduled Payments on the Mortgage Loans
      in
      such Mortgage Pool during the related Collection Period by the Servicer, the
      Master Servicer or the Trustee (solely in its capacity as successor master
      servicer), minus
      (x) the
      Servicing Fee with respect to such Mortgage Loans in such Mortgage Pool and
      (y)
      previously unreimbursed Advances due to the Servicer, the Master Servicer or
      the
      Trustee (solely in its capacity as successor master servicer) to the extent
      allocable to interest and the allocable portion of previously unreimbursed
      Servicing Advances with respect to such Mortgage Loans, (2) any amounts actually
      paid by the Servicer with respect to Prepayment Interest Shortfalls and any
      Compensating Interest Payments with respect to such Mortgage Loans and the
      related Prepayment Period, (3) the portion of any Purchase Price (or FPD
      Purchase Price (excluding any FPD Premiums) payable with respect to a First
      Payment Default Mortgage Loan or Delinquency Default Mortgage Loan) or
      Substitution Amount paid with respect to such Mortgage Loans during the related
      Prepayment Period allocable to interest and (4) all Net Liquidation
      Proceeds, Subsequent Recoveries, Insurance Proceeds and any other recoveries
      collected with respect to such Mortgage Loans during the related Prepayment
      Period, to the extent allocable to interest, for each Mortgage Pool,
as
      reduced by (b)
      the
      product of (i) the applicable Pool Percentage for such Distribution Date and
      (ii) any other costs, expenses or liabilities reimbursable to the Trustee,
      the Master Servicer, the Custodian and the Servicer to the extent provided
      in
      this Agreement, the Servicing Agreement and the Custodial Agreement;
provided,
      however,
      that in
      the case of the Trustee, such reimbursable amounts to the Trustee pursuant
      to
      Section 4.04(b)(i) may not exceed $200,000 during any Anniversary Year. In
      the
      event that the Trustee incurs reimbursable amounts in excess of $200,000, it
      may
      seek reimbursement for such amounts in subsequent Anniversary Years, but in
      no
      event shall more than $200,000 be reimbursed to the Trustee per Anniversary
      Year. Notwithstanding the foregoing, costs and expenses incurred by the Trustee
      pursuant to Section 6.14(a) in connection with any transfer of servicing shall
      be excluded from the $200,000 per Anniversary Year limit on reimbursable
      amounts. For the avoidance of doubt, (i) the Interest Remittance Amount
      available on each Swap Payment Date for distributions to the Swap Account shall
      be equal to the Interest Remittance Amount on the related Distribution Date
      and
      (ii) the Interest Remittance Amount for each Distribution Date shall be
      calculated without regard to any distributions to the Swap Account on the
      related Swap Payment Date.

     

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

     

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

     

    JPMorgan:
      JPMorgan Chase Bank, National Association, or any successor in
      interest.

     

    Latest
      Possible Maturity Date:
      The
      Distribution Date occurring in July 2042.

     

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

     

    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    

     

    LIBOR:
      

     

    (a) With
      respect to the first Accrual Period, the Initial LIBOR Rate. With respect to
      each subsequent Accrual Period, a per annum rate determined on the LIBOR
      Determination Date in the following manner by the Trustee on the basis of the
      “Interest Settlement Rate” set by the British Bankers’ Association (the “BBA”)
      for one-month United States dollar deposits, as such rates appear on (1) the
      Bloomberg L.P. page “US0001M” (as found on page “BBAM”) or (2) if such offered
      rates do not appear on the Bloomberg L.P. page “US0001M,” the Reuters Screen
“LIBOR01,” in either case as of 11:00 a.m. (London time) on such LIBOR
      Determination Date.`

     

    (b) If
      any
      such rate is not published for such LIBOR Determination Date, LIBOR for such
      date will be the most recently published Interest Settlement Rate published
      on
      the Bloomberg L.P. page “US0001M.” 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.

     

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

     

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

     

    LIBOR
      Certificate:
      Any
      Class A1, Class A2, Class A3, Class A4, Class A5, Class M1, Class M2, Class
      M3,
      Class M4, Class M5, Class M6, Class M7, Class M8, Class M9, Class B1 or Class
      B2
      Certificate.

     

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

     

    Liquidated
      Mortgage Loan:
      Any
      defaulted Mortgage Loan as to which the Master Servicer or the Servicer has
      determined that all amounts that it expects to recover on behalf of the Trust
      Fund from or on account of such Mortgage Loan have been recovered (exclusive
      of
      any possibility of a deficiency judgment).

     

    Liquidation
      Expenses:
      Expenses that are incurred by the Master Servicer or the Servicer in connection
      with the liquidation of any defaulted Mortgage Loan including, without
      limitation, foreclosure and rehabilitation expenses, legal expenses and
      unreimbursed amounts, if any, expended pursuant to Sections 9.06, 9.16 or
      9.22.

     

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

     

    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    

     

    Loan-to-Value
      Ratio:
      With
      respect to any Mortgage Loan, the ratio of the principal balance of such
      Mortgage Loan at origination plus the principal balance of each mortgage loan
      senior thereto based on the most recent information avaialbe to the Seller,
      or
      such other date as is specified, to the Original Value of the related Mortgaged
      Property.

     

    Lower
      Tier Interest:
      As
      described in the Preliminary Statement.

     

    Lower
      Tier REMIC 1 Uncertificated Regular Interests:
      Lower
      Tier Interests of REMIC 1 constituting regular interests held in uncertificated
      form pursuant to a Section 7.01(c) Purchase Event.

     

    LPMI
      Policy:
      Not
      applicable.

     

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

     

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

     

    M1
      Target Amount:
      With
      respect to any Distribution Date, an amount equal to the lesser of (a) the
      product of (i) 65.20% and (ii) the Aggregate Pool Balance for such Distribution
      Date determined as of the last day of the related Collection Period (after
      giving effect to any prepayments received during the related Prepayment Period)
      and (b) the amount, if any, by which (i) the Aggregate Pool Balance for such
      Distribution Date determined as of the last day of the related Collection Period
      (after giving effect to any prepayments received during the related Prepayment
      Period) exceeds (ii) the Overcollateralization Floor.

     

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

     

    M2
      Target Amount:
      With
      respect to any Distribution Date, an amount equal to the lesser of (a) the
      product of (i) 71.80% and (ii) the Aggregate Pool Balance for such Distribution
      Date determined as of the last day of the related Collection Period (after
      giving effect to any prepayments received during the related Prepayment Period)
      and (b) the amount, if any, by which (i) the Aggregate Pool Balance for such
      Distribution Date determined as of the last day of the related Collection Period
      (after giving effect to any prepayments received during the related Prepayment
      Period) exceeds (ii) the Overcollateralization Floor.

     

    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    

     

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

     

    M3
      Target Amount:
      With
      respect to any Distribution Date, an amount equal to the lesser of (a) the
      product of (i) 75.60% and (ii) the Aggregate Pool Balance for such Distribution
      Date determined as of the last day of the related Collection Period (after
      giving effect to any prepayments received during the related Prepayment Period)
      and (b) the amount, if any, by which (i) the Aggregate Pool Balance for such
      Distribution Date determined as of the last day of the related Collection Period
      (after giving effect to any prepayments received during the related Prepayment
      Period) exceeds (ii) the Overcollateralization Floor.

     

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

     

    M4
      Target Amount:
      With
      respect to any Distribution Date, an amount equal to the lesser of (a) the
      product of (i) 79.00% and (ii) the Aggregate Pool Balance for such Distribution
      Date determined as of the last day of the related Collection Period (after
      giving effect to any prepayments received during the related Prepayment Period)
      and (b) the amount, if any, by which (i) the Aggregate Pool Balance for such
      Distribution Date determined as of the last day of the related Collection Period
      (after giving effect to any prepayments received during the related Prepayment
      Period) exceeds (ii) the Overcollateralization Floor.

     

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

     

    M5
      Target Amount:
      With
      respect to any Distribution Date, an amount equal to the lesser of (a) the
      product of (i) 82.20% and (ii) the Aggregate Pool Balance for such Distribution
      Date determined as of the last day of the related Collection Period (after
      giving effect to any prepayments received during the related Prepayment Period)
      and (b) the amount, if any, by which (i) the Aggregate Pool Balance for such
      Distribution Date determined as of the last day of the related Collection Period
      (after giving effect to any prepayments received during the related Prepayment
      Period) exceeds (ii) the Overcollateralization Floor.

     

    
      
        
        

      

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

     

    M6
      Target Amount:
      With
      respect to any Distribution Date, an amount equal to the lesser of (a) the
      product of (i) 85.20% and (ii) the Aggregate Pool Balance for such Distribution
      Date determined as of the last day of the related Collection Period (after
      giving effect to any prepayments received during the related Prepayment Period)
      and (b) the amount, if any, by which (i) the Aggregate Pool Balance for such
      Distribution Date determined as of the last day of the related Collection Period
      (after giving effect to any prepayments received during the related Prepayment
      Period) exceeds (ii) the Overcollateralization Floor.

     

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

     

    M7
      Target Amount:
      With
      respect to any Distribution Date, an amount equal to the lesser of (a) the
      product of (i) 88.10% and (ii) the Aggregate Pool Balance for such Distribution
      Date determined as of the last day of the related Collection Period (after
      giving effect to any prepayments received during the related Prepayment Period)
      and (b) the amount, if any, by which (i) the Aggregate Pool Balance for such
      Distribution Date determined as of the last day of the related Collection Period
      (after giving effect to any prepayments received during the related Prepayment
      Period) exceeds (ii) the Overcollateralization Floor.

     

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

     

    M8
      Target Amount:
      With
      respect to any Distribution Date, an amount equal to the lesser of (a) the
      product of (i) 90.10% and (ii) the Aggregate Pool Balance for such Distribution
      Date determined as of the last day of the related Collection Period (after
      giving effect to any prepayments received during the related Prepayment Period)
      and (b) the amount, if any, by which (i) the Aggregate Pool Balance for such
      Distribution Date determined as of the last day of the related Collection Period
      (after giving effect to any prepayments received during the related Prepayment
      Period) exceeds (ii) the Overcollateralization Floor.

     

    
      
        
        

      

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

     

    M9
      Target Amount:
      With
      respect to any Distribution Date, an amount equal to the lesser of (a) the
      product of (i) 92.40% and (ii) the Aggregate Pool Balance for such Distribution
      Date determined as of the last day of the related Collection Period (after
      giving effect to any prepayments received during the related Prepayment Period)
      and (b) the amount, if any, by which (i) the Aggregate Pool Balance for such
      Distribution Date determined as of the last day of the related Collection Period
      (after giving effect to any prepayments received during the related Prepayment
      Period) exceeds (ii) the Overcollateralization Floor.

     

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

     

    Master
      Servicer Investment Period:
      As
      defined in Section 4.04(c) hereof.

     

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

     

    Master
      Servicing Fee:
      As to
      any Distribution Date, an amount equal to 1/12th
      the
      product of (a) the Master Servicing Fee Rate and (b) the outstanding principal
      balance of each Mortgage Loan.

     

    Master
      Servicing Fee Rate:
      0.00%
      per annum.

     

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

     

    Maximum
      Interest Rate:
      The
      Pool 1 Maximum Interest Rate, the Pool 2 Maximum Interest Rate or the
      Subordinate Maximum Interest Rate, as applicable.

     

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

     

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

     

    
      
        
        

      

      
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    Monthly
      Excess Cashflow:
      For
      each Distribution Date, the aggregate of any remaining Interest Remittance
      Amount pursuant to Section 5.02(d)(v) for
      such
      date, any Principal Distribution Amount available for distribution pursuant
      to
      Section 5.02(e)(ii)(C) or 5.02 (e)(iii)(O) for such date, and any Aggregate
      Overcollateralization Release Amount for such date.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    Mortgage
      Pool:
      Any of
      Pool 1 or Pool 2.

     

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

     

    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.

     

    
      
        
        

      

      
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    Mortgagor:
      The
      obligor on a Mortgage Note.

     

    Net
      Excess Spread:
      With
      respect to any Distribution Date, (A) the fraction, expressed as a percentage,
      the numerator of which is equal to the product of (i) the amount, if any, by
      which (a) the aggregate of the Interest Remittance Amounts for each Mortgage
      Pool for such Distribution Date (as reduced by the aggregate Credit Risk
      Manager’s Fee) exceeds (b) the Current Interest payable with respect to the
      Certificates for such date and (ii) twelve, and the denominator of which is
      the
      Aggregate Pool Balance for such Distribution Date, multiplied
      by (B) a
      fraction, the numerator of which is thirty and the denominator of which is
      the
      greater of thirty and the actual number of days in the immediately preceding
      calendar month minus
      (C)
      the
      product, expressed as a percentage, of (i) the amount of any Net Swap Payment
      owed to the Swap Counterparty for such Distribution Date divided by the
      Aggregate Pool Balance as of the beginning of the related Collection Period
      and
      (ii) a fraction, the numerator of which is 360 and the denominator of which
      is
      the actual number of days in the Accrual Period related to such Distribution
      Date, plus
      (D)
      the
      product, expressed as a percentage, of (i) the sum of (a) the amount of any
      Net
      Swap Payment and (b) any Interest Rate Cap Payment received by the Supplemental
      Interest Trust for such Distribution Date divided by the Aggregate Pool Balance
      as of the beginning of the related Collection Period and (ii) a fraction, the
      numerator of which is 360 and the denominator of which is the actual number
      of
      days in the Accrual Period related to such Distribution Date. 

     

    Net
      Funds Cap:
      The
      Pool 1 Net Funds Cap, the Pool 2 Net Funds Cap or the Subordinate Net Funds
      Cap,
      as the context requires.

     

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

     

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

     

    Net
      Prepayment Interest Shortfall:
      With
      respect to any Master Servicer Remittance Date, the excess, if any, of any
      Prepayment Interest Shortfalls with respect to the Mortgage Loans for such
      date
      over any amounts paid with respect to such shortfalls by the Servicer pursuant
      to the Servicing Agreement.

     

    Net
      Simple Interest Excess:
      With
      respect to any Distribution Date, the excess, if any, of (a) the amount of
      the
      payments received by the Servicer and the Master Servicer in the related
      Collection Period allocable to interest in respect of Simple Interest Mortgage
      Loans, calculated in accordance with the Simple Interest Method, net of the
      Servicing Fees, over (b) 30 days’ interest at the weighted average (by principal
      balance) of the Net Mortgage Rates of the Simple Interest Mortgage Loans as
      of
      the first day of the related Collection Period, as determined by the Servicer,
      on the aggregate principal balance of such Simple Interest Mortgage Loans for
      such Distribution Date, carried to six decimal places, rounded down, and
      calculated on the basis of a 360-day year consisting of twelve 30-day months.
      For this purpose, the amount of interest received in respect of the Simple
      Interest Mortgage Loans in any month shall be deemed (i) to include any Advances
      of interest made by the Servicer, the Master Servicer or the Trustee (solely
      in
      its capacity as successor master servicer) in such month in respect of such
      Simple Interest Mortgage Loans and (ii) to be reduced by any amounts paid to
      the
      Servicer, the Master Servicer or the Trustee (solely in its capacity as
      successor master servicer) in such month in reimbursement of Advances previously
      made by the Servicer, the Master Servicer or the Trustee (solely in its capacity
      as successor master servicer) in respect of such Simple Interest Mortgage
      Loans.

     

    
      
        
        

      

      
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    Net
      Simple Interest Shortfall:
      With
      respect to any Distribution Date, the excess, if any, of (a) 30 days’ interest
      at the weighted average (by principal balance) of the Net Mortgage Rates of
      the
      Simple Interest Mortgage Loans as of the first day of the related Collection
      Period, as determined by the Servicer, on the aggregate principal balance of
      such Simple Interest Mortgage Loans for such Distribution Date, carried to
      six
      decimal places, rounded down, and calculated on the basis of a 360-day year
      consisting of twelve 30-day months, over (b) the amount of the payments received
      by the Servicer or the Master Servicer in the related Collection Period
      allocable to interest in respect of such Simple Interest Mortgage Loans,
      calculated in accordance with the Simple Interest Method, net of the Servicing
      Fees.

     

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

     

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

     

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

     

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

     

    NIM
      Securities:
      Any net
      interest margin notes (other than any NIM Residual Securities) issued by a
      trust
      or other special purpose entity, the principal assets of such trust including
      the Class P and Class X Certificates and the payments received thereon, which
      principal assets back such notes.

     

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

     

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

     

    
      
        
        

      

      
        42

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

    Notional
      Amount:
      Not
      applicable. 

     

    Notional
      Certificate:
      Not
      applicable.

     

    Offered
      Certificates:
      The
      Class A1, Class A2, Class A3, Class A4, Class A5, Class M1, Class M2, Class
      M3,
      Class M4, Class M5, Class M6, Class M7, Class M8 and Class M9
      Certificates.

     

    Offering
      Document:
      Each of
      the Prospectus, the Private Placement Memorandum and the Class X and Class
      P
      Private Placement Memorandum, as applicable.

     

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

     

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

     

    Original
      Mortgage Loan:
      As
      described in the Preliminary Statement. 

     

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

     

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

     

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

     

    
      
        
        

      

      
        43

        
          

        

      

      
        
        

      

    

     

    Overcollateralization
      Floor:
      An
      amount equal to $3,883,130.58 (which is 0.50% of the Cut-off Date
      Balance).

     

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

     

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

     

    PCAOB:
      The
      Public Company Accounting Oversight Board.

     

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

     

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

     

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

     

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

     

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

     

    PMI
      Insurance Premium:
      Not
      applicable.

     

    PMI
      Insurer:
      Not
      applicable.

     

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

     

    
      
        
        

      

      
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    Pool
      1
      Maximum Interest Rate:
      For the
      Group 1 Senior Certificates, for each Distribution Date on or before the
      Distribution Date on which the aggregate Class Principal Amount of the Group
      2
      Senior Certificates has been reduced to zero, an annual rate equal to (a) the
      product, expressed as a percentage, of (1) the amount, if any, by which the
      weighted average of the excess of the maximum “lifetime” Mortgage Rates, as
      specified in the related Mortgage Notes for the Pool 1 Mortgage Loans exceeds
      the Servicing Fee Rate and (2) 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; plus
      (b) the
      product, expressed as a percentage, of (1) the sum of (x) the amount of any
      Net
      Swap Payment owed by the Swap Counterparty on
      the
      related Swap Payment Date
      allocable to Pool 1 (based on the applicable Pool Percentage) and (y) any
      Interest Rate Cap Amount owed by the Cap Counterparty on the related Interest
      Rate Cap Payment Date allocable to Pool 1 (based on the applicable Pool
      Percentage) divided by the Pool Balance for Pool 1 as of the first day of the
      related Collection Period (excluding for this purpose Mortgage Loans in
      Pool 1 for which prepayments in full have been received and distributed in
      the month prior to that Distribution Date) and (2) a fraction, the numerator
      of
      which is 360 and the denominator of which is the actual number of days in the
      Accrual Period related to such Distribution Date; minus
      (c) the
      product, expressed as a percentage, of (1) a fraction, expressed as a
      percentage, the numerator of which is the amount of any Net Swap Payment owed
      to
      the Swap Counterparty on the related Swap Payment Date allocable to Pool 1
      (based on the applicable Pool Percentage) 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 in Pool 1 for which
      prepayments in full have been received and distributed in the month prior to
      that Distribution Date) and (2) a fraction, the numerator of which is 360 and
      the denominator of which is the actual number of days in the Accrual Period
      related to such Distribution Date.

     

    Pool
      1
      Net Funds Cap:
      With
      respect to any Distribution Date and the Group 1 Senior Certificates, a per
      annum rate equal to (a) a fraction, expressed as a percentage, the numerator
      of
      which is the product of (1) the excess, if any, of (i) the Pool 1 Optimal
      Interest Remittance Amount for such date over (ii) any Net Swap Payment or
      Swap
      Termination Payment (not due to a Swap Counterparty Trigger Event) owed to
      the
      Swap Counterparty on the related Swap Payment Date allocable to Pool 1 (based
      on
      the applicable Pool 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
      (excluding for this purpose any Mortgage Loans in Pool 1 for which any Principal
      Prepayments in full have been deposited into the Collection Account and
      distributed therefrom in accordance with Section 5.02 during the month prior
      to
      such Distribution Date), multiplied by (b) a fraction, the numerator of which
      is
      30 and the denominator of which is the actual number of days in the Accrual
      Period related to such Distribution Date.

     

    Pool
      1
      Optimal Interest Remittance Amount:
      With
      respect to each Distribution Date, an amount equal to the product of (a) the
      quotient of (i) the weighted average of the Net Mortgage Rates of the Mortgage
      Loans in Pool 1 as of the first day of the related Collection Period, and (ii)
      12 and (b) the Pool Balance for Pool 1 as of the first day of the related
      Collection Period (excluding for purposes of clauses (a)(i) and (b) any Mortgage
      Loans in Pool 1 for which any Principal Prepayments in full have been deposited
      into the Collection Account and distributed therefrom in accordance with Section
      5.02 during the month prior to such Distribution Date).

     

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

     

    
      
        
        

      

      
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    Pool
      2
      Maximum Interest Rate:
      For the
      Group 2 Senior Certificates, and for each Distribution Date on or before the
      Distribution Date on which the Class Principal Amount of the Group 1 Senior
      Certificates has been reduced to zero, an annual rate equal to (a) the product,
      expressed as a percentage, of (1) the amount, if any, by which the weighted
      average of the excess of the maximum “lifetime” Mortgage Rates, as specified in
      the related Mortgage Notes for the Pool 2 Mortgage Loans exceeds the Servicing
      Fee Rate and (2) 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; plus
      (b) the
      product, expressed as a percentage, of (1) the sum of (x) the amount of any
      Net
      Swap Payment owed by the Swap Counterparty on the related Swap Payment Date
      allocable to Pool 2 (based on the applicable Pool Percentage) and (y) any
      Interest Rate Cap Amount owed by the Cap Counterparty on the related Interest
      Rate Cap Payment Date allocable to Pool 2 (based on the applicable Pool
      Percentage) divided by the Pool Balance for Pool 2 as of the first day of the
      related Collection Period (not including for this purpose Mortgage Loans in
      Pool 2 for which prepayments in full have been received and distributed in
      the month prior to that Distribution Date) and (2) a fraction, the numerator
      of
      which is 360 and the denominator of which is the actual number of days in the
      Accrual Period related to such Distribution Date; minus
      (c) the
      product, expressed as a percentage, of (1) a fraction, expressed as a
      percentage, the numerator of which is the amount of any Net Swap Payment owed
      to
      the Swap Counterparty on the related Swap Payment Date allocable to Pool 2
      (based on the applicable Pool Percentage) 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 in Pool 2 for which
      prepayments in full have been received and distributed in the month prior to
      that Distribution Date) and (2) a fraction, the numerator of which is 360 and
      the denominator of which is the actual number of days in the Accrual Period
      related to such Distribution Date.

     

    Pool
      2
      Net Funds Cap:
      With
      respect to any Distribution Date and the Group 2 Senior Certificates, a per
      annum rate equal to (a) a fraction, expressed as a percentage, the numerator
      of
      which is the product of (1) the excess, if any, of (i) the Pool 2 Optimal
      Interest Remittance Amount for such date over (ii) any Net Swap Payment or
      Swap
      Termination Payment (not due to a Swap Counterparty Trigger Event) owed to
      the
      Swap Counterparty on the related Swap Payment Date allocable to Pool 2 (based
      on
      the applicable Pool 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
      (excluding for this purpose any Mortgage Loans in Pool 2 for which any Principal
      Prepayments in full have been deposited into the Collection Account and
      distributed therefrom in accordance with Section 5.02 during the month prior
      to
      such 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
      Optimal Interest Remittance Amount:
      With
      respect to each Distribution Date, an amount equal to the product of (a) the
      quotient of (i) the weighted average of the Net Mortgage Rates of the Mortgage
      Loans in Pool 2 as of the first day of the related Collection Period, and (ii)
      12 and (b) the Pool Balance for Pool 2 as of the first day of the related
      Collection Period (excluding for purposes of clauses (a)(i) and (b) any Mortgage
      Loans in Pool 2 for which any Principal Prepayments in full have been deposited
      into the Collection Account and distributed therefrom in accordance with Section
      5.02 during the month prior to such Distribution Date).

     

    
      
        
        

      

      
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    Pool
      Balance:
      With
      respect to each Mortgage Pool, the aggregate of the Scheduled Principal Balances
      of all Mortgage Loans in such Mortgage Pool at the date of
      determination.

     

    Pool
      Percentage:
      With
      respect to each Mortgage Pool and any Distribution Date, the fraction, expressed
      as a percentage, the numerator of which is the Pool Balance for such Mortgage
      Pool for such date and the denominator of which is the Aggregate Pool Balance
      for such date.

     

    Pool
      Subordinate Amount:
      As to
      each Mortgage Pool and any Distribution Date, the excess of the Pool Balance
      for
      such Mortgage Pool as of the first day of the immediately preceding Collection
      Period over (i) the Class Principal Amount of the Group 1 Senior Certificates
      (in the case of Pool 1) or (ii) the aggregate Class Principal Amounts of the
      Group 2 Senior Certificates (in the case of Pool 2) immediately prior to the
      related Distribution Date.

     

    Prepayment
      Interest Shortfall:
      With
      respect to any full or partial Principal Prepayment of a Mortgage Loan, the
      excess, if any, of (i) one full month’s interest at the applicable Mortgage Rate
      (as reduced by the Servicing Fee, in the case of Principal Prepayments in full)
      on the outstanding principal balance of such Mortgage Loan immediately prior
      to
      such prepayment over (ii) the amount of interest actually received with respect
      to such Mortgage Loan in connection with such Principal Prepayment.

     

    Prepayment
      Period:
      (a)
      With respect to any Distribution Date and any Principal Prepayment in part
      in
      respect of any Mortgage Loan, the calendar month immediately preceding the
      month
      in which such Distribution Date occurs and (b) with respect to any Distribution
      Date and any Principal Prepayment in full in respect of any Mortgage Loan,
      the
      period from the fifteenth (15th)
      day of
      the preceding calendar month (or, the Cut-off Date in the case of the first
      Prepayment Period) through the fourteenth (14th)
      day of
      the calendar month in which the Distribution Date occurs.

     

    Prepayment
      Premiums:
      Any
      prepayment fees and penalties to be paid by the Mortgagor on a Mortgage
      Loan.

     

    Primary
      Mortgage Insurance Policy:
      Not
      applicable.

     

    Prime
      Rate:
      The
      prime rate of the United States money center commercial banks as published
      in
The
      Wall Street Journal.

     

    Principal
      Distribution Amount:
      With
      respect to each Mortgage Pool and any Distribution Date, an amount equal to
      the
      Principal Remittance Amount for such Mortgage Pool for such date minus
      the
      Aggregate Overcollateralization Release Amount, if any, allocable to such
      Mortgage Pool, for such Distribution Date (based on the applicable Senior
      Proportionate Percentage).

     

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

     

    
      
        
        

      

      
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    Principal
      Remittance Amount:
      With
      respect to each Mortgage Pool and any Distribution Date, (a) the sum of (i)
      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 whether by the Servicer, the Master Servicer or the Trustee
      (solely in its capacity as successor Master Servicer) (less unreimbursed
      Advances due to the Master Servicer, the Servicer or the Trustee with respect
      to
      the related Mortgage Loans, to the extent allocable to principal, and any
      unreimbursed Servicing Advances not reimbursed by a reduction from the Interest
      Remittance Amount), (ii) all Principal Prepayments in full or in part received
      during the related Prepayment Period on the Mortgage Loans in such Mortgage
      Pool, (iii) the outstanding principal balance of each Mortgage Loan (excluding
      any FPD Premium) in such Mortgage Pool that was purchased from the Trust Fund
      by
      the Seller during the related Prepayment Period or the Master Servicer (in
      the
      case of certain Mortgage Loans 120 days or more delinquent) from such Mortgage
      Pool, (iv) the portion of any Substitution Amount paid with respect to any
      Deleted Mortgage Loan in such Mortgage Pool during the related Prepayment Period
      allocable to principal and (v) all Net Liquidation Proceeds, Insurance Proceeds,
      any Subsequent Recovery and other recoveries collected with respect to the
      Mortgage Loans in such Mortgage Pool during the related Prepayment Period,
      to
      the extent allocable to principal, as reduced by (b) to the extent not
      reimbursed from amounts otherwise allocable to interest, the related Pool
      Percentage for such date of any other costs, expenses or liabilities
      reimbursable to the Trustee, the Master Servicer, the Custodian and the Servicer
      to the extent provided in this Agreement, the Servicing Agreement and the
      Custodial Agreement and, with respect to the Trustee, to the extent the Interest
      Remittance Amount is less than amounts reimbursable to the Trustee pursuant
      to
      Section 4.04(b)(i), the product of (x) the applicable Pool Percentage for such
      Distribution Date and (y) any amounts reimbursable during the related
      Anniversary Year to the Trustee therefrom and not reimbursed from the Interest
      Remittance Amount, or otherwise; provided,
      however,
      that
      such reimbursable amounts from the Interest Remittance Amount and Principal
      Remittance Amount may not exceed $200,000 in the aggregate during any
      Anniversary Year. In the event that the Trustee incurs reimbursable amounts
      in
      excess of $200,000, it may seek reimbursement for such amounts in subsequent
      Anniversary Years, but in no event shall more than $200,000 be reimbursed to
      the
      Trustee per Anniversary Year. Notwithstanding the foregoing, costs and expenses
      incurred by the Trustee pursuant to Section 6.14(a) in connection with any
      transfer of servicing shall be excluded from the $200,000 per Anniversary Year
      limit on reimbursable amounts. For the avoidance of doubt, (i) the Principal
      Remittance Amount available on each Swap Payment Date for distributions to
      the
      Swap Account shall be equal to the Principal Remittance Amount on the related
      Distribution Date and (ii) the Principal Remittance Amount for each Distribution
      Date shall be calculated without regard to any distributions to the Swap Account
      on the related Swap Payment Date.

     

    Private
      Placement Memorandum:
      The
      private placement memorandum dated June 27, 2007, relating to the Class B1
      and Class B2 Certificates.

     

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

     

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

     

    
      
        
        

      

      
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    Prospectus:
      The
      prospectus supplement dated June 27, 2007, together with the accompanying
      prospectus dated May 22, 2007, relating to the Offered
      Certificates.

     

    Purchase
      Price:
      With
      respect to the purchase of a Mortgage Loan or related REO Property pursuant
      to
      this Agreement, an amount equal to the sum of (a) 100% of the unpaid principal
      balance of such Mortgage Loan; (b) accrued interest thereon at the applicable
      Mortgage Rate, from the date as to which interest was last paid to (but not
      including) the Due Date in the Collection Period immediately preceding the
      related Distribution Date; (c) the amount of any costs and damages incurred
      by
      the Trust Fund as a result of any violation of any applicable federal, state
      or
      local predatory- or abusive-lending law arising from or in connection with
      the
      origination of such Mortgage Loan; and (d) any unreimbursed Servicing Advances
      with respect to such Mortgage Loan. The Master Servicer, the Servicer, the
      Custodian (or the Trustee, if applicable) shall be reimbursed from the Purchase
      Price for any Mortgage Loan or related REO Property for any Advances made or
      other amounts advanced with respect to such Mortgage Loan or related REO
      Property that are reimbursable to the Master Servicer or the Servicer under
      this
      Agreement or the Servicing Agreement (or to the Trustee, if applicable),
      together with any accrued and unpaid compensation due to the Master Servicer,
      the Servicer, the Custodian or the Trustee hereunder or thereunder.

     

    Purchaser
      Call Option Notice:
      As
      defined in Section 7.01(d).

     

    QIB:
      As
      defined in Section 3.03(c).

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

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

     

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

     

    Qualifying
      Substitute Mortgage Loan:
      In the
      case of a Mortgage Loan substituted for a Deleted Mortgage Loan pursuant to
      the
      terms of this Agreement, a Mortgage Loan that, on the date of such substitution,
      (i) has an outstanding Scheduled Principal Balance (or in the case of a
      substitution of more than one mortgage loan for a Deleted Mortgage Loan, an
      aggregate Scheduled Principal Balance), after application of all Scheduled
      Payments due during or prior to the month of substitution, not in excess of,
      and
      not more than 5% less than, the outstanding Scheduled Principal Balance of
      the
      Deleted Mortgage Loan as of the Due Date in the calendar month during which
      the
      substitution occurs, (ii) has a Mortgage Rate not less than the Mortgage Rate
      on
      the Deleted Mortgage Loan, (iii) if applicable, has a maximum Mortgage Rate
      not
      less than the maximum Mortgage Rate on the Deleted Mortgage Loan, (iv) if
      applicable, has a minimum Mortgage Rate not less than the minimum Mortgage
      Rate
      of the Deleted Mortgage Loan, (v) if applicable, has a gross margin equal to
      or
      greater than the gross margin of the Deleted Mortgage Loan, (vi) is not a
      Cooperative Loan unless the related Deleted Mortgage Loan was a Cooperative
      Loan, (vii) if applicable, has a next adjustment date not later than the next
      adjustment date on the Deleted Mortgage Loan, (viii) has the same Due Date
      as
      the Deleted Mortgage Loan, (ix) has a remaining stated term to maturity not
      more
      than 18 months longer and not more than 18 months shorter than the remaining
      stated term to maturity of the related Deleted Mortgage Loan; provided,
      that
      in
      no case should such substitute Mortgage Loan have a maturity date later than
      the
      Final Scheduled Distribution Date; (x) is current as of the date of
      substitution, (xi) has a Loan-to-Value Ratio as of the date of substitution
      equal to or lower than the Loan-to-Value Ratio of the Deleted Mortgage Loan
      as
      of such date, (xii) has been underwritten by the Transferor in accordance with
      the same underwriting criteria and guidelines as the Deleted Mortgage Loan,
      (xiii) has a risk grading determined by the Seller at least equal to the risk
      grading assigned on the Deleted Mortgage Loan, (xiv) is secured by the same
      property type as the Deleted Mortgage Loan, (xv) conforms to each representation
      and warranty applicable to the Deleted Mortgage Loan made in the related
      Mortgage Loan Sale Agreement, (xvi) has the same or higher lien position as
      the
      Deleted Mortgage Loan, (xvii) [reserved], (xviii) if applicable, contains
      provisions covering the payment of Prepayment Premium by the Mortgagor for
      early
      prepayment of the Mortgage Loan at least as favorable as the Deleted Mortgage
      Loan and (xix) for any Mortgage Loan to be substituted into Pool 1, has an
      original Scheduled Principal Balance within the maximum dollar amount
      limitations prescribed by Fannie Mae for conforming one-to-four family first
      lien residential mortgaged properties. In the event that one or more mortgage
      loans are substituted for one or more Deleted Mortgage Loans, the amounts
      described in clause (i) hereof shall be determined on the basis of aggregate
      Scheduled Principal Balances, the Mortgage Rates described in clause (ii) hereof
      shall be determined on the basis of weighted average Mortgage Rates, the risk
      gradings described in clause (xiii) hereof shall be satisfied as to each such
      mortgage loan, the terms described in clause (ix) hereof shall be determined
      on
      the basis of weighted average remaining term to maturity; provided,
      that
      the
      stated maturity date of any Qualifying Substitute Mortgage Loan shall not be
      later than the Final Scheduled Distribution Date, the Loan-to-Value Ratios
      described in clause (xi) hereof shall be satisfied as to each such mortgage
      loan
      and, except to the extent otherwise provided in this sentence, the
      representations and warranties described in clause (xv) hereof must be satisfied
      as to each Qualifying Substitute Mortgage Loan or in the aggregate, as the
      case
      may be.

     

    
      
        
        

      

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

     

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

     

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

     

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

     

    Regular
      Interests Purchase Option:
      As
      defined in Section 7.01(c).

     

    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 be provided by the Commission or its staff from time
      to
      time.

     

    Regulation
      S:
      Regulation S promulgated under the Securities 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(d).

     

    Related
      Senior Principal Distribution Amount:
      For
      each Mortgage Pool and any Distribution Date on or after the Stepdown Date
      and
      for as long as a Trigger Event is not in effect, an amount equal to the lesser
      of (x) the sum of the Class Principal Amounts of the Group 1 Senior Certificates
      (with respect to Pool 1) or the sum of the Class Principal Amounts of the Group
      2 Senior Certificates (with respect to Pool 2) immediately prior to such date
      and (y) the product of (a) the Senior Principal Distribution Amount and (b)
      the
      related Senior Proportionate Percentage, in each case for such
      date.

     

    
      
        
        

      

      
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    Related
      Senior Priority:
      With
      respect to each of the Group 1 Senior Certificates and the Group 2 Senior
      Certificates, the priority of distribution on the Senior Certificates relating
      to such Groups as described in Sections 5.02(e)(i)(A)(3) and 5.02(e)(i)(B)(3),
      respectively.

     

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

     

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

     

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

     

    REMIC
      1:
      As
      described in the Preliminary Statement.

     

    REMIC
      2:
      As
      described in the Preliminary Statement.

     

    REMIC
      3:
      As
      described in the Preliminary Statement.

     

    REMIC
      3 Net Funds Cap:
      For any
      Distribution Date (and the related Accrual Period) and any Class of
      Certificates, an amount equal to (i) the weighted average of the interest rates
      on the Lower Tier Interests in REMIC 3 (other than an interest-only regular
      interest), weighted in proportion to their Class Principal Amounts as of the
      beginning of the related Accrual Period, multiplied by (ii) an amount equal
      to
      (a) 30, divided by (b) the actual number of days in the Accrual
      Period.

     

    REMIC
      4:
      As
      described in the Preliminary Statement.

     

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

     

    REMIC
      Swap Rate:
      For
      each Distribution Date (and the related Accrual Period), a per annum rate equal
      to the product of: (i) the “Rate of Payment (%)” under the Swap Agreement for
      such Distribution Date, as set forth in Annex C-1 to the Prospectus Supplement,
      (ii) 2, and (iii) the quotient of (a) the actual number of days in the related
      Accrual Period divided by (b) 30.

     

    
      
        
        

      

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

     

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

     

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

     

    Required
      Reserve Fund Deposit:
      With
      respect to any Distribution Date on which the Net Excess Spread is less than
      0.25%, the amount, if any by which (a) the product of 1.00% and the Aggregate
      Pool Balance for such date exceeds (b) the amount on deposit in the Basis Risk
      Reserve Fund immediately prior to such date. With respect to any Distribution
      Date on which the Net Excess Spread is equal to or greater than 0.25%, the
      amount, if any, by which (i) $1,000 exceeds the amount on deposit in the Basis
      Risk Reserve Fund immediately prior to such date; provided,
      however,
      that on
      any Distribution Date on which the Class Principal Amount of each Class of
      Offered Certificates, the Class B1 Certificates and the Class B2 Certificates
      has been reduced to zero, the Required Reserve Fund Deposit shall be
      zero.

     

    Residual
      Certificate:
      Any
      Class R or Class LT-R Certificate.

     

    Responsible
      Officer or responsible officer:
      When
      used with respect to the Trustee (including in its capacity as Paying Agent),
      any vice president, assistant vice president, the secretary, any assistant
      secretary, or any officer, working in its Corporate Trust Office, or corporate
      trust group, as applicable, and having responsibility for the administration
      of
      this Agreement, and any other officer to whom a matter arising under this
      Agreement may be referred. 

     

    Restricted
      Certificate:
      Any
      Class B1, Class B2, Class P, Class X, Class R or Class LT-R
      Certificate.

     

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

     

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

     

    Rules:
      As
      defined in Section 6.20(c).

     

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

     

    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).

     

    
      
        
        

      

      
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    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 Section 302 of 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.

     

    Scheduled
      Principal Balance:
      With
      respect to (i) any Mortgage Loan (other than a Simple Interest Mortgage Loan)
      as
      of any Distribution Date, the principal balance of such Mortgage Loan at the
      close of business on the Cut-off Date after giving effect to principal payments
      due on or before the Cut-off Date, whether or not received, less an amount
      equal
      to principal payments due after the Cut-off Date, and on or before the Due
      Date
      in the related Collection Period, whether or not received from the Mortgagor
      or
      advanced by the Servicer or the Master Servicer, and all amounts allocable
      to
      unscheduled principal payments (including Principal Prepayments, Liquidation
      Proceeds, Insurance Proceeds and condemnation proceeds, in each case to the
      extent identified and applied prior to or during the related Prepayment Period)
      and (ii) any REO Property as of any Distribution Date, the Scheduled Principal
      Balance of the related Mortgage Loan on the Due Date immediately preceding
      the
      date of acquisition of such REO Property by or on behalf of the Trustee (reduced
      by any amount applied as a reduction of principal on the Mortgage Loan). With
      respect to any Mortgage Loan as of the Cut-off Date, the principal balance
      of
      such Mortgage Loan as specified in the Mortgage Loan Schedule. The Scheduled
      Principal Balance of any Liquidated Mortgage Loan shall be zero. In the case
      of
      a Simple Interest Mortgage Loan, references herein to such Mortgage Loan’s
      Scheduled Principal Balance shall mean its actual unpaid principal balance.
      The
      actual unpaid principal balance of a Simple Interest Mortgage Loan with respect
      to any Distribution Date shall be determined by subtracting from such Mortgage
      Loan’s unpaid principal balance as of the end of the preceding Collection Period
      the amount of the borrower’s fixed monthly payment for the related Collection
      Period that is not allocated to the payment of interest applying the Simple
      Interest Method.

     

    Section
      7.01(c) Purchase Event:
      The
      purchase of all the Lower Tier REMIC 1 Uncertificated Regular
      Interests.

     

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

     

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

     

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

     

    
      
        
        

      

      
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    Seller
      Remittance Amount:
      With
      respect to the Servicer, the meaning assigned to such term in the Servicing
      Agreement.

     

    Senior
      Certificate:
      Any
      Class A1, Class A2, Class A3, Class A4 or Class A5 Certificate.

     

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

     

    Senior
      Principal Distribution Amount:
      With
      respect to any Distribution Date on or after the Stepdown Date and as long
      as a
      Trigger Event is not in effect with respect to such Distribution Date, the
      lesser of (x) the aggregate Principal Distribution Amount for both Mortgage
      Pools and (y) the amount, if any by which (A) the aggregate Class Principal
      Amount of the Senior Certificates immediately prior to such Distribution Date
      exceeds (B) the Senior Target Amount.

     

    Senior
      Proportionate Percentage:
      With
      respect to Pool 1 and any Distribution Date, the 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 Distribution Date.
      With respect to Pool 2 and any Distribution Date, the 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
      Principal Remittance Amounts for Pool 1 and Pool 2 for such Distribution Date.
      

     

    Senior
      Target Amount:
      With
      respect to any Distribution Date, an amount equal to the lesser of (a) the
      product of (i) 54.10% and (ii) the Aggregate Pool Balance for such Distribution
      Date determined as of the last day of the related Collection Period (after
      giving effect to any prepayments received during the related Prepayment Period)
      and (b) the amount, if any, by which (i) the Aggregate Pool Balance for such
      Distribution Date determined as of the last day of the related Collection Period
      (after giving effect to any prepayments received during the related Prepayment
      Period) exceeds (ii) the Overcollateralization Floor.

     

    Servicer:
      As of
      the Closing Date, JPMorgan Chase Bank, National Association, or any successors
      in interest.

     

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

     

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

     

    
      
        
        

      

      
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    Servicing
      Advances:
      All
      customary, reasonable and necessary “out of pocket” costs and expenses other
      than Advances (including reasonable attorneys’ fees and disbursements) incurred
      in the performance by the Servicer of its servicing obligations, including,
      but
      not limited to, the cost of (a) the preservation, inspection, restoration and
      protection of the Mortgaged Property, (b) any enforcement or administrative
      or
      judicial proceedings, including foreclosures, (c) the management and liquidation
      of the Mortgaged Property if the Mortgaged Property is acquired in satisfaction
      of the Mortgage, (d) taxes, assessments, water rates, sewer rents and other
      charges which are or may become a lien upon the Mortgaged Property, and fire
      and
      hazard insurance coverage and (e) any losses sustained by the Servicer with
      respect to the liquidation of the Mortgaged Property.

     

    Servicing
      Agreement:
      The
      securitization servicing agreement, dated as of June 1, 2007, among the
      Seller, the Master Servicer and the Servicer, and any other servicing agreement
      entered into between a successor servicer, the Master Servicer and the Seller
      pursuant to the terms of this Agreement. 

     

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

     

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

     

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

     

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

     

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

     

    Simple
      Interest Method:
      With
      respect to a Simple Interest Mortgage Loan, the method of allocating a payment
      to principal and interest, pursuant to which the portion of such payment that
      is
      allocated to interest is equal to the product of the applicable rate of interest
      multiplied by the unpaid principal balance multiplied by the period of time
      elapsed since the preceding payment of interest was made and divided by either
      360 or 365, as specified in the related Mortgage Note and the remainder of
      such
      payment is allocated to principal.

     

    
      
        
        

      

      
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    Simple
      Interest Mortgage Loan:
      Any
      Mortgage Loan specified as a “DSI Loan” in the Mortgage Loan Schedule attached
      hereto as Schedule A. As of the Closing Date, there are no Simple Interest
      Mortgage Loans included in the Trust Fund.

     

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

     

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

     

    Stepdown
      Date:
      The
      earlier of (i) the first Distribution Date following the Distribution Date
      on
      which the Class Principal Amounts of the Senior Certificates have each been
      reduced to zero or (ii) the later to occur of (x) the Distribution Date in
      July
      2010 and (y) the first Distribution Date on which the Senior Enhancement
      Percentage (calculated for this purpose after giving effect to payments or
      other
      recoveries in respect of the Mortgage Loans during the related Collection Period
      but before giving effect to distributions on the Certificates on such
      Distribution Date) is greater than or equal to 45.90%.

     

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

     

    Subordinate
      Certificate:
      Any
      Class M Certificate or Class B Certificate.

     

    Subordinate
      Maximum Interest Rate:
      For (i)
      the Subordinate Certificates; (ii) the Group 1 Senior Certificates, with respect
      to each Distribution Date after the Distribution Date on which the aggregate
      Class Principal Amount of the Group 2 Senior Certificates has been reduced
      to
      zero; and (iii) the Group 2 Senior Certificates, with respect to each
      Distribution Date after the Distribution Date on which the Class Principal
      Amount of the Group 1 Senior Certificates has been reduced to zero; the weighted
      average of the Pool 1 Maximum Interest Rate and the Pool 2 Maximum Interest
      Rate
      for such Distribution Date, weighted on the basis of (i) in the case of any
      Distribution Date on or before the date on which the aggregate Class Principal
      Amount of the Senior Certificates relating to any Mortgage Pool has been reduced
      to zero, the Pool Subordinate Amount and (ii) for any Distribution Date
      thereafter, such weighting shall be on the basis of the Pool Balance of each
      Mortgage Pool.

     

    Subordinate
      Net Funds Cap:
      With
      respect to any Distribution Date, an amount equal to 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 Mortgage Pool; provided,
      however,
      that on
      any Distribution Date after which the aggregate Class Principal Amount of the
      Senior Certificates relating to any Mortgage Pool has been reduced to zero,
      such
      weighting shall be on the basis of the Pool Balance of each Mortgage
      Pool.

     

    Subordinate
      Priority:
      To the
      Class M1, Class M2, Class M3, Class M4, Class M5, Class M6, Class M7, Class
      M8,
      Class M9, Class B1 and Class B2 Certificates, sequentially, in that
      order.

     

    
      
        
        

      

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

     

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

     

    Substitution
      Amount:
      The
      amount, if any, by which the Scheduled Principal Balance of a Deleted Mortgage
      Loan exceeds the Scheduled Principal Balance of the related Qualifying
      Substitute Mortgage Loan, or aggregate Scheduled Principal Balance, if
      applicable, plus
      unpaid
      interest thereon, 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 5.07 of this Agreement and
      designated as the “Supplemental Interest Trust,” consisting of the Swap
      Agreement, the Swap Account, the Interest Rate Cap Agreement, the Interest
      Rate
      Cap Account, the Collateral Account, the right to receive the Class X
      Distributable Amount as provided in Section 5.02(f)(vi), the Class LT4-I
      interest in REMIC 4 and the right to receive Class I Shortfalls.

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

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

     

    Swap
      LIBOR:
      With
      respect to any Distribution Date and the related Swap Payment Date (and the
      Accrual Period relating to such Distribution Date), the product of (i) the
      Floating Rate Option (as defined in the Swap Agreement) for the related Swap
      Payment Date, (ii) two, and (iii) the quotient of (a) the actual number of
      days
      in the Accrual Period for the LIBOR Certificates and (b) 30, as calculated
      by
      the Swap Counterparty and furnished to the 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
      Replacement Receipts:
      As
      defined in Section 5.09(a).

     

    Swap
      Replacement Receipts Account:
      As
      defined in Section 5.09(a).

     

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

     

    Swap
      Termination Receipts:
      As
      defined in Section 5.09(a).

     

    Swap
      Termination Receipts Account:
      As
      defined in Section 5.09(a).

     

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

     

    Targeted
      Overcollateralization Amount:
      For any
      Distribution Date prior to the Stepdown Date, an amount equal to $16,698,115.48
      (or approximately 2.15% of the Cut-off Date Balance). For any Distribution
      Date
      on or after the Stepdown Date and provided a Trigger Event is not in effect,
      an
      amount equal to the greater of (i) the lesser of (a) $16,698,115.48 (or
      approximately 2.15% of the Cut-off Date Balance) and (b) 4.30% of the Aggregate
      Pool Balance for such Distribution Date determined as of the last day of the
      related Collection Period (after giving effect to any prepayments received
      during the related Prepayment Period) and (ii) the Overcollateralization Floor.
      With respect to any Distribution Date on or after the Stepdown Date and provided
      a Trigger Event is in effect, an amount equal to the Targeted
      Overcollateralization Amount for the immediately preceding Distribution
      Date.

     

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

     

    Termination
      Event:
      As
      defined in the Swap Agreement and the Interest Rate Cap Agreement, as
      applicable.

     

    Termination
      Price:
      As
      defined in Section 7.01.

     

    
      
        
        

      

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

     

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

     

    Transfer
      Agreement:
      Not
      applicable.

     

    Transferor:
      BNC
      Mortgage LLC.

     

    Trigger
      Event:
      A
      Trigger Event shall have occurred with respect to any Distribution Date if
      either a Delinquency Event or a Cumulative Loss Trigger Event is in effect
      for
      such Distribution Date.

     

    Trust
      Fund:
      The
      corpus of the BNC Mortgage Loan Trust 2007-3 created pursuant to this Agreement,
      consisting of the Mortgage Loans, the assignment of the Depositor’s rights under
      the Transfer Agreement, the Mortgage Loan Sale Agreement and the Servicing
      Agreement, such amounts as shall from time to time be held in the Collection
      Account, the Certificate Account, any Custodial Account and any Escrow Account,
      the Swap Termination Receipts Account, the Swap Replacement Receipts Account,
      the Cap Termination Receipts Account, the Cap Replacement Receipts Account,
      the
      Basis Risk Reserve Fund, the Insurance Policies, any REO Property and the other
      items referred to in, and conveyed to the Trustee under, Section
      2.01(a).

     

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

     

    Trustee:
      Citibank, N.A., not in its individual capacity but solely as trustee for the
      benefit of the Certificateholders under this Agreement or solely in its capacity
      as trustee of the Supplemental Interest Trust, as applicable, or any successor
      in interest, or if any successor trustee shall be appointed as herein provided,
      then such successor in interest or successor trustee, as the case may
      be.

     

    Trustee
      Fee:
      As to
      any Distribution Date, any investment earnings from amounts on deposit in the
      Certificate Account after payment of one day of investment earnings on amounts
      on deposit in the Certificate Account to the Master Servicer for the Master
      Servicer Investment Period and payment of the fees and expenses payable to
      the
      Custodian from such amounts, as provided in Section 4.04(c).

     

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

     

    Underwriter:
      Lehman
      Brothers Inc. 

     

    Underwriter’s
      Exemption:
      Prohibited Transaction Exemption 2007-5 (72 Fed. Reg. 13130, March 20, 2007),
      as
      amended (or any successor thereto), or any substantially similar administrative
      exemption granted by the U.S. Department of Labor.

     

    
      
        
        

      

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

     

    Upper
      Tier REMIC:
      REMIC
      4.

     

    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, 97.00% of all Voting Interests shall
      be
      allocated to the LIBOR Certificates. Voting Interests shall be allocated among
      the Classes of LIBOR Certificates based on the product of (i) 97.00% and (ii)
      the fraction, expressed as a percentage, the numerator of which is the aggregate
      Class Principal Amount of all Certificates of that Class then outstanding and
      the denominator of which is the Aggregate Pool Balance then outstanding. At
      all
      times during the term of this Agreement, 1% of all Voting Interests shall be
      allocated to each of the Class P, Class R and Class X Certificates while they
      remain outstanding. Voting Interests shall be allocated among the other Classes
      of Certificates (and among the Certificates within each such Class) in
      proportion to their Class Principal Amounts (or Certificate Principal Amounts)
      or Percentage Interests. In the case of the purchase by the Master Servicer
      of
      the Lower Tier REMIC 1 Uncertificated Regular Interests pursuant to a Section
      7.01(c) Purchase Event, the LTURI-holder shall be allocated 100% of the Voting
      Interests and upon such purchase any provision in this Agreement which requires
      a vote by, a direction or notice given by, an action taken by, a request in
      writing by or the consent of, any percentage of the Holders of the Certificates
      or any Class of Certificates may be exercised by the LTURI-holder.

     

    
      	
              Section
                1.02

            	
              Calculations
                Respecting Mortgage Loans.

            


    

     

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

     

    
      	
              Section
                1.03

            	
              Calculations
                Respecting Accrued Interest.

            


    

     

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

     

    
      
        
        

      

      
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    ARTICLE
      II

     

    DECLARATION
      OF TRUST;

    ISSUANCE
      OF CERTIFICATES

     

    
      	
              Section
                2.01

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

            


    

     

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

     

    Concurrently
      with the execution of this Agreement, the Swap Agreement and the Interest Rate
      Cap Agreement shall be delivered to the Trustee. In connection therewith, the
      Depositor hereby directs the Trustee (solely in its capacity as such) and the
      Trustee is hereby authorized to execute and deliver the Swap Agreement and
      the
      Interest Rate Cap Agreement (each on behalf of the Supplemental Interest Trust)
      for the benefit of, the Certificateholders. The Seller, the Master Servicer,
      the
      Depositor, the Servicer and the Certificateholders (by their acceptance of
      such
      Certificates) acknowledge and agree that the Trustee is executing and delivering
      the Swap Agreement and the Interest Rate Cap Agreement solely in its capacity
      as
      Trustee of the Supplemental Interest Trust and not in its individual capacity.
      The Depositor hereby authorizes and directs the Trustee to enter into the Swap
      Agreement and the Interest Rate Cap Agreement and authorizes it to represent
      in
      the Swap Agreement that it is not required by any applicable law of any relevant
      jurisdiction to make any deduction or withholding for or on account of any
      tax
      from any Net Swap Payment. Furthermore, the Depositor hereby authorizes the
      Trustee, in its capacity as trustee on behalf of the Supplement Interest Trust
      to perform all of the obligations of the Supplemental Interest Trust under
      the
      Swap Agreement and the Interest Rate Cap Agreement, including to: (x) take
      direction from the Depositor as specified in the Swap Agreement and the Interest
      Rate Cap Agreement, (y) accept any “Firm Offers” as specified in the Swap
      Agreement and the Interest Rate Cap Agreement and (z) authorize the payment
      to
      Lehman Brothers Holding Inc. of the “Floating Rate Payer Upfront Payment”
specified in the Swap Agreement. The Trustee shall have no duty or
      responsibility to enter into any other swap agreement or interest rate cap
      agreement upon the expiration or termination of the Swap Agreement or the
      Interest Rate Cap Agreement other than as provided in Section 5.09(a) and (b),
      respectively.

     

    
      
        
        

      

      
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    Concurrently
      with the execution and delivery of this Agreement, the Depositor does hereby
      assign to the Trustee all of its rights and interest under the Mortgage Loan
      Sale Agreement, including all rights of the Seller under the Servicing
      Agreement, but only to the extent assigned under the Mortgage Loan Sale
      Agreement. The Trustee hereby accepts such assignment, and shall be entitled
      to
      exercise all the rights of the Depositor under the Mortgage Loan Sale Agreement
      as if, for such purpose, it were the Depositor. 

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
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    (ii)
       the
      original of any guarantee executed in connection with the Mortgage Note,
      assigned to the Trustee;

     

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

     

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

     

    (v)
       with
      respect to each Non-MERS Mortgage Loan other than a Cooperative Loan, an
      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
“Citibank, N.A., as Trustee of the BNC Mortgage Loan Trust 2007-3,” without
      recourse;

     

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

     

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

     

    
      
        
        

      

      
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    (viii)
       [reserved];

     

    (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 Custodian) is a true copy and that the original of such document
      has been forwarded to the public recording office;

     

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

     

    (xi)
       with
      respect to any manufactured housing contract, any related manufactured housing
      sales contract, installment loan agreement or participation
      interest.

     

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

     

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

     

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

     

    
      
        
        

      

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

     

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

     

    (f) The
      issuing entity is hereby named BNC Mortgage Loan Trust 2007-3.

     

    
      	
              Section
                2.02

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

            


    

     

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

     

    (b) Within
      45
      days after the Closing Date, the Trustee or the Custodian on behalf of the
      Trustee, will, for the benefit of Holders of the Certificates, 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 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 Custodian on behalf of the Trustee, shall determine
      whether such documents are executed and endorsed, but shall be under no duty
      or
      obligation to inspect, review or examine any such documents, instruments,
      certificates or other papers to determine that the same are valid, binding,
      legally effective, properly endorsed, genuine, enforceable or appropriate for
      the represented purpose or that they have actually been recorded or are in
      recordable form or that they are other than what they purport to be on their
      face. Neither the Trustee nor the Custodian shall have any responsibility for
      verifying the genuineness or the legal effectiveness of or authority for any
      signatures of or on behalf of any party or endorser.

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
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              Section
                2.03

            	
              Representations
                and Warranties of the
                Depositor.

            


    

     

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

     

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

     

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

     

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

     

    (iv)
       this
      Agreement has been duly executed and delivered by the Depositor and, assuming
      due authorization, execution and delivery by the Trustee, the Master Servicer
      and the Credit Risk Manager, 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

     

    
      
        
        

      

      
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    (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) [Reserved].

     

    
      	
              Section
                2.04

            	
              Discovery
                of Breach.

            


    

     

    It
      is
      understood and agreed that the representations and warranties (i) of the
      Depositor set forth in Section 2.03, (ii) of the Seller set forth in the
      Mortgage Loan Sale Agreement and assigned to the Depositor by the Seller under
      the Mortgage Loan Sale Agreement and to the Trustee by the Depositor hereunder
      and (iii) of the Servicer assigned by the Seller to the Depositor pursuant
      to
      the Mortgage Loan Sale Agreement and assigned to the Trustee by the Depositor
      hereunder, shall each survive delivery of the Mortgage Files and the Assignment
      of Mortgage of each Mortgage Loan to the Trustee and shall continue throughout
      the term of this Agreement. Upon discovery by any of the Depositor, the Master
      Servicer or the Trustee of a breach of any of such representations and
      warranties that 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. Within 90 days of the discovery of a breach of
      any
      representation or warranty given to the Trustee by the Depositor or the Seller,
      the Depositor or the Seller, as applicable, shall either (a) cure such breach
      in
      all material respects, (b) repurchase such Mortgage Loan or any property
      acquired in respect thereof from the Trustee at the Purchase Price (or in the
      case of a First Payment Default Mortgage Loan or a Delinquency Default Mortgage
      Loan, the FPD Purchase Price (excluding any FPD Premium)) or (c) within the
      two-year period following the Closing Date, substitute a Qualifying Substitute
      Mortgage Loan for the affected Mortgage Loan. 

     

    
      
        
        

      

      
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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 or by the Seller pursuant to the Mortgage Loan Sale Agreement, the
      principal portion of the funds (including the FPD Purchase Price (excluding
      any
      FPD Premium) in the case of any First Payment Default Mortgage Loan or a
      Delinquency Default Mortgage Loan) received by the Trustee in respect of such
      repurchase of a Mortgage Loan will be considered a Principal Prepayment and
      the
      Purchase Price or FPD Purchase Price (excluding any FPD Premium), as applicable,
      shall be deposited in the Certificate Account. The Master Servicer, the
      Servicer, the related Custodian (or the Trustee in its capacity as successor
      master servicer, if applicable) shall be reimbursed from the Purchase Price
      for
      any Mortgage Loan or related REO Property for any Advances made or other amounts
      advanced with respect to such Mortgage Loan that are reimbursable to the Master
      Servicer or the Servicer under this Agreement or the Servicing Agreement (or
      to
      the Trustee in its capacity as successor master servicer, if applicable),
      together with any accrued and unpaid compensation due to the Master Servicer,
      the Servicer, the Custodian or the Trustee hereunder or thereunder. The Trustee
      (i) upon receipt of the full amount of the Purchase Price for a Deleted Mortgage
      Loan, (ii) upon receipt of a written certification from the Master Servicer
      that
      it has received the full amount of the Purchase Price for a Deleted Mortgage
      Loan and has deposited such amount in the Collection Account or (iii) upon
      receipt of notification from the Custodian that it had received the Mortgage
      File for a Qualifying Substitute Mortgage Loan substituted for a Deleted
      Mortgage Loan (and any applicable Substitution Amount), shall release or cause
      to be released and reassign to the Depositor or the Seller, 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 Servicer and the Trustee shall have no further responsibility with respect
      to the Mortgage File relating to such Deleted Mortgage Loan. The Seller
      indemnifies and holds the Trust Fund, the Master Servicer, the Trustee, the
      Depositor, and NIMS Insurer and each Certificateholder harmless against any
      and
      all taxes, claims, losses, penalties, fines, forfeitures, reasonable legal
      fees
      and related costs, judgments, and any other costs, fees and expenses that the
      Trust Fund, the Trustee, the Master Servicer, the Depositor, any NIMS Insurer
      and any Certificateholder may sustain in connection with any actions of such
      Seller relating to a repurchase of a Mortgage Loan other than in compliance
      with
      the terms of this Section 2.05 and the Mortgage Loan Sale Agreement, to the
      extent that any such action causes an Adverse REMIC Event.

     

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

     

    
      
        
        

      

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

     

    
      	
              Section
                2.06

            	
              Grant
                Clause.

            


    

     

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

     

    
      
        
        

      

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

     

    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 in the Percentage Interests, specified herein. Each Class of
      Book-Entry Certificates shall be issued in the minimum denominations in
      Certificate Principal Amount specified in the Preliminary Statement hereto
      and
      in integral multiples of $1 in excess thereof. Each of the Class R and Class
      LT-R Certificate shall be issued as a single Certificate and maintained in
      definitive, fully registered form in a minimum denomination equal to 100% of
      the
      Percentage Interest of such Class. The Certificates may be issued in the form
      of
      typewritten certificates. 

     

    (b) The
      Certificates shall be executed by manual or facsimile signature on behalf of
      the
      Trustee by an authorized officer. Each Certificate shall, on original issue,
      be
      authenticated by the Trustee upon the order of the Depositor upon receipt by
      the
      Trustee (or the Custodian) of the Mortgage Files described in Section 2.01.
      No
      Certificate shall be entitled to any benefit under this Agreement, or be valid
      for any purpose, unless there appears on such Certificate a certificate of
      authentication substantially in the form provided for herein, executed by an
      authorized officer of the Trustee or the Authenticating Agent, if any, by manual
      signature, and such certification upon any Certificate shall be conclusive
      evidence, and the only evidence, that such Certificate has been duly
      authenticated and delivered hereunder. All Certificates shall be dated the
      date
      of their authentication. At any time and from time to time after the execution
      and delivery of this Agreement, the Depositor may deliver Certificates executed
      by 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.

     

    
      
        
        

      

      
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    (c) The
      Class
      B1,
      Class B2,
      Class X
      and Class P Certificates offered and sold in reliance on the exemption from
      registration under Rule 144A under the Securities Act shall be issued initially
      in the form of one or more permanent global Certificates in definitive, fully
      registered form without interest coupons with the applicable legends set forth
      in Exhibit A added to the forms of such Certificates (each, a “Restricted Global
      Security”), which shall be deposited on behalf of the subscribers for such
      Certificates represented thereby with the Trustee, as custodian for The
      Depository Trust Company (“DTC”) and registered in the name of a nominee of DTC,
      duly executed and authenticated by the Trustee as hereinafter provided. The
      aggregate principal amounts of the Restricted Global Securities may from time
      to
      time be increased or decreased by adjustments made on the records of the Trustee
      or DTC or its nominee, as the case may be, as hereinafter provided.

     

    (d) The
      Class
      B1, Class B2, Class X and Class P Certificates sold in offshore transactions
      in
      reliance on Regulation S shall be issued initially in the form of one or more
      permanent global Certificates in definitive, fully registered form without
      interest coupons with the applicable legends set forth in Exhibit A hereto
      added
      to the forms of such Certificates (each, a “Regulation S Global Security”),
      which shall be deposited on behalf of the subscribers for such Certificates
      represented thereby with the Trustee, as custodian for DTC and registered in
      the
      name of a nominee of DTC, duly executed and authenticated by the Trustee as
      hereinafter provided. The aggregate principal amounts of the Regulation S Global
      Securities may from time to time be increased or decreased by adjustments made
      on the records of the Trustee or DTC or its nominee, as the case may be, as
      hereinafter provided.

     

    (e) The
      Class
      B1 and Class B2 Certificates sold to an “accredited investor” under Rule
      501(a)(1), (2), (3) or (7) under the Securities Act shall be issued initially
      in
      the form of one or more Definitive Certificates.

     

    
      	
              Section
                3.02

            	
              Registration.

            


    

     

    The
      Trustee is hereby appointed, and hereby accepts its appointment as, Certificate
      Registrar in respect of the Certificates (and, after a Section 7.01(c) Purchase
      Event, the Lower Tier REMIC 1 Uncertificated Regular Interests) and shall
      maintain books for the registration and for the transfer of Certificates (and,
      after a Section 7.01(c) Purchase Event, the Lower Tier REMIC 1 Uncertificated
      Regular Interests) (the “Certificate Register”). The Trustee may appoint a bank
      or trust company to act as Certificate Registrar. A registration book shall
      be
      maintained for the Certificates (and Lower Tier REMIC 1 Uncertificated Regular
      Interests, as the case may be) 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, any NIMS Insurer
      and
      the Master Servicer, any bank or trust company to act as co-registrar under
      such
      conditions as the Certificate Registrar may prescribe; provided,
      however,
      that the
      Certificate Registrar shall not be relieved of any of its duties or
      responsibilities hereunder by reason of such appointment.

     

    
      
        
        

      

      
        73

        
          

        

      

      
        
        

      

    

     

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

     

    
      	
              Section
                3.03

            	
              Transfer
                and Exchange of Certificates.

            


    

     

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

     

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

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        75

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

    
      
        
        

      

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

     

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

     

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

     

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

     

    
      
        
        

      

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

     

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

     

    (h) Notwithstanding
      any provision to the contrary herein, so long as a Global Security representing
      any Class B1, Class B2, Class X or Class P Certificate remains outstanding
      and
      is held by or on behalf of DTC, transfers of a Global Security representing
      any
      such Certificates, in whole or in part, shall only be made in accordance with
      Section 3.01 and this Section 3.03(h).

     

    (A) Subject
      to clauses (B) and (C) of this Section 3.03(h), transfers of a Global Security
      representing any Class B1, Class B2, Class X or Class P Certificate shall be
      limited to transfers of such Global Security, in whole or in part, to nominees
      of DTC or to a successor of DTC or such successor’s nominee.

     

    
      
        
        

      

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

     

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

     

    
      
        
        

      

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

     

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

     

    
      	
              Section
                3.04

            	
              Cancellation
                of Certificates.

            


    

     

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

     

    
      	
              Section
                3.05

            	
              Replacement
                of Certificates.

            


    

     

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

     

    
      
        
        

      

      
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              Section
                3.06

            	
              Persons
                Deemed Owners.

            


    

     

    Subject
      to the provisions of Section 3.09 with respect to Book-Entry Certificates,
      the
      Depositor, the Master Servicer, the Trustee, the Certificate Registrar, any
      NIMS
      Insurer and any agent of any of them may treat the Person in whose name any
      Certificate is registered upon the books of the Certificate Registrar as the
      owner of such Certificate for the purpose of receiving distributions pursuant
      to
      Sections 5.01 and 5.02 and for all other purposes whatsoever, and none of the
      Depositor, the Master Servicer, the Trustee, the Certificate Registrar, any
      NIMS
      Insurer or any agent of any of them shall be affected by notice to the
      contrary.

     

    
      	
              Section
                3.07

            	
              Temporary
                Certificates.

            


    

     

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

     

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

     

    
      	
              Section
                3.08

            	
              Appointment
                of Paying Agent.

            


    

     

    (a) The
      Trustee, subject to the consent of the NIMS Insurer, may appoint a Paying Agent
      (which may be the Trustee) for the purpose of making distributions to
      Certificateholders hereunder. The Trustee shall cause such Paying Agent (if
      other than the Trustee) to execute and deliver to the Trustee an instrument
      in
      which such Paying Agent shall agree with the Trustee that such Paying Agent
      will
      hold all sums held by it for the payment to Certificateholders in an Eligible
      Account in trust for the benefit of the Certificateholders entitled thereto
      until such sums shall be paid to the Certificateholders. All funds remitted
      by
      the Trustee to any such Paying Agent for the purpose of making distributions
      shall be paid to Certificateholders on each Distribution Date and any amounts
      not so paid shall be returned on such Distribution Date to the Trustee. If
      the
      Paying Agent is not the Trustee, the Trustee shall cause to be remitted to
      the
      Paying Agent on or before the Business Day prior to each Distribution Date,
      by
      wire transfer in immediately available funds, the funds to be distributed on
      such Distribution Date. Any Paying Agent shall be either a bank or trust company
      or otherwise authorized under law to exercise corporate trust powers. As of
      the
      Closing Date, the Trustee shall be the Paying Agent.

     

    
      
        
        

      

      
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    (b) At
      any
      time during the period that a Form 10-K is being filed with respect to the
      Trust
      Fund in accordance with the Exchange Act and the rules and regulations of the
      Commission, the Trustee shall not appoint a Paying Agent that is not the Trustee
      unless that Paying Agent first agrees in writing with the Trustee (i) to deliver
      an assessment of compliance and an accountant’s attestation in such manner and
      at such times in compliance with Section 6.01(l) and (m) of this Agreement,
      (ii)
      to comply with the provisions of Section 6.01(n), 6.01(o), 6.20(e)(i) and
      6.20(e)(iii) of this Agreement and (iii) to indemnify the Depositor, the NIMS
      Insurer and the Master Servicer, and their respective directors, officers,
      employees and agents and the Trust Fund and hold each of them harmless as set
      forth in 6.01(p).

     

    
      	
              Section
                3.09

            	
              Book-Entry
                Certificates.

            


    

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

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

     

    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 BNC Mortgage Loan Trust 2007-3 Mortgage Pass-Through Certificates, Series
      2007-3.” The Collection Account shall relate solely to the Certificates and to
      the Lower Tier REMIC 1 Uncertificated Regular Interests issued by the Trust
      Fund
      hereunder, and funds in such Collection Account shall not be commingled with
      any
      other monies.

     

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

     

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

     

    
      
        
        

      

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

     

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

     

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

     

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

     

    (iv)
       all
      Insurance Proceeds;

     

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

     

    (vi)
       any
      Seller Remittance Amounts remitted by the Servicer;

     

    (vii)
       all
      amounts paid by the Servicer with respect to Net Simple Interest Shortfalls
      and
      Prepayment Interest Shortfalls; and 

     

    
      
        
        

      

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

     

    The
      Master Servicer shall also deposit from its own funds into the Collection
      Account (to the extent not already received from the Servicer), without right
      of
      reimbursement, except from Net Simple Interest Excess, an amount equal to any
      Net Simple Interest Shortfall (to the extent not offset by Net Simple Interest
      Excess) for the related Collection Period.

     

    (e) Funds
      in
      the Collection Account may be invested in Eligible Investments selected by
      and
      at the written direction of the Master Servicer, which shall mature not later
      than one Business Day prior to the Master Servicer Remittance Date (except
      that
      if such Eligible Investment is an obligation of the Trustee, then such Eligible
      Investment shall mature not later than such applicable Master Servicer
      Remittance Date) and any such Eligible Investment shall not be sold or disposed
      of prior to its maturity. All such Eligible Investments shall be made in the
      name of the Master Servicer in trust for the benefit of the Trustee and Holders
      of the BNC Mortgage Loan Trust 2007-3 Mortgage Pass-Through Certificates, Series
      2007-3. All income and gain realized from any Eligible Investment shall be
      for
      the benefit of the Master Servicer and shall be subject to its withdrawal or
      order from time to time, subject to Section 5.05 hereof, and shall not be part
      of the Trust Fund. The amount of any losses incurred in respect of any such
      investments shall be deposited in such Collection Account by the Master Servicer
      out of its own funds, without any right of reimbursement therefor, immediately
      as realized. The foregoing requirements for deposit in the Collection Account
      are exclusive, it being understood and agreed that, without limiting the
      generality of the foregoing, payments of interest on funds in the Collection
      Account and payments in the nature of late payment charges, assumption fees
      and
      other incidental fees and charges relating to the Mortgage Loans (other than
      Prepayment Premiums) need not be deposited by the Master Servicer in the
      Collection Account and may be retained by the Master Servicer or the Servicer
      as
      additional servicing compensation. If the Master Servicer deposits in the
      Collection Account any amount not required to be deposited therein, it may
      at
      any time withdraw such amount from such Collection Account. 

     

    
      	
              Section
                4.02

            	
              Application
                of Funds in the Collection
                Account.

            


    

     

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

     

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

     

    
      
        
        

      

      
        85

        
          

        

      

      
        
        

      

    

     

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

     

    (iii)
       to
      reimburse itself or the Servicer from Liquidation Proceeds for Liquidation
      Expenses and for amounts expended by it pursuant to Section 9.22(c) or the
      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
      Servicing Fee Rate for such Mortgage Loan to the Due Date next succeeding the
      date of its receipt of such Liquidation Proceeds, to pay to itself out of such
      excess the amount of any unpaid assumption fees, late payment charges or other
      Mortgagor charges on the related Mortgage Loan and to retain any excess
      remaining thereafter as additional servicing compensation, it being understood,
      in the case of any such reimbursement or payment, that such Master Servicer’s or
      Servicer’s right thereto shall be prior to the rights of the
      Certificateholders;

     

    (iv)
       to
      the
      extent of any previous Advances made by the Master Servicer with respect to
      Simple Interest Mortgage Loans, to pay itself an amount equal to Net Simple
      Interest Excess for the related Collection Period to the extent not offset
      by
      Net Simple Interest Shortfalls;

     

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

     

    (vi)
       to
      pay to
      the Seller any Seller Remittance Amount;

     

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

     

    (viii)
       [Reserved];

     

    
      
        
        

      

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

     

    (x)
       to
      make
      payments to the Trustee for deposit into the Certificate Account in the amounts
      and in the manner provided herein;

     

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

     

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

     

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

     

    (xiv)
       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 or other successor master servicer
      thereto shall be prior to the rights of the Certificateholders; and

     

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

     

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

     

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

     

    
      	
              Section
                4.03

            	
              Reports
                to Certificateholders.

            


    

     

    (a) On
      each
      Distribution Date, the Trustee shall have prepared (based solely on information
      provided by the Master Servicer, the Cap Counterparty and the Swap Counterparty)
      and shall make available to the Paying Agent, any NIMS Insurer, the Swap
      Counterparty, the Credit Risk Manager, the Seller and each Certificateholder
      a
      report (the “Distribution Date Statement”) setting forth the following
      information (on the basis of Mortgage Loan level information obtained from
      the
      Master Servicer):

     

    
      
        
        

      

      
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    (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 Liquidation Proceeds and Insurance
      Proceeds, stating separately the amount attributable to scheduled principal
      payments and unscheduled payments in the nature of principal;

     

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

     

    (iii)
       the
      amount, if any, of any distribution to the Holders of the Class P Certificate,
      the Class X Certificates, the Class LT-R Certificates, and the Residual
      Certificate;

     

    (iv)
       (A) the
      aggregate amount of any Advances required to be made as of the end of the month
      immediately preceding the month in which the Distribution Date occurs by or
      on
      behalf of the Servicer (or the Master Servicer) with respect to such
      Distribution Date, (B) the aggregate amount of such Advances actually made,
      and (C) the amount, if any, by which (A) above exceeds (B)
      above;

     

    (v)
       by
      Mortgage Pool and in the aggregate, the total number of Mortgage Loans, the
      aggregate Scheduled Principal Balance of all the Mortgage Loans as of the close
      of business on the last day of the related Collection Period, after giving
      effect to payments allocated to principal reported under clause (i) above
      (including any prepayments received during the related Prepayment
      Period);

     

    (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, separately identifying any reduction of any
      of
      the foregoing Certificate Principal Amounts due to Applied Loss
      Amounts;

     

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

     

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

     

    (ix)
       the
      amount of the Servicing Fees and Credit Risk Manager’s Fees paid during the
      Collection Period to which such distribution relates;

     

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

     

    
      
        
        

      

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

     

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

     

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

     

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

     

    (xv)
       with
      respect to each Mortgage Pool, the Interest Remittance Amount and the Principal
      Remittance Amount applicable to such Distribution Date;

     

    (xvi)
       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);


     

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

     

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

     

    (xix)
       the
      level
      of LIBOR and the Certificate Interest Rate of the LIBOR Certificates for such
      Distribution Date; 

     

    (xx)
       the
      amount of any payments made by the Cap Counterparty to the Supplemental Interest
      Trust pursuant to Section 5.07(e); 

     

    (xxi)
       the
      amount of any Net Swap Payment to the Supplemental Interest Trust made pursuant
      to Section 5.07, any Net Swap Payment to the Swap Counterparty made pursuant
      to
      Section 5.07, any Swap Termination Payment to the Supplemental Interest Trust
      made pursuant to Section 5.07 and any Swap Termination Payment to the Swap
      Counterparty made pursuant to Section 5.07;

     

    
      
        
        

      

      
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    (xxii)
       whether
      a
      Trigger Event is in effect for such Distribution Date; and

     

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

     

    In
      addition to the information listed above, for every year in which the Depositor
      is subject to Exchange Act reporting with respect to the Certificates, such
      Distribution Date Statement shall also include such other information as is
      required by 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, the Custodian, the Swap
      Counterparty, the Cap Counterparty or any Subservicer or Subcontractor therefor,
      as applicable, no later than four Business Days prior to the Distribution
      Date.

     

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

     

    On
      any
      Distribution Date after the occurrence of a Section 7.01(c) Purchase Event,
      the
      information required by subclauses (i), (iii), (iv), (v), (vii), (viii), (ix),
      (x), (xi), (xii), (xv), (xvii), (xix), (xx) and (xxi) shall be made available
      to
      the NIMS Insurer, the Swap Counterparty, the Cap Counterparty, the Credit Risk
      Manager, the Seller, the holder of the Class LT-R Certificate and the
      LTURI-holder with regard to the Lower Tier REMIC 1 Uncertificated Regular
      Interests in lieu of the Certificates.

     

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

     

    The
      foregoing information and reports shall be prepared and determined by the
      Trustee based solely
      on
      Mortgage Loan data provided to the Trustee by the Master Servicer (in a format
      agreed to by the Trustee and the Master Servicer) no later than 2:00 p.m. New
      York Time four Business Days prior to the Distribution Date
      (or such
      other time period set forth in Section 9.23(b)), and on the information provided
      to the Trustee by the Swap Counterparty and the Cap Counterparty.
      In
      preparing or furnishing the foregoing information to the Certificateholders
      and
      any NIMS Insurer, the Trustee shall be entitled to rely conclusively on the
      accuracy and completeness of
      the
      information or data (i) regarding the Mortgage Loans (including any First
      Payment Default Mortgage Loan or Delinquency Default Mortgage Loan) and the
      related REO Property, that has been provided to the Trustee by the Master
      Servicer based upon information received by the Master Servicer from the
      Servicer, (ii) regarding the Swap Agreement, that has been provided to the
      Trustee by the Swap Counterparty and (iii) regarding the Interest Rate Cap
      Agreement, that has been provided to the Trustee by the Cap Counterparty, and
      the Trustee shall not be obligated to verify, recompute, reconcile or
      recalculate any such information or data. The Master Servicer shall be entitled
      to conclusively rely on the Mortgage Loan data provided by the Servicer and
      shall have no liability for any errors or omissions in such Mortgage Loan data.
      The Trustee shall be entitled to conclusively rely on the Mortgage Loan data
      provided by the Master Servicer and shall have no liability for any errors
      or
      omissions
      in such
      Mortgage Loan data. Concurrently with the distribution by the Master Servicer
      of
      the Mortgage Loan data to the Trustee, the Master Servicer shall also provide
      a
      copy of such Mortgage Loan data to the Credit Risk Manager no later than 2:00
      p.m. Eastern Time four Business Days prior to the Distribution
      Date.

     

    
      
        
        

      

      
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    (b) Upon
      the
      reasonable advance written request of any NIMS Insurer or any Certificateholder
      that is a savings and loan, bank or insurance company, which request, if
      received by the Trustee, shall be promptly forwarded to the Master Servicer,
      the
      Master Servicer shall provide, or cause to be provided (or, to the extent that
      such information or documentation is not required to be provided by the Servicer
      under the Servicing Agreement, shall use reasonable efforts to obtain such
      information and documentation from the Servicer, and provide) to any NIMS
      Insurer and such Certificateholder such reports and access to information and
      documentation regarding the Mortgage Loans as any NIMS Insurer or 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 an investment in the Certificates;
provided,
      however,
      that the
      Master Servicer shall be entitled to be reimbursed by such Certificateholder
      or
      the NIMS Insurer for the actual expenses incurred in providing such reports
      and
      access.

     

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

     

    
      
        
        

      

      
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    (d) The
      Trustee shall furnish, to the extent reasonably available, 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, to the extent
      reasonably available, such information as is necessary for the Trustee to
      prepare such reports (and the Trustee may rely solely upon such
      information).

     

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

     

    
      	
              Section
                4.04

            	
              Certificate
                Account.

            


    

     

    (a) The
      Trustee shall establish and maintain in its name, as trustee, a trust account
      (the “Certificate Account”) entitled “Certificate Account, Citibank, N.A., as
      Trustee, in trust for the benefit of the Holders of BNC Mortgage Loan Trust
      2007-3 Mortgage Pass-Through Certificates, Series 2007-3” until disbursed
      pursuant to the terms of this Agreement. The Certificate Account shall be an
      Eligible Account and shall be for the benefit of the Certificateholders, subject
      to the rights of the Trustee set forth herein. 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 ten Business Days and
      transfer all funds and investment property on deposit in such existing
      Certificate Account into such new Certificate Account. The Certificate Account
      shall relate solely to the Certificates and the Lower Tier REMIC 1
      Uncertificated Regular Interests issued hereunder and funds in the Certificate
      Account shall be held separate and apart from and shall not be commingled with
      any other monies including, without limitation, other monies of the Trustee
      held
      under this Agreement.

     

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

     

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

     

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

     

    (iii)
       to
      make
      payments of any investment income or earnings on the Certificate Account (A)
      first, to the Master Servicer for amounts relating to the Master Servicer
      Investment Period, (B) second, to Deutsche Bank National Trust Company in its
      capacity as Custodian, in payment of its Custodial Compensation, if due and
      (C)
      then any remaining amounts of investment income or earnings to itself, all
      in
      accordance with Section 4.04(c);

     

    
      
        
        

      

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

     

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

     

    (c) Funds
      in
      the Certificate Account may be invested by the Trustee in Eligible Investments
      (which may be obligations of the Trustee or its affiliates); provided, however,
      that amounts on deposit in the Certificate Account for the one Business Day
      from
      and including the Master Servicer Remittance Date to but excluding the next
      Business Day (the “Master Servicer Investment Period”) shall be invested by the
      Trustee in accordance with the written directions provided by the Master
      Servicer in Eligible Investments which mature on the next Business Day. In
      the
      absence of such investment direction from the Master Servicer, funds in the
      Certificate Account shall remain uninvested during the Master Servicer
      Investment Period. Funds in the Certificate Account may be invested by the
      Trustee, other than during the Master Servicer Investment Period, so long as
      all
      such investments are payable on demand or mature no later than one Business
      Day
      prior to the related Distribution Date (unless such investments are obligations
      of the Trustee, in which case such investments may mature on the related
      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 for each Distribution Date shall be compensation (1) first,
      to
      the Master Servicer in respect of income or gain realized for the Master
      Servicer Investment Period, (2) second, to Deutsche Bank National Trust Company
      in its capacity as Custodian, in payment of its Custodial Compensation, if
      due,
      and (3) to the Trustee, any income and gain remaining. Subject to the priorities
      in the preceding sentence, all income and gain realized from any such investment
      for each Distribution Date shall be subject to withdrawal by the Trustee from
      time to time. The amount of any losses incurred in respect of any such
      investments shall be paid by the Trustee (or the Master Servicer if such losses
      are incurred in respect of any investments selected by the Master Servicer
      for
      the Master Servicer Investment Period under the proviso to the first sentence
      of
      this Section 4.04(c)) for deposit in the Certificate Account out of its own
      funds, without any right of reimbursement therefor, immediately as realized.
      All
      income and gain realized from any Eligible Investment during the Master Servicer
      Investment Period shall be for the benefit of the Master Servicer, as additional
      compensation, and the Trustee shall remit to the Master Servicer such amounts
      no
      later than on the second Business Day following the day on which such income
      or
      gain on investment is received by the Trustee.

     

    
      
        
        

      

      
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              Section
                4.05

            	
              [Reserved].

            


    

     

    ARTICLE
      V

     

    DISTRIBUTIONS
      TO HOLDERS OF CERTIFICATES

     

    
      	
              Section
                5.01

            	
              Distributions
                Generally.

            


    

     

    (a) Subject
      to Section 7.01 respecting the final distribution on the Certificates or Lower
      Tier REMIC 1 Uncertificated Regular Interests, on each Distribution Date the
      Trustee or the Paying Agent shall make allocations and/or distributions in
      accordance with the Preliminary Statement and this Article V and based solely
      on
      the reports for such Distribution Date provided to it by the Master Servicer
      pursuant to Section 4.03(a) and on the information provided to it by the Swap
      Counterparty and the Cap Counterparty. 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.

     

    (b) The
      final
      distribution in respect of any Certificate shall be made only upon presentation
      and surrender of such Certificate at the Corporate Trust Office; provided,
      however,
      that
      the foregoing provisions shall not apply to any Class of Certificates as long
      as
      such Certificate remains a Book-Entry Certificate in which case all payments
      made shall be made through the Clearing Agency and its Clearing Agency
      Participants. Notwithstanding such final payment of principal of any of the
      Certificates, each Residual Certificate will remain outstanding until the
      termination of each REMIC and the payment in full of all other amounts due
      with
      respect to the Residual Certificates and at such time such final payment in
      retirement of any Residual Certificate will be made only upon presentation
      and
      surrender of such Certificate at the Corporate Trust Office. If any payment
      required to be made on the Certificates or Lower Tier REMIC 1 Uncertificated
      Regular Interests is to be made on a day that is not a Business Day, then such
      payment will be made on the next succeeding Business Day. 

     

    (c) 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
      Class Principal Amounts (or Percentage Interests).

     

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

     

    
      
        
        

      

      
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              Section
                5.02

            	
              Distributions
                from the Certificate Account.

            


    

     

    (a) On
      each
      Distribution Date on or prior to a Section 7.01(c) Purchase Event or a Trust
      Fund Termination Event, the Trustee (or the Paying Agent on behalf of the
      Trustee) shall withdraw from the Certificate Account the Total Distribution
      Amount (to the extent such amount is on deposit in the Certificate Account),
      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 created
      pursuant to this Agreement and shall distribute such amount as specified in
      subparagraphs (b) through (i) of this Section 5.02; provided,
      that
      amounts that are available for payment to the Swap Counterparty shall be paid
      on
      the related Swap Payment Date. On each Distribution Date after a Section 7.01(c)
      Purchase Event but on or prior to a Trust Fund Termination Event, the Trustee
      (or the Paying Agent acting on behalf of the Trustee) shall withdraw from the
      Certificate Account the Total Distribution Amount (to the extent such amount
      is
      on deposit in the Certificate Account), and amounts that are available for
      payment to the Swap Counterparty, and shall allocate such amount to the
      interests issued in respect of REMIC 1 created pursuant to this Agreement and
      shall distribute such amount as specified in subparagraphs (j) through (l)
      of
      this Section; provided,
      that
      amounts that are available for payment to the Swap Counterparty shall be paid
      on
      the related Swap Payment Date.

     

    (b) On
      each
      Distribution Date (or, with respect to clauses (i) and (ii) below, on the
      related Swap Payment Date), the Trustee shall distribute the Interest Remittance
      Amount for Pool 1 and for such date in the following order of
      priority:

     

    (i)
       for
      deposit into the Swap Account, an amount equal to the lesser of (x) the product
      of (A) the amount of any Net Swap Payment or Swap Termination Payment (not
      due
      to a Swap Counterparty Trigger Event) owed to the Swap Counterparty on the
      related Swap Payment Date and (B) the Pool Percentage for Pool 1 for such
      Distribution Date and (y) the Interest Remittance Amount for Pool 1 for such
      Distribution Date;

     

    (ii)
       for
      deposit into the Swap Account, the amount of any Net Swap Payment or Swap
      Termination Payment (not due to a Swap Counterparty Trigger Event) owed to
      the
      Swap Counterparty on the related Swap Payment Date (after giving effect to
      distributions made pursuant to subsection 5.02(b)(i) above and subsection
      5.02(c)(i) below) for such Distribution Date;

     

    (iii)
       to
      the
      Group 1 Senior Certificates, Current Interest and any Carryforward Interest
      for
      such Class for such Distribution Date; and

     

    (iv)
       for
      application pursuant to Section 5.02(d) below, any Interest Remittance Amount
      for Pool 1 remaining undistributed after application pursuant to clause (i)
      through (iii) of this Section 5.02(b) for such Distribution Date.

     

    (c) On
      each
      Distribution Date (or with respect to clauses (i) and (ii) below, on the related
      Swap Payment Date), the Trustee shall distribute the Interest Remittance Amount
      for Pool 2 for such date in the following order of priority: 

     

    (i)
       for
      deposit into the Swap Account, an amount equal to the lesser of (x) the product
      of (A) the amount of any Net Swap Payment or Swap Termination Payment (not
      due
      to a Swap Counterparty Trigger Event) owed to the Swap Counterparty on the
      related Swap Payment Date and (B) the Pool Percentage for Pool 2 for such
      Distribution Date and (y) the Interest Remittance Amount for Pool 2 for such
      Distribution Date;

     

    
      
        
        

      

      
        95

        
          

        

      

      
        
        

      

    

     

    (ii)
       for
      deposit into the Swap Account, the amount of any Net Swap Payment or Swap
      Termination Payment (not due to a Swap Counterparty Trigger Event) owed to
      the
      Swap Counterparty on the related Swap Payment Date (after giving effect to
      distributions made pursuant to subsections 5.02(b)(i) and 5.02(c)(i) above)
      for
      such Distribution Date;

     

    (iii)
       concurrently,
      on a pro
      rata
      basis,
      to each Class of the Group 2 Senior Certificates, Current Interest and any
      Carryforward Interest for each such Class and such Distribution Date;
provided,
      however,
      that
      any shortfall in Current Interest and Carryforward Interest shall be allocated
      among such Classes in proportion to the amount of
      Current Interest and Carryforward Interest that would otherwise be distributable
      thereon; and 

     

    (iv)
       for
      application pursuant to Section 5.02(d) below, any Interest Remittance Amount
      for Pool 2 remaining undistributed after application pursuant to clauses (i)
      through (iii) of this Section 5.02(c) for such Distribution Date.

     

    (d) On
      each
      Distribution Date, the Trustee shall distribute the aggregate of any remaining
      Interest Remittance Amounts from subsections 5.02(b)(iv) and 5.02(c)(iv) above
      in the following order of priority: 

     

    (i)
       concurrently, on
      a
      pro
      rata basis,
      to
      each Class of Senior Certificates, Current Interest and any Carryforward
      Interest (taking into account distributions pursuant to subsections 5.02(b)(iii)
      and 5.02(c)(iii) above) for each such Class and such Distribution Date;
provided,
      however,
      that
      any shortfall in Current Interest and Carryforward Interest shall be allocated
      among such Classes in proportion to the amount of Current Interest and
      Carryforward Interest that would otherwise be distributable
      thereon;

     

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

     

    (iii)
       to
      the
      Credit Risk Manager, the Credit Risk Manager’s Fee;

     

    (iv)
       to
      the
      Trustee, any amounts reimbursable pursuant to Section 4.04(b)(i) and not
      previously reimbursed to the Trustee; and

     

    (v)
       for
      application as part of Monthly Excess Cashflow for such Distribution Date,
      as
      provided in subsection (f) of this Section, any Interest Remittance Amount
      remaining undistributed for such Distribution Date.

     

    
      
        
        

      

      
        96

        
          

        

      

      
        
        

      

    

     

    (e) On
      each
      Distribution Date or related Swap Payment Date, as applicable, the Trustee
      shall
      distribute the Principal Distribution Amount with respect to each Mortgage
      Pool
      for such date as follows:

     

    (i)
       On
      each
      Distribution Date (or, with respect to clauses (A)(1), (A)(2), (B)(1) and (B)(2)
      below of this Section 5.02(e), on the related Swap Payment Date) (a) prior
      to
      the Stepdown Date or (b) with respect to which a Trigger Event is in effect,
      until the aggregate Certificate Principal Amount of the LIBOR Certificates
      equals the Target Amount for such Distribution Date, the Trustee shall make
      the
      following distributions, concurrently: 

     

    (A) For
      Pool 1:
      The
      Principal Distribution Amount for Pool 1 will be distributed in the following
      order of priority:

     

    (1) for
      deposit into the Swap Account, an amount equal to the lesser of (x) the product
      of (A) the amount of any Net Swap Payment or Swap Termination Payment (not
      due
      to a Swap Counterparty Trigger Event) owed to the Swap Counterparty on the
      related Swap Payment Date (to the extent not paid previously or from the
      Interest Remittance Amount for such Distribution Date) and (B) the Pool
      Percentage for Pool 1 for such Distribution Date and (y) the Principal
      Remittance Amount for Pool 1 for such Distribution Date;

     

    (2) for
      deposit into the Swap Account, the amount of any Net Swap Payment or Swap
      Termination Payment (not due to a Swap Counterparty Trigger Event) owed to
      the
      Swap Counterparty on the related Swap Payment Date (after giving effect to
      distributions made pursuant to subsections 5.02(e)(i)(A)(1) above and
      5.02(e)(i)(B)(1) below, and to the extent not paid previously or from the
      Interest Remittance Amount for such Distribution Date);

     

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

     

    (4) for
      application pursuant to subsection 5.02(e)(ii) below, any such Principal
      Distribution Amount for Pool 1 remaining undistributed for such Distribution
      Date.

     

    (B) For
      Pool 2:
      The
      Principal Distribution Amount for Pool 2 will be distributed in the following
      order of priority: 

     

    (1) for
      deposit into the Swap Account, an amount equal to the lesser of (x) the product
      of (A) the amount of any Net Swap Payment or Swap Termination Payment (not
      due
      to a Swap Counterparty Trigger Event) owed to the Swap Counterparty on the
      related Swap Payment Date (to the extent not paid previously or from the
      Interest Remittance Amount for such Distribution Date) and (B) the Pool
      Percentage for Pool 2 for such Distribution Date and (y) the Principal
      Remittance Amount for Pool 2 for such Distribution Date;

     

    
      
        
        

      

      
        97

        
          

        

      

      
        
        

      

    

     

    (2) for
      deposit into the Swap Account, the amount of any Net Swap Payment or Swap
      Termination Payment (not due to a Swap Counterparty Trigger Event) owed to
      the
      Swap Counterparty on the related Swap Payment Date (after giving effect to
      distributions made pursuant to subsections 5.02(e)(i)(A)(1) and 5.02(e)(i)(B)(1)
      above, and to the extent not paid previously or from the Interest Remittance
      Amount for such Distribution Date);

     

    (3) sequentially
      to the Class A2, Class A3, Class A4 and Class A5 Certificates, in that order,
      until the Class Principal Amount of each such Class has been reduced to zero;
      and

     

    (4) for
      application pursuant to subsection 5.02(e)(ii) below, any such Principal
      Distribution Amount for Pool 2 remaining undistributed for such Distribution
      Date.

     

    (ii) On
      each
      Distribution Date, the Trustee shall distribute the aggregate of any remaining
      Principal Distribution Amounts from subsections 5.02(e)(i)(A)(4) and
      5.02(e)(i)(B)(4) above, in the following order of priority: 

     

    (A) concurrently,
      on a pro
      rata
      basis,
      in proportion to the aggregate Class Principal Amount of the Group 1 Senior
      Certificates and the Group 2 Senior Certificates related to each such Group,
      after giving effect to principal distributions on such Distribution Date
      pursuant to subsections 5.02(e)(i)(A)(3) and 5.02(e)(i)(B)(3) above, to the
      Group 1 Senior Certificates and the Group 2 Senior Certificates, in each case
      in
      accordance with the Related Senior Priority, until the Class Principal Amount
      of
      each such Class has been reduced to zero; 

     

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

     

    (C) for
      application as part of Monthly Excess Cashflow for such Distribution Date,
      as
      provided in subsection (f) of
      this
      Section, any Principal Distribution Amount remaining after application pursuant
      to clauses (A) and (B) of this Section 5.02(e)(ii).

     

    Any
      Principal Distribution Amount remaining on any Distribution Date after the
      Target Amount is achieved will be applied as part of Monthly Excess Cashflow
      for
      such Distribution Date as provided in subsection (f) of this
      Section.

     

    (iii)
       On
      each
      Distribution Date (or, with respect to clauses (A) and (B) below, on the related
      Swap Payment Date) (a) on or after the Stepdown Date and (b) with respect to
      which a Trigger Event is not in effect, the Principal Distribution Amount for
      each Mortgage Pool for such date will be distributed in the following order
      of
      priority:

     

    
      
        
        

      

      
        98

        
          

        

      

      
        
        

      

    

     

    (A) for
      deposit into the Swap Account, an amount equal to the lesser of (x) the product
      of (1) the amount of any Net Swap Payment or Swap Termination Payment (not
      due
      to a Swap Counterparty Trigger Event) owed to the Swap Counterparty on the
      related Swap Payment Date (to the extent not paid previously or from the
      Interest Remittance Amount for such Distribution Date) and (2) the Pool
      Percentage for the related Mortgage Pool for such Distribution Date and (y)
      the
      Principal Remittance Amount for such Mortgage Pool for such Distribution
      Date;

     

    (B) for
      deposit into the Swap Account, the amount of any Net Swap Payment or Swap
      Termination Payment (not due to a Swap Counterparty Trigger Event) owed to
      the
      Swap Counterparty on the related Swap Payment Date (after giving effect to
      distributions made pursuant to subsection 5.02(e)(iii)(A) above, and to the
      extent not paid previously or from the Interest Remittance Amounts from both
      Mortgage Pools for such Distribution Date), to be paid concurrently and in
      proportion to the related Principal Distribution Amounts available with respect
      to each Mortgage Pool for such Distribution Date);

     

    (C) (1)
      so
      long as any of the Subordinate Certificates are outstanding, to the Group 1
      Senior Certificates in accordance with the Related Senior Priority (from amounts
      generated by Pool 1, except as provided below) and to the Group 2 Senior
      Certificates in accordance with the Related Senior Priority (from amounts
      generated by Pool 2, except as provided below) in each case, an amount equal
      to
      the lesser of (x) the excess of (a) the Principal Distribution Amount for the
      related Mortgage Pool for such Distribution Date over (b) the amount paid to
      the
      Supplemental Interest Trust for deposit into the Swap Account on the related
      Swap Payment Date pursuant to clauses (A) and (B) above and (y) the Related
      Senior Principal Distribution Amount for such Mortgage Pool for such
      Distribution Date, in each case, until the Class Principal Amount of each such
      Class has been reduced to zero; provided,
      however,
      to the
      extent that the Principal Distribution Amount for a Mortgage Pool exceeds the
      Related Senior Principal Distribution Amount for such Mortgage Pool, such excess
      shall be applied to the Senior Certificates related to the other Mortgage Pool
      (in accordance with the Related Senior Priority), but in an amount not to exceed
      the Senior Principal Distribution Amount for such Distribution Date (as reduced
      by any distributions pursuant to subclauses (x) or (y) of this clause (1) on
      such Distribution Date); or (2) if none of the Subordinate Certificates are
      outstanding, to the Group 1 Senior Certificates and the Group 2 Senior
      Certificates (in each case in accordance with the Related Senior Priority),
      the
      excess of (A) the Principal Distribution Amount for the related Mortgage Pool
      for such Distribution Date over (B) the amount paid to the Supplemental Interest
      Trust for deposit into the Swap Account for the related Mortgage Pool on the
      related Swap Payment Date pursuant to clauses (A) and (B) above, in each case
      until the Class Principal Amount of each such Class has been reduced to
      zero;

     

    
      
        
        

      

      
        99

        
          

        

      

      
        
        

      

    

     

    (D) to
      the
      Class M1 Certificates, an amount equal to the lesser of (x) the excess of (a)
      the aggregate of the Principal Distribution Amounts for Pool 1 and Pool 2 for
      such Distribution Date over (b) the amount paid to the Supplemental Interest
      Trust for deposit into the Swap Account or distributed to the Senior
      Certificates on such date pursuant to clauses (A) through (C) above, and (y)
      the
      M1 Principal Distribution Amount for such date, until the Class Principal Amount
      of such Class has been reduced to zero;

     

    (E) to
      the
      Class M2 Certificates, an amount equal to the lesser of (x) the excess of (a)
      the aggregate of the Principal Distribution Amounts for Pool 1 and Pool 2 for
      such Distribution Date over (b) the amount paid to the Supplemental Interest
      Trust for deposit into the Swap Account or distributed to the Senior
      Certificates and the Class M1 Certificates on such date pursuant to clauses
      (A)
      through (D) above, and (y) the M2 Principal Distribution Amount for such date,
      until the Class Principal Amount of such Class has been reduced to
      zero;

     

    (F) to
      the
      Class M3 Certificates, an amount equal to the lesser of (x) the excess of (a)
      the aggregate of the Principal Distribution Amounts for Pool 1 and Pool 2 for
      such Distribution Date over (b) the amount paid to the Supplemental Interest
      Trust for deposit into the Swap Account or distributed to the Senior
      Certificates and the Class M1 and Class M2 Certificates on such date pursuant
      to
      clauses (A) through (E) above, and (y) the M3 Principal Distribution Amount
      for
      such date, until the Class Principal Amount of such Class has been reduced
      to
      zero;

     

    (G) to
      the
      Class M4 Certificates, an amount equal to the lesser of (x) the excess of (a)
      the aggregate of the Principal Distribution Amounts for Pool 1 and Pool 2 for
      such Distribution Date over (b) the amount paid to the Supplemental Interest
      Trust for deposit into the Swap Account or distributed to the Senior
      Certificates and the Class M1, Class M2 and Class M3 Certificates on such date
      pursuant to clauses (A) through (F) above, and (y) the M4 Principal Distribution
      Amount for such date, until the Class Principal Amount of such Class has been
      reduced to zero;

     

    (H) to
      the
      Class M5 Certificates, an amount equal to the lesser of (x) the excess of
      (a) the aggregate of the Principal Distribution Amounts for Pool 1 and Pool
      2
      for such Distribution Date over (b) the amount paid to the Supplemental Interest
      Trust for deposit into the Swap Account or distributed to the Senior
      Certificates and the Class M1, Class M2, Class M3 and Class M4 Certificates
      on
      such date pursuant to clauses (A) through (G) above, and (y) the M5 Principal
      Distribution Amount for such date, until the Class Principal Amount of such
      Class has been reduced to zero;

     

    (I) to
      the
      Class M6 Certificates, an amount equal to the lesser of (x) the excess of (a)
      the aggregate of the Principal Distribution Amounts for Pool 1 and Pool 2 for
      such Distribution Date over (b) the amount paid to the Supplemental Interest
      Trust for deposit into the Swap Account or distributed to the Senior
      Certificates and the Class M1, Class M2, Class M3, Class M4 and Class M5
      Certificates on such date pursuant to clauses (A) through (H) above, and (y)
      the
      M6 Principal Distribution Amount for such date, until the Class Principal Amount
      of such Class has been reduced to zero; 

     

    
      
        
        

      

      
        100

        
          

        

      

      
        
        

      

       

    

    (J) to
      the
      Class M7 Certificates, an amount equal to the lesser of (x) the excess of (a)
      the aggregate of the Principal Distribution Amounts for Pool 1 and Pool 2 for
      such Distribution Date over (b) the amount paid to the Supplemental Interest
      Trust for deposit into the Swap Account or distributed to the Senior
      Certificates and the Class M1, Class M2, Class M3, Class M4, Class M5 and Class
      M6 Certificates on such date pursuant to clauses (A) through (I) above, and
      (y)
      the M7 Principal Distribution Amount for such date, until the Class Principal
      Amount of such Class has been reduced to zero;

     

    (K) to
      the
      Class M8 Certificates, an amount equal to the lesser of (x) the excess of (a)
      the aggregate of the Principal Distribution Amounts for Pool 1 and Pool 2 for
      such Distribution Date over (b) the amount paid to the Supplemental Interest
      Trust for deposit into the Swap Account or distributed to the Senior
      Certificates and the Class M1, Class M2, Class M3, Class M4, Class M5, Class
      M6
      and Class M7 Certificates on such date pursuant to clauses (A) through (J)
      above, and (y) the M8 Principal Distribution Amount for such date, until the
      Class Principal Amount of such Class has been reduced to zero; 

     

    (L) to
      the
      Class M9 Certificates, an amount equal to the lesser of (x) the excess of (a)
      the aggregate of the Principal Distribution Amounts for Pool 1 and Pool 2 for
      such Distribution Date over (b) the amount paid to the Supplemental Interest
      Trust for deposit into the Swap Account or distributed to the Senior
      Certificates and the Class M1, Class M2, Class M3, Class M4, Class M5, Class
      M6,
      Class M7 and Class M8 Certificates on such date pursuant to clauses (A) through
      (K) above, and (y) the M9 Principal Distribution Amount for such date, until
      the
      Class Principal Amount of such Class has been reduced to zero; 

     

    (M) to
      the
      Class B1 Certificates, an amount equal to the lesser of (x) the excess of (a)
      the aggregate of the Principal Distribution Amounts for Pool 1 and Pool 2 for
      such Distribution Date over (b) the amount paid to the Supplemental Interest
      Trust for deposit into the Swap Account or distributed to the Senior
      Certificates and the Class M1, Class M2, Class M3, Class M4, Class M5, Class
      M6,
      Class M7 and Class M8 and Class M9 Certificates on such date pursuant to clauses
      (A) through (L) above, and (y) the B1 Principal Distribution Amount for such
      date, until the Class Principal Amount of such Class has been reduced to
      zero;

     

    (N) to
      the
      Class B2 Certificates, an amount equal to the lesser of (x) the excess of (a)
      the aggregate of the Principal Distribution Amounts for Pool 1 and Pool 2 for
      such Distribution Date over (b) the amount paid to the Supplemental Interest
      Trust for deposit into the Swap Account or distributed to the Senior
      Certificates and the Class M1, Class M2, Class M3, Class M4, Class M5, Class
      M6,
      Class M7, Class M8, Class M9 and Class B1 Certificates on such date pursuant
      to
      clauses (A) through (M) above, and (y) the B2 Principal Distribution Amount
      for
      such date, until the Class Principal Amount of such Class has been reduced
      to
      zero; and

     

    
      
        
        

      

      
        101

        
          

        

      

      
        
        

      

    

     

    (O) for
      application as part of Monthly Excess Cashflow for such Distribution Date,
      as
      provided in Section 5.02(f), any Principal Distribution Amount remaining after
      application pursuant to clauses (A) through (N) above. 

     

    Any
      Principal Distribution Amount remaining on any Distribution Date after the
      Target Amount is achieved will be applied as part of Monthly Excess Cashflow
      for
      such Distribution Date as provided in subsection (f) of this
      Section.

     

    (f) On
      each
      Distribution Date, the Trustee shall distribute the Monthly Excess Cashflow
      for
      such date in the following order of priority:

     

    (i)
       for
      each
      Distribution Date occurring (a) before the Stepdown Date or (b) on or after
      the Stepdown Date and for which a Trigger Event is in effect, then until the
      aggregate Certificate Principal Amount of the LIBOR Certificates equals the
      Target Amount for such Distribution Date, in the following order of
      priority:

     

    (A) concurrently,
      to the Group 1 Senior Certificates and the Group 2 Senior Certificates, in
      proportion to the aggregate Class Principal Amount of the Senior Certificates
      related to each Group, after giving effect to previous principal distributions
      on such Distribution Date pursuant to subsection 5.02(e)(ii)(A) above, to the
      Group 1 Senior Certificates and the Group 2 Senior Certificates, in each case
      in
      accordance with the Related Senior Priority, in reduction of their respective
      Class Principal Amounts, until the Class Principal Amount of each such Class
      has
      been reduced to zero; and

     

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

     

    (ii)
       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) concurrently,
      to the Group 1 Senior Certificates and the Group 2 Senior Certificates, in
      proportion to the aggregate Class Principal Amount of the Senior Certificates
      related to each such Group, after giving effect to previous principal
      distributions on such Distribution Date pursuant to subsection 5.02(e)(iii)(C)
      above, to the Group 1 Senior Certificates and the Group 2 Senior Certificates,
      in each case in accordance with the Related Senior Priority, in reduction of
      their respective Class Principal Amounts, until the aggregate Class Principal
      Amount of each such Class, after giving effect to distributions on such
      Distribution Date, equals the Senior Target Amount;

     

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

     

    
      
        
        

      

      
        102

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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


     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        103

        
          

        

      

      
        
        

      

    

     

    (K) to
      the
      Class B1 Certificates, in reduction of their Class Principal Amount, until
      the
      aggregate of the Class Principal Amounts of such Class and the Senior
      Certificates and the Class M1, Class M2, Class M3, Class M4, Class M5, Class
      M6,
      Class M7, Class M8 and Class M9 Certificates, after giving effect to
      distributions on such Distribution Date, equals the B1 Target Amount;
      and

     

    (L) to
      the
      Class B2 Certificates, in reduction of their Class Principal Amount, until
      the
      aggregate of the Class Principal Amounts of such Class and the Senior
      Certificates and the Class M1, Class M2, Class M3, Class M4, Class M5, Class
      M6,
      Class M7, Class M8, Class M9 and Class B1 Certificates, after giving effect
      to
      distributions on such Distribution Date, equals the B2 Target
      Amount;

     

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

     

    (iv)
       to
      the
      Basis Risk Reserve Fund, an amount equal to the Basis Risk Payment for such
      Distribution Date, and then from the Basis Risk Reserve Fund, in the following
      order of priority:

     

    (A) concurrently,
      in proportion to their respective Basis Risk Shortfalls and Unpaid Basis Risk
      Shortfalls, to each Class of Senior Certificates, any applicable Basis Risk
      Shortfall and Unpaid Basis Risk Shortfall for each such Class and such
      Distribution Date;

     

    (B) to
      each
      Class of Subordinate Certificates, in accordance with the Subordinate Priority,
      any applicable Basis Risk Shortfall and Unpaid Basis Risk Shortfall for each
      such Class and such Distribution Date; and

     

    (C) to
      the
      Swap Account, for application pursuant to Section 5.02(f)(vi), any amounts
      remaining in the Basis Risk Reserve Fund, after taking into account
      distributions pursuant to clauses (A) and (B) above, in excess of the
      Required Reserve Fund Deposit for such Distribution Date;

     

    (v)
       on
      the
      Distribution Date occurring in July 2010 (or the next succeeding Distribution
      Date on which sufficient funds are available in the Certificate Account to
      make
      such distributions to the Class P Certificates), $100 to the Class P
      Certificates in payment of its Class P Principal Amount; 

     

    (vi)
       to
      the
      Swap Account, the Class X Distributable Amount (less any Basis Risk Payment
      for
      such Distribution Date) for such Distribution Date, for application pursuant
      to
      Section 5.02(g)(x) and Section 5.02(g)(xi) below, sequentially and in that
      order; and

     

    (vii)
       to
      the
      Class LT-R Certificate, any amount remaining on such date after application
      pursuant to clauses (i) through (vi) above to the extent attributable to REMIC
      1, and otherwise to the Class R Certificates.

     

    
      
        
        

      

      
        104

        
          

        

      

      
        
        

      

    

     

    (g) On
      each
      Distribution Date (or, with respect to clauses (i), (ii), (ix) and (x) below,
      on
      the related Swap Payment Date), the Trustee, after making all distributions
      pursuant to Section 5.02(f), shall distribute the Swap Amount for such date
      as follows:

     

    (i)
       to
      the
      Swap Counterparty, any Net Swap Payment owed to the Swap Counterparty pursuant
      to the Swap Agreement for such Swap Payment Date;

     

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

     

    (iii)
       concurrently,
      to the Senior Certificates, Current Interest and any Carryforward Interest
      for
      each such Class and such Distribution Date, to the extent unpaid (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 have otherwise been distributable thereon);

     

    (iv)
       to
      the
      Subordinate Certificates, in accordance with the Subordinate Priority, Current
      Interest and any Carryforward Interest for each such Class and such Distribution
      Date to the extent unpaid; 

     

    (v)
       to
      the
      LIBOR Certificates, any amount necessary to maintain the Targeted
      Overcollateralization Amount as specified in Sections 5.02(f)(i) and (ii) above
      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 such amounts distributed pursuant to this Section 5.02(g)(v) and
      all
      amounts distributed pursuant to Section 5.02(g)(vi), Section 5.02(h)(iii) and
      Section 5.02(h)(iv) shall not exceed the aggregate amount of cumulative Realized
      Losses incurred from the Cut-off Date through the last day of the related
      Collection Period less any amounts previously distributed pursuant to this
      Section 5.02(g)(v) and Section 5.02(g)(vi) together with any amounts previously
      distributed pursuant to Section 5.02(h)(iii) and Section
      5.02(h)(iv);

     

    (vi)
       to
      the
      Subordinate Certificates, in accordance with the Subordinate Priority, any
      Deferred Amount for each such Class and such Distribution Date, to the extent
      unpaid; provided,
      however,
      that the
      sum of all such amounts distributed pursuant to this Section 5.02(g)(vi) and
      all
      amounts distributed pursuant to Section 5.02(g)(v), Section 5.02(h)(iii) and
      Section 5.02(h)(iv) shall not exceed the aggregate amount of cumulative Realized
      Losses incurred from the Cut-off Date through the last day of the related
      Collection Period less any amounts previously distributed pursuant to this
      Section 5.02(g)(vi) and Section 5.02(g)(v) together with any amounts previously
      distributed pursuant to Section 5.02(h)(iii) and Section
      5.02(h)(iv);

     

    (vii)
       to
      the
      Senior Certificates, any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls
      for each such Class for such Distribution Date, for application pursuant to
      the
      priorities set forth in Section 5.02(f)(iv)(A), to the extent
      unpaid;

     

    
      
        
        

      

      
        105

        
          

        

      

      
        
        

      

    

     

    (viii)
       to
      the
      Subordinate Certificates, any Basis Risk Shortfalls and Unpaid Basis Risk
      Shortfalls for each such Class and for such Distribution Date, for application
      pursuant to the priorities set forth in Section 5.02(f)(iv)(B), to the extent
      unpaid;

     

    (ix)
       to
      the
      Swap Termination Receipts Account for the purchase of a replacement swap
      agreement pursuant to Section 5.09(a) (if necessary);

     

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

     

    (xi)
       to
      the
      Class X Certificates, any remaining amount deposited into the Swap Account
      pursuant to Section 5.02(f)(iv)(C) or Section 5.02(f)(vi) and any remaining
      Swap
      Amount; and

     

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

     

    (h) On
      each
      Distribution Date, the Trustee shall distribute the Interest Rate Cap Amount
      for
      such date after making all distributions under Section 5.02(g) above as
      follows:

     

    (i)
       concurrently,
      to the Senior Certificates, Current Interest and any Carryforward Interest
      for
      each such Class for such Distribution Date, to the extent unpaid pursuant to
      Section 5.02(g)(iii) above (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 have otherwise been
      distributable thereon);

     

    (ii)
       to
      the
      Subordinate Certificates, in accordance with the Subordinate Priority, Current
      Interest and any Carryforward Interest for such Class and such Distribution
      Date
      to the extent unpaid;

     

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

     

    (iv)
       to
      the
      Subordinate Certificates, in accordance with the Subordinate Priority, any
      Deferred Amount for each such Class and such Distribution Date to the extent
      unpaid; provided,
      however,
      that the
      sum of all such amounts distributed pursuant to this Section 5.02(h)(iv) and
      all
      amounts distributed pursuant to Section 5.02(h)(iii), Section 5.02(g)(v) and
      Section 5.02(g)(vi) shall not exceed the aggregate amount of cumulative Realized
      Losses incurred from the Cut-off Date through the last day of the related
      Collection Period less any amounts previously distributed pursuant to this
      Section 5.02(h)(iv) and Section 5.02(h)(iii) together with any amounts
      previously distributed pursuant to Sections 5.02(g)(v) and Section
      5.02(g)(vi);

     

    
      
        
        

      

      
        106

        
          

        

      

      
        
        

      

    

     

    (v)
       to
      the
      Senior Certificates, any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls
      for each such Class and for such Distribution Date, for application pursuant
      to
      the priorities set forth in Section 5.02(f)(iv)(A), to the extent
      unpaid;

     

    (vi)
       to
      the
      Subordinate Certificates, any Basis Risk Shortfalls and Unpaid Basis Risk
      Shortfalls for each such Class and for such Distribution Date, for application
      pursuant to the priorities set forth in Section 5.02(f)(iv)(B), to the extent
      unpaid; 

     

    (vii)
       to
      the
      Cap Termination Receipts Account for the purchase of a replacement cap agreement
      pursuant to Section 5.09(b) (if necessary); and

     

    (viii)
       to
      the
      Class X Certificates, any remaining Interest Rate Cap Amount.

     

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

     

    (j) On
      each
      Distribution Date occurring after a Section 7.01(c) Purchase Event, but on
      or
      prior to a Trust Fund Termination Event, the Trustee (or the Paying Agent on
      behalf of the Trustee), shall withdraw from the Certificate Account the Total
      Distribution Amount (to the extent such amount is on deposit in the Certificate
      Account) and amounts available for payment to the Swap Counterparty, and shall
      allocate such amount to the interests issued in respect of the Lower Tier REMIC
      1 Uncertificated Regular Interests created pursuant to this Agreement and shall
      distribute such amount first,
      for
      deposit into the Swap Account, an amount equal to any Net Swap Payment or Swap
      Termination Payment owed to the Swap Counterparty on the related Swap Payment
      Date, second,
      to the
      Credit Risk Manager, the Credit Risk Manager’s Fee, third,
      to the
      Trustee, any amounts reimbursable pursuant to Section 4.04(b)(i) and not
      previously reimbursed to the Trustee and fourth,
      to the
      LTURI-holder, any remaining Total Distribution Amount to the extent payable
      on
      the Lower Tier REMIC 1 Uncertificated Regular Interests as provided in the
      Preliminary Statement, and fifth,
      to the
      Class LT-R Certificates.

     

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

     

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

     

    
      
        
        

      

      
        107

        
          

        

      

      
        
        

      

    

     

    (m) On
      each
      Distribution Date, an amount equal to the aggregate FPD Premiums collected
      during the preceding Prepayment Period shall be distributed to the Class X
      Certificates.

     

    
      	
              Section
                5.03

            	
              Allocation
                of Losses. 

            


    

     

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

     

    (i)
       to
      the
      Class B2 Certificates, until the Class Principal Amount thereof has been reduced
      to zero;

     

    (ii)
       to
      the
      Class B1 Certificates, until the Class Principal Amount thereof has been reduced
      to zero;

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (x)
       to
      the
      Class M2 Certificates, until the Class Principal Amount thereof has been reduced
      to zero; and

     

    (xi)
       to
      the
      Class M1 Certificates, until the Class Principal Amount thereof has been reduced
      to zero.

     

    
      
        
        

      

      
        108

        
          

        

      

      
        
        

      

    

     

    
      	
              Section
                5.04

            	
              Advances
                by Master Servicer, Servicer and Trustee. 

            


    

     

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

     

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

     

    
      
        
        

      

      
        109

        
          

        

      

      
        
        

      

    

     

    
      	
              Section
                5.05

            	
              Compensating
                Interest Payments. 

            


    

     

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

     

    
      	
              Section
                5.06

            	
              Basis
                Risk Reserve Fund. 

            


    

     

    (a) On
      the
      Closing Date, the Trustee shall establish and maintain in its name, in trust
      for
      the benefit of the Certificateholders, a Basis Risk Reserve Fund, into which
      Lehman Brothers Holdings Inc. (“LBH”) shall initially deposit $1,000. The Basis
      Risk Reserve Fund shall be an Eligible Account, and funds on deposit therein
      shall be held separate and apart from, and shall not be commingled with, any
      other monies, including, without limitation, other monies of the Trustee held
      pursuant to this Agreement.

     

    (b) The
      Trustee (or Paying Agent) shall make withdrawals from the Basis Risk Reserve
      Fund to make distributions pursuant to Section 5.02(f)(iv) hereof in accordance
      with the Distribution Date Statement. Notwithstanding the foregoing, the initial
      deposit of $1,000 made pursuant to subsection (a) above may be applied by the
      Trustee (or Paying Agent) to make such distributions.

     

    (c) Funds
      in
      the Basis Risk Reserve Fund shall be invested in Eligible Investments. Any
      earnings on such amounts shall be distributed on each Distribution Date to
      the
      Holders of the Class X Certificates. The Class X Certificates shall evidence
      ownership of the Basis Risk Reserve Fund for federal income tax purposes and
      LBH
      on behalf of the Holder thereof shall direct the Trustee, in writing, as to
      investment of amounts on deposit therein. LBH shall be liable for any losses
      incurred on such investments. In the absence of written instructions from LBH
      as
      to investment of funds on deposit in the Basis Risk Reserve Fund, such funds
      shall be invested in the Morgan Stanley Prime Liquidity Institutional Class
      (302) Money Market Fund. The Basis Risk Reserve Fund shall be terminated after
      the earlier of (A) a Section 7.01(c) Purchase Event or (B) a Trust Fund
      Termination Event and any funds remaining in such fund upon such termination
      shall be released to Holders of the Class X Certificates.

     

    
      	
              Section
                5.07

            	
              Supplemental
                Interest Trust.

            


    

     

    (a) A
      separate trust is hereby established (the “Supplemental Interest Trust”), the
      corpus of which shall be held by the Trustee, in trust, for the benefit of
      the
      Certificateholders and the Swap Counterparty. The Trustee, as trustee of the
      Supplemental Interest Trust, shall establish an account (the “Swap Account”),
      into which LBH shall initially deposit $1,000. The Swap Account shall be an
      Eligible Account, and funds on deposit therein shall be held separate and apart
      from, and shall not be commingled with, any other monies, including, without
      limitation, other monies of the Trustee held pursuant to this Agreement. After
      payment in full to the Swap Counterparty of any Net Swap Payments or Swap
      Termination Payments owed to it pursuant to the Swap Agreement, any funds
      remaining in such fund upon termination of the Swap Account shall be released
      to
      Holders of the Class X Certificates pursuant to Sections 5.02(g)(xi) and
      5.02(g)(xii).

     

    
      
        
        

      

      
        110

        
          

        

      

      
        
        

      

    

     

    (b) In
      addition, the Trustee, as trustee of the Supplemental Interest Trust, shall
      establish an account (the “Interest Rate Cap Account”), into which LBH shall
      initially deposit $1,000. The Interest Rate Cap Account shall be an Eligible
      Account, and funds on deposit therein shall be held separate and apart from,
      and
      shall not be commingled with, any other monies, including, without limitation,
      other monies of the Trustee held pursuant to this Agreement.

     

    (c) In
      addition, on the Closing Date, the Trustee, on behalf of the Supplemental
      Interest Trust, shall establish an account (the “Collateral Account”) into which
      funds shall be deposited pursuant to Section 5.07(h). The Collateral Account
      shall be an Eligible Account, and funds on deposit therein shall be held
      separate and apart from, and shall not be commingled with, any other monies,
      including, without limitation, other monies of the Trustee held pursuant to
      this
      Agreement.

     

    (d) The
      Trustee shall deposit into the Swap Account any Net Swap Payment required
      pursuant to Sections 5.02(b), (c), (e) and (j), any Swap Termination Payment
      required pursuant to Sections 5.02(b), (c), (e) and (j), any amounts received
      from the Swap Counterparty under the Swap Agreement and any amounts distributed
      from the Basis Risk Reserve Fund required pursuant to Sections 5.02(f)(iv)(C)
      and (f)(vi), and shall distribute from the Swap Account any Net Swap Payment
      required pursuant to Section 5.02(g)(i) or Section 5.02(k), as applicable,
      or
      Swap Termination Payment required pursuant to Section 5.02(g)(ii), Section
      5.02(g)(x) or Section 5.02(k), as applicable. Notwithstanding
      the foregoing, the initial deposit of $1,000 made pursuant to subsection (a)
      above may be applied by the Trustee to make such distributions of any Net Swap
      Payment or any Swap Termination Payment.

     

    (e) The
      Trustee shall deposit into the Interest Rate Cap Account any amounts received
      from the Cap Counterparty under the Interest Rate Cap Agreement and shall
      distribute from the Interest Rate Cap Account any Interest Rate Cap Amount
      pursuant to Section 5.02(h) or Section 5.02(l), as applicable. Notwithstanding
      the foregoing, the initial deposit of $1,000 made pursuant to subsection (b)
      above may be applied by the Trustee to make such distributions.

     

    (f) Funds
      in
      the Swap Account shall be invested in Eligible Investments. Any earnings on
      such
      amounts shall be distributed on each Distribution Date pursuant to Section
      5.02(g) or Section 5.02(k), as applicable. The Class X Certificates shall
      evidence ownership of the Swap Account for federal income tax purposes and
      the
      Holder thereof shall direct the Trustee, in writing, as to investment of amounts
      on deposit therein. LBH shall be liable for any losses incurred on such
      investments. In the absence of written instructions from the Class X
      Certificateholders as to investment of funds on deposit in the Swap Account,
      such funds shall be invested in the Morgan Stanley Prime Liquidity Institutional
      Class (302) Money Market Fund. Any amounts on deposit in the Swap Account in
      excess of the Swap Amount on any Distribution Date shall be held for
      distribution pursuant to Section 5.02(g) or Section 5.02(k), as applicable,
      on
      the following Distribution Date.

     

    (g) Funds
      in
      the Interest Rate Cap Account shall be invested in Eligible Investments. Any
      earnings on such amounts shall be distributed on each Distribution Date pursuant
      to Section 5.02(h) or Section 5.02(l), as applicable. The Class X Certificates
      shall evidence ownership of the Interest Rate Cap Account for federal income
      tax
      purposes and the Holder thereof shall direct the Trustee, in writing, as to
      investment of amounts on deposit therein. LBH 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 Interest
      Rate Cap Account, such funds shall be invested in the Morgan Stanley Prime
      Liquidity Institutional Class (302) Money Market Fund. Any amounts on deposit
      in
      the Interest Rate Cap Account in excess of the Interest Rate Cap Amount on
      any
      Distribution Date shall be held for distribution pursuant to Section 5.02(h)
      or
      Section 5.02(l), as applicable, on the following Distribution Date.

     

    
      
        
        

      

      
        111

        
          

        

      

      
        
        

      

    

     

    (h) Funds
      or
      collateral required to be held pursuant to the Credit Support Annex shall be
      deposited into the Collateral Account. Funds posted by the Cap Counterparty
      (or
      its credit support provider) and/or the Swap Counterparty (or its credit support
      provider) in the Collateral Account shall be invested in Eligible Investments
      at
      the direction of the Cap Counterparty and/or Swap Counterparty, provided no
      early Termination Date has been designated under the Cap Agreement and/or Swap
      Agreement as the result of a Swap Counterparty Termination Event, respectively.
      Any interest earnings on such amounts shall be remitted to the Cap Counterparty
      and/or Swap Counterparty, as applicable, pursuant to the terms of the Credit
      Support Annex. For federal income tax purposes, the Swap Counterparty shall
      be
      considered the owner of funds deposited in the Collateral Account on account
      of
      the Swap Agreement and the Cap Counterparty shall be considered the owner of
      the
      funds deposited in the Collateral Account on account of the Interest Rate Cap
      Agreement. The Trustee shall not be liable for any losses incurred on such
      investments. In the absence of written instructions from the Cap Counterparty
      (or its credit support provider) and/or the Swap Counterparty (or its credit
      support provider) as to investment of funds on deposit in the Collateral
      Account, such funds shall be invested in the Morgan Stanley Prime Liquidity
      Institutional Class (302) Money Market Fund. On the first Distribution Date
      immediately following any Swap Payment Date as to which a shortfall exists
      with
      respect to a Net Swap Payment or a Swap Termination Payment owed by the Swap
      Counterparty as a result of its failure to make payments pursuant to the Swap
      Agreement, amounts necessary to cover such shortfall shall be removed from
      the
      Collateral Account, remitted to the Swap Account and distributed as all or
      a
      portion of such Net Swap Payment or Swap Termination Payment pursuant to Section
      5.02(g) or Section 5.02(k), as applicable. On any Distribution Date as to which
      a shortfall exists with respect to Interest Rate Cap Amounts owed by the Cap
      Counterparty as a result of its failure to make payments pursuant to the
      Interest Rate Cap Agreement, amounts necessary to cover such shortfall shall
      be
      removed from the Collateral Account, remitted to the Interest Rate Cap Account
      and distributed as all or a portion of such Interest Rate Cap Amount pursuant
      to
      Section 5.02(h) or Section 5.02(l), as applicable. The Trustee is hereby
      authorized to release any amounts on deposit in the Collateral Account required
      to be returned to the Cap Counterparty (or its credit support provider) and/or
      the Swap Counterparty (or its credit support provider), as applicable, as a
      result of (i) the termination of the Swap Agreement or Interest Rate Cap
      Agreement, as applicable, (ii) the procurement of a guarantor, (iii) the
      reinstatement of required ratings or (iv) otherwise pursuant to the Swap
      Agreement, shall be released directly to the Swap Counterparty and/or the Cap
      Counterparty, as applicable, pursuant to the terms of the Credit Support
      Annex.

     

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

     

    
      
        
        

      

      
        112

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

    (n) In
      the
      event that either the Swap Counterparty or the Cap Counterparty fails to perform
      any of its obligations under the Swap Agreement or the Interest Rate Cap
      Agreement, respectively (including, without limitation, its obligations to
      make
      any payment or transfer collateral), or breaches any of its representations
      and
      warranties under the Swap Agreement or the Interest Rate Cap Agreement, as
      applicable, or in the event that an Event of Default, Termination Event, or
      Additional Termination Event occurs (as such terms are defined in the Swap
      Agreement or the Interest Rate Cap Agreement, as applicable), the Trustee,
      on
      behalf of the Supplemental Interest Trust, shall (upon a Responsible Officer
      of
      the Trustee receiving written notice or obtaining actual knowledge of the
      occurrence thereof), as soon as practicable following such written notice or
      obtaining knowledge, notify the Swap Counterparty or Cap Counterparty, as
      applicable, and give any notice of such failure and make any demand for payment
      pursuant to the Swap Agreement or Interest Rate Cap Agreement, as applicable.
      In
      the event that the Swap Counterparty’s obligations under the Swap Agreement or
      Cap Counterparty’s obligations under the Interest Rate Cap Agreement are at any
      time guaranteed by a third party, then to the extent that the Swap Counterparty
      or Cap Counterparty fails to make any payment or delivery required under terms
      of the Swap Agreement or the Interest Rate Cap Agreement, as applicable, the
      Trustee, on behalf of the Supplemental Interest Trust, shall (upon a Responsible
      Officer of the Trustee receiving written notice or obtaining actual knowledge
      of
      the occurrence thereof), as soon as practicable following such written notice
      or
      obtaining knowledge, demand that such guarantor make any and all payments then
      required to be made by the applicable guarantor.

     

    
      	
              Section
                5.08

            	
              Rights
                of Swap Counterparty.

            


    

     

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

     

    
      
        
        

      

      
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              Section
                5.09

            	
              Termination
                Receipts.

            


    

     

    (a) In
      the
      event of an “Early Termination Event” as defined under the Swap Agreement, (i)
      any Swap Termination Payment made by the Swap Counterparty to the Swap Account
      and paid pursuant to Section 5.02(g)(ix), Section 5.02(j) or Section 5.02(k),
      as
      applicable (“Swap Termination Receipts”) shall be deposited in a segregated
      non-interest bearing account which shall be an Eligible Account established
      by
      the Trustee (the “Swap Termination Receipts Account”) and (ii) any amounts
      received from a replacement Swap Counterparty (“Swap Replacement Receipts”)
      shall be deposited in a segregated non-interest bearing account which shall
      be
      an Eligible Account established by the Trustee (the “Swap Replacement Receipts
      Account”). Solely upon written direction of the Depositor, the Trustee shall
      invest, or cause to be invested, funds held in the Swap Termination Receipts
      Account and the Swap Replacement Receipts Account in time deposits of the
      Trustee as permitted by clause (ii) of the definition of Eligible Investments
      or
      as otherwise directed in writing by a majority of the Certificateholders. All
      such investments shall be payable on demand or mature on a Swap Payment Date,
      a
      Distribution Date or such other date as directed by the Certificateholders.
      If
      no such direction is given by the Depositor, such funds shall remain uninvested.
      All such Eligible Investments shall be made in the name of the Trustee of the
      Supplemental Interest Trust (in its capacity as such) or its nominee. The
      Trustee shall not be liable for any losses incurred on such investments. All
      income and gain realized from any such investment shall be deposited in the
      Swap
      Termination Receipts Account or the Swap Replacement Receipts Account, as
      applicable, and all losses, if any, shall be borne by the related account.
      

     

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

     

    
      
        
        

      

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

     

    (b) In
      the
      event of an “Early Termination Event” as defined under the Interest Rate Cap
      Agreement, (i) any Cap Termination Payment made by the Cap Counterparty to
      the
      Interest Rate Cap Account and paid pursuant to Section 5.02(h)(vii) or
      Section 5.02(l) (“Cap Termination Receipts”) shall be deposited in a
      segregated non-interest bearing account which shall be an Eligible Account
      established by the Trustee (the “Cap Termination Receipts Account”) and (ii) any
      amounts received from a replacement Cap Counterparty (“Cap Replacement
      Receipts”) shall be deposited in a segregated non-interest bearing account which
      shall be an Eligible Account established by the Trustee (the “Cap Replacement
      Receipts Account”). Solely upon written direction of the Depositor, the Trustee
      shall invest, or cause to be invested, funds held in the Cap Termination
      Receipts Account and the Cap Replacement Receipt 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 shall be payable on demand or mature on a Interest Rate Cap
      Payment Date, a Distribution Date or such other date as directed by the
      Certificateholders. If no such direction is given by the Depositor, such funds
      shall remain uninvested. All such Eligible Investments shall be made in the
      name
      of the Trustee of the Supplemental Interest Trust (in its capacity as such)
      or
      its nominee. The Trustee shall not be liable for any losses incurred on such
      investments. All income and gain realized from any such investment shall be
      deposited in the Cap Termination Receipts Account or the Cap Replacement Receipt
      Account and all losses, if any, shall be borne by such account.

     

    Unless
      otherwise permitted by the Rating Agencies as evidenced in a written
      confirmation, the Depositor shall prepare the replacement Interest Rate Cap
      Agreement(s) and the Trustee shall promptly, at the written direction of the
      Depositor, use the funds on deposit in the Cap Termination Receipts Account,
      if
      needed, to enter into replacement Interest Rate Cap 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 Interest Rate Cap Agreement(s) will not result in the reduction
      or
      withdrawal of the rating of any outstanding Class of Certificates with respect
      to which it is a Rating Agency. Any amounts not so applied shall be paid to
      the
      Class X 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.

     

    
      
        
        

      

      
        115

        
          

        

      

      
        
        

      

    

     

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

     

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

     

    (i)
       The
      Trustee shall not be personally liable with respect to any action taken,
      suffered or omitted to be taken by it in good faith in accordance with the
      direction or with the consent of Holders 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 (A) Event of Default (other than resulting from a failure by the Master
      Servicer to (i) remit funds (or make Advances) or (ii) furnish information
      to
      the Trustee when required to do so) or (B)(1) a breach of the Swap
      Counterparty’s representations and warranties under the Swap Agreement or (2)
      Event of Default, Termination Event or Additional Termination Event (as such
      terms are defined in the Swap Agreement) unless a Responsible Officer of the
      Trustee has actual knowledge thereof or unless written notice of any event
      which
      is in fact such a default is received by the Trustee at the Corporate Trust
      Office, and such notice references the Holders of the Certificates and this
      Agreement;

     

    
      
        
        

      

      
        116

        
          

        

      

      
        
        

      

    

     

    (iii)
       [Reserved];

     

    (iv)
       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;

     

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

     

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

     

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

     

    (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 the Servicer under this Agreement or
      the
      Servicing Agreement except during such time, if any, as the Trustee shall be
      the
      successor to, and be vested with the rights, duties, powers and privileges
      of,
      the Master Servicer in accordance with the terms of this Agreement.

     

    (g) The
      Trustee shall not be held liable by reason of any insufficiency in the
      Collection Account 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).

     

    
      
        
        

      

      
        117

        
          

        

      

      
        
        

      

    

     

    (h) Except
      as
      otherwise provided herein, the Trustee shall not have any duty (A) to undertake
      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 ensure the maintenance of any such recording or filing
      or depositing or to undertake any rerecording, refiling or redepositing of
      any
      such statement or agreement, (B) to see to any insurance or claim under any
      Insurance Policy, (C) to establish or maintain 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 or the Supplemental Interest Trust other than from funds available in
      the
      Collection Account or the Certificate Account or (D) to confirm or verify the
      contents of any reports or certificates of the Master Servicer, the Servicer,
      the Swap Counterparty, the Cap Counterparty, the Depositor or the Credit Risk
      Manager 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, neither the Paying Agent nor the
      Trustee shall be liable for special, indirect or consequential losses or damages
      of any kind whatsoever (including, but not limited to, lost profits), even
      if
      the Paying Agent or the Trustee, as applicable, has been advised of the
      likelihood of such loss or damage and regardless of the form of
      action.

     

    (k) This
      Agreement shall not be construed to render the Trustee an agent of the Master
      Servicer or the Servicer.

     

    (l) On
      or
      before March 15 of each calendar year for so long as the Depositor is subject
      to
      Exchange Act reporting requirements for the BNC Mortgage Loan Trust 2007-3,
      beginning with March 15, 2008, the Trustee shall deliver to the Sponsor, the
      Master Servicer, the NIMS Insurer and the Depositor a report regarding its
      assessment of compliance with the Relevant Servicing Criteria identified in
      Exhibit S hereto with respect to the Trustee, as of and for the period ending
      the end of the fiscal year of the Trust Fund. Each such report shall include
      (a)
      a statement of the party’s responsibility for assessing compliance with the
      Servicing Criteria applicable to such party, (b) a statement that such party
      used the criteria identified in Item 1122(d) of Regulation AB (§ 229.1122(d)) to
      assess compliance with the Relevant Servicing Criteria, (c) disclosure of any
      material instance of noncompliance identified by such party and (d) a statement
      that a registered public accounting firm has issued an attestation report on
      such party’s assessment of compliance with the Relevant Servicing Criteria,
      which report shall be delivered by the Trustee as provided in Section 6.01(m).
      In addition, on or before March 15th of each calendar year for so long as the
      Depositor is subject to Exchange Act reporting requirements for the BNC Mortgage
      Loan Trust 2007-3, beginning with March 15, 2008, the Trustee shall, at its
      own
      expense, furnish or cause to be furnished to the Sponsor, the NIMS Insurer
      and
      the Depositor an assessment of compliance and accountant’s attestation of any
      Subcontractor with respect to the Trustee.

     

    
      
        
        

      

      
        118

        
          

        

      

      
        
        

      

    

     

    (m) On
      or
      before March 15th of each calendar year for so long as the Depositor is subject
      to Exchange Act reporting requirements for the BNC Mortgage Loan Trust 2007-3,
      beginning with March 15, 2008, the Trustee shall, at its own expense, cause
      a
      registered firm of independent public accountants (who may also render other
      services to Trustee), which is a member of the American Institute of Certified
      Public Accountants, to furnish to the Sponsor, the Master Servicer, the NIMS
      Insurer and the Depositor a report to the effect that such firm attests to,
      and
      reports on, the assessment made by such asserting party pursuant to Section
      6.01(l) above, which report shall be made in accordance with standards for
      attestation engagements issued or adopted by the PCAOB.

     

    (n) For
      so
      long as the Depositor is subject to Exchange Act reporting requirements for
      the
      BNC Mortgage Loan Trust 2007-3 transaction, the Trustee shall give prior written
      notice to the Sponsor, the Master Servicer and the Depositor of the appointment
      of any Subcontractor by it and a written description (in form and substance
      satisfactory to the Sponsor and the Depositor) of the role and function of
      each
      Subcontractor utilized by the Trustee, specifying (A) the identity of each
      such
      Subcontractor and (B) which elements of the servicing criteria set forth under
      Item 1122(d) of Regulation AB will be addressed in assessments of compliance
      and
      accountant’s attestations provided by each such Subcontractor.

     

    (o) For
      so
      long as the Depositor is subject to Exchange Act reporting requirements for
      the
      BNC Mortgage Loan Trust 2007-3, the Trustee shall notify the Sponsor, the Master
      Servicer, the NIMS Insurer and the Depositor within three (3) Business Days
      of
      the related Distribution Date (i) of any legal proceedings pending against
      the
      Trustee of the type described in Item 1117 (§ 229.1117) of Regulation AB, (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 V hereto or any of their affiliates. On or before March 1st of each
      year, the Depositor shall distribute the information in Exhibit V to the
      Trustee.

     

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

     

    (q) Notwithstanding
      anything in this Agreement, the Servicing Agreement or the Credit Risk
      Management Agreement to the contrary, the Trustee shall have no duty or
      obligation to enforce the Credit Risk Management Agreement or to supervise,
      monitor or oversee the activities of the Servicer under its Credit Risk
      Management Agreement with respect to any action taken or not taken by the
      Servicer at the direction of the Seller or pursuant to a recommendation of
      the
      Credit Risk Manager.

     

    
      
        
        

      

      
        119

        
          

        

      

      
        
        

      

    

     

    (r) The
      Trustee shall provide the NIMS Insurer written notice promptly upon
      determination that there are insufficient funds to make any Net Swap Payments
      owed by the Supplemental Interest Trust to the Swap Counterparty. The NIMS
      Insurer may, at its sole discretion, advance any such required payments, and
      the
      Trustee is hereby authorized to make such payments on behalf of the NIMS
      Insurer.

     

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

     

    
      	
              Section
                6.02

            	
              Certain
                Matters Affecting the Trustee.

            


    

     

    Except
      as
      otherwise provided in Section 6.01:

     

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

     

    (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 the Holders of at least a majority in Class Principal Amount
      (or
      Percentage Interest) of each Class of Certificates or, if such Classes have
      been
      retired pursuant to a Section 7.01(c) Purchase Event, the LTURI-holder;
provided,
      however,
      that, if
      the payment within a reasonable time to the Trustee of the costs, expenses
      or
      liabilities likely to be incurred by it in the making of such investigation
      is,
      in the opinion of the Trustee, not reasonably assured to the Trustee by the
      security afforded to it by the terms of this Agreement, the Trustee may require
      reasonable indemnity against such expense or liability or payment of such
      estimated expenses from any NIMS Insurer or the Certificateholders, as
      applicable, as a condition to proceeding. The reasonable expense thereof shall
      be paid by the party requesting such investigation and if not reimbursed by
      the
      requesting party shall be reimbursed to the Trustee by the Trust
      Fund;

     

    (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 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;

     

    
      
        
        

      

      
        120

        
          

        

      

      
        
        

      

    

     

    (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 or Supplemental Interest Trust created hereby or
      the
      powers granted hereunder.

     

    
      	
              Section
                6.03

            	
              Trustee
                Not Liable for Certificates.

            


    

     

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

     

    
      
        
        

      

      
        121

        
          

        

      

      
        
        

      

    

     

    
      	
              Section
                6.04

            	
              Trustee
                May Own Certificates.

            


    

     

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

     

    
      	
              Section
                6.05

            	
              Eligibility
                Requirements for Trustee.

            


    

     

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

     

    
      	
              Section
                6.06

            	
              Resignation
                and Removal of Trustee.

            


    

     

    (a) The
      Trustee may at any time resign and be discharged from the trust hereby created
      by giving written notice thereof to the Depositor, the Swap Counterparty, the
      Cap Counterparty, any NIMS Insurer and the Master Servicer. Upon receiving
      such
      notice of resignation, the Depositor will promptly appoint a successor trustee
      acceptable to any NIMS Insurer by written instrument, one copy of which
      instrument shall be delivered to the resigning Trustee, one copy to the
      successor trustee, and one copy to each of the Master Servicer 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 its property shall be appointed, or any public officer shall
      take charge or control of the Trustee or its property or affairs for the purpose
      of rehabilitation, conservation or liquidation, (iii) a tax is imposed or
      threatened with respect to the Trust Fund by any state in which the Trustee
      or
      the Trust Fund held by the Trustee is located, (iv) the continued use of the
      Trustee would result in a downgrading of the rating by any Rating Agency of
      any
      Class of Certificates with a rating, (v) the Trustee (or the Paying Agent)
      shall
      fail to deliver the information or reports, assessments or attestations required
      pursuant to Sections 6.01(l) through (o) or (vi) the Paying Agent shall fail
      to
      provide the information required pursuant to Subsection 3.08(b) hereof or (vii)
      the Depositor desires to replace the Trustee with a successor trustee, then
      the
      Depositor, the Master Servicer or any NIMS Insurer shall remove the Trustee
      or
      the Paying Agent, as applicable, and the Depositor shall appoint a successor
      trustee acceptable to any NIMS Insurer and the Master Servicer by written
      instrument, one copy of which instrument shall be delivered to the Trustee
      so
      removed, one copy each to the successor trustee, and one copy to each of the
      Master Servicer and any NIMS Insurer; provided,
      however, that
      if
      the Trustee is removed for the failure to provide the accountant’s attestation
      pursuant to Section 6.01(m) of this Agreement, the Trustee shall reimburse
      the
      Depositor for reasonable out-of-pocket costs incurred by the Depositor in
      providing for a successor Trustee.

     

    
      
        
        

      

      
        122

        
          

        

      

      
        
        

      

    

     

    (c) The
      Holders of more than 50% of the Class Principal Amount (or Percentage Interest)
      of each Class of Certificates (or any NIMS Insurer in the event of failure
      of
      the Trustee to perform its obligations hereunder) may at any time upon 30 days’
written notice to the Trustee and to 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, one copy each to the Master
      Servicer and any NIMS Insurer; the Depositor shall thereupon appoint a successor
      trustee in accordance with this Section mutually acceptable to the Depositor,
      the Master Servicer and any NIMS Insurer.

     

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

     

    
      	
              Section
                6.07

            	
              Successor
                Trustee.

            


    

     

    (a) Any
      successor trustee appointed as provided in Section 6.06 shall execute,
      acknowledge and deliver to the Depositor, the Master Servicer, 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. A predecessor trustee (or
      its
      custodian) shall deliver to any successor trustee (or assign to the Trustee
      its
      interest under the Custodial Agreement, to the extent permitted thereunder),
      all
      Mortgage Files and documents and statements related to each Mortgage File held
      by it hereunder, and shall duly assign, transfer, deliver and pay over to the
      successor trustee the entire Trust Fund, together with all necessary instruments
      of transfer and assignment or other documents properly executed necessary to
      effect such transfer and such of the records or copies thereof maintained by
      the
      predecessor trustee in the administration hereof as may be requested by the
      successor trustee and shall thereupon be discharged from all duties and
      responsibilities under this Agreement. In addition, the Master Servicer and
      the
      predecessor trustee shall execute and deliver such other instruments and do
      such
      other things as may reasonably be required to more fully and certainly vest
      and
      confirm in the successor trustee all such rights, powers, duties and
      obligations. 

     

    
      
        
        

      

      
        123

        
          

        

      

      
        
        

      

    

     

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

     

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

     

    (d) Upon
      the
      resignation or removal of the Trustee pursuant to this Section 6.06, the Trustee
      shall deliver the amounts held in its possession for the benefit of the
      Certificateholders to the successor trustee or the successor trustee’s designee
      upon the appointment of the successor trustee.

     

    
      	
              Section
                6.08

            	
              Merger
                or Consolidation of Trustee.

            


    

     

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

     

    
      	
              Section
                6.09

            	
              Appointment
                of Co-Trustee, Separate Trustee or
                Custodian.

            


    

     

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

     

    
      
        
        

      

      
        124

        
          

        

      

      
        
        

      

    

     

    (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 monies shall be exercised solely by the
      Trustee;

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        125

        
          

        

      

      
        
        

      

    

     

    (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.

     

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

     

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

     

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

     

    (h) Notwithstanding
      the foregoing, for so long as reports are required to be filed with the
      Commission under the Exchange Act with respect to the Trust, the Trustee shall
      not utilize any Subcontractor for the performance of its duties hereunder if
      such Subcontractor would be “participating in the servicing function” within the
      meaning of Item 1122 of Regulation AB and for which the Trustee does not elect
      to take responsibility for assessing compliance with the Servicing Criteria
      in
      accordance with Regulation AB Telephone Interpretation 17.06, without (a) giving
      notice to the Seller, the Master Servicer, the Sponsor and the Depositor and
      (b)
      requiring any such Subcontractor to provide to the Trustee an assessment report
      as provided in Section 9.25(a) and an attestation report as provided in Section
      9.25(b), which reports the Trustee shall include in its assessment and
      attestation reports. The Trustee, including in its individual capacity, shall
      indemnify the Sponsor, the Depositor and the Master Servicer and any director,
      officer, employee or agent of each of the Sponsor, the Depositor and the Master
      Servicer and hold them harmless against any and all claims, losses, damages,
      penalties, fines, forfeitures, reasonable and necessary legal fees and related
      costs, judgments, and any other costs, fees and expenses that any of them may
      sustain arising out of or based upon the failure by the Trustee (i) to give
      notice of the engagement of any Subcontractor or (ii) to require any
      Subcontractor to provide the Trustee, the Master Servicer and the Depositor
      an
      assessment of compliance as provided in Section 9.25(a) and an attestation
      report as provided in Section 9.25(b). This indemnity shall survive the
      termination of this Agreement or the earlier resignation or removal of the
      Trustee.

     

    
      	
              Section
                6.10

            	
              Authenticating
                Agents.

            


    

     

    (a) The
      Trustee may appoint one or more Authenticating Agents which shall be authorized
      to act on behalf of the Trustee in authenticating Certificates. Wherever
      reference is made in this Agreement to the authentication of Certificates by
      the
      Trustee or the Trustee’s certificate of authentication, such reference shall be
      deemed to include authentication on behalf of the Trustee by an Authenticating
      Agent and a certificate of authentication executed on behalf of the Trustee
      by
      an Authenticating Agent. Each Authenticating Agent must be a corporation
      organized and doing business under the laws of the United States of America
      or
      of any state, having a combined capital and surplus of at least $15,000,000,
      authorized under such laws to do a trust business and subject to supervision
      or
      examination by federal or state authorities and acceptable to any NIMS
      Insurer.

     

    
      
        
        

      

      
        126

        
          

        

      

      
        
        

      

    

     

    (b) Any
      Person into which any Authenticating Agent may be merged or converted or with
      which it may be consolidated, or any Person resulting from any merger,
      conversion or consolidation to which any Authenticating Agent shall be a party,
      or any Person succeeding to the corporate agency business of any Authenticating
      Agent, shall continue to be the Authenticating Agent without the execution
      or
      filing of any paper or any further act on the part of the Trustee or the
      Authenticating Agent.

     

    (c) Any
      Authenticating Agent may at any time resign by giving at least 30 days’ advance
      written notice of resignation to the Trustee, any NIMS Insurer and the
      Depositor. The Trustee may at any time terminate the agency of any
      Authenticating Agent by giving written notice of termination to such
      Authenticating Agent, any NIMS Insurer and the Depositor. Upon receiving a
      notice of resignation or upon such a termination, or in case at any time any
      Authenticating Agent shall cease to be eligible in accordance with the
      provisions of this Section 6.10, the Trustee may appoint a successor
      Authenticating Agent, shall give written notice of such appointment to the
      Depositor and any NIMS Insurer and shall mail notice of such appointment to
      all
      Holders of Certificates. Any successor Authenticating Agent upon acceptance
      of
      its appointment hereunder shall become vested with all the rights, powers,
      duties and responsibilities of its predecessor hereunder, with like effect
      as if
      originally named as Authenticating Agent. No successor Authenticating Agent
      shall be appointed unless eligible under the provisions of this Section 6.10.
      No
      Authenticating Agent shall have responsibility or liability for any action
      taken
      by it as such at the direction of the Trustee. Any Authenticating Agent shall
      be
      entitled to reasonable compensation for its services and, if paid by the
      Trustee, it shall be a reimbursable expense pursuant to Section
      6.12.

     

    
      	
              Section
                6.11

            	
              Indemnification
                of Trustee.

            


    

     

    The
      Trustee including in its individual capacity and its 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 any of 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 Swap Agreement, the Interest Rate Cap Agreement, the
      Mortgage Loan Sale Agreement, the Transfer Agreement, the Servicing Agreement
      or
      the Custodial Agreement, including any applicable fees and expenses payable
      pursuant to Section 6.12 and the costs and expenses of defending themselves
      against any claim in connection with the exercise or performance of any of
      their
      powers or duties hereunder, provided that:

     

    
      
        
        

      

      
        127

        
          

        

      

      
        
        

      

    

     

    (i)
       with
      respect to any such claim, the Trustee shall have given the Depositor, the
      Master Servicer, any NIMS Insurer and the Holders written notice thereof
      promptly after a Responsible Officer of the Trustee shall have knowledge thereof
      provided
      that the
      failure to provide such prompt written notice shall not affect the Trustee’s
      right to indemnification hereunder;

     

    (ii)
       while
      maintaining control over its own defense, the Trustee shall cooperate and
      consult fully with the Depositor, the Master Servicer and any NIMS Insurer
      in
      preparing such defense; and

     

    (iii)
       notwithstanding
      anything to the contrary in this Section 6.11, the Trust Fund shall not be
      liable for settlement of any such claim by the Trustee entered into without
      the
      prior consent of the Depositor, the Master Servicer and any NIMS Insurer, which
      consent shall not be unreasonably withheld.

     

    The
      Trustee shall be further indemnified by the Seller for and held harmless
      against, any loss, liability or expense arising out of, or in connection with,
      the provisions set forth in the fifth paragraph of Section 2.01(a) hereof,
      including, without limitation, all costs, liabilities and expenses (including
      reasonable legal fees and expenses) of investigating and defending itself
      against any claim, action or proceeding, pending or threatened, relating to
      the
      provisions of such paragraph.

     

    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 any investment income and earnings on the
      Certificate Account (other than any amounts earned during the Master Servicer
      Investment Period or required to be deducted in respect of the Custodial
      Compensation as provided in Section 4.04(c)). Deutsche Bank National Trust
      Company, in its capacity as Custodian, shall be entitled to the Custodial
      Compensation provided for in the Custodial Agreement which shall be paid by
      the
      Trustee as invoiced by the Custodian first from investment income and earnings
      on the Certificate Account (but only after payment first to the Master Servicer
      for any investment income or earnings on the Certificate Account during the
      Master Servicer Investment Period) and, if insufficient to pay the Custodial
      Compensation, as a corporate obligation of the Trustee. The Trustee shall be
      entitled to reimbursement of all reasonable expenses, disbursements and advances
      incurred or made by the Trustee in accordance with this Agreement (including
      fees and expenses of its counsel and all persons not regularly in its employment
      and any amounts described in Section 10.01 to which the Trustee is entitled
      as
      provided therein), except for expenses, disbursements and advances that either
      (i) do not constitute “unanticipated expenses” within the meaning of Treasury
      Regulation Section 1.860G-1(b)(3)(ii) or (ii) arise from its negligence, bad
      faith or willful misconduct. If the Custodial Compensation is not fully paid
      from (i) the Trustee’s own funds or (ii) investment income and earnings on
      amounts on deposit in the Certificate Account then prior to any distribution
      to
      Certificateholders pursuant to Section 5.02 hereof, the Trust Fund shall
      immediately reimburse the Trustee, or the Custodian, as applicable, upon demand
      for any such shortfall from amounts on deposit in the Certificate Account.
      To
      the extent required under Section 20 of the Custodial Agreement, the Trustee
      is
      hereby authorized to pay any indemnification amounts from amounts on deposit
      in
      the Certificate Account prior to any distributions to Certificateholders
      pursuant to Section 5.02 hereof.

     

    
      
        
        

      

      
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              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 amounts, it may withdraw such
      request.

     

    
      	
              Section
                6.14

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

            


    

     

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

     

    (i)
       Any
      failure by the Master Servicer to furnish to the Trustee the Mortgage Loan
      data
      sufficient to prepare the reports described in Section 4.03(a) (other than
      with
      respect to the information referred to in clauses (xviii), (xix), (xx) and
      (xxi)
      of such Section 4.03(a)) which continues unremedied for a period of two (2)
      Business Days after the date upon which written notice of such failure shall
      have been given to such Master Servicer by the Trustee or to such Master
      Servicer and the Trustee by the Holders of not less than 25% of the Class
      Principal Amount of each Class of Certificates affected thereby; or

     

    (ii)
       Any
      failure by the Master Servicer to duly perform, within the required time period
      and without notice, its obligations to provide any certifications required
      pursuant to Sections 9.25 and 9.26, which failure continues unremedied for
      a
      period of five (5) days from the date of delivery required with respect to
      such
      certification; or

     

    (iii)
       Except
      with respect to those items listed in clause (ii) above, any failure by the
      Master Servicer to duly perform, within the required time period, without notice
      or grace period, its obligations to provide any information, data or materials
      required to be provided hereunder pursuant to Sections 9.23 and 9.29(b),
      including any items required to be included in any Exchange Act report;
      or

     

    (iv)
       Any
      failure on the part of the Master Servicer duly to observe or perform in any
      material respect any other of the covenants or agreements on the part of the
      Master Servicer contained in this Agreement which continues unremedied for
      a
      period of 30 days after the date on which written notice of such failure,
      requiring the same to be remedied, shall have been given to the Master Servicer
      by the Trustee, or to the Master Servicer and the Trustee by the Holders of
      more
      than 50% of the Aggregate Voting Interests of the Certificates or by any NIMS
      Insurer; or

     

    
      
        
        

      

      
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    (v)
       A
      decree
      or order of a court or agency or supervisory authority having jurisdiction
      for
      the appointment of a conservator or receiver or liquidator in any insolvency,
      readjustment of debt, marshalling of assets and liabilities or similar
      proceedings, or for the winding-up or liquidation of its affairs, shall have
      been entered against the Master Servicer, and such decree or order shall have
      remained in force undischarged or unstayed for a period of 60 days or any Rating
      Agency reduces or withdraws or threatens to reduce or withdraw the rating of
      the
      Certificates because of the financial condition or loan servicing capability
      of
      such Master Servicer; or

     

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

     

    (vii)
       The
      Master Servicer shall admit in writing its inability to pay its debts generally
      as they become due, file a petition to take advantage of any applicable
      insolvency or reorganization statute, make an assignment for the benefit of
      its
      creditors or voluntarily suspend payment of its obligations; or

     

    (viii)
       The
      Master Servicer shall be dissolved, or shall dispose of all or substantially
      all
      of its assets, or consolidate with or merge into another entity or shall permit
      another entity to consolidate or merge into it, such that the resulting entity
      does not meet the criteria for a successor servicer as specified in Section
      9.27
      hereof; or

     

    (ix)
       If
      a
      representation or warranty set forth in Section 9.14 hereof shall prove to
      be
      incorrect as of the time made in any respect that materially and adversely
      affects the interests of the Certificateholders, and the circumstance or
      condition in respect of which such representation or warranty was incorrect
      shall not have been eliminated or cured within 30 days after the date on which
      written notice of such incorrect representation or warranty shall have been
      given to the Master Servicer by the Trustee, or to the Master Servicer and
      the
      Trustee by the Holders of more than 50% of the Aggregate Voting Interests of
      the
      Certificates or by any NIMS Insurer; or

     

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

     

    (xi)
       The
      Master Servicer has notice or actual knowledge that the Servicer at any time
      is
      not either a Fannie Mae- or Freddie Mac-approved Seller/Servicer, and the Master
      Servicer has not terminated the rights and obligations of the Servicer under
      the
      Servicing Agreement and replaced the Servicer with a Fannie Mae- or Freddie
      Mac-approved servicer within 60 days of the date the Master Servicer receives
      such notice or acquires such actual knowledge; or

     

    
      
        
        

      

      
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    (xii)
       After
      receipt of notice from the Trustee or any NIMS Insurer, any failure of the
      Master Servicer to remit to the Trustee any payment required to be made to
      the
      Trustee for the benefit of Certificateholders under the terms of this Agreement,
      including any Advance, on any Master Servicer Remittance Date which failure
      continues unremedied for a period of one Business Day (but in no event later
      than 12:00 p.m. New York City time on the related Distribution Date) after
      the
      date upon which 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 (xii) of this Section shall
      occur, then, in each and every case, subject to applicable law, so long as
      any
      such Event of Default shall not have been remedied within any period of time
      prescribed by this Section, the Trustee, by notice in writing to the Master
      Servicer may, and shall, if so directed by Certificateholders evidencing more
      than 50% of the Class Principal Amount of each Class of Certificates, terminate
      all of the rights and obligations of the Master Servicer hereunder and in and
      to
      the Mortgage Loans and the proceeds thereof. If an Event of Default described
      in
      clause (xii) of this Section shall occur, then, in each and every case, subject
      to applicable law,
      so long
      as such Event of Default shall not have been remedied within the time period
      prescribed by clause (xii) of this Section 6.14, the
      Trustee, by notice in writing to the Master Servicer, shall promptly terminate
      all 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 Servicing obligations to the Trustee; provided,
      further,
      the
      obligation to make Advances by the Trustee (as successor master servicer) shall
      be effective upon the Trustee providing notice of termination to the Master
      Servicer pursuant to this Section 6.14. The Trustee is hereby authorized and
      empowered to execute and deliver, on behalf of the defaulting Master Servicer
      as
      attorney-in-fact or otherwise, any and all documents and other instruments,
      and
      to do or accomplish all other acts or things necessary or appropriate to effect
      the purposes of such notice of termination, whether to complete the transfer
      and
      endorsement or assignment of the Mortgage Loans and related documents or
      otherwise. The defaulting Master Servicer agrees to cooperate with the Trustee
      in effecting the termination of the defaulting Master Servicer’s
      responsibilities and rights hereunder as Master Servicer including, without
      limitation, notifying the Servicer of the assignment of the master servicing
      function and providing the Trustee or its designee all documents and records
      in
      electronic or other form reasonably requested by it to enable the Trustee or
      its
      designee to assume the defaulting Master Servicer’s functions hereunder and the
      transfer to the Trustee or its designee for administration by it of all amounts
      which shall at the time be or should have been deposited by the defaulting
      Master Servicer in the Collection Account maintained by such defaulting Master
      Servicer and any other account or fund maintained with respect to the
      Certificates or thereafter received with respect to the Mortgage Loans. The
      Master Servicer being terminated (or the Trust Fund, if the Master Servicer
      is
      unable to fulfill its obligations hereunder) as a result of an Event of Default
      shall bear all costs of a master servicing transfer, including but not limited
      to those of the Trustee reasonably allocable to specific employees and overhead,
      legal fees and expenses, accounting and financial consulting fees and expenses,
      and costs of amending the Agreement, if necessary.

     

    
      
        
        

      

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

     

    Notwithstanding
      the termination of its activities as Master Servicer, each terminated Master
      Servicer shall continue to be entitled to reimbursement to the extent provided
      in Section 4.02 to the extent such reimbursement relates to the period prior
      to
      such Master Servicer’s termination.

     

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

     

    (b) Within
      90
      days of the time the Master Servicer receives a notice of termination from
      the
      Trustee pursuant to Section 6.14(a) or the Trustee receives the resignation
      of
      the Master Servicer evidenced by an Opinion of Counsel pursuant to Section
      9.28,
      the Trustee, unless another master servicer shall have been appointed, shall
      be
      the successor in all respects to the Master Servicer in its capacity as such
      under this Agreement and the transactions set forth or provided for herein
      and
      shall have all the rights and powers and be subject to all the responsibilities,
      duties and liabilities relating thereto and arising thereafter placed on the
      Master Servicer hereunder, including the obligation to make Advances;
provided,
      however,
      that any
      failure to perform such duties or responsibilities caused by the Master
      Servicer’s failure to provide information required by this Agreement shall not
      be considered a default by the Trustee hereunder. In addition, the Trustee
      shall
      have no responsibility for any act or omission of the Master Servicer prior
      to
      the issuance of any notice of termination and within a period of time not to
      exceed 90 days after the issuance of written notice of termination pursuant
      to
      Section 6.14(a) or Section 9.28 or for any breach of representation or warranty
      by such predecessor Master Servicer. The Trustee shall have no liability
      relating to the representations and warranties of the Master Servicer set forth
      in Section 9.14. In the Trustee’s capacity as such successor, the Trustee shall
      have the same limitations on liability herein granted to the Master Servicer.
      As
      compensation therefor, the Trustee shall be entitled to receive all compensation
      payable to the Master Servicer under this Agreement, including the Master
      Servicing Fee.

     

    
      
        
        

      

      
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    (c) Notwithstanding
      the above, the Trustee may, if it shall be unwilling to continue to so act,
      or
      shall, if it is unable to so act, petition a court of competent jurisdiction
      to
      appoint, or appoint on its own behalf any established housing and home finance
      institution servicer, master servicer, servicing or mortgage servicing
      institution having a net worth of not less than $15,000,000 and meeting such
      other standards for a successor master servicer as are set forth in this
      Agreement, as the successor to such Master Servicer in the assumption of all
      of
      the responsibilities, duties or liabilities of the Master Servicer hereunder.
      Such successor master servicer shall have no responsibility for any act or
      omission of the Master Servicer prior to such successor’s assumption of the
      Master Servicer’s rights and obligations hereunder and such successor master
      servicer shall also have no liability relating to the representations and
      warranties of the Master Servicer set forth in Section 9.14. Any entity
      designated by the Trustee as a successor master servicer may be an Affiliate
      of
      the Trustee; provided,
      however,
      that,
      unless such Affiliate meets the net worth requirements and other standards
      set
      forth herein for a successor master servicer or the Trustee, in its individual
      capacity shall agree, at the time of such designation, to be and remain liable
      to the Trust Fund for such Affiliate’s actions and omissions in performing its
      duties hereunder. In connection with such appointment and assumption, the
      Trustee may make such arrangements for the compensation of such successor out
      of
      payments on Mortgage Loans as it and such successor shall agree; provided,
      however,
      that no
      such compensation shall be in excess of that permitted to the Master Servicer
      hereunder. The Trustee and such successor shall take such actions, consistent
      with this Agreement, as shall be necessary to effectuate any such succession
      and
      may make other arrangements with respect to the servicing to be conducted
      hereunder which are not inconsistent herewith. The Master Servicer shall
      cooperate with the Trustee and any successor master servicer in effecting the
      termination of the Master Servicer’s responsibilities and rights hereunder
      including, without limitation, notifying Mortgagors of the assignment of the
      master servicing functions and providing the Trustee and successor master
      servicer, as applicable, all documents and records in electronic or other form
      reasonably requested by it to enable it to assume the Master Servicer’s
      functions hereunder and the transfer to the Trustee or such successor master
      servicer, as applicable, all amounts which shall at the time be or should have
      been deposited by the Master Servicer in the Collection Account and any other
      account or fund maintained with respect to the Certificates or the Lower Tier
      REMIC 1 Uncertificated Regular Interests or thereafter be received with respect
      to the Mortgage Loans. Neither the Trustee nor any other successor master
      servicer shall be deemed to be in default hereunder by reason of any failure
      to
      make, or any delay in making, any distribution hereunder or any portion thereof
      caused by (i) the failure of the Master Servicer to deliver, or any delay in
      delivering, cash, documents or records to it, (ii) the failure of the Master
      Servicer to cooperate as required by this Agreement, (iii) the failure of the
      Master Servicer to deliver the Mortgage Loan data to the Trustee as required
      by
      this Agreement or (iv) restrictions imposed by any regulatory authority having
      jurisdiction over the Master Servicer. 

     

    
      	
              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.

     

    
      
        
        

      

      
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              Section
                6.16

            	
              Waiver
                of Defaults.

            


    

     

    More
      than
      50% of the Aggregate Voting Interests of Certificateholders (with the consent
      of
      any NIMS Insurer) may waive any default or Event of Default by the Master
      Servicer in the performance of its obligations hereunder, except that a default
      in the making of any required deposit to the Certificate Account that would
      result in a failure of the Trustee to make any required payment of principal
      of
      or interest on the Certificates may only be waived with the consent of 100%
      of
      the affected Certificateholders and with the consent of any NIMS Insurer. Upon
      any such waiver of a past default, such default shall cease to exist, and any
      Event of Default arising therefrom shall be deemed to have been remedied for
      every purpose of this Agreement. No such waiver shall extend to any subsequent
      or other default or impair any right consequent thereon except to the extent
      expressly so waived.

     

    
      	
              Section
                6.17

            	
              Notification
                to Holders.

            


    

     

    Upon
      termination of the Master Servicer or appointment of a successor to the Master
      Servicer, in each case as provided herein, the Trustee shall promptly mail
      notice thereof by first class mail to the Certificateholders at their respective
      addresses appearing on the Certificate Register, any NIMS Insurer, the Swap
      Counterparty and the Cap Counterparty. The Trustee shall also, within 45 days
      after the occurrence of any Event of Default known to a Responsible Officer
      of
      the Trustee, give written notice thereof to any NIMS Insurer and the
      Certificateholders, unless such Event of Default shall have been cured or waived
      prior to the issuance of such notice and within such 45-day period.

     

    
      	
              Section
                6.18

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

            


    

     

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

     

    
      
        
        

      

      
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              Section
                6.19

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

            


    

     

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

     

    
      	
              Section
                6.20

            	
              Preparation
                of Tax Returns and Other
                Reports.

            


    

     

    (a) The
      Trustee shall prepare or cause to be prepared on behalf of the Trust Fund,
      based
      upon information calculated in accordance with this Agreement pursuant to
      instructions given by the Depositor, and the Trustee shall file federal tax
      returns, all in accordance with Article X hereof. The Trustee shall prepare
      and
      file required state income tax returns and such other returns as may be required
      by applicable law relating to the Trust Fund, and, if required by state law,
      and
      shall file any other documents to the extent required by applicable state tax
      law (to the extent such documents are in the Trustee’s possession). The Trustee
      shall forward copies to the Depositor of all such returns and Form 1099
      supplemental tax information and such other information within the Trustee’s
      control as the Depositor may reasonably request in writing and shall distribute
      to each Certificateholder such forms and furnish such information within the
      control of the Trustee as are required by the Code and the REMIC Provisions
      to
      be furnished to them, and will prepare and distribute to Certificateholders
      Form
      1099 (supplemental tax information) (or otherwise furnish information within
      the
      control of the Trustee) to the extent required by applicable law. The Master
      Servicer shall indemnify the Trustee for any liability of or assessment against
      the Trustee resulting from any error in any of such tax or information returns
      directly resulting from errors in the information provided by such Master
      Servicer.

     

    (b) The
      Trustee shall prepare and file with the Internal Revenue Service (“IRS”), on
      behalf of the Trust Fund and each of the REMICs specified in the Preliminary
      Statement, 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 for each REMIC, shall upon request promptly
      forward a copy of such notice to the Master Servicer and the Depositor. The
      Trustee shall have no obligation to verify the information in any Form 8811
      or
      Form SS-4 filing.

     

    
      
        
        

      

      
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    (c) The
      Depositor shall prepare or cause to be prepared the initial current report
      on
      Form 8-K. Thereafter, within 10 days (or, if applicable, within such shorter
      period of time as is required under the rules of the Commission as in effect
      from time to time (the “Rules”)) following each Distribution Date, the Trustee
      shall, in accordance with industry standards and the Rules, prepare and file
      with the Commission via the Electronic Data Gathering and Retrieval System
      (“EDGAR”) the reports listed in subsections (d) through (f) of this Section 6.20
      in respect of the Trust Fund as and to the extent required under the Exchange
      Act each of which reports and any amendment thereof shall be signed by the
      Exchange Act Signing Party.

     

    (d) Reports
      Filed on Form 10-D.

     

    (i)
       Within
      15
      days following each Distribution Date (or such later date as may be permissible
      due to an extension of the filing deadline under the Exchange Act), the Trustee
      will prepare and file a distribution report on Form 10-D (a “Distribution
      Report”) with respect to the Trust Fund, which Distribution Report shall include
      (A) a copy of the Distribution Date Statement prepared by the Trustee in respect
      of the related Distribution Date detailing all applicable data elements
      specified in Item 1121(a) of Regulation AB other than those data elements
      specified in Item 1121(a)(11), (12) and (14) and (B) the following additional
      information, data and material required to be included in the Distribution
      Report on Form 10-D for such Distribution Date; provided
      that the
      Trustee shall have received from the Depositor, the Sponsor, the Master
      Servicer, the Servicer, any Custodian, the Credit Risk Manager, the Swap
      Counterparty, the Cap Counterparty or any Subservicer or Subcontractor therefor
      no later than three Business Days after the related Distribution Date such
      following information, data and materials in a form suitable for conversion
      to
      the format required for filing with the Commission via EDGAR (i.e. not in
      Adobe/.pdf form) required to be included in the Distribution Report on Form
      10-D
      for such Distribution Date:

     

    (1) Item
      1 -
      Distribution and Pool Performance Information (each of the data elements
      specified in Item 1121(a)(11), (12) and (14) of Regulation AB);

     

    (2) Item
      2 -
      Legal Proceedings (information required by Item 1117 of Regulation
      AB);

     

    (3) Item
      3 -
      Sale of Securities and Use of Proceeds (information required by Item 2 of Part
      II of Form 10-Q);

     

    (4) Item
      4 -
      Defaults Upon Senior Securities (information required by Item 3 of Part II
      of
      Form 10-Q);

     

    (5) Item
      5 -
      Submission of Matters to a Vote of Security Holders (information required by
      Item 4 of Part II of Form 10-Q);

     

    (6) Item
      6 -
      Significant Obligors of Pool Assets (information required by Item 1112(b) of
      Regulation AB);

     

    (7) Item
      7 -
      Significant Enhancement Provider Information (information required by Items
      1114(b)(2) and 1115(b) of Regulation AB);

     

    
      
        
        

      

      
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    (8) Item
      8 -
      Other Information (all other information required to be disclosed on Form 8-K
      during the period covered by the report and not yet reported); and 

     

    (9) Item
      9 -
      Exhibits (all exhibits required to be filed by Form 10-D and Item 601 of
      Regulation S-K other than the Distribution Date Statement to be provided by
      the
      Trustee).

     

    (ii)
       After
      preparing the Form 10-D, the Trustee shall forward electronically a draft copy
      of the Form 10-D to the Exchange
      Act Signing Party for review and approval. If the Master Servicer is the
      Exchange Act Signing Party and the Form 10-D includes Additional Form 10-D
      Disclosure, then the Form 10-D shall also be electronically distributed to
      the
      Depositor for review and approval. No later than two Business Days prior to
      the
      15th calendar day after the related Distribution Date, a duly authorized
      representative of the Exchange Act Signing Party shall sign the Form 10-D and
      return an electronic or fax copy of such signed Form 10-D (with an original
      executed hard copy to follow by overnight mail) to the Trustee.
      If a
      Form 10-D cannot be filed on time or if a previously filed Form 10-D needs
      to be
      amended, the Trustee will follow the procedures set forth in subsection (g)(ii)
      of this Section 6.20. Promptly (but no later than one Business Day) after filing
      with the Commission, the Trustee will make available on its internet website
      a
      final executed copy of each Form 10-D filed by the Trustee. Each party to this
      Agreement acknowledges that the performance by the Trustee of its duties under
      this Section 6.20(d) related to the timely preparation and filing of Form 10-D
      is contingent upon such parties strictly observing all applicable deadlines
      in
      the performance of their duties under this Section 6.20(d). The Trustee shall
      have no liability for any loss, expense, damage, claim arising out of or with
      respect to any failure to properly prepare and/or timely file such Form 10-D,
      where such failure results from the Trustee’s inability or failure to obtain or
      receive, on a timely basis, any information from any other party hereto needed
      to prepare or file such Form 10-D, not resulting from its own negligence, bad
      faith or willful misconduct. The Trustee shall not be responsible (1) for the
      content of any of the information provided pursuant to clauses (d)(i)(1) -
      (9)
      above (unless such item is provided by and specific to the Trustee, in which
      case the Trustee will be responsible for the content of such information;
provided
      that
      such
      information is not revised without the prior consent of the Trustee), (2) for
      determining whether any such information is required to be included in any
      Form
      10-D (unless such item is provided by and specific to the Trustee, in which
      case
      the Trustee will be responsible for such determination), (3) for reformatting
      any information that is not in a form suitable for conversion to the format
      required for filing with the Commission via EDGAR (such as information that
      is
      provided only in Adobe/.pdf form) or (4) for the failure to include any
      information if it is not provided to the Trustee on a timely basis (unless
      such
      item is specific to the Trustee, in which case the Trustee will be responsible
      for the failure to include such information, unless such information is not
      included in the final Form 10-D without the consent of the
      Trustee).

     

    
      
        
        

      

      
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    (e) Reports
      Filed on Form 10-K.

     

    (i)
       On
      or
      prior to the 90th
      day
      after the end of each fiscal year of the Trust Fund or such earlier date as
      may
      be required by the Exchange Act (the “10-K Filing Deadline”) (it being
      understood that the fiscal year for the Trust Fund ends on December
      31st
      of each
      year), commencing in March 2008, and, unless and until a Form 15 Suspension
      Notification shall have been filed, the Trustee shall prepare and file (but
      will
      not execute) a Form 10-K in respect of the Trust Fund, which shall include
      the
      certification required pursuant to Rule 13a-14 under the Exchange Act (the
“Form
      10-K Certification”) signed by an appropriate party or parties (which Form 10-K
      Certification the Trustee shall not be required to prepare or sign) and such
      other information as is required by the Rules; provided
      that the
      Trustee shall have received from the Depositor, the Servicer, the Custodian,
      each Additional Servicer, the Credit Risk Manager, any Servicing Function
      Participant, the Paying Agent (if other than the Trustee) and the Master
      Servicer (each, a “Reporting Servicer”), no later than March 15 of each calendar
      year prior to the filing deadline for such Annual Report, all information,
      data,
      assessments of compliance, accountant’s attestations and exhibits required to be
      provided or filed with such Annual Report including information, data,
      assessments of compliance, accountant’s attestations and exhibits required to be
      provided in connection with the following Items and other filing requirements
      of
      Form 10-K:

     

    (A) Item
      9B -
      Other Information (information required to be reported on Form 8-K in the fourth
      quarter but not reported);

     

    (B) Item
      15 -
      Exhibits and Financial Statement Schedules (including all exhibits required
      to
      be filed pursuant to Item 601 of Regulation S-K under the Exchange Act other
      than the certification specified in Item 601(b)(31)(ii) of Regulation S-K and
      the Assessment of Compliance, Attestation Report, and Compliance Statement
      specified in Item 601(b)(33), (34) and (35) of Regulation S-K with respect
      to
      those Servicing Criteria as to which the Trustee is the Item 1122 Responsible
      Party); 

     

    (C) Significant
      Obligor Financial Information (Item 1112(b) of Regulation AB);

     

    (D) Significant
      Enhancement Provider Financial Information (Items 1114(b)(2) and 1115(b) of
      Regulation AB);

     

    (E) Legal
      Proceedings (Item 1117 of Regulation AB);

     

    (F) Affiliations
      and Certain Relationships and Related; Transactions (Item 1119 of Regulation
      AB);

     

    (G) Compliance
      with Relevant Servicing Criteria (Item 1122 of Regulation AB); and

     

    (H) Servicer
      Compliance Statement (Item 1123 of Regulation AB).

     

    
      
        
        

      

      
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    (ii)
       After
      preparing the Form 10-K, the Trustee shall forward electronically a draft copy
      of the Form 10-K to the Exchange Act Signing Party for review and approval.
      If
      the Master Servicer is the Exchange Act Signing Party and the Form 10-K includes
      Additional Form 10-K Disclosure, then the Form 10-K shall also be electronically
      distributed to the Depositor for review and approval. No later than the close
      of
      business New York City time on the fourth Business Day prior to the 10-K Filing
      Deadline, a senior officer of the Exchange Act Signing Party shall sign the
      Form
      10-K and return an electronic or fax copy of such signed Form 10-K (with an
      original executed hard copy to follow by overnight mail) to the Trustee. If
      a
      Form 10-K cannot be filed on time or if a previously filed Form 10-K needs
      to be
      amended, the Trustee will follow the procedures set forth in subsection (g)
      of
      this Section 6.20. Promptly (but no later than one Business Day) after filing
      with the Commission, the Trustee will make available on its internet website
      a
      final executed copy of each Form 10-K filed by the Trustee. The parties to
      this
      Agreement acknowledge that the performance by the Trustee of its duties under
      this Section 6.20(e) related to the timely preparation and filing of Form 10-K
      is contingent upon such parties (and any Additional Servicer or Servicing
      Function Participant) strictly observing all applicable deadlines in the
      performance of their duties under this Section 6.20(e), Section 9.25(a), Section
      9.25(b) and Section 9.26. The Trustee shall have no liability for any loss,
      expense, damage, claim arising out of or with respect to any failure to properly
      prepare and/or timely file such Form 10-K, where such failure results from
      the
      Trustee’s inability or failure to obtain or receive, on a timely basis, any
      information from any other party hereto needed to prepare, arrange for execution
      or file such Form 10-K, not resulting from its own negligence, bad faith or
      willful misconduct. The Trustee shall not be responsible (1) for the content
      of
      any of the information provided pursuant to clauses (e)(i)(A) - (H) above
      (unless such item is provided by and specific to the Trustee or its
      Subcontractor, in which case the Trustee will be responsible for the content
      of
      such information; provided
      that
      such
      information is not revised without the prior consent of the Trustee), (2) for
      determining whether any such information is required to be included in any
      Form
      10-K (unless such information is specific to the Trustee, in which case the
      Trustee shall be responsible for making such a determination), (3) for
      reformatting any information that is not in a form suitable for conversion
      to
      the format required for filing with the Commission via EDGAR (such as
      information that is provided only in Adobe/.pdf form) or (4) for the failure
      to
      include any information if it is not provided to the Trustee on a timely basis
      (unless such item is specific to the Trustee, in which case the Trustee will
      be
      responsible for the failure to include such information, unless such information
      is not included in the final Form 10-K without the consent of the
      Trustee).

     

    (iii)
       Unless
      a
      Form 15 Suspension Notification with respect to the Trust Fund has been filed,
      if so requested, on or prior to March 15th
      of each
      year, beginning in March 2008, the Trustee shall sign a certification in the
      form attached hereto as Exhibit Q (the “Back-up Certification”) for the benefit
      of the Exchange Act Signing Party and the Person who signs the Form 10-K
      Certification (the “Certifying Party”) regarding certain aspects of such Form
      10-K Certification, upon which the Exchange Act Signing Party and the Certifying
      Party can reasonably rely (provided,
      however,
      that the
      Trustee shall not be required to undertake an analysis of, and shall have no
      responsibility for, any financial information, the accountant’s report,
      certification or other materials contained therein, except for those
      computations prepared by the Trustee and reflected in the distribution report).
      Nothing in this Section 6.20(e)(iii) shall relieve the Trustee of its
      responsibility for the matters as to which it is certifying in the form attached
      hereto as Exhibit Q. 

     

    
      
        
        

      

      
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    (iv)
       Each
      person (including their officers or directors) that signs any Form 10-K
      Certification shall be entitled to indemnification from the Trust Fund for
      any
      liability or expense incurred by it in connection with such certification,
      other
      than any liability or expense attributable to such Person’s own bad faith,
      negligence or willful misconduct. The provisions of this subsection shall
      survive any termination of this Agreement and the resignation or removal of
      such
      Person.

     

    (f) Reports
      Filed on Form 8-K.

     

    (i)
       Within
      four Business Days after the occurrence of an event requiring disclosure on
      Form
      8-K (each such event, a “Reportable Event”), at the written direction and
      expense of the Depositor, the Trustee shall prepare and file Current Reports
      on
      Form 8-K in respect of the Trust Fund, as required by the Exchange Act;
provided
      that the
      Depositor shall have timely notified the Trustee of an item reportable on a
      Current Report on Form 8-K and shall have delivered to the Trustee no later
      than
      two Business Days prior to the filing deadline for such Current Report, all
      information, data, and exhibits required to be provided or filed with such
      Current Report (“Form 8-K Disclosure Information”), including, particularly,
      information, data and exhibits, in a form suitable for conversion to the format
      required for filing with the Commission via EDGAR (i.e. not in Adobe/.pdf form),
      required to be provided in connection with the following Items of Form
      8-K:

     

    (A) Item
      1.01
      - Entry into a Material Definitive Agreement;

     

    (B) Item
      1.02
      - Termination of a Material Definitive Agreement;

     

    (C) Item
      1.03
      - Bankruptcy or Receivership;

     

    (D) Item
      2.04
      - Triggering Events that Accelerate or Increase a Direct Financial Obligation
      or
      an Obligation under an Off-Balance Sheet Arrangement;

     

    (E) Item
      3.03
      - Material Modification to Rights of Security Holders;

     

    (F) Item
      5.03
      - Amendments of Articles of Incorporation or Bylaws; Change of Fiscal
      Year;

     

    (G) Item
      6.02
      - Change in Servicer or Trustee;

     

    (H) Item
      6.03
      - Change in Credit Enhancement or Other External Support;

     

    (I) Item
      6.04
      - Failure to Make a Required Distribution;

     

    
      
        
        

      

      
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    (J) Item
      6.05
      - Securities Act Updating Disclosure;

     

    (K) Item
      7.01
      - Reg FD Disclosure;

     

    (L) Item
      8.01
      - Other Events; and

     

    (M) Item
      9.01
      - Financial Statements and Exhibits. 

     

    (ii)
       After
      preparing the Form 8-K, the Trustee shall forward electronically, no later
      than
      Noon New York City time on the third Business Day after the Reportable Event,
      a
      draft copy of the Form 8-K to the Exchange Act Signing Party for review and
      approval. If the Master Servicer is the Exchange Act Signing Party, then the
      Form 8-K shall also be electronically distributed to the Depositor for review
      and approval. No later than 1:00 p.m. New York City time on the fourth Business
      Day after the Reportable Event, a duly authorized officer of the Exchange Act
      Signing Party shall sign the Form 8-K and return an electronic or fax copy
      of
      such signed Form 8-K (with an original executed hard copy to follow by overnight
      mail) to the Trustee. If a Form 8-K cannot be filed on time or if a previously
      filed Form 8-K needs to be amended, the Trustee will follow the procedures
      set
      forth in subsection (g) of this Section 6.20. Promptly (but no later than one
      Business Day) after filing with the Commission, the Trustee will make available
      on its internet website a final executed copy of each Form 8-K. The parties
      to
      this Agreement acknowledge that the performance by the Trustee of its duties
      under this Section 6.20(f) related to the timely preparation and filing of
      Form
      8-K is contingent upon such parties strictly observing all applicable deadlines
      in the performance of their duties under this Section 6.20(f). The Trustee
      shall
      have no liability for any loss, expense, damage or claim arising out of or
      with
      respect to any failure to properly prepare and/or timely file such Form 8-K,
      where such failure results from the Trustee’s inability or failure to obtain or
      receive, on a timely basis, any information from any other party hereto needed
      to prepare or file such Form 8-K, not resulting from its own negligence, bad
      faith or willful misconduct. The Trustee shall not be responsible (1) for the
      content of any of the information provided pursuant to clauses (f)(i)(A) -
      (J)
      above (unless such item is provided by and specific to the Trustee or its
      Subcontractor, in which case the Trustee will be responsible for the content
      of
      such information; provided
      that
      such information is not revised without the prior consent of the Trustee),
      (2)
      for determining what information is required to be filed on a Form 8-K in
      connection with the transactions contemplated by this Agreement (unless such
      information is specific to the Trustee, in which case the Trustee will be
      responsible for making such a determination, unless such information is not
      included in the final Form 8-K without the consent of the Trustee), (3) for
      reformatting any information that is not in a form suitable for conversion
      to
      the format required for filing with the Commission via EDGAR (such as
      information that is provided only in Adobe/.pdf form) or (4) for any late filing
      of a Form 8-K in the event that it does not receive all information, data,
      signatures and exhibits required to be provided or filed on or prior to the
      second Business Day prior to the applicable filing deadline.

     

    
      
        
        

      

      
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    (g) Delisting;
      Amendments; Late Filings.

     

    (i)
       Prior
      to
      January 30 of the first year in which the Trustee is able to do so under
      applicable law, unless otherwise directed by the Depositor in writing, the
      Trustee shall prepare and file a Form 15 relating to the automatic suspension
      of
      reporting in respect of the Trust Fund under the Exchange Act. The Paying Agent
      (if other than the Trustee) is entitled to assume that a Form 15 will be filed
      for such year unless the Trustee notifies the Paying Agent that a Form 15 will
      not be filed.

     

    (ii)
       In
      the
      event that the Trustee becomes aware that it will be unable to timely file
      with
      the Commission all or any required portion of any Form 8-K, 10-D or 10-K
      required to be filed by this Agreement because required disclosure information
      was either not delivered to it or delivered to it after the delivery deadlines
      set forth in this Agreement or for any other reason, the Trustee will
      immediately notify the Depositor. In the case of Form 10-D and 10-K, the parties
      to this Agreement and the Servicer will cooperate to prepare and file a Form
      12b-25 and a Form 10-D/A and Form 10-K/A as applicable, pursuant to Rule 12b-25
      of the Exchange Act. In the case of Form 8-K, the Trustee will, upon receipt
      of
      all required Form 8-K Disclosure Information and upon the approval and direction
      of the Depositor, include such disclosure information on the next Form 10-D.
      In
      the event that any previously filed Form 8-K, 10-D or 10-K needs to be amended,
      the Trustee will notify the Depositor and any applicable party affected thereby
      and such parties will cooperate to prepare any necessary Form 8-K/A, 10-D/A
      or
      10-K/A. Any Form 15, Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K
      shall be signed by a senior officer or a duly authorized representative, as
      applicable, of the Exchange Act Signing Party. The parties to this Agreement
      acknowledge that the performance by the Trustee of its duties under this Section
      6.20(g) related to the timely preparation and filing of Form 15, a Form 12b-25
      or any amendment to Form 8-K, 10-D or 10-K is contingent upon each such party
      performing its duties under this Section. The Trustee shall have no liability
      for any loss, expense, damage, 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.

     

    (h) The
      Trustee, with the prior consent of the Depositor, may include in any Exchange
      Act report all relevant information, data, and exhibits as the Trustee may
      receive in connection with such report irrespective of any provision that may
      permit the exclusion of such material. For example, the Trustee, with the prior
      consent of the Depositor, may file all Assessments of Compliance, Attestation
      Reports and Compliance Statements timely received from any Item 1122 Responsible
      Party irrespective of any applicable minimum pool asset percentage requirement
      for disclosure related to such Item 1122 Responsible Party.

     

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

     

    
      
        
        

      

      
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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. Any notice delivered
      pursuant to this Section 6.20 may be by fax or electronic copy notwithstanding
      the notice provisions of Section 11.07.

     

    
      	
              Section
                6.21

            	
              Reporting
                Requirements of the Commission.

            


    

     

    Each
      of
      the parties hereto acknowledges and agrees that the purpose of Sections 6.01
      and
      6.20 of this Agreement is to facilitate compliance by the Sponsor, the Master
      Servicer, the Depositor and the Trustee with the provisions of Regulation AB,
      as
      such may be amended or clarified from time to time. Therefore, each of the
      parties agrees that (a) the obligations of the parties hereunder shall be
      interpreted in such a manner as to accomplish compliance with Regulation AB,
      (b)
      the parties’ obligations hereunder will be supplemented and modified as
      necessary to be consistent with any such amendments, interpretive advice or
      guidance from the Commission, convention or consensus among active participants
      in the asset-backed securities markets, or otherwise in respect of the
      requirements of Regulation AB and (c) the parties shall comply with reasonable
      requests made by the Sponsor, the Master Servicer, the Depositor or the Trustee
      for delivery of additional or different information, to the extent such
      information is available or reasonably attainable, as the Sponsor, the Master
      Servicer, the Depositor or the Trustee may determine in good faith is necessary
      to comply with the provisions of Regulation AB.

     

    
      	
              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.

     

    
      
        
        

      

      
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    ARTICLE
      VII

     

    PURCHASE
      OF MORTGAGE LOANS AND

    TERMINATION
      OF THE TRUST FUND

     

    
      	
              Section
                7.01

            	
              Purchase
                of Mortgage Loans; Termination of Trust Fund Upon Purchase or Liquidation
                of All Mortgage Loans;
                Purchase of Lower Tier REMIC 1 Uncertificated Regular
                Interests.

            


    

     

    (a) The
      respective obligations and responsibilities of the Trustee and the Master
      Servicer created hereby (other than the obligation of the Trustee to make
      payments to Certificateholders and the Swap Counterparty as set forth in Section
      7.02, the obligation of the Master Servicer to make a final remittance to the
      Trustee pursuant to Section 4.01, and the obligations of the Master Servicer
      to
      the Trustee pursuant to Sections 9.10, 9.14 and 9.31) shall terminate on the
      earliest of (i) the final payment or other liquidation of the last Mortgage
      Loan
      remaining in the Trust Fund and the disposition of all REO Property, (ii) the
      sale of the property held by the Trust Fund in accordance with Section 7.01(b)
      and (iii) the Latest Possible Maturity Date (each, a “Trust Fund Termination
      Event”); provided,
      however,
      that in
      no event shall the Trust Fund created hereby continue beyond the expiration
      of
      21 years from the death of the last survivor of the descendants of Joseph P.
      Kennedy, the late Ambassador of the United States to the Court of St. James’s,
      living on the date hereof. Upon the occurrence of a Trust Fund Termination
      Event, each REMIC shall be terminated in a manner that shall qualify as a
“qualified liquidation” under the REMIC Provisions.

     

    (b) On
      any
      Distribution Date occurring on or after the Initial Optional Termination Date,
      the Master Servicer or LTURI-holder, as applicable, with the prior written
      consent of any NIMS Insurer and the Seller, which consent shall not be
      unreasonably withheld, has the option to cause the Trust Fund to adopt a plan
      of
      complete liquidation pursuant to Section 7.03(a)(i) hereof to sell all of its
      property (each such option, a “Call Option”); provided,
      however,
      that
      any purchase of the Trust Fund’s property on or before the Distribution Date
      that is one year after the Initial Optional Termination Date shall be made
      by
      the Bid Holder pursuant to Section 7.01(d) below. Upon exercise of such option,
      the property of the Trust Fund shall be sold to the Master Servicer at a price
      (the “Termination Price”) equal to the sum of (i) 100% of the unpaid principal
      balance of each Mortgage Loan on the day of such purchase plus interest accrued
      thereon at the applicable Mortgage Rate with respect to any Mortgage Loan to
      the
      Due Date in the Collection Period immediately preceding the related Distribution
      Date to the date of such repurchase, (ii) the fair market value of any REO
      Property and any other property held by any REMIC, such fair market value to
      be
      determined by an independent appraiser or appraisers mutually agreed upon by
      the
      Master Servicer, any NIMS Insurer and the Trustee (reduced, in the case of
      REO
      Property, by (1) reasonably anticipated disposition costs and (2) any amount
      by
      which the fair market value as so reduced exceeds the outstanding principal
      balance of the related Mortgage Loan plus interest accrued thereon at the
      applicable Net Mortgage Rate to the date of such purchase), (iii) any
      unreimbursed Servicing Advances and (iv) any Swap Termination Payment payable
      to
      the Swap Counterparty as a result of a termination pursuant to this Section
      7.01; provided,
      however, if
      there
      are any NIM Securities outstanding, the Master Servicer may only exercise its
      option after receiving the prior written consent of the holders of such NIM
      Securities and, if such consent is given, the Termination Price shall also
      include an amount equal to the sum of (1) any accrued interest on the NIM
      Securities, (2) the unpaid principal balance of any such NIM Securities and
      (3)
      any other reimbursable expenses owed by the issuer of the NIM Securities (the
      “NIM Redemption Amount”). The Master Servicer, the Servicer, the Trustee and the
      Custodian shall be reimbursed from the Termination Price for any Mortgage Loan
      or related REO Property for any Advances made or other amounts advanced with
      respect to the Mortgage Loans that are reimbursable to any such entity under
      this Agreement, the Servicing Agreement or the Custodial Agreement, together
      with any accrued and unpaid compensation and any other amounts due to the Master
      Servicer or the Trustee hereunder or the Servicer or the Custodian. If the
      Master Servicer fails to exercise such option, the NIMS Insurer will have the
      right to cause the Master Servicer to exercise such option, to the extent
      provided in the insurance agreement related to the NIM Securities among the
      Master Servicer, the Trustee and the NIMS Insurer, so long as such NIMS Insurer
      is insuring the NIM Securities or is owed any amounts in connection with such
      guaranty of the NIM Securities. If the NIMS Insurer directs the Master Servicer
      to exercise its right to cause the Trust Fund to adopt a plan of complete
      liquidation as described above, then (i) the Master Servicer shall cause the
      Trust Fund to adopt a plan of complete liquidation as described above, (ii)
      the
      NIMS Insurer shall remit the Termination Price in immediately available funds
      to
      the Master Servicer at least three Business Days prior to the applicable
      Distribution Date and, upon receipt of such funds from the NIMS Insurer, the
      Master Servicer shall promptly deposit such funds in the Collection Account
      and
      (iii) upon termination of the Trust Fund, the Trustee will transfer the property
      of the Trust Fund to the NIMS Insurer. The NIMS Insurer shall be obligated
      to
      reimburse the Master Servicer and the Trustee for its reasonable out-of-pocket
      expenses incurred in connection with its termination of the Trust Fund at the
      direction of the NIMS Insurer and shall indemnify and hold harmless the Master
      Servicer and the Trustee for any losses, liabilities or expenses resulting
      from
      any claims arising out of or relating to the Master Servicer’s termination of
      the Trust Fund 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 negligence, bad faith or willful misconduct.

     

    
      
        
        

      

      
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    (c) On
      any
      Distribution Date occurring on or after the Initial Optional Termination Date
      and provided there are no NIM Securities outstanding, the Master Servicer,
      with
      the prior written consent of the Seller, which consent shall not be unreasonably
      withheld, has the option (the “Regular Interest Purchase Option”) to purchase
      all of the Lower Tier REMIC 1 Uncertificated Regular Interests. Upon exercise
      of
      such option, the Lower Tier REMIC 1 Uncertificated Regular Interests shall
      be
      sold to the Master Servicer at a price (the “Lower Tier REMIC 1 Uncertificated
      Regular Interests Purchase Price”) equal to the sum of (i) 100% of the unpaid
      principal balance of each Mortgage Loan on the day of such purchase plus
      interest accrued thereon at the applicable Mortgage Rate with respect to any
      Mortgage Loan to the Due Date in the Collection Period immediately preceding
      the
      related Distribution Date to the date of such repurchase and (ii) the fair
      market value of any REO Property and any other property held by any REMIC,
      such
      fair market value to be determined by an independent appraiser or appraisers
      mutually agreed upon by the Master Servicer, any NIMS Insurer and the Trustee
      (reduced, in the case of REO Property, by (1) reasonably anticipated disposition
      costs and (2) any amount by which the fair market value as so reduced exceeds
      the outstanding principal balance of the related Mortgage Loan plus interest
      accrued thereon at the applicable Net Mortgage Rate to the date of such
      purchase). If the Master Servicer elects to exercise such option, each REMIC
      created pursuant to this Agreement (other than REMIC 1) shall be terminated
      in
      such a manner so that the termination of each such REMIC shall qualify as a
      “qualified liquidation” under the REMIC Provisions and the Lower Tier REMIC 1
      Uncertificated Regular Interests and the Class LT-R Certificates will evidence
      the entire beneficial interest in the property of the Trust Fund. Following
      a
      purchase of the Lower Tier REMIC 1 Uncertificated Regular Interests pursuant
      to
      this subsection, the Trust Fund (and REMIC 1) will remain outstanding and final
      payment on the Certificates (other than the Class LT-R Certificates) will be
      made in accordance with Sections 7.03(a)(iii) and 5.02. The Trust Fund will
      terminate upon the occurrence of a Trust Fund Termination Event, in accordance
      with Section 7.01(a).

     

    
      
        
        

      

      
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    (d) (i)
      Prior
      to exercising the Call Option pursuant to Section 7.01(b) or the Regular
      Interests Purchase Option pursuant to Section 7.01(c), the Master Servicer
      shall
      on the first Business Day of the month of the occurrence of the Initial Optional
      Termination Date, and for so long as the Master Servicer shall not have
      exercised the Call Option or the Regular Interests Purchase Option, on the
      first
      Business Day of each succeeding month (each, a “Bid Month”), the Master Servicer
      shall give written notice in the form attached hereto as Exhibit Y (the “Call
      Option Notice”) to each Call Option Holder.

     

    (ii)
       Not
      later
      than three (3) Business Days prior to the related Bid Due Date, the Master
      Servicer shall give written notice to each Call Option Holder of the Termination
      Price for the related Distribution Date. 

     

    (iii)
       Not
      later
      than the 15th day (or if such date is not a Business Day, the immediately
      succeeding Business Day) of each Bid Month (the “Bid Due Date”), if any Call
      Option Holder desires that the Master Servicer exercise the option to purchase
      the Mortgage Loans and certain other property of the Trust Fund, such Call
      Option Holder shall give written notice in the form attached hereto as Exhibit
      Z
      (the “Purchaser Call Option Notice”) to the Master Servicer, requesting that the
      Master Servicer exercise such option on behalf of such Call Option Holder.
      The
      Purchaser Call Option Notice shall include the amount to be paid by a Call
      Option Holder with respect to the proceeds or assets to be received by the
      Master Servicer for the Mortgage Loans and certain other property of the Trust
      Fund (the “Bid Price”); provided,
      that
      the Bid Price must be equal to or greater than the Termination
      Price.

     

    (iv)
       One
      (1)
      Business Day after the related Bid Due Date, the Master Servicer shall notify
      the Call Option Holder, if any, that has submitted the highest Bid Price (the
      “Bid Holder”) that such Bid Holder has the right to direct the Master Servicer
      to exercise the option to purchase the Mortgage Loans and certain other property
      of the Trust Fund. The Master Servicer shall thereafter notify any Call Option
      Holder that did not submit the highest Bid Price (or did not submit a Purchaser
      Call Option Notice) of the amount of the highest Bid Price. If two or more
      Call
      Option Holder shall have bid the same Bid Price, the Bid Holder shall be the
      Call Option Holder with the greater Percentage Interest in the NIM Residual
      Securities or Class X Certificates, as applicable. If the Master Servicer does
      not receive any Purchaser Call Option Notices by such Bid Due Date, or if no
      Purchaser Call Option Notice specifies a Bid Price equal to or greater than
      the
      Termination Price, then the Master Servicer shall not exercise the option to
      purchase the Mortgage Loans and certain other property of the Trust Fund on
      such
      Distribution Date (other than in accordance with clause (vii)
      below).

     

    
      
        
        

      

      
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    (v)
       Not
      later
      than three (3) Business Days immediately preceding the Distribution Date in
      the
      related Bid Month, the Bid Holder shall remit the Bid Price as specified in
      the
      Purchaser Call Option Notice to the Master Servicer, in immediately available
      funds. Upon receipt of such funds from the Bid Holder, the Master Servicer
      shall
      promptly deposit the Termination Price in the Collection Account for subsequent
      deposit in the Certificate Account in accordance with this Agreement. Any
      amounts received by the Master Servicer from the Bid Holder in excess of the
      Termination Price shall be remitted to the Trustee for distribution to the
      Call
      Option Holders. In no event shall any such excess be treated as being paid
      by
      any REMIC created hereby. 

     

    (vi)
       If
      the
      Bid Holder directs the Master Servicer to exercise the option to purchase the
      Mortgage Loans and certain other property of the Trust Fund, then the Master
      Servicer shall (i) cause the Trust Fund to adopt a plan of complete liquidation
      pursuant to Section 7.03(a)(i) hereof to sell all of its property and (ii)
      instruct the Trustee upon termination of the Trust Fund to transfer the property
      of the Trust Fund to the Bid Holder. The Bid Holder shall be obligated to
      reimburse the Master Servicer for its reasonable out-of-pocket expenses incurred
      in connection with its exercise of the option to purchase the Mortgage Loans
      and
      certain other property of the Trust Fund and to indemnify and hold harmless
      the
      Master Servicer for any losses, liabilities or expenses resulting from any
      claims directly resulting from or relating to the Master Servicer’s exercise of
      such option, except to the extent such losses, liabilities or expenses arise
      out
      of or result from the Master Servicer’s negligence, bad faith or willful
      misconduct. The terms of such expense reimbursement and the extent of such
      indemnity may be amended accordant to an agreement between the Master Servicer
      and the Bid Holder. 

     

    (vii)
       Commencing
      on the Distribution Date of the one year anniversary of the Initial Optional
      Termination Date, and on each Distribution Date thereafter, the Master Servicer
      shall have the right to exercise the Call Option or the Regular Interests
      Purchase Option. If the Master Servicer desires to exercise the Call Option
      or
      the Regular Interests Purchase Option, the Master Servicer shall notify the
      Call
      Option Holders pursuant to a Call Option Notice that it desires to exercise
      such
      Call Option or such Regular Interest Purchase Option, as applicable, on the
      immediately succeeding Distribution Date. If one or more Call Option Holders
      submit a Purchaser Call Option Notice on or before the immediately succeeding
      Bid Due Date, then, the Master Servicer shall follow the procedures set forth
      in
      clauses (iv) through (vi) above. However, if no Call Option Holder submits
      a
      Purchaser Call Option Notice on or before the immediately succeeding Bid Due
      Date, then, on the immediately succeeding Distribution Date, the Master Servicer
      may exercise the its right to purchase the Mortgage Loans and other property
      of
      the Trust Fund pursuant to Section 7.01(b) or the Lower Tier REMIC 1
      Uncertificated Regular Interests pursuant to Section 7.01(c).

     

    
      	
              Section
                7.02

            	
              Procedure
                Upon Termination of Trust Fund or Purchase of Lower Tier REMIC 1
                Uncertificated Regular
                Interests.

            


    

     

    (a) Notice
      of
      any Trust Fund Termination Event and notice of the purchase of the Lower Tier
      REMIC 1 Uncertificated Regular Interests, specifying the Distribution Date
      upon
      which the final distribution to the Certificates (other than the Class LT-R
      Certificates, in the case of a purchase of the Lower Tier REMIC 1 Uncertificated
      Regular Interests) shall be made, shall be given by the Trustee by first class
      mail to Certificateholders mailed promptly (and in no event later than five
      Business Days) (x) after the Trustee has received notice from the Master
      Servicer or the LTURI-holder, as applicable, of its election to cause (1) the
      sale of all of the property of the Trust Fund pursuant to Section 7.01(b) or
      (2)
      the purchase of the Lower Tier REMIC 1 Uncertificated Regular Interests pursuant
      to Section 7.01(c), or (y) upon the final payment or other liquidation of the
      last Mortgage Loan or REO Property in the Trust Fund. In the case of a Trust
      Fund Termination Event, the Trustee shall also give notice to the Master
      Servicer, the Swap Counterparty, the Cap Counterparty and the Certificate
      Registrar at the time notice is given to Holders.

     

    
      
        
        

      

      
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    In
      the
      case of a Trust Fund Termination Event, such notice shall specify (A) the
      Distribution
      Date
      upon which final distribution on the Certificates or Lower Tier REMIC 1
      Uncertificated Regular Interests of all amounts required to be distributed
      to
      Certificateholders pursuant to Section 5.02 will be made upon presentation
      and
      surrender of the Certificates at the Corporate Trust Office, and (B) that the
      Record Date otherwise applicable to such Distribution Date is not applicable,
      distribution being made only upon presentation and surrender of the Certificates
      at the office or agency of the Trustee therein specified. Upon any such Trust
      Fund Termination Event, the duties of the Certificate Registrar with respect
      to
      the Certificates or Lower Tier REMIC 1 Uncertificated Regular Interests shall
      terminate and the Trustee shall terminate or request the Master Servicer to
      terminate, the Collection Account it maintains, the Certificate Account and
      any
      other account or fund maintained with respect to the Certificates or Lower
      Tier
      REMIC 1 Uncertificated Regular Interests, subject to the Trustee’s obligation
      hereunder to hold all amounts payable to Certificateholders in trust without
      interest pending such payment. 

    


    In
      the
      case of a purchase of the Lower Tier REMIC 1 Uncertificated Regular Interests,
      such notice shall specify (A) the Distribution Date upon which final
      distribution on the Certificates (other than the Class LT-R Certificates) of
      all
      amounts required to be distributed to Certificateholders pursuant to Section
      5.02 (other than any distributions to the Class LT-R Certificates in respect
      of
      REMIC 1) will be made upon presentation and surrender of the Certificates (other
      than the Class LT-R Certificates) at the Corporate Trust Office, and (B) that
      the Record Date otherwise applicable to such Distribution Date is not
      applicable, distribution being made only upon presentation and surrender of
      the
      Certificates (other than the Class LT-R Certificates) at the office or agency
      of
      the Trustee therein specified. Upon any such purchase of the Lower Tier REMIC
      1
      Uncertificated Regular Interests, the duties of the Certificate Registrar with
      respect to the Certificates other than the Class LT-R Certificate shall
      terminate but the Trustee shall not terminate or request the Master Servicer
      to
      terminate, the Collection Account it maintains, the Certificate Account and
      any
      other account or fund maintained with respect to the Certificates, subject
      to
      the Trustee’s obligation hereunder to hold all amounts payable to
      Certificateholders in trust without interest pending such payment. For all
      Distribution Dates following the Distribution Date on which the Master Servicer
      purchases the Lower Tier REMIC 1 Uncertificated Regular Interests, all amounts
      that would be distributed on the Certificates (other than the Class LT-R
      Certificate and exclusive of amounts payable from any fund held outside of
      REMIC
      1) absent such purchase shall be payable to the LTURI-holder.

     

    
      
        
        

      

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

     

    (c) Any
      reasonable expenses incurred by the Trustee in connection with any Trust Fund
      Termination Event or any purchase of the Lower Tier REMIC 1 Uncertificated
      Regular Interests shall be reimbursed from proceeds received from such
      termination or purchase.

     

    
      	
              Section
                7.03

            	
              Additional
                Trust Fund Termination Event or Purchase of the Lower Tier REMIC
                1
                Uncertificated Regular
                Interests.

            


    

     

    (a) Any
      termination of the Trust Fund pursuant to Section 7.01(a) or any termination
      of
      a REMIC pursuant to Section 7.01(c) shall be effected in accordance with the
      following additional requirements, unless the Trustee seeks (at the request
      of
      the party exercising the option to purchase all of the Mortgage Loans or Lower
      Tier REMIC 1 Uncertificated Regular Interests pursuant to Section 7.01(b) or
      Section 7.01(c), respectively), and subsequently receives, an Opinion of Counsel
      (at the expense of such requesting party), addressed to the Trustee and any
      NIMS
      Insurer to the effect that the failure to comply with the requirements of this
      Section 7.03 will not result in an Adverse REMIC Event:

     

    (i)
       Within
      89
      days prior to the time of the making of the final payment on the Certificates
      (other than the Class LT-R Certificates, in the case of a purchase of the Lower
      Tier REMIC 1 Uncertificated Regular Interests, upon notification by the Master
      Servicer, any NIMS Insurer or an Affiliate of the Seller that it intends to
      exercise its option to cause the termination of the Trust Fund or purchase
      the
      Lower Tier REMIC 1 Uncertificated Regular Interests, the Trustee shall adopt
      a
      plan of complete liquidation on behalf of each REMIC (other than REMIC 1, in
      the
      case of a purchase of the Lower Tier REMIC 1 Uncertificated Regular Interests),
      meeting the requirements of a qualified liquidation under the REMIC
      Provisions;

     

    (ii)
       Any
      sale
      of the assets of the Trust Fund or the Lower Tier REMIC 1 Uncertificated Regular
      Interests pursuant to Section 7.02 shall be a sale for cash and shall occur
      at
      or after the time of adoption of such a plan of complete liquidation and prior
      to the time of making of the final payment on the Certificates (other than
      the
      Class LT-R Certificates, in the case of a purchase of the Lower Tier REMIC
      1
      Uncertificated Regular Interests);

     

    
      
        
        

      

      
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    (iii)
       On
      the
      date specified for final payment of the Certificates (other than the Class
      LT-R
      Certificates, in the case of a purchase of the Lower Tier REMIC 1 Uncertificated
      Regular Interests), the Trustee shall make final distributions of principal
      and
      interest on such Certificates and shall pay, in the case of a Trust Fund
      Termination Event, any Net Swap Payment owed to the Swap Counterparty then
      remaining unpaid and 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 5.01 and Section 5.02. In the case
      of
      a Trust Fund Termination Event, and, after payment of, or provision for any
      outstanding expenses, the Trustee shall distribute or credit, or cause to be
      distributed or credited, to the Holders of the Residual Certificates all cash
      on
      hand after such final payment (other than cash retained to meet claims), and
      the
      Trust Fund (and each REMIC) shall terminate at that time; and

     

    (iv)
       In
      no
      event may the final payment on the Certificates or the final distribution or
      credit to the Holders of the Residual Certificates in respect of the residual
      interest in any liquidated REMIC be made after the 89th day from the date on
      which the plan of complete liquidation for such REMIC is adopted.

     

    (b) By
      its
      acceptance of a Residual Certificate, each Holder thereof hereby agrees to
      accept the plan of complete liquidation prepared by the Depositor and adopted
      by
      the Trustee under this Section and to take such other action in connection
      therewith as may be reasonably requested by the Master Servicer or the
      Servicer.

     

    (c) In
      connection with the termination of the Trust Fund, or a Section 7.01(c) Purchase
      Event, the Trustee may request an Opinion of Counsel addressed to the Trustee
      (at the expense of the Depositor) to the effect that all the requirements of
      a
      qualified liquidation under the REMIC Provisions have been met.

     

    
      	
              Section
                7.04

            	
              Optional
                Repurchase Right.

            


    

     

    The
      NIMS
      Insurer, if any, may repurchase 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 or Servicing Fees allocable to such Distressed
      Mortgage Loan. Any such repurchase shall be accomplished by the NIMS Insurer’s
      remittance of the purchase price for the Distressed Mortgage Loan to the Master
      Servicer for deposit into the Collection Account. The NIMS Insurer shall not
      use
      any procedure in selecting Distressed Mortgage Loans to be repurchased which
      would be materially adverse to Certificateholders.

     

    ARTICLE
      VIII

     

    RIGHTS
      OF
      CERTIFICATEHOLDERS

     

    
      	
              Section
                8.01

            	
              Limitation
                on Rights of Holders.

            


    

     

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

     

    
      
        
        

      

      
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    (b) No
      Certificateholder, solely by virtue of its status as Certificateholder, shall
      have any right by virtue or by availing of any provision of this Agreement
      to
      institute any suit, action or proceeding in equity or at law upon or under
      or
      with respect to this Agreement, unless such Holder previously shall have given
      to the Trustee a written notice of an Event of Default and of the continuance
      thereof, as hereinbefore provided, and unless also the Holders of Certificates
      evidencing not less than 25% of the Class Principal Amount (or Percentage
      Interest) of Certificates of each Class affected thereby shall, with the prior
      written consent of any NIMS Insurer, have made written request upon the Trustee
      to institute such action, suit or proceeding in its own name as Trustee
      hereunder and shall have offered to the Trustee such reasonable indemnity as
      it
      may require against the cost, expenses and liabilities to be incurred therein
      or
      thereby, and the Trustee, for sixty days after its receipt of such notice,
      request and offer of indemnity, shall have neglected or refused to institute
      any
      such action, suit or proceeding and no direction inconsistent with such written
      request has been given the Trustee during such sixty-day period by such
      Certificateholders or any NIMS Insurer; it being understood and intended, and
      being expressly covenanted by each Certificateholder with every other
      Certificateholder, any NIMS Insurer and the Trustee, that no one or more Holders
      of Certificates shall have any right in any manner whatever by virtue or by
      availing of any provision of this Agreement to affect, disturb or prejudice
      the
      rights of the Holders of any other of such Certificates or the rights of any
      NIMS Insurer, or to obtain or seek to obtain priority over or preference to
      any
      other such Holder or any NIMS Insurer, or to enforce any right under this
      Agreement, except in the manner herein provided and for the benefit of all
      Certificateholders. For the protection and enforcement of the provisions of
      this
      Section, each and every Certificateholder, the NIMS Insurer and the Trustee
      shall be entitled to such relief as can be given either at law or in
      equity.

     

    
      	
              Section
                8.02

            	
              Access
                to List of Holders.  

            


    

     

    (a) If
      the
      Trustee is not acting as Certificate Registrar, the Certificate Registrar will
      furnish or cause to be furnished to the Trustee and any NIMS Insurer, within
      fifteen days after receipt by the Certificate Registrar of a request by the
      Trustee or any NIMS Insurer in writing, a list, in such form as the Trustee
      may
      reasonably require, of the names and addresses of the Certificateholders of
      each
      Class as of the most recent Record Date.

     

    (b) If
      any
      NIMS Insurer or three or more Holders or Certificate Owners (hereinafter
      referred to as “Applicants”) apply in writing to the Trustee, and such
      application states that the Applicants desire to communicate with other Holders
      with respect to their rights under this Agreement or under the Certificates
      and
      is accompanied by a copy of the communication which such Applicants propose
      to
      transmit, then the Trustee shall, within five Business Days after the receipt
      of
      such application, afford such Applicants reasonable access during the normal
      business hours of the Trustee to the most recent list of Certificateholders
      held
      by the Trustee or shall, as an alternative, send, at the Applicants’ expense,
      the written communication proffered by the Applicants to all Certificateholders
      at their addresses as they appear in the Certificate Register.

     

    
      
        
        

      

      
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    (c) Every
      Holder or Certificate Owner, if the Holder is a Clearing Agency, by receiving
      and holding a Certificate, agrees with the Depositor, the Master Servicer,
      any
      NIMS Insurer, the Certificate Registrar and the Trustee that none of the
      Depositor, the Master Servicer, any NIMS Insurer, the Certificate Registrar,
      the
      Paying Agent or the Trustee shall be held accountable by reason of the
      disclosure of any such information as to the names and addresses of the
      Certificateholders hereunder, regardless of the source from which such
      information was derived.

     

    
      	
              Section
                8.03

            	
              Acts
                of Holders of Certificates.  

            


    

     

    (a) Any
      request, demand, authorization, direction, notice, consent, waiver or other
      action provided by this Agreement to be given or taken by Holders or Certificate
      Owner, if the Holder is a Clearing Agency, may be embodied in and evidenced
      by
      one or more instruments of substantially similar tenor signed by such Holders
      in
      person or by agent duly appointed in writing; and, except as herein otherwise
      expressly provided, such action shall become effective when such instrument
      or
      instruments are delivered to the Trustee, the Certificate Registrar and the
      Paying Agent and, where expressly required herein, to the Master Servicer.
      Such
      instrument or instruments (as the action embodies therein and evidenced thereby)
      are herein sometimes referred to as an “act” of the Holders signing such
      instrument or instruments. Proof of execution of any such instrument or of
      a
      writing appointing any such agents shall be sufficient for any purpose of this
      Agreement and conclusive in favor of the Trustee and the Master Servicer, if
      made in the manner provided in this Section. Each of the Trustee and the Master
      Servicer shall promptly notify the others of receipt of any such instrument
      by
      it, and shall promptly forward a copy of such instrument to the
      others.

     

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

     

    (c) The
      ownership of Certificates or Lower Tier REMIC 1 Uncertificated Regular Interests
      (whether or not such Certificates or Lower Tier REMIC 1 Uncertificated Regular
      Interests shall be overdue and notwithstanding any notation of ownership or
      other writing thereon made by anyone other than the Trustee) shall be proved
      by
      the Certificate Register, and none of the Trustee, the Master Servicer, the
      Paying Agent, the NIMS Insurer, or the Depositor shall be affected by any notice
      to the contrary.

     

    
      
        
        

      

      
        152

        
          

        

      

      
        
        

      

    

     

    (d) Any
      request, demand, authorization, direction, notice, consent, waiver or other
      action by the Holder of any Certificate or Lower Tier REMIC 1 Uncertificated
      Regular Interest shall bind every future Holder of the same Certificate or
      Lower
      Tier REMIC 1 Uncertificated Regular Interest and the Holder of every Certificate
      or Lower Tier REMIC 1 Uncertificated Regular Interest issued upon the
      registration of transfer thereof or in exchange therefor or in lieu thereof,
      in
      respect of anything done, omitted or suffered to be done by the Trustee or
      the
      Master Servicer in reliance thereon, whether or not notation of such action
      is
      made upon such Certificate or Lower Tier REMIC 1 Uncertificated Regular
      Interest.

     

    ARTICLE
      IX

     

    ADMINISTRATION
      AND SERVICING OF MORTGAGE LOANS BY THE MASTER SERVICER; CREDIT RISK
      MANAGER

     

    
      	
              Section
                9.01

            	
              Duties
                of the Master Servicer. 

            


    

     

    The
      Certificateholders, by their purchase and acceptance of the Certificates or
      Lower Tier REMIC 1 Uncertificated Regular Interests, appoint Aurora Loan
      Services LLC, as Master Servicer. For and on behalf of the Depositor, the
      Trustee and the Certificateholders, the Master Servicer shall master service
      the
      Mortgage Loans in accordance with the provisions of this Agreement and the
      provisions of the Servicing Agreement. Notwithstanding anything in this
      Agreement, the Servicing Agreement or the Credit Risk Management Agreement
      to
      the contrary, the Master Servicer shall have no duty or obligation to enforce
      the Credit Risk Management Agreement or to supervise, monitor or oversee the
      activities of the Servicer under the Credit Risk Management Agreement with
      respect to any action taken or not taken by the Servicer at the direction of
      the
      Seller or pursuant to a recommendation of the Credit Risk Manager.

     

    
      	
              Section
                9.02

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

            


    

     

    (a) The
      Master Servicer, at its expense, shall maintain in effect a Master Servicer
      Fidelity Bond and a Master Servicer Errors and Omissions Insurance Policy,
      affording coverage with respect to all directors, officers, employees and other
      Persons acting on such Master Servicer’s behalf, and covering errors and
      omissions in the performance of the Master Servicer’s obligations hereunder. The
      Master Servicer Errors and Omissions Insurance Policy and the Master Servicer
      Fidelity Bond shall be in such form and amount that would be consistent with
      coverage customarily maintained by master servicers of mortgage loans similar
      to
      the Mortgage Loans and the Master Servicer shall provide the Trustee and any
      NIMS Insurer upon request, with a copy of such policy and fidelity bond. The
      Master Servicer shall (i) require the Servicer to maintain an Errors and
      Omissions Insurance Policy and a Servicer Fidelity Bond in accordance with
      the
      provisions of the Servicing Agreement, (ii) cause the 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 Servicing Agreement, and (iii) furnish copies of such policies and of
      the
      certificates and notices referred to in clause (ii) to the Trustee upon
      request.

     

    
      
        
        

      

      
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    (b) The
      Master Servicer shall promptly report to the Trustee and any NIMS Insurer any
      material changes that may occur in the Master Servicer Fidelity Bond or the
      Master Servicer Errors and Omissions Insurance Policy and shall furnish to
      the
      Trustee and any NIMS Insurer, on request, certificates evidencing that such
      bond
      and insurance policy are in full force and effect. The Master Servicer shall
      promptly report to the Trustee and any NIMS Insurer all cases of embezzlement
      or
      fraud, if such events involve funds relating to the Mortgage Loans. The total
      losses, regardless of whether claims are filed with the applicable insurer
      or
      surety, shall be disclosed in such reports together with the amount of such
      losses covered by insurance. If a bond or insurance claim report is filed with
      any of such bonding companies or insurers, the Master Servicer shall promptly
      furnish a copy of such report to the Trustee and any NIMS Insurer. Any amounts
      relating to the Mortgage Loans collected by the Master Servicer under any such
      bond or policy shall be promptly remitted by the Master Servicer to the Trustee
      for deposit into the Certificate Account. Any amounts relating to the Mortgage
      Loans collected by the Servicer under any such bond or policy shall be remitted
      to the Master Servicer to the extent provided in the Servicing
      Agreement.

     

    
      	
              Section
                9.03

            	
              Master
                Servicer’s Financial Statements and Related Information. 

            


    

     

    For
      each
      year this Agreement is in effect, the Master Servicer shall submit to the
      Trustee, any NIMS Insurer, each Rating Agency 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 the Servicer shall have full power and authority (to
      the
      extent provided in the Servicing Agreement) to do any and all things that it
      may
      deem necessary or desirable in connection with the servicing and administration
      of the Mortgage Loans, including but not limited to the power and authority
      (i)
      to execute and deliver, on behalf of the Certificateholders and the Trustee,
      customary consents or waivers and other instruments and documents, (ii) to
      consent to transfers of any Mortgaged Property and assumptions of the Mortgage
      Notes and related Mortgages, (iii) to collect any Insurance Proceeds and
      Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion
      of
      the ownership of the Mortgaged Property securing any Mortgage Loan, in each
      case, in accordance with the provisions of this Agreement and the Servicing
      Agreement, as applicable; provided that the Master Servicer shall not take,
      or
      knowingly permit the 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, the
      Certificateholders under this Agreement. 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
      the
      Servicer to make any modification, waiver or amendment of any term of any
      Mortgage Loan that would cause an Adverse REMIC Event. Without limiting the
      generality of the foregoing, the Master Servicer in its own name or in the
      name
      of the Servicer, and the Servicer, to the extent such authority is delegated
      to
      the Servicer under the Servicing Agreement, is hereby authorized and empowered
      by the Trustee when the Master Servicer or the Servicer, as the case may be,
      believes it appropriate in its best judgment and in accordance with Accepted
      Servicing Practices and the 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
      to
      the Master Servicer, upon request, with any powers of attorney empowering the
      Master Servicer or the 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 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 the 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 Servicer). If the Master Servicer or the Trustee has been advised that
      it is
      likely that the laws of the state in which action is to be taken prohibit such
      action if taken in the name of the Trustee or that the Trustee would be
      adversely affected under the “doing business” or tax laws of such state if such
      action is taken in its name, then upon request of the Trustee the Master
      Servicer shall join with the Trustee in the appointment of a co-trustee pursuant
      to Section 6.09 hereof. In no event shall the Master Servicer, without the
      Trustee’s written consent: (i) initiate any action, suit or proceeding solely
      under the Trustee’s name without indicating the Master Servicer in its
      applicable, representative capacity, (ii) initiate any action, suit or
      proceeding not directly relating to the servicing of a Mortgage Loan (including
      but not limited to actions, suits or proceedings against Certificateholders,
      or
      against the Depositor or the Transferor for breaches of representations and
      warranties) solely under the Trustee’s name, (iii) engage counsel to represent
      the Trustee in any action, suit or proceeding not directly relating to the
      servicing of a Mortgage Loan (including but not limited to actions, suits or
      proceedings against Certificateholders, or against the Depositor or the
      Transferor for breaches of representations and warranties), or (iv) prepare,
      execute or deliver any government filings, forms, permits, registrations or
      other documents or take any action with the intent to cause, and that actually
      causes, the Trustee to be registered to do business in any state. The Master
      Servicer shall indemnify the Trustee for any and all costs, liabilities and
      expenses incurred by the Trustee in connection with the negligent or willful
      misuse of such powers of attorney by the Master Servicer. In the performance
      of
      its duties hereunder, the Master Servicer shall be an independent contractor
      and
      shall not, except in those instances where it is taking action in the name
      of
      the Trustee on behalf of the Trust Fund, be deemed to be the agent of the
      Trustee.

     

    
      
        
        

      

      
        154

        
          

        

      

      
        
        

      

    

     

    (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 the Servicer to, in its discretion (i) waive any late
      payment charge (but not any Prepayment Premium, except as set forth below)
      and
      (ii) extend the due dates for payments due on a Mortgage Note; provided,
      however, that
      the
      maturity of any Mortgage Loan shall not be extended past the date on which
      the
      final payment is due on the latest maturing Mortgage Loan as of the Cut-off
      Date. In the event of any such modification, the Master Servicer shall make
      or
      cause the Servicer (if required by the Servicing Agreement) to calculate the
      Scheduled Payment for such Mortgage Loan based on the modified terms of the
      Mortgage Loan and shall only be required to make Advances pursuant to Section
      5.04 to the extent of the new Scheduled Payment. Notwithstanding anything to
      the
      contrary in this Agreement, the Master Servicer shall not make or knowingly
      permit any modification, waiver or amendment of any material term of any
      Mortgage Loan, unless: (1) such Mortgage Loan is in default or default by the
      related Mortgagor is, in the reasonable judgment of the Master Servicer or
      the
      Servicer, reasonably foreseeable, (2) in the case of a waiver of a Prepayment
      Premium (a) such waiver would maximize recovery of total proceeds taking into
      account the value of such Prepayment Premium and the related Mortgage Loan,
      or
      (b) if the prepayment is not the result of a refinance by the Servicer or any
      of
      its affiliates, (i) the collection of the Prepayment Premium would be in
      violation of applicable laws or (ii) the collection of such Prepayment Premium
      would be considered “predatory” pursuant to written guidance published or issued
      by any applicable federal, state or local regulatory authority acting in its
      official capacity and having jurisdiction over such matters and (3) such
      modification, waiver or amendment would not cause an Adverse REMIC
      Event.

     

    
      
        
        

      

      
        155

        
          

        

      

      
        
        

      

    

     

    (c) As
      an
      alternative to permitting a modification or effectuating a foreclosure or other
      conversion of the ownership of a Mortgaged Property, the Master Servicer may,
      at
      its option, purchase any Mortgage Loan that has become one hundred and twenty
      (120) days or more delinquent in payment (including, for the avoidance of doubt,
      any Mortgage Loan with respect to which the related borrower is in Bankruptcy);
      provided, however, that (i) the Master Servicer promptly notifies the Servicer
      of its intention to purchase any such delinquent Mortgage Loan prior to its
      purchase and (ii) that the Master Servicer shall exercise any such option to
      purchase a Mortgage Loan within sixty (60) days after any such Mortgage Loan
      has
      become one hundred and twenty (120) days delinquent. The price at which the
      Master Servicer shall purchase any such delinquent Mortgage Loan shall equal
      the
      Purchase Price and such amount shall be deposited into the Collection Account
      on
      the date of purchase pursuant to Section 4.01(d)(viii). Upon receipt by the
      Trustee of a written certification from the Master Servicer that the Master
      Servicer has exercised such option and deposited the full amount of the Purchase
      Price of the related Mortgage Loan in the Collection Account and delivery of
      a
      Request for Release of Documents (on the form attached hereto as Exhibit C
      or in
      the form attached to the Custodial Agreement), the Custodian shall release
      the
      related Mortgage File to or upon the order of the Master Servicer, and at the
      written requirement of the Master Servicer the Trustee shall execute and deliver
      such instruments of transfer or assignment, in each case without recourse,
      representation or warranty, as shall be necessary to vest title to such Mortgage
      Loan in the Master Servicer or its designee, which instruments shall be prepared
      by the Master Servicer.

     

    
      
        
        

      

      
        156

        
          

        

      

      
        
        

      

    

     

    
      	
              Section
                9.05

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

            


    

     

    (a) The
      Servicing Agreement requires the Servicer to service the Mortgage Loans in
      accordance with the provisions thereof. References in this Agreement to actions
      taken or to be taken by the Master Servicer include actions taken or to be
      taken
      by the Servicer on behalf of the Master Servicer. Any fees and other amounts
      payable to the Servicer shall be deducted from amounts remitted to the Master
      Servicer by the Servicer (to the extent permitted by the Servicing Agreement)
      and shall not be an obligation of the Trust Fund, the Trustee or the Master
      Servicer.

     

    (b) The
      Master Servicer shall not be required to (i) take any action with respect to
      the
      servicing of any Mortgage Loan that the Servicer is not required to take under
      the Servicing Agreement or (ii) cause the Servicer to take any action or refrain
      from taking any action if the 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, any NIMS Insurer and the
      Certificateholders, shall enforce the obligations of the Servicer under the
      Servicing Agreement, and shall, in the event that the Servicer fails to perform
      its obligations in accordance therewith, terminate the rights and obligations
      of
      the Servicer thereunder and either act as servicer of the Mortgage Loans or
      cause the other parties hereto to enter into a Servicing Agreement (and such
      parties hereby agree to execute and deliver any such successor Servicing
      Agreement), with a successor Servicer. Such enforcement, including, without
      limitation, the legal prosecution of claims, termination of the Servicing
      Agreement and the pursuit of other appropriate remedies, shall be in such form
      and carried out to such an extent and at such time as the Master Servicer,
      in
      its good faith business judgment, would require were it the owner of the related
      Mortgage Loans. The Master Servicer shall pay the costs of such enforcement
      at
      its own expense, and shall be reimbursed therefor initially (i) from a general
      recovery resulting from such enforcement only to the extent, if any, that such
      recovery exceeds all amounts due in respect of the related Mortgage Loans,
      (ii)
      from a specific recovery of costs, expenses or attorneys’ fees against the party
      against whom such enforcement is directed, and then, (iii) to the extent that
      such amounts are insufficient to reimburse the Master Servicer for the costs
      of
      such enforcement, from the Collection Account.

     

    (d) The
      Master Servicer shall be entitled to conclusively rely on any certifications
      or
      other information provided by the Servicer under the terms of the Servicing
      Agreement or relating to Section 9.04(b) of this 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 Servicing Agreement, the Master Servicer shall cause
      the
      Servicer to establish and maintain one or more custodial accounts at a
      depository institution (which may be a depository institution with which the
      Master Servicer or the Servicer establishes accounts in the ordinary course
      of
      its servicing activities), the accounts of which are insured to the maximum
      extent permitted by the FDIC (each, an “Escrow Account”) and to deposit therein
      any collections of amounts received with respect to amounts due for taxes,
      assessments, water rates, standard hazard insurance policy premiums, Payaheads,
      if applicable, or any comparable items for the account of the Mortgagors.
      Withdrawals from any Escrow Account may be made (to the extent amounts have
      been
      escrowed for such purpose) only in accordance with the Servicing Agreement.
      The
      Servicer shall be entitled to all investment income not required to be paid
      to
      Mortgagors on any Escrow Account maintained by the Servicer. The Master Servicer
      shall make (or cause to be made) to the extent provided in the Servicing
      Agreement advances to the extent necessary in order to effect timely payment
      of
      taxes, water rates, assessments, standard hazard insurance policy premiums
      or
      comparable items in connection with the related Mortgage Loan (to the extent
      that the Mortgagor is required, but fails, to pay such items), provided that
      it
      or the Servicer has determined that the funds so advanced are recoverable from
      escrow payments, reimbursement pursuant to Section 4.02 or
      otherwise.

     

    
      
        
        

      

      
        157

        
          

        

      

      
        
        

      

    

     

    (b) Costs
      incurred by the Master Servicer or by the Servicer in effecting the timely
      payment of taxes and assessments on the properties subject to the Mortgage
      Loans
      may be added to the amount owing under the related Mortgage Note where the
      terms
      of the Mortgage Note so permit; provided,
      however,
      that the
      addition of any such cost shall not be taken into account for purposes of
      calculating the distributions to be made to Certificateholders. Such costs,
      to
      the extent that they are unanticipated, extraordinary costs, and not ordinary
      or
      routine costs shall be recoverable as a Servicing Advance by the Master Servicer
      pursuant to Section 4.02.

     

    
      	
              Section
                9.07

            	
              Termination
                of Servicing Agreement; Successor Servicer. 

            


    

     

    (a) The
      Master Servicer shall be entitled to terminate the rights and obligations of
      the
      Servicer under the Servicing Agreement in accordance with the terms and
      conditions of the Servicing Agreement and without any limitation by virtue
      of
      this Agreement other than seeking the NIMS Insurer’s consent to such
      termination; provided,
      however,
      that in
      the event of termination of the Servicing Agreement by the Master Servicer,
      the
      Master Servicer shall provide for the servicing of the Mortgage Loans by a
      successor Servicer to be appointed as provided in the Servicing Agreement and
      with the consent of the NIMS Insurer.

     

    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 the Servicer (or by the Trust Fund, if the Servicer is unable
      to
      fulfill its obligations hereunder) for all costs associated with the transfer
      of
      servicing from the predecessor servicer, including without limitation, any
      costs
      or expenses associated with the complete transfer of all servicing data and
      the
      completion, correction or manipulation of such servicing data, as may be
      required by the Master Servicer to correct any errors or insufficiencies in
      the
      servicing data or otherwise to enable the Master Servicer to service the
      Mortgage Loans properly and effectively.

     

    (b) If
      the
      Master Servicer acts as a successor Servicer, it will not assume liability
      for
      the representations and warranties of the Servicer that it replaces. The Master
      Servicer shall use reasonable efforts to have the successor Servicer assume
      liability for the representations and warranties made by the terminated Servicer
      in the Servicing Agreement, and in the event of any such assumption by the
      successor Servicer, the Trustee or the Master Servicer, as applicable, may,
      in
      the exercise of its business judgment, release the terminated Servicer from
      liability for such representations and warranties.

     

    
      
        
        

      

      
        158

        
          

        

      

      
        
        

      

    

     

    (c) If
      the
      Master Servicer acts as a successor Servicer, it will have the same obligations
      to make Advances as the Servicer under the Servicing Agreement and to reimburse
      itself for unreimbursed Advances if required by the Servicing Agreement but
      will
      have no obligation to make an Advance if it determines in its reasonable
      judgment that such Advance is non-recoverable. To the extent that the Master
      Servicer is unable to find a successor Servicer that is willing to service
      the
      Mortgage Loans for the Servicing Fee because of the obligation of the Servicer
      to make Advances regardless of whether such Advance is recoverable, the
      Servicing Agreement may be amended to provide that the successor Servicer shall
      have no obligation to make an Advance if it determines in its reasonable
      judgment that such Advance is non-recoverable and provides an Officer’s
      Certificate to such effect to the Master Servicer, the Trustee and the NIMS
      Insurer.

     

    
      	
              Section
                9.08

            	
              Master
                Servicer Liable for Enforcement. 

            


    

     

    Notwithstanding
      the Servicing Agreement, the Master Servicer shall remain obligated and liable
      to the Trustee, any NIMS Insurer and the Certificateholders in accordance with
      the provisions of this Agreement, to the extent of its obligations hereunder,
      without diminution of such obligation or liability by virtue of the Servicing
      Agreement. 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 the Servicing Agreement for the benefit of the Certificateholders
      and any NIMS Insurer. The Master Servicer shall be entitled to enter into any
      agreement with the Servicer for indemnification of the Master Servicer and
      nothing contained in this Agreement shall be deemed to limit or modify such
      indemnification. Except as expressly set forth herein, the Master Servicer
      shall
      have no liability under this Agreement or otherwise to any party for the acts
      or
      omissions of the Servicer in the performance by the Servicer of its obligations
      under the Servicing Agreement. The parties to this Agreement hereby agree and
      any third party beneficiaries to this Agreement shall be deemed to have agreed
      that, notwithstanding anything in this Agreement or any other agreement relating
      to the Mortgage Loans to the contrary, the Master Servicer shall not be under
      any liability under this Agreement or otherwise to any party for any acts or
      omissions of the Servicer or for information the Servicer has provided or has
      been required to provide to the Master Servicer relating to Section
      9.04(b).

     

    
      	
              Section
                9.09

            	
              No
                Contractual Relationship Between Servicer and Trustee or
                Depositor. 

            


    

     

    The
      Servicing Agreement that may be entered into and any other transactions or
      services relating to the Mortgage Loans involving the Servicer in its capacity
      as such and not as an originator shall be deemed to be between the Servicer,
      the
      Seller and the Master Servicer, and the Trustee, any NIMS Insurer and the
      Depositor shall not be deemed parties thereto and shall have no obligations,
      duties or liabilities with respect to the Servicer except as set forth in
      Section 9.10 hereof, but shall have rights thereunder as third party
      beneficiaries. It is furthermore understood and agreed by the parties hereto
      that the obligations of the Servicer are set forth in their entirety in the
      Servicing Agreement and the Servicer has no obligations under and is not
      otherwise bound by the terms of this Agreement.

     

    
      
        
        

      

      
        159

        
          

        

      

      
        
        

      

    

     

    
      	
              Section
                9.10

            	
              Assumption
                of Servicing Agreement by Trustee. 

            


    

     

    (a) In
      the
      event the Master Servicer shall for any reason no longer be the Master Servicer
      (including by reason of any Event of Default under this Agreement), after a
      period not to exceed ninety days after the issuance of any notice of termination
      pursuant to Section 6.14 or Section 9.28, as applicable, the Trustee shall
      thereupon assume all of the rights and obligations of such Master Servicer
      hereunder and under the 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 the 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 the Servicing Agreement accruing prior to its replacement
      as Master Servicer, and shall be liable to the Trustee and any NIMS Insurer,
      and
      hereby agrees to indemnify and hold harmless the Trustee and any NIMS Insurer
      from and against all costs, damages, expenses and liabilities (including
      reasonable attorneys’ fees) incurred by the Trustee or any NIMS Insurer as a
      result of such liability or obligations of the Master Servicer and in connection
      with the Trustee’s (or other successor master servicer’s) assumption (but not
      its performance, except to the extent that costs or liability of the Trustee
      (or
      other successor master servicer’s) are created or increased as a result of
      negligent or wrongful acts or omissions of the Master Servicer prior to its
      replacement as Master Servicer) of the Master Servicer’s obligations, duties or
      responsibilities thereunder; provided
      that the
      Master Servicer shall not indemnify or hold harmless the Trustee against
      negligent or willful misconduct of the Trustee.

     

    (b) The
      Master Servicer that has been terminated shall, upon request of the Trustee
      but
      at the expense of such Master Servicer, deliver to the assuming party all
      documents and records relating to the Servicing Agreement and the 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 the Servicing Agreement
      to the assuming party.

     

    
      	
              Section
                9.11

            	
              Due-on-Sale
                Clauses; Assumption Agreements. 

            


    

     

    To
      the
      extent provided in the Servicing Agreement, to the extent Mortgage Loans contain
      enforceable due-on-sale clauses, the Master Servicer shall cause the Servicer
      to
      enforce such clauses in accordance with the 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 Servicing Agreement, and, as
      a
      consequence, a Mortgage Loan is assumed, the original Mortgagor may be released
      from liability in accordance with the Servicing Agreement.

     

    
      	
              Section
                9.12

            	
              Release
                of Mortgage Files. 

            


    

     

    (a) Upon
      (i)
      becoming aware of the payment in full of any Mortgage Loan or (ii) the receipt
      by the Master Servicer of a notification that payment in full has been or will
      be escrowed in a manner customary for such purposes, the Master Servicer shall,
      or shall cause the Servicer to, promptly notify the Trustee (or the Custodian)
      by a certification (which certification shall include a statement to the effect
      that all amounts received in connection with such payment that are required
      to
      be deposited in the Collection Account maintained by the Master Servicer
      pursuant to Section 4.01 have been or will be so deposited) of a Servicing
      Officer and shall request (on the form attached hereto as Exhibit C or on the
      form attached to the Custodial Agreement) the Trustee or the Custodian, to
      deliver to the Servicer the related Mortgage File. Upon receipt of such
      certification and request, the Trustee or the Custodian (with the consent,
      and
      at the direction of the Trustee), shall promptly release the related Mortgage
      File to the Servicer and the Trustee shall have no further responsibility with
      regard to such Mortgage File. Upon any such payment in full, the Master Servicer
      is authorized, and the Servicer, to the extent such authority is provided for
      under the 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.

     

    
      
        
        

      

      
        160

        
          

        

      

      
        
        

      

    

     

    (b) From
      time
      to time and as appropriate for the servicing or foreclosure of any Mortgage
      Loan
      and in accordance with Accepted Servicing Practices and the Servicing Agreement,
      the Trustee shall execute such documents as shall be prepared and furnished
      to
      the Trustee by the Master Servicer, or by the Servicer (in form reasonably
      acceptable to the Trustee) and as are necessary to the prosecution of any such
      proceedings. The Trustee or the Custodian, shall, upon request of the Master
      Servicer, or of the Servicer, and delivery to the Trustee or the Custodian,
      of a
      request for release of documents and a receipt signed by a Servicing Officer
      substantially in the form of Exhibit C, release the related Mortgage File held
      in its possession or control to the Master Servicer (or the Servicer). Such
      receipt shall obligate the Master Servicer or the Servicer to return the
      Mortgage File to the Trustee or the Custodian, as applicable, when the need
      therefor by the Master Servicer or the Servicer no longer exists unless the
      Mortgage Loan shall be liquidated, in which case, upon receipt of a certificate
      of a Servicing Officer similar to that hereinabove specified, the receipt shall
      be released by the Trustee or the Custodian, as applicable, to the Master
      Servicer (or the Servicer).

     

    
      	
              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 Servicer to transmit, to the
      Trustee such documents and instruments coming into the possession of the Master
      Servicer or the Servicer from time to time as are required by the terms hereof
      or of the Servicing Agreement to be delivered to the Trustee or the Custodian.
      Any funds received by the Master Servicer or by the Servicer in respect of
      any
      Mortgage Loan or which otherwise are collected by the Master Servicer or the
      Servicer as Liquidation Proceeds or Insurance Proceeds in respect of any
      Mortgage Loan shall be held for the benefit of the Trustee and the
      Certificateholders subject to the Master Servicer’s right to retain or withdraw
      from the Collection Account the Master Servicing Fee and other amounts provided
      in this Agreement and to the right of the Servicer to retain the Servicing
      Fee
      and other amounts as provided in the Servicing Agreement. The Master Servicer
      shall, and shall (to the extent provided in the Servicing Agreement) cause
      the
      Servicer to, provide access to information and documentation regarding the
      Mortgage Loans (i) to the Trustee, any NIMS Insurer, their respective
      agents and accountants at any time upon reasonable request and during normal
      business hours, and (ii) 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, in each case to the extent so required by applicable regulations
      of
      the Office of Thrift Supervision or such 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.

     

    
      
        
        

      

      
        161

        
          

        

      

      
        
        

      

    

     

    (b) All
      Mortgage Files and funds collected or held by, or under the control of, the
      Master Servicer, or the Servicer, in respect of any Mortgage Loans, whether
      from
      the collection of principal and interest payments or from Liquidation Proceeds
      or Insurance Proceeds, shall be held by the Master Servicer, or by the 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 the 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 the Servicer under this Agreement or the 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, the Servicer or the Master Servicer that are
      collected by the Servicer or the Master Servicer in connection with the Mortgage
      Loans, whether as scheduled installments of principal and interest or as full
      or
      partial prepayments of principal or interest or as Liquidation Proceeds or
      Insurance Proceeds or otherwise, and in all proceeds of the foregoing and
      proceeds of proceeds (but excluding any fee or other amounts to which the
      Servicer is entitled under the Servicing Agreement, or the Master Servicer
      or
      the Depositor is entitled to hereunder); and the Master Servicer agrees that
      so
      long as the Mortgage Loans are assigned to and held by the Trustee or the
      Custodian, all documents or instruments constituting part of the Mortgage Files,
      and such funds relating to the Mortgage Loans which come into the possession
      or
      custody of, or which are subject to the control of, the Master Servicer or
      the
      Servicer shall be held by the Master Servicer or the Servicer for and on behalf
      of the Trustee as the Trustee’s agent and bailee for purposes of perfecting the
      Trustee’s security interest therein as provided by the applicable Uniform
      Commercial Code or other applicable laws.

     

    (d) The
      Master Servicer agrees that it shall not, and shall not authorize the 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.

     

    
      
        
        

      

      
        162

        
          

        

      

      
        
        

      

    

     

    
      	
              Section
                9.14

            	
              Representations
                and Warranties of the Master Servicer. 

            


    

     

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

     

    (i)
       it
      is
      validly existing and in good standing under the laws of the state of its
      organization, 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;

     

    
      
        
        

      

      
        163

        
          

        

      

      
        
        

      

    

     

    (vii)
       the
      Master Servicer, or an affiliate thereof the primary business of which is the
      servicing of conventional residential mortgage loans, is a Fannie Mae- or
      Freddie Mac-approved seller/servicer;

     

    (viii)
       no
      consent, approval, authorization or order of any court or governmental agency
      or
      body is required for the execution, delivery and performance by the Master
      Servicer of or compliance by the Master Servicer with this Agreement or the
      consummation of the transactions contemplated by this Agreement, except for
      such
      consents, approvals, authorizations and orders (if any) as have been
      obtained;

     

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

     

    (x)
       the
      Master Servicer has obtained an Errors and Omissions Insurance Policy and a
      Fidelity Bond in accordance with Section 9.02 each of which is in full force
      and
      effect, and each of which provides at least such coverage as is required
      hereunder; and

     

    (xi)
       the
      information about the Master Servicer under the heading “The Master Servicer” in
      the Offering Documents relating to the Master Servicer does not include an
      untrue statement of a material fact and does not omit to state a material fact,
      with respect to the statements made, necessary in order to make the statements
      in light of the circumstances under which they were made not
      misleading.

     

    (b) It
      is
      understood and agreed that the representations and warranties set forth in
      this
      Section 9.14 shall survive the execution and delivery of this Agreement. The
      Master Servicer shall indemnify the Depositor, the Trustee and any NIMS Insurer
      and hold them harmless against any loss, damages, penalties, fines, forfeitures,
      legal fees and related costs, judgments, and other costs and expenses resulting
      from any claim, demand, defense or assertion based on or grounded upon, or
      resulting from, a breach of the Master Servicer’s representations and warranties
      contained in Section 9.14(a). It is understood and agreed that the enforcement
      of the obligation of the Master Servicer set forth in this Section to indemnify
      the Depositor, the Trustee and any NIMS Insurer as provided in this Section
      constitutes the sole remedy (other than as set forth in Section 6.14) of the
      Depositor, the Trustee and any NIMS Insurer, respecting a breach of the
      foregoing representations and warranties. Such indemnification shall survive
      any
      termination of the Master Servicer as Master Servicer hereunder, and any
      termination of this Agreement.

     

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

     

    (c) It
      is
      understood and agreed that the representations and warranties of the Depositor
      set forth in Sections 2.03(a)(i) through (vi) shall survive the execution and
      delivery of this Agreement. The Depositor shall indemnify the Master Servicer
      and hold it harmless against any loss, damages, penalties, fines, forfeitures,
      legal fees and related costs, judgments, and other costs and expenses resulting
      from any claim, demand, defense or assertion based on or grounded upon, or
      resulting from, a breach of the Depositor’s representations and warranties
      contained in Sections 2.03(a)(i) through (vi) hereof. It is understood and
      agreed that the enforcement of the obligation of the Depositor set forth in
      this
      Section to indemnify the Master Servicer as provided in this Section constitutes
      the sole remedy hereunder of the Master Servicer respecting a breach by the
      Depositor of the representations and warranties in Sections 2.03(a)(i) through
      (vi) hereof.

     

    
      
        
        

      

      
        164

        
          

        

      

      
        
        

      

    

     

    (d) Any
      cause
      of action against the Master Servicer relating to or arising out of the breach
      of any representations and warranties made in this Section shall accrue upon
      discovery of such breach by either the Depositor, the Master Servicer, the
      Trustee or any NIMS Insurer or notice thereof by any one of such parties to
      the
      other parties. Notwithstanding anything in this Agreement to the contrary,
      the
      Master Servicer shall not be liable for special, indirect or consequential
      losses or damages of any kind whatsoever (including, but not limited to, lost
      profits); provided,
      however,
      that
      this Subsection 9.14(d) shall not apply in connection with any failure by the
      Master Servicer to comply with the provisions of Sections 9.25 and 9.26
      hereof.

     

    
      	
              Section
                9.15

            	
              Opinion. 

            


    

     

    On
      or
      before the Closing Date, the Master Servicer shall cause to be delivered to
      the
      Depositor, the Seller, the Trustee, the Swap Counterparty and any NIMS Insurer
      one or more Opinions of Counsel, dated the Closing Date, in form and substance
      reasonably satisfactory to the Depositor and Lehman Brothers Inc., as to the
      due
      authorization, execution and delivery of this Agreement by the Master Servicer
      and the enforceability thereof. 

     

    
      	
              Section
                9.16

            	
              Standard
                Hazard and Flood Insurance Policies. 

            


    

     

    For
      each
      Mortgage Loan (other than a Cooperative Loan), the Master Servicer shall
      maintain, or cause to be maintained by the Servicer, standard fire and casualty
      insurance and, where applicable, flood insurance, all in accordance with the
      provisions of this Agreement and the Servicing Agreement, as applicable. It
      is
      understood and agreed that such insurance shall be with insurers meeting the
      eligibility requirements set forth in the 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 the
      Servicer, under any insurance policies maintained pursuant to this Section
      9.16
      or the Servicing Agreement (other than amounts to be applied to the restoration
      or repair of the property subject to the related Mortgage or released to the
      Mortgagor in accordance with the Servicing Agreement) shall be deposited into
      the Collection Account, subject to withdrawal pursuant to Section 4.02. Any
      cost
      incurred by the Master Servicer or the 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 the Servicer pursuant to Section
      4.02.

     

    
      
        
        

      

      
        165

        
          

        

      

      
        
        

      

    

     

    
      	
              Section
                9.17

            	
              Presentment
                of Claims and Collection of Proceeds. 

            


    

     

    The
      Master Servicer shall cause the Servicer (to the extent provided in the
      Servicing Agreement) to, prepare and present on behalf of the Trustee and the
      Certificateholders all claims under the Insurance Policies with respect to
      the
      Mortgage Loans, and take such actions (including the negotiation, settlement,
      compromise or enforcement of the insured’s claim) as shall be necessary to
      realize recovery under such policies. Any proceeds disbursed to the Master
      Servicer (or disbursed to the Servicer and remitted to the Master Servicer)
      in
      respect of such policies or bonds shall be promptly deposited in the Collection
      Account or the Custodial Account upon receipt, except that any amounts realized
      that are to be applied to the repair or restoration of the related Mortgaged
      Property as a condition requisite to the presentation of claims on the related
      Mortgage Loan to the insurer under any applicable Insurance Policy need not
      be
      so deposited (or remitted).

     

    
      	
              Section
                9.18

            	
              [Reserved].

            


    

     

    
      	
              Section
                9.19

            	
              Trustee
                To Retain Possession of Certain Documents. 

            


    

     

    Until
      all
      amounts distributable in respect of the Certificates have been distributed
      in
      full and the Master Servicer otherwise has fulfilled its obligations under
      this
      Agreement, the Trustee (or the Custodian) shall retain possession and custody
      of
      each Mortgage File in accordance with and subject to the terms and conditions
      of
      this Agreement. The Master Servicer shall promptly deliver or cause the Servicer
      to deliver to the Trustee (or the Custodian), upon the execution or receipt
      thereof the originals of such documents or instruments that constitute portions
      of the Mortgage File that come into the possession of the Master Servicer or
      the
      Servicer from time to time.

     

    
      	
              Section
                9.20

            	
              [Reserved].

            


    

     

    
      	
              Section
                9.21

            	
              Compensation
                to the Master Servicer. 

            


    

     

    The
      Master Servicer shall be entitled to withdraw from the Collection Account,
      subject to Section 5.05, the Master Servicing Fee to the extent permitted by
      Section 4.02. Servicing compensation in the form of assumption fees, if any,
      late payment charges, as collected, if any, or otherwise (but not including
      any
      Prepayment Premium) shall be retained by the Master Servicer (or the Servicer)
      and shall not be deposited in the Collection Account. If the Master Servicer
      does not retain or withdraw the Master Servicing Fee from the Collection Account
      as provided herein, the Master Servicer shall be entitled to direct the Trustee
      to pay the Master Servicing Fee to such Master Servicer by withdrawal from
      the
      Certificate Account to the extent that payments have been received with respect
      to the applicable Mortgage Loan. The Master Servicer shall be required to pay
      all expenses incurred by it in connection with its activities hereunder and
      shall not be entitled to reimbursement therefor except as provided in this
      Agreement. Pursuant to Section 4.01(e), all income and gain realized from any
      investment of funds in the Collection Account shall be for the benefit of the
      Master Servicer as additional compensation and pursuant to Section 4.04(c)
      all
      income or gain realized from any investment of funds in the Certificate Account
      during the Master Servicer Investment Period 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.

     

    
      
        
        

      

      
        166

        
          

        

      

      
        
        

      

    

     

    
      	
              Section
                9.22

            	
              REO
                Property. 

            


    

     

    (a) In
      the
      event the Trust Fund acquires ownership of any REO Property in respect of any
      Mortgage Loan, the deed or certificate of sale shall be issued to the Trustee,
      or to its nominee, on behalf of the Certificateholders. The Master Servicer
      shall use its reasonable best efforts to sell, or cause the Servicer to sell,
      to
      the extent provided in the Servicing Agreement, any REO Property as
      expeditiously as possible and in accordance with the provisions of this
      Agreement and the 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 Servicer to protect and conserve, such REO
      Property in the manner and to such extent required by the Servicing Agreement,
      subject to Article X hereof.

     

    (b) The
      Master Servicer shall deposit or cause to be deposited all funds collected
      and
      received by it, or recovered from the Servicer, in connection with the operation
      of any REO Property in the Collection Account.

     

    (c) The
      Master Servicer and the Servicer, upon the final disposition of any REO
      Property, shall be entitled to reimbursement for any related unreimbursed
      Advances and other unreimbursed advances as well as any unpaid Master Servicing
      Fees or Servicing Fees from Liquidation Proceeds received in connection with
      the
      final disposition of such REO Property; provided,
      that
      (without
      limitation of any other right of reimbursement that the Master Servicer or
      the
      Servicer shall have hereunder) any such unreimbursed Advances as well as any
      unpaid Net Master Servicing Fees or Servicing Fees may be reimbursed or paid,
      as
      the case may be, prior to final disposition, out of any net rental income or
      other net amounts derived from such REO Property.

     

    (d) The
      Liquidation Proceeds from the final disposition of the REO Property, net of
      any
      payment to the Master Servicer and the Servicer as provided above, shall be
      deposited in the Collection Account on or prior to the Determination Date in
      the
      month following receipt thereof and be remitted by wire transfer in immediately
      available funds on the next succeeding Master Servicer Remittance Date to the
      Trustee for deposit into the Certificate Account.

     

    
      	
              Section
                9.23

            	
              Notices
                to the Depositor and the Trustee. 

            


    

     

    (a) The
      Master Servicer shall promptly notify the Trustee, the Sponsor and the Depositor
      (i) of any legal proceedings pending against the Master Servicer of the type
      described in Item 1117 (§ 229.1117) of Regulation AB and (ii) if the Master
      Servicer shall become (but only to the extent not previously disclosed to the
      Master Servicer and the Depositor) at any time an affiliate of any of the
      parties listed on Exhibit V to this Agreement. On or before March 1st
      of each
      year, the Depositor shall distribute the information in Exhibit V hereto to
      the
      Master Servicer.

     

    (b) Not
      later
      than three 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 the Servicer strictly observing all requirements and deadlines in the
      performance of its duties under the Servicing Agreement. The Master Servicer
      shall have no liability for any loss, expense, damage or claim arising out
      of or
      with respect to any failure to properly prepare and/or timely deliver all such
      information where such failure results from the Master Servicer’s inability or
      failure to obtain or receive, on a timely basis, any information from the
      Servicer needed to prepare or deliver such information, which failure does
      not
      result from the Master Servicer’s own negligence, bad faith or willful
      misconduct.

     

    
      
        
        

      

      
        167

        
          

        

      

      
        
        

      

    

     

    
      	
              Section
                9.24

            	
              Reports
                to the Trustee. 

            


    

     

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

     

    (b) Not
      later
      than two Business Days following each Distribution Date, the Master Servicer
      shall deliver to one Person designated by the Depositor, in a format consistent
      with other electronic loan level reporting supplied by the Master Servicer
      in
      connection with similar transactions, “loan level” information with respect to
      the Mortgage Loans as of the related Determination Date, to the extent that
      such
      information has been provided to the Master Servicer by the Servicer or by
      the
      Depositor.

     

    (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
      Servicer without independent verification thereof and the Master Servicer shall
      be entitled to rely on such information.

     

    
      
        
        

      

      
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              Section
                9.25

            	
              Assessment
                of Compliance and Attestation
                Reports.

            


    

     

    (a) Assessment
      of Compliance

     

    (i) By
      March
      15 of each year, commencing in March 2008, the Master Servicer, the Credit
      Risk
      Manager and the Paying Agent (if other than 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.
      

    


    (ii) When
      the
      Master Servicer, the Credit Risk Manager and the Paying Agent (if other than
      the
      Trustee) (or any Servicing Function Participant engaged by it) submit their
      assessments to the Trustee and the Depositor, such parties will also at such
      time include the assessment (and attestation pursuant to subsection (b) of
      this
      Section 9.25) of each Servicing Function Participant engaged by it and shall
      indicate to the Depositor what Relevant Servicing Criteria will be addressed
      in
      any such reports prepared by any such Servicing Function
      Participant.

    


    (iii) Promptly
      after receipt of each report on assessment of compliance, the Exchange Act
      Signing Party shall confirm that the assessments, taken as a whole, address
      all
      Relevant 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
      S
      and on any similar exhibit set forth in the Servicing Agreement in respect
      of
      the Servicer, and the Custodial Agreement in respect of the Custodian, and
      shall
      notify the Depositor of any exceptions. By way of clarification and for the
      avoidance of doubt, it is acknowledged that the Trustee shall rely exclusively
      on Exhibit S and on any similar exhibit set forth in the Servicing Agreement
      and
      the Custodial Agreement to determine such Relevant 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) By
      March
      15 of each year for so long as the Depositor is subject to Exchange Act
      reporting requirements for the BNC Mortgage Loan Trust 2007-3, commencing in
      March 2008, the Master Servicer, the Credit Risk Manager and the Paying Agent
      (if other than 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, the Credit Risk Manager and the
      Paying Agent, 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, to the effect that (A) it has obtained
      a
      representation regarding certain matters from the management of such party,
      which includes an assertion that such party has complied with the Relevant
      Servicing Criteria, and (B) on the basis of an examination conducted by such
      firm in accordance with standards for attestation engagements issued or adopted
      by the PCAOB, it is expressing an opinion as to whether such party’s compliance
      with the Relevant Servicing Criteria was fairly stated in all material respects,
      or it cannot express an overall opinion regarding such party’s assessment of
      compliance with the Relevant Servicing Criteria. In the event that an overall
      opinion cannot be expressed, such registered public accounting firm shall state
      in such report why it was unable to express such an opinion. Such report must
      be
      available for general use and not contain restricted use language. 

     

    
      
        
        

      

      
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    (ii) Promptly
      after receipt of such report from the Master Servicer, the Credit Risk Manager,
      the Paying Agent (if other than the Trustee) or any Servicing Function
      Participant engaged by such parties, the Exchange Act Signing Party shall
      confirm that each assessment submitted pursuant subsection (a) of this Section
      9.25 is coupled with an attestation meeting the requirements of this Section
      and
      notify the Depositor of any exceptions.

     

    (c) The
      Master Servicer’s, Trustee’s and Paying Agent’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 Relevant Servicing Criteria. 

            


    

     

    (a) The
      Master Servicer shall deliver (and the Master Servicer shall cause any
      Additional Servicer engaged by it to deliver) to the Sponsor, the Depositor
      and
      the Trustee on or before March 15 of each year, commencing in March 2008, an
      Officer’s Certificate stating, as to the signer thereof, that (A) a review of
      such party’s activities during the preceding calendar year or portion thereof
      and of such party’s performance under this Agreement, or such other applicable
      agreement in the case of an Additional Servicer, has been made under such
      officer’s supervision and (B) to the best of such officer’s knowledge, based on
      such review, such party has fulfilled all its obligations under this Agreement,
      or such other applicable agreement in the case of an Additional Servicer, in
      all
      material respects throughout such year or portion thereof, or, if there has
      been
      a failure to fulfill any such obligation in any material respect, specifying
      each such failure known to such officer and the nature and status
      thereof.

     

    Copies
      of
      such statements shall be provided to any Certificateholder upon request, by
      the
      Master Servicer or by the Trustee at the Master Servicer’s expense if the Master
      Servicer failed to provide such copies (unless (i) the Master Servicer shall
      have failed to provide the Trustee with such statement or (ii) the Trustee
      shall
      be unaware of the Master Servicer’s failure to provide such
      statement).

     

    
      
        
        

      

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

     

    
      	
              Section
                9.27

            	
              Merger
                or Consolidation. 

            


    

     

    Any
      Person into which the Master Servicer may be merged or consolidated, or any
      Person resulting from any merger, conversion, other change in form or
      consolidation to which the Master Servicer shall be a party, or any Person
      succeeding to the business of the Master Servicer, shall be the successor to
      the
      Master Servicer hereunder, without the execution or filing of any paper or
      any
      further act on the part of any of the parties hereto, anything herein to the
      contrary notwithstanding; provided,
      however,
      that the
      successor or resulting Person to the Master Servicer shall be a Person that
      shall be qualified and approved to service mortgage loans for Fannie Mae or
      Freddie Mac and shall have a net worth of not less than
      $15,000,000.

     

    
      	
              Section
                9.28

            	
              Resignation
                of Master Servicer. 

            


    

     

    Except
      as
      otherwise provided in Sections 9.27 and 9.29 hereof, the Master Servicer shall
      not resign from the obligations and duties hereby imposed on it unless it
      determines that the Master Servicer’s duties hereunder are no longer permissible
      under applicable law or are in material conflict by reason of applicable law
      with any other activities carried on by it and cannot be cured. Any such
      determination permitting the resignation of the Master Servicer shall be
      evidenced by an Opinion of Counsel that shall be Independent to such effect
      delivered to the Trustee and any NIMS Insurer. No such resignation shall become
      effective until a period of time not to exceed 90 days after the Trustee
      receives written notice thereof from the Master Servicer and until the Trustee
      shall have assumed, or a successor master servicer acceptable to any NIMS
      Insurer and the Trustee shall have been appointed by the Trustee and until
      such
      successor shall have assumed, the Master Servicer’s responsibilities and
      obligations under this Agreement. Notice of such resignation shall be given
      promptly by the Master Servicer and the Depositor to the Trustee and any NIMS
      Insurer.

     

    
      	
              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 Subservicer, Subcontractor
      or other Person to perform any of the duties, covenants or obligations to be
      performed by the Master Servicer hereunder; provided,
      however,
      that the
      Master Servicer shall have the right without the prior written consent of the
      Trustee, any NIMS Insurer or the Depositor to delegate or assign to or
      subcontract with or authorize or appoint an Affiliate of the Master Servicer
      to
      perform and carry out any duties, covenants or obligations to be performed
      and
      carried out by the Master Servicer hereunder. In no case, however, shall any
      such delegation, subcontracting or assignment to an Affiliate of the Master
      Servicer relieve the Master Servicer of any liability hereunder. Notice of
      such
      permitted assignment, and the name of any such affiliated Subcontractor or
      Subservicer shall be given promptly by the Master Servicer to the Depositor,
      the
      Trustee and any NIMS Insurer. If, pursuant to any provision hereof, the duties
      of the Master Servicer are transferred to a successor master servicer, the
      entire amount of the Master Servicing Fees and other compensation payable to
      the
      Master Servicer pursuant hereto, including amounts payable to or permitted
      to be
      retained or withdrawn by the Master Servicer pursuant to Section 9.21 hereof,
      shall thereafter be payable to such successor master servicer.

     

    
      
        
        

      

      
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    (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 and
      an
      assessment report as provided in Section 9.26, which reports the Master Servicer
      shall include in its attestation and assessment reports. 

     

    
      	
              Section
                9.30

            	
              Limitation
                on Liability of the Master Servicer and Others. 

            


    

     

    (a) The
      Master Servicer undertakes to perform such duties and only such duties as are
      specifically set forth in this Agreement. 

     

    (b) No
      provision of this Agreement shall be construed to relieve the Master Servicer
      from liability for its own negligent action, its own negligent failure to act
      or
      its own willful misconduct; provided,
      however,
      that
      the duties and obligations of the Master Servicer shall be determined solely
      by
      the express provisions of this Agreement, the Master Servicer shall not be
      liable except for the performance of such duties and obligations as are
      specifically set forth in this Agreement; no implied covenants or obligations
      shall be read into this Agreement against the Master Servicer and, in absence
      of
      bad faith on the part of the Master Servicer, the Master Servicer may
      conclusively rely, as to the truth of the statements and the correctness of
      the
      opinions expressed therein, upon any certificates or opinions furnished to
      the
      Master Servicer and conforming to the requirements of this
      Agreement.

     

    (c) None
      of
      the Master Servicer, the Seller or the Depositor or any of the directors,
      officers, employees or agents of any of them shall be under any liability to
      the
      Trustee or the Certificateholders for any action taken or for refraining from
      the taking of any action in good faith pursuant to this Agreement, or for errors
      in judgment; provided,
      however,
      that
      this provision shall not protect the Master Servicer, the Seller or the
      Depositor or any such person against any liability that would otherwise be
      imposed by reason of willful misfeasance, bad faith or negligence in its
      performance of its duties or by reason of reckless disregard for its obligations
      and duties under this Agreement. The Master Servicer and any director, officer,
      employee or agent of any of them shall be entitled to indemnification by the
      Trust Fund and will be held harmless against any loss, liability or expense
      incurred in connection with any legal action relating to this Agreement or
      the
      Certificates other than any loss, liability or expense incurred by reason of
      willful misfeasance, bad faith or negligence in the performance of 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, the Seller
      and the Depositor shall be under no obligation to appear in, prosecute or defend
      any legal action that is not incidental to its duties to master service the
      Mortgage Loans in accordance with this Agreement and that in its opinion may
      involve it in any expenses or liability; provided,
      however,
      that the
      Master Servicer may in its sole discretion undertake any such action that it
      may
      deem necessary or desirable in respect to this Agreement and the rights and
      duties of the parties hereto and the interests of the Certificateholders
      hereunder. In such event, the legal expenses and costs of such action and any
      liability resulting therefrom shall be expenses, costs and liabilities of the
      Trust Fund and the Master Servicer shall be entitled to be reimbursed therefor
      out of the Collection Account it maintains as provided by Section
      4.02.

     

    
      
        
        

      

      
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    The
      Master Servicer shall not be liable for any acts or omissions of the Servicer.
      In particular, the Master Servicer shall not be liable for any course of action
      taken by the Servicer with respect to loss mitigation of defaulted Mortgage
      Loans at the direction of the Credit Risk Manager or the Seller pursuant to
      the
      Credit Risk Management Agreement. Further, the Master Servicer shall not be
      liable for performance by the Servicer under the Credit Risk Management
      Agreement. The Master Servicer shall not be liable under this Agreement or
      any
      other agreement relating to the Mortgage Loans or the Certificates, including
      with respect to any third-party beneficiaries thereof, for any losses,
      liabilities or expenses incurred in connection with any action taken, suffered
      or omitted to be taken by the Master Servicer in accordance with the direction
      of any NIMS Insurer, other than for any losses, liabilities or expenses
      resulting from the negligence or willful misconduct of the Master
      Servicer.

     

    
      	
              Section
                9.31

            	
              Indemnification;
                Third-Party Claims. 

            


    

     

    The
      Master Servicer agrees to indemnify the Depositor, the Sponsor, the Trustee
      (including in its capacity as Certificate Registrar and the Paying Agent) and
      any NIMS Insurer and their respective officers, directors, agents, employees
      and
      affiliates, and hold each of them harmless against any and all claims, losses,
      penalties, fines, forfeitures, reasonable legal fees and related costs,
      judgments, and any other costs, liability, fees and expenses that the Depositor,
      the Sponsor, the Trustee or any NIMS Insurer may sustain arising out of or
      based
      upon (a) any material breach by the Master Servicer of any if its obligations
      hereunder, including particularly its obligations to provide any reports under
      Section 9.25(a), Section 9.25(b) or Section 9.26 or any information, data or
      materials required to be included in any Exchange Act report, provided,
      however,
      that in
      no event shall the Master Servicer be liable for any special, consequential,
      indirect or punitive damages pursuant to this Section 9.31, even if advised
      of
      the possibility of such damages, (b) any material misstatement or omission
      in
      any information, data or materials provided by the Master Servicer, or (c)
      the
      negligence, bad faith or willful misconduct of the Master Servicer in connection
      with its performance hereunder. The Depositor, the Sponsor, the Trustee and
      any
      NIMS Insurer 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, the Trustee or any NIMS Insurer 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

            	
              Special
                Servicing of Delinquent Mortgage Loans. 

            


    

     

    If
      permitted under the terms of the Servicing Agreement, the Seller may appoint,
      pursuant to the terms of the Servicing Agreement and with the written consent
      of
      the Depositor, the Master Servicer, the Trustee and any NIMS Insurer, a special
      servicer to special service any Distressed Mortgage Loans. Any applicable
      termination fee related to the termination of the Servicer and the appointment
      of any special servicer shall be paid by the Seller from its own funds, without
      right of reimbursement from the Trust Fund. Any fees paid to any such special
      servicer shall not exceed the Servicing Fee Rate.

     

    
      	
              Section
                9.33

            	
              Alternative
                Index. 

            


    

     

    In
      the
      event that the Index for any Mortgage Loan, as specified in the related Mortgage
      Note, becomes unavailable for any reason, the Master Servicer shall select
      an
      alternative index, which in all cases shall be an index that constitutes a
      qualified rate on a regular interest under the REMIC Provisions, in accordance
      with the terms of such Mortgage Note or, if such Mortgage Note does not make
      provision for the selection of an alternative index in such event, the Master
      Servicer shall, subject to applicable law, select an alternative index based
      on
      information comparable to that used in connection with the original Index and,
      in either case, such alternative index shall thereafter be the Index for such
      Mortgage Loan.

     

    
      	
              Section
                9.34

            	
              Duties
                of the Credit Risk Manager. 

            


    

     

    (a) The
      Certificateholders, by their purchase and acceptance of the Certificates,
      appoint Clayton Fixed Income Services Inc., as Credit Risk Manager. For and
      on
      behalf of the Depositor, the Credit Risk Manager will provide reports and
      recommendations concerning certain delinquent and defaulted Mortgage Loans,
      and
      as to the collection of any Prepayment Premiums with respect to the Mortgage
      Loans. Such reports and recommendations will be based upon information provided
      pursuant to the Credit Risk Management Agreement to the Credit Risk Manager
      by
      the Servicer. The Credit Risk Manager shall look solely to the Servicer and/or
      the Master Servicer for all information and data (including loss and delinquency
      information and data) and loan level information and data relating to the
      servicing of the Mortgage Loans and the Trustee shall not have any obligation
      to
      provide any such information to the Credit Risk Manager and shall not otherwise
      have any responsibility under the Credit Risk Management Agreement.

     

    (b) On
      or
      about the 15th
      calendar
      day of each month, the Credit Risk Manager shall have prepared and shall make
      available to any NIMS Insurer, the Trustee, the Swap Counterparty and each
      Certificateholder, the following reports (each such report to be made in a
      format compatible with EDGAR filing requirements):

     

    (i)
       Watchlist
      Report:
      A
      listing of individual Mortgage Loans that are of concern to the Credit Risk
      Manager. Each Watchlist Report shall contain a listing of Mortgage Loans in
      any
      delinquency status, including current and paid-off loans, and may contain the
      comments of the Credit Risk Manager in its sole discretion. The Watchlist Report
      shall be presented in substantially the same format attached hereto as Exhibit
      R-1;

     

    
      
        
        

      

      
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    (ii)
       Loss
      Severity Report:
      A
      compilation and summary of all losses, indicating the loan loss severity for
      each Mortgage Pool. Each Loss Severity Report shall include detail of all losses
      reported by the Servicer or the Master Servicer as Realized Losses, except
      those
      for which the Servicer or the Master Servicer has not provided detail adequate
      for reporting purposes. The Loss Severity Report shall be presented in
      substantially the same format attached hereto as Exhibit R-2;

     

    (iii)
       [reserved];

     

    (iv)
       Prepayment
      Premiums Report:
      A
      summary of Prepayment Premiums assessed or waived by the Servicer. The
      Prepayment Premiums Report shall be presented in substantially the same format
      attached hereto as Exhibit R-4; and

     

    (v)
       Analytics
      Report:
      Analytics Reports shall include statistical and/or graphical portrayals
      of:

     

    (D)  Delinquency
      Trend:
      The
      delinquency trend, over time, of the Mortgage Loans;

     

    (E)  Prepayment
      Analysis:
      The
      constant prepayment rate “CPR” experience of the Mortgage Loans;
      and

     

    (F)  Standard
      Default Assumption:
      The
      Standard Default Assumption experience of the Mortgage Loans.

     

    The
      Analytics Report shall be presented in substantially the same format attached
      hereto as Exhibit R-5.

     

    The
      Credit Risk Manager shall make such reports and any additional information
      reasonably requested by the Depositor available each month to
      Certificateholders, the Trustee, any NIMS Insurer and the Rating Agencies via
      the Credit Risk Manager’s internet website. The Credit Risk Manager’s internet
      website shall initially be located at https://reports.clayton.com.
      The
      user name for access to the website shall be the Certificateholder’s e-mail
      address and the password shall be “BNC 2007-3.” The Trustee shall not have any
      obligation to review such reports or otherwise monitor or supervise the
      activities of the Credit Risk Manager.

     

    (c) [Reserved].

     

    (d) The
      Credit Risk Manager shall reasonably cooperate with the Depositor and the
      Exchange Act Signing Party in connection with the Trust Fund’s satisfying the
      reporting requirements under the Exchange Act with respect to reports prepared
      by the Credit Risk Manager.

     

    (e) The
      Credit Risk Manager has not and shall not engage any Subcontractor without
      (a)
      giving notice to the Sponsor, the Trustee, the Master Servicer and the Depositor
      and (b) requiring any such Subcontractor to provide to the Credit Risk Manager
      an assessment report as provided for in Section 9.25(a) above and an attestation
      report as provided in Section 9.25(b) above, which reports the Credit Risk
      Manager shall include in its assessment and attestation reports.

     

    
      
        
        

      

      
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    (f) By
      March
      15 of each year (or if such day is not a Business Day, the immediately preceding
      Business Day), the Credit Risk Manager shall deliver a signed certification,
      in
      the form attached hereto as Exhibit U (the “Credit Risk Manager Certification”),
      for the benefit of the Depositor, the Sponsor, the Master Servicer and the
      Trustee and for the benefit of the Person(s) signing the Form 10-K
      Certification; provided
      (i) that
      the Credit Risk Manager Certification shall be so provided by March 15 of such
      year only to the extent that the Depositor delivers a draft (without exhibits)
      of the applicable Annual Report on Form 10-K to the Credit Risk Manager by
      the
      fifth Business Day in March of such year and (ii) in the event that the
      Depositor delivers the draft Form 10-K referred to in clause (i) after the
      fifth
      Business Day in March of such year, the Credit Risk Manager shall deliver the
      Credit Risk Manager Certification as soon as practicable but no later than
      five
      calendar days of delivery to the Credit Risk Manager of such draft Form
      10-K.

     

    (g) In
      the
      event that prior to the filing date of the Form 10-K in March of each year,
      the
      Credit Risk Manager has knowledge or information material to the Credit Risk
      Manager Certification, the Credit Risk Manager shall promptly notify the
      Depositor and the Trustee, in writing. 

     

    
      	
              Section
                9.35

            	
              Limitation
                Upon Liability of the Credit Risk Manager. 

            


    

     

    Except
      as
      provided pursuant to Section 9.36 of this Agreement, neither the Credit Risk
      Manager, nor any of the directors, officers, employees or agents of the Credit
      Risk Manager, shall be under any liability to the Trustee, the
      Certificateholders or the Depositor for any action taken or for refraining
      from
      the taking of any action in good faith pursuant to this Agreement, in reliance
      upon information provided by the Servicer under the Credit Risk Management
      Agreement or for errors in judgment; provided, however,
      that
      this provision shall not protect the Credit Risk Manager or any such person
      against liability that would otherwise be imposed by reason of willful
      malfeasance, bad faith or gross negligence in its performance of its duties
      or
      by reason of reckless disregard for its obligations and duties under this
      Agreement or the Credit Risk Management Agreement. The Credit Risk Manager
      and
      any director, officer, employee or agent of the Credit Risk Manager 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, and may rely
      in good faith upon the accuracy of information furnished by the Servicer
      pursuant to the Credit Risk Management Agreement in the performance of its
      duties thereunder and hereunder.

     

    
      	
              Section
                9.36

            	
              Indemnification
                by the Credit Risk Manager. 

            


    

     

    The
      Credit Risk Manager agrees to indemnify the Depositor, the Master Servicer
      and
      the Trustee, and each of their respective directors, officers, employees and
      agents and the Trust Fund and hold each of them harmless from and against any
      losses, damages, penalties, fines, forfeitures, legal fees and expenses and
      related costs, judgments, and any other costs, fees and expenses that any of
      them may sustain arising out of or based upon the engagement of any
      Subcontractor in violation of Section 9.34(e) or any failure by the Credit
      Risk
      Manager to deliver any information, report, certification, accountants’ letter
      or other material when and as required under this Agreement, including any
      report under Sections 9.25(a) or (b).

     

    
      
        
        

      

      
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              Section
                9.37

            	
              Removal
                of Credit Risk Manager.

            


    

     

    The
      Credit Risk Manager may be removed as Credit Risk Manager by Certificateholders
      holding not less than a 66-2/3% Voting Interests in the Trust, in the exercise
      of its or their sole discretion, at any time, without cause, upon ten (10)
      days
      prior written notice. The Certificateholders shall provide such written notice
      to the Trustee and upon receipt of such notice, the Trustee shall provide
      written notice to the Credit Risk Manager of its removal, effective upon receipt
      of such notice.

     

    ARTICLE
      X

     

    REMIC
      ADMINISTRATION

     

    
      	
              Section
                10.01

            	
              REMIC
                Administration.

            


    

     

    (a) REMIC
      elections as set forth in the Preliminary Statement shall be made on Forms
      1066
      or other appropriate federal tax or information return for the taxable year
      ending on the last day of the calendar year in which the Certificates are
      issued. The regular interests and residual interest in each REMIC shall be
      as
      designated in the Preliminary Statement. For purposes of such designations,
      the
      interest rate of any regular interest that is computed by taking into account
      the weighted average of the Net Mortgage Rates of the Mortgage Loans shall
      be
      reduced by the amount of any expense paid by the Trust to the extent that (i)
      such expense was not taken into account in computing the Net Mortgage Rate
      of
      any Mortgage Loan, (ii) such expense does not constitute an “unanticipated
      expense” of a REMIC within the meaning of Treasury Regulation Section
      1.860G-1(b)(3)(ii) and (iii) the amount of such expense was not taken into
      account in computing the interest rate of a more junior Class of regular
      interests.

     

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

     

    (c) The
      Trustee shall represent the Trust Fund in any administrative or judicial
      proceeding relating to an examination or audit by any governmental taxing
      authority with respect thereto. The Trustee shall pay any and all tax related
      expenses (not including taxes) of each REMIC, including but not limited to
      any
      professional fees or expenses related to audits or any administrative or
      judicial proceedings with respect to such REMIC that involve the Internal
      Revenue Service or state tax authorities, but only to the extent that (i) such
      expenses are ordinary or routine expenses, including expenses of a routine
      audit
      but not expenses of litigation (except as described in (ii)); or (ii) such
      expenses or liabilities (including taxes and penalties) are attributable to
      the
      negligence or willful misconduct of the Trustee in fulfilling its duties
      hereunder (including its duties as tax return preparer). The Trustee shall
      be
      entitled to reimbursement of expenses to the extent provided in clause (i)
      above
      from the Certificate Account, provided,
      however,
      the
      Trustee shall not be entitled to reimbursement for expenses incurred in
      connection with the preparation of tax returns and other reports as required
      by
      Section 6.20 and this Section.

     

    
      
        
        

      

      
        177

        
          

        

      

      
        
        

      

    

     

    (d) The
      Trustee shall prepare, sign and file, all of each REMIC’s federal and applicable
      state tax and information returns as such REMIC’s direct representative. As used
      herein, applicable state tax and information returns shall mean returns as
      may
      be required by the laws of any state the applicability of which to the Trust
      Fund shall have been confirmed to the Trustee in writing either by the delivery
      to the Trustee of an Opinion of Counsel to such effect, or by delivery to the
      Trustee of a written notification to such effect by the taxing authority of
      such
      state. The expenses of preparing and filing such returns shall be borne by
      the
      Trustee.

     

    (e) The
      Trustee or its designee shall perform on behalf of each REMIC all reporting
      and
      other tax compliance duties that are the responsibility of such REMIC under
      the
      Code, the REMIC Provisions, or other compliance guidance issued by the Internal
      Revenue Service or any state or local taxing authority. Among its other duties,
      if required by the Code, the REMIC Provisions, or other such guidance, the
      Trustee shall provide (i) to the Treasury or other governmental authority such
      information as is necessary for the application of any tax relating to the
      transfer of a Residual Certificate to any disqualified person or organization
      pursuant to Treasury Regulation 1.860E-2(a)(5) and any person designated in
      Section 860E(e)(3) of the Code and (ii) to the Certificateholders such
      information or reports as are required by the Code or REMIC
      Provisions.

     

    The
      Trustee shall be entitled to receive reasonable compensation from the Trust
      for
      the performance of its duties under this subsection (e); provided,
      however,
      that
      such compensation shall not exceed $5,000 per year; provided,
      further,
      that
      after a Section 7.01(c) Purchase Event, any expenses incurred by the Trustee
      in
      connection with such Section 7.01(c) Purchase Event shall be reimbursed to
      the
      Trustee, regardless of the limitation set forth above, in accordance with
      Section 4.04(b).

     

    (f) The
      Trustee, the Master Servicer and the Holders of Certificates shall take any
      action within their respective control and scope of duties, or cause any REMIC
      to take any action necessary to create or maintain the status of any REMIC
      as a
      REMIC under the REMIC Provisions and shall assist each other as necessary to
      create or maintain such status. None of the Trustee, the Master Servicer or
      the
      Holder of any Residual Certificate shall knowingly take any action, within
      its
      respective control, cause any REMIC to take any action or fail to take (or
      fail
      to cause to be taken) any action within its respective control and scope of
      duties, that, under the REMIC Provisions, if taken or not taken, as the case
      may
      be, could result in an Adverse REMIC Event unless the Trustee, any NIMS Insurer
      and the Master Servicer have received an Opinion of Counsel addressed to the
      Trustee (at the expense of the party seeking to take such action) to the effect
      that the contemplated action will not result in an Adverse REMIC Event. In
      addition, prior to taking any action with respect to any REMIC or the assets
      therein, or causing any REMIC to take any action, which is not expressly
      permitted under the terms of this Agreement, any Holder of a Residual
      Certificate will consult with the Trustee, the Master Servicer, any NIMS Insurer
      or their respective designees, in writing, with respect to whether such action
      could cause an Adverse REMIC Event to occur with respect to any REMIC, and
      no
      such Person shall take any such action or cause any REMIC to take any such
      action as to which the Trustee, the Master Servicer or any NIMS Insurer has
      advised it in writing that an Adverse REMIC Event could occur.

     

    
      
        
        

      

      
        178

        
          

        

      

      
        
        

      

    

     

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

     

    (h) The
      Trustee shall, for federal income tax purposes, maintain books and records
      with
      respect to each REMIC on a calendar year and on an accrual basis.

     

    (i) No
      additional contributions of assets shall be made to any REMIC, except as
      expressly provided in this Agreement.

     

    (j) Neither
      the Trustee nor the Master Servicer shall enter into any arrangement by which
      any REMIC will receive a fee or other compensation for services.

     

    (k) On
      or
      before October 15 of each calendar year beginning in 2007, the Trustee shall
      deliver to any NIMS Insurer an Officer’s Certificate stating, without regard to
      any actions taken by any party other than the Trustee, the Trustee’s compliance
      with provisions of this Section 10.01. 

     

    (l) The
      Trustee shall treat each of the Basis Risk Reserve Fund and the Supplemental
      Interest Trust (exclusive of the Collateral Account) as an outside reserve
      fund
      within the meaning of Treasury Regulation Section 1.860G-2(h) that is owned
      by
      the Holders of the Class X Certificates and that is not an asset of any REMIC
      and all amounts deposited into the Basis Risk Reserve Fund or the Supplemental
      Interest Trust shall be treated as amounts distributed to the Class X
      Certificateholders. The Trustee shall treat the Collateral Account as an outside
      reserve fund that is owned by the Swap Counterparty and the Cap
      Counterparty.

     

    (m) For
      federal income tax purposes, upon any sale of the property held by the Trust
      Fund pursuant to Section 7.01(b), any NIM Redemption Amount paid by the Master
      Servicer shall not be treated as a portion of the purchase price paid for such
      property but shall instead be treated as an amount paid by the Master Servicer
      to the Holder of the Class X Certificates in exchange for an interest in the
      Class X Certificates immediately before the purchase of the property held by
      the
      Trust Fund.

     

    (n) The
      Trustee shall treat the beneficial owners of Certificates (other than the Class
      P, Class X, Class LT-R and Class R Certificates) as having entered into a
      notional principal contract with the beneficial owners of the Class X
      Certificates. Pursuant to each such notional principal contract, all beneficial
      owners of LIBOR Certificates shall be treated as having agreed to pay, on each
      Distribution Date, to the beneficial owners of the Class X Certificates an
      aggregate amount equal to the excess, if any, of (i) the amount payable on
      such
      Distribution Date on the interest in the Upper Tier REMIC corresponding to
      such
      Class of Certificates over
      (ii)
      the
      amount payable on such Class of Certificates on such Distribution Date (such
      excess, a “Class I Shortfall”). A Class I Shortfall payable from interest
      collections shall be allocated to each Class of Certificates to the extent
      that
      interest accrued on such Class for the related Accrual Period at the Certificate
      Interest Rate for a Class, computed by substituting “REMIC 3 Net Funds Cap” for
      the applicable “Net Funds Cap” in the definition thereof, exceeds the amount of
      interest accrued for the related Accrual Period based on the applicable Net
      Funds Cap, and a Class I Shortfall payable from principal collections shall
      be
      allocated to the most subordinate Class of Certificates with an outstanding
      principal balance to the extent of such balance. In addition, pursuant to such
      notional principal contract, the beneficial owner of the Class X Certificates
      shall be treated as having agreed to pay Basis Risk Shortfalls and Unpaid Basis
      Risk Shortfalls to the Owners of the LIBOR Certificates in accordance with
      the
      terms of this Agreement. Any
      payments to the Certificates in light of the foregoing shall not be payments
      with respect to a “regular interest” in a REMIC within the meaning of Code
      Section 860G(a)(1). However, any payment from the Certificates of a Class I
      Shortfall shall be treated for tax purposes as having been received by the
      beneficial
      owners
      of such
      Certificates in respect of their Interests in the Upper Tier REMIC and as having
      been paid by such beneficial
      owners
      to the
      Supplemental Interest Trust pursuant to the notional principal
      contract.
      Thus,
      each Certificate (other than a Class P, Class R and Class LT-R Certificates)
      shall be treated as representing not only ownership of regular interests in
      the
      Upper Tier REMIC, but also ownership of an interest in (and obligations with
      respect to) a notional principal contract. For tax purposes, the notional
      principal contract shall be deemed to have a value in favor of the Certificates
      entitled to receive Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls
      of
      $38,831.31 as of the Closing Date.

     

    
      
        
        

      

      
        179

        
          

        

      

      
        
        

      

    

     

    (o) Notwithstanding
      the priority and sources of payments set forth in Article V hereof or otherwise,
      the Trustee shall account for all distributions on the Certificates as set
      forth
      in this Section 10.01. In no event shall any payments of Basis Risk Shortfalls
      or Unpaid Basis Risk Shortfalls provided for in this Section 10.01 be treated
      as
payments
      with respect to a “regular interest” in a REMIC within the meaning of Code
      Section 860G(a)(1).

     

    
      	
              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 each REMIC pursuant to Article VII of this Agreement,
      (iv) a substitution pursuant to Article II of this Agreement or (v) a repurchase
      of Mortgage Loans pursuant to Article II of this Agreement, nor acquire any
      assets for any REMIC, nor sell or dispose of any investments in the Certificate
      Account for gain, nor accept any contributions to any REMIC after the Closing
      Date, unless the Trustee and any NIMS Insurer has received an Opinion of Counsel
      addressed to the Trustee (at the expense of the party causing such sale,
      disposition, or substitution) that such disposition, acquisition, substitution,
      or acceptance will not (a) result in an Adverse REMIC Event, (b) affect the
      distribution of interest or principal on the Certificates or (c) result in
      the
      encumbrance of the assets transferred or assigned to the Trust Fund (except
      pursuant to the provisions of this Agreement).

     

    
      
        
        

      

      
        180

        
          

        

      

      
        
        

      

    

     

    
      	
              Section
                10.03

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

            


    

     

    Upon
      the
      occurrence of an Adverse REMIC Event due to the negligent performance by the
      Trustee of its duties and obligations set forth herein, the Trustee, including
      in its individual capacity, shall indemnify any NIMS Insurer, the Holder of
      the
      related Residual Certificate or the Trust Fund, as applicable, against any
      and
      all losses, claims, damages, liabilities or expenses (“Losses”) resulting from
      such negligence; provided,
      however,
      that the
      Trustee shall not be liable for any such Losses attributable to the action
      or
      inaction of the Master Servicer, the Depositor, the Class X Certificateholders
      or the Holder of such Residual Certificate, as applicable, nor for any such
      Losses resulting from misinformation provided by the Holder of such Residual
      Certificate on which the Trustee has relied. The foregoing shall not be deemed
      to limit or restrict the rights and remedies of the Holder of such Residual
      Certificate now or hereafter existing at law or in equity. Notwithstanding
      the
      foregoing, however, in no event shall the Trustee have any liability (1) for
      any
      action or omission that is taken in accordance with and in compliance with
      the
      express terms of, or which is expressly permitted by the terms of, this
      Agreement or the Servicing Agreement, (2) for any Losses other than arising
      out
      of a negligent performance by the Trustee of its duties and obligations set
      forth herein, and (3) for any special or consequential damages to
      Certificateholders (in addition to payment of principal and interest on the
      Certificates) even if the Trustee has been advised of the likelihood of such
      loss or damage and regardless of the form of action. In addition, the Trustee
      shall not have any liability for the actions or failure to act of any other
      party hereto.

     

    
      	
              Section
                10.04

            	
              REO
                Property. 

            


    

     

    (a) Notwithstanding
      any other provision of this Agreement, the Master Servicer, acting on behalf
      of
      the Trustee hereunder, shall not, except to the extent provided in the Servicing
      Agreement, knowingly permit the Servicer to, rent, lease, or otherwise earn
      income on behalf of any REMIC with respect to any REO Property which might
      cause
      an Adverse REMIC Event unless the Master Servicer has advised, or has caused
      the
      Servicer to advise, the Trustee and any NIMS Insurer in writing to the effect
      that, under the REMIC Provisions, such action would not result in an Adverse
      REMIC Event.

     

    (b) The
      Master Servicer shall cause the Servicer (to the extent provided in the
      Servicing Agreement) to make reasonable efforts to sell any REO Property for
      its
      fair market value. In any event, however, the Master Servicer shall, or shall
      cause the Servicer (to the extent provided in the Servicing Agreement) to,
      dispose of any REO Property within three years of its acquisition by the Trust
      Fund unless the Master Servicer has received a grant of extension from the
      Internal Revenue Service to the effect that, under the REMIC Provisions, the
      REMIC may hold REO Property for a longer period without causing an Adverse
      REMIC
      Event. If the Master Servicer has received such an extension, then the Master
      Servicer, acting on the Trustee’s behalf hereunder, shall, or shall cause the
      Servicer to, continue to attempt to sell the REO Property for its fair market
      value for such period longer than three years as such extension permits (the
      “Extended Period”). If the Master Servicer has not received such an extension
      and the Master Servicer or the Servicer, acting on behalf of the Trustee
      hereunder, is unable to sell the REO Property within 33 months after its
      acquisition by the Trust Fund or if the Master Servicer has received such an
      extension, and the Master Servicer or the Servicer is unable to sell the REO
      Property within the period ending three months before the close of the Extended
      Period, the Master Servicer shall cause the Servicer, before the end of the
      three year period or the Extended Period, as applicable, to (i) purchase such
      REO Property at a price equal to the REO Property’s fair market value or (ii)
      auction the REO Property to the highest bidder (which may be the 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.

     

    
      
        
        

      

      
        181

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      XI

     

    MISCELLANEOUS
      PROVISIONS

     

    
      	
              Section
                11.01

            	
              Binding
                Nature of Agreement; Assignment. 

            


    

     

    This
      Agreement shall be binding upon and inure to the benefit of the parties hereto
      and their respective successors and permitted assigns.

     

    
      	
              Section
                11.02

            	
              Entire
                Agreement. 

            


    

     

    This
      Agreement contains the entire agreement and understanding among the parties
      hereto with respect to the subject matter hereof, and supersedes all prior
      and
      contemporaneous agreements, understandings, inducements and conditions, express
      or implied, oral or written, of any nature whatsoever with respect to the
      subject matter hereof. The express terms hereof control and supersede any course
      of performance and/or usage of the trade inconsistent with any of the terms
      hereof.

     

    
      	
              Section
                11.03

            	
              Amendment.  

            


    

     

    (a) On
      or
      prior to a Section 7.01(c) Purchase Event, this Agreement may be amended from
      time to time by the Depositor, the Master Servicer and the Trustee, with the
      consent of any NIMS Insurer, but without the consent of the Credit Risk Manager
      or the Swap Counterparty (except to the extent that the rights or obligations
      of
      (1) the Credit Risk Manager or the Swap Counterparty hereunder or (2) the Swap
      Counterparty under the Swap Agreement are affected thereby, and except to the
      extent the ability of the Trustee on behalf of the Supplemental Interest Trust
      and the Trust Fund to perform fully and timely its obligations under the Swap
      Agreement is adversely affected, in which case prior written consent of the
      Swap
      Counterparty is required) and without notice to or the consent of any of the
      Holders, (i) to cure any ambiguity, (ii) to cause the provisions herein to
      conform to or be consistent with or in furtherance of the statements made with
      respect to the Certificates, the Trust Fund or this Agreement in any Offering
      Document, or to correct or supplement any provision herein which may be
      inconsistent with any other provisions herein or with the provisions of the
      Servicing Agreement, (iii) to make any other provisions with respect to matters
      or questions arising under this Agreement or (iv) to add, delete, or amend
      any
      provisions to the extent necessary or desirable to comply with any requirements
      imposed by the Code and the REMIC Provisions as evidenced by an Opinion of
      Counsel. No such amendment effected pursuant to the preceding sentence shall,
      as
      evidenced by an Opinion of Counsel, result in an Adverse REMIC Event, nor shall
      such amendment effected pursuant to clause (iii) of such sentence adversely
      affect in any material respect the interests of any Holder. Prior to entering
      into any amendment without the consent of Holders pursuant to this paragraph,
      the Trustee, any NIMS Insurer and the Swap Counterparty shall be provided with
      an Opinion of Counsel addressed to the Trustee, any NIMS Insurer and the Swap
      Counterparty (at the expense of the party requesting such amendment) to the
      effect that such amendment is permitted under this Section. Any
      such
      amendment shall be deemed not to adversely affect in any material respect any
      Holder, if the Trustee receives written confirmation from each Rating Agency
      that such amendment will not cause such Rating Agency to reduce the current
      rating assigned to the Certificates.

     

    
      
        
        

      

      
        182

        
          

        

      

      
        
        

      

    

     

    (b) On
      or
      prior to a Section 7.01(c) Purchase Event, this Agreement may also be amended
      from time to time by the Depositor, the Master Servicer and the Trustee, with
      the consent of any NIMS Insurer, but without the consent of the Credit Risk
      Manager or the Swap Counterparty (except to the extent that the rights or
      obligations of (1) the Credit Risk Manager or the Swap Counterparty hereunder
      or
      (2) the Swap Counterparty under the Swap Agreement are affected thereby, or
      the
      ability of the Trustee on behalf of the Supplemental Interest Trust and the
      Trust Fund to perform fully and timely its obligations under the Swap Agreement
      is adversely affected, in which case prior written consent of the Swap
      Counterparty is required) and 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 and any NIMS Insurer 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 is permitted hereunder; and provided further, that no such
      amendment may (i) reduce in any manner the amount of, or delay the timing of,
      payments received on Mortgage Loans which are required to be distributed on
      any
      Certificate, without the consent of the Holder of such Certificate or (ii)
      reduce the aforesaid percentages of Class Principal Amount (or Percentage
      Interest) of Certificates of each Class, the Holders of which are required
      to
      consent to any such amendment without the consent of the Holders of 100% of
      the
      Class Principal Amount (or Percentage Interest) of each Class of Certificates
      affected thereby. For purposes of this paragraph, references to “Holder” or
“Holders” shall be deemed to include, in the case of any Class of Book-Entry
      Certificates, the related Certificate Owners. 

     

    (c) After
      a
      Section 7.01(c) Purchase Event but on or prior to a Trust Fund Termination
      Event, this Agreement may be amended from time to time by the Depositor, the
      Master Servicer, the LTURI-holder and the Trustee, but without the consent
      of
      the Credit Risk Manager, the Cap Counterparty, or the Swap Counterparty (except
      to the extent that the rights or obligations of (1) the Credit Risk Manager,
      the
      Cap Counterparty or the Swap Counterparty hereunder or (2) the Cap Counterparty
      or the Swap Counterparty under the Interest Rate Cap Agreement or the Swap
      Agreement, respectively, or the ability of the Trustee on behalf of the
      Supplemental Interest Trust and the Trust Fund to perform fully and timely
      its
      obligations under the Interest Rate Cap Agreement or Swap Agreement, as
      applicable, is adversely affected, in which case prior written consent of the
      Credit Risk Manager, the Cap Counterparty or the Swap Counterparty, as
      applicable, is required). Prior to entering into any amendment pursuant to
      this
      paragraph, the Trustee and the Swap Counterparty shall be provided with an
      Opinion of Counsel addressed to the Trustee, any NIMS Insurer and the Swap
      Counterparty (at the expense of the party requesting such amendment) to the
      effect that such amendment is permitted under this Section and will not result
      in an Adverse REMIC Event.

     

    
      
        
        

      

      
        183

        
          

        

      

      
        
        

      

    

     

    (d) Promptly
      after the execution of any such amendment, the Trustee shall furnish written
      notification of the substance of such amendment to each Holder, the Depositor,
      the Swap Counterparty, any NIMS Insurer and to the Rating Agencies.

     

    (e) It
      shall
      not be necessary for the consent of Holders under this Section 11.03 to approve
      the particular form of any proposed amendment, but it shall be sufficient if
      such consent shall approve the substance thereof. The manner of obtaining such
      consents and of evidencing the authorization of the execution thereof by Holders
      shall be subject to such reasonable regulations as the Trustee may
      prescribe.

     

    (f) Notwithstanding
      anything to the contrary in the Servicing Agreement, the Trustee shall not
      consent to any amendment of the Servicing Agreement unless (i) such amendment
      is
      effected pursuant to the standards provided in Section 11.03(a) or 11.03(b)
      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 the Servicing Agreement.


     

    (g) Notwithstanding
      anything to the contrary in this Section 11.03, this Agreement may be amended
      from time to time by the Depositor, the Master Servicer and the Trustee to
      the
      extent necessary, in the judgment of the Depositor and its counsel, to comply
      with the Rules.

     

    
      	
              Section
                11.04

            	
              Voting
                Rights. 

            


    

     

    Except
      to
      the extent that the consent of all affected Certificateholders is required
      pursuant to this Agreement, with respect to any provision of this Agreement
      requiring the consent of Certificateholders representing specified percentages
      of aggregate outstanding Certificate Principal Amount (or Percentage Interest),
      Certificates owned by the Depositor, the Master Servicer, the Trustee, the
      Servicer, the Credit Risk Manager or Affiliates thereof are not to be counted
      so
      long as such Certificates are owned by the Depositor, the Master Servicer,
      the
      Trustee, the Servicer, the Credit Risk Manager or any Affiliate
      thereof.

     

    
      	
              Section
                11.05

            	
              Provision
                of Information. 

            


    

     

    (a) For
      so
      long as any of the Certificates of any Series or Class are “restricted
      securities” within the meaning of Rule 144(a)(3) under the Act, each of the
      Depositor, the Master Servicer and the Trustee agree to cooperate with each
      other to provide to any Certificateholders, any NIM Security holder and to
      any
      prospective purchaser of Certificates designated by such holder, upon the
      request of such holder or prospective purchaser, any information required to
      be
      provided to such holder or prospective purchaser to satisfy the condition set
      forth in Rule 144A(d)(4) under the Act. Any reasonable, out-of-pocket expenses
      incurred by the Master Servicer or the Trustee in providing such information
      shall be reimbursed by the Depositor.

     

    (b) The
      Trustee shall make available to any person to whom a Prospectus was delivered,
      upon the request of such person specifying the document or documents requested,
      (i) a copy (excluding exhibits) of any report on Form 8-K, Form 10-D or Form
      10-K filed with the Commission pursuant to Section 6.20(c) and (ii) a copy
      of
      any other document incorporated by reference in the Prospectus (to the extent
      that the Trustee has such documents in its possession or such documents are
      reasonably obtainable by the Trustee). Any reasonable out-of-pocket expenses
      incurred by the Trustee in providing copies of such documents shall be
      reimbursed by the Depositor.

     

    
      
        
        

      

      
        184

        
          

        

      

      
        
        

      

    

     

    (c) On
      each
      Distribution Date, the Trustee shall make available on its website to the
      Depositor, Attention: Contract Finance, a copy of the report delivered to
      Certificateholders pursuant to Section 4.03.

     

    
      	
              Section
                11.06

            	
              Governing
                Law. 

            


    

     

    THIS
      AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
      THE
      STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER
      THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS
      AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH
      SUCH LAWS.

     

    
      	
              Section
                11.07

            	
              Notices. 

            


    

     

    All
      demands, notices and communications hereunder shall be in writing and shall
      be
      deemed to have been duly given when received by (a) in the case of the
      Depositor, Structured Asset Securities Corporation, 745 Seventh Avenue, 13th
      Floor, New York, NY 10019, Attention: Mortgage Finance BNC 2007-3, (b) in
      the case of the Seller, Lehman Brothers Holdings Inc., 745 Seventh Avenue,
      13th
      Floor, New York, NY 10019, Attention: Mortgage Finance BNC 2007-3, (c)  in
      the case of the Credit Risk Manager, Clayton Fixed Income Services Inc., 1700
      Lincoln Street, Suite 1600, Denver, Colorado 80203, Attention: General Counsel,
      (d) in the case of the Trustee, Citibank, N.A., to the applicable Corporate
      Trust Office, (e) in the case of the Master Servicer, Aurora Loan Services
      LLC,
      10350 Park Meadows Drive, Littleton, Colorado 80124; Attention: Master
      Servicing, BNC 2007-3, and (f) in the case of the Cap Counterparty or the Swap
      Counterparty, at the address therefore set forth in the Interest Rate Cap
      Agreement and Swap Agreement, respectively, or, as to each party, such other
      address as may hereafter be furnished by such party to the other parties in
      writing. All demands, notices and communications to a party hereunder shall
      be
      in writing and shall be deemed to have been duly given when delivered to such
      party at the relevant address, facsimile number or electronic mail address
      set
      forth above or at such other address, facsimile number or electronic mail
      address as such party may designate from time to time by written notice in
      accordance with this Section 11.07.

    


    
      	
              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.

     

    
      
        
        

      

      
        185

        
          

        

      

      
        
        

      

    

     

    
      	
              Section
                11.09

            	
              Indulgences;
                No Waivers. 

            


    

     

    Neither
      the failure nor any delay on the part of a party to exercise any right, remedy,
      power or privilege under this Agreement shall operate as a waiver thereof,
      nor
      shall any single or partial exercise of any right, remedy, power or privilege
      preclude any other or further exercise of the same or of any other right,
      remedy, power or privilege, nor shall any waiver of any right, remedy, power
      or
      privilege with respect to any occurrence be construed as a waiver of such right,
      remedy, power or privilege with respect to any other occurrence. No waiver
      shall
      be effective unless it is in writing and is signed by the party asserted to
      have
      granted such waiver.

     

    
      	
              Section
                11.10

            	
              Headings
                Not To Affect Interpretation. 

            


    

     

    The
      headings contained in this Agreement are for convenience of reference only,
      and
      they shall not be used in the interpretation hereof.

     

    
      	
              Section
                11.11

            	
              Benefits
                of Agreement.

            


    

     

    The
      Depositor shall promptly notify the Custodian and the Trustee in writing of
      the
      issuance of any Class of NIMS Securities issued by a NIMS Insurer and the
      identity of such NIMS Insurer. Thereafter, the NIMS Insurer shall be deemed
      a
      third-party beneficiary of this Agreement to the same extent as if it were
      a
      party hereto, and shall be subject to and have the right to enforce the
      provisions of this Agreement so long as the NIMS Securities remaining
      outstanding or the NIMS Insurer is owed amounts in respect of its guarantee
      of
      payment of such NIMS Securities. Nothing in this Agreement or in the
      Certificates, express or implied, shall give to any Person, other than the
      parties to this Agreement and their successors hereunder, the Swap Counterparty
      and its successors and assignees under the Swap Agreement, the Holders of the
      Certificates and the NIMS Insurer, any benefit or any legal or equitable right,
      power, remedy or claim under this Agreement, except to the extent specified
      in
      Sections 5.08 and Section 11.15, as applicable.

     

    
      	
              Section
                11.12

            	
              Special
                Notices to the Rating Agencies and any NIMS Insurer.  

            


    

     

    (a) The
      Depositor shall give prompt notice to the Rating Agencies and any NIMS Insurer
      of the occurrence of any of the following events of which it has
      notice:

     

    (i)
       any
      amendment to this Agreement pursuant to Section 11.03;

     

    (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;
      

     

    
      
        
        

      

      
        186

        
          

        

      

      
        
        

      

    

     

    (vi)
       the
      making of a final payment pursuant to Section 7.02; and

     

    (vii)
       any
      termination of the rights and obligations of the Servicer under the Servicing
      Agreement.

     

    (b) All
      notices to the Rating Agencies provided for this Section shall be in writing
      and
      sent by first class mail, telecopy or overnight courier, as
      follows:

     

    If
      to
      S&P, to:

    


    Standard
      & Poor’s Ratings Services

    55
      Water
      Street

    New
      York,
      New York 10041

    Attention:
      Residential Mortgages

    


    If
      to
      Moody’s, to:

    


    Moody’s
      Investors Service, Inc.

    99
      Church
      Street

    New
      York,
      New York 10007

    Attention:
      Residential Mortgages

     

    (c) The
      Trustee shall provide or make available to the Rating Agencies reports prepared
      pursuant to Section 4.03. In addition, the Trustee shall, at the expense of
      the
      Trust Fund, make available to each Rating Agency such information as such Rating
      Agency may reasonably request regarding the Certificates or the Trust Fund,
      to
      the extent that such information is reasonably available to the
      Trustee.

     

    
      	
              Section
                11.13

            	
              Conflicts. 

            


    

     

    To
      the
      extent that the terms of this Agreement conflict with the terms of the Servicing
      Agreement, the Servicing Agreement shall govern, unless such provisions shall
      adversely affect the Trustee or the Trust Fund.

     

    
      	
              Section
                11.14

            	
              Counterparts. 

            


    

     

    This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      deemed to be an original, and all of which together shall constitute one and
      the
      same instrument.

     

    
      	
              Section
                11.15

            	
              Transfer
                of Servicing. 

            


    

     

    The
      Seller agrees that it shall provide written notice to the Master Servicer,
      the
      Swap Counterparty, any NIMS Insurer and the Trustee thirty days prior to any
      proposed transfer or assignment by such Seller of its rights under the Servicing
      Agreement or of the servicing thereunder or delegation of its rights or duties
      thereunder or any portion thereof to any other Person other than the initial
      Servicer under the Servicing Agreement. In addition, the ability of the Seller
      to transfer or assign its rights and delegate its duties under the Servicing
      Agreement or to transfer the servicing thereunder to a successor servicer shall
      be subject to the following conditions:

     

    
      (i)
         Satisfaction
        of the conditions to such transfer as set forth in the Servicing Agreement
        including, without limitation, receipt of written consent of any NIMS Insurer
        and the Master Servicer to such transfer;

       

    

    
      
        
        

      

      
        187

        
          

        

      

      
        
        

      

    

     

    (ii)
       Such
      successor servicer must be qualified to service loans for Fannie Mae or Freddie
      Mac, and must be a member in good standing of MERS;

     

    (iii)
       Such
      successor servicer must satisfy the seller/servicer eligibility standards in
      the
      Servicing Agreement, exclusive of any experience in mortgage loan
      origination;

     

    (iv)
       Such
      successor servicer must execute and deliver to the Trustee and the Master
      Servicer an agreement, in form and substance reasonably satisfactory to the
      Trustee and the Master Servicer, that contains an assumption by such successor
      servicer of the due and punctual performance and observance of each covenant
      and
      condition to be performed and observed by the Servicer under the Servicing
      Agreement;

     

    (v)
       There
      must be delivered to the Trustee and the Master Servicer a letter from each
      Rating Agency to the effect that such transfer of servicing will not result
      in a
      qualification, withdrawal or downgrade of the then-current rating of any of
      the
      Certificates; and

     

    (vi)
       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, all funds held by the prior Servicer in respect of the
      Mortgage Loans; (E) on or prior to the effective date of such transfer of
      servicing, the Seller shall cause the prior Servicer to, after the effective
      date of the transfer of servicing to the successor 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.
      Notwithstanding the foregoing, the prior Servicer shall be obligated to perform
      the items listed above to the extent provided in the Servicing
      Agreement.

     

    
      
        
        

      

      
        188

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the parties hereto have caused their names to be signed hereto
      by their respective officers hereunto duly authorized as of the day and year
      first above written.

     

    
      	 	 	 
	 	
              STRUCTURED
                ASSET SECURITIES

              CORPORATION,
                as Depositor

            
	 
 	 
 	 
 
	
            	By:  	/s/
              Ellen V. Kiernan 
	 	
              
Name:
              Ellen V. Kiernan
              Title:
                Senior Vice President 

            


    

     

    
      	 	 	 
	 	
              CITIBANK,
                N.A., 

              as
                Trustee

            
	 
 	 
 	 
 
	
            	By:  	/s/
              Cirino Emanuele 
	 	
              

              Name:
                Cirino Emanuele

              Title:
                Vice President

            


    

     

    
      	 	 	 
	 	
              AURORA
                LOAN SERVICES LLC, as Master 

              Servicer

            
	 
 	 
 	 
 
	
            	By:  	/s/
              Linda A. Sherman 
	 	
              

              Name:
                Linda A. Sherman

              Title:
                Senior Vice President

            


    

     

    
      	 	 	 
	 	
              CLAYTON
                FIXED INCOME SERVICES INC.,

              as
                Credit Risk Manager

            
	 
 	 
 	 
 
	
            	By:  	/s/
              Kevin J. Kanouff 
	 	
              
Name:
              Kevin J. Kanouff
              Title:
                President and General Counsel

            


    

                                      

    Solely
      for purposes of Sections 5.06(c), 5.07(f), 5.07(g), 

    6.11
      and
      11.15, accepted and agreed to by:

     

    
      	
              LEHMAN
                BROTHERS HOLDINGS INC.

            	 	 	 
	 	 	 	 
	 	 	 	 
	
              By: 
                /s/
                Michael Hitzmann 

            	 	 	
            
	
              
                

              

              Name:
                Michael Hitzmann

              Title:
                Authorized Signatory

            	 	 	
            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
      A-1

     

    [FORM
      OF
      SENIOR CERTIFICATE]


     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS OWNERSHIP
      OF A
“REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE
      TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
      REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), AND A RIGHT TO RECEIVE PAYMENTS
      FROM THE BASIS RISK RESERVE FUND.

     

    THIS
      CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, AND IS NOT
      GUARANTEED BY, THE DEPOSITOR, THE TRUSTEE, THE MASTER SERVICER OR ANY AFFILIATE
      OF ANY OF THEM AND IS NOT INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY
      OR
      PRIVATE INSURER.

     

    DISTRIBUTIONS
      IN REDUCTION OF THE CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE MAY BE
      MADE
      IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE CERTIFICATE PRINCIPAL
      AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE
      PRINCIPAL AMOUNT OF THIS CERTIFICATE AS SET FORTH HEREIN.

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR
      REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
      IS
      REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
      BY AN AUTHORIZED REPRESENTATIVE OF DTC AND ANY PAYMENT IS MADE TO CEDE & CO.
      OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
      DTC,
      ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
      PERSON IS WRONGFUL, INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
      AN INTEREST HEREIN.

     

    NO
      TRANSFER OF THIS CERTIFICATE PRIOR TO THE TERMINATION OF THE SWAP AGREEMENT
      AND
      THE INTEREST RATE CAP AGREEMENT SHALL BE MADE UNLESS THE TRUSTEE SHALL HAVE
      RECEIVED A REPRESENTATION LETTER FROM THE TRANSFEREE OF THIS CERTIFICATE TO
      THE
      EFFECT THAT EITHER (I) SUCH TRANSFEREE IS NEITHER AN EMPLOYEE BENEFIT PLAN
      OR
      OTHER RETIREMENT ARRANGEMENT WHICH IS SUBJECT TO SECTION 406 OF ERISA AND/OR
      SECTION 4975 OF THE CODE OR ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE SUCH
      PLAN’S OR ARRANGEMENT’S ASSETS BY REASON OF THEIR INVESTMENT IN THE ENTITY (A
“PLAN”) NOR A PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF
      ANY SUCH PLAN TO EFFECT SUCH TRANSFER OR (II) THE ACQUISITION AND HOLDING OF
      THIS CERTIFICATE ARE ELIGIBLE FOR EXEMPTIVE RELIEF UNDER THE STATUTORY EXEMPTION
      FOR NONFIDUCIARY SERVICE PROVIDED UNDER SECTION 408(b)(17) OF ERISA OR SECTION
      4975(d)(20) OF THE CODE OR PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”)
      84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60 OR PTCE 96-23. ANY PURPORTED TRANSFER
      OF THIS CERTIFICATE PRIOR TO THE TERMINATION OF THE SWAP AGREEMENT AND THE
      INTEREST RATE CAP AGREEMENT TO OR ON BEHALF OF A PLAN WITHOUT THE DELIVERY
      TO
      THE TRUSTEE OF A REPRESENTATION LETTER AS DESCRIBED ABOVE SHALL BE VOID AND
      OF
      NO EFFECT. IF THIS CERTIFICATE IS A BOOK-ENTRY CERTIFICATE PRIOR TO THE DATE
      OF
      THE TERMINATION OF THE SWAP AGREEMENT AND THE INTEREST RATE CAP AGREEMENT,
      THE
      TRANSFEREE WILL BE DEEMED TO HAVE MADE A REPRESENTATION AS PROVIDED IN CLAUSE
      (I) OR (II) OF THIS PARAGRAPH, AS APPLICABLE.

     

    
      
        
        

      

      
        Exhibit
          A-1-1

        
          

        

      

      
        
        

      

    


    BNC
      MORTGAGE LOAN TRUST 2007-3,

    MORTGAGE
      PASS-THROUGH CERTIFICATE, SERIES 2007-3 CLASS [__]


    


    Evidencing
      a beneficial interest in two pools consisting primarily of certain conventional,
      first lien, adjustable and fixed rate, fully amortizing and balloon, residential
      mortgage loans and other assets in a trust fund established by:

     

    STRUCTURED
      ASSET SECURITIES CORPORATION

     

    
      	
              Initial
                Class Principal Amount of the Class [__] 
Certificates:
                $[__________]

               

            	 	
              Initial
                Certificate Principal Amount of this 
Certificate:
                $[__________]

               

            
	
              Certificate
                Interest Rate: Variable

               

            	 	
              Cut-off
                Date: June 1, 2007

               

            
	
              NUMBER
                [__]

            	 	
              CUSIP:
                [__________]

            


    

    


    
      
        
        

      

      
        Exhibit
          A-1-2

        
          

        

      

      
        
        

      

    


    THIS
      CERTIFIES THAT CEDE & CO. is the registered owner of the Percentage Interest
      evidenced by this Certificate (obtained by dividing the Initial Certificate
      Principal Amount of this Certificate by the Initial Class Principal Amount
      of
      the Class [__] Certificates, both as specified above) evidencing beneficial
      ownership in a Trust Fund consisting primarily of (i) certain conventional,
      first lien, adjustable and fixed rate, fully amortizing and balloon, residential
      mortgage loans acquired by the Trust Fund on the Closing Date (the “Mortgage
      Loans”), together with all collections therefrom and proceeds thereof (excluding
      all Scheduled Payments of principal and interest due on the Mortgage Loans
      on or
      before the Cut-off Date), (ii) any REO Property, together with all collections
      thereon and proceeds thereof, (iii) the Depositor’s rights under the Mortgage
      Loan Sale Agreement and the Servicing Agreement (including any security interest
      created thereby), (iv) the Depositor’s rights under any Insurance Policies
      related to the Mortgage Loans, (v) amounts on deposit from time to time in
      the
      Collection Account, the Certificate Account and the Basis Risk Reserve Fund
      and
      (vi) the Supplemental Interest Trust, the primary assets of which are the Swap
      Agreement and the Interest Rate Cap Agreement and all proceeds
      thereof.

     

    Distributions
      on this Certificate will be made on the 25th day of each month or, if such
      day
      is not a Business Day, then on the next succeeding Business Day, commencing
      in
      July 2007 (each, a “Distribution Date”), to the Person in whose name this
      Certificate is registered at the close of business on the Business Day
      immediately preceding such Distribution Date, so long as such Certificate is
      in
      book entry form (the “Record Date”), in an amount equal to the product of the
      Percentage Interest evidenced by this Certificate and the amount, if any,
      required to be distributed to all the Certificates of the Class represented
      by
      this Certificate. All sums distributable on this Certificate are payable in
      the
      coin or currency of the United States of America which at the time of payment
      is
      legal tender for the payment of public and private debts.

     

    Reference
      is hereby made to the further provisions of this Certificate set forth on the
      reverse hereof, which shall have the same effect as though fully set forth
      on
      the face of this Certificate.

     

    Unless
      the certificate of authentication hereon has been executed by or on behalf
      of
      the Trustee, whose name appears below by manual signature, this Certificate
      shall not be entitled to any benefit under the Trust Agreement or be valid
      for
      any purpose.

     

    
      
        
        

      

      
        Exhibit
          A-1-3

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
      executed.

    
      	 	 	 
	 	
              CITIBANK,
                N.A.,

              as
                Trustee

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              
AUTHORIZED
              SIGNATORY
	 	 
	 	
              Dated: June
                ___, 2007

            


    

     

    TRUSTEE’S
      CERTIFICATE OF AUTHENTICATION

    
       

    

    This
      is
      one of the Certificates referred to in the within-mentioned Trust
      Agreement.

    
      
        	 	 	 
	 	
                CITIBANK,
                  N.A.,

                as
                  Trustee

              
	 
 	 
 	 
 
	
              	By:  	
              
	 	
                

                AUTHORIZED
                  SIGNATORY

              
	 	
              
	 	
                Dated: June
                  ___, 2007

              


      

       

      
        
          
          

        

        
          Exhibit
            A-1-4

          
            

          

        

        
          
          

        

      

    


    EXHIBIT
      A-2

    


    [FORM
      OF
      CLASS M CERTIFICATE]


     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS OWNERSHIP
      OF A
“REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE
      TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
      REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), AND A RIGHT TO RECEIVE PAYMENTS
      FROM THE BASIS RISK RESERVE FUND.

     

    THIS
      CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, AND IS NOT
      GUARANTEED BY, THE DEPOSITOR, THE TRUSTEE, THE MASTER SERVICER OR ANY AFFILIATE
      OF ANY OF THEM AND IS NOT INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY
      OR
      PRIVATE INSURER.

     

    DISTRIBUTIONS
      IN REDUCTION OF THE CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE MAY BE
      MADE
      IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE CERTIFICATE PRINCIPAL
      AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE
      PRINCIPAL AMOUNT OF THIS CERTIFICATE AS SET FORTH HEREIN.

     

    THIS
      CERTIFICATE IS SUBORDINATE IN RIGHT OF PAYMENT AS DESCRIBED IN THE TRUST
      AGREEMENT REFERRED TO HEREIN.

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR
      REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
      IS
      REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
      BY AN AUTHORIZED REPRESENTATIVE OF DTC AND ANY PAYMENT IS MADE TO CEDE & CO.
      OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
      DTC,
      ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
      PERSON IS WRONGFUL, INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
      AN INTEREST HEREIN.

     

    NO
      TRANSFER OF THIS CERTIFICATE SHALL BE REGISTERED IF ITS RATING IS BELOW
      INVESTMENT GRADE UPON ACQUISITION UNLESS THE PROSPECTIVE TRANSFEREE PROVIDES
      THE
      TRUSTEE WITH (A) A CERTIFICATION TO THE EFFECT THAT SUCH TRANSFEREE (1) IS
      NEITHER AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO
      SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
      (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
“CODE”) (COLLECTIVELY, A “PLAN”), NOR A PERSON ACTING ON BEHALF OF ANY SUCH PLAN
      NOR A PERSON USING THE ASSETS OF ANY SUCH PLAN OR (2) IF SUCH TRANSFEREE IS
      AN
      INSURANCE COMPANY, SUCH TRANSFEREE IS PURCHASING SUCH CERTIFICATES WITH FUNDS
      CONTAINED IN AN “INSURANCE COMPANY GENERAL ACCOUNT” (AS SUCH TERM IS DEFINED IN
      SECTION V(e) OF THE PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 (“PTCE 95-60”))
      AND THE PURCHASE AND HOLDING OF SUCH CERTIFICATES ARE COVERED UNDER SECTIONS
      I
      AND III OF PTCE 95-60; OR (B) AN OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE,
      AND UPON WHICH THE TRUSTEE, THE MASTER SERVICER, THE SERVICER, THE DEPOSITOR
      AND
      ANY NIMS INSURER SHALL BE ENTITLED TO RELY, TO THE EFFECT THAT THE PURCHASE
      OR
      HOLDING OF SUCH CERTIFICATE BY THE PROSPECTIVE TRANSFEREE WILL NOT RESULT IN
      ANY
      NON-EXEMPT PROHIBITED TRANSACTIONS UNDER TITLE I OF ERISA OR SECTION 4975 OF
      THE
      CODE AND WILL NOT SUBJECT THE TRUSTEE, THE MASTER SERVICER, THE SERVICER, THE
      DEPOSITOR OR ANY NIMS INSURER TO ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN
      BY SUCH ENTITIES IN THE TRUST AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT
      BE
      AN EXPENSE OF THE TRUST FUND, THE TRUSTEE, THE MASTER SERVICER, THE SERVICER,
      THE DEPOSITOR OR ANY NIMS INSURER. A TRANSFEREE OF A BOOK-ENTRY CERTIFICATE
      SHALL BE DEEMED TO HAVE MADE A REPRESENTATION AS REQUIRED HEREIN.

     

    
      
        
        

      

      
        Exhibit
          A-2-1

        
          

        

      

      
        
        

      

    

     

    NO
      TRANSFER OF THIS CERTIFICATE PRIOR TO THE TERMINATION OF THE SWAP AGREEMENT
      AND
      THE INTEREST RATE CAP AGREEMENT SHALL BE MADE UNLESS THE TRUSTEE SHALL HAVE
      RECEIVED A REPRESENTATION LETTER FROM THE TRANSFEREE OF THIS CERTIFICATE TO
      THE
      EFFECT THAT EITHER (I) SUCH TRANSFEREE IS NEITHER AN EMPLOYEE BENEFIT PLAN
      OR
      OTHER RETIREMENT ARRANGEMENT WHICH IS SUBJECT TO SECTION 406 OF ERISA AND/OR
      SECTION 4975 OF THE CODE OR ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE SUCH
      PLAN’S OR ARRANGEMENT’S ASSETS BY REASON OF THEIR INVESTMENT IN THE ENTITY (A
“PLAN”) NOR A PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF
      ANY SUCH PLAN TO EFFECT SUCH TRANSFER OR (II) THE ACQUISITION AND HOLDING OF
      THIS CERTIFICATE ARE ELIGIBLE FOR EXEMPTIVE RELIEF UNDER THE
      STATUTORY EXEMPTION FOR NONFIDUCIARY SERVICE PROVIDED UNDER SECTION 408(b)(17)
      OF ERISA OR SECTION 4975(d)(20) OF THE CODE OR PROHIBITED
      TRANSACTION CLASS EXEMPTION (“PTCE”) 84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60,
      PTCE 96-23. ANY PURPORTED TRANSFER OF THIS CERTIFICATE PRIOR TO THE TERMINATION
      OF THE SWAP AGREEMENT AND THE INTEREST RATE CAP AGREEMENT TO OR ON BEHALF OF
      A
      PLAN WITHOUT THE DELIVERY TO THE TRUSTEE OF A REPRESENTATION LETTER AS DESCRIBED
      ABOVE SHALL BE VOID AND OF NO EFFECT. IF THIS CERTIFICATE IS A BOOK-ENTRY
      CERTIFICATE PRIOR TO THE DATE OF THE TERMINATION OF THE SWAP AGREEMENT AND
      THE
      INTEREST RATE CAP AGREEMENT, THE TRANSFEREE WILL BE DEEMED TO HAVE MADE A
      REPRESENTATION AS PROVIDED IN CLAUSE (I) OR (II) OF THIS PARAGRAPH, AS
      APPLICABLE.

     

    
      
        
        

      

      
        Exhibit
          A-2-2

        
          

        

      

      
        
        

      

    


    BNC
      MORTGAGE LOAN TRUST 2007-3,

    MORTGAGE
      PASS-THROUGH CERTIFICATE, SERIES 2007-3 CLASS [__]

     

    Evidencing
      a beneficial interest in two pools consisting primarily of certain conventional,
      first lien, adjustable and fixed rate, fully amortizing and balloon, residential
      mortgage loans and other assets in a trust fund established by:

     

    STRUCTURED
      ASSET SECURITIES CORPORATION

     

    
      	
              Initial
                Class Principal Amount of the Class [__] 
Certificates:
                $[__________]

               

            	 	
              Initial
                Certificate Principal Amount of this 
Certificate:
                $[__________]

               

            
	
              Certificate
                Interest Rate: Variable

               

            	 	
              Cut-off
                Date: June 1, 2007

               

            
	
              NUMBER
                [__]

            	 	
              CUSIP:
                [__________]

            


    

    


    
      
        
        

      

      
        Exhibit
          A-2-3

        
          

        

      

      
        
        

      

    


    THIS
      CERTIFIES THAT CEDE & CO. is the registered owner of the Percentage Interest
      evidenced by this Certificate (obtained by dividing the Initial Certificate
      Principal Amount of this Certificate by the Initial Class Principal Amount
      of
      the Class [__] Certificates, both as specified above) evidencing beneficial
      ownership in a Trust Fund consisting primarily of (i) certain conventional,
      first lien, adjustable and fixed rate, fully amortizing and balloon, residential
      mortgage loans acquired by the Trust Fund on the Closing Date (the “Mortgage
      Loans”), together with all collections therefrom and proceeds thereof (excluding
      all Scheduled Payments of principal and interest due on the Mortgage Loans
      on or
      before the Cut-off Date), (ii) any REO Property, together with all collections
      thereon and proceeds thereof, (iii) the Depositor’s rights under the Mortgage
      Loan Sale Agreement and the Servicing Agreement (including any security interest
      created thereby), (iv) the Depositor’s rights under any Insurance Policies
      related to the Mortgage Loans, (v) amounts on deposit from time to time in
      the
      Collection Account, the Certificate Account and the Basis Risk Reserve Fund
      and
      (vi) the Supplemental Interest Trust, the primary assets of which are the Swap
      Agreement and the Interest Rate Cap Agreement and all proceeds
      thereof.

     

    Distributions
      on this Certificate will be made on the 25th day of each month or, if such
      day
      is not a Business Day, then on the next succeeding Business Day, commencing
      in
      July 2007 (each, a “Distribution Date”), to the Person in whose name this
      Certificate is registered at the close of business on the Business Day
      immediately preceding such Distribution Date, so long as such Certificate is
      in
      book entry form (the “Record Date”), in an amount equal to the product of the
      Percentage Interest evidenced by this Certificate and the amount, if any,
      required to be distributed to all the Certificates of the Class represented
      by
      this Certificate. All sums distributable on this Certificate are payable in
      the
      coin or currency of the United States of America which at the time of payment
      is
      legal tender for the payment of public and private debts.

     

    Reference
      is hereby made to the further provisions of this Certificate set forth on the
      reverse hereof, which shall have the same effect as though fully set forth
      on
      the face of this Certificate.

     

    Unless
      the certificate of authentication hereon has been executed by or on behalf
      of
      the Trustee, whose name appears below by manual signature, this Certificate
      shall not be entitled to any benefit under the Trust Agreement or be valid
      for
      any purpose.

     

    
      
        
        

      

      
        Exhibit
          A-2-4

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
      executed.

    
      	 	 	 
	 	
              CITIBANK,
                N.A.,

              as
                Trustee

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              AUTHORIZED
                SIGNATORY

            
	 	 
	 	
              Dated: June
                ___, 2007

            


    

     

    TRUSTEE’S
      CERTIFICATE OF AUTHENTICATION

     

    This
      is
      one of the Certificates referred to in the within-mentioned Trust
      Agreement.

    
      	 	 	 
	 	
              CITIBANK,
                N.A.,

              as
                Trustee

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              AUTHORIZED
                SIGNATORY

            
	 	 
	 	
              Dated: June
                ___, 2007

            


    

    


    
      
        
        

      

      
        Exhibit
          A-2-5

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A-3

    


    [FORM
      OF
      CLASS B CERTIFICATE]


     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS OWNERSHIP
      OF A
“REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE
      TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
      REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), AND A RIGHT TO RECEIVE PAYMENTS
      FROM THE BASIS RISK RESERVE FUND.

     

    THIS
      CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, AND IS NOT
      GUARANTEED BY, THE DEPOSITOR, THE TRUSTEE, THE MASTER SERVICER OR ANY AFFILIATE
      OF ANY OF THEM AND IS NOT INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY
      OR
      PRIVATE INSURER.

     

    DISTRIBUTIONS
      IN REDUCTION OF THE CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE MAY BE
      MADE
      IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE CERTIFICATE PRINCIPAL
      AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE
      PRINCIPAL AMOUNT OF THIS CERTIFICATE AS SET FORTH HEREIN.

     

    THIS
      CERTIFICATE IS SUBORDINATE IN RIGHT OF PAYMENT AS DESCRIBED IN THE TRUST
      AGREEMENT REFERRED TO HEREIN.

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR
      REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
      IS
      REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
      BY AN AUTHORIZED REPRESENTATIVE OF DTC AND ANY PAYMENT IS MADE TO CEDE & CO.
      OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
      DTC,
      ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
      PERSON IS WRONGFUL, INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
      AN INTEREST HEREIN.

     

    THIS
      CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
      AMENDED, (THE “1933 ACT”) OR ANY STATE SECURITIES LAWS. NEITHER THIS CERTIFICATE
      NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED,
      TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF
      SUCH
      REGISTRATION, UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
      REGISTRATION.

     

    [With
      respect to the Class B Rule 144A Certificate Only:] THE
      HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF IS DEEMED TO HAVE
      REPRESENTED AND WARRANTED THAT IT ACQUIRED SUCH CERTIFICATE (A) PURSUANT TO
      A
      REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE 1933 ACT
      OR
      (B) AS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE 1933
      ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
      INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE
      IN
      RELIANCE ON RULE 144A. 

     

    
      
        
        

      

      
        Exhibit
          A-3-1

        
          

        

      

      
        
        

      

    

     

    [With
      respect to the Class B Regulation S Certificate Only:] THE
      HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF IS DEEMED TO HAVE
      REPRESENTED AND WARRANTED THAT (A) UNTIL THE EXPIRATION OF THE APPLICABLE
“DISTRIBUTION COMPLIANCE PERIOD” WITHIN THE MEANING OF REGULATION S, ANY OFFER,
      SALE, PLEDGE OR OTHER TRANSFER OF THIS CERTIFICATE SHALL NOT BE MADE IN THE
      UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON (EACH
      AS
      DEFINED IN REGULATION S) AND (B) IF THIS CERTIFICATE IS HELD WITHIN THE UNITED
      STATES OR SUCH HOLDER IS A U.S. PERSON OR THIS CERTIFICATES IS HELD FOR THE
      ACCOUNT OR BENEFIT OF, A U.S. PERSON (EACH AS DEFINED IN REGULATION S) SUCH
      CERTIFICATE WAS ACQUIRED ONLY (1) PURSUANT TO A REGISTRATION STATEMENT WHICH
      HAS
      BEEN DECLARED EFFECTIVE UNDER THE 1933 ACT OR (2) BY SUCH HOLDER AS A “QUALIFIED
      INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE 1933 ACT THAT PURCHASES
      FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO
      WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE
      144A.

     

    NO
      TRANSFER OF THIS CERTIFICATE SHALL BE REGISTERED IF ITS RATING IS BELOW
      INVESTMENT GRADE UPON ACQUISITION UNLESS THE PROSPECTIVE TRANSFEREE PROVIDES
      THE
      TRUSTEE WITH (A) A CERTIFICATION TO THE EFFECT THAT SUCH TRANSFEREE (1) IS
      NEITHER AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO
      SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
      (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
“CODE”) (COLLECTIVELY, A “PLAN”), NOR A PERSON ACTING ON BEHALF OF ANY SUCH PLAN
      NOR A PERSON USING THE ASSETS OF ANY SUCH PLAN OR (2) IF THE CERTIFICATE HAS
      BEEN THE SUBJECT OF AN ERISA-QUALIFYING UNDERWRITING AND TRANSFEREE IS AN
      INSURANCE COMPANY, SUCH TRANSFEREE IS PURCHASING SUCH CERTIFICATES WITH FUNDS
      CONTAINED IN AN “INSURANCE COMPANY GENERAL ACCOUNT” (AS SUCH TERM IS DEFINED IN
      SECTION V(e) OF THE PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 (“PTCE 95-60”))
      AND THE PURCHASE AND HOLDING OF SUCH CERTIFICATES ARE COVERED UNDER SECTIONS
      I
      AND III OF PTCE 95-60; OR (B) AN OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE,
      AND UPON WHICH THE TRUSTEE, THE MASTER SERVICER, THE SERVICER, THE DEPOSITOR
      AND
      ANY NIMS INSURER SHALL BE ENTITLED TO RELY, TO THE EFFECT THAT THE PURCHASE
      OR
      HOLDING OF SUCH CERTIFICATE BY THE PROSPECTIVE TRANSFEREE WILL NOT RESULT IN
      ANY
      NON-EXEMPT PROHIBITED TRANSACTIONS UNDER TITLE I OF ERISA OR SECTION 4975 OF
      THE
      CODE AND WILL NOT SUBJECT THE TRUSTEE, THE MASTER SERVICER, THE SERVICER, THE
      DEPOSITOR OR ANY NIMS INSURER TO ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN
      BY SUCH ENTITIES IN THE TRUST AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT
      BE
      AN EXPENSE OF THE TRUST FUND, THE TRUSTEE, THE MASTER SERVICER, THE SERVICER,
      THE DEPOSITOR OR ANY NIMS INSURER. A TRANSFEREE OF A BOOK-ENTRY CERTIFICATE
      SHALL BE DEEMED TO HAVE MADE A REPRESENTATION AS REQUIRED HEREIN.

     

    
      
        
        

      

      
        Exhibit
          A-3-2

        
          

        

      

      
        
        

      

    


    BNC
      MORTGAGE LOAN TRUST 2007-3,

    MORTGAGE
      PASS-THROUGH CERTIFICATE, SERIES 2007-3 CLASS [__]

     

    ([RULE
      144A/REGULATION S]) 

     

    Evidencing
      a beneficial interest in two pools consisting primarily of certain conventional,
      first lien, adjustable and fixed rate, fully amortizing and balloon, residential
      mortgage loans and other assets in a trust fund established by:

     

    STRUCTURED
      ASSET SECURITIES CORPORATION

     

    
      	
              Initial
                Class Principal Amount of the Class [__] 
Certificates:
                $[__________]

               

            	 	
              Initial
                Certificate Principal Amount of this 
Certificate:
                $[__________]

               

            
	
              Certificate
                Interest Rate: Variable

               

            	 	
              Cut-off
                Date: June 1, 2007

               

            
	
              NUMBER
                [__]

               

            	 	
              CUSIP:

               

              [ISIN:] [____________]

               

              [____________]

            


    

    


    
      
        
        

      

      
        Exhibit
          A-3-3

        
          

        

      

      
        
        

      

    


    THIS
      CERTIFIES THAT CEDE & CO. is the registered owner of the Percentage Interest
      evidenced by this Certificate (obtained by dividing the Initial Certificate
      Principal Amount of this Certificate by the Initial Class Principal Amount
      of
      the Class [__] Certificates, both as specified above) evidencing beneficial
      ownership in a Trust Fund consisting primarily of (i) certain conventional,
      first lien, adjustable and fixed rate, fully amortizing and balloon, residential
      mortgage loans acquired by the Trust Fund on the Closing Date (the “Mortgage
      Loans”), together with all collections therefrom and proceeds thereof (excluding
      all Scheduled Payments of principal and interest due on the Mortgage Loans
      on or
      before the Cut-off Date), (ii) any REO Property, together with all collections
      thereon and proceeds thereof, (iii) the Depositor’s rights under the Mortgage
      Loan Sale Agreement and the Servicing Agreement (including any security interest
      created thereby), (iv) the Depositor’s rights under any Insurance Policies
      related to the Mortgage Loans, (v) amounts on deposit from time to time in
      the
      Collection Account, the Certificate Account and the Basis Risk Reserve Fund
      and
      (vi) the Supplemental Interest Trust, the primary assets of which are the Swap
      Agreement and the Interest Rate Cap Agreement and all proceeds
      thereof.

     

    Distributions
      on this Certificate will be made on the 25th day of each month or, if such
      day
      is not a Business Day, then on the next succeeding Business Day, commencing
      in
      July 2007 (each, a “Distribution Date”), to the Person in whose name this
      Certificate is registered at the close of business on the Business Day
      immediately preceding such Distribution Date, so long as such Certificate is
      in
      book entry form (the “Record Date”), in an amount equal to the product of the
      Percentage Interest evidenced by this Certificate and the amount, if any,
      required to be distributed to all the Certificates of the Class represented
      by
      this Certificate. All sums distributable on this Certificate are payable in
      the
      coin or currency of the United States of America which at the time of payment
      is
      legal tender for the payment of public and private debts.

     

    Reference
      is hereby made to the further provisions of this Certificate set forth on the
      reverse hereof, which shall have the same effect as though fully set forth
      on
      the face of this Certificate.

     

    Unless
      the certificate of authentication hereon has been executed by or on behalf
      of
      the Trustee, whose name appears below by manual signature, this Certificate
      shall not be entitled to any benefit under the Trust Agreement or be valid
      for
      any purpose.

     

    
      
        
        

      

      
        Exhibit
          A-3-4

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
      executed.

    
      	 	 	 
	 	
              CITIBANK,
                N.A.,

              as
                Trustee

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              AUTHORIZED
                SIGNATORY

            
	 	 
	 	
              Dated: June
                ___, 2007

            


    

     

    TRUSTEE’S
      CERTIFICATE OF AUTHENTICATION

     

    This
      is
      one of the Certificates referred to in the within-mentioned Trust
      Agreement.

    
      	 	 	 
	 	
              CITIBANK,
                N.A.,

              as
                Trustee

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              AUTHORIZED
                SIGNATORY

            
	 	 
	 	
              Dated: June
                ___, 2007

            


    

    


    
      
        
        

      

      
        Exhibit
          A-3-5

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A-4

    


    [FORM
      OF
      CLASS P CERTIFICATE]

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS OWNERSHIP
      OF A
“REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE
      TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
      REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).

     

    THIS
      CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, AND IS NOT
      GUARANTEED BY, THE DEPOSITOR, THE TRUSTEE, THE MASTER SERVICER OR ANY AFFILIATE
      OF ANY OF THEM AND IS NOT INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY
      OR
      PRIVATE INSURER.

     

    THIS
      CERTIFICATE IS NOT ENTITLED TO SCHEDULED DISTRIBUTIONS OF PRINCIPAL AND WILL
      NOT
      ACCRUE INTEREST. THE HOLDER OF THIS CERTIFICATE WILL BE ENTITLED TO CERTAIN
      DISTRIBUTIONS AS PROVIDED IN THE TRUST AGREEMENT. UNLESS THIS CERTIFICATE IS
      PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY,
      A NEW
      YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
      TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
      THE
      NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
      REPRESENTATIVE OF DTC AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
      ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, ANY TRANSFER,
      PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
      WRONGFUL, INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
      INTEREST HEREIN.

     

    THIS
      CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
      AMENDED, (THE “1933 ACT”) OR ANY STATE SECURITIES LAWS. NEITHER THIS CERTIFICATE
      NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED,
      TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF
      SUCH
      REGISTRATION, UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
      REGISTRATION.

     

    THE
      HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR
      OTHERWISE TRANSFER SUCH CERTIFICATE ONLY (A) PURSUANT TO A REGISTRATION
      STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE 1933 ACT OR (B) TO A
      PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN
      RULE 144A UNDER THE 1933 ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE
      ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE
      TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, SUBJECT TO THE TRUSTEE’S RIGHT
      PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER TO REQUIRE THE DELIVERY OF A
      CERTIFICATE OF TRANSFER IN THE FORM APPEARING IN THE TRUST
      AGREEMENT.

     

    
      
        
        

      

      
        Exhibit
          A-4-1

        
          

        

      

      
        
        

      

    

     

    NO
      TRANSFER OF THIS CERTIFICATE SHALL BE REGISTERED UNLESS THE PROSPECTIVE
      TRANSFEREE PROVIDES THE TRUSTEE WITH (A) A CERTIFICATION TO THE EFFECT THAT
      SUCH
      TRANSFEREE (1) IS NEITHER AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
      ARRANGEMENT SUBJECT TO SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY
      ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE
      OF 1986, AS AMENDED (THE “CODE”), (COLLECTIVELY, A “PLAN”) NOR A PERSON ACTING
      ON BEHALF OF ANY SUCH PLAN NOR A PERSON USING THE ASSETS OF ANY SUCH PLAN OR
      (2)
      IF THE CERTIFICATE HAS BEEN THE SUBJECT OF AN ERISA-QUALIFYING UNDERWRITING
      AND
      THE TRANSFEREE IS AN INSURANCE COMPANY, SUCH TRANSFEREE IS PURCHASING SUCH
      CERTIFICATE WITH FUNDS CONTAINED IN AN “INSURANCE COMPANY GENERAL ACCOUNT” (AS
      SUCH TERM IS DEFINED IN SECTION V(e) OF THE PROHIBITED TRANSACTION CLASS
      EXEMPTION 95-60 (“PTCE 95-60”)) AND THE PURCHASE AND HOLDING OF SUCH CERTIFICATE
      ARE COVERED UNDER SECTIONS I AND III OF PTCE 95-60; OR (B) AN OPINION OF COUNSEL
      SATISFACTORY TO THE TRUSTEE, AND UPON WHICH THE TRUSTEE, THE MASTER SERVICER,
      THE SERVICER, THE DEPOSITOR AND ANY NIMS INSURER SHALL BE ENTITLED TO RELY,
      TO
      THE EFFECT THAT THE PURCHASE OR HOLDING OF SUCH CERTIFICATE BY THE PROSPECTIVE
      TRANSFEREE WILL NOT RESULT IN ANY NON-EXEMPT PROHIBITED TRANSACTIONS UNDER
      TITLE
      I OF ERISA OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE TRUSTEE, THE
      MASTER SERVICER, THE SERVICER, THE DEPOSITOR OR ANY NIMS INSURER TO ANY
      OBLIGATION IN ADDITION TO THOSE UNDERTAKEN BY SUCH ENTITIES IN THE TRUST
      AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUST FUND,
      THE TRUSTEE, THE MASTER SERVICER, THE SERVICER, THE DEPOSITOR OR ANY NIMS
      INSURER. A TRANSFEREE OF A BOOK-ENTRY CERTIFICATE SHALL BE DEEMED TO HAVE MADE
      A
      REPRESENTATION AS REQUIRED HEREIN.

     

    
      
        
        

      

      
        Exhibit
          A-4-2

        
          

        

      

      
        
        

      

    


    BNC
      MORTGAGE LOAN TRUST 2007-3,

    MORTGAGE
      PASS-THROUGH CERTIFICATE, SERIES 2007-3 CLASS P

     

    Evidencing
      a beneficial interest in two pools consisting primarily of certain conventional,
      first lien, adjustable and fixed rate, fully amortizing and balloon, residential
      mortgage loans and other assets in a trust fund established by:

     

    STRUCTURED
      ASSET SECURITIES CORPORATION

     

    
      	
              Percentage
                Interest: 100%

               

            	 	
              Cut-off
                Date: June 1, 2007

               

            
	
              NUMBER
                [__]

               

            	 	
              CUSIP:

               

              [ISIN:] [____________]

              [____________]

            


    

    


    
      
        
        

      

      
        Exhibit
          A-4-3

        
          

        

      

      
        
        

      

    


    THIS
      CERTIFIES THAT CEDE & CO. is the registered owner of the Percentage Interest
      evidenced by this Certificate evidencing a beneficial ownership in certain
      distributions of Prepayment Premiums (as defined in the Trust Agreement) made
      in
      respect of certain conventional, first lien, adjustable and fixed rate, fully
      amortizing and balloon, residential mortgage loans (the “Mortgage Loans”)
      acquired from Structured Asset Securities Corporation (the “Depositor”), a
      Delaware corporation, on the Closing Date which from time to time may be held
      in
      the Trust Fund established pursuant to the Trust Agreement (as defined on the
      reverse hereof).

     

    Distributions
      on this Certificate will be made on the 25th day of each month or, if such
      day
      is not a Business Day, then on the next succeeding Business Day, commencing
      in
      July 2007 (each, a “Distribution Date”), to the Person in whose name this
      Certificate is registered at the close of business on the Business Day
      immediately preceding such Distribution Date, so long as such Certificate is
      in
      book entry form (the “Record Date”), in an amount equal to the product of the
      Percentage Interest evidenced by this Certificate and the amount, if any,
      required to be distributed to all the Certificates of the Class represented
      by
      this Certificate. All sums distributable on this Certificate are payable in
      the
      coin or currency of the United States of America which at the time of payment
      is
      legal tender for the payment of public and private debts.

     

    Reference
      is hereby made to the further provisions of this Certificate set forth on the
      reverse hereof, which shall have the same effect as though fully set forth
      on
      the face of this Certificate.

     

    Unless
      the certificate of authentication hereon has been executed by or on behalf
      of
      the Trustee, whose name appears below by manual signature, this Certificate
      shall not be entitled to any benefit under the Trust Agreement or be valid
      for
      any purpose. 

     

    
      
        
        

      

      
        Exhibit
          A-4-4

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
      executed.

    
      	 	 	 
	 	
              CITIBANK,
                N.A.,

              as
                Trustee

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              AUTHORIZED
                SIGNATORY

            
	 	 
	 	
              Dated: June
                ___, 2007

            


    

     

    TRUSTEE’S
      CERTIFICATE OF AUTHENTICATION

     

    This
      is
      one of the Certificates referred to in the within-mentioned Trust
      Agreement.

    
      	 	 	 
	 	
              CITIBANK,
                N.A.,

              as
                Trustee

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              AUTHORIZED
                SIGNATORY

            
	 	 
	 	
              Dated: June
                ___, 2007

            


    

    


    
      
        
        

      

      
        Exhibit
          A-4-5

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A-5

    


    [FORM
      OF
      CLASS X CERTIFICATE]

    


    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS OWNERSHIP
      OF A
“REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE
      TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
      REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), AND A RIGHT TO RECEIVE PAYMENTS
      FROM THE BASIS RISK RESERVE FUND.

     

    THIS
      CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, AND IS NOT
      GUARANTEED BY, THE DEPOSITOR, THE TRUSTEE, THE MASTER SERVICER OR ANY AFFILIATE
      OF ANY OF THEM AND IS NOT INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY
      OR
      PRIVATE INSURER.

     

    THIS
      CERTIFICATE IS NOT ENTITLED TO SCHEDULED DISTRIBUTIONS OF PRINCIPAL AND WILL
      NOT
      ACCRUE INTEREST. THE HOLDER OF THIS CERTIFICATE WILL BE ENTITLED TO CERTAIN
      DISTRIBUTIONS AS PROVIDED IN THE TRUST AGREEMENT.

     

    THIS
      CERTIFICATE IS SUBORDINATE IN RIGHT OF PAYMENT AS DESCRIBED IN THE TRUST
      AGREEMENT REFERRED TO HEREIN.

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR
      REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
      IS
      REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
      BY AN AUTHORIZED REPRESENTATIVE OF DTC AND ANY PAYMENT IS MADE TO CEDE & CO.
      OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
      DTC,
      ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
      PERSON IS WRONGFUL, INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
      AN INTEREST HEREIN.

     

    THIS
      CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
      AMENDED, (THE “1933 ACT”) OR ANY STATE SECURITIES LAWS. NEITHER THIS CERTIFICATE
      NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED,
      TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF
      SUCH
      REGISTRATION, UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
      REGISTRATION.

     

    THE
      HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR
      OTHERWISE TRANSFER SUCH CERTIFICATE ONLY (A) PURSUANT TO A REGISTRATION
      STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE 1933 ACT, (B) TO A PERSON
      IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE
      144A UNDER THE 1933 ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT
      OF
      A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS
      BEING MADE IN RELIANCE ON RULE 144A, OR (C) TO AN INSTITUTIONAL “ACCREDITED
      INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2), (3) OR (7) OF RULE 501
      UNDER THE 1933 ACT THAT IS ACQUIRING THE CERTIFICATE FOR ITS OWN ACCOUNT, OR
      FOR
      THE ACCOUNT OF SUCH AN INSTITUTIONAL “ACCREDITED INVESTOR,” FOR INVESTMENT
      PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY
      DISTRIBUTION IN VIOLATION OF THE 1933 ACT, SUBJECT TO THE TRUSTEE’S RIGHT PRIOR
      TO ANY SUCH OFFER, SALE OR TRANSFER TO REQUIRE THE DELIVERY OF A CERTIFICATE
      OF
      TRANSFER IN THE FORM APPEARING IN THE TRUST AGREEMENT.

     

    
      
        
        

      

      
        Exhibit
          A-5-1

        
          

        

      

      
        
        

      

    

     

    NO
      TRANSFER OF THIS CERTIFICATE SHALL BE REGISTERED UNLESS THE PROSPECTIVE
      TRANSFEREE PROVIDES THE TRUSTEE WITH (A) A CERTIFICATION TO THE EFFECT THAT
      SUCH
      TRANSFEREE (1) IS NEITHER AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
      ARRANGEMENT SUBJECT TO SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY
      ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE
      OF 1986, AS AMENDED (THE “CODE”), (COLLECTIVELY, A “PLAN”) NOR A PERSON ACTING
      ON BEHALF OF ANY SUCH PLAN NOR A PERSON USING THE ASSETS OF ANY SUCH PLAN OR
      (2)
      IF THE CERTIFICATE HAS BEEN THE SUBJECT OF AN ERISA-QUALIFYING UNDERWRITING
      AND
      THE TRANSFEREE IS AN INSURANCE COMPANY, SUCH TRANSFEREE IS PURCHASING SUCH
      CERTIFICATE WITH FUNDS CONTAINED IN AN “INSURANCE COMPANY GENERAL ACCOUNT” (AS
      SUCH TERM IS DEFINED IN SECTION V(e) OF THE PROHIBITED TRANSACTION CLASS
      EXEMPTION 95-60 (“PTCE 95-60”)) AND THE PURCHASE AND HOLDING OF SUCH CERTIFICATE
      ARE COVERED UNDER SECTIONS I AND III OF PTCE 95-60; OR (B) AN OPINION OF COUNSEL
      SATISFACTORY TO THE TRUSTEE, AND UPON WHICH THE TRUSTEE, THE MASTER SERVICER,
      THE SERVICER, THE DEPOSITOR AND ANY NIMS INSURER SHALL BE ENTITLED TO RELY,
      TO
      THE EFFECT THAT THE PURCHASE OR HOLDING OF SUCH CERTIFICATE BY THE PROSPECTIVE
      TRANSFEREE WILL NOT RESULT IN ANY NON-EXEMPT PROHIBITED TRANSACTIONS UNDER
      TITLE
      I OF ERISA OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE TRUSTEE, THE
      MASTER SERVICER, THE SERVICER, THE DEPOSITOR OR ANY NIMS INSURER TO ANY
      OBLIGATION IN ADDITION TO THOSE UNDERTAKEN BY SUCH ENTITIES IN THE TRUST
      AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUST FUND,
      THE TRUSTEE, THE MASTER SERVICER, THE SERVICER, THE DEPOSITOR OR ANY NIMS
      INSURER. A TRANSFEREE OF A BOOK-ENTRY CERTIFICATE SHALL BE DEEMED TO HAVE MADE
      A
      REPRESENTATION AS REQUIRED HEREIN.

     

    
      
        
        

      

      
        Exhibit
          A-5-2

        
          

        

      

      
        
        

      

    


    BNC
      MORTGAGE LOAN TRUST 2007-3,

    MORTGAGE
      PASS-THROUGH CERTIFICATE, SERIES 2007-3 CLASS X

     

    Evidencing
      a beneficial interest in two pools consisting primarily of certain conventional,
      first lien, adjustable and fixed rate, fully amortizing and balloon, residential
      mortgage loans and other assets in a trust fund established by:

     

    STRUCTURED
      ASSET SECURITIES CORPORATION

     

    
      	
              Percentage
                Interest: 100%

               

            	 	
              Cut-off
                Date: June 1, 2007

               

            
	
              NUMBER
                [__]

               

            	 	
              CUSIP:

               

              [ISIN:] [____________]

              [____________]

            


    

    


    
      
        
        

      

      
        Exhibit
          A-5-3

        
          

        

      

      
        
        

      

    


    THIS
      CERTIFIES THAT CEDE & CO. is the registered owner of the Percentage Interest
      evidenced by this Certificate evidencing beneficial ownership in a Trust Fund
      consisting primarily of (i) certain conventional, first lien, adjustable and
      fixed rate, fully amortizing and balloon, residential mortgage loans acquired
      by
      the Trust Fund on the Closing Date (the “Mortgage Loans”), together with all
      collections therefrom and proceeds thereof (excluding all scheduled payments
      of
      principal and interest due on the Mortgage Loans on or before the Cut-off Date),
      (ii) any REO Property, together with all collections thereon and proceeds
      thereof, (iii) the Depositor’s rights under the Mortgage Loan Sale Agreement and
      the Servicing Agreement (including any security interest created thereby),
      (iv)
      the Depositor’s rights under any Insurance Policies related to the Mortgage
      Loans, (v) amounts on deposit from time to time in the Collection Account,
      the
      Certificate Account and the Basis Risk Reserve Fund and (vi) the Supplemental
      Interest Trust, the primary assets of which are the Swap Agreement and the
      Interest Rate Cap Agreement and all proceeds thereof.

     

    Distributions
      on this Certificate will be made on the 25th day of each month or, if such
      day
      is not a Business Day, then on the next succeeding Business Day, commencing
      in
      July 2007 (each, a “Distribution Date”), to the Person in whose name this
      Certificate is registered at the close of business on the Business Day
      immediately preceding such Distribution Date, so long as such Certificate is
      in
      book entry form (the “Record Date”), in an amount equal to the product of the
      Percentage Interest evidenced by this Certificate and the amount, if any,
      required to be distributed to all the Certificates of the Class represented
      by
      this Certificate. All sums distributable on this Certificate are payable in
      the
      coin or currency of the United States of America which at the time of payment
      is
      legal tender for the payment of public and private debts.

     

    Reference
      is hereby made to the further provisions of this Certificate set forth on the
      reverse hereof, which shall have the same effect as though fully set forth
      on
      the face of this Certificate.

     

    Unless
      the certificate of authentication hereon has been executed by or on behalf
      of
      the Trustee, whose name appears below by manual signature, this Certificate
      shall not be entitled to any benefit under the Trust Agreement or be valid
      for
      any purpose. 

     

    
      
        
        

      

      
        Exhibit
          A-5-4

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
      executed.

    
      	 	 	 
	 	
              CITIBANK,
                N.A.,

              as
                Trustee

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              AUTHORIZED
                SIGNATORY

            
	 	 
	 	
              Dated: June
                ___, 2007

            


    

     

    TRUSTEE’S
      CERTIFICATE OF AUTHENTICATION

     

    This
      is
      one of the Certificates referred to in the within-mentioned Trust
      Agreement.

    
      	 	 	 
	 	
              CITIBANK,
                N.A.,

              as
                Trustee

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              AUTHORIZED
                SIGNATORY

            
	 	 
	 	
              Dated: June
                ___, 2007

            


    

    


    
      
        
        

      

      
        Exhibit
          A-5-5

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A-6

    


    [FORM
      OF
      RESIDUAL CERTIFICATE]

     

    THIS
      CERTIFICATE IS A REMIC RESIDUAL INTEREST CERTIFICATE. THIS CERTIFICATE DOES
      NOT
      EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, AND IS NOT GUARANTEED BY, THE
      DEPOSITOR, THE TRUSTEE, THE MASTER SERVICER OR ANY AFFILIATE OF ANY OF THEM
      AND
      IS NOT INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY.

     

    THIS
      CERTIFICATE IS NOT ENTITLED TO DISTRIBUTIONS OF PRINCIPAL AND WILL NOT ACCRUE
      INTEREST. THE HOLDER OF THIS CERTIFICATE WILL BE ENTITLED ONLY TO CERTAIN
      LIMITED DISTRIBUTIONS AS PROVIDED IN THE TRUST AGREEMENT.

     

    THIS
      CERTIFICATE IS SUBORDINATE IN RIGHT OF PAYMENT AS DESCRIBED IN THE TRUST
      AGREEMENT REFERRED TO HEREIN.

     

    THIS
      CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
      (THE “1933 ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS CERTIFICATE NOR ANY
      INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED,
      PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
      REGISTRATION, UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
      REGISTRATION.

     

    THE
      HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR
      OTHERWISE TRANSFER SUCH CERTIFICATE ONLY (A) PURSUANT TO A REGISTRATION
      STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE 1933 ACT, (B) TO A PERSON
      IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE
      144A UNDER THE 1933 ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT
      OF
      A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS
      BEING MADE IN RELIANCE ON RULE 144A, OR (C) PURSUANT TO ANOTHER AVAILABLE
      EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT, SUBJECT TO THE
      TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER TO REQUIRE THE
      DELIVERY OF A CERTIFICATE OF TRANSFER IN THE FORM APPEARING IN THE TRUST
      AGREEMENT.

     

    NEITHER
      THIS CERTIFICATE, NOR ANY BENEFICIAL INTEREST IN THIS CERTIFICATE, MAY BE
      TRANSFERRED, SOLD, PLEDGED, OR OTHERWISE DISPOSED OF UNLESS PRIOR TO SUCH
      DISPOSITION, THE PROPOSED TRANSFEREE DELIVERS TO THE TRUSTEE (I) AN AFFIDAVIT
      STATING (A) THAT THE PROPOSED TRANSFEREE 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 IS NOT PURCHASING THE CERTIFICATE ON BEHALF OF A
      DISQUALIFIED ORGANIZATION, (B) THAT NO PURPOSE OF SUCH TRANSFER IS TO AVOID
      OR
      IMPEDE THE ASSESSMENT OR COLLECTION OF TAX, (C) IN THE CASE OF A NON-U.S.
      PERSON, THAT THE PROPOSED TRANSFEREE 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 4224 OR SUCCESSOR FORM AT THE TIME AND IN THE
      MANNER REQUIRED BY THE CODE.

     

    
      
        
        

      

      
        Exhibit
          A-6-1

        
          

        

      

      
        
        

      

    

     

    NO
      TRANSFER OF THIS CERTIFICATE SHALL BE REGISTERED UNLESS THE PROSPECTIVE
      TRANSFEREE PROVIDES THE TRUSTEE WITH (A) A CERTIFICATION TO THE EFFECT THAT
      SUCH
      TRANSFEREE (1) IS NEITHER AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
      ARRANGEMENT SUBJECT TO SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY
      ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE
      OF 1986, AS AMENDED (THE “CODE”), (COLLECTIVELY, A “PLAN”) NOR A PERSON ACTING
      ON BEHALF OF ANY SUCH PLAN NOR A PERSON USING THE ASSETS OF ANY SUCH PLAN OR
      (2)
      IF THE CERTIFICATE HAS BEEN THE SUBJECT OF AN ERISA-QUALIFYING UNDERWRITING
      AND
      THE TRANSFEREE IS AN INSURANCE COMPANY, SUCH TRANSFEREE IS PURCHASING SUCH
      CERTIFICATE WITH FUNDS CONTAINED IN AN “INSURANCE COMPANY GENERAL ACCOUNT” (AS
      SUCH TERM IS DEFINED IN SECTION V(e) OF THE PROHIBITED TRANSACTION CLASS
      EXEMPTION 95-60 (“PTCE 95-60”)) AND THE PURCHASE AND HOLDING OF SUCH CERTIFICATE
      ARE COVERED UNDER SECTIONS I AND III OF PTCE 95-60; OR (B) AN OPINION OF COUNSEL
      SATISFACTORY TO THE TRUSTEE, AND UPON WHICH THE TRUSTEE, THE MASTER SERVICER,
      THE SERVICER, THE DEPOSITOR AND ANY NIMS INSURER SHALL BE ENTITLED TO RELY,
      TO
      THE EFFECT THAT THE PURCHASE OR HOLDING OF SUCH CERTIFICATE BY THE PROSPECTIVE
      TRANSFEREE WILL NOT RESULT IN ANY NON-EXEMPT PROHIBITED TRANSACTIONS UNDER
      TITLE
      I OF ERISA OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE TRUSTEE, THE
      MASTER SERVICER, THE SERVICER, THE DEPOSITOR OR ANY NIMS INSURER TO ANY
      OBLIGATION IN ADDITION TO THOSE UNDERTAKEN BY SUCH ENTITIES IN THE TRUST
      AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUST FUND,
      THE TRUSTEE, THE MASTER SERVICER, THE SERVICER, THE DEPOSITOR OR ANY NIMS
      INSURER. 

     

    
      
        
        

      

      
        Exhibit
          A-6-2

        
          

        

      

      
        
        

      

    


    BNC
      MORTGAGE LOAN TRUST 2007-3,

    MORTGAGE
      PASS-THROUGH CERTIFICATE, SERIES 2007-3 CLASS [__]

     

    Evidencing
      a beneficial interest in two pools consisting primarily of certain conventional,
      first lien, adjustable and fixed rate, fully amortizing and balloon, residential
      mortgage loans and other assets in a trust fund established by:

     

    STRUCTURED
      ASSET SECURITIES CORPORATION

     

    
      	
              Percentage
                Interest: 100%

               

            	 	
              Cut-off
                Date: June 1, 2007

               

            
	
              NUMBER
                [__]

            	 	 


    

    


    
      
        
        

      

      
        Exhibit
          A-6-3

        
          

        

      

      
        
        

      

    


    THIS
      CERTIFIES THAT TFINN & CO. (on behalf of Lehman Pass-Through Securities
      Inc.) is the registered owner of the Percentage Interest evidenced by this
      Certificate evidencing beneficial ownership in a Trust Fund consisting primarily
      of (i) certain conventional, first lien, adjustable and fixed rate, fully
      amortizing and balloon, residential mortgage loans acquired by the Trust Fund
      on
      the Closing Date (the “Mortgage Loans”), together with all collections therefrom
      and proceeds thereof (excluding all Scheduled Payments of principal and interest
      due on the Mortgage Loans on or before the Cut-off Date), (ii) any REO Property,
      together with all collections thereon and proceeds thereof, (iii) the
      Depositor’s rights under the Mortgage Loan Sale Agreement and the Servicing
      Agreement (including any security interest created thereby), (iv) the
      Depositor’s rights under any Insurance Policies related to the Mortgage Loans,
      (v) amounts on deposit from time to time in the Collection Account, the
      Certificate Account and the Basis Risk Reserve Fund and (vi) the Supplemental
      Interest Trust, the primary assets of which are the Swap Agreement and the
      Interest Rate Cap Agreement and all proceeds thereof.

     

    Distributions
      on this Certificate will be made on the 25th day of each month or, if such
      day
      is not a Business Day, then on the next succeeding Business Day, commencing
      in
      July 2007 (each, a “Distribution Date”), to the Person in whose name this
      Certificate is registered at the close of business on the last Business Day
      of
      the calendar immediately preceding the month in which such Distribution Date
      occurs (or, in the case of the first Distribution Date, the Closing Date) (the
      “Record Date”), in an amount equal to the product of the Percentage Interest
      evidenced by this Certificate and the amount, if any, required to be distributed
      to all the Certificates of the Class represented by this Certificate. All sums
      distributable on this Certificate are payable in the coin or currency of the
      United States of America which at the time of payment is legal tender for the
      payment of public and private debts.

     

    Reference
      is hereby made to the further provisions of this Certificate set forth on the
      reverse hereof, which shall have the same effect as though fully set forth
      on
      the face of this Certificate.

     

    Unless
      the certificate of authentication hereon has been executed by or on behalf
      of
      the Trustee, whose name appears below by manual signature, this Certificate
      shall not be entitled to any benefit under the Trust Agreement or be valid
      for
      any purpose.

     

    
      
        
        

      

      
        Exhibit
          A-6-4

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
      executed.

    
      	 	 	 
	 	
              CITIBANK,
                N.A.,

              as
                Trustee

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              AUTHORIZED
                SIGNATORY

            
	 	 
	 	
              Dated: June
                ___, 2007

            


    

     

    TRUSTEE’S
      CERTIFICATE OF AUTHENTICATION

     

    This
      is
      one of the Certificates referred to in the within-mentioned Trust
      Agreement.

    
      	 	 	 
	 	
              CITIBANK,
                N.A.,

              as
                Trustee

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              AUTHORIZED
                SIGNATORY

            
	 	 
	 	
              Dated: June
                ___, 2007

            


    

    


    
      
        
        

      

      
        Exhibit
          A-6-5

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A-7

    


    [FORM
      OF
      REVERSE OF CERTIFICATE]


     

    BNC
      MORTGAGE LOAN TRUST 2007-3

    MORTGAGE
      PASS-THROUGH CERTIFICATE, SERIES 2007-3

     

    This
      Certificate is one of a duly authorized issue of certificates designated as
      BNC
      Mortgage Loan Trust 2007-3 Mortgage Pass-Through Certificates, Series 2007-3
      (the “Certificates”), representing all or part of a beneficial ownership
      interest in (a) the Trust Fund and (b) the Supplemental Interest Trust, each
      established pursuant to the Trust Agreement dated as of June 1, 2007 (the “Trust
      Agreement”), among Structured Asset Securities Corporation, as Depositor, Aurora
      Loan Services LLC, as Master Servicer, Citibank, N.A., as Trustee, and Clayton
      Fixed Income Services Inc., as Credit Risk Manager, to which terms, provisions
      and conditions thereof the Holder of this Certificate by virtue of the
      acceptance hereof assents, and by which such Holder is bound. The Certificates
      consist of the following Classes: the Class A1, Class A2, Class A3, Class A4,
      Class A5, Class M1, Class M2, Class M3, Class M4, Class M5, Class M6, Class
      M7,
      Class M8, Class M9, Class B1, Class B2, Class P, Class X, Class R and Class
      LT-R
      Certificates.

     

    On
      each
      Distribution Date, the Total Distribution Amount for such date will be
      distributed from the Certificate Account to Holders of the Certificates
      according to the terms of the Trust Agreement. All distributions or allocations
      made with respect to each Class of Certificates on each Distribution Date shall
      be allocated among the outstanding Certificates of such Class based on the
      Certificate Principal Amount (or Percentage Interest) of each such
      Certificate.

     

    Distributions
      on this Certificate will be made by wire transfer in immediately available
      funds
      to the Holder of record of this Certificate on the immediately preceding Record
      Date to an account specified in writing by such Holder to the Trustee at least
      five (5) Business Days prior to the first Distribution Date to such Holder.
      Wire
      transfers will be made at the expense of the Holder requesting the same by
      deducting a wire transfer fee from the related distribution. The final
      distribution on this Certificate will be made, after due notice to the Holder
      of
      the pendency of such distribution, only upon presentation and surrender of
      this
      Certificate at the Corporate Trust Office (as defined below).

     

    The
      Corporate Trust Office with respect to the presentment and surrender of
      Certificates for the final distribution thereon and the presentment and
      surrender of the Certificates for any other purpose is the corporate trust
      office of the Trustee at Citibank, N.A., 111 Wall Street, 15th
      Floor,
      New York, New York, 10005, Attention: 15th
      Floor
      Window. The Trustee may designate another address from time to time by notice
      to
      the Holders of the Certificates and the Depositor. The Trustee has executed
      this
      Certificate solely in its capacity as Trustee under the Trust Agreement and
      not
      individually, and the Trustee shall be liable hereunder only in respect of
      the
      assets of the Trust Fund.

     

    
      
        
        

      

      
        Exhibit
          A-7-1

        
          

        

      

      
        
        

      

    

     

    The
      Trust
      Agreement permits the amendment thereof from time to time by the Depositor,
      the
      Master Servicer and the Trustee 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 and with the consent of any NIMS Insurer, for
      the
      purpose of adding, changing or eliminating any provisions of the Trust Agreement
      or modifying the rights of the Holders of the Certificates thereunder, as
      provided in the Trust Agreement. Any consent by the Holder of this Certificate
      will be conclusive and binding on such Holder and upon all future Holders of
      this Certificate and of any Certificate issued upon the transfer hereof or
      in
      exchange herefor or in lieu hereof whether or not notation of such consent
      is
      made upon this Certificate. The Trust Agreement also permits the amendment
      thereof, in certain limited circumstances, with the prior written consent of
      any
      NIMS Insurer (and, in certain cases, the Swap Counterparty) but without the
      consent of the Holders of any of the Certificates.

     

    As
      provided in the Trust Agreement and subject to certain limitations therein
      set
      forth, the transfer of this Certificate is registrable in the Certificate
      Register upon surrender of this Certificate for registration of transfer at
      the
      Corporate Trust Office, duly endorsed by, or accompanied by a written instrument
      of transfer in form satisfactory to the Certificate Registrar, duly executed
      by
      the Holder hereof or such Holder’s attorney duly authorized in writing, and
      thereupon one or more new Certificates of the same Class of authorized
      denominations evidencing the same initial Certificate Principal Amount (or
      Percentage Interest) will be issued to the designated transferee or transferees.
      As provided in the Trust Agreement and subject to certain limitations therein
      set forth, this Certificate is exchangeable for new Certificates of the same
      Class evidencing the same aggregate initial Certificate Principal Amount (or
      Percentage Interest) as requested by the Holder surrendering the same. No
      service charge will be made for any such registration of transfer or exchange,
      but the Certificate Registrar may require payment of a sum sufficient to cover
      any tax or other governmental charge payable in connection
      therewith.

     

    The
      Class
      A1, Class A2, Class A3, Class A4 and Class A5 Certificates are issuable only
      in
      registered form, in minimum denominations of $25,000 in initial Certificate
      Principal Amount and in integral multiples of $1 in excess thereof registered
      in
      the name of the nominee of the Clearing Agency, which shall maintain such
      Certificates through its book-entry facilities. The Class M1, Class M2, Class
      M3, Class M4, Class M5, Class M6, Class M7, Class M8, Class M9, Class B1 and
      Class B2 Certificates are issuable only in registered form, in denominations
      of
      $100,000 and in integral multiples of $1 in excess thereof registered in the
      name of the nominee of the Clearing Agency, which shall maintain such
      Certificates through its book-entry facilities. Each of the Class P and Class
      X
      Certificates are issuable in minimum denominations of 5% Percentage Interest
      and
      will be maintained in physical form. The Class LT-R and Class R Certificates
      will each be issued as a single Certificate and maintained in physical form.
      The
      Class R Certificates shall remain outstanding until the latest final
      Distribution Date for the Certificates (other than the Class LT-R Certificates),
      and the Class LT-R Certificates shall remain outstanding until the termination
      of the Trust Fund.

     

    The
      Certificates are subject to optional prepayment in full in accordance with
      the
      Trust Agreement on any Distribution Date after the date on which the Aggregate
      Pool Balance is less than 10% of the sum of the Cut-off Date Balance, for an
      amount as specified in the Trust Agreement. In no event will any trust created
      by the Trust Agreement continue beyond the expiration of 21 years from the
      death
      of the last survivor of the descendants living at the date of the Trust
      Agreement of a certain person named in the Trust Agreement.

     

    
      
        
        

      

      
        Exhibit
          A-7-2

        
          

        

      

      
        
        

      

    

     

    The
      Depositor, the Master Servicer, the Trustee, the Certificate Registrar, any
      NIMS
      Insurer and any agent of any of them may treat the Person in whose name this
      Certificate is registered as the owner hereof for all purposes, and none of
      the
      Depositor, the Master Servicer, the Trustee, the Certificate Registrar, any
      NIMS
      Insurer or any such agent shall be affected by any notice to the
      contrary.

     

    As
      provided in the Trust Agreement, this Certificate and the Trust Agreement shall
      be construed in accordance with and governed by the laws of the State of New
      York, without regard to the conflict of laws principles applied in the State
      of
      New York. In the event of any conflict between the provisions of this
      Certificate and the Trust Agreement, the Trust Agreement shall be controlling.
      Any term used herein and not otherwise defined shall be as defined in the Trust
      Agreement.

     

    
      
        
        

      

      
        Exhibit
          A-7-3

        
          

        

      

      
        
        

      

    


    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s) and assign(s) and transfer(s)
      unto

     

    
      
        

      

       

    

    
      
 

    (Please
      print or type name and address, including postal zip code, of assignee and
      social security number or employer identification number)

     

    
      
 

    the
      within Certificate stating in the names of the undersigned in the Certificate
      Register and does hereby irrevocably constitute and appoint

     

    
      
 

    to
      transfer such Certificate in such Certificate Register of the
      Trust.

     

    I
      [we]
      further direct the Certificate Registrar to issue a new Certificate of the
      same
      Class of like principal to the above-named assignee and deliver such Certificate
      to the following address:

     

    
      
 

    
      

    

     

    
      	
              Dated: 

              
                

              

            	 	 

              

              Signature
                by or on behalf of Assignor

            
	
            	 	
            
	  	 	  
	
              Authorized
                Officer  

            	 	Signature Guaranteed
	 	 	 
	  	 	  
	
              Name
                of Institution

            	 	
              NOTICE:
                The signature(s) of this assignment must correspond with the name(s)
                on
                the face of this Certificate without alteration or any change whatsoever.
                The signature must be guaranteed by a participant in the Securities
                Transfer Agents Medallion Program, the New York Stock Exchange Medallion
                Signature Program or the Stock Exchanges Medallion Program. Notarized
                or
                witnessed signatures are not acceptable as guaranteed
                signatures.

            


    

      

    
      
        
        

      

      
        Exhibit
          A-7-4

        
          

        

      

      
        
        

      

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for the information of the Certificate
      Registrar. Distributions shall be made by wire transfer in immediately available
      funds to

     

    
      
 

    for
      the
      account of
      ______________________________________________________________________________________

     

    account
      number __________________ or, if mailed by check, to
      ________________________________________________

     

    
      
 

    Applicable
      reports and statements should be mailed to
      ________________________________________________________

     

    
      
 

    This
      information is provided by
      ___________________________________________________________________,

     

    the
      assignee named above, or ____________________________________ as its agent.
      

     

    
      
        
        

      

      
        Exhibit
          A-7-5

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B-1

     

    FORM
      OF
      INITIAL CERTIFICATION

     

    
      	 	 	
              
              

            	 
	 	 	
              Date

            	 


    

     

    Citibank,
      N.A.

    388
      Greenwich Street, 14th floor

    New
      York,
      New York 10013

    Attention:
      Agency and Trust BNC 2007-3

    


    Structured
      Asset Securities Corporation

    745
      Seventh Avenue, 13th Floor

    New
      York,
      New York 10019

     

    [SERVICER]

     

    
      	
            	Re:	
              Trust
                Agreement dated as of June 1, 2007 (the “Trust Agreement”), by and among
                Structured Asset Securities Corporation, as Depositor, Citibank,
                N.A., as
                Trustee, Aurora Loan Services LLC, as Master Servicer, and Clayton
                Fixed
                Income Services Inc., as Credit Risk Manager with respect to BNC
                Mortgage
                Loan Trust 2007-3
                Mortgage Pass-Through Certificates, Series 2007-3    

            


    

     

    Ladies
      and Gentlemen:

     

    In
      accordance with Section 2.02(a) of the Trust Agreement, subject to review of
      the
      contents thereof, the undersigned, as the Custodian, hereby certifies that
      it
      has received the documents listed in Section 2.01(b) of the Trust Agreement
      for
      each Mortgage File pertaining to each Mortgage Loan listed on Schedule A, to
      the
      Trust Agreement, subject to any exceptions noted on Schedule I
      hereto.

     

    Capitalized
      words and phrases used herein and not otherwise defined herein shall have the
      respective meanings assigned to them in the Trust Agreement. This Certificate
      is
      subject in all respects to the terms of Section 2.02 of the Trust Agreement
      and
      the Trust Agreement sections cross-referenced therein.

    
      	 	 	 
	 	
              [Custodian]

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Name:
                

              Title:

            


    

    


    
      
        
        

      

      
        Exhibit
          B-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B-2

     

     

    FORM
      OF
      INTERIM CERTIFICATION

    
       

      
        	 	 	
                
                

              	 
	 	 	
                Date

              	 


      

    

     

    Citibank,
      N.A.

    388
      Greenwich Street, 14th floor

    New
      York,
      New York 10013

    Attention:
      Agency and Trust BNC 2007-3

    


    Structured
      Asset Securities Corporation

    745
      Seventh Avenue, 13th Floor

    New
      York,
      New York 10019

     

    [SERVICER]

     

    
      	
            	Re:	
              Trust
                Agreement dated as of June 1, 2007 (the “Trust Agreement”), by and among
                Structured Asset Securities Corporation, as Depositor, Citibank,
                N.A., as
                Trustee, Aurora Loan Services LLC, as Master Servicer, and Clayton
                Fixed
                Income Services Inc., as Credit Risk Manager with respect to BNC
                Mortgage
                Loan Trust
                2007-3 Mortgage Pass-Through Certificates, Series 2007-3    

            


    

     

    Ladies
      and Gentlemen:

     

    In
      accordance with Section 2.02(b) of the Trust Agreement, the undersigned, as
      Custodian, hereby certifies that as to each Mortgage Loan listed in the Mortgage
      Loan Schedule (other than any Mortgage Loan paid in full or listed on Schedule
      I
      hereto) it has received the applicable documents listed in Section 2.01(b)
      of
      the Trust Agreement.

     

    The
      undersigned hereby certifies that as to each Mortgage Loan identified on the
      Mortgage Loan Schedule, other than any Mortgage Loan listed on Schedule I
      hereto, it has reviewed the documents listed in Section 2.01(b) of the Trust
      Agreement and has determined that each such document appears regular on its
      face
      and appears to relate to the Mortgage Loan identified in such
      document.

     

    Capitalized
      words and phrases used herein shall have the respective meanings assigned to
      them in the Trust Agreement. This Certificate is qualified in all respects
      by
      the terms of said Trust Agreement including, but not limited to, Section
      2.02(b).

    
      	 	 	 
	 	
              [Custodian]

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Name:
                

              Title:

            


    

    


    
      
        
        

      

      
        Exhibit
          B-2

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B-3

     

    FORM
      OF
      FINAL CERTIFICATION

    
      
         

        
          	 	 	 	 
	 	 	
                  Date

                	 


        

      

    

     

    Citibank,
      N.A.

    388
      Greenwich Street, 14th floor

    New
      York,
      New York 10013

    Attention:
      Agency and Trust BNC 2007-3

    


    Structured
      Asset Securities Corporation

    745
      Seventh Avenue, 13th Floor

    New
      York,
      New York 10019

     

    [SERVICER]

     

    
      	
            	Re:	
              Trust
                Agreement dated as of June 1, 2007 (the “Trust Agreement”), by and among
                Structured Asset Securities Corporation, as Depositor, Citibank,
                as
                Trustee, Aurora Loan Services LLC, as Master Servicer, and Clayton
                Fixed
                Income Services Inc., as Credit Risk Manager with respect to BNC
                Mortgage
                Loan Trust
                2007-3 Mortgage Pass-Through Certificates, Series 2007-3    

            


    

     

    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 has received the applicable documents
      listed in Section 2.01(b) of the Trust Agreement.

     

    The
      undersigned hereby certifies that as to each Mortgage Loan identified in the
      Mortgage Loan Schedule, other than any Mortgage Loan listed on Schedule I
      hereto, it has reviewed the documents listed in Section 2.01(b) of the Trust
      Agreement and has determined that each such document appears to be complete
      and,
      based on an examination of such documents, the information set forth in items
      (i) through (vi) of the definition of Mortgage Loan Schedule is correct.


     

    Capitalized
      words and phrases used herein shall have the respective meanings assigned to
      them in the Trust Agreement. This Certificate is qualified in all respects
      by
      the terms of said Trust Agreement.

    
      	 	 	 
	 	
              [Custodian]

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Name:

              Title:
                

            


    

    


    
      
        
        

      

      
        Exhibit
          B-3

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B-4

     

    FORM
      OF
      ENDORSEMENT

     

    Pay
      to
      the order of Citibank, N.A., as Trustee (the “Trustee”) under the Trust
      Agreement dated as of June 1, 2007 by and among Structured Asset Securities
      Corporation, as Depositor, the Trustee, Aurora Loan Services LLC, as Master
      Servicer, and Clayton Fixed Income Services Inc., as Credit Risk Manager
      relating to BNC Mortgage Loan Trust 2007-3 Mortgage Pass-Through Certificates,
      Series 2007-3, without recourse.

    
      	 	 	 
	 	 
	 	
              [current
                signatory on note]

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Name:

              Title:

            


    

    


    
      
        
        

      

      
        Exhibit
          B-4

        
          

        

      

      
        
        

      

    


    EXHIBIT
      C

    


    REQUEST
      FOR RELEASE OF DOCUMENTS AND RECEIPT

    
       

      
        	 	 	 	 
	 	 	
                Date

              	 


      

    

     

    [Addressed
      to Trustee

    or,
      if
      applicable, the Custodian]

     

    In
      connection with the administration of the mortgages held by you as Trustee
      under
      a certain Trust Agreement dated as of June 1, 2007 by and among Structured
      Asset
      Securities Corporation, as Depositor, you, as Trustee, Aurora Loan Services
      LLC,
      as Master Servicer, and Clayton Fixed Income Services Inc., as Credit Risk
      Manager, (the “Trust Agreement”), the undersigned [Servicer] [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 Servicer hereby certifies that all amounts received
      in
      connection with the loan have been or will be credited to the Certificate
      Account pursuant to the Trust Agreement.)

     

    2. The
      Mortgage Loan is being foreclosed.

     

    3. Mortgage
      Loan substituted. (The Servicer hereby certifies that a Qualifying Substitute
      Mortgage Loan has been assigned and delivered to you along with the related
      Mortgage File pursuant to the Trust Agreement.)

     

    4. Mortgage
      Loan repurchased. (The [Servicer] [Master Servicer] hereby certifies that the
      Purchase Price or FPD Purchase Price (in the case of a First Payment Default
      Mortgage Loan or a Delinquency Default Mortgage Loan) has been credited to
      the
      Certificate Account or Collection Account, as applicable, pursuant to the Trust
      Agreement.)

     

    
      
        
        

      

      
        Exhibit
          C-1

        
          

        

      

      
        
        

      

    

     

    5. Other.
      (Describe)

     

    The
      undersigned acknowledges that the above Mortgage File will be held by the
      undersigned in accordance with the provisions of the Trust Agreement and will
      be
      returned to you within ten (10) days of our receipt of the Mortgage File, except
      if the Mortgage Loan has been paid in full, or repurchased or substituted for
      a
      Qualifying Substitute Mortgage Loan (in which case the Mortgage File will be
      retained by us permanently) and except if the Mortgage Loan is being foreclosed
      (in which case the Mortgage File will be returned when no longer required by
      us
      for such purpose).

     

    Capitalized
      terms used herein shall have the meanings ascribed to them in the Trust
      Agreement.

    
      	 	 	 
	 	 
	 	
              
                
[Name
                of Servicer]

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Name:

              Title:
                Servicing Officer

            


    

     

    
      
        
        

      

      
        Exhibit
          C-2

        
          

        

      

      
        
        

      

    


    EXHIBIT
      D-1

     

    FORM
      OF
      RESIDUAL CERTIFICATE TRANSFER AFFIDAVIT (TRANSFEREE)

     

    
      	STATE OF	)
	 	) ss.:
	COUNTY OF	)


    

       

    [NAME
      OF
      OFFICER], _________________ being first duly sworn, deposes and
      says:

     

    
      	 	
              1.

            	
              That
                he [she] is [title of officer] ________________________ of [name
                of
                Purchaser] _________________________________________ (the “Purchaser”), a
                _______________________ [description of type of entity] duly organized
                and
                existing under the laws of the [State of __________] [United States],
                on
                behalf of which he [she] makes this
                affidavit.

            


    

     

    
      	 	
              2.

            	
              That
                the Purchaser’s Taxpayer Identification Number is
                           .

            


    

     

    
      	 	
              3.

            	
              That
                the Purchaser is not a “disqualified organization” within the meaning of
                Section 860E(e)(5) of the Internal Revenue Code of 1986, as amended
                (the
                “Code”) and will not be a “disqualified organization” as of [date of
                transfer], and that the Purchaser is not acquiring a Residual Certificate
                (as defined in the Agreement) for the account of, or as agent (including
                a
                broker, nominee, or other middleman) for, any person or entity from
                which
                it has not received an affidavit substantially in the form of this
                affidavit. For these purposes, a “disqualified organization” means the
                United States, any state or political subdivision thereof, any foreign
                government, any international organization, any agency or instrumentality
                of any of the foregoing (other than an instrumentality if all of
                its
                activities are subject to tax and a majority of its board of directors
                is
                not selected by such governmental entity), any cooperative organization
                furnishing electric energy or providing telephone service to persons
                in
                rural areas as described in Code Section 1381(a)(2)(C), any “electing
                large partnership” within the meaning of Section 775 of the Code, or any
                organization (other than a farmers’ cooperative described in Code Section
                521) that is exempt from federal income tax unless such organization
                is
                subject to the tax on unrelated business income imposed by Code Section
                511.

            


    

     

    
      	 	
              4.

            	
              That
                the Purchaser either (x) is not, and on __________________ [date
                of
                transfer] will not be, an employee benefit plan or other retirement
                arrangement subject to Section 406 of the Employee Retirement Income
                Security Act of 1974, as amended (“ERISA”), or Section 4975 of the Code,
                (collectively, a “Plan”) or a person acting on behalf of any such Plan or
                investing the assets of any such Plan to acquire a Residual Certificate;
                (y) if the Residual Certificate has been the subject of an
                ERISA-Qualifying Underwriting, is an insurance company that is purchasing
                the Residual Certificate with funds contained in an “insurance company
                general account” as defined in Section V(e) of Prohibited Transaction
                Class Exemption (“PTCE”) 95-60 and the purchase and holding of the
                Residual Certificate are covered under Sections I and III of PTCE
                95-60;
                or (z) herewith delivers to the Trustee an opinion of counsel (a
“Benefit
                Plan Opinion”) satisfactory to the Trustee, and upon which the Trustee,
                the Master Servicer, the Servicer, the Depositor and any NIMS Insurer
                shall be entitled to rely, to the effect that the purchase or holding
                of
                such Residual Certificate by the Investor will not result in any
                non-exempt prohibited transactions under Title I of ERISA or Section
                4975
                of the Code and will not subject the Trustee, the Depositor, the
                Master
                Servicer, the Servicer or any NIMS Insurer to any obligation in addition
                to those undertaken by such entities in the Trust Agreement, which
                opinion
                of counsel shall not be an expense of the Trust Fund or any of the
                above
                parties.

            


    

     

    
      
        
        

      

      
        Exhibit
          D-1-1

        
          

        

      

      
        
        

      

    

     

    
      	 	
              5.

            	
              That
                the Purchaser hereby acknowledges that under the terms of the Trust
                Agreement (the “Agreement”) by and among Structured Asset Securities
                Corporation, as Depositor, Citibank, N.A., as Trustee, Aurora Loan
                Services LLC, as Master Servicer, and Clayton Fixed Income Services
                Inc.,
                as Credit Risk Manager, dated as of June 1, 2007, no transfer of
                the
                Residual Certificate shall be permitted to be made to any person
                unless
                the Depositor and Trustee have received a certificate from such transferee
                containing the representations in paragraphs 3 and 4
                hereof.

            


    

     

    
      	 	
              6.

            	
              That
                the Purchaser does not hold REMIC residual securities as nominee
                to
                facilitate the clearance and settlement of such securities through
                electronic book-entry changes in accounts of participating organizations
                (such entity, a “Book-Entry
                Nominee”).

            


    

     

    
      	 	
              7.

            	
              That
                the Purchaser does not have the intention to impede the assessment
                or
                collection of any federal, state or local taxes legally required
                to be
                paid with respect to such Residual
                Certificate.

            


    

     

    
      	 	
              8.

            	
              That
                the Purchaser will not transfer a Residual Certificate to any person
                or
                entity (i) as to which the Purchaser has actual knowledge that the
                requirements set forth in paragraph 3, paragraph 6 or paragraph 10
                hereof
                are not satisfied or that the Purchaser has reason to believe does
                not
                satisfy the requirements set forth in paragraph 7 hereof, and (ii)
                without
                obtaining from the prospective Purchaser an affidavit substantially
                in
                this form and providing to the Trustee a written statement substantially
                in the form of Exhibit D-2 to the
                Agreement.

            


    

     

    
      	 	
              9.

            	
              That
                the Purchaser understands that, as the holder of a Residual Certificate,
                the Purchaser may incur tax liabilities in excess of any cash flows
                generated by the interest and that it intends to pay taxes associated
                with
                holding such Residual Certificate as they become
                due.

            


    

     

    
      	 	
              10.

            	
              That
                the Purchaser (i) is not a Non-U.S. Person or (ii) is a Non-U.S.
                Person
                that holds a Residual Certificate in connection with the conduct
                of a
                trade or business within the United States and has furnished the
                transferor and the Trustee with an effective Internal Revenue Service
                Form
                W-8ECI (Certificate of Foreign Person’s Claim for Exemption From
                Withholding on Income Effectively Connected With the Conduct of a
                Trade or
                Business in the United States) or successor form at the time and
                in the
                manner required by the Code or (iii) is a Non-U.S. Person that has
                delivered to both the transferor and the Trustee an opinion of a
                nationally recognized tax counsel to the effect that the transfer
                of such
                Residual Certificate to it is in accordance with the requirements
                of the
                Code and the regulations promulgated thereunder and that such transfer
                of
                a Residual Certificate will not be disregarded for federal income
                tax
                purposes. “Non-U.S. Person” means an individual, corporation, partnership
                or other person other than (i) a citizen or resident of the United
                States;
                (ii) a corporation, partnership or other entity created or organized
                in or
                under the laws of the United States or any state thereof, including
                for
                this purpose, the District of Columbia; (iii) an estate that is subject
                to
                U.S. federal income tax regardless of the source of its income; (iv)
                a
                trust if a court within the United States is able to exercise primary
                supervision over the administration of the trust and one or more
                United
                States trustees have authority to control all substantial decisions
                of the
                trust; and, (v) to the extent provided in Treasury regulations, certain
                trusts in existence on August 20, 1996 that are treated as United
                States
                persons prior to such date and elect to continue to be treated as
                United
                States persons.

            


    

     

    
      
        
        

      

      
        Exhibit
          D-1-2

        
          

        

      

      
        
        

      

    

     

    
      	 	
              11.

            	
              That
                the Purchaser agrees to such amendments of the Trust Agreement as
                may be
                required to further effectuate the restrictions on transfer of any
                Residual Certificate to such a “disqualified organization,” an agent
                thereof, a Book-Entry Nominee, or a person that does not satisfy
                the
                requirements of paragraph 7 and paragraph 10
                hereof.

            


    

     

    
      	 	
              12.

            	
              That
                the Purchaser consents to the designation of the Trustee as its agent
                to
                act as “tax matters person” of the Trust Fund pursuant to the Trust
                Agreement.

            


    

     

    
      
        
        

      

      
        Exhibit
          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__.

     

    
      
        
        

      

      
        Exhibit
          D-1-4

        
          

        

      

      
        
        

      

    


    EXHIBIT
      D-2

     

    FORM
      OF
      RESIDUAL CERTIFICATE TRANSFER AFFIDAVIT (TRANSFEROR)

    
      
         

        
          	 	 	 
                  
	 	 	
                  Date

                


        

      

    

     

    
      	
            	Re:	
              BNC
                Mortgage Loan Trust 2007-3 

              Mortgage
                Pass-Through Certificates, Series
                2007-3

            


    

     

    _______________________
      (the “Transferor”) has reviewed the attached affidavit of
      _____________________________ (the “Transferee”), and has no actual knowledge
      that such affidavit is not true and has no reason to believe that the
      information contained in paragraph 7 thereof is not true, and has no reason
      to
      believe that the Transferee has the intention to impede the assessment or
      collection of any federal, state or local taxes legally required to be paid
      with
      respect to a Residual Certificate. In addition, the Transferor has conducted
      a
      reasonable investigation at the time of the transfer and found that the
      Transferee had historically paid its debts as they came due and found no
      significant evidence to indicate that the Transferee will not continue to pay
      its debts as they become due.

    
      	 	 	 
	 	
              Very
                truly yours,

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Name:

              Title:

            


    

     

    
      
        
        

      

      
        Exhibit
          D-2

        
          

        

      

      
        
        

      

    


    EXHIBIT
      E

     

    DESCRIPTION
      OF SERVICING AGREEMENT

    


    
      	 	
              1.

            	
              Securitization
                Servicing Agreement dated as of June 1, 2007, by and among LBH, as
                seller,
                JPMorgan Chase Bank, National Association, as servicer, and the Master
                Servicer.

            


    

     

    
      
        
        

      

      
        Exhibit
          E

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      F

     

    FORM
      OF
      RULE 144A TRANSFER CERTIFICATE

     

    
      	
            	Re:	
              BNC
                Mortgage Loan Trust 2007-3 Mortgage
                Pass-Through Certificates, Series
                2007-3

            


    

    


    Reference
      is hereby made to the Trust Agreement dated as of June 1, 2007 (the “Trust
      Agreement”) by and among Structured Asset Securities Corporation, as Depositor,
      Citibank, N.A., as Trustee, Aurora Loan Services LLC, as Master Servicer, and
      Clayton Fixed Income Services Inc., as Credit Risk Manager. Capitalized terms
      used but not defined herein shall have the meanings given to them in the Trust
      Agreement.

     

    This
      letter relates to $__________ initial Certificate Balance of Class     
      Certificates
      which are held in the form of Definitive Certificates registered in the name
      of
                                
      (the
“Transferor”). The Transferor has requested a transfer of such Definitive
      Certificates for Definitive Certificates of such Class registered in the name
      of
      [insert name of transferee].

     

    In
      connection with such request, and in respect of such Certificates, the
      Transferor hereby certifies that such Certificates are being transferred in
      accordance with (i) the transfer restrictions set forth in the Trust Agreement
      and the Certificates and (ii) Rule 144A under the Securities Act to a purchaser
      that the Transferor reasonably believes is a “qualified institutional buyer”
within the meaning of Rule 144A purchasing for its own account or for the
      account of a “qualified institutional buyer,” which purchaser is aware that the
      sale to it is being made in reliance upon Rule 144A, in a transaction meeting
      the requirements of Rule 144A and in accordance with any applicable securities
      laws of any state of the United States or any other applicable
      jurisdiction.

     

    This
      certificate and the statements contained herein are made for your benefit and
      the benefit of the Depositor.

    
      	 	 	 
	 	 
	 	
              
                

              

              [Name
                of Transferor]

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Name:

              Title:

            


    

    
    

    Dated:
      ___________, ____

     

    
      
        
        

      

      
        Exhibit
          F

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      G

     

    FORM
      OF
      PURCHASER’S LETTER FOR

    INSTITUTIONAL
      ACCREDITED INVESTORS

    

      
        
          	 	
                  __________________

                	 
	 	
                  Date

                	 


        

      

    

     

    Dear
      Sirs:

     

    In
      connection with our proposed purchase of $______________ principal amount of
      BNC
      Mortgage Loan Trust 2007-3 Mortgage Pass-Through Certificates, Series 2007-3,
      [Class B1][Class B2] Certificates (the “Privately Offered Certificates”) of the
      Structured Asset Securities Corporation (the “Depositor”), we confirm
      that:

     

    
      	
              (1)

            	
              We
                understand that the Privately Offered Certificates have not been,
                and will
                not be, registered under the Securities Act of 1933, as amended (the
                “Securities Act”), and may not be sold except as permitted in the
                following sentence. We agree, on our own behalf and on behalf of
                any
                accounts for which we are acting as hereinafter stated, that if we
                should
                sell any Privately Offered Certificates within two years of the later
                of
                the date of original issuance of the Privately Offered Certificates
                or the
                last day on which such Privately Offered Certificates are owned by
                the
                Depositor or any affiliate of the Depositor we will do so only (A)
                to the
                Depositor, (B) to “qualified institutional buyers” (within the meaning of
                Rule 144A under the Securities Act) in accordance with Rule 144A
                under the
                Securities Act (“QIBs”), (C) pursuant to the exemption from registration
                provided by Rule 144 under the Securities Act, or (D) to an institutional
                “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or
                (7) of Regulation D under the Securities Act that is not a QIB (an
                “Institutional Accredited Investor”) which, prior to such transfer,
                delivers to the Trustee under the Trust Agreement dated as of June
                1, 2007
                by and among the Depositor, Aurora Loan Services LLC, as Master Servicer,
                Citibank, N.A., as Trustee (the “Trustee”), and Clayton Fixed Income
                Services Inc., as Credit Risk Manager, a signed letter in the form
                of this
                letter; and we further agree, in the capacities stated above, to
                provide
                to any person purchasing any of the Privately Offered Certificates
                from us
                a notice advising such purchaser that resales of the Privately Offered
                Certificates are restricted as stated
                herein.

            


    

     

    
      	
              (2)

            	
              We
                understand that, in connection with any proposed resale of any Privately
                Offered Certificates to an Institutional Accredited Investor, we
                will be
                required to furnish to the Trustee and the Depositor a certification
                from
                such transferee in the form hereof to confirm that the proposed sale
                is
                being made pursuant to an exemption from, or in a transaction not
                subject
                to, the registration requirements of the Securities Act. We further
                understand that the Privately Offered Certificates purchased by us
                will
                bear a legend to the foregoing
                effect.

            


    

     

     

    
      
        
        

      

      
        Exhibit
          G-1

        
          

        

      

      
        
        

      

    

     

     

    
      	
              (3)

            	
              We
                are acquiring the Privately Offered Certificates for investment purposes
                and not with a view to, or for offer or sale in connection with,
                any
                distribution in violation of the Securities Act. We have such knowledge
                and experience in financial and business matters as to be capable
                of
                evaluating the merits and risks of our investment in the Privately
                Offered
                Certificates, and we and any account for which we are acting are
                each able
                to bear the economic risk of such
                investment.

            


    

     

    
      	
              (4)

            	
              We
                are an Institutional Accredited Investor and we are acquiring the
                Privately Offered Certificates purchased by us for our own account
                or for
                one or more accounts (each of which is an Institutional Accredited
                Investor) as to each of which we exercise sole investment
                discretion.

            


    

     

    
      	(5)	
              We
                have received such information as we deem necessary in order to make
                our
                investment decision.

            


    

     

    
      	(6)	
              If
                we are acquiring ERISA-Restricted Certificates, we understand that
                in
                accordance with ERISA, the Code and the Exemption, no Plan and no
                person
                acting on behalf of such a Plan may acquire such Certificate except
                in
                accordance with Section 3.03(d) of the Trust
                Agreement.

            


    

     

    Terms
      used in this letter which are not otherwise defined herein have the respective
      meanings assigned thereto in the Trust Agreement.

     

    
      
        
        

      

      
        Exhibit
          G-2

        
          

        

      

      
        
        

      

    


    You
      and
      the Depositor are entitled to rely upon this letter and are irrevocably
      authorized to produce this letter or a copy hereof to any interested party
      in
      any administrative or legal proceeding or official inquiry with respect to
      the
      matters covered hereby.

     

    
      	 	 	 
	 	Very truly yours, 
	 	 
	 	
              __________________________________

              [Purchaser]

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              
Name:

	 	Title:


    

     

     

    
      
        
        

      

      
        Exhibit
          G-3

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      H

     

    FORM
      OF
      ERISA TRANSFER AFFIDAVIT

    

      
        	
                STATE
                  OF NEW YORK 

              	
                )

              
	 	
                )
                  ss.:

              
	
                COUNTY
                  OF NEW YORK 

              	
                )

              


      

       

    

    
    

    The
      undersigned, being first duly sworn, deposes and says as follows:

     

    1. The
      undersigned is the ______________________ of (the “Investor”), a [corporation
      duly organized] and existing under the laws of __________, on behalf of which
      he
      makes this affidavit.

     

    2. In
      the
      case of an ERISA-Restricted Certificate, the Investor either (x) is not, and
      on
      __________________ [date of transfer] will not be, an employee benefit plan
      or
      other retirement arrangement subject to Section 406 of the Employee Retirement
      Income Security Act of 1974, as amended (“ERISA”), or Section 4975 of the
      Internal Revenue Code of 1986, as amended (the “Code”), (collectively, a “Plan”)
      or a person acting on behalf of any such Plan or investing the assets of any
      such Plan to acquire a Certificate; (y) if the Certificate has been the subject
      of an ERISA-Qualifying Underwriting, is an insurance company that is purchasing
      the Certificate with funds contained in an “insurance company general account”
as defined in Section V(e) of Prohibited Transaction Class Exemption (“PTCE”)
      95-60 and the purchase and holding of the Certificate are covered under Sections
      I and III of PTCE 95-60; or (z) herewith delivers to the Trustee an opinion
      of
      counsel (a “Benefit Plan Opinion”) satisfactory to the Trustee, and upon which
      the Trustee, the Master Servicer, the Servicer, the Depositor and any NIMS
      Insurer shall be entitled to rely, to the effect that the purchase or holding
      of
      such Certificate by the Investor will not result in any non-exempt prohibited
      transactions under Title I of ERISA or Section 4975 of the Code and will not
      subject the Trustee, the Depositor, the Master Servicer, the Servicer or any
      NIMS Insurer to any obligation in addition to those undertaken by such entities
      in the Trust Agreement, which opinion of counsel shall not be an expense of
      the
      Trust Fund or any of the above parties.

     

    3. In
      the
      case of an ERISA-Restricted Trust Certificate, prior to the termination of
      the
      Swap Agreement and the Interest Rate Cap Agreement, either (i) the Investor
      is
      neither a Plan nor a person acting on behalf of any such Plan or using the
      assets of any such Plan to effect such transfer or (ii) the acquisition and
      holding of the ERISA-Restricted Trust Certificate are eligible for exemptive
      relief under the statutory exemption for nonfiduciary service providers under
      Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Code, PTCE 84-14,
      PTCE 90-1, PTCE 91-38, PTCE 95-60 or PTCE 96-23 or some other applicable
      exemption.

     

    
      
        
        

      

      
        Exhibit
          H-1

        
          

        

      

      
        
        

      

    

     

    4. The
      Investor hereby acknowledges that under the terms of the Trust Agreement (the
      “Agreement”) by and among Structured Asset Securities Corporation, as Depositor,
      Citibank, N.A., as Trustee, Aurora Loan Services LLC, as Master Servicer, and
      Clayton Fixed Income Services Inc., as Credit Risk Manager, dated as of June
      1,
      2007, no transfer of the ERISA-Restricted Certificates or the ERISA-Restricted
      Trust Certificates shall be permitted to be made to any person unless the
      Trustee have received a certificate from such transferee in the form
      hereof.

     

    
      
        
        

      

      
        Exhibit
          H-2

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Investor has caused this instrument to be executed on
      its
      behalf, pursuant to proper authority, by its duly authorized officer, duly
      attested, this ____ day of _______________, 20___.

     

    
      	 	 	 
	 	
              
                
[Investor]

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              
Name:

	 	Title:


    

     

    ATTEST:

    


     

    _____________________________

    

      
        	STATE OF
	
                )

              
	 	
                )
                  ss:

              
	COUNTY OF	
                )

              


      

    

      

    Personally
      appeared before me the above-named ________________, known or proved to me
      to be
      the same person who executed the foregoing instrument and to be the
      ____________________ of the Investor, and acknowledged that he executed the
      same
      as his free act and deed and the free act and deed of the Investor.

     

    Subscribed
      and sworn before me this _____ day of _________ 20___.

     

    
      	 	 	 
	 	
              
                

              

              NOTARY
                PUBLIC

            
	 	 
	 	
              My
                commission expires the

              _____
                day of __________, 20___.

            


    

     

     

    
      
        
        

      

      
        Exhibit
          H-3

        
          

        

      

      
        
        

      

    


    EXHIBIT
      I

     

    [RESERVED]

     

    
      
        
        

      

      
        Exhibit
          I

        
          

        

      

      
        
        

      

    


    EXHIBIT
      J

     

    [RESERVED]

    
       

      
        
          
          

        

        
          Exhibit
            J

          
            

          

        

        
          
          

        

      

    


    EXHIBIT
      K

     

    DESCRIPTION
      OF CUSTODIAL AGREEMENT

     

    
      	 	
              1.

            	
              Custodial
                Agreement dated as of June 1, 2007 between Deutsche Bank National
                Trust
                Company, as Custodian, and Citibank, N.A., as
                Trustee.

            


    

    


    


    
      
        
        

      

      
        Exhibit
          K

        
          

        

      

      
        
        

      

    


    EXHIBIT
      L

     

    DESCRIPTION
      OF CREDIT RISK MANAGEMENT AGREEMENT

     

    
      	 	
              1)

            	
              Credit
                Risk Management Agreement dated June 29, 2007 between the Credit
                Risk
                Manager and JPMorgan Chase Bank, National Association, as
                servicer.

            


    

     

     

    
      
        
        

      

      
        Exhibit
          L

        
          

        

      

      
        
        

      

    


    EXHIBIT
      M-1

     

    FORM
      OF
      TRANSFER CERTIFICATE

    FOR
      TRANSFER FROM RESTRICTED GLOBAL SECURITY

    TO
      REGULATION S GLOBAL SECURITY

    (Transfers
      pursuant to § 3.03(h)(B)

    of
      the
      Agreement)

     

    
      
        	
              	Re:	
                BNC
                  Mortgage Loan Trust 2007-3 

                Mortgage
                  Pass-Through Certificates Series
                  2007-3

              


      

    

     

    Reference
      is hereby made to the Trust Agreement (the “Agreement”) by and among Structured
      Asset Securities Corporation, as Depositor, Aurora Loan Services LLC, as Master
      Servicer, Clayton Fixed Income Services Inc., as Credit Risk Manager, and
      Citibank, N.A., as Trustee, dated as of June 1, 2007. Capitalized terms used
      but
      not defined herein shall have the meanings given to them in the
      Agreement.

     

    This
      letter relates to U.S. $                            
      aggregate
      principal amount of Securities which are held in the form of a Restricted Global
      Security with DTC in the name of [name of transferor]                                                       
      (the
“Transferor”) to effect the transfer of the Securities in exchange for an
      equivalent beneficial interest in a Regulation S Global Security.

     

    In
      connection with such request, the Transferor does hereby certify that such
      transfer has been effected in accordance with the transfer restrictions set
      forth in the Agreement and the Securities and in accordance with Rule 904 of
      Regulation S, and that:

     

    a. the
      offer
      of the Securities was not made to a person in the United States; 

     

    b. at
      the
      time the buy order was originated, the transferee was outside the United States
      or the Transferor and any person acting on its behalf reasonably believed that
      the transferee was outside the United States;

     

    c. no
      directed selling efforts have been made in contravention of the requirements
      of
      Rule 903 or 904 of Regulation S, as applicable;

     

    d. the
      transaction is not part of a plan or scheme to evade the registration
      requirements of the United States Securities Act of 1933, as amended;
      and

     

    
      
        e.
          the
          transferee is not a U.S. person (as defined in Regulation
          S).

      

    

     

    
      
        
        

      

      
        Exhibit
          M-1-1

        
          

        

      

      
        
        

      

    


    You
      are
      entitled to rely upon this letter and are irrevocably authorized to produce
      this
      letter or a copy hereof to any interested party in any administrative or legal
      proceedings or official inquiry with respect to the matters covered hereby.
      Terms used in this certificate have the meanings set forth in Regulation
      S.

     

    
      	 	 	 
	 	
              
                

              

              [Name
                of Transferor]

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              
Name:

	 	Title:


    

     

    Date:             
        ,
             

    


    
      
        
        

      

      
        Exhibit
          M-1-2

        
          

        

      

      
        
        

      

    


    EXHIBIT
      M-2

    


    FORM
      OF
      TRANSFER CERTIFICATE FOR TRANSFER 

    FROM
      REGULATION S GLOBAL SECURITY

    TO
      RESTRICTED GLOBAL SECURITY

    (Transfers
      pursuant to § 3.03(h)(C)

    of
      the
      Agreement)

     

    
      	
            	Re:	
              BNC
                Mortgage Loan Trust 2007-3 

              Mortgage
                Pass-Through Certificates Series
                2007-3

            


    

     

    Reference
      is hereby made to the Trust Agreement (the “Agreement”) by and among Structured
      Asset Securities Corporation, as Depositor, Aurora Loan Services LLC, as Master
      Servicer, Clayton Fixed Income Services Inc., as Credit Risk Manager, and
      Citibank, N.A., as Trustee, dated as of June 1, 2007. Capitalized terms used
      but
      not defined herein shall have the meanings given to them in the
      Agreement.

     

    This
      letter relates to U.S. $                            
      aggregate
      principal amount of Securities which are held in the form of a Regulations
      S
      Global Security in the name of [name of transferor]                                                       
      (the
      “Transferor”) to effect the transfer of the Securities in exchange for an
      equivalent beneficial interest in a Restricted Global Security.

     

    In
      connection with such request, and in respect of such Securities, the Transferor
      does hereby certify that such Securities are being transferred in accordance
      with (i) the transfer restrictions set forth in the Agreement and the Securities
      and (ii) Rule 144A under the United States Securities Act of 1933, as amended,
      to a transferee that the Transferor reasonably believes is purchasing the
      Securities for its own account or an account with respect to which the
      transferee exercises sole investment discretion, the transferee and any such
      account is a qualified institutional buyer within the meaning of Rule 144A,
      in a
      transaction meeting the requirements of Rule 144A and in accordance with any
      applicable securities laws of any state of the United States or any other
      jurisdiction.

     

    
      	 	 	 
	 	
              
                

              

              [Name
                of Transferor]

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              
Name:

	 	Title:


    

    
    

    Date:             
        ,
             

     

    
      
        
        

      

      
        Exhibit
          M-2

        
          

        

      

      
        
        

      

    


    EXHIBIT
      N

    


    INTEREST
      RATE CAP AGREEMENT


    


    See
      closing book or exhibit to Form 8-K filed with the SEC under

    BNC
      Mortgage
      Loan Trust 2007-3

    


    
      
        
        

      

      
        Exhibit
          N

        
          

        

      

      
        
        

      

    


    EXHIBIT
      O

    


    SWAP
      AGREEMENT


    


    See
      closing book or exhibit to Form 8-K filed with the SEC under

    BNC
      Mortgage
      Loan Trust 2007-3

     

    
      
        
        

      

      
        Exhibit
          O

        
          

        

      

      
        
        

      

    


    EXHIBIT
      P

    


    [RESERVED]

    


    
      
        
        

      

      
        Exhibit
          P

        
          

        

      

      
        
        

      

    


    EXHIBIT
      Q

     

    FORM
      OF
      BACK-UP CERTIFICATION TO BE PROVIDED TO

    THE
      DEPOSITOR AND/OR THE MASTER SERVICER BY THE TRUSTEE

    


    Structured
      Asset Securities Corporation

    745
      Seventh Avenue, 13th Floor

    New
      York,
      New York 10019

    Attention:
      Mortgage Finance, BNC 2007-3

    


    Aurora
      Loan Services LLC

    10350
      Park Meadows Drive

    Littleton,
      Colorado 80124

    


    
      	Re:	
              BNC
                Mortgage Loan Trust 2007-3  

              Mortgage
                Pass-Through Certificates, Series
                2007-3

            


    

    


    Reference
      is made to the Trust Agreement dated as of June 1, 2007 (the “Trust Agreement”),
      by and among Citibank, N.A. (the “Trustee”), Aurora Loan Services LLC, as master
      servicer (the “Master Servicer”), Structured Asset Securities Corporation, as
      depositor (the “Depositor”), and Clayton Fixed Income Services Inc., as credit
      risk manager. The Trustee hereby certifies to the Depositor and the Master
      Servicer, and their respective officers, directors and affiliates, and with
      the
      knowledge and intent that they will rely upon this certification,
      that:

    


    
      	 	
              (i)
                

            	
              The
                Trustee has reviewed the annual report on Form 10-K for the fiscal
                year
                ending on December 31, 200[  ], and all reports on Form 10-D
                containing distribution reports filed in respect of periods included
                in
                the year covered by that annual report, relating to the above-referenced
                trust;

            


    

    


    
      	 	
              (ii)
                

            	
              Based
                solely upon the information provided to us pursuant to Sections 6.20(d)
                and 6.20(e) and the information provided by us pursuant to Sections
                6.20(d) and 6.20(e), the information set forth in the reports referenced
                in (i) above does not contain any untrue statement of material fact;
                and

            


    

    


    
      	 	
              (iii)
                

            	
              Based
                on my knowledge, the distribution information required to be provided
                by
                the Trustee under the Trust Agreement, together with the information
                specific to and required to be provided by the Trustee pursuant to
                Sections 6.20(d) and 6.20(e) is included in these
                reports.

            


    

    


    Date:

    
      	 	 	 
	 	CITIBANK, N.A., as Trustee
	 
 	 
 	 
 
	
            	By:  	
            
	 	 	
              
 
	 	Name: 	 
	 	 	
              
 
	 	Title: 	 
	 	
              

            


    

     

     

    
      
        
        

      

      
        Exhibit
          Q

        
          

        

      

      
        
        

      

    


    EXHIBIT
      R-1

    


    FORM
      OF
      WATCHLIST REPORT

    


    
      
        
        

      

      
        Exhibit
          R-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      R-2

    


    FORM
      OF
      LOSS SEVERITY REPORT

    


    
      
        
        

      

      
        Exhibit
          R-2

        
          

        

      

      
        
        

      

    


    EXHIBIT
      R-3

    


    [RESERVED]

    


    
      
        
        

      

      
        Exhibit
          R-3

        
          

        

      

      
        
        

      

    


    EXHIBIT
      R-4

    


    FORM
      OF
      PREPAYMENT PREMIUMS REPORT

    


    
      
        
        

      

      
        Exhibit
          R-4

        
          

        

      

      
        
        

      

    


    EXHIBIT
      R-5

    


    FORM
      OF
      ANALYTICS REPORT

    


    
      
        
        

      

      
        Exhibit
          R-5

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
      S

    


    SERVICING
      CRITERIA TO BE ADDRESSED IN REPORT ON ASSESSMENT OF COMPLIANCE

    


    To:
      

    


    [_______]

    


    Where
      there are multiple checks for criteria the attesting party will identify in
      their management assertion that they are attesting only to the portion of the
      distribution chain they are responsible for in the related transaction
      agreements. Capitalized terms used herein but not defined herein shall have
      the
      meanings assigned to them in the Trust Agreement dated as of June 1, 2007 (the
      “Agreement”), by and among Structured Asset Securities Corporation, as
      Depositor, Citibank, N.A., as Trustee, Aurora Loan Services LLC, as Master
      Servicer, and Clayton Fixed Income Services Inc., as Credit Risk Manager.


    


    If
      the
      Trustee and the Paying Agent are the same party, the servicing criteria of
      the
      Paying Agent listed below will be included in the Trustee’s report.

    

      
        	
                Reg
                  AB Reference

              	 	
                Servicing
                  Criteria

              	 	
                Paying
                  Agent

              	 	
                Credit
                  Risk Manager

              	 	
                Trustee
                  

              	 	
                Master
                  Servicer

              
	 	 	
                General Servicing
                   Considerations

              	 	 	 	 	 	 	 	 
	
                1122(d)(1)(i)

              	 	
                Policies
                  and procedures are instituted to monitor any performance or other
                  triggers
                  and events of default in accordance with the transaction
                  agreements.

              	 	 	 	 	 	 	 	
                X

              
	 	 	 	 	 	 	 	 	 	 	 
	
                1122(d)(1)(ii)

              	 	
                If
                  any material servicing activities are outsourced to third parties,
                  policies and procedures are instituted to monitor the third party’s
                  performance and compliance with such servicing activities.


              	 	 	 	 	 	
                X

              	 	
                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

              	 	 	 	 	 	 	 	 


      

       

       

      
        
          
          

        

        
          Exhibit
            S-1

          
            

          

        

        
          
          

        

      

    

    

      

        
          	
                  Reg
                    AB Reference

                	 	
                  Servicing
                    Criteria

                	 	
                  Paying
                    Agent

                	 	
                  Credit
                    Risk Manager

                	 	
                  Trustee
                    

                	 	
                  Master
                    Servicer

                
	
                  1122(d)(2)(i)

                	 	
                  Payments
                    on pool assets are deposited into the appropriate custodial bank
                    accounts
                    and related bank clearing accounts no more than two business
                    days
                    following receipt, or such other number of days specified in
                    the
                    transaction agreements. 

                	 	
                  X

                	 	 	 	
                  X

                	 	
                  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

                	 	
                  X

                
	 	 	 	 	 	 	 	 	 	 	 
	
                  1122(d)(2)(iii)

                	 	
                  Advances
                    of funds or guarantees regarding collections, cash flows or distributions,
                    and any interest or other fees charged for such advances, are
                    made,
                    reviewed and approved as specified in the transaction agreements.
                    

                	 	 	 	 	 	 	 	
                  X

                
	 	 	 	 	 	 	 	 	 	 	 
	
                  1122(d)(2)(iv)

                	 	
                  The
                    related accounts for the transaction, such as cash reserve accounts
                    or
                    accounts established as a form of over collateralization, are
                    separately
                    maintained (e.g., with respect to commingling of cash) as set
                    forth in the
                    transaction agreements. 

                	 	
                  X

                	 	 	 	
                  X

                	 	
                  X

                
	 	 	 	 	 	 	 	 	 	 	 
	
                  1122(d)(2)(v)

                	 	
                  Each
                    custodial account is maintained at a federally insured depository
                    institution as set forth in the transaction agreements. For purposes
                    of
                    this criterion, “federally insured depository institution” with respect to
                    a foreign financial institution means a foreign financial institution
                    that
                    meets the requirements of Rule 13k-1(b)(1) of the Securities
                    Exchange Act.
                    

                	 	 	 	 	 	
                  X

                	 	
                  X

                
	 	 	 	 	 	 	 	 	 	 	 
	
                  1122(d)(2)(vi)

                	 	
                  Unissued
                    checks are safeguarded so as to prevent unauthorized access.
                    

                	 	
                  X

                	 	 	 	
                  X

                	 	
                  X

                


        

         

         

        
          
            
            

          

          
            Exhibit
              S-2

            
              

            

          

          
            
            

          

        

      

      

        

          
            	
                    Reg
                      AB Reference

                  	 	
                    Servicing
                      Criteria

                  	 	
                    Paying
                      Agent

                  	 	
                    Credit
                      Risk Manager

                  	 	
                    Trustee
                      

                  	 	
                    Master
                      Servicer

                  
	
                    1122(d)(2)(vii)
                      

                  	 	
                    Reconciliations
                      are prepared on a monthly basis for all asset-backed securities
                      related
                      bank accounts, including custodial accounts and related bank
                      clearing
                      accounts. These reconciliations are (A) mathematically accurate;
                      (B)
                      prepared within 30 calendar days after the bank statement cutoff
                      date, or
                      such other number of days specified in the transaction agreements;
                      (C)
                      reviewed and approved by someone other than the person who
                      prepared the
                      reconciliation; and (D) contain explanations for reconciling
                      items. These
                      reconciling items are resolved within 90 calendar days of their
                      original
                      identification, or such other number of days specified in the
                      transaction
                      agreements. 

                  	 	
                    X

                  	 	 	 	
                    X

                  	 	
                    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

                  	 	
                    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

                  	 	
                    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

                  	 	
                     X

                  


          

           

           

          
            
              
              

            

            
              Exhibit
                S-3

              
                

              

            

            
              
              

            

          

        

        

          

            
              	
                      Reg
                        AB Reference

                    	 	
                      Servicing
                        Criteria

                    	 	
                      Paying
                        Agent

                    	 	
                      Credit
                        Risk Manager

                    	 	
                      Trustee
                        

                    	 	
                      Master
                        Servicer

                    
	
                      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

                    	 	
                      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. 

                    	 	
                       

                    	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	
                      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

                    


            

             

             

            
              
                
                

              

              
                Exhibit
                  S-4

                
                  

                

              

              
                
                

              

            

          

          

            

              
                	
                        Reg
                          AB Reference

                      	 	
                        Servicing
                          Criteria

                      	 	
                        Paying
                          Agent

                      	 	
                        Credit
                          Risk Manager

                      	 	
                        Trustee
                          

                      	 	
                        Master
                          Servicer

                      
	
                        1122(d)(4)(viii)

                      	 	
                        Records
                          documenting collection efforts are maintained during the
                          period a pool
                          asset is delinquent in accordance with the transaction
                          agreements. Such
                          records are maintained on at least a monthly basis, or
                          such other period
                          specified in the transaction agreements, and describe the
                          entity’s
                          activities in monitoring delinquent pool assets including,
                          for example,
                          phone calls, letters and payment rescheduling plans in
                          cases where
                          delinquency is deemed temporary (e.g., illness or unemployment).
                          

                      	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	
                        1122(d)(4)(ix)

                      	 	
                        Adjustments
                          to interest rates or rates of return for pool assets with
                          variable rates
                          are computed based on the related pool asset documents.


                      	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	
                        1122(d)(4)(x)

                      	 	
                        Regarding
                          any funds held in trust for an obligor (such as escrow
                          accounts): (A) such
                          funds are analyzed, in accordance with the obligor’s pool asset documents,
                          on at least an annual basis, or such other period specified
                          in the
                          transaction agreements; (B) interest on such funds is paid,
                          or credited,
                          to obligors in accordance with applicable pool asset documents
                          and state
                          laws; and (C) such funds are returned to the obligor within
                          30 calendar
                          days of full repayment of the related pool assets, or such
                          other number of
                          days specified in the transaction agreements. 

                      	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	
                        1122(d)(4)(xi)

                      	 	
                        Payments
                          made on behalf of an obligor (such as tax or insurance
                          payments) are made
                          on or before the related penalty or expiration dates, as
                          indicated on the
                          appropriate bills or notices for such payments, provided
                          that such support
                          has been received by the servicer at least 30 calendar
                          days prior to these
                          dates, or such other number of days specified in the transaction
                          agreements. 

                      	 	 	 	 	 	 	 	
                         

                      


              

               

               

              
                
                  
                  

                

                
                  Exhibit
                    S-5

                  
                    

                  

                

                
                  
                  

                

              

            

            

              

                
                  	
                          Reg
                            AB Reference

                        	 	
                          Servicing
                            Criteria

                        	 	
                          Paying
                            Agent

                        	 	
                          Credit
                            Risk Manager

                        	 	
                          Trustee
                            

                        	 	
                          Master
                            Servicer

                        
	
                          1122(d)(4)(xii)

                        	 	
                          Any
                            late payment penalties in connection with any payment
                            to be made on behalf
                            of an obligor are paid from the Servicer’s funds and not charged to the
                            obligor, unless the late payment was due to the obligor’s error or
                            omission. 

                        	 	 	 	 	 	 	 	
                           

                        
	 	 	 	 	 	 	 	 	 	 	 
	
                          1122(d)(4)(xiii)

                        	 	
                          Disbursements
                            made on behalf of an obligor are posted within two business
                            days to the
                            obligor’s records maintained by the servicer, or such other number
                            of days
                            specified in the transaction agreements. 

                        	 	 	 	 	 	 	 	
                           

                        
	 	 	 	 	 	 	 	 	 	 	 
	
                          1122(d)(4)(xiv)
                            

                        	 	
                          Delinquencies,
                            charge-offs and uncollectible accounts are recognized
                            and recorded in
                            accordance with the transaction agreements. 

                        	 	 	 	 	 	 	 	
                          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*

                        	 	 


                

              

              
*
                Not
                applicable.

               

              
                
                  
                  

                

                
                  Exhibit
                    S-6

                  
                    

                  

                

                
                  
                  

                

              

            

          

        

      

    


    EXHIBIT
      T

    


    [RESERVED]

    


    
      
        
        

      

      
        Exhibit
          T

        
          

        

      

      
        
        

      

       

    

    EXHIBIT
      U

    


    FORM
      OF
      CERTIFICATION

    TO
      BE
      PROVIDED BY THE CREDIT RISK MANAGER


     

    FORM
      OF CERTIFICATION

     

    Re:
      BNC
      Mortgage Loan Trust 2007-3 Mortgage Pass-Through Certificates, Series 2007-3,
      issued pursuant to the Trust Agreement dated as of June 1, 2007, among
      Structured Asset Securities Corporation, as Depositor (the “Depositor”), Aurora
      Loan Services LLC, as Master Servicer, Clayton Fixed Income Services Inc.,
      as
      Credit Risk Manager, and Citibank, N.A., as Trustee (the “Trustee”).


     

    CLAYTON
      FIXED INCOME SERVICES INC. (the “Credit Risk Manager”) certifies to the
      Depositor, the Sponsor, the Master Servicer, the Trustee, and [10-K Signatory
      Entity] its officers, directors and affiliates, and with the knowledge and
      intent that they will rely upon this certification, that:

     

    
      	 	
              1.

            	
              Based
                on the knowledge of the Credit Risk Manager, taken as a whole, the
                information in the reports provided during the calendar year immediately
                preceding the date of this certificate (the “Relevant Year”) by the Credit
                Risk Manager pursuant to the Master Consulting Agreement dated as
                of
                January 28, 2004 (the
                “Master Consulting Agreement”), by and between the Credit Risk Manager and
                Lehman Brothers Holdings Inc. and pursuant to Transaction Addendum
                BNC
                2007-3 (the “Transaction Addendum BNC 2007-3”), does not contain any
                untrue statement of a material fact or omit to state a material fact
                necessary to make the statements made, in light of the circumstances
                under
                which such statements were made, not misleading as of the date that
                each
                of such reports was provided; and

            


    

     

    
      	 	
              2.

            	
              The
                Credit Risk Manager has fulfilled its obligations under the Master
                Consulting Agreement and Transaction Addendum BNC 2007-3 throughout
                the
                Relevant Year.

            


    

     

    
      	CLAYTON
              FIXED
              INCOME SERVICES INC.	 	 	 
	 	 	 	 
	 	 	 	 
	By: 	 	 	
            
	
              
                

              

            	 	 	
            
	Name: 	 	 	 
	
              
                

              

            	 	 	 
	Title: 	 	 	
            
	
              
                

              

            	 	 	 




     

    
      
        
        

      

      
        Exhibit
          U

        
          

        

      

      
        
        

      

    


    EXHIBIT
      V

    


    TRANSACTION
      PARTIES

    


    Sponsor
      and Seller: Lehman Brothers Holdings Inc.

    


    Depositor:
      Structured Asset Securities Corporation

    


    Trustee:
      Citibank, N.A.

    


    Securities
      Administrator: Not applicable

    


    Master
      Servicer: Aurora Loan Services LLC

    


    Credit
      Risk Manager: Clayton Fixed Income Services Inc.

    


    Swap
      Counterparty: Swiss Re Financial Products Corporation

    


    Cap
      Counterparty: Swiss Re Financial Products Corporation

    


    Servicer(s):
      JPMorgan Chase Bank, National Association

    


    Originator(s):
      BNC Mortgage LLC

    


    Custodian:
      Deutsche Bank National Trust Company

    


    PMI
      Insurer(s): Not applicable

     

    
      

    

    
      
        
          	*	
                  As
                    of the Closing Date

                


        

      

    

     

     

    
      
        
        

      

      
        Exhibit
          V

        
          

        

      

      
        
        

      

    


    EXHIBIT
      W

    


    [Reserved]

    


    
      
        
        

      

      
        Exhibit
          W

        
          

        

      

      
        
        

      

    


    EXHIBIT
      X

     

    Schedule
      of Fees for Services as Document Custodian 

    

      
        	
                File
                  Reinstatements/ Rejected File Reinstatements, per file:

              	
                $4.00

              
	 	 
	
                *
                  Monthly
                  Custody Safekeeping, per file, per month:

              	
                $0.20

              
	 	 
	
                Release
                  Requests/ Rejected Release Request, per file:

              	
                $4.00

              
	 	 
	
                Trailing
                  Document Review and Inter Filing, per document:

              	
                $2.00

              
	 	 
	
                Completion
                  of Assignments, per assignment:

              	
                $2.00

              
	 	 
	
                (applicable
                  if ever required post closing and not an upfront fee that is paid
                  by the
                  issuer)

              	 
	 	 
	
                Completion
                  of Endorsements, per endorsement:

              	
                $2.00

              
	 	 
	
                (applicable
                  if ever required post closing and not an upfront fee that is paid
                  by the
                  issuer) 

              	
              
	 	 
	Copies,
                per document:
                	
                $2.00

              
	 	 
	(to be billed
                to the
                requesting party)	 


      

      
         

      

      
        

      

    

    
      
        
          
            	
                    1

                  	
                    The
                      monthly custody fee will be calculated by multiplying the file
                      count at
                      the beginning of the month plus any files added during the
                      month times the
                      monthly custody fee.

                  


          

        

         

        
          
            
            

          

          
            Exhibit
              X

            
              

            

          

          
            
            

          

        

      

    


    EXHIBIT
      Y

     

    FORM
      OF
      CALL OPTION NOTICE

     

    [Date]

    


    [___________]

    [___________]

    [___________]

    Attention:
      [___________]

     

    
      	Re:	
              CALL
                OPTION NOTICE

            


    

     

    Trust
      Agreement relating to the BNC Mortgage Loan Trust 2007-3 Mortgage 

    Pass-Through
      Certificates, Series 2007-3, dated as of June 1, 2007, among 

    Structured
      Asset Securities Corporation, as Depositor, Aurora Loan Services 

    LLC,
      as
      Master Servicer, Clayton Fixed Income Services Inc., as Credit Risk


    Manager,
      and Citibank, N.A., as Trustee

    


    Ladies
      and Gentlemen:

    


    In
      accordance with the Section 7.01(d)(i) of the above-referenced Trust Agreement,
      Aurora Loan Services LLC, as Master Servicer, hereby notifies you that the
      option to purchase the Mortgage Loans and certain other property of the Trust
      Fund may be exercised on the Distribution Date of this month. The Bid Due Date
      for this month is [_____] [__], 20[__]. 

    


    [In
      accordance with Section 7.01(d)(vii) of the Trust Agreement, if no Call Option
      Holder submits a Purchaser Call Option Notice on or before such Bid Due Date,
      then, on the immediately succeeding Distribution Date, the Master Servicer
      may
      exercise the option to purchase the Mortgage Loans and certain other property
      of
      the Trust Fund pursuant to Section 7.01(b) or Section 7.01(c) of the Trust
      Agreement.]

    


    Capitalized
      terms used and not defined herein are used as defined in the Trust
      Agreement.


    
       

      
        	 	 	 
	 	
                Very
                  truly yours,

                


                Aurora
                  Loan Services LLC

              
	 
 	 
 	 
 
	
              	By:  	
              
	 	 	
                
 
	 	Name: 	 
	 	 	
                
 
	 	Title: 	 
	 	
                

              


      

       

       

      
        
          
          

        

        
          Exhibit
            Y

          
            

          

        

        
          
          

        

         

      

    

    EXHIBIT
      Z

     

    FORM
      OF
      PURCHASER CALL OPTION NOTICE

    


    [Date]

    


    Aurora
      Loan Services LLC

    10350
      Park Meadows Drive 

    Littleton,
      Colorado 80124

    Attn:
      BNC
      2007-3


     

    
      	Re:	
              PURCHASER
                CALL OPTION NOTICE

            


    

     

    Trust
      Agreement relating to the BNC Mortgage Loan Trust 2007-3 Mortgage 

    Pass-Through
      Certificates, Series 2007-3, dated as of June 1, 2007, among 

    Structured
      Asset Securities Corporation, as Depositor, Aurora Loan Services 

    LLC,
      as
      Master Servicer, Clayton Fixed Income Services Inc., as Credit Risk


    Manager,
      and Citibank, N.A., as Trustee

    


    Ladies
      and Gentlemen:

    


    In
      accordance with Section 7.01(d)(iii) of the above-referenced Trust Agreement,
      [NIM Residual Securities holder][Class X Certificateholder] hereby requests
      Aurora Loan Services LLC (the “Master Servicer”) to exercise the option to
      purchase on its behalf with respect to all, but no fewer than all, of the
      Mortgage Loans and other property of the Trust Fund relating to the BNC Mortgage
      Loan Trust 2007-3 Mortgage Pass-Through Certificates, Series 2007-3.


    


    The
      Bid
      Price for such assets shall be $___________.

    


    Capitalized
      terms used and not defined herein are used as defined in the Trust
      Agreement.

    
       

      
        	 	 	 
	 	
                Very
                  truly yours,

                


                [CALL
                  OPTION HOLDER]

              
	 
 	 
 	 
 
	
              	By:  	
              
	 	 	
                
 
	 	Name: 	 
	 	 	
                
 
	 	Title: 	 
	 	
                

              


      

       

       

      
        
          
          

        

        
          Exhibit
            Z

          
            

          

        

        
          
          

        

      

    


    SCHEDULE
      A

     

    MORTGAGE
      LOAN SCHEDULE

     

    [To
      be
      retained in a separate closing binder entitled “BNC 2007-3 Mortgage Loan
      Schedules” at 

    Heller
      Ehrman LLP]

     

    
      
        
        

      

      
        Schedule
          A

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      B

     

    FIRST
      PAYMENT DEFAULT MORTGAGE LOANS

     

    [To
      be
      maintained in a separate closing binder entitled “BNC 2007-3 

    First
      Payment Default Mortgage Loans” at Heller Ehrman LLP]

    


    
      
        
        

      

      
        Schedule
          B

        
          

        

      

      
        
        

      

    


    SCHEDULE
      C

     

    DELINQUENCY
      DEFAULT MORTGAGE LOANS

     

    [To
      be
      maintained in a separate closing binder entitled “BNC 2007-3

    First
      Payment Default Mortgage Loans” at Heller Ehrman LLP]

     

    
      
        
        

      

      
        Schedule
          C