EXECUTION

    


    
 

    


    


    STRUCTURED
      ASSET SECURITIES CORPORATION,

    as
      Depositor,

    


    AURORA
      LOAN SERVICES LLC,

    as
      Master
      Servicer,

    


    and

    


    LASALLE
      BANK NATIONAL ASSOCIATION,

    as
      Trustee

    


    ___________________________

    


    TRUST
      AGREEMENT

    


    


    Dated
      as
      of June 1, 2007

    ___________________________

    


    LEHMAN
      XS
      TRUST

    MORTGAGE
      PASS-THROUGH CERTIFICATES,

    SERIES
      2007-10H

    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    TABLE
      OF
      CONTENTS

    


    
      	 	 	
              Page

            
	 	 
	
              ARTICLE
                I DEFINITIONS

            	
              26

            
	 	 	 
	
              Section
                1.01.

            	
              Definitions.

            	
              26

            
	
              Section
                1.02.

            	
              Calculations
                Respecting Mortgage Loans.

            	
              83

            
	
              Section
                1.03.

            	
              Calculations
                Respecting Accrued Interest.

            	
              83

            
	 	 
	
              ARTICLE
                II DECLARATION OF TRUST; ISSUANCE OF CERTIFICATES

            	
              83

            
	 	 	 
	
              Section
                2.01.

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

            	
              83

            
	
              Section
                2.02.

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

            	
              88

            
	
              Section
                2.03.

            	
              Representations
                and Warranties of the Depositor.

            	
              90

            
	
              Section
                2.04.

            	
              Discovery
                of Breach.

            	
              92

            
	
              Section
                2.05.

            	
              Repurchase,
                Purchase or Substitution of Mortgage Loans.

            	
              93

            
	
              Section
                2.06.

            	
              Grant
                Clause.

            	
              94

            
	 	 
	
              ARTICLE
                III THE CERTIFICATES

            	
              95

            
	 	 	 
	
              Section
                3.01.

            	
              The
                Certificates.

            	
              95

            
	
              Section
                3.02.

            	
              Registration.

            	
              96

            
	
              Section
                3.03.

            	
              Transfer
                and Exchange of Certificates.

            	
              97

            
	
              Section
                3.04.

            	
              Cancellation
                of Certificates.

            	
              101

            
	
              Section
                3.05.

            	
              Replacement
                of Certificates.

            	
              101

            
	
              Section
                3.06.

            	
              Persons
                Deemed Owners.

            	
              101

            
	
              Section
                3.07.

            	
              Temporary
                Certificates.

            	
              101

            
	
              Section
                3.08.

            	
              Appointment
                of Paying Agent.

            	
              102

            
	
              Section
                3.09.

            	
              Book-Entry
                Certificates.

            	
              103

            
	 	 
	
              ARTICLE
                IV ADMINISTRATION OF THE TRUST FUND

            	
              104

            
	 	 	 
	
              Section
                4.01.

            	
              Collection
                Account.

            	
              104

            
	
              Section
                4.02.

            	
              Application
                of Funds in the Collection Account.

            	
              106

            
	
              Section
                4.03.

            	
              Reports
                to Certificateholders.

            	
              109

            
	
              Section
                4.04.

            	
              Certificate
                Account.

            	
              114

            
	 	 
	
              ARTICLE
                V DISTRIBUTIONS TO HOLDERS OF CERTIFICATES

            	
              115

            
	 	 	 
	
              Section
                5.01.

            	
              Distributions
                Generally.

            	
              115

            
	
              Section
                5.02.

            	
              Distributions
                from the Certificate Account.

            	
              116

            
	
              Section
                5.03.

            	
              Allocation
                of Losses.

            	
              134

            
	
              Section
                5.04.

            	
              Advances
                by Master Servicer, Servicers and Trustee.

            	
              135

            
	
              Section
                5.05.

            	
              Compensating
                Interest Payments.

            	
              136

            
	
              Section
                5.06.

            	
              Basis
                Risk Reserve Funds.

            	
              136

            
	
              Section
                5.07.

            	
              Supplemental
                Interest Trust.

            	
              138

            
	
              Section
                5.08.

            	
              Rights
                of Group 1 Swap Counterparty.

            	
              142

            


    

     

    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    

     

    
      	
              Section
                5.09.

            	
              Termination
                Receipts.

            	
              142

            
	
              Section
                5.10.

            	
              The
                Certificate Insurance Policy.

            	
              146

            
	 	 
	
              ARTICLE
                VI CONCERNING THE TRUSTEE EVENTS OF DEFAULT

            	
              148

            
	 	 	 
	
              Section
                6.01.

            	
              Duties
                of Trustee and the Paying Agent.

            	
              148

            
	
              Section
                6.02.

            	
              Certain
                Matters Affecting the Trustee.

            	
              153

            
	
              Section
                6.03.

            	
              Trustee
                Not Liable for Certificates.

            	
              154

            
	
              Section
                6.04.

            	
              Trustee
                May Own Certificates.

            	
              154

            
	
              Section
                6.05.

            	
              Eligibility
                Requirements for Trustee.

            	
              155

            
	
              Section
                6.06.

            	
              Resignation
                and Removal of Trustee.

            	
              155

            
	
              Section
                6.07.

            	
              Successor
                Trustee.

            	
              156

            
	
              Section
                6.08.

            	
              Merger
                or Consolidation of Trustee.

            	
              157

            
	
              Section
                6.09.

            	
              Appointment
                of Co-Trustee, Separate Trustee or Custodian.

            	
              157

            
	
              Section
                6.10.

            	
              Authenticating
                Agents.

            	
              159

            
	
              Section
                6.11.

            	
              Indemnification
                of Trustee.

            	
              160

            
	
              Section
                6.12.

            	
              Fees
                and Expenses of Trustee and Custodians.

            	
              161

            
	
              Section
                6.13.

            	
              Collection
                of Monies.

            	
              162

            
	
              Section
                6.14.

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

            	
              162

            
	
              Section
                6.15.

            	
              Additional
                Remedies of Trustee Upon Event of Default.

            	
              166

            
	
              Section
                6.16.

            	
              Waiver
                of Defaults.

            	
              167

            
	
              Section
                6.17.

            	
              Notification
                to Holders.

            	
              167

            
	
              Section
                6.18.

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

            	
              167

            
	
              Section
                6.19.

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

            	
              168

            
	
              Section
                6.20.

            	
              Preparation
                of Tax Returns and Other Reports.

            	
              168

            
	
              Section
                6.21.

            	
              Compliance
                with Regulation AB.

            	
              177

            
	
              Section
                6.22.

            	
              No
                Merger.

            	
              177

            
	
              Section
                6.23.

            	
              Reporting
                Requirements of the Commission.

            	
              178

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

            	
              178

            
	 	 	 
	
              Section
                7.01.

            	
              Purchase
                of Mortgage Loans; Termination of a Mortgage Pool or the Trust Fund
                Upon
                Purchase or Liquidation of Mortgage Loans; Purchase of the Pooling
                REMIC I
                Regular Interests or the Pooling REMIC II Regular
                Interests.

            	
              178

            
	
              Section
                7.02.

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

            	
              182

            
	
              Section
                7.03.

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

            	
              183

            
	
              Section
                7.04.

            	
              Optional
                Purchase Right of NIMS Insurer.

            	
              184

            
	 	 
	
              ARTICLE
                VIII RIGHTS OF CERTIFICATEHOLDERS

            	
              185

            
	 	 	 
	
              Section
                8.01.

            	
              Limitation
                on Rights of Holders.

            	
              185

            
	
              Section
                8.02.

            	
              Access
                to List of Holders.

            	
              186

            


    

     

    
      
        
        

      

      
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              Section
                8.03.

            	
              Acts
                of Holders of Certificates.

            	
              186

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

            	
              187

            
	 	 	 
	
              Section
                9.01.

            	
              Duties
                of the Master Servicer.

            	
              187

            
	
              Section
                9.02.

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

            	
              188

            
	
              Section
                9.03.

            	
              Master
                Servicer’s Financial Statements and Related Information.

            	
              188

            
	
              Section
                9.04.

            	
              Power
                to Act; Procedures.

            	
              189

            
	
              Section
                9.05.

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

            	
              191

            
	
              Section
                9.06.

            	
              Collection
                of Taxes, Assessments and Similar Items.

            	
              192

            
	
              Section
                9.07.

            	
              Termination
                of Servicing Agreements; Successor Servicers.

            	
              192

            
	
              Section
                9.08.

            	
              Master
                Servicer Liable for Enforcement.

            	
              193

            
	
              Section
                9.09.

            	
              No
                Contractual Relationship Between Any Servicer and Trustee or
                Depositor.

            	
              194

            
	
              Section
                9.10.

            	
              Assumption
                of Servicing Agreement by Trustee.

            	
              194

            
	
              Section
                9.11.

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

            	
              195

            
	
              Section
                9.12.

            	
              Release
                of Mortgage Files.

            	
              195

            
	
              Section
                9.13.

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

            	
              196

            
	
              Section
                9.14.

            	
              Representations
                and Warranties of the Master Servicer.

            	
              197

            
	
              Section
                9.15.

            	
              Opinion.

            	
              200

            
	
              Section
                9.16.

            	
              Standard
                Hazard and Flood Insurance Policies.

            	
              200

            
	
              Section
                9.17.

            	
              Presentment
                of Claims and Collection of Proceeds.

            	
              200

            
	
              Section
                9.18.

            	
              Maintenance
                of the Primary Mortgage Insurance Policies.

            	
              201

            
	
              Section
                9.19.

            	
              Trustee
                To Retain Possession of Certain Insurance Policies and
                Documents.

            	
              201

            
	
              Section
                9.20.

            	
              Realization
                Upon Defaulted Mortgage Loans.

            	
              202

            
	
              Section
                9.21.

            	
              Compensation
                to the Master Servicer.

            	
              202

            
	
              Section
                9.22.

            	
              REO
                Property.

            	
              203

            
	
              Section
                9.23.

            	
              Notice
                to the Sponsor, the Depositor and the Trustee.

            	
              203

            
	
              Section
                9.24.

            	
              Reports
                to the Trustee.

            	
              204

            
	
              Section
                9.25.

            	
              Assessment
                of Compliance and Attestation Reports.

            	
              205

            
	
              Section
                9.26.

            	
              Annual
                Statement of Compliance with Applicable Servicing
                Criteria.

            	
              206

            
	
              Section
                9.27.

            	
              Merger
                or Consolidation.

            	
              207

            
	
              Section
                9.28.

            	
              Resignation
                of Master Servicer.

            	
              207

            
	
              Section
                9.29.

            	
              Assignment
                or Delegation of Duties by the Master Servicer.

            	
              207

            
	
              Section
                9.30.

            	
              Limitation
                on Liability of the Master Servicer and Others.

            	
              208

            
	
              Section
                9.31.

            	
              Indemnification;
                Third-Party Claims.

            	
              209

            
	 	 
	
              ARTICLE
                X REMIC ADMINISTRATION

            	
              210

            
	 	 	 
	
              Section
                10.01.

            	
              REMIC
                Administration.

            	
              210

            
	
              Section
                10.02.

            	
              Prohibited
                Transactions and Activities.

            	
              213

            
	
              Section
                10.03.

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

            	
              214

            
	
              Section
                10.04.

            	
              REO
                Property.

            	
              214

            


    

     

    
      
        
        

      

      
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              ARTICLE
                XI MISCELLANEOUS PROVISIONS

            	
              215

            
	 	 	 
	
              Section
                11.01.

            	
              Binding
                Nature of Agreement; Assignment.

            	
              215

            
	
              Section
                11.02.

            	
              Entire
                Agreement.

            	
              215

            
	
              Section
                11.03.

            	
              Amendment.

            	
              215

            
	
              Section
                11.04.

            	
              Voting
                Rights.

            	
              218

            
	
              Section
                11.05.

            	
              Provision
                of Information.

            	
              218

            
	
              Section
                11.06.

            	
              Governing
                Law.

            	
              218

            
	
              Section
                11.07.

            	
              Notices.

            	
              219

            
	
              Section
                11.08.

            	
              Severability
                of Provisions.

            	
              219

            
	
              Section
                11.09.

            	
              Indulgences;
                No Waivers.

            	
              219

            
	
              Section
                11.10.

            	
              Headings
                Not To Affect Interpretation.

            	
              219

            
	
              Section
                11.11.

            	
              Benefits
                of Agreement.

            	
              220

            
	
              Section
                11.12.

            	
              Special
                Notices to the Rating Agencies, the Certificate Insurer, the Group
                1 Swap
                Counterparty and any NIMS Insurer.

            	
              220

            
	
              Section
                11.13.

            	
              Conflicts.

            	
              221

            
	
              Section
                11.14.

            	
              Counterparts.

            	
              221

            
	
              Section
                11.15.

            	
              Transfer
                of Servicing.

            	
              221

            
	
              Section
                11.16.

            	
              Matters
                Relating to the Certificate Insurance Policy.

            	
              223

            


    

    


    



    
      
        
        

      

      
        iv

        
          

        

      

      
        
        

      

    


    ATTACHMENTS

    


    
      	
              Exhibit
                A

            	
              Forms
                of Certificates

            


    

    
      	
              Exhibit
                B-1

            	
              Form
                of Initial Certification

            


    

    
      	
              Exhibit
                B-2

            	
              Form
                of Interim Certification

            


    

    
      	
              Exhibit
                B-3

            	
              Form
                of Final Certification

            


    

    
      	
              Exhibit
                B-4

            	
              Form
                of Endorsement

            


    

    
      	
              Exhibit
                C

            	
              Request
                for Release of Documents and
                Receipt

            


    

    
      	
              Exhibit
                D-l

            	
              Form
                of Residual Certificate Transfer Affidavit
                (Transferee)

            


    

    
      	
              Exhibit
                D-2

            	
              Form
                of Residual Certificate Transfer Affidavit
                (Transferor)

            


    

    
      	
              Exhibit
                E

            	
              List
                of Servicing Agreements

            


    

    
      	
              Exhibit
                F

            	
              Form
                of Rule 144A Transfer Certificate

            


    

    
      	
              Exhibit
                G

            	
              Form
                of Purchaser’s Letter for Institutional Accredited
                Investors

            


    

    
      	
              Exhibit
                H

            	
              Form
                of ERISA Transfer Affidavit

            


    

    
      	
              Exhibit
                I

            	
              [Reserved]

            


    

    
      	
              Exhibit
                J

            	
              [Reserved]

            


    

    
      	
              Exhibit
                K

            	
              List
                of Custodial Agreements

            


    

    
      	
              Exhibit
                L

            	
              Form
                of Ambac Certificate Insurance
                Policy

            


    

    
      	
              Exhibit
                M

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

            


    

    
      	
              Exhibit
                N-1

            	
              Group
                1 Swap Agreement

            


    

    
      	
              Exhibit
                N-2

            	
              Group
                1 Cap Agreement

            


    

    
      	
              Exhibit
                N-3

            	
              Balance
                Guaranteed Cap Agreement

            


    

    
      	
              Exhibit
                N-4

            	
              Group
                2 Cap Agreement

            


    

    
      	
              Exhibit
                O

            	
              Servicing
                Criteria to be Addressed in Report on Assessment of
                Compliance

            


    

    
      	
              Exhibit
                P

            	
              Transaction
                Parties

            


    

    
      	
              Exhibit
                Q

            	
              Additional
                Form 10-D Disclosure

            


    

    
      	
              Exhibit
                R

            	
              Additional
                Form 10-K Disclosure

            


    

    
      	
              Exhibit
                S

            	
              Additional
                Form 8-K Disclosure

            


    

    


    
      	
              Schedule
                A

            	
              Mortgage
                Loan Schedule (by Mortgage Pool)

            


    

    
      	
              Schedule
                B

            	
              Schedule
                of First Payment Default Mortgage
                Loans

            


    

    


    


    



    
      
        
        

      

      
        v

        
          

        

      

      
        
        

      

    



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

     

    PRELIMINARY
      STATEMENT 

     

    The
      Depositor has acquired the Mortgage Loans from the Seller, and at the Closing
      Date is the owner of the Mortgage Loans and the other property being conveyed
      by
      it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing
      Date, the Depositor will acquire the Certificates from the Trust Fund as
      consideration for its transfer to the Trust Fund of the Mortgage Loans and
      the
      other property constituting the Trust Fund. The Depositor has duly authorized
      the execution and delivery of this Agreement to provide for the conveyance
      to
      the Trustee of the Mortgage Loans and the other property constituting the Trust
      Fund. All covenants and agreements made by the Seller in the Mortgage Loan
      Sale
      Agreement and by the Depositor, the Master Servicer and the Trustee herein
      with
      respect to the Mortgage Loans and the other property constituting the Trust
      Fund
      are for the benefit of the Holders from time to time of the Certificates, and
      to
      the extent provided herein, the Certificate Insurer, any NIMS Insurer and the
      Group 1 Swap Counterparty. The Depositor, the Trustee and the Master Servicer
      are entering into this Agreement, and the Trustee is accepting the Trust Fund
      created hereby, for good and valuable consideration, the receipt and sufficiency
      of which are hereby acknowledged.

     

    As
      provided herein, the Trustee shall elect that the Trust Fund (exclusive of
      (i)
      the Pool 1 Basis Risk Reserve Fund, (ii) the Pool 2 Basis Risk Reserve Fund,
      (iii) the Group 1 Swap Agreement, (iv) the Group 1 Swap Account, (v) the
      Supplemental Interest Trust, (vi) the Group 1 Cap Agreement, (vii) the Group
      1
      Cap Account, (viii) the Balance Guaranteed Cap Agreement, (ix) the Group 2
      Cap
      Agreement, (x) the obligation to pay Class I Shortfalls, (xi) the rights to
      receive (and the obligation to pay) Basis Risk Shortfalls and Unpaid Basis
      Risk
      Shortfalls, (xii) the right to receive FPD Premiums and (xiii) the Collateral
      Accounts (collectively, the “Excluded Trust Assets”)) be treated for federal
      income tax purposes as comprising nine real estate mortgage investment conduits
      (each, a “REMIC”) in two tiered structures. Specifically, Pooling REMIC I,
      Lower-Tier REMIC I, Middle-Tier REMIC IA, Middle-Tier REMIC IB, and Upper-Tier
      REMIC I shall relate to Pool 1 and Pooling REMIC II, Lower-Tier REMIC II,
      Middle-Tier REMIC II, and Upper-Tier REMIC II shall relate to Pool
      2.

     

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

     

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

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


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

     

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

     

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

     

    Pooling
      REMIC II shall hold the assets of the Trust Fund related to Pool 2, other than
      any Excluded Trust Assets, and shall issue several uncertificated interests
      and
      shall also issue the Class II-LT-R Certificate, which is hereby designated
      as
      the sole residual interest in Pooling REMIC II. Each uncertificated interest
      in
      Pooling REMIC II is hereby designated as a REMIC regular interest. 

     

    Lower-Tier
      REMIC II shall hold the uncertificated interests issued by Pooling REMIC II
      and
      shall issue several uncertificated interests. Each such interest, other than
      the
      LT2-R Interest, is hereby designated as a REMIC regular interest. The LT2-R
      Interest is hereby designated as the sole residual interest in Lower-Tier REMIC
      II.

     

    Middle-Tier
      REMIC II shall hold the uncertificated interests issued by Lower-Tier REMIC
      II,
      other than the LT2-R Interest, and shall issue several uncertificated interests.
      Each such interest, other than the Class MT2-R Interest, is hereby designated
      as
      a REMIC regular interest. The Class MT2-R Interest is hereby designated as
      the
      sole residual interest in Middle-Tier REMIC II.

     

    Upper-Tier
      REMIC II shall hold the uncertificated interests issued by Middle-Tier REMIC
      II,
      other than the Class MT2-R Interest. Each of the Offered Certificates related
      to
      Pool 2 represents ownership of regular interests in Upper-Tier REMIC II. Each
      of
      the Offered Certificates related to Pool 2 also represents the right to receive
      Basis Risk Shortfalls or Unpaid Basis Risk Shortfalls. For federal income tax
      purposes, the Class II-XS Component of the Class II-X Certificates represents
      ownership of regular interests in Upper-Tier REMIC II and also represent the
      obligation to make payments in respect of Basis Risk Shortfalls or Unpaid Basis
      Risk Shortfalls to the Offered Certificates related to Pool 2 to the extent
      payable from Pool 2 Monthly Excess Cashflow. The Class II-CX Component of the
      Class II-X Certificates shall not represent an interest in any REMIC formed
      hereby. The Class II-P Certificates represent ownership of regular interests
      in
      Upper-Tier REMIC II. The Class II-R Certificate represents ownership of the
      sole
      class of residual interest in Upper-Tier REMIC II as well as ownership of the
      LT2-R and Class MT2-R Interests.

     


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    Pooling
      REMIC I

     

    Pooling
      REMIC I shall issue one uncertificated interest in respect of each Pool 1
      Mortgage Loan held by the Trust on the Closing Date, each of which is hereby
      designated as a regular interest in Pooling REMIC I (the “Pooling REMIC I
      Regular Interests”). Pooling REMIC I shall also issue the Class I-LT-R
      Certificate, which shall represent the sole class of residual interest in
      Pooling REMIC I. Each Pooling REMIC I 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 Qualified Substitute
      Mortgage Loan is substituted for such Mortgage Loan (the “Original Mortgage
      Loan”), no amount of interest payable on such Qualified Mortgage Loan shall be
      distributed on such Pooling REMIC I Regular Interest at a rate in excess of
      the
      Net Mortgage Rate of the Original Mortgage Loan.

     

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

     

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

     

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

     

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

     


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    Lower-Tier
      REMIC I

     

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

     

    
      	
              Designation

            	 	
              Initial
                Principal 

              Balance

            	 	
               

              Interest
                Rate

            
	
              LT1-A

            	 	
              (5)

            	 	
              (1)

            
	
              LT1-F1

            	 	
              $     11,218,176.50

            	 	
              (2)

            
	
              LT1-V1

            	 	
              $     11,218,176.50

            	 	
              (3)

            
	
              LT1-F2

            	 	
              $     10,821,520.50

            	 	
              (2)

            
	
              LT1-V2

            	 	
              $     10,821,520.50

            	 	
              (3)

            
	
              LT1-F3

            	 	
              $     10,438,881.50

            	 	
              (2)

            
	
              LT1-V3

            	 	
              $     10,438,881.50

            	 	
              (3)

            
	
              LT1-F4

            	 	
              $     10,069,764.50

            	 	
              (2)

            
	
              LT1-V4

            	 	
              $     10,069,764.50

            	 	
              (3)

            
	
              LT1-F5

            	 	
              $       9,713,691.50

            	 	
              (2)

            
	
              LT1-V5

            	 	
              $       9,713,691.50

            	 	
              (3)

            
	
              LT1-F6

            	 	
              $       9,370,203.00

            	 	
              (2)

            
	
              LT1-V6

            	 	
              $       9,370,203.00

            	 	
              (3)

            
	
              LT1-F7

            	 	
              $       9,038,852.50

            	 	
              (2)

            
	
              LT1-V7

            	 	
              $       9,038,852.50

            	 	
              (3)

            
	
              LT1-F8

            	 	
              $       8,719,212.50

            	 	
              (2)

            
	
              LT1-V8

            	 	
              $       8,719,212.50

            	 	
              (3)

            
	
              LT1-F9

            	 	
              $       8,410,869.50

            	 	
              (2)

            
	
              LT1-V9

            	 	
              $       8,410,869.50

            	 	
              (3)

            
	
              LT1-F10

            	 	
              $       8,113,424.00

            	 	
              (2)

            
	
              LT1-V10

            	 	
              $       8,113,424.00

            	 	
              (3)

            
	
              LT1-F11

            	 	
              $     24,234,110.00

            	 	
              (2)

            
	
              LT1-V11

            	 	
              $     24,234,110.00

            	 	
              (3)

            
	
              LT1-F12

            	 	
              $       8,338,100.00

            	 	
              (2)

            
	
              LT1-V12

            	 	
              $       8,338,100.00

            	 	
              (3)

            
	
              LT1-F13

            	 	
              $       7,883,173.50

            	 	
              (2)

            
	
              LT1-V13

            	 	
              $       7,883,173.50

            	 	
              (3)

            
	
              LT1-F14

            	 	
              $       7,553,775.00

            	 	
              (2)

            
	
              LT1-V14

            	 	
              $       7,553,775.00

            	 	
              (3)

            
	
              LT1-F15

            	 	
              $       7,238,134.00

            	 	
              (2)

            
	
              LT1-V15

            	 	
              $       7,238,134.00

            	 	
              (3)

            
	
              LT1-F16

            	 	
              $       6,935,675.00

            	 	
              (2)

            
	
              LT1-V16

            	 	
              $       6,935,675.00

            	 	
              (3)

            
	
              LT1-F17

            	 	
              $       6,645,850.00

            	 	
              (2)

            
	
              LT1-V17

            	 	
              $       6,645,850.00

            	 	
              (3)

            
	
              LT1-F18

            	 	
              $       6,368,130.00

            	 	
              (2)

            
	
              LT1-V18

            	 	
              $       6,368,130.00

            	 	
              (3)

            
	
              LT1-F19

            	 	
              $       6,125,219.50

            	 	
              (2)

            


    

    



    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    


    
      	
              Designation

            	 	
              Initial
                Principal 

              Balance

            	 	
               

              Interest
                Rate

            
	
              LT1-V19

            	 	
              $       6,125,219.50

            	 	
              (3)

            
	
              LT1-F20

            	 	
              $       5,846,025.00

            	 	
              (2)

            
	
              LT1-V20

            	 	
              $       5,846,025.00

            	 	
              (3)

            
	
              LT1-F21

            	 	
              $       5,601,713.50

            	 	
              (2)

            
	
              LT1-V21

            	 	
              $       5,601,713.50

            	 	
              (3)

            
	
              LT1-F22

            	 	
              $       5,456,308.50

            	 	
              (2)

            
	
              LT1-V22

            	 	
              $       5,456,308.50

            	 	
              (3)

            
	
              LT1-F23

            	 	
              $     23,988,667.50

            	 	
              (2)

            
	
              LT1-V23

            	 	
              $     23,988,667.50

            	 	
              (3)

            
	
              LT1-F24

            	 	
              $       4,821,201.50

            	 	
              (2)

            
	
              LT1-V24

            	 	
              $       4,821,201.50

            	 	
              (3)

            
	
              LT1-F25

            	 	
              $       4,586,307.00

            	 	
              (2)

            
	
              LT1-V25

            	 	
              $       4,586,307.00

            	 	
              (3)

            
	
              LT1-F26

            	 	
              $       4,362,852.00

            	 	
              (2)

            
	
              LT1-V26

            	 	
              $       4,362,852.00

            	 	
              (3)

            
	
              LT1-F27

            	 	
              $       4,150,280.50

            	 	
              (2)

            
	
              LT1-V27

            	 	
              $       4,150,280.50

            	 	
              (3)

            
	
              LT1-F28

            	 	
              $       3,948,062.00

            	 	
              (2)

            
	
              LT1-V28

            	 	
              $       3,948,062.00

            	 	
              (3)

            
	
              LT1-F29

            	 	
              $       3,755,692.00

            	 	
              (2)

            
	
              LT1-V29

            	 	
              $       3,755,692.00

            	 	
              (3)

            
	
              LT1-F30

            	 	
              $       3,572,693.00

            	 	
              (2)

            
	
              LT1-V30

            	 	
              $       3,572,693.00

            	 	
              (3)

            
	
              LT1-F31

            	 	
              $       3,398,606.00

            	 	
              (2)

            
	
              LT1-V31

            	 	
              $       3,398,606.00

            	 	
              (3)

            
	
              LT1-F32

            	 	
              $       3,232,998.50

            	 	
              (2)

            
	
              LT1-V32

            	 	
              $       3,232,998.50

            	 	
              (3)

            
	
              LT1-F33

            	 	
              $       3,083,824.50

            	 	
              (2)

            
	
              LT1-V33

            	 	
              $       3,083,824.50

            	 	
              (3)

            
	
              LT1-F34

            	 	
              $       3,026,394.00

            	 	
              (2)

            
	
              LT1-V34

            	 	
              $       3,026,394.00

            	 	
              (3)

            
	
              LT1-F35

            	 	
              $       2,898,814.00

            	 	
              (2)

            
	
              LT1-V35

            	 	
              $       2,898,814.00

            	 	
              (3)

            
	
              LT1-F36

            	 	
              $       2,636,412.50

            	 	
              (2)

            
	
              LT1-V36

            	 	
              $       2,636,412.50

            	 	
              (3)

            
	
              LT1-F37

            	 	
              $       2,507,933.00

            	 	
              (2)

            
	
              LT1-V37

            	 	
              $       2,507,933.00

            	 	
              (3)

            
	
              LT1-F38

            	 	
              $       2,385,711.50

            	 	
              (2)

            
	
              LT1-V38

            	 	
              $       2,385,711.50

            	 	
              (3)

            
	
              LT1-F39

            	 	
              $       2,269,445.00

            	 	
              (2)

            
	
              LT1-V39

            	 	
              $       2,269,445.00

            	 	
              (3)

            
	
              LT1-F40

            	 	
              $       2,158,841.50

            	 	
              (2)

            
	
              LT1-V40

            	 	
              $       2,158,841.50

            	 	
              (3)

            
	
              LT1-F41

            	 	
              $       2,053,626.00

            	 	
              (2)

            


    

    



    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    


    
      	
              Designation

            	 	
              Initial
                Principal 

              Balance

            	 	
               

              Interest
                Rate

            
	
              LT1-V41

            	 	
              $       2,053,626.00

            	 	
              (3)

            
	
              LT1-F42

            	 	
              $       1,953,536.50

            	 	
              (2)

            
	
              LT1-V42

            	 	
              $       1,953,536.50

            	 	
              (3)

            
	
              LT1-F43

            	 	
              $       1,858,323.00

            	 	
              (2)

            
	
              LT1-V43

            	 	
              $       1,858,323.00

            	 	
              (3)

            
	
              LT1-F44

            	 	
              $       1,767,748.00

            	 	
              (2)

            
	
              LT1-V44

            	 	
              $       1,767,748.00

            	 	
              (3)

            
	
              LT1-F45

            	 	
              $       1,681,586.00

            	 	
              (2)

            
	
              LT1-V45

            	 	
              $       1,681,586.00

            	 	
              (3)

            
	
              LT1-F46

            	 	
              $       1,599,621.50

            	 	
              (2)

            
	
              LT1-V46

            	 	
              $       1,599,621.50

            	 	
              (3)

            
	
              LT1-F47

            	 	
              $       1,521,650.50

            	 	
              (2)

            
	
              LT1-V47

            	 	
              $       1,521,650.50

            	 	
              (3)

            
	
              LT1-F48

            	 	
              $       1,447,478.50

            	 	
              (2)

            
	
              LT1-V48

            	 	
              $       1,447,478.50

            	 	
              (3)

            
	
              LT1-F49

            	 	
              $       1,376,919.50

            	 	
              (2)

            
	
              LT1-V49

            	 	
              $       1,376,919.50

            	 	
              (3)

            
	
              LT1-F50

            	 	
              $       1,309,799.50

            	 	
              (2)

            
	
              LT1-V50

            	 	
              $       1,309,799.50

            	 	
              (3)

            
	
              LT1-F51

            	 	
              $       1,245,949.50

            	 	
              (2)

            
	
              LT1-V51

            	 	
              $       1,245,949.50

            	 	
              (3)

            
	
              LT1-F52

            	 	
              $       1,256,661.50

            	 	
              (2)

            
	
              LT1-V52

            	 	
              $       1,256,661.50

            	 	
              (3)

            
	
              LT1-F53

            	 	
              $       1,159,991.00

            	 	
              (2)

            
	
              LT1-V53

            	 	
              $       1,159,991.00

            	 	
              (3)

            
	
              LT1-F54

            	 	
              $       1,085,272.50

            	 	
              (2)

            
	
              LT1-V54

            	 	
              $       1,085,272.50

            	 	
              (3)

            
	
              LT1-F55

            	 	
              $       1,060,589.50

            	 	
              (2)

            
	
              LT1-V55

            	 	
              $       1,060,589.50

            	 	
              (3)

            
	
              LT1-F56

            	 	
              $          968,990.50

            	 	
              (2)

            
	
              LT1-V56

            	 	
              $          968,990.50

            	 	
              (3)

            
	
              LT1-F57

            	 	
              $       5,338,109.50

            	 	
              (2)

            
	
              LT1-V57

            	 	
              $       5,338,109.50

            	 	
              (3)

            
	
              LT1-F58

            	 	
              $       6,301,978.50

            	 	
              (2)

            
	
              LT1-V58

            	 	
              $       6,301,978.50

            	 	
              (3)

            
	
              LT1-F59

            	 	
              $       7,126,759.50

            	 	
              (2)

            
	
              LT1-V59

            	 	
              $       7,126,759.50

            	 	
              (3)

            
	
              LT1-R

            	 	
              (4)

            	 	
              (4)

            


    

    


    
      	 	
              (1)

            	
              For
                any Distribution Date (and the related Accrual Period) the interest
                rate
                for the LT1-A Interest shall be a per annum rate equal to the weighted
                average of the Net Mortgage Rates of the Pool 1 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 (the “Pool 1
                REMIC Net WAC Rate”). 

            


    

     


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    
      	 	
              (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 Pool 1 REMIC 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 Pool 1 REMIC Net WAC Rate and (b) 2, over
                (ii) the
                REMIC Swap Rate for such Distribution
                Date.

            


    

     

    
      	 	
              (4)

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

            


    

     

    
      	 	
              (5)

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

            


    

     

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

     

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

     

    On
      each
      Distribution Date, the Trustee shall distribute the Prepayment Premiums related
      to Pool 1 collected during the preceding Prepayment Period and payable to the
      Class I-P Certificates, in the case of Principal Prepayments in full, or during
      the related Collection Period, in the case of Principal Prepayments in part,
      to
      the LT1-F59 and LT1-V59 Lower-Tier Interests, respectively.

     

    Middle-Tier
      REMIC IA:

     

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

     

    
      	
              Middle-Tier
                

              REMIC
                IA

              Designation

            	 	
              Middle-Tier
                

              REMIC
                IA

              Interest
                Rate

            	 	
              Initial
                Class 

              Principal
                Amount

            	 	
              Corresponding
                Class of 

              Certificate(s)
                or 

              Components

            
	
              MTIA-A1-1

            	 	
              (1)

            	 	
              (3)

            	 	
              I-A1-1,
                I-AIO

            
	
              MTIA-A1-2

            	 	
              (1)

            	 	
              (3)

            	 	
              I-A1-2,
                I-AIO

            
	
              MTIA-A2

            	 	
              (1)

            	 	
              (3)

            	 	
              I-A2,
                I-AIO

            
	
              MTIA-A3

            	 	
              (1)

            	 	
              (3)

            	 	
              I-A3,
                I-AIO

            
	
              MTIA-A4-1

            	 	
              (1)

            	 	
              (3)

            	 	
              I-A4-1,
                I-AIO

            


    

    



    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    


    
      	
              MTIA-A4-2

            	 	
              (1)

            	 	
              (3)

            	 	
              I-A4-2,
                I-AIO

            
	
              MTIA-M1

            	 	
              (1)

            	 	
              (3)

            	 	
              I-M1

            
	
              MTIA-M2

            	 	
              (1)

            	 	
              (3)

            	 	
              I-M2

            
	
              MTIA-M3

            	 	
              (1)

            	 	
              (3)

            	 	
              I-M3

            
	
              MTIA-M4

            	 	
              (1)

            	 	
              (3)

            	 	
              I-M4

            
	
              MTIA-M5

            	 	
              (1)

            	 	
              (3)

            	 	
              I-M5

            
	
              MTIA-M6

            	 	
              (1)

            	 	
              (3)

            	 	
              I-M6

            
	
              MTIA-M7

            	 	
              (1)

            	 	
              (3)

            	 	
              I-M7

            
	
              MTIA-M8

            	 	
              (1)

            	 	
              (3)

            	 	
              I-M8

            
	
              MTIA-M9

            	 	
              (1)

            	 	
              (3)

            	 	
              I-M9

            
	
              MTIA-Q

            	 	
              (1)

            	 	
              (4)

            	 	
              N/A

            
	
              MTIA-IO

            	 	
              (2)

            	 	
              (2)

            	 	
              N/A

            
	
              MTIA-R

            	 	
              (5)

            	 	
              (5)

            	 	
              R

            


    

    ___________________________

    
      	
              (1)

            	
              For
                any Distribution Date (and the related Accrual Period) the interest
                rate
                for each of these Interests in Middle-Tier REMIC IA is a per annum
                rate
                equal to the weighted average of the interest rates on the Lower-Tier
                Interests in Lower-Tier REMIC I for such Distribution Date other
                than any
                interest-only Lower-Tier Interest, provided,
                however, that
                for any Distribution Date on which the Class MTIA-IO Interest is
                entitled
                to a portion of the interest accruals on a Lower-Tier Interest in
                Lower-Tier REMIC I 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 I to a cap
                equal
                to Swap LIBOR for such Distribution Date.


            


    

     

    
      	
              (2)

            	
              The
                Class MTIA-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 MTIA-IO shall be entitled to interest
                accrued
                on the Lower-Tier Interest in Lower-Tier REMIC I listed in second
                column
                in the table below at a per annum rate equal to the excess, if any,
                of (i)
                the interest rate for such Lower-Tier Interest in Lower-Tier REMIC
                I for
                such Distribution Date over (ii) Swap LIBOR for such Distribution
                Date.

            


    

     

    
      	
              Distribution
                Dates

            	
              Lower-Tier
                REMIC 1
                Designation

            
	
              2

            	
              LT1-F1

            
	
              2-3

            	
              LT1-F2

            
	
              2-4

            	
              LT1-F3

            
	
              2-5

            	
              LT1-F4

            
	
              2-6

            	
              LT1-F5

            
	
              2-7

            	
              LT1-F6

            
	
              2-8

            	
              LT1-F7

            
	
              2-9

            	
              LT1-F8

            
	
              2-10

            	
              LT1-F9

            
	
              2-11

            	
              LT1-F10

            
	
              2-12

            	
              LT1-F11

            
	
              2-13

            	
              LT1-F12

            
	
              2-14

            	
              LT1-F13

            
	
              2-15

            	
              LT1-F14

            
	
              2-16

            	
              LT1-F15

            
	
              2-17

            	
              LT1-F16

            
	
              2-18

            	
              LT1-F17

            
	
              2-19

            	
              LT1-F18

            
	
              2-20

            	
              LT1-F19

            
	
              2-21

            	
              LT1-F20

            
	
              2-22

            	
              LT1-F21

            
	
              2-23

            	
              LT1-F22

            
	
              2-24

            	
              LT1-F23

            


    

    



    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    


    
      	
              2-25

            	
              LT1-F24

            
	
              2-26

            	
              LT1-F25

            
	
              2-27

            	
              LT1-F26

            
	
              2-28

            	
              LT1-F27

            
	
              2-29

            	
              LT1-F28

            
	
              2-30

            	
              LT1-F29

            
	
              2-31

            	
              LT1-F30

            
	
              2-32

            	
              LT1-F31

            
	
              2-33

            	
              LT1-F32

            
	
              2-34

            	
              LT1-F33

            
	
              2-35

            	
              LT1-F34

            
	
              2-36

            	
              LT1-F35

            
	
              2-37

            	
              LT1-F36

            
	
              2-38

            	
              LT1-F37

            
	
              2-39

            	
              LT1-F38

            
	
              2-40

            	
              LT1-F39

            
	
              2-41

            	
              LT1-F40

            
	
              2-42

            	
              LT1-F41

            
	
              2-43

            	
              LT1-F42

            
	
              2-44

            	
              LT1-F43

            
	
              2-45

            	
              LT1-F44

            
	
              2-46

            	
              LT1-F45

            
	
              2-47

            	
              LT1-F46

            
	
              2-48

            	
              LT1-F47

            
	
              2-49

            	
              LT1-F48

            
	
              2-50

            	
              LT1-F49

            
	
              2-51

            	
              LT1-F50

            
	
              2-52

            	
              LT1-F51

            
	
              2-53

            	
              LT1-F52

            
	
              2-54

            	
              LT1-F53

            
	
              2-55

            	
              LT1-F54

            
	
              2-56

            	
              LT1-F55

            
	
              2-57

            	
              LT1-F56

            
	
              2-58

            	
              LT1-F57

            
	
              2-59

            	
              LT1-F58

            
	
              2-60

            	
              LT1-F59

            


    

    


    
      	
              (3)

            	
              This
                interest shall have an initial principal balance equal to one-half
                of the
                initial Class Principal Amount of its Corresponding Class of Certificates
                or Components (other than any Interest-Only
                Certificates).

            


    

     

    
      	
              (4)

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

            


    

     


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    
      	
              (5)

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

            


    

     

    On
      each
      Distribution Date, interest with respect to Pool 1 shall be distributed on
      the
      Lower-Tier Interests in Middle-Tier REMIC IA based on the above-described
      interest rates, provided,
      however,
      that
      interest that accrues on the Class MTIA-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 MTIA-Q Interest. An amount equal
      to
      the interest so deferred shall be distributed as additional principal on the
      other interests in Middle-Tier REMIC IA having a principal balance in the manner
      described under priority (a) below.

     

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

     

    (a)
       First,
      to
      the Class MTIA-A1-1, MTIA-A1-2, Class MTIA-A2, Class MTIA-A3, Class MTIA-A4-1,
      MTIA-A4-2, Class MTIA-M1, Class MTIA-M2, Class MTIA-M3, Class MTIA-M4, Class
      MTIA-M5, Class MTIA-M6, Class MTIA-M7, Class MTIA-M8, and Class MTIA-M9
      Interests until the principal balance of each such interest equals one-half
      of
      the Class Principal Amount of the Corresponding Class of Certificates or
      Components (other than any Interest-Only Certificates) immediately after such
      Distribution Date; and

     

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

     

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

     

    Middle-Tier
      REMIC IB:

     

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

     

    
      	
              Middle-Tier
                

              REMIC
                IB

              Designation

            	 	
              Middle-Tier
                

              REMIC
                IB

              Interest
                Rate

            	 	
              Initial
                Class 

              Principal
                Amount

            	 	
              Corresponding
                Class of 

              Certificate(s)
                or 

              Components

            
	
              MTIB-A1-1

            	 	
              (2)

            	 	
              (8)

            	 	
              I-A1-1,
                I-AIO

            
	
              MTIB-A1-2

            	 	
              (3)

            	 	
              (8)

            	 	
              I-A1-2,
                I-AIO

            
	
              MTIB-A2

            	 	
              (4)

            	 	
              (8)

            	 	
              I-A2,
                I-AIO

            
	
              MTIB-A3

            	 	
              (5)

            	 	
              (8)

            	 	
              I-A3,
                I-AIO

            
	
              MTIB-A4-1

            	 	
              (6)

            	 	
              (8)

            	 	
              I-A4-1,
                I-AIO

            
	
              MTIB-A4-2

            	 	
              (7)

            	 	
              (8)

            	 	
              I-A4-2,
                I-AIO

            
	
              MTIB-M1

            	 	
              (1)

            	 	
              (8)

            	 	
              I-M1

            
	
              MTIB-M2

            	 	
              (1)

            	 	
              (8)

            	 	
              I-M2

            
	
              MTIB-M3

            	 	
              (1)

            	 	
              (8)

            	 	
              I-M3

            


    

    



    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    


    
      	
              MTIB-M4

            	 	
              (1)

            	 	
              (8)

            	 	
              I-M4

            
	
              MTIB-M5

            	 	
              (1)

            	 	
              (8)

            	 	
              I-M5

            
	
              MTIB-M6

            	 	
              (1)

            	 	
              (8)

            	 	
              I-M6

            
	
              MTIB-M7

            	 	
              (1)

            	 	
              (8)

            	 	
              I-M7

            
	
              MTIB-M8

            	 	
              (1)

            	 	
              (8)

            	 	
              I-M8

            
	
              MTIB-M9

            	 	
              (1)

            	 	
              (8)

            	 	
              I-M9

            
	
              MTIB-X

            	 	
              (10)

            	 	
              (10)

            	 	
              I-X

            
	
              MTIB-R

            	 	
              (9)

            	 	
              (9)

            	 	
              N/A

            


    

    ________________

    
      	
              (1)

            	
              The
                interest rate with respect to any Distribution Date (and the related
                Accrual Period) for each of these Middle-Tier Interests in Middle-Tier
                REMIC IB is a per annum rate equal to the interest rate of its
                Corresponding Class of Certificates or Components, determined by
                substituting the Pool 1 REMIC Net Funds Cap for the applicable Net
                Funds
                Cap.

            


    

    


    
      	
              (2)

            	
              The
                interest rate with respect to any Distribution Date (and the related
                Accrual Period) for this Middle-Tier Interest in Middle-Tier REMIC
                IB is a
                per annum rate equal to the lesser of (i) LIBOR plus a margin of
                0.120%
                (or a margin of 0.240% after the related Initial Termination Date),
                subject to a floor of 6.370% (6.240%, after the related Initial
                Termination Date) and (ii) the Pool 1 REMIC Net Funds
                Cap.

            


    

    


    
      	
              (3)

            	
              The
                interest rate with respect to any Distribution Date (and the related
                Accrual Period) for this Middle-Tier Interest in Middle-Tier REMIC
                IB is a
                per annum rate equal to the lesser of (i) LIBOR plus a margin of
                0.099%
                (or a margin of 0.180% after the related Initial Termination Date),
                subject to a floor of 6.349% (6.180%, after the related Initial
                Termination Date) and (ii) the Pool 1 REMIC Net Funds
                Cap.

            


    

    


    
      	
              (4)

            	
              The
                interest rate with respect to any Distribution Date (and the related
                Accrual Period) for this Middle-Tier Interest in Middle-Tier REMIC
                IB is a
                per annum rate equal to the lesser of (i) LIBOR plus a margin of
                0.220%
                (or a margin of 0.440% after the related Initial Termination Date),
                subject to a floor of 6.470% (6.440%, after the related Initial
                Termination Date) and (ii) the Pool 1 REMIC Net Funds
                Cap.

            


    

    


    
      	
              (5)

            	
              The
                interest rate with respect to any Distribution Date (and the related
                Accrual Period) for this Middle-Tier Interest in Middle-Tier REMIC
                IB is a
                per annum rate equal to the lesser of (i) LIBOR plus a margin of
                0.280%
                (or a margin of 0.560% after the related Initial Termination Date),
                subject to a floor of 6.530% (6.560%, after the related Initial
                Termination Date) and (ii) the Pool 1 REMIC Net Funds
                Cap.

            


    

    


    
      	
              (6)

            	
              The
                interest rate with respect to any Distribution Date (and the related
                Accrual Period) for this Middle-Tier Interest in Middle-Tier REMIC
                IB is a
                per annum rate equal to the lesser of (i) LIBOR plus a margin of
                0.200%
                (or a margin of 0.400% after the related Initial Termination Date),
                subject to a floor of 6.450% (6.400%, after the related Initial
                Termination Date) and (ii) the Pool 1 REMIC Net Funds
                Cap.

            


    

    


    
      	
              (7)

            	
              The
                interest rate with respect to any Distribution Date (and the related
                Accrual Period) for this Middle-Tier Interest in Middle-Tier REMIC
                IB is a
                per annum rate equal to the lesser of (i) LIBOR plus a margin of
                0.320%
                (or a margin of 0.640% after the related Initial Termination Date),
                subject to a floor of 6.570% (6.640%, after the related Initial
                Termination Date) and (ii) the Pool 1 REMIC Net Funds
                Cap.

            


    

    


    
      	
              (8)

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

            


    

    


    
      	
              (9)

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

            


    

    


    
      	
              (10)

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

            


    

     


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    On
      each
      Distribution Date, interest with respect to Pool 1 shall be distributed on
      the
      Lower-Tier Interests in Middle-Tier REMIC IB based on the above-described
      interest rates. 

     

    On
      each
      Distribution Date principal with respect to Pool 1 shall be distributed to
      each
      Middle-Tier Interest in Middle-Tier REMIC IB (other than the Class MTIB-X and
      Class MTIB-R Interests) until the principal balance of each such interest equals
      the Class Principal Amount of the Corresponding Class of Certificates
      immediately after such Distribution Date. Realized Losses shall be allocated
      among the interests in Middle-Tier REMIC IB in the same manner as principal
      is
      allocated. 

     

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

     

    Pooling
      REMIC II

     

    Pooling
      REMIC II shall issue one uncertificated interest in respect of each Pool 2
      Mortgage Loan held by the Trust on the Closing Date, each of which is hereby
      designated as a regular interest in Pooling REMIC II (the “Pooling REMIC II
      Regular Interests”). Pooling REMIC II shall also issue the Class II-LT-R
      Certificate, which shall represent the sole class of residual interest in
      Pooling REMIC II. Each Pooling REMIC II 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 Qualified Substitute
      Mortgage Loan is substituted for such Mortgage Loan (the “Original Mortgage
      Loan”), no amount of interest payable on such Qualified Mortgage Loan shall be
      distributed on such Pooling REMIC II Regular Interest at a rate in excess of
      the
      Net Mortgage Rate of the Original Mortgage Loan.

     

    On
      each
      Distribution Date, the Trustee shall first pay or charge as an expense of
      Pooling REMIC II all expenses of the Trust Fund related to Pool 2 that are
      deducted in computing the Interest Remittance Amount for such Distribution
      Date.

     

    On
      each
      Distribution Date the Trustee shall distribute the Interest Remittance Amount
      for Pool 2 with respect to each of the Lower-Tier Interests in Pooling REMIC
      II
      based on the above-described interest rates.

     

    On
      each
      Distribution Date, the Trustee shall distribute the Principal Remittance Amount
      for Pool 2 among the Pooling REMIC II Regular Interests in accordance with
      the
      amount of the Principal Remittance Amount attributable to the Mortgage Loan
      corresponding to each such Pooling REMIC II Regular Interest. All losses on
      the
      Mortgage Loans shall be allocated among the Pooling REMIC II Regular Interest
      in
      the same manner that principal distributions are allocated.

     


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    On
      each
      Distribution Date, the Trustee shall distribute the Prepayment Premiums related
      to Pool 2 collected during the preceding Prepayment Period and payable to the
      Class II-P Certificates, in the case of Principal Prepayments in full, or during
      the related Collection Period, in the case of Principal Prepayments in part,
      to
      the Pooling REMIC II Regular Interest corresponding to the Mortgage Loan with
      respect to which such amounts were received.

     

    Lower-Tier
      REMIC II

     

    The
      following table sets forth (or describes) the designation, interest rate, and
      initial principal balance of each Lower-Tier Interest in Lower-Tier REMIC II,
      each of which, other than the LT2-R Lower Tier Interest) is hereby designated
      as
      a regular interest in Lower-Tier REMIC II (the “Lower-Tier REMIC II Regular
      Interests”).

     

    
      	
               

              Designation

            	 	
              Interest
                Rate

            	 	
              Initial
                

              Principal
                Amount

            	 	
              Corresponding
                Class 

              of
                Certificates 

            
	
              LT2-II-A1

            	 	
              (1)

            	 	
              (2)

            	 	
              II-A1,
                II-AIO

            
	
              LT2-II-A2

            	 	
              (1)

            	 	
              (2)

            	 	
              II-A2

            
	
              LT2-II-A3

            	 	
              (1)

            	 	
              (2)

            	 	
              II-A3,
                II-AIO

            
	
              LT2-II-A4

            	 	
              (1)

            	 	
              (2)

            	 	
              II-A4,
                II-AIO

            
	
              LT2-II-M1

            	 	
              (1)

            	 	
              (2)

            	 	
              II-M1

            
	
              LT2-II-M2

            	 	
              (1)

            	 	
              (2)

            	 	
              II-M2

            
	
              LT2-II-M3

            	 	
              (1)

            	 	
              (2)

            	 	
              II-M3

            
	
              LT2-II-M4

            	 	
              (1)

            	 	
              (2)

            	 	
              II-M4

            
	
              LT2-II-M5

            	 	
              (1)

            	 	
              (2)

            	 	
              II-M5

            
	
              LT2-II-M6

            	 	
              (1)

            	 	
              (2)

            	 	
              II-M6

            
	
              LT2-II-M7

            	 	
              (1)

            	 	
              (2)

            	 	
              II-M7

            
	
              LT2-II-M8

            	 	
              (1)

            	 	
              (2)

            	 	
              II-M8

            
	
              LT2-II-M9

            	 	
              (1)

            	 	
              (2)

            	 	
              II-M9

            
	
              LT2-Q

            	 	
              (1)

            	 	
              (3)

            	 	
              N/A

            
	
              LT2-R

            	 	
              (4)

            	 	
              (4)

            	 	
              N/A

            


    

    ________________

    
      	
              (1)

            	
              The
                interest rate with respect to any Distribution Date (and the related
                Accrual Period) for each of these Lower-Tier Interests in Lower-Tier
                REMIC
                II is a per annum rate equal to the Pool 2 Net
                WAC.

            


    

    


    
      	
              (2)

            	
              This
                interest shall have an initial principal balance equal to one-half
                of the
                initial Class Principal Amount of its Corresponding Class of Certificates
                (other than any Interest-Only
                Certificates).

            


    

    


    
      	
              (3)

            	
              This
                interest shall have an initial principal balance equal to the excess
                of
                (i) the aggregate Pool Balance for Pool 2 as of the Cut-off Date, over
                (ii) the aggregate initial class principal amount of each other regular
                interest in Lower-Tier REMIC II.

            


    

     

    
      	
              (4)

            	
              The
                LT2-R Interest is the sole Class of residual interest in Lower-Tier
                REMIC
                II. It does not have an interest rate or a principal balance.
                

            


    

    


    On
      each
      Distribution Date, the Trustee shall distribute the interest received from
      Pooling REMIC II in respect of the Lower-Tier Interests in Lower-Tier REMIC
      II
      based on the above-described interest rates; provided,
      however,
      that
      interest that accrues on the LT2-Q Interest shall be deferred to the extent
      necessary to make the principal distributions described in paragraph 1 below
      for
      such Distribution Date on the other classes of Lower-Tier Interests. Any
      interest so deferred shall itself bear interest at the interest rate for the
      LT2-Q Interest. 

     


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    On
      each
      Distribution Date, the Trustee shall distribute the principal received from
      Pooling REMIC II (together with an amount equal to the interest deferred on
      the
      LT2-Q Interest for such Distribution Date) in the following order of
      priority:

     

    
      	 	
              1.

            	
              First,
                to the Class LT2-II-A1, Class LT2-II-A2, Class LT2-II-A3, Class LT2-II-A4,
                Class LT2-II-M1, Class LT2-II-M2, Class LT2-II-M3, Class LT2-II-M4,
                Class
                LT2-II-M5, Class LT2-II-M6, Class LT2-II-M7, Class LT2-II-M8, and
                Class
                LT2-II-M9 until the principal balance of each such interest equals
                50% of
                the Class Principal Amount of the Corresponding Class of Certificates
                (other than any Interest-Only Certificates) immediately after such
                Distribution Date;

            


    

     

    
      	 	
              2.

            	
              Finally,
                to the LT2-Q Interest, any remaining
                amounts.

            


    

     

    For
      any
      Distribution Date, after all distributions have been made, Realized Losses
      for
      Pool 2 shall be allocated among the interests in Lower-Tier REMIC II in the
      order of priority in which principal is distributed to such interests.


     

    On
      each Distribution Date, the Trustee shall distribute the Prepayment Premiums
      related to Pool 2 collected during the preceding Prepayment Period and payable
      to the Class II-P Certificates to the class LT2-Q interest.

     

    Middle-Tier
      REMIC II:

     

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

     

    
      	
              Middle-Tier
                

              REMIC
                II

              Designation

            	 	
              Middle-Tier
                

              REMIC
                II

              Interest
                Rate

            	 	
              Initial
                Class 

              Principal
                Amount

            	 	
              Corresponding
                Class of 

              Certificate(s)
                or 

              Components

            
	
              MT2-II-A1

            	 	
              (5)

            	 	
              (2)

            	 	
              II-A1,
                II-AIO

            
	
              MT2-II-A2

            	 	
              (1)

            	 	
              (2)

            	 	
              II-A2

            
	
              MT2-II-A3

            	 	
              (6)

            	 	
              (2)

            	 	
              II-A3,
                II-AIO

            
	
              MT2-II-A4

            	 	
              (7)

            	 	
              (2)

            	 	
              II-A4,
                II-AIO

            
	
              MT2-II-M1

            	 	
              (1)

            	 	
              (2)

            	 	
              II-M1

            
	
              MT2-II-M2

            	 	
              (1)

            	 	
              (2)

            	 	
              II-M2

            
	
              MT2-II-M3

            	 	
              (1)

            	 	
              (2)

            	 	
              II-M3

            
	
              MT2-II-M4

            	 	
              (1)

            	 	
              (2)

            	 	
              II-M4

            
	
              MT2-II-M5

            	 	
              (1)

            	 	
              (2)

            	 	
              II-M5

            
	
              MT2-II-M6

            	 	
              (1)

            	 	
              (2)

            	 	
              II-M6

            
	
              MT2-II-M7

            	 	
              (1)

            	 	
              (2)

            	 	
              II-M7

            
	
              MT2-II-M8

            	 	
              (1)

            	 	
              (2)

            	 	
              II-M8

            
	
              MT2-II-M9

            	 	
              (1)

            	 	
              (2)

            	 	
              II-M9

            


    

    



    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    


    


    
      	
              MT2-X

            	 	
              (4)

            	 	
              (4)

            	 	
              II-X

            
	
              MT2-R

            	 	
              (3)

            	 	
              (3)

            	 	
              II-R

            
	
              MT2-BG
                Fee

            	 	
              0.16%

            	 	
              (8)

            	 	
              N/A

            


    

    ________________

    
      	
              (1)

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

            


    

    


    
      	
              (2)

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

            


    

    


    
      	
              (3)

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

            


    

    


    
      	
              (4)

            	
              This
                interest shall have an initial principal balance equal to the amount
                of
                the initial overcollateralization for Group 2, but shall not accrue
                interest on that balance. This interest shall also comprise a notional
                component, which represents a regular interest in Middle-Tier REMIC
                II.
                Such component has a notional balance that will at all times equal
                the
                aggregate of the outstanding principal amounts of the Lower-Tier
                Interests
                in Lower-Tier REMIC II, and, for each Distribution Date (and the
                related
                Accrual Period) this notional component shall bear interest at a
                per annum
                rate equal to the excess, if any, of (i) the Pool 2 REMIC Net Funds
                Cap
                (other than any interest-only regular interest) , over (ii) the Adjusted
                Lower-Tier REMIC II WAC. 

            


    

    


    
      	
              (5)

            	
              The
                interest rate with respect to any Distribution Date (and the related
                Accrual Period) for this Middle-Tier Interest in Middle-Tier REMIC
                II is a
                per annum rate equal to the lesser of (i) LIBOR plus a margin of
                0.160%
                (or a margin of 0.320% after the related Initial Termination Date),
                subject to a floor of 7.160% (7.320%, after the related Initial
                Termination Date) and (ii) the Pool 2 REMIC Net Funds
                Cap.

            


    

    


    
      	
              (6)

            	
              The
                interest rate with respect to any Distribution Date (and the related
                Accrual Period) for this Middle-Tier Interest in Middle-Tier REMIC
                II is a
                per annum rate equal to the lesser of (i) LIBOR plus a margin of
                0.300%
                (or a margin of 0.600% after the related Initial Termination Date),
                subject to a floor of 7.300% (7.600%, after the related Initial
                Termination Date) and (ii) the Pool 2 REMIC Net Funds
                Cap.

            


    

    


    
      	
              (7)

            	
              The
                interest rate with respect to any Distribution Date (and the related
                Accrual Period) for this Middle-Tier Interest in Middle-Tier REMIC
                II is a
                per annum rate equal to the lesser of (i) LIBOR plus a margin of
                0.450%
                (or a margin of 0.900% after the related Initial Termination Date),
                subject to a floor of 7.450% (7.900%, after the related Initial
                Termination Date) and (ii) the Pool 2 REMIC Net Funds
                Cap.

            


    

    


    
      	
              (8)

            	
              This
                interest shall be an interest-only interest and shall be entitled
                to
                receive interest accrued on a notional amount equal to the class
                principal
                balance of the Class LT2-II-A1
                Interest.

            


    

    


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

     

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

     


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    


    On
      each
      Distribution Date, the Trustee shall be deemed to have distributed the
      Prepayment Premiums passed through with respect to the LT2-Q Lower-Tier
      Interests in Lower-Tier REMIC II on such Distribution Date to the Class MT2-X
      Interest.

     

    The
      Certificates

     

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

    

      
        	
                Class
                  Designation

              	 	
                Interest
                  Rate

              	 	
                Initial
                  Class

                Principal
                  Amount

                or
                  Class Notional 

                Amount
                  ($)

              	 	
                Minimum
                  

                Denominations

              	 	
                Related
                  

                Upper-Tier
                  

                REMIC

              
	
                 

              	 	
                 

              	 	
                 

              	 	
                 

              	 	 
	
                I-AIO

              	 	
                (1)

              	 	
                (2)

              	 	
                $1,000,000

              	 	
                REMIC
                  I

              
	
                I-A1-1

              	 	
                (3)

              	 	 	 	
                $25,000

              	 	
                REMIC
                  I

              
	
                I-A1-2

              	 	
                (4)

              	 	 	 	
                $25,000

              	 	
                REMIC
                  I

              
	
                I-A2

              	 	
                (5)

              	 	 	 	
                $25,000

              	 	
                REMIC
                  I

              
	
                I-A3

              	 	
                (6)

              	 	 	 	
                $25,000

              	 	
                REMIC
                  I

              
	
                I-A4-1

              	 	
                (7)

              	 	 	 	
                $25,000

              	 	
                REMIC
                  I

              
	
                I-A4-2

              	 	
                (8)

              	 	 	 	
                $25,000

              	 	
                REMIC
                  I

              
	
                I-M1

              	 	
                (9)

              	 	 	 	
                $100,000

              	 	
                REMIC
                  I

              
	
                I-M2

              	 	
                (10)

              	 	 	 	
                $100,000

              	 	
                REMIC
                  I

              
	
                I-M3

              	 	
                (11)

              	 	 	 	
                $100,000

              	 	
                REMIC
                  I

              
	
                I-M4

              	 	
                (12)

              	 	 	 	
                $100,000

              	 	
                REMIC
                  I

              
	
                I-M5

              	 	
                (13)

              	 	 	 	
                $100,000

              	 	
                REMIC
                  I

              
	
                I-M6

              	 	
                (14)

              	 	 	 	
                $100,000

              	 	
                REMIC
                  I

              
	
                I-M7

              	 	
                (15)

              	 	 	 	
                $100,000

              	 	
                REMIC
                  I

              
	
                I-M8

              	 	
                (16)

              	 	 	 	
                $100,000

              	 	
                REMIC
                  I

              
	
                I-M9

              	 	
                (17)

              	 	 	 	
                $1,000,000

              	 	
                REMIC
                  I

              
	
                II-AIO

              	 	
                (19)

              	 	
                (19)

              	 	
                $1,000,000

              	 	
                REMIC
                  II

              
	
                II-A1

              	 	
                (20)

              	 	 	 	
                $25,000

              	 	
                REMIC
                  II

              
	
                II-A2

              	 	
                (21)

              	 	 	 	
                $25,000

              	 	
                REMIC
                  II

              
	
                II-A3

              	 	
                (22)

              	 	 	 	
                $25,000

              	 	
                REMIC
                  II

              
	
                II-A4

              	 	
                (23)

              	 	 	 	
                $25,000

              	 	
                REMIC
                  II

              
	
                II-M1

              	 	
                (24)

              	 	 	 	
                $100,000

              	 	
                REMIC
                  II

              
	
                II-M2

              	 	
                (25)

              	 	 	 	
                $100,000

              	 	
                REMIC
                  II

              
	
                II-M3

              	 	
                (26)

              	 	 	 	
                $100,000

              	 	
                REMIC
                  II

              
	
                II-M4

              	 	
                (27)

              	 	 	 	
                $100,000

              	 	
                REMIC
                  II

              
	
                II-M5

              	 	
                (28)

              	 	 	 	
                $100,000

              	 	
                REMIC
                  II

              
	
                II-M6

              	 	
                (29)

              	 	 	 	
                $100,000

              	 	
                REMIC
                  II

              
	
                II-M7

              	 	
                (30)

              	 	 	 	
                $100,000

              	 	
                REMIC
                  II

              
	
                II-M8

              	 	
                (31)

              	 	 	 	
                $100,000

              	 	
                REMIC
                  II

              
	
                II-M9

              	 	
                (32)

              	 	 	 	
                $100,000

              	 	
                REMIC
                  II

              
	
                Class
                  I-P

              	 	
                (33)

              	 	
                (33)

              	 	
                (41)

              	 	
                REMIC
                  II

              
	
                Class
                  II-P

              	 	
                (34)

              	 	
                (34)

              	 	
                (41)

              	 	
                REMIC
                  II

              


      

    

    



    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    

      
        	
                Class
                  Designation

              	 	
                Interest
                  Rate

              	 	
                Initial
                  Class

                Principal
                  Amount

                or
                  Class Notional 

                Amount
                  ($)

              	 	
                Minimum
                  

                Denominations

              	 	
                Related
                  

                Upper-Tier
                  

                REMIC

              
	
                Class
                  I-X

              	 	
                (35)

              	 	
                (35)

              	 	
                (41)

              	 	
                REMIC
                  II

              
	
                Class
                  II-X

              	 	
                (36)

              	 	
                (36)

              	 	
                (41)

              	 	
                REMIC
                  II

              
	
                Class
                  I-LT-R

              	 	
                (37)

              	 	
                (37)

              	 	
                (41)

              	 	
                REMIC
                  II

              
	
                Class
                  II-LT-R

              	 	
                (38)

              	 	
                (38)

              	 	
                (41)

              	 	
                REMIC
                  II

              
	
                Class
                  I-R

              	 	
                (39)

              	 	
                (39)

              	 	
                (41)

              	 	
                REMIC
                  II

              
	
                Class
                  II-R

              	 	
                (40)

              	 	
                (40)

              	 	
                (41)

              	 	
                REMIC
                  II

              


      

    

    ________________

    
      	
              (1)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class I-AIO Certificates is the per
                annum
                rate equal to the lesser of (i) 6.250% minus LIBOR and (ii) the excess
                of
                the Pool 1 Net Funds Cap for such Distribution Date over the Pool
                1 Senior
                Weighted Average Interest Rate, subject to a minimum Certificate
                Interest
                Rate of 0.000%; provided,
                that if the Mortgage Loans in Pool 1 and related property are not
                purchased pursuant to Section 7.01(b) on the Pool 1 Initial Optional
                Termination Date, then with respect to each subsequent Distribution
                Date
                the per annum rate calculated pursuant to clause (i) above with respect
                to
                the Class I-AIO Certificates will be 6.000% minus LIBOR. For
                purposes of the REMIC Provisions, the REMIC regular interest evidenced
                by
                the Class I-AIO Certificates shall bear interest at a per annum rate
                equal
                to the excess if any of (x) the lesser of 6.250% (6.000% after the
                Pool 1
                Initial Optional Termination Date) and the Pool 1 REMIC Net Funds
                Cap over
                (y) LIBOR. On any Distribution Date on which the Certificate Interest
                Rate
                for the Class I-AIO Certificates exceeds the interest rate of its
                corresponding REMIC regular interest, interest accruals based on
                such
                excess shall be treated as having been paid from the Pool 1 Basis
                Risk
                Reserve Fund or the Supplemental Interest Trust, as applicable; on
                any
                Distribution Date on which the Certificate Interest Rate on the Class
                I-AIO Certificates is less than the interest rate of its corresponding
                REMIC regular interest, the amount of interest that accrued on such
                REMIC
                regular interest in excess of the amount of interest accrued on the
                Class
                I-AIO Certificates shall be treated as having been paid by the Class
                I-AIO
                Certificateholders to the Supplemental Interest Trust, all pursuant
                to and
                as further provided in Section 10.01(n)
                hereof.

            


    

     

    
      	
              (2)

            	
              For
                any Distribution Date, the Class I-AIO Certificates have a Class
                Notional
                Amount equal to the aggregate Class Principal Balance of the Class
                I-A1-1,
                Class I-A1-2, Class I-A2, Class I-A3, Class I-A4-1 and Class I-A4-2
                Certificates immediately prior to the related Distribution Date.
                The
                initial Class Notional Amount for the Class I-AIO Certificates for
                the
                first Distribution Date will equal $657,339,000. For any Distribution
                Date
                after the Distribution Date in March 2012, the Class I-AIO Certificates
                will have a Class Notional Amount equal to zero and thereafter the
                Class
                I-AIO Certificates will no longer receive distributions of any
                kind.

            


    

     

    
      	
              (3)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class I-A1-1 Certificates is the
                per annum
                rate equal to the lesser of (i) LIBOR plus 0.120% and (ii) the Pool 1
                Net Funds Cap for such Distribution Date;
                provided,
                that if the Mortgage Loans in Pool 1 and related property are not
                purchased pursuant to Section 7.01(b) on the Pool 1 Initial Optional
                Termination Date, then with respect to each subsequent Distribution
                Date
                the per annum rate calculated pursuant to clause (i) above with respect
                to
                the Class I-A1-1 Certificates will be LIBOR plus 0.240%. For purposes
                of
                the REMIC Provisions, the reference to “Pool 1 Net Funds Cap” in clause
                (ii) of the preceding sentence shall be deemed to be a reference
                to the
                “Pool 1 REMIC Net Funds Cap.” For any Distribution Date on which the
                Certificate Interest Rate for the Class I-A1-1 Certificates is based
                on
                the Pool 1 Net Funds Cap, the amount of interest that would have
                been
                payable on such Certificates if the Pool 1 REMIC Net Funds Cap were
                substituted for the Pool 1 Net Funds Cap over the amount actually
                payable
                thereon shall be treated as having been paid to the owners of the
                Class
                I-A1-1 Certificates and then deposited by such owners into the
                Supplemental Interest Trust pursuant to Section 10.01(n)
                hereof.

            


    

     

    
      	
              (4)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class I-A1-2 Certificates is the
                per annum
                rate equal to the lesser of (i) LIBOR plus 0.090% and (ii)  the Pool
                1 Net Funds Cap for such Distribution Date;
                provided,
                that if the Mortgage Loans in Pool 1 and related property are not
                purchased pursuant to Section 7.01(b) on the Pool 1 Initial Optional
                Termination Date, then with respect to each subsequent Distribution
                Date
                the per annum rate calculated pursuant to clause (i) above with respect
                to
                the Class I-A1-2 Certificates will be LIBOR plus 0.180%. For purposes
                of
                the REMIC Provisions, the reference to “Pool 1 Net Funds Cap” in clause
                (ii) of the preceding sentence shall be deemed to be a reference
                to the
                “Pool 1 REMIC Net Funds Cap.” For any Distribution Date on which the
                Certificate Interest Rate for the Class I-A1-2 Certificates is based
                on
                the Pool 1 Net Funds Cap, the amount of interest that would have
                been
                payable on such Certificates if the Pool 1 REMIC Net Funds Cap were
                substituted for the Pool 1 Net Funds Cap over the amount actually
                payable
                thereon shall be treated as having been paid to the owners of the
                Class
                I-A1-2 Certificates and then deposited by such owners into the
                Supplemental Interest Trust pursuant to Section 10.01(n)
                hereof.

            


    

     


    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    


    
      	
              (5)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class I-A2 Certificates is the per
                annum
                rate equal to the lesser of (i) LIBOR plus 0.220% and (ii) the Pool 1
                Net Funds Cap for such Distribution Date;
                provided,
                that if the Mortgage Loans in Pool 1 and related property are not
                purchased pursuant to Section 7.01(b) on the Pool 1 Initial Optional
                Termination Date, then with respect to each subsequent Distribution
                Date
                the per annum rate calculated pursuant to clause (i) above with respect
                to
                the Class I-A2 Certificates will be LIBOR plus 0.440%. For purposes
                of the
                REMIC Provisions, the reference to “Pool 1 Net Funds Cap” in clause (ii)
                of the preceding sentence shall be deemed to be a reference to the
“Pool 1
                REMIC Net Funds Cap.” For any Distribution Date on which the Certificate
                Interest Rate for the Class I-A2 Certificates is based on the Pool
                1 Net
                Funds Cap, the amount of interest that would have been payable on
                such
                Certificates if the Pool 1 REMIC Net Funds Cap were substituted for
                the
                Pool 1 Net Funds Cap over the amount actually payable thereon shall
                be
                treated as having been paid to the owners of the Class I-A2 Certificates
                and then deposited by such owners into the Supplemental Interest
                Trust
                pursuant to Section 10.01(n) hereof.


            


    

     

    
      	
              (6)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class I-A3 Certificates is the per
                annum
                rate equal to the lesser of (i) LIBOR plus 0.280% and (ii) the Pool
                1 Net
                Funds Cap for such Distribution Date;
                provided,
                that if the Mortgage Loans in Pool 1 and related property are not
                purchased pursuant to Section 7.01(b) on the Pool 1 Initial Optional
                Termination Date, then with respect to each subsequent Distribution
                Date
                the per annum rate calculated pursuant to clause (i) above with respect
                to
                the Class I-A3 Certificates will be LIBOR plus 0.560%. For purposes
                of the
                REMIC Provisions, the reference to “Pool 1 Net Funds Cap” in clause (ii)
                of the preceding sentence shall be deemed to be a reference to the
“Pool 1
                REMIC Net Funds Cap.” For any Distribution Date on which the Certificate
                Interest Rate for the Class I-A3 Certificates is based on the Pool
                1 Net
                Funds Cap, the amount of interest that would have been payable on
                such
                Certificates if the Pool 1 REMIC Net Funds Cap were substituted for
                the
                Pool 1 Net Funds Cap over the amount actually payable thereon shall
                be
                treated as having been paid to the owners of the Class I-A3 Certificates
                and then deposited by such owners into the Supplemental Interest
                Trust
                pursuant to Section 10.01(n) hereof.


            


    

     

    
      	
              (7)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class I-A4-1 Certificates is the
                per annum
                rate equal to the lesser of (i) LIBOR plus 0.200% and (ii) the Pool
                1 Net
                Funds Cap for such Distribution Date;
                provided,
                that if the Mortgage Loans in Pool 1 and related property are not
                purchased pursuant to Section 7.01(b) on the Pool 1 Initial Optional
                Termination Date, then with respect to each subsequent Distribution
                Date
                the per annum rate calculated pursuant to clause (i) above with respect
                to
                the Class I-A4-1 Certificates will be LIBOR plus 0.400%. For purposes
                of
                the REMIC Provisions, the reference to “Pool 1 Net Funds Cap” in clause
                (ii) of the preceding sentence shall be deemed to be a reference
                to the
                “Pool 1 REMIC Net Funds Cap.” For any Distribution Date on which the
                Certificate Interest Rate for the Class I-A4-1 Certificates is based
                on
                the Pool 1 Net Funds Cap, the amount of interest that would have
                been
                payable on such Certificates if the Pool 1 REMIC Net Funds Cap were
                substituted for the Pool 1 Net Funds Cap over the amount actually
                payable
                thereon shall be treated as having been paid to the owners of the
                Class
                I-A4-1 Certificates and then deposited by such owners into the
                Supplemental Interest Trust pursuant to Section 10.01(n) hereof.
                

            


    

     

    
      	
              (8)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class I-A4-2 Certificates is the
                per annum
                rate equal to the lesser of (i) LIBOR plus 0.320% and (ii) the Pool
                1 Net
                Funds Cap for such Distribution Date;
                provided,
                that if the Mortgage Loans in Pool 1 and related property are not
                purchased pursuant to Section 7.01(b) on the Pool 1 Initial Optional
                Termination Date, then with respect to each subsequent Distribution
                Date
                the per annum rate calculated pursuant to clause (i) above with respect
                to
                the Class I-A4-2 Certificates will be LIBOR plus 0.640%. For purposes
                of
                the REMIC Provisions, the reference to “Pool 1 Net Funds Cap” in clause
                (ii) of the preceding sentence shall be deemed to be a reference
                to the
                “Pool 1 REMIC Net Funds Cap.” For any Distribution Date on which the
                Certificate Interest Rate for the Class I-A4-2 Certificates is based
                on
                the Pool 1 Net Funds Cap, the amount of interest that would have
                been
                payable on such Certificates if the Pool 1 REMIC Net Funds Cap were
                substituted for the Pool 1 Net Funds Cap over the amount actually
                payable
                thereon shall be treated as having been paid to the owners of the
                Class
                I-A4-2 Certificates and then deposited by such owners into the
                Supplemental Interest Trust pursuant to Section 10.01(n) hereof.
                

            


    

     


    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    


    
      	
              (9)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class I-M1 Certificates is the per
                annum
                rate equal to the lesser of (i) LIBOR plus 0.450% and (ii) the Pool
                1 Net
                Funds Cap for such Distribution Date;
                provided,
                that if the Mortgage Loans in Pool 1 and related property are not
                purchased pursuant to Section 7.01(b) on the Pool 1 Initial Optional
                Termination Date, then with respect to each subsequent Distribution
                Date
                the per annum rate calculated pursuant to clause (i) above with respect
                to
                the Class I-M1 Certificates will be LIBOR plus 0.675%. For purposes
                of the
                REMIC Provisions, the reference to “Pool 1 Net Funds Cap” in clause (ii)
                of the preceding sentence shall be deemed to be a reference to the
“Pool 1
                REMIC Net Funds Cap.” For any Distribution Date on which the Certificate
                Interest Rate for the Class I-M1 Certificates is based on the Pool
                1 Net
                Funds Cap, the amount of interest that would have been payable on
                such
                Certificates if the Pool 1 REMIC Net Funds Cap were substituted for the
                Pool 1 Net Funds Cap over the amount actually payable thereon shall
                be
                treated as having been paid to the owners of the Class I-M1 Certificates
                and then deposited by such owners into the Supplemental Interest
                Trust
                pursuant to Section 10.01(n) hereof.


            


    

     

    
      	
              (10)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class I-M2 Certificates is the per
                annum
                rate equal to the lesser of (i) LIBOR plus 0.550% and (ii) the Pool
                1 Net
                Funds Cap for such Distribution Date;
                provided,
                that if the Mortgage Loans in Pool 1 and related property are not
                purchased pursuant to Section 7.01(b) on the Pool 1 Initial Optional
                Termination Date, then with respect to each subsequent Distribution
                Date
                the per annum rate calculated pursuant to clause (i) above with respect
                to
                the Class I-M2 Certificates will be LIBOR plus 0.825%. For purposes
                of the
                REMIC Provisions, the reference to “Pool 1 Net Funds Cap” in clause (ii)
                of the preceding sentence shall be deemed to be a reference to the
“Pool 1
                REMIC Net Funds Cap.” For any Distribution Date on which the Certificate
                Interest Rate for the Class I-M2 Certificates is based on the Pool
                1 Net
                Funds Cap, the amount of interest that would have been payable on
                such
                Certificates if the Pool 1 REMIC Net Funds Cap were substituted for
                the
                Pool 1 Net Funds Cap over the amount actually payable thereon shall
                be
                treated as having been paid to the owners of the Class I-M2 Certificates
                and then deposited by such owners into the Supplemental Interest
                Trust
                pursuant to Section 10.01(n) hereof.


            


    

     

    
      	
              (11)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class I-M3 Certificates is the per
                annum
                rate equal to the lesser of (i) LIBOR plus 0.750% and (ii) the Pool
                1 Net
                Funds Cap for such Distribution Date;
                provided,
                that if the Mortgage Loans in Pool 1 and related property are not
                purchased pursuant to Section 7.01(b) on the Pool 1 Initial Optional
                Termination Date, then with respect to each subsequent Distribution
                Date
                the per annum rate calculated pursuant to clause (i) above with respect
                to
                the Class I-M3 Certificates will be LIBOR plus 1.125%. For purposes
                of the
                REMIC Provisions, the reference to “Pool 1 Net Funds Cap” in clause (ii)
                of the preceding sentence shall be deemed to be a reference to the
“Pool 1
                REMIC Net Funds Cap.” For any Distribution Date on which the Certificate
                Interest Rate for the Class I-M3 Certificates is based on the Pool
                1 Net
                Funds Cap, the amount of interest that would have been payable on
                such
                Certificates if the Pool 1 REMIC Net Funds Cap were substituted for
                the
                Pool 1 Net Funds Cap over the amount actually payable thereon shall
                be
                treated as having been paid to the owners of the Class I-M3 Certificates
                and then deposited by such owners into the Supplemental Interest
                Trust
                pursuant to Section 10.01(n) hereof.


            


    

     

    
      	
              (12)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class I-M4 Certificates is the per
                annum
                rate equal to the lesser of (i) LIBOR plus 1.000% and (ii) the Pool
                1
                Adjusted Net Funds Cap for such Distribution Date;
                provided,
                that if the Mortgage Loans in Pool 1 and related property are not
                purchased pursuant to Section 7.01(b) on the Pool 1 Initial Optional
                Termination Date, then with respect to each subsequent Distribution
                Date
                the per annum rate calculated pursuant to clause (i) above with respect
                to
                the Class I-M4 Certificates will be LIBOR plus 1.500%. For purposes
                of the
                REMIC Provisions, the reference to “Pool 1 Adjusted Net Funds Cap” in
                clause (ii) of the preceding sentence shall be deemed to be a reference
                to
                the “Pool 1 REMIC Net Funds Cap.” For any Distribution Date on which the
                Certificate Interest Rate for the Class I-M4 Certificates is based
                on the
                Pool 1 Adjusted Net Funds Cap, the amount of interest that would
                have been
                payable on such Certificates if the Pool 1 REMIC Net Funds Cap were
                substituted for the Pool 1 Adjusted Net Funds Cap over the amount
                actually
                payable thereon shall be treated as having been paid to the owners
                of the
                Class I-M4 Certificates and then deposited by such owners into the
                Supplemental Interest Trust pursuant to Section 10.01(n) hereof.
                

            


    

     


    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    


    
      	
              (13)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class I-M5 Certificates is the per
                annum
                rate equal to the lesser of (i) LIBOR plus 1.250% and (ii) the Pool
                1
                Adjusted Net Funds Cap for such Distribution Date; provided, that
                if the
                Mortgage Loans in Pool 1 and related property are not purchased pursuant
                to Section 7.01(b) on the Pool 1 Initial Optional Termination Date,
                then
                with respect to each subsequent Distribution Date the per annum rate
                calculated pursuant to clause (i) above with respect to the Class
                I-M5
                Certificates will be LIBOR plus 1.875%. For purposes of the REMIC
                Provisions, the reference to “Pool 1 Adjusted Net Funds Cap” in clause
                (ii) of the preceding sentence shall be deemed to be a reference
                to the
                “Pool 1 REMIC Net Funds Cap.” For any Distribution Date on which the
                Certificate Interest Rate for the Class I-M5 Certificates is based
                on the
                Pool 1 Adjusted Net Funds Cap, the amount of interest that would
                have been
                payable on such Certificates if the Pool 1 REMIC Net Funds Cap were
                substituted for the Pool 1 Adjusted Net Funds Cap over the amount
                actually
                payable thereon shall be treated as having been paid to the owners
                of the
                Class I-M5 Certificates and then deposited by such owners into the
                Supplemental Interest Trust pursuant to Section 10.01(n) hereof.
                

            


    

     

    
      	
              (14)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class I-M6 Certificates is the per
                annum
                rate equal to the lesser of (i) LIBOR plus 1.750% and (ii) the Pool
                1
                Adjusted Net Funds Cap for such Distribution Date; provided, that
                if the
                Mortgage Loans in Pool 1 and related property are not purchased pursuant
                to Section 7.01(b) on the Pool 1 Initial Optional Termination Date,
                then
                with respect to each subsequent Distribution Date the per annum rate
                calculated pursuant to clause (i) above with respect to the Class
                I-M6
                Certificates will be LIBOR plus 2.625%. For purposes of the REMIC
                Provisions, the reference to “Pool 1 Adjusted Net Funds Cap” in clause
                (ii) of the preceding sentence shall be deemed to be a reference
                to the
                “Pool 1 REMIC Net Funds Cap.” For any Distribution Date on which the
                Certificate Interest Rate for the Class I-M6 Certificates is based
                on the
                Pool 1 Adjusted Net Funds Cap, the amount of interest that would
                have been
                payable on such Certificates if the Pool 1 REMIC Net Funds Cap were
                substituted for the Pool 1 Adjusted Net Funds Cap over the amount
                actually
                payable thereon shall be treated as having been paid to the owners
                of the
                Class I-M6 Certificates and then deposited by such owners into the
                Supplemental Interest Trust pursuant to Section 10.01(n) hereof.
                

            


    

     

    
      	
              (15)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class I-M7 Certificates is the per
                annum
                rate equal to the lesser of (i) LIBOR plus 2.000% and (ii) the Pool
                1
                Adjusted Net Funds Cap for such Distribution Date; provided, that
                if the
                Mortgage Loans in Pool 1 and related property are not purchased pursuant
                to Section 7.01(b) on the Pool 1 Initial Optional Termination Date,
                then
                with respect to each subsequent Distribution Date the per annum rate
                calculated pursuant to clause (i) above with respect to the Class
                I-M7
                Certificates will be LIBOR plus 3.000%. For purposes of the REMIC
                Provisions, the reference to “Pool 1 Adjusted Net Funds Cap” in clause
                (ii) of the preceding sentence shall be deemed to be a reference
                to the
                “Pool 1 REMIC Net Funds Cap.” For any Distribution Date on which the
                Certificate Interest Rate for the Class I-M7 Certificates is based
                on the
                Pool 1 Adjusted Net Funds Cap, the amount of interest that would
                have been
                payable on such Certificates if the Pool 1 REMIC Net Funds Cap were
                substituted for the Pool 1 Adjusted Net Funds Cap over the amount
                actually
                payable thereon shall be treated as having been paid to the owners
                of the
                Class I-M7 Certificates and then deposited by such owners into the
                Supplemental Interest Trust pursuant to Section 10.01(n) hereof.
                

            


    

     

    
      	
              (16)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class I-M8 Certificates is the per
                annum
                rate equal to the lesser of (i) LIBOR plus 2.000% and (ii) the Pool
                1
                Adjusted Net Funds Cap for such Distribution Date; provided, that
                if the
                Mortgage Loans in Pool 1 and related property are not purchased pursuant
                to Section 7.01(b) on the Pool 1 Initial Optional Termination Date,
                then
                with respect to each subsequent Distribution Date the per annum rate
                calculated pursuant to clause (i) above with respect to the Class
                I-M8
                Certificates will be LIBOR plus 3.000%. For purposes of the REMIC
                Provisions, the reference to “Pool 1 Adjusted Net Funds Cap” in clause
                (ii) of the preceding sentence shall be deemed to be a reference
                to the
                “Pool 1 REMIC Net Funds Cap.” For any Distribution Date on which the
                Certificate Interest Rate for the Class I-M8 Certificates is based
                on the
                Pool 1 Adjusted Net Funds Cap, the amount of interest that would
                have been
                payable on such Certificates if the Pool 1 REMIC Net Funds Cap were
                substituted for the Pool 1 Adjusted Net Funds Cap over the amount
                actually
                payable thereon shall be treated as having been paid to the owners
                of the
                Class I-M8 Certificates and then deposited by such owners into the
                Supplemental Interest Trust pursuant to Section 10.01(n) hereof.
                

            


    

     


    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    


    
      	
              (17)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class I-M9 Certificates is the per
                annum
                rate equal to the lesser of (i) LIBOR plus 2.000% and (ii) the Pool
                1
                Adjusted Net Funds Cap for such Distribution Date; provided, that
                if the
                Mortgage Loans in Pool 1 and related property are not purchased pursuant
                to Section 7.01(b) on the Pool 1 Initial Optional Termination Date,
                then
                with respect to each subsequent Distribution Date the per annum rate
                calculated pursuant to clause (i) above with respect to the Class
                I-M9
                Certificates will be LIBOR plus 3.000%. For purposes of the REMIC
                Provisions, the reference to “Pool 1 Adjusted Net Funds Cap” in clause
                (ii) of the preceding sentence shall be deemed to be a reference
                to the
                “Pool 1 REMIC Net Funds Cap.” For any Distribution Date on which the
                Certificate Interest Rate for the Class I-M9 Certificates is based
                on the
                Pool 1 Adjusted Net Funds Cap, the amount of interest that would
                have been
                payable on such Certificates if the Pool 1 REMIC Net Funds Cap were
                substituted for the Pool 1 Adjusted Net Funds Cap over the amount
                actually
                payable thereon shall be treated as having been paid to the owners
                of the
                Class I-M9 Certificates and then deposited by such owners into the
                Supplemental Interest Trust pursuant to Section 10.01(n) hereof.
                

            


    

     

    
      	
              (18)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class II-AIO Certificates is the
                per annum
                rate equal to the lesser of (i) 7.000% minus LIBOR and (ii) the excess
                of
                the Pool 1 Net Funds Cap for such Distribution Date over the Pool
                1 Senior
                Weighted Average Interest Rate, subject to a minimum Certificate
                Interest
                Rate of 0.000%. For
                purposes of the REMIC Provisions, the REMIC regular interest evidenced
                by
                the Class II-AIO Certificates shall bear interest at a per annum
                rate
                equal to the excess if any of (x) the lesser of 7.000% and the Pool
                1
                REMIC Net Funds Cap over (y) LIBOR. On any Distribution Date on which
                the
                Certificate Interest Rate for the Class II-AIO Certificates exceeds
                the
                interest rate of its corresponding REMIC regular interest, interest
                accruals based on such excess shall be treated as having been paid
                from
                the Pool 1 Basis Risk Reserve Fund or the Supplemental Interest Trust,
                as
                applicable; on any Distribution Date on which the Certificate Interest
                Rate on the Class II-AIO Certificates is less than the interest rate
                of
                its corresponding REMIC regular interest, the amount of interest
                that
                accrued on such REMIC regular interest in excess of the amount of
                interest
                accrued on the Class II-AIO Certificates shall be treated as having
                been
                paid by the Class II-AIO Certificateholders to the Supplemental Interest
                Trust, all pursuant to and as further provided in Section 10.01(n)
                hereof.

            


    

     

    
      	
              (19)

            	
              For
                any Distribution Date, the Class II-AIO Certificates have a Class
                Notional
                Amount equal to the aggregate Class Principal Balance of the Group
                2
                Senior Certificates (other than the Class II-A1 Certificates) immediately
                prior to the related Distribution Date. The initial Class Notional
                Amount
                for the Class II-AIO Certificates for the first Distribution Date
                will
                equal $156,082,000.

            


    

     

    
      	
              (20)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class II-A1 Certificates is the per
                annum
                rate equal to the lesser of (i) LIBOR plus 0.160% and (ii) the Pool
                2 Net
                Funds Cap for such Distribution Date;
                provided,
                that if the Mortgage Loans in Pool 2 and related property are not
                purchased pursuant to Section 7.01(c) on the Pool 2 Initial Optional
                Termination Date, then with respect to each subsequent Distribution
                Date
                the per annum rate calculated pursuant to clause (i) above with respect
                to
                the Class II-A1 Certificates will be LIBOR plus 0.320%. For
                purposes of the REMIC Provisions, the REMIC regular interest evidenced
                by
                this Class of Certificates shall bear interest at a maximum rate
                equal to
                the Pool 2 REMIC Net Funds Cap. On any Distribution Date on which
                the
                Certificate Interest Rate for this Class of Certificates exceeds
                the Pool
                2 REMIC Net Funds Cap, interest accruals based on such excess shall
                be
                treated as having been paid from the Pool 2 Basis Risk Reserve Fund;
                on
                any Distribution Date on which the Certificate Interest Rate on this
                Class
                of Certificates is based on a Net Funds Cap, the amount of interest
                that
                would have accrued on this Class of Certificates if the Pool 2 REMIC
                Net
                Funds Cap were substituted for the Net Funds Cap shall be treated
                as
                having been paid by the holders of this Class of Certificates to
                the Pool
                2 Basis Risk Reserve Fund, all pursuant to and as further provided
                in
                Section 10.01(n) hereof.

            


    

     


    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    


    
      	
              (21)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class II-A2 Certificates is the per
                annum
                rate equal to the lesser of (i) 7.500% and (ii) the Pool 2 Net Funds
                Cap
                for such Distribution Date. For
                purposes of the REMIC Provisions, the REMIC regular interest evidenced
                by
                this Class of Certificates shall bear interest at a maximum rate
                equal to
                the Pool 2 REMIC Net Funds Cap. On any Distribution Date on which
                the
                Certificate Interest Rate for this Class of Certificates exceeds
                the Pool
                2 REMIC Net Funds Cap, interest accruals based on such excess shall
                be
                treated as having been paid from the Pool 2 Basis Risk Reserve Fund;
                on
                any Distribution Date on which the Certificate Interest Rate on this
                Class
                of Certificates is based on a Net Funds Cap, the amount of interest
                that
                would have accrued on this Class of Certificates if the Pool 2 REMIC
                Net
                Funds Cap were substituted for the Net Funds Cap shall be treated
                as
                having been paid by the holders of this Class of Certificates to
                the Pool
                2 Basis Risk Reserve Fund, all pursuant to and as further provided
                in
                Section 10.01(n) hereof.

            


    

     

    
      	
              (22)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class II-A3 Certificates is the per
                annum
                rate equal to the lesser of (i) LIBOR plus 0.300% and (ii) the Pool
                2 Net
                Funds Cap for such Distribution Date;
                provided,
                that if the Mortgage Loans in Pool 2 and related property are not
                purchased pursuant to Section 7.01(c) on the Pool 2 Initial Optional
                Termination Date, then with respect to each subsequent Distribution
                Date
                the per annum rate calculated pursuant to clause (i) above with respect
                to
                the Class II-A3 Certificates will be LIBOR plus 0.600%. For
                purposes of the REMIC Provisions, the REMIC regular interest evidenced
                by
                this Class of Certificates shall bear interest at a maximum rate
                equal to
                the Pool 2 REMIC Net Funds Cap. On any Distribution Date on which
                the
                Certificate Interest Rate for this Class of Certificates exceeds
                the Pool
                2 REMIC Net Funds Cap, interest accruals based on such excess shall
                be
                treated as having been paid from the Pool 2 Basis Risk Reserve Fund;
                on
                any Distribution Date on which the Certificate Interest Rate on this
                Class
                of Certificates is based on a Net Funds Cap, the amount of interest
                that
                would have accrued on this Class of Certificates if the Pool 2 REMIC
                Net
                Funds Cap were substituted for the Net Funds Cap shall be treated
                as
                having been paid by the holders of this Class of Certificates to
                the Pool
                2 Basis Risk Reserve Fund, all pursuant to and as further provided
                in
                Section 10.01(n) hereof.

            


    

     

    
      	
              (23)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class II-A4 Certificates is the per
                annum
                rate equal to the lesser of (i) LIBOR plus 0.450% and (ii) the Pool
                2 Net
                Funds Cap for such Distribution Date;
                provided,
                that if the Mortgage Loans in Pool 2 and related property are not
                purchased pursuant to Section 7.01(c) on the Pool 2 Initial Optional
                Termination Date, then with respect to each subsequent Distribution
                Date
                the per annum rate calculated pursuant to clause (i) above with respect
                to
                the Class II-A4 Certificates will be LIBOR plus 0.900%. For
                purposes of the REMIC Provisions, the REMIC regular interest evidenced
                by
                this Class of Certificates shall bear interest at a maximum rate
                equal to
                the Pool 2 REMIC Net Funds Cap. On any Distribution Date on which
                the
                Certificate Interest Rate for this Class of Certificates exceeds
                the Pool
                2 REMIC Net Funds Cap, interest accruals based on such excess shall
                be
                treated as having been paid from the Pool 2 Basis Risk Reserve Fund;
                on
                any Distribution Date on which the Certificate Interest Rate on this
                Class
                of Certificates is based on a Net Funds Cap, the amount of interest
                that
                would have accrued on this Class of Certificates if the Pool 2 REMIC
                Net
                Funds Cap were substituted for the Net Funds Cap shall be treated
                as
                having been paid by the holders of this Class of Certificates to
                the Pool
                2 Basis Risk Reserve Fund, all pursuant to and as further provided
                in
                Section 10.01(n) hereof.

            


    

     

    
      	
              (24)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class II-M1 Certificates is the per
                annum
                rate equal to the lesser of (i) LIBOR plus 0.650% and (ii) the Pool
                2 Net
                Funds Cap for such Distribution Date;
                provided,
                that if the Mortgage Loans in Pool 2 and related property are not
                purchased pursuant to Section 7.01(c) on the Pool 2 Initial Optional
                Termination Date, then with respect to each subsequent Distribution
                Date
                the per annum rate calculated pursuant to clause (i) above with respect
                to
                the Class II-M1 Certificates will be LIBOR plus 0.975%. For purposes
                of
                the REMIC Provisions, the reference to “Pool 2 Net Funds Cap” in clause
                (ii) of the preceding sentence shall be deemed to be a reference
                to the
                “Pool 2 REMIC Net Funds Cap.” For any Distribution Date on which the
                Certificate Interest Rate for the Class II-M1 Certificates is based
                on the
                Pool 2 Net Funds Cap, the amount of interest that would have been
                payable
                on such Certificates if the Pool 2 REMIC Net Funds Cap were substituted
                for the Pool 2 Net Funds Cap over the amount actually payable thereon
                shall be treated as having been paid to the owners of the Class II-M1
                Certificates and then deposited by such owners into the Supplemental
                Interest Trust pursuant to Section 10.01(n) hereof.
                

            


    

     


    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    


    
      	
              (25)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class II-M2 Certificates is the per
                annum
                rate equal to the lesser of (i) LIBOR plus 0.700% and (ii) the Pool
                2 Net
                Funds Cap for such Distribution Date;
                provided,
                that if the Mortgage Loans in Pool 2 and related property are not
                purchased pursuant to Section 7.01(c) on the Pool 2 Initial Optional
                Termination Date, then with respect to each subsequent Distribution
                Date
                the per annum rate calculated pursuant to clause (i) above with respect
                to
                the Class II-M2 Certificates will be LIBOR plus 1.050%. For purposes
                of
                the REMIC Provisions, the reference to “Pool 2 Net Funds Cap” in clause
                (ii) of the preceding sentence shall be deemed to be a reference
                to the
                “Pool 2 REMIC Net Funds Cap.” For any Distribution Date on which the
                Certificate Interest Rate for the Class II-M2 Certificates is based
                on the
                Pool 2 Net Funds Cap, the amount of interest that would have been
                payable
                on such Certificates if the Pool 2 REMIC Net Funds Cap were substituted
                for the Pool 2 Net Funds Cap over the amount actually payable thereon
                shall be treated as having been paid to the owners of the Class II-M2
                Certificates and then deposited by such owners into the Supplemental
                Interest Trust pursuant to Section 10.01(n) hereof.
                

            


    

     

    
      	
              (26)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class II-M3 Certificates is the per
                annum
                rate equal to the lesser of (i) LIBOR plus 0.850% and (ii) the Pool
                2 Net
                Funds Cap for such Distribution Date;
                provided,
                that if the Mortgage Loans in Pool 2 and related property are not
                purchased pursuant to Section 7.01(c) on the Pool 2 Initial Optional
                Termination Date, then with respect to each subsequent Distribution
                Date
                the per annum rate calculated pursuant to clause (i) above with respect
                to
                the Class II-M3 Certificates will be LIBOR plus 1.275%. For purposes
                of
                the REMIC Provisions, the reference to “Pool 2 Net Funds Cap” in clause
                (ii) of the preceding sentence shall be deemed to be a reference
                to the
                “Pool 2 REMIC Net Funds Cap.” For any Distribution Date on which the
                Certificate Interest Rate for the Class II-M3 Certificates is based
                on the
                Pool 2 Net Funds Cap, the amount of interest that would have been
                payable
                on such Certificates if the Pool 2 REMIC Net Funds Cap were substituted
                for the Pool 2 Net Funds Cap over the amount actually payable thereon
                shall be treated as having been paid to the owners of the Class II-M3
                Certificates and then deposited by such owners into the Supplemental
                Interest Trust pursuant to Section 10.01(n) hereof.
                

            


    

     

    
      	
              (27)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class II-M4 Certificates is the per
                annum
                rate equal to the lesser of (i) LIBOR plus 0.900% and (ii) the Pool
                2
                Adjusted Net Funds Cap for such Distribution Date;
                provided,
                that if the Mortgage Loans in Pool 2 and related property are not
                purchased pursuant to Section 7.01(c) on the Pool 2 Initial Optional
                Termination Date, then with respect to each subsequent Distribution
                Date
                the per annum rate calculated pursuant to clause (i) above with respect
                to
                the Class II-M4 Certificates will be LIBOR plus 1.350%. For purposes
                of
                the REMIC Provisions, the reference to “Pool 2 Adjusted Net Funds Cap” in
                clause (ii) of the preceding sentence shall be deemed to be a reference
                to
                the “Pool 2 REMIC Net Funds Cap.” For any Distribution Date on which the
                Certificate Interest Rate for the Class II-M4 Certificates is based
                on the
                Pool 2 Adjusted Net Funds Cap, the amount of interest that would
                have been
                payable on such Certificates if the Pool 2 REMIC Net Funds Cap were
                substituted for the Pool 2 Adjusted Net Funds Cap over the amount
                actually
                payable thereon shall be treated as having been paid to the owners
                of the
                Class II-M4 Certificates and then deposited by such owners into the
                Supplemental Interest Trust pursuant to Section 10.01(n) hereof.
                

            


    

     

    
      	
              (28)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class II-M5 Certificates is the per
                annum
                rate equal to the lesser of (i) LIBOR plus 1.250% and (ii) the Pool
                2
                Adjusted Net Funds Cap for such Distribution Date; provided, that
                if the
                Mortgage Loans in Pool 2 and related property are not purchased pursuant
                to Section 7.01(c) on the Pool 2 Initial Optional Termination Date,
                then
                with respect to each subsequent Distribution Date the per annum rate
                calculated pursuant to clause (i) above with respect to the Class
                II-M5
                Certificates will be LIBOR plus 1.875%. For purposes of the REMIC
                Provisions, the reference to “Pool 2 Adjusted Net Funds Cap” in clause
                (ii) of the preceding sentence shall be deemed to be a reference
                to the
                “Pool 2 REMIC Net Funds Cap.” For any Distribution Date on which the
                Certificate Interest Rate for the Class II-M5 Certificates is based
                on the
                Pool 2 Adjusted Net Funds Cap, the amount of interest that would
                have been
                payable on such Certificates if the Pool 2 REMIC Net Funds Cap were
                substituted for the Pool 2 Adjusted Net Funds Cap over the amount
                actually
                payable thereon shall be treated as having been paid to the owners
                of the
                Class II-M5 Certificates and then deposited by such owners into the
                Supplemental Interest Trust pursuant to Section 10.01(n) hereof.
                

            


    

     


    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    


    
      	
              (29)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class II-M6 Certificates is the per
                annum
                rate equal to the lesser of (i) LIBOR plus 1.750% and (ii) the Pool
                2
                Adjusted Net Funds Cap for such Distribution Date; provided, that
                if the
                Mortgage Loans in Pool 2 and related property are not purchased pursuant
                to Section 7.01(c) on the Pool 2 Initial Optional Termination Date,
                then
                with respect to each subsequent Distribution Date the per annum rate
                calculated pursuant to clause (i) above with respect to the Class
                II-M6
                Certificates will be LIBOR plus 2.625%. For purposes of the REMIC
                Provisions, the reference to “Pool 2 Adjusted Net Funds Cap” in clause
                (ii) of the preceding sentence shall be deemed to be a reference
                to the
                “Pool 2 REMIC Net Funds Cap.” For any Distribution Date on which the
                Certificate Interest Rate for the Class II-M6 Certificates is based
                on the
                Pool 2 Adjusted Net Funds Cap, the amount of interest that would
                have been
                payable on such Certificates if the Pool 2 REMIC Net Funds Cap were
                substituted for the Pool 2 Adjusted Net Funds Cap over the amount
                actually
                payable thereon shall be treated as having been paid to the owners
                of the
                Class II-M6 Certificates and then deposited by such owners into the
                Supplemental Interest Trust pursuant to Section 10.01(n) hereof.
                

            


    

     

    
      	
              (30)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class II-M7 Certificates is the per
                annum
                rate equal to the lesser of (i) LIBOR plus 1.750% and (ii) the Pool
                2
                Adjusted Net Funds Cap for such Distribution Date; provided, that
                if the
                Mortgage Loans in Pool 2 and related property are not purchased pursuant
                to Section 7.01(c) on the Pool 2 Initial Optional Termination Date,
                then
                with respect to each subsequent Distribution Date the per annum rate
                calculated pursuant to clause (i) above with respect to the Class
                II-M7
                Certificates will be LIBOR plus 2.625%. For purposes of the REMIC
                Provisions, the reference to “Pool 2 Adjusted Net Funds Cap” in clause
                (ii) of the preceding sentence shall be deemed to be a reference
                to the
                “Pool 2 REMIC Net Funds Cap.” For any Distribution Date on which the
                Certificate Interest Rate for the Class II-M7 Certificates is based
                on the
                Pool 2 Adjusted Net Funds Cap, the amount of interest that would
                have been
                payable on such Certificates if the Pool 2 REMIC Net Funds Cap were
                substituted for the Pool 2 Adjusted Net Funds Cap over the amount
                actually
                payable thereon shall be treated as having been paid to the owners
                of the
                Class II-M7 Certificates and then deposited by such owners into the
                Supplemental Interest Trust pursuant to Section 10.01(n) hereof.
                

            


    

     

    
      	
              (31)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class II-M8 Certificates is the per
                annum
                rate equal to the lesser of (i) LIBOR plus 1.750% and (ii) the Pool
                2
                Adjusted Net Funds Cap for such Distribution Date; provided, that
                if the
                Mortgage Loans in Pool 2 and related property are not purchased pursuant
                to Section 7.01(c) on the Pool 2 Initial Optional Termination Date,
                then
                with respect to each subsequent Distribution Date the per annum rate
                calculated pursuant to clause (i) above with respect to the Class
                II-M8
                Certificates will be LIBOR plus 2.625%. For purposes of the REMIC
                Provisions, the reference to “Pool 2 Adjusted Net Funds Cap” in clause
                (ii) of the preceding sentence shall be deemed to be a reference
                to the
                “Pool 2 REMIC Net Funds Cap.” For any Distribution Date on which the
                Certificate Interest Rate for the Class II-M8 Certificates is based
                on the
                Pool 2 Adjusted Net Funds Cap, the amount of interest that would
                have been
                payable on such Certificates if the Pool 2 REMIC Net Funds Cap were
                substituted for the Pool 2 Adjusted Net Funds Cap over the amount
                actually
                payable thereon shall be treated as having been paid to the owners
                of the
                Class II-M8 Certificates and then deposited by such owners into the
                Supplemental Interest Trust pursuant to Section 10.01(n) hereof.
                

            


    

     

    
      	
              (32)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class II-M9 Certificates is the per
                annum
                rate equal to the lesser of (i) LIBOR plus 1.750% and (ii) the Pool
                2
                Adjusted Net Funds Cap for such Distribution Date; provided, that
                if the
                Mortgage Loans in Pool 2 and related property are not purchased pursuant
                to Section 7.01(c) on the Pool 2 Initial Optional Termination Date,
                then
                with respect to each subsequent Distribution Date the per annum rate
                calculated pursuant to clause (i) above with respect to the Class
                II-M9
                Certificates will be LIBOR plus 2.625%. For purposes of the REMIC
                Provisions, the reference to “Pool 2 Adjusted Net Funds Cap” in clause
                (ii) of the preceding sentence shall be deemed to be a reference
                to the
                “Pool 2 REMIC Net Funds Cap.” For any Distribution Date on which the
                Certificate Interest Rate for the Class II-M9 Certificates is based
                on the
                Pool 2 Adjusted Net Funds Cap, the amount of interest that would
                have been
                payable on such Certificates if the Pool 2 REMIC Net Funds Cap were
                substituted for the Pool 2 Adjusted Net Funds Cap over the amount
                actually
                payable thereon shall be treated as having been paid to the owners
                of the
                Class II-M9 Certificates and then deposited by such owners into the
                Supplemental Interest Trust pursuant to Section 10.01(n) hereof.
                

            


    

     


    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    


    
      	
              (33)

            	
              The
                Class I-P Certificates will not bear interest at a stated rate. The
                Class
                I-P Certificates shall have a Class I-P Principal Amount equal to
                $100 and
                shall be entitled to receive all Prepayment Premiums paid with respect
                to
                the Mortgage Loans in Pool 1 for which the Seller has retained the
                servicing rights as provided in Section
                5.02(l).

            


    

     

    
      	
              (34)

            	
              The
                Class II-P Certificates will not bear interest at a stated rate.
                The Class
                II-P Certificates shall have a Class II-P Principal Amount equal
                to $100
                and shall be entitled to receive all Prepayment Premiums paid with
                respect
                to the Mortgage Loans in Pool 2 for which the Seller has retained
                the
                servicing rights as provided in Section
                5.02(l).

            


    

     

    
      	
              (35)

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

            


    

     

    
      	
              (36)

            	
              The
                Class II-X Certificates shall represent ownership of the Class II-XS
                Component. For purposes of the REMIC Provisions, the II-XS Component
                of
                the Class II-X Certificates shall be entitled to receive all amounts
                distributable on the Class MTII-X interest minus
                $100.00 allocated to the Class II-P Certificates to create the $100
                Class
                II-P Principal Amount. In addition, for purposes of the REMIC Provisions,
                the Class II-XS Component of the Class II-X Certificates shall represent
                beneficial ownership of the Pool 2 Basis Risk Reserve Fund and an
                interest
                in the notional principal contracts described in Section 10.01(l)
                hereof.
                The Class II-CX Component of the Class II-X Certificates shall represent
                beneficial ownership of the Group 2 Interest Rate Cap
                Agreement.

            


    

     

    
      	
              (37)

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

            


    

     

    
      	
              (38)

            	
              The
                Class II-R Certificate will be issued without a Certificate Principal
                Amount and will not bear interest at a stated rate. The Class II-R
                Certificate represents ownership of the residual interest in Upper-Tier
                REMIC II, as well as ownership of the LT2-R Interest and the MT2-R
                Interest.

            


    

     

    
      	
              (39)

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

            


    

     


    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    


    
      	
              (40)

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

            


    

     

    
      	
              (41)

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

            


    

     

    As
      of the
      Cut-off Date, the Mortgage Loans had an aggregate Scheduled Principal Balance
      of
      $996,593,863.79.

     

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

    

      ARTICLE
        I

      


      DEFINITIONS

      


      Section
        1.01. Definitions.
        

      


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

      


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

      


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

      


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

      


      Accrual
        Period:
        With
        respect to any Distribution Date and the Offered Certificates (other than
        the
        Class II-AIO and Class II-A2 Certificates), the period beginning on the
        immediately preceding Distribution Date (or on June 25, 2007, in the case
        of the
        first Accrual Period) and ending on the day immediately preceding the related
        Distribution Date and, in the case of the Class I-AIO Certificates, assuming
        a
        30-day month. With respect to any Distribution Date and the Class II-AIO,
        Class
        II-A2, Class I-X and Class II-X Certificates and each Lower-Tier Interest,
        the
        calendar month preceding the month of such Distribution Date, assuming a
        30-day
        month.

      


      Act:
        The
        Securities Act of 1933, as amended.

      


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

      



      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

      


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

      


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

      


      Additional
        Termination Event:
        As
        defined in the Group 1 Swap Agreement.

      


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

      


      Adjusted
        Lower-Tier REMIC II WAC:
        For any
        Distribution Date (and the related Accrual Period), an amount equal to the
        product of (i) two, multiplied by (ii) the weighted average of the interest
        rates for such Distribution Date for each regular interest in Lower-Tier
        REMIC
        II (other than any interest-only regular interest), weighted in proportion
        to
        their principal balances as of the beginning of the related Accrual Period
        and
        computed by subjecting the rate on the Class LT2-Q Interest to a cap of 0.00%,
        by subjecting the rate on the Class LT2-II-A1, Class LT2-II-A3 and Class
        LT2-II-A4 interests to a cap equal to the interest rate of the Middle-Tier
        REMIC
        II Interest with the same Corresponding Class of Certificates, and by subjecting
        the rate on each remaining Lower Tier Interest in Lower Tier REMIC II to
        a cap
        that corresponds to the Certificate Interest Rate for the Corresponding Class
        of
        Certificates or Components, provided,
        however,
        that
        for this purpose, the Pool 2 REMIC Net Funds Cap shall be substituted for
        the
        applicable Net Funds Cap in the definition of the Certificate Interest Rate
        thereof and
        that for
        each Class of Certificates for which interest is accrued on the basis of
        a
        360-day year and the actual number of days in the related Accrual Period,
        the
        Certificate Interest Rate shall be multiplied by an amount equal to (a) the
        actual number of days in the Accrual Period, divided by (b) 30.

      


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

      



      
        
          
          

        

        
          27

          
            

          

        

        
          
          

        

      


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

      


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

      


      Affected
        Party:
        As
        defined in the Group 1 Swap Agreement.

      


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

      


      Aggregate
        Loan Balance:
        As of
        any date of determination, the aggregate of the Scheduled Principal Balances
        of
        all Mortgage Loans in Pool 1 and Pool 2.

      


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

      


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

      


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

      


      Applied
        Loss Amounts:
        A Pool
        1 Applied Loss Amount or Pool 2 Applied Loss Amount, as applicable.

      


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

      


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

      



      
        
          
          

        

        
          28

          
            

          

        

        
          
          

        

      


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

      


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

      


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

      


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

      


      Balance
        Guaranteed Cap Agreement:
        The
        balance guaranteed cap agreement dated as of June 29, 2007, entered into
        between
        the Trustee for the benefit of the Class II-A1 Certificates and the Balance
        Guaranteed Cap Counterparty, which agreement provides for the monthly payment
        specified therein for deposit into the Pool 2 Basis Risk Reserve Fund (for
        the
        benefit of the Class II-A1 Certificateholders) commencing with the Distribution
        Date in August 2007 and terminating in (but including the Distribution Date
        in)
        July 2037, by the Balance Guaranteed Cap Counterparty, but subject to the
        conditions set forth therein, including the 1992 ISDA Master Swap Agreement
        (Multi-Currency Cross Border), together with any schedules, confirmations,
        Credit Support Annex or other agreements relating thereto, attached hereto
        as
        Exhibit N-3.

      


      Balance
        Guaranteed Cap Counterparty:
        Lehman
        Brothers Special Financing Inc., or any successor thereto.

      


      Balance
        Guaranteed Cap Fee:
        The
        monthly fee paid to the Balance Guaranteed Cap Counterparty pursuant to Section
        5.02(c)(i) hereof, calculated at the Balance Guaranteed Cap Fee Rate and
        in
        accordance with the Balance Guaranteed Cap Agreement.

      


      Balance
        Guaranteed Cap Fee Rate:
        0.08%
        per annum.

      


      Balance
        Guaranteed Cap Replacement Receipts:
        As
        defined in Section 5.09(c).

      


      Balance
        Guaranteed Cap Replacement Receipts Account:
        As
        defined in Section 5.09(c).

      


      Balance
        Guaranteed Cap Termination Payment:
        Upon
        the designation of an “Early Termination Date” as defined in the Balance
        Guaranteed Cap Agreement, the payment required to be made by the Balance
        Guaranteed Cap Counterparty to the Trust Fund pursuant to the terms of the
        Balance Guaranteed Cap Agreement, and any unpaid amounts due from prior payment
        dates and accrued interest thereon as provided in the Balance Guaranteed
        Cap
        Agreement, as calculated by the Balance Guaranteed Cap Counterparty and
        furnished to the Trustee.

      


      Balance
        Guaranteed Cap Termination Receipts Account:
        As
        defined in Section 5.09(c).

      



      
        
          
          

        

        
          29

          
            

          

        

        
          
          

        

      


      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. As of the Closing Date,
        no
        Mortgage Loan is a Balloon Mortgage Loan.

      


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

      


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

      


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

      


      Basis
        Risk Shortfall:
        With
        respect to any Distribution Date and any Class of Offered Certificates (other
        than the Class I-AIO, Class II-A1 and Class II-AIO Certificates), the amount
        by
        which the amount of interest calculated at the Certificate Interest Rate
        applicable to such Class for such date (determined without regard to the
        applicable Net Funds Cap for such date) exceeds the amount of interest
        calculated at the applicable Net Funds Cap.

      


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

      


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

      


      Bulk
        PMI Policy:
        Not
        applicable.

      


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

      


      Cap
        Agreement:
        Each of
        the Group 1 Cap Agreement, the Balance Guaranteed Cap Agreement and the Group
        2
        Cap Agreement.

      



      
        
          
          

        

        
          30

          
            

          

        

        
          
          

        

      


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

      


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

      


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

      


      Certificate
        Insurance Policy:
        The
        Certificate Guaranty Insurance Policy No. AB1094BE, dated the Closing Date,
        including any endorsements thereto issued by the Certificate Insurer to the
        Trustee for the benefit of the Holders of the Insured Certificates, a form
        of
        which is attached as Exhibit L hereto.

      


      Certificate
        Insurance Premium:
        With
        respect to any Distribution Date and the Class I-A1-2 Certificates, an amount
        equal to 1/12th of the product of (a) the aggregate Class Principal Amount
        of
        the Class I-A1-2 Certificates as of such Distribution Date (prior to giving
        effect to any distributions thereon on such Distribution Date) and (b) the
        related Premium Percentage. With respect to any Distribution Date and the
        Class
        I-A4-1 Certificates, an amount equal to 1/12th of the product of (a) the
        aggregate Class Principal Amount of the Class I-A4-1 Certificates as of such
        Distribution Date (prior to giving effect to any distributions thereon on
        such
        Distribution Date) and (b) the related Premium Percentage.

      


      Certificate
        Insurer:
        Ambac
        Assurance Corporation, or any successor thereto.

      


      Certificate
        Insurer Default:
        The
        occurrence and continuance of any of the following events:

      


      (a) the
        Certificate Insurer shall have failed to make a payment required to be made
        under the Certificate Insurance Policy in accordance with its
        terms;

      


      (b) the
        Certificate Insurer shall have (i) filed a petition or commenced a case or
        proceeding under any provision or chapter of the Bankruptcy Code or any other
        similar federal or state law relating to insolvency, bankruptcy, rehabilitation,
        liquidation or reorganization, (ii) made a general assignment for the benefit
        of
        its creditors, or (iii) had an order for relief entered against it under
        the
        Bankruptcy Code or any other similar federal or state law relating to
        insolvency, bankruptcy, rehabilitation, liquidation or reorganization that
        is
        final and nonappealable; or

      


      (c) a
        court
        of competent jurisdiction, the Office of the Commissioner of Insurance of
        the
        State of New York or other competent regulatory authority shall have entered
        a
        final and nonappealable order, judgment or decree (i) appointing a custodian,
        trustee, agent or receiver for the Certificate Insurer or for all or any
        material portion of its property or (ii) authorizing the taking of possession
        by
        a custodian, trustee, agent or receiver of the Certificate Insurer (or the
        taking of possession of all or any material portion of the property of the
        Certificate Insurer).

      



      
        
          
          

        

        
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      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.

      


      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 Offered Certificate (other than the Class I-AIO and Class
        II-AIO
        Certificates) and any Distribution Date, the initial Certificate Principal
        Amount thereof on the Closing Date, less the amount of all principal
        distributions previously distributed with respect to such Certificate prior
        to
        such Distribution Date, and, (i) in the case of the Group 1 Certificates,
        as
        reduced by any Pool 1 Applied Loss Amount previously allocated thereto and
        (ii)
        in the case of the Group 2 Certificates, as reduced by any Pool 2 Applied
        Loss
        Amount previously allocated thereto; provided,
        however,
        that on
        each Distribution Date on which a related Subsequent Recovery is distributed,
        the Certificate Principal Amount of any Group 1 Certificate whose Certificate
        Principal Amount has previously been reduced by application of Pool 1 Applied
        Loss Amounts and the Certificate Principal Amount of any Group 2 Certificate
        whose Certificate Principal Amount has previously been reduced by application
        of
        Pool 2 Applied Loss Amounts, as applicable, will be increased, in order of
        seniority, by an amount (to be applied pro
        rata
        to all
        Certificates of such Class) equal to the lesser of (1) any Deferred Amount
        for
        each such Class immediately prior to such date and (2) in the case of holders
        of
        the Group 1 Certificates and Group 2 Certificates, the total amount of any
        Subsequent Recovery from the related Mortgage Pool distributed on such
        Distribution Date after application (for this purpose) to any more senior
        Classes of such Certificates; and provided,
        further,
        that to
        the extent that any Applied Loss Amount was reimbursed under the Certificate
        Insurance Policy, any Subsequent Recovery otherwise payable on the Insured
        Certificates shall instead be payable to the Certificate Insurer. The Class
        I-X,
        Class II-X, Class I-R and Class II-R Certificates are issued without Certificate
        Principal Amounts. The Class I-P Certificates are issued with an initial
        Class
        I-P Principal Amount of $100.00 and the Class II-P Certificates are issued
        with
        an initial Class II-P Principal Amount of $100.00. 

      


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

      


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

      


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

      


      Class:
        All Certificates and, in the case of each of Lower-Tier REMIC I, Middle-Tier
        REMIC IA, Middle-Tier REMIC IB, Middle-Tier REMIC II, and Lower-Tier REMIC
        II,
        all Lower Tier Interests bearing the same Class designation.

      


      Class
        I-CX Excess Cap Amount:
        As
        defined in Section 5.06(b).

      



      
        
          
          

        

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

      


      Class
        I-P Certificate:
        An
        interest in Upper-Tier REMIC I, as described in footnote (31) to the table
        entitled “The Certificates” in the Preliminary Statement, which interest shall
        be evidenced by the rights of the holders of the Class I-P Certificates to
        receive Prepayment Premiums with respect to Pool 1 Mortgage Loans.

      


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

      


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

      


      Class
        I-X Distributable Amount:
        On any
        Distribution Date, the amount of interest that has accrued on the notional
        balance of the Class I-X Certificates (as described in the Preliminary Statement
        in footnote (33) under the caption “The Certificates,” but that has not been
        distributed prior to such date. In addition, such amount shall include the
        Class
        I-XS Component Principal Amount to the extent such amount has not been
        distributed on an earlier Distribution Date as part of the Pool 1
        Overcollateralization Release Amount.

      


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

      


      Class
        I-XS Component Principal Amount:
        As of
        the Closing Date, $26,851,167.83.

      


      Class
        II-CX Excess Cap Amount:
        As
        defined in Section 5.06(d). 

      


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

      


      Class
        II-P Certificate:
        An
        interest in Upper-Tier REMIC II, as described in footnote (32) to the table
        entitled “The Certificates” in the Preliminary Statement, which interest shall
        be evidenced by the rights of the holders of the Class II-P Certificates
        to
        receive Prepayment Premiums with respect to Pool 2 Mortgage Loans.

      


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

      


      Class
        II-R Certificate:
        The
        Class II-R Certificate executed by the Trustee, and authenticated and delivered
        by the Certificate Registrar, substantially in the form annexed hereto as
        Exhibit A and evidencing the ownership of the sole class of residual interest
        in
        Upper-Tier REMIC II as well as ownership of the Class MT2-R Interest and
        Class
        LT2-R Interest.

      



      
        
          
          

        

        
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      Class
        II-X Distributable Amount:
        On any Distribution Date, the amount of interest that has accrued on the
        notional balance of the Class II-X Certificates (as described in the Preliminary
        Statement in footnote (39) under the caption “The Certificates,” but that has
        not been distributed prior to such date. In addition, such amount shall include
        the Class II-XS Component Principal Amount to the extent such amount has
        not
        been distributed on an earlier Distribution Date as part of the Pool 2
        Overcollateralization Release Amount.

      


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

      


      Class
        II-XS Component Principal Amount:
        As of the Closing Date, $5,401,495.96.

      


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

      


      Class
        Notional Amount:
        With
        respect to the Class I-AIO Certificates and any Distribution Date on or prior
        to
        the Distribution Date in April 2012, an amount equal to the sum of the Class
        Principal Amounts of the Group 1 Senior Certificates immediately preceding
        such
        Distribution Date. With respect to the Class I-AIO Certificates and any
        Distribution Date after the Distribution Date in April 2012, zero. The initial
        Class Notional Amount of the Class I-AIO Certificates is approximately
        $657,339,000. With respect to the Class II-AIO Certificates and any Distribution
        Date, an amount equal to the sum of the Class Principal Amounts of the Class
        II-A1, Class II-A3 and Class II-A4 Certificates immediately preceding such
        Distribution Date. The initial Class Notional Amount of the Class II-AIO
        Certificates is approximately $156,082,000.

      


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

      


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

      


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

      


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

      



      
        
          
          

        

        
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      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:
        Either
        the Group 1 Collateral Account or the Group 2 Collateral Account, as
        applicable.

      


      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.

      


      Commitment
        Letter:
        The
        Commitment Letter dated as of June 29, 2007 between the Depositor and the
        Certificate Insurer.

      


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

      


      Component:
        The
        Class I-X Certificate shall be issued in three non-severable Components:
        the
        I-XS Component, the I-CX Component and the I-SX Component. The I-XS Component,
        I-CX Component and I-SX Component shall not be issued with either a Certificate
        Interest Rate or a balance but shall evidence the right to receive distributions
        pursuant to Sections 5.02(j)(iv)(C) and (j)(vii), Section 5.02(h)(ix) and
        Section 5.02(i)(xii), respectively. The Class II-X Certificate shall be issued
        in two non-severable Components: the II-XS Component and the II-CX Component.
        The II-XS Component and II-CX Component shall not be issued with either a
        Certificate Interest Rate or a balance but shall evidence the right to receive
        distributions pursuant to Section 5.02(k)(vii) and Section 5.02(k)(iv)(C),
        respectively. 

      


      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.

      



      
        
          
          

        

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

      


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

      


      Cooperative
        Shares:
        Shares
        issued by a Cooperative Corporation.

      


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

      


      Corporate
        Trust Office:
        The
        office of the Trustee at which at any particular time its corporate trust
        business with respect to this Agreement shall be administered, which office
        at
        the date of execution of this Agreement shall be in the case of Certificate
        transfers and for purposes of presentment and surrender of the Certificates
        for
        final distribution thereon, 135 South LaSalle Street, Suite 1511, Chicago,
        Illinois, 60603, Attention: Global Securities and Trust Services - LXS 2007-10H
        or any such other address as the Trustee may designate from time to time
        by
        notice to the Certificateholders, the Depositor and the Master
        Servicer.

      


      Corresponding
        Class:
        The
        Class of Certificates that corresponds to a class of interests in Middle-Tier
        REMIC IA, Middle-Tier REMIC IB or Middle-Tier REMIC II, as applicable, and
        as
        described in the Preliminary Statement.

      


      Credit
        Support Annex:
        Each
        credit support annex, if any, to the Group 1 Swap Agreement, the Group 1
        Cap
        Agreement, the Balance Guaranteed Cap Agreement or the Group 2 Cap Agreement,
        each dated as of June 29, 2007, and each between either the Supplemental
        Interest Trust or the Trustee on behalf of the Trust Fund and the Group 1
        Swap
        Counterparty, the Group 1 Cap Counterparty, the Balance Guaranteed Cap
        Counterparty or the Group 2 Cap Counterparty, as applicable.

      


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

      


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

      



      
        
          
          

        

        
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      Custodial
        Agreement:
        Each
        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.

      


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

      


      Cut-off
        Date:
        June 1,
        2007.

      


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

      


      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 Group 1 Swap Agreement.

      


      Deferred
        Amount:
        With
        respect to any Distribution Date and each Group 1 Certificate, the aggregate
        Pool 1 Applied Loss Amounts previously applied in reduction of the Certificate
        Principal Amount thereof, less (i) any amounts previously reimbursed in respect
        thereof and (ii) the amount by which the Certificate Principal Amount of
        such
        Group 1 Certificate has been increased due to any Subsequent Recovery;
provided,
        however,
        that
        any Applied Loss Amount allocated to any Insured Certificates will not be
        considered a Deferred Amount to the extent such amounts are paid by the
        Certificate Insurer as part of an Insured Distribution. With respect to any
        Distribution Date and each Group 2 Certificate, the aggregate Pool 2 Applied
        Loss Amounts previously applied in reduction of the Certificate Principal
        Amount
        thereof, less (i) any amounts previously reimbursed in respect thereof and
        (ii)
        the amount by which the Certificate Principal Amount of such Group 2 Certificate
        has been increased due to any Subsequent Recovery.

      


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

      


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

      


      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.

      


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

      



      
        
          
          

        

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

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      


      Due
        for Payment:
        With
        respect to an Insured Amount, the Distribution Date on which Insured Amounts
        are
        due and payable pursuant to the terms of the Trust Agreement; with respect
        to a
        Preference Amount, the Business Day on which the documentation required by
        the
        Certificate Insurer has been received by the Certificate Insurer.

      


      Eligible
        Account:
        Either
        (i) an account or accounts maintained with a federal or state chartered
        depository institution or trust company which have been rated by each Rating
        Agency in one of its two highest long-term and its highest short-term rating
        categories, respectively, at the time any amounts are held on deposit therein,
        provided, that following a downgrade, withdrawal, or suspension of such
        institution’s rating below such ratings set forth above, each account shall
        promptly (and in any case within not more than 30 calendar days) be moved
        to an
        Eligible Account or to one or more segregated trust accounts in the trust
        department of such institution which has the required ratings, or (ii) 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.

      



      
        
          
          

        

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

      


      (i)
         Direct
        Obligations;

      


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

      


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

      


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

      


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

      


      (vi)
         a
        Qualified GIC;

      



      
        
          
          

        

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

      


      (viii)
         any
        other
        demand, money market, common trust fund or time deposit or obligation, or
        interest bearing or other security or investment (including those managed
        or
        advised by the Trustee or any Affiliate thereof), (A) rated in the highest
        rating category by each Rating Agency or (B) that would not adversely affect
        the
        then current rating assigned by each Rating Agency of any of the Certificates
        or
        the related NIM Securities and has a short term rating of at least “A-1” or its
        equivalent by each Rating Agency. Such investments in this subsection (viii)
        may
        include money market mutual funds or common trust funds, including any fund
        for
        which LaSalle Bank National Association, 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) LaSalle Bank National
        Association, 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) LaSalle Bank National Association, 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. LaSalle Bank National Association or an Affiliate thereof is hereby
        authorized to charge and collect from the Trustee such fees as are collected
        from all investors in such funds for services rendered to such funds (but
        not to
        exceed investment earnings thereon);

      


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

      


      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 I-P, Class II-P, Class I-R, Class II-R, Class I-LT-R, Class II-LT-R,
        Class
        I-X and Class II-X Certificate and any Certificate with a rating below the
        lowest applicable rating permitted under the Underwriter’s
        Exemption.

      


      ERISA-Restricted
        Trust Certificate:
        Any
        Group 1 Senior Certificate.

      


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

      



      
        
          
          

        

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

      


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

      


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

      


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

      


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

      


      Excluded
        Trust Assets:
        As
        described in the Preliminary Statement. 

      


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

      


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

      


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

      


      Final
        Scheduled Distribution Date:
        With
        respect to each Class of Group 1 Certificates (other than the Class I-AIO
        Certificates), the Distribution Date in July 2037. With respect to the Class
        I-AIO Certificates, the Distribution Date in April 2012. With respect to
        each
        Class of Group 2 Certificates, the Distribution Date 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 originated by Lehman Brothers Bank, FSB specified in Section
        1.04(e) of the Mortgage Loan Sale Agreement and listed on Schedule B hereto
        in
        respect of which the related Mortgagor does not make the first or second
        payment
        due to the Seller within the time frame required under such
        section.

      


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

      


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

      


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

      



      
        
          
          

        

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

      


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

      


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

      


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

      


      Group
        1 Cap Agreement:
        The
        interest rate cap agreement dated as of June 29, 2007, entered into between
        the
        Trustee on behalf of the Supplemental Interest Trust (for the benefit of
        Certificateholders of the Group 1 Senior Certificates) and the Group 1 Cap
        Counterparty, which agreement provides for the monthly payment specified
        therein, to the Supplemental Interest Trust for deposit into the Group 1
        Cap
        Account (for the benefit of Certificateholders of the Group 1
        Senior Certificates)
        commencing with the Distribution Date in August 2008 and terminating in (but
        including the Distribution Date in) June 2012, by the Group 1 Cap Counterparty,
        but subject to the conditions set forth therein, including the 1992 ISDA
        Master
        Swap Agreement (Multi-Currency Cross Border), together with the confirmations,
        Credit Support Annex, schedules or other agreements relating thereto, in
        the
        form of Exhibit N-2 hereto.

      


      Group
        1 Cap Amount:
        With
        respect to each Distribution Date, the amount if any Group 1 Cap Payment
        deposited into the Group 1 Cap Account and any investment earnings
        thereon.

      


      Group
        1 Cap Counterparty:
        ABN
        AMRO Bank N.V., or any successor thereto.

      


      Group
        1 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
        Group 1 Cap Agreement.

      


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

      


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

      


      Group
        1 Cap Termination Payment:
        Upon
        the designation of an “Early Termination Date” as defined in the Group 1 Cap
        Agreement, the payment required to be made by the Cap Counterparty to the
        Supplemental Interest Trust pursuant to the terms of the Group 1 Cap Agreement,
        and any unpaid amounts due on previous Cap Payment Dates and accrued interest
        thereon as provided in the Group 1 Cap Agreement, as calculated by the Cap
        Counterparty and furnished to the Trustee.

      



      
        
          
          

        

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

      


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

      


      Group
        1 Certificates:
        Collectively, the Group 1 Senior Certificates and the Group 1 Subordinate
        Certificates.

      


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

      


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

      


      Group
        1 NIM Securities:
        Any net
        interest margin notes (other than any related NIM Residual Securities) issued
        by
        a trust or other special purpose entity, the principal assets of such trust
        or
        other special purpose entity are Certificates related to the Mortgage Loans
        in
        Pool 1 and Pool 2, which principal assets back such notes.

      


      Group
        1 Senior Certificates:
        Collectively, the Class I-A1-1, Class I-A1-2, Class I-A2, Class I-A3, Class
        I-A4-1 and Class I-A4-2 Certificates.

      


      Group
        1 Senior Priority:
        The
        priority of distributions on the Group 1 Senior Certificates described in
        Section 5.02(d)(i)(B).

      


      Group
        1 Subordinate Certificates:
        Collectively, the Class I-M1, Class I-M2, Class I-M3, Class I-M4, Class I-M5,
        Class I-M6, Class I-M7, Class I-M8 and Class I-M9 Certificates.

      


      Group
        1 Subordinate Priority:
        With
        respect to distributions of interest and principal, to the Class I-M1, Class
        I-M2, Class I-M3, Class I-M4, Class I-M5, Class I-M6, Class I-M7,
        Class I-M8 and Class I-M9 Certificates, sequentially, in that
        order.

      


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

      


      Group
        1 Swap Agreement:
        The
        interest rate swap agreement dated as of June 29, 2007 entered into between
        the
        Trustee on behalf of the Supplemental Interest Trust (for the benefit of
        the
        Holders of the Group 1 Senior Certificates and the Group 1 Swap Counterparty,
        which agreement provides for, among other things, a Net Swap Payment to be
        paid
        pursuant to the conditions provided therein, commencing with the Distribution
        Date in August 2007 and terminating in (but including the Distribution Date
        in)
        June 2012, but subject to the conditions set forth therein, including the
        1992
        ISDA Master Swap Agreement (Multi-Currency Cross Border), together with any
        schedules, confirmations, Credit Support Annex or other agreements relating
        thereto, attached hereto as Exhibit N-1.

      


      Group
        1 Swap Amount:
        With
        respect to each Distribution Date and the related Swap Payment Date, the
        sum of
        any Net Swap Payment and any Swap Termination Payment deposited into the
        Group 1
        Swap Account.

      



      
        
          
          

        

        
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      Group
        1 Swap Counterparty:
        The
        counterparty to the Supplemental Interest Trust under the Group 1 Swap
        Agreement, and any successor in interest or assigns. Initially, the Swap
        Counterparty shall be ABN
        AMRO Bank N.V.

      


      Group
        1 Swap Counterparty Trigger Event:
        A Group
        1 Swap Counterparty Trigger Event shall have occurred if any of a Swap Default
        with respect to which the Group 1 Swap Counterparty is a Defaulting Party,
        a
        Termination Event (other than a Termination Event of Illegality or Tax Event)
        with respect to which the Group 1 Swap Counterparty is the sole Affected
        Party
        or an Additional Termination Event with respect to which the Group 1 Swap
        Counterparty is the sole Affected Party has occurred.

      


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

      


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

      


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

      


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

      


      Group
        2 Cap Agreement:
        The
        interest rate cap agreement dated as of June 29, 2007, entered into between
        the
        Trustee for the benefit of the Class II-A3 and Class II-A4 Certificates and
        the
        Group 2 Cap Counterparty, which agreement provides for the monthly payment
        specified therein for deposit into the Pool 2 Basis Risk Reserve Fund (for
        the
        benefit of the Class II-A3 and Class II-A4 Certificates) commencing with
        the
        Distribution Date in August 2007 and terminating in (but including the
        Distribution Date in) June 2015, by the Group 2 Cap Counterparty, but subject
        to
        the conditions set forth therein, including the 1992 ISDA Master Swap Agreement
        (Multi-Currency Cross Border), together with any schedules, confirmations,
        Credit Support Annex or other agreements relating thereto, attached hereto
        as
        Exhibit N-4.

      


      Group
        2 Cap Counterparty:
        Lehman
        Brothers Special Financing Inc., or any successor thereto.

      


      Group
        2 Cap Replacement Receipts:
        As
        defined in Section 5.09(d).

      


      Group
        2 Cap Replacement Receipts Account:
        As
        defined in Section 5.09(d).

      


      Group
        2 Cap Termination Payment:
        Upon
        the designation of an “Early Termination Date” as defined in the Group 2 Cap
        Agreement, the payment required to be made by the Group 2 Cap Counterparty
        to
        the Trust Fund pursuant to the terms of the Group 2 Cap Agreement, and any
        unpaid amounts due from prior payment dates and accrued interest thereon
        as
        provided in the Group 2 Cap Agreement, as calculated by the Group 2 Cap
        Counterparty and furnished to the Trustee.

      


      Group
        2 Cap Termination Receipts Account:
        As
        defined in Section 5.09(d).

      


      Group
        2 Certificates:
        Collectively, the Group 2 Senior Certificates and the Group 2 Subordinate
        Certificates.

      



      
        
          
          

        

        
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      Group
        2 NIM Redemption Amount:
        As
        defined in Section 7.01(c).

      


      Group
        2 NIM Securities:
        Any net
        interest margin notes (other than any related NIM Residual Securities) issued
        by
        a trust or other special purpose entity, the principal assets of such trust
        or
        other special purpose entity are Certificates related to the Mortgage Loans
        in
        Pool 2, which principal assets back such notes.

      


      Group
        2 Senior Certificates:
        The
        Class II-A1, Class II-A2, Class II-A3 and Class II-A4 Certificates.

      


      Group
        2 Senior Priority:
        The
        priority of distributions on the Group 2 Senior Certificates described in
        Section 5.02(e)(i)(A).

      


      Group
        2 Subordinate Certificates:
        Collectively, the Class II-M1, Class II-M2, Class II-M3, Class II-M4, Class
        II-M5, Class II-M6, Class II-M7, Class II-M8 and Class II-M9
        Certificates.

      


      Group
        2 Subordinate Priority:
        To the
        Class II-M1, Class II-M2, Class II-M3, Class II-M4, Class II-M5, Class II-M6,
        Class II-M7, Class II-M8 and Class II-M9 Certificates, sequentially, in that
        order.

      


      Holder
        or
Certificateholder:
        The
        registered owner of any Certificate as recorded on the books of the Certificate
        Registrar except that, solely for the purposes of taking any action or giving
        any consent pursuant to this Agreement, any Certificate registered in the
        name
        of the Depositor, the Trustee, the Master Servicer, any Servicer, the Group
        1
        Swap Counterparty, the Group 1 Cap Counterparty, the Balance Guaranteed Cap
        Counterparty, the Group 2 Cap Counterparty or any Affiliate thereof shall
        be
        deemed not to be outstanding in determining whether the requisite percentage
        necessary to effect any such consent has been obtained, except that, in
        determining whether the Trustee shall be protected in relying upon any such
        consent, only Certificates which a Responsible Officer of the Trustee knows
        to
        be so owned shall be disregarded. The Trustee and any NIMS Insurer may request
        and conclusively rely on certifications by the Depositor, the Master Servicer,
        the Group 1 Swap Counterparty, the Group 1 Cap Counterparty, the Balance
        Guaranteed Cap Counterparty, the Group 2 Cap Counterparty or the applicable
        Servicer, in determining whether any Certificates are registered to an Affiliate
        of the Depositor, the Master Servicer, the Group 1 Swap Counterparty, the
        Group
        1 Cap Counterparty, the Balance Guaranteed Cap Counterparty, the Group 2
        Cap
        Counterparty or any Servicer, respectively. After a Section 7.01(d) Purchase
        Event, except in the case of the Class I-LT-R and Class II-LT-R Certificates,
        Sections 3.03, 3.04, 3.05, 3.06, 3.07, 3.09, 5.02(b) through (k) and 11.03(a)
        and (b) herein, all references in this Agreement to “Holder” or
“Certificateholder” shall be deemed to be references to the LTURI-holder, as
        recorded on the books of the Certificate Registrar, as holder of the Pooling
        REMIC I Regular Interests (in the case of a Section 7.01(d) Purchase Event
        with
        respect to the Pooling REMIC I Regular Interests) and the Pooling REMIC II
        Regular Interests (in the case of a Section 7.01(d) Purchase Event with respect
        to the Pooling REMIC II Regular Interests).

      


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

      



      
        
          
          

        

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

      


      I-M1
        Target Amount:
        With
        respect to any Distribution Date, an amount equal to the lesser of (a) the
        product of (1) approximately 77.70% and (2) the Pool Balance of Pool 1 for
        such
        Distribution Date determined as of the last day of the related Collection
        Period
        (after giving effect to any prepayments received during the related Prepayment
        Period) and (b) the amount, if any, by which (1) the Pool Balance of Pool
        1 for
        such Distribution Date determined as of the last day of the related Collection
        Period (after
        giving effect to any prepayments received during the related Prepayment Period)
        exceeds
        (2) the Pool 1 Overcollateralization Floor.

      


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

      


      I-M2
        Target Amount:
        With
        respect to any Distribution Date an amount equal to the lesser of (a) the
        product of (1) approximately 81.10% and (2) the Pool Balance of Pool 1 for
        such
        Distribution Date determined as of the last day of the related Collection
        Period
        (after giving effect to any prepayments received during the related Prepayment
        Period) and (b) the amount, if any, by which (1) the Pool Balance of Pool 1
        for such Distribution Date determined as of the last day of the related
        Collection Period (after
        giving effect to any prepayments received during the related Prepayment Period)
        exceeds
        (2) the Pool 1 Overcollateralization Floor.

      


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

      


      I-M3
        Target Amount:
        With
        respect to any Distribution Date an amount equal to the lesser of (a) the
        product of (1) approximately 83.20% and (2) the Pool Balance of Pool 1 for
        such
        Distribution Date determined as of the last day of the related Collection
        Period
        (after giving effect to any prepayments received during the related Prepayment
        Period) and (b) the amount, if any, by which (1) the Pool Balance of Pool
        1 for
        such Distribution Date determined as of the last day of the related Collection
        Period (after
        giving effect to any prepayments received during the related Prepayment Period)
        exceeds
        (2) the Pool 1 Overcollateralization Floor.

      



      
        
          
          

        

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

      


      I-M4
        Target Amount:
        With
        respect to any Distribution Date an amount equal to the lesser of (a) the
        product of (1) approximately 85.10% and (2) the Pool Balance of Pool 1 for
        such
        Distribution Date determined as of the last day of the related Collection
        Period
        (after giving effect to any prepayments received during the related Prepayment
        Period) and (b) the amount, if any, by which (1) the Pool Balance of Pool
        1 for
        such Distribution Date determined as of the last day of the related Collection
        Period (after
        giving effect to any prepayments received during the related Prepayment Period)
        exceeds
        (2) the Pool 1 Overcollateralization Floor.

      


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

      


      I-M5
        Target Amount:
        With
        respect to any Distribution Date an amount equal to the lesser of (a) the
        product of (1) approximately 87.10% and (2) the Pool Balance of Pool 1 for
        such
        Distribution Date determined as of the last day of the related Collection
        Period
        (after giving effect to any prepayments received during the related Prepayment
        Period) and (b) the amount, if any, by which (1) the Pool Balance of Pool
        1 for
        such Distribution Date determined as of the last day of the related Collection
        Period (after
        giving effect to any prepayments received during the related Prepayment Period)
        exceeds
        (2) the Pool 1 Overcollateralization Floor.

      


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

      


      I-M6
        Target Amount:
        With
        respect to any Distribution Date an amount equal to the lesser of (a) the
        product of (1) approximately 88.70% and (2) the Pool Balance of Pool 1 for
        such
        Distribution Date determined as of the last day of the related Collection
        Period
        (after giving effect to any prepayments received during the related Prepayment
        Period) and (b) the amount, if any, by which (1) the Pool Balance of Pool
        1 for
        such Distribution Date determined as of the last day of the related Collection
        Period (after
        giving effect to any prepayments received during the related Prepayment Period)
        exceeds
        (2) the Pool 1 Overcollateralization Floor.

      



      
        
          
          

        

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

      


      I-M7
        Target Amount:
        With
        respect to any Distribution Date an amount equal to the lesser of (a) the
        product of (1) approximately 90.40% and (2) the Pool Balance of Pool 1 for
        such
        Distribution Date determined as of the last day of the related Collection
        Period
        (after giving effect to any prepayments received during the related Prepayment
        Period) and (b) the amount, if any, by which (1) the Pool Balance of Pool
        1 for
        such Distribution Date determined as of the last day of the related Collection
        Period (after
        giving effect to any prepayments received during the related Prepayment Period)
        exceeds
        (2) the Pool 1 Overcollateralization Floor.

      


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

      


      I-M8
        Target Amount:
        With
        respect to any Distribution Date an amount equal to the lesser of (a) the
        product of (1) approximately 91.70% and (2) the Pool Balance of Pool 1 for
        such
        Distribution Date determined as of the last day of the related Collection
        Period
        (after giving effect to any prepayments received during the related Prepayment
        Period) and (b) the amount, if any, by which (1) the Pool Balance of Pool
        1 for
        such Distribution Date determined as of the last day of the related Collection
        Period (after
        giving effect to any prepayments received during the related Prepayment Period)
        exceeds
        (2) the Pool 1 Overcollateralization Floor.

      


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

      



      
        
          
          

        

        
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      I-M9
        Target Amount:
        With
        respect to any Distribution Date an amount equal to the lesser of (a) the
        product of (1) approximately 93.00% and (2) the Pool Balance of Pool 1 for
        such
        Distribution Date determined as of the last day of the related Collection
        Period
        (after giving effect to any prepayments received during the related Prepayment
        Period) and (b) the amount, if any, by which (1) the Pool Balance of Pool
        1 for
        such Distribution Date determined as of the last day of the related Collection
        Period (after
        giving effect to any prepayments received during the related Prepayment Period)
        exceeds
        (2) the Pool 1 Overcollateralization Floor.

      


      II-M1
        Principal Distribution Amount:
        With
        respect to any Distribution Date on or after the Pool 2 Stepdown Date and
        as
        long as a Pool 2 Trigger Event is not in effect with respect to such
        Distribution Date, the amount, if any, by which (x) the sum of (i) the aggregate
        Class Principal Amount of the Group 2 Senior Certificates, after giving effect
        to distributions on such Distribution Date, and (ii) the Class Principal
        Amount
        of the Class II-M1 Certificates immediately prior to such Distribution Date
        exceeds (y) the II-M1 Target Amount.

      


      II-M1
        Target Amount:
        With
        respect to any Distribution Date, an amount equal to the lesser of (a) the
        product of (1) approximately 70.20% and (2) the Pool Balance of Pool 2 for
        such
        Distribution Date determined as of the last day of the related Collection
        Period
        (after giving effect to any prepayments received during the related Prepayment
        Period) and (b) the amount, if any, by which (1) the Pool Balance of Pool
        2 for
        such Distribution Date determined as of the last day of the related Collection
        Period (after
        giving effect to any prepayments received during the related Prepayment Period)
        exceeds
        (2) the Pool 2 Overcollateralization Floor.

      


      II-M2
        Principal Distribution Amount:
        With
        respect to any Distribution Date on or after the Pool 2 Stepdown Date and
        as
        long as a Pool 2 Trigger Event is not in effect with respect to such
        Distribution Date, the amount, if any, by which (x) the sum of (i) the aggregate
        Class Principal Amount of the Group 2 Senior Certificates and the Class II-M1
        Certificates, in each case after giving effect to distributions on such
        Distribution Date, and (ii) the Class Principal Amount of the Class II-M2
        Certificates immediately prior to such Distribution Date exceeds (y) the
        II-M2
        Target Amount.

      


      II-M2
        Target Amount:
        With
        respect to any Distribution Date an amount equal to the lesser of (a) the
        product of (1) approximately 74.40% and (2) the Pool Balance of Pool 2 for
        such
        Distribution Date determined as of the last day of the related Collection
        Period
        (after giving effect to any prepayments received during the related Prepayment
        Period) and (b) the amount, if any, by which (1) the Pool Balance of Pool
        2 for
        such Distribution Date determined as of the last day of the related Collection
        Period (after
        giving effect to any prepayments received during the related Prepayment Period)
        exceeds
        (2) the Pool 2 Overcollateralization Floor.

      


      II-M3
        Principal Distribution Amount:
        With
        respect to any Distribution Date on or after the Pool 2 Stepdown Date and
        as
        long as a Pool 2 Trigger Event is not in effect with respect to such
        Distribution Date, the amount, if any, by which (x) the sum of (i) the aggregate
        Class Principal Amount of the Group 2 Senior Certificates, Class II-M1
        Certificates and Class II-M2 Certificates, in each case after giving effect
        to
        distributions on such Distribution Date, and (ii) the Class Principal Amount
        of
        the Class II-M3 Certificates immediately prior to such Distribution Date
        exceeds
        (y) the II-M3 Target Amount.

      



      
        
          
          

        

        
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      II-M3
        Target Amount:
        With
        respect to any Distribution Date an amount equal to the lesser of (a) the
        product of (1) approximately 76.90% and (2) the Pool Balance of Pool 2 for
        such
        Distribution Date determined as of the last day of the related Collection
        Period
        (after giving effect to any prepayments received during the related Prepayment
        Period) and (b) the amount, if any, by which (1) the Pool Balance of Pool
        2 for
        such Distribution Date determined as of the last day of the related Collection
        Period (after
        giving effect to any prepayments received during the related Prepayment
        Period)
        exceeds
        (2) the Pool 2 Overcollateralization Floor.

      


      II-M4
        Principal Distribution Amount:
        With
        respect to any Distribution Date on or after the Pool 2 Stepdown Date and
        as
        long as a Pool 2 Trigger Event is not in effect with respect to such
        Distribution Date, the amount, if any, by which (x) the sum of (i) the aggregate
        Class Principal Amount of the Group 2 Senior Certificates, Class II-M1
        Certificates, Class II-M2 Certificates and Class II-M3 Certificates, in each
        case after giving effect to distributions on such Distribution Date, and
        (ii)
        the Class Principal Amount of the Class II-M4 Certificates immediately prior
        to
        such Distribution Date exceeds (y) the II-M4 Target Amount.

      


      II-M4
        Target Amount:
        With
        respect to any Distribution Date an amount equal to the lesser of (a) the
        product of (1) approximately 83.70% and (2) the Pool Balance of Pool 2 for
        such
        Distribution Date determined as of the last day of the related Collection
        Period
        (after giving effect to any prepayments received during the related Prepayment
        Period) and (b) the amount, if any, by which (1) the Pool Balance of Pool
        2 for
        such Distribution Date determined as of the last day of the related Collection
        Period (after
        giving effect to any prepayments received during the related Prepayment Period)
        exceeds
        (2) the Pool 2 Overcollateralization Floor.

      


      II-M5
        Principal Distribution Amount:
        With
        respect to any Distribution Date on or after the Pool 2 Stepdown Date and
        as
        long as a Pool 2 Trigger Event is not in effect with respect to such
        Distribution Date, the amount, if any, by which (x) the sum of (i) the aggregate
        Class Principal Amount of the Group 2 Senior Certificates, Class II-M1
        Certificates, Class II-M2 Certificates, Class II-M3 Certificates and Class
        II-M4
        Certificates, in each case after giving effect to distributions on such
        Distribution Date, and (ii) the Class Principal Amount of the Class II-M5
        Certificates immediately prior to such Distribution Date exceeds (y) the
        II-M5
        Target Amount.

      


      II-M5
        Target Amount:
        With
        respect to any Distribution Date an amount equal to the lesser of (a) the
        product of (1) approximately 85.40% and (2) the Pool Balance of Pool 2 for
        such
        Distribution Date determined as of the last day of the related Collection
        Period
        (after giving effect to any prepayments received during the related Prepayment
        Period) and (b) the amount, if any, by which (1) the Pool Balance of Pool
        2 for
        such Distribution Date determined as of the last day of the related Collection
        Period (after
        giving effect to any prepayments received during the related Prepayment Period)
        exceeds
        (2) the Pool 2 Overcollateralization Floor.

      


      II-M6
        Principal Distribution Amount:
        With
        respect to any Distribution Date on or after the Pool 2 Stepdown Date and
        as
        long as a Pool 2 Trigger Event is not in effect with respect to such
        Distribution Date, the amount, if any, by which (x) the sum of (i) the aggregate
        Class Principal Amount of the Group 2 Senior Certificates, Class II-M1
        Certificates, Class II-M2 Certificates, Class II-M3 Certificates, Class II-M4
        Certificates and Class II-M5 Certificates, in each case after giving effect
        to
        distributions on such Distribution Date, and (ii) the Class Principal Amount
        of
        the Class II-M6 Certificates immediately prior to such Distribution Date
        exceeds
        (y) the II-M6 Target Amount.

      



      
        
          
          

        

        
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      II-M6
        Target Amount:
        With
        respect to any Distribution Date an amount equal to the lesser of (a) the
        product of (1) approximately 89.40% and (2) the Pool Balance of Pool 2 for
        such
        Distribution Date determined as of the last day of the related Collection
        Period
        (after giving effect to any prepayments received during the related Prepayment
        Period) and (b) the amount, if any, by which (1) the Pool Balance of Pool
        2 for
        such Distribution Date determined as of the last day of the related Collection
        Period (after
        giving effect to any prepayments received during the related Prepayment Period)
        exceeds
        (2) the Pool 2 Overcollateralization Floor.

      


      II-M7
        Principal Distribution Amount:
        With
        respect to any Distribution Date on or after the Pool 2 Stepdown Date and
        as
        long as a Pool 2 Trigger Event is not in effect with respect to such
        Distribution Date, the amount, if any, by which (x) the sum of (i) the aggregate
        Class Principal Amount of the Group 2 Senior Certificates, Class II-M1
        Certificates, Class II-M2 Certificates, Class II-M3 Certificates, Class II-M4
        Certificates, Class II-M5 Certificates and Class II-M6 Certificates, in each
        case after giving effect to distributions on such Distribution Date, and
        (ii)
        the Class Principal Amount of the Class II-M7 Certificates immediately prior
        to
        such Distribution Date exceeds (y) the II-M7 Target Amount.

      


      II-M7
        Target Amount:
        With
        respect to any Distribution Date an amount equal to the lesser of (a) the
        product of (1) approximately 90.70% and (2) the Pool Balance of Pool 2 for
        such
        Distribution Date determined as of the last day of the related Collection
        Period
        (after giving effect to any prepayments received during the related Prepayment
        Period) and (b) the amount, if any, by which (1) the Pool Balance of Pool
        2 for
        such Distribution Date determined as of the last day of the related Collection
        Period (after
        giving effect to any prepayments received during the related Prepayment Period)
        exceeds
        (2) the Pool 2 Overcollateralization Floor.

      


      II-M8
        Principal Distribution Amount:
        With
        respect to any Distribution Date on or after the Pool 2 Stepdown Date and
        as
        long as a Pool 2 Trigger Event is not in effect with respect to such
        Distribution Date, the amount, if any, by which (x) the sum of (i) the aggregate
        Class Principal Amount of the Group 2 Senior Certificates, Class II-M1
        Certificates, Class II-M2 Certificates, Class II-M3 Certificates, Class II-M4
        Certificates, Class II-M5 Certificates, Class II-M6 Certificates and Class
        II-M7
        Certificates, in each case after giving effect to distributions on such
        Distribution Date, and (ii) the Class Principal Amount of the Class II-M8
        Certificates immediately prior to such Distribution Date exceeds (y) the
        II-M8
        Target Amount.

      


      II-M8
        Target Amount:
        With
        respect to any Distribution Date an amount equal to the lesser of (a) the
        product of (1) approximately 93.70% and (2) the Pool Balance of Pool 2 for
        such
        Distribution Date determined as of the last day of the related Collection
        Period
        (after giving effect to any prepayments received during the related Prepayment
        Period) and (b) the amount, if any, by which (1) the Pool Balance of Pool
        2 for
        such Distribution Date determined as of the last day of the related Collection
        Period (after
        giving effect to any prepayments received during the related Prepayment Period)
        exceeds
        (2) the Pool 2 Overcollateralization Floor.

      


      II-M9
        Principal Distribution Amount:
        With
        respect to any Distribution Date on or after the Pool 2 Stepdown Date and
        as
        long as a Pool 2 Trigger Event is not in effect with respect to such
        Distribution Date, the amount, if any, by which (x) the sum of (i) the aggregate
        Class Principal Amount of the Group 2 Senior Certificates, Class II-M1
        Certificates, Class II-M2 Certificates, Class II-M3 Certificates, Class II-M4
        Certificates, Class II-M5 Certificates, Class II-M6 Certificates, Class II-M7
        Certificates and Class II-M8 Certificates, in each case after giving effect
        to
        distributions on such Distribution Date, and (ii) the Class Principal Amount
        of
        the Class II-M9 Certificates immediately prior to such Distribution Date
        exceeds
        (y) the II-M9 Target Amount.

      



      
        
          
          

        

        
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      II-M9
        Target Amount:
        With
        respect to any Distribution Date an amount equal to the lesser of (a) the
        product of (1) approximately 95.20% and (2) the Pool Balance of Pool 2 for
        such
        Distribution Date determined as of the last day of the related Collection
        Period
        (after giving effect to any prepayments received during the related Prepayment
        Period) and (b) the amount, if any, by which (1) the Pool Balance of Pool
        2 for
        such Distribution Date determined as of the last day of the related Collection
        Period (after
        giving effect to any prepayments received during the related Prepayment Period)
        exceeds
        (2) the Pool 2 Overcollateralization Floor.

      


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

      


      Initial
        LIBOR Rate:
        5.320%
        per annum.

      


      Insurance
        Fee Rate:
        With
        respect to each Mortgage Loan insured under any Bulk PMI Policy or LPMI Policy,
        the per annum rate specified in the Mortgage Loan Schedule under the field
        “Insurance Fee Rate,” plus any taxes due and payable with respect to any such
        insured Mortgage Loan where the related Mortgaged Property is located in
        the
        states of Kentucky and West Virginia, and beginning on January 1, 2007,
        Florida.

      


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

      


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

      


      Insured
        Amounts:
        with
        respect to any Distribution Date, the excess, if any of the Insured
        Distributions for such Distribution Date over the aggregate amount available
        to
        be distributed to the Holders of the Insured Certificates on such Distribution
        Date in accordance with the priorities set forth in Section 5.02 of this
        Agreement.

      



      
        
          
          

        

        
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      Insured
        Certificates:
        The
        Class I-A1-2 and Class I-A4-1 Certificates.

      


      Insured
        Distribution:
        With
        respect to the Insured Certificates, (a) for any Distribution Date, the sum
        of
        (i) the Current Interest for the related Class of Certificates for such
        Distribution Date, but excluding therefrom any Net Prepayment Interest
        Shortfalls and any Relief Act Reductions allocable to the related Class of
        Certificates on such Distribution Date, and (ii) the amount of any Pool 1
        Applied Loss Amount allocated to the related Class of Certificates on such
        Distribution Date, and (b) for the Distribution Date in July 2037, the
        Class Principal Amount of the related Class of Certificates to the extent
        unpaid
        on such Distribution Date (after giving effect to all distributions to be
        made
        on such date from sources other than the Certificate Insurance
        Policy).

      


      Interest-Only
        Certificates:
        The
        Class I-AIO and Class II-AIO Certificates.

      


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

      



      
        
          
          

        

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

      


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

      


      Late
        Payment Rate:
        As set
        forth in the Certificate Insurance Policy.

      


      Latest
        Possible Maturity Date:
        The
        Distribution Date occurring in July 2067.

      


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

      


      LIBOR:
        (a)  With respect to the first Accrual Period, the Initial LIBOR Rate.
        With respect to each subsequent Accrual Period, a per annum rate determined
        on
        the LIBOR Determination Date in the following manner by the Trustee on the
        basis
        of the “Interest Settlement Rate” set by the British Bankers’ Association (the
“BBA”) for one-month United States dollar deposits, as such rates appear on the
        Reuters screen “LIBOR01”, as of 11:00 a.m. (London time) on such LIBOR
        Determination Date.

      


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

      


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

      



      
        
          
          

        

        
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      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 of
        the Group 1 Certificates or Group 2 Certificates (other than the Class II-A2
        Certificates).

      


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

      


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

      


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

      


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

      


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

      


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

      


      Lower-Tier
        REMIC:
        Any of
        Pooling REMIC I, Pooling REMIC II, Lower-Tier REMIC I or Lower-Tier REMIC
        II.

      


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

      


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

      


      LPMI
        Policy:
        A
        Primary Mortgage Insurance Policy issued by a Qualified Insurer pursuant
        to
        which the related premium is to be paid from payments by the
        mortgagee.

      


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

      



      
        
          
          

        

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

      


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

      


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

      


      Master
        Servicing Fee Rate:
        0.00%
        per annum.

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      


      Mortgage
        Loan Schedule:
        The
        schedule attached hereto as Schedule A, which shall identify each Mortgage
        Loan,
        as such schedule may be amended from time to time to reflect the addition
        of
        Mortgage Loans to, or the deletion of Mortgage Loans from, the Trust Fund.
        Such
        schedule shall set forth, among other things, the following information with
        respect to each Mortgage Loan: (i) the Mortgage Loan identifying number;
        (ii)
        the city, state and zip code of the Mortgaged Property; (iii) the original
        principal amount of the Mortgage Loan; (iv) the Mortgage Rate at origination;
        (v) the monthly payment of principal and interest at origination; (vi) the
        Mortgage Pool in which such Mortgage Loan is included; (vii) the applicable
        Servicer servicing such Mortgage Loan and the applicable Servicing Fee Rate;
        (viii) the applicable Custodian with respect to the Mortgage File related
        to
        such Mortgage Loan; (ix) where applicable, whether such Mortgage Loan is
        covered
        by any Bulk PMI Policy or LPMI Policy and the applicable PMI Insurer and
        the
        applicable Insurance Fee Rate; and (x) 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. The Depositor shall be responsible for providing the
        Trustee
        and the Master Servicer with all amendments to the Mortgage Loan
        Schedule.

      



      
        
          
          

        

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

      


      Mortgage
        Pool:
        Either
        of Pool 1 or Pool 2.

      


      Mortgage
        Rate:
        As 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.

      


      Mortgagor:
        The
        obligor on a Mortgage Note.

      


      Net
        Funds Cap:
        The
        Pool 1 Net Funds Cap or the Pool 2 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 sum
        of
        (i) the Servicing Fee Rate for such Mortgage Loan and (ii) the Insurance
        Fee
        Rate, if applicable.

      


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

      



      
        
          
          

        

        
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      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 Group 1 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 Group 1 Swap Agreement, as calculated
        by the
        Group 1 Swap Counterparty and furnished to the Trustee.

      


      NIM
        Redemption Amount:
        Any of
        the Group I NIM Redemption Amount or Group II NIM Redemption Amount, as
        applicable.

      


      NIM
        Residual Securities:
        Any
        preference shares, ownership certificate or other residual certificates issued
        in connection with any Group 1 NIM Securities or Group 2 NIM Securities,
        as
        applicable.

      


      NIM
        Securities:
        Any net
        interest margin securities issued subsequent to the Closing Date by an owner
        trust or other special purpose entity, the principal assets of such trust
        or
        other entity includes the Class I-X, Class II-X, Class I-P and/or Class II-P
        Certificates and the payments received thereon.

      


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

      


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

      


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

      


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

      


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

      


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

      


      Notice
        of Nonpayment:
        The
        notice to be delivered by the Trustee to the Certificate Insurer with respect
        to
        any Distribution Date pursuant to Section 5.10(a), which shall be in the
        form
        attached to the Certificate Insurance Policy.

      


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

      


      Notional
        Certificate:
        Either
        of the Class I-AIO and the Class II-AIO Certificates.

      


      Offered
        Certificates:
        Collectively, the Group 1 Certificates, the Group 2 Certificates and the
        Interest-Only Certificates.

      


      Offered
        Subordinate Certificates:
        The
        Group 1 Subordinate Certificates and the Group 2 Subordinate
        Certificates.

      



      
        
          
          

        

        
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      Offering
        Document:
        The
        Prospectus.

      


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

      


      Opinion
        of Counsel:
        A
        written opinion of counsel, reasonably acceptable in form and substance to
        the
        Trustee, and 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
        Loan-to-Value Ratio:
        With
        respect to any Mortgage Loan, the ratio of the principal balance of such
        Mortgage Loan at origination, or such other date as is specified, to the
        Original Value of the related Mortgage Property.

      


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

      


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

      


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

      


      PCAOB:
        The
        Public Company Accounting Oversight Board.

      


      Percentage
        Interest:
        With
        respect to any Certificate, its percentage interest in the undivided beneficial
        ownership interest in the Trust Fund evidenced by all Certificates of the
        same
        Class as such Certificate. With respect to any Certificate other than the
        Class
        I-X, Class II-X, Class I-P, Class II-P, Class I-R, Class II-R, Class I-LT-R
        and
        Class II-LT-R Certificates, the Percentage Interest evidenced thereby shall
        equal the initial Certificate Principal Amount thereof divided by the initial
        Class Principal Amount of all Certificates of the same Class. With respect
        to
        the Class I-AIO and Class II-AIO Certificates, the Percentage Interest evidenced
        thereby shall equal the initial Notional Amount thereof divided by the initial
        Class Notional Amount thereof. With respect to the Class I-X, Class II-X,
        Class
        I-P, Class II-P, Class I-R, Class II-R, Class I-LT-R and Class II-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 any Servicing Agreement pursuant to Section 11.03(a)(ii) hereunder
        in connection with any servicing transfer or transfer of any servicing
        rights.

      



      
        
          
          

        

        
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      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:
        With
        respect to each Distribution Date and each Mortgage Loan covered by a Bulk
        PMI
        Policy or other lender-paid Primary Mortgage Insurance Policy, the product
        of
        (a) one-twelfth of the applicable Insurance Fee Rate and (b) the Scheduled
        Principal Balance of such Pool 1 Mortgage Loan as of the first day of the
        related Collection Period.

      


      PMI
        Insurer:
        Not
        applicable.

      


      Policy
        Payments Account:
        A
        separate Trust Account created and maintained by the Trustee to which payments
        under the Certificate Insurance Policy are deposited.

      


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

      


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

      


      Pool
        1
        Basis Risk Payment:
        With
        respect to any Distribution Date, an amount equal to (A) the sum of (i) any
        Basis Risk Shortfall for the Group 1 Certificates for such Distribution Date,
        (ii) any Unpaid Basis Risk Shortfall for the Group 1 Certificates from previous
        Distribution Dates and (iii) any Pool 1 Required Reserve Fund Amount for
        such
        Distribution Date less (B)(i) the amount of any Basis Risk Shortfalls and
        Unpaid
        Basis Risk Shortfalls paid to the Group 1 Senior Certificates pursuant to
        Section 5.02(h)(iv), Section 5.02(i)(vi) and Section 5.02(j)(iv). The amount
        of
        the Pool 1 Basis Risk Payment for any Distribution Date cannot exceed the
        amount
        of Pool 1 Monthly Excess Cashflow otherwise available for distribution pursuant
        to Section 5.02(j)(iv) of this Agreement. 

      


      Pool
        1
Basis
        Risk Reserve Fund:
        A fund created as part of the Trust Fund pursuant to Section 5.06 of this
        Agreement, but which is not an asset of any of the REMICs for the benefit
        of the
        Group 1 Certificates.

      


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

      



      
        
          
          

        

        
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                Distribution
                  Date

              	
                Loss
                  Percentage

              
	 	 
	
                July
                  2009 through June 2010

              	
                 

                0.55%
                  for the first month plus an additional 1/12th
                  of
                  0.85% for each month thereafter

              
	 	 
	
                July
                  2010 through June 2011

              	
                 

                1.40%
                  for the first month plus an additional 1/12th
                  of
                  1.10% for each month thereafter

              
	 	 
	
                July
                  2011 through June 2012

              	
                 

                2.50%
                  for the first month plus an additional 1/12th
                  of
                  1.05% for each month thereafter

              
	 	 
	
                July
                  2012 through June 2013

              	
                 

                3.55%
                  for the first month plus an additional 1/12th
                  of
                  0.65% for each month thereafter

              
	 	 
	
                July
                  2013 through June 2014

              	
                 

                4.20%
                  for the first month plus an additional 1/12th
                  of
                  0.10% for each month thereafter

              
	 	 
	
                July
                  2014 and thereafter

              	
                 

                4.30%

              


      

      


      


      Pool
        1
        Cut-off Date Balance:
        With
        respect to the Pool 1 Mortgage Loans in the Trust Fund on the Closing Date,
        the
        aggregate Scheduled Principal Balance of such Pool 1 Mortgage Loans as of
        the
        Cut-off Date.

      


      Pool
        1
        Delinquency Event:
        With
        respect to any Distribution Date, a Pool 1 Delinquency Event shall occur
        if the
        Pool 1 Rolling Three Month Delinquency Rate as of the last day of the
        immediately preceding month equals or exceeds 24.45%
        of the
        Pool 1 Senior Enhancement Percentage for such Distribution Date.

      


      Pool
        1
        Delinquency Rate:
        With
        respect to any calendar month, the fraction, expressed as a percentage, the
        numerator of which is the aggregate outstanding principal balance of all
        Pool 1
        Mortgage Loans which are 60 days Delinquent or more (including all foreclosures,
        bankruptcies and REO Properties) as of the close of business on the last
        day of
        such month, and the denominator of which is the Pool Balance of Pool 1 as
        of the
        close of business on the last day of such month.

      



      
        
          
          

        

        
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      Pool
        1
        Initial Optional Termination Date:
        The
        Distribution Date occurring in the month following the month in which the
        Pool
        Balance of Pool 1 initially declines to less than 10.00% of the Pool 1 Cut-off
        Date Balance.

      


      Pool
        1
        Monthly Excess Cashflow:
        For any
        Distribution Date, an amount equal to the sum of (i) the Pool 1 Monthly Excess
        Interest for such Distribution Date, (ii) the Pool 1 Overcollateralization
        Release Amount for such Distribution Date and (iii) any remaining Principal
        Distribution Amount for Pool 1 for such Distribution Date, after applying
        the
        principal payment priority set forth in Section 5.02(d)(i)(A) through (D)
        or
        Section 5.02(d)(ii)(A) through (L), as applicable.

      


      Pool
        1
        Monthly Excess Interest:
        With
        respect to any Distribution Date, the amount of any Interest Remittance Amount
        for Pool 1 remaining after application pursuant to clauses (i) through (v)
        of
        Section 5.02(b) on such date.

      


      Pool
        1
        Net Excess Spread:
        With
        respect to any Distribution Date, the fraction, expressed as a percentage,
        the
        numerator of which is equal to the product of (i) the amount, if any, by
        which
        (a) the Interest Remittance Amount for Pool 1 for such Distribution Date
        exceeds
        (b) the Current Interest payable with respect to the Group 1 Certificates
        for such Distribution Date and (ii) twelve, and the denominator of which
        is the
        Pool Balance of Pool 1 for such Distribution Date.

      


      Pool
        1
        Net Funds Cap:
        For
        each Distribution Date and the Group 1 Senior Certificates and the Class
        I-AIO
        Certificates, an annual rate equal to (x) 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 Group 1 Swap Counterparty
        Trigger Event) owed to the Group 1 Swap Counterparty for such Distribution
        Date
        and (2) 12, and the denominator of which is the Pool Balance for Pool 1 as
        of
        the first day of the related Collection Period (not including for this purpose
        Mortgage Loans for which prepayments in full have been received and distributed
        in the month prior to that Distribution Date) multiplied, except in the case
        of
        the Class I-AIO Certificates, by a fraction, the numerator of which is 30
        and
        the denominator of which is the actual number of days in the Accrual Period
        related to such Distribution Date, minus
        (y) the
        sum of (1) the product of (i) 0.07% per annum and (ii) a fraction, (a) the
        numerator of which is the Class Principal Amount of the Class I-A1-2
        Certificates without giving effect to distributions on such Distribution
        Date,
        and (b) the denominator of which is the Pool Balance for Pool 1 as of the
        first
        day of the related Collection Period (not including for this purpose Mortgage
        Loans for which prepayments in full have been received and distributed in
        the
        month prior to that Distribution Date), and (2) the product of (i) 0.13%
        per
        annum and (ii) a fraction, (a) the numerator of which is the Class Principal
        Amount of the Class I-A4-1 Certificates without giving effect to distributions
        on such Distribution Date, and (b) the denominator of which is the Pool Balance
        for Pool 1 as of the first day of the related Collection Period (not including
        for this purpose Mortgage Loans for which prepayments in full have been received
        and distributed in the month prior to that Distribution Date).

      


      Pool
        1
        Optimal Interest Remittance Amount: For each Distribution Date, the product
        of
        (A) (x) the weighted average of the Net Mortgage Rates for the Pool 1 Mortgage
        Loans as of the first day of the related Collection Period divided by (y)
        12 and
        (B) the Pool Balance of 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).

      



      
        
          
          

        

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

      


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

      


      Pool
        1
        Overcollateralization Floor:
        An
        amount equal to 0.35%
        of the
        Pool 1 Cut-off Date Balance.

      


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

      


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

      



      
        
          
          

        

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

      


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

      


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

      


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

      


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

      


      Pool
        1
        Senior Target Amount:
        With
        respect to any Distribution Date an amount equal to the lesser of (a) the
        product of (i) 71.40% and (ii) the Pool Balance of Pool 1 for such
        Distribution Date determined as of the last day of the related Collection
        Period
        and (b) the amount, if any, by which (1) the Pool Balance of Pool 1 for such
        Distribution Date determined as of the last day of the related Collection
        Period
        (after giving effect to any prepayments received during the related Prepayment
        Period) exceeds (2) the Pool 1 Overcollateralization Floor.

      



      
        
          
          

        

        
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      Pool
        1
        Senior Weighted Average Interest Rate:
        For
        each Distribution Date and the Class I-AIO Certificates, the weighted average
        of
        the Certificate Interest Rates of the Class I-A1-1, Class I-A1-2, Class I-A2,
        Class I-A3, Class I-A4-1 and Class I-A4-2 Certificates, weighted on the basis
        of
        the respective Class Principal Balance for each such Class for such Distribution
        Date.

      


      Pool
        1
        Stepdown Date:
        The
        earlier of (x) the first Distribution Date following the Distribution Date
        on
        which the Class Principal Amounts of the Group 1 Senior Certificates have
        each
        been reduced to zero or (y) the later to occur of (1) the Distribution Date
        in
        July 2010 and (2) the first Distribution Date on which the Pool 1 Senior
        Enhancement Percentage (calculated for this purpose after giving effect to
        payments or other recoveries in respect of the Pool 1 Mortgage Loans during
        the
        related Collection Period, but before giving effect to distributions on any
        related Certificate on such Distribution Date) is greater than or equal to
        28.60%.

      


      Pool
        1
        Target Amount:
        With
        respect to any Distribution Date, an amount equal to the Pool Balance for
        Pool 1
        for such Distribution Date minus
        the Pool
        1 Targeted Overcollateralization Amount for such Distribution Date.

      


      Pool
        1
        Targeted Overcollateralization Amount:
        With
        respect to any Distribution Date (x) prior to the Pool 1 Stepdown Date an
        amount equal to $26,845,849
        (i.e.,
        3.50% of the Pool 1 Cut-Off Date Balance) and (y) on or after the Pool 1
        Stepdown Date, the greater of (1) the lesser of (a) $26,845,849
        and
        (b) the product of 7.00% of the Pool Balance of Pool 1 as of the last day
        of the Collection Period and (2) the Pool 1 Overcollateralization Floor;
        provided, however, for any Distribution Date on or after the Pool 1 Stepdown
        Date and for which a Pool 1 Trigger Event is in effect, the Pool 1 Targeted
        Overcollateralization Amount will be equal to the Pool 1 Targeted
        Overcollateralization Amount in effect for the immediately preceding
        Distribution Date.

      


      Pool
        1
        Termination Event:
        As
        defined in Section 7.01(a).

      


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

      


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

      


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

      


      Pool
        2
        Basis Risk Payment:
        With
        respect to any Distribution Date, an amount equal to (A) the sum of (i) any
        Basis Risk Shortfall for the Group 2 Certificates (other than the Class II-A1
        Certificates) for such Distribution Date, (ii) any Unpaid Basis Risk Shortfall
        for the Group 2 Certificates (other than the Class II-A1 Certificates) from
        previous Distribution Dates and (iii) any Pool 2 Required Reserve Fund Amount
        for such Distribution Date less (B), solely to the extent of any interest
        rate
        shortfall for such Distribution Date on the Class II-A1 Certificates, any
        amounts received by the Trust Fund pursuant to the Balance Guaranteed Cap
        Agreement less (C), solely to the extent of any Basis Risk Shortfall for
        such
        Distribution Date or Unpaid Basis Risk Shortfalls from previous Distribution
        Dates on the Class II-A3 and Class II-A4 Certificates, any amounts received
        by
        the Trust Fund pursuant to the Group 2 Cap Agreement. The amount of the Pool
        2
        Basis Risk Payment for any Distribution Date cannot exceed the amount of
        Pool 2
        Monthly Excess Cashflow otherwise available for distribution pursuant to
        Section
        5.02(k)(iv) of this Agreement. 

      



      
        
          
          

        

        
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      Pool
        2
Basis
        Risk Reserve Fund:
        A fund created as part of the Trust
        Fund pursuant to Section 5.06 of this Agreement but which is not an asset
        of any
        of the REMICs for the benefit of the Group 2 Certificates.

      


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

       

      
        	
                Distribution
                  Date

              	
                Loss
                  Percentage

              
	
                July
                  2009 through June 2010

              	
                 

                1.55%
                  for the first month plus an additional 1/12th of 1.45% for each
                  month
                  thereafter

              
	
                July
                  2010 through June 2011

              	
                 

                3.00%
                  for the first month plus an additional 1/12th of 1.25% for each
                  month
                  thereafter

              
	
                July
                  2011 through June 2012

              	
                 

                4.25%
                  for the first month plus an additional 1/12th of 0.75% for each
                  month
                  thereafter

              
	
                July
                  2012 through June 2013

              	
                 

                5.00%
                  for the first month plus an additional 1/12th of 0.25% for each
                  month
                  thereafter

              
	
                July
                  2013 through June 2014

              	
                 

                5.25%

              
	
                July
                  2014 and thereafter

              	
                 

                1.55%
                  for the first month plus an additional 1/12th of 1.45% for each
                  month
                  thereafter

              


      

      


      



      
        
          
          

        

        
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      Pool
        2
        Cut-off Date Balance:
        With
        respect to the Pool 2 Mortgage Loans in the Trust Fund on the Closing Date,
        the
        aggregate Scheduled Principal Balance of such Pool 2 Mortgage Loans as of
        the
        Cut-off Date.

      


      Pool
        2
        Delinquency Event:
        With
        respect to any Distribution Date, a Pool 2 Delinquency Event shall occur
        if the
        Pool 2 Rolling Three Month Delinquency Rate as of the last day of the
        immediately preceding month equals or exceeds 20.50%
        of the
        Pool 2 Senior Enhancement Percentage for such Distribution Date.

      


      Pool
        2
        Delinquency Rate:
        With
        respect to any calendar month, the fraction, expressed as a percentage, the
        numerator of which is the aggregate outstanding principal balance of all
        Pool 2
        Mortgage Loans which are 60 days Delinquent or more (including all foreclosures,
        bankruptcies and REO Properties) as of the close of business on the last
        day of
        such month, and the denominator of which is the Pool Balance of Pool 2 as
        of the
        close of business on the last day of such month.

      


      Pool
        2
        Initial Optional Termination Date:
        The
        Distribution Date occurring in the month following the month in which the
        Pool
        Balance of Pool 2 initially declines to less than 10.00% of the Pool 2 Cut-off
        Date Balance.

      


      Pool
        2
        Monthly Excess Cashflow:
        For any
        Distribution Date, an amount equal to the sum of (i) the Pool 2 Monthly Excess
        Interest for such Distribution Date, (ii) the Pool 2 Overcollateralization
        Release Amount for such Distribution Date and (iii) any remaining Principal
        Distribution Amount for Pool 2 for such Distribution Date, after applying
        the
        principal payment priority set forth in Sections 5.02(e)(i)(A) through
        (C) or Sections 5.02(e)(ii)(A) through (J), as applicable.

      


      Pool
        2
        Monthly Excess Interest:
        With
        respect to any Distribution Date, the amount of any Interest Remittance Amount
        for Pool 2 remaining after application pursuant to clauses (i) through (iii)
        of
        Section 5.02(c) on such date.

      


      Pool
        2
        Net Excess Spread:
        With
        respect to any Distribution Date, the fraction, expressed as a percentage,
        the
        numerator of which is equal to the product of (i) the amount, if any, by
        which
        (a) the Interest Remittance Amount for Pool 2 for such Distribution Date
        exceeds
        (b) the Current Interest payable with respect to the Group 2 Certificates
        for
        such Distribution Date and (ii) twelve, and the denominator of which is the
        Pool
        Balance of Pool 2 for such Distribution Date.

      


      Pool
        2
        Net Funds Cap:
        For
        each Distribution Date and the Group 2 Certificates (other than the Class
        II-A1 Certificates) and the Class II-AIO Certificates, an annual rate equal
        to a
        fraction, expressed as a percentage, (a) the numerator of which is the
        product of the Pool 2 Optimal Interest Remittance Amount for such
        Distribution Date and (2) 12, and (b) the denominator of which is the Pool
        Balance for Pool 2 as of the first day of the related Collection Period
        (not including for this purpose Mortgage Loans for which prepayments in full
        have been received and distributed in the month prior to that Distribution
        Date), multiplied, except in the case of the Class II-A2 and
        Class II-AIO Certificates, by a fraction, the numerator of which is 30 and
        the denominator of which is the actual number of days in the Accrual Period
        related to such Distribution Date.

      



      
        
          
          

        

        
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      Pool
        2
        Optimal Interest Remittance Amount:
        For
        each Distribution Date, (1) the product of (A)(x) the weighted average of
        the Net Mortgage Rates for the Pool 2 Mortgage Loans as of the first day
        of the
        related Collection Period, divided
        by
        (y) 12
        and (B) the Pool Balance of 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), minus
        (2) the
        Balance Guaranteed Cap Fee.

      


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

      


      Pool
        2
        Overcollateralization Deficiency:
        With
        respect to any Distribution Date, the amount, if any, by which (x) the Pool
        2
        Targeted Overcollateralization Amount for such Distribution Date exceeds
        (y) the
        Pool 2 Overcollateralization Amount for such Distribution Date, calculated
        for
        this purpose after giving effect to the reduction on such Distribution Date
        of
        the aggregate Certificate Principal Amount of the Group 2 Certificates resulting
        from the distribution of the Principal Distribution Amount for Pool 2 on
        such
        Distribution Date, but prior to allocation of any Pool 2 Applied Loss Amount
        on
        such Distribution Date to the Group 2 Certificates.

      


      Pool
        2
        Overcollateralization Floor:
        An
        amount equal to 0.35%
        of the
        Pool 2 Cut-off Date Balance.

      


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

      


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

      



      
        
          
          

        

        
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      Pool
        2 REMIC Net Funds Cap:
        With respect to any Distribution Date (and the related Accrual Period) and
        any
        Class of Certificates, an amount equal to (i) the weighted average of the
        interest rates on the regular interests in Lower-Tier REMIC II (other than
        any
        interest-only interest), weighted in proportion to their Class Principal
        Amounts
        as of the beginning of the related Accrual Period and determined by reducing
        the
        interest rate of the Class LT2-II-A1 Interest by a per annum rate of 0.16%,
        multiplied by (ii) the quotient of (a) 30 divided by (b) the actual number
        of
        days in the Accrual Period.

      


      Pool
        2
        Required Reserve Fund Amount:
        With
        respect to any Distribution Date on which the Pool 2 Net Excess Spread is
        less
        than 0.25%, the amount, if any by which (a) the product of 1.00% and the
        aggregate Class
        Principal Amount of the Group 2 Certificates immediately prior to such
        Distribution Date
        exceeds
        (b) the amount on deposit in the Pool 2 Basis Risk Reserve Fund immediately
        prior to such date. With respect to any Distribution Date on which the Pool
        2
        Net Excess Spread is equal to or greater than 0.25%, the amount, if any,
        by
        which $1,000 exceeds the amount on deposit in the Pool 2 Basis Risk Reserve
        Fund
        immediately prior to such date; provided,
        however,
        that on
        any Distribution Date on which the Class Principal Amounts of each Class
        of
        Group 2 Certificates
        has
        been
        reduced to zero, the Pool 2 Required Reserve Fund Amount shall be
        zero.

      


      Pool
        2
        Rolling Three Month Delinquency Rate:
        With
        respect to any Distribution Date and Pool 2, the fraction, expressed as a
        percentage, equal to the average of the Pool 2 Delinquency Rates for each
        of the
        three (or one and two, in the case of the first and second Distribution Dates,
        respectively) immediately preceding calendar months.

      


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

      


      Pool
        2
        Senior Principal Distribution Amount:
        With
        respect to any Distribution Date and Pool 2 (a) prior to the Pool 2
        Stepdown Date or if a Pool 2 Trigger Event is
        in effect with
        respect to such Distribution Date, an amount equal to 100% of the Principal
        Distribution Amount for Pool 2 and (b) on or after the Pool 2 Stepdown Date
        and as long as a Pool 2 Trigger Event is
        not in effect with
        respect to such Distribution Date, the amount, if any, by which (x) the
        aggregate Class Principal Amount of the Group 2 Senior Certificates immediately
        prior to such Distribution Date exceeds (y) the Pool 2 Senior Target
        Amount.

      



      
        
          
          

        

        
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      Pool
        2
        Senior Target Amount:
        With
        respect to any Distribution Date an amount equal to the lesser of (a) the
        product of (i) 65.50% and (ii) the Pool Balance of Pool 2 for such
        Distribution Date determined as of the last day of the related Collection
        Period
        and (b) the amount, if any, by which (1) the Pool Balance of Pool 2 for
        such Distribution Date determined as of the last day of the related Collection
        Period (after giving effect to any prepayments received during the related
        Prepayment Period) exceeds (2) the Pool 2 Overcollateralization
        Floor.

      


      Pool
        2
        Senior Weighted Average Interest Rate:
        For
        each Distribution Date and the Class II-AIO Certificates, the weighted average
        of the Certificate Interest Rates of the Class II-A1, Class II-A2, Class
        II-A3
        and Class II-A4 Certificates, weighted on the basis of the respective Class
        Principal Balance for each such Class for such Distribution Date.

      


      Pool
        2
        Stepdown Date:
        The
        earlier of (x) the first Distribution Date following the Distribution Date
        on
        which the Class Principal Amounts of the Group 2 Senior Certificates have
        each
        been reduced to zero or (y) the later to occur of (1) the Distribution Date
        in
        July 2010 and (2) the first Distribution Date on which the Pool 2 Senior
        Enhancement Percentage (calculated for this purpose after giving effect to
        payments or other recoveries in respect of the Pool 2 Mortgage Loans during
        the
        related Collection Period, but before giving effect to distributions on any
        related Certificate on such Distribution Date) is greater than or equal to
        34.50%.

      


      Pool
        2
        Target Amount:
        With
        respect to any Distribution Date, an amount equal to the Pool Balance for
        Pool 2 for such Distribution Date minus
        the
        Pool 2 Targeted Overcollateralization Amount for such Distribution
        Date.

      


      Pool
        2
        Targeted Overcollateralization Amount:
        With
        respect to any Distribution Date (x) prior to the Pool 2 Stepdown Date an
        amount
        equal to $5,509,670
        (i.e.,
        2.40% of the Pool 2 Cut-Off Date Balance) and (y) for any Distribution Date
        on
        or after the Pool 2 Stepdown Date, the greater of (1) the lesser of (a)
        $5,509,670
        and (b)
        the product of 4.80% of the Pool Balance of Pool 2 as of the last day of
        the
        Collection Period and (2) the Pool 2 Overcollateralization Floor; provided,
        however, for any Distribution Date on or after the Pool 2 Stepdown Date and
        for
        which a Pool 2 Trigger Event is in effect, the Pool 2 Targeted
        Overcollateralization Amount will be equal to the Pool 2 Targeted
        Overcollateralization Amount in effect for the immediately preceding
        Distribution Date.

      


      Pool
        2
        Termination Event:
        As
        defined in Section 7.01(a).

      


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

      


      Pool
        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 Loan Balance
        for such date.

      



      
        
          
          

        

        
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      Pooling
        REMIC I Regular Interests:
        Lower-Tier Interests in Pooling REMIC I, as described in the Preliminary
        Statement.

      


      Pooling
        REMIC II Regular Interests:
        Lower-Tier Interests in Pooling REMIC II, as described in the Preliminary
        Statement.

      


      Pooling
        REMIC Regular Interests:
        Either the Pooling REMIC I Regular Interests or the Pooling REMIC II Regular
        Interests, as applicable.

      


      Preference
        Amount:
        Any
        payment of principal or interest previously distributed to a Holder on an
        Insured Certificate, which would have been covered under the Certificate
        Insurance Policy as an Insured Amount, which has been deemed a preferential
        transfer and was previously recovered from its owner pursuant to the Bankruptcy
        Code in accordance with a final, non-appealable order a court of competent
        jurisdiction.

      


      Premium
        Percentage:
        The
        premium rate applicable under the Certificate Insurance Policy equal to (a)
        in
        the case of the Class I-A1-2 Certificates, a per annum rate of 0.07% and
        (b) in
        the case of the Class I-A4-1 Certificates, a per annum rate of
        0.13%.

      


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

      


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

      


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

      



      
        
          
          

        

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

      


      Primary
        Mortgage Insurance Policy:
        Any
        mortgage guaranty insurance, if any, on an individual Mortgage Loan, including
        any Bulk PMI Policy or any LMPI Policy, as evidenced by a policy or certificate,
        whether such policy is obtained by the originator, the lender, the borrower
        or
        the Seller on behalf of the Trust Fund.

      


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

      


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

      


      Principal
        Remittance Amount:
        With
        respect to any Distribution Date and each Mortgage Pool, (a) the sum of (i)
        all
        principal collected (other than in connection with Payaheads and Prepayment
        Premiums) or advanced in respect of Scheduled Payments on the Mortgage Loans
        in
        such Mortgage Pool during the related Collection Period whether by the
        applicable Servicer, the Master Servicer or the Trustee (solely in its capacity
        as successor master servicer) (less unreimbursed Advances due to the Master
        Servicer, any Servicer, or the Trustee, in its capacity as successor master
        servicer, with respect to the related Mortgage Loans) to the extent allocable
        to
        principal, (ii) all Principal Prepayments in full or in part received during
        the
        related Prepayment Period with respect to the Mortgage Loans in such Mortgage
        Pool (or in the case of Mortgage Loans serviced by Aurora, the related
        Collection Period), (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 or the related Transferor during the related
        Prepayment Period (or in the case of Mortgage Loans serviced by Aurora, the
        related Collection Period), or the NIMS Insurer (in the case of certain Mortgage
        Loans 90 days or more delinquent) from such Mortgage Pool, (iv) the portion
        of
        the Purchase Price (or FPD Purchase Price (excluding any FPD Premium) payable
        with respect to a First Payment Default Mortgage Loan), or the portion of
        any
        Substitution Amount paid with respect to any Deleted Mortgage Loan in such
        Mortgage Pool during the related Prepayment Period (or in the case of Mortgage
        Loans serviced by Aurora, the related Collection Period) allocable to principal,
        and (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 (or in the case of
        Mortgage Loans serviced by Aurora, the related Collection Period), to the
        extent
        allocable to principal, as reduced by (b) to the extent not reimbursed from
        the
        Interest Remittance Amount, other
        costs, expenses or liabilities reimbursable to the Trustee, the Master Servicer
        and each Servicer to the extent provided in this Agreement and each Servicing
        Agreement, and to the Custodian pursuant to the Custodial Agreement;
provided,
        however,
        in the case of the Trustee such reimbursement may not exceed the Applicable
        Maximum Reimbursement Amount. In the event the Trustee incurs reimbursable
        amounts in excess of the Applicable Maximum Reimbursement Amount, it may
        seek
        reimbursement for such amounts in subsequent Anniversary Years, but in no
        event
        shall more than the Applicable Maximum Reimbursement Amount be reimbursed
        to the
        Trustee per Anniversary Year. Notwithstanding the foregoing, costs and expenses
        incurred by the Trustee pursuant to Section 6.14(a) in connection with any
        transfer of servicing shall be excluded in determining the Applicable Maximum
        Reimbursement Amount limitation on reimbursable amounts per Anniversary Year.
        Notwithstanding
        the foregoing, costs and expenses incurred by the Trustee pursuant to Section
        6.14(a) in connection with any transfer of servicing shall be excluded in
        determining the Applicable Maximum Reimbursement Amount limitation on
        reimbursable amounts per Anniversary Year. For
        the avoidance of doubt, in the case of Pool 1, (i) the Principal Remittance
        Amount available on each Swap Payment Date for distributions to the Group
        1 Swap
        Account shall be equal to the Principal Remittance Amount on the related
        Distribution Date for the applicable Mortgage Pool and (ii) the Principal
        Remittance Amount for each Distribution Date shall be calculated without
        regard
        to any distributions to the Group 1 Swap Account on the related Swap Payment
        Date.

      



      
        
          
          

        

        
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      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.

      


      Prospectus:
        The
        prospectus supplement dated June 29, 2007, together with the accompanying
        prospectus dated May 22, 2007, relating to the Offered
        Certificates.

      


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

      



      
        
          
          

        

        
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      QIB:
        As
        defined in Section 3.03(c).

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      



      
        
          
          

        

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

      


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

      



      
        
          
          

        

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

      


      Record
        Date:
        With
        respect to the Offered Certificates (other than the Class II-AIO and Class
        II-A2
        Certificates) and any Distribution Date, the close of business on the Business
        Day immediately preceding such Distribution Date. With respect to the Class
        II-AIO, Class II-A2, Class I-P, Class II-P, Class I-X, Class II-X, Class
        I-LT-R,
        Class II-LT-R, Class I-R and Class II-R Certificates and any Distribution
        Date,
        the last Business Day of the month immediately preceding the month in which
        the
        Distribution Date occurs.

      


      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:
        Not
        applicable.

      


      Regulation
        S Global Security:
        Not
        applicable.

      


      Reimbursement
        Amounts:
        As to
        any Distribution Date, the sum of (i) all Insured Amounts paid by the
        Certificate Insurer, but for which the Certificate Insurer has not been
        reimbursed prior to such Distribution Date pursuant to Section 5.02, plus
        (ii)
        interest accrued on such Insured Amounts not previously repaid calculated
        at the
        Late Payment Rate from the date the Trustee received the related Insured
        Amounts.

      


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

      


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

      


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

      



      
        
          
          

        

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

      


      REMIC
        Maximum Rate:
        In the
        case of a Group 1 Certificate, the Pool 1 REMIC Net Funds Cap, and in the
        case
        of a Group 2 Certificate, the Pool 2 REMIC Net Funds Cap.

      


      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 Group 1 Swap
        Agreement for such Distribution Date, as set forth in Annex C to the Prospectus
        Supplement, (ii) 2, and (iii) the quotient of (a) the actual number of days
        in the related Accrual Period divided by (b) 30.

      


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

      


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

      


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

      


      Residual
        Certificates:
        The
        Class I-LT-R, Class II-LT-R, Class I-R and Class II-R Certificates.

      


      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 I-P, Class II-P, Class I-X, Class II-X, Class I-LT-R, Class II-LT-R,
        Class
        I-R or Class II-R Certificate.

      


      Restricted
        Global Security:
        Not
        Applicable.

      


      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).

      



      
        
          
          

        

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

      


      Scheduled
        Notional Amount:
        For
        each Distribution Date and the Swap Agreement, the amount set forth in Exhibit
        N-1 for the related Distribution Date. The initial Scheduled Notional Amount
        on
        August 2007 with respect to the Swap Agreement will be $634,080,274.
        For
        each Distribution Date and the Group 1 Cap Agreement, the amount set forth
        in
        Exhibit N-2 for the related Distribution Date. The initial Scheduled Notional
        Amount on July 2008 with respect to the Group 1 Cap Agreement will be
        $32,609,513.
        For
        each Distribution Date and the Balance Guaranteed Cap Agreement, the amount
        equal to the Class Principal Amount of the Class II-A1 Certificates for such
        Distribution Date. For each Distribution Date and the Group 2 Cap Agreement,
        the
        amount set forth in Exhibit N-4 for the related Distribution Date. The initial
        Scheduled Notional Amount on August 2007 with respect to the Group 2 Cap
        Agreement will be $61,974,287.

      


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

      


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

      


      Section
        7.01(d) Purchase Event:
        Any of
        (i) the purchase of all the Pooling REMIC I Regular Interests, (ii) the purchase
        of all of the Pooling REMIC II Regular Interests or (iii) the purchase of
        the
        Pooling REMIC I Regular Interests and the Pooling REMIC II 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.

      



      
        
          
          

        

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

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      



      
        
          
          

        

        
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      Sponsor:
        Lehman
        Brothers Holdings Inc.

      


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

      


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

      


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

      


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

      


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

      


      Supplemental
        Interest Trust:
        The
        corpus of a trust created pursuant to Section 5.07 of this Agreement and
        designated as the “Supplemental Interest Trust,” consisting of the Group 1 Swap
        Agreement, the Group 1 Swap Account, the Group 1 Collateral Account and the
        Class I interest in Upper-Tier REMIC I and the right to receive Class I
        Shortfalls.

      


      Swap
        Default:
        Any of
        the circumstances constituting an “Event of Default” under the Group 1 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 Group 1 Swap Agreement) for the related
        Swap Payment Date, as calculated by the Group 1 Swap Counterparty and furnished
        to the Trustee, (ii) two, and (iii) the quotient of (a) the actual number
        of
        days in the Accrual Period for the LIBOR Certificates and (b) 30.

      



      
        
          
          

        

        
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      Swap
        Payment Date:
        For so
        long as the Group 1 Swap Agreement is in effect or any amounts remain unpaid
        thereunder, the Business Day prior to each Distribution Date.

      


      Swap
        Termination Payment:
        Upon
        the designation of an “Early Termination Date” as defined in the Group 1 Swap
        Agreement, the payment required to be made by the Supplemental Interest Trust
        to
        the Group 1 Swap Counterparty, or by the Group 1 Swap Counterparty to the
        Supplemental Interest Trust, as applicable, pursuant to the terms of the
        Group 1
        Swap Agreement, and any unpaid amounts due on previous Swap Payment Dates
        and
        accrued interest thereon as provided in the Group 1 Swap Agreement, as
        calculated by the Group 1 Swap Counterparty and furnished to the
        Trustee.

      


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

      


      Termination
        Event:
        As
        defined in the Group 1 Swap Agreement.

      


      Termination
        Price:
        As
        defined in Section 7.01.

      


      Threshold
        Calculation:
        Not
        applicable.

      


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

      


      Total
        Distribution Amount:
        With
        respect to any Distribution Date and Pool 1, the sum of (i) the Interest
        Remittance Amount for Pool 1 for such date; (ii) the Principal Remittance
        Amount
        for Pool 1 for such date; and (iii) the Prepayment Premiums with respect
        to Pool
        1. With respect to any Distribution Date and Pool 2, the sum of (i) the Interest
        Remittance Amount for Pool 2 for such date; (ii) the Principal Remittance
        Amount
        for Pool 2 for such date; and (iii) the Prepayment Premiums with respect
        to Pool
        2.

      


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

      


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

      


      Trust
        Fund:
        The
        corpus of the Lehman XS Trust 2007-10H created pursuant to this Agreement,
        consisting of the Mortgage Loans, the assignment of the Depositor’s rights under
        the Transfer Agreements, the Mortgage Loan Sale Agreement, each Servicing
        Agreement, the Balance Guaranteed Cap Agreement and all amounts received
        from
        the Balance Guaranteed Cap Counterparty thereunder, and the Group 2 Cap
        Agreement and all amounts received thereunder, such amounts as shall from
        time
        to time be held in the Pool 1 Basis Risk Reserve Fund and the Pool 2 Basis
        Risk
        Reserve Fund, the Collection Account, the Certificate Account, any Custodial
        Account and any Escrow Account, the Insurance Policies (or coverage thereunder),
        any REO Property and the other items referred to in, and conveyed to the
        Trustee
        under, Section 2.01(a).

      


      Trust
        Fund Termination Event:
        The
        later to occur of the Pool 1 Termination Event or Pool 2 Termination
        Event.

      



      
        
          
          

        

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

      


      Trustee
        Fee:
        As to
        any Distribution Date, any investment earnings from amounts on deposit in
        the
        Certificate Account.

      


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

      


      Underwriter:
        Lehman
        Brothers Inc.

      


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

      


      Unpaid
        Basis Risk Shortfall:
        With
        respect to any Distribution Date and any Class of Offered Certificates (other
        than the Class I-AIO, Class II-A1 and Class II-AIO Certificates), the aggregate
        of all Basis Risk Shortfalls with respect to such Class remaining unpaid
        from
        previous Distribution Dates, plus interest accrued thereon at the applicable
        Certificate Interest Rate computed without regard to the applicable Net Funds
        Cap.

      


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

      


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

      


      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, 92% of all Voting Interests shall
        be
        allocated to the Offered Certificates (other than the Interest-Only
        Certificates). Such Voting Interests shall be allocated among the Offered
        Certificates (and among the Certificates within each such Class) in proportion
        to their Class Principal Amounts (or Certificate Principal Amounts);
provided,
        however,
        that
        for so long as there does not exist a Certificate Insurer Default, the
        Certificate Insurer shall have the right to exercise all rights, including
        voting rights, of the Holders of the Insured Certificates hereunder without
        any
        consent of such Holders, and such Holders may exercise such rights only with
        the
        prior written consent of the Certificate Insurer, except as otherwise provided
        herein. At all times during the term of this Agreement, 1% of all Voting
        Interests shall be allocated to each of the Class I-AIO, Class II-AIO, Class
        I-P, Class II-P, Class I-R and Class II-R Certificates, while they remain
        outstanding. At all times during the term of this Agreement, 1% of all Voting
        Interests shall be allocated to the Class I-X Certificates, while they remain
        outstanding. At all times during the term of this Agreement, 1% of all Voting
        Interests shall be allocated to the Class II-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
        Pooling REMIC I Regular Interests pursuant to a Section 7.01(d) Purchase
        Event,
        the LTURI-holder shall be allocated 100% of the Voting Interests of the Group
        1
        Certificates, Class I-P Certificates, Class I-X Certificates, and Class I-R
        Certificates and the I-CX and I-SX Component and upon such purchase any
        provision in this agreement which requires a vote by, a direction or notice
        given by, an action taken by, a request in writing by or the consent of any
        percentage of the Holders of any Class of such Certificates may be exercised
        by
        the LTURI-holder. In the case of the purchase by the Master Servicer of the
        Pooling REMIC II Regular Interests pursuant to a Section 7.01(d) Purchase
        Event,
        the LTURI-holder shall be allocated 100% of the Voting Interests of the Group
        2
        Certificates, Class II-P Certificates, Class II-X Certificates and Class
        II-R
        Certificates and upon such purchase any provision in this agreement which
        requires a vote by, a direction or notice given by, an action taken by, a
        request in writing by or the consent of any percentage of the Holders of
        any
        Class of such Certificates may be exercised by the LTURI-holder. In the case
        of
        the purchase by the Master Servicer of the Pooling REMIC I Regular Interests
        and
        the Pooling REMIC II Regular Interests pursuant to a Section 7.01(d) Purchase
        Event, the LTURI-holder shall be allocated 100% of the Voting Interests and
        upon
        such purchase any provision in this agreement which requires a vote by, a
        direction or notice given by, an action taken by, a request in writing by
        or the
        consent of any percentage of the Holders of any Class of Certificates may
        be
        exercised by the LTURI-holder.

      



      
        
          
          

        

        
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      Section
        1.02. Calculations
        Respecting Mortgage Loans. 

      


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

      


      Section
        1.03. Calculations
        Respecting Accrued Interest.  

      


      Accrued
        interest, if any, on the LIBOR Certificates, shall be calculated based upon
        a
        360-day year and the actual number of days in each Accrual Period. Accrued
        interest on the Class I-AIO, Class II-AIO, Class II-A2, Class I-X and Class
        II-X
        Certificates and each Lower-Tier Interest shall be calculated based upon
        a
        360-day year consisting of twelve 30-day months.

      


      ARTICLE
        II

      


      DECLARATION
        OF TRUST;

      ISSUANCE
        OF CERTIFICATES

      


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

      


      (a)
         Concurrently
        with the execution and delivery of this Agreement, the Depositor does hereby
        transfer, assign, set over, deposit with and otherwise convey to the Trustee,
        without recourse, subject to Sections 2.02, 2.04, 2.05 and 2.06, in trust,
        all
        the right, title and interest of the Depositor in and to the Mortgage Loans.
        Such conveyance includes, without limitation, the right to all payments of
        principal and interest received on or with respect to the Mortgage Loans
        on and
        after the Cut-off Date (other than payments of principal and interest due
        on or
        before such date), and all such payments due after such date but received
        prior
        to such date and intended by the related Mortgagors to be applied after such
        date together with all of the Depositor’s right, title and interest in and to
        the Collection Account and all amounts from time to time credited to and
        the
        proceeds of the Collection Account, the Certificate Account and all amounts
        from
        time to time credited to and the proceeds of the Certificate Account (exclusive
        of investment earnings thereon), any Custodial Accounts and all amounts from
        time to time credited to and the proceeds of the Custodial Accounts, any
        Escrow
        Account established pursuant to Section 9.06, the Pool 1 Basis Risk Reserve
        Fund
        and the Pool 2 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 (or rights to proceeds or payment under any Insurance
        Policies) related to the Mortgage Loans, the Depositor’s security interest in
        any collateral pledged to secure the Mortgage Loans, including the Mortgaged
        Properties, and any proceeds of the foregoing, to have and to hold (or a
        Custodian on its behalf), in trust; and the Trustee declares that, subject
        to
        the review provided for in Section 2.02, it has received and shall hold the
        Trust Fund, as trustee, in trust, for the benefit and use of the Holders
        and the
        Certificate Insurer 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.

      



      
        
          
          

        

        
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      Concurrently
        with the execution of this Agreement, the Group 1 Swap Agreement and the
        Group 1
        Cap Agreement shall be delivered to the Trustee. In connection therewith,
        the
        Depositor hereby authorizes and directs the Trustee (solely in its capacity
        as
        trustee of the Supplemental Interest Trust) to execute and deliver the Group
        1
        Swap Agreement and the Group 1 Cap Agreement (on behalf of the Supplemental
        Interest Trust), in trust for the benefit of the Holders of the Group 1 Senior
        Certificates. The Seller, the Master Servicer, the Depositor, the Servicer
        and
        the Holders of the Group 1 Senior Certificates (by their acceptance of such
        Certificates) acknowledge and agree that the Trustee is executing and delivering
        the Group 1 Swap Agreement and the Group 1 Cap Agreement solely in its capacity
        as trustee of the Supplemental Interest Trust, and not in its individual
        capacity. The Depositor hereby authorizes and directs the Trustee, in its
        capacity as trustee of the Supplemental Interest Trust, to represent in the
        Group 1 Swap Agreement that it is not required by any applicable law of any
        relevant jurisdiction to make any deduction or withholding for or on account
        of
        any tax from Net Swap Payment.

      


      The
        Trustee shall have no duty or responsibility to enter into any other interest
        rate swap agreement or interest rate cap agreement upon the expiration or
        termination of the Group 1 Swap Agreement and the Group 1 Cap
        Agreement.

      


      Concurrently
        with the execution of this Agreement, the Balance Guaranteed 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 Balance Guaranteed Cap Agreement for
        the
        benefit of the Class II-A1 Certificateholders. The Seller, the Master Servicer,
        the Depositor, the Servicers and the Class II-A1 Certificateholders (by their
        acceptance of such Certificates) acknowledge and agree that the Trustee is
        executing and delivering the Balance Guaranteed Cap Agreement solely in its
        capacity as Trustee of the Trust Fund and not in its individual capacity.
        The
        Trustee shall have no duty or responsibility to enter into any other interest
        rate cap agreement upon the expiration or termination of the Balance Guaranteed
        Cap Agreement.

      



      
        
          
          

        

        
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      Concurrently
        with the execution of this Agreement, the Group 2 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 Group 2 Cap Agreement for the benefit
        of
        the Class II-A3 and Class II-A4 Certificateholders. The Seller, the Master
        Servicer, the Depositor, the Servicers and the Class II-A3 and Class II-A4
        Certificateholders (by their acceptance of such Certificates) acknowledge
        and
        agree that the Trustee is executing and delivering the Group 2 Cap Agreement
        solely in its capacity as Trustee of the Trust Fund and not in its individual
        capacity. The Trustee shall have no duty or responsibility to enter into
        any
        other interest rate cap agreement upon the expiration or termination of the
        Group 2 Cap Agreement.

      


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

      


      Concurrently
        with the execution of this Agreement, the Certificate Insurance Policy shall
        be
        delivered to the Trustee.

      


      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 obligations of the Depositor, the Seller or any other Person in connection
        with the Mortgage Loans.

      


      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.

      



      
        
          
          

        

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

      


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

      


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

      


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

      


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

      


      (v)
         with
        respect to each Non-MERS Mortgage Loan, an original Assignment of Mortgage,
        in
        form and substance acceptable for recording. The related Mortgage shall be
        assigned either (A) in blank, without recourse or (B) to “LaSalle Bank National
        Association, as Trustee of the Lehman
        XS Trust
        Mortgage
        Pass-Through Certificates, Series 2007-10H,” without recourse;

      



      
        
          
          

        

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

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      



      
        
          
          

        

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

      


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

      


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

      


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

      


      (g)
         The
        trust
        created hereunder is hereby named “Lehman XS Trust 2007-10H.”

      


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

      



      
        
          
          

        

        
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      (b)
         Within
        45
        days after the Closing Date, the Trustee or the applicable Custodian on behalf
        of the Trustee, will, for the benefit of the Holders 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, the Certificate Insurer
        (solely with respect to the Pool 1 Mortgage Loans) and any NIMS Insurer an
        Interim Certification in the form annexed hereto as Exhibit B-2 (or in the
        form
        annexed to the applicable Custodial Agreement as Exhibit B-2, as applicable)
        to
        the effect that, as to each Mortgage Loan listed in the Mortgage Loan Schedule
        (other than any Mortgage Loan prepaid in full or any Mortgage Loan specifically
        identified in such certification as not covered by such certification), (i)
        all
        of the applicable documents specified in Section 2.01(b) are in its possession
        and (ii) such documents have been reviewed by it and appear to relate to
        such
        Mortgage Loan. The Trustee, or the applicable Custodian on behalf of the
        Trustee, shall determine whether such documents are executed and endorsed,
        but
        shall be under no duty or obligation to inspect, review or examine any such
        documents, instruments, certificates or other papers to determine that the
        same
        are valid, binding, legally effective, properly endorsed, genuine, enforceable
        or appropriate for the represented purpose or that they have actually been
        recorded or are in recordable form or that they are other than what they
        purport
        to be on their face. Neither the Trustee nor any applicable Custodian shall
        have
        any responsibility for verifying the genuineness or the legal effectiveness
        of
        or authority for any signatures of or on behalf of any party or
        endorser.

      


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

      



      
        
          
          

        

        
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      (d)
         Within
        180 days following the Closing Date, the Trustee, or the applicable Custodian,
        shall deliver to the Trustee, the Depositor, the Master Servicer, the
        Certificate Insurer (solely with respect to the Pool 1 Mortgage Loans) and
        any
        NIMS Insurer a Final Certification substantially in the form attached as
        Exhibit
        B-3 (or in the form annexed to the applicable Custodial Agreement as Exhibit
        B-3, as applicable) evidencing the completeness of the Mortgage Files in
        its
        possession or control, with any exceptions noted thereto.

      


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

      


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

      


      (g)
         Upon
        execution of this Agreement, the Depositor hereby delivers to the Trustee
        and
        the Trustee acknowledges a receipt of the Mortgage Loan Sale Agreement, each
        Servicing Agreement and the Bulk PMI Policies (or coverage thereunder). 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 Bulk PMI Policies, if applicable, and each Servicing
        Agreement to which the Trustee is a party.

      


      Section
        2.03. Representations
        and Warranties of the Depositor.  

      


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

      


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

      


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

      



      
        
          
          

        

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

      


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

      


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

      


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

      



      
        
          
          

        

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

      


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

      



      
        
          
          

        

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

      


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

      


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

      



      
        
          
          

        

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

      


      Section
        2.06. Grant
        Clause.  

      


      (a)
         It
        is
        intended that the conveyance of the Depositor’s right, title and interest in and
        to property constituting the Trust Fund pursuant to this Agreement shall
        constitute, and shall be construed as, a sale of such property and not a
        grant
        of a security interest to secure a loan. However, if such conveyance is deemed
        to be in respect of a loan, it is intended that: (1) the rights and obligations
        of the parties shall be established pursuant to the terms of this Agreement;
        (2)
        the Depositor hereby grants to the Trustee for the benefit of the Holders
        of the
        Certificates and the Certificate Insurer a first priority security interest
        to
        secure repayment of an obligation in an amount equal to the aggregate Class
        Principal Amount of the Certificates (or the aggregate principal balance
        of the
        Pooling REMIC I Regular Interests or Pooling REMIC II Regular Interests,
        as
        applicable) in all of the Depositor’s right, title and interest in, to and
        under, whether now owned or hereafter acquired, the Trust Fund and the
        Supplemental Interest Trust and all proceeds of any and all property
        constituting the Trust Fund and the Supplemental Interest Trust to secure
        payment of the Certificates (or Pooling REMIC I Regular Interests or Pooling
        REMIC II 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 Group 1
        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 Group 1 Swap Counterparty’s right to payment under the Group 1
        Swap Agreement (such security interest being pari
        passu
        with the
        security interest as provided in clause (2) above). If such conveyance is
        deemed
        to be in respect of a loan and the trust created by this Agreement terminates
        prior to the satisfaction of the claims of any Person holding any Certificate
        or
        Pooling REMIC I Regular Interests or Pooling REMIC II 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 Notional Amount, as applicable, or in the Percentage Interests,
        specified herein. Each Class of Book-Entry Certificates will be issued in
        the
        minimum denominations in Certificate Principal Amount (or Notional Amount)
        or
        Percentage Interests specified in the Preliminary Statement hereto and in
        integral multiples of $1 in excess thereof. The Class I-P, Class II-P, Class
        I-X
        and Class II-X Certificates shall each be maintained in definitive, fully
        registered form in the minimum denomination specified in the Preliminary
        Statement hereto and integral multiples of 1.00% in excess thereof. Each
        of the
        Class I-LT-R, Class II-LT-R, Class I-R and Class II-R Certificates shall
        be
        issued as a single Certificate and maintained in definitive, fully registered
        form in a minimum denomination equal to 100% of the Percentage Interest of
        such
        Class. The Certificates may be issued in the form of typewritten
        certificates.

      



      
        
          
          

        

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

      


      Section
        3.02. Registration.  

      


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

      


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

      



      
        
          
          

        

        
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      Section
        3.03. Transfer
        and Exchange of Certificates.  

      


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

      


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

      


      (c)
         By
        acceptance of a Restricted Certificate, 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. 

      


      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:

      


      (A)
         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

      



      
        
          
          

        

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

      


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

      


      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.

      


      (i)
         No
        transfer of an ERISA-Restricted Trust Certificate shall be made prior to
        the
        termination of the Group 1 Swap Agreement and the Group 1 Cap Agreement unless
        the Trustee shall have received a representation letter from the transferee
        of
        such Certificate, substantially in the form set forth in Exhibit H, to the
        effect that either (i) such transferee is neither a Plan nor a Person acting
        on
        behalf of any such Plan or using the assets of any such Plan to effect such
        transfer or (ii) the acquisition and holding of the ERISA-Restricted Trust
        Certificate are eligible for exemptive relief under the statutory exemption
        for
        nonfiduciary service providers under Section 408(b)(17) of ERISA and Section
        4975(d)(20) of the Code, Prohibited Transaction Class Exemption (“PTCE”) 84-14,
        PTCE 90-1, PTCE 91-38, PTCE 95-60 or PTCE 96-23 or some other applicable
        exemption. Notwithstanding anything else to the contrary herein, prior to
        the
        termination of the Group 1 Swap Agreement and the Group 1 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 Group 1 Swap
        Agreement and the Group 1 Cap Agreement, the transferee will be deemed to
        have
        made a representation as provided in clause (i) or (ii) of this paragraph,
        as
        applicable.

      



      
        
          
          

        

        
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      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.

      


      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”).

      



      
        
          
          

        

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

      


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

      



      
        
          
          

        

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

      


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

      


      Section
        3.06. Persons
        Deemed Owners.  

      


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

      


      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.

      



      
        
          
          

        

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

      


      Section
        3.08. Appointment
        of Paying Agent.  

      


      (a)
         The
        Trustee may appoint a Paying Agent (which may be the Trustee) for the purpose
        of
        making distributions to Certificateholders hereunder. The Trustee shall cause
        such Paying Agent (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 is the Paying Agent.

      


      (b)
         Any
        Paying Agent shall comply with its reporting obligations under Regulation
        AB
        with respect to the Trust Fund in form and substance similar to those of
        the
        Trustee pursuant to Section 6.20, and the related assessment of compliance
        shall
        cover, at a minimum, the elements of the servicing criteria applicable to
        the
        Paying Agent indicated in Exhibit O attached hereto. For so long as the
        Depositor is subject to Exchange Act reporting requirements with respect
        to the
        Trust, the Paying Agent shall give prior written notice to the Sponsor, the
        Master Servicer, the Trustee and the Depositor of the appointment of any
        Subcontractor by it and a written description (in form and substance reasonably
        satisfactory to the Sponsor and the Depositor) of the role and function of
        each
        Subcontractor utilized by the Paying Agent, as applicable, specifying (A)
        the
        identity of each such Subcontractor and (B) which elements of the servicing
        criteria set forth under Item 1122(d) of Regulation AB will be addressed
        in
        assessments of compliance provided by each such Subcontractor. In addition,
        for
        so long as the Depositor is subject to Exchange Act reporting requirements
        with
        respect to the Trust, the Paying Agent shall notify the Sponsor, the Master
        Servicer, the Trustee and the Depositor within five (5) calendar days of
        knowledge thereof (i) of any legal proceedings pending against the Paying
        Agent
        of the type described in Item 1117 (§ 229.1117) of Regulation AB, (ii) any
        merger, consolidation or sale of substantially all of the assets of the Paying
        Agent and (iii) if the Paying Agent shall become (but only to the extent
        not
        previously disclosed) at any time an affiliate of any of the parties listed
        on
        Exhibit P hereto or any of their affiliates. On or before March 1st
        of each
        year, the Depositor shall furnish any change in the information in Exhibit
        P to
        the Paying Agent and the Trustee.

      



      
        
          
          

        

        
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      (c)
         Any
        Paying Agent agrees to indemnify the Depositor, the Trustee and the Master
        Servicer, and each of their respective directors, officers, employees and
        agents
        and the Trust Fund and hold each of them harmless from and against any losses,
        damages, penalties, fines, forfeitures, legal fees and expenses and related
        costs, judgments, and any other costs, fees and expenses that any of them
        may
        sustain arising out of or based upon the failure by such Paying Agent to
        deliver
        any information, report or certification when and as required under Section
        6.20
        and Section 9.25(a). This indemnification shall survive the termination of
        this
        Agreement or the termination of such Paying Agent hereunder.

      


      Section
        3.09. Book-Entry
        Certificates.  

      


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

      


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

      


      (ii)
         the
        Depositor, the Master Servicer, the Paying Agent, the Registrar, the Certificate
        Insurer, 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.

      



      
        
          
          

        

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

      


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

      


      ARTICLE
        IV

      


      ADMINISTRATION
        OF THE TRUST FUND

      


      Section
        4.01. Collection
        Account.  

      


      (a)
         On
        the
        Closing Date, the Master Servicer shall open and shall thereafter maintain
        a
        segregated account held in trust (the “Collection Account”), entitled
“Collection Account, Aurora Loan Services LLC, as Master Servicer, in trust
        for
        the benefit of the Holders of Lehman XS Trust Mortgage Pass-Through
        Certificates, Series 2007-10H.” The Collection Account shall relate solely to
        the Certificates and to the Pooling REMIC I Regular Interests and the Pooling
        REMIC II Regular Interests issued by the Trust Fund hereunder, and funds
        in such
        Collection Account shall not be commingled with any other monies.

      



      
        
          
          

        

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

      


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

      


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

      


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

      


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

      


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

      



      
        
          
          

        

        
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      (iv)
         all
        Insurance Proceeds;

      


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

      


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

      


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

      


      (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 the NIMS Insurer for the purchase
        of any Distressed Mortgage Loan under Section 7.04.

      


      (e)
         Funds
        in
        the Collection Account may be invested in Eligible Investments selected by
        and
        at the written direction of the Master Servicer, which shall mature not later
        than one Business Day prior to the Master Servicer Remittance Date (except
        that
        if such Eligible Investment is an obligation of the Trustee, then such Eligible
        Investment shall mature not later than such applicable Master Servicer
        Remittance Date) and any such Eligible Investment shall not be sold or disposed
        of prior to its maturity. All such Eligible Investments shall be made in
        the
        name of the Master Servicer in trust for the benefit of the Trustee and the
        Holders of Lehman XS Trust Mortgage Pass-Through Certificates, Series 2007-10H.
        All income and gain realized from any Eligible Investment shall be for the
        benefit of the Master Servicer and shall be subject to its withdrawal or
        order
        from time to time and shall not be part of the Trust Fund. The amount of
        any
        losses incurred in respect of any such investments shall be deposited in
        such
        Collection Account by the Master Servicer out of its own funds, without any
        right of reimbursement therefor, immediately as realized. The foregoing
        requirements for deposit in the Collection Account are exclusive, it being
        understood and agreed that, without limiting the generality of the foregoing,
        payments of interest on funds in the Collection Account and payments in the
        nature of late payment charges, assumption fees, prepayment penalties with
        respect to mortgages for which the Seller does not own the servicing rights,
        and
        other incidental fees and charges relating to the Mortgage Loans (other than
        Prepayment Premiums) need not be deposited by the Master Servicer in the
        Collection Account and may be retained by the Master Servicer or the applicable
        Servicer as additional servicing compensation. If the Master Servicer deposits
        in the Collection Account any amount not required to be deposited therein,
        it
        may at any time withdraw such amount from such Collection Account.

      


      Section
        4.02. Application
        of Funds in the Collection Account.  

      


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

      


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

      



      
        
          
          

        

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

      


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

      


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

      


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

      


      (vi)
         to
        pay to
        the 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), any FPD Premium, if any, (in the
        case of
        a First Payment Default Loan), or any amounts paid by LBH for shortfalls
        in the
        Purchase Price for repurchases of First Payment Default Mortgage Loans
        pursuant to Section 1.04(f) of the Mortgage Loan Sale Agreement relating
        to the
        Seller paying the difference if the FPD Purchase Price is less than the Purchase
        Price;

      



      
        
          
          

        

        
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      (viii)
         if
        applicable, to pay the PMI Insurance Premium with respect to each Bulk PMI
        Policy;

      


      (ix)
         subject
        to Section 4.01(e), to pay to itself income earned on the investment of funds
        deposited in the Collection Account;

      


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

      


      (xi)
         to
        make
        payment to itself, the Trustee and others pursuant to any other 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 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 any Servicer for such amounts as are due thereto under the applicable
        Servicing Agreement and have not been retained by or paid to such Servicer,
        to
        the extent provided in such Servicing Agreement.

      


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

      


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

      



      
        
          
          

        

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

      


      Section
        4.03. Reports
        to Certificateholders.  

      


      (a)
         On
        each
        Distribution Date, the Trustee shall prepare (based solely on information
        provided by the Master Servicer, the Group 1 Cap Counterparty, the Group
        1 Swap
        Counterparty, the Balance Guaranteed Cap Counterparty or the Group 2 Cap
        Counterparty and, in the case of the payment of Certificate Insurance Premiums,
        Insured Amounts and Reimbursement Amounts and any amounts received from or
        paid
        to the Certificate Insurer, based on information provided by the Trustee
        (or the
        Paying Agent on behalf of the Trustee)) and shall make available to the
        Certificateholders, the Certificate Insurer, any NIMS Insurer and the Group
        1
        Swap Counterparty a written report, which may be in electronic form (the
        “Distribution Date Statement”) setting forth the following information (on the
        basis of Mortgage Loan level information obtained from the
        Servicers).

      


      (i)
         the
        aggregate amount of the distribution to be made on such Distribution Date
        to the
        Holders of each Class of Certificates, other than any Class of Notional
        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 distributions to the Holders of the Class I-P, Class
        II-P, Class I-X, Class II-X, Class I-LT-R, Class II-LT-R, Class I-R and Class
        II-R Certificates, on such Distribution Date, stated separately, and the
        aggregate amounts, if any, of distributions to the Holders of the Class I-P,
        Class II-P, Class I-X, Class II-X, Class I-LT-R, Class II-LT-R, Class I-R
        and
        Class II-R Certificates on all Distribution Dates, stated
        separately;

      


      (iv)
         the
        amount, if any, of distributions to the I-CX Component, the I-SX Component,
        the
        I-XS Component, the II-CX Component and the II-XS Component on such Distribution
        Date, stated separately, and the aggregate amounts, if any, of distributions
        on
        the I-CX Component, the I-SX Component, the I-XS Component, the II-CX Component
        and the II-XS Component on all Distribution Dates, stated
        separately;

      



      
        
          
          

        

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

      


      (vi)
         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;

      


      (vii)
         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 Pool 1 Applied Loss Amounts
        and/or Pool 2 Applied Loss Amounts, as applicable;

      


      (viii)
         the
        amount of any Prepayment Premiums distributed to the Class I-P and Class
        II-P
        Certificates;

      


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

      


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

      


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

      


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

      


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

      



      
        
          
          

        

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

      


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

      


      (xvi)
         the
        Interest Remittance Amount and the Principal Remittance Amount with respect
        to
        each Mortgage Pool and the Pool 1 Senior Principal Distribution Amount, Pool
        2
        Senior Principal Distribution Amount, Pool 1 Overcollateralization Release
        Amount and Pool 2 Overcollateralization Release Amount applicable to such
        Distribution Date;

      


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

      


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

      


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

      


      (xx)
         the
        level
        of LIBOR and the Certificate Interest Rate of each of the LIBOR Certificates
        and
        the Interest-Only Certificates;

      


      (xxi)
         the
        amount of the monthly Certificate Insurance Premium (and the Aggregate
        Certificate Insurance Premium if different) due to the Certificate Insurer
        on
        the related Distribution Date and the amount of any Insured Amounts paid
        in
        respect of the Insured Distributions to the Insured Certificates paid out
        of the
        Policy Payment Account under the Certificate Insurance Policy and any
        Reimbursement Amounts paid to the Certificate Insurer;

      


      (xxii)
         the
        amount of any payments made by the Group 1 Cap Counterparty to the Supplemental
        Interest Trust under the Group 1 Cap Agreement, by the Balance Guaranteed
        Cap
        Counterparty to the Trust Fund under the Balance Guaranteed Cap Agreement
        and by
        the Group 2 Cap Counterparty to the Trust Fund under the Group 2 Cap
        Agreement;

      


      (xxiii)
         the
        amount of any Net Swap Payment to the Supplemental Interest Trust made pursuant
        to Section 5.02, any Net Swap Payment to the Group 1 Swap Counterparty made
        pursuant to Section 5.02, any Swap Termination Payment to the Supplemental
        Interest Trust made pursuant to Sections 5.02 and any Swap Termination Payment
        to the Group 1 Swap Counterparty made pursuant to Section 5.02;

      



      
        
          
          

        

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


      


      (xxv)
         whether
        a
        Pool 1 Trigger Event or Pool 2 Trigger Event is in effect for that 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 Servicers, the Custodians, the Group 1
        Swap
        Counterparty, the Cap Counterparty or any Subservicer or Subcontractor therefor,
        as applicable, no later than four Business Days prior to the Distribution
        Date.

      


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

      


      On
        any
        Distribution Date after the occurrence of a Section 7.01(d) Purchase Event
        with
        respect to the Pooling REMIC I Regular Interests or the Pooling REMIC II
        Regular
        Interests, the information required by subclauses (i), (iii), (v), (viii),
        (ix),
        (x), (xi), (xii), (xiii), (xvi), (xix), (xxi) and (xxii) (and in the case
        of the
        Class I-LT-R and Class II-LT-R Certificates, subclause (iii)) shall be provided
        to the Holder of the Class I-LT-R and/or Class II-LT-R Certificates and the
        LTURI-holder of the applicable Pooling REMIC Regular Interests. 

      


      The
        Trustee shall make such report and any additional loan level information
        (and,
        at its option, any additional files containing the same information in an
        alternative format) provided to it by the Master Servicer available each
        month
        to Certificateholders, the Certificate Insurer, any NIMS Insurer and the
        Rating
        Agencies via the Trustee’s internet website. The Trustee’s internet website
        shall initially be located at “www.etrustee.net”.
        Assistance in using the website can be obtained by calling the Trustee’s
        customer service desk at (312) 992-2834. Such parties that are unable to
        use the
        website are entitled to have a paper copy mailed to them via first class
        mail
        upon request. 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 City time four (4) Business Days prior to the
        Distribution Date, and on the information provided to the Trustee by the
        Group 1
        Swap Counterparty, the Group 1 Cap Counterparty, the Balance Guaranteed Cap
        Counterparty and the Group 2 Cap Counterparty. In preparing or furnishing
        the
        foregoing information to the Certificateholders, the Certificate Insurer
        and any
        NIMS Insurer, the Trustee shall be entitled to rely conclusively on the accuracy
        of the information or data (i) regarding the Mortgage Loans (including any
        First
        Payment Default Mortgage Loans) and the related REO Property that has been
        provided to the Master Servicer by each Servicer and to the Trustee by the
        Master Servicer and (ii) regarding the Group 1 Swap Agreement, the Group
        1 Cap
        Agreement, the Balance Guaranteed Cap Agreement and the Group 2 Cap Agreement,
        that has been provided to the Trustee by the Group 1 Swap Counterparty, the
        Group 1 Cap Counterparty, the Balance Guaranteed Cap Counterparty or the
        Group 2
        Cap Counterparty, respectively, and the Trustee shall not be obligated to
        verify, recompute, reconcile or recalculate any such information or data.
        The
        Trustee shall be entitled to conclusively rely on the Mortgage Loan data
        provided by the Master Servicer and shall have no liability for any errors
        in
        such Mortgage Loan data. The Master Servicer shall be entitled to conclusively
        rely on the Mortgage Loan data provided by each Servicer and shall have no
        liability for any errors in such Mortgage Loan data. The information and
        reports
        described in the first paragraph of this Section 4.03(a) shall be provided
        to
        the Paying Agent (if other than the Trustee) by the Trustee no later than
        12:00
        p.m. New York City time two Business Days prior to the Distribution
        Date.

      



      
        
          
          

        

        
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      (b)
         Upon
        the
        reasonable advance written request of any Certificateholder that is a savings
        and loan, bank or insurance company or the Certificate Insurer (which request,
        if received by the Trustee shall be promptly forwarded to the Master Servicer),
        the Master Servicer shall provide, or cause to be provided, to the extent
        such
        information is available to the Master Servicer exercising reasonable efforts
        to
        obtain such information (or, to the extent that such information or
        documentation is not required to be provided by a Servicer under the applicable
        Servicing Agreement, shall use reasonable efforts to obtain such information
        and
        documentation from such Servicer, and provide) to any NIMS Insurer, the
        Certificate Insurer and such Certificateholder such reports and access to
        information and documentation regarding the Mortgage Loans as any NIMS Insurer,
        the Certificate Insurer and such Certificateholder may reasonably deem necessary
        to comply with applicable regulations of the Office of Thrift Supervision
        or its
        successor or other regulatory authorities with respect to the NIM Securities
        or
        an investment in the Certificates; provided,
        however,
        that the
        Master Servicer shall be entitled to be reimbursed by such Certificateholder
        or
        the Certificate 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 to each Person who at any time
        during
        the calendar year was a Certificateholder of record, and to Certificate Owners
        (identified as such by the Clearing Agency) in accordance with applicable
        regulations, a report summarizing the items provided to any NIMS Insurer
        and the
        Certificateholders pursuant to Section 4.03(a)(i) and (ii) on an annual basis
        as
        may be required to enable such Holders to prepare their federal income tax
        returns; provided,
        however,
        that
        this Section 4.03(c) shall not be applicable where relevant reports or summaries
        are required elsewhere in this Agreement. Such information shall also include
        the amount of original issue discount accrued on each Class of Certificates
        and
        information regarding the expenses of the Trust Fund. The Trustee shall be
        deemed to have satisfied this requirement if it makes available such information
        in any other format permitted by the Code. The Master Servicer shall provide
        the
        Trustee with such information as is necessary for the Trustee to prepare
        such
        reports to the extent reasonably available (and the Trustee may rely solely
        upon
        such information).

      


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

      



      
        
          
          

        

        
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      (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, LaSalle Bank National
        Association, as Trustee, in trust for the benefit of the Holders of Lehman
        XS
        Trust Mortgage Pass-Through Certificates, Series 2007-10H” 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 and
        the
        Certificate Insurer, 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
        20
        Business Days and transfer all funds and investment property on deposit in
        such
        existing Certificate Account into such new Certificate Account. The Certificate
        Account shall relate solely to the Certificates and to the Pooling REMIC
        I
        Regular Interests or Pooling REMIC II Regular Interests, as applicable, 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 so remitted. The Trustee shall
        make
        withdrawals from the Certificate Account only for the following
        purposes:

      


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

      


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

      



      
        
          
          

        

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

      


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

      


      (v)
         to
        pay
        the Balance Guaranteed Cap Fee to the Balance Guaranteed Cap Counterparty
        pursuant to Section 5.02(c)(i); and

      


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

      


      The
        Trustee may invest, or cause to be invested, funds held in the Certificate
        Account, which funds, if invested, shall be invested by the Trustee in Eligible
        Investments (which may be obligations of the Trustee or its affiliates).
        If
        invested, all such investments must be payable on demand or mature no later
        than
        the next Distribution Date (except with respect to such investments in an
        amount
        equal to the aggregate of any Net Swap Payments and any Swap Termination
        Payments payable to the Group 1 Swap Counterparty, such amount to mature
        no
        later than the next Swap Payment Date), and shall not be sold or disposed
        of
        prior to their maturity. All such Eligible Investments will be made in the
        name
        of the Trustee (in its capacity as such) or its nominee. All income and gain
        realized from any such investment for each Distribution Date shall be
        compensation to the Trustee and shall be subject to its withdrawal on order
        from
        time to time. The amount of any losses incurred in respect of any such
        investments shall be paid by the Trustee for deposit in the Certificate Account
        out of its own funds, without any right of reimbursement therefor, immediately
        as realized. Funds held in the Certificate Account may also be held
        uninvested.

      


      ARTICLE
        V

      


      DISTRIBUTIONS
        TO HOLDERS OF CERTIFICATES

      


      Section
        5.01. Distributions
        Generally.  

      


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

      



      
        
          
          

        

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

      


      (c)
         The
        Trustee (or the Paying Agent on behalf of the Trustee) shall make payments
        to
        Certificateholders and to the Group 1 Swap Counterparty and any other person
        pursuant to this Article V and make deposits to the Supplemental Interest
        Trust
        and accounts held by it hereunder based solely on the information set forth
        in
        the monthly report furnished by the Master Servicer and/or the Group 1 Swap
        Counterparty in accordance with Section 4.03(a), and shall be entitled to
        conclusively rely on such information and reports, and on the calculations
        contained therein, when making distributions to Certificateholders, the Group
        1
        Swap Counterparty and any other party hereunder. The Trustee shall have no
        liability for any errors in such reports or information, and shall not be
        required to verify, recompute, reconcile or recalculate any such information
        or
        data.

      


      Section
        5.02. Distributions
        from the Certificate Account. 

      


      (a)
         On
        each
        Distribution Date on or prior to a Section 7.01(d) Purchase Event, a Pool 1
        Termination Event or a Pool 2 Termination Event, as applicable, the Trustee
        (or
        the Paying Agent on behalf of the Trustee) shall withdraw from the Certificate
        Account (i) the sum of the Interest Remittance Amount for Pool 1 and the
        Principal Remittance Amount for Pool 1 and amounts that are available for
        payment to the Group 1 Swap Counterparty and shall allocate such amounts
        to the
        interests issued in respect of each REMIC and shall distribute such amounts
        as
        specified in subparagraphs (b), (d), (h), (i) and (j) of this Section;
provided,
        that
        amounts that are available for payment to the Group 1 Swap Counterparty shall
        be
        paid on the related Swap Payment Date, and (ii) the sum of the Interest
        Remittance Amount for Pool 2 and the Principal Remittance Amount for Pool
        2 and
        shall allocate such amounts to the interests issued in respect of each REMIC
        and
        shall distribute such amounts as specified in subparagraphs (c), (e) and
        (k) of
        this Section.

      


      (b)
         On
        each
        Distribution Date on or prior to a Section 7.01(d) Purchase Event related
        to the
        Pooling REMIC I Regular Interests (or, with respect to clause (i) below,
        on the
        related Swap Payment Date), the Trustee shall distribute the Interest Remittance
        Amount for Pool 1 for such date in the following order of priority:

      



      
        
          
          

        

        
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      (i)
         to
        the
        Certificate Insurer, the monthly premium due under the Certificate Insurance
        Policy with respect to the Insured Certificates;

      


      (ii)
         for
        deposit into the Group 1 Swap Account, an amount equal to the lesser of (x)
        the
        amount of any Net Swap Payment or Swap Termination Payment (not due to a
        Group 1
        Swap Counterparty Trigger Event) owed to the Group 1 Swap Counterparty on
        the
        related Swap Payment Date (including amounts remaining unpaid from previous
        Distribution Dates) and (y) the Interest Remittance Amount for Pool 1 for
        such Distribution Date;

      


      (iii)
         concurrently,
        pro
        rata, to
        the
        Group 1 Senior Certificates and the Class I-AIO Certificates, Current Interest
        and any Carryforward Interest for such Classes for such Distribution Date;
        provided,
        however,
        that
        any shortfall in Current Interest and Carryforward Interest shall be allocated
        among such Classes in proportion to the amount of Current Interest and
        Carryforward Interest that would otherwise be distributable
        thereon;

      


      (iv)
         to
        the
        Certificate Insurer, any Reimbursement Amounts owed to the Certificate Insurer
        with respect to draws made under the Certificate Insurance Policy with respect
        to interest for the Insured Certificates;

      


      (v)
         sequentially,
        to the Group 1 Subordinate Certificates, in accordance with the Group 1
        Subordinate Priority, any Current Interest and Carryforward Interest for
        such
        Classes for such Distribution Date; and

      


      (vi)
         for
        application pursuant as part of Pool 1 Monthly Excess Cashflow for such
        Distribution Date, as provided in Section 5.02(j), any Pool 1 Monthly Excess
        Interest for such Distribution Date.

      


      (c)
         On
        or
        prior to each Distribution Date on or prior to a Section 7.01(d) Purchase
        Event
        related to the Pooling REMIC II Regular Interests, the Trustee shall distribute
        the Interest Remittance Amount for Pool 2 for such date in the following
        order
        of priority:

      


      (i)
         
        to the
        Balance Guaranteed Cap Counterparty, the Balance Guaranteed Cap Fee, pursuant
        to
        the terms of the Balance Guaranteed Cap Agreement;

      


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

      


      (iii)
         sequentially,
        to the Group 2 Subordinate Certificates, in accordance with the Group 2
        Subordinate Priority, Current Interest and any Carryforward Interest for
        such
        classes for such Distribution Date; and

      



      
        
          
          

        

        
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      (iv)
         for
        application pursuant as part of Pool 2 Monthly Excess Cashflow for such
        Distribution Date, as provided in Section 5.02(k), any Pool 2 Monthly Excess
        Interest for such Distribution Date.

      


      (d)
         On
        each
        Distribution Date or related Swap Payment Date on or prior to a Section 7.01(d)
        Purchase Event related to the Pooling REMIC I Regular Interests, the Trustee
        shall distribute the Principal Distribution Amount for Pool 1 for such date,
        as
        follows:

      


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

      


      (A)
         for
        deposit into the Group 1 Swap Account, the amount of any Net Swap Payment
        or
        Swap Termination Payment owed to the Group 1 Swap Counterparty (to the extent
        not deposited previously from the Interest Remittance Amount in accordance
        with
        Section 5.02(b)(ii) above);

      


      (B)
         to
        the
        Group 1 Senior Certificates, concurrently, as follows:

      


      (1)
         to
        the
        Class I-A1-1, Class I-A1-2, Class I-A2 and Class I-A3 Certificates, in the
        following order of priority:

      


      (a) concurrently,
        to the Class I-A1-1 and Class I-A1-2 Certificates, pro
        rata,
        based
        on their respective Class Principal Amounts, until the Class Principal Amount
        of
        each such class has been reduced to zero; and

      


      (b) sequentially,
        to the Class I-A2 and Class I-A3 Certificates, in that order, until the Class
        Principal Amount of each such class has been reduced to zero; and

      


      (2)
         concurrently,
        to the Class I-A4-1 and Class I-A4-2 Certificates, pro
        rata,
        based
        on their respective Class Principal Amounts, until the Class Principal Amount
        of
        such class has been reduced to zero; 

      


      (C)
         to
        the
        Certificate Insurer, any Reimbursement Amounts owed to the Certificate Insurer
        with respect to draws made under the Certificate Insurance Policy with respect
        to principal for the Insured Certificates;

      


      (D)
         sequentially,
        to the Group 1 Subordinate Certificates, in accordance with the Group 1
        Subordinate Priority, until the Class Principal Amount of each such Class
        has
        been reduced to zero; and

      


      (E)
         for
        application as part of Pool 1 Monthly Excess Cashflow for such Distribution
        Date, as provided in Section 5.02(j), any such Principal Distribution Amount
        remaining undistributed after application pursuant to clauses (A) through
        (D)
        above.

      



      
        
          
          

        

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

      


      (A)
         for
        deposit into the Group 1 Swap Account, any Net Swap Payment or Swap Termination
        Payment owed to the Group 1 Swap Counterparty (to the extent not deposited
        previously from the Interest Remittance Amount in accordance with Section
        5.02(b)(ii) above);

      


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

      


      (C)
         to
        the
        Certificate Insurer, any Reimbursement Amounts owed to the Certificate Insurer
        with respect to draws made under the Certificate Insurance Policy with respect
        to principal for the Insured Certificates;

      


      (D)
         to
        the
        Class I-M1 Certificates, an amount equal to the lesser of (x) the excess,
        if any, of (a) the Principal Distribution Amount for Pool 1 for such
        Distribution Date over (b) the amount distributed to the Supplemental Interest
        Trust, the Group 1 Senior Certificates and the Certificate Insurer on such
        Distribution Date pursuant to clauses (ii)(A) through (C) above, and (y)
        the
        I-M1 Principal Distribution Amount for such Distribution Date, until the
        Class
        Principal Amount of such class has been reduced to zero;

      


      (E)
         to
        the
        Class I-M2 Certificates, an amount equal to the lesser of (x) the excess,
        if any, of (a) the Principal Distribution Amount for Pool 1 for such
        Distribution Date over (b) the amount distributed to the Supplemental Interest
        Trust, the Group 1 Senior Certificates, the Certificate Insurer and the Class
        I-M1 Certificates on such Distribution Date pursuant to clauses (ii)(A) through
        (D) above, and (y) the I-M2 Principal Distribution Amount for such Distribution
        Date, until the Class Principal Amount of such class has been reduced to
        zero;

      


      (F)
         to
        the
        Class I-M3 Certificates, an amount equal to the lesser of (x) the excess,
        if any, of (a) the Principal Distribution Amount for Pool 1 for such
        Distribution Date over (b) the amount distributed to the Supplemental Interest
        Trust, the Group 1 Senior Certificates, the Certificate Insurer and the Class
        I-M1 and Class I-M2 Certificates on such Distribution Date pursuant to clauses
        (ii)(A) through (E) above, and (y) the I-M3 Principal Distribution Amount
        for
        such Distribution Date, until the Class Principal Amount of such class has
        been
        reduced to zero; 

      



      
        
          
          

        

        
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      (G)
         to
        the
        Class I-M4 Certificates, an amount equal to the lesser of (x) the excess,
        if any, of (a) the Principal Distribution Amount for Pool 1 for such
        Distribution Date over (b) the amount distributed to the Supplemental Interest
        Trust, the Group 1 Senior Certificates, the Certificate Insurer and the Class
        I-M1, Class I-M2 and Class I-M3 Certificates on such Distribution Date pursuant
        to clauses (ii)(A) through (F) above, and (y) the I-M4 Principal Distribution
        Amount for such Distribution Date, until the Class Principal Amount of such
        class has been reduced to zero;

      


      (H)
         to
        the
        Class I-M5 Certificates, an amount equal to the lesser of (x) the excess,
        if any, of (a) the Principal Distribution Amount for Pool 1 for such
        Distribution Date over (b) the amount distributed to the Supplemental Interest
        Trust, the Group 1 Senior Certificates, the Certificate Insurer and the Class
        I-M1, Class I-M2, Class I-M3 and Class I-M4 Certificates on such Distribution
        Date pursuant to clauses (ii)(A) through (G) above, and (y) the I-M5 Principal
        Distribution Amount for such Distribution Date, until the Class Principal
        Amount
        of such class has been reduced to zero;

      


      (I)
         to
        the
        Class I-M6 Certificates, an amount equal to the lesser of (x) the excess,
        if any, of (a) the Principal Distribution Amount for Pool 1 for such
        Distribution Date over (b) the amount distributed to the Supplemental Interest
        Trust, the Group 1 Senior Certificates, the Certificate Insurer and the Class
        I-M1, Class I-M2, Class I-M3, Class I-M4 and Class I-M5 Certificates on such
        Distribution Date pursuant to clauses (ii)(A) through (H) above, and (y)
        the
        I-M6 Principal Distribution Amount for such Distribution Date, until the
        Class
        Principal Amount of such class has been reduced to zero;

      


      (J)
         to
        the
        Class I-M7 Certificates, an amount equal to the lesser of (x) the excess,
        if any, of (a) the Principal Distribution Amount for Pool 1 for such
        Distribution Date over (b) the amount distributed to the Supplemental Interest
        Trust, the Group 1 Senior Certificates, the Certificate Insurer and the Class
        I-M1, Class I-M2, Class I-M3, Class I-M4, Class I-M5 and Class I-M6 Certificates
        on such Distribution Date pursuant to clauses (ii)(A) through (I) above,
        and (y)
        the I-M7 Principal Distribution Amount for such Distribution Date, until
        the
        Class Principal Amount of such class has been reduced to zero; 

      


      (K)
         to
        the
        Class I-M8 Certificates, an amount equal to the lesser of (x) the excess,
        if any, of (a) the Principal Distribution Amount for Pool 1 for such
        Distribution Date over (b) the amount distributed to the Supplemental Interest
        Trust, the Group 1 Senior Certificates, the Certificate Insurer and the Class
        I-M1, Class I-M2, Class I-M3, Class I-M4, Class I-M5, Class I-M6 and Class
        I-M7
        Certificates on such Distribution Date pursuant to clauses (ii)(A) through
        (J)
        above, and (y) the I-M8 Principal Distribution Amount for such Distribution
        Date, until the Class Principal Amount of such class has been reduced to
        zero;


      



      
        
          
          

        

        
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      (L)
         to
        the
        Class I-M9 Certificates, an amount equal to the lesser of (x) the excess,
        if any, of (a) the Principal Distribution Amount for Pool 1 for such
        Distribution Date over (b) the amount distributed to the Supplemental Interest
        Trust, the Group 1 Senior Certificates, the Certificate Insurer and the Class
        I-M1, Class I-M2, Class I-M3, Class I-M4, Class I-M5, Class I-M6, Class I-M7
        and
        Class I-M8 Certificates on such Distribution Date pursuant to clauses (ii)(A)
        through (K) above, and (y) the I-M9 Principal Distribution Amount for such
        Distribution Date, until the Class Principal Amount of such class has been
        reduced to zero; and

      


      (M)
         for
        application as part of Pool 1 Monthly Excess Cashflow for such Distribution
        Date, as provided in subsection (j) of
        this
        Section, any Principal Distribution Amount remaining after application pursuant
        to clauses (ii)(A) through (L) above.

      


      (e)
         On
        each
        Distribution Date on or prior to a Section 7.01(d) Purchase Event related
        to the
        Pooling REMIC II Regular Interests, the Trustee shall distribute the Principal
        Distribution Amount for Pool 2 for such date, as follows:

      


      (i)
         On
        each
        Distribution Date (a) prior to the Pool 2 Stepdown Date or (b) on or after
        the Pool 2 Stepdown Date and with respect to which a Pool 2 Trigger Event
        is in
        effect, until the aggregate Certificate Principal Amount of the Group 2
        Certificates equals the Pool 2 Target Amount for such Distribution Date,
        the
        Principal Distribution Amount for Pool 2 will be distributed, in the following
        order of priority:

      


      (A)
         concurrently
        to the Group 2 Senior Certificates, pro
        rata,
        based
        on their respective Class Principal Amounts, until the Class Principal Amount
        of
        each such class has been reduced to zero;

      


      (B)
         to
        the
        Group 2 Subordinate Certificates, in accordance with the Group 2 Subordinate
        Priority, until the Class Principal Amount of each such class has been reduced
        to zero; and

      


      (C)
         for
        application as part of Pool 2 Monthly Excess Cashflow for such Distribution
        Date, as provided in Section 5.02(k), any such Principal Distribution Amount
        for
        Pool 2 remaining undistributed after application pursuant to clauses (A)
        and (B)
        above.

      


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

      



      
        
          
          

        

        
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      (A)
         (1)
        so
        long as any of the Group 2 Subordinate Certificates are outstanding, to the
        Group 2 Senior Certificates, in accordance with the Group 2 Senior Priority,
        an
        amount equal to the lesser of (x) the Principal Distribution Amount for Pool
        2
        for such Distribution Date and (y) the Pool 2 Senior Principal Distribution
        Amount for such Distribution Date, until the Class Principal Amount of each
        such
        class has been reduced to zero; or (2) otherwise to the Group 2 Senior
        Certificates, in accordance with the Group 2 Senior Priority, the Principal
        Distribution Amount for Pool 2 for such Distribution Date, until the Class
        Principal Amount of each such class has been reduced to zero;

      


      (B)
         to
        the
        Class II-M1 Certificates, an amount equal to the lesser of (x) the excess,
        if
        any, of (a) the Principal Distribution Amount for Pool 2 for such Distribution
        Date over (b) the amount distributed to the Group 2 Senior Certificates on
        such
        Distribution Date pursuant to clause (ii)(A) and (y) the II-M1 Principal
        Distribution Amount for such Distribution Date, until the Class Principal
        Amount
        of such class has been reduced to zero;

      


      (C)
         to
        the
        Class II-M2 Certificates, an amount equal to the lesser of (x) the excess,
        if any, of (a) the Principal Distribution Amount for Pool 2 for such
        Distribution Date over (b) the amount distributed to the Group 2 Senior
        Certificates and the Class II-M1 Certificates on such Distribution Date pursuant
        to clauses (ii)(A) and (B) and (y) the II-M2 Principal Distribution Amount
        for
        such Distribution Date, until the Class Principal Amount of such class has
        been
        reduced to zero;

      


      (D)
         to
        the
        Class II-M3 Certificates, an amount equal to the lesser of (x) the excess,
        if
        any, of (a) the Principal Distribution Amount for Pool 2 for such Distribution
        Date over (b) the amount distributed to the Group 2 Senior Certificates and
        the
        Class II-M1 and Class II-M2 Certificates on such Distribution Date pursuant
        to
        clauses (ii)(A) through (C) and (y) the II-M3 Principal Distribution Amount
        for
        such Distribution Date, until the Class Principal Amount of such class has
        been
        reduced to zero;

      


      (E)
         to
        the
        Class II-M4 Certificates, an amount equal to the lesser of (x) the excess,
        if
        any, of (a) the Principal Distribution Amount for Pool 2 for such Distribution
        Date over (b) the amount distributed to the Group 2 Senior Certificates and
        the
        Class II-M1, Class II-M2 and Class II-M3 Certificates on such Distribution
        Date
        pursuant to clauses (ii)(A) through (D) and (y) the II-M4 Principal Distribution
        Amount for such Distribution Date, until the Class Principal Amount of such
        class has been reduced to zero;

      


      (F)
         to
        the
        Class II-M5 Certificates, an amount equal to the lesser of (x) the excess,
        if
        any, of (a) the Principal Distribution Amount for Pool 2 for such Distribution
        Date over (b) the amount distributed to the Group 2 Senior Certificates and
        the
        Class II-M1, Class II-M2, Class II-M3 and Class II-M4 Certificates on such
        Distribution Date pursuant to clause (ii)(A) through (E) and (y) the II-M5
        Principal Distribution Amount for such Distribution Date, until the Class
        Principal Amount of such class has been reduced to zero;

      



      
        
          
          

        

        
          122

          
            

          

        

        
          
          

        

      


      (G)
         to
        the
        Class II-M6 Certificates, an amount equal to the lesser of (x) the excess,
        if
        any, of (a) the Principal Distribution Amount for Pool 2 for such Distribution
        Date over (b) the amount distributed to the Group 2 Senior Certificates and
        the
        Class II-M1, Class II-M2, Class II-M3, Class II-M4 and Class II-M5 Certificates
        on such Distribution Date pursuant to clauses (ii)(A) through (F) and (y)
        the
        II-M6 Principal Distribution Amount for such Distribution Date, until the
        Class
        Principal Amount of such class has been reduced to zero;

      


      (H)
         to
        the
        Class II-M7 Certificates, an amount equal to the lesser of (x) the excess,
        if
        any, of (a) the Principal Distribution Amount for Pool 2 for such Distribution
        Date over (b) the amount distributed to the Group 2 Senior Certificates and
        the
        Class II-M1, Class II-M2, Class II-M3, Class II-M4, Class II-M5 and Class
        II-M6
        Certificates on such Distribution Date pursuant to clauses (ii)(A) through
        (G)
        and (y) the II-M7 Principal Distribution Amount for such Distribution Date,
        until the Class Principal Amount of such class has been reduced to
        zero;

      


      (I)
         to
        the
        Class II-M8 Certificates, an amount equal to the lesser of (x) the excess,
        if
        any, of (a) the Principal Distribution Amount for Pool 2 for such Distribution
        Date over (b) the amount distributed to the Group 2 Senior Certificates and
        the
        Class II-M1, Class II-M2, Class II-M3, Class II-M4, Class II-M5, Class II-M6
        and
        Class II-M7 Certificates on such Distribution Date pursuant to clauses (ii)(A)
        through (H) and (y) the II-M8 Principal Distribution Amount for such
        Distribution Date, until the Class Principal Amount of such class has been
        reduced to zero;

      


      (J)
         to
        the
        Class II-M9 Certificates, an amount equal to the lesser of (x) the excess,
        if
        any, of (a) the Principal Distribution Amount for Pool 2 for such Distribution
        Date over (b) the amount distributed to the Group 2 Senior Certificates and
        the
        Class II-M1, Class II-M2, Class II-M3, Class II-M4, Class II-M5, Class II-M6,
        Class II-M7 and Class II-M8 Certificates on such Distribution Date pursuant
        to
        clauses (ii)(A) through (I) and (y) the II-M9 Principal Distribution Amount
        for
        such Distribution Date, until the Class Principal Amount of such class has
        been
        reduced to zero; and

      


      (K)
         for
        application as part of Pool 2 Monthly Excess Cashflow for such Distribution
        Date, as provided in subsection (k) of
        this
        Section, any Principal Distribution Amount for Pool 2 remaining undistributed
        after application pursuant to subclauses (ii)(A) through (J) above.

      


      (f)
         [Reserved]

      


      (g)
         [Reserved]

      


      (h)
         On
        each
        Distribution Date, the Trustee shall distribute the Group 1 Interest Rate
        Cap
        Amount from the Group 1 Interest Rate Cap Account, in the following order
        of
        priority:

      



      
        
          
          

        

        
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      (i)
         to
        Group
        1 Senior Certificates, Current Interest and any Carryforward Interest for
        each
        such class for such Distribution Date for application pursuant to the priority
        set forth in Section 5.02(b)(iii) above, to the extent unpaid after application
        of amounts distributed pursuant to such clause for such Distribution
        Date;

      


      (ii)
         [Reserved]

      


      (iii)
         to
        the
        Group 1 Senior Certificates, sequentially, in that order, any amount necessary
        to maintain the Pool 1 Target Overcollateralization Amount for such Distribution
        Date specified in Sections 5.02(j)(ii) and 5.02(j)(iii) below for application
        pursuant to the priorities set forth in such clauses, to the extent unpaid
        after
        application of amounts distributed pursuant to such clauses for such
        Distribution Date; provided,
        however,
        that the
        sum of all such amounts distributed pursuant to this Section 5.02(h)(iii)
        and
        all amounts distributed pursuant to Sections 5.02(h)(vi) and 5.02(h)(vii)
        and
        Sections 5.02(i)(v), 5.02(i)(viii) and 5.02(i)(ix) shall not exceed the
        aggregate amount of cumulative Realized Losses on the Pool 1 Mortgage Loans
        incurred from the Cut-off Date through the last day of the related Collection
        Period; 

      


      (iv)
         to
        the
        Group 1 Senior Certificates, any Basis Risk Shortfalls and Unpaid Basis Risk
        Shortfalls, pro rata, in proportion to such amounts, for each such class
        and for
        such Distribution Date;

      


      (v)
         [Reserved]

      


      (vi)
         concurrently,
        on a pro
        rata
        basis,
        to the Group 1 Senior Certificates, any Deferred Amount (and any interest
        accrued on such Deferred Amounts at the related Interest Rate) for each such
        class and such Distribution Date; provided,
        however,
        that the
        sum of all such amounts distributed pursuant to this Section 5.02(h)(vi)
        and all
        amounts distributed pursuant to Sections 5.02(h)(iii) and 5.02(h)(vii) and
        Sections 5.02(i)(v), 5.02(i)(viii) and 5.02(i)(ix) shall not exceed the
        aggregate amount of cumulative Realized Losses on the Pool 1 Mortgage Loans
        incurred from the Cut-off Date through the last day of the related Collection
        Period;

      


      (vii)
         [Reserved]

      


      (viii)
         to
        the
        Group 1 Cap Termination Receipts Account for application to the purchase
        of a
        replacement cap agreement pursuant to Section 5.09(b); and

      


      (ix)
         to
        the
        Class I-CX Component of the Class I-X Certificates, the sum of (a) any remaining
        Group 1 Interest Rate Cap Amount and (b) any Class I-CX Excess Cap Amount
        for
        such Distribution Date distributable to the Class I-CX Component of the Class
        I-X Certificates as described under Section 5.06(b).

      


      (i)
         On
        each
        Distribution Date (or, with respect to clauses (i), (ii) and (x) below, on
        the
        related Swap Payment Date), the Trustee shall distribute the Group 1 Swap
        Amount
        from the Group 1 Swap Account for such date as follows:

      



      
        
          
          

        

        
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      (i)
         to
        the
        Group 1 Swap Counterparty, any Net Swap Payment owed to the Group 1 Swap
        Counterparty pursuant to the Group 1 Swap Agreement for such Distribution
        Date
        to the extent unpaid from the Interest Remittance Amount for Pool 1 and from
        the
        Principal Distribution Amount for Pool 1;

      


      (ii)
         to
        the
        Group 1 Swap Counterparty, any Swap Termination Payment not due to a Group
        1
        Swap Counterparty Trigger Event owed to the Group 1 Swap Counterparty pursuant
        to the Group 1 Swap Agreement to the extent unpaid from the Interest Remittance
        Amount for Pool 1 and from the Principal Distribution Amount for Pool
        1;

      


      (iii)
         to
        the
        Group 1 Senior Certificates, pro
        rata, Current
        Interest and any Carryforward Interest for each such Class and such Distribution
        Date, to the extent unpaid and in the priorities set forth in Sections
        5.02(b)(iii) and 5.02(h)(i) above;

      


      (iv)
         [Reserved]

      


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

      


      (vi)
         to
        the
        Group 1 Senior Certificates, any remaining Basis Risk Shortfalls and Unpaid
        Basis Risk Shortfalls, pro rata, in proportion to such amounts, for each
        such
        class and for such Distribution Date to the extent unpaid after distributions
        pursuant to Section 5.02(h)(iv) above for such Distribution Date;

      


      (vii)
         [Reserved]

      


      (viii)
         concurrently,
        on a pro
        rata
        basis,
        to the Group 1 Senior Certificates, any Deferred Amount (and any interest
        accrued on such Deferred Amounts at the related Interest Rate) for such class
        and such Distribution Date to the extent unpaid after application of amounts
        distributed pursuant to Section 5.02(h)(vi) above for such Distribution Date;
        provided,
        however,
        that the
        sum of all such amounts distributed pursuant to this Section 5.02(i)(viii)
        and
        all amounts distributed pursuant to Sections 5.02(i)(v) and 5.02(i)(ix) and
        Sections 5.02(h)(iii), 5.02(h)(vi) and 5.02(h)(vii) shall not exceed the
        aggregate amount of cumulative Realized Losses on the Pool 1 Mortgage Loans
        incurred from the Cut-off Date through the last day of the related Collection
        Period;

      


      (ix)
         [Reserved]

      



      
        
          
          

        

        
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      (x)
         if
        applicable, to the Group 1 Swap Termination Receipts Account for application
        to
        the purchase of a replacement swap agreement pursuant to Section
        5.09;

      


      (xi)
         to
        the
        Group 1 Swap Counterparty, any Swap Termination Payment due to a Group 1
        Swap
        Counterparty Trigger Event owed to the Group 1 Swap Counterparty pursuant
        to the
        Group 1 Swap Agreement; and

      


      (xii)
         Class
        I-SX Component of the Class I-X Certificates, any remaining Group 1 Swap
        Amount.

      


      (j)
         On
        each
        Distribution Date on or prior to a Section 7.01(d) Purchase Event related
        to the
        Pooling REMIC I Regular Interests, the Trustee shall distribute any Pool
        1
        Monthly Excess Cashflow for such Distribution Date, after application of
        payments are made for such Distribution Date under Sections 5.02(h) and (i)
        above, in the following order of priority:

      


      (i)
         For
        each
        Distribution Date, Pool 1 Monthly Excess Cashflow will be paid to the Group
        1
        Certificates and the Class I-AIO Certificates after application of the Interest
        Remittance Amount and the Principal Remittance Amount in the following order
        of
        priority:

      


      (A)
         concurrently, on
        a pro
        rata basis, based on amounts due, to the Group 1 Senior Certificates and
        the
        Class I-AIO Certificates, Current Interest and any Carryforward Interest
        for
        such Classes for such Distribution Date, to the extent unpaid pursuant to
        Section 5.02(b)(iii) above and Sections 5.02(h) and 5.02(i) above; provided,
        however,
        that
        any shortfall in Current Interest and Carryforward Interest shall be allocated
        among such Classes in proportion to the amount of Current Interest and
        Carryforward Interest that would otherwise be distributable
        thereon;

      


      (B)
         to
        the
        Certificate Insurer, any Reimbursement Amounts owed to the Certificate Insurer
        with respect to draws made under the Certificate Insurance Policy for the
        Insured Certificates with respect to (i) interest, to the extent unpaid pursuant
        to Section 5.02(b)(iv) above, and (ii) principal, to the extent unpaid pursuant
        to Sections 5.02(d)(i)(C) or (ii)(C) above;

      


      (C)
         to
        the
        Group 1 Subordinate Certificates, in accordance with the Group 1 Subordinate
        Priority, any Current Interest and Carryforward Interest for such Classes
        for
        such Distribution Date, to the extent unpaid pursuant to Sections 5.02(b)(v),
        5.02(h) and 5.02(i) above; and;

      


      (D)
         to
        the
        Trustee, any amounts reimbursable pursuant to Section 4.04(b)(i) allocable
        to Pool 1 and not previously reimbursed to the Trustee.

      


      (ii)
         for
        each
        Distribution Date occurring (a) before the Pool 1 Stepdown Date or (b) on
        or
        after the Pool 1 Stepdown Date but for which a Pool 1 Trigger Event is in
        effect, and after giving effect to the distributions described above under
        clauses (h) and (i), then until the aggregate Class Principal Amount of the
        Group 1 Certificates equals the Pool 1 Target Amount, in reduction of the
        Class
        Principal Amounts of the Group 1 Certificates in the following order of
        priority:

      



      
        
          
          

        

        
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      (A)
         to
        each
        Class of Group 1 Senior Certificates, in accordance with the Group 1 Senior
        Priority, in reduction of their respective Class Principal Amounts, until
        the
        Class Principal Amount of each such class has been reduced to zero;
        and

      


      (B)
         to
        the
        Group 1 Subordinate Certificates, in accordance with the Group 1 Subordinate
        Priority, in reduction of their Class Principal Amounts, until the Class
        Principal Amount of each such Class has been reduced to zero;

      


      (iii)
         for
        each
        Distribution Date occurring on or after the Pool 1 Stepdown Date and for
        which a
        Pool 1 Trigger Event is
        not in effect,
        and
        after giving effect to the distributions described above under clauses (h)
        and
        (i), in the following order of priority:

      


      (A)
         to
        each
        class of Group 1 Senior Certificates, in accordance with the Group 1 Senior
        Priority, in reduction of their respective Class Principal Amounts, until
        the
        aggregate Class Principal Amount of such Group 1 Senior Certificates, after
        giving effect to distributions on such Distribution Date, equals the Pool
        1
        Senior Target Amount;

      


      (B)
         to
        the
        Class I-M1 Certificates, in reduction of their Class Principal Amount, until
        the
        aggregate Class Principal Amount of the Group 1 Senior Certificates and the
        Class I-M1 Certificates, after giving effect to distributions on such
        Distribution Date, equals the I-M1 Target Amount;

      


      (C)
         to
        the
        Class I-M2 Certificates, in reduction of their Class Principal Amount, until
        the
        aggregate Class Principal Amount of the Group 1 Senior Certificates and the
        Class I-M1 and Class I-M2 Certificates, after giving effect to distributions
        on
        such Distribution Date, equals the I-M2 Target Amount;

      


      (D)
         to
        the
        Class I-M3 Certificates, in reduction of their Class Principal Amount, until
        the
        aggregate Class Principal Amount of the Group 1 Senior Certificates and the
        Class I-M1, Class I-M2 and Class I-M3 Certificates, after giving effect to
        distributions on such Distribution Date, equals the I-M3 Target
        Amount;

      


      (E)
         to
        the
        Class I-M4 Certificates, in reduction of their Class Principal Amount, until
        the
        aggregate Class Principal Amount of the Group 1 Senior Certificates and the
        Class I-M1, Class I-M2, Class I-M3 and Class I-M4 Certificates, after giving
        effect to distributions on such Distribution Date, equals the I-M4 Target
        Amount;

      


      (F)
         to
        the
        Class I-M5 Certificates, in reduction of their Class Principal Amount, until
        the
        aggregate Class Principal Amount of the Group 1 Senior Certificates and the
        Class I-M1, Class I-M2, Class I-M3, Class I-M4 and Class I-M5 Certificates,
        after giving effect to distributions on such Distribution Date, equals the
        I-M5
        Target Amount;

      



      
        
          
          

        

        
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      (G)
         to
        the
        Class I-M6 Certificates, in reduction of their Class Principal Amount, until
        the
        aggregate Class Principal Amount of the Group 1 Senior Certificates and the
        Class I-M1, Class I-M2, Class I-M3, Class I-M4, Class I-M5 and Class I-M6
        Certificates, after giving effect to distributions on such Distribution Date,
        equals the I-M6 Target Amount;

      


      (H)
         to
        the
        Class I-M7 Certificates, in reduction of their Class Principal Amount, until
        the
        aggregate Class Principal Amount of the Group 1 Senior Certificates and the
        Class I-M1, Class I-M2, Class I-M3, Class I-M4, Class I-M5, Class I-M6 and
        Class
        I-M7 Certificates, after giving effect to distributions on such Distribution
        Date, equals the I-M7 Target Amount; 

      


      (I)
         to
        the
        Class I-M8 Certificates, in reduction of their Class Principal Amount, until
        the
        aggregate Class Principal Amount of the Group 1 Senior Certificates and the
        Class I-M1, Class I-M2, Class I-M3, Class I-M4, Class I-M5, Class I-M6, Class
        I-M7 and Class I-M8 Certificates, after giving effect to distributions on
        such
        Distribution Date, equals the I-M8 Target Amount; and

      


      (J)
         to
        the
        Class I-M9 Certificates, in reduction of their Class Principal Amount, until
        the
        aggregate Class Principal Amount of the Group 1 Senior Certificates and the
        Class I-M1, Class I-M2, Class I-M3, Class I-M4, Class I-M5, Class I-M6, Class
        I-M7, Class I-M8 and Class I-M9 Certificates, after giving effect to
        distributions on such Distribution Date, equals the I-M9 Target
        Amount;

      


      (iv)
         to
        the
        Pool 1 Basis Risk Reserve Fund, an amount equal to the Pool 1 Basis Risk
        Payment, and then from the Pool 1 Basis Risk Reserve Fund, in the following
        order of priority:

      


      (A)
         pro
        rata,
        to the
        Group 1 Senior Certificates, the amount of any Basis Risk Shortfalls and
        Unpaid
        Basis Risk Shortfalls for each such class and such Distribution Date, in
        proportion to the amount of such shortfalls, to the extent unpaid pursuant
        to
        Section 5.02(h)(iv) and Section 5.02(i)(vi) above);

      


      (B)
         to
        the
        Group 1 Subordinate Certificates, in accordance with the Subordinate Priority,
        any applicable Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls for
        each
        such class and such Distribution Date; and

      


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

      


      provided,
        that, the
        amount of the Pool 1 Basis Risk Payment for any Distribution Date payable
        solely
        pursuant to this clause 5.02(j)(iv) of this Agreement cannot exceed the amount
        of Pool 1 Monthly Excess Cashflow otherwise available for distribution pursuant
        to Section 5.02(j)(iv) of
        this
        Agreement.

      



      
        
          
          

        

        
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      (v)
         pro
        rata,
        in
        proportion to their respective Deferred Amounts (and any interest accrued
        on
        such Deferred Amounts), after giving effect to distributions described above
        on
        such Distribution Date, to the Group 1 Senior Certificates, any applicable
        Deferred Amount and any interest accrued on such Deferred Amount for each
        such
        Class and such Distribution Date;

      


      (vi)
         to
        the
        Group 1 Subordinate Certificates, in accordance with the Group 1 Subordinate
        Priority, any Deferred Amount for each such class and such Distribution
        Date;

      


      (vii)
         to
        the
        Class I-XS Component of the Class I-X Certificates, the Class I-X Distributable
        Amount (less any Pool 1 Basis Risk Payment for such Distribution Date) for
        such
        Distribution Date; 

      


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

      


      (ix)
         to
        the
        Supplemental Interest Trust, for distribution pursuant to clause 5.02(i)(xi),
        any Swap Termination Payment due to a Group 1 Swap Counterparty Trigger Event
        owed to the Group 1 Swap Counterparty pursuant to the Swap Agreement;
        and

      


      (x)
         to
        the
        Class I-LT-R and Class I-R Certificates, any remaining amount.

      


      (k)
         On
        each
        Distribution Date on or prior to a Section 7.01(d) Purchase Event related
        to the
        Pooling REMIC II Regular Interests, the Trustee shall distribute any Pool
        2
        Monthly Excess Cashflow for such Distribution Date in the following order
        of
        priority:

      


      (i)
         For
        each
        Distribution Date, Pool 2 Monthly Excess Cashflow will be paid to the Group
        2
        Certificates in the following order of priority:

      


      (A)
         concurrently,
        on a pro
        rata
        basis,
        based on amounts due, to the Group 2 Senior Certificates and the Class II-AIO
        Certificates, Current Interest and any Carryforward Interest for such classes
        for such Distribution Date due pursuant to Section 5.02(c)(ii) above, to
        the
        extent unpaid pursuant to such clause; provided, however, that any shortfall
        in
        Current Interest and Carryforward Interest will be allocated to such classes
        in
        proportion to the amount of Current Interest and Carryforward Interest that
        would otherwise be distributable therein; 

      


      (B)
         to
        the
        Group 2 Subordinate Certificates, in accordance with the Group 2 Subordinate
        Priority, any Current Interest and Carryforward Interest for such Classes
        for
        such Distribution Date, to the extent unpaid pursuant to Section 5.02(c)(iii);
        and

      


      (C)
         to
        the
        Trustee, any amounts reimbursable pursuant to Section 4.04(b)(i) allocable
        to Pool 2 and not previously reimbursed to the Trustee.

      



      
        
          
          

        

        
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      (ii)
         for
        each
        Distribution Date occurring (a) before the Pool 2 Stepdown Date or (b) on
        or
        after the Pool 2 Stepdown Date but for which a Pool 2 Trigger Event is in
        effect, then until the aggregate Class Principal Amount of the Group 2
        Certificates equals the Pool 2 Target Amount, in reduction of the Class
        Principal Amounts of the Group 2 Certificates in the following order of
        priority:

      


      (A)
         to
        each
        such class of Group 2 Senior Certificates, in accordance with Group 2 Senior
        Priority, in reduction of their respective Class Principal Amounts, until
        the
        Class Principal Amount of each such class has been reduced to zero;
        and

      


      (B)
         to
        the
        Group 2 Subordinate Certificates, in accordance with the Group 2 Subordinate
        Priority, in reduction of their Class Principal Amounts, until the Class
        Principal Amount of each such Class has been reduced to zero; 

      


      (iii)
         for
        each
        Distribution Date occurring on or after the Pool 2 Stepdown Date and for
        which a
        Pool 2 Trigger Event is
        not in effect,
        in the
        following order of priority:

      


      (A)
         to
        each
        class of Group 2 Senior Certificates, in accordance with the Group 2 Senior
        Priority, in reduction of their respective Class Principal Amounts, until
        the
        aggregate Class Principal Amount of such Group 2 Senior Certificates, after
        giving effect to distributions on such Distribution Date, equals the Pool
        2
        Senior Target Amount;

      


      (B)
         to
        the
        Class II-M1 Certificates, in reduction of their Class Principal Amount, until
        the aggregate Class Principal Amount of the Group 2 Senior Certificates and
        the
        Class II-M1 Certificates, after giving effect to distributions on such
        Distribution Date, equals the II-M1 Target Amount;

      


      (C)
         to
        the
        Class II-M2 Certificates, in reduction of their Class Principal Amount, until
        the aggregate Class Principal Amount of the Group 2 Senior Certificates and
        the
        Class II-M1 and Class II-M2 Certificates, after giving effect to distributions
        on such Distribution Date, equals the II-M2 Target Amount;

      


      (D)
         to
        the
        Class II-M3 Certificates, in reduction of their Class Principal Amount, until
        the aggregate Class Principal Amount of the Group 2 Senior Certificates and
        the
        Class II-M1, Class II-M2 and Class II-M3 Certificates, after giving effect
        to
        distributions on such Distribution Date, equals the II-M3 Target
        Amount;

      


      (E)
         to
        the
        Class II-M4 Certificates, in reduction of their Class Principal Amount, until
        the aggregate Class Principal Amount of the Group 2 Senior Certificates and
        the
        Class II-M1, Class II-M2, Class II-M3 and Class II-M4 Certificates, after
        giving
        effect to distributions on such Distribution Date, equals the II-M4 Target
        Amount;

      


      (F)
         to
        the
        Class II-M5 Certificates, in reduction of their Class Principal Amount, until
        the aggregate Class Principal Amount of the Group 2 Senior Certificates and
        the
        Class II-M1, Class II-M2, Class II-M3, Class II-M4 and Class II-M5 Certificates,
        after giving effect to distributions on such Distribution Date, equals the
        II-M5
        Target Amount;

      



      
        
          
          

        

        
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      (G)
         to
        the
        Class II-M6 Certificates, in reduction of their Class Principal Amount, until
        the aggregate Class Principal Amount of the Group 2 Senior Certificates and
        the
        Class II-M1, Class II-M2, Class II-M3, Class II-M4, Class II-M5 and Class
        II-M6
        Certificates, after giving effect to distributions on such Distribution Date,
        equals the II-M6 Target Amount;

      


      (H)
         to
        the
        Class II-M7 Certificates, in reduction of their Class Principal Amount, until
        the aggregate Class Principal Amount of the Group 2 Senior Certificates and
        the
        Class II-M1, Class II-M2, Class II-M3, Class II-M4, Class II-M5, Class II-M6
        and
        Class II-M7 Certificates, after giving effect to distributions on such
        Distribution Date, equals the II-M7 Target Amount;

      


      (I)
         to
        the
        Class II-M8 Certificates, in reduction of their Class Principal Amount, until
        the aggregate Class Principal Amount of the Group 2 Senior Certificates and
        the
        Class II-M1, Class II-M2, Class II-M3, Class II-M4, Class II-M5, Class II-M6,
        Class II-M7 and Class II-M8 Certificates, after giving effect to distributions
        on such Distribution Date, equals the II-M8 Target Amount; and

      


      (J)
         to
        the
        Class II-M9 Certificates, in reduction of their Class Principal Amount, until
        the aggregate Class Principal Amount of the Group 2 Senior Certificates and
        the
        Class II-M1, Class II-M2, Class II-M3, Class II-M4, Class II-M5, Class II-M6,
        Class II-M7, Class II-M8 and Class II-M9 Certificates, after giving effect
        to
        distributions on such Distribution Date, equals the II-M9 Target
        Amount;

      


      (iv)
         to
        the
        Pool 2 Basis Risk Reserve Fund, an amount equal to the Pool 2 Basis Risk
        Payment
        and any amounts received under the Group 2 Cap Agreement (provided,
        however,
        that
        payments received from the Group 2 Cap Agreement shall be applied before
        amounts
        with respect to Pool 2 Basis Risk Payments and shall be for the sole benefit
        of
        the Class II-A3 and Class II-A4 Certificates and, to the extent of any excess,
        the Class II-CX Component of the Class II-X Certificates, pursuant to priority
        (C) below), and, for the benefit of the Class II-A1 Certificates only, any
        payment received in respect of the Balance Guaranteed Cap Agreement, and
        then
        from the Pool 2 Basis Risk Reserve Fund, in the following order of
        priority:

      


      (A)
         concurrently:

      


      (1)
         pro
        rata,
        to the
        Group 2 Senior Certificates (other than the Class II-A1 Certificates), the
        amount of any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls for
        each
        such Class and such Distribution Date, in proportion to the amount of such
        shortfalls; and

      


      (2)
         to
        the
        Class II-A1 Certificates, any payments received under the Balance Guaranteed
        Cap
        Agreement for such Distribution Date;

      



      
        
          
          

        

        
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      (B)
         to
        the
        Group 2 Subordinate Certificates, in accordance with the Group 2 Subordinate
        Priority, any applicable Basis Risk Shortfall and Unpaid Basis Risk Shortfall
        for each such Class and such Distribution Date; and

      


      (C)
         to
        the
        Class II-CX Component of the Class II-X Certificates, the sum of (a) any
        amounts
        remaining in the Pool 2 Basis Risk Reserve Fund, after taking into account
        distributions pursuant to clauses (A) and (B) above, in excess of the Pool
        2 Required Reserve Fund Amount for such Distribution Date, and (b) any Class
        II-CX Excess Cap Amount for such Distribution Date distributable to the Class
        II-CX Component of the Class II-X Certificates as described under Section
        5.06(d);

      


      provided,
        that, the
        amount of the Pool 2 Basis Risk Payment for any Distribution Date payable
        solely
        pursuant to this clause 5.02(k)(iv) of this Agreement cannot exceed the amount
        of Pool 2 Monthly Excess Cashflow otherwise available for distribution pursuant
        to Section 5.02(k)(iv) of
        this
        Agreement.

      


      (v)
         after
        giving effect to distributions described above on such Distribution Date,
        pro
        rata,
        in
        proportion to their Deferred Amounts (and any interest accrued on such Deferred
        Amounts), to the Group 2 Senior Certificates, any applicable Deferred Amount
        and
        any interest accrued on such Deferred Amount for each such Class and such
        Distribution Date;

      


      (vi)
         to
        the
        Group 2 Subordinate Certificates, in accordance with the Group 2 Subordinate
        Priority, any Deferred Amounts for each such Class and such Distribution
        Date;

      


      (vii)
         To
        the
        Class II-XS Component of the Class II-X Certificates, the Class II-X
        Distributable Amount (less any Pool 2 Basis Risk Payment for such Distribution
        Date) for such Distribution Date;

      


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

      


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

      


      (l)
         On
        each
        Distribution Date on or prior to a Section 7.01(d) Purchase Event relating
        to
        the Pooling REMIC I Regular Interests or Pooling REMIC II Regular Interests,
        an
        amount equal to the aggregate of all Prepayment Premiums collected with respect
        to Pool 1 during the preceding Prepayment Period shall be distributed to
        the
        Holders of the Class I-P Certificates and the aggregate of all Prepayment
        Premiums collected with respect to Pool 2 during the preceding Prepayment
        Period
        shall be distributed to the Holders of the Class II-P Certificates.

      



      
        
          
          

        

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

      


      (n)
         On
        each
        Swap Payment Date occurring after a Section 7.01(d) Purchase Event but on
        or
        prior to a Trust Fund Termination Event, the Trustee shall distribute the
        Group
        1 Swap Amount for such date first,
        to the
        Group 1 Swap Counterparty to pay any Net Swap Payment owed to the Group 1
        Swap
        Counterparty pursuant to the Group 1 Swap Agreement for such Swap Payment
        Date;
second,
        to the
        Group 1 Swap Counterparty, to pay any Swap Termination Payment owed to the
        Group
        1 Swap Counterparty pursuant to the Group 1 Swap Agreement for such Swap
        Payment
        Date, third,
        if
        applicable, to the Group 1 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 Group 1 Swap Amount, to the LTURI-holder.

      


      (o)
         On
        each
        Distribution Date occurring after a Section 7.01(d) Purchase Event but on
        or
        prior to a Trust Fund Termination Event, the Trustee shall distribute any
        amounts received from the Group 1 Cap Counterparty under the Group 1 Cap
        Agreement for such Distribution Date first,
        to the
        Group 1 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 Group 1 Cap Counterparty under the Group 1 Cap
        Agreement, to the LTURI-holder.

      


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

      


      (q)
         On
        the
        Business Day before each Distribution Date occurring after a Section 7.01(d)
        Purchase Event but on or prior to a Trust Fund Termination Event, the Trustee
        shall distribute any amounts received from the Group 2 Cap Counterparty under
        the Group 2 Cap Agreement for such Distribution Date first,
        to the
        Group 2 Cap Termination Receipts Account, for application to the purchase
        of a
        replacement interest rate cap agreement pursuant to Section 5.09(d); and
        second,
        any
        remaining amount from the Group 2 Cap Counterparty under the Group 2 Cap
        Agreement, to the LTURI-holder.

      



      
        
          
          

        

        
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      Section
        5.03. Allocation
        of Losses.  

      


      (a)
         On
        each
        Distribution Date on or prior to a Section 7.01(d) Purchase Event relating
        to
        the Pooling REMIC I Regular Interests, the Class Principal Amounts of the
        Group
        1 Certificates shall be reduced by the amount of any Pool 1 Applied Loss
        Amount
        for such date, in the following order of priority:

      


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

      


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

      


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

      


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

      


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

      


      (vi)
         to
        the
        Class I-M4 Certificates, until the Class Principal Amount of such Class has
        been
        reduced to zero;

      


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

      


      (viii)
         to
        the
        Class I-M2 Certificates, until the Class Principal Amount of such Class has
        been
        reduced to zero; 

      


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

      


      (x)
         to
        the
        Group 1 Senior Certificates, pro
        rata,
        based on
        their respective Class Principal Amounts, until their respective Class Principal
        Amounts are reduced to zero; provided,
        however,
        that
        any Pool 1 Applied Loss Amounts otherwise allocable to the Class I-A1-1,
        Class
        I-A1-2, Class I-A2 and Class I-A3 Certificates will be applied in reduction
        of
        the aggregate Class Principal Amount of the Class I-A4-1 and Class I-A4-2
        Certificates, pro
        rata,
        until
        the aggregate Class Principal Amount of the Class I-A4-1 and Class I-A4-2
        Certificates has been reduced to zero.

      


      (b)
         On
        each
        Distribution Date on or prior to a Section 7.01(d) Purchase Event relating
        to
        the Pooling REMIC II Regular Interests, the Class Principal Amounts of the
        Group
        2 Certificates shall be reduced by the amount of any Pool 2 Applied Loss
        Amount
        for such date, in the following order of priority:

      



      
        
          
          

        

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

      


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

      


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

      


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

      


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

      


      (vi)
         to
        the
        Class II-M4 Certificates, until the Class Principal Amount of such Class
        has
        been reduced to zero;

      


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

      


      (viii)
         to
        the
        Class II-M2 Certificates, until the Class Principal Amount of such Class
        has
        been reduced to zero; 

      


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

      


      (x)
         to
        the
        Group 2 Senior Certificates, pro
        rata,
        based on
        their respective Class Principal Amounts, until their respective Class Principal
        Amounts are reduced to zero; provided,
        however,
        that
        any Pool 2 Applied Loss Amounts otherwise allocable to the Class II-A1, Class
        II-A2 and Class II-A3 Certificates will first be applied in reduction of
        the
        aggregate Class Principal Amount of the Class II-A4 Certificates, until the
        Class Principal Amount of the Class II-A4 Certificates has been reduced to
        zero
        and, thereafter, in reduction of the Class Principal Amount of the Class
        II-A3
        Certificates, until the Class Principal Amount of the Class II-A3 Certificates
        has been reduced to zero.

      


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

      


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

      



      
        
          
          

        

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

      


      Section
        5.05. Compensating
        Interest Payments.  

      


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

      


      Section
        5.06. Basis
        Risk Reserve Funds.

      



      
        
          
          

        

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

      


      (b)
         On
        each Distribution Date on which there is a payment received under the Group
        1
        Cap Agreement that is based on a notional amount in excess of the aggregate
        Class Principal Amount of the Group
        1
        Senior Certificates (such
        amount, the “Class I-CX Excess Cap Amount”), the Trustee shall distribute such
        Class I-CX Excess Cap Amount to the holder(s) of the Class I-CX Component
        pursuant to Section 5.02(h)(ix). Any
        such
Class
        I-CX
        Excess
        Cap Amount shall not be an asset of the Trust Fund and, instead, shall be
        paid
        into and distributed out of a separate trust created by this Agreement for
        the
        benefit of the Class
        I-CX
        Certificateholders. On each Distribution Date the Trustee shall distribute
        in
        the order of priority and to the extent specified in Section 5.02(j)(iv)
        of this
        Agreement, the Pool 1 Basis Risk Payment, if any, for such Distribution
        Date.

      


      (c)
         On
        the
        Closing Date, the Trustee shall establish and maintain in its name, in trust
        for
        the benefit of the holders of the Group 2 Certificates, the Pool 2 Basis
        Risk
        Reserve Fund, into which LBH shall deposit $1,000. The Pool 2 Basis Risk
        Reserve
        Fund shall be an Eligible Account, and funds on deposit therein shall be
        held
        separate and apart from, and shall not be commingled with, any other moneys,
        including, without limitation, other moneys of the Trustee held pursuant
        to this
        Agreement.

      


      (d)
         On
        each
        Distribution Date on which there is a payment received by the Trustee under
        the
        Group 2 Cap Agreement that is based on a notional amount in excess of the
        aggregate Class Principal Amount of the Class II-A3 and Class II-A4 Certificates
        (such amount, the “Class II-CX Excess Cap Amount”), the Trustee shall not treat
        such payments as amounts on deposit in the Pool 2 Basis Risk Reserve Fund
        for
        purposes of determining the Pool 2 Required Reserve Fund Amount for any
        Distribution Date. Any such Class II-CX Excess Cap Amount shall not be an
        asset
        of the Trust Fund and, instead, shall be paid into and distributed out of
        a
        separate trust created by this Agreement for the benefit of the Class II-CX
        Component of the Class II-X Certificates, and the Trustee shall distribute
        such
        amount to the Class II-CX Component of the Class II-X Certificates pursuant
        to
        Section 5.02(k)(iv)(C). On each Distribution Date the Trustee shall distribute
        in the order of priority and to the extent specified in Section 5.02(k)(iv)
        of
        this Agreement the sum of (without duplication) (a) any payments made by
        the
        Balance Guaranteed Cap Provider to the Trust Fund for such Distribution Date
        with respect to the Balance Guaranteed Cap Agreement (provided, however,
        that
        payments received from the Balance Guaranteed Cap Agreement shall be for
        the
        sole benefit of the Class II-A1 Certificates and, to the extent of any excess,
        the Class II-CX Component of the Class II-X Certificates, pursuant to Section
        5.02(k)(iv)(C), (b) any payments made by the Group 2 Cap Provider to the
        Trust
        Fund for such Distribution Date with respect to the Group 2 Cap Agreement
        (provided, however, that payments received from the Group 2 Cap Agreement
        shall
        be for the sole benefit of the Class II-A3 and Class II-A4 Certificates and,
        to
        the extent of any excess, the Class II-CX Component of the Class II-X
        Certificates, pursuant to Section 5.02(k)(iv)(C) and (c) the Pool 2 Basis
        Risk
        Payment, if any, for such Distribution Date.

      



      
        
          
          

        

        
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      (e)
         Funds
        in
        the Pool 1 Basis Risk Reserve Fund and Pool 2 Basis Risk Reserve Fund shall
        be
        invested in Eligible Investments. The Class I-X Certificates and the Class
        II-X
        Certificates shall evidence ownership of the Pool 1 Basis Risk Reserve Fund
        and
        the Pool 2 Basis Risk Reserve Fund, respectively, for federal income tax
        purposes and LBH on behalf of the Holders thereof shall direct the Trustee,
        in
        writing, as to investment of amounts on deposit therein. LBH shall be liable
        for
        any losses incurred on such investments. In the absence of written instructions
        from LBH as to investment of funds on deposit in the Pool 1 Basis Risk Reserve
        Fund and Pool 2 Basis Risk Reserve Fund, such funds shall remain uninvested.
        The
        Pool 1 Basis Risk Reserve Fund will be terminated after the earlier of (A)
        a
        Section 7.01(d) Purchase Event or (B) a Pool 1 Termination Event and any
        funds
        remaining in such fund upon such termination shall be released to the Holders
        of
        the I-XS Component of the Class I-X Certificates. The Pool 2 Basis Risk Reserve
        Fund will be terminated after the earlier of (A) a Section 7.01(d) Purchase
        Event or (B) a Pool 2 Termination Event and any funds remaining in such fund
        upon such termination shall be released to the Holders of the II-XS Component
        of
        the Class II-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
        holders of the Group 1 Certificates. The Trustee, as trustee of the Supplemental
        Interest Trust, shall establish an account (the “Group 1 Swap Account”), into
        which LBH shall initially deposit $1,000 on the Closing Date. The Group 1
        Swap
        Account shall be an Eligible Account, and funds on deposit therein shall
        be held
        separate and apart from, and shall not be commingled with, any other moneys,
        including, without limitation, other moneys of the Trustee held pursuant
        to this
        Agreement. 

      


      (b)
         The
        Trustee, as trustee of the Supplemental Interest Trust, shall establish an
        account (the “Group 1 Cap Account”), into which LBH shall initially deposit
        $1,000. The Group 1 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)
         The
        Trustee, on behalf of the Supplemental Interest Trust, shall establish an
        account (the “Group 1 Collateral Account”) into which funds shall be deposited
        pursuant to Section 5.07(k). The Group 1 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)
         Reserved.

      


      (e)
         The
        Trustee, on behalf of the Trust Fund, shall establish an account (the “Group 2
        Collateral Account”) into which funds shall be deposited pursuant to Section
        5.07(k). The Group 2 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.

      



      
        
          
          

        

        
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      (f)
         The
        Trustee shall deposit into the Group 1 Swap Account any Net Swap Payment
        required pursuant to Sections 5.02(b), (d), and (i), any Swap Termination
        Payment required pursuant to Sections 5.02(b), (d) and (i), any amounts received
        from the Group 1 Swap Counterparty under the Group 1 Swap Agreement, and
        shall
        distribute from the Group 1 Swap Account any Net Swap Payment required pursuant
        to Section 5.02(i)(i) or Swap Termination Payment required pursuant to Sections
        5.02(i)(ii) and (xi).

      


      (g)
         The
        Trustee shall deposit into the Group 1 Cap Account any amounts received from
        the
        Group 1 Cap Counterparty under the Group 1 Cap Agreement.

      


      (h)
         Funds
        in
        the Group 1 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(i). The Class I-X Certificates shall evidence ownership of the
        Group 1 Swap Account for federal income tax purposes and the Holder thereof
        shall direct the Trustee, in writing, as to investment of amounts on deposit
        therein. The Class I-X Certificateholders shall be liable for any losses
        incurred on such investments. In the absence of written instructions from
        the
        Class I-X Certificateholders as to investment of funds on deposit in the
        Group 1
        Swap Account, such funds shall remain uninvested. Any amounts on deposit
        in the
        Group 1 Swap Account in excess of the Group 1 Swap Amount on any Distribution
        Date shall be held for distribution pursuant to Section 5.02(i) on the following
        Distribution Date.

      


      (i)
         Funds
        in
        the Group 1 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). The Class I-X Certificates shall evidence ownership of the
        Group 1 Cap Account for federal income tax purposes and the Holder thereof
        shall
        direct the Trustee, in writing, as to investment of amounts on deposit therein.
        The Class I-X Certificateholders shall be liable for any losses incurred
        on such
        investments. In the absence of written instructions from the Class I-X
        Certificateholders as to investment of funds on deposit in the Group 1 Cap
        Account, such funds shall remain uninvested. Any amounts on deposit in the
        Group
        1 Cap Account in excess of the Group 1 Cap Amount on any Distribution Date
        shall
        be held for distribution pursuant to Section 5.02(h), on the following
        Distribution Date.

      


      (j)
         Reserved.

      


      (k)
         Funds
        required to be held pursuant to the Credit Support Annex shall be deposited
        into
        the Group 1 Collateral Account or the Group 2 Collateral Account, as applicable.
        Funds posted by the Group 1 Cap Counterparty and/or the Group 1 Swap
        Counterparty (or its credit support provider), the Balance Guaranteed Cap
        Counterparty (or its credit support provider) or the Group 2 Cap Counterparty
        (or its credit support provider) in the applicable Collateral Account shall
        be
        invested in Eligible Investments at the written direction of the Group 1
        Cap
        Counterparty, the Group 1 Swap Counterparty, the Balance Guaranteed Cap
        Counterparty or the Group 2 Cap Counterparty, as applicable. Any interest
        earnings on such amounts shall be remitted to the Group 1 Cap Counterparty,
        the
        Group 1 Swap Counterparty, the Balance Guaranteed Cap Counterparty or the
        Group
        2 Swap Counterparty, as applicable, pursuant to the terms of the related
        Credit
        Support Annex. The Trustee shall not be liable for any losses incurred on
        such
        investments. In the absence of written instructions from the Group 1 Cap
        Counterparty and/or the Group 1 Swap Counterparty (or its credit support
        provider), the Balance Guaranteed Cap Counterparty (or its credit support
        provider) or the Group 2 Cap Counterparty (or its credit support provider)
        as to
        investment of funds on deposit in the Collateral Accounts, such funds shall
        remain uninvested.

      



      
        
          
          

        

        
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      (i)
         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 Group 1 Swap Counterparty as a result of its failure
        to make
        payments pursuant to the Group 1 Swap Agreement, amounts necessary to cover
        such
        shortfall shall be removed from the Group 1 Collateral Account, remitted
        to the
        Group 1 Swap Account and distributed as all or a portion of such Net Swap
        Payment or Swap Termination Payment pursuant to Section 5.02(i). On any
        Distribution Date as to which a shortfall exists with respect to Group 1
        Cap
        Amount owed by the Cap Counterparty as a result of its failure to make payments
        pursuant to the Group 1 Cap Agreement, amounts necessary to cover such shortfall
        shall be removed from the Group 1 Collateral Account, remitted to the Group
        1
        Cap Account and distributed as all or a portion of such Group 1 Cap Amount
        pursuant to Section 5.02(h). Any amounts on deposit in the Group 1 Collateral
        Account required to be returned to the Group 1 Cap Counterparty (or its credit
        support provider) and/or the Group 1 Swap Counterparty (or its credit support
        provider), as applicable, as a result of (i) the termination of the Group
        1 Swap
        Agreement or the Group 1 Cap Agreement, as applicable, (ii) the procurement
        of a
        guarantor, (iii) the reinstatement of required ratings or (iv) otherwise
        pursuant to the Group 1 Swap Agreement, shall be released directly to the
        Group
        1 Swap Counterparty and/or the Group 1 Cap Counterparty, as applicable, pursuant
        to the terms of the related Credit Support Annex.

      


      (ii)
         On
        any
        Distribution Date as to which a shortfall exists with respect to the Pool
        2
        Basis Risk Reserve Fund owed by the Balance Guaranteed Cap Counterparty as
        a
        result of its failure to make payments pursuant to the Balance Guaranteed
        Cap
        Agreement, amounts necessary to cover such shortfall shall be removed from
        the
        Group 2 Collateral Account, remitted to the Pool 2 Basis Risk Reserve Fund
        and
        distributed as all or a portion of such Balance Guaranteed Cap Amount pursuant
        to Section 5.02(k)(iv). Any amounts on deposit in the Group 2 Collateral
        Account
        required to be returned to the Balance Guaranteed Cap Counterparty (or its
        credit support provider) as a result of (i) the termination of the Balance
        Guaranteed Cap Agreement, (ii) the procurement of a guarantor or (iii) the
        reinstatement of required ratings, shall be released directly to the Balance
        Guaranteed Cap Counterparty pursuant to the terms of the related Credit Support
        Annex.

      


      (iii)
         On
        any
        Distribution Date as to which a shortfall exists with respect to the Pool
        2
        Basis Risk Reserve Fund owed by the Group 2 Cap Counterparty as a result
        of its
        failure to make payments pursuant to the Group 2 Cap Agreement, amounts
        necessary to cover such shortfall shall be removed from the Group 2 Collateral
        Account, remitted to the Pool 2 Basis Risk Reserve Fund and distributed as
        all
        or a portion of such Group 2 Cap Amount pursuant to Section 5.02(k)(iv).
        Any
        amounts on deposit in the Group 2 Collateral Account required to be returned
        to
        the Group 2 Cap Counterparty (or its credit support provider) as a result
        of (i)
        the termination of the Group 2 Cap Agreement, (ii) the procurement of a
        guarantor or (iii) the reinstatement of required ratings, shall be released
        directly to the Group 2 Cap Counterparty pursuant to the terms of the related
        Credit Support Annex.

      



      
        
          
          

        

        
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      (l)
         Upon
        a
        Pool 1 Termination Event or termination of the Trust Fund, (i) any amounts
        remaining in the Group 1 Swap Account shall be distributed pursuant to the
        priorities set forth in Section 5.02(i) and (ii) any amounts remaining in
        the
        Group 1 Cap Account shall be distributed pursuant to the priorities set forth
        in
        Section 5.02(h).

      


      (m)
         Reserved.

      


      (n)
         Reserved.

      


      (o)
         Upon
        termination of the Trust Fund, any amounts remaining in the Group 1 Collateral
        Account and the Group 2 Collateral Account shall be distributed as required
        pursuant to the terms of the Credit Support Annex.

      


      (p)
         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 I-X
        Certificate
        unless
        and until the date when either (i) there is more than one holder of the
        Class I-X Certificates or (ii) any Class of Certificates in addition to the
        Class I-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.

      


      (q)
         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 Group 1
        Swap
        Agreement shall be deemed to be an obligation of the Supplemental Interest
        Trust.

      


      (r)
         In
        the
        event that either the Group 1 Swap Counterparty or the Group 1 Cap Counterparty
        fails to perform any of its obligations under the Group 1 Swap Agreement
        or the
        Group 1 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 Group 1 Swap Agreement or the Group
        1
        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 Group 1 Swap Agreement or the Group 1 Cap Agreement, as
        applicable), the Trustee on behalf of the Supplemental Interest Trust, shall
        (upon a Responsible Officer of the Trustee receiving written notice or having
        actual knowledge of the occurrence thereof), no later than the next Business
        Day
        following such failure, breach or occurrence, of which the Trustee has actual
        knowledge, notify the Group 1 Swap Counterparty or Group 1 Cap Counterparty,
        as
        applicable, and give any notice of such failure and make any demand for payment
        pursuant to the Group 1 Swap Agreement or Group 1 Cap Agreement, as applicable.
        In the event that the Group 1 Swap Counterparty’s obligations under the Group 1
        Swap Agreement or the Group 1 Cap Counterparty’s obligations under the Group 1
        Cap Agreement are at any time guaranteed by a third party, then to the extent
        that the Group 1 Swap Counterparty or the Group 1 Cap Counterparty fails
        to make
        any payment or delivery required under terms of the Group 1 Swap Agreement
        or
        the Group 1 Cap Agreement, as applicable, the Trustee, on behalf of the
        Supplemental Interest Trust, shall (upon a Responsible Officer of the Trustee
        receiving written notice or having actual knowledge of the occurrence thereof),
        no later than the next Business Day following such failure, demand that such
        guarantor make any and all payments then required to be made by the applicable
        guarantor.

      



      
        
          
          

        

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

      


      Section
        5.08. Rights
        of Group 1 Swap Counterparty.  

      


      The
        Group
        1 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 Group 1 Swap
        Agreement), to enforce its rights under this Agreement, which rights include
        but
        are not limited to the obligation of the Trustee (A) to deposit any Net Swap
        Payment required pursuant to Sections 5.02(b), (d) and (i), and any Swap
        Termination Payment required pursuant to Sections 5.02(b), (d) and (i), into
        the
        Group 1 Swap Account, (B) to pay any Net Swap Payment required pursuant to
        Section 5.02(i)(i) or Swap Termination Payment required pursuant to Sections
        5.02(i)(ii) and (i)(xi) to the Group 1 Swap Counterparty and (C) to establish
        and maintain the Group 1 Swap Account, to make such deposits thereto,
        investments therein and distributions therefrom as are required pursuant
        to this
        Section 5.08. For the protection and enforcement of the provisions of this
        Section the Group 1 Swap Counterparty shall be entitled to such relief as
        can be
        given either at law or in equity.

      


      Section
        5.09. Termination
        Receipts.  

      


      (a)
         In
        the
        event of an “Early Termination Event” as defined under the Group 1 Swap
        Agreement, (i) any Swap Termination Payment made by the Group 1 Swap
        Counterparty to the Group 1 Swap Account and paid pursuant to Section
        5.02(i)(xi) (“Group 1 Swap Termination Receipts”) will be deposited in a
        segregated non-interest bearing account which shall be an Eligible Account
        established by the Trustee (the “Group 1 Swap Termination Receipts Account”) and
        (ii) any amounts received from a replacement Group 1 Swap Counterparty (“Group 1
        Swap Replacement Receipts”) will be deposited in a segregated non-interest
        bearing account which shall be an Eligible Account established by the Trustee
        (the “Group 1 Swap Replacement Receipts Account”). Solely upon written direction
        of the Depositor, the Trustee shall invest, or cause to be invested, funds
        held
        in the Group 1 Swap Termination Receipts Account and the Group 1 Swap
        Replacement Receipts Account in time deposits of the Trustee as permitted
        by
        clause (ii) of the definition of Eligible Investments or as otherwise directed
        in writing by a majority of the Certificateholders. All such investments
        must be
        payable on demand or mature on a 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 will be made in the name of the Trustee, as trustee of the
        Supplemental Interest Trust (in its capacity as such) or its nominee. All
        income
        and gain realized from any such investment shall be deposited in the Group
        1
        Swap Termination Receipts Account or the Group 1 Swap Replacement Receipts
        Account, as applicable, and all losses, if any, shall be borne by the related
        account.

      



      
        
          
          

        

        
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      Unless
        otherwise permitted by the Rating Agencies as evidenced in a written
        confirmation, the Depositor shall arrange for a replacement Group 1 Swap
        Agreement 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 Group 1 Swap
        Termination Receipts Account, if necessary, to enter into a replacement Group
        1
        Swap Agreement 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
        Group 1 Swap Agreement) that such replacement Group 1 Swap Agreement will
        not
        result in the reduction or withdrawal of the rating of any outstanding Class
        of
        Group 1 Senior Certificates with respect to which it is a Rating
        Agency.

      


      Amounts
        on deposit in the Group 1 Swap Replacement Receipts Account shall be held
        for
        the benefit of the related Group 1 Swap Counterparty and paid to such Group
        1
        Swap Counterparty if the Supplemental Interest Trust is required to make
        a
        payment to such Group 1 Swap Counterparty following an event of default or
        termination event with respect to the Supplemental Interest Trust under the
        related Group 1 Swap Agreement. Any amounts not so applied shall, following
        the
        termination or expiration of such Group 1 Swap Agreement, be paid to the
        Class
        I-X Certificates.

      


      (b)
         In
        the
        event of an “Early Termination Event” as defined under the Group 1 Cap
        Agreement, (i) any Group 1 Cap Termination Payment made by the Group 1 Cap
        Counterparty to the Group 1 Cap Account and paid pursuant to Section
        5.02(h)(viii) (“Group 1 Cap Termination Receipts”) will be deposited in a
        segregated non-interest bearing account which shall be an Eligible Account
        established by the Trustee (the “Group 1 Cap Termination Receipts Account”) and
        (ii) any amounts received from a replacement Cap Counterparty (“Group 1 Cap
        Replacement Receipts”) shall be deposited in a segregated non-interest bearing
        account which shall be an Eligible Account established by the Trustee (the
        “Group 1 Cap Replacement Receipts Account”). Solely upon written direction of
        the Depositor, the Trustee shall invest, or cause to be invested, funds held
        in
        the Group 1 Cap Termination Receipts Account and the Group 1 Cap Replacement
        Receipts Account in time deposits of the Trustee as permitted by clause (ii)
        of
        the definition of Eligible Investments or as otherwise directed in writing
        by a
        majority of the Group 1 Senior Certificateholders. All such investments must
        be
        payable on demand or mature on a Distribution Date or such other date as
        directed by the Group 1 Senior 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, as trustee of the
        Supplemental Interest Trust (in its capacity as such) or its nominee. All
        income
        and gain realized from any such investment shall be deposited in the Group
        1 Cap
        Termination Receipts Account or the Group 1 Cap Replacement Receipts Account,
        as
        applicable, and all losses, if any, shall be borne by the related
        account.

      



      
        
          
          

        

        
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      Unless
        otherwise permitted by the Rating Agencies as evidenced in a written
        confirmation, the Depositor shall arrange for replacement Group 1 Cap
        Agreement(s) or procure a replacement guarantor, if applicable, and the Trustee
        shall promptly, at the written direction of, and with the assistance and
        cooperation of the Depositor, use amounts on deposit in the Group 1 Cap
        Termination Receipts Account, if necessary, to enter into replacement Cap
        Agreement(s) or to execute any other agreements with respect to such replacement
        guarantor, if applicable, which shall be executed and delivered by the Trustee
        on behalf of the Supplemental Interest Trust upon receipt of written
        confirmation from each Rating Agency (if required pursuant to the terms of
        the
        Group 1 Cap Agreement) that such replacement Cap Agreement(s) will not result
        in
        the reduction or withdrawal of the rating of any outstanding Group 1 Senior
        Certificates with respect to which it is a Rating Agency.

      


      Amounts
        on deposit in the Group 1 Cap Replacement Receipts Account shall be held
        for the
        benefit of the Group 1 Cap Counterparty and paid to the Group 1 Cap Counterparty
        if the Supplemental Interest Trust is required to make a payment to the Group
        1
        Cap Counterparty following an event of default or termination event with
        respect
        to the Supplemental Interest Trust under the Group 1 Cap Agreement. Any amounts
        not so applied shall, following the termination or expiration of the Group
        1 Cap
        Agreement, be paid to the Class I-X Certificates.

      


      (c)
         In
        the
        event of an “Early Termination Event” as defined under the Balance Guaranteed
        Cap Agreement, (i) any Balance Guaranteed Cap Termination Payment made by
        the
        Balance Guaranteed Cap Counterparty will be deposited in a segregated
        non-interest bearing account which shall be an Eligible Account established
        by
        the Trustee (the “Balance Guaranteed Cap Termination Receipts Account”) and (ii)
        any amounts received from a replacement Cap Counterparty (“Balance Guaranteed
        Cap Replacement Receipts”) shall be deposited in a segregated non-interest
        bearing account which shall be an Eligible Account established by the Trustee
        (the “Balance Guaranteed Cap Replacement Receipts Account”). Solely upon written
        direction of the Depositor, the Trustee shall invest, or cause to be invested,
        funds held in the Balance Guaranteed Cap Termination Receipts Account and
        the
        Balance Guaranteed Cap Replacement Receipts Account in time deposits of the
        Trustee as permitted by clause (ii) of the definition of Eligible Investments
        or
        as otherwise directed in writing by a majority of the Class II-A1
        Certificateholders. All such investments must be payable on demand or mature
        on
        a Distribution Date or such other date as directed by the Class II-A1
        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, as trustee of the Trust Fund (in its capacity as such) or
        its
        nominee. All income and gain realized from any such investment shall be
        deposited in the Balance Guaranteed Cap Termination Receipts Account or the
        Balance Guaranteed Cap Replacement Receipts Account, as applicable, and all
        losses, if any, shall be borne by the related account.

      



      
        
          
          

        

        
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      Unless
        otherwise permitted by the Rating Agencies as evidenced in a written
        confirmation, the Depositor shall arrange for replacement Cap Agreement(s)
        or
        procure a replacement guarantor, if applicable, and the Trustee shall promptly,
        at the written direction of, and with the assistance and cooperation of the
        Depositor, use amounts on deposit in the Balance Guaranteed Cap Termination
        Receipts Account, if necessary, to enter into replacement Cap Agreement(s)
        or to
        execute any other agreements with respect to such replacement guarantor,
        if
        applicable, which shall be executed and delivered by the Trustee on behalf
        of
        the Trust Fund upon receipt of written confirmation from each applicable
        Rating
        Agency (if required pursuant to the terms of the Balance Guaranteed Cap
        Agreement) that such replacement Cap Agreement(s) will not result in the
        reduction or withdrawal of the rating of the Class II-A1
        Certificates.

      


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

      


      (d)
         In
        the
        event of an “Early Termination Event” as defined under the Group 2 Cap
        Agreement, (i) any Group 2 Cap Termination Payment made by the Group 2 Cap
        Counterparty will be deposited in a segregated non-interest bearing account
        which shall be an Eligible Account established by the Trustee (the “Group 2 Cap
        Termination Receipts Account”) and (ii) any amounts received from a replacement
        Cap Counterparty (“Group 2 Cap Replacement Receipts”) shall be deposited in a
        segregated non-interest bearing account which shall be an Eligible Account
        established by the Trustee (the “Group 2 Cap Replacement Receipts Account”).
        Solely upon written direction of the Depositor, the Trustee shall invest,
        or
        cause to be invested, funds held in the Group 2 Cap Termination Receipts
        Account
        and the Group 2 Cap Replacement Receipts Account in time deposits of the
        Trustee
        as permitted by clause (ii) of the definition of Eligible Investments or
        as
        otherwise directed in writing by a majority of the Class II-A3 and Class
        II-A4
        Certificateholders. All such investments must be payable on demand or mature
        on
        a Distribution Date or such other date as directed by the Class II-A3 and
        Class
        II-A4 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, as trustee of the Trust Fund (in its capacity as
        such)
        or its nominee. All income and gain realized from any such investment shall
        be
        deposited in the Group 2 Cap Termination Receipts Account or the Group 2
        Cap
        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 Cap Agreement(s)
        or
        procure a replacement guarantor, if applicable, and the Trustee shall promptly,
        at the written direction of, and with the assistance and cooperation of the
        Depositor, use amounts on deposit in the Group 2 Cap Termination Receipts
        Account, if necessary, to enter into replacement Cap Agreement(s) or to execute
        any other agreements with respect to such replacement guarantor, if applicable,
        which shall be executed and delivered by the Trustee on behalf of the Trust
        Fund
        upon receipt of written confirmation from each applicable Rating Agency (if
        required pursuant to the terms of the Group 2 Cap Agreement) that such
        replacement Cap Agreement(s) will not result in the reduction or withdrawal
        of
        the rating of the Class II-A3 and Class II-A4 Certificates.

      



      
        
          
          

        

        
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      Amounts
        on deposit in the Group 2 Cap Replacement Receipts Account shall be held
        for the
        benefit of the Group 2 Cap Counterparty and paid to the Group 2 Cap Counterparty
        if the Trust Fund is required to make a payment to the Group 2 Cap Counterparty
        following an event of default or termination event with respect to the Trust
        Fund under the Group 2 Cap Agreement. Any amounts not so applied shall,
        following the termination or expiration of such Cap Agreement, be paid to
        the
        II-CX Component of the Class II-X Certificates.

      


      Section
        5.10. The
        Certificate Insurance Policy. 

      


      (a)
         If,
        on
        the Business Day before any Distribution Date, the Trustee determines that
        an
        Insured Amount is required to be made by the Certificate Insurer on such
        Distribution Date, the Trustee shall determine the amount of any such Insured
        Amount and shall give written notice to the Certificate Insurer by completing
        a
        Notice of Nonpayment in the form of Exhibit A to the Certificate Insurance
        Policy and submitting such Notice of Nonpayment by 12:00 noon, New York City
        time on such Business Day as a claim for an Insured Amount. The Trustee’s
        responsibility for delivering a Notice of Nonpayment to the Certificate Insurer,
        as provided in the preceding sentence, is subject to the availability,
        timeliness and accuracy of the information provided to it by the Master Servicer
        in accordance with Section 4.03(a).

      


      In
        the
        event the Trustee receives a certified copy of an order of the appropriate
        court
        that any scheduled payment of principal or interest on a Insured Certificate
        has
        been voided in whole or in part as a preference payment under applicable
        bankruptcy law, the Trustee shall promptly notify the Certificate Insurer
        in
        writing, as appropriate, and the fiscal agent, if any, and the Trustee shall
        make a claim on the Certificate Insurance Policy in accordance with the
        provisions thereof to obtain payment by the Certificate Insurer of such voided
        scheduled payment. In addition, the Trustee shall mail notice to all Holders
        of
        the Insured Certificates so affected that, in the event that any such Holder’s
        scheduled payment is so recovered, such Holder will be entitled to payment
        pursuant to the terms of the Certificate Insurance Policy, a copy of which
        shall
        be made available to such Holders by the Trustee. The Trustee shall furnish
        to
        the Certificate Insurer and the appropriate fiscal agent, if any, its records
        listing the payments on the affected Insured Certificates, if any, that have
        been made by the Trustee and subsequently recovered from the affected Holders,
        and the dates on which such payments were made by the Trustee.

      


      (b)
         At
        the
        time of the execution hereof, and for the purposes hereof, the Trustee shall
        establish the Policy Payments Account over which the Trustee shall have
        exclusive control and sole right of withdrawal. The Policy Payments Account
        shall be an Eligible Account. The Trustee shall deposit any amount paid under
        the Certificate Insurance Policy into the Policy Payments Account and distribute
        such amount only for the purposes of making payments to Holders of the Insured
        Certificates in respect of the Insured Distributions (or other amounts payable
        pursuant to the second paragraph of subsection (a) above on the Insured
        Certificates by the Certificate Insurer pursuant to the Certificate Insurance
        Policy) for which the related claim was made under the Certificate Insurance
        Policy. Such amounts shall be allocated by the Trustee to Holders of Insured
        Certificates entitled to such payments in the same manner as principal and
        interest distributions are to be allocated with respect to such Certificates
        pursuant to Section 5.02. It shall not be necessary for such payments to
        be made
        by checks or wire transfers separate from the checks or wire transfers used
        to
        make regular payments hereunder with funds withdrawn from the Certificate
        Account. However, any payments made on the Insured Certificates from funds
        in
        the Policy Payments Account shall be noted as provided in subsection (e)
        below.
        Funds held in the Policy Payments Account shall not be invested by the
        Trustee.

      



      
        
          
          

        

        
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      (c)
         Any
        funds
        received from the Certificate Insurer for deposit into the Policy Payments
        Account pursuant to the Certificate Insurance Policy in respect of a
        Distribution Date or otherwise as a result of any claim under such Certificate
        Insurance Policy shall be applied by the Trustee directly to the payment
        in full
        (i) of the Insured Amounts due on such Distribution Date on the Insured
        Certificates or (ii) of other amounts to which payments under the Certificate
        Insurance Policy are to be applied. Funds received by the Trustee as a result
        of
        any claim under the Certificate Insurance Policy shall be used solely for
        payment to the Holders of the Insured Certificates and may not be applied
        for
        any other purpose, including, without limitation, satisfaction of any costs,
        expenses or liabilities of the Trustee or the Trust Fund. Any funds remaining
        in
        the Policy Payments Account on the first Business Day after each Distribution
        Date (other than the final Distribution Date to the extent of funds remaining
        in
        the Policy Payments Account required to be paid to Holders of the Insured
        Certificates) shall be remitted promptly to the Certificate Insurer pursuant
        to
        the written instruction of the Certificate Insurer.

      


      (d)
         The
        Trustee shall keep complete and accurate records in respect of (i) all funds
        remitted to the Trustee by the Certificate Insurer and deposited into the
        Policy
        Payments Account and (ii) the allocation of such funds to (A) payments of
        interest on and principal in respect of any Insured Certificates (B) any
        Pool 1
        Applied Loss Amount allocated to the Insured Certificates and (C) payments
        in
        respect of Preference Amounts. The Certificate Insurer shall have the right
        to
        inspect such records at reasonable times during normal business hours upon
        three
        Business Days’ prior notice to the Trustee. Any Insured Amounts disbursed by the
        Trustee from proceeds of the Certificate Insurance Policy shall be considered
        payment by the Certificate Insurer and not by the Trust Fund with respect
        to the
        Insured Certificates and the Certificate Insurer will be entitled to receive
        the
        related Reimbursement Amount pursuant to Section 5.02(b)(iv), 5.02(d)(i)(C)
        or
        5.02(d)(ii)(C), as applicable.

      


      (e)
         The
        Trustee acknowledges, and each Holder of a Insured Certificate by their
        acceptance of such Certificate agree, that, without the need for any further
        action on the part of the Certificate Insurer or the Trustee, to the extent
        the
        Certificate Insurer pays Insured Amounts or Preference Amounts, directly
        or
        indirectly, on account of principal of or interest on any such Class of
        Certificates, the Certificate Insurer will be fully subrogated to the rights
        of
        the Holders of such Class to receive the related Reimbursement Amount pursuant
        to Section 5.02(b)(iv), 5.02(d)(i)(C) or 5.02(d)(ii)(C), as applicable. The
        Holders of each Insured Certificate, by acceptance of their respective Classes
        of Certificates assign their rights as Holders of such Class of Certificates
        to
        the extent of the Certificate Insurer’s interest with respect to amounts paid
        under the Certificate Insurance Policy. Each of the Depositor and Trustee
        agrees
        to such subrogation and, further agrees to execute such instruments and to
        take
        such actions as, in the sole judgment of the Certificate Insurer are necessary
        to evidence such subrogation and, subject to the priority of payment provisions
        of this Agreement, to perfect the rights of the Certificate Insurer to receive
        any moneys paid or payable in respect of the Insured Certificates under this
        Agreement or otherwise. Anything herein to the contrary notwithstanding, solely
        for purposes of determining the Certificate Insurer’s rights as subrogee for
        payments distributable pursuant to Section 5.02, any payment with respect
        to
        distributions to the Insured Certificates that is made with funds received
        pursuant to the terms of the Certificate Insurance Policy shall not be
        considered payment of such Class of Certificates from the Trust Fund and
        shall
        not result in the distribution or the provision for the distribution in
        reduction of the Class Principal Amount of such Class of Certificates or
        Current
        Interest thereon, within the meaning of Article V.

      



      
        
          
          

        

        
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      (f)
         The
        Trustee shall promptly notify the Certificate Insurer of either of the following
        as to which a Responsible Officer has actual knowledge: (A) the commencement
        of
        any proceeding by or against the Depositor commenced under the Bankruptcy
        Code
        or any other applicable bankruptcy, insolvency, receivership, rehabilitation
        or
        similar law (an “Insolvency Proceeding”) and (B) the making of any claim in
        connection with any Insolvency Proceeding seeking the avoidance as a
        preferential transfer (a “Preference Claim”) of any distribution made with
        respect to the Insured Certificates. Each Holder of a Insured Certificate,
        by
        its purchase of its respective Class of Certificate, and the Trustee hereby
        agree that the Certificate Insurer (so long as no Certificate Insurer Default
        exists) may at any time during the continuation of any proceeding relating
        to a
        Preference Claim direct all matters relating to such Preference Claim,
        including, without limitation, (i) the direction of any appeal of any order
        relating to any Preference Claim and (ii) the posting of any surety, supersedeas
        or performance bond pending any such appeal. In addition and without limitation
        of the foregoing, the Certificate Insurer shall be subrogated to the rights
        of
        the Trustee and each Holder of a Insured Certificate in the conduct of any
        Preference Claim, including, without limitation, all rights of any party
        to an
        adversary proceeding action with respect to any court order issued in connection
        with any such Preference Claim.

      


      (g)
         The
        Trustee shall surrender the Certificate Insurance Policy to the Certificate
        Insurer for cancellation upon the termination of the Trust Fund with respect
        to
        Pool 1 pursuant to Article VII hereof.

      


      ARTICLE
        VI

      


      CONCERNING
        THE TRUSTEE EVENTS OF DEFAULT

      


      Section
        6.01. Duties
        of Trustee and the Paying Agent.  

      


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

      



      
        
          
          

        

        
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      (b)
         The
        Trustee, upon receipt of all resolutions, certificates, statements, opinions,
        reports, documents, orders or other instruments furnished to the Trustee
        which
        are specifically required to be furnished pursuant to any provision of this
        Agreement, shall examine them to determine whether they are in the form required
        by this Agreement; provided,
        however,
        that the
        Trustee shall not be responsible for the accuracy or content of any such
        resolution, certificate, statement, opinion, report, document, order or other
        instrument furnished by the Master Servicer, any Servicer, the Group 1 Swap
        Counterparty, the Group 1 Cap Counterparty, the Balance Guaranteed Cap
        Counterparty or the Group 2 Cap Counterparty to the Trustee pursuant to this
        Agreement, and shall not be required to recalculate or verify any numerical
        information furnished to the Trustee pursuant to this Agreement. Subject
        to the
        immediately preceding sentence, if any such resolution, certificate, statement,
        opinion, report, document, order or other instrument is found not to conform
        on
        its face to the form required by this Agreement the Trustee shall notify
        the
        Person providing such resolutions, certificates, statements, opinions, reports,
        documents, order or other instrument of the non-conformity, and if the failure
        to provide such resolution, certificate, statement, opinion, report, document,
        order or other instrument would constitute an Event of Default under this
        Agreement, the Trustee will provide notice thereof to the Certificateholders,
        the Certificate Insurer 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,
        the Certificate Insurer and any NIMS Insurer.

      


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

      


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

      


      (ii)
         For
        all
        purposes under this Agreement, the Trustee shall not be deemed to have notice
        of
        any Event of Default (other than resulting from a failure by the Master Servicer
        (i) to remit funds (or to make Advances) or (ii) to furnish information to
        the
        Trustee when required to do so) unless a Responsible Officer of the Trustee
        has
        actual knowledge thereof or unless written notice of any event which is in
        fact
        such a default is received by the Trustee at the Corporate Trust Office,
        and
        such notice references the Holders of the Certificates and this Agreement
        or the
        Certificate Insurer under the Certificate Insurance Policy;

      


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

      



      
        
          
          

        

        
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      (iv)
         The
        Trustee shall not be responsible for any act or omission of the Master Servicer,
        any Servicer, the Depositor, the Certificate Insurer, the Group 1 Swap
        Counterparty, the Group 1 Cap Counterparty, the Balance Guaranteed Cap
        Counterparty, the Group 2 Cap Counterparty, the Seller or any
        Custodian.

      


      (d)
         The
        Trustee shall have no duty hereunder with respect to any complaint, claim,
        demand, notice or other document it may receive or which may be alleged to
        have
        been delivered to or served upon it by the parties as a consequence of the
        assignment of any Mortgage Loan hereunder; provided,
        however,
        that the
        Trustee shall promptly remit to the Master Servicer upon receipt any such
        complaint, claim, demand, notice or other document (i) which is delivered
        to the
        Corporate Trust Office of the Trustee, (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, the Certificate Insurer or the Certificateholders
        of any Class holding Certificates which evidence, as to such Class, Percentage
        Interests aggregating not less than 25% as to the time, method and place
        of
        conducting any proceeding for any remedy available to the Trustee or exercising
        any trust or power conferred upon the Trustee under this Agreement.

      


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

      


      (g)
         The
        Trustee shall not be held liable by reason of any insufficiency in the
        Collection Account, the Pool 1 Basis Risk Reserve Fund, the Pool 2 Basis
        Risk
        Reserve Fund, the Swap Account, the Group 1 Cap Account, the Group 1 Collateral
        Account or the Group 2 Collateral Account resulting from any investment loss
        on
        any Eligible Investment included therein (except to the extent that the Trustee
        is the obligor and has defaulted thereon).

      


      (h)
         Except
        as
        otherwise provided herein, the Trustee shall not have any duty (A) to record,
        file, or deposit this Agreement or any agreement referred to herein or any
        financing statement or continuation statement evidencing a security interest,
        or
        to maintain any such recording or filing or depositing or any rerecording,
        refiling or redepositing of any such statement or agreement, (B) to procure
        or
        maintain any insurance, (C) to pay or discharge of any tax, assessment, or
        other
        governmental charge or any lien or encumbrance of any kind owing with respect
        to, assessed or levied against, any part of the Trust Fund other than from
        funds
        available in the Collection Account or the Certificate Account or (D) to
        confirm
        or verify the contents of any reports or certificates of the Master Servicer,
        any Servicer, the Group 1 Swap Counterparty, the Group 1 Cap Counterparty,
        the
        Balance Guaranteed Cap Counterparty, the Group 2 Cap Counterparty or the
        Depositor delivered to the Trustee pursuant to this Agreement believed by
        the
        Trustee to be genuine and to have been signed or presented by the proper
        party
        or parties.

      



      
        
          
          

        

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

      


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

      


      (k)
         On
        or
        before March 15 of each calendar year for so long as the Depositor is subject
        to
        Exchange Act reporting requirements for the Lehman XS Trust 2007-10H, beginning
        in March 2008, the Trustee and Paying Agent (if other than the Trustee) shall
        deliver to the Sponsor, the Master Servicer, the Certificate Insurer and
        the
        Depositor a report regarding its assessment of compliance with the Servicing
        Criteria applicable to such party, as identified on Exhibit O hereto, as
        of and
        for the period ending the end of the fiscal year ending no later than December
        31 of the year prior to the year of delivery of the report. Each such report
        shall include (a) a statement of the party’s responsibility for assessing
        compliance with the Servicing Criteria applicable to such party, (b) a statement
        that such party used the criteria identified in Item 1122(d) of Regulation
        AB (§
229.1122(d)) to assess compliance with the applicable Servicing Criteria,
        (c)
        disclosure of any material instance of noncompliance identified by such party
        and (d) a statement that a registered public accounting firm has issued an
        attestation report on such party’s assessment of compliance with the applicable
        Servicing Criteria, which report shall be delivered by the Trustee as provided
        in Section 6.01(l). In the event that the Trustee and the Paying Agent are
        the
        same party, the Relevant Servicing Criteria of the Paying Agent shall be
        included in the Trustee’s report.. In addition, on or before March 15th of each
        calendar year for so long as the Depositor is subject to Exchange Act reporting
        requirements for the Lehman XS Trust 2007-10H, beginning in March 2008, the
        Trustee and Paying Agent (if other than the Trustee) shall, at their own
        expense, furnish or cause to be furnished to the Sponsor and the Depositor
        an
        assessment of compliance and accountant’s attestation of any Subservicer or
        Subcontractor with respect to the Trustee or Paying Agent, as
        applicable.

      


      (l)
         On
        or
        before March 15th of each calendar year for so long as the Depositor is subject
        to Exchange Act reporting requirements for the Lehman XS Trust 2007-10H,
        beginning in March 2008, the Trustee and Paying Agent (if other than the
        Trustee) shall, at their own expense, cause a registered public accounting
        firm
        (who may also render other services to Trustee or Paying Agent), which is
        a
        member of the American Institute of Certified Public Accountants, to furnish
        to
        the Sponsor, the Master Servicer, the Certificate Insurer and the Depositor
        a
        report 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 made by the Trustee or Paying Agent pursuant
        to
        Section 6.01(k) above. In the event that the Trustee and the Paying Agent
        are
        the same party, the attestation report caused to be furnished by the Trustee
        shall also address the Relevant Servicing Criteria of the Paying
        Agent.

      



      
        
          
          

        

        
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      (m)
         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.

      


      (n)
         For
        as
        long as the Depositor is subject to Exchange Act reporting with respect to
        the
        Trust Fund, the Trustee and the Paying Agent (if other than the Trustee)
        shall
        notify the Depositor, the Master Servicer and the Sponsor within five (5)
        days
        of knowledge thereof (i) of any legal proceedings pending against the Trustee
        of
        the type described in Item 1117 (§ 229.1117) of Regulation AB and (ii) if
        the Trustee shall become (but only to the extent not previously disclosed)
        at
        any time an affiliate of any of the parties listed on Exhibit P hereto, together
        with a description thereof. On or before March 1st of each year, the Depositor
        shall distribute the information in Exhibit P to the Trustee.

      


      (o)
         The
        Trustee agrees to indemnify the Depositor and the Master Servicer, and their
        respective directors, officers, employees and agents and the Trust Fund and
        hold
        each of them harmless from and against any losses, damages, penalties, fines,
        forfeitures, legal fees and expenses and related costs, judgments, and any
        other
        costs, fees and expenses that any of them may sustain arising out of or based
        upon any failure by the Trustee to comply with the provisions of Subsections
        6.01(k) through (n) above or any failure by the Trustee to deliver any
        information, report, certification, accountants’ letter, or other material when
        and as required under this Agreement, including any report under Section
        6.20;
provided,
        however,
        that in
        no event shall the Trustee be liable for any special, consequential, indirect
        or
        punitive damages pursuant to this Section 6.01(o), even if advised of the
        possibility of such damages.

      


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

      



      
        
          
          

        

        
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      Section
        6.02. Certain
        Matters Affecting the Trustee.  

      


      Except
        as
        otherwise provided in Section 6.01:

      


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

      


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

      


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

      


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

      


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

      



      
        
          
          

        

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

      


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

      


      (viii)
         The
        Trustee shall not be required to give any bond or surety in respect of the
        execution of the Trust Fund or the 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, any Servicing Agreement, any Custodial Agreement, the Group 1
        Cap
        Agreement, the Group 1 Swap Agreement, the Balance Guaranteed Cap Agreement
        the
        Group 2 Cap Agreement or of the Certificates (other than the certificate
        of
        authentication on the Certificates), the Pooling REMIC I Regular Interests
        or
        the Pooling REMIC II Regular Interests or of any Mortgage Loan, or related
        document save that the Trustee represents that, assuming due execution and
        delivery by the other parties hereto, this Agreement has been duly authorized,
        executed and delivered by it and constitutes its valid and binding obligation,
        enforceable against it in accordance with its terms except that such
        enforceability may be subject to (A) applicable bankruptcy and insolvency
        laws
        and other similar laws affecting the enforcement of the rights of creditors
        generally, and (B) general principles of equity regardless of whether such
        enforcement is considered in a proceeding in equity or at law. The Trustee
        shall
        not be accountable for the use or application by the Depositor of funds paid
        to
        the Depositor in consideration of the assignment of the Mortgage Loans to
        the
        Trust Fund by the Depositor or for the use or application of any funds deposited
        into the Collection Account, the Certificate Account, any Escrow Account
        or any
        other fund or account maintained with respect to the Certificates. The Trustee
        shall not be responsible for the legality or validity of this Agreement,
        any
        Servicing Agreement, any Custodial Agreement, the Group 1 Cap Agreement,
        the
        Group 1 Swap Agreement, the Balance Guaranteed Cap Agreement or the Group
        2 Cap
        Agreement or the validity, priority, perfection or sufficiency of the security
        for the Certificates, the Pooling REMIC I Regular Interests or the Pooling
        REMIC
        II Regular Interests issued or intended to be issued hereunder. Except as
        otherwise provided herein, the Trustee shall have no responsibility for filing
        any financing or continuation statement in any public office at any time
        or to
        otherwise perfect or maintain the perfection of any security interest or
        lien
        granted to it hereunder or to record this Agreement.

      


      Section
        6.04. Trustee
        May Own Certificates.  

      


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

      



      
        
          
          

        

        
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      Section
        6.05. Eligibility
        Requirements for Trustee.  

      


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

      


      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 Certificate Insurer,
        any
        NIMS Insurer, the Group 1 Swap Counterparty, the Group 1 Cap Counterparty,
        the
        Balance Guaranteed Cap Counterparty, the Group 2 Cap Counterparty and the
        Master
        Servicer. Upon receiving such notice of resignation, the Depositor will promptly
        appoint a successor trustee acceptable to any NIMS Insurer by written
        instrument, one copy of which instrument shall be delivered to the resigning
        Trustee, one copy to the successor trustee and one copy to each of the Master
        Servicer, the Certificate Insurer, the Group 1 Swap Counterparty, the Group
        1
        Cap Counterparty, the Balance Guaranteed Cap Counterparty, the Group 2 Cap
        Counterparty and any NIMS Insurer. If no successor trustee shall have been
        so
        appointed and shall have accepted appointment within 30 days after the giving
        of
        such notice of resignation, the resigning Trustee may petition any court
        of
        competent jurisdiction for the appointment of a successor trustee.

      


      (b)
         If
        at any
        time (i) the Trustee shall cease to be eligible in accordance with the
        provisions of Section 6.05 and shall fail to resign after written request
        therefor by the Depositor or any NIMS Insurer, (ii) the Trustee shall become
        incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver
        of the Trustee of its property shall be appointed, or any public officer
        shall
        take charge or control of the Trustee or of its property or affairs for the
        purpose of rehabilitation, conservation or liquidation, (iii) the Trustee
        shall
        fail to observe or perform in any material respect any of the covenants or
        agreements of the Trustee contained in this Agreement, (iv) a tax is imposed
        or
        threatened with respect to the Trust Fund by any state in which the Trustee
        or
        the Trust Fund held by the Trustee is located, (v) the continued use of the
        Trustee would result in a downgrading of the rating by any Rating Agency
        of any
        Class of Certificates with a rating or (vi)
        the
        Trustee shall fail to deliver the information or reports required pursuant
        to
        Section 6.01(k) through (n) hereto,
        then
        the Depositor, any NIMS Insurer or the Master Servicer shall remove the Trustee
        and the Depositor shall appoint a successor trustee acceptable to any NIMS
        Insurer and the Master Servicer by written instrument, one copy of which
        instrument shall be delivered to the Trustee so removed, one copy each to
        the
        successor trustee and one copy to the Master Servicer, the Certificate Insurer,
        the Group 1 Swap Counterparty, the Group 1 Cap Counterparty, the Balance
        Guaranteed Cap Counterparty, the Group 2 Cap Counterparty and any NIMS Insurer;
        provided,
        however, that
        if
        the Trustee is removed for the failure to provide the accountant’s attestation
        pursuant to Section 6.01(l) of this Agreement, the Trustee shall reimburse
        the
        Depositor for reasonable out-of pocket costs incurred by the Depositor in
        providing for a successor Trustee.

      



      
        
          
          

        

        
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      (c)
         The
        Holders of more than 50% of the Class Principal Amount (or Percentage Interest)
        of each Class of Certificates (or any NIMS Insurer in the event of failure
        of
        the Trustee to perform its obligations hereunder) may at any time upon 30
        days’
written notice to the Trustee and the Depositor remove the Trustee by such
        written instrument, signed by such Holders or their attorney-in-fact duly
        authorized (or by any NIMS Insurer), one copy of which instrument shall be
        delivered to the Depositor, one copy to the Trustee and one copy to each
        of the
        Master Servicer, the Certificate Insurer, the Group 1 Swap Counterparty,
        the
        Group 1 Cap Counterparty, the Balance Guaranteed Cap Counterparty, the Group
        2
        Cap Counterparty and any NIMS Insurer; the Depositor shall thereupon appoint
        a
        successor trustee in accordance with this Section mutually acceptable to
        the
        Depositor and the Master Servicer and any NIMS Insurer.

      


      (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 Group 1 Swap Counterparty,
        the
        Group 1 Cap Counterparty, the Balance Guaranteed Cap Counterparty, the Group
        2
        Cap Counterparty, the Master Servicer, the Certificate Insurer and any NIMS
        Insurer and to its predecessor trustee an instrument accepting such appointment
        hereunder, and thereupon the resignation or removal of the predecessor trustee
        shall become effective and such successor trustee without any further act,
        deed
        or conveyance, shall become fully vested with all the rights, powers, duties
        and
        obligations of its predecessor hereunder, with like effect as if originally
        named as trustee herein. The predecessor trustee (or its custodian) shall
        deliver to the Trustee or any successor trustee (or assign to the Trustee
        its
        interest under each Custodial Agreement, to the extent permitted thereunder)
        all
        Mortgage Files and documents and statements related to each Mortgage File
        held
        by it hereunder, and shall duly assign, transfer, deliver and pay over to
        the
        successor trustee the entire Trust Fund, together with all necessary instruments
        of transfer and assignment or other documents properly executed necessary
        to
        effect such transfer and such of the records or copies thereof maintained
        by the
        predecessor trustee in the administration hereof as may be requested by the
        successor trustee and shall thereupon be discharged from all duties and
        responsibilities under this Agreement. In addition, the Master Servicer and
        the
        predecessor trustee shall execute and deliver such other instruments and
        do such
        other things as may reasonably be required to more fully and certainly vest
        and
        confirm in the successor trustee all such rights, powers, duties and
        obligations. 

      



      
        
          
          

        

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

      


      (c)
         Upon
        acceptance of appointment by a successor trustee as provided in this Section
        6.07, the predecessor trustee shall mail notice of the succession of such
        trustee hereunder to the Certificate Insurer and 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 6.07, the
        Trustee
        shall deliver the amounts held in its possession for the benefit of the
        Certificateholders and the Certificate Insurer to the successor trustee upon
        the
        appointment of such successor trustee.

      


      Section
        6.08. Merger
        or Consolidation of Trustee.  

      


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

      


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

      


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

      



      
        
          
          

        

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

      


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

      


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

      


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

      


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

      


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

      



      
        
          
          

        

        
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      (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 (which
        compensation shall not reduce any compensation payable to the Trustee ) and,
        if
        paid by the Trustee, shall be a reimbursable expense pursuant to Section
        6.12.

      


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

      


      Section
        6.10. Authenticating
        Agents.  

      


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

      



      
        
          
          

        

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

      


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

      


      Section
        6.11. Indemnification
        of Trustee.  

      


      The
        Trustee, including in its individual capacity, and its respective directors,
        officers, employees and agents shall be entitled to indemnification from
        the
        Trust Fund for any loss, liability or expense incurred in connection with
        any
        legal proceeding or incurred without negligence or willful misconduct on
        their
        part, arising out of, or in connection with, the acceptance or administration
        of
        the trusts created hereunder or in connection with the performance of their
        duties hereunder or under the Group 1 Swap Agreement, the Group 1 Cap Agreement,
        the Balance Guaranteed Cap Agreement, the Group 2 Cap Agreement, the Mortgage
        Loan Sale Agreement, any Transfer Agreement, any Servicing Agreement or any
        Custodial Agreement, including any applicable fees and expenses payable pursuant
        to Section 6.12 and the costs and expenses of defending themselves against
        any
        claim in connection with the exercise or performance of any of their powers
        or
        duties hereunder, provided that:

      



      
        
          
          

        

        
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      (i)
         with
        respect to any such claim, the Trustee shall have given the Depositor, the
        Master Servicer, the Certificate Insurer, any NIMS Insurer, the Certificate
        Insurer and the Holders written notice thereof promptly after the Trustee
        shall
        have knowledge thereof; provided
        that
        failure of the Trustee to provide such written notice shall not relieve the
        Trust Fund of the obligation to indemnify the Trustee under this Section
        6.11;

      


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

      


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

      


      The
        Trustee shall be further indemnified by the Seller for and held harmless
        against, any loss, liability or expense arising out of, or in connection
        with,
        the provisions set forth in the third 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 Custodians.  

      


      The
        Trustee shall be entitled to (i) receive, and is authorized to pay itself,
        the
        amount of income or gain earned from investment of or other earnings on funds
        in
        the Certificate Account and (ii) reimbursement of all reasonable expenses,
        disbursements and advances incurred or made by the Trustee in accordance
        with
        this Agreement (including fees and expenses of its counsel and all persons
        not
        regularly in its employment and any amounts described in Section 10.01 to
        which
        the Trustee is entitled as provided therein), except for expenses, disbursements
        and advances that either (i) do not constitute “unanticipated expenses” within
        the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii) or (ii) arise
        from its negligence, bad faith or willful misconduct. The Trustee shall be
        entitled to reimbursement of its reasonable expenses and disbursements incurred
        or made in connection with a Section 7.01(d) Purchase Event in accordance
        with
        Section 4.04(b). Each Custodian shall receive compensation and indemnification
        amounts or payment of its expenses under the related Custodial Agreement
        as
        provided therein; provided that, to the extent required under Section 6 or
        Section 20 of the Custodial Agreement, the Trustee is hereby authorized to
        pay
        such compensation or indemnification amounts from amounts on deposit in the
        Certificate Account prior to any distributions to Certificateholders pursuant
        to
        Section 5.02 hereof.

      



      
        
          
          

        

        
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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 the Trustee pursuant to this Agreement. The Trustee
        shall hold all such money and property received by it as part of the Trust
        Fund
        and shall distribute it as provided in this Agreement. If the Trustee shall
        not
        have timely received amounts to be remitted with respect to the Mortgage
        Loans
        from the Master Servicer, the Trustee shall request the Master Servicer to
        make
        such distribution as promptly as practicable or legally permitted. If the
        Trustee shall subsequently receive any such amounts, it may withdraw such
        request.

      


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

      


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

      


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

      


      (ii)
         Any
        failure by the Master Servicer to duly perform, within the required time
        period
        and without notice, its obligations to provide any certifications required
        pursuant to Sections 9.25 and 9.26; or

      


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

      


      (iv)
         Any
        failure on the part of the Master Servicer duly to observe or perform in
        any
        material respect any other of the covenants or agreements on the part of
        the
        Master Servicer contained in this Agreement which continues unremedied for
        a
        period of 30 days (or 15 days, in the case of failure to maintain any Insurance
        Policy required to be maintained pursuant to this Agreement) after the date
        on
        which written notice of such failure, requiring the same to be remedied,
        shall
        have been given to the Master Servicer by the Trustee or to the Master Servicer
        and the Trustee by the Holders of not less than 25% of the Class Principal
        Amount (or Class Notional Amount) of each Class of Certificates affected
        thereby
        or by any NIMS Insurer; or

      


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

      



      
        
          
          

        

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

      


      (xii)
         After
        receipt of notice from the Trustee or any NIMS Insurer, any failure of the
        Master Servicer to remit to the Trustee any payment required to be made to
        the
        Trustee for the benefit of Certificateholders under the terms of this Agreement,
        including any Advance, on any Master Servicer Remittance Date, which failure
        continues unremedied for a period of one Business Day (but in no event later
        than 12:00 p.m. New York City time on the related Distribution Date) after
        the
        date upon which such written notice of such failure shall have been given
        to the
        Master Servicer by the Trustee.

      



      
        
          
          

        

        
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      If
        an
        Event of Default described in clauses (i) through (xii) of this Section 6.14
        shall occur, then, in each and every case, subject to applicable law, so
        long as
        any such Event of Default shall not have been remedied within any period
        of time
        prescribed by this Section, the Trustee, by notice in writing to the Master
        Servicer may, and shall, if so directed by Certificateholders evidencing
        more
        than 50% of the Class Principal Amount (or Class Notional Amount) of each
        Class
        of Certificates, terminate all of the rights and obligations of the Master
        Servicer hereunder and in and to the Mortgage Loans and the proceeds thereof.
        If
        an Event of Default described in clause (xii) of this Section 6.14 shall
        occur,
        then, in each and every case, subject to applicable law, so long as such
        Event
        of Default shall not have been remedied within the time period prescribed
        by
        clause (xii) of this Section 6.14, the Trustee, by notice in writing to the
        Master Servicer, shall promptly terminate all the rights and obligations
        of the
        Master Servicer hereunder and in and to the Mortgage Loans and the proceeds
        thereof. On or after the receipt by the Master Servicer of such written notice,
        all authority and power of the Master Servicer, and only in its capacity
        as
        Master Servicer under this Agreement, whether with respect to the Mortgage
        Loans
        or otherwise, shall pass to and be vested in the Trustee and pursuant to
        and
        under the terms of this Agreement; provided,
        however,
        the
        parties acknowledge that notwithstanding the preceding sentence, there may
        be a
        transition period, not to exceed 90 days, in order to effect the transfer
        of the
        Master Servicer’s obligations to the Trustee; and provided,
        further,
        that
        the obligation to make Advances by the Trustee in its capacity as successor
        master servicer shall be effective upon the Trustee providing notice of
        termination to the Master Servicer pursuant to this Section 6.14. The Trustee
        is
        hereby authorized and empowered to execute and deliver, on behalf of the
        defaulting Master Servicer as attorney-in-fact or otherwise, any and all
        documents and other instruments, and to do or accomplish all other acts or
        things necessary or appropriate to effect the purposes of such notice of
        termination, whether to complete the transfer and endorsement or assignment
        of
        the Mortgage Loans and related documents or otherwise. The defaulting Master
        Servicer agrees to cooperate with the Trustee in effecting the termination
        of
        the defaulting Master Servicer’s responsibilities and rights hereunder as Master
        Servicer including, without limitation, notifying Servicers of the assignment
        of
        the master servicing function and providing the Trustee or its designee all
        documents and records in electronic or other form reasonably requested by
        it to
        enable the Trustee or its designee to assume the defaulting Master Servicer’s
        functions hereunder and the transfer to the Trustee or its designee for
        administration by it of all amounts which shall at the time be or should
        have
        been deposited by the defaulting Master Servicer in the Collection Account
        maintained by such defaulting Master Servicer and any other account or fund
        maintained with respect to the Certificates or thereafter received with respect
        to the Mortgage Loans. The Master Servicer being terminated (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.

      


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

      



      
        
          
          

        

        
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      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 the Certificate Insurer,
        the Group 1 Swap Counterparty, the Group 1 Cap Counterparty, the Balance
        Guaranteed Cap Counterparty, the Group 2 Cap Counterparty, any NIMS Insurer
        and
        each Rating Agency of the nature and extent of such Event of Default. The
        Trustee shall immediately give written notice to the Master Servicer upon
        the
        Master Servicer’s failure to remit funds to the Trustee on the Master Servicer
        Remittance Date.

      


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

      



      
        
          
          

        

        
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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, 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, the Pooling
        REMIC I
        Regular Interests or the Pooling REMIC II 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, the Certificate 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
        Certificate Insurer, the Group 1 Swap Counterparty, the Group 1 Cap
        Counterparty, the Balance Guaranteed Cap Counterparty and the Group 2 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, 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, the Certificate
        Insurer, any NIMS Insurer, the Group 1 Swap Counterparty, the Group 1 Cap
        Counterparty, the Balance Guaranteed Cap Counterparty and the Group 2 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 Certificate Insurer, the Group 1 Swap Counterparty, the Group
        1
        Cap Counterparty, the Balance Guaranteed Cap Counterparty, the Group 2 Cap
        Counterparty or the Certificateholders.

      


      Section
        6.20. Preparation
        of Tax Returns and Other Reports.

      


      (a)
         The
        Trustee shall prepare or cause to be prepared on behalf of the Trust Fund,
        based
        upon information calculated in accordance with this Agreement pursuant to
        instructions given by the Depositor, and the Trustee shall file federal tax
        returns, all in accordance with Article X hereof. The Trustee shall prepare
        and
        file required state income tax returns and such other returns as may be required
        by applicable law relating to the Trust Fund, and, if required by state law,
        and
        shall file any other documents to the extent required by applicable state
        tax
        law (to the extent such documents are in the Trustee’s possession). The Trustee
        shall forward copies to the Depositor of all such returns and Form 1099
        supplemental tax information and such other information within the control
        of
        the Trustee as the Depositor may reasonably request in writing, and shall
        distribute to each Certificateholder such forms and furnish such information
        within the control of the Trustee as are required by the Code and the REMIC
        Provisions to be furnished to them, and will prepare and distribute to
        Certificateholders Form 1099 (supplemental tax information) (or otherwise
        furnish information within the control of the Trustee) to the extent required
        by
        applicable law. The Master Servicer shall indemnify the Trustee for any
        liability of or assessment against the Trustee resulting from any error in
        any
        of such tax or information returns directly resulting from errors in the
        information provided by such Master Servicer.

      


      (b)
         The
        Trustee shall prepare and file with the Internal Revenue Service (“IRS”), on
        behalf of each REMIC created hereby, an application on IRS Form SS-4. The
        Trustee, upon receipt from the IRS of the Notice of Taxpayer Identification
        Number Assigned for each REMIC, shall promptly forward copies of such notices
        to
        the Master Servicer, the Trustee and the Depositor. The Trustee will file
        an IRS
        Form 8811. The Trustee shall have no obligation to verify the information
        in any
        form 8811 or form SS-4 filings.

      



      
        
          
          

        

        
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      (c)
         The
        Depositor shall prepare or cause to be prepared the initial current report
        on
        Form 8-K. Thereafter, within 15 days (or, if applicable, within such shorter
        period of time as is required under the rules of the Commission) as in effect
        from time to time (the “Rules”)) following each Distribution Date, the Trustee
        shall, in accordance with industry standards and the Rules, prepare and file
        with the Commission via the Electronic Data Gathering and Retrieval System
        (“EDGAR”) the reports listed in subsections (d) through (f) of this Section 6.20
        in respect of the Trust Fund as and to the extent required under the Exchange
        Act each of which reports and any amendment thereof shall be signed by the
        Exchange Act Signing Party.

      


      (d)
         Reports
        Filed on Form 10-D.

      


      (i)
         Within
        15
        days following each Distribution Date (or such later date as may be permissible
        due to an extension of the filing deadline under the Exchange Act), the Trustee
        will prepare and file a distribution report on Form 10-D (the “Distribution
        Report”) with respect to the Trust Fund, which Distribution Report shall include
        (A) a copy of the Distribution Date Statement prepared by the Trustee in
        respect of the related Distribution Date detailing all applicable data elements
        specified in Item 1121(a) of Regulation AB and (B) the information
        identified in clauses (A) through (I) below, as specified on Exhibit Q;
provided,
        that,
        the Trustee shall have received from the Depositor, the Sponsor, the Master
        Servicer, any Servicer, any Custodian, the Group 1 Cap Counterparty, the
        Group 1
        Swap Counterparty, the Balance Guaranteed Cap Counterparty, the Group 2 Cap
        Counterparty or any Subservicer or Subcontractor therefor, no later than
        three
        Business Days after the related Distribution Date, the following additional
        information, data, and materials, in a form suitable for conversion to the
        format required for filing with the Commission via EDGAR, required to be
        included in the Distribution Report on Form 10-D for such Distribution
        Date:

      


      
        	 	
                (A)

              	
                Item
                  1 - Distribution and Pool Performance Information (each of the
                  data
                  elements specified in Item 1121(a)(11), (12) and (14) of Regulation
                  AB);

              


      

      


      
        	 	
                (B)

              	
                Item
                  2 - Legal Proceedings (information required by Item 1117 of Regulation
                  AB);

              


      

      


      
        	 	
                (C)

              	
                Item
                  3 - Sale of Securities and Use of Proceeds (information required
                  by Item 2
                  of Part II of Form 10-Q);

              


      

      


      
        	 	
                (D)

              	
                Item
                  4 - Defaults Upon Senior Securities (information required by Item
                  3 of
                  Part II of Form 10-Q);

              


      

      


      
        	 	
                (E)

              	
                Item
                  5 - Submission of Matters to a Vote of Security Holders (information
                  required by Item 4 of Part II of Form
                  10-Q);

              


      

      


      
        	 	
                (F)

              	
                Item
                  6 - Significant Obligors of Pool Assets (information required by
                  Item
                  1112(b) of Regulation AB);

              


      

      


      
        	 	
                (G)

              	
                Item
                  7 - Significant Enhancement Provider Information (information required
                  by
                  Items 1114(b)(2) and 1115(b) of Regulation
                  AB);

              


      

      



      
        
          
          

        

        
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                (H)

              	
                Item
                  8 - Other Information (all other information required to be disclosed
                  on
                  Form 8-K during the period covered by the report and not yet reported);
                  and 

              


      

      


      
        	 	
                (I)

              	
                Item
                  9 - Exhibits (all exhibits required to be filed by Form 10-D and
                  Item 601
                  of Regulation S-K other than the Distribution Date Statement to
                  be
                  provided by the Trustee).

              


      

      


      Any
        disclosure in addition to the Distribution Date Statement that is required
        to be
        included on Form 10-D (“Additional Form 10-D Disclosure”) shall be reported by
        the parties set forth on Exhibit Q to the Depositor and the Trustee and directed
        and approved by the Depositor pursuant to the following paragraph, and the
        Trustee will have no duty or liability for any failure hereunder to determine
        or
        prepare any Additional Form 10-D Disclosure to the extent that such information
        is required to be provided by a party other than the Trustee, except as set
        forth in the next paragraph.

      


      (ii)
         After
        preparing the Form 10-D, the Trustee shall forward electronically a draft
        copy
        of the Form 10-D to the Exchange Act Signing Party for review and approval.
        If
        the Master Servicer is the Exchange Act Signing Party and the Form 10-D includes
        Additional Form 10-D Disclosure, then the Form 10-D shall also be electronically
        distributed to the Depositor for review and approval. No later than two Business
        Days prior to the 15th
        calendar
        day after the related Distribution Date, a duly authorized 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)(A) - (I) above (unless such
        item
        is provided by and specific to the Trustee or its Subcontractor, in which
        case
        the Trustee will be responsible for the content of such information;
provided
        that
        such information is not revised without the prior consent of the
        Trustee),
        (2)
        for determining whether any such information is required to be included in
        any
        Form 10-D (unless such information is specific to the Trustee, in which case
        the
        Trustee shall be responsible for making such a determination), (3) for
        reformatting any information that is not in a form suitable for conversion
        to
        the format required for filing with the Commission via EDGAR so that it is
        able
        to be filed on EDGAR or (4) for the failure to include any information if
        it is
        not provided to the Trustee on a timely basis (unless such item is specific
        to
        the Trustee, in which case the Trustee will be responsible for the failure
        to
        include such information, unless
        such information is not included in the final Form 10-D without the consent
        of
        the Trustee).

      



      
        
          
          

        

        
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      The
        Trustee has no duty under this Agreement to monitor or enforce the performance
        by the parties listed on Exhibit Q of their duties under this paragraph or
        proactively solicit or procure from such parties any Additional Form 10-D
        Disclosure information. The Depositor will be responsible for any reasonable
        fees and expenses assessed or incurred by the Trustee in connection with
        including any Additional Form 10-D Disclosure on Form 10-D pursuant to this
        Section 6.20(d).

      


      (iii) Form
        10-D
        requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has
        filed all reports required to be filed by Section 13 or 15(d) of the Exchange
        Act during the preceding 12 months (or for such shorter period that the
        registrant was required to file such reports), and (2) has been subject to
        such
        filing requirements for the past 90 days.” At the date of filing of each annual
        report on Form 10-K with respect to the Trust Fund, the Depositor shall be
        deemed to represent to the Trustee that as of such date, the Depositor has
        filed
        all such required reports during the preceding 12 months and that is has
        been
        subject to such filing requirements for the past 90 days. The Depositor hereby
        directs the Trustee to check “yes” with respect to both clauses (1) and (2)
        above. The Depositor shall notify the Trustee in writing, no later than the
        fifth calendar day after the related Distribution Date with respect to the
        filing of a report on Form 10-D, if the answer to either of clause (1) or
        clause
        (2) above is “no.” The Trustee shall be entitled to rely on such direction in
        preparing and/or filing any such Form 10-D. 

      


      (e)
         Reports
        Filed on Form 10-K.

      


      (i) On
        or
        prior to the 90th day after the end of each fiscal year of the Trust Fund
        or
        such earlier date as may be required by the Exchange Act (the “10-K Filing
        Deadline”) (it being understood that the fiscal year for the Trust Fund ends on
        December 31st
        of each
        year), commencing in March 2008, and, unless and until a Form 15 Suspension
        Notification shall have been filed, the Trustee shall prepare and file (but
        will
        not execute) a Form 10-K in respect of the Trust Fund, which shall include
        the
        certification required pursuant to Rule 13a-14 under the Exchange Act (the
“Form
        10-K Certification”) signed by an appropriate party or parties (which Form 10-K
        Certification the Trustee shall not be required to prepare or sign) and such
        other information as is required by the Rules; provided,
        that,
        the Trustee shall have received from the Depositor, each Servicer, each
        Custodian, each Additional Servicer, any Servicing Function Participant and
        the
        Master Servicer (each, a “Reporting Servicer”), no later than March 15th of each
        calendar year prior to the filing deadline for such Annual Report, all
        information, data, assessments of compliance, accountant’s attestations and
        exhibits required to be provided or filed with such Annual Report including
        information, data, assessments of compliance, accountant’s attestations and
        exhibits required to be provided in connection with the following Items and
        other filing requirements of Form 10-K: 

      


      (A)
         Item
        9B -
        Other Information (information required to be reported on Form 8-K in the
        fourth
        quarter but not reported);

      



      
        
          
          

        

        
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      (B)
         Item
        15 -
        Exhibits and Financial Statement Schedules (including all exhibits required
        to
        be filed pursuant to Item 601 of Regulation S-K under the Exchange Act other
        than the certification specified in Item 601(b)(31)(ii) of Regulation S-K
        and
        the Assessment of Compliance, Attestation Report, and Compliance Statement
        specified in Item 601(b)(33), (34) and (35) of Regulation S-K with respect
        to
        those Servicing Criteria as to which the Trustee is the Item 1122 Responsible
        Party); 

      


      (C)
         Significant
        Obligor Financial Information (Item 1112(b) of Regulation AB);

      


      (D)
         Significant
        Enhancement Provider Financial Information (Items 1114(b)(2) and 1115(b)
        of
        Regulation AB);

      


      (E)
         Legal
        Proceedings (Item 1117 of Regulation AB);

      


      (F)
         Affiliations
        and Certain Relationships and Related; Transactions (Item 1119 of Regulation
        AB);

      


      (G)
         Compliance
        with Applicable Servicing Criteria (Item 1122 of Regulation AB);
        and

      


      (H)
         Servicer
        Compliance Statement (Item 1123 of Regulation AB).

      


      Any
        disclosure or information listed in (A) through (H) above that is required
        to be
        included on Form 10-K (“Additional Form 10-K Disclosure”) shall be reported by
        the parties set forth on Exhibit R to the Depositor and the Trustee and directed
        and approved by the Depositor pursuant to the following paragraph, and the
        Trustee will have no duty or liability for any failure hereunder to determine
        or
        prepare any Additional Form 10-K Disclosure to the extent that such information
        is required to be provided by a party other than the Trustee, except as set
        forth in the next paragraph.

      


      (ii)
         After
        preparing the Form 10-K, the Trustee shall forward electronically a draft
        copy
        of the Form 10-K to the Exchange
        Act Signing Party for review and approval. If the Master
        Servicer is
        the
        Exchange Act Signing Party and the Form 10-K includes Additional Form 10-K
        Disclosure, then the Form 10-K shall also be electronically distributed to
        the
        Depositor for review and approval. No later than the close of business New
        York
        City time on the 4th Business Day prior to the 10-K Filing Deadline, a senior
        officer of the Exchange
        Act Signing Party
        shall sign the Form 10-K and return an electronic or fax copy of such signed
        Form 10-K (with an original executed hard copy to follow by overnight mail)
        to
        the Trustee.
        If a
        Form 10-K cannot be filed on time or if a previously filed Form 10-K needs
        to be
        amended, the Trustee will follow the procedures set forth in subsection (g)
        of
        this Section 6.20. Promptly (but no later than one Business Day) after filing
        with the Commission, the Trustee will make available on its internet website
        a
        final executed copy of each Form 10-K filed by the Trustee. The parties to
        this
        Agreement acknowledge that the performance by the Trustee of its duties under
        this Section 6.20(e) related to the timely preparation and filing of Form
        10-K
        is contingent upon such parties (and any Additional Servicer or Servicing
        Function Participant) strictly observing all applicable deadlines in the
        performance of their duties under this Section 6.20(e), Section 9.25(a),
        Section
        9.25(b) and Section 9.26. The Trustee shall have no liability for any loss,
        expense, damage or claim arising out of or with respect to any failure to
        properly prepare and/or timely file such Form 10-K, where such failure results
        from the Trustee’s inability or failure to obtain or receive, on a timely basis,
        any information from any other party hereto needed to prepare, arrange for
        execution or file such Form 10-K, not resulting from its own negligence,
        bad
        faith or willful misconduct. The Trustee shall not be responsible (1) for
        the
        content of any of the information provided pursuant to clauses (e)(i)(A)
        - (H)
        above (unless such item is provided by and specific to the Trustee or its
        Subcontractor, in which case the Trustee will be responsible for the content
        of
        such information; provided
        that
        such information is not revised without the prior consent of the
        Trustee),
        (2)
        for determining whether any such information is required to be included in
        any
        Form 10-K (unless such information is specific to the Trustee, in which case
        the
        Trustee shall be responsible for making such a determination), (3) for
        reformatting any information that is not in a form suitable for conversion
        to
        the format required for filing with the Commission via EDGAR so that it is
        able
        to be filed on EDGAR or (4) for the failure to include any information if
        it is
        not provided to the Trustee on a timely basis (unless such item is specific
        to
        the Trustee, in which case the Trustee will be responsible for the failure
        to
        include such information, unless
        such information is not included in the final Form 10-K without the consent
        of
        the Trustee).

      



      
        
          
          

        

        
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      The
        Trustee has no duty under this Agreement to monitor or enforce the performance
        by the parties listed on Exhibit R of their duties under this paragraph or
        proactively solicit or procure from such parties any Additional Form 10-K
        Disclosure information. The Depositor will be responsible for any reasonable
        fees and expenses assessed or incurred by the Trustee in connection with
        including any Additional Form 10-K Disclosure on Form 10-K pursuant to this
        paragraph.

      


      (iii)
         Unless
        a
        Form 15 Suspension Notification with respect to the Trust Fund has been filed,
        if so requested, on or prior to March 15th of each year, beginning in March
        2008, the Trustee shall sign a certification in the form attached hereto
        as
        Exhibit M (the “Back-up Certification”) for the benefit of the Exchange Act
        Signing Party and the Person who signs the Form 10-K Certification (the
“Certifying Party”) regarding certain aspects of such Form 10-K Certification,
        upon which the Exchange Act Signing Party and the Certifying Party can
        reasonably rely (provided,
        however,
        that the
        Trustee shall not be required to undertake an analysis of, and shall have
        no
        responsibility for, any financial information, the accountant’s report,
        certification or other materials contained therein, except for those
        computations prepared by the Trustee and reflected in the distribution report).
        Nothing in this Section 6.20(i) shall relieve the Trustee of its responsibility
        for the matters as to which it is certifying in the form attached hereto
        as
        Exhibit M.

      


      (iv)
         Form
        10-K
        requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has
        filed all reports required to be filed by Section 13 or 15(d) of the Exchange
        Act during the preceding 12 months (or for such shorter period that the
        registrant was required to file such reports), and (2) has been subject to
        such
        filing requirements for the past 90 days.” The Depositor hereby directs the
        Trustee to check “yes” with respect to both clauses (1) and (2) above. The
        Depositor shall notify the Trustee in writing, no later than the 15th calendar
        day of March in any year in which the Trust is subject to the reporting
        requirements of the Exchange Act, if the answer to either of clause (1) or
        clause (2) above is “no.” The Trustee shall be entitled to rely on such
        direction in preparing and/or filing any such Form 10-K.

      



      
        
          
          

        

        
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      (v)
         Each
        person (including their officers or directors) that signs any Form 10-K
        Certification shall be entitled to indemnification from the Trust Fund for
        any
        liability or expense incurred by it in connection with such certification,
        other
        than any liability or expense attributable to such Person’s own bad faith,
        negligence or willful misconduct. The provisions of this subsection shall
        survive any termination of this Agreement and the resignation or removal
        of such
        Person.

      


      (f)
         Reports
        Filed on Form 8-K.

      


      (i)
         Within
        four Business Days after the occurrence of an event requiring disclosure
        on Form
        8-K (each such event, a “Reportable Event”), at the written direction and
        expense of the Depositor, the Trustee shall prepare and file Current Reports
        on
        Form 8-K in respect of the Trust Fund, as required by the Exchange Act;
provided,
        that,
        the Depositor shall have timely notified the Trustee of an item reportable
        on a
        Current Report on Form 8-K and shall have delivered to the Trustee no later
        than
        two Business Days prior to the filing deadline for such Current Report, all
        information, data, and exhibits required to be provided or filed with such
        Current Report, including, particularly, information, data and exhibits,
        in a
        form suitable for conversion to the format required for filing with the
        Commission via EDGAR, required to be provided in connection with the following
        Items of Form 8-K:

      

        (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;

      


      
        
          
          

        

        
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      (I)
         Item
        6.04
        - Failure to Make a Required Distribution; and

      


      (J)
         Item
        6.05
        - Securities Act Updating Disclosure.

      


      Any
        disclosure or information related to a Reportable Event or that is otherwise
        required to be included on Form 8-K other than the initial Form 8-K (“Form 8-K
        Disclosure Information”) shall be reported by the parties set forth on Exhibit S
        to the Depositor and the Trustee and directed and approved by the Depositor
        pursuant to the following paragraph, and the Trustee will have no duty or
        liability for any failure hereunder to determine or prepare any Form 8-K
        Disclosure Information or any Form 8-K to the extent that such information
        is
        required to be provided by a party other than the Trustee, except as set
        forth
        in the next paragraph.

      


      (ii)
         After
        preparing the Form 8-K, the Trustee shall forward electronically, no later
        than
        Noon New York City time on the 3rd
        Business
        Day after the Reportable Event, a draft copy of the Form 8-K to the Exchange
        Act
        Signing Party for review and approval. If the Master Servicer is the Exchange
        Act Signing Party, then the Form 8-K shall also be electronically distributed
        to
        the Depositor for review and approval. No later than 1 p.m. New York City
        time
        on the 4th
        Business
        Day after the Reportable Event, a duly authorized officer of the Exchange
        Act
        Signing Party shall sign the Form 8-K and return an electronic or fax copy
        of
        such signed Form 8-K (with an original executed hard copy to follow by overnight
        mail) to the Trustee. If a Form 8-K cannot be filed on time or if a previously
        filed Form 8-K needs to be amended, the Trustee will follow the procedures
        set
        forth in subsection (g) of this Section 6.20. Promptly (but no later than
        one
        Business Day) after filing with the Commission, the Trustee will make available
        on its internet website a final executed copy of each Form 8-K filed by the
        Trustee. The parties to this Agreement acknowledge that the performance by
        the
        Trustee of its duties under this Section 6.20(f) related to the timely
        preparation and filing of Form 8-K is contingent upon such parties strictly
        observing all applicable deadlines in the performance of their duties under
        this
        Section 6.20(f). The Trustee shall have no liability for any loss, expense,
        damage, claim arising out of or with respect to any failure to properly prepare
        and/or timely file such Form 8-K, where such failure results from the Trustee’s
        inability or failure to obtain or receive, on a timely basis, any information
        from any other party hereto needed to prepare or file such Form 8-K, not
        resulting from its own negligence, bad faith or willful misconduct. The Trustee
        shall not be responsible (1) for the content of any of the information provided
        pursuant to clauses (f)(i)(A) - (J) above (unless such item is provided by
        and
        specific to the Trustee or its Subcontractor, in which case the Trustee will
        be
        responsible for the content of such information; provided
        that
        such information is not revised without the prior consent of the
        Trustee),
        (2)
        for determining what information is required to be filed on a Form 8-K in
        connection with the transactions contemplated by this Agreement (unless such
        information is specific to the Trustee, in which case the Trustee will be
        responsible for making such a determination, unless
        such information is not included in the final Form 8-K without the consent
        of
        the Trustee),
        (3)
        for reformatting any information that is not in a form suitable for conversion
        to the format required for filing with the Commission via EDGAR so that it
        is
        able to be filed on EDGAR or (4) for any late filing of a Form 8-K in the
        event
        that it does not receive all information, data, signatures and exhibits required
        to be provided or filed on or prior to the second Business Day prior to the
        applicable filing deadline. The Trustee has no duty under this Agreement
        to
        monitor or enforce the performance by the parties listed on Exhibit S of
        their
        duties under this paragraph or proactively solicit or procure from such parties
        any Additional Form 10-K Disclosure information. The Depositor will be
        responsible for any reasonable fees and expenses assessed or incurred by
        the
        Trustee in connection with including any Form 8-K Disclosure Information
        on Form
        8-K pursuant to this paragraph.

      



      
        
          
          

        

        
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      (g)
         Delisting;
        Amendments; Late Filings.

      


      (i)
         Prior
        to
        January 30th of the first year in which the Trustee is able to do so under
        applicable law, unless otherwise directed by the Depositor in writing, the
        Trustee shall prepare and file a Form 15 relating to the automatic suspension
        of
        reporting in respect of the Trust Fund under the Exchange Act. The Paying
        Agent
        is entitled to assume that a Form 15 will be filed for such year unless the
        Trustee notifies the Paying Agent that a Form 15 will not be filed.

      


      (ii)
         In
        the
        event that the Trustee becomes aware that it will be unable to timely file
        with
        the Commission all or any required portion of any Forms 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 Forms 10-D and 10-K, the
        parties to this Agreement and each Servicer will cooperate to prepare and
        file a
        Form 12b-25 and Forms 10-D/A and 10-K/A as applicable, pursuant to Rule 12b-25
        of the Exchange Act. In the case of Form 8-K, the Trustee will, upon receipt
        of
        all required Form 8-K Disclosure Information and upon the approval and direction
        of the Depositor, include such disclosure information on the next Form 10-D.
        In
        the event that any previously filed Forms 8-K, 10-D or 10-K needs to be amended
        with respect to an additional disclosure item, the Trustee will notify the
        Depositor and any applicable party affected thereby and such parties will
        cooperate to prepare any necessary Forms 8-K/A, 10-D/A or 10-K/A. Any Form
        15,
        Form 12b-25 or any amendment to Forms 8-K, 10-D or 10-K shall be signed by
        a
        senior officer or a duly authorized representative, as applicable, of the
        Exchange Act Signing Party. The parties to this Agreement acknowledge that
        the
        performance by the Trustee of its duties under this Section 6.20(g) related
        to
        the timely preparation and filing of Form 15, a Form 12b-25 or any amendment
        to
        Form 8-K, 10-D or 10-K is contingent upon each such party performing its
        duties
        under this Section. The Trustee shall have no liability for any loss, expense,
        damage or claim arising out of or with respect to any failure to properly
        prepare and/or timely file any such Form 15, Form 12b-25 or any amendments
        to
        Forms 8-K, 10-D or 10-K, where such failure results from the Trustee’s inability
        or failure to obtain or receive, on a timely basis, any information from
        any
        other party hereto needed to prepare, arrange for execution or file such
        Form
        15, Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, not resulting
        from
        its own negligence, bad faith or willful misconduct.

      


      (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.

      



      
        
          
          

        

        
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      (i)
         Any
        party
        that signs any Exchange Act report that the Trustee is required to file shall
        provide to the Trustee prompt notice of the execution of such Exchange Act
        report along with the name and contact information for the person signing
        such
        report and shall promptly deliver to the Trustee the original executed signature
        page for such report. In addition, each of the parties agrees to provide
        to the
        Trustee such additional information related to such party as the Trustee
        may
        reasonably request, including evidence of the authorization of the person
        signing any certification or statement, financial information and reports,
        and
        such other information related to such party or its performance
        hereunder.

      


      (j)
         The
        Depositor and the Master Servicer, by mutual agreement, shall determine which
        of
        the Depositor or the Master Servicer shall be the initial Exchange Act Signing
        Party. Upon such determination, the Depositor shall timely notify the Trustee,
        and such notice shall provide contact information for the Exchange Act Signing
        Party. If the Depositor and Master Servicer, at any time, mutually agree
        to
        change the identity of the Exchange Act Signing Party, the Depositor shall
        provide timely notice to the Trustee of any such change. Any notice delivered
        pursuant to this Section 6.20 may be by fax or electronic copy notwithstanding
        the notice provisions of Section 11.07.

      


      Section
        6.21. Compliance
        with Regulation AB.

      


      Each
        of
        the parties hereto acknowledges and agrees that the purpose of Sections 6.01
        and
        6.20 of this Agreement is to facilitate compliance by the Sponsor, the Master
        Servicer, the Depositor and the Trustee with the provisions of Regulation
        AB, as
        such may be amended or clarified from time to time. Therefore, each of the
        parties agrees that (a) the obligations of the parties hereunder shall be
        interpreted in such a manner as to accomplish compliance with Regulation
        AB, (b)
        the parties’ obligations hereunder will be supplemented and modified as
        necessary to be consistent with any such amendments, interpretive advice
        or
        guidance from the Commission, convention or consensus among active participants
        in the asset-backed securities markets, or otherwise in respect of the
        requirements of Regulation AB and (c) the parties shall comply with reasonable
        requests made by the Sponsor, the Master Servicer, the Depositor or the Trustee
        for delivery of additional or different information, to the extent such
        information is available or reasonably attainable, as the Sponsor, the Master
        Servicer, the Depositor or the Trustee may determine in good faith is necessary
        to comply with the provisions of Regulation AB.

      


      Section
        6.22. No
        Merger. 

      


      The
        Lehman XS Trust 2007-10H shall not to be merged or consolidated with any
        other
        entity, except as a result of a final judicial determination.

      



      
        
          
          

        

        
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      Section
        6.23. Reporting
        Requirements of the Commission. 

      


      The
        Trustee and the Master Servicer shall reasonably cooperate with the Depositor
        and its counsel to enter into such amendments or modifications to this Agreement
        as may be necessary to comply with the Rules and any interpretations thereof
        by
        the staff of the Commission, subject to the provisions of Section 11.03
        hereof.

      


      ARTICLE
        VII

      


      PURCHASE
        OF MORTGAGE LOANS AND

      TERMINATION
        OF THE TRUST FUND

      


      Section
        7.01. Purchase
        of Mortgage Loans; Termination of a Mortgage Pool or the Trust Fund Upon
        Purchase or Liquidation of Mortgage Loans; Purchase of the Pooling REMIC
        I
        Regular Interests or the Pooling REMIC II 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 Group 1 Swap Counterparty as set forth
        in
        Section 7.02, the obligation of the Master Servicer to make a final remittance
        to the Trustee pursuant to Section 4.01, and the obligations of the Master
        Servicer to the Trustee pursuant to Sections 9.10 and 9.14) with respect
        to Pool
        1 shall terminate on the earliest of (i) the final payment or other liquidation
        of the last Mortgage Loan remaining in Pool 1 and the disposition of all
        related
        REO Property, (ii) the latest to occur of the sale of the property held by
        the
        Trust Fund in accordance with Section 7.01(b) and (iii) the Latest Possible
        Maturity Date (each, a “Pool 1 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 Pool 1 Termination Event,
        each REMIC related to Pool 1 shall be terminated in a manner that shall qualify
        as a “qualified liquidation” under the REMIC Provisions as evidenced by an
        Opinion of Counsel provided to the Trustee at the expense of the Trust
        Fund.

      


      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 as set forth in Section 7.02, the obligation
        of
        the Master Servicer to make a final remittance to the Trustee pursuant to
        Section 4.01, and the obligations of the Master Servicer to the Trustee pursuant
        to Sections 9.10 and 9.14) with respect to Pool 2 shall terminate on the
        earliest of (i) the final payment or other liquidation of the last Mortgage
        Loan
        remaining in Pool 2 and the disposition of all related REO Property, (ii)
        the
        latest to occur of the sale of the property held by the Trust Fund in accordance
        with Section 7.01(c) and (iii) the Latest Possible Maturity Date (each a
“Pool 2
        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 Pool 2 Termination Event,
        each REMIC related to Pool 2 shall be terminated in a manner that shall qualify
        as a “qualified liquidation” under the REMIC Provisions as evidenced by an
        Opinion of Counsel provided to the Trustee at the expense of the Trust
        Fund.

      



      
        
          
          

        

        
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      (b)
         On
        any
        Distribution Date occurring on or after the Pool 1 Initial Optional Termination
        Date, the Master Servicer or the LTURI-holder, as applicable, with the prior
        written consent of any NIMS Insurer, the Certificate Insurer and the Seller
        (which consent shall not be unreasonably withheld) has the option to purchase
        the Mortgage Loans in Pool 1 and any REO Property related to Pool 1 for the
        Pool
        1 Purchase Price upon written direction to the Trustee (delivered no later
        than
        30 days prior to the anticipated sale date); provided,
        however, if
        there
        are any Group 1 NIM Securities outstanding, the Master Servicer may only
        exercise its option after receiving the prior written consent of the holders
        of
        such Group 1 NIM Securities and, if such consent is given, the Pool 1 Purchase
        Price shall also include an amount equal to the sum of (1) any accrued interest
        on the Group 1 NIM Securities, (2) the unpaid principal balance of any such
        Group 1 NIM Securities and (3) any other reimbursable expenses owed by the
        issuer of the Group 1 NIM Securities (the “Group 1 NIM Redemption Amount”). Upon
        exercise of such option, the property of the Trust Fund in Pool 1 shall be
        sold
        to the Master Servicer for the Pool 1 Purchase Price. The Master Servicer,
        each
        Servicer (or the Trustee, if applicable) shall be reimbursed from the Pool
        1
        Purchase Price for any Mortgage Loan in Pool 1 or related REO Property for
        any
        Advances made or other amounts advanced with respect to the Mortgage Loans
        in
        Pool 1 that are reimbursable to the Master Servicer or the Trustee under
        this
        Agreement or the related Servicing Agreement, together with any accrued and
        unpaid compensation and any other amounts due to the Certificate Insurer,
        the
        Master Servicer hereunder or the Servicers thereunder, and the Trustee shall
        be
        entitled to be reimbursed from the Pool 1 Purchase Price for any related
        amounts
        owed to the Trustee under Section 6.11 and Section 6.12 hereof. If the Master
        Servicer fails to exercise such option, the NIMS Insurer will have the right
        to
        cause the Master Servicer to exercise such option, to the extent provided
        in the
        insurance agreement related to the NIM Securities among the Master Servicer,
        the
        Trustee and the NIMS Insurer, so long as such NIMS Insurer is insuring the
        NIM
        Securities or is owed any amounts in connection with such guaranty of the
        NIM
        Securities. If the NIMS Insurer directs the Master Servicer to exercise its
        right to cause the Trust Fund to sell its property in Pool 1 as described
        above,
        then (i) the Master Servicer shall cause the Trust Fund to sell its property
        in
        Pool 1 as described above, (ii) the NIMS Insurer shall remit the Pool 1 Purchase
        Price in immediately available funds to the Master Servicer at least three
        Business Days prior to the applicable Distribution Date and, upon receipt
        of
        such funds from the NIMS Insurer, the Master Servicer shall promptly deposit
        such funds in the Collection Account and (iii) the Trustee shall transfer
        the
        property of the Trust Fund in Pool 1 to the NIMS Insurer. The NIMS Insurer
        shall
        be obligated to reimburse the Master Servicer and the Trustee for their
        reasonable out-of-pocket expenses incurred in connection with its sale of
        the
        property in Pool 1 at the direction of the NIMS Insurer and shall indemnify
        and
        hold harmless the Master Servicer and the Trustee for any losses, liabilities
        or
        expenses resulting from any claims directly resulting from or relating to
        the
        Master Servicer’s or Trustee’s sale of the property in Pool 1 at the direction
        of the NIMS Insurer, except to the extent such losses, liabilities or expenses
        arise out of or result from the Master Servicer’s or Trustee’s, as the case may
        be, negligence, bad faith or willful misconduct.

      


      (c)
         On
        any
        Distribution Date occurring on or after the Pool 2 Initial Optional Termination
        Date, the Master Servicer or the LTURI-holder, as applicable, with the prior
        written consent of any NIMS Insurer and the Seller (which consent shall not
        be
        unreasonably withheld) has the option to purchase the Mortgage Loans in Pool
        2
        and any REO Property related to Pool 2 for the Pool 2 Purchase Price upon
        written direction to the Trustee (delivered no later than 30 days prior to
        the
        anticipated sale date); provided,
        however, if
        there
        are any Group 2 NIM Securities outstanding, the Master Servicer may only
        exercise its option after receiving the prior written consent of the holders
        of
        the Group 2 NIM Securities and, if such consent is given, the Pool 2 Purchase
        Price shall include an amount equal to the sum of (1) any accrued interest
        on
        the Group 2 NIM Securities, (2) the unpaid principal balance of any such
        Group 2
        NIM Securities and (3) any other reimbursable expenses owed by the issuer
        of the
        Group 2 NIM Securities (the “Group 2 NIM Redemption Amount”). Upon exercise of
        such option, the property of the Trust Fund in Pool 2 shall be sold to the
        Master Servicer for the Pool 2 Purchase Price. The Master Servicer, each
        Servicer (or the Trustee, if applicable) shall be reimbursed from the Pool
        2
        Purchase Price for any Mortgage Loan in Pool 2 or related REO Property for
        any
        Advances made or other amounts advanced with respect to the Mortgage Loans
        in
        Pool 2 that are reimbursable to the Master Servicer or the Trustee under
        this
        Agreement or the related Servicing Agreement, together with any accrued and
        unpaid compensation and any other amounts due to the Master Servicer hereunder
        or the Servicers thereunder, and the Trustee shall be entitled to be reimbursed
        from the Pool 2 Purchase Price for any related amounts owed to the Trustee
        under
        Section 6.11 and Section 6.12 hereof. If the Master Servicer fails to exercise
        such option, the NIMS Insurer will have the right to cause the Master Servicer
        to exercise such option, to the extent provided in the insurance agreement
        related to the NIM Securities among the Master Servicer, the Trustee and
        the
        NIMS Insurer, so long as such NIMS Insurer is insuring the NIM Securities
        or is
        owed any amounts in connection with such guaranty of the NIM Securities.
        If the
        NIMS Insurer directs the Master Servicer to exercise its right to cause the
        Trust Fund to sell its property in Pool 2 as described above, then (i) the
        Master Servicer shall cause the Trust Fund to sell its property in Pool 2
        as
        described above, (ii) the NIMS Insurer shall remit the Pool 2 Purchase Price
        in
        immediately available funds to the Master Servicer at least three Business
        Days
        prior to the applicable Distribution Date and, upon receipt of such funds
        from
        the NIMS Insurer, the Master Servicer shall promptly deposit such funds in
        the
        Collection Account and (iii) the Trustee shall transfer the property of the
        Trust Fund in Pool 2 to the NIMS Insurer. The NIMS Insurer shall be obligated
        to
        reimburse the Master Servicer and the Trustee for their reasonable out-of-pocket
        expenses incurred in connection with its sale of the property in Pool 2 at
        the
        direction of the NIMS Insurer and shall indemnify and hold harmless the Master
        Servicer and the Trustee for any losses, liabilities or expenses resulting
        from
        any claims directly resulting from or relating to the Master Servicer’s or
        Trustee’s sale of the property in Pool 2 at the direction of the NIMS Insurer,
        except to the extent such losses, liabilities or expenses arise out of or
        result
        from the Master Servicer’s or Trustee’s, as the case may be, negligence, bad
        faith or willful misconduct.

      



      
        
          
          

        

        
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      (d)
         On
        any
        Distribution Date occurring on or after the Pool 1 Initial Optional Termination
        Date or the Pool 2 Initial Optional Termination Date, as applicable, and
        provided there are no NIM Securities outstanding, the Master Servicer, with
        the
        prior written consent of the Seller, which consent shall not be unreasonably
        withheld, has the option to purchase all of the Pooling REMIC I Regular
        Interests or the Pooling REMIC II Regular Interests, respectively.

      


      Upon
        exercise of such option with respect to Pool 1, the Pooling REMIC I Regular
        Interests shall be sold to the Master Servicer at a price (the “Pooling REMIC I
        Regular Interests Purchase Price”) equal to the sum of (i) 100% of the unpaid
        principal balance of each Pool 1 Mortgage Loan on the day of such purchase
        plus
        interest accrued thereon at the applicable Mortgage Rate with respect to
        any
        such Mortgage Loan to the Due Date in the Collection Period immediately
        preceding the related Distribution Date to the date of such repurchase and
        (ii)
        the fair market value of any REO Property and any other property held by
        any
        Pool 1 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 Pool 1 REMIC created pursuant to this Agreement (other than Pooling
        REMIC
        I) shall be terminated in such a manner so that the termination of each such
        REMIC shall qualify as a “qualified liquidation” under the REMIC Provisions and
        the Pooling REMIC I Regular Interests and the Class I-LT-R Certificates will
        evidence the entire beneficial interest in the property of the Trust Fund
        relating to Pool 1. Following a purchase of the Pooling REMIC I Regular
        Interests pursuant to this subsection, the Trust Fund (and Pooling REMIC
        I) will
        remain outstanding and final payment on the Group 1 Certificates (other than
        the
        Class I-LT-R Certificates) will be made in accordance with Section 7.03(a)(iii)
        and 5.02. The Trust Fund, as it relates Pool 1, will terminate upon the
        occurrence of a Pool 1 Termination Event, in accordance with Section
        7.01(a).

      



      
        
          
          

        

        
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      In
        addition, upon exercise of such option with respect to Pool 2, the Pooling
        REMIC
        II Regular Interests shall be sold to the Master Servicer at a price (the
        “Pooling REMIC II Regular Interests Purchase Price”) equal to the sum of (i)
        100% of the unpaid principal balance of each Pool 2 Mortgage Loan on the
        day of
        such purchase plus interest accrued thereon at the applicable Mortgage Rate
        with
        respect to any such Mortgage Loan to the Due Date in the Collection Period
        immediately preceding the related Distribution Date to the date of such
        repurchase and (ii) the fair market value of any REO Property and any other
        property held by any Pool 2 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 Pool 2 REMIC created pursuant to this Agreement
        (other than Pooling REMIC II) shall be terminated in such a manner so that
        the
        termination of each such REMIC shall qualify as a “qualified liquidation” under
        the REMIC Provisions and the Pooling REMIC II Regular Interests and the Class
        II-LT-R Certificates will evidence the entire beneficial interest in the
        property of the Trust Fund. Following a purchase of the Pooling REMIC II
        Regular
        Interests pursuant to this subsection, the Trust Fund (and Pooling REMIC
        II)
        will remain outstanding and final payment on the Group 2 Certificates (other
        than the Class II-LT-R Certificates) will be made in accordance with Section
        7.03(a)(iii) and 5.02. The Trust Fund, as it relates to Pool 2, will terminate
        upon the occurrence of a Pool 2 Termination Event, in accordance with Section
        7.01(a).

      


      The
        Trust
        Fund shall terminate upon the occurrence of a Trust Fund Termination Event,
        in
        accordance with Section 7.01(a).

      



      
        
          
          

        

        
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      Section
        7.02. Procedure
        Upon Termination of Trust Fund or Purchase of Pooling REMIC I Regular Interests
        or Pooling REMIC II Regular Interests.    

      


      (a)
         Notice
        of
        any Trust Fund Termination Event and notice of the purchase of the Pooling
        REMIC
        I Regular Interests or the Pooling REMIC II Regular Interests, specifying
        the
        Distribution Date upon which the final distribution to the Certificates (other
        than the Class I-LT-R or Class II-LT-R Certificates, in the case of a purchase
        of the Pooling REMIC I Regular Interests or Pooling REMIC II Regular Interests,
        respectively) shall be made, shall be given promptly by the Trustee by first
        class mail to Certificateholders mailed no later than 5 Business Days after
        the
        Trustee has received notice from the Master Servicer of its election to cause
        (x) sale of all of the property of the Trust Fund related to Pool 1 or related
        to Pool 2, pursuant to Section 7.01(b), (y) the purchase of the Pooling REMIC
        I
        Regular Interests or the Pooling REMIC II Regular Interests pursuant to Section
        7.01(d), or (z) upon the final payment or other liquidation of the last Mortgage
        Loan or REO Property in the applicable Pool in the Trust Fund. In the case
        of a
        Trust Fund Termination Event, the Trustee shall also give notice to the Master
        Servicer and the Certificate Registrar at the time notice is given to the
        Holders.

      


      In
        the
        case of a Pool 1 Termination Event or Pool 2 Termination Event, as applicable,
        such notice shall specify (A) the Distribution Date upon which final
        distribution on the related Certificates, Pooling REMIC I Regular Interests
        or
        Pooling REMIC II 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, Pooling REMIC I Regular Interests or Pooling REMIC II 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, Pooling REMIC I Regular Interests or Pooling REMIC II 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 Pooling REMIC I Regular Interests or the Pooling
        REMIC
        II Regular Interests, such notice shall specify (A) the Distribution Date
        upon
        which final distribution on the Certificates (other than the Class I-LT-R
        Certificates and Class II-LT-R Certificates) of all amounts required to be
        distributed to Certificateholders pursuant to Section 5.02 (other than any
        distributions to the Class I-LT-R Certificates in respect of Pooling REMIC
        I, or
        the Class II-LT-R Certificate in the case of Pooling REMIC II) will be made
        upon
        presentation and surrender of the Certificates (other than the Class I-LT-R
        Certificates or Class II-LT-R Certificates, as applicable) 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 I-LT-R
        Certificates or Class II-LT-R Certificates, as applicable) at the office
        or
        agency of the Trustee therein specified. Upon any such purchase of the Pooling
        REMIC I Regular Interests or the Pooling REMIC II Regular Interests, the
        duties
        of the Certificate Registrar with respect to the related Certificates shall
        terminate but the Trustee shall not terminate or request the Master Servicer
        to
        terminate, the Collection Account it maintains, the Certificate Account and
        any
        other account or fund maintained with respect to the related Certificates,
        subject to the Trustee’s obligation hereunder to hold all amounts payable to
        Certificateholders in trust without interest pending such payment. For all
        Distribution Dates following the Distribution Date on which the Master Servicer
        purchases either the Pooling REMIC I Regular Interests or the Pooling REMIC
        II
        Regular Interests, all amounts that would be distributed on the related
        Certificates (other than the Class I-LT-R Certificate or the Class II-LT-R
        Certificate, as applicable, and exclusive of amounts payable from any fund
        that
        is treated as an Excluded Trust Asset) absent such purchase shall be payable
        to
        the applicable LTURI-holder.

      



      
        
          
          

        

        
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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 either the Pooling REMIC I Regular
        Interests or Pooling REMIC II Regular Interests shall be reimbursed from
        proceeds received from such termination or purchase.

      


      Section
        7.03. Additional
        Requirements for any Trust Fund Termination Event or Purchase of either the
        Pooling REMIC I Regular Interests or the Pooling REMIC II Regular
        Interests.  

      


      (a)
         Any
        termination of the Trust Fund pursuant to Section 7.01(a) or any termination
        of
        a REMIC pursuant to Section 7.01(d) shall be effected in accordance with
        the
        following additional requirements, unless the Trustee seeks (at the request
        of
        the party exercising the option to purchase all of the Mortgage Loans or
        any of
        the Pooling REMIC I Regular Interests or the Pooling REMIC II Regular Interests,
        respectively, pursuant to Section 7.01(b) or Section 7.01(c) or Section 7.01(d),
        respectively), and subsequently receives, an Opinion of Counsel (at the expense
        of such requesting party), addressed to the Trustee and any NIMS Insurer
        to the
        effect that the failure to comply with the requirements of this Section 7.03
        will not result in an Adverse REMIC Event:

      


      (i)
         Within
        89
        days prior to the time of the making of the final payment on the Certificates
        (other than the Class I-LT-R and Class II-LT-R Certificates, in the case
        of a
        purchase of the Pooling REMIC I Regular Interests or the Pooling REMIC II
        Regular Interests, respectively, upon notification by the Master Servicer,
        any
        NIMS Insurer or an Affiliate of the Seller that it intends to exercise its
        option to cause the termination of the Trust Fund or purchase the Pooling
        REMIC
        I Regular Interests or the Pooling REMIC II Regular Interests, the Trustee
        shall
        adopt a plan of complete liquidation on behalf of each REMIC (other than
        Pooling
        REMIC I, in the case of a purchase of the Pooling REMIC I Regular Interests
        and
        other than Pooling REMIC II, in the case of a purchase of the Pooling REMIC
        II
        Regular Interests), meeting the requirements of a qualified liquidation under
        the REMIC Provisions;

      



      
        
          
          

        

        
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      (ii)
         Any
        sale
        of the assets of the Trust Fund, the Pooling REMIC I Regular Interests or
        Pooling REMIC II 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 I-LT-R and Class II-LT-R Certificates,
        in the
        case of a purchase of the Pooling REMIC I Regular Interests or Pooling REMIC
        II
        Regular Interests, respectively);

      


      (iii)
         On
        the
        date specified for final payment of the Certificates (other than the Class
        I-LT-R and Class II-LT-R Certificates, in the case of a purchase of the Pooling
        REMIC I Regular Interests or Pooling REMIC II Regular Interests, respectively)
        the Trustee shall make final distributions of principal and interest on such
        Certificates and shall pay, in the case of a Pool 1 Termination Event, any
        Swap
        Termination Payment owed to the Group 1 Swap Counterparty on the related
        Swap
        Payment Date (to the extent not paid on previous Swap Payment Dates)in
        accordance with Section 5.02. In the case of a Trust Fund Termination Event,
        and, after payment of, or provision for any outstanding expenses, the Trustee
        shall distribute or credit, or cause to be distributed or credited, to the
        Holders of the Residual Certificates all cash on hand after such final payment
        (other than cash retained to meet claims), and the Trust Fund (and each REMIC)
        shall terminate at that time; and

      


      (iv)
         In
        no
        event may the final payment on the Certificates or the final distribution
        or
        credit to the Holders of the Residual Certificates in respect of the residual
        interest in any liquidated REMIC be made after the 89th day from the date
        on
        which the plan of complete liquidation for such REMIC is adopted.

      


      (b)
         By
        its
        acceptance of a Residual Certificate, each Holder thereof hereby agrees to
        accept the plan of complete liquidation prepared by the Depositor and adopted
        by
        the Trustee under this Section and to take such other action in connection
        therewith as may be reasonably requested by the Master Servicer or any
        Servicer.

      


      (c)
         In
        connection with the termination of the Trust Fund or a Section 7.01(d) Purchase
        Event, the Trustee may request an Opinion of Counsel addressed to the Trustee
        (at the expense of the Depositor) to the effect that all the requirements
        of a
        qualified liquidation under the REMIC Provisions have been met.

      


      Section
        7.04. Optional
        Purchase Right of NIMS Insurer.

      


      The
        NIMS
        Insurer, if any, may purchase any Distressed Mortgage Loan in the related
        Mortgage Pool or Mortgage Pools for a purchase price equal to the outstanding
        principal balance of such Mortgage Loan, plus accrued interest thereon to
        the
        date of repurchase plus any unreimbursed Advances, Servicing Advances, Servicing
        Fees or Trustee Fees and any unreimbursed expenses of the Trustee allocable
        to
        such Distressed Mortgage Loan. Any such purchase shall be accomplished by
        the
        NIMS Insurer’s remittance of the purchase price for the Distressed Mortgage Loan
        to the Master Servicer for deposit into the Collection Account. The NIMS
        Insurer
        shall not use any procedure in selecting Distressed Mortgage Loans to be
        purchased which would be materially adverse to the related Certificateholders
        or
        the Certificate Insurer.

      



      
        
          
          

        

        
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      ARTICLE
        VIII

      


      RIGHTS
        OF
        CERTIFICATEHOLDERS

      


      Section
        8.01. Limitation
        on Rights of Holders.  

      


      (a)
         The
        death
        or incapacity of any Certificateholder shall not operate to terminate this
        Agreement or this Trust Fund, nor entitle such Certificateholder’s legal
        representatives or heirs to claim an accounting or take any action or proceeding
        in any court for a partition or winding up of this Trust Fund, nor otherwise
        affect the rights, obligations and liabilities of the parties hereto or any
        of
        them. Except as otherwise expressly provided herein, no Certificateholder,
        solely by virtue of its status as a Certificateholder, shall have any right
        to
        vote or in any manner otherwise control the Master Servicer or the operation
        and
        management of the Trust Fund, or the obligations of the parties hereto, nor
        shall anything herein set forth, or contained in the terms of the Certificates,
        be construed so as to constitute the Certificateholders from time to time
        as
        partners or members of an association, nor shall any Certificateholder be
        under
        any liability to any third person by reason of any action taken by the parties
        to this Agreement pursuant to any provision hereof.

      


      (b)
         No
        Certificateholder, solely by virtue of its status as Certificateholder, shall
        have any right by virtue or by availing of any provision of this Agreement
        to
        institute any suit, action or proceeding in equity or at law upon or under
        or
        with respect to this Agreement, unless such Holder previously shall have
        given
        to the Trustee a written notice of an Event of Default and of the continuance
        thereof, as hereinbefore provided, and unless also the Holders of Certificates
        evidencing not less than 25% of the Class Principal Amount or Class Notional
        Amount, as applicable, (or Percentage Interest) of Certificates of each Class
        affected thereby shall, with the prior written consent of the 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, any NIMS
        Insurer and the Trustee shall be entitled to such relief as can be given
        either
        at law or in equity.

      



      
        
          
          

        

        
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      Section
        8.02. Access
        to List of Holders.  

      


      (a)
         If
        the
        Trustee is not acting as Certificate Registrar, the Certificate Registrar
        will
        furnish or cause to be furnished to the Trustee and any NIMS Insurer, within
        fifteen days after receipt by the Certificate Registrar of a request by the
        Trustee or any NIMS Insurer in writing, a list, in such form as the Trustee
        may
        reasonably require, of the names and addresses of the Certificateholders
        of each
        Class as of the most recent Record Date.

      


      (b)
         If
        any
        NIMS Insurer or three or more Holders or Certificate Owners (hereinafter
        referred to as “Applicants”) apply in writing to the Trustee, and such
        application states that the Applicants desire to communicate with other Holders
        with respect to their rights under this Agreement or under the Certificates
        and
        is accompanied by a copy of the communication which such Applicants propose
        to
        transmit, then the Trustee shall, within five Business Days after the receipt
        of
        such application, afford such Applicants reasonable access during the normal
        business hours of the Trustee to the most recent list of Certificateholders
        held
        by the Trustee or shall, as an alternative, send, at the Applicants’ expense,
        the written communication proffered by the Applicants to all Certificateholders
        at their addresses as they appear in the Certificate Register.

      


      (c)
         Every
        Holder or Certificate Owner, if the Holder is a Clearing Agency, by receiving
        and holding a Certificate, agrees with the Depositor, the Master Servicer,
        any
        NIMS Insurer, the Certificate Registrar and the Trustee, that none of the
        Depositor, the Master Servicer, any NIMS Insurer, the Certificate Registrar,
        the
        Paying Agent or the Trustee shall be held accountable by reason of the
        disclosure of any such information as to the names and addresses of the
        Certificateholders hereunder, regardless of the source from which such
        information was derived.

      


      Section
        8.03. Acts
        of Holders of Certificates.  

      


      (a)
         Any
        request, demand, authorization, direction, notice, consent, waiver or other
        action provided by this Agreement to be given or taken by Holders or Certificate
        Owner, if the Holder is a Clearing Agency, may be embodied in and evidenced
        by
        one or more instruments of substantially similar tenor signed by such Holders
        in
        person or by agent duly appointed in writing; and, except as herein otherwise
        expressly provided, such action shall become effective when such instrument
        or
        instruments are delivered to the Trustee, the Certificate Registrar and the
        Paying Agent and, where expressly required herein, to the Master Servicer.
        Such
        instrument or instruments (as the action embodies therein and evidenced thereby)
        are herein sometimes referred to as an “Act” of the Holders signing such
        instrument or instruments. Proof of execution of any such instrument or of
        a
        writing appointing any such agents shall be sufficient for any purpose of
        this
        Agreement and conclusive in favor of the Trustee and the Master Servicer,
        if
        made in the manner provided in this Section. Each of the Trustee and the
        Master
        Servicer shall promptly notify the others of receipt of any such instrument
        by
        it, and shall promptly forward a copy of such instrument to the
        others.

      



      
        
          
          

        

        
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      (b)
         The
        fact
        and date of the execution by any Person of any such instrument or writing
        may be
        proved by the affidavit of a witness of such execution or by the certificate
        of
        any notary public or other officer authorized by law to take acknowledgments
        or
        deeds, certifying that the individual signing such instrument or writing
        acknowledged to him the execution thereof. Whenever such execution is by
        an
        officer of a corporation or a member of a partnership on behalf of such
        corporation or partnership, such certificate or affidavit shall also constitute
        sufficient proof of his authority. The fact and date of the execution of
        any
        such instrument or writing, or the authority of the individual executing
        the
        same, may also be proved in any other manner which the Trustee deems
        sufficient.

      


      (c)
         The
        ownership of Certificates, Pooling REMIC I Regular Interests or Pooling REMIC
        II
        Regular Interests (whether or not such Certificates, Pooling REMIC I Regular
        Interests or Pooling REMIC II Regular Interests shall be overdue and
        notwithstanding any notation of ownership or other writing thereon made by
        anyone other than the Trustee) shall be proved by the Certificate Register,
        and
        none of the Trustee, the Master Servicer, the Paying Agent or the Depositor
        shall be affected by any notice to the contrary.

      


      (d)
         Any
        request, demand, authorization, direction, notice, consent, waiver or other
        action by the Holder of any Certificate, Pooling REMIC I Regular Interests
        or
        Pooling REMIC II Regular Interests shall bind every future Holder of the
        same
        Certificate, Pooling REMIC I Regular Interests or Pooling REMIC II Regular
        Interests and the Holder of every Certificate, Pooling REMIC I Regular Interests
        or Pooling REMIC II Regular Interests issued upon the registration of transfer
        thereof or in exchange therefor or in lieu thereof, in respect of anything
        done,
        omitted or suffered to be done by the Trustee or the Master Servicer in reliance
        thereon, whether or not notation of such action is made upon such Certificate,
        Pooling REMIC I Regular Interests or Pooling REMIC II Regular
        Interests.

      


      ARTICLE
        IX

      


      ADMINISTRATION
        AND SERVICING OF MORTGAGE LOANS

      BY
        THE MASTER SERVICER

      


      Section
        9.01. Duties
        of the Master Servicer.  

      


      The
        Certificateholders, by their purchase and acceptance of the Certificates,
        Pooling REMIC I Regular Interests or Pooling REMIC II Regular Interests,
        appoint
        Aurora Loan Services LLC, as Master Servicer. For and on behalf of the
        Depositor, the Trustee, the Certificate Insurer and the Certificateholders,
        the
        Master Servicer shall master service the Mortgage Loans in accordance with
        the
        provisions of this Agreement and the provisions of each Servicing Agreement.
        

      



      
        
          
          

        

        
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      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, the
        Certificate Insurer and any NIMS Insurer upon request, with a copy of such
        policy and fidelity bond. The Master Servicer shall (i) require each Servicer
        to
        maintain an Errors and Omissions Insurance Policy and a Servicer Fidelity
        Bond
        in accordance with the provisions of the applicable Servicing Agreement,
        (ii)
        cause each Servicer to provide to the Master Servicer certificates evidencing
        that such policy and bond is in effect and to furnish to the Master Servicer
        any
        notice of cancellation, non-renewal or modification of the policy or bond
        received by it, as and to the extent provided in the applicable Servicing
        Agreement, and (iii) furnish copies of such policies and of the certificates
        and
        notices referred to in clause (ii) to the Trustee upon request.

      


      (b)
         The
        Master Servicer shall promptly report to the Trustee and any NIMS Insurer
        any
        material changes that may occur in the Master Servicer Fidelity Bond or the
        Master Servicer Errors and Omissions Insurance Policy and shall furnish to
        the
        Trustee and any NIMS Insurer, on request, certificates evidencing that such
        bond
        and insurance policy are in full force and effect. The Master Servicer shall
        promptly report to the Trustee and any NIMS Insurer all cases of embezzlement
        or
        fraud, if such events involve funds relating to the Mortgage Loans. The total
        losses, regardless of whether claims are filed with the applicable insurer
        or
        surety, shall be disclosed in such reports together with the amount of such
        losses covered by insurance. If a bond or insurance claim report is filed
        with
        any of such bonding companies or insurers, the Master Servicer shall promptly
        furnish a copy of such report to the Trustee and any NIMS Insurer. Any amounts
        relating to the Mortgage Loans collected by the Master Servicer under any
        such
        bond or policy shall be promptly remitted by the Master Servicer to the Trustee
        for deposit into the Certificate Account. Any amounts relating to the Mortgage
        Loans collected by the applicable Servicer under any such bond or policy
        shall
        be remitted to the Master Servicer to the extent provided in the applicable
        Servicing Agreement.

      


      Section
        9.03. Master
        Servicer’s Financial Statements and Related Information.  

      


      For
        each
        year this Agreement is in effect, the Master Servicer shall submit to the
        Trustee, each Rating Agency and the Depositor and, upon request, the Certificate
        Insurer, a copy of the annual audited financial statements of its parent
        on or
        prior to March 31st of each year commencing on March 31, 2008. Such financial
        statements shall include comparative balance sheets, income statements,
        statement of changes in shareholder's equity, statements of cash flows, a
        consolidating schedule showing consolidated subsidiaries and any related
        notes
        required pursuant to generally accepted accounting principles, certified
        by a
        nationally recognized firm of Independent Accountants to the effect that
        such
        financial statements were examined and prepared in accordance with generally
        accepted accounting principles applied on a basis consistent with that of
        the
        preceding year.

      



      
        
          
          

        

        
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      Section
        9.04. Power
        to Act; Procedures.  

      


      (a)
         The
        Master Servicer shall master service the Mortgage Loans and shall have full
        power and authority, subject to the REMIC Provisions and the provisions of
        Article X hereof, and each Servicer shall have full power and authority (to
        the
        extent provided in the applicable Servicing Agreement) to do any and all
        things
        that it may deem necessary or desirable in connection with the servicing
        and
        administration of the Mortgage Loans, including but not limited to the power
        and
        authority (i) to execute and deliver, on behalf of the Certificateholders
        and
        the Trustee, customary consents or waivers and other instruments and documents,
        (ii) to consent to transfers of any Mortgaged Property and assumptions of
        the
        Mortgage Notes and related Mortgages, (iii) to collect any Insurance Proceeds
        and Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion
        of the ownership of the Mortgaged Property securing any Mortgage Loan, in
        each
        case, in accordance with the provisions of this Agreement and the applicable
        Servicing Agreement, as applicable; provided that the Master Servicer shall
        not
        take, or knowingly permit any Servicer to take, any action that is inconsistent
        with or prejudices the interests of the Trust Fund or the Certificateholders
        in
        any Mortgage Loan or the rights and interests of the Depositor, the Trustee,
        the
        Certificate Insurer and the Certificateholders under this Agreement. The
        Master
        Servicer further is authorized and empowered by the Trustee, on behalf of
        the
        Certificateholders and the Trustee, in its own name or in the name of any
        Servicer (to the extent permitted in the related Servicing Agreement), when
        the
        Master Servicer or a Servicer, as the case may be, believes it is appropriate
        in
        its best judgment to register any Mortgage Loan with MERS, or cause the removal
        from the registration of any Mortgage Loan on the MERS system, to execute
        and
        deliver, on behalf of the Trustee and the Certificateholders or any of them,
        any
        and all instruments of assignment and other comparable instruments with respect
        to such assignment or re-recording of a Mortgage in the name of MERS, solely
        as
        nominee for the Trustee and its successor and assigns. The Master Servicer
        shall
        represent and protect the interests of the Trust Fund in the same manner
        as it
        protects its own interests in mortgage loans in its own portfolio in any
        claim,
        proceeding or litigation regarding a Mortgage Loan and shall not make or
        knowingly permit any Servicer to make any modification, waiver or amendment
        of
        any term of any Mortgage Loan that would cause an Adverse REMIC Event. Without
        limiting the generality of the foregoing, the Master Servicer in its own
        name or
        in the name of a Servicer, and each Servicer, to the extent such authority
        is
        delegated to such Servicer under the applicable Servicing Agreement, is hereby
        authorized and empowered by the Trustee when the Master Servicer or such
        Servicer, as the case may be, believes it appropriate in its best judgment
        and
        in accordance with Accepted Servicing Practices and the applicable Servicing
        Agreement, to execute and deliver, on behalf of itself and the
        Certificateholders, the Trustee or any of them, any and all instruments of
        satisfaction or cancellation, or of partial or full release or discharge
        and all
        other comparable instruments, with respect to the Mortgage Loans and with
        respect to the Mortgaged Properties. The Trustee shall execute, upon request,
        any powers of attorney furnished to it by the Master Servicer empowering
        the
        Master Servicer or any Servicer to execute and deliver instruments of
        satisfaction or cancellation, or of partial or full release or discharge,
        and to
        foreclose upon or otherwise liquidate Mortgaged Property, and to appeal,
        prosecute or defend in any court action relating to the Mortgage Loans or
        the
        Mortgaged Property, in accordance with the applicable Servicing Agreement
        and
        this Agreement, and the Trustee shall execute and deliver such other documents,
        as the Master Servicer may request, necessary or appropriate to enable the
        Master Servicer to master service or administer the Mortgage Loans and carry
        out
        its duties hereunder and to allow such Servicer to service the Mortgage Loans,
        in each case in accordance with Accepted Servicing Practices (and the Trustee
        shall have no liability for misuse of any such powers of attorney by the
        Master
        Servicer or any Servicer). If the Master Servicer or the Trustee has been
        advised that it is likely that the laws of the state in which action is to
        be
        taken prohibit such action if taken in the name of the Trustee or that the
        Trustee would be adversely affected under the “doing business” or tax laws of
        such state if such action is taken in its name, then upon request of the
        Trustee
        the Master Servicer shall join with the Trustee in the appointment of a
        co-trustee pursuant to Section 6.09 hereof. In no event shall the Master
        Servicer, without the Trustee’s written consent: (i) initiate any action, suit
        or proceeding solely under the Trustee’s name without indicating the Master
        Servicer in its applicable, representative capacity, so long as the
        jurisdictional and procedural rules will allow for this insertion to occur,
        (ii)
        initiate any action, suit or proceeding not directly relating to the servicing
        of a Mortgage Loan (including but not limited to actions, suits or proceedings
        against Certificateholders, or against the Depositor or the Transferor for
        breaches of representations and warranties) solely under the Trustee’s name,
        (iii) engage counsel to represent the Trustee in any action, suit or proceeding
        not directly relating to the servicing of a Mortgage Loan (including but
        not
        limited to actions, suits or proceedings against Certificateholders, or against
        the Depositor or the Transferor for breaches of representations and warranties),
        or (iv) prepare, execute or deliver any government filings, forms, permits,
        registrations or other documents or take any action with the intent to cause,
        and that actually causes, the Trustee to be registered to do business in
        any
        state. The Master Servicer shall indemnify the Trustee for any and all costs,
        liabilities and expenses incurred by the Trustee in connection with the
        negligent or willful misuse of such powers of attorney by the Master Servicer.
        In the performance of its duties hereunder, the Master Servicer shall be
        an
        independent contractor and shall not, except in those instances where it
        is
        taking action in the name of the Trustee on behalf of the Trust Fund, be
        deemed
        to be the agent of the Trustee.

      



      
        
          
          

        

        
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      (b)
         In
        master
        servicing and administering the Mortgage Loans, the Master Servicer shall
        employ
        procedures, and shall exercise the same care that it customarily employs
        and
        exercises master servicing and administering loans for its own account, giving
        due consideration to Accepted Servicing Practices where such practices do
        not
        conflict with this Agreement. Consistent with the foregoing, the Master Servicer
        may, and may permit any Servicer to, in its discretion (i) waive any late
        payment charge (but not any Prepayment Premium, except as set forth below)
        and,
        except as set forth below (ii) extend the due dates for payments due on a
        Mortgage Note; provided,
        however,
        that
        the maturity of any Mortgage Loan shall not be extended past the Final Scheduled
        Distribution Date. In the event of any such modification, the Master Servicer
        shall calculate the Scheduled Payment for such Mortgage Loan based on the
        modified terms of the Mortgage Loan and shall only be required to make Advances
        pursuant to Section 5.04 to the extent of the new Scheduled Payment.
        Notwithstanding anything to the contrary in this Agreement, the Master Servicer
        shall not make or knowingly permit any modification, waiver or amendment
        of any
        material term of any Mortgage Loan, unless: (1) such Mortgage Loan is in
        default
        or default by the related Mortgagor is, in the reasonable judgment of the
        Master
        Servicer or the related Servicer, reasonably foreseeable, (2) in the case
        of a
        waiver of a Prepayment Premium, (a) such Mortgage Loan is in default or default
        by the related Mortgagor is, in the reasonable judgment of the Master Servicer
        or the related Servicer, reasonably foreseeable and such waiver would maximize
        recovery of total proceeds taking into account the value of such Prepayment
        Premium and the related Mortgage Loan and (b) if the prepayment is not the
        result of a refinance by the related Servicer or any of its affiliates, (i)
        the
        collection of the Prepayment Premium would be in violation of applicable
        law or
        (ii) the collection of such Prepayment Premium would be considered “predatory”
pursuant to written guidance published or issued by any applicable federal,
        state or local regulatory authority acting in its official capacity and having
        jurisdiction over such matters and (3) such modification, waiver or amendment
        would not result in an Adverse REMIC Event.

      



      
        
          
          

        

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

      


      (a)
         Each
        Servicing Agreement requires the applicable Servicer, respectively, to service
        the Mortgage Loans in accordance with the provisions thereof. References
        in this
        Agreement to actions taken or to be taken by the Master Servicer include
        actions
        taken or to be taken by a Servicer on behalf of the Master Servicer. Any
        fees
        and other amounts payable to a Servicer shall be deducted from amounts remitted
        to the Master Servicer by such Servicer to the extent permitted by the
        applicable Servicing Agreement and shall not be an obligation of the Trust
        Fund,
        the Trustee or the Master Servicer.

      


      (b)
         The
        Master Servicer shall not be required to (i) take any action with respect
        to the
        servicing of any Mortgage Loan that the related Servicer is not required
        to take
        under the related Servicing Agreement and (ii) cause a Servicer to take any
        action or refrain from taking any action if the related Servicing Agreement
        does
        not require the Servicer to take such action or refrain from taking such
        action;
        in both cases notwithstanding any provision of this Agreement that requires
        the
        Master Servicer to take such action or cause the Servicer to take such
        action.

      


      (c)
         The
        Master Servicer, for the benefit of the Trustee, any NIMS Insurer, the
        Certificate Insurer and the Certificateholders, shall use its reasonable
        best
        efforts to enforce the obligations of each Servicer under the related Servicing
        Agreement, and shall, upon obtaining actual knowledge of the failure of a
        Servicer to perform its obligations in accordance therewith, to the extent
        that
        such non-performance of such obligations would have a material adverse effect
        on
        a Mortgage Loan, the Trust Fund or the Certificateholders, terminate the
        rights
        and obligations of such Servicer thereunder and either act as servicer of
        the
        related Mortgage Loans or cause the other parties hereto to enter into a
        Servicing Agreement (and such parties hereby agree to execute and deliver
        any
        such successor Servicing Agreement), with a successor servicer. Such
        enforcement, including, without limitation, the legal prosecution of claims,
        termination of Servicing Agreements and the pursuit of other appropriate
        remedies, shall be in such form and carried out to such an extent and at
        such
        time as the Master Servicer, in its good faith business judgment, would require
        were it the owner of the related Mortgage Loans. The Master Servicer shall
        pay
        the costs of such enforcement at its own expense, and shall be reimbursed
        therefor initially (i) from a general recovery resulting from such enforcement
        only to the extent, if any, that such recovery exceeds all amounts due in
        respect of the related Mortgage Loans, (ii) from a specific recovery of costs,
        expenses or attorneys’ fees against the party against whom such enforcement is
        directed, and then, (iii) to the extent that such amounts are insufficient
        to
        reimburse the Master Servicer for the costs of such enforcement, from the
        Collection Account.

      



      
        
          
          

        

        
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      (d)
         The
        Master Servicer shall be entitled to conclusively rely on any certifications
        or
        other information provided by the Servicers under the terms of the applicable
        Servicing Agreement, in its preparation of any certifications, notifications,
        filings or reports, in accordance with the terms hereof or as may be required
        by
        applicable law or regulation.

      


      Section
        9.06. Collection
        of Taxes, Assessments and Similar Items.  

      


      (a)
         To
        the
        extent provided in the applicable Servicing Agreement, the Master Servicer
        shall
        cause each Servicer to establish and maintain one or more custodial accounts
        at
        a depository institution (which may be a depository institution with which
        the
        Master Servicer or any Servicer establishes accounts in the ordinary course
        of
        its servicing activities), the accounts of which are insured to the maximum
        extent permitted by the FDIC (each, an “Escrow Account”) and to deposit therein
        any collections of amounts received with respect to amounts due for taxes,
        assessments, water rates, standard hazard insurance policy premiums, Payaheads,
        if applicable, or any comparable items for the account of the Mortgagors.
        Withdrawals from any Escrow Account may be made (to the extent amounts have
        been
        escrowed for such purpose) only in accordance with the applicable Servicing
        Agreement. Each Servicer shall be entitled to all investment income not required
        to be paid to Mortgagors on any Escrow Account maintained by such Servicer.
        The
        Master Servicer shall make (or cause to be made) to the extent provided in
        the
        applicable Servicing Agreement advances to the extent necessary in order
        to
        effect timely payment of taxes, water rates, assessments, standard hazard
        insurance policy premiums or comparable items in connection with the related
        Mortgage Loan (to the extent that the Mortgagor is required, but fails, to
        pay
        such items), provided that it or the applicable Servicer has determined that
        the
        funds so advanced are recoverable from escrow payments, reimbursement pursuant
        to Section 4.02 or otherwise.

      


      (b)
         Costs
        incurred by the Master Servicer or by any Servicer in effecting the timely
        payment of taxes and assessments on the properties subject to the Mortgage
        Loans
        may be added to the amount owing under the related Mortgage Note where the
        terms
        of the Mortgage Note so permit; provided,
        however,
        that the
        addition of any such cost shall not be taken into account for purposes of
        calculating the distributions to be made to Certificateholders. Such costs,
        to
        the extent that they are unanticipated, extraordinary costs, and not ordinary
        or
        routine costs shall be recoverable as a Servicing Advance by the Master Servicer
        pursuant to Section 4.02.

      


      Section
        9.07. Termination
        of Servicing Agreements; Successor Servicers.  

      


      (a)
         The
        Master Servicer shall be entitled to terminate the rights and obligations
        of any
        Servicer under the applicable Servicing Agreement in accordance with the
        terms
        and conditions of such Servicing Agreement and without any limitation by
        virtue
        of this Agreement; provided,
        however,
        that in
        the event of termination of any Servicing Agreement by the Master Servicer
        or
        the related Servicer, the Master Servicer shall either act as Servicer of
        the
        related Mortgage Loans or provide for the servicing of the Mortgage Loans
        by a
        successor servicer to be appointed as provided in the applicable Servicing
        Agreement.

      


      The
        parties acknowledge that notwithstanding the preceding sentence, there may
        be a
        transition period, not to exceed 90 days, in order to effect the transfer
        of
        servicing to a successor servicer. The Master Servicer shall be entitled
        to be
        reimbursed from each Servicer (or by the Trust Fund, if the Servicer is unable
        to fulfill its obligations hereunder) for all costs associated with the transfer
        of servicing from the predecessor servicer, including without limitation,
        any
        costs or expenses associated with the complete transfer of all servicing
        data
        and the completion, correction or manipulation of such servicing data, as
        may be
        required by the Master Servicer to correct any errors or insufficiencies
        in the
        servicing data or otherwise to enable the Master Servicer to service the
        Mortgage Loans properly and effectively.

      



      
        
          
          

        

        
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      (b)
         If
        the
        Master Servicer acts as a successor servicer, it will not assume liability
        for
        the representations and warranties of the Servicer, if any, that it replaces.
        The Master Servicer shall use reasonable efforts to have the successor servicer
        assume liability for the representations and warranties made by the terminated
        Servicer in the related Servicing Agreement, and in the event of any such
        assumption by the successor servicer, the Trustee or the Master Servicer,
        as
        applicable, may, in the exercise of its business judgment, release the
        terminated Servicer from liability for such representations and
        warranties.

      


      (c)
         If
        the
        Master Servicer acts as a successor servicer, it will have the same obligations
        to made Advances as the Servicer under the related Servicing Agreement and
        to
        reimburse itself for unreimbursed Advances if required by the Servicing
        Agreement but will have no obligation to make an Advance if it determines
        in its
        reasonable judgment that such Advance is non-recoverable. To the extent that
        the
        Master Servicer is unable to find a successor servicer that is willing to
        service the Mortgage Loans for the Servicing Fee because of the obligation
        of
        the Servicer to make Advances regardless of whether such Advance is recoverable,
        the applicable Servicing Agreement may be amended to provide that the successor
        servicer shall have no obligation to make an Advance if it determines in
        its
        reasonable judgment that such Advance is non-recoverable and provides an
        Officer’s Certificate to such effect to the Master Servicer and the Trustee and
        any NIMS Insurer.

      


      Section
        9.08. Master
        Servicer Liable for Enforcement.  

      


      Notwithstanding
        any Servicing Agreement, the Master Servicer shall remain obligated and liable
        to the Trustee, any NIMS Insurer, the Certificate Insurer and the
        Certificateholders in accordance with the provisions of this Agreement, to
        the
        extent of its obligations hereunder, without diminution of such obligation
        or
        liability by virtue of such Servicing Agreements. The Master Servicer shall
        use
        commercially reasonable efforts to ensure that the Mortgage Loans are serviced
        in accordance with the provisions of this Agreement and shall use commercially
        reasonable efforts to enforce the provisions of each Servicing Agreement
        for the
        benefit of the Certificateholders, the Certificate Insurer and any NIMS Insurer.
        The Master Servicer shall be entitled to enter into any agreement with any
        Servicer for indemnification of the Master Servicer and nothing contained
        in
        this Agreement shall be deemed to limit or modify such indemnification. Except
        as expressly set forth herein, the Master Servicer shall have no liability
        for
        the acts or omissions of any Servicer in the performance by such Servicer
        of its
        obligations under the related Servicing Agreement.

      



      
        
          
          

        

        
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      Section
        9.09. No
        Contractual Relationship Between Any Servicer and Trustee or
        Depositor.  

      


      Any
        Servicing Agreement that may be entered into and any other transactions or
        services relating to the Mortgage Loans involving any Servicer in its capacity
        as such and not as an originator shall be deemed to be between such Servicer,
        the Seller and the Master Servicer, and the Trustee, the Certificate Insurer,
        any NIMS Insurer and the Depositor shall not be deemed parties thereto and
        shall
        have no obligations, duties or liabilities with respect to such Servicer except
        as set forth in Section 9.10 hereof, but shall have rights thereunder as
        third
        party beneficiaries. It is furthermore understood and agreed by the parties
        hereto that the obligations of any Servicer are set forth in their entirety
        in
        such Servicer’s related Servicing Agreement and such Servicer has no obligations
        under and is not otherwise bound by the terms of this Agreement.

      


      Section
        9.10. Assumption
        of Servicing Agreement by Trustee.  

      


      (a)
         In
        the
        event the Master Servicer shall for any reason no longer be the Master Servicer
        (including by reason of any Event of Default under this Agreement), after
        a
        period not to exceed ninety days after the issuance of any notice of termination
        pursuant to Section 6.14 or Section 9.28, as applicable, the Trustee shall,
        in
        accordance with Section 6.14, thereupon assume all of the rights and obligations
        of such Master Servicer hereunder and under each Servicing Agreement entered
        into with respect to the Mortgage Loans. The Trustee, its designee or any
        successor master servicer appointed by the Trustee shall be deemed to have
        assumed all of the Master Servicer’s interest herein and therein to the same
        extent as if such Servicing Agreement had been assigned to the assuming party,
        except that the Master Servicer shall not thereby be relieved of any liability
        or obligations of the Master Servicer under such Servicing Agreement accruing
        prior to its replacement as Master Servicer, and shall be liable to the Trustee
        and any NIMS Insurer, and hereby agrees to indemnify and hold harmless the
        Trustee and any NIMS Insurer from and against all costs, damages, expenses
        and
        liabilities (including reasonable attorneys’ fees) incurred by the Trustee or
        any NIMS Insurer as a result of such liability or obligations of the Master
        Servicer and in connection with the Trustee’s (or other successor master
        servicer’s) assumption (but not its performance, except to the extent that costs
        or liability of the Trustee (or other successor master servicer’s) are created
        or increased as a result of negligent or wrongful acts or omissions of the
        Master Servicer prior to its replacement as Master Servicer) of the Master
        Servicer’s obligations, duties or responsibilities thereunder; provided that the
        Master Servicer shall not indemnify or hold harmless the Trustee against
        negligent or willful misconduct of the Trustee.

      


      (b)
         The
        Master Servicer that has been terminated shall, upon request of the Trustee
        but
        at the expense of such Master Servicer, deliver to the assuming party all
        documents and records relating to each Servicing Agreement and the related
        Mortgage Loans and an accounting of amounts collected and held by it and
        otherwise use its best efforts to effect the orderly and efficient transfer
        of
        each Servicing Agreement to the assuming party.

      



      
        
          
          

        

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

      


      (a)
         To
        the
        extent provided in the applicable Servicing Agreement, to the extent Mortgage
        Loans contain enforceable due-on-sale clauses, and to the extent that the
        Master
        Servicer has knowledge of the conveyance of a Mortgaged Property, the Master
        Servicer shall cause the related Servicer to enforce such clauses in accordance
        with the applicable Servicing Agreement. If applicable law prohibits the
        enforcement of a due-on-sale clause or such clause is otherwise not enforced
        in
        accordance with the applicable Servicing Agreement, and, as a consequence,
        a
        Mortgage Loan is assumed, the original Mortgagor may be released from liability
        in accordance with the applicable Servicing Agreement.

      


      (b)
         The
        Master Servicer or the related Servicer, as the case may be, shall be entitled
        to approve a request from a Mortgagor for the granting of an easement thereon
        in
        favor of another Person or any alteration or demolition of the related Mortgaged
        Property if it has determined, exercising its good faith business judgment
        in
        the same manner as it would if it were the owner of the related Mortgage
        Loan,
        that the security for, and the timely and full collectibility of, such Mortgage
        Loan would not be materially adversely affected thereby. Any fee collected
        by
        the Master Servicer or the related Servicer for processing such a request
        will
        be retained by the Master Servicer or such Servicer as additional servicing
        compensation.

      


      Section
        9.12. Release
        of Mortgage Files.

      


      (a)
         Upon
        (i)
        becoming aware of the payment in full of any Mortgage Loan or (ii) the receipt
        by the Master Servicer of a notification that payment in full has been or
        will
        be escrowed in a manner customary for such purposes, the Master Servicer
        shall,
        or shall cause the applicable Servicer to, promptly notify the Trustee (or
        the
        applicable Custodian) by a certification (which certification shall include
        a
        statement to the effect that all amounts received in connection with such
        payment that are required to be deposited in the Collection Account maintained
        by the Master Servicer pursuant to Section 4.01 hereof have been or will
        be so
        deposited) of a Servicing Officer and shall request (on the form attached
        hereto
        as Exhibit C or on the form attached to the related Custodial Agreement)
        the
        Trustee or the applicable Custodian, to deliver to the applicable Servicer
        the
        related Mortgage File; provided,
        however,
        that in
        lieu of sending a hard copy certification of a Servicing Officer, the Master
        Servicer may, or may cause, the Servicer to, deliver the request for release
        in
        a mutually agreeable electronic format, and to the extent that such a request,
        on its face, originates from a Servicing Officer, no original signature shall
        be
        required. Upon receipt of such certification and request, the Trustee or
        the
        applicable Custodian (with the consent, and at the direction of the Trustee),
        shall promptly release the related Mortgage File to the applicable Servicer
        and
        neither the Trustee nor the applicable Custodian shall have any further
        responsibility with regard to such Mortgage File. Upon any such payment in
        full,
        the Master Servicer is authorized, and each Servicer, to the extent such
        authority is provided for under the applicable Servicing Agreement, is
        authorized, to give, as agent for the Trustee, as the mortgagee under the
        Mortgage that secured the Mortgage Loan, an instrument of satisfaction (or
        assignment of mortgage without recourse) regarding the Mortgaged Property
        subject to the Mortgage, which instrument of satisfaction or assignment,
        as the
        case may be, shall be delivered to the Person or Persons entitled thereto
        against receipt therefor of such payment, it being understood and agreed
        that no
        expenses incurred in connection with such instrument of satisfaction or
        assignment, as the case may be, shall be chargeable to the Collection
        Account.

      



      
        
          
          

        

        
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      (b)
         From
        time
        to time and as appropriate for the servicing or foreclosure of any Mortgage
        Loan
        and in accordance with Accepted Servicing Practices and the applicable Servicing
        Agreement, the Trustee shall execute such documents as shall be prepared
        and
        furnished to the Trustee by the Master Servicer, or by a Servicer (in form
        reasonably acceptable to the Trustee) and as are necessary to the prosecution
        of
        any such proceedings. The Trustee or the applicable Custodian, shall, upon
        request of the Master Servicer, or of a Servicer, and delivery to the Trustee
        or
        the applicable Custodian, of a request for release of documents and a receipt
        signed by a Servicing Officer substantially in the form of Exhibit C, release
        the related Mortgage File held in its possession or control to the Master
        Servicer (or the applicable Servicer). Such trust receipt shall obligate
        the
        Master Servicer or Servicer to return the Mortgage File to the Trustee or
        the
        applicable Custodian, as applicable, when the need therefor by the Master
        Servicer or Servicer no longer exists unless (i) the Mortgage Loan shall
        be
        liquidated, in which case, upon receipt of a certificate of a Servicing Officer
        similar to that hereinabove specified, the trust receipt shall be released
        by
        the Trustee or the applicable Custodian, as applicable, to the Master Servicer
        (or the applicable Servicer) or (ii) the Mortgage File has been delivered
        directly or through a Servicer to an attorney, or to a public trustee or
        other
        public official as required by law, for purposes of initiating or pursuing
        legal
        action or other proceedings for the foreclosure of the Mortgaged Property
        either
        judicially or non-judicially, and the Master Servicer has delivered directly
        or
        through a Servicer to the Trustee a certificate of a Servicing Officer
        certifying as to the name and address of the Person to which such Mortgage
        File
        or such document was delivered and the purpose of such delivery.

      


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

      


      (a)
         The
        Master Servicer shall transmit, or shall cause the applicable Servicer to
        transmit, to the Trustee such documents and instruments coming into the
        possession of the Master Servicer or such Servicer from time to time as are
        required by the terms hereof or of the applicable Servicing Agreement to
        be
        delivered to the Trustee or the applicable Custodian. Any funds received
        by the
        Master Servicer or by a Servicer in respect of any Mortgage Loan or which
        otherwise are collected by the Master Servicer or a Servicer as Liquidation
        Proceeds or Insurance Proceeds in respect of any Mortgage Loan shall be held
        for
        the benefit of the Trustee and the Certificateholders subject to the Master
        Servicer’s right to retain or withdraw from the Collection Account the Master
        Servicing Fee and other amounts provided in this Agreement and to the right
        of
        each Servicer to retain its Servicing Fee and other amounts as provided in
        the
        related Servicing Agreement. The Master Servicer shall, and shall (to the
        extent
        provided in the applicable Servicing Agreement) cause each Servicer to, provide
        access to information and documentation regarding the Mortgage Loans (i)
        to the
        Trustee, any NIMS Insurer, their respective agents and accountants at any
        time
        upon reasonable request and during normal business hours, (ii) the Certificate
        Insurer and (iii) 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.

      



      
        
          
          

        

        
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      (b)
         All
        Mortgage Files and funds collected or held by, or under the control of, the
        Master Servicer, or any Servicer, in respect of any Mortgage Loans, whether
        from
        the collection of principal and interest payments or from Liquidation Proceeds
        or Insurance Proceeds, shall be held by the Master Servicer, or by any Servicer,
        for and on behalf of the Trustee and the Certificateholders and shall be
        and
        remain the sole and exclusive property of the Trustee; provided,
        however,
        that the
        Master Servicer and each Servicer shall be entitled to setoff against, and
        deduct from, any such funds any amounts that are properly due and payable
        to the
        Master Servicer or such Servicer under this Agreement or the applicable
        Servicing Agreement and shall be authorized to remit such funds to the Trustee
        in accordance with this Agreement.

      


      (c)
         The
        Master Servicer hereby acknowledges that concurrently with the execution
        of this
        Agreement, the Trustee shall own or, to the extent that a court of competent
        jurisdiction shall deem the conveyance of the Mortgage Loans from the Seller
        to
        the Depositor not to constitute a sale, the Trustee shall have a security
        interest in the Mortgage Loans and in all Mortgage Files representing such
        Mortgage Loans and in all funds and investment property now or hereafter
        held
        by, or under the control of, a Servicer or the Master Servicer that are
        collected by any Servicer or the Master Servicer in connection with the Mortgage
        Loans, whether as scheduled installments of principal and interest or as
        full or
        partial prepayments of principal or interest or as Liquidation Proceeds or
        Insurance Proceeds or otherwise, and in all proceeds of the foregoing and
        proceeds of proceeds (but excluding any fee or other amounts to which a Servicer
        is entitled under the applicable Servicing Agreement, or the Master Servicer
        or
        the Depositor is entitled to hereunder); and the Master Servicer agrees that
        so
        long as the Mortgage Loans are assigned to and held by the Trustee or any
        Custodian, all documents or instruments constituting part of the Mortgage
        Files,
        and such funds relating to the Mortgage Loans which come into the possession
        or
        custody of, or which are subject to the control of, the Master Servicer or
        any
        Servicer shall be held by the Master Servicer or such Servicer for and on
        behalf
        of the Trustee as the Trustee’s agent and bailee for purposes of perfecting the
        Trustee’s security interest therein as provided by the applicable Uniform
        Commercial Code or other applicable laws.

      


      (d)
         The
        Master Servicer agrees that it shall not, and shall not authorize any Servicer
        to, create, incur or subject any Mortgage Loans, or any funds that are deposited
        in any Custodial Account, Escrow Account or the Collection Account, or any
        funds
        that otherwise are or may become due or payable to the Trustee, to any claim,
        lien, security interest, judgment, levy, writ of attachment or other
        encumbrance, nor assert by legal action or otherwise any claim or right of
        setoff against any Mortgage Loan or any funds collected on, or in connection
        with, a Mortgage Loan.

      


      Section
        9.14. Representations
        and Warranties of the Master Servicer.  

      


      (a)
         The
        Master Servicer hereby represents and warrants to the Depositor, the Certificate
        Insurer, any NIMS Insurer and the Trustee, for the benefit of the
        Certificateholders, as of the Closing Date that:

      



      
        
          
          

        

        
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      (i)
         it
        is
        validly existing and in good standing as a limited liability company under
        the
        laws of the State of Delaware, and as Master Servicer has full power and
        authority to transact any and all business contemplated by this Agreement
        and to
        execute, deliver and comply with its obligations under the terms of this
        Agreement, the execution, delivery and performance of which have been duly
        authorized by all necessary company action on the part of the Master
        Servicer;

      


      (ii)
         the
        execution and delivery of this Agreement by the Master Servicer and its
        performance and compliance with the terms of this Agreement will not (A)
        violate
        the Master Servicer’s certificate of formation or limited liability company
        agreement, (B) violate any law or regulation or any administrative decree
        or
        order to which it is subject or (C) constitute a default (or an event which,
        with notice or lapse of time, or both, would constitute a default) under,
        or
        result in the breach of, any material contract, agreement or other instrument
        to
        which the Master Servicer is a party or by which it is bound or to which
        any of
        its assets are subject, which violation, default or breach would materially
        and
        adversely affect the Master Servicer’s ability to perform its obligations under
        this Agreement;

      


      (iii)
         this
        Agreement constitutes, assuming due authorization, execution and delivery
        hereof
        by the other respective parties hereto, a legal, valid and binding obligation
        of
        the Master Servicer, enforceable against it in accordance with the terms
        hereof,
        except as such enforcement may be limited by bankruptcy, insolvency,
        reorganization, moratorium and other laws affecting the enforcement of
        creditors’ rights in general, and by general equity principles (regardless of
        whether such enforcement is considered in a proceeding in equity or at
        law);

      


      (iv)
         the
        Master Servicer is not in default with respect to any order or decree of
        any
        court or any order or regulation of any federal, state, municipal or
        governmental agency to the extent that any such default would materially
        and
        adversely affect its performance hereunder;

      


      (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
        or any other company restriction or any judgment, order, writ, injunction,
        decree, law or regulation that may materially and adversely affect its ability
        as Master Servicer to perform its obligations under this Agreement or that
        requires the consent of any third person to the execution of this Agreement
        or
        the performance by the Master Servicer of its obligations under this
        Agreement;

      


      (vi)
         no
        litigation is pending or, to the best of the Master Servicer’s knowledge,
        threatened against the Master Servicer which would prohibit its entering
        into
        this Agreement or performing its obligations under this Agreement;

      


      (vii)
         the
        Master Servicer, or an affiliate thereof the primary business of which is
        the
        servicing of conventional residential mortgage loans, is a Fannie Mae- or
        Freddie Mac-approved seller/servicer;

      



      
        
          
          

        

        
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      (viii)
         no
        consent, approval, authorization or order of any court or governmental agency
        or
        body is required for the execution, delivery and performance by the Master
        Servicer of or compliance by the Master Servicer with this Agreement or the
        consummation of the transactions contemplated by this Agreement, except for
        such
        consents, approvals, authorizations and orders (if any) as have been
        obtained;

      


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

      


      (x)
         the
        Master Servicer has obtained an Errors and Omissions Insurance Policy and
        a
        Fidelity Bond in accordance with Section 9.02 each of which is in full force
        and
        effect, and each of which provides at least such coverage as is required
        hereunder; and

      


      (xi)
         the
        information about the Master Servicer under the heading “The Master Servicer” in
        the Offering Document relating to the Master Servicer does not include an
        untrue
        statement of a material fact and does not omit to state a material fact,
        with
        respect to the statements made, necessary in order to make the statements
        in
        light of the circumstances under which they were made not
        misleading.

      


      (b)
         It
        is
        understood and agreed that the representations and warranties set forth in
        this
        Section 9.14 shall survive the execution and delivery of this Agreement.
        The
        Master Servicer shall indemnify the Depositor, the Certificate Insurer, any
        NIMS
        Insurer and the Trustee and hold them harmless against any loss, damages,
        penalties, fines, forfeitures, legal fees and related costs, judgments, and
        other costs and expenses resulting from any claim, demand, defense or assertion
        based on or grounded upon, or resulting from, a breach of the Master Servicer’s
        representations and warranties contained in Section 9.14(a). It is understood
        and agreed that the enforcement of the obligation of the Master Servicer
        set
        forth in this Section to indemnify the Depositor, the Certificate Insurer
        and
        the Trustee as provided in this Section constitutes the sole remedy (other
        than
        as set forth in Section 6.14) of the Depositor, the Certificate Insurer,
        any
        NIMS Insurer and the Trustee, respecting a breach of the foregoing
        representations and warranties. Such indemnification shall survive any
        termination of the Master Servicer as Master Servicer hereunder, and any
        termination of this Agreement.

      


      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 Certificate Insurer,
        the
        Master Servicer or the Trustee or notice thereof by any one of such parties
        to
        the other parties.

      


      (c)
         It
        is
        understood and agreed that the representations and warranties of the Depositor
        set forth in Sections 2.03(a)(i) through (vi) shall survive the execution
        and
        delivery of this Agreement. The Depositor shall indemnify the Master Servicer
        and hold it harmless against any loss, damages, penalties, fines, forfeitures,
        legal fees and related costs, judgments, and other costs and expenses resulting
        from any claim, demand, defense or assertion based on or grounded upon, or
        resulting from, a breach of the Depositor’s representations and warranties
        contained in Sections 2.03(a)(i) through (vi) hereof. It is understood and
        agreed that the enforcement of the obligation of the Depositor set forth
        in this
        Section to indemnify the Master Servicer as provided in this Section constitutes
        the sole remedy hereunder of the Master Servicer respecting a breach by the
        Depositor of the representations and warranties in Sections 2.03(a)(i) through
        (vi) hereof.

      



      
        
          
          

        

        
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      (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, the Certificate Insurer or any NIMS Insurer or notice thereof by
        any
        one of such parties to the other parties. Notwithstanding anything in this
        Agreement to the contrary, the Master Servicer shall not be liable for special,
        indirect or consequential losses or damages of any kind whatsoever (including,
        but not limited to, lost profits).

      


      Section
        9.15. Opinion.  

      


      On
        or
        before the Closing Date, the Master Servicer shall cause to be delivered
        to the
        Depositor, the Certificate Insurer, the Seller, any NIMS Insurer and the
        Trustee
        one or more Opinions of Counsel, dated the Closing Date, in form and substance
        reasonably satisfactory to the Depositor and Lehman Brothers Inc., as to
        the due
        authorization, execution and delivery of this Agreement by the Master Servicer
        and the enforceability thereof. 

      


      Section
        9.16. Standard
        Hazard and Flood Insurance Policies.  

      


      For
        each
        Mortgage Loan (other than a Cooperative Loan), the Master Servicer shall
        maintain, or cause to be maintained by each Servicer, standard fire and casualty
        insurance and, where applicable, flood insurance, all in accordance with
        the
        provisions of this Agreement and the related Servicing Agreement, as applicable.
        It is understood and agreed that such insurance shall be with insurers meeting
        the eligibility requirements set forth in the applicable Servicing Agreement
        and
        that no earthquake or other additional insurance is to be required of any
        Mortgagor or to be maintained on property acquired in respect of a defaulted
        loan, other than pursuant to such applicable laws and regulations as shall
        at
        any time be in force and as shall require such additional
        insurance.

      


      Pursuant
        to Section 4.01, any amounts collected by the Master Servicer, or by any
        Servicer, under any insurance policies maintained pursuant to this Section
        9.16
        or any Servicing Agreement (other than amounts to be applied to the restoration
        or repair of the property subject to the related Mortgage or released to
        the
        Mortgagor in accordance with the applicable Servicing Agreement) shall be
        deposited into the Collection Account, subject to withdrawal pursuant to
        Section
        4.02. Any cost incurred by the Master Servicer or any Servicer in maintaining
        any such insurance if the Mortgagor defaults in its obligation to do so shall
        be
        added to the amount owing under the Mortgage Loan where the terms of the
        Mortgage Loan so permit; provided,
        however,
        that the
        addition of any such cost shall not be taken into account for purposes of
        calculating the distributions to be made to Certificateholders and shall
        be
        recoverable by the Master Servicer or such Servicer pursuant to Section
        4.02.

      


      Section
        9.17. Presentment
        of Claims and Collection of Proceeds.  

      


      The
        Master Servicer shall cause each Servicer (to the extent provided in the
        applicable Servicing Agreement) to, prepare and present on behalf of the
        Trustee, the Certificate Insurer and the Certificateholders all claims under
        the
        Insurance Policies with respect to the Mortgage Loans, and take such actions
        (including the negotiation, settlement, compromise or enforcement of the
        insured’s claim) as shall be necessary to realize recovery under such policies.
        Any proceeds disbursed to the Master Servicer (or disbursed to a Servicer
        and
        remitted to the Master Servicer) in respect of such policies or bonds shall
        be
        promptly deposited in the Collection Account or the Custodial Account upon
        receipt, except that any amounts realized that are to be applied to the repair
        or restoration of the related Mortgaged Property or related to the related
        Mortgagor in accordance with the Master Servicer’s or related Servicer’s normal
        servicing procedures need not be so deposited (or remitted).

      



      
        
          
          

        

        
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      Section
        9.18. Maintenance
        of the Primary Mortgage Insurance Policies.  

      


      (a)
         The
        Master Servicer shall cause each Servicer to remit (with respect to any Primary
        Mortgage Insurance Policy) or shall remit on behalf of each Servicer to the
        PMI
        Insurer, the applicable PMI Insurance Premiums and provide monthly Mortgage
        Loan
        balance updates to the related PMI Insurers. The Master Servicer shall not
        take,
        or knowingly permit any Servicer (consistent with the applicable Servicing
        Agreement) to take, any action that would result in noncoverage under any
        applicable Primary Mortgage Insurance Policy of any loss which, but for the
        actions of such Master Servicer or such Servicer, would have been covered
        thereunder. To the extent that coverage is available, the Master Servicer
        shall
        use its best reasonable efforts to keep in force and effect, or to cause
        each
        Servicer to keep in force and effect (to the extent that the Mortgage Loan
        requires the Mortgagor to maintain such insurance), primary mortgage insurance
        applicable to each Mortgage Loan in accordance with the provisions of this
        Agreement and the related Servicing Agreement, as applicable. The Master
        Servicer shall not, and shall not knowingly permit any Servicer to, cancel
        or
        refuse to renew any such Primary Mortgage Insurance Policy that is in effect
        at
        the date of the initial issuance of the Certificates and is required to be
        kept
        in force hereunder except in accordance with the provisions of this Agreement
        and the related Servicing Agreement, as applicable. 

      


      (b)
         The
        Master Servicer agrees, to the extent provided in each Servicing Agreement,
        to
        cause each Servicer to present, on behalf of the Trustee, the Certificate
        Insurer and the Certificateholders, claims to the insurer under any Primary
        Mortgage Insurance Policies and, in this regard, to take such reasonable
        action
        as shall be necessary to permit recovery under any Primary Mortgage Insurance
        Policies respecting defaulted Mortgage Loans. Pursuant to Section 4.01, any
        amounts collected by the Master Servicer or any Servicer under any Primary
        Mortgage Insurance Policies shall be deposited in the Collection Account,
        subject to withdrawal pursuant to Section 4.02.

      


      Section
        9.19. Trustee
        To Retain Possession of Certain Insurance Policies and
        Documents.  

      


      The
        Trustee (or the applicable Custodian on behalf of the Trustee) shall retain
        possession and custody of the originals of the Primary Mortgage Insurance
        Policies or certificate of insurance if applicable and any certificates of
        renewal as to the foregoing as may be issued from time to time as contemplated
        by this Agreement. Until all amounts distributable in respect of the
        Certificates have been distributed in full and the Master Servicer otherwise
        has
        fulfilled its obligations under this Agreement, the Trustee (or the applicable
        Custodian) shall also retain possession and custody of each Mortgage File
        in
        accordance with and subject to the terms and conditions of this Agreement.
        The
        Master Servicer shall promptly deliver or cause each Servicer to deliver
        to the
        Trustee (or the applicable Custodian), upon the execution or receipt thereof
        the
        originals of the Primary Mortgage Insurance Policies and any certificates
        of
        renewal thereof, and such other documents or instruments that constitute
        portions of the Mortgage File that come into the possession of the Master
        Servicer or any Servicer from time to time.

      



      
        
          
          

        

        
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      Section
        9.20. Realization
        Upon Defaulted Mortgage Loans.

      


      The
        Master Servicer shall use its reasonable best efforts to, or to cause each
        Servicer to, foreclose upon, repossess or otherwise comparably convert the
        ownership of Mortgaged Properties securing such of the Mortgage Loans as
        come
        into and continue in default and as to which no satisfactory arrangements
        can be
        made for collection of delinquent payments, all in accordance with the
        applicable Servicing Agreement. Alternatively, the Master Servicer may take,
        or
        authorize any Servicer to take, other actions in respect of a defaulted Mortgage
        Loan, which may include (i) accepting a short sale (a payoff of the
        Mortgage Loan for an amount less than the total amount contractually owed
        in
        order to facilitate a sale of the Mortgaged Property by the Mortgagor) or
        permitting a short refinancing (a payoff of the Mortgage Loan for an amount
        less
        than the total amount contractually owed in order to facilitate refinancing
        transactions by the Mortgagor not involving a sale of the Mortgaged Property),
        (ii) arranging for a repayment plan or (iii) agreeing to a
        modification in accordance with Section 9.04. In connection with such
        foreclosure or other conversion or action, the Master Servicer shall, consistent
        with Section 9.18, follow such practices and procedures as it shall reasonably
        determine to be in the best interests of the Trust Fund, the Certificate
        Insurer
        and the Certificateholders and which shall be consistent with its customary
        practices in performing its general mortgage servicing activities; provided
        that
        the Master Servicer shall not be liable in any respect hereunder if the Master
        Servicer is acting in connection with any such foreclosure or other conversion
        or action in a manner that is consistent with the provisions of this Agreement.
        Neither the Master Servicer, nor any Servicer, shall be required to expend
        its
        own funds or incur other reimbursable charges in connection with any
        foreclosure, or attempted foreclosure which is not completed, or toward the
        correction of any default on a related senior mortgage loan, or towards the
        restoration of any property unless it shall determine (i) that such
        restoration and/or foreclosure will increase the proceeds of liquidation
        of the
        Mortgage Loan to the Certificateholders after reimbursement to itself for
        such
        expenses or charges and (ii) that such expenses and charges will be
        recoverable to it through Liquidation Proceeds or Insurance Proceeds (as
        provided in Section 4.02).

      


      Section
        9.21. Compensation
        to the Master Servicer.  

      


      The
        Master Servicer shall be entitled to withdraw from the Collection Account,
        subject to Section 5.05, the Master Servicing Fee to the extent permitted
        by
        Section 4.02. Servicing compensation in the form of assumption fees, if any,
        late payment charges, as collected, if any, or otherwise (but not including
        any
        Prepayment Premium) shall be retained by the Master Servicer (or the applicable
        Servicer) and shall not be deposited in the Collection Account. If the Master
        Servicer does not retain or withdraw the Master Servicing Fee from the
        Collection Account as provided herein, the Master Servicer shall be entitled
        to
        direct the Trustee to pay the Master Servicing Fee to such Master Servicer
        by
        withdrawal from the Certificate Account to the extent that payments have
        been
        received with respect to the applicable Mortgage Loan. The Master Servicer
        shall
        be required to pay all expenses incurred by it in connection with its activities
        hereunder and shall not be entitled to reimbursement therefor except as provided
        in this Agreement. Pursuant to Section 4.01(e), all income and gain realized
        from any investment of funds in the Collection Account shall be for the benefit
        of the Master Servicer as additional compensation. The provisions of this
        Section 9.21 are subject to the provisions of Section 6.14.

      



      
        
          
          

        

        
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      Section
        9.22. REO
        Property.  

      


      (a)
         In
        the
        event the Trust Fund acquires ownership of any REO Property in respect of
        any
        Mortgage Loan, the deed or certificate of sale shall be issued to the Trustee,
        or to its nominee, on behalf of the Certificateholders. The Master Servicer
        shall use its reasonable best efforts to sell, or cause the applicable Servicer,
        to the extent provided in the applicable Servicing Agreement any REO Property
        as
        expeditiously as possible and in accordance with the provisions of this
        Agreement and the related Servicing Agreement, as applicable, but in all
        events
        within the time period, and subject to the conditions set forth in Article
        X
        hereof. Pursuant to its efforts to sell such REO Property, the Master Servicer
        shall protect and conserve, or cause the applicable Servicer to protect and
        conserve, such REO Property in the manner and to such extent required by
        the
        applicable Servicing Agreement, subject to Article X hereof.

      


      (b)
         The
        Master Servicer shall deposit or cause to be deposited all funds collected
        and
        received by it, or recovered from any Servicer, in connection with the operation
        of any REO Property in the Collection Account.

      


      (c)
         The
        Master Servicer and each Servicer, upon the final disposition of any REO
        Property, shall be entitled to reimbursement for any related unreimbursed
        Advances and other unreimbursed advances as well as any unpaid Master Servicing
        Fees or Servicing Fees from Liquidation Proceeds received in connection with
        the
        final disposition of such REO Property; provided, that (without limitation
        of
        any other right of reimbursement that the Master Servicer or any Servicer
        shall
        have hereunder) any such unreimbursed Advances as well as any unpaid Net
        Master
        Servicing Fees or Servicing Fees may be reimbursed or paid, as the case may
        be,
        prior to final disposition, out of any net rental income or other net amounts
        derived from such REO Property.

      


      (d)
         The
        Liquidation Proceeds from the final disposition of the REO Property, net
        of any
        payment to the Master Servicer and the applicable Servicer as provided above,
        shall be deposited in the Collection Account on or prior to the Determination
        Date in the month following receipt thereof and be remitted by wire transfer
        in
        immediately available funds to the Trustee for deposit into the Certificate
        Account on the next succeeding Master Servicer Remittance Date.

      


      Section
        9.23. Notice
        to the Sponsor, the Depositor and the Trustee.  

      


      (a)
         The
        Master Servicer shall promptly notify the Trustee, the Sponsor and the Depositor
        (i) of any legal proceedings pending against the Master Servicer of the type
        described in Item 1117 (§ 229.1117) of Regulation AB and (ii) if the Master
        Servicer shall become (but only to the extent not previously disclosed to
        the
        Master Servicer and the Depositor) at any time an affiliate of any of the
        parties listed on Exhibit V to this Agreement. On or before March 1st of
        each
        year, the Depositor shall distribute the information in Exhibit V hereto
        to the
        Master Servicer.

      



      
        
          
          

        

        
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      (b)
         Not
        later
        than four Business Days prior to the Distribution Date of each month, the
        Master
        Servicer shall provide to the Trustee, the Sponsor and the Depositor notice
        of
        the occurrence of any material modifications, extensions or waivers of terms,
        fees, penalties or payments relating to the Mortgage Loans during the related
        Collection Period or that have cumulatively become material over time (Item
        1121(a)(11) of Regulation AB) along with all information, data, and materials
        related thereto as may be required to be included in the related Distribution
        Report on Form 10-D. The parties to this Agreement acknowledge that the
        performance by the Master Servicer of its duties under this Section 9.23(b)
        related to the timely preparation and delivery of such information is contingent
        upon each applicable Servicer strictly observing all requirements and deadlines
        in the performance of their duties under their related Servicing Agreements.
        The
        Master Servicer shall have no liability for any loss, expense, damage or
        claim
        arising out of or with respect to any failure to properly prepare and/or
        timely
        deliver all such information where such failure results from the Master
        Servicer’s inability or failure to obtain or receive, on a timely basis, any
        information from the Servicer needed to prepare or deliver such information,
        which failure does not result from the Master Servicer’s own negligence, bad
        faith or willful misconduct.

      


      Section
        9.24. Reports
        to the Trustee.  

      


      (a)
         Not
        later
        than 30 days after each Distribution Date, the Master Servicer shall, upon
        request, forward to the Trustee a statement, deemed to have been certified
        by a
        Servicing Officer, setting forth the status of the Collection Account maintained
        by the Master Servicer as of the close of business on the related Distribution
        Date, indicating that all distributions required by this Agreement to be
        made by
        the Master Servicer have been made (or if any required distribution has not
        been
        made by the Master Servicer, specifying the nature and status thereof) and
        showing, for the period covered by such statement, the aggregate of deposits
        into and withdrawals from the Collection Account maintained by the Master
        Servicer. Copies of such statement shall be provided by the Master Servicer,
        upon request, to the Depositor, Attention: Contract Finance, any NIMS Insurer,
        the Certificate Insurer and to any Certificateholders (or by the Trustee
        at the
        Master Servicer’s expense if the Master Servicer shall fail to provide such
        copies to the Certificateholders (unless (i) the Master Servicer shall have
        failed to provide the Trustee with such statement or (ii) the Trustee shall
        be
        unaware of the Master Servicer’s failure to provide such
        statement)).

      


      (b)
         Not
        later
        than two Business Days following each Distribution Date, the Master Servicer
        shall deliver to one Person designated by the Depositor, in a format consistent
        with other electronic loan level reporting supplied by the Master Servicer
        in
        connection with similar transactions, “loan level” information with respect to
        the Mortgage Loans as of the related Determination Date, to the extent that
        such
        information has been provided to the Master Servicer by the Servicers or
        by the
        Depositor.

      



      
        
          
          

        

        
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      (c)
         All
        information, reports and statements prepared by the Master Servicer under
        this
        Agreement shall be based upon information supplied to the Master Servicer
        by the
        Servicer without independent verification thereof and the Master Servicer
        shall
        be entitled to rely on such information.

      


      Section
        9.25. Assessment
        of Compliance and Attestation Reports. 

      


      (a)
         Assessment
        of Compliance

      


      (i)
         By
        March
        15 of each year, commencing in March 2008, the Master Servicer, at its own
        expense, shall furnish, and shall cause any Servicing Function Participant
        engaged by it to furnish, at its own expense, to the Sponsor, the Depositor,
        the
        Master Servicer, the Certificate Insurer and the Trustee, a report on an
        assessment of compliance with the Relevant Servicing Criteria (as identified
        on
        Exhibit O) that contains (A) a statement by such party of its responsibility
        for
        assessing compliance with the Relevant Servicing Criteria, (B) a statement
        that
        such party used the Servicing Criteria to assess compliance with the Relevant
        Servicing Criteria, (C) such party’s assessment of compliance with the Relevant
        Servicing Criteria as of and for the fiscal year covered by the Form 10-K
        required to be filed pursuant to Section 6.20(e), including, if there has
        been
        any material instance of noncompliance with the Relevant Servicing Criteria,
        a
        discussion of each such failure and the nature and status thereof, and (D)
        a
        statement that a registered public accounting firm has issued an attestation
        report on such party’s assessment of compliance with the Relevant Servicing
        Criteria as of and for such period. 

      


      (ii)
         When
        the
        Master Servicer (or any Servicing Function Participant engaged by it) submits
        its 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 and the Trustee what Relevant Servicing Criteria
        will
        be addressed in any such reports prepared by any such Servicing Function
        Participant.

      


      (iii)
         Promptly
        after receipt of each such report on assessment of compliance, the Exchange
        Act
        Signing Party shall confirm that the assessments, taken as a whole, address
        all
        of the Servicing Criteria and taken individually address the Relevant Servicing
        Criteria (and disclose the inapplicability of the Servicing Criteria not
        determined to be Relevant Criteria) for each party as set forth on Exhibit
        O and
        on any similar exhibit set forth in each Servicing Agreement in respect of
        each
        Servicer, and each Custodial Agreement in respect of each Custodian, and,
        where
        the Master Servicer is the Exchange Act Signing Party, shall notify the
        Depositor of any exceptions. 

      


      (b)
         Attestation
        Reports

      


      (i) By
        March
        15 of each year in which the Depositor is required to file reports with respect
        to the Trust Fund in accordance with the Exchange Act and the rules and
        regulations of the Commission, commencing in March 2008, the Master Servicer,
        at
        its own expense, shall cause, and shall cause any Servicing Function Participant
        engaged by it to cause, at its own expense, a registered public accounting
        firm
        (which may also render other services to the Master Servicer) that is a member
        of the American Institute of Certified Public Accountants to furnish a report
        to
        the Sponsor, the Depositor, the Certificate Insurer, 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 or any Servicing Function
        Participant engaged by such party, the Exchange Act Signing Party shall confirm
        that each assessment submitted pursuant subsection (a) of this Section 9.25
        is
        coupled with an attestation meeting the requirements of this Section and
        notify
        the Depositor of any exceptions. 

      


      (c)
         The
        Master Servicer’s obligation to provide assessments of compliance and
        attestations under this Section 9.25 shall terminate upon the filing of a
        Form
        15 suspension notice on behalf of the Trust Fund.

      


      Section
        9.26. Annual
        Statement of Compliance with Applicable Servicing Criteria. 

      


      (a)
         The
        Master Servicer shall deliver (and the Master Servicer shall cause any
        Additional Servicer engaged by it to deliver) to the Sponsor, the Depositor,
        the
        Certificate Insurer 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. 

      


      (b)
         Copies
        of
        such statements shall be provided to any Certificateholder upon request,
        by the
        Master Servicer or by the Trustee at the Master Servicer’s expense if the Master
        Servicer failed to provide such copies (unless (i) the Master Servicer shall
        have failed to provide the Trustee with such statement or (ii) the Trustee
        shall
        be unaware of the Master Servicer’s failure to provide such
        statement).

      


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

      



      
        
          
          

        

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

      


      Section
        9.27. Merger
        or Consolidation.  

      


      Any
        Person into which the Master Servicer may be merged or consolidated, or any
        Person resulting from any merger, conversion, other change in form or
        consolidation to which the Master Servicer shall be a party, or any Person
        succeeding to the business of the Master Servicer, shall be the successor
        to the
        Master Servicer hereunder, without the execution or filing of any paper or
        any
        further act on the part of any of the parties hereto, anything herein to
        the
        contrary notwithstanding; provided,
        however,
        that the
        successor or resulting Person to the Master Servicer shall be a Person that
        shall be qualified and approved to service mortgage loans for Fannie Mae
        or
        Freddie Mac and shall have a net worth of not less than
        $15,000,000.

      


      Section
        9.28. Resignation
        of Master Servicer.  

      


      Except
        as
        otherwise provided in Sections 9.27, 9.28 and 9.29 hereof, the Master Servicer
        shall not resign from the obligations and duties hereby imposed on it unless
        it
        or the Trustee determines that the Master Servicer’s duties hereunder are no
        longer permissible under applicable law or are in material conflict by reason
        of
        applicable law with any other activities carried on by it and cannot be cured.
        Any such determination permitting the resignation of the Master Servicer
        shall
        be evidenced by an Opinion of Counsel that shall be Independent to such effect
        delivered to the Trustee, the Certificate Insurer 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.  

      


      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, the Certificate Insurer, 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, the Certificate Insurer 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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      Notwithstanding
        the foregoing, for so long as reports are required to be filed with the
        Commission under the Exchange Act with respect to the Trust, the Master Servicer
        shall not utilize any Subcontractor for the performance of its duties hereunder
        if such Subcontractor would be “participating in the servicing function” within
        the meaning of Item 1122 of Regulation AB without (a) giving notice to the
        Trustee and the Depositor and (b) requiring any such Subcontractor to provide
        to
        the Master Servicer assessment report as provided in Section 9.25(a) and
        an
        attestation report as provided for in Section 9.25(b), which reports the
        Master
        Servicer shall include in its attestation and assessment reports.

      


      Section
        9.30. Limitation
        on Liability of the Master Servicer and Others.

      


      (a)
         The
        Master Servicer undertakes to perform such duties and only such duties as
        are
        specifically set forth in this Agreement.

      


      (b)
         No
        provision of this Agreement shall be construed to relieve the Master Servicer
        from liability for its own negligent action, its own negligent failure to
        act or
        its own willful misconduct; provided,
        however,
        that the
        duties and obligations of the Master Servicer shall be determined solely
        by the
        express provisions of this Agreement, the Master Servicer shall not be liable
        except for the performance of such duties and obligations as are specifically
        set forth in this Agreement; no implied covenants or obligations shall be
        read
        into this Agreement against the Master Servicer and, in absence of bad faith
        on
        the part of the Master Servicer, the Master Servicer may conclusively rely,
        as
        to the truth of the statements and the correctness of the opinions expressed
        therein, upon any certificates or opinions furnished to the Master Servicer
        and
        conforming to the requirements of this Agreement.

      


      (c)
         None
        of
        the Master Servicer, the Seller or the Depositor or any of the directors,
        officers, employees or agents of any of them shall be under any liability
        to the
        Trustee, the Certificate Insurer or the Certificateholders for any action
        taken
        or for refraining from the taking of any action in good faith pursuant to
        this
        Agreement, or for errors in judgment; provided,
        however,
        that
        this provision shall not protect the Master Servicer, the Seller or the
        Depositor or any such person against any liability that would otherwise be
        imposed by reason of willful misfeasance, bad faith or negligence in its
        performance of its duties or by reason of reckless disregard for its obligations
        and duties under this Agreement. The Master Servicer, the Seller and the
        Depositor and any director, officer, employee or agent of any of them shall
        be
        entitled to indemnification by the Trust Fund and will be held harmless against
        any loss, liability or expense incurred in connection with any legal action
        relating to this Agreement or the Certificates other than any loss, liability
        or
        expense incurred by reason of willful misfeasance, bad faith or negligence
        in
        the performance of his or its duties hereunder or by reason of reckless
        disregard of his or its obligations and duties hereunder. The Master Servicer,
        the Seller and the Depositor and any director, officer, employee or agent
        of any
        of them may rely in good faith on any document of any kind prima facie properly
        executed and submitted by any Person respecting any matters arising hereunder.
        The Master Servicer shall be under no obligation to appear in, prosecute
        or
        defend any legal action that is not incidental to its duties to master service
        the Mortgage Loans in accordance with this Agreement and that in its opinion
        may
        involve it in any expenses or liability; provided,
        however,
        that the
        Master Servicer may in its sole discretion undertake any such action that
        it may
        deem necessary or desirable in respect to this Agreement and the rights and
        duties of the parties hereto and the interests of the Certificateholders
        hereunder. In such event, the legal expenses and costs of such action and
        any
        liability resulting therefrom shall be expenses, costs and liabilities of
        the
        Trust Fund and the Master Servicer shall be entitled to be reimbursed therefor
        out of the Collection Account it maintains as provided by Section
        4.02.

      



      
        
          
          

        

        
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      Section
        9.31. Indemnification;
        Third-Party Claims.  

      


      The
        Master Servicer agrees to indemnify the Depositor, the Sponsor, any NIMS
        Insurer,
        the
        Certificate Insurer
        and the Trustee, and their respective officers, directors, agents and
        affiliates, and hold each of them harmless against any and all claims, losses,
        penalties, fines, forfeitures, reasonable legal fees and related costs,
        judgments, and any other costs, liability, fees and expenses that the Depositor,
        the Sponsor,
        the
        Certificate Insurer,
        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,
        the
        Certificate Insurer
        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,
        the
        Certificate Insurer
        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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      ARTICLE
        X

      


      REMIC
        ADMINISTRATION

      


      Section
        10.01. REMIC
        Administration.

      


      (a)
         REMIC
        elections as set forth in the Preliminary Statement shall be made on Forms
        1066
        or other appropriate federal tax or information return for the taxable year
        ending on the last day of the calendar year in which the Certificates are
        issued. The regular interests and residual interest in each REMIC shall be
        as
        designated in the Preliminary Statement. For purposes of such designations,
        the
        interest rate of any regular interest that is computed by taking into account
        the weighted average of the Net Mortgage Rates of the Mortgage Loans shall
        be
        reduced by the amount of any expense paid by the Trust to the extent that
        (i)
        such expense was not taken into account in computing the Net Mortgage Rate
        of
        any Mortgage Loan, (ii) such expense does not constitute an “unanticipated
        expense” of a REMIC within the meaning of Treasury Regulation Section
        1.860G-1(b)(3)(ii), (iii) such expense does not relate to an Excluded Trust
        Asset and (iv) the amount of such expense was not taken into account in
        computing the interest rate of a more junior Class of regular
        interests.

      


      (b)
         The
        Closing Date is hereby designated as the “Startup Day” of each REMIC within the
        meaning of Section 860G(a)(9) of the Code. The latest possible maturity date
        for
        purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible
        Maturity Date.

      


      (c)
         The
        Trustee shall represent the Trust Fund in any administrative or judicial
        proceeding relating to an examination or audit by any governmental taxing
        authority with respect thereto. The Trustee shall pay any and all tax related
        expenses (not including taxes) of each REMIC, including but not limited to
        any
        professional fees or expenses related to audits or any administrative or
        judicial proceedings with respect to such REMIC that involve the Internal
        Revenue Service or state tax authorities, but only to the extent that (i)
        such
        expenses are ordinary or routine expenses, including expenses of a routine
        audit
        but not expenses of litigation (except as described in (ii)); or (ii) such
        expenses or liabilities (including taxes and penalties) are attributable
        to the
        negligence or willful misconduct of the Trustee in fulfilling its duties
        hereunder (including its duties as tax return preparer). The Trustee shall
        be
        entitled to reimbursement of expenses to the extent provided in clause (i)
        above
        from the Certificate Account; provided,
        however,
        the
        Trustee shall not be entitled to reimbursement for expenses incurred in
        connection with the preparation of tax returns and other reports as required
        by
        Section 6.20 and this Section.

      


      (d)
         The
        Trustee shall prepare, 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.

      



      
        
          
          

        

        
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      (e)
         The
        Trustee or its designee shall perform on behalf of each REMIC all reporting
        and
        other tax compliance duties that are the responsibility of such REMIC under
        the
        Code, the REMIC Provisions, or other compliance guidance issued by the Internal
        Revenue Service or any state or local taxing authority. Among its other duties,
        if required by the Code, the REMIC Provisions, or other such guidance, the
        Trustee shall provide (i) to the Treasury or other governmental authority
        such
        information as is necessary for the application of any tax relating to the
        transfer of a Residual Certificate to any disqualified person or organization
        pursuant to Treasury Regulation 1.860E-2(a)(5) and any person designated
        in
        Section 860E(e)(3) of the Code and (ii) to the Certificateholders such
        information or reports as are required by the Code or REMIC
        Provisions.

      


      The
        Trustee shall be entitled to receive reasonable compensation from the Trust
        Fund
        for the performance of its duties under this subsection (e); provided,
        however,
        that
        such compensation shall not exceed $5,000 per year; provided, further, that,
        after a Section 7.01(d) Purchase Event, any expenses incurred by the Trustee
        in
        connection with such Section 7.01(d) Purchase Event shall be reimbursed to
        the
        Trustee, regardless of the limitation set forth above, in accordance with
        Section 4.04(b).

      


      (f)
         The
        Trustee, the Master Servicer and the Holders of Certificates shall take any
        action, within their respective control and scope of their duties, or cause
        any
        REMIC to take any action necessary to create or maintain the status of any
        REMIC
        as a REMIC under the REMIC Provisions and shall assist each other as necessary
        to create or maintain such status. Neither the Trustee, the Master Servicer
        nor
        the Holder of any Residual Certificate shall knowingly take any action, within
        their respective control, cause any REMIC to take any action or fail to take
        (or
        fail to cause to be taken) any action, within their respective control and
        scope
        of their duties, that, under the REMIC Provisions, if taken or not taken,
        as the
        case may be, could result in an Adverse REMIC Event unless the Trustee, any
        NIMS
        Insurer and the Master Servicer have received an Opinion of Counsel (at the
        expense of the party seeking to take such action) to the effect that the
        contemplated action will not result in an Adverse REMIC Event. In addition,
        prior to taking any action with respect to any REMIC or the assets therein,
        or
        causing any REMIC to take any action, which is not expressly permitted under
        the
        terms of this Agreement, any Holder of a Residual Certificate will consult
        with
        the Trustee, the Master Servicer, any NIMS Insurer or their respective
        designees, in writing, with respect to whether such action could cause an
        Adverse REMIC Event to occur with respect to any REMIC, and no such Person
        shall
        take any such action or cause any REMIC to take any such action as to which
        the
        Trustee, the Master Servicer or any NIMS Insurer has advised it in writing
        that
        an Adverse REMIC Event could occur.

      


      (g)
         Each
        Holder of a Residual Certificate shall pay when due any and all taxes imposed
        on
        the related REMIC by federal or state governmental authorities. To the extent
        that such taxes are not paid by a Residual Certificateholder, the Trustee
        shall
        pay any remaining REMIC taxes out of current or future amounts otherwise
        distributable to the Holder of the Residual Certificate in any such REMIC
        or, if
        no such amounts are available, out of other amounts held in the Certificate
        Account, and shall reduce amounts otherwise payable to holders of regular
        interests in any such REMIC, as the case may be.

      



      
        
          
          

        

        
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      (h)
         The
        Trustee shall, for federal income tax purposes, maintain books and records
        with
        respect to each REMIC on a calendar year and on an accrual basis.

      


      (i)
         No

        additional contributions of assets shall be made to any REMIC, except as
        expressly provided in this Agreement.

      


      (j)
         Neither
        the Trustee nor the Master Servicer shall enter into any arrangement by which
        any REMIC will receive a fee or other compensation for services.

      


      (k)
         Upon
        the
        request of any Rating Agency, the Trustee shall deliver an Officer’s Certificate
        stating, without regard to any actions taken by any party other than the
        Trustee, the Trustee’s compliance with provisions of this Section
        10.01.

      


      (l)
         The
        Trustee shall treat each of the Pool 1 Basis Risk Reserve Fund, the Group
        1 Swap
        Account and the Group 1 Cap Account as an outside reserve fund within the
        meaning of Treasury Regulation 1.860G-2(h) that is owned by the Holder of
        the
        Class I-XS Component, the I-SX
        Component and the Class I-CX Component of the Class I-X Certificates,
        respectively, and that is not an asset of any REMIC. The Trustee shall treat
        each of the Pool 2 Basis Risk Reserve Fund, the arrangement pursuant to which
        the Balance Guaranteed Cap Agreement is held and the arrangement pursuant
        to
        which the Group 2 Cap Agreement is held as an outside reserve fund within
        the
        meaning of Treasury Regulation 1.860G-2(h) that is owned by the Holder of
        the
        Class II-XS (in the case of the Pool 2 Basis Risk Reserve Fund) and Class
        II-CX
        Components (in the case of the Balance Guaranteed Cap Agreement and the Group
        2
        Cap Agreement) of the Class II-X Certificates, and that is not an asset of
        any
        REMIC. The Trustee shall treat the rights of the Certificateholders (other
        than
        the Holders of the Class I-X, Class II-X, Class I-LT-R, Class II-LT-R, Class
        I-R, Class II-R, Class I-P and Class II-P Certificates) to receive any Basis
        Risk Shortfalls and Unpaid Basis Risk Shortfalls as rights in interest rate
        cap
        contracts, one of which is written by the Class I-XS Component
        Certificateholders in favor of the Group 1 Certificateholders with respect
        to
        the right to receive such amounts from Pool 1 Monthly Excess Cashflow, one
        of
        which is written by the holders of the I-CX Component in favor of the Group
        1
        Certificateholders (other than the Class I-AIO Certificates) with respect
        to the
        right to receive such amounts from the Group 1 Cap Agreement, one of which
        is
        written by the holders of the I-SX Component in favor of the Group 1
        Certificateholders (other than the Class I-AIO Certificates) with respect
        to the
        right to receive such amounts from the Group 1 Swap Agreement and one of
        which
        is written by the Class II-XS Component Certificateholders in favor of the
        Group
        2 Certificateholders (other than Class II-AIO) with respect to the right
        to
        receive such amounts from Pool 2 Monthly Excess Cashflow and one of which
        is
        written by the Class II-CX Component Certificateholders in favor of the Group
        2
        Certificateholders (other than Class II-AIO) with respect to the right to
        receive such amounts from the Balance Guaranteed Cap Agreement or the Group
        2
        Cap Agreement. Thus, each Certificateholder (other than the Holders of the
        Class
        I-X, Class II-X, Class I-LT-R, Class II-LT-R, Class I-R, Class II-R, Class
        I-P
        and Class II-P Certificates) shall be treated as representing not only ownership
        of regular interests in a REMIC, but also ownership of an interest in an
        interest rate cap contract. Pursuant
        to each such notional principal contract in the case of the I-SX Component,
        all
        beneficial owners of the Group 1 Certificates shall
        be treated as having agreed to pay, on each Distribution Date, to the beneficial
        owners of the I-SX Component 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 I 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 “Pool 1 REMIC 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. However, any payment from
        the
        Group 1 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 I and as having been paid by such
        beneficial owners to the Supplemental Interest Trust pursuant to the notional
        principal contract. In addition, pursuant to the notional principal contracts
        written by the Class II-X all beneficial owners of the Group 2 Certificates
        shall be treated as having agreed to pay, on each Distribution Date, to the
        beneficial owners of the Class II-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 II corresponding to such Class of Certificates
        over (ii) the amount payable on such Class of Certificates on such Distribution
        Date. Any such payment shall be treated for tax purposes as having been received
        by the beneficial owners of such Group 2 Certificates in respect of their
        Interests in the applicable Upper-Tier REMIC and as having been paid by such
        beneficial owners to the Pool 2 Basis Risk Reserve Fund pursuant to the notional
        principal contract. For tax purposes, the notional principal contract shall
        be
        deemed to have a value in favor of the Group 1 and Group 2 Certificates entitled
        to receive Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls of $38,000
        with respect to the Group 1 Certificates (other than the Class I-AIO
        Certificates) as of the Closing Date and $11,000 with respect to the Group
        2
        Certificates (other than the Class II-AIO and Class II-A1 Certificates) as
        of
        the Closing Date.

      



      
        
          
          

        

        
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      (m)
         [Reserved]

      


      (n)
         Notwithstanding
        the priority and sources of payments set forth in Article V hereof or otherwise,
        the Trustee shall account for all distributions on the Certificates as set
        forth
        in this Section 10.01. In no event shall any payments of Basis Risk Shortfalls
        or Unpaid Basis Risk Shortfalls provided for in this Section 10.01 be treated
        as
        payments with respect to a “regular interest” in a REMIC within the meaning of
        Code Section 860G(a)(1).

      


      Section
        10.02. Prohibited
        Transactions and Activities.  

      


      None
        of
        the Depositor, the Master Servicer or the Trustee shall sell, dispose of,
        or
        substitute for any of the Mortgage Loans, except in a disposition pursuant
        to
        (i) the foreclosure of a Mortgage Loan, (ii) the bankruptcy of the Trust
        Fund,
        (iii) the termination of each REMIC pursuant to Article VII of this Agreement,
        (iv) a substitution pursuant to Article II of this Agreement or (v) a repurchase
        of Mortgage Loans pursuant to Article II of this Agreement, nor acquire any
        assets for any REMIC, nor sell or dispose of any investments in the Certificate
        Account for gain, nor accept any contributions to any REMIC after the Closing
        Date, unless the Trustee and any NIMS Insurer have received an Opinion of
        Counsel (at the expense of the party causing such sale, disposition, or
        substitution) that such disposition, acquisition, substitution, or acceptance
        will not (a) result in an Adverse REMIC Event, (b) affect the distribution
        of
        interest or principal on the Certificates, or (c) result in the encumbrance
        of
        the assets transferred or assigned to the Trust Fund (except pursuant to
        the
        provisions of this Agreement). 

      



      
        
          
          

        

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

      


      Upon
        the
        occurrence of an Adverse REMIC Event due to the negligent performance by
        the
        Trustee of its duties and obligations set forth herein, the Trustee shall
        indemnify the Holder of the related Residual Certificate or the Trust Fund,
        as
        applicable, against any and all losses, claims, damages, liabilities or expenses
        (“Losses”) resulting from such negligence; provided,
        however,
        that the
        Trustee shall not be liable for any such Losses attributable to the action
        or
        inaction of the Master Servicer, the Depositor, the Class I-X or Class II-X
        Certificateholder or the Holder of a Residual Certificate, as applicable,
        nor
        for any such Losses resulting from misinformation provided by the Holder
        of such
        Residual Certificate on which the Trustee has relied. The foregoing shall
        not be
        deemed to limit or restrict the rights and remedies of the Holder of such
        Residual Certificate now or hereafter existing at law or in equity.
        Notwithstanding the foregoing, however, in no event shall the Trustee have
        any
        liability pursuant to this Section 10.03: (1) for any action or omission
        that is
        taken in accordance with and in compliance with the express terms of, or
        which
        is expressly permitted by the terms of, this Agreement or any Servicing
        Agreement, (2) for any Losses other than arising out of a negligent performance
        by the Trustee of its duties and obligations set forth herein, and (3) for
        any
        special or consequential damages to Certificateholders (in addition to payment
        of principal and interest on the Certificates). In addition, the Trustee
        shall
        not have any liability for the actions or failure to act of any other party
        hereto.

      


      Section
        10.04. REO
        Property.  

      


      (a)
         Notwithstanding
        any other provision of this Agreement, the Master Servicer, acting on behalf
        of
        the Trustee hereunder, shall not, except to the extent provided in the
        applicable Servicing Agreement, knowingly permit any Servicer to, rent, lease,
        or otherwise earn income on behalf of any REMIC with respect to any REO Property
        which might cause an Adverse REMIC Event unless the Master Servicer and any
        NIMS
        Insurer has advised, or has caused the applicable Servicer to advise, the
        Trustee in writing to the effect that, under the REMIC Provisions, such action
        would not result in an Adverse REMIC Event.

      


      (b)
         The
        Master Servicer shall cause the applicable Servicer (to the extent provided
        in
        its Servicing Agreement) to make reasonable efforts to sell any REO Property
        for
        its fair market value. In any event, however, the Master Servicer shall,
        or
        shall cause the applicable Servicer (to the extent provided in its Servicing
        Agreement) to, dispose of any REO Property within three years of its acquisition
        by the Trust Fund unless the Master Servicer has received a grant of extension
        from the Internal Revenue Service to the effect that, under the REMIC
        Provisions, the REMIC may hold REO Property for a longer period without causing
        an Adverse REMIC Event. If the Master Servicer has received such an extension,
        then the Master Servicer, acting on the Trustee’s behalf hereunder, shall, or
        shall cause the applicable Servicer to, continue to attempt to sell the REO
        Property for its fair market value for such period longer than three years
        as
        such extension permits (the “Extended Period”). If the Master Servicer has not
        received such an extension and the Master Servicer or the applicable Servicer,
        acting on behalf of the Trustee hereunder, is unable to sell the REO Property
        within 33 months after its acquisition by the Trust Fund or if the Master
        Servicer has received such an extension, and the Master Servicer or the
        applicable Servicer is unable to sell the REO Property within the period
        ending
        three months before the close of the Extended Period, the Master Servicer
        shall
        cause the applicable Servicer, before the end of the three year period or
        the
        Extended Period, as applicable, to (i) purchase such REO Property at a price
        equal to the REO Property’s fair market value or (ii) auction the REO Property
        to the highest bidder (which may be the applicable Servicer) in an auction
        reasonably designed to produce a fair price prior to the expiration of the
        three-year period or the Extended Period, as the case may be.

      



      
        
          
          

        

        
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      ARTICLE
        XI

      


      MISCELLANEOUS
        PROVISIONS

      


      Section
        11.01. Binding
        Nature of Agreement; Assignment.  

      


      This
        Agreement shall be binding upon and inure to the benefit of the parties hereto
        and their respective successors and permitted assigns.

      


      Section
        11.02. Entire
        Agreement.  

      


      This
        Agreement contains the entire agreement and understanding among the parties
        hereto with respect to the subject matter hereof, and supersedes all prior
        and
        contemporaneous agreements, understandings, inducements and conditions, express
        or implied, oral or written, of any nature whatsoever with respect to the
        subject matter hereof. The express terms hereof control and supersede any
        course
        of performance and/or usage of the trade inconsistent with any of the terms
        hereof.

      


      Section
        11.03. Amendment.  

      


      (a)
         On
        or
        prior to a Section 7.01(d) Purchase Event, this Agreement may be amended
        from
        time to time by the Depositor, the Master Servicer and the Trustee, with
        the
        consent of any NIMS Insurer and with the consent of the Certificate Insurer
        (solely as to any matter involving the Insured Certificates or the Pool 1
        Mortgage Loans), but without consent of the Group 1 Swap Counterparty (except
        to
        the extent that the rights or obligations of the Group 1 Swap Counterparty
        hereunder or under the Group 1 Swap Agreement, respectively, 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 Group 1 Swap Agreement is adversely affected, in which
        case prior written consent of the Group 1 Swap Counterparty is required),
        without consent of the Balance Guaranteed Cap Counterparty (except to the
        extent
        that such amendment would reasonably be expected to have an adverse affect
        on
        the Balance Guaranteed Cap Counterparty, in which case at least five (5)
        Business Days’ prior notice to the Balance Guaranteed Cap Counterparty and the
        prior written consent of the Balance Guaranteed Cap Counterparty are required)
        and without notice to or the consent of any of the Holders, (i) to cure any
        ambiguity, (ii) to cause the provisions herein to conform to or be consistent
        with or in furtherance of the statements made with respect to the Certificates,
        the Trust Fund or this Agreement in any Offering Document, or to correct
        or
        supplement any provision herein which may be inconsistent with any other
        provisions herein or with the provisions of any Servicing Agreement, (iii)
        to
        make any other provisions with respect to matters or questions arising under
        this Agreement or (iv) to add, delete, or amend any provisions to the extent
        necessary or desirable to comply with any requirements imposed by the Code
        and
        the REMIC Provisions as evidenced by an Opinion of Counsel. No such amendment
        effected pursuant to the preceding sentence shall, as evidenced by an Opinion
        of
        Counsel, result in an Adverse REMIC Event, nor shall such amendment effected
        pursuant to clause (iii) of such sentence adversely affect in any material
        respect the interests of any Holder. Prior to entering into any amendment
        without the consent of Holders pursuant to this paragraph, the Trustee, the
        Certificate Insurer, any NIMS Insurer, the Group 1 Swap Counterparty and
        the
        Balance Guaranteed Cap Counterparty shall be provided with an Opinion of
        Counsel
        addressed to the Trustee, the Certificate Insurer, any NIMS Insurer, the
        Group 1
        Swap Counterparty and the Balance Guaranteed Cap Counterparty (at the expense
        of
        the party requesting such amendment) to the effect that such amendment is
        permitted under this Section. Any such amendment shall be deemed not to
        adversely affect in any material respect any Holder, if the Trustee receives
        written confirmation from each Rating Agency that such amendment will not
        cause
        such Rating Agency to reduce the then current rating assigned to the
        Certificates (without regard to the Certificate Insurance Policy with respect
        to
        the Insured Certificates).

      



      
        
          
          

        

        
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      (b)
         On
        or
        prior to a Section 7.01(d) Purchase Event, this Agreement may also be amended
        from time to time by the Depositor, the Master Servicer, and the Trustee,
        with
        the consent of any NIMS Insurer, and with the consent of the Certificate
        Insurer
        (solely as to any matter involving the Insured Certificates or the Pool 1
        Mortgage Loans) but without consent of the Group 1 Swap Counterparty (except
        to
        the extent that the rights or obligations of the Group 1 Swap Counterparty
        hereunder or under the Group 1 Swap Agreement, respectively, are affected
        thereby or the ability of the Trustee on behalf of the Supplemental Interest
        Trust and the Trust Fund to perform fully and timely its obligations under
        the
        Group 1 Swap Agreement is adversely affected, in which case prior written
        consent of the Group 1 Swap Counterparty is required), without consent of
        the
        Balance Guaranteed Cap Counterparty (except to the extent that such amendment
        would reasonably be expected to have an adverse affect on the Balance Guaranteed
        Cap Counterparty, in which case at least five (5) Business Days’ prior notice to
        the Balance Guaranteed Cap Counterparty and the prior written consent of
        the
        Balance Guaranteed Cap Counterparty are required) and with the consent of
        the
        Holders of not less than 662⁄3% of the Class Principal Amount (or Percentage
        Interest) of each Class of Certificates affected thereby for the purpose
        of
        adding any provisions to or changing in any manner or eliminating any of
        the
        provisions of this Agreement or of modifying in any manner the rights of
        the
        Holders; provided,
        however,
        that no
        such amendment shall be made unless the Trustee, the Certificate Insurer,
        any
        NIMS Insurer, the Group 1 Swap Counterparty and the Balance Guaranteed Cap
        Counterparty receive an Opinion of Counsel addressed to the Trustee, the
        Certificate Insurer, any NIMS Insurer, the Group 1 Swap Counterparty and
        the
        Balance Guaranteed Cap Counterparty, at the expense of the party requesting
        the
        change, that such change will not cause an Adverse REMIC Event and is permitted
        hereunder; and provided,
        further,
        that no
        such amendment may (i) reduce in any manner the amount of, or delay the timing
        of, payments received on Mortgage Loans which are required to be distributed
        on
        any Certificate, without the consent of the Holder of such Certificate or
        (ii)
        reduce the aforesaid percentages of Class Principal Amount or Class Notional
        Amount, as applicable (or Percentage Interest) of Certificates of each Class,
        the Holders of which are required to consent to any such amendment without
        the
        consent of the Holders of 100% of the Class Principal Amount or Class Notional
        Amount, as applicable (or Percentage Interest) of each Class of Certificates
        affected thereby. For purposes of this paragraph, references to “Holder” or
“Holders” shall be deemed to include, in the case of any Class of Book-Entry
        Certificates, the related Certificate Owners.

      



      
        
          
          

        

        
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      (c)
         After
        a
        Section 7.01(d) Purchase Event but on or prior to a Pool 1 Termination Event
        or
        Pool 2 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
        consent of the Group 1 Swap Counterparty (except to the extent that the rights
        or obligations of the Group 1 Swap Counterparty hereunder or under the Group
        1
        Swap Agreement, respectively, are affected thereby or the ability of the
        Trustee
        on behalf of the Supplemental Interest Trust and the Trust Fund to perform
        fully
        and timely its obligations under the Group 1 Swap Agreement is adversely
        affected, in which case prior written consent of the Group 1 Swap Counterparty
        is required) and without consent of the Balance Guaranteed Cap Counterparty
        (except to the extent that such amendment would reasonably be expected to
        have
        an adverse affect on the Balance Guaranteed Cap Counterparty, in which case
        at
        least five (5) Business Days’ prior notice to the Balance Guaranteed Cap
        Counterparty and the prior written consent of the Balance Guaranteed Cap
        Counterparty are required). Prior to entering into any amendment without
        the
        consent of Holders pursuant to this paragraph, the Trustee, the Group 1 Swap
        Counterparty and the Balance Guaranteed Cap Counterparty shall be provided
        with
        an Opinion of Counsel addressed to the Trustee, any NIMS Insurer, the Group
        1
        Swap Counterparty and the Balance Guaranteed Cap 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.

      


      (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 Group 1 Swap Counterparty, the Balance Guaranteed Cap Counterparty, any
        NIMS
        Insurer, the Certificate Insurer and to the Rating Agencies.

      


      (e)
         It
        shall
        not be necessary for the consent of Holders under this Section 11.03 to approve
        the particular form of any proposed amendment, but it shall be sufficient
        if
        such consent shall approve the substance thereof. The manner of obtaining
        such
        consents and of evidencing the authorization of the execution thereof by
        Holders
        shall be subject to such reasonable regulations as the Trustee may
        prescribe.

      


      (f)
         Notwithstanding
        anything to the contrary in any Servicing Agreement, the Trustee shall not
        consent to any amendment of any Servicing Agreement unless (i) such amendment
        is
        effected pursuant to the standards provided in this Section with respect
        to
        amendment of this Agreement and (ii) except for a Permitted Servicing Amendment,
        any such amendment pursuant to Section 11.03(a)(iii) shall not be materially
        inconsistent with the provisions of such Servicing Agreement.

      


      (g)
         Notwithstanding
        anything to the contrary in this Section 11.03, this Agreement may be amended
        from time to time by the Depositor, the Master Servicer and the Trustee to
        the
        extent necessary, in the judgment of the Depositor and its counsel, to comply
        with the Rules.

      



      
        
          
          

        

        
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      (h)
         Notwithstanding
        the foregoing, the Certificate Insurer shall be required to consent to any
        amendment that does not have a material adverse effect in any respect on
        the
        rights and interests of the Certificate Insurer hereunder.

      


      Section
        11.04. Voting
        Rights.  

      


      Except
        to
        the extent that the consent of all affected Certificateholders is required
        pursuant to this Agreement, with respect to any provision of this Agreement
        requiring the consent of Certificateholders representing specified percentages
        of aggregate outstanding Certificate Principal Amount or Class Notional Amount,
        as applicable (or Percentage Interest), Certificates owned by the Depositor,
        the
        Master Servicer, the Trustee, any Servicer or Affiliates thereof are not
        to be
        counted so long as such Certificates are owned by the Depositor, the Master
        Servicer, the Trustee, any Servicer or any Affiliate thereof.

      


      Section
        11.05. Provision
        of Information.  

      


      (a)
         For
        so
        long as any of the Certificates of any Series or Class are “restricted
        securities” within the meaning of Rule 144(a)(3) under the Act, each of the
        Depositor, the Master Servicer and the Trustee agree to cooperate with each
        other to provide to any Certificateholders, and to any prospective purchaser
        of
        Certificates designated by such holder, upon the request of such holder or
        prospective purchaser, any information required to be provided to such holder
        or
        prospective purchaser to satisfy the condition set forth in Rule 144A(d)(4)
        under the Act. Any reasonable, out-of-pocket expenses incurred by the Trustee
        in
        providing such information shall be reimbursed by the Depositor.

      


      (b)
         The
        Trustee shall make available to any person to whom a Prospectus was delivered,
        upon the request of such person specifying the document or documents requested,
        (i) a copy (excluding exhibits) of any report on Form 8-K, Form 10-D or Form
        10-K filed with the Commission pursuant to Section 6.20(c) and (ii) a copy
        of
        any other document incorporated by reference in the Prospectus (to the extent
        that the Trustee has such documents in its possession or such documents are
        reasonably obtainable by the Trustee). Any reasonable out-of-pocket expenses
        incurred by the Trustee in providing copies of such documents shall be
        reimbursed by the Depositor.

      


      (c)
         On
        each
        Distribution Date, the Trustee shall make available on its website or otherwise
        deliver to the Depositor a copy of the report delivered to Certificateholders
        pursuant to Section 4.03.

      


      Section
        11.06. Governing
        Law.  

      


      THIS
        AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
        OF THE
        STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER
        THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW) AND THE OBLIGATIONS,
        RIGHTS
        AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH
        SUCH LAWS.

      



      
        
          
          

        

        
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      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, New York 10019, Attention: Mortgage Finance, LXS 2007-10H, (b) in
        the case of the Seller, Lehman Brothers Holdings Inc., 745 Seventh Avenue,
        13th
        Floor,
        New York, New York 10019, Attention: Mortgage Finance, LXS 2007-10H, (c) in
        the case of the Trustee, the applicable Corporate Trust Office, (d) in the
        case of the Master Servicer, Aurora Loan Services LLC, 10350 Park Meadows
        Drive,
        Littleton, Colorado  80124; Attention: Master Servicing, LXS 2007-10H,
        (e) in the case of the Group 1 Swap Counterparty, at the address therefor
        set forth in the Group 1 Swap Agreement, (f) in the case of the Group 1 Cap
        Counterparty, at the address therefor set forth in the Group 1 Cap Agreement,
        (g) in the case of the Balance Guaranteed Cap Counterparty, at the address
        therefor set forth in the Balance Guaranteed Cap Agreement, (h) in the case
        of
        the Group 2 Cap Counterparty, at the address therefor set forth in the Group
        2
        Cap Agreement and (i) in the case of the Certificate Insurer, Ambac
        Assurance Corporation, One State Street Plaza, 19th Floor, New York, New
        York,
        Attention: Consumer Asset-Backed Securities Group, Lehman XS Trust Mortgage
        Pass-Through Certificates, Series 2007-10H, Class I-A1-2 and Class I-A4-1
        Certificates, 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.

      


      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.

      



      
        
          
          

        

        
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      Section
        11.11. Benefits
        of Agreement.

      


      The
        Depositor shall promptly notify the Custodians, the Master Servicer, the
        Certificate Insurer and the Trustee in writing of the issuance of any Class
        of
        NIM Securities issued by a NIMS Insurer and the identity of such NIMS Insurer.
        Thereafter, the NIMS Insurer shall be deemed a third-party beneficiary of
        this
        Agreement to the same extent as if it were a party hereto, and shall be subject
        to and have the right to enforce the provisions of this Agreement so long
        as the
        NIM Securities remaining outstanding or the NIMS Insurer is owed amounts
        in
        respect of its guarantee of payment of such NIM Securities. Nothing in this
        Agreement or in the Certificates, express or implied, shall give to any Person,
        other than the parties to this Agreement and their successors hereunder,
        the
        Group 1 Swap Counterparty and its successors and assignees under the Group
        1
        Swap Agreement, the NIMS Insurer and the Certificateholders, any benefit
        or any
        legal or equitable right, power, remedy or claim under this Agreement, except
        to
        the extent specified in Section 11.15.

      


      Section
        11.12. Special
        Notices to the Rating Agencies, the Certificate Insurer, the Group 1 Swap
        Counterparty and any NIMS Insurer.  

      


      (a)
         The
        Depositor shall give prompt notice to the Rating Agencies, the Certificate
        Insurer, the Group 1 Swap Counterparty 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;

      


      (vi)
         the
        making of a final payment pursuant to Section 7.02; and

      


      (vii)
         any
        termination of the rights and obligations of any Servicer under the applicable
        Servicing Agreement.

      


      (b)
         All
        notices to the Rating Agencies provided for this Section shall be in writing
        and
        sent by first class mail, telecopy or overnight courier, as
        follows:

      


      If
        to
        Moody’s, to:

      


      Moody’s
        Investors Service, Inc.

      99
        Church
        Street 

      New
        York,
        New York 10007

      Attention:
        Residential Mortgages

      



      
        
          
          

        

        
          220

          
            

          

        

        
          
          

        

      


      If
        to
        S&P, to:

      


      Standard
        & Poor’s Ratings Services, a division of The McGraw-Hill Companies,
        Inc.

      55
        Water
        Street

      New
        York,
        New York 10014

      Attention:
        Residential Mortgages

      


      (c)
         The
        Trustee shall provide or make available to the Rating Agencies reports prepared
        pursuant to Section 4.03. In addition, the Trustee shall, at the expense
        of the
        Trust Fund, make available to each Rating Agency such information as such
        Rating
        Agency may reasonably request regarding the Certificates or the Trust Fund,
        to
        the extent that such information is reasonably available to the
        Trustee.

      


      Section
        11.13. Conflicts.  

      


      To
        the
        extent that the terms of this Agreement conflict with the terms of any Servicing
        Agreement, the related Servicing Agreement shall govern unless such provisions
        shall adversely affect the Trustee, the Certificate Insurer 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
        Group 1 Swap Counterparty, any NIMS Insurer, the Certificate Insurer and
        the
        Trustee thirty days prior to any proposed transfer or assignment by the Seller
        of its rights under any Servicing Agreement or of the servicing thereunder
        from
        time to time with respect to any Mortgage Loan or group of Mortgage Loans,
        or
        delegation of its rights or duties thereunder or any portion thereof to any
        other Person other than the initial Servicer under such Servicing Agreement;
        provided,
        however,
        that the
        Seller shall not be required to provide prior notice of (i) any transfer of
        servicing that occurs within three months following the Closing Date to an
        entity that is a Servicer on the Closing Date or (ii) any assignment of any
        servicing rights from the Seller to an Affiliate of the Seller. In addition,
        the
        ability of the Seller to transfer or assign its rights and delegate its duties
        under the Servicing Agreement or to transfer the servicing thereunder, from
        time
        to time with respect to any Mortgage Loan or group of Mortgage Loans, to
        a
        successor servicer shall be subject to the following conditions:

      


      (i)
         satisfaction
        of the conditions to such transfer as set forth in the applicable Servicing
        Agreement including, without limitation, receipt of written consent of any
        NIMS
        Insurer and the Master Servicer (such consent not to be unreasonably withheld)
        to such transfer;

      



      
        
          
          

        

        
          221

          
            

          

        

        
          
          

        

      


      (ii)
         Such
        successor servicer must be qualified to service loans for Fannie Mae or Freddie
        Mac, and must be a member in good standing of MERS;

      


      (iii)
         Such
        successor servicer must satisfy the seller/servicer eligibility standards
        in the
        Servicing Agreement, exclusive of any experience in mortgage loan origination
        and must be reasonably acceptable to the Master Servicer, whose approval
        shall
        not be unreasonably withheld;

      


      (iv)
         Such
        successor servicer must execute and deliver to the Trustee and the Master
        Servicer an agreement, in form and substance reasonably satisfactory to the
        Trustee and the Master Servicer, that contains an assumption by such successor
        servicer of the due and punctual performance and observance of each covenant
        and
        condition to be performed and observed by the applicable Servicer under the
        applicable Servicing Agreement or, in the case of a transfer of servicing
        to a
        party that is already a Servicer pursuant to this Agreement, an agreement
        to add
        the related Mortgage Loans to the Servicing Agreement already in effect with
        such Servicer;

      


      (v)
         If
        the
        successor servicer is not a Servicer of Mortgage Loans at the time of the
        transfer, there must be delivered to the Trustee, the Certificate Insurer
        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 (without
        regard
        to the Certificate Insurance Policy with respect to the Insured Certificates);
        and

      


      (vi)
         The
        Seller shall, at its cost and expense, take such steps, or cause the
        transferring Servicer to take such steps, as may be necessary or appropriate
        to
        effectuate and evidence the transfer of the servicing of the specified Mortgage
        Loans to such successor or replacement servicer, including, but not limited
        to,
        the following: (A) to the extent required by the terms of the Mortgage Loans
        and
        by applicable federal and state laws and regulations, the Seller shall cause
        the
        prior Servicer to timely mail to each obligor under a Mortgage Loan any required
        notices or disclosures describing the transfer of servicing of the Mortgage
        Loans to the successor or replacement servicer; (B) prior to the effective
        date
        of such transfer of servicing, the Seller shall cause the prior Servicer
        to
        transmit to any related insurer notification of such transfer of servicing;
        (C)
        on or prior to the effective date of such transfer of servicing, the Seller
        shall cause the prior Servicer to deliver to the successor or replacement
        servicer all Mortgage Loan Documents and any related records or materials;
        (D)
        on or prior to the effective date of such transfer of servicing, the Seller
        shall cause the prior Servicer to transfer to the successor or replacement
        servicer, or, if such transfer occurs after a Servicer Remittance Date but
        before the next succeeding Master Servicer Remittance Date, to the Trustee,
        all
        funds held by the prior Servicer in respect of the Mortgage Loans; (E) on
        or
        prior to the effective date of such transfer of servicing, the Seller shall
        cause the prior Servicer to, after the effective date of the transfer of
        servicing to the successor or replacement servicer, continue to forward to
        such
        successor or replacement servicer, within one Business Day of receipt, the
        amount of any payments or other recoveries received by the prior Servicer,
        and
        to notify the successor or replacement servicer of the source and proper
        application of each such payment or recovery; and (F) the Seller shall cause
        the
        prior Servicer to, after the effective date of transfer of servicing to the
        successor or replacement servicer, continue to cooperate with the successor
        or
        replacement servicer to facilitate such transfer in such manner and to such
        extent as the successor or replacement servicer may reasonably request.
        Notwithstanding the foregoing, the prior Servicer shall be obligated to perform
        the items listed above to the extent provided in the applicable Servicing
        Agreement.

      



      
        
          
          

        

        
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      Section
        11.16. Matters
        Relating to the Certificate Insurance Policy. 

      


      (a)
         All
        notices, statements, reports, certificates or opinions required by this
        Agreement to be sent by any other party hereto to the Class I-A1-2 and Class
        I-A4-1 Certificateholders shall also be sent by the Trustee to the Certificate
        Insurer at the following address:

      


      Ambac
        Assurance Corporation

      One
        State
        Street Plaza, 19th Floor

      New
        York,
        New York 10004

      Attention:
        Consumer Asset-Backed Securities Group

      Re: Lehman
        XS
        Trust Mortgage Pass-Through Certificates, Series 2007-10H, Class I-A1-2 and
        Class I-A4-1 Certificates

      


      or
        such
        other address as the Certificate Insurer may hereafter furnish to the Depositor
        and the Trustee.

      


      (b)
         Notwithstanding
        any provision to the contrary, the parties to this Agreement agree that it
        is
        appropriate, in furtherance of the interest of such parties as set forth
        herein,
        that the Certificate Insurer receive the benefit of this Agreement, solely
        with
        respect to the Group 1 Certificates and the Pool 1 Mortgage Loans, as an
        intended third party beneficiary of this Agreement to the extent of such
        provisions.

      


      (c)
         No
        purchase of the property of the Trust Fund pursuant to Section 7.01(b) shall
        occur if such purchase would result in a draw on the Certificate Insurance
        Policy, unless the Certificate Insurer has consented to such
        purchase.

      


      (d)
         All
        references herein to the rating of the Certificates shall be without regard
        to
        the Certificate Insurance Policy.

      


      [SIGNATURES
        TO FOLLOW]

      



      
        
          
          

        

        
          223

          
            

          

        

        
          
          

        

      


      


      IN
        WITNESS WHEREOF, the parties hereto have caused their names to be signed
        hereto
        by their respective officers hereunto duly authorized as of the day and year
        first above written.

      


      STRUCTURED
        ASSET SECURITIES

      CORPORATION,
        as Depositor

      


      By: 
        /s/
        Ellen V. Kiernan            
Name:
        Ellen V. Kiernan
Title:
        Senior Vice President

      


      AURORA
        LOAN SERVICES LLC, as Master Servicer

      


      


      By: 
        /s/
        Linda
        A. Sherman            
Name:
        Linda A. Sherman
Title:
        Senior Vice President

      


      LASALLE
        BANK NATIONAL ASSOCIATION,

      as
        Trustee

      


      


      By: 
        /s/
        Susan L. Feld              
Name:
        Susan
        L.
        Feld
Title:
        Vice President

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Solely
        for purposes of Sections 6.11 and 11.15,

      accepted
        and agreed to by:

      


      LEHMAN
        BROTHERS HOLDINGS INC.

      


      By:
         /s/
        Michael Hitzmann            

      Name:
        Michael Hitzmann

      Title:
        Authorized Signatory

      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        A

      


      FORMS
        OF CERTIFICATES

      


      


      


      


      



      
        
          
          

        

        
          A-1

          
            

          

        

        
          
          

        

      


      EXHIBIT
        B-1

      


      FORM
        OF
        INITIAL CERTIFICATION

      


                                      

      Date

      


      LaSalle
        Bank National Association

      135
        S.
        LaSalle Street, Suite 1511

      Chicago,
        Illinois 60603

      Attention:
        Global Securities and Trust Services - Lehman XS Trust 2007-10H

      


      Aurora
        Loan Services LLC, as Master Servicer

      10350
        Park Meadows Drive

      Littleton,
        Colorado 80124

      


      Structured
        Asset Securities Corporation,

      as
        Depositor

      745
        Seventh Avenue, 13th
        Floor

      New
        York,
        New York 10019

      Attention:
        Mortgage Finance, LXS 2007-10H

      


      [With
        respect to the Pool 1 Mortgage Loans:

      Ambac
        Assurance Corporation

      One
        State
        Street Plaza

      New
        York,
        New York 10004]

      


      
        	 	
                Re:

              	
                Trust
                  Agreement dated as of June 1, 2007 (the “Trust
                  Agreement”),

              


      

      by
        and
        among Structured Asset Securities Corporation, as Depositor,

      Aurora
        Loan Services LLC, as Master Servicer and LaSalle Bank National

      Association,
        as Trustee with respect to Lehman XS Trust Mortgage Pass-Through

      Certificates,
        Series 2007-10H                                 

      


      Ladies
        and Gentlemen:

      


      In
        accordance with Section 2.02(a) of the Trust Agreement, subject to review
        of the
        contents thereof, the undersigned, as Custodian, hereby certifies that it
        has
        received the documents listed in Section 2.01(b) of the Trust Agreement for
        each
        Mortgage File pertaining to each Mortgage Loan listed on Schedule A, to the
        Trust Agreement, subject to any exceptions noted on Schedule I
        hereto.

      


      Capitalized
        words and phrases used herein and not otherwise defined herein shall have
        the
        respective meanings assigned to them in the Trust Agreement. This Certificate
        is
        subject in all respects to the terms of Section 2.02 of the Trust Agreement
        and
        the Trust Agreement sections cross-referenced therein.


      
        
          
          

        

        
          B-1-1

          
            

          

        

        
          
          

        

      


      [Custodian]

      


      By:_____________________________________

      Name:
        

      Title:


      
        
          
          

        

        
          B-1-2

          
            

          

        

        
          
          

        

      


      EXHIBIT
        B-2

      


      FORM
        OF
        INTERIM CERTIFICATION

                                      

      Date

      LaSalle
        Bank National Association

      135
        S.
        LaSalle Street, Suite 1511

      Chicago,
        Illinois 60603

      Attention:
        Global Securities and Trust Services - Lehman XS Trust 2007-10H

      


      Aurora
        Loan Services LLC, as Master Servicer

      10350
        Park Meadows Drive

      Littleton,
        Colorado 80124

      


      Structured
        Asset Securities Corporation,

      as
        Depositor

      745
        Seventh Avenue, 13th
        Floor

      New
        York,
        New York 10019

      Attention:
        Mortgage Finance, LXS 2007-10H

      


      [With
        respect to the Pool 1 Mortgage Loans:

      Ambac
        Assurance Corporation

      One
        State
        Street Plaza

      New
        York,
        New York 10004]

      


      
        	 	
                Re:

              	
                Trust
                  Agreement dated as of June 1, 2007 (the “Trust
                  Agreement”),

              


      

      by
        and
        among Structured Asset Securities Corporation, as Depositor,

      Aurora
        Loan Services LLC, as Master Servicer and LaSalle Bank National

      Association,
        as Trustee with respect to Lehman XS Trust Mortgage Pass-Through

      Certificates,
        Series 2007-10H                                 

      


      Ladies
        and Gentlemen:

      


      In
        accordance with Section 2.02(b) of the Trust Agreement, the undersigned,
        as
        Custodian, hereby certifies that as to each Mortgage Loan listed in the Mortgage
        Loan Schedule (other than any Mortgage Loan paid in full or listed on Schedule
        I
        hereto) it (or its custodian) has received the applicable documents listed
        in
        Section 2.01(b) of the Trust Agreement.

      


      The
        undersigned hereby certifies that as to each Mortgage Loan identified on
        the
        Mortgage Loan Schedule, other than any Mortgage Loan listed on Schedule I
        hereto, it has reviewed the documents listed in Section 2.01(b) of the Trust
        Agreement and has determined that each such document appears regular on its
        face
        and appears to relate to the Mortgage Loan identified in such
        document.


      
        
          
          

        

        
          B-2-1

          
            

          

        

        
          
          

        

      


      Capitalized
        words and phrases used herein shall have the respective meanings assigned
        to
        them in the Trust Agreement. This Certificate is qualified in all respects
        by
        the terms of said Trust Agreement including, but not limited to, Section
        2.02(b).

      


      [Custodian]

      


      By:______________________________

      Name:
        

      Title:


      
        
          
          

        

        
          B-2-2

          
            

          

        

        
          
          

        

      


      


      EXHIBIT
        B-3

      


      FORM
        OF
        FINAL CERTIFICATION

      


                                      

      Date

      LaSalle
        Bank National Association

      135
        S.
        LaSalle Street, Suite 1511

      Chicago,
        Illinois 60603

      Attention:
        Global Securities and Trust Services - Lehman XS Trust 2007-10H

      


      Aurora
        Loan Services LLC, as Master Servicer

      10350
        Park Meadows Drive

      Littleton,
        Colorado 80124

      


      Structured
        Asset Securities Corporation,

      as
        Depositor

      745
        Seventh Avenue, 13th
        Floor

      New
        York,
        New York 10019

      Attention:
        Mortgage Finance, LXS 2007-10H

      


      [With
        respect to the Pool 1 Mortgage Loans:

      Ambac
        Assurance Corporation

      One
        State
        Street Plaza

      New
        York,
        New York 10004]

      


      
        	 	
                Re:

              	
                Trust
                  Agreement dated as of June 1, 2007 (the “Trust
                  Agreement”),

              


      

      by
        and
        among Structured Asset Securities Corporation, as Depositor,

      Aurora
        Loan Services LLC, as Master Servicer and LaSalle Bank National

      Association,
        as Trustee with respect to Lehman XS Trust Mortgage Pass-Through

      Certificates,
        Series 2007-10H                                 

      


      Ladies
        and Gentlemen:

      


      In
        accordance with Section 2.02(d) of the Trust Agreement, the undersigned,
        as
        Custodian on behalf of the Trustee, hereby certifies that as to each Mortgage
        Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid
        in
        full or listed on Schedule I hereto) it (or its custodian) has received the
        applicable documents listed in Section 2.01(b) of the Trust
        Agreement.

      


      The
        undersigned hereby certifies that as to each Mortgage Loan identified in
        the
        Mortgage Loan Schedule, other than any Mortgage Loan listed on Schedule I
        hereto, it has reviewed the documents listed in Section 2.01(b) of the Trust
        Agreement and has determined that each such document appears to be complete
        and,
        based on an examination of such documents, the information set forth in items
        (i) through (vi) of the Mortgage Loan Schedule is correct.


      
        
          
          

        

        
          B-3-1

          
            

          

        

        
          
          

        

      


      Capitalized
        words and phrases used herein shall have the respective meanings assigned
        to
        them in the Trust Agreement. This Certificate is qualified in all respects
        by
        the terms of said Trust Agreement.

      [Custodian]

      


      By:_____________________________________

      Name:

      Title:
        


      
        
          
          

        

        
          B-3-2

          
            

          

        

        
          
          

        

      


      


      EXHIBIT
        B-4

      


      FORM
        OF ENDORSEMENT

      


      Pay
        to the order of
        LaSalle
        Bank National Association, as trustee (the “Trustee”), under the Trust Agreement
        dated as of June 1, 2007, among Structured Asset Securities Corporation,
        as
        depositor, Aurora Loan Services LLC, as master servicer, and the Trustee,
        relating to Lehman XS Trust Mortgage Pass-Through Certificates, Series
        2007-10H,
        without recourse.

      


      


      


      __________________________________

      [current
        signatory on note]

      


      By: 
        _______________________________
Name:
Title:

      


      



      
        
          
          

        

        
          B-4-1

          
            

          

        

        
          
          

        

      


      EXHIBIT
        C

      


      REQUEST
        FOR RELEASE OF DOCUMENTS AND RECEIPT

      


                                      

      Date

      


      [Addressed
        to Trustee

      or,
        if
        applicable, Custodian]

      


      In
        connection with the administration of the mortgages held by you as Trustee
        under
        a certain Trust Agreement dated as of June 1, 2007, by and among Structured
        Asset Securities Corporation, as Depositor, LaSalle Bank National Association,
        as Trustee, and Aurora Loan Services LLC, as Master Servicer (the “Trust
        Agreement”), the undersigned Servicer hereby requests a release of the Mortgage
        File held by you as Trustee with respect to the following described Mortgage
        Loan for the reason indicated below.

      


      Mortgagor’s
        Name:

      


      Address:

      


      Loan
        No.:

      


      Reason
        for requesting file:

      


      1. Mortgage
        Loan paid in full. (The Servicer hereby certifies that all amounts received
        in
        connection with the loan have been or will be credited to the Certificate
        Account pursuant to the Trust Agreement.)

      


      2. The
        Mortgage Loan is being foreclosed.

      


      3. Mortgage
        Loan substituted. (The Servicer hereby certifies that a Qualifying Substitute
        Mortgage Loan has been assigned and delivered to you along with the related
        Mortgage File pursuant to the Trust Agreement.)

      


      4. Mortgage
        Loan repurchased. (The [Servicer] [Master Servicer] hereby certifies that
        the
        Purchase Price (or FPD Purchase Price (in the case of a First Payment Default
        Mortgage Loan)) has been credited to the Certificate Account or Collection
        Account, as applicable, pursuant to the Trust Agreement.)

       

      5. Other.
        (Describe)

      


      The
        undersigned acknowledges that the above Mortgage File will be held by the
        undersigned in accordance with the provisions of the Trust Agreement and
        will be
        returned to you within ten (10) days of our receipt of the Mortgage File,
        except
        if the Mortgage Loan has been paid in full, or repurchased or substituted
        for a
        Qualifying Substitute Mortgage Loan (in which case the Mortgage File will
        be
        retained by us permanently) and except if the Mortgage Loan is being foreclosed
        (in which case the Mortgage File will be returned when no longer required
        by us
        for such purpose).


      
        
          
          

        

        
          C-1

          
            

          

        

        
          
          

        

      


      Capitalized
        terms used herein shall have the meanings ascribed to them in the Trust
        Agreement.

      


      ____________________________________
[Name
        of
        Servicer]

      


      By:__________________________________

      Name:

      Title:
        Servicing Officer

      



      
        
          
          

        

        
          C-2

          
            

          

        

        
          
          

        

      


      EXHIBIT
        D-1

      


      FORM
        OF RESIDUAL CERTIFICATE TRANSFER AFFIDAVIT (TRANSFEREE)

      


      
        	
                STATE
                  OF

              	
                )

              
	 	
                )
                  ss.:

              
	
                COUNTY
                  OF

              	
                )

              


      

      


      [NAME
        OF
        OFFICER], _________________ being first duly sworn, deposes and
        says:

      


      
        	 	
                1.

              	
                That
                  he [she] is [title of officer] ________________________ of [name
                  of
                  Purchaser] _________________________________________ (the “Purchaser”), a
                  _______________________ [description of type of entity] duly organized
                  and
                  existing under the laws of the [State of __________] [United States],
                  on
                  behalf of which he [she] makes this
                  affidavit.

              


      

      


      
        	 	
                2.

              	
                That
                  the Purchaser’s Taxpayer Identification Number is
                  [           ].

              


      

      


      
        	 	
                3.

              	
                That
                  the Purchaser is not a “disqualified organization” within the meaning of
                  Section 860E(e)(5) of the Internal Revenue Code of 1986, as amended
                  (the
                  “Code”) and will not be a “disqualified organization” as of [date of
                  transfer], and that the Purchaser is not acquiring a Residual Certificate
                  (as defined in the Agreement) for the account of, or as agent (including
                  a
                  broker, nominee, or other middleman) for, any person or entity
                  from which
                  it has not received an affidavit substantially in the form of this
                  affidavit. For these purposes, a “disqualified organization” means the
                  United States, any state or political subdivision thereof, any
                  foreign
                  government, any international organization, any agency or instrumentality
                  of any of the foregoing (other than an instrumentality if all of
                  its
                  activities are subject to tax and a majority of its board of directors
                  is
                  not selected by such governmental entity), any cooperative organization
                  furnishing electric energy or providing telephone service to persons
                  in
                  rural areas as described in Code Section 1381(a)(2)(C), any “electing
                  large partnership” within the meaning of Section 775 of the Code, or any
                  organization (other than a farmers’ cooperative described in Code Section
                  521) that is exempt from federal income tax unless such organization
                  is
                  subject to the tax on unrelated business income imposed by Code
                  Section
                  511.

              


      

      


      
        	 	
                4.

              	
                That
                  the Purchaser either (x) is not, and on __________________ [date
                  of
                  transfer] will not be, an employee benefit plan or other retirement
                  arrangement subject to Section 406 of the Employee Retirement Income
                  Security Act of 1974, as amended (“ERISA”), or Section 4975 of the Code
                  (collectively, a “Plan”) or a person acting on behalf of any such Plan or
                  investing the assets of any such Plan to acquire a Residual Certificate;
                  (y) if the Residual Certificate has been the subject of an
                  ERISA-Qualifying Underwriting, is an insurance company that is
                  purchasing
                  the Residual Certificate with funds contained in an “insurance company
                  general account” as defined in Section V(e) of Prohibited Transaction
                  Class Exemption (“PTCE”) 95-60 and the purchase and holding of the
                  Certificate are covered under Sections I and III of PTCE 95-60;
                  or (z)
                  herewith delivers to the Trustee an opinion of counsel (a “Benefit Plan
                  Opinion”) satisfactory to the Trustee, and upon which the Trustee, the
                  Master Servicer, any NIMS Insurer and the Depositor shall be entitled
                  to
                  rely, to the effect that the purchase or holding of such Residual
                  Certificate by the Investor will not result in any non-exempt prohibited
                  transactions under Title I of ERISA or Section 4975 of the Code
                  and will
                  not subject the Trustee, the Master Servicer, any NIMS Insurer
                  or the
                  Depositor to any obligation in addition to those undertaken by
                  such
                  entities in the Trust Agreement, which opinion of counsel shall
                  not be an
                  expense of the Trust Fund or any of the above
                  parties.

              


      


      
        
          
          

        

        
          D-1-1

          
            

          

        

        
          
          

        

      


      
        	 	
                5.

              	
                That
                  the Purchaser hereby acknowledges that under the terms of the Trust
                  Agreement (the “Agreement”) by and among Structured Asset Securities
                  Corporation, as Depositor, Aurora Loan Services LLC, as Master
                  Servicer,
                  and LaSalle
                  Bank National Association,
                  as Trustee, dated as of June 1, 2007, relating to Lehman XS Trust
                  Mortgage
                  Pass-Through Certificates, Series 2007-10H, no transfer of the
                  Residual
                  Certificates shall be permitted to be made to any person unless
                  the
                  Depositor and Trustee have received a certificate from such transferee
                  containing the representations in paragraphs 3 and 4
                  hereof.

              


      

      


      
        	 	
                6.

              	
                That
                  the Purchaser does not hold REMIC residual securities as nominee
                  to
                  facilitate the clearance and settlement of such securities through
                  electronic book-entry changes in accounts of participating organizations
                  (such entity, a “Book-Entry
                  Nominee”).

              


      

      


      
        	 	
                7.

              	
                That
                  the Purchaser does not have the intention to impede the assessment
                  or
                  collection of any federal, state or local taxes legally required
                  to be
                  paid with respect to such Residual
                  Certificate.

              


      

      


      
        	 	
                8.

              	
                That
                  the Purchaser will not transfer a Residual Certificate to any person
                  or
                  entity (i) as to which the Purchaser has actual knowledge that
                  the
                  requirements set forth in paragraph 3, paragraph 6 or paragraph
                  10 hereof
                  are not satisfied or that the Purchaser has reason to believe does
                  not
                  satisfy the requirements set forth in paragraph 7 hereof, and (ii)
                  without
                  obtaining from the prospective Purchaser an affidavit substantially
                  in
                  this form and providing to the Trustee a written statement substantially
                  in the form of Exhibit D-2 to the
                  Agreement.

              


      

      


      
        	 	
                9.

              	
                That
                  the Purchaser understands that, as the holder of a Residual Certificate,
                  the Purchaser may incur tax liabilities in excess of any cash flows
                  generated by the interest and that it intends to pay taxes associated
                  with
                  holding such Residual Certificate as they become
                  due.

              


      

      


      
        	 	
                10.

              	
                That
                  the Purchaser (i) is not a Non-U.S. Person or (ii) is a Non-U.S.
                  Person
                  that holds a Residual Certificate in connection with the conduct
                  of a
                  trade or business within the United States and has furnished the
                  transferor and the Trustee with an effective Internal Revenue Service
                  Form
                  W-8ECI
                  (Certificate of Foreign Person’s Claim for Exemption From Withholding on
                  Income Effectively Connected With the Conduct of a Trade or Business
                  in
                  the United States)
                  or successor form at the time and in the manner required by the
                  Code or
                  (iii) is a Non-U.S. Person that has delivered to both the transferor
                  and
                  the Trustee an opinion of a nationally recognized tax counsel to
                  the
                  effect that the transfer of such Residual Certificate to it is
                  in
                  accordance with the requirements of the Code and the regulations
                  promulgated thereunder and that such transfer of a Residual Certificate
                  will not be disregarded for federal income tax purposes. “Non-U.S. Person”
                  means an individual, corporation, partnership or other person other
                  than
                  (i) a citizen or resident of the United States; (ii) a corporation,
                  partnership or other entity created or organized in or under the
                  laws of
                  the United States or any state thereof, including for this purpose,
                  the
                  District of Columbia; (iii) an estate that is subject to U.S. federal
                  income tax regardless of the source of its income; (iv) a trust
                  if a court
                  within the United States is able to exercise primary supervision
                  over the
                  administration of the trust and one or more United States trustees
                  have
                  authority to control all substantial decisions of the trust; and,
                  (v) to the extent provided in Treasury regulations, certain trusts
                  in
                  existence on August 20, 1996, that are treated as United States
                  persons
                  prior to such date and elect to continue to be treated as United
                  States
                  persons.

              


      


      
        
          
          

        

        
          D-1-2

          
            

          

        

        
          
          

        

      


      
        	 	
                11.

              	
                That
                  the Purchaser agrees to such amendments of the Trust Agreement
                  as may be
                  required to further effectuate the restrictions on transfer of
                  any
                  Residual Certificate to such a “disqualified organization,” an agent
                  thereof, a Book-Entry Nominee, or a person that does not satisfy
                  the
                  requirements of paragraph 7 and paragraph 10
                  hereof.

              


      

      


      
        	 	
                12.

              	
                That
                  the Purchaser consents to the designation of the Trustee as its
                  agent to
                  act as “tax matters person” of the Trust Fund pursuant to the Trust
                  Agreement.

              


      

      


      IN
        WITNESS WHEREOF, the Purchaser has caused this instrument to be executed
        on its
        behalf, pursuant to authority of its Board of Directors, by its [title of
        officer] this _____ day of __________, 20__.

      


      _________________________________

      [name
        of Purchaser]

      


      By: 
        ______________________________
Name:
Title:

      


       


      
        
          
          

        

        
          D-1-3

          
            

          

        

        
          
          

        

      


      Personally
        appeared before me the above-named [name of officer] ________________, known
        or
        proved to me to be the same person who executed the foregoing instrument
        and to
        be the [title of officer] _________________ of the Purchaser, and acknowledged
        to me that he [she] executed the same as his [her] free act and deed and
        the
        free act and deed of the Purchaser.

      


      Subscribed
        and sworn before me this _____ day of __________, 20__.

      


      NOTARY
        PUBLIC

       

      ___________________________________


      


      COUNTY
        OF_____________________

      


      STATE
        OF______________________

      


      My
        commission expires the _____ day of __________, 20__.

      


      



      
        
          
          

        

        
          D-1-4

          
            

          

        

        
          
          

        

      


      EXHIBIT
        D-2

      


      RESIDUAL
        CERTIFICATE TRANSFER AFFIDAVIT (TRANSFEROR)

      


                                                
        

      Date

      


      
        	 	
                Re:

              	
                Lehman
                  XS Trust

              


      

      Mortgage
        Pass-Through Certificates, Series 2007-10H

      


      _______________________
        (the “Transferor”) has reviewed the attached affidavit of
        _____________________________ (the “Transferee”), and has no actual knowledge
        that such affidavit is not true and has no reason to believe that the
        information contained in paragraph 7 thereof is not true, and has no reason
        to
        believe that the Transferee has the intention to impede the assessment or
        collection of any federal, state or local taxes legally required to be paid
        with
        respect to a Residual Certificate. In addition, the Transferor has conducted a
        reasonable investigation at the time of the transfer and found that the
        Transferee had historically paid its debts as they came due and found no
        significant evidence to indicate that the Transferee will not continue to
        pay
        its debts as they become due.

      


      Very
        truly yours,

      


      _______________________________

      Name:

      Title:

      


      



      
        
          
          

        

        
          D-2-1

          
            

          

        

        
          
          

        

      


      EXHIBIT
        E

      


      LIST
        OF SERVICING AGREEMENTS

      


      
        	 	
                1.

              	
                Servicing
                  Agreement dated as of June 1, 2007, between Lehman Brothers Holdings
                  Inc.,
                  as seller (the “Seller”), and Aurora Loan Services LLC, in the dual
                  capacities of servicer and master servicer (in such capacity, the
“Master
                  Servicer”), and acknowledged by LaSalle Bank National Association (the
                  “Trustee”).

              


      

       

      
        	 	
                2.

              	
                Reconstituted
                  Servicing Agreement dated as of June 1, 2007, by and between the
                  Seller
                  and Bank of America, National Association, as servicer, and acknowledged
                  by the Master Servicer and the
                  Trustee.

              


      

       

      
        	 	
                3.

              	
                Reconstituted
                  Servicing Agreement dated as of June 1, 2007, by and between the
                  Seller
                  and Countrywide Home Loans Servicing LP, as servicer, and acknowledged
                  by
                  the Master Servicer and the
                  Trustee.

              


      

       

      
        	 	
                4.

              	
                Reconstituted
                  Servicing Agreement dated as of June 1, 2007, by and between the
                  Seller
                  and Fifth Third Mortgage Company, as servicer, and acknowledged
                  by the
                  Master Servicer and the Trustee.

              


      

       

      
        	 	
                5.

              	
                Securitization
                  Servicing Agreement dated as of June 1, 2007, by and among the
                  Seller,
                  Midwest Loan Services, Inc., as servicer, and the Master Servicer,
                  and
                  acknowledged by the Trustee.

              


      

       

      


      


      



      
        
          
          

        

        
          E-1

          
            

          

        

        
          
          

        

      


      


      EXHIBIT
        F

      


      FORM
        OF RULE 144A TRANSFER CERTIFICATE

      


      
        	 	
                Re:

              	
                Lehman
                  XS Trust

              


      

      Mortgage
        Pass-Through Certificates; Series 2007-10H

      


      Reference
        is hereby made to the Trust Agreement dated as of June 1, 2007 (the “Trust
        Agreement”) by and among Structured Asset Securities Corporation, as Depositor,
        Aurora Loan Services LLC, as Master Servicer, and LaSalle Bank National
        Association, as Trustee. Capitalized terms used but not defined herein shall
        have the meanings given to them in the Trust Agreement.

      


      This
        letter relates to $__________ initial Certificate Balance of Class     
        Certificates
        which are held in the form of Definitive Certificates registered in the name
        of
                                
        (the
“Transferor”). The Transferor has requested a transfer of such Definitive
        Certificates for Definitive Certificates of such Class registered in the
        name of
        [insert name of transferee].

      


      In
        connection with such request, and in respect of such Certificates, the
        Transferor hereby certifies that such Certificates are being transferred
        in
        accordance with (i) the transfer restrictions set forth in the Trust Agreement
        and the Certificates and (ii) Rule 144A under the Securities Act to a purchaser
        that the Transferor reasonably believes is a “qualified institutional buyer”
within the meaning of Rule 144A purchasing for its own account or for the
        account of a “qualified institutional buyer,” which purchaser is aware that the
        sale to it is being made in reliance upon Rule 144A, in a transaction meeting
        the requirements of Rule 144A and in accordance with any applicable securities
        laws of any state of the United States or any other applicable
        jurisdiction.

      


      This
        certificate and the statements contained herein are made for your benefit
        and
        the benefit of the Depositor.

      


      _____________________________________

      [Name
        of Transferor]

      


      By: 
        __________________________________
Name:
Title:

      


      Dated:
        ___________, ____


      
        
          
          

        

        
          F-1

          
            

          

        

        
          
          

        

      


      EXHIBIT
        G

      


      FORM
        OF PURCHASER’S LETTER FOR

      INSTITUTIONAL
        ACCREDITED INVESTOR

      


                                            
        

      Date

      


      Dear
        Sirs:

      


      In
        connection with our proposed purchase of $______________ principal amount
        of
        Lehman XS Trust Mortgage Pass-Through Certificates, Series 2007-10H (the
        “Privately Offered Certificates”) of the Structured Asset Securities Corporation
        (the “Depositor”), we confirm that:

      


      
        	
                (1)

              	
                We
                  understand that the Privately Offered Certificates have not been,
                  and will
                  not be, registered under the Securities Act of 1933, as amended
                  (the
                  “Securities Act”), and may not be sold except as permitted in the
                  following sentence. We agree, on our own behalf and on behalf of
                  any
                  accounts for which we are acting as hereinafter stated, that if
                  we should
                  sell any Privately Offered Certificates within two years of the
                  later of
                  the date of original issuance of the Privately Offered Certificates
                  or the
                  last day on which such Privately Offered Certificates are owned
                  by the
                  Depositor or any affiliate of the Depositor we will do so only
                  (A) to the
                  Depositor, (B) to “qualified institutional buyers” (within the meaning of
                  Rule 144A under the Securities Act) in accordance with Rule 144A
                  under the
                  Securities Act (“QIBs”), (C) pursuant to the exemption from registration
                  provided by Rule 144 under the Securities Act, or (D) to an institutional
                  “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or
                  (7) of Regulation D under the Securities Act that is not a QIB
                  (an
                  “Institutional Accredited Investor”) which, prior to such transfer,
                  delivers to the Trustee under the Trust Agreement dated as of June
                  1, 2007
                  (the “Trust Agreement”) by and among the Depositor, Aurora Loan Services
                  LLC, as Master Servicer, and LaSalle Bank National Association,
                  as Trustee
                  (the “Trustee”), a signed letter in the form of this letter; and we
                  further agree, in the capacities stated above, to provide to any
                  person
                  purchasing any of the Privately Offered Certificates from us a
                  notice
                  advising such purchaser that resales of the Privately Offered Certificates
                  are restricted as stated herein.

              


      

      


      
        	
                (2)

              	
                We
                  understand that, in connection with any proposed resale of any
                  Privately
                  Offered Certificates to an Institutional Accredited Investor, we
                  will be
                  required to furnish to the Trustee and the Depositor a certification
                  from
                  such transferee in the form hereof to confirm that the proposed
                  sale is
                  being made pursuant to an exemption from, or in a transaction not
                  subject
                  to, the registration requirements of the Securities Act. We further
                  understand that the Privately Offered Certificates purchased by
                  us will
                  bear a legend to the foregoing
                  effect.

              


      

      


      
        	
                (3)

              	
                We
                  are acquiring the Privately Offered Certificates for investment
                  purposes
                  and not with a view to, or for offer or sale in connection with,
                  any
                  distribution in violation of the Securities Act. We have such knowledge
                  and experience in financial and business matters as to be capable
                  of
                  evaluating the merits and risks of our investment in the Privately
                  Offered
                  Certificates, and we and any account for which we are acting are
                  each able
                  to bear the economic risk of such
                  investment.

              


      


      
        
          
          

        

        
          G-1

          
            

          

        

        
          
          

        

      


      
        	
                (4)

              	
                We
                  are an Institutional Accredited Investor and we are acquiring the
                  Privately Offered Certificates purchased by us for our own account
                  or for
                  one or more accounts (each of which is an Institutional Accredited
                  Investor) as to each of which we exercise sole investment
                  discretion.

              


      

      


      (5) We
        have received such information as we deem necessary in order to make our
        investment decision.

      


      (6) If
        we are
        acquiring ERISA-Restricted Certificates, we understand that in accordance
        with
        ERISA, the Code and the Exemption, no Plan and no person acting on behalf
        of
        such a Plan may acquire such Certificate except in accordance with Section
        3.03(d) of the Trust Agreement.

      


      Terms
        used in this letter which are not otherwise defined herein have the respective
        meanings assigned thereto in the Trust Agreement.

      


      You
        and the Depositor are entitled to rely upon this letter and are irrevocably
        authorized to produce this letter or a copy hereof to any interested party
        in
        any administrative or legal proceeding or official inquiry with respect to
        the
        matters covered hereby.

      


      Very
        truly yours,

       

      ___________________________________

      [Purchaser]

      


      By: 
        ________________________________
Name:
        
Title:

      


      


      



      
        
          
          

        

        
          G-2

          
            

          

        

        
          
          

        

      


      EXHIBIT
        H

      


      FORM
        OF ERISA TRANSFER AFFIDAVIT

      


      
        	
                STATE
                  OF NEW YORK 

              	
                )

              
	 	
                )
                  ss.: 

              
	
                COUNTY
                  OF NEW YORK 

              	
                )

              


      

      


      The
        undersigned, being first duly sworn, deposes and says as follows:

      


      1. The
        undersigned is the ______________________ of (the “Investor”), a [corporation
        duly organized] and existing under the laws of __________, on behalf of which
        he
        makes this affidavit.

      


      2. In
        the case of an ERISA-Restricted Certificate, the
        Investor either (x) is not, and on ___________ [date of transfer] will not
        be,
        an employee benefit plan or other retirement arrangement subject to Section
        406
        of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or
        Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”)
        (collectively, a “Plan”) or a person acting on behalf of any such Plan or
        investing the assets of any such Plan to acquire a Certificate; (y) if the
        Certificate has been the subject of an ERISA-Qualifying Underwriting, is
        an
        insurance company that is purchasing the Certificate with funds contained
        in an
“insurance company general account” as defined in Section V(e) of Prohibited
        Transaction Class Exemption (“PTCE”) 95-60 and the purchase and holding of the
        Certificate are covered under Sections I and III of PTCE 95-60; or (z) herewith
        delivers to the Trustee an opinion of counsel (a “Benefit Plan Opinion”)
        satisfactory to the Trustee, and upon which the Trustee, the Master Servicer,
        any NIMS Insurer and the Depositor shall be entitled to rely, to the effect
        that
        the purchase or holding of such Certificate by the Investor will not result
        in
        any non-exempt prohibited transactions under Title I of ERISA or Section
        4975 of
        the Code and will not subject the Trustee, the Master Servicer, any NIMS
        Insurer
        or the Depositor to any obligation in addition to those undertaken by such
        entities in the Trust Agreement, which opinion of counsel shall not be an
        expense of the Trust Fund or the above parties.

      


      3. In
        the
        case of an ERISA-Restricted Trust Certificate, prior to the termination of
        the
        Group 1 Swap Agreement and the Group 1 Cap Agreement, either (i) the Investor
        is
        neither a Plan nor a person acting on behalf of any such Plan or using the
        assets of any such Plan to effect such transfer or (ii) the acquisition and
        holding of the ERISA-Restricted Trust Certificate are eligible for exemptive
        relief under the statutory exemption for nonfiduciary service providers under
        Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Code, PTCE 84-14,
        PTCE 90-1, PTCE 91-38, PTCE 95-60 or PTCE 96-23 or some other applicable
        exemption.

      


      4. The
        Investor hereby acknowledges that under the terms of the Trust Agreement
        (the
“Agreement”) by and among Structured Asset Securities Corporation, as Depositor,
        Aurora Loan Services LLC, as Master Servicer, and LaSalle Bank National
        Association, as Trustee, dated as of June 1, 2007, regarding Lehman XS Trust
        Mortgage Pass-Through Certificates, Series 2007-10H, no transfer of the
        ERISA-Restricted Certificates or the ERISA-Restricted Trust Certificates
        shall
        be permitted to be made to any person unless the Trustee has received a
        certificate from such transferee in the form hereof.


      
        
          
          

        

        
          H-1

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the Investor has caused this instrument to be executed on
        its
        behalf, pursuant to proper authority, by its duly authorized officer, duly
        attested, this ____ day of _______________, 20___.

      


      _________________________________

      [Investor]

      


      By: 
        ______________________________
Name:
Title:

      


      ATTEST:

      


      ___________________________________

      


      
        	
                STATE
                  OF 

              	
                )

              
	 	
                )
                  ss:

              
	
                COUNTY
                  OF

              	
                )

              


      

      


      


      Subscribed
        and sworn before me this _____ day of _________ 20___.

      


      ______________________________

      NOTARY
        PUBLIC

      


      My
        commission expires the

      _____
        day of __________, 20___.

      


      


      



      
        
          
          

        

        
          H-2

          
            

          

        

        
          
          

        

      


      


      EXHIBIT
        I

      


      [RESERVED]

      


      


      


      


      


      


      



      
        
          
          

        

        
          I-1

          
            

          

        

        
          
          

        

      


      


      EXHIBIT
        J

      


      [RESERVED]

      


      


      


      


      


      


      



      
        
          
          

        

        
          J-1

          
            

          

        

        
          
          

        

      


      


      EXHIBIT
        K

      


      LIST
        OF CUSTODIAL AGREEMENTS

      


      
        	
                1.

              	
                Custodial
                  Agreement dated and effective as of June 1, 2007, by and between
                  Deutsche
                  Bank National Trust Company, as custodian, and LaSalle Bank National
                  Association, as trustee (the
“Trustee”).

              


      

       

      
        	
                2.

              	
                Custodial
                  Agreement dated and effective as of June 1, 2007, by and between
                  LaSalle
                  Bank National Association, as custodian, and the
                  Trustee.

              


      

       

      
        	
                3.

              	
                Custodial
                  Agreement dated and effective as of June 1, 2007, by and between
                  U.S. Bank
                  National Association, as custodian, and the
                  Trustee.

              


      

       

      


      



      
        
          
          

        

        
          K-1

          
            

          

        

        
          
          

        

      


      


      EXHIBIT
        L

      


      FORM
        OF AMBAC CERTIFICATE INSURANCE POLICY

      


      


      



      
        
          
          

        

        
          L-1

          
            

          

        

        
          
          

        

      


      EXHIBIT
        M

      FORM
        OF BACK-UP CERTIFICATION TO BE PROVIDED TO

      THE
        DEPOSITOR AND/OR THE MASTER SERVICER BY THE TRUSTEE

      


      Structured
        Asset Securities Corporation

      745
        Seventh Avenue, 13th
        Floor

      New
        York,
        New York 10019

      Attention:
        Mortgage Finance, LXS 2007-10H

      


      Aurora
        Loan Services LLC, as Master Servicer

      10350
        Park Meadows Drive

      Littleton,
        Colorado 80124

      


      
        	
                Re:

              	
                Lehman
                  XS Trust

              


      

      Mortgage
        Pass-Through Certificates, Series 2007-10H

      


      Reference
        is made to the Trust
        Agreement dated as of June 1, 2007 (the “Trust Agreement”), by and among LaSalle
        Bank National Association, (the “Trustee”), Aurora Loan Services LLC, as master
        servicer (the “Master Servicer”), and Structured Asset Securities Corporation,
        as depositor (the “Depositor”). The Trustee
        hereby certifies to the Depositor and the Master Servicer, and its officers,
        directors and affiliates, and with the knowledge and intent that they will
        rely
        upon this certification, that:

      


      
        	 	
                (i)

              	
                I
                  have reviewed the annual report on Form 10-K for the fiscal year
                  [ ] (the
                  “Annual Report”) and all reports on Form 10-D required to be filed in
                  respect of the period covered by the Annual Report (collectively
                  with the
                  Annual Report, the “Reports”), of the Trust;


              


      

      


      
        	 	
                (ii)

              	
                Based
                  on my knowledge, the Reports, taken as a whole, do not contain
                  any untrue
                  statement of a material fact or omit to state a material fact required
                  to
                  be stated therein or necessary to make the statements made, in
                  light of
                  the circumstances under which such statements were made, not misleading
                  with respect to the period covered by the Annual Report;
                  

              


      

      


      
        	 	
                (iii)

              	
                Based
                  on my knowledge, the distribution information required to be provided
                  by
                  the Trustee under the Trust Agreement for inclusion in the Reports
                  is
                  included in the Reports.

              


      

      


      Date:

      LASALLE
        BANK NATIONAL ASSOCIATION, as Trustee

      


      By: ____________________________

      Name: __________________________

      Title: ___________________________


      
        
          
          

        

        
          M-1

          
            

          

        

        
          
          

        

      


      EXHIBIT
        N-1

      GROUP
        1 SWAP AGREEMENT

       


      
        
          
          

        

        
          N-1-1

          
            

          

        

        
          
          

        

      


      EXHIBIT
        N-2

      GROUP
        1 CAP AGREEMENT

      



      
        
          
          

        

        
          N-2-1

          
            

          

        

        
          
          

        

      


      EXHIBIT
        N-3

      BALANCE
        GUARANTEED CAP AGREEMENT


      
        
          
          

        

        
          N-3-1

          
            

          

        

        
          
          

        

      


      EXHIBIT
        N-4

      GROUP
        2 CAP AGREEMENT

      



      
        
          
          

        

        
          N-4-1

          
            

          

        

        
          
          

        

      


      EXHIBIT
        O

      


      FORM
        OF
        CERTIFICATION REGARDING SERVICING CRITERIA TO BE ADDRESSED IN REPORT ON
        ASSESSMENT OF COMPLIANCE

       

      


      Where
        there are multiple checks for criteria the attesting party will identify
        in
        their management assertion that they are attesting only to the portion of
        the
        distribution chain they are responsible for in the related transaction
        agreements. Capitalized terms used herein but not defined herein shall have
        the
        meanings assigned to them in the Trust Agreement dated as of June 1, 2007
        (the
“Agreement”), by and among LaSalle Bank National Association (the “Trustee”),
        Aurora Loan Services LLC, as master servicer (the “Master Servicer”), and
        Structured Asset Securities Corporation, as depositor (the “Depositor”) with
        respect to Lehman XS Trust Mortgage Pass-Through Certificates, Series 2007-10H.
        

      


      
        	
                Regulation
                  AB 

                Reference

              	
                Servicing
                  Criteria

              	
                Paying
                  

                Agent

                (including
                  

                the
                  Trustee 

                if
                  acting as 

                Paying
                  

                Agent)

              	
                Trustee

              	
                Master
                  

                Servicer

              
	 	
                General Servicing
                   Considerations

              	 	 	 
	
                1122(d)(1)(i)

              	
                Policies
                  and procedures are instituted to monitor any performance or other
                  triggers
                  and events of default in accordance with the transaction
                  agreements.

              	 	 	
                X

              
	
                1122(d)(1)(ii)

              	
                If
                  any material servicing activities are outsourced to third parties,
                  policies and procedures are instituted to monitor the third party’s
                  performance and compliance with such servicing activities.


              	 	 	 
	
                1122(d)(1)(iii)

              	
                Any
                  requirements in the transaction agreements to maintain a back-up
                  servicer
                  for the mortgage loans are maintained. 

              	
                 

              	
                 

              	
                X

              
	
                1122(d)(1)(iv)

              	
                A
                  fidelity bond and errors and omissions policy is in effect on the
                  party
                  participating in the servicing function throughout the reporting
                  period in
                  the amount of coverage required by and otherwise in accordance
                  with the
                  terms of the transaction agreements. 

              	 	 	
                X

              
	 	
                Cash Collection and Administration

              	 	 	 
	
                1122(d)(2)(i)

              	
                Payments
                  on mortgage loans are deposited into the appropriate custodial
                  bank
                  accounts and related bank clearing accounts no more than two business
                  days
                  following receipt, or such other number of days specified in the
                  transaction agreements. 

              	
                X

              	
                X

              	
                X

              
	
                1122(d)(2)(ii)

              	
                Disbursements
                  made via wire transfer on behalf of an obligor or to an investor
                  are made
                  only by authorized personnel. 

              	
                X

              	 	
                X

              


      

      



      
        
          
          

        

        
          O-1

          
            

          

        

        
          
          

        

      


      


      
        	
                Regulation
                  AB 

                Reference

              	
                Servicing
                  Criteria

              	
                Paying
                  

                Agent

                (including
                  

                the
                  Trustee 

                if
                  acting as 

                Paying
                  

                Agent)

              	
                Trustee

              	
                Master
                  

                Servicer

              
	
                1122(d)(2)(iii)

              	
                Advances
                  of funds or guarantees regarding collections, cash flows or distributions,
                  and any interest or other fees charged for such advances, are made,
                  reviewed and approved as specified in the transaction agreements.
                  

              	 	 	
                X

              
	
                1122(d)(2)(iv)

              	
                The
                  related accounts for the transaction, such as cash reserve accounts
                  or
                  accounts established as a form of over collateralization, are separately
                  maintained (e.g., with respect to commingling of cash) as set forth
                  in the
                  transaction agreements. 

              	
                X

              	
                X

              	
                X

              
	
                1122(d)(2)(v)

              	
                Each
                  custodial account is maintained at a federally insured depository
                  institution as set forth in the transaction agreements. For purposes
                  of
                  this criterion, “federally insured depository institution” with respect to
                  a foreign financial institution means a foreign financial institution
                  that
                  meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange
                  Act.
                  

              	 	 	
                X

              
	
                1122(d)(2)(vi)

              	
                Unissued
                  checks are safeguarded so as to prevent unauthorized access.
                  

              	
                X

              	 	
                X

              
	
                1122(d)(2)(vii)
                  

              	
                Reconciliations
                  are prepared on a monthly basis for all asset-backed securities
                  related
                  bank accounts, including custodial accounts and related bank clearing
                  accounts. These reconciliations are (A) mathematically accurate;
                  (B)
                  prepared within 30 calendar days after the bank statement cutoff
                  date, or
                  such other number of days specified in the transaction agreements;
                  (C)
                  reviewed and approved by someone other than the person who prepared
                  the
                  reconciliation; and (D) contain explanations for reconciling items.
                  These
                  reconciling items are resolved within 90 calendar days of their
                  original
                  identification, or such other number of days specified in the transaction
                  agreements. 

              	
                X

              	 	
                X

              
	 	
                Investor
                  Remittances and Reporting

              	 	 	 
	
                1122(d)(3)(i)

              	
                Reports
                  to investors, including those to be filed with the Commission,
                  are
                  maintained in accordance with the transaction agreements and applicable
                  Commission requirements. Specifically, such reports (A) are prepared
                  in
                  accordance with timeframes and other terms set forth in the transaction
                  agreements; (B) provide information calculated in accordance with
                  the
                  terms specified in the transaction agreements; (C) are filed with
                  the
                  Commission as required by its rules and regulations; and (D) agree
                  with
                  investors’ or the trustee’s records as to the total unpaid principal
                  balance and number of mortgage loans serviced by the Servicer.
                  

              	 	
                X

              	
                X

              


      

      



      
        
          
          

        

        
          O-2

          
            

          

        

        
          
          

        

      


      


      
        	
                Regulation
                  AB 

                Reference

              	
                Servicing
                  Criteria

              	
                Paying
                  

                Agent

                (including
                  

                the
                  Trustee 

                if
                  acting as 

                Paying
                  

                Agent)

              	
                Trustee

              	
                Master
                  

                Servicer

              
	
                1122(d)(3)(ii)

              	
                Amounts
                  due to investors are allocated and remitted in accordance with
                  timeframes,
                  distribution priority and other terms set forth in the transaction
                  agreements. 

              	
                X

              	
                X

              	
                X

              
	
                1122(d)(3)(iii)

              	
                Disbursements
                  made to an investor are posted within two business days to the
                  Servicer’s
                  investor records, or such other number of days specified in the
                  transaction agreements. 

              	
                X

              	 	
                 X

              
	
                1122(d)(3)(iv)

              	
                Amounts
                  remitted to investors per the investor reports agree with cancelled
                  checks, or other form of payment, or custodial bank statements.
                  

              	
                X

              	 	
                X

              
	 	
                Pool
                  Asset Administration

              	 	 	 
	
                1122(d)(4)(i)
                  

              	
                Collateral
                  or security on mortgage loans is maintained as required by the
                  transaction
                  agreements or related pool asset documents. 

              	
                 

              	 	 
	
                1122(d)(4)(ii)

              	
                Mortgage
                  loans and related documents are safeguarded as required by the
                  transaction
                  agreements 

              	
                 

              	 	 
	
                1122(d)(4)(iii)

              	
                Any
                  additions, removals or substitutions to the asset pool are made,
                  reviewed
                  and approved in accordance with any conditions or requirements
                  in the
                  transaction agreements. 

              	
                 

              	
                X

              	 
	
                1122(d)(4)(iv)

              	
                Payments
                  on mortgage loans, including any payoffs, made in accordance with
                  the
                  related pool asset documents are posted to the Servicer’s obligor records
                  maintained no more than two business days after receipt, or such
                  other
                  number of days specified in the transaction agreements, and allocated
                  to
                  principal, interest or other items (e.g., escrow) in accordance
                  with the
                  related pool asset documents. 

              	 	 	 
	
                1122(d)(4)(v)

              	
                The
                  Servicer’s records regarding the mortgage loans agree with the Servicer’s
                  records with respect to an obligor’s unpaid principal balance.
                  

              	 	 	 
	
                1122(d)(4)(vi)

              	
                Changes
                  with respect to the terms or status of an obligor's mortgage loans
                  (e.g.,
                  loan modifications or re-agings) are made, reviewed and approved
                  by
                  authorized personnel in accordance with the transaction agreements
                  and
                  related pool asset documents. 

              	 	 	
                X

              
	
                1122(d)(4)(vii)

              	
                Loss
                  mitigation or recovery actions (e.g., forbearance plans, modifications
                  and
                  deeds in lieu of foreclosure, foreclosures and repossessions, as
                  applicable) are initiated, conducted and concluded in accordance
                  with the
                  timeframes or other requirements established by the transaction
                  agreements. 

              	 	 	
                X

              


      

      



      
        
          
          

        

        
          O-3

          
            

          

        

        
          
          

        

      


      


      
        	
                Regulation
                  AB 

                Reference

              	
                Servicing
                  Criteria

              	
                Paying
                  

                Agent

                (including
                  

                the
                  Trustee 

                if
                  acting as 

                Paying
                  

                Agent)

              	
                Trustee

              	
                Master
                  

                Servicer

              
	
                1122(d)(4)(viii)

              	
                Records
                  documenting collection efforts are maintained during the period
                  a pool
                  asset is delinquent in accordance with the transaction agreements.
                  Such
                  records are maintained on at least a monthly basis, or such other
                  period
                  specified in the transaction agreements, and describe the entity’s
                  activities in monitoring delinquent mortgage loans including, for
                  example,
                  phone calls, letters and payment rescheduling plans in cases where
                  delinquency is deemed temporary (e.g., illness or unemployment).
                  

              	 	 	 
	
                1122(d)(4)(ix)

              	
                Adjustments
                  to interest rates or rates of return for mortgage loans with variable
                  rates are computed based on the related pool asset documents.
                  

              	 	 	 
	
                1122(d)(4)(x)

              	
                Regarding
                  any funds held in trust for an obligor (such as escrow accounts):
                  (A) such
                  funds are analyzed, in accordance with the obligor’s pool asset documents,
                  on at least an annual basis, or such other period specified in
                  the
                  transaction agreements; (B) interest on such funds is paid, or
                  credited,
                  to obligors in accordance with applicable pool asset documents
                  and state
                  laws; and (C) such funds are returned to the obligor within 30
                  calendar
                  days of full repayment of the related mortgage loans, or such other
                  number
                  of days specified in the transaction agreements. 

              	 	 	 
	
                1122(d)(4)(xi)

              	
                Payments
                  made on behalf of an obligor (such as tax or insurance payments)
                  are made
                  on or before the related penalty or expiration dates, as indicated
                  on the
                  appropriate bills or notices for such payments, provided that such
                  support
                  has been received by the servicer at least 30 calendar days prior
                  to these
                  dates, or such other number of days specified in the transaction
                  agreements. 

              	 	 	
                 

              
	
                1122(d)(4)(xii)

              	
                Any
                  late payment penalties in connection with any payment to be made
                  on behalf
                  of an obligor are paid from the Servicer’s funds and not charged to the
                  obligor, unless the late payment was due to the obligor’s error or
                  omission. 

              	 	 	
                 

              
	
                1122(d)(4)(xiii)

              	
                Disbursements
                  made on behalf of an obligor are posted within two business days
                  to the
                  obligor’s records maintained by the servicer, or such other number of days
                  specified in the transaction agreements. 

              	 	 	
                 

              


      

      



      
        
          
          

        

        
          O-4

          
            

          

        

        
          
          

        

      


      


      
        	
                Regulation
                  AB 

                Reference

              	
                Servicing
                  Criteria

              	
                Paying
                  

                Agent

                (including
                  

                the
                  Trustee 

                if
                  acting as 

                Paying
                  

                Agent)

              	
                Trustee

              	
                Master
                  

                Servicer

              
	
                1122(d)(4)(xiv)
                  

              	
                Delinquencies,
                  charge-offs and uncollectible accounts are recognized and recorded
                  in
                  accordance with the transaction agreements. 

              	 	 	
                X

              
	
                1122(d)(4)(xv)

              	
                Any
                  external enhancement or other support, identified in Item 1114(a)(1)
                  through (3) or Item 1115 of Regulation AB, is maintained as set
                  forth in
                  the transaction agreements. 

              	 	
                X

              	 


      

      


      


       


      
        
          
          

        

        
          O-5

          
            

          

        

        
          
          

        

      


      EXHIBIT
        P

      


      TRANSACTION
        PARTIES

       

      Sponsor
        and Seller: Lehman Brothers Holdings Inc.

      


      Depositor:
        Structured Asset Securities Corporation

      


      Trustee:
        LaSalle Bank National Association 

      


      Master
        Servicer: Aurora Loan Services LLC

      


      Group
        1
        Cap Counterparty: ABN AMRO Bank N.V.

      


      Group
        1
        Swap Counterparty: ABN AMRO Bank N.V.

      


      Balance
        Guaranteed Cap Counterparty: Lehman Brothers Special Financing,
        Inc.

      


      Group
        2
        Cap Counterparty: Lehman Brothers Special Financing, Inc.

      


      Primary
        Servicer(s): Aurora Loan Services LLC 

      


      Primary
        Originator(s): Lehman Brothers Bank FSB

      


      Custodian(s):
        Deutsche Bank National Trust Company; LaSalle Bank National Association;
        and
        U.S. Bank National Association

      


      Primary
        Mortgage Insurance Providers: Not Applicable

      


      Certificate
        Insurer: Ambac Assurance Corporation

      


      



      
        
          
          

        

        
          P-1

          
            

          

        

        
          
          

        

      


      EXHIBIT
        Q

      


      Additional
        Form 10-D Disclosure

      


      
        	
                ADDITIONAL
                  FORM 10-D DISCLOSURE

              
	
                Item
                  on Form 10-D

              	
                Party
                  Responsible 

              
	
                Item
                  1: Distribution and Pool Performance Information

                 

              	 
	
                Information
                  included in the Monthly Statement

              	
                Master
                  Servicer

                Servicer

                Trustee

              
	
                Any
                  information required by 1121 which is NOT included on the Monthly
                  Statement

              	
                Depositor

              
	
                Item
                  2: Legal Proceedings

                 

                Any
                  legal proceeding pending against the following entities or their
                  respective property, that is material to Certificateholders, including
                  any
                  proceeding known to be contemplated by governmental
                  authorities:

              	 
	
                ▪
                  Issuing Entity (Trust Fund)

              	
                Trustee,
                  Master Servicer and Depositor

              
	
                ▪
                  Sponsor (Seller)

              	
                Depositor

              
	
                ▪
                  Depositor

              	
                Depositor

              
	
                ▪
                  Trustee

              	
                Trustee

              
	
                ▪
                  Master Servicer

              	
                Master
                  Servicer

              
	
                ▪
                  Custodian

              	
                Custodian

              
	
                ▪
                  1110(b) Originator

              	
                Depositor

              
	
                ▪
                  Any 1108(a)(2) Servicer (other than the Master Servicer or Securities
                  Administrator)

              	
                Servicer

              
	
                ▪
                  Any other party contemplated by 1100(d)(1)

              	
                Depositor

              
	
                Item
                  3: Sale of Securities and Use of Proceeds

                Information
                  from Item 2(a) of Part II of Form 10-Q:

                 

                With
                  respect to any sale of securities by the sponsor, depositor or
                  issuing
                  entity, that are backed by the same asset pool or are otherwise
                  issued by
                  the issuing entity, whether or not registered, provide the sales
                  and use
                  of proceeds information in Item 701 of Regulation S-K. Pricing
                  information
                  can be omitted if securities were not registered.

              	
                Depositor

              


      

       

      
        
          
          

        

        
          Q-1

          
            

          

        

        
          
          

        

      

       

      
        	
                 

                Item
                  4: Defaults Upon Senior Securities

                 

                Information
                  from Item 3 of Part II of Form 10-Q:

                 

                Report
                  the occurrence of any Event of Default (after expiration of any
                  grace
                  period and provision of any required notice)

              	
                 

                Trustee

              
	
                Item
                  5: Submission of Matters to a Vote of Security
                  Holders

                 

                Information
                  from Item 4 of Part II of Form 10-Q

              	
                Trustee

              
	
                Item
                  6: Significant Obligors of Pool Assets

                 

                Item
                  1112(b) - Significant
                  Obligor Financial Information*

              	
                Depositor

              
	
                *This
                  information need only be reported on the Form 10-D for the distribution
                  period in which updated information is required pursuant to the
                  Item.

              	 
	
                Item
                  7: Significant Enhancement Provider Information

                 

              	
                Depositor

              
	
                Item
                  8: Other Information

                 

                Disclose
                  any information required to be reported on Form 8-K during the
                  period
                  covered by the Form 10-D but not reported

              	
                 

                 

                 

                Any
                  party responsible for the applicable Form 8-K Disclosure
                  item

              
	
                Item
                  9: Exhibits

              	 
	
                Monthly
                  Statement to Certificateholders

              	
                Trustee

              
	
                Exhibits
                  required by Item 601 of Regulation S-K, such as material
                  agreements

              	
                Depositor

              


      

      


      


       

      



      
        
          
          

        

        
          Q-2

          
            

          

        

        
          
          

        

      


      EXHIBIT
        R

      


      Additional
        Form 10-K Disclosure

      


      
        	
                ADDITIONAL
                  FORM 10-K DISCLOSURE

              
	
                Item
                  on Form 10-K

              	
                Party
                  Responsible 

              
	
                Item
                  1B: Unresolved Staff Comments

                 

              	
                Depositor

              
	
                Item
                  9B: Other Information

                Disclose
                  any information required to be reported on Form 8-K during the
                  fourth
                  quarter covered by the Form 10-K but not reported

              	
                Any
                  party responsible for disclosure items on Form 8-K

              
	
                Item
                  15: Exhibits, Financial Statement Schedules

              	
                Depositor

              
	
                Regulation
                  AB Item 1112(b): Significant Obligors of Pool
                  Assets

              	 
	
                Significant
                  Obligor Financial Information*

              	
                Depositor

              
	
                *This
                  information need only be reported on the Form 10-K if updated information
                  is required pursuant to the Item.

              	 
	
                Regulation
                  AB Item 1114(b)(2): Credit Enhancement Provider Financial
                  Information

              	 
	
                ▪
                  Determining applicable disclosure threshold

              	
                Depositor

              
	
                ▪
                  Requesting required financial information (including any required
                  accountants’ consent to the use thereof) or effecting incorporation by
                  reference

              	
                Depositor

              
	
                *This
                  information need only be reported on the Form 10-K if updated information
                  is required pursuant to the Item.

              	
                Depositor

              
	
                Regulation
                  AB Item 1115(b): Derivative Counterparty Financial
                  Information

              	 
	
                ▪
                  Determining current maximum probable exposure

              	
                Depositor

              
	
                ▪
                  Determining current significance percentage

              	
                Depositor

              
	
                ▪
                  Requesting required financial information (including any required
                  accountants’ consent to the use thereof) or effecting incorporation by
                  reference

              	
                Depositor

              
	
                *This
                  information need only be reported on the Form 10-K if updated information
                  is required pursuant to the Item.

              	 
	
                Regulation
                  AB Item 1117: Legal Proceedings

                 

                Any
                  legal proceeding pending against the following entities or their
                  respective property, that is material to Certificateholders, including
                  any
                  proceeding known to be contemplated by governmental
                  authorities:

              	 


      

      



      
        
          
          

        

        
          R-1

          
            

          

        

        
          
          

        

      


      


      
        	
                ADDITIONAL
                  FORM 10-K DISCLOSURE

              
	
                Item
                  on Form 10-K

              	
                Party
                  Responsible 

              
	
                ▪
                  Issuing Entity (Trust Fund)

              	
                Trustee,
                  Master Servicer and Depositor

              
	
                ▪
                  Sponsor (Seller)

              	
                Depositor

              
	
                ▪
                  Depositor

              	
                Depositor

              
	
                ▪
                  Trustee

              	
                Trustee

              
	
                ▪
                  Master Servicer

              	
                Master
                  Servicer

              
	
                ▪
                  Custodian

              	
                Custodian

              
	
                ▪
                  1110(b) Originator

              	
                Depositor

              
	
                ▪
                  Any 1108(a)(2) Servicer (other than the Master Servicer or Securities
                  Administrator)

              	
                Servicer

              
	
                ▪
                  Any other party contemplated by 1100(d)(1)

              	
                Depositor

              
	
                Regulation
                  AB Item 1119: Affiliations and Relationships

              	 
	
                Whether
                  (a) the Sponsor (Seller), Depositor or Issuing Entity is an affiliate
                  of
                  the following parties, and (b) to the extent known and material,
                  any of
                  the following parties are affiliated with one another:

              	
                Depositor
                  as to (a) 

                Sponsor/Seller
                  as to (a)

              
	
                ▪
                  Master Servicer

              	
                Master
                  Servicer 

              
	
                ▪
                  Trustee

              	
                Trustee

              
	
                ▪
                  Any other 1108(a)(3) servicer

              	
                Servicer

              
	
                ▪
                  Any 1110 Originator

              	
                Depositor/Sponsor

              
	
                ▪
                  Any 1112(b) Significant Obligor

              	
                Depositor/Sponsor

              
	
                ▪
                  Any 1114 Credit Enhancement Provider

              	
                Depositor/Sponsor

              
	
                ▪
                  Any 1115 Derivate Counterparty Provider

              	
                Depositor/Sponsor

              
	
                ▪
                  Any other 1101(d)(1) material party

              	
                Depositor/Sponsor

              
	
                Whether
                  there are any “outside the ordinary course business arrangements” other
                  than would be obtained in an arm’s length transaction between (a) the
                  Sponsor (Seller), Depositor or Issuing Entity on the one hand,
                  and (b) any
                  of the following parties (or their affiliates) on the other hand,
                  that
                  exist currently or within the past two years and that are material
                  to a
                  Certificateholder’s understanding of the Certificates:

              	
                Depositor
                  as to (a) 

                Sponsor/Seller
                  as to (a)

              
	
                ▪
                  Master Servicer

              	
                Master
                  Servicer 

              
	
                ▪
                  Trustee

              	
                Trustee

              
	
                ▪
                  Any other 1108(a)(3) servicer

              	
                Servicer

              
	
                ▪
                  Any 1110 Originator

              	
                Depositor/Sponsor

              
	
                ▪
                  Any 1112(b) Significant Obligor

              	
                Depositor/Sponsor

              
	
                ▪
                  Any 1114 Credit Enhancement Provider

              	
                Depositor/Sponsor

              
	
                ▪
                  Any 1115 Derivate Counterparty Provider

              	
                Depositor/Sponsor

              


      

      



      
        
          
          

        

        
          R-2

          
            

          

        

        
          
          

        

      


      


      
        	
                ADDITIONAL
                  FORM 10-K DISCLOSURE

              
	
                Item
                  on Form 10-K

              	
                Party
                  Responsible 

              
	
                ▪
                  Any other 1101(d)(1) material party

              	
                Depositor/Sponsor

              
	
                Whether
                  there are any specific relationships involving the transaction
                  or the pool
                  assets between (a) the Sponsor (Seller), Depositor or Issuing Entity
                  on
                  the one hand, and (b) any of the following parties (or their affiliates)
                  on the other hand, that exist currently or within the past two
                  years and
                  that are material:

              	
                Depositor
                  as to (a) 

                Sponsor/Seller
                  as to (a)

              
	
                ▪
                  Master Servicer

              	
                Master
                  Servicer 

              
	
                ▪
                  Trustee

              	
                Trustee

              
	
                ▪
                  Any other 1108(a)(3) servicer

              	
                Servicer

              
	
                ▪
                  Any 1110 Originator

              	
                Depositor/Sponsor

              
	
                ▪
                  Any 1112(b) Significant Obligor

              	
                Depositor/Sponsor

              
	
                ▪
                  Any 1114 Credit Enhancement Provider

              	
                Depositor/Sponsor

              
	
                ▪
                  Any 1115 Derivate Counterparty Provider

              	
                Depositor/Sponsor

              
	
                ▪
                  Any other 1101(d)(1) material party

              	
                Depositor/Sponsor

              


      

      



      
        
          
          

        

        
          R-3

          
            

          

        

        
          
          

        

      


      EXHIBIT
        S

      


      Form
        8-K
        Disclosure Information

      


      
        	
                FORM
                  8-K DISCLOSURE INFORMATION

              
	
                Item
                  on Form 8-K

              	
                Party
                  Responsible 

              
	
                Item
                  1.01- Entry into a Material Definitive Agreement

                 

                Disclosure
                  is required regarding entry into or amendment of any definitive
                  agreement
                  that is material to the securitization, even if depositor is not
                  a party.
                  

                 

                Examples:
                  servicing agreement, custodial agreement.

                 

                Note:
                  disclosure not required as to definitive agreements that are fully
                  disclosed in the prospectus

              	
                All
                  parties

              
	
                Item
                  1.02- Termination of a Material Definitive Agreement

                 

                Disclosure
                  is required regarding termination of any definitive agreement that
                  is
                  material to the securitization (other than expiration in accordance
                  with
                  its terms), even if depositor is not a party. 

                 

                Examples:
                  servicing agreement, custodial agreement.

              	
                All
                  parties

              
	
                Item
                  1.03- Bankruptcy or Receivership

                 

                Disclosure
                  is required regarding the bankruptcy or receivership, with respect
                  to any
                  of the following: 

              	
                Depositor

              
	
                ▪
                  Sponsor (Seller)

              	
                Depositor/Sponsor
                  (Seller)

              
	
                ▪
                  Depositor

              	
                Depositor

              
	
                ▪
                  Master Servicer

              	
                Master
                  Servicer

              
	
                ▪
                  Affiliated Servicer

              	
                Servicer

              
	
                ▪
                  Other Servicer servicing 20% or more of the pool assets at the
                  time of the
                  report

              	
                Servicer

              
	
                ▪
                  Other material servicers

              	
                Servicer

              
	
                ▪
                  Trustee

              	
                Trustee

              
	
                ▪
                  Significant Obligor

              	
                Depositor

              
	
                ▪
                  Credit Enhancer (10% or more)

              	
                Depositor

              
	
                ▪
                  Derivative Counterparty

              	
                Depositor

              
	
                ▪
                  Custodian

              	
                Custodian

              


      

      



      
        
          
          

        

        
          S-1

          
            

          

        

        
          
          

        

      


      


      
        	
                FORM
                  8-K DISCLOSURE INFORMATION

              
	
                Item
                  on Form 8-K

              	
                Party
                  Responsible 

              
	
                Item
                  2.04- Triggering Events that Accelerate or Increase a Direct Financial
                  Obligation or an Obligation under an Off-Balance Sheet
                  Arrangement

                 

                Includes
                  an early amortization, performance trigger or other event, including
                  event
                  of default, that would materially alter the payment priority/distribution
                  of cash flows/amortization schedule.

                 

                Disclosure
                  will be made of events other than waterfall triggers which are
                  disclosed
                  in the monthly statements to the certificateholders.

              	
                Depositor

                Master
                  Servicer

                Trustee

              
	
                Item
                  3.03- Material Modification to Rights of Security
                  Holders

                 

                Disclosure
                  is required of any material modification to documents defining
                  the rights
                  of Certificateholders, including the Pooling and Servicing
                  Agreement.

              	
                Trustee

                Depositor

              
	
                Item
                  5.03- Amendments of Articles of Incorporation or Bylaws; Change
                  of Fiscal
                  Year

                Disclosure
                  is required of any amendment “to the governing documents of the issuing
                  entity”.

              	
                Depositor

              
	
                Item
                  6.01- ABS Informational and Computational
                  Material

              	
                Depositor

              
	
                Item
                  6.02- Change of Servicer or Securities Administrator

                 

                Requires
                  disclosure of any removal, replacement, substitution or addition
                  of any
                  master servicer, affiliated servicer, other servicer servicing
                  10% or more
                  of pool assets at time of report, other material servicers or
                  trustee.

              	
                Master
                  Servicer/Depositor/

                Servicer/Trustee

              
	
                Regulation
                  AB disclosure about any new servicer or master servicer is also
                  required.

              	
                Servicer/Master
                  Servicer/Depositor

              
	
                Regulation
                  AB disclosure about any new Trustee is also required.

              	
                Trustee

              
	
                Item
                  6.03- Change in Credit Enhancement or External
                  Support

                Covers
                  termination of any enhancement in manner other than by its terms,
                  the
                  addition of an enhancement, or a material change in the enhancement
                  provided. Applies to external credit enhancements as well as derivatives.
                  

              	
                Depositor/Trustee

              


      

      



      
        
          
          

        

        
          S-2

          
            

          

        

        
          
          

        

      


      


      
        	
                FORM
                  8-K DISCLOSURE INFORMATION

              
	
                Item
                  on Form 8-K

              	
                Party
                  Responsible 

              
	
                Regulation
                  AB disclosure about any new enhancement provider is also
                  required.

              	
                Depositor

              
	
                Item
                  6.04- Failure to Make a Required Distribution

              	
                Trustee

              
	
                Item
                  6.05- Securities Act Updating Disclosure

                 

                If
                  any material pool characteristic differs by 5% or more at the time
                  of
                  issuance of the securities from the description in the final prospectus,
                  provide updated Regulation AB disclosure about the actual asset
                  pool.

              	
                Depositor

              
	
                If
                  there are any new servicers or originators required to be disclosed
                  under
                  Regulation AB as a result of the foregoing, provide the information
                  called
                  for in Items 1108 and 1110 respectively.

              	
                Depositor

              
	
                Item
                  7.01- Regulation FD Disclosure

              	
                All
                  parties

              
	
                Item
                  8.01- Other Events

                 

                Any
                  event, with respect to which information is not otherwise called
                  for in
                  Form 8-K, that the registrant deems of importance to
                  certificateholders.

              	
                Depositor

              
	
                Item
                  9.01- Financial Statements and Exhibits

              	
                Responsible
                  party for reporting/disclosing the financial statement or
                  exhibit

              


      

      


      


       


      
        
          
          

        

        
          S-3

          
            

          

        

        
          
          

        

      


      SCHEDULE
        A

      


      MORTGAGE
        LOAN SCHEDULE

      


      [On
        file
        with McKee Nelson LLP]

      


      



      
        
          
          

        

        
          Schedule
            A

          
            

          

        

        
          
          

        

      


      SCHEDULE
        B

      


      SCHEDULE
        OF FIRST PAYMENT DEFAULT MORTGAGE LOANS 

      


      [On
        file
        with McKee Nelson LLP]


      
        
          
          

        

        
          Schedule
            B