Unassociated Document


    EXEUCTION

    
 

    


    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 April 1, 2007

    ___________________________

    


    LEHMAN
      XS
      TRUST

    MORTGAGE
      PASS-THROUGH CERTIFICATES,

    SERIES
      2007-6

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TABLE
      OF
      CONTENTS

    


    
      	 	 	
              Page

            
	 	 	 
	
              ARTICLE
                I DEFINITIONS

            	
              24

            
	 	 	 
	
              Section
                1.01.

            	
              Definitions.

            	
              24

            
	
              Section
                1.02.

            	
              Calculations
                Respecting Mortgage Loans.

            	
              83

            
	
              Section
                1.03.

            	
              Calculations
                Respecting Accrued Interest.

            	
              83

            
	 	 
	
              ARTICLE
                II DECLARATION OF TRUST; ISSUANCE OF CERTIFICATES

            	
              84

            
	 	 	 
	
              Section
                2.01.

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

            	
              84

            
	
              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.

            	
              96

            
	
              Section
                3.04.

            	
              Cancellation
                of Certificates.

            	
              100

            
	
              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.

            	
              108

            
	
              Section
                4.04.

            	
              Certificate
                Account.

            	
              113

            
	 	 
	
              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.

            	
              116

            
	
              Section
                5.04.

            	
              Advances
                by Master Servicer, Servicers and Trustee.

            	
              118

            
	
              Section
                5.05.

            	
              Compensating
                Interest Payments.

            	
              119

            
	
              Section
                5.06.

            	
              Basis
                Risk Reserve Funds.

            	
              119

            
	
              Section
                5.07.

            	
              Supplemental
                Interest Trust.

            	
              120

            
	
              Section
                5.08.

            	
              Rights
                of Swap Counterparty.

            	
              124

            


    

     

    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    

     

    
      	
              Section
                5.09.

            	
              Termination
                Receipts.

            	
              124

            
	
              Section
                5.10.

            	
              Group
                II Termination Receipts.

            	
              126

            
	
              Section
                5.11.

            	
              The
                Certificate Insurance Policy.

            	
              127

            
	 	 
	
              ARTICLE
                VI CONCERNING THE TRUSTEE EVENTS OF DEFAULT

            	
              130

            
	 	 	 
	
              Section
                6.01.

            	
              Duties
                of Trustee and the Paying Agent.

            	
              130

            
	
              Section
                6.02.

            	
              Certain
                Matters Affecting the Trustee.

            	
              134

            
	
              Section
                6.03.

            	
              Trustee
                Not Liable for Certificates.

            	
              135

            
	
              Section
                6.04.

            	
              Trustee
                May Own Certificates.

            	
              135

            
	
              Section
                6.05.

            	
              Eligibility
                Requirements for Trustee.

            	
              136

            
	
              Section
                6.06.

            	
              Resignation
                and Removal of Trustee.

            	
              136

            
	
              Section
                6.07.

            	
              Successor
                Trustee.

            	
              137

            
	
              Section
                6.08.

            	
              Merger
                or Consolidation of Trustee.

            	
              138

            
	
              Section
                6.09.

            	
              Appointment
                of Co-Trustee, Separate Trustee or Custodian.

            	
              138

            
	
              Section
                6.10.

            	
              Authenticating
                Agents.

            	
              140

            
	
              Section
                6.11.

            	
              Indemnification
                of Trustee.

            	
              141

            
	
              Section
                6.12.

            	
              Fees
                and Expenses of Trustee and Custodians.

            	
              142

            
	
              Section
                6.13.

            	
              Collection
                of Monies.

            	
              142

            
	
              Section
                6.14.

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

            	
              143

            
	
              Section
                6.15.

            	
              Additional
                Remedies of Trustee Upon Event of Default.

            	
              147

            
	
              Section
                6.16.

            	
              Waiver
                of Defaults.

            	
              147

            
	
              Section
                6.17.

            	
              Notification
                to Holders.

            	
              148

            
	
              Section
                6.18.

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

            	
              148

            
	
              Section
                6.19.

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

            	
              148

            
	
              Section
                6.20.

            	
              Preparation
                of Tax Returns and Reports.

            	
              149

            
	
              Section
                6.21.

            	
              Compliance
                with Regulation AB.

            	
              158

            
	
              Section
                6.22.

            	
              No
                Merger.

            	
              158

            
	
              Section
                6.23.

            	
              Reporting
                Requirements of the Commission.

            	
              158

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

            	
              158

            
	 	 	 
	
              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 1
                Regular Interests or the Pooling REMIC 2 Regular
                Interests.

            	
              158

            
	
              Section
                7.02.

            	
              Procedure
                Upon Termination of Trust Fund or Purchase of Pooling REMIC 1 Regular
                Interests or the Pooling REMIC 2 Regular Interests.

            	
              162

            
	
              Section
                7.03.

            	
              Additional
                Requirements for any Trust Fund Termination Event or Purchase of
                either
                the Pooling REMIC 1 Regular Interests or Pooling REMIC 2 Regular
                Interests.

            	
              164

            
	
              Section
                7.04.

            	
              Optional
                Purchase Right of NIMS Insurer.

            	
              165

            
	 	 
	
              ARTICLE
                VIII RIGHTS OF CERTIFICATEHOLDERS

            	
              165

            
	 	 	 
	
              Section
                8.01.

            	
              Limitation
                on Rights of Holders.

            	
              165

            


    

     

    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    

     

    
      	
              Section
                8.02.

            	
              Access
                to List of Holders.

            	
              166

            
	
              Section
                8.03.

            	
              Acts
                of Holders of Certificates.

            	
              167

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

            	
              168

            
	 	 	 
	
              Section
                9.01.

            	
              Duties
                of the Master Servicer.

            	
              168

            
	
              Section
                9.02.

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

            	
              168

            
	
              Section
                9.03.

            	
              Master
                Servicer’s Financial Statements and Related Information.

            	
              169

            
	
              Section
                9.04.

            	
              Power
                to Act; Procedures.

            	
              169

            
	
              Section
                9.05.

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

            	
              171

            
	
              Section
                9.06.

            	
              Collection
                of Taxes, Assessments and Similar Items.

            	
              172

            
	
              Section
                9.07.

            	
              Termination
                of Servicing Agreements; Successor Servicers.

            	
              173

            
	
              Section
                9.08.

            	
              Master
                Servicer Liable for Enforcement.

            	
              173

            
	
              Section
                9.09.

            	
              No
                Contractual Relationship Between Any Servicer and Trustee or
                Depositor.

            	
              174

            
	
              Section
                9.10.

            	
              Assumption
                of Servicing Agreement by Trustee.

            	
              174

            
	
              Section
                9.11.

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

            	
              175

            
	
              Section
                9.12.

            	
              Release
                of Mortgage Files.

            	
              175

            
	
              Section
                9.13.

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

            	
              176

            
	
              Section
                9.14.

            	
              Representations
                and Warranties of the Master Servicer.

            	
              177

            
	
              Section
                9.15.

            	
              Opinion.

            	
              180

            
	
              Section
                9.16.

            	
              Standard
                Hazard and Flood Insurance Policies.

            	
              180

            
	
              Section
                9.17.

            	
              Presentment
                of Claims and Collection of Proceeds.

            	
              180

            
	
              Section
                9.18.

            	
              Maintenance
                of the Primary Mortgage Insurance Policies.

            	
              181

            
	
              Section
                9.19.

            	
              Trustee
                To Retain Possession of Certain Insurance Policies and
                Documents.

            	
              181

            
	
              Section
                9.20.

            	
              Realization
                Upon Defaulted Mortgage Loans.

            	
              182

            
	
              Section
                9.21.

            	
              Compensation
                to the Master Servicer.

            	
              182

            
	
              Section
                9.22.

            	
              REO
                Property.

            	
              183

            
	
              Section
                9.23.

            	
              Notice
                to the Sponsor, the Depositor and the Trustee.

            	
              183

            
	
              Section
                9.24.

            	
              Reports
                to the Trustee.

            	
              184

            
	
              Section
                9.25.

            	
              Assessment
                of Compliance and Attestation Reports .

            	
              184

            
	
              Section
                9.26.

            	
              Annual
                Statement of Compliance with Applicable Servicing Criteria
                .

            	
              186

            
	
              Section
                9.27.

            	
              Merger
                or Consolidation.

            	
              187

            
	
              Section
                9.28.

            	
              Resignation
                of Master Servicer.

            	
              187

            
	
              Section
                9.29.

            	
              Assignment
                or Delegation of Duties by the Master Servicer.

            	
              187

            
	
              Section
                9.30.

            	
              Limitation
                on Liability of the Master Servicer and Others.

            	
              188

            
	
              Section
                9.31.

            	
              Indemnification;
                Third-Party Claims.

            	
              189

            
	 	 
	
              ARTICLE
                X REMIC ADMINISTRATION

            	
              189

            
	 	 	 
	
              Section
                10.01.

            	
              REMIC
                Administration.

            	
              189

            
	
              Section
                10.02.

            	
              Prohibited
                Transactions and Activities.

            	
              193

            
	
              Section
                10.03.

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

            	
              193

            
	
              Section
                10.04.

            	
              REO
                Property.

            	
              193

            
	 	 


    

     

    
      
        
        

      

      
        iii

        
          

        

      

      
        
        

      

    

     

    
      	
              ARTICLE
                XI MISCELLANEOUS PROVISIONS

            	
              194

            
	 	 	 
	
              Section
                11.01.

            	
              Binding
                Nature of Agreement; Assignment.

            	
              194

            
	
              Section
                11.02.

            	
              Entire
                Agreement.

            	
              194

            
	
              Section
                11.03.

            	
              Amendment.

            	
              194

            
	
              Section
                11.04.

            	
              Voting
                Rights.

            	
              196

            
	
              Section
                11.05.

            	
              Provision
                of Information.

            	
              197

            
	
              Section
                11.06.

            	
              Governing
                Law.

            	
              197

            
	
              Section
                11.07.

            	
              Notices.

            	
              197

            
	
              Section
                11.08.

            	
              Severability
                of Provisions.

            	
              198

            
	
              Section
                11.09.

            	
              Indulgences;
                No Waivers.

            	
              198

            
	
              Section
                11.10.

            	
              Headings
                Not To Affect Interpretation.

            	
              198

            
	
              Section
                11.11.

            	
              Benefits
                of Agreement.

            	
              198

            
	
              Section
                11.12.

            	
              Special
                Notices to the Rating Agencies, Certificate Insurer and any NIMS
                Insurer.

            	
              199

            
	
              Section
                11.13.

            	
              Conflicts.

            	
              200

            
	
              Section
                11.14.

            	
              Counterparts.

            	
              200

            
	
              Section
                11.15.

            	
              Transfer
                of Servicing.

            	
              200

            
	
              Section
                11.16.

            	
              Matters
                Relating to the Certificate Insurance Policy.

            	
              202

            


    

    


    


    



    
      
        
        

      

      
        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
                I Swap Agreement

            


    

    
      	
              Exhibit
                N-2

            	
              Group
                I Cap Agreement

            


    

    
      	
              Exhibit
                N-3

            	
              Class
                3-A1 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

            	
              First
                Payment Default Mortgage Loans

            


    

    


    
      	
              Annex
                5A.02

            	
              Distributions
                from the Certificate Account to the Group I
                Certificates

            


    

    
      	
              Annex
                5B.02

            	
              Distributions
                from the Certificate Account to the Group II
                Certificates

            


    

    



    
      
        
        

      

      
        v

        
          

        

      

      
        
        

      

    


    This
      TRUST AGREEMENT (“Trust Agreement”), dated as of April 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
      the
      Certificate Insurer, and to the extent provided herein, the Swap Counterparty.
      The Depositor, the Trustee and the Master Servicer are entering into this
      Agreement, and the Trustee is accepting the Trust Fund created hereby, for
      good
      and valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged.

     

    As
      provided herein, the Trustee shall elect that the Trust Fund (exclusive of
      (i)
      the Pool 1-2 Basis Risk Reserve Fund, (ii) the Pool 3 Basis Risk Reserve Fund,
      (iii) the Group I Swap Agreement, (iv) the Group I Swap Account, (v) the
      Supplemental Interest Trust, (vi) the Group I Cap Agreement, (vii) the Group
      I
      Cap Account, (viii) the Class 3-A1 Cap Agreement, (ix) the Class 3-A1 Cap
      Account, (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 Pool 2 and Pooling REMIC II, Lower-Tier
      REMIC
      II, Middle-Tier REMIC II, and Upper-Tier REMIC II shall relate to Pool 3.


     

    Pooling
      REMIC I shall hold the assets of the Trust Fund related to Pool 1 and Pool
      2,
      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
      LTI-R Interest, is hereby designated as a REMIC regular interest. The LTI-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 LTI-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 and Pool 2 represent ownership of regular interests in Upper-Tier
      REMIC I. Each of the Offered Certificates related to Pool 1 and Pool 2 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 1-XS Component of the Class 1-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 and Pool 2 to
      the
      extent payable from Pool 1-2 Monthly Excess Cashflow. The Class 1-CX and Class
      1-SX Components of the Class 1-X Certificates shall not represent an interest
      in
      any REMIC formed hereby. The Class 1-P and Class 2-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 LTI-R, Class MTIA-R, and Class MTIB-R
      Interests.

     

    Pooling
      REMIC II shall hold the assets of the Trust Fund related to Pool 3, 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 3 represents ownership of regular interests in Upper-Tier REMIC II. Each
      of
      the Offered Certificates related to Pool 3 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 3 to the extent
      payable from Pool 3 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 3-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 and
      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 I (the “Pooling REMIC I
      Regular Interests”). Pooling REMIC I shall also issue the Class 1-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 and Pool 2
      (other than any expenses with respect to the Group I 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 and Pool 2 collected during the preceding Prepayment Period, in the
      case of Principal Prepayments in full, or during the related Collection Period,
      in the case of Principal Prepayments in part, to the Pooling REMIC 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

            	 	
              $   464,676,522.01

            	 	
              (1)

            
	
              LT1-F1

            	 	
              $       6,405,852.00

            	 	
              (2)

            
	
              LT1-V1

            	 	
              $       6,405,852.00

            	 	
              (3)

            
	
              LT1-F2

            	 	
              $       6,179,656.50

            	 	
              (2)

            
	
              LT1-V2

            	 	
              $       6,179,656.50

            	 	
              (3)

            
	
              LT1-F3

            	 	
              $       5,961,446.00

            	 	
              (2)

            
	
              LT1-V3

            	 	
              $       5,961,446.00

            	 	
              (3)

            
	
              LT1-F4

            	 	
              $       5,750,938.50

            	 	
              (2)

            
	
              LT1-V4

            	 	
              $       5,750,938.50

            	 	
              (3)

            
	
              LT1-F5

            	 	
              $       5,547,863.50

            	 	
              (2)

            
	
              LT1-V5

            	 	
              $       5,547,863.50

            	 	
              (3)

            
	
              LT1-F6

            	 	
              $       5,351,957.00

            	 	
              (2)

            
	
              LT1-V6

            	 	
              $       5,351,957.00

            	 	
              (3)

            
	
              LT1-F7

            	 	
              $       5,162,967.00

            	 	
              (2)

            
	
              LT1-V7

            	 	
              $       5,162,967.00

            	 	
              (3)

            
	
              LT1-F8

            	 	
              $       4,980,649.00

            	 	
              (2)

            
	
              LT1-V8

            	 	
              $       4,980,649.00

            	 	
              (3)

            
	
              LT1-F9

            	 	
              $       4,804,767.00

            	 	
              (2)

            
	
              LT1-V9

            	 	
              $       4,804,767.00

            	 	
              (3)

            
	
              LT1-F10

            	 	
              $       4,635,095.00

            	 	
              (2)

            
	
              LT1-V10

            	 	
              $       4,635,095.00

            	 	
              (3)

            
	
              LT1-F11

            	 	
              $       4,471,413.00

            	 	
              (2)

            
	
              LT1-V11

            	 	
              $       4,471,413.00

            	 	
              (3)

            
	
              LT1-F12

            	 	
              $       5,096,612.00

            	 	
              (2)

            
	
              LT1-V12

            	 	
              $       5,096,612.00

            	 	
              (3)

            
	
              LT1-F13

            	 	
              $       4,883,934.50

            	 	
              (2)

            
	
              LT1-V13

            	 	
              $       4,883,934.50

            	 	
              (3)

            
	
              LT1-F14

            	 	
              $       4,680,129.50

            	 	
              (2)

            
	
              LT1-V14

            	 	
              $       4,680,129.50

            	 	
              (3)

            
	
              LT1-F15

            	 	
              $       4,484,827.50

            	 	
              (2)

            
	
              LT1-V15

            	 	
              $       4,484,827.50

            	 	
              (3)

            
	
              LT1-F16

            	 	
              $       4,297,674.50

            	 	
              (2)

            
	
              LT1-V16

            	 	
              $       4,297,674.50

            	 	
              (3)

            
	
              LT1-F17

            	 	
              $       4,118,329.50

            	 	
              (2)

            
	
              LT1-V17

            	 	
              $       4,118,329.50

            	 	
              (3)

            
	
              LT1-F18

            	 	
              $       3,946,467.50

            	 	
              (2)

            
	
              LT1-V18

            	 	
              $       3,946,467.50

            	 	
              (3)

            
	
              LT1-F19

            	 	
              $       3,781,775.50

            	 	
              (2)

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	
              Designation

            	 	
              Initial Principal 

              Balance

            	 	
               

              Interest
                Rate

            
	
              LT1-V19

            	 	
              $       3,781,775.50

            	 	
              (3)

            
	
              LT1-F20

            	 	
              $       3,623,956.00

            	 	
              (2)

            
	
              LT1-V20

            	 	
              $       3,623,956.00

            	 	
              (3)

            
	
              LT1-F21

            	 	
              $       3,475,886.50

            	 	
              (2)

            
	
              LT1-V21

            	 	
              $       3,475,886.50

            	 	
              (3)

            
	
              LT1-F22

            	 	
              $       3,327,662.50

            	 	
              (2)

            
	
              LT1-V22

            	 	
              $       3,327,662.50

            	 	
              (3)

            
	
              LT1-F23

            	 	
              $       3,188,789.50

            	 	
              (2)

            
	
              LT1-V23

            	 	
              $       3,188,789.50

            	 	
              (3)

            
	
              LT1-F24

            	 	
              $       3,562,500.00

            	 	
              (2)

            
	
              LT1-V24

            	 	
              $       3,562,500.00

            	 	
              (3)

            
	
              LT1-F25

            	 	
              $       3,389,155.50

            	 	
              (2)

            
	
              LT1-V25

            	 	
              $       3,389,155.50

            	 	
              (3)

            
	
              LT1-F26

            	 	
              $       3,224,243.50

            	 	
              (2)

            
	
              LT1-V26

            	 	
              $       3,224,243.50

            	 	
              (3)

            
	
              LT1-F27

            	 	
              $       3,067,355.50

            	 	
              (2)

            
	
              LT1-V27

            	 	
              $       3,067,355.50

            	 	
              (3)

            
	
              LT1-F28

            	 	
              $       2,918,100.50

            	 	
              (2)

            
	
              LT1-V28

            	 	
              $       2,918,100.50

            	 	
              (3)

            
	
              LT1-F29

            	 	
              $       2,776,106.00

            	 	
              (2)

            
	
              LT1-V29

            	 	
              $       2,776,106.00

            	 	
              (3)

            
	
              LT1-F30

            	 	
              $       2,641,020.50

            	 	
              (2)

            
	
              LT1-V30

            	 	
              $       2,641,020.50

            	 	
              (3)

            
	
              LT1-F31

            	 	
              $       2,512,507.50

            	 	
              (2)

            
	
              LT1-V31

            	 	
              $       2,512,507.50

            	 	
              (3)

            
	
              LT1-F32

            	 	
              $       2,390,246.00

            	 	
              (2)

            
	
              LT1-V32

            	 	
              $       2,390,246.00

            	 	
              (3)

            
	
              LT1-F33

            	 	
              $       2,273,934.50

            	 	
              (2)

            
	
              LT1-V33

            	 	
              $       2,273,934.50

            	 	
              (3)

            
	
              LT1-F34

            	 	
              $       2,163,280.50

            	 	
              (2)

            
	
              LT1-V34

            	 	
              $       2,163,280.50

            	 	
              (3)

            
	
              LT1-F35

            	 	
              $       2,058,011.00

            	 	
              (2)

            
	
              LT1-V35

            	 	
              $       2,058,011.00

            	 	
              (3)

            
	
              LT1-F36

            	 	
              $       3,562,132.50

            	 	
              (2)

            
	
              LT1-V36

            	 	
              $       3,562,132.50

            	 	
              (3)

            
	
              LT1-F37

            	 	
              $       3,994,395.00

            	 	
              (2)

            
	
              LT1-V37

            	 	
              $       3,994,395.00

            	 	
              (3)

            
	
              LT1-F38

            	 	
              $       3,800,036.00

            	 	
              (2)

            
	
              LT1-V38

            	 	
              $       3,800,036.00

            	 	
              (3)

            
	
              LT1-F39

            	 	
              $       3,615,133.50

            	 	
              (2)

            
	
              LT1-V39

            	 	
              $       3,615,133.50

            	 	
              (3)

            
	
              LT1-F40

            	 	
              $       3,439,227.00

            	 	
              (2)

            
	
              LT1-V40

            	 	
              $       3,439,227.00

            	 	
              (3)

            
	
              LT1-F41

            	 	
              $       3,271,877.50

            	 	
              (2)

            
	
              LT1-V41

            	 	
              $       3,271,877.50

            	 	
              (3)

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	
              Designation

            	 	
              Initial Principal 

              Balance

            	 	
              Interest
                Rate

            
	
              LT1-F42

            	 	
              $       3,112,670.00

            	 	
              (2)

            
	
              LT1-V42

            	 	
              $       3,112,670.00

            	 	
              (3)

            
	
              LT1-F43

            	 	
              $       2,961,209.00

            	 	
              (2)

            
	
              LT1-V43

            	 	
              $       2,961,209.00

            	 	
              (3)

            
	
              LT1-F44

            	 	
              $       2,834,133.00

            	 	
              (2)

            
	
              LT1-V44

            	 	
              $       2,834,133.00

            	 	
              (3)

            
	
              LT1-F45

            	 	
              $       2,679,207.00

            	 	
              (2)

            
	
              LT1-V45

            	 	
              $       2,679,207.00

            	 	
              (3)

            
	
              LT1-F46

            	 	
              $       2,548,835.00

            	 	
              (2)

            
	
              LT1-V46

            	 	
              $       2,548,835.00

            	 	
              (3)

            
	
              LT1-F47

            	 	
              $       2,424,805.00

            	 	
              (2)

            
	
              LT1-V47

            	 	
              $       2,424,805.00

            	 	
              (3)

            
	
              LT1-F48

            	 	
              $       2,306,810.50

            	 	
              (2)

            
	
              LT1-V48

            	 	
              $       2,306,810.50

            	 	
              (3)

            
	
              LT1-F49

            	 	
              $       1,909,604.00

            	 	
              (2)

            
	
              LT1-V49

            	 	
              $       1,909,604.00

            	 	
              (3)

            
	
              LT1-F50

            	 	
              $       1,188,828.50

            	 	
              (2)

            
	
              LT1-V50

            	 	
              $       1,188,828.50

            	 	
              (3)

            
	
              LT1-F51

            	 	
              $       1,191,525.00

            	 	
              (2)

            
	
              LT1-V51

            	 	
              $       1,191,525.00

            	 	
              (3)

            
	
              LT1-F52

            	 	
              $       1,136,193.50

            	 	
              (2)

            
	
              LT1-V52

            	 	
              $       1,136,193.50

            	 	
              (3)

            
	
              LT1-F53

            	 	
              $       1,165,733.00

            	 	
              (2)

            
	
              LT1-V53

            	 	
              $       1,165,733.00

            	 	
              (3)

            
	
              LT1-F54

            	 	
              $       1,041,792.50

            	 	
              (2)

            
	
              LT1-V54

            	 	
              $       1,041,792.50

            	 	
              (3)

            
	
              LT1-F55

            	 	
              $       1,464,944.50

            	 	
              (2)

            
	
              LT1-V55

            	 	
              $       1,464,944.50

            	 	
              (3)

            
	
              LT1-F56

            	 	
              $       4,947,501.50

            	 	
              (2)

            
	
              LT1-V56

            	 	
              $       4,947,501.50

            	 	
              (3)

            
	
              LT1-F57

            	 	
              $     13,366,753.50

            	 	
              (2)

            
	
              LT1-V57

            	 	
              $     13,366,753.50

            	 	
              (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 and Pool 2 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 1-2 REMIC Net WAC Rate”). 

            


    

     

    
      	 	
              (2)

            	
              For
                any Distribution Date (and the related Accrual Period) the interest
                rate
                for each of these Lower-Tier Interests shall be the lesser of (i)
                the
                REMIC Swap Rate for such Distribution Date, and (ii) the product
                of (a)
                the Pool 1-2 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 1-2 REMIC Net WAC Rate and (b) 2, over
                (ii)
                the REMIC Swap Rate for such Distribution
                Date.

            


    

     


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    


     

    
      	 	
              (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.

            


    

     

    On
      each
      Distribution Date, the Trustee shall distribute the aggregate Interest
      Remittance Amount for Pool 1 and Pool 2 (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 and Pool 2 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 and Pool 2 collected during the preceding Prepayment Period, in the
      case of Principal Prepayments in full, or during the related Collection Period,
      in the case of Principal Prepayments in part, to the LT1-F57 and LT1-V57
      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 REMICI1A 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-1-A1

            	 	
              (1)

            	 	
              (3)

            	 	
              1-A1

            
	
              MTIA-2-A1

            	 	
              (1)

            	 	
              (3)

            	 	
              2-A1,
                2-AIO

            
	
              MTIA-A2(1)

            	 	
              (1)

            	 	
              (3)

            	 	
              A2(1)

            
	
              MTIA-A2(2)

            	 	
              (1)

            	 	
              (3)

            	 	
              A2(2),
                2-AIO

            
	
              MTIA-A3(1)

            	 	
              (1)

            	 	
              (3)

            	 	
              A3(1)

            
	
              MTIA-A3(2)

            	 	
              (1)

            	 	
              (3)

            	 	
              A3(2),
                2-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-M10

            	 	
              (1)

            	 	
              (3)

            	 	
              I-M10

            
	
              MTIA-Q

            	 	
              (1)

            	 	
              (4)

            	 	
              N/A

            
	
              MTIA-IO

            	 	
              (2)

            	 	
              (2)

            	 	
              N/A

            
	
              MTIA-R

            	 	
              (5)

            	 	
              (5)

            	 	
              R

            


    

    



    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    ___________________________

    
      	
              (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

            
	
              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

            


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
      	
              2-32

            	
              LT1-F31

            
	
              2-33

            	
              LT1-F32

            
	
              2-34

            	
              LT1-F33

            
	
              2-35

            	
              LT1-F34

            
	
              2-37

            	
              LT1-F35

            
	
              2-38

            	
              LT1-F36

            
	
              2-39

            	
              LT1-F37

            
	
              2-40

            	
              LT1-F38

            
	
              2-41

            	
              LT1-F39

            
	
              2-42

            	
              LT1-F40

            
	
              2-43

            	
              LT1-F41

            
	
              2-44

            	
              LT1-F42

            
	
              2-45

            	
              LT1-F43

            
	
              2-46

            	
              LT1-F44

            
	
              2-47

            	
              LT1-F45

            
	
              2-48

            	
              LT1-F46

            
	
              2-49

            	
              LT1-F47

            
	
              2-50

            	
              LT1-F48

            
	
              2-51

            	
              LT1-F49

            
	
              2-52

            	
              LT1-F50

            
	
              2-53

            	
              LT1-F51

            
	
              2-54

            	
              LT1-F52

            
	
              2-55

            	
              LT1-F53

            
	
              2-56

            	
              LT1-F54

            
	
              2-57

            	
              LT1-F55

            
	
              2-58

            	
              LT1-F56

            
	
              2-59

            	
              LT1-F57

            


    

    


    
      	
              (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 and Pool 2 as of the Cut-off
                Date, over (ii) the aggregate initial class principal amount of each
                other
                regular interest in Middle-Tier REMIC
                IA.

            


    

     

    
      	
              (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 or Pool 2 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.


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    On
      each
      Distribution Date principal with respect to Pool 1 or Pool 2 shall be
      distributed, and Realized Losses with respect to Pool 1 or Pool 2 shall be
      allocated, among the interests in Middle-Tier REMIC IA in the following order
      of
      priority:

     

    (a)
       First,
      to
      the Class MTIA-1-A1, Class MTIA-2-A1, Class MTIA-A2(1), Class MTIA-A2(2), Class
      MTIA-A3(1), Class MTIA-A3(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, Class
      MTIA-M9, and Class MTIA-M10 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-F57 and LT1-V57
        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-1-A1

            	 	
              (1)

            	 	
              (5)

            	 	
              1-A1

            
	
              MTIB-2-A2

            	 	
              (2)

            	 	
              (5)

            	 	
              2-A2,
                2-AIO

            
	
              MTIB-A2(1)

            	 	
              (1)

            	 	
              (5)

            	 	
              A2(1)

            
	
              MTIB-A2(2)

            	 	
              (3)

            	 	
              (5)

            	 	
              A2(2),
                2-AIO

            
	
              MTIB-A3(1)

            	 	
              (1)

            	 	
              (5)

            	 	
              A3(1)

            
	
              MTIB-A3(2)

            	 	
              (4)

            	 	
              (5)

            	 	
              A3(2),
                2-AIO

            
	
              MTIB-M1

            	 	
              (1)

            	 	
              (5)

            	 	
              I-M1

            
	
              MTIB-M2

            	 	
              (1)

            	 	
              (5)

            	 	
              I-M2

            
	
              MTIB-M3

            	 	
              (1)

            	 	
              (5)

            	 	
              I-M3

            
	
              MTIB-M4

            	 	
              (1)

            	 	
              (5)

            	 	
              I-M4

            
	
              MTIB-M5

            	 	
              (1)

            	 	
              (5)

            	 	
              I-M5

            
	
              MTIB-M6

            	 	
              (1)

            	 	
              (5)

            	 	
              I-M6

            
	
              MTIB-M7

            	 	
              (1)

            	 	
              (5)

            	 	
              I-M7

            
	
              MTIB-M8

            	 	
              (1)

            	 	
              (5)

            	 	
              I-M8

            
	
              MTIB-M9

            	 	
              (1)

            	 	
              (5)

            	 	
              I-M9

            
	
              MTIB-M10

            	 	
              (1)

            	 	
              (5)

            	 	
              I-M10

            
	
              MTIB-X

            	 	
              (7)

            	 	
              (7)

            	 	
              I-X

            
	
              MTIB-R

            	 	
              (6)

            	 	
              (6)

            	 	
              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 1-2 REMIC Net Funds Cap for the applicable
                    Net Funds
                    Cap.

                


        

      

    


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    
       

      
        	
                (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
                  0.21% (or
                  a margin of .42% after the related Initial Termination Date), subject
                  to a
                  floor of 6.48% (6.69%, after the related Initial Termination Date)
                  and
                  (ii) the Pool 1-2 REMIC Nets Fund
                  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
                  0.25% (or
                  a margin of .50% after the related Initial Termination Date), subject
                  to a
                  floor of 6.52% (6.77%, after the related Initial Termination Date)
                  and
                  (ii) the Pool 1-2 REMIC Nets Fund
                  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
                  0.32% (or
                  a margin of .64% after the related Initial Termination Date), subject
                  to a
                  floor of 6.59% (6.91%, after the related Initial Termination Date)
                  and
                  (ii) the Pool 1-2 REMIC Nets Fund
                  Cap.

              


      

      


      
        	
                (5)

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

              


      

      


      
        	
                (6)

              	
                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.
                  

              


      

      


      
        	
                (7)

              	
                This
                  interest shall have an initial principal balance of $17,658,437.01
                  (the
                  amount of the initial overcollateralization for Group I), 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.

              


      

       

    

    On
      each
      Distribution Date, interest with respect to Pool 2 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 2 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 3
      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 2-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.

     


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    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 3 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 3 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 3 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.

     

    On
      each
      Distribution Date, the Trustee shall distribute the Prepayment Premiums related
      to Pool 3 collected during the preceding Prepayment Period, in the case of
      Principal Prepayments in full, or during the related Collection Period, in
      the
      case of Principal Prepayments in part, to the Pooling REMIC 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

            
	
              LT2-3-A1

            	 	
              (1)

            	 	
              (2)

            	 	
              3-A1,
                3-AIO

            
	
              LT2-3-A2

            	 	
              (1)

            	 	
              (2)

            	 	
              3-A2,
                3-AIO

            
	
              LT2-3-A3-1

            	 	
              (1)

            	 	
              (2)

            	 	
              3-A3-1,
                3-AIO

            
	
              LT2-3-A3-2

            	 	
              (3)

            	 	
              (2)

            	 	
              3-A3-2,
                3-AIO, 3-A3-3

            
	
              LT2-3-A4

            	 	
              (1)

            	 	
              (2)

            	 	
              3-A4,
                3-AIO

            
	
              LT2-3-A5

            	 	
              (1)

            	 	
              (2)

            	 	
              3-A5,
                3-AIO

            
	
              LT2-3-A6

            	 	
              (1)

            	 	
              (2)

            	 	
              3-A6

            
	
              LT2-3-A7

            	 	
              (1)

            	 	
              (2)

            	 	
              3-A7

            
	
              LT2-M1

            	 	
              (1)

            	 	
              (2)

            	 	
              II-M1

            
	
              LT2-M2

            	 	
              (1)

            	 	
              (2)

            	 	
              II-M2

            
	
              LT2-M3

            	 	
              (1)

            	 	
              (2)

            	 	
              II-M3

            
	
              LT2-M4

            	 	
              (1)

            	 	
              (2)

            	 	
              II-M4

            
	
              LT2-M5

            	 	
              (1)

            	 	
              (2)

            	 	
              II-M5

            
	
              LT2-M6

            	 	
              (1)

            	 	
              (2)

            	 	
              II-M6

            
	
              LT2-M7

            	 	
              (1)

            	 	
              (2)

            	 	
              II-M7

            
	
              LT2-M8

            	 	
              (1)

            	 	
              (2)

            	 	
              II-M8

            
	
              LT2-Q

            	 	
              (1)

            	 	
              (3)

            	 	
              N/A

            
	
              LT2-R

            	 	
              (4)

            	 	
              (4)

            	 	
              N/A

            


    

    



    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    ____________________

    
      	
              (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 3 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 3 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. 

     

    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 LT2-3-A1, Class LT2-3-A2, Class LT2-3-A3-1, Class LT2-3-A3-2,
                Class LT2-3-A4, Class LT2-3-A5, Class LT2-3-A6, Class LT2-3-A7, Class
                LT2-M1, Class LT2-M2, Class LT2-M3, Class LT2-M4, Class LT2-M5, Class
                LT2-M6, Class LT2-M7, and Class LT2-M8 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 3 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 3 collected during the preceding Prepayment Period 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”):

     


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    

      
        	
                Middle-Tier
                  

                REMIC
                  II

                Designation

              	 	
                Middle-Tier
                  REMIC II

                Interest
                  Rate

              	 	
                Initial
                  Class 

                Principal
                  Amount

              	 	
                Corresponding
                  Class of Certificate(s) or Components

              	 
	
                MT2-3-A1

              	
                 

              	
                 

              	
                (1)

              	
                 

              	
                 

              	
                (8)

              	
                 

              	
                 

              	
                3-A1,
                  3-AIO

              	
                 

              
	
                MT2-3-A2

              	
                 

              	
                 

              	
                (2)

              	
                 

              	
                 

              	
                (8)

              	
                 

              	
                 

              	
                3-A2,
                  3-AIO

              	
                 

              
	
                MT2-3-A3-1

              	
                 

              	
                 

              	
                (3)

              	
                 

              	
                 

              	
                (8)

              	
                 

              	
                 

              	
                3-A3-1,
                  3-AIO

              	
                 

              
	
                MT2-3-A3-2

              	
                 

              	
                 

              	
                (4)

              	
                 

              	
                 

              	
                (8)

              	
                 

              	
                 

              	
                3-A3-2,
                  3-A3-3

              	
                 

              
	
                MT2-3-A4

              	
                 

              	
                 

              	
                (5)

              	
                 

              	
                 

              	
                (8)

              	
                 

              	
                 

              	
                3-A4,
                  3-AIO

              	
                 

              
	
                MT2-3-A5

              	
                 

              	
                 

              	
                (6)

              	
                 

              	
                 

              	
                (8)

              	
                 

              	
                 

              	
                3-A5,
                  3-AIO

              	
                 

              
	
                MT2-3-A6

              	
                 

              	
                 

              	
                (7)

              	
                 

              	
                 

              	
                (8)

              	
                 

              	
                 

              	
                3-A6

              	
                 

              
	
                MT2-3A7

              	
                 

              	
                 

              	
                (7)

              	
                 

              	
                 

              	
                (8)

              	
                 

              	
                 

              	
                3-A7

              	
                 

              
	
                MT2-M1

              	
                 

              	
                 

              	
                (7)

              	
                 

              	
                 

              	
                (8)

              	
                 

              	
                 

              	
                II-M1

              	
                 

              
	
                MT2-M2

              	
                 

              	
                 

              	
                (7)

              	
                 

              	
                 

              	
                (8)

              	
                 

              	
                 

              	
                II-M2

              	
                 

              
	
                MT2-M3

              	
                 

              	
                 

              	
                (7)

              	
                 

              	
                 

              	
                (8)

              	
                 

              	
                 

              	
                II-M3

              	
                 

              
	
                MT2-M4

              	
                 

              	
                 

              	
                (7)

              	
                 

              	
                 

              	
                (8)

              	
                 

              	
                 

              	
                II-M4

              	
                 

              
	
                MT2-M5

              	
                 

              	
                 

              	
                (7)

              	
                 

              	
                 

              	
                (8)

              	
                 

              	
                 

              	
                II-M5

              	
                 

              
	
                MT2-M6

              	
                 

              	
                 

              	
                (7)

              	
                 

              	
                 

              	
                (8)

              	
                 

              	
                 

              	
                II-M6

              	
                 

              
	
                MT2-M7

              	
                 

              	
                 

              	
                (7)

              	
                 

              	
                 

              	
                (8)

              	
                 

              	
                 

              	
                II-M7

              	
                 

              
	
                MT2-M8

              	
                 

              	
                 

              	
                (7)

              	
                 

              	
                 

              	
                (8)

              	
                 

              	
                 

              	
                II-M8

              	
                 

              
	
                MT2-X

              	
                 

              	
                 

              	
                (10)

              	
                 

              	
                 

              	
                (10)

              	
                 

              	
                 

              	
                II-X

              	
                 

              
	
                MT2-R

              	
                 

              	
                 

              	
                (9)

              	
                 

              	
                 

              	
                (9)

              	
                 

              	
                 

              	
                R

              	
                 

              
	
                MT2-3A3-2-AIO
                  0.50%

              	
                 

              	
                 

              	
                (11)

              	
                 

              	
                 

              	
                (11)

              	
                 

              	
                 

              	
                3-A10

              	 


      

    

    
      

    

    

      
        	
                (1)

              	
                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 .66% and (ii)
                  the
                  Pool 3 REMIC 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
                  II is a
                  per annum rate equal to the lesser of (i) 6.28% (or 6.78% after
                  the
                  related Initial Termination Date) and (ii) the Pool 3 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
                  II is a
                  per annum rate equal to the lesser of (i) 6.42% (or 6.92% after
                  the
                  related Initial Termination Date) and (ii) the Pool 3 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
                  II is a
                  per annum rate equal to the lesser of (i) 7.5% and (ii) the Pool
                  3 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
                  II is a
                  per annum rate equal to the lesser of (i) 6.56% (or 7.06% after
                  the
                  related Initial Termination Date) and (ii) the Pool 3 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) 6.22% (or 6.72% after
                  the
                  related Initial Termination Date) and (ii) the Pool 3 REMIC Net
                  Funds
                  Cap.

              


      

      


      
        	
                (7)

              	
                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 3
                  REMIC Net Funds Cap for the applicable 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.

              


      

    

     

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    


    

      
        	
                (9)

              	
                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.
                  

              


      

      


      
        	
                (10)

              	
                This
                  interest shall have an initial principal balance of $17,191,542.41
                  (the
                  amount of the initial overcollateralization for Group II), 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 3 REMIC
                  Net
                  Funds Cap (other than any interest-only regular interest) , over
                  (ii) the
                  Adjusted Lower-Tier REMIC II WAC. 

              


      

      


      
        	
                (11)

              	
                This
                  interest
                  shall be an interest-only interest and shall be entitled to receive
                  interest accrued on the class LT2-3-A3-2 interest at a per annum
                  rate of
                  1.00%.

              


      

    

    


    On
      each
      Distribution Date, interest with respect to Pool 3 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 3 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. 

     

    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

            	 
	
               

            	 	
               

            	 	
               

            	 	
               

            	 	 	 
	
              Class
                1-A1

            	 	 	
              (1)

            	 	
              $

            	
              435,909,000

            	 	
              $

            	
              25,000

            	 	 	
              REMIC
                I

            	 
	
              Class
                2-A1

            	 	 	
              (2)

            	 	
              $

            	
              156,087,000

            	 	
              $

            	
              25,000

            	 	 	
              REMIC
                I

            	 
	
              Class
                A2

            	 	 	
              (3)

            	 	
              $

            	
              82,606,000

            	 	
              $

            	
              25,000

            	 	 	
              REMIC
                I

            	 
	
              Class
                A3

            	 	 	
              (4)

            	 	
              $

            	
              74,957,000

            	 	
              $

            	
              25,000

            	 	 	
              REMIC
                I

            	 
	
              Class
                2-AIO

            	 	 	
              (5)

            	 	 	
              (6)

            	 	
              $

            	
              100,000

            	 	 	
              REMIC
                I

            	 
	
              Class
                3-A1

            	 	 	
              (7)

            	 	
              $

            	
              222,559,000

            	 	
              $

            	
              25,000

            	 	 	
              REMIC
                II

            	 
	
              Class
                3-A2

            	 	 	
              (8)

            	 	
              $

            	
              30,957,000

            	 	
              $

            	
              25,000

            	 	 	
              REMIC
                II

            	 
	
              Class
                3-A3-1

            	 	 	
              (9)

            	 	
              $

            	
              20,000,000

            	 	
              $

            	
              25,000

            	 	 	
              REMIC
                II

            	 
	
              Class
                3-A3-2

            	 	 	
              (10)

            	 	
              $

            	
              22,713,000

            	 	
              $

            	
              25,000

            	 	 	
              REMIC
                II

            	 
	
              Class
                3-A3-3

            	 	 	
              (11)

            	 	 	
              (12)

            	 	
              $

            	
              100,000

            	 	 	
              REMIC
                II

            	 
	
              Class
                3-A4

            	 	 	
              (13)

            	 	
              $

            	
              27,106,000

            	 	
              $

            	
              25,000

            	 	 	
              REMIC
                II

            	 
	
              Class
                3-A5

            	 	 	
              (14)

            	 	
              $

            	
              35,926,000

            	 	
              $

            	
              25,000

            	 	 	
              REMIC
                II

            	 
	
              Class
                3-A6

            	 	 	
              (15)

            	 	
              $

            	
              210,242,000

            	 	
              $

            	
              25,000

            	 	 	
              REMIC
                II

            	 
	
              Class
                3-A7

            	 	 	
              (16)

            	 	
              $

            	
              94,084,000

            	 	
              $

            	
              25,000

            	 	 	
              REMIC
                II

            	 
	
              Class
                3-AIO

            	 	 	
              (17)

            	 	 	
              (18)

            	 	
              $

            	
              100,000

            	 	 	
              REMIC
                II

            	 
	
              Class
                I-M1

            	 	 	
              (19)

            	 	
              $

            	
              30,900,000

            	 	
              $

            	
              100,000

            	 	 	
              REMIC
                I

            	 
	
              Class
                I-M2

            	 	 	
              (20)

            	 	
              $

            	
              26,045,000

            	 	
              $

            	
              100,000

            	 	 	
              REMIC
                I

            	 
	
              Class
                I-M3

            	 	 	
              (21)

            	 	
              $

            	
              15,009,000

            	 	
              $

            	
              100,000

            	 	 	
              REMIC
                I

            	 
	
              Class
                I-M4

            	 	 	
              (22)

            	 	
              $

            	
              8,828,000

            	 	
              $

            	
              100,000

            	 	 	
              REMIC
                I

            	 


    

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    
      	
              Class
                I-M5

            	 	 	
              (23)

            	 	
              $

            	
              7,505,000

            	 	
              $

            	
              100,000

            	 	 	
              REMIC
                I

            	 
	
              Class
                I-M6

            	 	 	
              (24)

            	 	
              $

            	
              7,504,000

            	 	
              $

            	
              100,000

            	 	 	
              REMIC
                I

            	 
	
              Class
                I-M7

            	 	 	
              (25)

            	 	
              $

            	
              6,622,000

            	 	
              $

            	
              100,000

            	 	 	
              REMIC
                I

            	 
	
              Class
                I-M8

            	 	 	
              (26)

            	 	
              $

            	
              7,063,000

            	 	
              $

            	
              100,000

            	 	 	
              REMIC
                I

            	 
	
              Class
                I-M9

            	 	 	
              (27)

            	 	
              $

            	
              3,090,000

            	 	
              $

            	
              100,000

            	 	 	
              REMIC
                I

            	 
	
              Class
                I-M10

            	 	 	
              (28)

            	 	
              $

            	
              3,090,000

            	 	
              $

            	
              100,000

            	 	 	
              REMIC
                I

            	 
	
              Class
                II-M1

            	 	 	
              (29)

            	 	
              $

            	
              25,978,000

            	 	
              $

            	
              100,000

            	 	 	
              REMIC
                II

            	 
	
              Class
                II-M2

            	 	 	
              (30)

            	 	
              $

            	
              21,393,000

            	 	
              $

            	
              100,000

            	 	 	
              REMIC
                II

            	 
	
              Class
                II-M3

            	 	 	
              (31)

            	 	
              $

            	
              7,641,000

            	 	
              $

            	
              100,000

            	 	 	
              REMIC
                II

            	 
	
              Class
                II-M4

            	 	 	
              (32)

            	 	
              $

            	
              7,641,000

            	 	
              $

            	
              100,000

            	 	 	
              REMIC
                II

            	 
	
              Class
                II-M5

            	 	 	
              (33)

            	 	
              $

            	
              8,022,000

            	 	
              $

            	
              100,000

            	 	 	
              REMIC
                II

            	 
	
              Class
                II-M6

            	 	 	
              (34)

            	 	
              $

            	
              3,820,000

            	 	
              $

            	
              100,000

            	 	 	
              REMIC
                II

            	 
	
              Class
                II-M7

            	 	 	
              (35)

            	 	
              $

            	
              4,967,000

            	 	
              $

            	
              100,000

            	 	 	
              REMIC
                II

            	 
	
              Class
                II-M8

            	 	 	
              (36)

            	 	
              $

            	
              3,820,000

            	 	
              $

            	
              100,000

            	 	 	
              REMIC
                II

            	 
	
              Class
                1-P

            	 	 	
              (37)

            	 	 	
              (37)

            	 	 	
              (46)

            	 	 	
              REMIC
                I

            	 
	
              Class
                2-P

            	 	 	
              (38)

            	 	 	
              (38)

            	 	 	
              (46)

            	 	 	
              REMIC
                I

            	 
	
              Class
                3-P

            	 	 	
              (39)

            	 	 	
              (39)

            	 	 	
              (46)

            	 	 	
              REMIC
                II

            	 
	
              Class
                I-X

            	 	 	
              (40)

            	 	 	
              (40)

            	 	 	
              (46)

            	 	 	
              REMIC
                I

            	 
	
              Class
                II-X

            	 	 	
              (41)

            	 	 	
              (41)

            	 	 	
              (46)

            	 	 	
              REMIC
                II

            	 
	
              Class
                I-R

            	 	 	
              (42)

            	 	 	
              (42)

            	 	 	
              (46)

            	 	 	
              REMIC
                I

            	 
	
              Class
                II-R

            	 	 	
              (43)

            	 	 	
              (43)

            	 	 	
              (46)

            	 	 	
              REMIC
                II

            	 
	
              Class
                I-LT-R

            	 	 	
              (44)

            	 	 	
              (44)

            	 	 	
              (46)

            	 	 	
              N/A

            	 
	
              Class
                II-LT-R

            	 	 	
              (45)

            	 	 	
              (45)

            	 	 	
              (46)

            	 	 	
              N/A

            	 


    

    __________________

     

    
      
        	 	
                (1)

              	
                The
                  Certificate Interest Rate with respect to any Distribution Date
                  (and the
                  related Accrual Period) up to and including the Distribution Date
                  in
                  February 2012 for the Class 1-A1 Certificates is the per annum
                  rate equal
                  to 6.510%. Beginning on the Distribution Date in March 2012, the
                  Certificate Interest Rate with respect to any Distribution Date
                  (and the
                  related Accrual Period) for the Class 1-A1 Certificates is the
                  per annum
                  rate equal to the lesser of (i) Six-Month LIBOR plus 1.250% and
                  (ii) the
                  Pool 1 Net Funds Cap for such Distribution Date. For purposes of
                  the REMIC
                  Provisions, the reference to a Net Funds Cap in clause (ii) of
                  the
                  preceding sentence shall be deemed to be a reference to the Pool
                  1-2 REMIC
                  Net Funds Cap; therefore, on any Distribution Date on which the
                  Certificate Interest Rate for the Class 1-A1 Certificates exceeds
                  the Pool
                  1-2 REMIC Net Funds Cap, interest accruals based on such excess
                  shall be
                  treated as having been paid from the Pool 1-2 Basis Risk Reserve
                  Fund or
                  the Supplemental Interest Trust, as applicable; on any Distribution
                  Date
                  on which the Certificate Interest Rate on the Class 1-A1 Certificates
                  is
                  based on a Net Funds Cap, the amount of interest that would have
                  accrued
                  on the Class 1-A1 Certificates if the Pool 1-2 REMIC Net Funds
                  Cap were
                  substituted for the Net Funds Cap shall be treated as having been
                  paid by
                  the Class 1-A1 Certificateholders to the Supplemental Interest
                  Trust, all
                  pursuant to and as further provided in Section 10.01(n)
                  hereof.

              


      

       

      
        	 	
                (2)

              	
                The
                  Certificate Interest Rate with respect to any Distribution Date
                  (and the
                  related Accrual Period) for the Class 2-A1 Certificates is the
                  per annum
                  rate equal to the lesser of (i) LIBOR plus 0.210% and (ii) the Pool 1
                  Net Funds Cap for such Distribution Date; provided,
                  that if the Mortgage Loans in Pool 1 and Pool 2 and related property
                  are
                  not purchased pursuant to Section 7.01(b) on the Pool 1-2 Initial
                  Optional
                  Termination Date, then with respect to each subsequent Distribution
                  Date
                  the per annum rate calculated pursuant to clause (i) above with
                  respect to
                  the Class 2-A1 Certificates will be LIBOR plus 0.420%. For purposes
                  of the
                  REMIC Provisions, the reference to a Net Funds Cap in clause (ii)
                  of the
                  preceding sentence shall be deemed to be a reference to the Pool
                  1-2 REMIC
                  Net Funds Cap; therefore, on any Distribution Date on which the
                  Certificate Interest Rate for the Class 2-A1 Certificates exceeds
                  the Pool
                  1-2 REMIC Net Funds Cap, interest accruals based on such excess
                  shall be
                  treated as having been paid from the Pool 1-2 Basis Risk Reserve
                  Fund or
                  the Supplemental Interest Trust, as applicable; on any Distribution
                  Date
                  on which the Certificate Interest Rate on the Class 2-A1 Certificates
                  is
                  based on a Net Funds Cap, the amount of interest that would have
                  accrued
                  on the Class 2-A1 Certificates if the Pool 1-2 REMIC Net Funds
                  Cap were
                  substituted for the Net Funds Cap shall be treated as having been
                  paid by
                  the Class 1-A2 Certificateholders to the Supplemental Interest
                  Trust, all
                  pursuant to and as further provided in Section 10.01(n)
                  hereof.

              


      

       

    

     

     


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    


    

      
        	 	
                (3)

              	
                The
                  Certificate Interest Rate with respect to any Distribution Date
                  (and the
                  related Accrual Period) for the Class A2 Certificates is the per
                  annum
                  rate equal to the lesser of (i) LIBOR plus 0.250% and (ii) the
                  Pool 1 Net
                  Funds Cap for the A2(1) Component, and the Pool 2 Net Funds Cap
                  for the
                  A2(2) Component for such Distribution Date; provided,
                  that if the Mortgage Loans in Pool 1 and Pool 2 and related property
                  are
                  not purchased pursuant to Section 7.01(b) on the Pool 1-2 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 A2 Certificates will be LIBOR plus 0.500%. For purposes
                  of the
                  REMIC Provisions, the reference to a Net Funds Cap in clause (ii)
                  of the
                  preceding sentence shall be deemed to be a reference to the Pool
                  1-2 REMIC
                  Net Funds Cap; therefore, on any Distribution Date on which the
                  Certificate Interest Rate for the Class A2 Certificates exceeds
                  the Pool
                  1-2 REMIC Net Funds Cap, interest accruals based on such excess
                  shall be
                  treated as having been paid from the Pool 1-2 Basis Risk Reserve
                  Fund or
                  the Supplemental Interest Trust, as applicable; on any Distribution
                  Date
                  on which the Certificate Interest Rate on the Class A2 Certificates
                  is
                  based on a Net Funds Cap, the amount of interest that would have
                  accrued
                  on the Class A2 Certificates if the Pool 1-2 REMIC Net Funds Cap
                  were
                  substituted for the Net Funds Cap shall be treated as having been
                  paid by
                  the Class A2 Certificateholders to the Supplemental Interest Trust,
                  all
                  pursuant to and as further provided in Section 10.01(n) hereof.
                  The Class
                  A2 Certificates will each be issued in two components: a component
                  in
                  respect of Pool 1 (the A2(1) component) and a component in respect
                  of Pool
                  2 (the A2(2) Component). Each component will accrue interest at
                  the rate
                  described above. The components are not
                  severable.

              


      

       

      
        	 	
                (4)

              	
                The
                  Certificate Interest Rate with respect to any Distribution Date
                  (and the
                  related Accrual Period) for the Class A3 Certificates is the per
                  annum
                  rate equal to the lesser of (i) LIBOR plus 0.320% and (ii) the
                  Pool 1 Net
                  Funds Cap for the A3(1) Component, and the Pool 2 Net Funds Cap
                  for the
                  A3(2) Component for such Distribution Date; provided,
                  that if the Mortgage Loans in Pool 1 and Pool 2 and related property
                  are
                  not purchased pursuant to Section 7.01(b) on the Pool 1-2 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 A3 Certificates will be LIBOR plus 0.640%. For purposes
                  of the
                  REMIC Provisions, the reference to a Net Funds Cap in clause (ii)
                  of the
                  preceding sentence shall be deemed to be a reference to the Pool
                  1-2 REMIC
                  Net Funds Cap; therefore, on any Distribution Date on which the
                  Certificate Interest Rate for the Class A3 Certificates exceeds
                  the Pool
                  1-2 REMIC Net Funds Cap, interest accruals based on such excess
                  shall be
                  treated as having been paid from the Pool 1-2 Basis Risk Reserve
                  Fund or
                  the Supplemental Interest Trust, as applicable; on any Distribution
                  Date
                  on which the Certificate Interest Rate on the Class A3 Certificates
                  is
                  based on a Net Funds Cap, the amount of interest that would have
                  accrued
                  on the Class A3 Certificates if the Pool 1-2 REMIC Net Funds Cap
                  were
                  substituted for the Net Funds Cap shall be treated as having been
                  paid by
                  the Class A3 Certificateholders to the Supplemental Interest Trust,
                  all
                  pursuant to and as further provided in Section 10.01(n) hereof.
                  The Class
                  A3 Certificates will each be issued in two components: a component
                  in
                  respect of Pool 1 (the A3(1) Component) and a component in respect
                  of Pool
                  2 (the A3(2) Component). Each component will accrue interest at
                  the rate
                  described above. The components are not
                  severable.

              


      

       

      
        	 	
                (5)

              	
                The
                  Certificate Interest Rate with respect to any Distribution Date
                  (and the
                  related Accrual Period) for the Class 2-AIO Certificates is the
                  per annum
                  rate equal to the excess, if any, of (x) 6.270% per annum over
                  (y) LIBOR.
                  For
                  purposes of the REMIC Provisions, the REMIC regular interest evidenced
                  by
                  the Class 2-AIO Certificates shall bear interest at a per annum
                  rate equal
                  to the excess if any of (x) the lesser of 6.270% and the Pool 1-2
                  REMIC
                  Net Funds Cap over (y) LIBOR. On any Distribution Date on which
                  the
                  Certificate Interest Rate for the Class 2-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 1-2 Basis Risk Reserve Fund or the Supplemental Interest
                  Trust,
                  as applicable; on any Distribution Date on which the Certificate
                  Interest
                  Rate on the Class 2-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 2-AIO Certificates shall be treated as having been
                  paid by
                  the Class 2-AIO Certificateholders to the Supplemental Interest
                  Trust, all
                  pursuant to and as further provided in Section 10.01(n)
                  hereof.

              


      

       

    


    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    


    

      
        	 	
                (6)

              	
                For
                  any Distribution Date, the Class 2-AIO Certificates have an initial
                  Class
                  Notional Amount equal to the sum of (x) the aggregate Class Principal
                  Amount of the Class 2-A1 Certificates and (y) the Component Principal
                  Amount of the Class A2(2) Component and Class A3(2) Component.
                  The Class
                  2-AIO Certificates have an initial notional amount equal to the
                  aggregate
                  Class Principal Amount of the Pool 2 Senior Certificates, which
                  on the
                  Closing Date is equal to
                  $220,863,000.

              


      

       

      
        	 	
                (7)

              	
                The
                  Certificate Interest Rate with respect to any Distribution Date
                  (and the
                  related Accrual Period) for the Class 3-A1 Certificates is the
                  per annum
                  rate equal to the lesser of (i) LIBOR plus 0.160% and (ii) the
                  product of (A) the Pool 3 Net WAC, less the product of (1) the
                  sum of
                  0.50% per annum and the amount of the Certificate Insurer Premium,
                  (2) a
                  fraction, (a) the numerator of which is the beginning Principal
                  Balance of
                  the Class 3-A1, Class 3-A2, Class 3-A3-1, Class 3-A3-2, Class 3-A4
                  and
                  Class 3-A5 Certificates and (b) the denominator of which is the
                  beginning
                  Principal Balance of the Pool 3 Mortgage Loans, in each case before
                  distributions for such Distribution Date and (B) a fraction, the
                  numerator
                  of which is 30 and the denominator of which is the actual number
                  of days
                  in the related Accrual Period. 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 3 REMIC Net Funds Cap. On any Distribution Date on which
                  the
                  Certificate Interest Rate for this Class of Certificates exceeds
                  the Pool
                  3 REMIC Net Funds Cap, interest accruals based on such excess shall
                  be
                  treated as having been paid from the Pool 3 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 3
                  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
                  3 Basis Risk Reserve Fund, all pursuant to and as further provided
                  in
                  Section 10.01(n) hereof.

              


      

       

      
        	 	
                (8)

              	
                The
                  Certificate Interest Rate with respect to any Distribution Date
                  (and the
                  related Accrual Period) for the Class 3-A2 Certificates is the
                  per annum
                  rate equal to 5.780%;
                  provided,
                  that if the Mortgage Loans in Pool 3 and related property are not
                  purchased pursuant to Section 7.01(b) on the Pool 3 Initial Optional
                  Termination Date, then with respect to each subsequent Distribution
                  Date
                  the per annum rate with respect to the Class 3-A2 Certificates
                  will be
                  6.280%. 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 3 REMIC Net Funds Cap. On any Distribution Date on which
                  the
                  Certificate Interest Rate for this Class of Certificates exceeds
                  the Pool
                  3 REMIC Net Funds Cap, interest accruals based on such excess shall
                  be
                  treated as having been paid from the Pool 3 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 3
                  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
                  3 Basis Risk Reserve Fund, all pursuant to and as further provided
                  in
                  Section 10.01(n) hereof.

              


      

       

      
        	 	
                (9)

              	
                The
                  Certificate Interest Rate with respect to any Distribution Date
                  (and the
                  related Accrual Period) for the Class 3-A3-1 Certificates is the
                  per annum
                  rate equal to 5.920%;
                  provided,
                  that if the Mortgage Loans in Pool 3 and related property are not
                  purchased pursuant to Section 7.01(b) on the Pool 3 Initial Optional
                  Termination Date, then with respect to each subsequent Distribution
                  Date
                  the per annum rate with respect to the Class 3-A3 Certificates
                  will be
                  6.420%. 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 3 REMIC Net Funds Cap. On any Distribution Date on which
                  the
                  Certificate Interest Rate for this Class of Certificates exceeds
                  the Pool
                  3 REMIC Net Funds Cap, interest accruals based on such excess shall
                  be
                  treated as having been paid from the Pool 3 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 3
                  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
                  3 Basis Risk Reserve Fund, all pursuant to and as further provided
                  in
                  Section 10.01(n) hereof.

              


      

       

      
        	 	
                (10)

              	
                The
                  Certificate Interest Rate with respect to any Distribution Date
                  (and the
                  related Accrual Period) for the Class 3-A3-2 Certificates is the
                  per annum
                  rate equal to the least of (1) 7.00% per annum, (2) LIBOR plus 0.500%
                  and (3) the Pool 3 Adjusted Net WAC 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 3 REMIC Net Funds Cap. On any Distribution Date on which
                  the
                  Certificate Interest Rate for this Class of Certificates exceeds
                  the Pool
                  3 REMIC Net Funds Cap, interest accruals based on such excess shall
                  be
                  treated as having been paid from the Pool 3 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 3
                  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
                  3 Basis Risk Reserve Fund, all pursuant to and as further provided
                  in
                  Section 10.01(n) hereof.

              


      

       

      
        	 	
                (11)

              	
                The
                  Certificate Interest Rate with respect to any Distribution Date
                  (and the
                  related Accrual Period) for the Class 3-A3-3 Certificates is the
                  per annum
                  rate equal to the greater of (x) 0.00% per annum and (y) the excess,
                  if any, of (1) the lesser of (A) the Pool 3 Adjusted Net WAC and
                  (B) 7.00%
                  per annum, over (2) the interest rate for such Distribution Date
                  of the
                  Class 3-A3-2 Certificates. 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 3 REMIC Net Funds Cap. On any Distribution Date on which
                  the
                  Certificate Interest Rate for this Class of Certificates exceeds
                  the Pool
                  3 REMIC Net Funds Cap, interest accruals based on such excess shall
                  be
                  treated as having been paid from the Pool 3 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 3
                  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
                  3 Basis Risk Reserve Fund, all pursuant to and as further provided
                  in
                  Section 10.01(n) hereof.

              


      

       

      
        	 	
                (12)

              	
                For
                  any Distribution Date, the Class 3-A3-3 Certificates have an initial
                  Class
                  Notional Amount equal to the aggregate Class Principal Amount of
                  the Class
                  3-A3-2 Certificates. The initial Class Notional Amount of the Class
                  3-A3-3
                  Certificates is equal to $22,713,000. 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 3 REMIC Net Funds Cap. On any Distribution Date on which
                  the
                  Certificate Interest Rate for this Class of Certificates exceeds
                  the Pool
                  3 REMIC Net Funds Cap, interest accruals based on such excess shall
                  be
                  treated as having been paid from the Pool 3 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 3
                  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
                  3 Basis Risk Reserve Fund, all pursuant to and as further provided
                  in
                  Section 10.01(n) hereof.

              


      

       

      
        	 	
                (13)

              	
                The
                  Certificate Interest Rate with respect to any Distribution Date
                  (and the
                  related Accrual Period) for the Class 3-A4 Certificates is the
                  per annum
                  rate equal to 6.060%;
                  provided,
                  that if the Mortgage Loans in Pool 3 and related property are not
                  purchased pursuant to Section 7.01(b) on the Pool 3 Initial Optional
                  Termination Date, then with respect to each subsequent Distribution
                  Date
                  the per annum rate with respect to the Class 3-A4 Certificates
                  will be
                  6.560%. 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 3 REMIC Net Funds Cap. On any Distribution Date on which
                  the
                  Certificate Interest Rate for this Class of Certificates exceeds
                  the Pool
                  3 REMIC Net Funds Cap, interest accruals based on such excess shall
                  be
                  treated as having been paid from the Pool 3 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 3
                  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
                  3 Basis Risk Reserve Fund, all pursuant to and as further provided
                  in
                  Section 10.01(n) hereof.

              


      

       

      
        	 	
                (14)

              	
                The
                  Certificate Interest Rate with respect to any Distribution Date
                  (and the
                  related Accrual Period) for the Class 3-A5 Certificates is the
                  per annum
                  rate equal to 5.720%;
                  provided,
                  that if the Mortgage Loans in Pool 3 and related property are not
                  purchased pursuant to Section 7.01(b) on the Pool 3 Initial Optional
                  Termination Date, then with respect to each subsequent Distribution
                  Date
                  the per annum rate with respect to the Class 3-A5 Certificates
                  will be
                  6.220%. The Class 3-A5 Certificates will not receive principal
                  payments at
                  the same rate as the other senior certificates because principal
                  payments
                  generally will not be distributable to the Class 3-A5 Certificates
                  until
                  the distribution date in May 2010. 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 3 REMIC Net Funds Cap. On any Distribution Date on which
                  the
                  Certificate Interest Rate for this Class of Certificates exceeds
                  the Pool
                  3 REMIC Net Funds Cap, interest accruals based on such excess shall
                  be
                  treated as having been paid from the Pool 3 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 3
                  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
                  3 Basis Risk Reserve Fund, all pursuant to and as further provided
                  in
                  Section 10.01(n) hereof.

              


      

       

      
        	 	
                (15)

              	
                The
                  Certificate Interest Rate with respect to any Distribution Date
                  (and the
                  related Accrual Period) for the Class 3-A6 Certificates is the
                  per annum
                  rate equal to 6.500%. 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 3 REMIC Net Funds Cap. On any Distribution Date on which
                  the
                  Certificate Interest Rate for this Class of Certificates exceeds
                  the Pool
                  3 REMIC Net Funds Cap, interest accruals based on such excess shall
                  be
                  treated as having been paid from the Pool 3 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 3
                  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
                  3 Basis Risk Reserve Fund, all pursuant to and as further provided
                  in
                  Section 10.01(n) hereof.

              


      

       



      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      



    



    
      	 	
              (16)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class 3-A7 Certificates is the per
                annum
                rate equal to 6.500%. 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 3 REMIC Net Funds Cap. On any Distribution Date on which
                the
                Certificate Interest Rate for this Class of Certificates exceeds
                the Pool
                3 REMIC Net Funds Cap, interest accruals based on such excess shall
                be
                treated as having been paid from the Pool 3 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 3 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
                3 Basis Risk Reserve Fund, all pursuant to and as further provided
                in
                Section 10.01(n) hereof.

            


    

     

    
      	 	
              (17)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class 3-AIO Certificates is the per
                annum
                rate equal to the lesser of (x) 0.50% per annum and (y) the excess,
                if
                any, of (1) the Pool 3 Adjusted Net WAC over (2) 6.06% per annum.
                For
                purposes of the REMIC Provisions, the REMIC regular interest evidenced
                by
                the Class 3-AIO Certificates shall bear interest at a per annum rate
                equal
                to 0.50%. On any Distribution Date on which the Certificate Interest
                Rate
                on the Class 3-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 3-AIO Certificates shall be treated as having been paid
                by
                the Class 3-AIO Certificateholders to the Pool 3 REMIC Net Funds
                Cap, all
                pursuant to and as further provided in Section 10.01(n)
                hereof.

            


    

     

    
      	 	
              (18)

            	
              For
                any Distribution Date, the Class 3-AIO Certificates have an initial
                Class
                Notional Amount equal to the aggregate Class Principal Balance of
                the
                Class 3-A1, Class 3-A2, Class 3-A3-1, Class 3-A3-2, Class 3-A4 and
                Class
                3-A5 Certificates. The initial Class Notional Amount of the Class
                3-AIO
                Certificates is equal to
                $359,261,000.

            


    

     

    
      	 	
              (19)

            	
              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 0.500% and (ii) the Pool
                1-2 Subordinate 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 1-2 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 I-M1 Certificates will be LIBOR plus 0.750%. For purposes
                of the
                REMIC Provisions, the reference to “Pool 1-2 Subordinate Net Funds Cap” in
                clause (ii) of the preceding sentence shall be deemed to be a reference
                to
                the Pool 1-2 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 1-2 Subordinate Net Funds Cap, the amount of interest that would
                have
                been payable on such Certificates if the Pool 1-2 REMIC Net Funds
                Cap were
                substituted for the Pool 1-2 Subordinate 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.

            


    

     

    
      	 	
              (20)

            	
              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 0.500% and (ii) the Pool
                1-2 Subordinate 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 1-2 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 I-M2 Certificates will be LIBOR plus 0.750%. For purposes
                of the
                REMIC Provisions, the reference to “Pool 1-2 Subordinate Net Funds Cap” in
                clause (ii) of the preceding sentence shall be deemed to be a reference
                to
                the Pool 1-2 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 1-2 Subordinate Net Funds Cap, the amount of interest that would
                have
                been payable on such Certificates if the Pool 1-2 REMIC Net Funds
                Cap were
                substituted for the Pool 1-2 Subordinate 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.

            


    

     

    
      	 	
              (21)

            	
              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 0.800% and (ii) the Pool
                1-2 Subordinate 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 1-2 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 I-M3 Certificates will be LIBOR plus 1.200%. For purposes
                of the
                REMIC Provisions, the reference to “Pool 1-2 Subordinate Net Funds Cap” in
                clause (ii) of the preceding sentence shall be deemed to be a reference
                to
                the Pool 1-2 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 1-2 Subordinate Net Funds Cap, the amount of interest that would
                have
                been payable on such Certificates if the Pool 1-2 REMIC Net Funds
                Cap were
                substituted for the Pool 1-2 Subordinate 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.

            


    

     


    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    


    

      
        	 	
                (22)

              	
                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
                  1-2 Subordinate 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 1-2 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 I-M4 Certificates will be LIBOR plus 1.500%. For purposes
                  of the
                  REMIC Provisions, the reference to “Pool 1-2 Subordinate Net Funds Cap” in
                  clause (ii) of the preceding sentence shall be deemed to be a reference
                  to
                  the Pool 1-2 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 1-2 Subordinate Net Funds Cap, the amount of interest that
                  would have
                  been payable on such Certificates if the Pool 1-2 REMIC Net Funds
                  Cap were
                  substituted for the Pool 1-2 Subordinate 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.

              


      

       

      
        	 	
                (23)

              	
                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 1.500% and (ii) the Pool
                  1-2 Subordinate 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 1-2 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 I-M5 Certificates will be LIBOR plus 2.250%. For purposes
                  of the
                  REMIC Provisions, the reference to “Pool 1-2 Subordinate Net Funds Cap” in
                  clause (ii) of the preceding sentence shall be deemed to be a reference
                  to
                  the Pool 1-2 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 1-2 Subordinate Net Funds Cap, the amount of interest that
                  would have
                  been payable on such Certificates if the Pool 1-2 REMIC Net Funds
                  Cap were
                  substituted for the Pool 1-2 Subordinate 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.

              


      

       

      
        	 	
                (24)

              	
                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 1.700% and (ii) the Pool
                  1-2 Subordinate 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 1-2 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 I-M6 Certificates will be LIBOR plus 2.550%. For purposes
                  of the
                  REMIC Provisions, the reference to “Pool 1-2 Subordinate Net Funds Cap” in
                  clause (ii) of the preceding sentence shall be deemed to be a reference
                  to
                  the Pool 1-2 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 1-2 Subordinate Net Funds Cap, the amount of interest that
                  would have
                  been payable on such Certificates if the Pool 1-2 REMIC Net Funds
                  Cap were
                  substituted for the Pool 1-2 Subordinate 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.

              


      

       

      
        	 	
                (25)

              	
                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 1.700% and (ii) the Pool
                  1-2 Subordinate 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 1-2 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 I-M7 Certificates will be LIBOR plus 2.550%. For purposes
                  of the
                  REMIC Provisions, the reference to “Pool 1-2 Subordinate Net Funds Cap” in
                  clause (ii) of the preceding sentence shall be deemed to be a reference
                  to
                  the Pool 1-2 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 1-2 Subordinate Net Funds Cap, the amount of interest that
                  would have
                  been payable on such Certificates if the Pool 1-2 REMIC Net Funds
                  Cap were
                  substituted for the Pool 1-2 Subordinate 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.

              


      

       




    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    


    



    
      	 	
              (26)

            	
              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 1.700% and (ii) the Pool
                1-2 Subordinate 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 1-2 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 I-M8 Certificates will be LIBOR plus 2.550%. For purposes
                of the
                REMIC Provisions, the reference to “Pool 1-2 Subordinate Net Funds Cap” in
                clause (ii) of the preceding sentence shall be deemed to be a reference
                to
                the Pool 1-2 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 1-2 Subordinate Net Funds Cap, the amount of interest that would
                have
                been payable on such Certificates if the Pool 1-2 REMIC Net Funds
                Cap were
                substituted for the Pool 1-2 Subordinate 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.

            


    

     

    
      	 	
              (27)

            	
              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 1.700% and (ii) the Pool
                1-2 Subordinate 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 1-2 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 I-M9 Certificates will be LIBOR plus 2.550%. For purposes
                of the
                REMIC Provisions, the reference to “Pool 1-2 Subordinate Net Funds Cap” in
                clause (ii) of the preceding sentence shall be deemed to be a reference
                to
                the Pool 1-2 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 1-2 Subordinate Net Funds Cap, the amount of interest that would
                have
                been payable on such Certificates if the Pool 1-2 REMIC Net Funds
                Cap were
                substituted for the Pool 1-2 Subordinate 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.

            


    

     

    
      	 	
              (28)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class I-M10 Certificates is the per
                annum
                rate equal to the lesser of (i) LIBOR plus 1.700% and (ii) the Pool
                1-2 Subordinate 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 1-2 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 I-M10 Certificates will be LIBOR plus 2.550%. For purposes
                of
                the REMIC Provisions, the reference to “Pool 1-2 Subordinate Net Funds
                Cap” in clause (ii) of the preceding sentence shall be deemed to be a
                reference to the Pool 1-2 REMIC Net Funds Cap. For any Distribution
                Date
                on which the Certificate Interest Rate for the Class I-M10 Certificates
                is
                based on the Pool 1-2 Subordinate Net Funds Cap, the amount of interest
                that would have been payable on such Certificates if the Pool 1-2
                REMIC
                Net Funds Cap were substituted for the Pool 1-2 Subordinate Net Funds
                Cap
                over the amount actually payable thereon shall be treated as having
                been
                paid to the owners of the Class I-M10 Certificates and then deposited
                by
                such owners into the Supplemental Interest Trust pursuant to Section
                10.01(n) hereof.

            


    

     

    
      	 	
              (29)

            	
              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 6.030%, provided,
                that if the Mortgage Loans in Pool 3 and related property are not
                purchased pursuant to Section 7.01(b) on the Pool 3 Initial Optional
                Termination Date, then with respect to each subsequent Distribution
                Date
                the per annum rate calculated pursuant to clause (i) above with respect
                to
                the Class II-M1 Certificates will be 6.530%. 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 3 REMIC Net Funds Cap. On any Distribution Date on which
                the
                Certificate Interest Rate for this Class of Certificates exceeds
                the Pool
                3 REMIC Net Funds Cap, interest accruals based on such excess shall
                be
                treated as having been paid from the Pool 3 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 3 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
                3 Basis Risk Reserve Fund, all pursuant to and as further provided
                in
                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-M2 Certificates is the per
                annum
                rate equal to 6.110%, provided,
                that if the Mortgage Loans in Pool 3 and related property are not
                purchased pursuant to Section 7.01(b) on the Pool 3 Initial Optional
                Termination Date, then with respect to each subsequent Distribution
                Date
                the per annum rate calculated pursuant to clause (i) above with respect
                to
                the Class II-M2 Certificates will be 6.610%. 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 3 REMIC Net Funds Cap. On any Distribution Date on which
                the
                Certificate Interest Rate for this Class of Certificates exceeds
                the Pool
                3 REMIC Net Funds Cap, interest accruals based on such excess shall
                be
                treated as having been paid from the Pool 3 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 3 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
                3 Basis Risk Reserve Fund, all pursuant to and as further provided
                in
                Section 10.01(n) hereof.

            


    

     


    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    


    



    
      	 	
              (31)

            	
              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 6.270%, provided,
                that if the Mortgage Loans in Pool 3 and related property are not
                purchased pursuant to Section 7.01(b) on the Pool 3 Initial Optional
                Termination Date, then with respect to each subsequent Distribution
                Date
                the per annum rate calculated pursuant to clause (i) above with respect
                to
                the Class II-M3 Certificates will be 6.770%. 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 3 REMIC Net Funds Cap. On any Distribution Date on which
                the
                Certificate Interest Rate for this Class of Certificates exceeds
                the Pool
                3 REMIC Net Funds Cap, interest accruals based on such excess shall
                be
                treated as having been paid from the Pool 3 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 3 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
                3 Basis Risk Reserve Fund, all pursuant to and as further provided
                in
                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-M4 Certificates is the per
                annum
                rate equal to 6.510%, provided,
                that if the Mortgage Loans in Pool 3 and related property are not
                purchased pursuant to Section 7.01(b) on the Pool 3 Initial Optional
                Termination Date, then with respect to each subsequent Distribution
                Date
                the per annum rate calculated pursuant to clause (i) above with respect
                to
                the Class II-M4 Certificates will be 7.010%. 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 3 REMIC Net Funds Cap. On any Distribution Date on which
                the
                Certificate Interest Rate for this Class of Certificates exceeds
                the Pool
                3 REMIC Net Funds Cap, interest accruals based on such excess shall
                be
                treated as having been paid from the Pool 3 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 3 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
                3 Basis Risk Reserve Fund, all pursuant to and as further provided
                in
                Section 10.01(n) hereof.

            


    

     

    
      	 	
              (33)

            	
              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 6.620%, provided,
                that if the Mortgage Loans in Pool 3 and related property are not
                purchased pursuant to Section 7.01(b) on the Pool 3 Initial Optional
                Termination Date, then with respect to each subsequent Distribution
                Date
                the per annum rate calculated pursuant to clause (i) above with respect
                to
                the Class II-M5 Certificates will be 7.120%. 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 3 REMIC Net Funds Cap. On any Distribution Date on which
                the
                Certificate Interest Rate for this Class of Certificates exceeds
                the Pool
                3 REMIC Net Funds Cap, interest accruals based on such excess shall
                be
                treated as having been paid from the Pool 3 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 3 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
                3 Basis Risk Reserve Fund, all pursuant to and as further provided
                in
                Section 10.01(n) hereof.

            


    

     

    
      	 	
              (34)

            	
              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 6.830%, provided,
                that if the Mortgage Loans in Pool 3 and related property are not
                purchased pursuant to Section 7.01(b) on the Pool 3 Initial Optional
                Termination Date, then with respect to each subsequent Distribution
                Date
                the per annum rate calculated pursuant to clause (i) above with respect
                to
                the Class II-M6 Certificates will be 7.330%. 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 3 REMIC Net Funds Cap. On any Distribution Date on which
                the
                Certificate Interest Rate for this Class of Certificates exceeds
                the Pool
                3 REMIC Net Funds Cap, interest accruals based on such excess shall
                be
                treated as having been paid from the Pool 3 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 3 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
                3 Basis Risk Reserve Fund, all pursuant to and as further provided
                in
                Section 10.01(n) hereof.

            


    

     

    
      	 	
              (35)

            	
              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 7.000%, provided,
                that if the Mortgage Loans in Pool 3 and related property are not
                purchased pursuant to Section 7.01(b) on the Pool 3 Initial Optional
                Termination Date, then with respect to each subsequent Distribution
                Date
                the per annum rate calculated pursuant to clause (i) above with respect
                to
                the Class II-M7 Certificates will be 7.500%. 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 3 REMIC Net Funds Cap. On any Distribution Date on which
                the
                Certificate Interest Rate for this Class of Certificates exceeds
                the Pool
                3 REMIC Net Funds Cap, interest accruals based on such excess shall
                be
                treated as having been paid from the Pool 3 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 3 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
                3 Basis Risk Reserve Fund, all pursuant to and as further provided
                in
                Section 10.01(n) hereof.

            


    

     

    
      	 	
              (36)

            	
              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 7.000%, provided,
                that if the Mortgage Loans in Pool 3 and related property are not
                purchased pursuant to Section 7.01(b) on the Pool 3 Initial Optional
                Termination Date, then with respect to each subsequent Distribution
                Date
                the per annum rate calculated pursuant to clause (i) above with respect
                to
                the Class II-M8 Certificates will be 7.500%. 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 3 REMIC Net Funds Cap. On any Distribution Date on which
                the
                Certificate Interest Rate for this Class of Certificates exceeds
                the Pool
                3 REMIC Net Funds Cap, interest accruals based on such excess shall
                be
                treated as having been paid from the Pool 3 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 3 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
                3 Basis Risk Reserve Fund, all pursuant to and as further provided
                in
                Section 10.01(n) hereof.

            


    

     

    
      	 	
              (37)

            	
              The
                Class 1-P Certificates will not bear interest at a stated rate. The
                Class
                1-P Certificates shall have a Class 1-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. 

            


    

     

    
      	 	
              (38)

            	
              The
                Class 2-P Certificates will not bear interest at a stated rate. The
                Class
                2-P Certificates shall have a Class 2-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.

            


    

     

    
      	 	
              (39)

            	
              The
                Class 3-P Certificates will not bear interest at a stated rate. The
                Class
                3-P Certificates shall have a Class 3-P Principal Amount equal to
                $100 and
                shall be entitled to receive all Prepayment Premiums paid with respect
                to
                the Mortgage Loans in Pool 3.

            


    

     

    
      	 	
              (40)

            	
              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 1-P Certificates to create the $100 Class 1-P Principal Amount
                and
                minus $100.00 allocated to the Class 2-P Certificates to create the
                $100
                Class 2-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 1-2
                Basis
                Risk Reserve Fund and an interest in the notional principal contracts
                described in Section 10.01(n) hereof. The Class I-SX Component of
                the
                Class I-X Certificates shall represent beneficial ownership of the
                Group I
                Swap Agreement and the Group Swap Account. The Class I-CX Component
                of the
                Class I-X Certificates shall represent beneficial ownership of the
                Group I
                Interest Rate Cap Agreement and the Group I Interest Rate Cap
                Account.

            


    

     


    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    



    
      	 	
              (41)

            	
              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 MT2-X interest minus $100.00 allocated
                to the
                Class 3-P Certificates to create the $100 Class 3-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 3 Basis Risk Reserve Fund and an interest in the notional principal
                contracts described in Section 10.01(n) hereof. The Class II-CX Component
                of the Class II-X Certificates shall represent beneficial ownership
                of the
                Group II Interest Rate Cap Agreement and the Group II Interest Rate
                Cap
                Account.

            


    

     

    
      	 	
              (42)

            	
              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 the
                Upper-Tier REMIC I, as well as ownership of the Class LT1-R, MTIA-R
                and
                Class MTIB-R Interests.

            


    

     

    
      	 	
              (43)

            	
              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 the
                Upper-Tier REMIC II, as well as ownership of the Class LT2-R and
                Class
                MT2-R Interests.

            


    

     

    
      	 	
              (44)

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

            


    

     

    
      	 	
              (45)

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

            


    

     

    
      	 	
              (46)

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

            


    

     


    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    


    


     

    As
      of the
      Cut-off Date, the Mortgage Loans had an aggregate Scheduled Principal Balance
      of
      $1,646,933,979.

    


    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).

    


    A2(1)
      Components:
      The
      components of the Class A2 Certificates in respect of Pool 1.

    


    A2(2)
      Components:
      The
      components of the Class A2 Certificates in respect of Pool 2.

    


    A3(1)
      Components:
      The
      components of the Class A3 Certificates in respect of Pool 1.

    


    A3(2)
      Components:
      The
      components of the Class A3 Certificates in respect of Pool 2.

    


    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 any of the Class A2, Class A3, Class 2-A1,
      Class 2-AIO, Class 3-A1, Class 3-A3-2 and the Class 3-A3-3 Certificates and
      the
      Group I Subordinate Certificates, the period beginning on the immediately
      preceding Distribution Date (or, in the case of the first Accrual Period on
      April 25, 2007) and ending on the day immediately preceding the related
      Distribution Date (in the case of the Class 3-A3-2 and Class 3-A3-3
      Certificates, assuming a 30-day calendar month). With respect to any
      Distribution Date and the Class 1-A1, Class 3-A2, Class 3-A3-1, Class 3-A4,
      Class 3-A5, Class 3-A6, Class 3-A7 and Class 3-AIO Certificates and the Group
      II
      Subordinate Certificates, the calendar month preceding the month of such
      Distribution Date. With respect to any Distribution Date and the Class I-X
      Certificates and the Class II-X Certificates (or the components thereof) and
      each Lower-Tier or Middle-Tier Interest, the calendar month preceding the month
      of such Distribution Date. The Class 1-P, Class 2-P and Class 3-P Certificates
      will not accrue interest.

    



    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    


    


    


    Act:
      As
      defined in Section 3.03(c).

    


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

    


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

    


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

    


    Additional
      Termination Event:
      As
      defined in the Swap Agreement.

    


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

    

      Adjusted
        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 Lower-Tier Interest in Lower-Tier
        REMIC II (other than the Class LT2-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 LT2-Q Interest to a cap of 0.00%, by subjecting the rate on the
        Class
        LT2-3-A1, Class LT2-3-A2, Class LT2-3-A3-1, Class LT2-3-A3-2, Class LT2-A4
        and
        Class LT2-A5 Certificates to a cap equal to the interest rate of the Middle-Tier
        REMIC II Interest with the same Corresponding Class of Certificates or
        Components, 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 3 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.

      

        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-2-A1, Class MTIA-A2(2) and Class MTIA-A3(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 1-2 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.

        
        

      

    

    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.

    



    
      
        
        

      

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

    


    Affected
      Party:
      As
      defined in the Swap Agreement.

    


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

    


    Aggregate
      Expense Rate:
      With
      respect to any Mortgage Loan, the sum of the related Servicing Fee Rate and
      the
      applicable Insurance Fee Rate, in the case of any Mortgage Loan covered by
      a
      Bulk PMI Policy or a LPMI Policy.

    


    Aggregate
      Loan Balance:
      As of
      any date of determination, the aggregate of the Scheduled Principal Balances
      of
      all Mortgage Loans in Pool 1, Pool 3 and Pool 3.

    


    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:
      The
      Pool 1-2 Applied Loss Amount and Pool 3 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.

    



    
      
        
        

      

      
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    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.

    


    Available
      Basis Risk Amount:
      For any
      Distribution Date and the Offered Certificates, the product of:

    


    (a) the
      excess, if any of (1) the weighted average of the Interest Rates on the Group
      II
      Certificates computed without regard to the Pool 3 Net Funds Cap, weighted
      based
      on the relative Class Principal Amounts for each class of the Group II
      Certificates, over (2) the Pool 3 Net Funds Cap, and

    


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

    


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

    


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

    


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

    


    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, 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.

       

    

    



    
      
        
        

      

      
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    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.

    


    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 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
      Agreements:
      Each of
      the Group I Cap Agreement and the Class 3-A1 Cap Agreement.

    


    Cap
      Counterparty:
      The
      counterparty to the Supplemental Interest Trust under the Group I Cap Agreement
      and to the Trust Fund under the Class 3-A1 Cap Agreement, and any successor
      in
      interest or assigns. Initially, the Cap Counterparty shall be HSBC Bank USA,
      National Association.

    


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

    


    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. AB1079BE, 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.

    



    
      
        
        

      

      
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    Certificate
      Insurance Premium:
      With
      respect to any Distribution Date and the Insured Certificates, an amount equal
      to 1/12th of the product of (a) the aggregate Class Principal Amount of the
      Class 3-A1, Class 3-A2, Class 3-A3-1, Class 3-A3-2, Class 3-A4 and Class 3-A5
      Certificates as of such Distribution Date (prior to giving effect to any
      distributions thereon on such Distribution Date) and (b) the 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).

    


    Certificate
      Interest Rate:
      With
      respect to each Class of Certificates and the Class I Components 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 any
        Offered Certificates (other than the Class 2-AIO, Class 3-A3-3 and Class
        3-AIO
        Certificates) as of any Distribution Date, its initial Certificate Principal
        Amount as of the Closing Date, as reduced by all amounts previously distributed
        on that Certificate in respect of principal prior to such Distribution Date,
        as
        reduced by, in the case of any Group I Certificates, any Pool 1-2 Applied
        Loss
        Amount and in the case of any Group II Certificates, any Pool 3 Applied Loss
        Amount, as applicable, previously allocated thereto; provided,
        however,
        that on
        each Distribution Date on which a Subsequent Recovery is distributed, the
        Certificate Principal Amount of any Class of Group I Certificates (other
        than
        the Class 2-AIO Certificates) whose Certificate Principal Amount has previously
        been reduced by application of a Pool 1-2 Applied Loss Amount and the
        Certificate Principal Amount of any Class of Group II Certificates (other
        than
        the Class 3-A3-3 and Class 3-AIO Certificates) whose Certificate Principal
        Amount has previously been reduced by application of a Pool 3 Applied Loss
        Amount, 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 Distribution Date and (2) the total
        amount of any Subsequent Recovery distributed on such Distribution Date to
        such
        Certificateholders, after application (for this purpose) to any more senior
        Classes of such Certificates; 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-LT-R, Class II-LT-R, Class I-R and Class II-R Certificates
        are issued without Certificate Principal Amounts. The Class 1-P Certificates
        are
        issued with an initial Class 1-P Principal Amount of $100. The Class 2-P
        Certificates are issued with an initial Class 2-P Principal Amount of $100.
        The
        Class 3-P Certificates are issued with an initial Class 3-P Principal Amount
        of
        $100.

       

    

    



    
      
        
        

      

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

    


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

    


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

    


    Class:
      All
      Certificates and, in the case of each of REMIC I formed hereby, all Lower-Tier
      Interests therein bearing the same Class designation.

    


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

    


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

    


    Class
      3-A1 Cap Account:
      The
      account created pursuant to Section 5.07(b). 


    

      Class
        3-A1 Cap Agreement:
        The
        interest rate cap agreement dated as of May 11, 2007, entered into between
        the
        Trustee, for the benefit of the Class 3-A1 Certificates, and the Cap
        Counterparty, which agreement provides for the monthly payment specified
        therein
        for deposit into the Class 3-A1 Cap Account (for the benefit of the Class
        3-A1
        Certificates) commencing with the Distribution Date in March 2008 and
        terminating in (but including the Distribution Date in) May 2012, by the
        Cap
        Counterparty, but subject to the conditions set forth therein, including
        the
        1992 ISDA Master Swap Agreement (Multi-Currency Cross Border), together with
        any
        schedules, confirmations, Credit Support Annex or other agreements relating
        thereto, attached hereto as Exhibit N-3.

       




    
      
        
        

      

      
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    Class
      3-A1 Cap Amount:
      With
      respect to each Distribution Date, the amount of any Class 3-A1 Cap Payment
      deposited into the Class 3-A1 Cap Account, and any investment earnings
      thereon.

    


    Class
      3-A1 Cap Payment:
      With
      respect to each Distribution Date, any payment required to be made by the Cap
      Counterparty to the Trust Fund pursuant to the terms of the Class 3-A1 Cap
      Agreement.

    


    Class
      3-A1 Cap Replacement Receipts:
      As
      defined in Section 5.10(b).

    


    Class
      3-A1 Cap Replacement Receipts Account:
      As
      defined in Section 5.10(b).

    


    Class
      3-A1 Cap Termination Payment:
      Upon
      the designation of an “Early Termination Date” as defined in the Class 3-A1 Cap
      Agreement, the payment required to be made by the Cap Counterparty to the Trust
      Fund pursuant to the terms of the Class 3-A1 Cap Agreement, and any unpaid
      amounts due on previous Cap Payment Dates and accrued interest thereon as
      provided in the Class 3-A1 Cap Agreement, as calculated by the Cap Counterparty
      and furnished to the Trustee.

    


    Class
      3-A1 Cap Termination Receipts:
      As
      defined in Section 5.10(b).

    


    Class
      3-A1 Cap Termination Receipts Account:
      As
      defined in Section 5.09(b).

    


    Class
      3-A1 Collateral Account:
      The
      account maintained by the Trustee in accordance with the provisions of Section
      5.07(c).

    


    Class
      3-A5 Percentage:
      For any
      Distribution Date and the Class 3-A5 Certificates, the lesser of (a) 100% and
      (b) the percentage obtained by dividing (x) the Class Principal Amount of the
      Class 3-A5 Certificates immediately prior to such date, by (y) the aggregate
      of
      the Class Principal Amounts of the Pool 3 Senior Certificates (other than any
      Interest-Only Certificates and the Class 3-A6 and Class 3-A7
      Certificates).

    


    Class
      3-A5 Priority Amount:
      For any
      Distribution Date and the Class 3-A5 Certificates, the least of (i) the Class
      Principal Amount of the Class 3-A5 Certificates immediately prior to such
      Distribution Date, (ii) the product of (x) the product of (I) the Pool 3 Senior
      Principal Distribution Amount and (II) a fraction, the numerator of which is
      the
      Class Principal Balance of the Class 3-A1, Class 3-A2, Class 3-A3-1, Class
      3-A3-2, Class 3-A4 and Class 3-A5 Certificates, and the denominator of which
      is
      the aggregate Class Principal Balance of the Pool 3 Senior Certificates (other
      than any Interest-Only Certificates), (y) the Class 3-A5 Percentage for such
      date and (z) the Class 3-A5 Shift Percentage for such date and (iii) the Pool
      3
      Senior Principal Distribution Amount; provided, however, that if prior to such
      Distribution Date the Class Principal Amount of the Pool 3 Senior Certificates
      (other than the Class 3-A5 Certificates) has been reduced to zero, the Class
      3-A5 Priority Amount will equal 100% of the Pool 3 Senior Principal Distribution
      Amount.

    


    Class
      3-A5 Shift Percentage:
      For any
      Distribution Date during the three years beginning on the first Distribution
      Date, 0%; and thereafter, for any Distribution Date occurring on or after the
      third anniversary of the first Distribution Date, as follows: for any
      Distribution Date in the first year and second year thereafter, 45%; for any
      Distribution Date in the third year thereafter, 80%; for any Distribution Date
      in the fourth year thereafter, 100%; and for any subsequent Distribution Date,
      300%.

    



    
      
        
        

      

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

    


    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 ownership of the residual interest in Pooling REMIC
      I.

    


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

    


    Class
      I-X Distributable Amount:
      With
      respect to any Distribution Date, the amount of interest that has accrued on
      the
      Class I-X Notional Balance (as described in the Preliminary Statement in
      footnote 40 under the caption “The Certificates”) but that has not been
      distributed prior to such date. In addition, such amount shall include the
      initial Class I-X Principal Amount to the extent such amount has not been
      distributed on an earlier Distribution Date as part of the Pool 1-2 Aggregate
      Overcollateralization Release Amount.

    


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

    


    Class
      I-XS Component Principal Amount:
      As of
      the Closing Date, $17,658,237.01.

    


    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 ownership of the residual interest in Pooling REMIC
      II.

    


    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 LT2-R and Class MT2-R
      Interests.

    

      Class
        II-X Distributable Amount:
        With
        respect to any Distribution Date, the amount of interest that has accrued
        on the
        Class II-X Notional Balance (as described in the Preliminary Statement in
        footnote 41 under the Caption “The Certificates”) but that has not been
        distributed prior to such date. In addition, such amount shall include the
        initial Class II-XS Principal Amount to the extent that such amount has not
        been
        distributed on an earlier Distribution Date as part of the Pool 3
        Overcollateralization Release Amount.

       

      Class
        II-X Notional Balance:
        With
        respect to any Distribution Date (and the related Accrued Period), the aggregate
        of the principal balances of the Lower-Tier Interests in Lower-Tier REMIC
        II, as
        described in the Preliminary Statement.

       

    

     


    
      
        
        

      

      
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    Class
      II-XS Component Principal Amount:
      As of
      the Closing Date, $17,191,542.41.

    
    

    Class
      I Components:
      Any of
      the Class I Components of the Class 2-AIO, Class 3-A3-3 or Class 3-AIO
      Certificates.

    


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

    

      Class
        Notional Amount:
        For
        the
        Class 2-AIO Certificates and any Distribution Date, the Class Notional Amount
        of
        the Class 2-AIO Certificates (and the Class I Component thereof) will be
        equal
        to aggregate Class Principal Amounts of the Group 2 Senior Certificates
        immediately preceding such Distribution Date. For the Class 3-A3-3 Certificates
        and any Distribution Date, the Class Notional Amount of the Class 3-A3-3
        Certificates (and the Class I Component thereof) will be equal to aggregate
        Class Principal Amount of the Class 3-A3-2 Certificates immediately preceding
        such Distribution Date. For the Class 3-AIO Certificates and any Distribution
        Date, the Class Notional Amount of the Class 3-AIO Certificates (and the
        Class I
        Component thereof) will be equal to aggregate Class Principal Amounts of
        the
        Group 3 Senior Certificates immediately preceding such Distribution
        Date.

      
      

    

    Class
      P Components:
      Any of
      the Class P Components of the Class 2-AIO, Class 3-A3-3 or Class 3-AIO
      Certificates.

    


    Class
      Principal Amount:
      With
      respect to each Class of Offered Certificates and any date of determination,
      the
      aggregate of the Certificate Principal Amounts (or related Percentage Interest
      therein aggregating to 100%) of all Certificates of such Class on such date
      of
      determination. With respect to the Class 1-P Certificate, the Class 1-P
      Principal Amount. With respect to the Class 2-P Certificate, the Class 2-P
      Principal Amount. With respect to the Class 3-P Certificate, the Class 3-P
      Principal Amount. With
      respect to the Class I-LT-R, Class II-LT-R, Class I-R and Class II-R
      Certificates, zero. With respect to the Class I-X, Class II-X, the Class I-X
      Principal Amount and the Class II-X Principal Amount, respectively.

    


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

    


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

    


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

    


    Closing
      Date:
      May 11,
      2007.

    



    
      
        
        

      

      
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    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 I Collateral Account or the Class 3-A1 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 May 11, 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:
      Each of
      the Class 2-AIO, Class 3-A3-3 and Class 3-AIO Certificates shall be issued
      in
      two non-severable Components: the Class I and Class P Components. The Class
      I
      Components shall be issued with a Certificate Interest Rate and Class Notional
      Amount; the Class P Components shall not be issued with either a Certificate
      Interest Rate or a balance but shall evidence the right to receive distributions
      pursuant to Section 5D.02(g). 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 Section 5A.02(e)(viii), Section
      5A.02(f)(ix) and Section 5A.02(g)(xii), respectively. The Class II-X Certificate
      shall be issued in three 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 5B.02(d)(viii), Section
      5B.02(e)(iii) and Section 5B.02(f)(xii), respectively.

    


    Component
      Interest Rate:
      Not
      applicable.

    


    Component
      Principal Amount:
      For any
      component of the Class A2 or Class A3 Certificates as of any Distribution Date,
      its initial Component Principal Amount as of the Closing Date, as reduced by
      all
      amounts previously distributed on that component in respect of principal prior
      to such Distribution Date, as reduced by any Pool 1-2 Applied Loss Amount
      previously allocated thereto; provided,
      however,
      that on
      each Distribution Date on which a Subsequent Recovery is distributed, the
      Component Principal Amount of any component of whose Component Principal Amount
      has previously been reduced by application of a Pool 1-2 Applied Loss Amount
      will be increased by an amount (to be applied pro rata to all components and
      Group I Senior Certificates) equal to the lesser of (1) any Deferred Amount
      for
      each such component immediately prior to such Distribution Date and (2) the
      total amount of any Subsequent Recovery distributed on such Distribution Date
      to
      such components.

    



    
      
        
        

      

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

    


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

    


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

    


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

    


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

    


    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 2007-6
      or
      any such other address as the Trustee may designate from time to time by notice
      to the Certificateholders, the Depositor and the Master Servicer.

    


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

    



    
      
        
        

      

      
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    Credit
      Support Annex:
      Each
      credit support annex to the Swap Agreement and the Cap Agreements dated as
      of
      May 11, 2007, between the Supplemental Interest Trust, or the Trust Fund, and
      the Swap Counterparty and 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.

    


    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, U.S. Bank National Association
      and
      Wells Fargo Bank, N.A.

    


    Cut-off
      Date:
      April
      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 Loan as of the Cut-off
      Date.

    


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

    


    Defaulting
      Party:
      As
      defined in the Swap Agreement.

    


    Deferred
      Amount:
      With
      respect to any Distribution Date and the Group 1 Senior Certificates, the Group
      2 Senior Certificates and the Group I Subordinate Certificates, the aggregate
      of
      Pool 1-2 Applied Loss Amounts previously applied in reduction of the Certificate
      Principal Amount of such Group 1 Senior Certificate, the Group 2 Senior
      Certificate and the Group I Subordinate Certificate, less (i) any amounts
      previously reimbursed in respect thereto and (ii) the amount by which the
      Certificate Principal Amount of such Group 1 Senior Certificate, the Group
      2
      Senior Certificate and the Group I Subordinate Certificate has been increased
      due to any Subsequent Recovery. With respect to any Distribution Date and each
      Group II Certificate, the aggregate Pool 3 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 II 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.

    



    
      
        
        

      

      
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    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.

    


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

    


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

    


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

    


    Distressed
      Mortgage Loan:
      Any
      Mortgage Loan that at the date of determination is Delinquent in payment for
      a
      period of 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 May 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.

    



    
      
        
        

      

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

    


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

    


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

    


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

    


    (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;

    



    
      
        
        

      

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

    


    (vi) a
      Qualified GIC;

    


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

    


    (viii) any
      other
      demand, money market, 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.

    



    
      
        
        

      

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

    


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

    


    ERISA-Restricted
      Certificate:
      Any
      Class 1-P, Class 2-P, Class 3-P Class I-LT-R, Class II-LT-R, Class I-R, Class
      II-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 I Certificate (other than the Class 1-A1 and the Class 2-AIO
      Certificate).

    


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

    


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

    


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

    


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

    


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

    


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

    


    Excluded
      Trust Assets:
      As
      described in the Preliminary Statement. 

    


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

    


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

    


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

    


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

    



    
      
        
        

      

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

    


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

    


    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.

    


    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 Components:
      The
      A2(1) and A3(1) Components.

    


    Group
      1 Monthly Excess Cashflow Percentage:
      For any
      Distribution Date, a fraction (expressed as a percentage) the numerator of
      which
      is the Pool 1 Monthly Excess Cashflow for such Distribution Date and the
      denominator of which is Pool 1-2 Monthly Excess Cashflow for such Distribution
      Date.

    


    Group
      1 Senior Certificates:
      Collectively, the Class 1-A1 Certificates and the Group 1
      Components.

    


    Group
      1 Senior Priority:
      The
      priority set forth in Section 5A.02(d)(i)(A)(3).

    


    Group
      2 Components:
      The
      A2(2) and A3(2) Components

    



    
      
        
        

      

      
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    Group
      2 Monthly Excess Cashflow Percentage:
      For any
      Distribution Date, a fraction (expressed as a percentage) the numerator of
      which
      is the Pool 2 Monthly Excess Cashflow for such Distribution Date and the
      denominator of which is Pool 1-2 Monthly Excess Cashflow for such Distribution
      Date.

    


    Group
      2 Senior Certificates:
      Collectively, the Class 2-A1 and Class 2-AIO Certificates and the Group 2
      Components.

    


    Group
      2 Senior Priority:
      The
      priority set forth in Section 5A.02(d)(i)(B)(3).

    


    Group
      3 Senior Certificates:
      The
      Class 3-A1, Class 3-A2, Class 3-A3-1, Class 3-A3-2, Class 3-A3-3, Class 3-A4,
      Class 3-A5, Class 3-A6, Class 3-A7 and Class 3-AIO Certificates.

    


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

    


    Group
      I Cap Agreement:
      The
      interest rate cap agreement dated as of May 11, 2007, entered into between
      the
      Trustee on behalf of the Supplemental Interest Trust (for the benefit of the
      Certificateholders of the Group I Certificates (other than the Class 1-A1 and
      Class 2-AIO Certificates)) and the Cap Counterparty, which agreement provides
      for the monthly payment specified therein, to the Supplemental Interest Trust
      for deposit into the Group I Cap Account (for the benefit of the
      Certificateholders of the Group I Certificates (other than the Class 1-A1 and
      Class 2-AIO Certificates)) commencing with the Distribution Date in June 2008
      and terminating in (but including the Distribution Date in) March 2012, by
      the
      Cap Counterparty, but subject to the conditions set forth therein, including
      the
      1992 ISDA Master Swap Agreement (Multi-Currency Cross Border), together with
      any
      schedules, confirmations, Credit Support Annex or other agreements relating
      thereto, attached hereto as Exhibit N-2.

    


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

    


    Group
      I 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 I Cap Agreement.

    


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

    


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

    


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

    


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

    


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

    



    
      
        
        

      

      
        42

        
          

        

      

      
        
        

      

    


    


    


    Group
      I Certificates:
      Collectively, the Group 1 Senior Certificates, the Group 2 Senior Certificates
      and the Group I Subordinate Certificates.

    


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

    


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

    


    Group
      I 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
      I 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, Class I-M9 and Class I-M10
      Certificates.

    


    Group
      I Subordinate Priority:
      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, Class I-M9 and Class I-M10 Certificates, sequentially, in
      that
      order.

    


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

    


    Group
      I Swap Agreement:
      The
      interest rate swap agreement dated as of May 11, 2007, entered into between
      the
      Trustee on behalf of the Supplemental Interest Trust (for the benefit of the
      Holders of the Group I Certificates (other than the Class 1-A1 and Class 2-AIO
      Certificates)) 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 June 2007 and terminating in (but including the
      Distribution Date in) March 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
      I 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
      I
      Swap Account.

    


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

    


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

    


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

    


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

    


    Group
      II Certificates:
      The
      Class 3-A1, Class 3-A2, Class 3-A3-1, Class 3-A3-2, Class 3-A3-3, Class 3-A4,
      Class 3-A5, Class 3-A6, Class 3-A7, 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.

    



    
      
        
        

      

      
        43

        
          

        

      

      
        
        

      

    


    


    


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

    


    Group
      II 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 3, which principal assets back such notes.

    


    Group
      II 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 and Class II-M8 Certificates.

    


    Group
      II 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 and Class II-M8 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 Swap
      Counterparty, the Cap Counterparty or any Affiliate thereof shall be deemed
      not
      to be outstanding in determining whether the requisite percentage necessary
      to
      effect any such consent has been obtained, except that, in determining whether
      the Trustee shall be protected in relying upon any such consent, only
      Certificates which a Responsible Officer of the Trustee knows to be so owned
      shall be disregarded. The Trustee and any NIMS Insurer may request and
      conclusively rely on certifications by the Depositor, the Master Servicer,
      the
      Swap Counterparty, the Cap Counterparty or the applicable Servicer, in
      determining whether any Certificates are registered to an Affiliate of the
      Depositor, the Master Servicer, the Swap Counterparty, the Cap Counterparty
      or
      any Servicer, respectively. After a Section 7.01(d) Purchase Event, other than
      in Sections 5A.02(a) through (h), Sections 5B.02(a) through (g) and 11.03(a)
      and
      (b) and, 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 and 3.09 herein, all references in this
      Agreement to “Holder” or “Certificateholder” shall be deemed to be references to
      the LTURI-holder, as recorded on the books of the Certificate Registrar, as
      holder of the Pooling REMIC 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.

    


    I-CX
      Component:
      A
      component of the Class I-X Certificate entitled to receive distributions
      pursuant to Section 5A.02(f)(ix).

    


    I-M1
      Principal Distribution Amount:
      With
      respect to any Distribution Date on or after the Pool 1-2 Stepdown Date and
      as
      long as a Pool 1-2 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 1 Senior Certificates and Group 2 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.

    



    
      
        
        

      

      
        44

        
          

        

      

      
        
        

      

    


    


    


    I-M1
      Target Amount:
      With
      respect to any Distribution Date an amount equal to the lesser of (a) the
      product of (i) 76.80%
      and (ii) the Pool 1-2 Aggregate Loan Balance for such Distribution Date
      determined as of the last day of the related Collection Period immediately
      prior
      to such Distribution Date (after giving effect to any prepayments received
      during the related Prepayment Period) and (b) the amount, if any, by which
      (1)
      the Pool 1-2 Aggregate Loan Balance for such Distribution Date determined as
      of
      the last day of the related Collection Period exceeds (2) the Pool 1-2
      Overcollateralization Floor.

    


    I-M2
      Principal Distribution Amount:
      With
      respect to any Distribution Date on or after the Pool 1-2 Stepdown Date and
      as
      long as a Pool 1-2 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 1 Senior Certificates, Group 2 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 (i) 82.70% and (ii) the Pool 1-2 Aggregate Loan Balance for such
      Distribution Date determined as of the last day of the related Collection Period
      immediately prior to such Distribution Date (after giving effect to any
      prepayments received during the related Prepayment Period) and (b) the amount,
      if any, by which (1) the Pool 1-2 Aggregate Loan Balance for such Distribution
      Date determined as of the last day of the related Collection Period exceeds
      (2)
      the Pool 1-2 Overcollateralization Floor.

    


    I-M3
      Principal Distribution Amount:
      With
      respect to any Distribution Date on or after the Pool 1-2 Stepdown Date and
      as
      long as a Pool 1-2 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 1 Senior Certificates, Group 2 Senior
      Certificates and the Class I-M1 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 (i) 86.10% and (ii) the Pool 1-2 Aggregate Loan Balance for such
      Distribution Date determined as of the last day of the related Collection Period
      immediately prior to such Distribution Date (after giving effect to any
      prepayments received during the related Prepayment Period) and (b) the amount,
      if any, by which (1) the Pool 1-2 Aggregate Loan Balance for such Distribution
      Date determined as of the last day of the Collection Period exceeds (2) the
      Pool
      1-2 Overcollateralization Floor.

    


    I-M4
      Principal Distribution Amount:
      With
      respect to any Distribution Date on or after the Pool 1-2 Stepdown Date and
      as
      long as a Pool 1-2 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 1 Senior Certificates, Group 2 Senior
      Certificates and the Class I-M1, Class I-M2 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.

    



    
      
        
        

      

      
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    I-M4
      Target Amount:
      With
      respect to any Distribution Date an amount equal to the lesser of (a) the
      product of (i) 88.10% and (ii) the Pool 1-2 Aggregate Loan Balance for such
      Distribution Date determined as of the last day of the related Collection Period
      immediately prior to such Distribution Date (after giving effect to any
      prepayments received during the related Prepayment Period) and (b) the amount,
      if any, by which (1) the Pool 1-2 Aggregate Loan Balance for such Distribution
      Date determined as of the last day of the Collection Period exceeds (2) the
      Pool
      1-2 Overcollateralization Floor.

    


    I-M5
      Principal Distribution Amount:
      With
      respect to any Distribution Date on or after the Pool 1-2 Stepdown Date and
      as
      long as a Pool 1-2 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 1 Senior Certificates, Group 2 Senior
      Certificates and the Class I-M1, Class I-M2, Class I-M3 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 (i) 89.80% and (ii) the Pool 1-2 Aggregate Loan Balance for such
      Distribution Date determined as of the last day of the related Collection Period
      immediately prior to such Distribution Date (after giving effect to any
      prepayments received during the related Prepayment Period) and (b) the amount,
      if any, by which (1) the Pool 1-2 Aggregate Loan Balance for such Distribution
      Date determined as of the last day of the Collection Period exceeds (2) the
      Pool
      1-2 Overcollateralization Floor.

    


    I-M6
      Principal Distribution Amount:
      With
      respect to any Distribution Date on or after the Pool 1-2 Stepdown Date and
      as
      long as a Pool 1-2 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 1 Senior Certificates, Group 2 Senior
      Certificates and the Class I-M1, Class I-M2, Class I-M3, Class I-M4 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 (i) 91.50% and (ii) the Pool 1-2 Aggregate Loan Balance for such
      Distribution Date determined as of the last day of the related Collection Period
      immediately prior to such Distribution Date (after giving effect to any
      prepayments received during the related Prepayment Period) and (b) the amount,
      if any, by which (1) the Pool 1-2 Aggregate Loan Balance for such Distribution
      Date determined as of the last day of the Collection Period exceeds (2) the
      Pool
      1-2 Overcollateralization Floor.

    


    I-M7
      Principal Distribution Amount:
      With
      respect to any Distribution Date on or after the Pool 1-2 Stepdown Date and
      as
      long as a Pool 1-2 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 1 Senior Certificates, Group 2 Senior
      Certificates and the Class I-M1, Class I-M2, Class I-M3, Class I-M4, Class
      I-M5
      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.

    



    
      
        
        

      

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

    


    I-M8
      Principal Distribution Amount:
      With
      respect to any Distribution Date on or after the Pool 1-2 Stepdown Date and
      as
      long as a Pool 1-2 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 1 Senior Certificates, Group 2 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, 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 (i) 94.60% and (ii) the Pool 1-2 Aggregate Loan Balance for such
      Distribution Date determined as of the last day of the related Collection Period
      immediately prior to such Distribution Date (after giving effect to any
      prepayments received during the related Prepayment Period) and (b) the amount,
      if any, by which (1) the Pool 1-2 Aggregate Loan Balance for such Distribution
      Date determined as of the last day of the Collection Period exceeds (2) the
      Pool
      1-2 Overcollateralization Floor.

    


    I-M9
      Principal Distribution Amount:
      With
      respect to any Distribution Date on or after the Pool 1-2 Stepdown Date and
      as
      long as a Pool 1-2 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 1 Senior Certificates, Group 2 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, 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-M9 Target Amount.

    


    I-M9
      Target Amount:
      With
      respect to any Distribution Date an amount equal to the lesser of (a) the
      product of (i) 95.30% and (ii) the Pool 1-2 Aggregate Loan Balance for such
      Distribution Date determined as of the last day of the related Collection Period
      immediately prior to such Distribution Date (after giving effect to any
      prepayments received during the related Prepayment Period) and (b) the amount,
      if any, by which (1) the Pool 1-2 Aggregate Loan Balance for such Distribution
      Date determined as of the last day of the Collection Period exceeds (2) the
      Pool
      1-2 Overcollateralization Floor.

    


    I-M10
      Principal Distribution Amount:
      With
      respect to any Distribution Date on or after the Pool 1-2 Stepdown Date and
      as
      long as a Pool 1-2 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 1 Senior Certificates, Group 2 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, in each case
      after giving effect to distributions on such Distribution Date and (ii) the
      Class Principal Amount of the Class I-M10 Certificates immediately prior to
      such
      Distribution Date exceeds (y) the I-M10 Target Amount.

    



    
      
        
        

      

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

    


    I-SX
      Component:
      A
      component of the Class I-X Certificate entitled to receive distributions
      pursuant to Section 5A.02(g)(xii).

    


    I-XS
      Component:
      A
      component of the Class I-X Certificate entitled to receive distributions
      pursuant to Section 5A.02(e)(viii).

    


    II-CX
      Component:
      A
      component of the Class II-X Certificate entitled to receive distributions
      pursuant to Section 5B.02(e)(iii).

    


    II-M1
      Principal Distribution Amount:
      With
      respect to any Distribution Date on or after the Pool 3 Stepdown Date and as
      long as a Pool 3 Trigger Event is not in effect with respect to such
      Distribution Date, the amount, if any, by which (x) the sum of (i) the aggregate
      Class Principal Amount of the Group 3 Senior Certificates, in each case after
      giving effect to distributions on Pool 3 for 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 (i) 79.00% and (ii) the Pool Balance for Pool 3 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 for Pool 3 for such
      Distribution Date determined as of the last day of the related Collection Period
      exceeds (2) the Pool 3 Overcollateralization Floor.

    


    II-M2
      Principal Distribution Amount:
      With
      respect to any Distribution Date on or after the Pool 3 Stepdown Date and as
      long as a Pool 3 Trigger Event is not in effect with respect to such
      Distribution Date, the amount, if any, by which (x) the sum of (i) the aggregate
      Class Principal Amount of the Group 3 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.

    



    
      
        
        

      

      
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    II-M2
      Target Amount:
      With
      respect to any Distribution Date an amount equal to the lesser of (a) the
      product of (i) 84.60% and (ii) the Pool Balance for Pool 3 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 for Pool 3 for such
      Distribution Date determined as of the last day of the related Collection Period
      exceeds (2) the Pool 3 Overcollateralization Floor.

    


    II-M3
      Principal Distribution Amount:
      With
      respect to any Distribution Date on or after the Pool 3 Stepdown Date and as
      long as a Pool 3 Trigger Event is not in effect with respect to such
      Distribution Date, the amount, if any, by which (x) the sum of the aggregate
      Class Principal Amount of the Group 3 Senior Certificates and the Class II-M1
      and Class II-M2 Certificates, in each case after giving effect to distribution
      on such Distribution Date and (ii) the Class Principal Amount of the Class
      II-M3
      Certificates immediately prior to such Distribution Date exceeds (2) the
      II-M3 Target Amount.

    


    II-M3
      Target Amount:
      With
      respect to any Distribution Date an amount equal to the lesser of (a) the
      product of (i) 86.60% and (ii) the Pool Balance for Pool 3 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 for Pool 3 for such
      Distribution Date determined as of the last day of the related Collection Period
      exceeds (2) the Pool 3 Overcollateralization Floor.

    


    II-M4
      Principal Distribution Amount:
      With
      respect to any Distribution Date on or after the Pool 3 Stepdown Date and as
      long as a Pool 3 Trigger Event is not in effect with respect to such
      Distribution Date, the amount, if any, by which (x) the sum of the aggregate
      Class Principal Amount of the Group 3 Senior Certificates and the Class II-M1,
      Class II-M2 and Class II-M3 Certificates, in each case after giving effect
      to
      distribution on such Distribution Date and (ii) the Class Principal Amount
      of
      the Class II-M4 Certificates immediately prior to such Distribution Date exceeds
      (2) 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 (i) 88.60% and (ii) the Pool Balance for Pool 3 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 for Pool 3 for such
      Distribution Date determined as of the last day of the related Collection Period
      exceeds (2) the Pool 3 Overcollateralization Floor.

    


    II-M5
      Principal Distribution Amount:
      With
      respect to any Distribution Date on or after the Pool 3 Stepdown Date and as
      long as a Pool 3 Trigger Event is not in effect with respect to such
      Distribution Date, the amount, if any, by which (x) the sum of the aggregate
      Class Principal Amount of the Group 3 Senior Certificates and the Class II-M1,
      Class II-M2, Class II-M3 and Class II-M4 Certificates, in each case after giving
      effect to distribution on such Distribution Date and (ii) the Class Principal
      Amount of the Class II-M5 Certificates immediately prior to such Distribution
      Date exceeds (2) 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 (i) 90.70% and (ii) the Pool Balance for Pool 3 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 for Pool 3 for such
      Distribution Date determined as of the last day of the related Collection Period
      exceeds (2) the Pool 3 Overcollateralization Floor.

    



    
      
        
        

      

      
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    II-M6
      Principal Distribution Amount:
      With
      respect to any Distribution Date on or after the Pool 3 Stepdown Date and as
      long as a Pool 3 Trigger Event is not in effect with respect to such
      Distribution Date, the amount, if any, by which (x) the sum of the aggregate
      Class Principal Amount of the Group 3 Senior Certificates and the Class II-M1,
      Class II-M2, Class II-M3, Class II-M4 and Class II-M5 Certificates, in each
      case
      after giving effect to distribution on such Distribution Date and (ii) the
      Class
      Principal Amount of the Class II-M6 Certificates immediately prior to such
      Distribution Date exceeds (2) the II-M6 Target Amount.

    


    II-M6
      Target Amount:
      With
      respect to any Distribution Date an amount equal to the lesser of (a) the
      product of (i) 91.70% and (ii) the Pool Balance for Pool 3 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 for Pool 3 for such
      Distribution Date determined as of the last day of the related Collection Period
      exceeds (2) the Pool 3 Overcollateralization Floor.

    


    II-M7
      Principal Distribution Amount:
      With
      respect to any Distribution Date on or after the Pool 3 Stepdown Date and as
      long as a Pool 3 Trigger Event is not in effect with respect to such
      Distribution Date, the amount, if any, by which (x) the sum of the aggregate
      Class Principal Amount of the Group 3 Senior Certificates and the Class II-M1,
      Class II-M2, Class II-M3, Class II-M4, Class II-M5 and Class II-M6 Certificates,
      in each case after giving effect to distribution on such Distribution Date
      and
      (ii) the Class Principal Amount of the Class II-M7 Certificates immediately
      prior to such Distribution Date exceeds (2) 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 (i) 93.00% and (ii) the Pool Balance for Pool 3 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 for Pool 3 for such
      Distribution Date determined as of the last day of the related Collection Period
      exceeds (2) the Pool 3 Overcollateralization Floor.

    


    II-M8
      Principal Distribution Amount:
      With
      respect to any Distribution Date on or after the Pool 3 Stepdown Date and as
      long as a Pool 3 Trigger Event is not in effect with respect to such
      Distribution Date, the amount, if any, by which (x) the sum of the aggregate
      Class Principal Amount of the Group 3 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, in each case after giving effect to distribution on such
      Distribution Date and (ii) the Class Principal Amount of the Class II-M8
      Certificates immediately prior to such Distribution Date exceeds (2) 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 (i) 94.00% and (ii) the Pool Balance for Pool 3 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 for Pool 3 for such
      Distribution Date determined as of the last day of the related Collection Period
      exceeds (2) the Pool 3 Overcollateralization Floor.

    



    
      
        
        

      

      
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    II-XS
      Component:
      A
      component of the Class II-X Certificate entitled to receive distributions
      pursuant to Section 5B.02(d)(viii).

    


    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:
      Not
      applicable.

    


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

    


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

    


    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 and in Section 5B.02 hereto.

    


    Insured
      Certificates:
      The
      Class 3-A1, Class 3-A2, Class 3-A3-1, Class 3-A3-2, Class 3-A3-3, Class 3-A4,
      Class 3-A5 and Class 3-A7 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 3
      Applied Loss Amount allocated to the related Class of Certificates on such
      Distribution Date, and (b) for the Distribution Date in May 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
      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, if any, related to the Mortgage Loans in such Mortgage
      Pool, (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 Prepayment Interest Shortfalls and 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 I 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 I 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.

    



    
      
        
        

      

      
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    Latest
      Possible Maturity Date:
      The
      Distribution Date occurring in May 2037.

    


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

    


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

    


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

    


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

    


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

    


    LIBOR
      Certificate:
      Any
      Class 1-A2, Class 2-A1, Class A2, Class 3, Class 2-AIO, Class 3-A1, , Class
      I-M1, Class I-M2, Class I-M3, Class I-M4, Class I-M5, Class I-M6, Class I-M7,
      Class I-M8, Class I-M9 and Class I-M10 Certificates, and on and after each
      Distribution Date beginning on the Distribution Date in March 2012, the Class
      1-A1 Certificates.

    


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

    


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

    


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

    



    
      
        
        

      

      
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    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.

    


    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.

    


    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.

    



    
      
        
        

      

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

    


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

    


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

    


    MGIC:
      Mortgage Guaranty Insurance Corporation, or any successor in
      interest.

    


    MGIC
      Letter Agreement:
      Not
      applicable.

    


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

    


    Middle-Tier
      REMIC:
      Any of
      Middle-Tier REMIC IA, Middle-Tier REMIC IB or Middle-Tier REMIC II, as
      applicable.

    


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

    


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

    


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

    


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

    


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

    


    Mortgagor:
      The
      obligor on a Mortgage Note.

    


    Net
      Funds Cap:
      Any of
      the Pool 1 Net Funds Cap, the Pool 2 Net Funds Cap, the Pool 1-2 Subordinate
      Net
      Funds Cap or the Pool 3 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 I 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 I Swap Agreement, as calculated by the 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 I NIM Securities or Group II NIM Securities, as
      applicable.

    


    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 5.06(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:
      Any of
      the Class 2-AIO, Class 3-A3-3 and Class 3-AIO Certificates.

    


    Offered
      Certificates:
      Collectively, the Group 1 Senior Certificates, the Group 2 Senior Certificates,
      the Group I Subordinate Certificates and the Group II Certificates.

    


    Offered
      Subordinate Certificates:
      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, Class I-M9, Class I-M10, 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.

    


    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.

    



    
      
        
        

      

      
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    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 Offered Certificate other than
      the Class I-X, Class II-X, Class 1-P, Class 2-P, Class 3-P, Class I-LT-R, Class
      II-LT-R, Class I-R and Class II-R Certificates, the Percentage Interest
      evidenced thereby shall equal the Certificate Principal Amount thereof divided
      by the Class Principal Amount of all Certificates of the same Class. With
      respect to the I-X, Class II-X, Class 1-P, Class 2-P, Class 3-P, Class I-LT-R,
      Class II-LT-R, Class I-R and Class II-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.

    


    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.

    



    
      
        
        

      

      
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    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 Pool 3 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 Mortgage Loan as of the first day of the
      related Collection Period.

    


    PMI
      Insurer:
      MGIC
      and PMI Mortgage.

    


    PMI
      Letter Agreement:
      Not
      applicable.

    


    PMI
      Mortgage:
      PMI
      Mortgage Insurance Co. and its successors in interest.

    


    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
      Monthly Excess Cashflow:
      With
      respect to any Distribution Date, an amount equal to the sum of (i) the Pool
      1
      Monthly Excess Interest for such Distribution Date, (ii) the product of (x)
      the
      Senior Proportionate Percentage for Pool 1 and (y) the Pool 1-2 Aggregate
      Overcollateralization Release Amount for such Distribution Date and (iii) any
      remaining Principal Distribution Amount for such Distribution Date, with respect
      to Pool 1, after applying the principal payment priority set forth in Section
      5A.02(d)(i)(C)(1).

    


    Pool
      1
      Monthly Excess Interest:
      With
      respect to any Distribution Date, the amount of any Interest Remittance Amount
      for Pool 1 remaining after application of clauses (i) through (iii) of Section
      5A.02(b) on such date.

    


    Pool
      1
      Net Funds Cap:
      For
      each
      Distribution Date and the Group 1 Senior Certificates, an annual rate equal
      to 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) the product of (x) the Group 1 Swap Percentage and (y)
      any
      Net Swap Payment or Swap Termination Payment (not due to a Swap Counterparty
      Trigger Event) owed to the 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 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.

    


    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 for Pool 1 as
      of
      the first day of the related Collection Period (not including for this purpose
      Pool 1 Mortgage Loans for which prepayments in full have been received and
      distributed in the month prior to that Distribution Date).

    



    
      
        
        

      

      
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    Pool
      1-2 Aggregate Loan Balance:
      As of
      any date of determination, an amount equal to the aggregate of the Pool Balances
      of Pool 1 and Pool 2 as of such date.

    


    Pool
      1-2 Aggregate Overcollateralization Amount:
      With
      respect to any Distribution Date, the amount, if any, by which (x) the Pool
      1-2
      Aggregate Loan Balance for such Distribution Date determined as of the last
      day
      of the related Collection Period exceeds (y) the aggregate Class Principal
      Amount of the Group I Certificates, after giving effect to distributions on
      such
      Distribution Date.

    


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

    


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

    


    Pool
      1-2 Basis Risk Payment:
      With
      respect to any Distribution Date, an amount equal to (A) the sum of (i) any
      Basis Risk Shortfall for such Distribution Date applicable to the Group I
      Certificates, (ii) any Unpaid Basis Risk Shortfall from previous Distribution
      Dates applicable to the Group I Certificates, and (iii) any Pool 1-2 Required
      Reserve Fund Amount for such Distribution Date. The amount of the Pool 1-2
      Basis
      Risk Payment for any Distribution Date cannot exceed the amount of Pool 1-2
      Monthly Excess Cashflow otherwise available for distribution pursuant to Section
      5A.02(e) of this Agreement.

    


    Pool
      1-2 Basis Risk Reserve Fund:
      A fund
      created as part of the Trust Fund pursuant to Section 5.06(a) of this Agreement
      but which is not an asset of any of the REMICs.

    


    Pool
      1-2 Cumulative Loss Trigger Event:
      With
      respect to any Distribution Date, a Pool 1-2 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 Mortgage Loans
      in
      Pool 1 and Pool 2 from the Cut-off Date through the last day of the related
      Collection Period by (y) the Pool 1-2 Cut-off Date Balance, exceeds the
      applicable percentages described below with respect to such Distribution
      Date:

    



    
      
        
        

      

      
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              Distribution
                Date

            	
              Loss
                Percentage

            
	 	 
	
              May
                2009 through April 2010

            	
              0.35%
                for the first month plus an additional 1/12th of 0.55% for each month
                thereafter

            
	 	 
	
              May
                2010 through April 2011

            	
              0.90%
                for the first month plus an additional 1/12th of 0.70% for each month
                thereafter

            
	 	 
	
              May
                2011 through April 2012

            	
              1.60%
                for the first month plus an additional 1/12th of 0.70% for each month
                thereafter

            
	 	 
	
              May
                2012 through April 2013

            	
              2.30%
                for the first month plus an additional 1/12th of 0.40% for each month
                thereafter

            
	 	 
	
              May
                2013 through April 2014

            	
              2.70%
                for the first month plus an additional 1/12th of 0.05% for each month
                thereafter

            
	 	 
	
              May
                2014 and thereafter

            	
              2.75%
                

            
	 	 


    

    Pool
      1-2 Cut-off Date Balance:
      With
      respect to the Mortgage Loans in Pool 1 and Pool 2 on the Closing Date, the
      Pool
      1-2 Aggregate Loan Balance as of the Cut-off Date.

    


    Pool
      1-2 Delinquency Event:
      With
      respect to any Distribution Date, a Pool 1-2 Delinquency Event shall occur
      if
      the Pool 1-2 Rolling Three Month Delinquency Rate as of the last day of the
      immediately preceding month equals or exceeds 40.00% of the Pool 1-2 Senior
      Enhancement Percentage for such Distribution Date.

    


    Pool
      1-2 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
      Mortgage Loans in Pool 1 and Pool 2 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
      1-2 Aggregate Loan Balance as of the close of business on the last day of such
      month.

    


    Pool
      1-2 Initial Optional Termination Date:
      The
      Distribution Date occurring in the month following the month in which the Pool
      1-2 Aggregate Loan Balance initially declines to less than 10.00% of the
      aggregate Pool 1-2 Cut-off Date Balance.

    


    Pool
      1-2 Monthly Excess Cashflow:
      With
      respect to any Distribution Date, the sum of the Pool 1 Monthly Excess Cashflow
      and Pool 2 Monthly Excess Cashflow for such date.

    


    Pool
      1-2 Monthly Excess Interest:
      With
      respect to any Distribution Date, the sum of Pool 1 Monthly Excess Interest
      and
      Pool 2 Monthly Excess Interest.

    



    
      
        
        

      

      
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    Pool
      1-2 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 aggregate of the Interest Remittance Amount for Pool 1 and Pool 2 for
      such Distribution Date exceeds (b) the Current Interest payable with respect
      to
      the Group 1 Senior Certificates, Group 2 Senior Certificates and the Group
      I
      Subordinate Certificates for such Date and (ii) twelve, and the denominator
      of
      which is the Pool 1-2 Aggregate Loan Balance for such Distribution
      Date.

    


    Pool
      1-2 Overcollateralization Deficiency:
      With
      respect to any Distribution Date, the amount, if any, by which (x) the Pool
      1-2
      Targeted Overcollateralization Amount for such Distribution Date exceeds (y)
      the
      Pool 1-2 Aggregate 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
      Senior Certificates, the Group 2 Senior Certificates and the Group I Subordinate
      Certificates resulting from the distribution of the Principal Distribution
      Amount for Pool 1 and Pool 2 on such Distribution Date, but prior to allocation
      of any Pool 1-2 Applied Loss Amount on such Distribution Date to the Group
      I
      Certificates.

    


    Pool
      1-2 Overcollateralization Floor:
      With
      respect to any Distribution Date after the Pool 1-2 Stepdown Date, 0.35% of
      the
      Pool 1-2 Aggregate Loan Balance as of the Cut-off Date.

    


    Pool
      1-2 Percentage:
      With
      respect to either Pool 1 or Pool 2 and any Distribution Date will be a 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 Pool 1-2
      Aggregate Loan Balance for such date.

    


    Pool
      1-2 Purchase Price:
      A price
      equal to the sum of (i) 100% of the unpaid principal balance of each Mortgage
      Loan in Pool 1 and 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, (iii) the
      amount of any unreimbursed Servicing Advances and amounts owed to the Trustee
      hereunder with respect to such Mortgage Loans, (iv) the fair market value of
      any
      REO Property and any other property held by the Trust Fund with respect to
      such
      Mortgage Loans, such fair market value to be determined by an appraiser or
      appraisers mutually agreed upon by the Master Servicer and the Trustee (reduced,
      in the case of REO Property, by (1) reasonably anticipated disposition costs
      and
      (2) any amount by which the fair market value as so reduced exceeds the
      outstanding principal balance of the related Mortgage Loan) plus interest
      accrued thereon at the applicable Net Mortgage Rate to the date of such purchase
      and (v) any unpaid Net Swap Payment and any Swap Termination Payment payable
      to
      the Swap Counterparty due to the exercise of the Master Servicer’s option to
      purchase the Pool 1 Mortgage Loans and Pool 2 Mortgage Loans. 

    

      Pool
        1-2 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 Middle-Tier REMIC IA (other than the Class
        MTIA-IO Interests), weighted in proportion to their Class 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.

       

    

     


    
      
        
        

      

      
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    Pool
      1-2 Required Reserve Fund Amount:
      With
      respect to any Distribution Date on which the Pool 1-2 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 1 Senior Certificates, the Group
      2
      Senior Certificates and the Group I Subordinate Certificates immediately prior
      to such Distribution Date exceeds (b) the amount on deposit in the Pool 1-2
      Basis Risk Reserve Fund immediately prior to such date. With respect to any
      Distribution Date on which the Pool 1-2 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 1-2 Basis Risk Reserve Fund immediately prior to such date;
provided,
      however,
      that on
      any Distribution Date on which the Class Principal Amounts of each of the Group
      1 Senior Certificates, the Group 2 Senior Certificates and the Group I
      Subordinate Certificates has been reduced to zero, the Pool 1-2 Required Reserve
      Fund Amount shall be zero.

    


    Pool
      1-2 Rolling Three Month Delinquency Rate:
      With
      respect to any Distribution Date, the fraction, expressed as a percentage,
      equal
      to the average of the Pool 1-2 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
      1-2 Senior Enhancement Percentage:
      With
      respect to any Distribution Date, the fraction, expressed as a percentage,
      the
      numerator of which is the sum of (x) the aggregate Class Principal Amount of
      the
      Group I Subordinate Certificates and (y) the Pool 1-2 Aggregate
      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 and Pool 2 has been
      distributed on such Distribution Date and no Pool 1-2 Trigger Event has
      occurred) and the denominator of which is the Pool 1-2 Aggregate Loan Balance
      for such Distribution Date, in each case after giving effect to distributions
      on
      such Distribution Date.

    


    Pool
      1-2 Senior Principal Distribution Amount:
      With
      respect to any Distribution Date (a) prior to the Pool 1-2 Stepdown Date or
      if a Pool 1-2 Trigger Event is in effect with respect to such Distribution
      Date,
      an amount equal to 100% of the Principal Distribution Amount for both Pool
      1 and
      Pool 2 and (b) on or after the Pool 1-2 Stepdown Date and as long as a Pool
      1-2 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
      1
      Senior Certificates and the Group 2 Senior Certificates immediately prior to
      such Distribution Date exceeds (y) the Pool 1-2 Senior Target
      Amount.

    


    Pool
      1-2 Senior Target Amount:
      With
      respect to each of Pool 1 and Pool 2 and any Distribution Date an amount equal
      to the lesser of (a) the product of (i) 69.80% and (ii) the Pool 1-2 Aggregate
      Loan Balance 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
      1-2
      Aggregate Loan Balance for such Distribution Date determined as of the last
      day
      of the related Collection Period exceeds (2) the Pool 1-2 Overcollateralization
      Floor.

    


    Pool
      1-2 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 and the
      Group 2 Senior Certificates (other than the Class 2-AIO Certificates) have
      each
      been reduced to zero and (y) the later to occur of (1) the Distribution Date
      in
      May 2010 and (2) the first Distribution Date on which the Pool 1-2 Senior
      Enhancement Percentage (calculated for this purpose after giving effect to
      payments or other recoveries in respect of the Mortgage Loans in Pool 1 and
      Pool
      2 during the related Collection Period, but before giving effect to
      distributions on any Group 1 Senior Certificates and Group 2 Senior Certificates
      (other than the Class 2-AIO Certificates) such Distribution Date) is greater
      than or equal to 30.20%.

    



    
      
        
        

      

      
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    Pool
      1-2 Subordinate Net Funds Cap:
      For
      each Distribution Date and the Group I Subordinate Certificates, the weighted
      average of the Pool 1 Net Funds Cap and the Pool 2 Effective Net Funds Cap
      weighted on the basis of the Pool Swap Subordinate Amount for each Pool for
      that
      Distribution Date; provided,
      however,
      that on
      any Distribution Date after the aggregate Class Principal Amount of the Senior
      Certificates related to any Mortgage Pool has been reduced to zero, such
      weighting will be on the bases of the Pool Balance of the remaining Mortgage
      Pool.

    


    Pool
      1-2 Target Amount:
      With
      respect to any Distribution Date, an amount equal to the Pool 1-2 Aggregate
      Loan
      Balance for such Distribution Date minus
      the Pool
      1-2 Targeted Overcollateralization Amount for such Distribution
      Date.

    


    Pool
      1-2 Targeted Overcollateralization Amount:
      With
      respect to any Distribution Date, prior to the Pool 1-2 Stepdown Date an amount
      equal to $17,657,469 (i.e.,
      2.00%
      of the Pool 1-2 Aggregate Loan Balance as of the Cut-off Date) and (y) for
      any
      Distribution Date on or after the Pool 1-2 Stepdown Date, the greater of (1)
      the
      lesser of (a) $17,657,469 and (b) 4.00% of the Pool 1-2 Aggregate Loan Balance
      as of the last day of the Collection Period and (2) the Pool 1-2
      Overcollateralization Floor; provided,
      however,
      for any
      Distribution Date on or after the Pool 1-2 Stepdown Date and for which a Pool
      1-2 Trigger Event is in effect, the Pool 1-2 Targeted Overcollateralization
      Amount will be equal to the Pool 1-2 Targeted Overcollateralization Amount
      in
      effect for the immediately preceding Distribution Date.

    


    Pool
      1-2 Termination Event:
      As
      defined in Section 7.01(a).

    


    Pool
      1-2 Trigger Event:
      With
      respect to any Distribution Date, means that either a Pool 1-2 Delinquency
      Event
      or a Pool 1-2 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
      Monthly Excess Cashflow:
      With
      respect to any Distribution Date, an amount equal to the sum of (i) the Pool
      2
      Monthly Excess Interest for such Distribution Date, (ii) the product of (x)
      the
      Senior Proportionate Percentage for Pool 2 and (y) the Pool 1-2 Aggregate
      Overcollateralization Release Amount for such Distribution Date and (iii) any
      remaining Principal Distribution Amount for such Distribution Date, with respect
      to Pool 2, after applying the principal payment priority set forth in Section
      5A.02(d)(i) or Section 5A.02(d)(ii), as applicable.

    



    
      
        
        

      

      
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    Pool
      2
      Monthly Excess Interest:
      With
      respect to any Distribution Date, the amount of any Interest Remittance Amount
      for Pool 2 remaining after application of clauses (i) through (iii) of Section
      5A.02(c) on such date.

    


    Pool
      2
      Net Funds Cap:
      For
      each Distribution Date and the Class 2-A1 and Class 2-A2 Certificates, an annual
      rate equal to a fraction, expressed as a percentage, the numerator of which
      is
      the product of (1) the excess, if any, of (i) the Pool 2 Optimal Interest
      Remittance Amount for such date over (ii) the product of (x) the Group 2 Swap
      Percentage and (y) the product of (i) any Net Swap Payment or Swap Termination
      Payment (not due to a Swap Counterparty Trigger Event) owed to the Swap
      Counterparty pursuant to the Group I Swap Agreement for such Distribution Date
      and (ii) a percentage, the numerator of which is the aggregate Class Principal
      Amount of the Group 2 Senior Certificates and the Pool Swap Subordinate Amount
      for Pool 2 and the denominator which is the aggregate Class Principal Amount
      of
      the Class 2-A1 and Class 2-A2 Certificates and the Pool Swap Subordinate Amount
      for Pool 2 and (2) 12, and the denominator of which is the Pool Balance for
      Pool
      2 as of the first day of the related Collection Period (not including for this
      purpose Mortgage Loans for which prepayments in full have been received and
      distributed in the month prior to that Distribution Date) multiplied by a
      fraction, the numerator of which is 30 and the denominator of which is the
      actual number of days in the Accrual Period related to such Distribution
      Date.

    


    Pool
      2
      Effective Net Funds Cap:
      For
      each Distribution Date, an annual rate equal to a fraction, expressed as a
      percentage, the numerator of which is the product of (1) the excess, if any,
      of
      (x) the Pool 2 Optimal Interest Remittance Amount for such Distribution Date
      over (y) any Net Swap Payment or Swap Termination Payment owed to the Swap
      Counterparty for such Distribution Date allocable to Pool 2 and (2) 12, and
      the
      denominator of which is the Pool Balance for Pool 2 as of the first day of
      the
      related Collection Period (not including for this purpose Mortgage Loans for
      which prepayments in full have been received and distributed in the month prior
      to that Distribution Date), multiplied by a fraction, the numerator of which
      is
      30 and the denominator of which is the actual number of days in the Accrual
      Period related to such Distribution Date.

    


    Pool
      2
      Optimal Interest Remittance Amount:
      With
      respect to any Distribution Date, the product of (A) (x) the weighted average
      of
      the Net Mortgage Rates of the Pool 2 Mortgage Loans as of the first day of
      the
      related Collection Period divided by (y) 12 and (B) the Pool Balance for Pool
      2
      as of the first day of the related Collection Period (not including for this
      purpose Mortgage Loans in Pool 2 for which prepayments in full have been
      received and distributed in the month prior to that Distribution
      Date).

    


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

    


    Pool
      3
      Adjusted Net WAC:
      For
      each Distribution Date and the Class 3-A2, Class 3-A3-1, Class 3-A3-2, Class
      3-A4 and Class 3-A5 Certificates, an annual rate equal to the excess of
      (1) the Pool 3 Net WAC over (2) the product of (i) 0.08% per annum and (ii)
      a fraction, (a) the numerator of which is the aggregate Class Principal Amount
      of the 3-A1, Class 3-A2, Class 3-A3-1, Class 3-A3-2, Class 3-A4 and Class 3-A5
      Certificates, in each case, without giving effect to distributions on such
      Distribution Date, and (b) the denominator of which is the Pool Balance for
      Pool
      3 as of the first day of the related Collection Period.

    



    
      
        
        

      

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

    


    Pool
      3
      Basis Risk Payment.
      With
      respect to any Distribution Date, an amount equal to the sum of (i) any Basis
      Risk Shortfall for such Distribution Date applicable to the Group II
      Certificates, (ii) any Unpaid Basis Risk Shortfall from previous Distribution
      Dates applicable to the Group 2 Senior Certificates and (iii) any Pool 3
      Required Reserve Fund Amount applicable to the Pool 3 Basis Risk Reserve Fund
      for such Distribution Date. The amount of the Pool 3 Basis Risk Payment for
      any
      Distribution Date cannot exceed the amount of Pool 3 Monthly Excess Cashflow
      otherwise available for distribution pursuant to Section 5B.02(d) of this
      Agreement.

    


    Pool
      3
      Basis Risk Reserve Fund:
      A fund
      created as part of the Trust Fund pursuant to Section 5.06(c) of this Agreement
      but which is not an asset of any of the REMICs for the benefit of the Group
      II
      Certificates.

    


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


    
      	
              Distribution
                Date

            	
              Loss
                Percentage

            
	 	 
	
              May
                2009 through April 2010 

            	
              0.45%
                for the first month plus an additional 1/12th of 0.65% for each month
                thereafter

            
	 	 
	
              May
                2010 through April 2011 

            	
              1.10%
                for the first month plus an additional 1/12th of 0.85% for each month
                thereafter

            
	 	 
	
              May
                2011 through April 2012 

            	
              1.95%
                for the first month plus an additional 1/12th of 0.85% for each month
                thereafter

            
	 	 
	
              May
                2012 through April 2013 

            	
              2.80%
                for the first month plus an additional 1/12th of 0.50% for each month
                thereafter

            
	 	 
	
              May
                2013 through April 2014 

            	
              3.30%
                for the first month plus an additional 1/12th of 0.05% for each month
                thereafter

            
	 	 
	
              May
                2014 and thereafter 

            	
              3.35%
                

            
	 	 


    

     

    
      
        
        

      

      
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    Pool
      3
      Cut-off Date Balance:
      With
      respect to the Mortgage Loans in Pool 3 on the Closing Date, the Pool Balance
      of
      such Mortgage Loans as of the Cut-off Date.

    


    Pool
      3
      Delinquency Event:
      With
      respect to any Distribution Date, a Pool 3 Delinquency Event shall occur if
      the
      Pool 3 Rolling Three Month Delinquency Rate as of the last day of the
      immediately preceding month equals or exceeds 25.18% of the Pool 3 Senior
      Enhancement Percentage for such Distribution Date.

    


    Pool
      3
      Delinquency Rate:
      With
      respect to any calendar month, the fraction, expressed as a percentage, the
      numerator of which is the aggregate outstanding principal balance of all
      Mortgage Loans in Pool 3 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
      for
      Pool 3 as of the close of business on the last day of such month.

    


    Pool
      3
      Initial Optional Termination Date:
      The
      Distribution Date occurring in the month following the month in which the Pool
      Balance of Pool 3 initially declines to less than 10.00% of the Pool 3 Cut-off
      Date Balance.

    


    Pool
      3
      Monthly Excess Cashflow:
      With
      respect to any Distribution Date, an amount equal to the sum of (i) the Pool
      3
      Monthly Excess Interest for such Distribution Date, (ii) the Pool 3
      Overcollateralization Release Amount for such Distribution Date and (iii) any
      remaining Principal Distribution Amount for such Distribution Date after
      applying the principal payment priority set forth in Section 5B.02(c)(i) or
      Section 5B.02(c)(ii), as applicable.

    


    Pool
      3
      Monthly Excess Interest:
      With
      respect to any Distribution Date, the amount of any Interest Remittance Amount
      for Pool 3 remaining after application pursuant to clauses (b)(i) through (iv)
      of Section 5B.02 on such date.

    


    Pool
      3
      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 3 for such Distribution Date exceeds
      (b) the Current Interest payable with respect to the Group II Certificates
      for
      such date and (ii) twelve, and the denominator of which is the Pool Balance
      for
      Pool 3 for such Distribution Date.

    


    Pool
      3
      Net Funds Cap:
      With
      respect to any Distribution Date and the Group II Certificates, an annual rate
      equal to a fraction, expressed as a percentage, the numerator of which is the
      product of (i) the Pool 3 Optimal Interest Remittance Amount for such
      Distribution Date and (ii) 12, and the denominator of which is the Pool Balance
      of Pool 3 as of the first day of the related Collection Period (not including
      for this purpose Mortgage Loans for which prepayments in full have been received
      and distributed in the month prior to that Distribution Date).

    


    Pool
      3
      Net WAC:
      With
      respect to Pool 3, an annual rate equal to the weighted average of the Net
      Mortgage Rates for the Mortgage Loans in the Pool 3 as of the first day of
      the
      related Collection Period, weighted on the basis of their Scheduled Principal
      Balances at the beginning of the related Collection Period.

    



    
      
        
        

      

      
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    Pool
      3
      Optimal Interest Remittance Amount:
      With
      respect to any Distribution Date, the product of (A) (x) the weighted average
      of
      the Net Mortgage Rates of the Pool 3 Mortgage Loans as of the first day of
      the
      related Collection Period divided by (y) 12 and (B) the Pool Balance for Pool
      3
      as of the first day of the related Collection Period (not including for this
      purpose Mortgage Loans in Pool 3 for which prepayments in full have been
      received and distributed in the month prior to that Distribution
      Date).

    


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

    


    Pool
      3
      Overcollateralization Deficiency:
      With
      respect to any Distribution Date, the amount, if any, by which (x) the Pool
      3
      Targeted Overcollateralization Amount for such Distribution Date exceeds (y)
      the
      Pool 3 Overcollateralization Amount for such Distribution Date, calculated
      for
      this purpose after giving effect to the reduction on such Distribution Date
      of
      the aggregate Certificate Principal Amount of the Group II Certificates
      resulting from the distribution of the Principal Distribution Amount for Pool
      3
      on such Distribution Date, but prior to allocation of any Pool 3 Applied Loss
      Amount on such Distribution Date to the Group II Certificates.

    


    Pool
      3
      Overcollateralization Floor:
      An
      amount equal to 0.35% of the Pool 3 Cut-off Date Loan Balance.

    


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

    


    Pool
      3
      Purchase Price:
      A price
      equal to the sum of (i) 100% of the unpaid principal balance of each Mortgage
      Loan in Pool 3 on the day of such purchase plus
      interest
      accrued thereon at the applicable Mortgage Rate to the Due Date in the Due
      Period immediately preceding the related Distribution Date, (ii) the amount
      of
      any costs and damages incurred by the Trust Fund as a result of any violation
      of
      any applicable federal, state or local predatory- or abusive-lending law arising
      from or in connection with the origination of such Mortgage Loan, (iii) the
      amount of any unreimbursed Servicing Advances and amounts owed to the Trustee
      hereunder with respect to such Mortgage Loans, (iv) the fair market value of
      any
      REO Property and any other property held by the Trust Fund with respect to
      such
      Mortgage Loans, 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 and any Swap Termination Payment payable to the Swap
      Counterparty due to the exercise of the Master Servicer’s option to purchase the
      Pool 3 Mortgage Loans.

    



    
      
        
        

      

      
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      Pool
        3
        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 2 (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 LT2-3-A3-2 interest by a per annum rate of 1.00%,
        multiplied by (ii) the quotient of (a) 30 divided by (b) the actual number
        of
        days in the Accrual Period.
  

    

    Pool
      3
      Required Reserve Fund Amount:
      With
      respect to any Distribution date on which the Pool 3 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 II Certificates immediately prior
      to such Distribution Date exceeds (b) the amount on deposit in the Pool 3 Basis
      Risk Reserve Fund immediately prior to that date. With respect to any
      Distribution Date on which the Pool 3 Net Excess Spread is equal to or greater
      than 0.25%, the amount, if any, by which $1,000 exceeds the amount on deposit
      on
      the Pool 3 Basis Risk Reserve Fund immediately prior to such date; provided,
      however,
      that on
      any Distribution Date on which the Class Principal Amounts of each of the Group
      II Certificates has been reduced to zero, the Pool 3 Required Reserve Amount
      shall be zero.

    


    Pool
      3
      Rolling Three Month Delinquency Rate:
      With
      respect to any Distribution Date, the fraction, expressed as a percentage,
      equal
      to the average of the Pool 3 Delinquency Rates for each of the three (or one
      and
      two, in the case of the first and second Distribution Dates, respectively)
      immediately preceding calendar months.

    


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

    


    Pool
      3
      Senior Principal Distribution Amount:
      With
      respect to any Distribution Date (a) prior to the Pool 3 Stepdown Date or
      if a Pool 3 Trigger Event is in effect with respect to such Distribution Date,
      an amount equal to 100% of the Principal Distribution Amount for Pool 3 and
      (b) on or after the Pool 3 Stepdown Date and as long as a Pool 3 Trigger
      Event is not in effect with respect to such Distribution Date, the amount,
      if
      any, by which (x) the aggregate Class Principal Amount of the Group 3 Senior
      Certificates immediately prior to such Distribution Date exceeds (y) the Pool
      3
      Senior Target Amount.

    


    Pool
      3
      Senior Priority:
      The
      priority set forth in Section 5B.02(c)(1)(A).

    


    Pool
      3
      Senior Target Amount:
      With
      respect to Pool 3 and any Distribution Date an amount equal to the lesser of
      (a)
      the product of (i) 72.20% and (ii) the Pool Balance for Pool 3 for such
      Distribution Date determined as of the last day of the related Collection Period
      and (b) the amount, if any, by which (1) the Pool Balance for Pool 3 for such
      Distribution Date determined as of the last day of the related Collection Period
      exceeds (2) the Pool 3 Overcollateralization Floor.

    


    Pool
      3
      Stepdown Date:
      The
      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 and (y) the later to occur of (1) the Distribution Date
      in
      May 2010 and (2) the first Distribution Date on which the Pool 3 Senior
      Enhancement Percentage (calculated for this purpose after giving effect to
      payments or other recoveries in respect of the Pool 3 Mortgage Loans during
      the
      related Collection Period, but before giving effect to distributions on any
      Group II Certificates on such Distribution Date) is greater than or equal to
      27.80%.

    



    
      
        
        

      

      
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    Pool
      3
      Target Amount:
      With
      respect to any Distribution Date, an amount equal to the Pool Balance for Pool
      3
      for such Distribution Date minus
      the Pool
      3 Targeted Overcollateralization Amount for such Distribution Date.

    


    Pool
      3
      Targeted Overcollateralization Amount:
      With
      respect to any Distribution Date prior to the Pool 3 Stepdown Date an amount
      equal to $22,921,816 (i.e.,
      3.00%
      of the Pool Balance for Pool 3 as of the Cut-off Date) and (y) for any
      Distribution Date on or after the Pool 3 Stepdown Date, the greater of (1)
      the
      lesser of (a) $22,921,816 and (b) 6.00% of the Pool Balance for Pool 3 as of
      the
      last day of the Collection Period and (2) the Pool 3 Overcollateralization
      Floor; provided,
      however,
      for any
      Distribution Date on or after the Pool 3 Stepdown Date and for which a Pool
      3
      Trigger Event is in effect, the Pool 3 Targeted Overcollateralization Amount
      will be equal to the Pool 3 Targeted Overcollateralization Amount in effect
      for
      the immediately preceding Distribution Date.

    


    Pool
      3
      Termination Event:
      As
      defined in Section 7.01(a).

    


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

    


    Pool
      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.

    


    Pool
      Subordinate Amount:
      With
      respect to either Pool 1 or Pool 2 and any Distribution Date, the excess of
      the
      Pool Balance for such Mortgage Pool for the immediately preceding Distribution
      Date (or on the Cut-off Date in the case of the first Distribution Date) over
      the aggregate Class Principal Amount of the Group 1 Senior Certificates (in
      the
      case of Pool 1) or the aggregate Class Principal Amount of the Group 2 Senior
      Certificates (in the case of Pool 2) immediately prior to the related
      Distribution Date; provided,
      that
      such amount shall never be less than zero.

    


    Pool
      Swap Subordinate Amount:
      With
      any of Pool 1 or Pool 2 and any Distribution Date, the product of (i) the
      aggregate Class Principal Amount of the Group I Subordinate Certificates
      immediately prior to the related Distribution Date and (ii) a fraction, the
      numerator of which is the Pool Subordinate Amount for the related Mortgage
      Pool
      and the denominator of which is the sum of the Pool Subordinate Amounts for
      Pool
      1 and Pool 2.

    



    
      
        
        

      

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

    


    Preference
      Amounts:
      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.

    


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

    


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

    


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

    


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

    



    
      
        
        

      

      
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    Primary
      Mortgage Insurance Policy:
      Any
      mortgage guaranty insurance, if any, on an individual Mortgage Loan, including
      any Bulk PMI Policy or any LPMI 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 for each of Pool 1 and Pool 2, an amount
      equal to the Principal Remittance Amount for such date for such Mortgage Pool
      minus
      the
      Pool
      1-2 Aggregate Overcollateralization Release Amount attributable to such Mortgage
      Pool based on the Senior Proportionate Percentage for such Mortgage Pool, if
      any, for such Distribution Date. With respect to any Distribution Date and
      Pool
      3, an amount equal to the Principal Remittance Amount for such date for such
      Mortgage Pool minus
      the Pool
      3 Overcollateralization Release Amount, if any, for such Distribution
      Date.

    


    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, (i)
      the
      Principal Remittance Amount available on each Swap Payment Date for
      distributions to the Group I 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 I 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 May 10, 2007 together with the accompanying
      prospectus dated March 26, 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.

    


    QIB:
      As
      defined in Section 3.03(c).

    



    
      
        
        

      

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

    


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

    


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

    


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

    


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

    


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

    


    Qualified
      Insurer:
      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, (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 and
      (xix) for any Mortgage Loan to be substituted into Pool 1, has an original
      Scheduled Principal Balance within the maximum dollar amount limitations
      prescribed by Fannie Mae for conforming one-to-four family first and second
      lien
      residential mortgaged properties. In the event that one or more mortgage loans
      are substituted for one or more Deleted Mortgage Loans, the amounts described
      in
      clause (i) hereof shall be determined on the basis of aggregate Scheduled
      Principal Balances, the Mortgage Rates described in clause (ii) hereof shall
      be
      determined on the basis of weighted average Mortgage Rates, the risk gradings
      described in clause (xiii) hereof shall be satisfied as to each such mortgage
      loan, the terms described in clause (ix) hereof shall be determined on the
      basis
      of weighted average remaining term to maturity; provided,
      that
      the
      stated maturity date of any Qualifying Substitute Mortgage Loan shall not be
      later than the Final Scheduled Distribution Date, the Loan-to-Value Ratios
      described in clause (xi) hereof shall be satisfied as to each such mortgage
      loan
      and, except to the extent otherwise provided in this sentence, the
      representations and warranties described in clause (xv) hereof must be satisfied
      as to each Qualifying Substitute Mortgage Loan or in the aggregate, as the
      case
      may be.

    



    
      
        
        

      

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

    


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

    


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

    



    
      
        
        

      

      
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    Record
      Date:
      With
      respect to the LIBOR Certificates and any Distribution Date, the close of
      business on the Business Day immediately preceding such Distribution Date.
      With
      respect to the Class 1-A1 Certificates and the Group II Certificates, and the
      Class 1-P, Class 2-P, Class 3-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 Class of Definitive
      Certificates and any Distribution Date, the last Business Day of the month
      immediately preceding the month in which the Distribution Date occurs (or,
      in
      the case of the first Distribution Date, the Closing Date).

    


    Regulation
      AB:
      Subpart
      229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R.
§§229.1100-229.1123, as such may be amended from time to time, and subject to
      such clarification and interpretation as have been provided by the Commission
      in
      the adopting release (Asset-Backed Securities, Securities Act Release No.
      33-8518, 70 Fed. Reg. 1,506, 1,531 (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.

    


    Related
      Senior Principal Distribution Amount:
      For
      each of Pool 1 and Pool 2 for any Distribution Date will be equal to the lesser
      of (x) the sum of the Class Principal Amounts of the Group 1 Senior Certificates
      (with respect to Pool 1) and the Group 2 Senior Certificates (with respect
      to
      Pool 2) and (y) the product of (a) the Pool 1-2 Senior Principal Distribution
      Amount and (b) the related Senior Proportionate Percentage in each case for
      such
      date.

    


    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.

    


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

    



    
      
        
        

      

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

    

      REMIC
        Swap Rate:
        For each
        Distribution Date (and the related Accrual Period), a per annum rate equal
        to
        the product of: (i) the “Rate of Payment (%)” under the Group I 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 Certificates, Class II-LT-R Certificates, the Class I-R
      Certificates and the 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 1-P, Class 2-P, Class 3-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.

    


    Rules:
      As
      defined in Section 6.20(c).

    


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

    


    Scheduled
      Notional Amount:
      For
      each Distribution Date and the Group I Swap Agreement, the amount set forth
      in
      Exhibit N-1. The initial Scheduled Notional Amount with respect to the Group
      I
      Swap Agreement shall be $418,196,915. For each Distribution Date and the Group
      I
      Cap Agreement, the lesser of (i) the aggregate Class Principal Amount of the
      Group I Certificates (other than the Class 1-A1 Certificates) and (ii) the
      amount set forth in Exhibit N-2 for the related Distribution Date. The initial
      Scheduled Notional Amount for the Group I Cap Agreement shall be the lesser
      of
      (i) the aggregate Class Principal Amount of the Group I Certificates (other
      than the Class 1-A1 and Class 2-AIO Certificates) and (ii) $1,566,205.00. For
      each Distribution Date and the Class 3-A1 Cap Agreement, the lesser of (i)
      the
      aggregate Class Principal Amount of the Group II Certificates and (ii) the
      amount set forth in Exhibit N-3 for the related Distribution Date. The initial
      Scheduled Notional Amount for the Class 3-A1 Cap Agreement shall be the lesser
      of (i) the aggregate Class Principal Amount of the Class 3-A1 Certificates
      and
      (ii) $215,614,410.00.

    



    
      
        
        

      

      
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    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 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.

    


    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.

    


    Senior
      Certificates:
      Collectively, the Group 1 Senior Certificates, the Group 2 Senior Certificates
      and the Group II Senior Certificates.

    



    
      
        
        

      

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

    


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

    


    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.

    


    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).

    


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

    


    Servicing
      Agreement:
      Each
      servicing agreement or reconstituted servicing agreement identified on Exhibit
      E
      hereto, dated as of April 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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    Six-Month
      LIBOR:
      The
      average of the interbank offered rates for six-month U.S. dollar deposits in
      the
      London market, calculated as provided in the related mortgage note.

    


    Sponsor:
      Lehman
      Brothers Holdings Inc.

    


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

    


    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 I Swap
      Agreement, the Group I Swap Account, the Group I Cap Agreement, the Group I
      Cap
      Account, the Group I Collateral Account, the right to receive the Class I-X
      Distributable Amount to the extent provided in Section 5A.02(e)(viii) and the
      Class I interest in the Upper-Tier REMIC I and the right to receive Class I
      Shortfalls with respect to the Certificates related to Pool 1.

    


    Swap
      Counterparty:
      The
      counterparty to the Supplemental Interest Trust under the Group I Swap
      Agreement, and any successor in interest or assigns. Initially, the Swap
      Counterparty shall be HSBC Bank USA, National Association.

    



    
      
        
        

      

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

    


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

    


    Swap
      LIBOR:
      With
      respect to the Group I Swap Agreement, 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 I Swap
      Agreement) for the related Swap Payment Date as calculated by the related Swap
      Counterparty and furnished to the Trustee, (ii) two, and (iii) the quotient
      of
      (a) the actual number of days in the Accrual Period for the LIBOR Certificates
      and (b) 30.

    


    Swap
      Payment Date:
      For so
      long as the Group I 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 I Swap
      Agreement, the payment required to be made by the Supplemental Interest Trust
      to
      the Swap Counterparty, or by the Swap Counterparty to the Supplemental Interest
      Trust, as applicable, pursuant to the terms of the Group I Swap Agreement,
      and
      any unpaid amounts due on previous Swap Payment Dates and accrued interest
      thereon as provided in the Group I Swap Agreement, as calculated by the Swap
      Counterparty and furnished to the Trustee.

    


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

    


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

    


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

    


    Termination
      Price:
      As
      defined in Section 7.01.

    


    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 and Pool 2, the sum of (i) the
      Interest Remittance Amount for Pool 1 and Pool 2 for such date, (ii) the
      Principal Remittance Amount for Pool 1 and Pool 2 for such date, and (iii)
      the
      Prepayment Premiums with respect to Pool 1 and Pool 2. With respect to any
      Distribution Date and Pool 3, the sum of (i) the Interest Remittance Amount
      for
      Pool 3 for such date, (ii) the Principal Remittance Amount for Pool 3 for such
      date and (iii) the Prepayment Premiums with respect to Pool 3.

    



    
      
        
        

      

      
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    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 2007-6 created pursuant to this Agreement,
      consisting of the Mortgage Loans, the assignment of the Depositor’s rights under
      the Transfer Agreements, the Mortgage Loan Sale Agreement and each Servicing
      Agreement, such amounts as shall from time to time be held in the Pool 1-2
      Basis
      Risk Reserve Fund, the Pool 3 Basis Risk Reserve Fund, the Collection Account,
      Certificate Account, any Custodial Account and any Escrow Account, the Insurance
      Policies (or coverage thereunder), any REO Property and the other items referred
      to in, and conveyed to the Trustee under, Section 2.01(a).

    


    Trust
      Fund Termination Event:
      The
      later to occur of the Pool 1-2 Termination Event or the Pool 3 Termination
      Event.

    


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

    


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

    

      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, 90% of all Voting Interests shall
        be
        allocated to the Offered Certificates. Such Voting Interests shall be allocated
        among the Offered Certificates (other than the Class 2-AIO, Class 3-A3 and
        Class
        3-AIO 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 will have the right to exercise all rights, including voting rights,
        of
        the holders of the Insured Certificates hereunder Trust Agreement 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 the Class 2-AIO, Class 3-A3 and Class 3-AIO
        Certificates (in the aggregate) in proportion to their Class Notional Amounts,
        while they remain outstanding. At all times during the term of this Agreement,
        1% of all Voting Interests shall be allocated to each of the Class 1-P, Class
        2-P and Class 3-P Certificates, while they remain outstanding. At all times
        during the term of this Agreement, 1% of all Voting Interests shall be allocated
        to each of the Class I-X, Class II-X, Class I-R and Class II-R 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 I Certificates, the Class I-X Certificates and the Class I-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 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 II 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 Group I Certificates (other than the Class 1-A1
        Certificates prior to the Distribution Date in March 2012) and the Class
        3-A1
        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 1-A1 Certificates
        (prior to the Distribution Date in March 2012) and the Group II Certificates
        (other than the Class 3-A1 Certificates) and each Lower-Tier Interest and
        Middle-Tier Interest shall be calculated based upon a 360-day year consisting
        of
        twelve 30-day months.

       

    

    



    
      
        
        

      

      
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    ARTICLE
      II

    


    DECLARATION
      OF TRUST;

    ISSUANCE
      OF CERTIFICATES

    


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

    


    (a)
       Concurrently
      with the execution and delivery of this Agreement, the Depositor does hereby
      transfer, assign, set over, deposit with and otherwise convey to the Trustee,
      without recourse, subject to Sections 2.02, 2.04, 2.05 and 2.06, in trust,
      all
      the right, title and interest of the Depositor in and to the Mortgage Loans.
      Such conveyance includes, without limitation, the right to all payments of
      principal and interest received on or with respect to the Mortgage Loans on
      and
      after the Cut-off Date (other than payments of principal and interest due on
      or
      before such date), and all such payments due after such date but received prior
      to such date and intended by the related Mortgagors to be applied after such
      date together with all of the Depositor’s right, title and interest in and to
      the Collection Account and all amounts from time to time credited to and the
      proceeds of the Collection Account, the Certificate Account and all amounts
      from
      time to time credited to and the proceeds of the Certificate Account (exclusive
      of investment earnings thereon), any Custodial Accounts and all amounts from
      time to time credited to and the proceeds of the Custodial Accounts, any Escrow
      Account established pursuant to Section 9.06, the Pool 1-2 Basis Risk Reserve
      Fund and the Pool 3 Basis Risk Reserve Fund established pursuant to Sections
      5.06(a), (c) and (e), respectively, 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 of the Certificates 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.

    


    Concurrently
      with the execution of this Agreement, the Group I Swap Agreement and the Group
      I
      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 I Swap Agreement
      and the Group I Cap Agreement (each on behalf of the Supplemental Interest
      Trust) for the benefit of, the Group I Certificateholders (other than the Class
      1-A1 and Class 2-AIO Certificateholders). The Seller, the Master Servicer,
      the
      Depositor, the Servicers and the Group I Certificateholders (other than the
      Class 1-A1 and Class 2-AIO Certificateholders) (by their acceptance of such
      Certificates) acknowledge and agree that the Trustee is executing and delivering
      the Group I Swap Agreement and the Group I Cap Agreement solely in its capacity
      as Trustee of the Supplemental Interest Trust and the Trust Fund and not in
      its
      individual capacity. The Trustee shall have no duty or responsibility to enter
      into any other swap agreement or interest rate cap agreement upon the expiration
      or termination of the Group I Swap Agreement or the Group I Cap
      Agreement.

    



    
      
        
        

      

      
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    Concurrently
      with the execution of this Agreement, the Class 3-A1 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 Class 3-A1 Cap Agreement for the benefit
      of, the Class 3-A1 Certificateholders. The Seller, the Master Servicer, the
      Depositor, the Servicers and the Class 3-A1 Certificateholders (by their
      acceptance of such Certificates) acknowledge and agree that the Trustee is
      executing and delivering the Class 3-A1 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 Class 3-A1 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 Servicing
      Agreement and each Transfer Agreement (including the rights to enforce the
      related Transferor’s obligation to repurchase First Payment Default Mortgage
      Loans), but only to the extent assigned under the Mortgage Loan Sale Agreement.
      The Trustee hereby accepts such assignment, and shall be entitled to exercise
      all the rights of the Depositor under the Mortgage Loan Sale Agreement as if,
      for such purpose, it were the Depositor.

    


    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.

    


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

    



    
      
        
        

      

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

    


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

    


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

    


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

    


    (v)
       with
      respect to each Non-MERS Mortgage Loan, an original Assignment of Mortgage,
      in
      form and substance acceptable for recording. The related Mortgage shall be
      assigned either (A) in blank, without recourse or (B) to “LaSalle Bank National
      Association, as Trustee of the Lehman XS Trust Mortgage Pass-Through
      Certificates, Series 2007-6,” 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 2007-6.”

    


    
      	 	
              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 3 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 3 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 3 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 MGIC Letter Agreement, the PMI Letter Agreement 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, the Certificate Insurer, the Master Servicer and any NIMS
      Insurer as of the Closing Date or such other date as is specified,
      that:

    


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

    


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

    



    
      
        
        

      

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

    


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

    


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

    


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

    


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


    



    
      
        
        

      

      
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              Section
                2.04.

            	
              Discovery
                of Breach. 

            


    

    


    It
      is
      understood and agreed that the representations and warranties (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 Certificate Insurer, the Master Servicer or the Trustee
      of a
      breach of any of such representations and warranties that materially and
      adversely affects the value of the related Mortgage Loan, the party discovering
      such breach shall give prompt written notice to the other parties; provided,
      to the
      extent that knowledge of such breach with respect to any Mortgage Loan is known
      by any officer, director, employee or agent of Aurora acting in any capacity
      other than as Master Servicer hereunder, the Master Servicer shall not be deemed
      to have knowledge of any such breach until an officer of 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 (of 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 and the 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 the 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) and (4) the Swap
      Counterparty shall be deemed, during the term of such agreement and while such
      agreement is the property of the Trustee, to have a security interest in all
      of
      the assets that constitute the Supplemental Interest Trust, but only to the
      extent of such Swap Counterparty’s right to payment under the Group I 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 the 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.

    


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

    



    
      
        
        

      

      
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    ARTICLE
      III

    


    THE
      CERTIFICATES

    


    Section
      3.01. The
      Certificates. 

    


    (a)
       The
      Certificates shall be issuable in registered form only and shall be securities
      governed by Article 8 of the New York Uniform Commercial Code. The Book-Entry
      Certificates will be evidenced by one or more certificates, beneficial ownership
      of which will be held in the dollar denominations in Certificate Principal
      Amount or Notional Amount, 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 1-P, Class 2-P, Class
      3-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 in integral multiples of 1.00% in excess thereof. Each
      of
      the Class I-LT-R, Class II-LT-R, Class 1-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.
      

    


    (a)
       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 a written instrument delivered to the Holders, any NIMS Insurer
      and
      the Master Servicer, any bank or trust company to act as co-registrar under
      such
      conditions as the Certificate Registrar may prescribe; provided,
      however,
      that the
      Certificate Registrar shall not be relieved of any of its duties or
      responsibilities hereunder by reason of such appointment.

    


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

    


    Section
      3.03. Transfer
      and Exchange of Certificates. 

    


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

    



    
      
        
        

      

      
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    (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:

    


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

    


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

    



    
      
        
        

      

      
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    (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.

    


    (ii) No
      transfer of an ERISA-Restricted Trust Certificate shall be made prior to the
      termination of the Group I Swap Agreement and the Group I 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 I Swap Agreement and the Group I 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 I Swap
      Agreement and the Group I 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”).

    


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

    



    
      
        
        

      

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

    


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

    


    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.

    



    
      
        
        

      

      
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    Section
      3.05. Replacement
      of Certificates. 

    


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

    


    Section
      3.06. Persons
      Deemed Owners. 

    


    Subject
      to the provisions of Section 3.09 with respect to Book-Entry Certificates,
      the
      Depositor, the Master Servicer, the Trustee, the Certificate Registrar, 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, 5A.02 and 5B.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.

    


    (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.

    



    
      
        
        

      

      
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    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.

    


    (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.

    



    
      
        
        

      

      
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    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.

    


    (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.

    



    
      
        
        

      

      
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    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 2007-6.” The Collection Account shall relate solely to the
      Certificates and to the Lower-Tier REMIC Uncertificated Regular Interests issued
      by the Trust Fund hereunder, and funds in such Collection Account shall not
      be
      commingled with any other monies.

    


    (b)
       The
      Collection Account shall be an Eligible Account. If an existing Collection
      Account ceases to be an Eligible Account, the Master Servicer shall establish
      a
      new Collection Account that is an Eligible Account within 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.

    



    
      
        
        

      

      
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    (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;

    


    (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.

    



    
      
        
        

      

      
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    (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 2007-6.
      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;

    


    (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;

    



    
      
        
        

      

      
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    (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;

    


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

    


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

    


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

    



    
      
        
        

      

      
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    (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).

    


    In
      connection with withdrawals made pursuant to subclauses (i), (iii), (vi) and
      (vii) 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 (vii).

    


    Section
      4.03. Reports
      to Certificateholders. 

    


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

    



    
      
        
        

      

      
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    (i)
       the
      aggregate amount of the distribution to be made on such Distribution Date to
      the
      Holders of each Class of Certificates (other than the Class 2-AIO, Class 3-A3-3
      and Class 3-AIO 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 1-P, Class
      2-P,
      Class 3-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 1-P, Class
      2-P, Class 3-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;

    


    (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 1-2 Applied Loss Amounts
      and the Pool 3 Applied Loss Amounts;

    


    (viii)
       the
      amount of any Prepayment Premiums distributed to the Class P Components of
      the
      Class 1-P, Class 2-P and Class 3-P Certificates;

    



    
      
        
        

      

      
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    (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 paid during the Collection Period to which such distribution
      relates;

    


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

    


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

    


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

    


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

    


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

    


    (xvi)
       With
      respect to each Pool, the Interest Remittance Amount and the Principal
      Remittance Amount with respect to each Mortgage Pool and the Pool 1-2 Senior
      Principal Distribution Amount, the Pool 3 Senior Principal Distribution Amount,
      the Pool 1-2 Aggregate Overcollateralization Release Amount and the Pool 3
      Overcollateralization Release Amount applicable to such Distribution
      Date;

    


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

    



    
      
        
        

      

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

    


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

    


    (xx)
       the
      aggregate amount of any insurance claim payments received with respect to any
      Bulk Policy during the related Collection Period; 

    


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

    


    (xxii)
       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;

    


    (xxiii)
       the
      amount of any payments made by the Cap Counterparty to the Group I Cap Account
      pursuant to the Group I Cap Agreement or to the Class 3-A1 Cap Account pursuant
      to the Class 3-A1 Cap Agreement;

    


    (xxiv)
       the
      amount of any Net Swap Payment or Swap Termination Payment to the Group I Swap
      Account made pursuant to Section 5A.02 or Section 5B.02, as applicable, or
      any
      Net Swap Payment or Swap Termination Payment to the Swap Counterparty made
      pursuant to Section 5A.02 and 5B.02 in accordance with the Group I Swap
      Agreement;

    


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


    


    (xxvi)
       whether
      a
      Pool 1-2 Trigger Event or Pool 3 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 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 (vii) above,
      the amounts shall (except with respect to the Class I-X and Class II-X
      Certificates) be expressed as a dollar amount per $1,000 of original principal
      amount of Certificates.

    



    
      
        
        

      

      
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    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), (xxii) and (xxiii) (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)
      992-4855. 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. Eastern Time four (4) Business Days prior to the Distribution
      Date, and on the information provided to the Trustee by the Swap Counterparty
      and the Cap Counterparty. In preparing or furnishing the foregoing information
      to the Certificateholders, 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, (ii) regarding the Group I Swap Agreement, that has been
      provided to the Trustee by the Swap Counterparty, (iii) regarding the Group
      I
      Cap Agreement, that has been provided to the Trustee by the Cap Counterparty
      and
      (iv) regarding the Class 3-A1 Cap Agreement, that has been provided to the
      Trustee by the Cap Counterparty, and the Trustee shall not be obligated to
      verify, recompute, reconcile or recalculate any such information or data. The
      Trustee shall be entitled to conclusively rely on the Mortgage Loan data
      provided by the Master Servicer and shall have no liability for any errors
      in
      such Mortgage Loan data. The Master Servicer shall be entitled to conclusively
      rely on the Mortgage Loan data provided by each Servicer and shall have no
      liability for any errors in such Mortgage Loan data. The information and reports
      described in the first paragraph of this Section 4.03(a) shall be provided
      to
      the Paying Agent (if other than the Trustee) by the Trustee no later than 12:00
      p.m. Eastern Time two Business Days prior to the Distribution Date.


    


    (b)
       Upon
      the
      reasonable advance written request of any Certificateholder that is a savings
      and loan, bank or insurance company 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, as applicable, for the actual expenses incurred in
      providing such reports and access.

    



    
      
        
        

      

      
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    (c)
       Within
      90
      days, or such shorter period as may be required by statute or regulation, after
      the end of each calendar year, the Trustee shall, upon written request, prepare
      and make available to any NIMS Insurer 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.

    


    (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 2007-6” 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 the Pooling REMIC II Regular Interests issued hereunder
      and
      funds in the Certificate Account shall be held separate and apart from and
      shall
      not be commingled with any other monies including, without limitation, other
      monies of the Trustee held under this Agreement.

    



    
      
        
        

      

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

    


    (i)
       to
      make
      payment to itself pursuant to any provision of this Agreement, or to reimburse
      itself or its agents for any amounts reimbursable to it pursuant to Sections
      6.11, 6.12 or 7.01; provided,
      however,
      that
      any amounts in excess of the annual cap described in clause (b) of the
      definition of “Interest Remittance Amount” and clause (b) of the definition of
“Principal Remittance Amount” in any Anniversary Year, other than costs and
      expenses incurred by the Trustee pursuant to Sections 6.11, 6.14 and 7.01 in
      connection with any transfer of servicing, shall not be withdrawn from the
      Certificate Account and paid to the Trustee and the Trustee’s reimbursement for
      such excess amounts shall be made pursuant to Section 5A.02(e)(i)(C), Section
      5B.02(d)(i)(C), Section 5C.02(e)(i)(C) and Section 5D.02(e)(i)(C)
      hereof;

    


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

    


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

    


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

    


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

    


    The
      Trustee may invest, or cause to be invested, funds held in the Certificate
      Account, which funds, if invested, shall be invested by the Trustee in Eligible
      Investments (which may be obligations of the Trustee or its affiliates). If
      invested, all such investments must be payable on demand or mature no later
      than
      the next Distribution Date (except with respect to such investments in an amount
      equal to the aggregate of any Net Swap Payments and any Swap Termination
      Payments payable to the Swap Counterparty, such amount to mature no later than
      the next Swap Payment Date), and shall not be sold or disposed of prior to
      their
      maturity. All such Eligible Investments will be made in the name of the Trustee
      (in its capacity as such) or its nominee. All income and gain realized from
      any
      such investment for each Distribution Date shall be compensation to the Trustee
      and shall be subject to its withdrawal on order from time to time. The amount
      of
      any losses incurred in respect of any 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.

    



    
      
        
        

      

      
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    ARTICLE
      V

    


    DISTRIBUTIONS
      TO HOLDERS OF CERTIFICATES

    


    Section
      5.01. Distributions
      Generally. 

    


    (a)
       On
      each
      Distribution Date, so long as the Offered Certificates are outstanding, the
      Trustee (or the Paying Agent on behalf of the Trustee) shall make distributions
      to Holders of the Certificates in accordance with this Article V; provided,
      however, that
      if a
      Section 7.01(d) Purchase Event has occurred with respect to any of the Pooling
      REMIC I Regular Interests or Pooling REMIC II Regular Interests, the
      distributions related to such Pooling REMIC Regular Interests shall be made
      in
      accordance with Sections 5A.02(i) through (k) or Sections 5B.02(h) through
      (j),
      as applicable. 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.

    


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

    



    
      
        
        

      

      
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    Section
      5.02. Distributions
      from the Certificate Account. 

    


    (a)
       Distributions
      from the Certificate Account to the Group I Certificates will be made in
      accordance with the provisions set forth in Annex 5A.02 attached
      hereto.

    


    (b)
       Distributions
      from the Certificate Account to the Group II Certificates will be made in
      accordance with the provisions set forth in Annex 5B.02 attached
      hereto.

    


    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 aggregate Class Principal Amount
      of
      the Group I Certificates shall be reduced by the amount of any Pool 1-2 Applied
      Loss Amount for such date, in the following order of priority:

    


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

    


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

    


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

    


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

    


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

    


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

    


    (vii)
       to
      the
      Class I-M4 Certificates, until the Class Principal Amount of such Class has
      been
      reduced to zero;

    


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

    


    (ix)
       to
      the
      Class I-M2 Certificates, until the Class Principal Amount of such Class has
      been
      reduced to zero; 

    


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

    



    
      
        
        

      

      
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    (xi)
       to
      the
      Group 1 Senior Certificates (other than the Class 2-AIO Certificates),
pro
      rata,
      (in the
      case of Realized Losses attributable to Mortgage Loans in Pool 1) and to the
      Group 2 Senior Certificates (in the case of Realized Losses attributable to
      Mortgage Loans in Pool 2); provided,
      that
      additional losses with respect to the Mortgage Loans in Pool 1 that would
      otherwise reduce the Class Principal Amounts of the Class 1-A1 Certificates
      and
      the A2(1) and A3(1) Components will instead be allocated to the A3(1)
      Components, until the A3(1) Components are reduced to zero, and then such losses
      will be allocated to the A2(1) Components until the A2(1) Components are reduced
      to zero, and then such losses will be allocated to the Class 1-A1
      Certificates until
      the
      Class Principal Amount of such Class has been reduced to zero; and in the case
      of additional losses on the Mortgage Loans in Pool 2, losses otherwise allocable
      to the Class 2-A1 Certificates and the A2(2) and the A3(2) Components will
      instead be allocated to the A3(2) Components, until the A3(2) Components are
      reduced to zero, and then such losses will be allocated to the A2(2) Components
      until the Class Principal Amount of the A2(2) Components has been reduced to
      zero, and then such losses will be allocated to the Class 2-A1
      Certificates until
      the
      Class Principal Amount of such Class 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
      II Certificates shall be reduced by the amount of any Pool 3 Applied Loss Amount
      for such date, in the following order of priority:

    


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

    


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

    


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

    


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

    


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

    


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

    


    (vii)
       to
      the
      Class II-M2 Certificates, until the Class Principal Amount thereof has been
      reduced to zero; 

    


    (viii)
       to
      the
      Class II-M1 Certificates, until the Class Principal Amount thereof has been
      reduced to zero; and

    



    
      
        
        

      

      
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    (ix)
       to
      the
      Group II Senior Certificates (other than the Class 3-A3-3 and 3-AIO
      Certificates), on a pro
      rata
      basis,
      in proportion to the Class Principal Amount of each such class until the
      respective Class Principal Amount of each such class has been reduced to
      zero;
      provided, however,
      that
      losses that would otherwise reduce the Class Principal Amounts of the Class
      3-A6
      Certificates will first reduce the Class Principal Amount of the Class 3-A7
      Certificates until the Class Principal Amount of the Class 3-A7 Certificates
      has
      been reduced to zero, and thereafter such losses will be allocated to reduce
      the
      Class Principal Amounts of the Class 3-A6 Certificates,
      until
      the
      Class Principal Amount of such class 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 a 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.

    


    (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 I Certificates, the Pool 1-2 Basis
      Risk
      Reserve Fund, into which LBH shall initially deposit $1,000. The Pool 1-2 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.

    


    (b)
       On
      each
      Distribution Date the Trustee (or Paying Agent) shall distribute in the order
      of
      priority and to the extent specified in Section 5A.02(e)(iv) of this Agreement
      any amounts then on deposit in the Pool 1-2 Basis Risk Reserve Fund, including
      any earnings thereon. On any Distribution Date, any amounts that the Trustee
      is
      not required to distribute from the Pool 1-2 Basis Risk Reserve Fund pursuant
      to
      Section 5A.02(e)(iv) shall remain on deposit in the Pool 1-2 Basis Risk Reserve
      Fund.

    


    (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 II Certificates, the Pool 3 Basis Risk
      Reserve Fund, into which LBH shall initially deposit $1,000. The Pool 3 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 the Trustee (or Paying Agent) shall distribute in the order
      of
      priority and to the extent specified in Section 5B.02(d)(iv) of this Agreement
      any amounts then on deposit in the Pool 3 Basis Risk Reserve Fund, including
      any
      earnings thereon. On any Distribution Date, any amounts that the Trustee is
      not
      required to distribute from the Pool 3 Basis Risk Reserve Fund pursuant to
      Section 5B.02(d)(iv) shall remain on deposit in the Pool 3 Basis Risk Reserve
      Fund.

    



    
      
        
        

      

      
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    (e)
       Funds
      in
      the Pool 1-2 Basis Risk Reserve Fund and the Pool 3 Basis Risk Reserve Fund
      shall be invested in Eligible Investments. The Class I-X Certificates shall
      evidence ownership of the Pool 1-2 Basis Risk Reserve Fund for federal income
      tax purposes and the Class II-X Certificates shall evidence ownership of the
      Pool 3 Basis Risk Reserve Fund for federal income tax purposes and LBH on behalf
      of the Holders thereof shall direct the Trustee, in writing, as to investment
      of
      amounts on deposit therein. LBH shall be liable for any losses incurred on
      such
      investments. In the absence of written instructions from LBH as to investment
      of
      funds on deposit in the Pool 1-2 Basis Risk Reserve Fund and the Pool 3 Basis
      Risk Reserve Fund, such funds shall remain uninvested. The Pool 1-2 Basis Risk
      Reserve Fund will be terminated after the earlier of (A) a Section 7.01(d)
      Purchase Event or (B) a Pool 1-2 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 3 Basis Risk Reserve Fund
      will
      be terminated after the earlier of (A) a Section 7.01(d) Purchase Event or
      (B) a
      Pool 3 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; Swap and Cap Accounts. 

    


    (a)
       A
      separate trust is hereby established (the “Supplemental Interest Trust”), the
      corpus of which shall be held by the Trustee, in trust, for the benefit of
      the
      holders of the LIBOR Certificates. The Trustee, as trustee of the Supplemental
      Interest Trust, shall establish an account (the “Group I Swap Account”), into
      which LBH shall initially deposit $1,000 on the Closing Date. The Group I 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 I Cap Account”), into which LBH shall initially deposit
      $1,000. The Group I 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 I Collateral Account”) into which funds shall be deposited
      pursuant to Section 5.07(g). The Group I Collateral Account shall be an Eligible
      Account, and funds on deposit therein shall be held separate and apart from,
      and
      shall not be commingled with, any other monies, including, without limitation,
      other monies of the Trustee held pursuant to this Agreement.

    


    (d)
       The
      Trustee, as trustee of the Trust Fund, shall establish an account (the “Class
      3-A1 Cap Account”), into which LBH shall initially deposit $1,000. The Class
      3-A1 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.

    



    
      
        
        

      

      
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    (e)
       The
      Trustee, on behalf of the Trust Fund, shall establish an account (the “Class
      3-A1 Collateral Account”) into which funds shall be deposited pursuant to
      Section 5.07(g). The Class 3-A1 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.

    


    (f)
       The
      Trustee shall deposit into the Group I Swap Account any Net Swap Payment
      required pursuant to Sections 5A.02(b), (c), (d) and (g), any Swap Termination
      Payment with respect to the Group I Swap Agreement required pursuant to Sections
      5A.02(b), (c), (d) and (g), any amounts received from the Swap Counterparty
      under the Group I Swap Agreement, and shall distribute from the Group I Swap
      Account any Net Swap Payment required pursuant to Section 5A.02(g)(i) or Section
      5A.02(j), as applicable, or Swap Termination Payment with respect to the Group
      I
      Swap Agreement required pursuant to Section 5A.02(g)(ii), Section 5A.02(g)(xi)
      or Section 5A.02(j), as applicable.

    


    (g)
       The
      Trustee shall deposit into the Group I Cap Account any amounts received from
      the
      Cap Counterparty under the Group I Cap Agreement. In addition, the Trustee
      shall
      deposit into the Class 3-A1 Cap Account any amounts received from the Cap
      Counterparty under the Class 3-A1 Cap Agreement.

    


    (h)
       Funds
      in
      the Group I Swap Account shall be invested in Eligible Investments. Any earnings
      on such amounts shall be distributed on each Distribution Date pursuant to
      Section 5A.02(g) or Section 5A.02(j), as applicable. The Class I-X Certificates
      shall evidence ownership of the Group I 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 I Swap Account, such funds shall remain uninvested. Any
      amounts on deposit in the Group I Swap Account in excess of the Group I Swap
      Amount on any Distribution Date shall be held for distribution pursuant to
      Section 5A.02(g) or Section 5A.02(j), as applicable, on the following
      Distribution Date.

    


    (i)
       Funds
      in
      the Group I Cap Account shall be invested in Eligible Investments. Any earnings
      on such amounts shall be distributed on each Distribution Date pursuant to
      Section 5A.02(f) or Section 5A.02(k), as applicable. The Class I-X Certificates
      shall evidence ownership of the Group I 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 I Cap Account, such funds shall remain uninvested. Any
      amounts on deposit in the Group I Cap Account in excess of the Group I Cap
      Amount on any Distribution Date shall be held for distribution pursuant to
      Section 5A.02(f) or Section 5A.02(k), as applicable, on the following
      Distribution Date.

    


    (j)
       Funds
      in
      the Class 3-A1 Cap Account shall be invested in Eligible Investments. Any
      earnings on such amounts shall be distributed on each Distribution Date pursuant
      to Section 5B.02(e) or Section 5B.02(j), as applicable. The Class II-X
      Certificates shall evidence ownership of the Class 3-A1 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 II-X
      Certificateholders shall be liable for any losses incurred on such investments.
      In the absence of written instructions from the Class II-X Certificateholders
      as
      to investment of funds on deposit in the Class 3-A1 Cap Account, such funds
      shall remain uninvested. Any amounts on deposit in the Class 3-A1 Cap Account
      in
      excess of the Class 3-A1 Cap Amount on any Distribution Date shall be held
      for
      distribution pursuant to Section 5B.02(e) or Section 5B.02(j), as applicable,
      on
      the following Distribution Date.

    



    
      
        
        

      

      
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    (k)
       Funds
      required to be held pursuant to the Credit Support Annex shall be deposited
      into
      the Group I Collateral Account or the Class 3-A1 Collateral Account, as
      applicable. Funds posted by the Cap Counterparty (or its credit support
      provider) and/or the Swap Counterparty (or its credit support provider) in
      the
      applicable Collateral Account shall be invested in Eligible Investments at
      the
      written direction of the Swap Counterparty. Any interest earnings on such
      amounts shall be remitted to the Cap Counterparty and/or the Swap Counterparty,
      as applicable, pursuant to the terms of the Credit Support Annex. The Trustee
      shall not be liable for any losses incurred on such investments. In the absence
      of written instructions from the Cap Counterparty (or its credit support
      provider) and/or the Swap Counterparty (or its credit support provider) as
      to
      investment of funds on deposit in the Collateral Accounts, such funds shall
      remain uninvested.

    


    (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 Swap Counterparty as a result of its failure to make
      payments pursuant to the Group I Swap Agreement, amounts necessary to cover
      such
      shortfall shall be removed from the Group I Collateral Account, remitted to
      the
      Group I Swap Account and distributed as all or a portion of such Net Swap
      Payment or Swap Termination Payment pursuant to Section 5A.02(g) or Section
      5A.02(j), as applicable. On any Distribution Date as to which a shortfall exists
      with respect to Group I Cap Amount owed by the Cap Counterparty as a result
      of
      its failure to make payments pursuant to the Group I Cap Agreement, amounts
      necessary to cover such shortfall shall be removed from the Group I Collateral
      Account, remitted to the Group I Cap Account and distributed as all or a portion
      of such Group I Cap Amount pursuant to Section 5A.02(f) or Section 5A.02(k),
      as
      applicable. Any amounts on deposit in the Group I Collateral Account required
      to
      be returned to the Cap Counterparty (or its credit support provider) and/or
      the
      Swap Counterparty (or its credit support provider), as applicable, as a result
      of (i) the termination of the Group I Swap Agreement or the Group I Cap
      Agreement, as applicable, (ii) the procurement of a guarantor, (iii) the
      reinstatement of required ratings or (iv) otherwise pursuant to the Group I
      Swap
      Agreement, shall be released directly to the Swap Counterparty and/or the Cap
      Counterparty, as applicable, pursuant to the terms of the Credit Support
      Annex.

    


    (ii)
       On
      any
      Distribution Date as to which a shortfall exists with respect to Class 3-A1
      Cap
      Amount owed by the Cap Counterparty as a result of its failure to make payments
      pursuant to the Class 3-A1 Cap Agreement, amounts necessary to cover such
      shortfall shall be removed from the Class 3-A1 Collateral Account, remitted
      to
      the Class 3-A1 Cap Account and distributed as all or a portion of such Class
      3-A1 Cap Amount pursuant to Section 5B.02(e) or Section 5B.02(j), as applicable.
      Any amounts on deposit in the Class 3-A1 Collateral Account required to be
      returned to the Cap Counterparty (or its credit support provider) as a result
      of
      (i) the termination of the Class 3-A1 Cap Agreement, (ii) the procurement of
      a
      guarantor or (iii) the reinstatement of required ratings, shall be released
      directly to the Cap Counterparty pursuant to the terms of the Credit Support
      Annex.

    



    
      
        
        

      

      
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    (l)
       Upon
      termination of the Trust Fund, any amounts remaining in the Group I Swap Account
      shall be distributed pursuant to the priorities set forth in Section 5A.02(g)
      or
      Section 5A.02(j), as applicable.

    


    (m)
       Upon
      termination of the Trust Fund, (i) any amounts remaining in the Group I Cap
      Account shall be distributed pursuant to the priorities set forth in Section
      5A.02(f) or Section 5A.02(k), as applicable, and (ii) any amounts remaining
      in
      the Class 3-A1 Cap Account shall be distributed pursuant to the priorities
      set
      forth in Section 5B.02(e) or Section 5B.02(j), as applicable.

    


    (n)
       Upon
      termination of the Trust Fund, any amounts remaining in the Group I Collateral
      Account and the Class 3-A1 Collateral Account shall be distributed as required
      pursuant to the terms of the Credit Support Annex. 

    


    (o)
       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 Certificates unless and
      until the date when either (a) there is more than one holder of the Class
      I-X Certificates or (b) 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.

    


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

    


    (q)
       In
      the
      event that either the Swap Counterparty or the Cap Counterparty fails to perform
      any of its obligations under the Group I Swap Agreement or the Group I 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 I Swap Agreement or the Group I 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
      I
      Swap Agreement or the Group I Cap Agreement, as applicable), the Trustee on
      behalf of the Supplemental Interest Trust, shall (upon a Responsible Officer
      of
      the Trustee receiving written notice or having actual knowledge of the
      occurrence thereof), no later than the next Business Day following such failure,
      breach or occurrence, of which the Trustee has actual knowledge, notify the
      Swap
      Counterparty or Cap Counterparty, as applicable, and give any notice of such
      failure and make any demand for payment pursuant to the Group I Swap Agreement
      or Group I Cap Agreement, as applicable. In the event that the Swap
      Counterparty’s obligations under the Group I Swap Agreement or the Cap
      Counterparty’s obligations under the Group I Cap Agreement are at any time
      guaranteed by a third party, then to the extent that the Swap Counterparty
      or
      the Cap Counterparty fails to make any payment or delivery required under terms
      of the Group I Swap Agreement or the Group I 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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    (r)
       In
      the
      event that either the Cap Counterparty fails to perform any of its obligations
      under the Class 3-A1 Cap Agreement (including, without limitation, its
      obligations to make any payment or transfer collateral), or breaches any of
      its
      representations and warranties under the Class 3-A1 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 Class 3-A1 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 Cap
      Counterparty and give any notice of such failure and make any demand for payment
      pursuant to the Class 3-A1 Cap Agreement. In the event that the Cap
      Counterparty’s obligations under the Class 3-A1 Cap Agreement are at any time
      guaranteed by a third party, and the Cap Counterparty fails to make any payment
      or delivery required under terms of the Class 3-A1 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 Swap Counterparty. 

    


    The
      Swap
      Counterparty shall be deemed a third-party beneficiary of this Agreement to
      the
      same extent as if it were a party hereto and shall have the right, upon
      designation of an “Early Termination Date” (as defined in the Group I Swap
      Agreement), to enforce its rights under this Agreement, which rights include
      but
      are not limited to the obligation of the Trustee with respect to the Group
      I
      Swap Agreement (A) to deposit any Net Swap Payment required pursuant to Sections
      5A.02(b), (c), (d) and (g), and any Swap Termination Payment required pursuant
      to Sections 5A.02(b), (c), (d) and (g) into the Group I Swap Account and to
      pay
      any Net Swap Payment required pursuant to Section 5A.02(g)(i) or 5A.02(j),
      as
      applicable, or Swap Termination Payment required pursuant to Section
      5A.02(g)(ii), Section 5A.02(g)(xi) and Section 5A.02(j), as applicable, to
      the
      Swap Counterparty and (C) to establish and maintain the Group I Swap Account,
      to
      make such deposits thereto, investments therein and distributions therefrom
      as
      are required pursuant to Section 5.07. For the protection and enforcement of
      the
      provisions of this Section the Swap Counterparty shall be entitled to such
      relief as can be given either at law or in equity.

    


    Section
      5.09. Termination
      Receipts. 

    


    (a)
       In
      the
      event of an “Early Termination Event” as defined under the Group I Swap
      Agreement, (i) any Swap Termination Payment made by the Swap Counterparty to
      the
      Group I Swap Account and paid pursuant to Section 5A.02(g)(x) or Section
      5A.02(j) (“Group I Termination Receipts”) will be deposited in a segregated
      non-interest bearing account which shall be an Eligible Account established
      by
      the Trustee (the “Group I Swap Termination Receipts Account”) and (ii) any
      amounts received from a replacement Swap Counterparty (“Group I 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 I 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
      I
      Swap Termination Receipts Account and the Group I 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 I Swap Termination
      Receipts Account or the Group I 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 I 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 I Swap
      Termination Receipts Account, if necessary, to enter into a replacement Group
      I
      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 I Swap Agreement) that such replacement Group I Swap Agreement will not
      result in the reduction or withdrawal of the rating of any outstanding Class
      of
      Group I Certificates (other than the Class 1-A1 and Class 2-AIO Certificates)
      with respect to which it is a Rating Agency.

    


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

    


    (b)
       In
      the
      event of an “Early Termination Event” as defined under the Group I Cap
      Agreement, (i) any Group I Cap Termination Payment made by the Cap Counterparty
      to the Group I Cap Account and paid pursuant to Section 5A.02(f)(viii) (“Group I
      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 I Cap Termination Receipts Account”) and (ii) any amounts received
      from a replacement Cap Counterparty (“Group I 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 I 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 I Cap Termination
      Receipts Account and the Group I 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 I Certificateholders (other than the Class 1-A1 and Class 2-AIO
      Certificateholders). All such investments must be payable on demand or mature
      on
      a Distribution Date or such other date as directed by the Group I
      Certificateholders (other than the Class 1-A1 and Class 2-AIO
      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 I Cap Termination Receipts Account or the Group
      I 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 Group I 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 I Cap Agreement)
      that such replacement Cap Agreement(s) will not result in the reduction or
      withdrawal of the rating of any outstanding Class of Group I Certificates (other
      than the Class 1-A1 and Class 2-AIO Certificates) with respect to which it
      is a
      Rating Agency. 

    


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

    


    Section
      5.10. Class
      3-A1 Termination Receipts. 

    


    In
      the
      event of an “Early Termination Event” as defined under the Class 3-A1 Cap
      Agreement, (i) any Class 3-A1 Cap Termination Payment made by the Cap
      Counterparty to the Class 3-A1 Cap Account and paid pursuant to Section
      5B.02(i)(v) (“Class 3-A1 Cap Termination Receipts”) will be deposited in a
      segregated non-interest bearing account which shall be an Eligible Account
      established by the Trustee (the “Class 3-A1 Cap Termination Receipts Account”)
      and (ii) any amounts received from a replacement Cap Counterparty (“Class 3-A1
      Cap Replacement Receipts”) shall be deposited in a segregated non-interest
      bearing account which shall be an Eligible Account established by the Trustee
      (the “Class 3-A1 Cap Replacement Receipts Account”). Solely upon written
      direction of the Depositor, the Trustee shall invest, or cause to be invested,
      funds held in the Class 3-A1 Cap Termination Receipts Account and the Class
      3-A1
      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 3-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 3-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 Class 3-A1 Cap
      Termination Receipts Account or the Class 3-A1 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 Class 3-A1 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 Class 3-A1 Cap Agreement) that such
      replacement Cap Agreement(s) will not result in the reduction or withdrawal
      of
      the rating of the Class 3-A1 Certificates.

    


    Amounts
      on deposit in the Class 3-A1 Cap Replacement Receipts Account shall be held
      for
      the benefit of the related Cap Counterparty and paid to such Cap Counterparty
      if
      the Trust Fund is required to make a payment to such Cap Counterparty following
      an event of default or termination event with respect to the Trust Fund under
      the related 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
      5.11. 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 limited to the availability,
      timeliness and accuracy of the information provided to it by the Master
      Servicer.

    


    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.

    



    
      
        
        

      

      
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    (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 Sections 5.02 and 5B.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.

    


    (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 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 5B.02(b)(iii), 5B.02(c)(i)(B),
      5B.02(c)(ii)(B) or 5B.02(d)(i)(B), as applicable.

    



    
      
        
        

      

      
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    (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 5B.02(b)(iii), 5B.02(c)(i)(B), 5B.02(c)(ii)(B) or 5B.02(d)(i)(B),
      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 Sections
      5.02 and 5B.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.

    


    (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 3 pursuant to Article VII hereof.

    



    
      
        
        

      

      
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    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.

    


    (b)
       The
      Trustee, upon receipt of all resolutions, certificates, statements, opinions,
      reports, documents, orders or other instruments furnished to the Trustee which
      are specifically required to be furnished pursuant to any provision of this
      Agreement, shall examine them to determine whether they are in the form required
      by this Agreement; provided,
      however,
      that
      the Trustee shall not be responsible for the accuracy or content of any such
      resolution, certificate, statement, opinion, report, document, order or other
      instrument furnished by the Master Servicer, any Servicer, the Swap Counterparty
      or the Cap Counterparty to the Trustee pursuant to this Agreement, and shall
      not
      be required to recalculate or verify any numerical information furnished to
      the
      Trustee pursuant to this Agreement. Subject to the immediately preceding
      sentence, if any such resolution, certificate, statement, opinion, report,
      document, order or other instrument is found not to conform on its face to
      the
      form required by this Agreement 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;

    



    
      
        
        

      

      
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    (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

    


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

    


    (d)
       The
      Trustee shall have no duty hereunder with respect to any complaint, claim,
      demand, notice or other document it may receive or which may be alleged to
      have
      been delivered to or served upon it by the parties as a consequence of the
      assignment of any Mortgage Loan hereunder; provided,
      however,
      that the
      Trustee shall promptly remit to the Master Servicer upon receipt any such
      complaint, claim, demand, notice or other document (i) which is delivered to
      the
      Corporate Trust Office of the Trustee, (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.

    



    
      
        
        

      

      
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    (g)
       The
      Trustee shall not be held liable by reason of any insufficiency in the
      Collection Account, the Pool 1-2 Basis Risk Reserve Fund, the Pool 3 Basis
      Risk
      Reserve Fund, the Group I Swap Account, the Group I Cap Account, the Class
      3-A1
      Cap Account, the Group I Collateral Account or the Class 3-A1 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 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 Cap Counterparty, the Swap Counterparty or the
      Depositor delivered to the Trustee pursuant to this Agreement believed by the
      Trustee to be genuine and to have been signed or presented by the proper party
      or parties.

    


    (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, none of the Trustee or any 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 2007-6, 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 2007-6, 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.


    



    
      
        
        

      

      
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    (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 2007-6, 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. 

    


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

    


    (n)
       For
      as
      long as the Depositor is subject to Exchange Act reporting with respect to
      the
      Trust Fund, the Trustee and the Paying Agent (if other than the Trustee) shall
      notify the Depositor, the Master Servicer and the Sponsor within 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.

    



    
      
        
        

      

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

    


    Section
      6.02. Certain
      Matters Affecting the Trustee. 

    


    Except
      as
      otherwise provided in Section 6.01:

    


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

    


    (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 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 I Cap
      Agreement, the Class 3-A1 Cap Agreement, the Group I Swap Agreement, 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 I Swap Agreement, the Group I Cap Agreement, the Class 3-A1 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. 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 Swap Counterparty, the Cap Counterparty and the Master
      Servicer. Upon receiving such notice of resignation, the Depositor will promptly
      appoint a successor trustee acceptable to any NIMS Insurer by written
      instrument, one copy of which instrument shall be delivered to the resigning
      Trustee, one copy to the Certificate Insurer, one copy to the successor trustee
      and one copy to each of the Master Servicer, the Swap Counterparty, the Cap
      Counterparty and any NIMS Insurer. If no successor trustee shall have been
      so
      appointed and shall have accepted appointment within 30 days after the giving
      of
      such notice of resignation, the resigning Trustee may petition any court of
      competent jurisdiction for the appointment of a successor trustee.

    


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

    



    
      
        
        

      

      
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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 Swap Counterparty, the Cap
      Counterparty and any NIMS Insurer; the Depositor shall thereupon appoint a
      successor trustee in accordance with this Section mutually acceptable to the
      Depositor and the Master Servicer and any NIMS Insurer.

    


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

    


    Section
      6.07. Successor
      Trustee. 

    


    (a)
       Any
      successor trustee appointed as provided in Section 6.06 shall execute,
      acknowledge and deliver to the Depositor, the Swap Counterparty, the Cap
      Counterparty, the Master Servicer, the Certificate Insurer and any NIMS Insurer
      and to its predecessor trustee (i) an instrument accepting such appointment
      hereunder and (ii) if such successor trustee is appointed at any time during
      the
      period that a Form 10-K is being filed with respect to the Trust in accordance
      with the Exchange Act and the rules and regulations of the Commission, the
      certification required pursuant to the first sentence of Section 6.01(k)
      indicating which Servicing Criteria are applicable to such successor trustee,
      and thereupon the resignation or removal of the predecessor trustee shall become
      effective and such successor trustee without any further act, deed or
      conveyance, shall become fully vested with all the rights, powers, duties and
      obligations of its predecessor hereunder, with like effect as if originally
      named as trustee herein. The predecessor trustee (or its custodian) shall
      deliver to the 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 I Swap Agreement, the Group I Cap Agreement,
      the Class 3-A1 Cap Agreement, the Mortgage Loan Sale Agreement, any Transfer
      Agreement, any Servicing Agreement or any Custodial Agreement, including any
      applicable fees and expenses payable pursuant to Section 6.12 and the costs
      and
      expenses of defending themselves against any claim in connection with the
      exercise or performance of any of their powers or duties hereunder, provided
      that:

    


    (i)
       with
      respect to any such claim, the Trustee shall have given the Depositor, the
      Master Servicer, any NIMS Insurer, 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;

    



    
      
        
        

      

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

    


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

    


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

    


    The
      provisions of this Section 6.11 shall survive any termination of this Agreement
      and the resignation or removal of the Trustee and shall be construed to include,
      but not be limited to any loss, liability or expense under any environmental
      law.

    


    Section
      6.12. Fees
      and Expenses of Trustee and 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
      Sections 5A.02 and 5B.02 hereof.

    


    Section
      6.13. Collection
      of Monies. 

    


    Except
      as
      otherwise expressly provided in this Agreement, the Trustee may demand payment
      or delivery of, and shall receive and collect, all money and other property
      payable to or receivable by the Trustee pursuant to this Agreement. The Trustee
      shall hold all such money and property received by it as part of the Trust
      Fund
      and shall distribute it as provided in this Agreement. If the Trustee shall
      not
      have timely received amounts to be remitted with respect to the Mortgage Loans
      from the Master Servicer, the Trustee shall request the Master Servicer to
      make
      such distribution as promptly as practicable or legally permitted. If the
      Trustee shall subsequently receive any such amounts, it may withdraw such
      request.

    



    
      
        
        

      

      
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    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

    


    (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

    



    
      
        
        

      

      
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    (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 time on the related Distribution Date) after the date
      upon which such written notice of such failure shall have been given to the
      Master Servicer by the Trustee.

    


    If
      an
      Event of Default described in clauses (i) through (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; provided,
      however
      the
      obligation to make Advances by the Trustee shall be effective upon the Trustee
      providing notice of the termination to the Master Servicer pursuant to this
      Section 6.14. The Trustee is hereby authorized and empowered to execute and
      deliver, on behalf of the defaulting Master Servicer as attorney-in-fact or
      otherwise, any and all documents and other instruments, and to do or accomplish
      all other acts or things necessary or appropriate to effect the purposes of
      such
      notice of termination, whether to complete the transfer and endorsement or
      assignment of the Mortgage Loans and related documents or otherwise. The
      defaulting Master Servicer agrees to cooperate with the Trustee in effecting
      the
      termination of the defaulting Master Servicer’s responsibilities and rights
      hereunder as Master Servicer including, without limitation, notifying Servicers
      of the assignment of the master servicing function and providing the Trustee
      or
      its designee all documents and records in electronic or other form reasonably
      requested by it to enable the Trustee or its designee to assume the defaulting
      Master Servicer’s functions hereunder and the transfer to the Trustee or its
      designee for administration by it of all amounts which shall at the time be
      or
      should have been deposited by the defaulting Master Servicer in the Collection
      Account maintained by such defaulting Master Servicer and any other account
      or
      fund maintained with respect to the Certificates or thereafter received with
      respect to the Mortgage Loans. The Master Servicer being terminated (or the
      Trust Fund, if the Master Servicer is unable to fulfill its obligations
      hereunder) as a result of an Event of Default shall bear all costs of a master
      servicing transfer, including but not limited to those of the Trustee reasonably
      allocable to specific employees and overhead, legal fees and expenses,
      accounting and financial consulting fees and expenses, and costs of amending
      the
      Agreement, if necessary. 

    



    
      
        
        

      

      
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    The
      Trustee shall be entitled to be reimbursed from the Master Servicer (or by
      the
      Trust Fund, if the Master Servicer is unable to fulfill its obligations
      hereunder) for all costs associated with the transfer of servicing from the
      predecessor Master Servicer, including, without limitation, any costs or
      expenses associated with the complete transfer of all servicing data and the
      completion, correction or manipulation of such servicing data as may be required
      by the Trustee to correct any errors or insufficiencies in the master servicing
      data or otherwise to enable the Trustee to master service the Mortgage Loans
      properly and effectively. If the terminated Master Servicer does not pay such
      reimbursement within thirty (30) days of its receipt of an invoice therefore,
      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,
      any
      NIMS Insurer, the Swap Counterparty, the Cap Counterparty and each Rating Agency
      of the nature and extent of such Event of Default. The Trustee shall immediately
      give written notice to the Master Servicer upon the Master Servicer’s failure to
      remit funds to the Trustee on the Master Servicer Remittance Date. 

    


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

    


    (c)
       Notwithstanding
      the above, the Trustee may, if it shall be unwilling to continue to so act,
      or
      shall, if it is unable to so act, petition a court of competent jurisdiction
      to
      appoint, or appoint on its own behalf any established housing and home finance
      institution servicer, master servicer, servicing or mortgage servicing
      institution having a net worth of not less than $15,000,000 and meeting such
      other standards for a successor master servicer as are set forth in this
      Agreement, as the successor to such Master Servicer in the assumption of all
      of
      the responsibilities, duties or liabilities of the Master Servicer hereunder.
      Such successor master servicer shall have no responsibility for any act or
      omission of the Master Servicer prior to such successor’s assumption of the
      Master Servicer’s rights and obligations hereunder and such successor master
      servicer shall also have no liability relating to the representations and
      warranties of the Master Servicer set forth in Section 9.14. Any entity
      designated by the Trustee as a successor master servicer may be an Affiliate
      of
      the Trustee; provided,
      however,
      that,
      unless such Affiliate meets the net worth requirements and other standards
      set
      forth herein for a successor master servicer, the Trustee in its individual
      capacity shall agree, at the time of such designation, to be and remain liable
      to the Trust Fund for such Affiliate’s actions and omissions in performing its
      duties hereunder. In connection with such appointment and assumption, the
      Trustee may make such arrangements for the compensation of such successor out
      of
      payments on Mortgage Loans as it and such successor shall agree; provided,
      however,
      that no
      such compensation shall be in excess of that permitted to the Master Servicer
      hereunder. The Trustee and such successor shall take such actions, consistent
      with this Agreement, as shall be necessary to effectuate any such succession
      and
      may make other arrangements with respect to the servicing to be conducted
      hereunder which are not inconsistent herewith. The Master Servicer shall
      cooperate with the Trustee and any successor master servicer in effecting the
      termination of the Master Servicer’s responsibilities and rights hereunder
      including, without limitation, notifying Mortgagors of the assignment of the
      master servicing functions and providing the Trustee and successor master
      servicer, as applicable, all documents and records in electronic or other form
      reasonably requested by it to enable it to assume the Master Servicer’s
      functions hereunder and the transfer to the Trustee or such successor master
      servicer, as applicable, all amounts which shall at the time be or should have
      been deposited by the Master Servicer in the Collection Account and any other
      account or fund maintained with respect to the Certificates or the Pooling
      REMIC
      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. 

    



    
      
        
        

      

      
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    Section
      6.15. Additional
      Remedies of Trustee Upon Event of Default. 

    


    During
      the continuance of any Event of Default, so long as such Event of Default shall
      not have been remedied, the Trustee, in addition to the rights specified in
      Section 6.14, shall have the right, in its own name and as trustee of an express
      trust, to take all actions now or hereafter existing at law, in equity or by
      statute to enforce its rights and remedies and to protect the interests, and
      enforce the rights and remedies, of any NIMS Insurer, 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.

    


    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.

    



    
      
        
        

      

      
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    Section
      6.17. Notification
      to Holders. 

    


    Upon
      termination of the Master Servicer or appointment of a successor to the Master
      Servicer, in each case as provided herein, the Trustee shall promptly mail
      notice thereof by first class mail to the Certificate Insurer, the
      Certificateholders at their respective addresses appearing on the Certificate
      Register, any NIMS Insurer the Swap Counterparty and the Cap Counterparty.
      The
      Trustee shall also, within 45 days after the occurrence of any Event of Default
      known to a Responsible Officer of the Trustee, give written notice thereof
      to
      any NIMS Insurer and the Certificateholders, unless such Event of Default shall
      have been cured or waived prior to the issuance of such notice and within such
      45-day period.

    


    
      	 	
              Section
                6.18.

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

            


    

    


    Subject
      to the provisions of Section 8.01 hereof, during the continuance of any Event
      of
      Default, Holders of Certificates evidencing not less than 25% of the Class
      Principal Amount (or Percentage Interest) of each Class of Certificates affected
      thereby may, with the consent of any NIMS Insurer, direct the time, method
      and
      place of conducting any proceeding for any remedy available to the Trustee,
      or
      exercising any trust or power conferred upon the Trustee, under this Agreement;
      provided,
      however,
      that the
      Trustee shall be under no obligation to pursue any such remedy, or to exercise
      any of the trusts or powers vested in it by this Agreement (including, without
      limitation, (i) the conducting or defending of any administrative action or
      litigation hereunder or in relation hereto and (ii) the terminating of the
      Master Servicer or any successor master servicer from its rights and duties
      as
      master servicer hereunder) at the request, order or direction of any of the
      Certificateholders, or any NIMS Insurer, unless such Certificateholders, or
      any
      NIMS Insurer, shall have offered to the Trustee reasonable security or indemnity
      against the cost, expenses and liabilities which may be incurred therein or
      thereby; and, provided further, that, subject to the provisions of Section
      8.01,
      the Trustee shall have the right to decline to follow any such direction if
      the
      Trustee, in accordance with an Opinion of Counsel, determines that the action
      or
      proceeding so directed may not lawfully be taken or if the Trustee in good
      faith
      determines that the action or proceeding so directed would involve it in
      personal liability for which it is not indemnified to its satisfaction or be
      unjustly prejudicial to the non-assenting Certificateholders.

    


    
      	 	
              Section
                6.19.

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

            


    

    


    In
      the
      event that a Responsible Officer of the Trustee shall have actual knowledge
      of
      any action or inaction of the Master Servicer that would become an Event of
      Default upon the Master Servicer’s failure to remedy the same after notice, the
      Trustee shall give notice thereof to the Master Servicer, the Certificate
      Insurer, any NIMS Insurer, the Cap Counterparty and Swap Counterparty, as
      applicable. 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 Certificate
      Insurer, the Master Servicer or the Certificateholders.

    



    
      
        
        

      

      
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    Section
      6.20. Preparation
      of Tax Returns and 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.

    


    (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, any Cap Counterparty, any Swap
      Counterparty or any Subservicer or Subcontractor therefor, no later than three
      Business Days after the related Distribution Date, the following additional
      information, data, and materials, in a form suitable for conversion to the
      format required for filing with the Commission via EDGAR, required to be
      included in the Distribution Report on Form 10-D for such Distribution
      Date:

    



    
      
        
        

      

      
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    (A)
       Item
      1 -
      Distribution and Pool Performance Information (each of the data elements
      specified in Item 1121(a)(11), (12) and (14) of Regulation AB);

    


    (B)
       Item
      2 -
      Legal Proceedings (information required by Item 1117 of Regulation
      AB);

    


    (C)
       Item
      3 -
      Sale of Securities and Use of Proceeds (information required by Item 2 of Part
      II of Form 10-Q);

    


    (D)
       Item
      4 -
      Defaults Upon Senior Securities (information required by Item 3 of Part II
      of
      Form 10-Q);

    


    (E)
       Item
      5 -
      Submission of Matters to a Vote of Security Holders (information required by
      Item 4 of Part II of Form 10-Q);

    


    (F)
       Item
      6 -
      Significant Obligors of Pool Assets (information required by Item 1112(b) of
      Regulation AB);

    


    (G)
       Item
      7 -
      Significant Enhancement Provider Information (information required by Items
      1114(b)(2) and 1115(b) of Regulation AB);

    


    (H)
       Item
      8 -
      Other Information (all other information required to be disclosed on Form 8-K
      during the period covered by the report and not yet reported); and 

    


    (I)
       Item
      9 -
      Exhibits (all exhibits required to be filed by Form 10-D and Item 601 of
      Regulation S-K other than the Distribution Date Statement to be provided by
      the
      Trustee).

    


    Any
      disclosure in addition to the Distribution Date Statement that is required
      to be
      included on Form 10-D (“Additional
      Form 10-D Disclosure”)
      shall
      be reported by the parties set forth on Exhibit Q to the Depositor and the
      Trustee and directed and approved by the Depositor pursuant to the following
      paragraph, and the Trustee will have no duty or liability for any failure
      hereunder to determine or prepare any Additional Form 10-D Disclosure to the
      extent that such information is required to be provided by a party other than
      the Trustee, except as set forth in the next paragraph.

    


    (ii) After
      preparing the Form 10-D, the Trustee shall forward electronically a draft copy
      of the Form 10-D to the Exchange Act Signing Party for review and approval.
      If
      the Master Servicer is the Exchange Act Signing Party and the Form 10-D includes
      Additional Form 10-D Disclosure, then the Form 10-D shall also be electronically
      distributed to the Depositor for review and approval. No later than two Business
      Days prior to the 15th
      calendar
      day after the related Distribution Date, a duly authorized 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. 

    



    
      
        
        

      

      
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    (e)
       Reports
      Filed on Form 10-K.

    


    (i) On
      or
      prior to the 90th
      day
      after the end of each fiscal year of the Trust Fund or such earlier date as
      may
      be required by the Exchange Act (the “10-K Filing Deadline”) (it being
      understood that the fiscal year for the Trust Fund ends on December
      31st
      of each
      year), commencing in March 2008, and, unless and until a Form 15 Suspension
      Notification shall have been filed, the Trustee shall prepare and file (but
      will
      not execute) a Form 10-K in respect of the Trust Fund, which shall include
      the
      certification required pursuant to Rule 13a-14 under the Exchange Act (the
“Form
      10-K Certification”) signed by an appropriate party or parties (which Form 10-K
      Certification the Trustee shall not be required to prepare or sign) and such
      other information as is required by the Rules; provided,
      that,
      the Trustee shall have received from the Depositor, each Servicer, each
      Custodian, each Additional Servicer, any Servicing Function Participant and
      the
      Master Servicer (each, a “Reporting Servicer”), no later than March 15th of each
      calendar year prior to the filing deadline for such Annual Report, all
      information, data, assessments of compliance, accountant’s attestations and
      exhibits required to be provided or filed with such Annual Report including
      information, data, assessments of compliance, accountant’s attestations and
      exhibits required to be provided in connection with the following Items and
      other filing requirements of Form 10-K: 

    


    (A) Item
      9B -
      Other Information (information required to be reported on Form 8-K in the fourth
      quarter but not reported);

    


    (B) Item
      15 -
      Exhibits and Financial Statement Schedules (including all exhibits required
      to
      be filed pursuant to Item 601 of Regulation S-K under the Exchange Act other
      than the certification specified in Item 601(b)(31)(ii) of Regulation S-K and
      the Assessment of Compliance, Attestation Report, and Compliance Statement
      specified in Item 601(b)(33), (34) and (35) of Regulation S-K with respect
      to
      those Servicing Criteria as to which the Trustee is the Item 1122 Responsible
      Party); 

    


    (C) Significant
      Obligor Financial Information (Item 1112(b) of Regulation AB);

    


    (D) Significant
      Enhancement Provider Financial Information (Items 1114(b)(2) and 1115(b) of
      Regulation AB);

    


    (E) Legal
      Proceedings (Item 1117 of Regulation AB);

    


    (F) Affiliations
      and Certain Relationships and Related; Transactions (Item 1119 of Regulation
      AB);

    



    
      
        
        

      

      
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    (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.

    


    (v) Each
      person (including their officers or directors) that signs any Form 10-K
      Certification shall be entitled to indemnification from the Trust Fund for
      any
      liability or expense incurred by it in connection with such certification,
      other
      than any liability or expense attributable to such Person’s own bad faith,
      negligence or willful misconduct. The provisions of this subsection shall
      survive any termination of this Agreement and the resignation or removal of
      such
      Person.

    


    (f)
       Reports
      Filed on Form 8-K.

    


    (i) Within
      four Business Days after the occurrence of an event requiring disclosure on
      Form
      8-K (each such event, a “Reportable Event”), at the written direction and
      expense of the Depositor, the Trustee shall prepare and file Current Reports
      on
      Form 8-K in respect of the Trust Fund, as required by the Exchange Act;
provided,
      that,
      the Depositor shall have timely notified the Trustee of an item reportable
      on a
      Current Report on Form 8-K and shall have delivered to the Trustee no later
      than
      two Business Days prior to the filing deadline for such Current Report, all
      information, data, and exhibits required to be provided or filed with such
      Current Report, including, particularly, information, data and exhibits, in
      a
      form suitable for conversion to the format required for filing with the
      Commission via EDGAR, required to be provided in connection with the following
      Items of Form 8-K:

    



    
      
        
        

      

      
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    (A) Item
      1.01
      - Entry into a Material Definitive Agreement;

    


    (B) Item
      1.02
      - Termination of a Material Definitive Agreement;

    


    (C) Item
      1.03
      - Bankruptcy or Receivership;

    


    (D) Item
      2.04
      - Triggering Events that Accelerate or Increase a Direct Financial Obligation
      or
      an Obligation under an Off-Balance Sheet Arrangement;

    


    (E) Item
      3.03
      - Material Modification to Rights of Security Holders;

    


    (F) Item
      5.03
      - Amendments of Articles of Incorporation or Bylaws; Change of Fiscal
      Year

    


    (G) Item
      6.02
      - Change in Servicer or Trustee;

    


    (H) Item
      6.03
      - Change in Credit Enhancement or Other External Support;

    


    (I) Item
      6.04
      - Failure to Make a Required Distribution; and

    


    (J) Item
      6.05
      - Securities Act Updating Disclosure.

    


    Any
      disclosure or information related to a Reportable Event or that is otherwise
      required to be included on Form 8-K other than the initial Form 8-K
      (“Form
      8-K Disclosure Information”)
      shall
      be reported by the parties set forth on Exhibit S to the Depositor and the
      Trustee and directed and approved by the Depositor pursuant to the following
      paragraph, and the Trustee will have no duty or liability for any failure
      hereunder to determine or prepare any Form 8-K Disclosure Information or any
      Form 8-K to the extent that such information is required to be provided by
      a
      party other than the Trustee, except as set forth in the next paragraph.


    


    (ii) After
      preparing the Form 8-K, the Trustee shall forward electronically, no later
      than
      Noon New York City time on the 3rd
      Business
      Day after the Reportable Event, a draft copy of the Form 8-K to the Exchange
      Act
      Signing Party for review and approval. If the Master Servicer is the Exchange
      Act Signing Party, then the Form 8-K shall also be electronically distributed
      to
      the Depositor for review and approval. No later than 1 p.m. New York City time
      on the 4th
      Business
      Day after the Reportable Event, a duly authorized officer of the Exchange Act
      Signing Party shall sign the Form 8-K and return an electronic or fax copy
      of
      such signed Form 8-K (with an original executed hard copy to follow by overnight
      mail) to the Trustee. If a Form 8-K cannot be filed on time or if a previously
      filed Form 8-K needs to be amended, the Trustee will follow the procedures
      set
      forth in subsection (g) of this Section 6.20. Promptly (but no later than one
      Business Day) after filing with the Commission, the Trustee will make available
      on its internet website a final executed copy of each Form 8-K filed by the
      Trustee. The parties to this Agreement acknowledge that the performance by
      the
      Trustee of its duties under this Section 6.20(f) related to the timely
      preparation and filing of Form 8-K is contingent upon such parties strictly
      observing all applicable deadlines in the performance of their duties under
      this
      Section 6.20(f). The Trustee shall have no liability for any loss, expense,
      damage, claim arising out of or with respect to any failure to properly prepare
      and/or timely file such Form 8-K, where such failure results from the Trustee’s
      inability or failure to obtain or receive, on a timely basis, any information
      from any other party hereto needed to prepare or file such Form 8-K, not
      resulting from its own negligence, bad faith or willful misconduct. The Trustee
      shall not be responsible (1) for the content of any of the information provided
      pursuant to clauses (f)(i)(A) - (J) above (unless such item is provided by
      and
      specific to the Trustee or its Subcontractor, in which case the Trustee will
      be
      responsible for the content of such information; provided
      that
      such
      information is not revised without the prior consent of the Trustee), (2) for
      determining what information is required to be filed on a Form 8-K in connection
      with the transactions contemplated by this Agreement (unless such information
      is
      specific to the Trustee, in which case the Trustee will be responsible for
      making such a determination, unless such information is not included in the
      final Form 8-K without the consent of the Trustee), (3) for reformatting any
      information that is not in a form suitable for conversion to the format required
      for filing with the Commission via EDGAR so that it is able to be filed on
      EDGAR
      or (4) for any late filing of a Form 8-K in the event that it does not receive
      all information, data, signatures and exhibits required to be provided or filed
      on or prior to the second Business Day prior to the applicable filing deadline.
      The Trustee has no duty under this Agreement to monitor or enforce the
      performance by the parties listed on Exhibit S of their duties under this
      paragraph or proactively solicit or procure from such parties any Additional
      Form 10-K Disclosure information. The Depositor will be responsible for any
      reasonable fees and expenses assessed or incurred by the Trustee in connection
      with including any Form 8-K Disclosure Information on Form 8-K pursuant to
      this
      paragraph.

    



    
      
        
        

      

      
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    (g)
       Delisting;
      Amendments; Late Filings.

    


    (i) Prior
      to
      January 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 From 15 will not be filed.

    


    (ii) In
      the
      event that the Trustee becomes aware that it will be unable to timely file
      with
      the Commission all or any required portion of any Form 8-K, 10-D or 10-K
      required to be filed by this Agreement because required disclosure information
      was either not delivered to it or delivered to it after the delivery deadlines
      set forth in this Agreement or for any other reason, the Trustee will
      immediately notify the Depositor. In the case of Form 10-D and 10-K, the parties
      to this Agreement and each Servicer will cooperate to prepare and file a Form
      12b-25 and a Form 10-D/A and 10-K/A as applicable, pursuant to Rule 12b-25
      of
      the Exchange Act. In the case of Form 8-K, the Trustee will, upon receipt of
      all
      required Form 8-K Disclosure Information and upon the approval and direction
      of
      the Depositor, include such disclosure information on the next Form 10-D. In
      the
      event that any previously filed Form 8-K, 10-D or 10-K needs to be amended
      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 Form 8-K/A, 10-D/A or 10-K/A. Any Form 15, Form 12b-25
      or
      any amendment to Form 8-K, 10-D or 10-K shall be signed by a senior officer
      or a
      duly authorized representative, as applicable, of the Exchange Act Signing
      Party. The parties to this Agreement acknowledge that the performance by the
      Trustee of its duties under this Section 6.20(g) related to the timely
      preparation and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K,
      10-D or 10-K is contingent upon each such party performing its duties under
      this
      Section. The Trustee shall have no liability for any loss, expense, damage
      or
      claim arising out of or with respect to any failure to properly prepare and/or
      timely file any such Form 15, Form 12b-25 or any amendments to Forms 8-K, 10-D
      or 10-K, where such failure results from the Trustee’s inability or failure to
      obtain or receive, on a timely basis, any information from any other party
      hereto needed to prepare, arrange for execution or file such Form 15, Form
      12b-25 or any amendments to Forms 8-K, 10-D or 10-K, not resulting from its
      own
      negligence, bad faith or willful misconduct.

    



    
      
        
        

      

      
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    (h)
       The
      Trustee, with the prior consent of the Depositor, may include in any Exchange
      Act report all relevant information, data, and exhibits as the Trustee may
      receive in connection with such report irrespective of any provision that may
      permit the exclusion of such material. For example, the Trustee, with the prior
      consent of the Depositor, may file all Assessments of Compliance, Attestation
      Reports and Compliance Statements timely received from any Item 1122 Responsible
      Party irrespective of any applicable minimum pool asset percentage requirement
      for disclosure related to such Item 1122 Responsible Party.

    


    (i)
       Any
      party
      that signs any Exchange Act report that the Trustee is required to file shall
      provide to the Trustee prompt notice of the execution of such Exchange Act
      report along with the name and contact information for the person signing such
      report and shall promptly deliver to the Trustee the original executed signature
      page for such report. In addition, each of the parties agrees to provide to
      the
      Trustee such additional information related to such party as the Trustee may
      reasonably request, including evidence of the authorization of the person
      signing any certification or statement, financial information and reports,
      and
      such other information related to such party or its performance
      hereunder.

    


    (j)
       The
      Depositor and the Master Servicer, by mutual agreement, shall determine which
      of
      the Depositor or the Master Servicer shall be the initial Exchange Act Signing
      Party. Upon such determination, the Depositor shall timely notify the Trustee,
      and such notice shall provide contact information for the Exchange Act Signing
      Party. If the Depositor and Master Servicer, at any time, mutually agree to
      change the identity of the Exchange Act Signing Party, the Depositor shall
      provide timely notice to the Trustee of any such change. Any n notice delivered
      pursuant to this Section 6.20 may be by fax or electronic copy notwithstanding
      the notice provisions of Section 11.07.

    



    
      
        
        

      

      
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    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 2007-6 shall not to be merged or consolidated with any other
      entity, except as a result of a final judicial determination.

    


    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 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 and
      Pool
      2 shall terminate on the earliest of (i) the final payment or other liquidation
      of the last Mortgage Loan remaining in Pool 1 and 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(b) and (iii) the Latest
      Possible Maturity Date (each, a “Pool 1-2 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 1-2 Termination Event,
      each REMIC related to Pool 1 and 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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    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 3 shall terminate on the
      earliest of (i) the final payment or other liquidation of the last Mortgage
      Loan
      remaining in Pool 3 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(d) and (iii) the Latest Possible Maturity Date (each, a “Pool
      3 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 3 Termination Event,
      each REMIC related to Pool 3 shall be terminated in a manner that shall qualify
      as a “qualified liquidation” under the REMIC Provisions as evidenced by an
      Opinion of Counsel provided to the Trustee at the expense of the Trust
      Fund.

    


    (b)
       On
      any
      Distribution Date occurring on or after the Pool 1-2 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 1 and Pool 2 and any REO Property related to Pool 1 and Pool
      2 for
      the Pool 1-2 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 I NIM Securities outstanding, the Master Servicer may only
      exercise its option after receiving the prior written consent of the holders
      of
      such Group I NIM Securities and, if such consent is given, the Pool 1-2 Purchase
      Price shall also include an amount equal to the sum of (1) any accrued interest
      on the Group I NIM Securities, (2) the unpaid principal balance of any such
      Group I NIM Securities and (3) any other reimbursable expenses owed by the
      issuer of the Group I NIM Securities (the “Group I NIM Redemption Amount”). Upon
      exercise of such option, the property of the Trust Fund in Pool 1 and Pool
      2
      shall be sold to the Master Servicer for the Pool 1-2 Purchase Price. The Master
      Servicer, each Servicer (or the Trustee, if applicable) shall be reimbursed
      from
      the Pool 1-2 Purchase Price for any Mortgage Loan in Pool 1 and Pool 2 or
      related REO Property for any Advances made or other amounts advanced with
      respect to the Mortgage Loans in Pool 1 and 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 or the Trustee hereunder or the Servicers
      thereunder, and the Trustee shall be entitled to be reimbursed from the Pool
      1-2
      Purchase Price for any related amounts owed to the Trustee under Section 6.11
      and Section 6.12 hereof. If the NIMS Insurer directs the Master Servicer to
      exercise its right to cause the Trust Fund to sell its property in Pool 1 and
      Pool 2 as described above, then (i) the Master Servicer shall cause the Trust
      Fund to sell its property in Pool 1 and Pool 2 as described above, (ii) the
      NIMS
      Insurer shall remit the Pool 1-2 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 1 and
      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 1 and 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 1 and 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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    On
      any
      Distribution Date occurring on or after the Pool 3 Initial Optional Termination
      Date, the Master Servicer or the LTURI-holder, as applicable, with the prior
      written consent of the Certificate Insurer, any NIMS Insurer and the Seller
      (which consent shall not be unreasonably withheld) has the option to purchase
      the Mortgage Loans in Pool 3 and any REO Property related to Pool 3 for the
      Pool
      3 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 II NIM Securities outstanding, the Master Servicer may only
      exercise its option after receiving the prior written consent of the holders
      of
      the Group II NIM Securities and, if such consent is given, the Pool 3 Purchase
      Price shall also include an amount equal to the sum of (1) any accrued
      interest on the Group II NIM Securities, (2) the unpaid principal balance of
      any
      such Group II NIM Securities and (3) any other reimbursable expenses owed by
      the
      issuer of the Group II NIM Securities (the “Group II NIM Redemption Amount”).
      Upon exercise of such option, the property of the Trust Fund in Pool 3 shall
      be
      sold to the Master Servicer for the Pool 3 Purchase Price. The Master Servicer,
      each Servicer (or the Trustee, if applicable) shall be reimbursed from the
      Pool
      3 Purchase Price for any Mortgage Loan in Pool 3 or related REO Property for
      any
      Advances made or other amounts advanced with respect to the Mortgage Loans
      in
      Pool 3 that are reimbursable to the Master Servicer or the Trustee under this
      Agreement or the related Servicing Agreement, together with any accrued and
      unpaid compensation 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 3 Purchase Price for any related amounts owed to the
      Trustee under Section 6.11 and Section 6.12 hereof. If the NIMS Insurer directs
      the Master Servicer to exercise its right to cause the Trust Fund to sell its
      property in Pool 3 as described above, then (i) the Master Servicer shall cause
      the Trust Fund to sell its property in Pool 3 as described above, (ii) the
      NIMS
      Insurer shall remit the Pool 3 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 3 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 3 at the direction of the
      NIMS
      Insurer and shall indemnify and hold harmless the Master Servicer and the
      Trustee for any losses, liabilities or expenses resulting from any claims
      directly resulting from or relating to the Master Servicer’s or Trustee’s sale
      of the property in Pool 3 at the direction of the NIMS Insurer, except to the
      extent such losses, liabilities or expenses arise out of or result from the
      Master Servicer’s or Trustee’s, as the case may be, negligence, bad faith or
      willful misconduct.

    



    
      
        
        

      

      
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    (c)
       [Reserved].

    


    (d)
       On
      any
      Distribution Date occurring on or after the Pool 1-2 Initial Optional
      Termination Date or the Pool 3 Initial Optional Termination Date, as applicable,
      and provided there are no related 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 and Pool 2, the Pooling REMIC
      I
      Regular Interests shall be sold to the Master Servicer at a price (the “Pooling
      REMIC I Regular Interest Price”) equal to the sum of (i) 100% of the unpaid
      principal balance of each Pool 1 and 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 Pooling REMIC I, such fair market value to be determined by
      an
      independent appraiser or appraisers mutually agreed upon by the Master Servicer,
      any NIMS Insurer and the Trustee (reduced, in the case of REO Property, by
      (1)
      reasonably anticipated disposition costs and (2) any amount by which the fair
      market value as so reduced exceeds the outstanding principal balance of the
      related Mortgage Loan plus interest accrued thereon at the applicable Net
      Mortgage Rate to the date of such purchase). If the Master Servicer elects
      to
      exercise such option, each REMIC created pursuant to this Agreement related
      to
      Pool 1 and Pool 2 (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. 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 Certificates
      (other than the Class I-LT-R Certificates) will be made in accordance with
      Section 7.03(a)(iii) and 5A.02. The Trust Fund, as it relates Pool 1 and Pool
      2,
      will terminate upon the occurrence of a Pool 1-2 Termination Event, in
      accordance with Section 7.01(a).

    


    Upon
      exercise of such option with respect to Pool 3, 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 3 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 Pooling
      REMIC II, such fair market value to be determined by an independent appraiser
      or
      appraisers mutually agreed upon by the Master Servicer, any NIMS Insurer and
      the
      Trustee (reduced, in the case of REO Property, by (1) reasonably anticipated
      disposition costs and (2) any amount by which the fair market value as so
      reduced exceeds the outstanding principal balance of the related Mortgage Loan
      plus interest accrued thereon at the applicable Net Mortgage Rate to the date
      of
      such purchase). If the Master Servicer elects to exercise such option, each
      REMIC created pursuant to this Agreement related to Pool 3 (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 Lower-Tier REMIC II Uncertificated Regular Interests
      pursuant to this subsection, the Trust Fund (and Pooling REMIC II) will remain
      outstanding and final payment on the Certificates (other than the Class II-LT-R
      Certificates) will be made in accordance with Section 7.03(a)(iii) and 5B.02.
      The Trust Fund, as it relates to Pool 3, will terminate upon the occurrence
      of a
      Pool 3 Termination Event, in accordance with Section 7.01(a).

    



    
      
        
        

      

      
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    The
      Trust
      Fund will terminate upon the occurrence of a Trust Fund Termination Event,
      in
      accordance with Section 7.01(a).

    


    
      	 	
              Section
                7.02.

            	
              Procedure
                Upon Termination of Trust Fund or Purchase of Pooling REMIC I Regular
                Interests or the 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 the 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 and Pool 2 or related to Pool 3 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 1-2 Termination Event or Pool 3 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 5A.02 and Section 5B.02, as applicable,
      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 and 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. 

    



    
      
        
        

      

      
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    In
      the
      case of a purchase of the Pooling REMIC I Regular Interests or 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 5A.02 and Section 5B.02, as
      applicable, (other than any distributions to the Class I-LT-R Certificates
      in
      respect of Pooling REMIC I and the Class II-LT-R Certificates 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
      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 Pooling REMIC II Regular Interests, all amounts
      that would be distributed on the related Certificates (other than the Class
      I-LT-R Certificates or the Class II-LT-R Certificates, 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.

    


    (b)
       In
      the
      event that all of the Holders do not surrender their Certificates for
      cancellation within three months after the time specified in the above-mentioned
      written notice, the Trustee shall give a second written notice to the remaining
      Certificateholders to surrender their Certificates for cancellation and receive
      the final distribution with respect thereto. If within one year after the second
      notice any Certificates shall not have been surrendered for cancellation, the
      Trustee may take appropriate steps to contact the remaining Certificateholders
      concerning surrender of such Certificates, and the cost thereof shall be paid
      out of the amounts distributable to such Holders. If within two years after
      the
      second notice any Certificates shall not have been surrendered for cancellation,
      the Trustee shall, subject to applicable state law relating to escheatment,
      hold
      all amounts distributable to such Holders for the benefit of such Holders.
      No
      interest shall accrue on any amount held by the Trustee and not distributed
      to a
      Certificateholder due to such Certificateholder’s failure to surrender its
      Certificate(s) for payment of the final distribution thereon in accordance
      with
      this Section.

    


    (c)
       Any
      reasonable expenses incurred by the Trustee in connection with any Trust Fund
      Termination Event or any purchase of the either the Pooling REMIC I Regular
      Interests or Pooling REMIC II Regular Interests shall be reimbursed from
      proceeds received from such termination or purchase.

    



    
      
        
        

      

      
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              Section
                7.03.

            	
              Additional
                Requirements for any Trust Fund Termination Event or Purchase of
                either
                the Pooling REMIC I Regular Interests or 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 Pooling REMIC II Regular Interests
      pursuant to Section 7.01(b) or Section 7.01(d), respectively), and subsequently
      receives, an Opinion of Counsel (at the expense of such requesting party),
      addressed to the Trustee and any NIMS Insurer to the effect that the failure
      to
      comply with the requirements of this Section 7.03 will not result in an Adverse
      REMIC Event:

    


    (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 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 Pooling REMIC II Regular Interests, the Trustee shall adopt a
      plan
      of complete liquidation on behalf of each related 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 the purchase of the Pooling REMIC
      II
      Regular Interests), meeting the requirements of a qualified liquidation under
      the REMIC Provisions;

    


    (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, 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 1-2 Termination Event or
      a
      Pool 3 Termination Event, any Swap Termination Payment owed to the Swap
      Counterparty on the related Swap Payment Date (to the extent not paid on
      previous Swap Payment Dates) in accordance with Section 5A.02 or Section 5B.02,
      as applicable. 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.

    



    
      
        
        

      

      
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    (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
      purchase which would be materially adverse to the related Certificateholders
      or
      the Certificate Insurer.

    


    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 Percentage
      Interest) of Certificates of each Class affected thereby shall, with the prior
      written consent of any NIMS Insurer, have made written request upon the Trustee
      to institute such action, suit or proceeding in its own name as Trustee
      hereunder and shall have offered to the Trustee such reasonable indemnity as
      it
      may require against the cost, expenses and liabilities to be incurred therein
      or
      thereby, and the Trustee, for sixty days after its receipt of such notice,
      request and offer of indemnity, shall have neglected or refused to institute
      any
      such action, suit or proceeding and no direction inconsistent with such written
      request has been given the Trustee during such sixty-day period by such
      Certificateholders or any NIMS Insurer; it being understood and intended, and
      being expressly covenanted by each Certificateholder with every other
      Certificateholder, any NIMS Insurer and the Trustee, that no one or more Holders
      of Certificates shall have any right in any manner whatever by virtue or by
      availing of any provision of this Agreement to affect, disturb or prejudice
      the
      rights of the Holders of any other of such Certificates or the rights of any
      NIMS Insurer, or to obtain or seek to obtain priority over or preference to
      any
      other such Holder or any NIMS Insurer, or to enforce any right under this
      Agreement, except in the manner herein provided and for the benefit of all
      Certificateholders. For the protection and enforcement of the provisions of
      this
      Section, each and every Certificateholder, 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.

    



    
      
        
        

      

      
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    Section
      8.03. Acts
      of Holders of Certificates. 

    


    (a)
       Any
      request, demand, authorization, direction, notice, consent, waiver or other
      action provided by this Agreement to be given or taken by Holders or Certificate
      Owner, if the Holder is a Clearing Agency, may be embodied in and evidenced
      by
      one or more instruments of substantially similar tenor signed by such Holders
      in
      person or by agent duly appointed in writing; and, except as herein otherwise
      expressly provided, such action shall become effective when such instrument
      or
      instruments are delivered to the Trustee, the Certificate Registrar and the
      Paying Agent and, where expressly required herein, to the Master Servicer.
      Such
      instrument or instruments (as the action embodies therein and evidenced thereby)
      are herein sometimes referred to as an “Act” of the Holders signing such
      instrument or instruments. Proof of execution of any such instrument or of
      a
      writing appointing any such agents shall be sufficient for any purpose of this
      Agreement and conclusive in favor of the Trustee and the Master Servicer, if
      made in the manner provided in this Section. Each of the Trustee and the Master
      Servicer shall promptly notify the others of receipt of any such instrument
      by
      it, and shall promptly forward a copy of such instrument to the
      others.

    


    (b)
       The
      fact
      and date of the execution by any Person of any such instrument or writing may
      be
      proved by the affidavit of a witness of such execution or by the certificate
      of
      any notary public or other officer authorized by law to take acknowledgments
      or
      deeds, certifying that the individual signing such instrument or writing
      acknowledged to him the execution thereof. Whenever such execution is by an
      officer of a corporation or a member of a partnership on behalf of such
      corporation or partnership, such certificate or affidavit shall also constitute
      sufficient proof of his authority. The fact and date of the execution of any
      such instrument or writing, or the authority of the individual executing the
      same, may also be proved in any other manner which the Trustee deems
      sufficient.

    


    (c)
       The
      ownership of Certificates, 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.

    



    
      
        
        

      

      
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    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.

    


    
      	 	
              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.

    



    
      
        
        

      

      
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    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.

    


    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
      Certificateholders and the Certificate Insurer 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, the Certificate Insurer, any
      NIMS 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.

    



    
      
        
        

      

      
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    Section
      9.07. Termination
      of Servicing Agreements; Successor Servicers. 

    


    (a)
       The
      Master Servicer shall be entitled to terminate the rights and obligations of
      any
      Servicer under the applicable Servicing Agreement in accordance with the terms
      and conditions of such Servicing Agreement and without any limitation by virtue
      of this Agreement; provided,
      however,
      that in
      the event of termination of any Servicing Agreement by the Master Servicer
      or
      the related Servicer, the Master Servicer shall either act as Servicer of the
      related Mortgage Loans or provide for the servicing of the Mortgage Loans by
      a
      successor servicer to be appointed as provided in the applicable Servicing
      Agreement.

    


    The
      parties acknowledge that notwithstanding the preceding sentence, there may
      be a
      transition period, not to exceed 90 days, in order to effect the transfer of
      servicing to a successor servicer. The Master Servicer shall be entitled to
      be
      reimbursed from each Servicer (or by the Trust Fund, if the Servicer is unable
      to fulfill its obligations hereunder) for all costs associated with the transfer
      of servicing from the predecessor servicer, including without limitation, any
      costs or expenses associated with the complete transfer of all servicing data
      and the completion, correction or manipulation of such servicing data, as may
      be
      required by the Master Servicer to correct any errors or insufficiencies in
      the
      servicing data or otherwise to enable the Master Servicer to service the
      Mortgage Loans properly and effectively.

    


    (b)
       If
      the
      Master Servicer acts as a successor servicer, it will not assume liability
      for
      the representations and warranties of the Servicer, if any, that it replaces.
      The Master Servicer shall use reasonable efforts to have the successor servicer
      assume liability for the representations and warranties made by the terminated
      Servicer in the related Servicing Agreement, and in the event of any such
      assumption by the successor servicer, the Trustee or the Master Servicer, as
      applicable, may, in the exercise of its business judgment, release the
      terminated Servicer from liability for such representations and
      warranties.

    


    (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, the Certificate Insurer, any NIMS Insurer and the
      Certificateholders in accordance with the provisions of this Agreement, to
      the
      extent of its obligations hereunder, without diminution of such obligation
      or
      liability by virtue of such Servicing Agreements. The Master Servicer shall
      use
      commercially reasonable efforts to ensure that the Mortgage Loans are serviced
      in accordance with the provisions of this Agreement and shall use commercially
      reasonable efforts to enforce the provisions of each Servicing Agreement for
      the
      benefit of the Certificateholders, 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 collectability of, such Mortgage
      Loan would not be materially adversely affected thereby. Any fee collected
      by
      the Master Servicer or the related Servicer for processing such a request will
      be retained by the Master Servicer or such Servicer as additional servicing
      compensation.

    


    Section
      9.12. Release
      of Mortgage Files.

    


    (a)
       Upon
      (i)
      becoming aware of the payment in full of any Mortgage Loan or (ii) the receipt
      by the Master Servicer of a notification that payment in full has been or will
      be escrowed in a manner customary for such purposes, the Master Servicer shall,
      or shall cause the applicable Servicer to, promptly notify the Trustee (or
      the
      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 to the
      Trustee, its respective agents and accountants at any time upon reasonable
      request and during normal business hours, to the Certificate Insurer and to
      Certificateholders that are savings and loan associations, banks or insurance
      companies, the Office of Thrift Supervision, the FDIC and the supervisory agents
      and examiners of such Office and Corporation or examiners of any other federal
      or state banking or insurance regulatory authority if so required by applicable
      regulations of the Office of Thrift Supervision or other regulatory authority,
      such access to be afforded without charge but only upon reasonable request
      in
      writing and during normal business hours at the offices of the Master Servicer
      designated by it. In fulfilling such a request the Master Servicer shall not
      be
      responsible for determining the sufficiency of such information.

    



    
      
        
        

      

      
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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, the Trustee and any NIMS Insurer
      one or more Opinions of Counsel, dated the Closing Date, in form and substance
      reasonably satisfactory to the Depositor and Lehman Brothers Inc., as to the
      due
      authorization, execution and delivery of this Agreement by the Master Servicer
      and the enforceability thereof. 

    


    Section
      9.16. Standard
      Hazard and Flood Insurance Policies. 

    


    For
      each
      Mortgage Loan (other than a Cooperative Loan), the Master Servicer shall
      maintain, or cause to be maintained by each Servicer, standard fire and casualty
      insurance and, where applicable, flood insurance, all in accordance with the
      provisions of this Agreement and the related Servicing Agreement, as applicable.
      It is understood and agreed that such insurance shall be with insurers meeting
      the eligibility requirements set forth in the applicable Servicing Agreement
      and
      that no earthquake or other additional insurance is to be required of any
      Mortgagor or to be maintained on property acquired in respect of a defaulted
      loan, other than pursuant to such applicable laws and regulations as shall
      at
      any time be in force and as shall require such additional
      insurance.

    


    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 Certificateholders and the Certificate Insurer 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 Certificateholders
      and the Certificate Insurer 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, the Certificate
      Insurer, any NIMS Insurer and any Certificateholders (or by the Trustee at
      the
      Master Servicer’s expense if the Master Servicer shall fail to provide such
      copies to the Certificateholders (unless (i) the Master Servicer shall have
      failed to provide the Trustee with such statement or (ii) the Trustee shall
      be
      unaware of the Master Servicer’s failure to provide such
      statement)).

    


    (b)
       Not
      later
      than two Business Days following each Distribution Date, the Master Servicer
      shall deliver to one Person designated by the Depositor, in a format consistent
      with other electronic loan level reporting supplied by the Master Servicer
      in
      connection with similar transactions, “loan level” information with respect to
      the Mortgage Loans as of the related Determination Date, to the extent that
      such
      information has been provided to the Master Servicer by the Servicers or by
      the
      Depositor.

    


    (c)
       All
      information, reports and statements prepared by the Master Servicer under this
      Agreement shall be based upon information supplied to the Master Servicer by
      the
      Servicer without independent verification thereof and the Master Servicer shall
      be entitled to rely on such information.

    


    Section
      9.25. Assessment
      of Compliance and Attestation Reports .

    



    
      
        
        

      

      
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    (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) submit
      their assessments to the Trustee and the Depositor, such parties will also
      at
      such time include the assessment (and attestation pursuant to subsection (b)
      of
      this Section 9.25) of each Servicing Function Participant engaged by it and
      shall indicate to the 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 parties, the Exchange Act Signing Party shall
      confirm that each assessment submitted pursuant subsection (a) of this Section
      9.25 is coupled with an attestation meeting the requirements of this Section
      and
      notify the Depositor of any exceptions. 

    


    (c)
       The
      Master Servicer’s 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.

    


    (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.

    



    
      
        
        

      

      
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    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 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, the Trustee,
      the
      Certificate Insurer and any NIMS Insurer 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 Certificate
      Insurer, the Trustee and any NIMS Insurer shall immediately notify the Master
      Servicer if a claim is made by a third party with respect to this Agreement
      or
      the Mortgage Loans entitling the Depositor, the Sponsor, the Certificate
      Insurer, the Trustee or any NIMS Insurer to indemnification hereunder, whereupon
      the Master Servicer shall assume the defense of any such claim and pay all
      expenses in connection therewith, including counsel fees, and promptly pay,
      discharge and satisfy any judgment or decree which may be entered against it
      or
      them in respect of such claim. This indemnification shall survive the
      termination of this Agreement or the termination of the Master Servicer as
      a
      party to this Agreement.

    


    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.

    



    
      
        
        

      

      
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    (b)
       The
      Closing Date is hereby designated as the “Startup Day” of each REMIC within the
      meaning of Section 860G(a)(9) of the Code. The latest possible maturity date
      for
      purposes of Treasury Regulation 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.

    


    (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).

    



    
      
        
        

      

      
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    (f)
       The
      Trustee, the Master Servicer and the Holders of Certificates shall take any
      action, within their respective control and scope of their duties, or cause
      any
      REMIC to take any action necessary to create or maintain the status of any
      REMIC
      as a REMIC under the REMIC Provisions and shall assist each other as necessary
      to create or maintain such status. Neither the Trustee, the Master Servicer
      nor
      the Holder of any Residual Certificate shall knowingly take any action, 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.

    


    (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 1-2 Basis Risk Reserve Fund, the Group
        I
        Cap Account, the Group I Swap Account and the Group I Collateral Account
        as an
        outside reserve fund within the meaning of Treasury Regulation Section
        1.860G-2(h) that is owned by the Holders of the Class I-X Certificates and
        that
        is not an asset of any REMIC and all amounts deposited into such accounts
        shall
        be treated as amounts distributed to the Class I-X Certificateholders (or
        the
        applicable components thereof). The Trustee shall treat each of the Pool
        3 Basis
        Risk Reserve Fund, the Class 3-A1 Cap Account and the Class 3-A1 Collateral
        Account as an outside reserve fund within the meaning of Treasury Regulation
        Section 1.860G-2(h) that is owned by the Holders of the Class II-X Certificates
        and that is not an asset of any REMIC and all amounts deposited into such
        accounts shall be treated as amounts distributed to the Class II-X
        Certificateholders (or the applicable components thereof). The Trustee shall
        treat the Pool 3 Basis Risk Reserve Fund as an outside reserve fund within
        the
        meaning of Treasury Regulation Section 1.860G-2(h) that is owned by Holders
        of
        the Class II-X Certificates and that is not an asset of any REMIC.

       

    

    



    
      
        
        

      

      
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    (m)
       For
      federal income tax purposes, upon any sale of the property held by the Trust
      Fund pursuant to Section 7.01(b), any NIM Redemption Amount paid by the Master
      Servicer shall not be treated as a portion of the purchase price paid for such
      property but shall instead be treated as an amount paid by the Master Servicer
      to the Holders of the Class I-X Certificates (in the case of any Group I NIM
      Redemption Amount) and the Class II-X Certificates (in the case of any Group
      II
      NIM Redemption Amount), as applicable, immediately before the purchase of the
      property held by the Trust Fund.

    
      

        (n)
           The
          Trustee shall treat the rights of the Group II Certificateholders (other
          than
          the Holders of the Class II-X, Class II-LT-R, Class II-R, Class 3-P
          Certificates) to receive Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls
          as rights in interest rate cap contracts, written by the Class II-X
          Certificateholders. The Trustee shall treat the rights of the Group II
          Certificateholders (other than the Holders of the Class II-X, Class II-LT-R,
          Class II-R and Class 3-P Certificates) to receive Basis Risk Shortfalls
          and
          Unpaid Basis Risk Shortfalls as rights in an interest rate cap contract,
          written
          by the Class II-X Certificateholders. 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 1-P, Class 2-P and Class 3-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. In addition,
          pursuant to the notional principal contracts written by the Class I-X all
          beneficial owners of the Group I Certificates shall be treated as having
          agreed
          to pay, on each Distribution Date, to the beneficial owners of the Class
          I-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
          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 such 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 the applicable “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 Certificates with an outstanding principal
          balance to the extent of such balance. However, any payment from the Group
          I
          Certificates of a Class I Shortfall shall be treated for tax purposes as
          having
          been received by the beneficial owners of such Certificates in respect
          of their
          Interests in the applicable Upper-Tier REMIC 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 II 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 II Certificates in respect of their Interests in the applicable
          Upper-Tier REMIC and as having been paid by such beneficial owners to the
          Pool 3
          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 I and Group II Certificates entitled to receive Basis
          Risk
          Shortfalls and Unpaid Basis Risk Shortfalls of $44,000 and $38,000,
          respectively, as of the Closing Date.

         

        


         

      

      

        
          
            
            

          

          
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    (o)
       Notwithstanding
      the priority and sources of payments set forth in Article V hereof or otherwise,
      the Trustee shall account for all distributions on the Certificates as set
      forth
      in this Section 10.01. In no event shall any payments of Basis Risk Shortfalls
      or Unpaid Basis Risk Shortfalls provided for in this Section 10.01 be treated
      as
      payments with respect to a “regular interest” in a REMIC within the meaning of
      Code Section 860G(a)(1)

    


    Section
      10.02. Prohibited
      Transactions and Activities. 

    


    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 has received an Opinion of Counsel
      (at the expense of the party causing such sale, disposition, or substitution)
      that such disposition, acquisition, substitution, or acceptance will not (a)
      result in an Adverse REMIC Event, (b) affect the distribution of interest or
      principal on the Certificates, or (c) result in the encumbrance of the assets
      transferred or assigned to the Trust Fund (except pursuant to the provisions
      of
      this Agreement). 

    


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

    


    Upon
      the
      occurrence of an Adverse REMIC Event due to the negligent performance by the
      Trustee of its duties and obligations set forth herein, the Trustee shall
      indemnify the Holder of the related Residual Certificate or the Trust Fund,
      as
      applicable, against any and all losses, claims, damages, liabilities or expenses
      (“Losses”) resulting from such negligence; provided,
      however,
      that
      the Trustee shall not be liable for any such Losses attributable to the action
      or inaction of the Master Servicer, the Depositor, the Class I-X
      Certificateholder, the 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.

    



    
      
        
        

      

      
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    (b)
       The
      Master Servicer shall cause the applicable Servicer (to the extent provided
      in
      its Servicing Agreement) to make reasonable efforts to sell any REO Property
      for
      its fair market value. In any event, however, the Master Servicer shall, or
      shall cause the applicable Servicer (to the extent provided in its Servicing
      Agreement) to, dispose of any REO Property within three years of its acquisition
      by the Trust Fund unless the Master Servicer has received a grant of extension
      from the Internal Revenue Service to the effect that, under the REMIC
      Provisions, the REMIC may hold REO Property for a longer period without causing
      an Adverse REMIC Event. If the Master Servicer has received such an extension,
      then the Master Servicer, acting on the Trustee’s behalf hereunder, shall, or
      shall cause the applicable Servicer to, continue to attempt to sell the REO
      Property for its fair market value for such period longer than three years
      as
      such extension permits (the “Extended Period”). If the Master Servicer has not
      received such an extension and the Master Servicer or the applicable Servicer,
      acting on behalf of the Trustee hereunder, is unable to sell the REO Property
      within 33 months after its acquisition by the Trust Fund or if the Master
      Servicer has received such an extension, and the Master Servicer or the
      applicable Servicer is unable to sell the REO Property within the period ending
      three months before the close of the Extended Period, the Master Servicer shall
      cause the applicable Servicer, before the end of the three year period or the
      Extended Period, as applicable, to (i) purchase such REO Property at a price
      equal to the REO Property’s fair market value or (ii) auction the REO Property
      to the highest bidder (which may be the applicable Servicer) in an auction
      reasonably designed to produce a fair price prior to the expiration of the
      three-year period or the Extended Period, as the case may be.

    


    ARTICLE
      XI

    


    MISCELLANEOUS
      PROVISIONS

    


    Section
      11.01. Binding
      Nature of Agreement; Assignment. 

    


    This
      Agreement shall be binding upon and inure to the benefit of the parties hereto
      and their respective successors and permitted assigns.

    


    Section
      11.02. Entire
      Agreement. 

    


    This
      Agreement contains the entire agreement and understanding among the parties
      hereto with respect to the subject matter hereof, and supersedes all prior
      and
      contemporaneous agreements, understandings, inducements and conditions, express
      or implied, oral or written, of any nature whatsoever with respect to the
      subject matter hereof. The express terms hereof control and supersede any course
      of performance and/or usage of the trade inconsistent with any of the terms
      hereof.

    


    Section
      11.03. Amendment.
      

    


    (a)
       On
      or
      prior to a Section 7.01(d) Purchase Event, this Agreement may be amended from
      time to time by the Depositor, the Master Servicer and the Trustee, with the
      consent of any NIMS Insurer, and with the consent of the Certificate Insurer
      (solely as to any matter involving the Group II Certificates or the Pool 3
      Mortgage Loans), but without the consent of the Swap Counterparty (except to
      the
      extent that the rights or obligations of (1) the Swap Counterparty hereunder
      or
      (2) the Swap Counterparty under the Group I Swap Agreement are affected thereby,
      and except to the extent the ability of the Trustee on behalf of the
      Supplemental Interest Trust and the Trust Fund to perform fully and timely
      its
      obligations under the Group I Swap Agreement is adversely affected, in which
      case prior written consent of the Swap Counterparty is required) and without
      notice to or the consent of any of the Holders, (i) to cure any ambiguity,
      (ii)
      to cause the provisions herein to conform to or be consistent with or in
      furtherance of the statements made with respect to the Certificates, the Trust
      Fund or this Agreement in any Offering Document, or to correct or supplement
      any
      provision herein which may be inconsistent with any other provisions herein
      or
      with the provisions of any Servicing Agreement, (iii) to make any other
      provisions with respect to matters or questions arising under this Agreement
      or
      (iv) to add, delete, or amend any provisions to the extent necessary or
      desirable to comply with any requirements imposed by the Code and the REMIC
      Provisions as evidenced by an Opinion of Counsel. No such amendment effected
      pursuant to the preceding sentence shall, as evidenced by an Opinion of Counsel,
      result in an Adverse REMIC Event, nor shall such amendment effected pursuant
      to
      clause (iii) of such sentence adversely affect in any material respect the
      interests of any Holder. Prior to entering into any amendment without the
      consent of Holders pursuant to this paragraph, the Trustee, the Certificate
      Insurer, any NIMS Insurer and the Swap Counterparty shall be provided with
      an
      Opinion of Counsel addressed to the Trustee, the Certificate Insurer, any NIMS
      Insurer and the Swap Counterparty (at the expense of the party requesting such
      amendment) to the effect that such amendment is permitted under this Section.
      Any such amendment shall be deemed not to adversely affect in any material
      respect any Holder, if the Trustee receives written confirmation from each
      Rating Agency that such amendment will not cause such Rating Agency to reduce
      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 Group II Certificates or the Pool 3
      Mortgage Loans), but without the consent of the Swap Counterparty (except to
      the
      extent that the rights or obligations of (1) the Swap Counterparty hereunder
      or
      (2) the Swap Counterparty under the Group I Swap Agreement are affected thereby,
      or the ability of the Trustee on behalf of the Supplemental Interest Trust
      and
      the Trust Fund to perform fully and timely its obligations under the Group
      I
      Swap Agreement is adversely affected, in which case prior written consent of
      the
      Swap Counterparty is required) and with the consent of the Holders of not less
      than 66-2/3% of the Class Principal Amount (or Percentage Interest) of each
      Class of Certificates affected thereby for the purpose of adding any provisions
      to or changing in any manner or eliminating any of the provisions of this
      Agreement or of modifying in any manner the rights of the Holders; provided,
      however,
      that no
      such amendment shall be made unless the Trustee, the Certificate Insurer and
      any
      NIMS Insurer receives an Opinion of Counsel addressed to the Trustee, the
      Certificate Insurer and the NIMS Insurer, at the expense of the party requesting
      the change, that such change will not cause an Adverse REMIC Event and is
      permitted hereunder; and provided further, that no such amendment may (i) reduce
      in any manner the amount of, or delay the timing of, payments received on
      Mortgage Loans which are required to be distributed on any Certificate, without
      the consent of the Holder of such Certificate or (ii) reduce the aforesaid
      percentages of Class Principal Amount (or Percentage Interest) of Certificates
      of each Class, the Holders of which are required to consent to any such
      amendment without the consent of the Holders of 100% of the Class Principal
      Amount (or Percentage Interest) of each Class of Certificates affected thereby.
      For purposes of this paragraph, references to “Holder” or “Holders” shall be
      deemed to include, in the case of any Class of Book-Entry Certificates, the
      related Certificate Owners. 

    



    
      
        
        

      

      
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    (c)
       After
      a
      Section 7.01(d) Purchase Event but on or prior to a Pool 1-2 Trust Fund
      Termination Event or Pool 3 Termination Event, this Agreement may be amended
      from time to time by the Depositor, the Master Servicer, the LTURI-holder and
      the Trustee, but without the consent of the Swap Counterparty (except to the
      extent that the rights or obligations of (1) the Swap Counterparty hereunder
      or
      (2) the Swap Counterparty under the Group I Swap Agreement, 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 I Swap Agreement is
      adversely affected, in which case prior written consent of the Swap Counterparty
      is required). Prior to entering into any amendment pursuant to this paragraph,
      the Trustee and the Swap Counterparty shall be provided with an Opinion of
      Counsel addressed to the Trustee, any NIMS Insurer and the Swap Counterparty
      (at
      the expense of the party requesting such amendment) to the effect that such
      amendment is permitted under this Section and will not result in an Adverse
      REMIC Event.

    


    (d)
       Promptly
      after the execution of any such amendment, the Trustee shall furnish written
      notification of the substance of such amendment to each Holder, the Depositor,
      the Swap Counterparty, the Certificate Insurer, any NIMS Insurer and to the
      Rating Agencies.

    


    (e)
       It
      shall
      not be necessary for the consent of Holders under this Section 11.03 to approve
      the particular form of any proposed amendment, but it shall be sufficient if
      such consent shall approve the substance thereof. The manner of obtaining such
      consents and of evidencing the authorization of the execution thereof by Holders
      shall be subject to such reasonable regulations as the Trustee may
      prescribe.

    


    (f)
       Notwithstanding
      anything to the contrary in any Servicing Agreement, the Trustee shall not
      consent to any amendment of any Servicing Agreement unless (i) such amendment
      is
      effected pursuant to the standards provided in Section 11.03(a) or 11.03(b)
      with
      respect to amendment of this Agreement and (ii) except for a Permitted Servicing
      Amendment, any such amendment pursuant to Section 11.03(a)(iii) shall not be
      materially inconsistent with the provisions of 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.

    


    (h)
       Notwithstanding
      the foregoing, the Certificate Insurer shall be required to consent (such
      consent not to be unreasonably withheld) 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.

    



    
      
        
        

      

      
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    Section
      11.05. Provision
      of Information. 

    


    (a)
       For
      so
      long as any of the Certificates of any Series or Class are “restricted
      securities” within the meaning of Rule 144(a)(3) under the Act, each of the
      Depositor, the Master Servicer and the Trustee agree to cooperate with each
      other to provide to any Certificateholders, and to any prospective purchaser
      of
      Certificates designated by such holder, upon the request of such holder or
      prospective purchaser, any information required to be provided to such holder
      or
      prospective purchaser to satisfy the condition set forth in Rule 144A(d)(4)
      under the Act. Any reasonable, out-of-pocket expenses incurred by the Trustee
      in
      providing such information shall be reimbursed by the Depositor.

    


    (b)
       The
      Trustee shall make available to any person to whom a Prospectus was delivered,
      upon the request of such person specifying the document or documents requested,
      (i) a copy (excluding exhibits) of any report on Form 8-K or Form 10-K filed
      with the Securities and Exchange Commission pursuant to Section 6.20(c) and
      (ii)
      a copy of any other document incorporated by reference in the Prospectus (to
      the
      extent that the Trustee has such documents in its possession or such documents
      are reasonably obtainable by the Trustee). Any reasonable out-of-pocket expenses
      incurred by the Trustee in providing copies of such documents shall be
      reimbursed by the Depositor.

    


    (c)
       On
      each
      Distribution Date, the Trustee shall make available on its website or otherwise
      deliver to the Depositor a copy of the report delivered to Certificateholders
      pursuant to Section 4.03.

    


    Section
      11.06. Governing
      Law. 

    


    THIS
      AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
      THE
      STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER
      THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW) AND THE OBLIGATIONS, RIGHTS
      AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH
      SUCH LAWS.

    


    Section
      11.07. Notices.
      

    


    All
      demands, notices and communications hereunder shall be in writing and shall
      be
      deemed to have been duly given when received by (a) in the case of the
      Depositor, Structured Asset Securities Corporation, 745 Seventh Avenue, 7th
      Floor, New York, New York 10019, Attention: Mortgage Finance, LXS 2007-6,
      (b) in the case of the Seller, Lehman Brothers Holdings Inc., 745 Seventh
      Avenue, 7th Floor, New York, New York 10019, Attention: Mortgage Finance, LXS
      2007-6, (c) in the case of the Trustee, the 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
      2007-6, (e) in the case of the Swap Counterparty, at the address therefore
      set forth in the Group I Swap Agreement, (f) in the case of the Cap
      Counterparty, at the address therefore set forth in the Cap Agreement and
      (g) 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 2007-6, Class 3-A1, Class 3-A2, Class 3-A3, Class 3-A4
      and
      Class 3-5 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.

    



    
      
        
        

      

      
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    Section
      11.08. Severability
      of Provisions. 

    


    If
      any
      one or more of the covenants, agreements, provisions or terms of this Agreement
      shall be for any reason whatsoever held invalid, then such covenants,
      agreements, provisions or terms shall be deemed severable from the remaining
      covenants, agreements, provisions or terms of this Agreement and shall in no
      way
      affect the validity or enforceability of the other provisions of this Agreement
      or of the Certificates or the rights of the Holders thereof.

    


    Section
      11.09. Indulgences;
      No Waivers. 

    


    Neither
      the failure nor any delay on the part of a party to exercise any right, remedy,
      power or privilege under this Agreement shall operate as a waiver thereof,
      nor
      shall any single or partial exercise of any right, remedy, power or privilege
      preclude any other or further exercise of the same or of any other right,
      remedy, power or privilege, nor shall any waiver of any right, remedy, power
      or
      privilege with respect to any occurrence be construed as a waiver of such right,
      remedy, power or privilege with respect to any other occurrence. No waiver
      shall
      be effective unless it is in writing and is signed by the party asserted to
      have
      granted such waiver.

    


    Section
      11.10. Headings
      Not To Affect Interpretation. 

    


    The
      headings contained in this Agreement are for convenience of reference only,
      and
      they shall not be used in the interpretation hereof.

    


    Section
      11.11. Benefits
      of Agreement.

    


    The
      Depositor shall promptly notify the Custodians, the Master Servicer, the
      Certificate Insurer and the Trustee in writing of the issuance of any Class
      of
      NIMS Securities issued by a NIMS Insurer and the identity of such NIMS Insurer.
      Thereafter, the NIMS Insurer shall be deemed a third-party beneficiary of this
      Agreement to the same extent as if it were a party hereto, and shall be subject
      to and have the right to enforce the provisions of this Agreement so long as
      the
      NIMS Securities remaining outstanding or the NIMS Insurer is owed amounts in
      respect of its guarantee of payment of such NIMS Securities. Nothing in this
      Agreement or in the Certificates, express or implied, shall give to any Person,
      other than the parties to this Agreement and their successors hereunder, the
      Swap Counterparty and its successors and assignees under the Group I Swap
      Agreement, the NIMS Insurer, 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.

    



    
      
        
        

      

      
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    Section
      11.12. Special
      Notices to the Rating Agencies, Certificate Insurer and any NIMS Insurer.


    


    (a)
       The
      Depositor shall give prompt notice to the Rating Agencies, the Certificate
      Insurer 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

    


    If
      to
      Fitch, to:

    


    Fitch
      Ratings, Inc.

    One
      State
      Street Plaza 

    New
      York,
      New York 10004

    Attention:
      Residential Mortgages

    



    
      
        
        

      

      
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    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 Trust Fund or the Certificate
      Insurer.

    


    Section
      11.14. Counterparts.
      

    


    This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      deemed to be an original, and all of which together shall constitute one and
      the
      same instrument.

    


    Section
      11.15. Transfer
      of Servicing. 

    


    The
      Seller agrees that it shall provide written notice to the Master Servicer,
      the
      Swap Counterparty, the Certificate Insurer, any NIMS Insurer and the Trustee
      thirty days prior to any proposed transfer or assignment by the Seller of its
      rights under any Servicing Agreement or of the servicing thereunder from time
      to
      time with respect to any Mortgage Loan or group of Mortgage Loans, or delegation
      of its rights or duties thereunder or any portion thereof to any other Person
      other than the initial Servicer under such Servicing Agreement; provided,
      however,
      that
      the Seller shall not be required to provide prior notice of (i) any transfer
      of
      servicing that occurs within three months following the Closing Date to an
      entity that is a Servicer on the Closing Date or (ii) any assignment of any
      servicing rights from the Seller to an affiliate of the Seller. In addition, the
      ability of the Seller to transfer or assign its rights and delegate its duties
      under the Servicing Agreement or to transfer the servicing thereunder, from
      time
      to time with respect to any Mortgage Loan or group of Mortgage Loans, to a
      successor servicer shall be subject to the following conditions:

    


    (i)
       Satisfaction
      of the conditions to such transfer as set forth in the applicable Servicing
      Agreement including, without limitation, receipt of written consent of any
      NIMS
      Insurer and the Master Servicer (such consent not to be unreasonably withheld)
      to such transfer;

    


    (ii)
       Such
      successor servicer must be qualified to service loans for Fannie Mae or Freddie
      Mac, and must be a member in good standing of MERS;

    



    
      
        
        

      

      
        200

        
          

        

      

      
        
        

      

    


    


    


    (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.

    



    
      
        
        

      

      
        201

        
          

        

      

      
        
        

      

    


    


    


    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 to any other party hereto, to the Class 3-A1
      Certificateholders, Class 3-A2 Certificateholders, Class 3-A3
      Certificateholders, Class 3-A4 Certificateholders, Class 3-A5 Certificateholders
      or Class 3-A7 Certificateholders shall also be sent, and any report or statement
      sent by the Master Servicer to the Trustee, as applicable shall 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 2007-6, Class 3-A1, Class
      3-A2,
      Class 3-A3, Class 3-A4, Class 3-A5 and Class 3-A7 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,
      the Certificate Insurer receive the benefit of this Agreement, solely with
      respect to the Group II Certificates and the Pool 3 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]


    
      
        
        

      

      
        202

        
          

        

      

      
        
        

      

    


    


    


    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 Section 6.11 and 11.15,

    accepted
      and agreed to by:

    


    LEHMAN
      BROTHERS HOLDINGS INC.

    


    By:
      /s/
      Michael Hitzmann            

    Name:
      Michael Hitzmann

    Title:
      Authorized Signatory

    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

    


    FORMS
      OF
      CERTIFICATES

    


     

     

     

     

     

    
 


    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B-1

    


    FORM
      OF
      INITIAL CERTIFICATION

    


                                    

    Date

    


    LaSalle
      Bank National Association

    135
      S.
      LaSalle Street, Suite 1511

    Chicago,
      Illinois 60603

    Attention:
      Global Securities and Trust Services - Lehman XS Trust 2007-6

    


    Aurora
      Loan Services LLC, as Master Servicer

    10350
      Park Meadows Drive

    Littleton,
      Colorado 80124

    


    Structured
      Asset Securities Corporation,

    as
      Depositor

    745
      Seventh Avenue

    7th
      Floor

    New
      York,
      New York 10019

    Attention:
      Mortgage Finance, LXS 2007-6

    


    [With
      respect to Pool 3 Mortgage Loans:

    Ambac
      Assurance Corporation

    One
      State
      Street Plaza

    New
      York,
      NY 10004]

    


    
      	 	
              Re:

            	
              Trust
                Agreement dated as of April 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
                2007-6                                                                 

            


    

    


    Ladies
      and Gentlemen:

    


    In
      accordance with Section 2.02(a) of the Trust Agreement, subject to review of
      the
      contents thereof, the undersigned, as Custodian, 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 2007-6

    


    Aurora
      Loan Services LLC, as Master Servicer

    10350
      Park Meadows Drive

    Littleton,
      Colorado 80124

    


    Structured
      Asset Securities Corporation,

    as
      Depositor

    745
      Seventh Avenue, 7th
      Floor

    New
      York,
      New York 10019

    Attention:
      Mortgage Finance, LXS 2007-6

    


    [With
      respect to Pool 3 Mortgage Loans:

    Ambac
      Assurance Corporation

    One
      State
      Street Plaza

    New
      York,
      NY 10004]

    


    
      	 	
              Re:

            	
              Trust
                Agreement dated as of April 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
                2007-6                                                 

            


    

    


    Ladies
      and Gentlemen:

    


    In
      accordance with Section 2.02(b) of the Trust Agreement, the undersigned, as
      Custodian, hereby certifies that as to each Mortgage Loan listed in the Mortgage
      Loan Schedule (other than any Mortgage Loan paid in full or listed on Schedule
      I
      hereto) it (or its custodian) has received the applicable documents listed
      in
      Section 2.01(b) of the Trust Agreement.

    


    The
      undersigned hereby certifies that as to each Mortgage Loan identified on the
      Mortgage Loan Schedule, other than any Mortgage Loan listed on Schedule I
      hereto, it has reviewed the documents listed in Section 2.01(b) of the Trust
      Agreement and has determined that each such document appears regular on its
      face
      and appears to relate to the Mortgage Loan identified in such
      document.

    


    Capitalized
      words and phrases used herein shall have the respective meanings assigned to
      them in the Trust Agreement. This Certificate is qualified in all respects
      by
      the terms of said Trust Agreement including, but not limited to, Section
      2.02(b).


    
      
        
        

      

      
        B-2-1

        
          

        

      

      
        
        

      

    


    


    


    [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 2007-6

    


    Aurora
      Loan Services LLC, as Master Servicer

    10350
      Park Meadows Drive

    Littleton,
      Colorado 80124

    


    Structured
      Asset Securities Corporation,

    as
      Depositor

    745
      Seventh Avenue, 7th
      Floor

    New
      York,
      New York 10019

    Attention:
      Mortgage Finance, LXS 2007-6

    


    [With
      respect to Pool 3 Mortgage Loans:

    Ambac
      Assurance Corporation

    One
      State
      Street Plaza

    New
      York,
      NY 10004]

    


    
      	 	
              Re:

            	
              Trust
                Agreement dated as of April 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
                2007-6                                                                                        

            


    

    


    Ladies
      and Gentlemen:

    


    In
      accordance with Section 2.02(d) of the Trust Agreement, the undersigned, as
      Custodian on behalf of the Trustee, hereby certifies that as to each Mortgage
      Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid
      in
      full or listed on Schedule I hereto) it (or its custodian) has received the
      applicable documents listed in Section 2.01(b) of the Trust
      Agreement.

    


    The
      undersigned hereby certifies that as to each Mortgage Loan identified in the
      Mortgage Loan Schedule, other than any Mortgage Loan listed on Schedule I
      hereto, it has reviewed the documents listed in Section 2.01(b) of the Trust
      Agreement and has determined that each such document appears to be complete
      and,
      based on an examination of such documents, the information set forth in items
      (i) through (vi) of the Mortgage Loan Schedule is correct.

    


    Capitalized
      words and phrases used herein shall have the respective meanings assigned to
      them in the Trust Agreement. This Certificate is qualified in all respects
      by
      the terms of said Trust Agreement.


    
      
        
        

      

      
        B-3-1

        
          

        

      

      
        
        

      

    


    


    [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 a Trust Agreement dated as of April 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 2007-6, without recourse.

    


    


    


    __________________________________

    [current
      signatory on note]

    


    By: 
      _______________________________

    Name:

    Title:

    


    



    
      
        
        

      

      
        B-4-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      C

    


    REQUEST
      FOR RELEASE OF DOCUMENTS AND RECEIPT

    


                                    

    Date

     

    [Addressed
      to Trustee

    or,
      if
      applicable, Custodian]

    


    In
      connection with the administration of the mortgages held by you as Trustee
      under
      a certain Trust Agreement dated as of April 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 April
                1,
                2007, relating to Lehman XS Trust Mortgage Pass-Through Certificates,
                Series 2007-6, 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
                2007-6

            


    

    


    _______________________
      (the “Transferor”) has reviewed the attached affidavit of
      _____________________________ (the “Transferee”), and has no actual knowledge
      that such affidavit is not true and has no reason to believe that the
      information contained in paragraph 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 April 1, 2007 among the Lehman Brothers Holdings
                Inc., as seller, and Aurora Loan Services LLC, in the dual capacities
                of
                servicer and Master Servicer, and acknowledged by the
                Trustee.

            


    

     

    
      	 	
              2.

            	
              Reconstituted
                Servicing Agreement dated as of April 1, 2007 among Lehman Brothers
                Holdings Inc., as seller, and IndyMac F.S.B., as servicer, and
                acknowledged by the Master Servicer and the
                Trustee.

            


    

     

    
      	 	
              3.

            	
              Reconstituted
                Servicing Agreement dated as of April 1, 2007 among Lehman Brothers
                Holdings Inc., as seller, and Wells Fargo Bank, N.A., as servicer,
                and
                acknowledged by the Master Servicer and the
                Trustee.

            


    

     

    
      	 	
              4.

            	
              Securitization
                Servicing Agreement dated as of April 1, 2007, by and among Midwest
                Loan
                Services, Inc., as servicer, Lehman Brothers Holdings, Inc., as seller,
                and the Master Servicer.

            


    

     

    
      	 	
              5.

            	
              Reconstituted
                Servicing Agreement dated as of April 1, 2007 among Lehman Brothers
                Holdings Inc., as seller, and GreenPoint Mortgage Funding, Inc.,
                as
                servicer, and acknowledged by the Master Servicer and the
                Trustee.

            


    

     

    
      	 	
              6.

            	
              Reconstituted
                Servicing Agreement dated as of April 1, 2007 among Lehman Brothers
                Holdings Inc., as seller, and Countrywide Home Loans Servicing LP,
                as
                servicer, and acknowledged by the Master Servicer and the
                Trustee.

            


    

     

    



    
      
        
        

      

      
        E-1

        
          

        

      

      
        
        

      

    


    


    EXHIBIT
      F

    


    FORM
      OF
      RULE 144A TRANSFER CERTIFICATE

    


    
      	 	
              Re:

            	
              Lehman
                XS Trust

            


    

    
      	 	 	
              Mortgage
                Pass-Through Certificates

            


    

    
      	 	 	
              Series
                2007-6                                                       

            


    

    


    Reference
      is hereby made to the Trust Agreement dated as of April 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 I-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 2007-6 (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 April
                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 I Swap Agreement and the Group I 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 April 1, 2007, regarding Lehman XS Trust
      Mortgage Pass-Through Certificates, Series 2007-6, 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.

            	
              The
                Custodial Agreement dated and effective as of April 1, 2007, by and
                between LaSalle Bank National Association, as custodian, and LaSalle
                Bank
                National Association, as trustee.

            


    

     

    
      	
              2.

            	
              The
                Custodial Agreement dated and effective as of April 1, 2007, by and
                between Wells Fargo Bank, N.A., as custodian, and LaSalle Bank National
                Association, as trustee.

            


    

     

    
      	
              3.

            	
              The
                Custodial Agreement dated and effective as of April 1, 2007, by and
                between U.S. Bank National Association, as custodian, and LaSalle
                Bank
                National Association, as trustee.

            


    

     

    
      	
              4.

            	
              The
                Custodial Agreement dated and effective as of April 1, 2007, by and
                between Deutsche Bank National Trust Company, as custodian, and LaSalle
                Bank National Association, as
                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, 7th Floor

    New
      York,
      New York 10019

    Attention:
      Mortgage Finance, LXS 2007-6

    


    Aurora
      Loan Services LLC

    10350
      Park Meadows Drive

    Littleton,
      Colorado 80124

    


    
      	
              Re:

            	
              Lehman
                XS Trust

            


    

    
      	 	
              Mortgage
                Pass-Through Certificates, Series
                2007-6

            


    

    


    Reference
      is made to the Trust Agreement dated as of April 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
      I
      SWAP AGREEMENT

    


     


    
      
        
        

      

      
        N-1-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      N-2

    GROUP
      I
      CAP AGREEMENT

    


     

    



    
      
        
        

      

      
        N-2-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      N-3

    CLASS
      3-A1 CAP AGREEMENT

    


    [See
      Tab
      #[[●]]]

    



    
      
        
        

      

      
        N-3-1

        
          

        

      

      
        
        

      

    


    


    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 April 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
      2007-6.

    


    
      	
              Reg
                AB 

              Reference

            	
              Servicing
                Criteria

            	
              Paying
                

              Agent

              (including
                

              the
                Trustee 

              if
                acting as 

              Paying
                

              Agent)

            	
              Trustee

            	
              Master
                

              Servicer

            
	 	
              General Servicing
                 Considerations

            	 	 	 
	
              1122(d)(1)(i)

            	
              Policies
                and procedures are instituted to monitor any performance or other
                triggers
                and events of default in accordance with the transaction
                agreements.

            	 	 	
              X

            
	
              1122(d)(1)(ii)

            	
              If
                any material servicing activities are outsourced to third parties,
                policies and procedures are instituted to monitor the third party’s
                performance and compliance with such servicing activities.


            	 	 	 
	
              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

        
          

        

      

      
        
        

      

    

     

    
      	
              Reg
                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

        
          

        

      

      
        
        

      

    

     

    
      	
              Reg
                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

        
          

        

      

      
        
        

      

    

     

    
      	
              Reg
                AB 

              Reference

            	
              Servicing
                Criteria

            	
              Paying
                

              Agent

              (including
                

              the
                Trustee 

              if
                acting as 

              Paying
                

              Agent)

            	
              Trustee

            	
              Master
                

              Servicer

            
	
              1122(d)(4)(viii)

            	
              Records
                documenting collection efforts are maintained during the period a
                pool
                asset is delinquent in accordance with the transaction agreements.
                Such
                records are maintained on at least a monthly basis, or such other
                period
                specified in the transaction agreements, and describe the entity’s
                activities in monitoring delinquent 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

        
          

        

      

      
        
        

      

    

     

    
      	
              Reg
                AB 

              Reference

            	
              Servicing
                Criteria

            	
              Paying
                

              Agent

              (including
                

              the
                Trustee 

              if
                acting as 

              Paying
                

              Agent)

            	
              Trustee

            	
              Master
                

              Servicer

            
	
              1122(d)(4)(xiv)
                

            	
              Delinquencies,
                charge-offs and uncollectible accounts are recognized and recorded
                in
                accordance with the transaction agreements. 

            	 	 	
              X

            
	
              1122(d)(4)(xv)

            	
              Any
                external enhancement or other support, identified in Item 1114(a)(1)
                through (3) or Item 1115 of Regulation AB, is maintained as set forth
                in
                the transaction agreements. 

            	 	
              X

            	 


    

    


    


     

    


    


    



    
      
        
        

      

      
        O-5

        
          

        

      

      
        
        

      

    


    


    EXHIBIT
      P

    TRANSACTION
      PARTIES

     

    
      	
              Sponsor
                and Seller:

            	
              Lehman
                Brothers Holdings Inc.

            


    

    


    
      	
              Depositor:

            	
              Structured
                Asset Securities Corporation

            


    

    


    
      	
              Trustee:

            	
              LaSalle
                Bank National Association

            


    

    


    
      	
              Securities
                Administrator:

            	
              None

            


    

    


    
      	
              Master
                Servicer:

            	
              Aurora
                Loan Services LLC

            


    

    


    
      	
              Credit
                Risk Manager:

            	
              None

            


    

    


    
      	
              Certificate
                Insurer

            	
              Ambac
                Assurance Corporation

            


    

    


    
      	
              Interest
                Rate Swap Counterparty:

            	
              HSBC
                Bank USA, National Association

            


    

    


    
      	
              Interest
                Rate Cap Counterparty:

            	
              HSBC
                Bank USA, National Association

            


    

    


    
      	
              Primary
                Servicer(s):

            	
              Aurora
                Loan Services LLC and IndyMac Bank,
                F.S.B.

            


    

    


    
      	
              Primary
                Originator(s):

            	
              Lehman
                Brothers Bank, FSB and IndyMac Bank,
                F.S.B.

            


    

    


    
      	
              Custodian(s):

            	
              U.S.
                Bank National Association, Deutsche Bank National Trust Company,
                LaSalle
                Bank National Association and Wells Fargo Bank,
                N.A.

            


    

    


    



    
      
        
        

      

      
        P-1

        
          

        

      

      
        
        

      

    


    


    EXHIBIT
      Q

    


    Additional
      Form 10-D Disclosure

    


    


    
      	
              ADDITIONAL
                FORM 10-D DISCLOSURE

            
	
              Item
                on Form 10-D

            	
              Party
                Responsible 

            
	
              Item
                1: Distribution and Pool Performance Information

               

            	 
	
              Information
                included in the Monthly Statement

            	
              Master
                Servicer

              Servicer

              Trustee

            
	
              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

            
	
              Reg
                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.

            	 
	
              Reg
                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

            
	
              Reg
                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.

            	 
	
              Reg
                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

            
	
              Reg
                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

            


    

     

    
      
        
        

      

      
        S-1

        
          

        

      

      
        
        

      

    

     

    
      	
              FORM
                8-K DISCLOSURE INFORMATION

            
	
              Item
                on Form 8-K

            	
              Party
                Responsible 

            
	
              ▪
                Custodian

            	
              Custodian

            
	
              Item
                2.04- Triggering Events that Accelerate or Increase a Direct Financial
                Obligation or an Obligation under an Off-Balance Sheet
                Arrangement

               

              Includes
                an early amortization, performance trigger or other event, including
                event
                of default, that would materially alter the payment priority/distribution
                of cash flows/amortization schedule.

               

              Disclosure
                will be made of events other than waterfall triggers which are disclosed
                in the monthly statements to the certificateholders.

            	
              Depositor

              Master
                Servicer

              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

            
	
              Reg
                AB disclosure about any new servicer or master servicer is also
                required.

            	
              Servicer/Master
                Servicer/Depositor

            
	
              Reg
                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 

            
	
              Reg
                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 Reg 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- Reg FD Disclosure

            	
              All
                parties

            
	
              Item
                8.01- Other Events

               

              Any
                event, with respect to which information is not otherwise called
                for in
                Form 8-K, that the registrant deems of importance to
                certificateholders.

            	
              Depositor

            
	
              Item
                9.01- Financial Statements and Exhibits

            	
              Responsible
                party for reporting/disclosing the financial statement or
                exhibit

            


    

    


    


     


    
      
        
        

      

      
        S-3

        
          

        

      

      
        
        

      

    


    SCHEDULE
      A

    


    MORTGAGE
      LOAN SCHEDULE

    


    [On
      file
      with McKee Nelson LLP]

    



    
      
        
        

      

      
        Schedule
          A

        
          

        

      

      
        
        

      

    


    SCHEDULE
      B

    


    FIRST
      PAYMENT DEFAULT MORTGAGE LOANS 

    


    [On
      file
      with McKee Nelson LLP]

    



    
      
        
        

      

      
        Schedule
          B

        
          

        

      

      
        
        

      

    


    ANNEX
      5A.02

    


    DISTRIBUTIONS
      FROM THE CERTIFICATE ACCOUNT 

    TO
      THE
      GROUP I CERTIFICATES

    


    Section
      5A.02. Distributions
      from the Certificate Account to the Group I Certificates.
      

    


    (a)
       On
      each
      Distribution Date on or prior to a Section 7.01(d) Purchase Event or a Pool
      1-2
      Termination Event, the Trustee (or the Paying Agent on behalf of the Trustee)
      shall withdraw from the Certificate Account the Total Distribution Amount for
      Pool 1 and Pool 2 (to the extent such amount is on deposit in the Certificate
      Account) and amounts that are available for payment to the Swap Counterparty
      in
      accordance with the Group I Swap Agreement and shall allocate such amounts
      to
      the interests issued in respect of each REMIC created pursuant to this Agreement
      and shall distribute such amounts as specified in subparagraphs (b) through
      (g)
      and (l) of this Section 5A.02; provided,
      that
      amounts that are available for payment to the Swap Counterparty shall be paid
      on
      the related Swap Payment Date. On each Distribution Date after a Section 7.01(d)
      Purchase Event but on or prior to a Pool 1-2 Termination Event, the Trustee
      (or
      the Paying Agent on behalf of the Trustee) shall withdraw from the Certificate
      Account the Total Distribution Amount for Pool 1 and Pool 2 (to the extent
      such
      amount is on deposit in the Certificate Account), and shall allocate such amount
      to the interests issued in respect of each REMIC created pursuant to this
      Agreement and shall distribute such amount as specified in subparagraphs (h)
      through (k) of this Section 5A.02. All allocations and distributions made
      between and with respect to Pool 1 and Pool 2 in this Section 5A.02 shall be
      made concurrently.

     

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

     

    (i)
       for
      deposit into the Group I Swap Account, the Group 1 Swap Percentage of any Net
      Swap Payment or Swap Termination Payment (not due to a Swap Counterparty Trigger
      Event) owed to the Swap Counterparty (including amounts remaining unpaid from
      previous Distribution Dates);

     

    (ii)
       for
      deposit into the Group I Swap Account, the amount of any Net Swap Payment or
      Swap Termination Payment (not due to a Swap Counterparty Trigger Event) owed
      to
      the Swap Counterparty to the extent not paid previously from the Interest
      Remittance Amount for Pool 2 pursuant to Section 5A.02(c)(i) below;

     

    (iii)
       concurrently,
      on a pro
      rata
      basis,
      to the Class 1-A1 Certificates and the A2(1) and the A3(1) Components, 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;
      and

     


    
      
        
        

      

      
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    (iv)
       for
      application pursuant to Section 5A.02(e) below, as part of Pool 1-2 Monthly
      Excess Cashflow for such Distribution Date, any Pool 1 Interest Remittance
      Amount remaining undistributed after application pursuant clauses (i) through
      (iii) of this Section 5A.02(b).

     

    (c)
       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 clauses (i) and (ii)
      below, on the related Swap Payment Date), the Trustee (or the Paying Agent
      on
      behalf of the Trustee) shall distribute the Interest Remittance Amount for
      Pool
      2 for such date in the following order of priority: 

     

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

     

    (ii)
       for
      deposit into the Group I Swap Account, the amount of any Net Swap Payment or
      Swap Termination Payment (not due to a Swap Counterparty Trigger Event) owed
      to
      the Swap Counterparty to the extent not paid previously from the Interest
      Remittance Amount for Pool 1 pursuant to Section 5A.02(b)(i) above;

     

    (iii)
       concurrently,
      on a pro
      rata
      basis,
      to the Class 2-A1 and Class 2-AIO Certificates and the A2(2) and the A3(2)
      Components, 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;
      and

     

    (iv)
       for
      application pursuant to Section 5A.02(e) below, as part of Pool 1-2 Monthly
      Excess Cashflow for such Distribution Date, any Pool 2 Interest Remittance
      Amount remaining undistributed after application pursuant clauses (i) through
      (iii) of this Section 5A.02(c).

     

    (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
      (or
      the Paying Agent on behalf of the Trustee) shall distribute the Principal
      Distribution Amount for each of Pool 1 and Pool 2 for such date concurrently,
      as
      follows:

     

    (i)
       On
      each
      Distribution Date (or, with respect to clause (A)(1), (A)(2), (B)(1), and (B)(2)
      below of this Section 5A.02(d)(i), on the related Swap Payment Date) (a) prior
      to the Pool 1-2 Stepdown Date or (b) on or after the Pool 1-2 Stepdown Date
      and
      with respect to which a Pool 1-2 Trigger Event is in effect, until the aggregate
      Certificate Principal Amount of the Group I Certificates equals the Pool 1-2
      Target Amount for such Distribution Date, the Trustee (or the Paying Agent
      on
      behalf of the Trustee) shall make the following distributions,
      concurrently:

     

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

     


    
      
        
        

      

      
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    (1)
       for
      deposit into the Group I Swap Account, any Net Swap Payment or Swap Termination
      Payment (not due to a Swap Counterparty Trigger Event) owed to the Swap
      Counterparty (to the extent not deposited previously from the Interest
      Remittance Amount for Pool 1 pursuant to Sections 5A.02(b)(i) and (ii) above
      and
      from the Interest Remittance Amount for Pool 2 pursuant to Sections 5A.02(c)(i)
      and (ii) above;

     

    (2)
       for
      deposit into the Group I Swap Account, the amount of any Net Swap Payment or
      Swap Termination Payment (not due to a Swap Counterparty Trigger Event) owed
      to
      the Swap Counterparty to the extent not paid previously from the Interest
      Remittance Amount for Pool 1 pursuant to Sections 5A.02(b)(i) and (ii) above
      and
      from the Interest Remittance Amount for Pool 2 pursuant to and Sections
      5A.02(c)(i) and (ii) above, pursuant to Section 5A.02(d)(i)(A)(1) above and
      from
      the Principal Distribution Amount for Pool 2 pursuant to Section
      5A.02(d)(i)(B)(1) below;

     

    (3)
       concurrently,
      on a pro
      rata
      basis,
      to the Class 1-A1 Certificates and the A2(1) and the A3(1) Components, in
      proportion to their aggregate Class Principal Amounts, until the Class Principal
      Amount of each such class has been reduced to zero;

     

    (4)
       to
      the
      Class 2-A1 Certificates and the A2(2) and the A3(2) Components, after giving
      effect to distributions pursuant to Section 5A.02(d)(i)(B)(3) below, in
      accordance with the Group 2 Senior Priority, until the Class Principal Amount
      of
      each such Class has been reduced to zero; and

     

    (5)
       for
      application pursuant to Section 5A.02(d)(i)(C) below, any Principal Distribution
      Amount remaining after application pursuant to clauses (1) through (4) above.
      

     

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

     

    (1)
       for
      deposit into the Group I Swap Account, the Group 2 Swap Percentage of any Net
      Swap Payment or Swap Termination Payment (not due to a Swap Counterparty Trigger
      Event) owed to the Swap Counterparty on the related Swap Payment Date to the
      extent not distributed previously from the Interest Remittance Amount for Pool
      1
      pursuant to Sections 5A.02(b)(i) and (ii) above and from the Interest Remittance
      Amount for Pool 2 pursuant to Sections 5A.02(c)(i) and (ii) above;

     

    (2)
       for
      deposit into the Group I Swap Account, the amount of any Net Swap Payment or
      Swap Termination Payment (not due to a Swap Counterparty Trigger Event) owed
      to
      the Swap Counterparty on the related Swap Payment Date to the extent not paid
      previously from the Interest Remittance Amount for Pool 1 pursuant to Sections
      5A.02(b)(i) and (ii) above and from the Interest Remittance Amount for Pool
      2
      pursuant to and Sections 5A.02(c)(i) and (ii) above, pursuant to Section
      5A.02(d)(i)(B)(1) above and from the Principal Distribution Amount for Pool
      1
      pursuant to Section 5A.02(d)(i)(A)(1) above;

     


    
      
        
        

      

      
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    (3)
       to
      the
      Class 2-A1 Certificates and the A2(2) and the A3(2) Components, in proportion
      to
      their aggregate Class Principal Amounts, until the Class Principal Amount of
      each such class has been reduced to zero;

     

    (4)
       to
      the
      Class 1-A1 Certificates and the A2(1) and the A3(1) Components, after giving
      effect to distributions pursuant to Section 5A.02(d)(i)(A)(3) above, in
      accordance with the Group 1 Senior Priority, until the Class Principal Amount
      of
      each such Class has been reduced to zero; and

     

    (5)
       for
      application pursuant to Section 5A.02(d)(i)(C) below, any Principal Distribution
      Amount remaining after application pursuant to clauses (1) through (4)
      above;

     

    (C)
       On
      each
      Distribution Date, the Trustee (or the Paying Agent on behalf of the Trustee)
      will distribute the aggregate of any remaining Principal Distribution Amounts
      from Sections 5A.02(d)(i)(A)(5) and (B)(5) above, in the following order of
      priority:

     

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

     

    (2)
       for
      application as part of Pool 1-2 Monthly Excess Cashflow for such Distribution
      Date, as provided in Section 5A.02(e), any Principal Distribution Amount from
      Pool 1 and Pool 2 remaining after clause (1) above.

     

    (ii)
       On
      each
      Distribution Date (or, with respect to clauses (A) and (B) below, on the related
      Swap Payment Date) (a) on or after the Pool 1-2 Stepdown Date and (b) with
      respect to which a Pool 1-2 Trigger Event is not in effect, the Trustee (or
      the
      Paying Agent on behalf of the Trustee) shall distribute Principal Distribution
      Amount for each of Pool 1 and Pool 2, concurrently, in the following order
      of
      priority:

     

    (A)
       from
      the
      Principal Distribution Amount for each of Pool 1 and Pool 2, for deposit into
      the Group I Swap Account, any Net Swap Payment or Swap Termination Payment
      (not
      due to a Swap Counterparty Trigger Event) owed to the Swap Counterparty on
      the
      related Swap Payment Date to the extent not distributed previously from the
      Interest Remittance Amount for Pool 1 pursuant to Sections 5A.02(b)(i) and
      (ii)
      above and from the Interest Remittance Amount for Pool 2 pursuant to Sections
      5A.02(c)(i) and (ii) above;

     


    
      
        
        

      

      
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    (B)
       from
      the
      Principal Distribution Amount for each of Pool 1 and Pool 2, for deposit into
      the Group I Swap Account, the portion of any Net Swap Payment or Swap
      Termination Payment (not due to a Swap Counterparty Trigger Event) owed to
      the
      Swap Counterparty on the related Swap Payment Date (after giving effect to
      the
      distributions pursuant to Section 5A.02(d)(ii)(A) above), from the unrelated
      Mortgage Pool to the extent not distributed previously from the Interest
      Remittance Amount for Pool 1 pursuant to Sections 5A.02(b)(i) and (ii) above
      and
      from the Interest Remittance Amount for Pool 3 pursuant to Sections 5A.02(c)(i)
      and (ii) above;

     

    (C)
       so
      long
      as any of the Group I Subordinate Certificates are outstanding, to the Class
      1-A1 Certificates and the A2(1) and the A3(1) Components (from amounts generated
      by Pool 1) and to the Class 2-A1 Certificates and the A2(2) and the A3(2)
      Components (from amounts generated by Pool 2), in each case in accordance with
      the Group 1 Senior Priority or Group 2 Senior Priority, as applicable, in an
      amount equal to the lesser of (x) the excess, if any, of (a) the Principal
      Distribution Amount for the related Mortgage Pool for such Distribution Date
      over (b) the amount paid to the Supplemental Interest Trust for deposit into
      the
      Group I Swap Account on the related Swap Payment Date pursuant to clauses (A)
      and (B) above and (y) the Related Senior Principal Distribution Amount for
      the
      related Mortgage Pool for such Distribution Date, in each case, until the Class
      Principal Amount of each such Class has been reduced to zero; provided,
      however,
      to the
      extent that the Principal Distribution Amount for a Mortgage Pool exceeds the
      Pool 1-2 Senior Principal Distribution Amount for such Mortgage Pool, such
      excess shall be applied to the Senior Certificates related to the other Mortgage
      Pool (in accordance with the Group 1 Senior Priority or Group 2 Senior Priority,
      as applicable), but in an amount not to exceed the Pool 1-2 Senior Principal
      Distribution Amount for such Distribution Date (as reduced by any distributions
      pursuant to subclauses (x) or (y) of this clause (1) on such Distribution Date);
      or (2) if none of the Group I Subordinate Certificates are outstanding, Class
      1-A1 Certificates and the A2(1) and the A3(1) Components and to the Class 2-A1
      Certificates and the A2(2) and the A3(2) Components (in each case in accordance
      with the Group 1 Senior Priority or Group 2 Senior Priority, as applicable),
      the
      excess of (A) the Principal Distribution Amount for the related Mortgage Pool
      for such Distribution Date over (B) the amount paid to the Supplemental Interest
      Trust for deposit into the Group I Swap Account for the related Mortgage Pool
      on
      the related Swap Payment Date pursuant to clauses (A) and (B) above, in each
      case until the Class Principal Amount of each such Class has been reduced to
      zero;

     

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

     


    
      
        
        

      

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

     

    (G)
       to
      the
      Class I-M4 Certificates, an amount equal to the lesser of (x) the excess, if
      any, of (a) the aggregate of the Principal Distribution Amounts for Pool 1
      and
      Pool 2 for such Distribution Date over (b) the amount paid to the
      Supplemental Interest Trust for deposit into the Group I Swap Account or
      distributed to the Group 1 Senior Certificates, the Group 2 Senior Certificates
      (other than the Class 2-AIO Certificates) and the Class I-M1, Class I-M2 and
      Class I-M3 Certificates and distributed to the Supplemental Interest Trust
      into
      the Group I Swap Account 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 aggregate of the Principal Distribution Amounts for Pool 1
      and
      Pool 2 for such Distribution Date over (b) the amount paid to the
      Supplemental Interest Trust for deposit into the Group I Swap Account or
      distributed to the Group 1 Senior Certificates, the Group 2 Senior Certificates
      (other than the Class 2-AIO Certificates) and the Class I-M1, Class I-M2, Class
      I-M3 and Class I-M4 Certificates and distributed to the Supplemental Interest
      Trust into the Group I Swap Account 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 aggregate of the Principal Distribution Amounts for Pool 1
      and
      Pool 2 for such Distribution Date over (b) the amount paid to the
      Supplemental Interest Trust for deposit into the Group I Swap Account or
      distributed to the Group 1 Senior Certificates, the Group 2 Senior Certificates
      (other than the Class 2-AIO Certificates) and the Class I-M1, Class I-M2, Class
      I-M3, Class I-M4 and Class I-M5 Certificates and distributed to the Supplemental
      Interest Trust into the Group I Swap Account 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;

     


    
      
        
        

      

      
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    (J)
       to
      the
      Class I-M7 Certificates, an amount equal to the lesser of (x) the excess, if
      any, of (a) the aggregate of the Principal Distribution Amounts for Pool 1
      and
      Pool 2 for such Distribution Date over (b) the amount paid to the
      Supplemental Interest Trust for deposit into the Group I Swap Account or
      distributed to the Group 1 Senior Certificates, the Group 2 Senior Certificates
      (other than the Class 2-AIO Certificates) and the Class I-M1, Class I-M2, Class
      I-M3, Class I-M4, Class I-M5 and Class I-M6 Certificates and distributed to
      the
      Supplemental Interest Trust into the Group I Swap Account 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 aggregate of the Principal Distribution Amounts for Pool 1
      and
      Pool 2 for such Distribution Date over (b) the amount paid to the
      Supplemental Interest Trust for deposit into the Group I Swap Account or
      distributed to the Group 1 Senior Certificates, the Group 2 Senior Certificates
      (other than the Class 2-AIO 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 and
      distributed to the Supplemental Interest Trust into the Group I Swap Account
      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;

     

    (L)
       to
      the
      Class I-M9 Certificates, an amount equal to the lesser of (x) the excess, if
      any, of (a) the aggregate of the Principal Distribution Amounts for Pool 1
      and
      Pool 2 for such Distribution Date over (b) the amount paid to the
      Supplemental Interest Trust for deposit into the Group I Swap Account or
      distributed to the Group 1 Senior Certificates, the Group 2 Senior Certificates
      (other than the Class 2-AIO 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
      and distributed to the Supplemental Interest Trust into the Group I Swap Account
      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;

     


    
      
        
        

      

      
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    (M)
       to
      the
      Class I-M10 Certificates, an amount equal to the lesser of (x) the excess,
      if
      any, of (a) the aggregate of the Principal Distribution Amounts for Pool 1
      and
      Pool 2 for such Distribution Date over (b) the amount paid to the
      Supplemental Interest Trust for deposit into the Group I Swap Account or
      distributed to the Group 1 Senior Certificates, the Group 2 Senior Certificates
      (other than the Class 2-AIO 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 and distributed to the Supplemental Interest Trust into the Group
      I
      Swap Account on such Distribution Date pursuant to clauses II(A) through (L)
      above, and (y) the I-M10 Principal Distribution Amount for such Distribution
      Date, until the Class Principal Amount of such Class has been reduced to
      zero;

     

    (N)
       for
      application as part of Pool 1-2 Monthly Excess Cashflow for such Distribution
      Date, as provided in Section 5A.02(e), any Principal Distribution Amount
      remaining from Pool 1 and Pool 2 after application pursuant to clauses (A)
      through (K) above;

     

    (e)
       On
      each
      Distribution Date, the Trustee shall distribute the sum of Pool 1 Monthly Excess
      Interest and Pool 2 Monthly Excess Interest for such Distribution Date, together
      with any payments received under the Group I Cap Agreement pursuant to Section
      5A.02(f) and the Group I Swap Agreement pursuant to Section 5A.02(g) in the
      case
      of distributions pursuant to clause (iv) below, in the following order of
      priority:

     

    (i)
       for
      each
      Distribution Date, to the Group I Certificates after application of the Interest
      Remittance Amount and the Principal Distribution Amount for each of Pool 1
      and
      Pool 2, in the following order of priority;

     

    (A)
       concurrently,
      on a pro
      rata
      basis,
      based on amounts due, to the Group 1 Senior Certificates and Group 2 Senior
      Certificates, any Current Interest and Carryforward Interest for such Classes
      for such Distribution Date, to the extent unpaid after distributions pursuant
      to
      Section 5A.02(b)(iii) and Section 5A.02(c)(iii), respectively; provided,
      however,
      that
      any shortfall in Current Interest and Carryforward Interest will 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
      Group I Subordinate Certificates, in accordance with the Group I Subordinate
      Priority, Current Interest and any Carryforward Interest for each such Class
      on
      such Distribution Date; and

     

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

     

    (ii)
       for
      each
      Distribution Date occurring (a) before the Pool 1-2 Stepdown Date or (b) on
      or
      after the Pool 1-2 Stepdown Date but for which a Pool 1-2 Trigger Event is
      in
      effect, then until the aggregate Certificate Principal Amount of the Group
      I
      Certificates equals the Pool 1-2 Target Amount, in reduction of the Class
      Principal Amounts of the Group I Certificates in the following order of
      priority:

     


    
      
        
        

      

      
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    (A)
       concurrently,
      to the Group 1 Senior Certificates and the Group 2 Senior Certificates, in
      proportion to the aggregate Class Principal Amount of the Senior Certificates
      related to each Group, in each case in accordance with the Group 1 Senior
      Priority or Group 2 Senior Priority, as applicable, 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 I Subordinate Certificates, in accordance with the Group I 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 1-2 Stepdown Date and for
      which
      a Pool 1-2 Trigger Event is not in effect, in the following order of
      priority:

     

    (A)
       concurrently,
      to the Group 1 Senior Certificates and the Group 2 Senior Certificates, in
      proportion to the aggregate Class Principal Amount of the Senior Certificates
      related to each such Group, in each case in accordance with the Group 1 Senior
      Priority or Group 2 Senior Priority, as applicable, in reduction of their
      respective Class Principal Amounts, until the aggregate Class Principal Amount
      of each such Class, after giving effect to previous principal distributions
      on
      such Distribution Date pursuant to Section 5A.02(d)(ii) above, equals the Pool
      1-2 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, Group
      2
      Senior Certificates (other than the Class 2-AIO Certificates) and 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, Group
      2
      Senior Certificates (other than the Class 2-AIO Certificates) and 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, Group
      2
      Senior Certificates (other than the Class 2-AIO Certificates) and 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, Group
      2
      Senior Certificates (other than the Class 2-AIO Certificates) and 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;

     


    
      
        
        

      

      
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    (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, Group
      2
      Senior Certificates (other than the Class 2-AIO Certificates) and 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;

     

    (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, Group
      2
      Senior Certificates (other than the Class 2-AIO Certificates) and 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, Group
      2
      Senior Certificates (other than the Class 2-AIO Certificates) and 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, Group
      2
      Senior Certificates (other than the Class 2-AIO Certificates) and 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;

     

    (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, Group
      2
      Senior Certificates (other than the Class 2-AIO Certificates) and 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;

     

    (K)
       to
      the
      Class I-M10 Certificates, in reduction of their Class Principal Amount, until
      the aggregate Class Principal Amount of the Group 1 Senior Certificates, Group
      2
      Senior Certificates (other than the Class 2-AIO Certificates) and Class I-M1,
      Class I-M2, Class I-M3, Class I-M4, Class I-M5, Class I-M6, Class I-M7, Class
      I-M8, Class I-M9 and Class I-M10 Certificates, after giving effect to
      distributions on such Distribution Date, equals the I-M10 Target
      Amount;

     

    (L)
       to
      the
      Pool 1-2 Basis Risk Reserve Fund, an amount equal to the Pool 1-2 Basis Risk
      Payment for such Distribution Date, and then from the Pool 1-2 Basis Risk
      Reserve Fund, in the following order of priority:

     


    
      
        
        

      

      
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    (M)
       concurrently,
      (i) to the Group 1 Senior Certificates, up to the Group 1 Monthly Excess
      Cashflow Percentage, the amount of any remaining Pool 1-2 Monthly Excess
      Cashflow, the amount of any Basis Risk Shortfalls and Unpaid Basis Risk
      Shortfalls for each such Class and such Distribution Date (to be paid
first,
      from
      any payments under the Group I Cap Agreement pursuant to Section 5A.02(f)(iv)
      below, second,
      from
      payment under the Group I Swap Agreement pursuant to Section 5A.02(g)(vi) below,
      and third,
      from
      amounts on deposit in the Pool 1-2 Basis Risk Reserve Fund), in proportion
      to
      the amount of such shortfalls, and (ii) to the Group 2 Senior Certificates,
      up
      to the Group 2 Monthly Excess Cashflow Percentage of any remaining Pool 1-2
      Monthly Excess Cashflow, the amount of any Basis Risk Shortfalls and Unpaid
      Basis Risk Shortfalls for each such Class and such Distribution Date (to be
      paid
first,
      from
      any payments under the Group I Cap Agreement pursuant to Section 5A.02(f)(iv)
      below, second,
      from
      payment under the Group I Swap Agreement pursuant to Section 5A.02(g)(vi) below,
      and third,
      from
      amounts on deposit in the Pool 1-2 Basis Risk Reserve Fund; provided,
      however
      that the
      Class 1-A1 and the Class 2-AIO Certificates shall not receive any payments
      from
      the Group I Cap Agreement or the Group I Swap Agreement), in proportion to
      the
      amount of such shortfalls; 

     

    (N)
       to
      the
      Group I Subordinate Certificates, in accordance with the Group I Subordinate
      Priority, any applicable Basis Risk Shortfall and Unpaid Basis Risk Shortfall
      for each such Class and such Distribution Date (to be paid first,
      from
      any payments under the Group I Cap Agreement pursuant to Section 5A.02(f)(v)
      below remaining after payments made to the Group 1 Senior Certificates and
      the
      Group 2 Senior Certificates pursuant to subclause (A) above, second,
      from
      any
      payments under the Group I Swap Agreement pursuant to Section 5A.02(g)(vii)
      below remaining after payments made to the Group 1 Senior Certificates and
      the
      Group 2 Senior Certificates pursuant to subclause (A) and third,
      from
      amounts on deposit in the Pool 1-2 Basis Risk Reserve Fund); 

     

    (O)
       concurrently,
      to the Group 1 Senior Certificates and the Group 2 Senior Certificates,
pro
      rata,
      any
      remaining Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, in proportion
      to their respective Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls,
      to
      the extent unpaid pursuant to clause (iv)(A) above; and

     

    (P)
       for
      addition to the amounts distributable pursuant to subclause (viii) below, to
      the
      I-XS Component of the Class I-X Certificates, any amounts remaining in the
      Pool
      1-2 Basis Risk Reserve Fund in excess of amounts required to be on deposit
      therein after application pursuant to subclauses (A) through (C) above for
      such
      Distribution Date; 

     

    (iv)
       to
      the
      Group 1 Senior Certificates and the Group 2 Senior Certificates, pro
      rata,
      in
      proportion to their respective Deferred Amounts, any applicable Deferred Amount
      (and any interest accrued on such Deferred Amounts at the related Interest
      Rate)
      for each such Class and such Distribution Date;

     


    
      
        
        

      

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

     

    (vi)
       on
      the
      Distribution Date occurring in May 2010 (or the next succeeding Distribution
      Date on which sufficient funds are available in the Certificate Account to
      make
      such distributions to the Class 1-P and Class 2-P Certificates), $100 to each
      of
      the Class 1-P and Class 2-P Certificates in payment of their Class 1-P Principal
      Amount and Class 2-P Principal Amount, respectively;

     

    (vii)
       to
      the
      I-XS Component of the Class I-X Certificate, the Class I-X Distributable Amount
      for such Distribution Date; and

     

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

     

    (f)
       On
      each
      Distribution Date, the Trustee shall distribute the Group I Cap Amount from
      the
      Group I Cap Account for such date after making all distributions under Section
      5A.02(d) above, except as noted in clauses (iv) and (v) below, as
      follows:

     

    (i)
       to
      the
      A2(1) and the A3(1) Components, and the Class 2-A1 Certificates and the A2(2)
      and the A3(2) Components, pro
      rata,
      Current
      Interest and any Carryforward Interest for each such Class for such Distribution
      Date to the extent unpaid after distributions from the Pool 1-2 Monthly Excess
      Cashflow pursuant to Section 5A.02(e)(i)(A) above (any shortfall in Current
      Interest and Carryforward Interest to be allocated among such Classes in
      proportion to the amount of Current Interest and Carryforward Interest that
      would have otherwise been distributable thereon);

     

    (ii)
       to
      the
      Group I Subordinate Certificates, in accordance with the Group I Subordinate
      Priority, Current Interest and any Carryforward Interest for such Class and
      such
      Distribution Date to the extent unpaid after distributions from the Pool 1-2
      Monthly Excess Cashflow pursuant to Section 5A.02(e)(i)(B) above;

     

    (iii)
       to
      the
      Class 1-A1 Certificates and the A2(1) and the A3(1) Components, and the Class
      2-A1 Certificates and the A2(2) and the A3(2) Components, any amount necessary
      to maintain the Targeted Overcollateralization Amount specified in Sections
      5A.02(e)(ii) and (iii) above for such Distribution Date, for application
      pursuant to the priorities set forth in such Sections, to the extent unpaid
      after distributions pursuant to such Sections;

     

    (iv)
       concurrently,
      on a pro rata basis, in proportion to such amounts, to the A2(1) and the A3(1)
      Components, and the Class 2-A1 Certificates and the A2(2) and the A3(2)
      Components, pro
      rata ̧
based
      on the amount of any Basis Risk Shortfall and Unpaid Basis Risk Shortfall,
      any
      Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls for each such Class
      and
      for such Distribution Date;

     


    
      
        
        

      

      
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    (v)
       to
      the
      Group I Subordinate Certificates, in accordance with the Group I Subordinate
      Priority, any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls for each
      such Class and for such Distribution Date;

     

    (vi)
       concurrently,
      on a pro rata basis, to the Class 1-A1 Certificates and the A2(1) and the A3(1)
      Components, and the Class 2-A1 Certificates and the A2(2) and the A3(2)
      Components, pro
      rata,
      any
      Deferred Amount (and any interest accrued on such Deferred Amounts at the
      related Interest Rate) for each such Class and such Distribution Date to the
      extent unpaid after distributions from the Pool 1-2 Monthly Excess Cashflow
      pursuant to Section 5A.02(e)(v) above for such Distribution Date;

     

    (vii)
       to
      the
      Group I Subordinate Certificates, in accordance with the Group I Subordinate
      Priority, any Deferred Amount for each such Class and such Distribution Date,
      to
      the extent unpaid after distributions from the Pool 1-2 Monthly Excess Cashflow
      pursuant to Section 5A.02(e)(vi) above for such Distribution Date; 

     

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

     

    (ix)
       to
      the
      I-CX Component of the Class I-X Certificates, any remaining Group I Cap
      Amount.

     

    With
      respect to each Distribution Date, the sum of all amounts distributed pursuant
      to clauses (iii), (vi) and (vii) above shall not exceed cumulative Realized
      Losses incurred from the Cut-off Date through the last date of the related
      Collection Period less any amount previously distributed pursuant to clauses
      (iii), (vi) and (vii) above together with amounts previously distributed
      pursuant to Section 5A.02(g)(v), (viii) and (ix) below.

     

    (g)
       On
      each
      Distribution Date (or, with respect to clauses (i), (ii), (x) and (xi) below,
      on
      the related Swap Payment Date), the Trustee shall distribute the Group I Swap
      Amount for such date after making all distributions under Sections 5A.02(e)
      and
      (f) above, except as noted in clauses (vi) and (vii) below, as
      follows:

     

    (i)
       to
      the
      Swap Counterparty, any Net Swap Payment (not due to a Swap Counterparty Trigger
      Event) owed to the Swap Counterparty pursuant to the Group I Swap Agreement
      for
      the related Distribution Date to the extent unpaid from the Interest Remittance
      Amount for Pool 1 pursuant to Sections 5A.02(b)(i) and (ii) above, from the
      Interest Remittance Amount for Pool 2 pursuant to Sections 5A.02(c)(i) and
      (ii)
      or Sections above, from the Principal Distribution Amounts for Pool 1 and Pool
      2
      pursuant to Sections 5A.02(d)(i) or (ii) above, for such Distribution
      Date;

     

    (ii)
       to
      the
      Swap Counterparty, any unpaid Swap Termination Payment (not due to a Swap
      Counterparty Trigger Event) owed to the Swap Counterparty pursuant to the Group
      I Swap Agreement to the extent unpaid from the Interest Remittance Amount for
      Pool 1 pursuant to Sections 5A.02(b)(i) and (ii) above, from the Interest
      Remittance Amount for Pool 2 pursuant to Sections 5A.02(c)(i) and (ii) above,
      from the Principal Distribution Amounts for Pool 1 and Pool 2 pursuant to
      Sections 5A.02(d)(i) or (ii) above, for such Distribution Date;

     


    
      
        
        

      

      
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    (iii)
       concurrently,
      on a pro rata basis, to the A2(1) and the A3(1) Components, and the Class 2-A1
      Certificates and the A2(2) and the A3(2) Components, Current Interest and any
      Carryforward Interest for each such Class for such Distribution Date pursuant
      to
      Section 5A.02(b)(iii) above, pro
      rata,
      based
      on amounts due, to the extent unpaid after distributions from the Interest
      Remittance Amount for Pool 1 pursuant to Section 5A.02(b)(iii) above, from
      the
      Interest Remittance Amount for Pool 2 pursuant to Sections 5A.02(c)(iii), from
      the Pool 1-2 Monthly Excess Cashflow pursuant to Section 5A.02(e)(i)(A) above,
      and from the Group I Cap Account pursuant to Section 5A.02(f)(i) above for
      such
      Distribution Date (any shortfall in Current Interest and Carryforward Interest
      to be allocated among such Classes in proportion to the amount of Current
      Interest and Carryforward Interest that would have otherwise been distributable
      thereon);

     

    (iv)
       to
      the
      Group I Subordinate Certificates, in accordance with the Group I Subordinate
      Priority, Current Interest and any Carryforward Interest for such Class and
      such
      Distribution Date to the extent unpaid after distributions from the Pool 1-2
      Monthly Excess Cashflow pursuant to Section 5A.02(e)(1)(B) above and from the
      Group I Cap Account pursuant to Section 5A.02(f)(ii) above for such Distribution
      Date; 

     

    (v)
       to
      the
      Class 1-A1 Certificates and the A2(1) and the A3(1) Components, and the Class
      2-A1 Certificates and the A2(2) and the A3(2) Components, any amount necessary
      to create and maintain specified in Sections 5A.02(e)(ii) and (iii) above,
      for
      application pursuant to the priorities set forth in such Sections after giving
      effect to distributions pursuant to such Sections and from the Group I Cap
      Account pursuant to Section 5A.02(f)(iii) above for such Distribution
      Date;

     

    (vi)
       concurrently,
      on a pro rata basis, to the A2(1) and the A3(1) Components, and the Class 2-A1
      Certificates and the A2(2) and the A3(2) Components, pro
      rata, based
      on
      the amount of any remaining Basis Risk Shortfalls and Unpaid Basis Risk
      Shortfalls, any remaining Basis Risk Shortfalls and Unpaid Basis Risk
      Shortfalls, to the extent unpaid after distributions from the Group I Cap
      Account pursuant to Section 5A.02(f)(iv) above for such Distribution
      Date;

     

    (vii)
       to
      the
      Group I Subordinate Certificates, in accordance with the Group I Subordinate
      Priority, any remaining Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls,
      to the extent unpaid after distributions from the Group I Cap Account pursuant
      to Section 5A.02(f)(v) above for such Distribution Date;

     

    (viii)
       concurrently,
      on a pro rata basis, to the Class 1-A1 Certificates and the A2(1) and the A3(1)
      Components, and the Class 2-A1 Certificates and the A2(2) and the A3(2)
      Components, pro
      rata,
      any
      Deferred Amount (and any interest accrued on such Deferred Amounts at the
      related Interest Rate) for each such Class and such Distribution Date to the
      extent unpaid after distributions from the Pool 1-2 Monthly Excess Cashflow
      pursuant to Section 5A.02(e)(v) above and from the Group I Cap Account pursuant
      to Section 5A.02(f)(vi) above for such Distribution Date;

     

    (ix)
       to
      the
      Group I Subordinate Certificates, in accordance with the Group I Subordinate
      Priority, any Deferred Amount for each such Class and such Distribution Date,
      to
      the extent unpaid after distributions from the Pool 1-2 Monthly Excess Cashflow
      pursuant to Section 5A.02(e)(vi) above and from the Group I Cap Account pursuant
      to Section 5A.02(f)(vii) above for such Distribution Date;

     


    
      
        
        

      

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

     

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

     

    (xii)
       to
      the
      I-SX Component of the Class I-X Certificates, all amounts remaining in the
      Group
      I Swap Account.

     

    With
      respect to each Distribution Date, the sum of all amounts distributed pursuant
      to clauses (v), (viii) and (ix) above shall not exceed cumulative Realized
      Losses incurred from the Cut-off Date through the last date of the related
      Collection Period less any amount previously distributed pursuant to clauses
      (v), (viii) and (ix) above together with amounts previously distributed pursuant
      to Section 5A.02(f)(iii), (vi) and (vii) above.

     

    (h)
       On
      each
      Distribution Date, an amount equal to the aggregate of all Prepayment Premiums
      collected with respect to the Pool 1 Mortgage Loans and the Pool 2 Mortgage
      Loans during the preceding Prepayment Period shall be distributed to the Class
      1-P Certificates and Class 2-P Certificates, respectively.

     

    (i)
       On
      each
      Distribution Date occurring after a Section 7.01(d) Purchase Event, but on
      or
      prior to a Pool 1-2 Termination Event, the Trustee (or the Paying Agent on
      behalf of the Trustee), shall withdraw from the Certificate Account the Total
      Distribution Amount for Pool 1 and Pool 2 (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 created
      pursuant to this Agreement and shall distribute such Total Distribution Amount
      first,
      solely
      with respect to the Pooling REMIC I Regular Interests, for deposit into the
      Group I Swap Account, an amount equal to any Net Swap Payment or Swap
      Termination Payment owed to the Swap Counterparty on the related Swap Payment
      Date; second,
      to
      the
      Trustee, any amounts reimbursable pursuant to Section 4.04(b)(i) and not
      previously reimbursed to the Trustee; third,
      to the
      LTURI-holder, any remaining related Total Distribution Amount for Pool 1 and
      Pool 2 to the extent payable on the Pooling REMIC I Regular Interests as
      provided in the Preliminary Statement; and fourth,
      to the
      Class I-LT-R Certificates, any remaining amounts.

     

    (j)
       On
      each
      Swap Payment Date occurring after a Section 7.01(d) Purchase Event, but on
      or
      prior to a Pool 1-2 Termination Event, the Trustee shall distribute the Group
      I
      Swap Amount for such date first,
      to the
      Swap Counterparty to pay any Net Swap Payment owed to the Swap Counterparty
      pursuant to the Group I Swap Agreement for such Swap Payment Date; second,
      to the
      Swap Counterparty, to pay any Swap Termination Payment owed to the Swap
      Counterparty pursuant to the Group I Swap Agreement for such Swap Payment Date;
      third,
      if
      applicable, to the Group I Swap Termination Receipts Account, for application
      to
      the purchase of a replacement swap agreement pursuant to Section 5.09(a); and
      fourth,
      any
      remaining Group I Swap Amount to the LTURI-holder with respect to the Pooling
      REMIC I.

     


    
      
        
        

      

      
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    (k)
       On
      each
      Distribution Date occurring after a Section 7.01(d) Purchase Event but on or
      prior to a Pool 1-2 Termination Event, the Trustee shall distribute any amounts
      received from the Cap Counterparty under the Group I Cap Agreement for such
      Distribution Date first,
      to the
      Group I Cap Termination Receipts Account, for application to the purchase of
      a
      replacement cap agreement pursuant to Section 5.09(b); and second,
      any
      remaining amount from the Cap Counterparty under the Group I Cap Agreement,
      to
      the LTURI-holder with respect to the Pooling REMIC I.

     

    (l)
       On
      each
      Distribution Date, an amount equal to the aggregate FPD Premiums collected
      during the preceding Prepayment Period shall be distributed to the I-XS
      Component of the Class I-X Certificates.

     

    



    
      
        
        

      

      
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    ANNEX
      5B.02

    


    DISTRIBUTIONS
      FROM THE CERTIFICATE ACCOUNT 

    TO
      THE
      GROUP II CERTIFICATES

    


    Section
      5B.02. Distributions
      from the Certificate Account to the Group II Certificates.
      

    


    (a)
       On
      each
      Distribution Date on or prior to a Section 7.01(d) Purchase Event or a Pool
      3
      Termination Event, the Trustee (or the Paying Agent on behalf of the Trustee)
      shall withdraw from the Certificate Account the Total Distribution Amount for
      Pool 3 (to the extent such amount is on deposit in the Certificate Account)
      and
      shall allocate such amounts to the interests issued in respect of each REMIC
      created pursuant to this Agreement and shall distribute such amounts as
      specified in subparagraphs (b) through (g) and (j) of this Section 5B.02. On
      each Distribution Date after a Section 7.01(d) Purchase Event but on or prior
      to
      a Pool 3 Termination Event, the Trustee (or the Paying Agent on behalf of the
      Trustee) shall withdraw from the Certificate Account the Total Distribution
      Amount for Pool 3 (to the extent such amount is on deposit in the Certificate
      Account), and shall allocate such amount to the interests issued in respect
      of
      each REMIC created pursuant to this Agreement and shall distribute such amount
      as specified in subparagraphs (h) through (j) of this Section
      5B.02.

     

    (b)
       On
      each
      Distribution Date on or prior to a Section 7.01(d) Purchase Event related to
      the
      Pooling REMIC II Regular Interest, the Trustee (or the Paying Agent on behalf
      of
      the Trustee) shall distribute the Interest Remittance Amount for Pool 3 for
      such
      date in the following order of priority:

     

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

     

    (ii)
       concurrently,
      on a pro
      rata
      basis,
      to the Group 3 Senior Certificates, Current Interest and any Carryforward
      Interest for such Classes for such Distribution Date (any shortfall in Current
      Interest and Carryforward Interest to be allocated among such Classes in
      proportion to the amount of Current Interest and Carryforward Interest that
      would otherwise be distributable thereon);

     

    (iii)
       to
      the
      Certificate Insurer, any unreimbursed Insured Amounts with respect to draws
      made
      under the Policy with respect to interest for the Insured Certificates, together
      with interest thereon;

     

    (iv)
       to
      the
      Group II Subordinate Certificates, in accordance with the Group 3 Subordinate
      Priority, Current Interest and any Carryforward Interest for each such Class
      for
      such Distribution Date;

     

    (v)
       for
      application pursuant to Section 5B.02(d) below, as part of Pool 3 Monthly Excess
      Cashflow for such Distribution Date, any Pool 3 Interest Remittance Amount
      remaining undistributed after application pursuant clauses (i) through (iv)
      of
      this Section 5B.02(b).

     


    
      
        
        

      

      
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    (c)
       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 (or the Paying Agent on behalf
      of the Trustee) shall distribute the Principal Distribution Amount for Pool
      1
      and Pool 2 for such date concurrently, as follows:

     

    (i)
       On
      each
      Distribution Date (a) prior to the Pool 3 Stepdown Date or (b) on or after
      the
      Pool 3 Stepdown Date and with respect to which a Pool 3 Trigger Event is in
      effect, until the aggregate Certificate Principal Amount of the Group II
      Certificates equals the Pool 3 Target Amount for such Distribution Date, the
      Trustee (or the Paying Agent on behalf of the Trustee) shall distribute the
      Principal Distribution Amount for Pool 3 in the following order of
      priority:

     

    (A)
       concurrently,
      on a pro
      rata
      basis,
      to (x) the Class 3-A1, Class 3-A2, Class 3-A3-1, Class 3-A3-2, Class 3-A4 and
      Class 3-A5 Certificates, (y) the Class 3-A6 Certificates and (z) the Class
      3-A7
      Certificates, in proportion to their aggregate Class Principal Amounts, as
      follows:

     

    (1)
       to
      the
      Class 3-A1, Class 3-A2, Class 3-A3-1, Class 3-A3-2, Class 3-A4 and Class 3-A5
      Certificates, in the following order of priority:

     

    (a) to
      the
      Class 3-A5 Certificates, the Class 3-A5 Priority Amount for such Distribution
      Date, until the Class Principal Amount of such Class has been reduced to
      zero;

     

    (b) sequentially,
      to the Class 3-A1 and Class 3-A2 Certificates, in that order, until the Class
      Principal Amount of each such class has been reduced to zero;

     

    (c) concurrently,
      on a pro rata basis, to the Class 3-A3-1 and Class 3-A3-2 Certificates, in
      proportion to their aggregate Class Principal Amounts, until the Class Principal
      Amount of each such class has been reduced to zero; and

     

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

     

    (2)
       to
      the
      Class 3-A6 Certificates, until the Class Principal Amount of such class has
      been
      reduced to zero; and

     

    (3)
       to
      the
      Class 3-A7 Certificates, until the Class Principal Amount of such class has
      been
      reduced to zero;

     

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

     

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

     


    
      
        
        

      

      
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    (D)
       for
      application as part of Pool 3 Monthly Excess Cashflow for such Distribution
      Date, as provided in Section 5B.02(d) below, any Principal Distribution Amount
      for Pool 3 remaining after application pursuant to clauses (A) through (C)
      above.

     

    (ii)
       On
      each
      Distribution Date (a) on or after the Pool 3 Stepdown Date and (b) with respect
      to which a Pool 3 Trigger Event is not in effect, the Trustee (or the Paying
      Agent on behalf of the Trustee) shall distribute Principal Distribution Amount
      for Pool 3 in the following order of priority:

     

    (A)
       so
      long
      as any of the Group II Subordinate Certificates are outstanding, to the Group
      3
      Senior Certificates (other than the Class 3-A3-3 and 3-AIO Certificates), in
      accordance with the Pool 3 Senior Priority, in an amount equal to the lesser
      of
      (x) the Principal Distribution Amount for Pool 3 for such Distribution Date
      and
      (y) the Pool 3 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 3 Senior Certificates, in accordance with the Pool
      3
      Senior Priority, the Principal Distribution Amount for Pool 3 for such
      Distribution Date, until the Class Principal Amount of each such Class has
      been
      reduced to zero;

     

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

     

    (C)
       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 3 for such
      Distribution Date over (b) the amount distributed to the Group II Senior
      Certificates (other than any Interest-Only Certificates) on such Distribution
      Date pursuant to clauses II(A) through (B) above, 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;

     

    (D)
       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 3 for such
      Distribution Date over (b) the amount distributed to the Group II Senior
      Certificates (other than any Interest-Only Certificates) and the Class II-M1
      Certificates on such Distribution Date pursuant to clauses II(A) through (C)
      above, 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;

     

    (E)
       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 3 for such
      Distribution Date over (b) the amount distributed to the Group II Senior
      Certificates (other than any Interest-Only Certificates) and the Class II-M1
      and
      Class II-M2 Certificates on such Distribution Date pursuant to clauses II(A)
      through (D) above, 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;

     


    
      
        
        

      

      
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    (F)
       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 3 for such
      Distribution Date over (b) the amount distributed to the Group II Senior
      Certificates (other than any Interest-Only Certificates) and the Class II-M1,
      Class II-M2 and Class II-M3 Certificates on such Distribution Date pursuant
      to
      clauses II(A) through (E) above, 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;

     

    (G)
       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 3 for such
      Distribution Date over (b) the amount distributed to the Group II Senior
      Certificates (other than any Interest-Only Certificates) and the Class II-M1,
      Class II-M2, Class II-M3 and Class II-M4 Certificates on such Distribution
      Date
      pursuant to clauses II(A) through (F) above, 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;

     

    (H)
       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 3 for such
      Distribution Date over (b) the amount distributed to the Group II Senior
      Certificates (other than any Interest-Only 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 (G) above, 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;

     

    (I)
       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 3 for such
      Distribution Date over (b) the amount distributed to the Group II Senior
      Certificates (other than any Interest-Only 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 (H) above, 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;

     

    (J)
       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 3 for such
      Distribution Date over (b) the amount distributed to the Group II Senior
      Certificates (other than any Interest-Only 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 (I)
      above, 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;
      and

     


    
      
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    (K)
       for
      application as part of Pool 3 Monthly Excess Cashflow for such Distribution
      Date, as provided in Section 5B.02(d), any Principal Distribution Amount
      remaining from Pool 3 after application pursuant to clauses (A) through (J)
      above;

     

    (d)
       On
      each
      Distribution Date, the Trustee shall distribute the Pool 3 Monthly Excess
      Cashflow for such Distribution Date in the following order of
      priority:

     

    (i)
       for
      each
      Distribution Date, to the Group II Certificates after application of the
      Interest Remittance Amount and the Principal Distribution Amount for Pool 3,
      in
      the following order of priority;

     

    (A)
       concurrently,
      on a pro
      rata
      basis,
      based on amount due, to the Group 2 Senior Certificates, any Current Interest
      and Carryforward Interest for such Classes for such Distribution Date, to the
      extent unpaid after distributions pursuant to Section 5B.02(b)(ii); provided,
      however,
      that
      any shortfall in Current Interest and Carryforward Interest will 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 unreimbursed Insured Payments with respect to draws
      made under the Policy with respect to (i) interest to the extent unpaid pursuant
      to clause (b)(iii) above and (ii) principal, together with interest thereon,
      for
      the Insured Certificates, to the extent unpaid pursuant to clauses (c)(i) or
      (c)(ii), as applicable, above;

     

    (C)
       to
      the
      Group II Subordinate Certificates, in accordance with the Group II Subordinate
      Priority, Current Interest and any Carryforward Interest for each such Class
      on
      such Distribution Date; and

     

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

     

    (ii)
       for
      each
      Distribution Date occurring (a) before the Pool 3 Stepdown Date or (b) on or
      after the Pool 3 Stepdown Date but for which a Pool 3 Trigger Event is in
      effect, then until the aggregate Certificate Principal Amount of the Group
      II
      Certificates equals the Pool 3 Target Amount, in reduction of the Class
      Principal Amounts of the Group I Certificates in the following order of
      priority:

     

    (A)
       to
      each
      Class of the Group II Senior Certificates (other than the Class 3-AIO
      Certificates), in accordance with the Pool 3 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 II Subordinate Certificates, in accordance with the Group II Subordinate
      Priority, in reduction of their Class Principal Amounts, until the Class
      Principal Amount of each such Class has been reduced to zero;

     


    
      
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    (iii)
       for
      each
      Distribution Date occurring on or after the Pool 3 Stepdown Date and for which
      a
      Pool 3 Trigger Event is not in effect, in the following order of
      priority:

     

    (A)
       to
      each
      Class of the Group II Senior Certificates (other than the Class 3-AIO
      Certificates), in proportion to the aggregate Class Principal Amount of the
      Senior Certificates, in accordance with the Pool 3 Senior Priority, in reduction
      of their respective Class Principal Amounts, until the aggregate Class Principal
      Amount of each such Class, after giving effect to previous principal
      distributions on such Distribution Date pursuant to Section 5B.02(c)(i)(B)
      above, equals the Pool 3 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 II Certificates and 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 II Certificates and 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 II Certificates and 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 II Certificates and 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;

     

    (G)
       to
      the
      Class II-M6 Certificates, in reduction of their Class Principal Amount, until
      the aggregate Class Principal Amount of the Group II Certificates and 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 II Certificates and 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;

     


    
      
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    (I)
       to
      the
      Class II-M8 Certificates, in reduction of their Class Principal Amount, until
      the aggregate Class Principal Amount of the Group II Certificates and 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;

     

    (iv)
       to
      the
      Pool 3 Basis Risk Reserve Fund, an amount equal to the Pool 3 Basis Risk Payment
      for such Distribution Date, and then from the Pool 3 Basis Risk Reserve Fund,
      in
      the following order of priority:

     

    (A)
       pro
      rata,
      to the
      Group II Senior Certificates (other than the Class 3-AIO Certificates), the
      amount of any unpaid Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls
      for
      each such Class and such Distribution Date (to be paid first,
      from
      any payments under the Class 3-A1 Cap Agreement pursuant to Section 5B.02(e)(i)
      below and second,
      from
      amounts on deposit in the Pool 3 Basis Risk Reserve Fund), in proportion to
      the
      amount of such shortfalls;

     

    (B)
       to
      the
      Group II Subordinate Certificates, in accordance with the Group II Subordinate
      Priority, any applicable Basis Risk Shortfall and Unpaid Basis Risk Shortfall
      for each such Class and such Distribution Date (to be paid first,
      from
      any payments under the Class 3-A1 Cap Agreement pursuant to Section 5B.02(e)(i)
      below, and second,
      from
      amounts on deposit in the Pool 3 Basis Risk Reserve Fund); and

     

    (C)
       for
      addition to the amounts distributable pursuant to subclause (viii) below, to
      the
      II-XS Component of the Class II-X Certificates, any amounts remaining in the
      Pool 3 Basis Risk Reserve Fund in excess of amounts required to be on deposit
      therein after application pursuant to subclauses (A) through (B) above for
      such
      Distribution Date; 

     

    (v)
       to
      the
      Group II Senior Certificates (other than the Class 3-A3-3 and 3-AIO
      Certificates), in proportion to their respective Deferred Amounts, any
      applicable Deferred Amount (and any interest accrued on such Deferred Amounts
      at
      the related Interest Rate) for each such Class and such Distribution
      Date;

     

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

     

    (vii)
       on
      the
      Distribution Date occurring in March 2010 (or the next succeeding Distribution
      Date on which sufficient funds are available in the Certificate Account to
      make
      such distributions to the Class 3-P Certificates), $100 to the Class 3-P
      Certificates in payment of its Class 2-P Principal Amount;

     

    (viii)
       to
      the
      II-XS Component of the Class II-X Certificate, the Class II-X Distributable
      Amount for such Distribution Date; and

     


    
      
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    (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
      Pooling REMIC II, and otherwise to the Class II-R Certificate;

     

    (e)
       On
      each
      Distribution Date, the Trustee shall distribute the Class 3-A1 Cap Amount from
      the Group I Cap Account for such date after making all distributions under
      Section 5B.02(f)(v) below, as follows:

     

    (i)
       to
      the
      Class 3-A1 Certificates, based on the amount of any Basis Risk Shortfalls and
      Unpaid Basis Risk Shortfalls; 

     

    (ii)
       to
      the
      Class 3-A1 Cap Termination Receipts Account for application to the purchase
      of a
      replacement cap agreement pursuant to Section 5.10(b); and

     

    (iii)
       to
      the
      II-CX Component of the Class II-X Certificates, any remaining Class 3-A1 Cap
      Amount.

     

    (f)
       [Reserved]

     

    (g)
       On
      each
      Distribution Date, an amount equal to the aggregate of all Prepayment Premiums
      collected with respect to the Pool 3 Mortgage Loans during the preceding
      Prepayment Period shall be distributed to the Class 3-P
      Certificates.

     

    (h)
       On
      each
      Distribution Date occurring after a Section 7.01(d) Purchase Event, but on
      or
      prior to a Pool 3 Termination Event, the Trustee (or the Paying Agent on behalf
      of the Trustee), shall withdraw from the Certificate Account the Total
      Distribution Amount for Pool 3 (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 II Regular Interests created pursuant to this
      Agreement and shall distribute such Total Distribution Amount first,
      to
      the
      Trustee, any amounts reimbursable pursuant to Section 4.04(b)(i) and not
      previously reimbursed to the Trustee; second,
      to the
      LTURI-holder, any remaining related Total Distribution Amount for Pool 3 to
      the
      extent payable on the Pooling REMIC II Regular Interests as provided in the
      Preliminary Statement; and third,
      to the
      Class II-LT-R Certificates, any remaining amounts.

     

    (i)
       On
      each
      Distribution Date occurring after a Section 7.01(d) Purchase Event but on or
      prior to a Pool 3 Termination Event, the Trustee shall distribute any amounts
      received from the Cap Counterparty under the Class 3-A1 Cap Agreement for such
      Distribution Date first,
      to the
      Class 3-A1 Cap Termination Receipts Account, for application to the purchase
      of
      a replacement cap agreement pursuant to Section 5.10(b); and second,
      any
      remaining amount from the Cap Counterparty under the Class 3-A1 Cap Agreement,
      to the LTURI-holder with respect to the Pooling REMIC II.

     

    (j)
       On
      each
      Distribution Date, an amount equal to the aggregate FPD Premiums collected
      during the preceding Prepayment Period shall be distributed to the II-XS
      Component of the Class II-X Certificates.

     


    
      
        Annex
          5B.02