EXECUTION

    
 

    STRUCTURED
      ASSET SECURITIES CORPORATION, as Depositor,

     

    AURORA
      LOAN SERVICES LLC, as Master Servicer,


    


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


     
      

     

     

    and

     

     

    


    U.S.
      BANK
      NATIONAL ASSOCIATION, as Trustee

     

    ___________________________

    


    TRUST
      AGREEMENT

    


    Dated
      as
      of October 1, 2007

    ___________________________

    


     

    STRUCTURED
      ASSET SECURITIES CORPORATION

    MORTGAGE
      PASS-THROUGH CERTIFICATES

    SERIES
      2007-BNC1


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      EXECUTION

      



    

    TABLE
      OF
      CONTENTS

     

    Page

    
      	 
	
              ARTICLE
                I

            
	 
	
              DEFINITIONS

            
	 
	
              Section
                1.01

            	
              Definitions.

            	
              16

            
	
              Section
                1.02

            	
              Calculations
                Respecting Mortgage Loans.

            	
              60

            
	
              Section
                1.03

            	
              Calculations
                Respecting Accrued Interest.

            	
              60

            
	 
	
              ARTICLE
                II

            
	 
	
              DECLARATION
                OF TRUST;

            
	
              ISSUANCE
                OF CERTIFICATES

            
	 
	
              Section
                2.01

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

            	
              60

            
	
              Section
                2.02

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

            	
              65

            
	
              Section
                2.03

            	
              Representations
                and Warranties of the Depositor.

            	
              66

            
	
              Section
                2.04

            	
              Discovery
                of Breach.

            	
              68

            
	
              Section
                2.05

            	
              Repurchase,
                Purchase or Substitution of Mortgage Loans.

            	
              68

            
	
              Section
                2.06

            	
              Grant
                Clause.

            	
              69

            
	 
	
              ARTICLE
                III

            
	 
	
              THE
                CERTIFICATES

            
	 
	
              Section
                3.01

            	
              The
                Certificates.

            	
              71

            
	
              Section
                3.02

            	
              Registration.

            	
              72

            
	
              Section
                3.03

            	
              Transfer
                and Exchange of Certificates.

            	
              72

            
	
              Section
                3.04

            	
              Cancellation
                of Certificates.

            	
              79

            
	
              Section
                3.05

            	
              Replacement
                of Certificates.

            	
              79

            
	
              Section
                3.06

            	
              Persons
                Deemed Owners.

            	
              79

            
	
              Section
                3.07

            	
              Temporary
                Certificates.

            	
              79

            
	
              Section
                3.08

            	
              Appointment
                of Paying Agent.

            	
              80

            
	
              Section
                3.09

            	
              Book-Entry
                Certificates.

            	
              81

            
	 
	
              ARTICLE
                IV

            
	 
	
              ADMINISTRATION
                OF THE TRUST FUND

            
	 
	
              Section
                4.01

            	
              Collection
                Account.

            	
              82

            
	
              Section
                4.02

            	
              Application
                of Funds in the Collection Account.

            	
              84

            
	
              Section
                4.03

            	
              Reports
                to Certificateholders.

            	
              87

            
	
              Section
                4.04

            	
              Certificate
                Account.

            	
              91

            


    


    
      
        
        

      

      
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              Section
                4.05

            	
              [Reserved].

            	
              92

            
	 
	
              ARTICLE
                V

            
	 
	
              DISTRIBUTIONS
                TO HOLDERS OF CERTIFICATES

            
	 
	
              Section
                5.01

            	
              Distributions
                Generally.

            	
              92

            
	
              Section
                5.02

            	
              Distributions
                from the Certificate Account.

            	
              93

            
	
              Section
                5.03

            	
              Allocation
                of Losses.

            	
              106

            
	
              Section
                5.04

            	
              Advances
                by Master Servicer, Servicers and Trustee.

            	
              106

            
	
              Section
                5.05

            	
              Compensating
                Interest Payments.

            	
              107

            
	
              Section
                5.06

            	
              Basis
                Risk Reserve Fund.

            	
              108

            
	
              Section
                5.07

            	
              Supplemental
                Interest Trust.

            	
              108

            
	
              Section
                5.08

            	
              Rights
                of Swap Counterparty.

            	
              111

            
	
              Section
                5.09

            	
              Termination
                Receipts.

            	
              111

            
	 
	
              ARTICLE
                VI

            
	 
	
              CONCERNING
                THE TRUSTEE; EVENTS OF DEFAULT

            
	 
	
              Section
                6.01

            	
              Duties
                of Trustee.

            	
              112

            
	
              Section
                6.02

            	
              Certain
                Matters Affecting the Trustee.

            	
              115

            
	
              Section
                6.03

            	
              Trustee
                Not Liable for Certificates.

            	
              116

            
	
              Section
                6.04

            	
              Trustee
                May Own Certificates.

            	
              117

            
	
              Section
                6.05

            	
              Eligibility
                Requirements for Trustee.

            	
              117

            
	
              Section
                6.06

            	
              Resignation
                and Removal of Trustee.

            	
              117

            
	
              Section
                6.07

            	
              Successor
                Trustee.

            	
              118

            
	
              Section
                6.08

            	
              Merger
                or Consolidation of Trustee.

            	
              119

            
	
              Section
                6.09

            	
              Appointment
                of Co-Trustee, Separate Trustee or Custodian.

            	
              119

            
	
              Section
                6.10

            	
              Authenticating
                Agents.

            	
              121

            
	
              Section
                6.11

            	
              Indemnification
                of Trustee.

            	
              122

            
	
              Section
                6.12

            	
              Fees
                and Expenses of Trustee and Custodian.

            	
              123

            
	
              Section
                6.13

            	
              Collection
                of Monies.

            	
              123

            
	
              Section
                6.14

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

            	
              124

            
	
              Section
                6.15

            	
              Additional
                Remedies of Trustee Upon Event of Default.

            	
              128

            
	
              Section
                6.16

            	
              Waiver
                of Defaults.

            	
              128

            
	
              Section
                6.17

            	
              Notification
                to Holders.

            	
              129

            
	
              Section
                6.18

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

            	
              129

            
	
              Section
                6.19

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

            	
              129

            
	
              Section
                6.20

            	
              Preparation
                of Tax Returns and Other Reports.

            	
              130

            
	
              Section
                6.21

            	
              Reporting
                Requirements of the Commission.

            	
              137

            
	
              Section
                6.22

            	
              No
                Merger.

            	
              137

            
	
              Section
                6.23

            	
              Indemnification
                by the Trustee.

            	
              137

            
	 


    


    
      
        
        

      

      
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              ARTICLE
                VII

            
	 
	
              PURCHASE
                OF MORTGAGE LOANS AND TERMINATION OF THE TRUST FUND

            
	 
	
              Section
                7.01

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

            	
              138

            
	
              Section
                7.02

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

            	
              141

            
	
              Section
                7.03

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

            	
              143

            
	
              Section
                7.04

            	
              Optional
                Repurchase Right.

            	
              144

            
	 
	
              ARTICLE
                VIII

            
	 
	
              RIGHTS
                OF CERTIFICATEHOLDERS

            
	 
	
              Section
                8.01

            	
              Limitation
                on Rights of Holders.

            	
              144

            
	
              Section
                8.02

            	
              Access
                to List of Holders.

            	
              145

            
	
              Section
                8.03

            	
              Acts
                of Holders of Certificates.

            	
              146

            
	 
	
              ARTICLE
                IX

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

            
	 
	
              Section
                9.01

            	
              Duties
                of the Master Servicer.

            	
              147

            
	
              Section
                9.02

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

            	
              147

            
	
              Section
                9.03

            	
              Master
                Servicer’s Financial Statements and Related Information.

            	
              148

            
	
              Section
                9.04

            	
              Power
                to Act; Procedures.

            	
              148

            
	
              Section
                9.05

            	
              Enforcement
                of Servicers’ and Master Servicer’s Obligations.

            	
              151

            
	
              Section
                9.06

            	
              Collection
                of Taxes, Assessments and Similar Items.

            	
              152

            
	
              Section
                9.07

            	
              Termination
                of Servicing Agreements; Successor Servicers.

            	
              152

            
	
              Section
                9.08

            	
              Master
                Servicer Liable for Enforcement.

            	
              153

            
	
              Section
                9.09

            	
              No
                Contractual Relationship Between Any Servicer and Trustee or
                Depositor.

            	
              154

            
	
              Section
                9.10

            	
              Assumption
                of Servicing Agreement by Trustee.

            	
              154

            
	
              Section
                9.11

            	
              Due-on-Sale
                Clauses; Assumption Agreements.

            	
              154

            
	
              Section
                9.12

            	
              Release
                of Mortgage Files.

            	
              155

            
	
              Section
                9.13

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

            	
              156

            
	
              Section
                9.14

            	
              Representations
                and Warranties of the Master Servicer.

            	
              157

            
	
              Section
                9.15

            	
              Opinion.

            	
              159

            
	
              Section
                9.16

            	
              Standard
                Hazard and Flood Insurance Policies.

            	
              159

            
	
              Section
                9.17

            	
              Presentment
                of Claims and Collection of Proceeds.

            	
              160

            


    


    
      
        
        

      

      
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              Section
                9.18

            	
              [Reserved].

            	
              160

            
	
              Section
                9.19

            	
              Trustee
                To Retain Possession of Certain Documents.

            	
              160

            
	
              Section
                9.20

            	
              [Reserved].

            	
              161

            
	
              Section
                9.21

            	
              Compensation
                to the Master Servicer.

            	
              161

            
	
              Section
                9.22

            	
              REO
                Property.

            	
              161

            
	
              Section
                9.23

            	
              Notices
                to the Depositor and the Trustee.

            	
              162

            
	
              Section
                9.24

            	
              Reports
                to the Trustee.

            	
              162

            
	
              Section
                9.25

            	
              Assessment
                of Compliance and Attestation Reports.

            	
              163

            
	
              Section
                9.26

            	
              Annual
                Statement of Compliance with Relevant Servicing Criteria.

            	
              164

            
	
              Section
                9.27

            	
              Merger
                or Consolidation.

            	
              165

            
	
              Section
                9.28

            	
              Resignation
                of Master Servicer.

            	
              165

            
	
              Section
                9.29

            	
              Assignment
                or Delegation of Duties by the Master Servicer.

            	
              165

            
	
              Section
                9.30

            	
              Limitation
                on Liability of the Master Servicer and Others.

            	
              166

            
	
              Section
                9.31

            	
              Indemnification;
                Third-Party Claims.

            	
              167

            
	
              Section
                9.32

            	
              Special
                Servicing of Delinquent Mortgage Loans.

            	
              168

            
	
              Section
                9.33

            	
              Alternative
                Index.

            	
              168

            
	
              Section
                9.34

            	
              Duties
                of the Credit Risk Manager.

            	
              168

            
	
              Section
                9.35

            	
              Limitation
                Upon Liability of the Credit Risk Manager.

            	
              170

            
	
              Section
                9.36

            	
              Indemnification
                by the Credit Risk Manager.

            	
              170

            
	
              Section
                9.37

            	
              Removal
                of Credit Risk Manager.

            	
              171

            
	 
	
              ARTICLE
                X

            
	 
	
              REMIC
                ADMINISTRATION

            
	 
	
              Section
                10.01

            	
              REMIC
                Administration.

            	
              171

            
	
              Section
                10.02

            	
              Prohibited
                Transactions and Activities.

            	
              174

            
	
              Section
                10.03

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

            	
              175

            
	
              Section
                10.04

            	
              REO
                Property.

            	
              175

            
	 
	
              ARTICLE
                XI

            
	 
	
              MISCELLANEOUS
                PROVISIONS

            
	 
	
              Section
                11.01

            	
              Binding
                Nature of Agreement; Assignment.

            	
              176

            
	
              Section
                11.02

            	
              Entire
                Agreement.

            	
              176

            
	
              Section
                11.03

            	
              Amendment.

            	
              176

            
	
              Section
                11.04

            	
              Voting
                Rights.

            	
              178

            
	
              Section
                11.05

            	
              Provision
                of Information.

            	
              178

            
	
              Section
                11.06

            	
              Governing
                Law.

            	
              179

            
	
              Section
                11.07

            	
              Notices.

            	
              179

            
	
              Section
                11.08

            	
              Severability
                of Provisions.

            	
              179

            
	
              Section
                11.09

            	
              Indulgences;
                No Waivers.

            	
              179

            
	
              Section
                11.10

            	
              Headings
                Not To Affect Interpretation.

            	
              180

            
	
              Section
                11.11

            	
              Benefits
                of Agreement.

            	
              180

            
	
              Section
                11.12

            	
              Special
                Notices to the Rating Agencies and any NIMS Insurer.

            	
              180

            
	
              Section
                11.13

            	
              Conflicts.

            	
              181

            


    


    
      
        
        

      

      
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              Section
                11.14

            	
              Counterparts.

            	
              181

            
	
              Section
                11.15

            	
              Transfer
                of Servicing.

            	
              181

            


    

    



    
      
        
        

      

      
        v

        
          

        

      

      
        
        

      

    


    ATTACHMENTS

     

    
      	
              Exhibit
                A-1

            	
              Form
                of Senior Certificate

            
	
              Exhibit
                A-2

            	
              Form
                of Class M Certificate

            
	
              Exhibit
                A-3

            	
              Form
                of Class B Certificate

            
	
              Exhibit
                A-4

            	
              Form
                of Class P Certificate

            
	
              Exhibit
                A-5

            	
              Form
                of Class X Certificate

            
	
              Exhibit
                A-6

            	
              Form
                of Residual Certificate

            
	
              Exhibit
                A-7

            	
              Form
                of Reverse of Certificate

            
	
              Exhibit
                B-1

            	
              Form
                of Initial Certification

            
	
              Exhibit
                B-2

            	
              Form
                of Interim Certification

            
	
              Exhibit
                B-3

            	
              Form
                of Final Certification

            
	
              Exhibit
                B-4

            	
              Form
                of Endorsement

            
	
              Exhibit
                C

            	
              Request
                for Release of Documents and Receipt

            
	
              Exhibit
                D-l

            	
              Form
                of Residual Certificate Transfer Affidavit (Transferee)

            
	
              Exhibit
                D-2

            	
              Form
                of Residual Certificate Transfer Affidavit (Transferor)

            
	
              Exhibit
                E

            	
              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

            	
              Description
                of Custodial Agreement

            
	
              Exhibit
                L

            	
              List
                of Credit Risk Management Agreements

            
	
              Exhibit
                M-1

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

            
	
              Exhibit
                M-2

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

            
	
              Exhibit
                N

            	
              [Reserved]

            
	
              Exhibit
                O

            	
              Swap
                Agreement

            
	
              Exhibit
                P-1

            	
              Additional
                Form 10-D Disclosure

            
	
              Exhibit
                P-2

            	
              Additional
                Form 10-K Disclosure 

            
	
              Exhibit
                P-3

            	
              Additional
                Form 8-K Disclosure

            
	
              Exhibit
                P-4

            	
              Additional
                Disclosure Notification

            
	
              Exhibit
                Q-1

            	
              Form
                of Back-Up Sarbanes-Oxley Certification

            
	
              Exhibit
                Q-2

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

            
	
              Exhibit
                R-1

            	
              Form
                of Watchlist Report

            
	
              Exhibit
                R-2

            	
              Form
                of Loss Severity Report

            
	
              Exhibit
                R-3

            	
              [Reserved]

            
	
              Exhibit
                R-4

            	
              Form
                of Prepayment Premiums Report

            
	
              Exhibit
                R-5

            	
              Form
                of Analytics Report

            
	
              Exhibit
                S

            	
              Servicing
                Criteria to be Addressed in Report on Assessment of
                Compliance

            
	
              Exhibit
                T

            	
              Form
                of Modified Loan Report

            
	
              Exhibit
                U

            	
              Form
                of Certification to be Provided by the Credit Risk
                Manager

            
	
              Exhibit
                V

            	
              Transaction
                Parties

            


    

     

     

    
      
        
        

      

      
        vi

        
          

        

      

      
        
        

      

    

     

    
      	
              Exhibit
                W

            	
              [Reserved]

            
	
              Exhibit
                X

            	
              Schedule
                of Fees for Services as Document Custodian

            
	
              Exhibit
                Y

            	
              Form
                of Call Option Notice

            
	
              Exhibit
                Z

            	
              Form
                of Purchaser Call Option Notice

            
	
              Schedule
                A

            	
              Mortgage
                Loan Schedule (by Mortgage Pool)

            


    

    




    
      
        
        

      

      
        vii

        
          

        

      

      
        
        

      

    

    EXECUTION

    



    This
      TRUST AGREEMENT, dated as of October 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”), U.S. BANK NATIONAL ASSOCIATION, as trustee (the “Trustee”), and
      CLAYTON FIXED INCOME SERVICES INC., as credit risk manager (the “Credit Risk
      Manager”).

     

    PRELIMINARY
      STATEMENT

     

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

     

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

     

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

     

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

     


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    


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

     

    REMIC
      1:

     

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

     

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

     

    On
      each
      Distribution Date the Trustee shall distribute the aggregate Interest Remittance
      Amount (net of expenses described in the preceding paragraph) with respect
      to
      each of the Lower Tier Interests in REMIC 1 based on the above-described
      interest rates.On each Distribution Date, the Trustee shall distribute the
      aggregate Principal Remittance Amount among the Lower Tier Interests in REMIC
      1
      in accordance with the amount of the Principal Remittance Amount attributable
      to
      the Mortgage Loan corresponding to each such Lower Tier Interest in REMIC 1.
      All
      losses on the Mortgage Loans shall be allocated among the Lower Tier Interests
      in REMIC 1 in the same manner that principal distributions are
      allocated.

     

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

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    REMIC
      2:

     

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

      


    
      
        	
                Class
                  Designation

              	 	
                Initial
                  Principal Balance

              	 	
                Interest
                  Rate

              	 
	
                LT2-A

              	 	 	
                74,063,351.69
                  

              	 	 	
                (1)

              	 
	
                LT2-F1

              	 	 	
                6,736,584.66
                  

              	 	 	
                (2)

              	 
	
                LT2-V1

              	 	 	
                6,736,584.66
                  

              	 	 	
                (3)

              	 
	
                LT2-F2

              	 	 	
                7,419,044.47
                  

              	 	 	
                (2)

              	 
	
                LT2-V2

              	 	 	
                7,419,044.47
                  

              	 	 	
                (3)

              	 
	
                LT2-F3

              	 	 	
                8,058,126.82
                  

              	 	 	
                (2)

              	 
	
                LT2-V3

              	 	 	
                8,058,126.82
                  

              	 	 	
                (3)

              	 
	
                LT2-F4

              	 	 	
                8,662,404.22
                  

              	 	 	
                (2)

              	 
	
                LT2-V4

              	 	 	
                8,662,404.22
                  

              	 	 	
                (3)

              	 
	
                LT2-F5

              	 	 	
                9,215,101.32
                  

              	 	 	
                (2)

              	 
	
                LT2-V5

              	 	 	
                9,215,101.32
                  

              	 	 	
                (3)

              	 
	
                LT2-F6

              	 	 	
                9,640,782.89
                  

              	 	 	
                (2)

              	 
	
                LT2-V6

              	 	 	
                9,640,782.89
                  

              	 	 	
                (3)

              	 
	
                LT2-F7

              	 	 	
                9,383,696.86
                  

              	 	 	
                (2)

              	 
	
                LT2-V7

              	 	 	
                9,383,696.86
                  

              	 	 	
                (3)

              	 
	
                LT2-F8

              	 	 	
                9,118,892.36
                  

              	 	 	
                (2)

              	 
	
                LT2-V8

              	 	 	
                9,118,892.36
                  

              	 	 	
                (3)

              	 
	
                LT2-F9

              	 	 	
                8,850,249.92
                  

              	 	 	
                (2)

              	 
	
                LT2-V9

              	 	 	
                8,850,249.92
                  

              	 	 	
                (3)

              	 
	
                LT2-F10

              	 	 	
                8,589,021.44
                  

              	 	 	
                (2)

              	 
	
                LT2-V10

              	 	 	
                8,589,021.44
                  

              	 	 	
                (3)

              	 
	
                LT2-F11

              	 	 	
                8,335,487.46
                  

              	 	 	
                (2)

              	 
	
                LT2-V11

              	 	 	
                8,335,487.46
                  

              	 	 	
                (3)

              	 
	
                LT2-F12

              	 	 	
                8,089,421.70
                  

              	 	 	
                (2)

              	 
	
                LT2-V12

              	 	 	
                8,089,421.70
                  

              	 	 	
                (3)

              	 
	
                LT2-F13

              	 	 	
                7,850,604.50
                  

              	 	 	
                (2)

              	 
	
                LT2-V13

              	 	 	
                7,850,604.50
                  

              	 	 	
                (3)

              	 
	
                LT2-F14

              	 	 	
                7,775,078.64
                  

              	 	 	
                (2)

              	 
	
                LT2-V14

              	 	 	
                7,775,078.64
                  

              	 	 	
                (3)

              	 
	
                LT2-F15

              	 	 	
                8,009,039.11
                  

              	 	 	
                (2)

              	 
	
                LT2-V15

              	 	 	
                8,009,039.11
                  

              	 	 	
                (3)

              	 
	
                LT2-F16

              	 	 	
                7,961,356.09
                  

              	 	 	
                (2)

              	 
	
                LT2-V16

              	 	 	
                7,961,356.09
                  

              	 	 	
                (3)

              	 
	
                LT2-F17

              	 	 	
                7,725,990.87
                  

              	 	 	
                (2)

              	 
	
                LT2-V17

              	 	 	
                7,725,990.87
                  

              	 	 	
                (3)

              	 
	
                LT2-F18

              	 	 	
                7,761,803.57
                  

              	 	 	
                (2)

              	 
	
                LT2-V18

              	 	 	
                7,761,803.57
                  

              	 	 	
                (3)

              	 
	
                LT2-F19

              	 	 	
                7,692,853.66
                  

              	 	 	
                (2)

              	 
	
                LT2-V19

              	 	 	
                7,692,853.66
                  

              	 	 	
                (3)

              	 


      


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      


      


      
        	
                Class
                  Designation

              	 	
                Initial
                  Principal Balance

              	 	
                Interest
                  Rate

              	 
	
                LT2-F20

              	 	 	
                7,335,748.24
                  

              	 	 	
                (2)

              	 
	
                LT2-V20

              	 	 	
                7,335,748.24
                  

              	 	 	
                (3)

              	 
	
                LT2-F21

              	 	 	
                6,971,790.14
                  

              	 	 	
                (2)

              	 
	
                LT2-V21

              	 	 	
                6,971,790.14
                  

              	 	 	
                (3)

              	 
	
                LT2-F22

              	 	 	
                6,629,760.61
                  

              	 	 	
                (2)

              	 
	
                LT2-V22

              	 	 	
                6,629,760.61
                  

              	 	 	
                (3)

              	 
	
                LT2-F23

              	 	 	
                6,316,229.24
                  

              	 	 	
                (2)

              	 
	
                LT2-V23

              	 	 	
                6,316,229.24
                  

              	 	 	
                (3)

              	 
	
                LT2-F24

              	 	 	
                6,015,442.41
                  

              	 	 	
                (2)

              	 
	
                LT2-V24

              	 	 	
                6,015,442.41
                  

              	 	 	
                (3)

              	 
	
                LT2-F25

              	 	 	
                5,732,113.62
                  

              	 	 	
                (2)

              	 
	
                LT2-V25

              	 	 	
                5,732,113.62
                  

              	 	 	
                (3)

              	 
	
                LT2-F26

              	 	 	
                5,477,269.38
                  

              	 	 	
                (2)

              	 
	
                LT2-V26

              	 	 	
                5,477,269.38
                  

              	 	 	
                (3)

              	 
	
                LT2-F27

              	 	 	
                5,245,992.93
                  

              	 	 	
                (2)

              	 
	
                LT2-V27

              	 	 	
                5,245,992.93
                  

              	 	 	
                (3)

              	 
	
                LT2-F28

              	 	 	
                5,033,939.96
                  

              	 	 	
                (2)

              	 
	
                LT2-V28

              	 	 	
                5,033,939.96
                  

              	 	 	
                (3)

              	 
	
                LT2-F29

              	 	 	
                4,837,856.91
                  

              	 	 	
                (2)

              	 
	
                LT2-V29

              	 	 	
                4,837,856.91
                  

              	 	 	
                (3)

              	 
	
                LT2-F30

              	 	 	
                4,655,482.45
                  

              	 	 	
                (2)

              	 
	
                LT2-V30

              	 	 	
                4,655,482.45
                  

              	 	 	
                (3)

              	 
	
                LT2-F31

              	 	 	
                4,484,705.82
                  

              	 	 	
                (2)

              	 
	
                LT2-V31

              	 	 	
                4,484,705.82
                  

              	 	 	
                (3)

              	 
	
                LT2-F32

              	 	 	
                4,325,363.18
                  

              	 	 	
                (2)

              	 
	
                LT2-V32

              	 	 	
                4,325,363.18
                  

              	 	 	
                (3)

              	 
	
                LT2-F33

              	 	 	
                4,178,854.19
                  

              	 	 	
                (2)

              	 
	
                LT2-V33

              	 	 	
                4,178,854.19
                  

              	 	 	
                (3)

              	 
	
                LT2-F34

              	 	 	
                4,041,478.35
                  

              	 	 	
                (2)

              	 
	
                LT2-V34

              	 	 	
                4,041,478.35
                  

              	 	 	
                (3)

              	 
	
                LT2-F35

              	 	 	
                3,910,679.80
                  

              	 	 	
                (2)

              	 
	
                LT2-V35

              	 	 	
                3,910,679.80
                  

              	 	 	
                (3)

              	 
	
                LT2-F36

              	 	 	
                3,788,208.80
                  

              	 	 	
                (2)

              	 
	
                LT2-V36

              	 	 	
                3,788,208.80
                  

              	 	 	
                (3)

              	 
	
                LT2-F37

              	 	 	
                3,672,456.41
                  

              	 	 	
                (2)

              	 
	
                LT2-V37

              	 	 	
                3,672,456.41
                  

              	 	 	
                (3)

              	 
	
                LT2-F38

              	 	 	
                3,560,419.49
                  

              	 	 	
                (2)

              	 
	
                LT2-V38

              	 	 	
                3,560,419.49
                  

              	 	 	
                (3)

              	 
	
                LT2-F39

              	 	 	
                3,451,854.60
                  

              	 	 	
                (2)

              	 
	
                LT2-V39

              	 	 	
                3,451,854.60
                  

              	 	 	
                (3)

              	 
	
                LT2-F40

              	 	 	
                3,346,651.37
                  

              	 	 	
                (2)

              	 
	
                LT2-V40

              	 	 	
                3,346,651.37
                  

              	 	 	
                (3)

              	 
	
                LT2-F41

              	 	 	
                3,244,703.05
                  

              	 	 	
                (2)

              	 
	
                LT2-V41

              	 	 	
                3,244,703.05
                  

              	 	 	
                (3)

              	 


      


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      


      


      
        	
                Class
                  Designation

              	 	
                Initial
                  Principal Balance

              	 	
                Interest
                  Rate

              	 
	
                LT2-F42

              	 	 	
                3,145,906.42
                  

              	 	 	
                (2)

              	 
	
                LT2-V42

              	 	 	
                3,145,906.42
                  

              	 	 	
                (3)

              	 
	
                LT2-F43

              	 	 	
                3,050,161.65
                  

              	 	 	
                (2)

              	 
	
                LT2-V43

              	 	 	
                3,050,161.65
                  

              	 	 	
                (3)

              	 
	
                LT2-F44

              	 	 	
                2,957,372.19
                  

              	 	 	
                (2)

              	 
	
                LT2-V44

              	 	 	
                2,957,372.19
                  

              	 	 	
                (3)

              	 
	
                LT2-F45

              	 	 	
                2,867,444.65
                  

              	 	 	
                (2)

              	 
	
                LT2-V45

              	 	 	
                2,867,444.65
                  

              	 	 	
                (3)

              	 
	
                LT2-F46

              	 	 	
                2,780,288.71
                  

              	 	 	
                (2)

              	 
	
                LT2-V46

              	 	 	
                2,780,288.71
                  

              	 	 	
                (3)

              	 
	
                LT2-F47

              	 	 	
                2,695,816.97
                  

              	 	 	
                (2)

              	 
	
                LT2-V47

              	 	 	
                2,695,816.97
                  

              	 	 	
                (3)

              	 
	
                LT2-F48

              	 	 	
                2,613,944.93
                  

              	 	 	
                (2)

              	 
	
                LT2-V48

              	 	 	
                2,613,944.93
                  

              	 	 	
                (3)

              	 
	
                LT2-F49

              	 	 	
                2,534,590.81
                  

              	 	 	
                (2)

              	 
	
                LT2-V49

              	 	 	
                2,534,590.81
                  

              	 	 	
                (3)

              	 
	
                LT2-F50

              	 	 	
                2,457,675.47
                  

              	 	 	
                (2)

              	 
	
                LT2-V50

              	 	 	
                2,457,675.47
                  

              	 	 	
                (3)

              	 
	
                LT2-F51

              	 	 	
                2,383,122.39
                  

              	 	 	
                (2)

              	 
	
                LT2-V51

              	 	 	
                2,383,122.39
                  

              	 	 	
                (3)

              	 
	
                LT2-F52

              	 	 	
                2,310,887.74
                  

              	 	 	
                (2)

              	 
	
                LT2-V52

              	 	 	
                2,310,887.74
                  

              	 	 	
                (3)

              	 
	
                LT2-F53

              	 	 	
                2,240,895.74
                  

              	 	 	
                (2)

              	 
	
                LT2-V53

              	 	 	
                2,240,895.74
                  

              	 	 	
                (3)

              	 
	
                LT2-F54

              	 	 	
                2,172,986.74
                  

              	 	 	
                (2)

              	 
	
                LT2-V54

              	 	 	
                2,172,986.74
                  

              	 	 	
                (3)

              	 
	
                LT2-F55

              	 	 	
                2,119,220.51
                  

              	 	 	
                (2)

              	 
	
                LT2-V55

              	 	 	
                2,119,220.51
                  

              	 	 	
                (3)

              	 
	
                LT2-F56

              	 	 	
                2,054,790.65
                  

              	 	 	
                (2)

              	 
	
                LT2-V56

              	 	 	
                2,054,790.65
                  

              	 	 	
                (3)

              	 
	
                LT2-F57

              	 	 	
                1,992,306.17
                  

              	 	 	
                (2)

              	 
	
                LT2-V57

              	 	 	
                1,992,306.17
                  

              	 	 	
                (3)

              	 
	
                LT2-F58

              	 	 	
                1,931,768.41
                  

              	 	 	
                (2)

              	 
	
                LT2-V58

              	 	 	
                1,931,768.41
                  

              	 	 	
                (3)

              	 
	
                LT2-F59

              	 	 	
                1,873,086.84
                  

              	 	 	
                (2)

              	 
	
                LT2-V59

              	 	 	
                1,873,086.84
                  

              	 	 	
                (3)

              	 
	
                LT2-F60

              	 	 	
                1,816,202.45
                  

              	 	 	
                (2)

              	 
	
                LT2-V60

              	 	 	
                1,816,202.45
                  

              	 	 	
                (3)

              	 
	
                LT2-F61

              	 	 	
                1,761,059.29
                  

              	 	 	
                (2)

              	 
	
                LT2-V61

              	 	 	
                1,761,059.29
                  

              	 	 	
                (3)

              	 
	
                LT2-F62

              	 	 	
                1,707,603.22
                  

              	 	 	
                (2)

              	 
	
                LT2-V62

              	 	 	
                1,707,603.22
                  

              	 	 	
                (3)

              	 
	
                LT2-F63

              	 	 	
                1,655,781.81
                  

              	 	 	
                (2)

              	 
	
                LT2-V63

              	 	 	
                1,655,781.81
                  

              	 	 	
                (3)

              	 


      


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      


      


      
        	
                Class
                  Designation

              	 	
                Initial
                  Principal Balance

              	 	
                Interest
                  Rate

              	 
	
                LT2-F64

              	 	 	
                1,605,544.31
                  

              	 	 	
                (2)

              	 
	
                LT2-V64

              	 	 	
                1,605,544.31
                  

              	 	 	
                (3)

              	 
	
                LT2-F65

              	 	 	
                1,556,841.58
                  

              	 	 	
                (2)

              	 
	
                LT2-V65

              	 	 	
                1,556,841.58
                  

              	 	 	
                (3)

              	 
	
                LT2-F66

              	 	 	
                1,509,626.05
                  

              	 	 	
                (2)

              	 
	
                LT2-V66

              	 	 	
                1,509,626.05
                  

              	 	 	
                (3)

              	 
	
                LT2-F67

              	 	 	
                1,463,851.67
                  

              	 	 	
                (2)

              	 
	
                LT2-V67

              	 	 	
                1,463,851.67
                  

              	 	 	
                (3)

              	 
	
                LT2-F68

              	 	 	
                1,419,473.81
                  

              	 	 	
                (2)

              	 
	
                LT2-V68

              	 	 	
                1,419,473.81
                  

              	 	 	
                (3)

              	 
	
                LT2-F69

              	 	 	
                1,376,449.31
                  

              	 	 	
                (2)

              	 
	
                LT2-V69

              	 	 	
                1,376,449.31
                  

              	 	 	
                (3)

              	 
	
                LT2-F70

              	 	 	
                1,334,736.32
                  

              	 	 	
                (2)

              	 
	
                LT2-V70

              	 	 	
                1,334,736.32
                  

              	 	 	
                (3)

              	 
	
                LT2-F71

              	 	 	
                11,696,299.91
                  

              	 	 	
                (2)

              	 
	
                LT2-V71

              	 	 	
                11,696,299.91
                  

              	 	 	
                (3)

              	 
	
                LT2-R

              	 	 	
                (4)

              	 	 	
                (4)

              	 
	 	 	 	 	 	 	 	 


      

    

    
      	 	
              (1)

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

            


    

     

    
      	 	
              (2)

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

            


    

     

    
      	 	
              (3)

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

            


    

     

    
      	 	
              (4)

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

            


    

     

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

     

    On
      each
      Distribution Date, the Trustee shall distribute the aggregate Principal
      Remittance Amount with respect to the two Mortgage Pools with respect to the
      Lower Tier Interests in REMIC 2, first to the Class LT2-A Interest until its
      principal balance is reduced to zero, and then sequentially, to the other Lower
      Tier Interests in REMIC 2 in ascending order of their numerical class
      designation, and, with respect to each pair of classes having the same numerical
      designation, in equal amounts to each such class, until the principal balance
      of
      each such class is reduced to zero. All losses on the Mortgage Loans shall
      be
      allocated among the Lower Tier Interests in REMIC 2 in the same manner that
      principal distributions are allocated.

     

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

     


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    REMIC
      3:

     

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

     

    
      	
              REMIC
                3 Lower 

              Tier
                Class Designation

            	
              REMIC
                3 Lower 

              Tier
                Interest Rate

            	
              Initial
                Class 

              Principal
                Amount

            	
              Corresponding
                

              Class
                of Certificate(s)

            
	
              Class
                LT3-A1

            	
              (1)

            	
              (3)

            	
              A1

            
	
              Class
                LT3-A2

            	
              (1)

            	
              (3)

            	
              A2

            
	
              Class
                LT3-A3

            	
              (1)

            	
              (3)

            	
              A3

            
	
              Class
                LT3-A4

            	
              (1)

            	
              (3)

            	
              A4

            
	
              Class
                LT3-M1

            	
              (1)

            	
              (3)

            	
              M1

            
	
              Class
                LT3-M2

            	
              (1)

            	
              (3)

            	
              M2

            
	
              Class
                LT3-M3

            	
              (1)

            	
              (3)

            	
              M3

            
	
              Class
                LT3-M4

            	
              (1)

            	
              (3)

            	
              M4

            
	
              Class
                LT3-M5

            	
              (1)

            	
              (3)

            	
              M5

            
	
              Class
                LT3-M6

            	
              (1)

            	
              (3)

            	
              M6

            
	
              Class
                LT3-M7

            	
              (1)

            	
              (3)

            	
              M7

            
	
              Class
                LT3-M8

            	
              (1)

            	
              (3)

            	
              M8

            
	
              Class
                LT3-M9

            	
              (1)

            	
              (3)

            	
              M9

            
	
              Class
                LT3-B1

            	
              (1)

            	
              (3)

            	
              B1

            
	
              Class
                LT3-B2

            	
              (1)

            	
              (3)

            	
              B2

            
	
              Class
                LT3-B3

            	
              (1)

            	
              (3)

            	
              B3

            
	
              Class
                LT3-Q

            	
              (1)

            	
              (4)

            	
              N/A

            
	
              Class
                LT3-IO

            	
              (2)

            	
              (2)

            	
              N/A

            
	
              Class
                LT3-R

            	
              (5)

            	
              (5)

            	
              R

            


    

                


    
      	 	
              (1)

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

            


    

     

    
      	 	
              (2)

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

            


    

     


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    


     

    
      	
              Distribution
                Dates

            	
              REMIC
                2 Class Designation

            
	
              2

            	
              Class
                LT2-F1

            
	
              2-3

            	
              Class
                LT2-F2

            
	
              2-4

            	
              Class
                LT2-F3

            
	
              2-5

            	
              Class
                LT2-F4

            
	
              2-6

            	
              Class
                LT2-F5

            
	
              2-7

            	
              Class
                LT2-F6

            
	
              2-8

            	
              Class
                LT2-F7

            
	
              2-9

            	
              Class
                LT2-F8

            
	
              2-10

            	
              Class
                LT2-F9

            
	
              2-11

            	
              Class
                LT2-F10

            
	
              2-12

            	
              Class
                LT2-F11

            
	
              2-13

            	
              Class
                LT2-F12

            
	
              2-14

            	
              Class
                LT2-F13

            
	
              2-15

            	
              Class
                LT2-F14

            
	
              2-16

            	
              Class
                LT2-F15

            
	
              2-17

            	
              Class
                LT2-F16

            
	
              2-18

            	
              Class
                LT2-F17

            
	
              2-19

            	
              Class
                LT2-F18

            
	
              2-20

            	
              Class
                LT2-F19

            
	
              2-21

            	
              Class
                LT2-F20

            
	
              2-22

            	
              Class
                LT2-F21

            
	
              2-23

            	
              Class
                LT2-F22

            
	
              2-24

            	
              Class
                LT2-F23

            
	
              2-25

            	
              Class
                LT2-F24

            
	
              2-26

            	
              Class
                LT2-F25

            
	
              2-27

            	
              Class
                LT2-F26

            
	
              2-28

            	
              Class
                LT2-F27

            
	
              2-29

            	
              Class
                LT2-F28

            
	
              2-30

            	
              Class
                LT2-F29

            
	
              2-31

            	
              Class
                LT2-F30

            
	
              2-32

            	
              Class
                LT2-F31

            
	
              2-33

            	
              Class
                LT2-F32

            
	
              2-34

            	
              Class
                LT2-F33

            
	
              2-35

            	
              Class
                LT2-F34

            
	
              2-36

            	
              Class
                LT2-F35

            
	
              2-37

            	
              Class
                LT2-F36

            
	
              2-38

            	
              Class
                LT2-F37

            
	
              2-39

            	
              Class
                LT2-F38

            
	
              2-40

            	
              Class
                LT2-F39

            
	
              2-41

            	
              Class
                LT2-F40

            
	
              2-42

            	
              Class
                LT2-F41

            
	
              2-43

            	
              Class
                LT2-F42

            
	
              2-44

            	
              Class
                LT2-F43

            
	
              2-45

            	
              Class
                LT2-F44

            
	
              2-46

            	
              Class
                LT2-F45

            
	
              2-47

            	
              Class
                LT2-F46

            
	
              2-48

            	
              Class
                LT2-F47

            
	
              2-49

            	
              Class
                LT2-F48

            
	
              2-50

            	
              Class
                LT2-F49

            
	
              2-51

            	
              Class
                LT2-F50

            
	
              2-52

            	
              Class
                LT2-F51

            
	
              2-53

            	
              Class
                LT2-F52

            
	
              2-54

            	
              Class
                LT2-F53

            
	
              2-55

            	
              Class
                LT2-F54

            
	
              2-56

            	
              Class
                LT2-F55

            
	
              2-57

            	
              Class
                LT2-F56

            
	
              2-58

            	
              Class
                LT2-F57

            
	
              2-59

            	
              Class
                LT2-F58

            
	
              2-60

            	
              Class
                LT2-F59

            
	
              2-61

            	
              Class
                LT2-F60

            
	
              2-62

            	
              Class
                LT2-F61

            
	
              2-63

            	
              Class
                LT2-F62

            
	
              2-64

            	
              Class
                LT2-F63

            
	
              2-65

            	
              Class
                LT2-F64

            
	
              2-66

            	
              Class
                LT2-F65

            
	
              2-67

            	
              Class
                LT2-F66

            
	
              2-68

            	
              Class
                LT2-F67

            
	
              2-69

            	
              Class
                LT2-F68

            
	
              2-70

            	
              Class
                LT2-F69

            
	
              2-71

            	
              Class
                LT2-F70

            
	
              2-72

            	
              Class
                LT2-F71

            


    

    



    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


                


    
      	 	
              (3)

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

            


    

     

    
      	 	
              (4)

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

            


    

     

    
      	 	
              (5)

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

            


    

     

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

     

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

     

    (a) First,
      to
      the Class LT3-A1, Class LT3-A2, Class LT3-A3, Class LT3-A4, Class LT3-M1, Class
      LT3-M2, Class LT3-M3, Class LT3-M4, Class LT3-M5, Class LT3-M6, Class LT3-M7,
      Class LT3-M8, Class LT3-M9, Class LT3-B1, Class LT3-B2 and Class LT3-B3
      Interests until the principal balance of each such Lower Tier Interest equals
      one-half of the Class Principal Amount of the Corresponding Class of
      Certificates immediately after such Distribution Date; and

     

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

     

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

     


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    The
      Certificates:

     

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

      


    
      
        	
                Class
                  Designation

              	
                Certificate
                  Interest Rate

              	
                Initial
                  Class Principal Amount

              	
                Minimum
                  Denomination

              
	
                Class
                  A1

              	
                (1)

              	
                $210,174,000

              	
                $  25,000

              
	
                Class
                  A2

              	
                (2)

              	
                $275,052,000

              	
                $  25,000

              
	
                Class
                  A3

              	
                (3)

              	
                $  31,948,000

              	
                $  25,000

              
	
                Class
                  A4

              	
                (4)

              	
                $  24,412,000

              	
                $  25,000

              
	
                Class
                  M1

              	
                (5)

              	
                $  18,289,000

              	
                $100,000

              
	
                Class
                  M2

              	
                (6)

              	
                $  18,289,000

              	
                $100,000

              
	
                Class
                  M3

              	
                (7)

              	
                $  32,099,000

              	
                $100,000

              
	
                Class
                  M4

              	
                (8)

              	
                $  11,571,000

              	
                $100,000

              
	
                Class
                  M5

              	
                (9)

              	
                $  13,064,000

              	
                $100,000

              
	
                Class
                  M6

              	
                (10)

              	
                $    9,704,000

              	
                $100,000

              
	
                Class
                  M7

              	
                (11)

              	
                $    7,838,000

              	
                $100,000

              
	
                Class
                  M8

              	
                (12)

              	
                $  10,078,000

              	
                $100,000

              
	
                Class
                  M9

              	
                (13)

              	
                $    7,838,000

              	
                $100,000

              
	
                Class
                  B1

              	
                (14)

              	
                $  10,078,000

              	
                $100,000

              
	
                Class
                  B2

              	
                (15)

              	
                $  11,197,000

              	
                $100,000

              
	
                Class
                  B3

              	
                (16)

              	
                $  27,620,000

              	
                $100,000

              
	
                Class
                  X

              	
                (17)

              	
                (17)

              	
                10%

              
	
                Class
                  R

              	
                (18)

              	
                (18)

              	
                100%

              
	
                Class
                  P

              	
                (19)

              	
                $100 (20)

              	
                10%

              
	
                Class
                  LT-R

              	
                (21)

              	
                (21)

              	
                100%

              


      

    

                

    
      	
              (1)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class A1 Certificates is the per
                annum
                rate equal to the lesser of (i) LIBOR plus 0.220% and (ii) with respect
                to
                any Distribution Date on which the Class Principal Amounts of the
                Group 2
                Senior Certificates are outstanding, the Pool 1 Net Funds Cap for
                such
                Distribution Date or, after the Distribution Date on which the Class
                Principal Amounts of the Group 2 Senior Certificates have been reduced
                to
                zero, the Subordinate Net Funds Cap for such Distribution Date;
                provided,
                that if the Mortgage Loans and related property are not purchased
                pursuant
                to Section 7.01(b) on the Initial Optional Termination Date, then
                with
                respect to each subsequent Distribution Date the per annum rate calculated
                pursuant to clause (i) above with respect to the Class A1 Certificates
                will be LIBOR plus 0.440%. For purposes of the REMIC Provisions,
                each
                reference to a Net Funds Cap in clause (ii) of the preceding sentence
                shall be deemed to be a reference to the REMIC 3 Net Funds Cap; therefore,
                on any Distribution Date on which the Certificate Interest Rate for
                the
                Class A1 Certificates exceeds the REMIC 3 Net Funds Cap, interest
                accruals
                based on such excess shall be treated as having been paid from the
                Basis
                Risk Reserve Fund or the Supplemental Interest Trust, as applicable;
                on
                any Distribution Date on which the Certificate Interest Rate on the
                Class
                A1 Certificates is based on a Net Funds Cap, the amount of interest
                that
                would have accrued on the Class A1 Certificates if the REMIC 3 Net
                Funds
                Cap were substituted for the Net Funds Cap shall be treated as having
                been
                paid by the Class A1 Certificateholders to the Supplemental Interest
                Trust, all pursuant to and as further provided in Section 10.01(n)
                hereof.

            


    

     

    
      	
              (2)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class A2 Certificates is the per annum
                rate equal to the lesser of (i) LIBOR plus 1.100% and (ii) with respect
                to
                any Distribution Date on which the Class Principal Amounts of the
                Group 1
                Senior Certificates are outstanding, the Pool 2 Net Funds Cap for
                such
                Distribution Date or, after the Distribution Date on which the Class
                Principal Amounts of the Group 1 Senior Certificates have been reduced
                to
                zero, the Subordinate Net Funds Cap for such Distribution Date;
                provided,
                that if the Mortgage Loans and related property are not purchased
                pursuant
                to Section 7.01(b) on the Initial Optional Termination Date, then
                with
                respect to each subsequent Distribution Date the per annum rate calculated
                pursuant to clause (i) above with respect to the Class A2 Certificates
                will be LIBOR plus 2.200%. For purposes of the REMIC Provisions,
                each
                reference to a Net Funds Cap in clause (ii) of the preceding sentence
                shall be deemed to be a reference to the REMIC 3 Net Funds Cap; therefore,
                on any Distribution Date on which the Certificate Interest Rate for
                the
                Class A2 Certificates exceeds the REMIC 3 Net Funds Cap, interest
                accruals
                based on such excess shall be treated as having been paid from the
                Basis
                Risk Reserve Fund or the Supplemental Interest Trust, as applicable;
                on
                any Distribution Date on which the Certificate Interest Rate on the
                Class
                A2 Certificates is based on a Net Funds Cap, the amount of interest
                that
                would have accrued on the Class A2 Certificates if the REMIC 3 Net
                Funds
                Cap were substituted for the Net Funds Cap shall be treated as having
                been
                paid by the Class A2 Certificateholders to the Supplemental Interest
                Trust, all pursuant to and as further provided in Section 10.01(n)
                hereof.

            


    

     


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    
      	
              (3)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class A3 Certificates is the per
                annum
                rate equal to the lesser of (i) LIBOR plus 1.500% and (ii) with respect
                to
                any Distribution Date on which the Class Principal Amounts of the
                Group 1
                Senior Certificates are outstanding, the Pool 2 Net Funds Cap for
                such
                Distribution Date or, after the Distribution Date on which the Class
                Principal Amounts of the Group 1 Senior Certificates have been reduced
                to
                zero, the Subordinate Net Funds Cap for such Distribution Date;
                provided,
                that if the Mortgage Loans and related property are not purchased
                pursuant
                to Section 7.01(b) on the Initial Optional Termination Date, then
                with
                respect to each subsequent Distribution Date the per annum rate calculated
                pursuant to clause (i) above with respect to the Class A3 Certificates
                will be LIBOR plus 3.000%. For purposes of the REMIC Provisions,
                each
                reference to a Net Funds Cap in clause (ii) of the preceding sentence
                shall be deemed to be a reference to the REMIC 3 Net Funds Cap; therefore,
                on any Distribution Date on which the Certificate Interest Rate for
                the
                Class A3 Certificates exceeds the REMIC 3 Net Funds Cap, interest
                accruals
                based on such excess shall be treated as having been paid from the
                Basis
                Risk Reserve Fund or the Supplemental Interest Trust, as applicable;
                on
                any Distribution Date on which the Certificate Interest Rate on the
                Class
                A3 Certificates is based on a Net Funds Cap, the amount of interest
                that
                would have accrued on the Class A3 Certificates if the REMIC 3 Net
                Funds
                Cap were substituted for the Net Funds Cap shall be treated as having
                been
                paid by the Class A3 Certificateholders to the Supplemental Interest
                Trust, all pursuant to and as further provided in Section 10.01(n)
                hereof.

            


    

     

    
      	
              (4)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class A4 Certificates is the per
                annum
                rate equal to the lesser of (i) LIBOR plus 1.500% and (ii) with respect
                to
                any Distribution Date on which the Class Principal Amounts of the
                Group 1
                Senior Certificates are outstanding, the Pool 2 Net Funds Cap for
                such
                Distribution Date or, after the Distribution Date on which the Class
                Principal Amounts of the Group 1 Senior Certificates have been reduced
                to
                zero, the Subordinate Net Funds Cap for such Distribution Date;
                provided,
                that if the Mortgage Loans and related property are not purchased
                pursuant
                to Section 7.01(b) on the Initial Optional Termination Date, then
                with
                respect to each subsequent Distribution Date the per annum rate calculated
                pursuant to clause (i) above with respect to the Class A4 Certificates
                will be LIBOR plus 3.000%. For purposes of the REMIC Provisions,
                each
                reference to a Net Funds Cap in clause (ii) of the preceding sentence
                shall be deemed to be a reference to the REMIC 3 Net Funds Cap; therefore,
                on any Distribution Date on which the Certificate Interest Rate for
                the
                Class A4 Certificates exceeds the REMIC 3 Net Funds Cap, interest
                accruals
                based on such excess shall be treated as having been paid from the
                Basis
                Risk Reserve Fund or the Supplemental Interest Trust, as applicable;
                on
                any Distribution Date on which the Certificate Interest Rate on the
                Class
                A4 Certificates is based on a Net Funds Cap, the amount of interest
                that
                would have accrued on the Class A4 Certificates if the REMIC 3 Net
                Funds
                Cap were substituted for the Net Funds Cap shall be treated as having
                been
                paid by the Class A4 Certificateholders to the Supplemental Interest
                Trust, all pursuant to and as further provided in Section 10.01(n)
                hereof.

            


    

     


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    
      	
              (5)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class M1 Certificates is the per
                annum
                rate equal to the lesser of (i) LIBOR plus 2.000% and (ii) the Subordinate
                Net Funds Cap for such Distribution Date; provided,
                that if the Mortgage Loans and related property are not purchased
                pursuant
                to Section 7.01(b) on the Initial Optional Termination Date, then
                with
                respect to each subsequent Distribution Date the per annum rate calculated
                pursuant to clause (i) above with respect to the Class M1 Certificates
                will be LIBOR plus 3.000%. For purposes of the REMIC Provisions,
                the
                reference to “Subordinate Net Funds Cap” in clause (ii) of the preceding
                sentence shall be deemed to be a reference to the REMIC 3 Net Funds
                Cap;
                therefore, on any Distribution Date on which the Certificate Interest
                Rate
                for the Class M1 Certificates exceeds the REMIC 3 Net Funds Cap,
                interest
                accruals based on such excess shall be treated as having been paid
                from
                the Basis Risk Reserve Fund or the Supplemental Interest Trust, as
                applicable; on any Distribution Date on which the Certificate Interest
                Rate on the Class M1 Certificates is based on the Subordinate Net
                Funds
                Cap, the amount of interest that would have accrued on the Class
                M1
                Certificates if the REMIC 3 Net Funds Cap were substituted for the
                Subordinate Net Funds Cap shall be treated as having been paid by
                the
                Class M1 Certificateholders to the Supplemental Interest Trust, all
                pursuant to and as further provided in Section 10.01(n) hereof.
                

            


    

     

    
      	
              (6)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class M2 Certificates is the per
                annum
                rate equal to the lesser of (i) LIBOR plus 2.000% and (ii) the Subordinate
                Net Funds Cap for such Distribution Date; provided,
                that if the Mortgage Loans and related property are not purchased
                pursuant
                to Section 7.01(b) on the Initial Optional Termination Date, then
                with
                respect to each subsequent Distribution Date the per annum rate calculated
                pursuant to clause (i) above with respect to the Class M2 Certificates
                will be LIBOR plus 3.000%. For purposes of the REMIC Provisions,
                the
                reference to “Subordinate Net Funds Cap” in clause (ii) of the preceding
                sentence shall be deemed to be a reference to the REMIC 3 Net Funds
                Cap;
                therefore, on any Distribution Date on which the Certificate Interest
                Rate
                for the Class M2 Certificates exceeds the REMIC 3 Net Funds Cap,
                interest
                accruals based on such excess shall be treated as having been paid
                from
                the Basis Risk Reserve Fund or the Supplemental Interest Trust, as
                applicable; on any Distribution Date on which the Certificate Interest
                Rate on the Class M2 Certificates is based on the Subordinate Net
                Funds
                Cap, the amount of interest that would have accrued on the Class
                M2
                Certificates if the REMIC 3 Net Funds Cap were substituted for the
                Subordinate Net Funds Cap shall be treated as having been paid by
                the
                Class M2 Certificateholders to the Supplemental Interest Trust, all
                pursuant to and as further provided in Section 10.01(n)
                hereof.

            


    

     

    
      	
              (7)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class M3 Certificates is the per
                annum
                rate equal to the lesser of (i) LIBOR plus 2.000% and (ii) the Subordinate
                Net Funds Cap for such Distribution Date; provided,
                that if the Mortgage Loans and related property are not purchased
                pursuant
                to Section 7.01(b) on the Initial Optional Termination Date, then
                with
                respect to each subsequent Distribution Date the per annum rate calculated
                pursuant to clause (i) above with respect to the Class M3 Certificates
                will be LIBOR plus 3.000%. For purposes of the REMIC Provisions,
                the
                reference to “Subordinate Net Funds Cap” in clause (ii) of the preceding
                sentence shall be deemed to be a reference to the REMIC 3 Net Funds
                Cap;
                therefore, on any Distribution Date on which the Certificate Interest
                Rate
                for the Class M3 Certificates exceeds the REMIC 3 Net Funds Cap,
                interest
                accruals based on such excess shall be treated as having been paid
                from
                the Basis Risk Reserve Fund or the Supplemental Interest Trust, as
                applicable; on any Distribution Date on which the Certificate Interest
                Rate on the Class M3 Certificates is based on the Subordinate Net
                Funds
                Cap, the amount of interest that would have accrued on the Class
                M3
                Certificates if the REMIC 3 Net Funds Cap were substituted for the
                Subordinate Net Funds Cap shall be treated as having been paid by
                the
                Class M3 Certificateholders to the Supplemental Interest Trust, all
                pursuant to and as further provided in Section 10.01(n)
                hereof.

            


    

     

    
      	
              (8)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class M4 Certificates is the per
                annum
                rate equal to the lesser of (i) LIBOR plus 2.000% and (ii) the Subordinate
                Net Funds Cap for such Distribution Date; provided,
                that if the Mortgage Loans and related property are not purchased
                pursuant
                to Section 7.01(b) on the Initial Optional Termination Date, then
                with
                respect to each subsequent Distribution Date the per annum rate calculated
                pursuant to clause (i) above with respect to the Class M4 Certificates
                will be LIBOR plus 3.000%. For purposes of the REMIC Provisions,
                the
                reference to “Subordinate Net Funds Cap” in clause (ii) of the preceding
                sentence shall be deemed to be a reference to the REMIC 3 Net Funds
                Cap;
                therefore, on any Distribution Date on which the Certificate Interest
                Rate
                for the Class M4 Certificates exceeds the REMIC 3 Net Funds Cap,
                interest
                accruals based on such excess shall be treated as having been paid
                from
                the Basis Risk Reserve Fund or the Supplemental Interest Trust, as
                applicable; on any Distribution Date on which the Certificate Interest
                Rate on the Class M4 Certificates is based on the Subordinate Net
                Funds
                Cap, the amount of interest that would have accrued on the Class
                M4
                Certificates if the REMIC 3 Net Funds Cap were substituted for the
                Subordinate Net Funds Cap shall be treated as having been paid by
                the
                Class M4 Certificateholders to the Supplemental Interest Trust, all
                pursuant to and as further provided in Section 10.01(n) hereof.
                

            


    

     


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    
      	
              (9)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class M5 Certificates is the per
                annum
                rate equal to the lesser of (i) LIBOR plus 2.000% and (ii) the Subordinate
                Net Funds Cap for such Distribution Date; provided,
                that if the Mortgage Loans and related property are not purchased
                pursuant
                to Section 7.01(b) on the Initial Optional Termination Date, then
                with
                respect to each subsequent Distribution Date the per annum rate calculated
                pursuant to clause (i) above with respect to the Class M5 Certificates
                will be LIBOR plus 3.000%. For purposes of the REMIC Provisions,
                the
                reference to “Subordinate Net Funds Cap” in clause (ii) of the preceding
                sentence shall be deemed to be a reference to the REMIC 3 Net Funds
                Cap;
                therefore, on any Distribution Date on which the Certificate Interest
                Rate
                for the Class M5 Certificates exceeds the REMIC 3 Net Funds Cap,
                interest
                accruals based on such excess shall be treated as having been paid
                from
                the Basis Risk Reserve Fund or the Supplemental Interest Trust, as
                applicable; on any Distribution Date on which the Certificate Interest
                Rate on the Class M5 Certificates is based on the Subordinate Net
                Funds
                Cap, the amount of interest that would have accrued on the Class
                M5
                Certificates if the REMIC 3 Net Funds Cap were substituted for the
                Subordinate Net Funds Cap shall be treated as having been paid by
                the
                Class M5 Certificateholders to the Supplemental Interest Trust, all
                pursuant to and as further provided in Section 10.01(n) hereof.
                

            


    

     

    
      	
              (10)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class M6 Certificates is the per
                annum
                rate equal to the lesser of (i) LIBOR plus 2.000% and (ii) the Subordinate
                Net Funds Cap for such Distribution Date; provided,
                that if the Mortgage Loans and related property are not purchased
                pursuant
                to Section 7.01(b) on the Initial Optional Termination Date, then
                with
                respect to each subsequent Distribution Date the per annum rate calculated
                pursuant to clause (i) above with respect to the Class M6 Certificates
                will be LIBOR plus 3.000%. For purposes of the REMIC Provisions,
                the
                reference to “Subordinate Net Funds Cap” in clause (ii) of the preceding
                sentence shall be deemed to be a reference to the REMIC 3 Net Funds
                Cap;
                therefore, on any Distribution Date on which the Certificate Interest
                Rate
                for the Class M6 Certificates exceeds the REMIC 3 Net Funds Cap,
                interest
                accruals based on such excess shall be treated as having been paid
                from
                the Basis Risk Reserve Fund or the Supplemental Interest Trust, as
                applicable; on any Distribution Date on which the Certificate Interest
                Rate on the Class M6 Certificates is based on the Subordinate Net
                Funds
                Cap, the amount of interest that would have accrued on the Class
                M6
                Certificates if the REMIC 3 Net Funds Cap were substituted for the
                Subordinate Net Funds Cap shall be treated as having been paid by
                the
                Class M6 Certificateholders to the Supplemental Interest Trust, all
                pursuant to and as further provided in Section 10.01(n) hereof.
                

            


    

     

    
      	
              (11)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class M7 Certificates is the per
                annum
                rate equal to the lesser of (i) LIBOR plus 2.000% and (ii) the Subordinate
                Net Funds Cap for such Distribution Date; provided,
                that if the Mortgage Loans and related property are not purchased
                pursuant
                to Section 7.01(b) on the Initial Optional Termination Date, then
                with
                respect to each subsequent Distribution Date the per annum rate calculated
                pursuant to clause (i) above with respect to the Class M7 Certificates
                will be LIBOR plus 3.000%. For purposes of the REMIC Provisions,
                the
                reference to “Subordinate Net Funds Cap” in clause (ii) of the preceding
                sentence shall be deemed to be a reference to the REMIC 3 Net Funds
                Cap;
                therefore, on any Distribution Date on which the Certificate Interest
                Rate
                for the Class M7 Certificates exceeds the REMIC 3 Net Funds Cap,
                interest
                accruals based on such excess shall be treated as having been paid
                from
                the Basis Risk Reserve Fund or the Supplemental Interest Trust, as
                applicable; on any Distribution Date on which the Certificate Interest
                Rate on the Class M7 Certificates is based on the Subordinate Net
                Funds
                Cap, the amount of interest that would have accrued on the Class
                M7
                Certificates if the REMIC 3 Net Funds Cap were substituted for the
                Subordinate Net Funds Cap shall be treated as having been paid by
                the
                Class M7 Certificateholders to the Supplemental Interest Trust, all
                pursuant to and as further provided in Section 10.01(n) hereof.
                

            


    

     


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    
      	
              (12)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class M8 Certificates is the per
                annum
                rate equal to the lesser of (i) LIBOR plus 2.000% and (ii) the Subordinate
                Net Funds Cap for such Distribution Date; provided,
                that if the Mortgage Loans and related property are not purchased
                pursuant
                to Section 7.01(b) on the Initial Optional Termination Date, then
                with
                respect to each subsequent Distribution Date the per annum rate calculated
                pursuant to clause (i) above with respect to the Class M8 Certificates
                will be LIBOR plus 3.000%. For purposes of the REMIC Provisions,
                the
                reference to “Subordinate Net Funds Cap” in clause (ii) of the preceding
                sentence shall be deemed to be a reference to the REMIC 3 Net Funds
                Cap;
                therefore, on any Distribution Date on which the Certificate Interest
                Rate
                for the Class M8 Certificates exceeds the REMIC 3 Net Funds Cap,
                interest
                accruals based on such excess shall be treated as having been paid
                from
                the Basis Risk Reserve Fund or the Supplemental Interest Trust, as
                applicable; on any Distribution Date on which the Certificate Interest
                Rate on the Class M8 Certificates is based on the Subordinate Net
                Funds
                Cap, the amount of interest that would have accrued on the Class
                M8
                Certificates if the REMIC 3 Net Funds Cap were substituted for the
                Subordinate Net Funds Cap shall be treated as having been paid by
                the
                Class M8 Certificateholders to the Supplemental Interest Trust, all
                pursuant to and as further provided in Section 10.01(n)
                hereof.

            


    

     

    
      	
              (13)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class M9 Certificates is the per
                annum
                rate equal to the lesser of (i) LIBOR plus 2.000% and (ii) the Subordinate
                Net Funds Cap for such Distribution Date; provided,
                that if the Mortgage Loans and related property are not purchased
                pursuant
                to Section 7.01(b) on the Initial Optional Termination Date, then
                with
                respect to each subsequent Distribution Date the per annum rate calculated
                pursuant to clause (i) above with respect to the Class M9 Certificates
                will be LIBOR plus 3.000%. For purposes of the REMIC Provisions,
                the
                reference to “Subordinate Net Funds Cap” in clause (ii) of the preceding
                sentence shall be deemed to be a reference to the REMIC 3 Net Funds
                Cap;
                therefore, on any Distribution Date on which the Certificate Interest
                Rate
                for the Class M9 Certificates exceeds the REMIC 3 Net Funds Cap,
                interest
                accruals based on such excess shall be treated as having been paid
                from
                the Basis Risk Reserve Fund or the Supplemental Interest Trust, as
                applicable; on any Distribution Date on which the Certificate Interest
                Rate on the Class M9 Certificates is based on the Subordinate Net
                Funds
                Cap, the amount of interest that would have accrued on the Class
                M9
                Certificates if the REMIC 3 Net Funds Cap were substituted for the
                Subordinate Net Funds Cap shall be treated as having been paid by
                the
                Class M9 Certificateholders to the Supplemental Interest Trust, all
                pursuant to and as further provided in Section 10.01(n)
                hereof.

            


    

     

    
      	
              (14)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class B1 Certificates is the per
                annum
                rate equal to the lesser of (i) LIBOR plus 2.000% and (ii) the Subordinate
                Net Funds Cap for such Distribution Date; provided,
                that if the Mortgage Loans and related property are not purchased
                pursuant
                to Section 7.01(b) on the Initial Optional Termination Date, then
                with
                respect to each subsequent Distribution Date the per annum rate calculated
                pursuant to clause (i) above with respect to the Class B1 Certificates
                will be LIBOR plus 3.000%. For purposes of the REMIC Provisions,
                the
                reference to “Subordinate Net Funds Cap” in clause (ii) of the preceding
                sentence shall be deemed to be a reference to the REMIC 3 Net Funds
                Cap;
                therefore, on any Distribution Date on which the Certificate Interest
                Rate
                for the Class B1 Certificates exceeds the REMIC 3 Net Funds Cap,
                interest
                accruals based on such excess shall be treated as having been paid
                from
                the Basis Risk Reserve Fund or the Supplemental Interest Trust, as
                applicable; on any Distribution Date on which the Certificate Interest
                Rate on the Class B1 Certificates is based on the Subordinate Net
                Funds
                Cap, the amount of interest that would have accrued on the Class
                B1
                Certificates if the REMIC 3 Net Funds Cap were substituted for the
                Subordinate Net Funds Cap shall be treated as having been paid by
                the
                Class B1 Certificateholders to the Supplemental Interest Trust, all
                pursuant to and as further provided in Section 10.01(n)
                hereof.

            


    

     

    
      	
              (15)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class B2 Certificates is the per
                annum
                rate equal to the lesser of (i) LIBOR plus 2.000% and (ii) the Subordinate
                Net Funds Cap for such Distribution Date; provided,
                that if the Mortgage Loans and related property are not purchased
                pursuant
                to Section 7.01(b) on the Initial Optional Termination Date, then
                with
                respect to each subsequent Distribution Date the per annum rate calculated
                pursuant to clause (i) above with respect to the Class B2 Certificates
                will be LIBOR plus 3.000%. For purposes of the REMIC Provisions,
                the
                reference to “Subordinate Net Funds Cap” in clause (ii) of the preceding
                sentence shall be deemed to be a reference to the REMIC 3 Net Funds
                Cap;
                therefore, on any Distribution Date on which the Certificate Interest
                Rate
                for the Class B2 Certificates exceeds the REMIC 3 Net Funds Cap,
                interest
                accruals based on such excess shall be treated as having been paid
                from
                the Basis Risk Reserve Fund or the Supplemental Interest Trust, as
                applicable; on any Distribution Date on which the Certificate Interest
                Rate on the Class B2 Certificates is based on the Subordinate Net
                Funds
                Cap, the amount of interest that would have accrued on the Class
                B2
                Certificates if the REMIC 3 Net Funds Cap were substituted for the
                Subordinate Net Funds Cap shall be treated as having been paid by
                the
                Class B2 Certificateholders to the Supplemental Interest Trust, all
                pursuant to and as further provided in Section 10.01(n)
                hereof.

            


    

     


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    


    
      	
              (16)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class B3 Certificates is the per
                annum
                rate equal to the lesser of (i) LIBOR plus 1.500% and (ii) the Subordinate
                Net Funds Cap for such Distribution Date; provided,
                that if the Mortgage Loans and related property are not purchased
                pursuant
                to Section 7.01(b) on the Initial Optional Termination Date, then
                with
                respect to each subsequent Distribution Date the per annum rate calculated
                pursuant to clause (i) above with respect to the Class B3 Certificates
                will be LIBOR plus 2.250%. For purposes of the REMIC Provisions,
                the
                reference to “Subordinate Net Funds Cap” in clause (ii) of the preceding
                sentence shall be deemed to be a reference to the REMIC 3 Net Funds
                Cap;
                therefore, on any Distribution Date on which the Certificate Interest
                Rate
                for the Class B3 Certificates exceeds the REMIC 3 Net Funds Cap,
                interest
                accruals based on such excess shall be treated as having been paid
                from
                the Basis Risk Reserve Fund or the Supplemental Interest Trust, as
                applicable; on any Distribution Date on which the Certificate Interest
                Rate on the Class B3 Certificates is based on the Subordinate Net
                Funds
                Cap, the amount of interest that would have accrued on the Class
                B3
                Certificates if the REMIC 3 Net Funds Cap were substituted for the
                Subordinate Net Funds Cap shall be treated as having been paid by
                the
                Class B3 Certificateholders to the Supplemental Interest Trust, all
                pursuant to and as further provided in Section 10.01(n)
                hereof.

            


    

     

    
      	
              (17)

            	
              For
                purposes of the REMIC Provisions, Class X Certificates shall have
                an
                initial principal balance of $27,248,807.98, and the right to receive
                distributions of such amount represents a regular interest in the
                Upper
                Tier REMIC. The Class X Certificate shall also comprise two notional
                components, each of which represents a regular interest in the Upper
                Tier
                REMIC. The first such component has a notional balance that will
                at all
                times equal the aggregate of the Class Principal Amounts of the Lower
                Tier
                Interests in REMIC 3, and, for each Distribution Date (and the related
                Accrual Period) this notional component shall bear interest at a
                per annum
                rate equal to the excess, if any, of (i) (a) the weighted average
                of the
                interest rates on the Lower Tier Interests in REMIC 3 (other than
                any
                interest-only regular interest) minus (b) the Credit Risk Manager’s Fee
                Rate, over (ii) the Adjusted Lower Tier WAC. The second notional
                component
                represents the right to receive all distributions in respect of the
                Class
                LT3-IO Interest in REMIC 3 (the “Class LT4-I” interest). In addition, for
                purposes of the REMIC Provisions, the Class X Certificate shall represent
                beneficial ownership of (i) the Basis Risk Reserve Fund; (ii) the
                Supplemental Interest Trust, including the Swap Agreement and the
                Swap
                Account and (iii) an interest in the notional principal contracts
                described in Section 10.01(n)
                hereof.

            


    

     

    
      	
              (18)

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

            


    

     

    
      	
              (19)

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

            


    

     

    
      	
              (20)

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

            


    

     

    
      	
              (21)

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

            


    

     

    As
      of the
      Cut-off Date, the Mortgage Loans had an aggregate Scheduled Principal Balance
      of
      $746,499,907.98.

     


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    


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

      


    ARTICLE
      I

     

    DEFINITIONS

     

    Section
      1.01 Definitions.

     

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

     

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

     

    Accepted
      Servicing Practices:
      With
      respect to any Mortgage Loan, as applicable, either (x) those customary mortgage
      servicing practices of prudent mortgage servicing institutions that service
      or
      master service mortgage loans of the same type and quality as such Mortgage
      Loan
      in the jurisdiction where the related Mortgaged Property is located, to the
      extent applicable to the Trustee (as successor to the Master Servicer) or the
      Master Servicer, or (y) as provided in the 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 each Class of LIBOR Certificates and any Distribution Date, the
      period beginning on the Distribution Date in the calendar month immediately
      preceding the month in which the related Distribution Date occurs (or, in the
      case of the first Accrual Period, beginning on November 9, 2007) and ending
      on the day immediately preceding the related Distribution Date, as calculated
      in
      accordance with Section 1.03; with respect to each Class of Lower Tier Interests
      and any Distribution Date, the calendar month preceding such Distribution
      Date.

     

    Additional
      Collateral:
      None.

     

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

     

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

     

    Additional
      Servicer:
      Each
      affiliate of a 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. There are no Adjustable Rate Mortgage
      Loans in the Trust Fund. References to Adjustable Rate Mortgage Loans are left
      in this Agreement for administrative convenience.

     


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    


    Adjusted
      Lower Tier WAC:
      For any
      Distribution Date (and the related Accrual Period), an amount equal to (i)
      two,
      multiplied by (ii) the weighted average of the interest rates for such
      Distribution Date for the Class LT3-A1, Class LT3-A2, Class LT3-A3, Class
      LT3-A4, Class LT3-M1, Class LT3-M2, Class LT3-M3, Class LT3-M4, Class LT3-M5,
      Class LT3-M6, Class LT3-M7, Class LT3-M8, Class LT3-M9, Class LT3-B1, Class
      LT3-B2, Class LT3-B3 and Class LT3-Q Interests, weighted in proportion to their
      Class Principal Amounts as of the beginning of the related Accrual Period and
      computed by subjecting the rate on the Class LT3-Q Interest to a cap of 0.00%,
      and by subjecting the rate on each of the Class LT3-A1, Class LT3-A2, Class
      LT3-A3, Class LT3-A4, Class LT3-M1, Class LT3-M2, Class LT3-M3, Class LT3-M4,
      Class LT3-M5, Class LT3-M6, Class LT3-M7, Class LT3-M8, Class LT3-M9, Class
      LT3-B1, Class LT3-B2 and Class LT3-B3 Interests to a cap that corresponds to
      the
      Certificate Interest Rate (determined by substituting the REMIC 3 Net Funds
      Cap
      for the applicable Net Funds Cap) for the Corresponding Class of Certificates;
      provided,
      however,
      that
      for each Class of LIBOR Certificates, the Certificate Interest Rate shall be
      multiplied by an amount equal to (a) the actual number of days in the Accrual
      Period, divided by (b) 30.

     

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

     

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

     

    Affected
      Party:
      As
      defined in the Swap Agreement.

     


    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    


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

     

    Aggregate
      Expense Rate:
      Not
      applicable.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     


    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    


    Aurora:
      Aurora
      Loan Services LLC.

     

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

     

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

     

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

     

    B1
      Target Amount:
      With
      respect to any Distribution Date, an amount equal to the lesser of (a) the
      product of (i) 82.30% and (ii) the Aggregate Pool Balance for such Distribution
      Date determined as of the last day of the related Collection Period (after
      giving effect to any prepayments received during the related Prepayment Period)
      and (b) the amount, if any, by which (i) the Aggregate Pool Balance for such
      Distribution Date determined as of the last day of the related Collection Period
      (after giving effect to any prepayments received during the related Prepayment
      Period) exceeds (ii) the Overcollateralization Floor.

     

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

     

    B2
      Target Amount:
      With
      respect to any Distribution Date, an amount equal to the lesser of (a) the
      product of (i) 85.30% and (ii) the Aggregate Pool Balance for such Distribution
      Date determined as of the last day of the related Collection Period (after
      giving effect to any prepayments received during the related Prepayment Period)
      and (b) the amount, if any, by which (i) the Aggregate Pool Balance for such
      Distribution Date determined as of the last day of the related Collection Period
      (after giving effect to any prepayments received during the related Prepayment
      Period) exceeds (ii) the Overcollateralization Floor.

     

    B3
      Principal Distribution Amount:
      With
      respect to any Distribution Date on or after the Stepdown Date and as long
      as a
      Trigger Event is not in effect with respect to such Distribution Date, the
      amount, if any, by which (x) the sum of (i) the aggregate Class Principal Amount
      of the Senior Certificates and the Class M1, Class M2, Class M3, Class M4,
      Class
      M5, Class M6, Class M7, Class M8, Class M9, Class B1 and Class B2 Certificates,
      in each case after giving effect to distributions on such Distribution Date
      and
      (ii) the Class Principal Amount of the Class B3 Certificates immediately prior
      to such Distribution Date exceeds (y) the B3 Target Amount for such Distribution
      Date.

     


    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    


    B3
      Target Amount:
      With
      respect to any Distribution Date, an amount equal to the lesser of (a) the
      product of (i) 92.70% and (ii) the Aggregate Pool Balance for such Distribution
      Date determined as of the last day of the related Collection Period (after
      giving effect to any prepayments received during the related Prepayment Period)
      and (b) the amount, if any, by which (i) the Aggregate Pool Balance for such
      Distribution Date determined as of the last day of the related Collection Period
      (after giving effect to any prepayments received during the related Prepayment
      Period) exceeds (ii) the Overcollateralization Floor.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     


    
      
        
        

      

      
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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.

     

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

     

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

     

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

     

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

     

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

     

    Bulk
      PMI Policy:
      Not
      applicable.

     

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

     

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

     

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

     

    Capitalization
      Reimbursement Amount:
      For any
      Distribution Date and with respect to any Mortgage Loans modified by a Servicer,
      the sum of the amounts, if any, of Advances and Servicing Advances previously
      made and unreimbursed that were added to the Scheduled Principal Balances of
      such Mortgage Loans in connection with the related modifications.

     

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

     

    Cap
      Counterparty:
      Not
      applicable.

     

    Cap
      Replacement Receipts:
      Not
      applicable.

     


    
      
        
        

      

      
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    Cap
      Replacement Receipts Account:
      Not
      applicable.

     

    Cap
      Termination Payment:
      Not
      applicable.

     

    Cap
      Termination Receipts:
      Not
      applicable.

     

    Cap
      Termination Receipts Account:
      Not
      applicable.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     


    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    


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

     

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

     

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

     

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

     

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

     

    Class
      B Certificates:
      Collectively, the Class B1, Class B2 and Class B3 Certificates.

     

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

     

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

     

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

     

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

     

    Class
      Notional Amount:
      Not
      applicable.

     

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

     

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

     


    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    


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

     

    Class
      X Distributable Amount:
      With
      respect to any Distribution Date, the amount of interest that has accrued on
      the
      Class X Notional Balance, as described in the Preliminary Statement, but that
      has not been distributed prior to such date. In addition, such amount shall
      include the initial Overcollateralization Amount of $27,248,807.98
      ($27,248,907.98 less $100 of such amount allocated to the Class P Certificates)
      to the extent such amount has not been distributed on an earlier Distribution
      Date as part of the Aggregate Overcollateralization Release Amount.

     

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

     

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

     

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

     

    Clearstream:
      Clearstream Banking Luxembourg, and any successor thereto.

     

    Closing
      Date:
      November 9, 2007.

     

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

     

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

     

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

     

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

     

    Commission:
      The
      United States Securities and Exchange Commission.

     


    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    Cooperative
      Shares:
      Shares
      issued by a Cooperative Corporation.

     

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

     

    Corporate
      Trust Office:
      The
      principal corporate trust office of the Trustee at which, at any particular
      time, its corporate trust business with respect to this Agreement shall be
      administered, which office at the date hereof is located at One Federal Street,
      3rd Floor, Boston, MA 02110, Attention: Structured Finance—SASCO 2007-BNC1,
      provided that for purposes of surrender of Certificates and final payment
      thereon the Trustee’s Corporate Office shall be 60 Livingstone Avenue, St. Paul,
      MN 55107.

     


    
      
        
        

      

      
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    Corresponding
      Class:
      The
      Class of Certificates that corresponds to a Class of interests in REMIC 3 or
      REMIC 4, as provided in the Preliminary Statement.

     

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

     

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

     

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

     

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

     

    Credit
      Support Annex:
      The
      credit support annex to the Swap Agreement dated as of November 9, 2007,
      between the Trustee, not in its individual capacity but solely as trustee on
      behalf of the Supplemental Interest Trust and the Swap
      Counterparty.

     

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

     

    
      	
              Distribution
                Date

            	
              Loss
                Percentage

            
	
              November
                2010 through

              October
                2011

            	
               

              7.00%
                for the first month, plus
                an
                additional 1/12th
                of
                4.00% for each month thereafter

            
	 	 
	
              November
                2011 through

              October
                2012

            	
               

              11.00%
                for the first month, plus
                an
                additional 1/12th
                of
                2.00% for each month thereafter

            
	 	 
	
              November
                2012 through

              October
                2013

            	
               

              13.00%
                for the first month, plus
                an
                additional 1/12th
                of
                0.75% for each month thereafter

            
	 	 
	
              November
                2013 and

              thereafter

            	
               

              13.75%

            
	 	 


    

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

     


    
      
        
        

      

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

     

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

     

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

     

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

     

    Cut-off
      Date:
      October
      1, 2007.

     

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

     

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

     

    Defaulting
      Party:
      As
      defined in the Swap Agreement.

     

    Deferred
      Amount:
      With
      respect to any Distribution Date and each Class of the Subordinate Certificates,
      the amount by which (x) the aggregate of Applied Loss Amounts previously applied
      in reduction of the Class Principal Amount thereof exceeds (y) the sum of (1)
      the aggregate of amounts previously reimbursed in respect thereof and (2) the
      amount by which the Class Principal Amount of such Class has been increased
      due
      to any Subsequent Recovery.

     

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

     

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

     

    Delinquency
      Event:
      Any
      Distribution Date on which the Rolling Three Month Delinquency Rate as of the
      last day of the immediately preceding calendar month equals or exceeds (1)
      29.10% of the Senior Enhancement Percentage for such Distribution Date or (2)
      with respect to any Distribution Date on or after which the aggregate Class
      Principal Amount of the Senior Certificates has been reduced to zero, 32.00%
      of
      the Class M1 Enhancement Percentage for such Distribution Date.

     

    Delinquency
      Rate:
      With
      respect to any calendar month, the fraction, expressed as a percentage, the
      numerator of which is the aggregate outstanding principal balance of (i) all
      Mortgage Loans 60 days Delinquent or more (including all Mortgage Loans 60
      days
      Delinquent or more for which the Mortgagor has filed for Bankruptcy after the
      Closing Date, but excluding any Mortgage Loans 60 or more days Delinquent
      included in clause (iv) below), (ii) each Mortgage Loan in foreclosure and
      all
      REO Properties, (iii) all Mortgage Loans repurchased within 12 months prior
      to such month and (iv) all Mortgage Loans modified after the Closing Date
      and within 12 months prior to such month as of the close of business on the
      last
      day of such month, and the denominator of which is the Aggregate Pool Balance
      for such Distribution Date determined as of the last day of the related
      Collection Period (after giving effect to any prepayments received during the
      related Prepayment Period).

     


    
      
        
        

      

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

     

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

     

    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 or the Trustee
      has accepted a deed in lieu of foreclosure.

     

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

     

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

     

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

     

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

     


    
      
        
        

      

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

     

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

     

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

     

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

     

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

     


    
      
        
        

      

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

     

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

     

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

     


    
      
        
        

      

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

     

    ERISA-Restricted
      Certificate:
      Any
      Class B1, Class B2, Class B3, Class P, Class X, Class R or Class LT-R
      Certificate, and any Offered Certificate which does not have a rating of BBB-
      or
      above, BBB (low) or above or Baa3 or above. 

     

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

     

    Errors
      and Omission Insurance Policy:
      The
      errors or omission insurance policy required to be obtained by 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 or FNMA:
      Fannie
      Mae, f/k/a/ the Federal National Mortgage Association, a federally chartered
      and
      privately owned corporation organized and existing under the Federal National
      Mortgage Association Charter Act, or any successor thereto.

     

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

     

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

     

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

     

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

     

    First
      Payment Default Mortgage Loan:
      Not
      applicable.

     

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

     


    
      
        
        

      

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

     

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

     

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

     

    FPD
      Premium:
      Not
      applicable.

     

    FPD
      Purchase Price:
      Not
      applicable.

     

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

     

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

     

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

     

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

     

    Group
      1 Senior Certificates:
      Collectively, the Class A1 and Class A4 Certificates.

     

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

     

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

     

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

     


    
      
        
        

      

      
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    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.

     

    Index:
      Not
      applicable.

     

    Initial
      LIBOR Rate:
      4.665%.

     

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

     

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

     

    Insurance
      Fee Rate:
      Not
      applicable.

     

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

     

    Insurance
      Proceeds:
      Amounts
      paid by the insurer under any Insurance Policy, other than amounts (i) to cover
      expenses incurred by or on behalf of 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.

     

    Interest
      Rate Cap Account:
      Not
      applicable.

     

    Interest
      Rate Cap Agreement:
      Not
      applicable.

     

    Interest
      Rate Cap Amount:
      Not
      applicable.

     

    Interest
      Rate Cap Payment:
      Not
      applicable.

     

    Interest
      Rate Cap Payment Date:
      Not
      applicable.

     

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

     


    
      
        
        

      

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

     

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

     

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

     

    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 (1) the
      Bloomberg L.P. page “US0001M” (as found on page “BBAM”) or (2) if such offered
      rates do not appear on the Bloomberg L.P. page “US0001M,” the Reuters Screen
“LIBOR01,” in either case as of 11:00 a.m. (London time) on such LIBOR
      Determination Date.`

     

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

     


    
      
        
        

      

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

     

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

     

    LIBOR
      Certificate:
      Any
      Class A1, Class A2, Class A3, Class A4, Class M1, Class M2, Class M3, Class
      M4,
      Class M5, Class M6, Class M7, Class M8, Class M9, Class B1, Class B2 or Class
      B3
      Certificate.

     

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

     

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

     

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

     

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

     

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

     

    Lower
      Tier Interest:
      As
      described in the Preliminary Statement.

     


    
      
        
        

      

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

     

    LPMI
      Policy:
      Not
      applicable.

     

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

     

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

     

    M1
      Target Amount:
      With
      respect to any Distribution Date, an amount equal to the lesser of (a) the
      product of (i) 50.00% and (ii) the Aggregate Pool Balance for such Distribution
      Date determined as of the last day of the related Collection Period (after
      giving effect to any prepayments received during the related Prepayment Period)
      and (b) the amount, if any, by which (i) the Aggregate Pool Balance for such
      Distribution Date determined as of the last day of the related Collection Period
      (after giving effect to any prepayments received during the related Prepayment
      Period) exceeds (ii) the Overcollateralization Floor.

     

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

     

    M2
      Target Amount:
      With
      respect to any Distribution Date, an amount equal to the lesser of (a) the
      product of (i) 54.90% and (ii) the Aggregate Pool Balance for such Distribution
      Date determined as of the last day of the related Collection Period (after
      giving effect to any prepayments received during the related Prepayment Period)
      and (b) the amount, if any, by which (i) the Aggregate Pool Balance for such
      Distribution Date determined as of the last day of the related Collection Period
      (after giving effect to any prepayments received during the related Prepayment
      Period) exceeds (ii) the Overcollateralization Floor.

     

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

     


    
      
        
        

      

      
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    M3
      Target Amount:
      With
      respect to any Distribution Date, an amount equal to the lesser of (a) the
      product of (i) 63.50% and (ii) the Aggregate Pool Balance for such Distribution
      Date determined as of the last day of the related Collection Period (after
      giving effect to any prepayments received during the related Prepayment Period)
      and (b) the amount, if any, by which (i) the Aggregate Pool Balance for such
      Distribution Date determined as of the last day of the related Collection Period
      (after giving effect to any prepayments received during the related Prepayment
      Period) exceeds (ii) the Overcollateralization Floor.

     

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

     

    M4
      Target Amount:
      With
      respect to any Distribution Date, an amount equal to the lesser of (a) the
      product of (i) 66.60% and (ii) the Aggregate Pool Balance for such Distribution
      Date determined as of the last day of the related Collection Period (after
      giving effect to any prepayments received during the related Prepayment Period)
      and (b) the amount, if any, by which (i) the Aggregate Pool Balance for such
      Distribution Date determined as of the last day of the related Collection Period
      (after giving effect to any prepayments received during the related Prepayment
      Period) exceeds (ii) the Overcollateralization Floor.

     

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

     

    M5
      Target Amount:
      With
      respect to any Distribution Date, an amount equal to the lesser of (a) the
      product of (i) 70.10% and (ii) the Aggregate Pool Balance for such Distribution
      Date determined as of the last day of the related Collection Period (after
      giving effect to any prepayments received during the related Prepayment Period)
      and (b) the amount, if any, by which (i) the Aggregate Pool Balance for such
      Distribution Date determined as of the last day of the related Collection Period
      (after giving effect to any prepayments received during the related Prepayment
      Period) exceeds (ii) the Overcollateralization Floor.

     

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

     


    
      
        
        

      

      
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    M6
      Target Amount:
      With
      respect to any Distribution Date, an amount equal to the lesser of (a) the
      product of (i) 72.70% and (ii) the Aggregate Pool Balance for such Distribution
      Date determined as of the last day of the related Collection Period (after
      giving effect to any prepayments received during the related Prepayment Period)
      and (b) the amount, if any, by which (i) the Aggregate Pool Balance for such
      Distribution Date determined as of the last day of the related Collection Period
      (after giving effect to any prepayments received during the related Prepayment
      Period) exceeds (ii) the Overcollateralization Floor.

     

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

     

    M7
      Target Amount:
      With
      respect to any Distribution Date, an amount equal to the lesser of (a) the
      product of (i) 74.80% and (ii) the Aggregate Pool Balance for such Distribution
      Date determined as of the last day of the related Collection Period (after
      giving effect to any prepayments received during the related Prepayment Period)
      and (b) the amount, if any, by which (i) the Aggregate Pool Balance for such
      Distribution Date determined as of the last day of the related Collection Period
      (after giving effect to any prepayments received during the related Prepayment
      Period) exceeds (ii) the Overcollateralization Floor.

     

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

     

    M8
      Target Amount:
      With
      respect to any Distribution Date, an amount equal to the lesser of (a) the
      product of (i) 77.50% and (ii) the Aggregate Pool Balance for such Distribution
      Date determined as of the last day of the related Collection Period (after
      giving effect to any prepayments received during the related Prepayment Period)
      and (b) the amount, if any, by which (i) the Aggregate Pool Balance for such
      Distribution Date determined as of the last day of the related Collection Period
      (after giving effect to any prepayments received during the related Prepayment
      Period) exceeds (ii) the Overcollateralization Floor.

     

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

     


    
      
        
        

      

      
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    M9
      Target Amount:
      With
      respect to any Distribution Date, an amount equal to the lesser of (a) the
      product of (i) 79.60% and (ii) the Aggregate Pool Balance for such Distribution
      Date determined as of the last day of the related Collection Period (after
      giving effect to any prepayments received during the related Prepayment Period)
      and (b) the amount, if any, by which (i) the Aggregate Pool Balance for such
      Distribution Date determined as of the last day of the related Collection Period
      (after giving effect to any prepayments received during the related Prepayment
      Period) exceeds (ii) the Overcollateralization Floor.

     

    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, two Business Days immediately preceding
      such
      Distribution Date. 

     

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

     

    Master
      Servicing Fee Rate:
      0.00%
      per annum.

     

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

     

    Maximum
      Interest Rate:
      Not
      applicable.

     

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

     

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

     

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

     

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

     

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

     


    
      
        
        

      

      
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    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 October 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 Custodian with respect to the Mortgage File related to such Mortgage
      Loan; (ix) whether such Mortgage Loan is subject to a Prepayment Premium for
      voluntary prepayments by the Mortgagor, the term during which such Prepayment
      Premiums are imposed and the methods of calculation of the Prepayment Premium;
      and (x) whether such Mortgage Loan is a Simple Interest Mortgage Loan. The
      Depositor shall be responsible for providing the Trustee and the Master Servicer
      with all amendments to the Mortgage Loan Schedule.

     

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

     

    Mortgage
      Pool:
      Any of
      Pool 1 or Pool 2.

     

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

     

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

     

    Mortgagor:
      The
      obligor on a Mortgage Note.

     

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

     


    
      
        
        

      

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

     

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

     

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

     

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

     

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

     


    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    Notional
      Amount:
      Not
      applicable. 

     


    
      
        
        

      

      
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    Notional
      Certificate:
      Not
      applicable.

     

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

     

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

     

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

     

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

     

    Original
      Mortgage Loan:
      As
      described in the Preliminary Statement. 

     

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

     

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

     

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

     

    Overcollateralization
      Floor:
      An
      amount equal to $18,662,497.70 (which is 2.50% of the Cut-off Date
      Balance).

     

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

     


    
      
        
        

      

      
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    PCAOB:
      The
      Public Company Accounting Oversight Board.

     

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

     

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

     

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

     

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

     

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

     

    PMI
      Insurance Premium:
      Not
      applicable.

     

    PMI
      Insurer:
      Not
      applicable.

     

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

     

    Pool
      1
      Maximum Interest Rate:
      Not
      applicable.

     

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

     


    
      
        
        

      

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

     

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

     

    Pool
      2
      Maximum Interest Rate:
      Not
      applicable.

     

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

     

    Pool
      2
      Optimal Interest Remittance Amount:
      With
      respect to each Distribution Date, an amount equal to the product of (a) the
      quotient of (i) the weighted average of the Net Mortgage Rates of the Mortgage
      Loans in Pool 2 as of the first day of the related Collection Period, and (ii)
      12 and (b) the Pool Balance for Pool 2 as of the first day of the related
      Collection Period (excluding for purposes of clauses (a)(i) and (b) any Mortgage
      Loans in Pool 2 for which any Principal Prepayments in full have been deposited
      into the Collection Account and distributed therefrom in accordance with Section
      5.02 during the month prior to such Distribution Date).

     

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

     

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

     

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

     


    
      
        
        

      

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

     

    Prepayment
      Period:
      (a)
      With respect to any Distribution Date and any Principal Prepayment in part
      in
      respect of any Mortgage Loan serviced by a Servicer, the calendar month
      immediately preceding the month in which such Distribution Date occurs and
      (b)
      with respect to any Distribution Date and any Principal Prepayment in full
      in
      respect of any Mortgage Loan (i) serviced by Wells Fargo, the period from
      the fourteenth (14th)
      day of
      the preceding calendar month (or, the Cut-off Date in the case of the first
      Prepayment Period) through the thirteenth (13th)
      day of
      the calendar month in which the Distribution Date occurs, (ii) serviced by
      Aurora, the period from the seventeenth (17th) day of the preceding calendar
      month (or the Cut-off Date in the case of the first Prepayment Period) through
      the sixteenth (16th) day of the calendar month in which the Distribution Date
      occurs and (c) serviced by JPMorgan, the period from the fifteenth (15th) day
      of
      the preceding calendar month (or, the Cut-off Date in the case of the first
      Prepayment Period) through the fourteenth (14th) day of the calendar month
      in
      which the Distribution Date occurs.

     

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

     

    Primary
      Mortgage Insurance Policy:
      Not
      applicable.

     

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

     

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

     

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

     

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

     


    
      
        
        

      

      
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    Private
      Placement Memorandum:
      The
      private placement memorandum dated November 8, 2007, relating to the Class
      B1, Class B2 and Class B3 Certificates.

     

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

     

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

     

    Prospectus:
      The
      prospectus supplement dated November 8, 2007, together with the
      accompanying prospectus dated August 16, 2007, relating to the Offered
      Certificates.

     

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

     


    
      
        
        

      

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

     

    QIB:
      As
      defined in Section 3.03(c).

     

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

     

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

     

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

     

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

     

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

     

    (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.

     


    
      
        
        

      

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

     

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

     

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

     

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

     

    Regulation
      AB:
      Subpart
      229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R.
§§229.1100-229.1123, as such may be amended from time to time, and subject to
      such clarification and interpretation as have been provided by the Commission
      in
      the adopting release (Asset-Backed Securities, Securities Act Release No.
      33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the
      Commission, or as may be provided by the Commission or its staff from time
      to
      time.

     

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

     

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

     

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

     


    
      
        
        

      

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

     

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

     

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

     

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

     

    REMIC
      1:
      As
      described in the Preliminary Statement.

     

    REMIC
      2:
      As
      described in the Preliminary Statement.

     

    REMIC
      3:
      As
      described in the Preliminary Statement.

     

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

     

    REMIC
      4:
      As
      described in the Preliminary Statement.

     

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

     

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

     


    
      
        
        

      

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

     

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

     

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

     

    Required
      Reserve Fund Deposit:
      With
      respect to any Distribution Date on which the Net Excess Spread is less than
      0.25%, the amount, if any by which (a) the product of 1.00% and the Aggregate
      Pool Balance for such date exceeds (b) the amount on deposit in the Basis Risk
      Reserve Fund immediately prior to such date. With respect to any Distribution
      Date on which the Net Excess Spread is equal to or greater than 0.25%, the
      amount, if any, by which (i) $1,000 exceeds the amount on deposit in the Basis
      Risk Reserve Fund immediately prior to such date; provided,
      however,
      that on
      any Distribution Date on which the Class Principal Amount of each Class of
      Offered Certificates, the Class B1 Certificates, the Class B2 Certificates
      and
      the Class B3 Certificates has been reduced to zero, the Required Reserve Fund
      Deposit shall be zero.

     

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

     

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

     

    Restricted
      Certificate:
      Any
      Class B1, Class B2, Class B3, Class P, Class X, Class R or Class LT-R
      Certificate.

     

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

     

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

     

    Rules:
      As
      defined in Section 6.20(c).

     

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

     

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

     


    
      
        
        

      

      
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    Sarbanes-Oxley
      Certification:
      A
      written certification covering the activities of all Servicing Function
      Participants and signed by an officer of the Exchange Act Signing Party that
      complies with Section 302 of the Sarbanes-Oxley Act, as amended from time to
      time.

     

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

     

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

     

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

     

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

     

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

     

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

     


    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

    Senior
      Target Amount:
      With
      respect to any Distribution Date, an amount equal to the lesser of (a) the
      product of (i) 45.10% and (ii) the Aggregate Pool Balance for such Distribution
      Date determined as of the last day of the related Collection Period (after
      giving effect to any prepayments received during the related Prepayment Period)
      and (b) the amount, if any, by which (i) the Aggregate Pool Balance for such
      Distribution Date determined as of the last day of the related Collection Period
      (after giving effect to any prepayments received during the related Prepayment
      Period) exceeds (ii) the Overcollateralization Floor.

     

    Servicer
      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).

     

    Servicers:
      As of
      the Closing Date, JPMorgan Chase Bank, National Association, Wells Fargo Bank,
      N.A. and Aurora Loan Services LLC, or any successors 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.

     


    
      
        
        

      

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

     

    Servicing
      Agreement:
      Each
      servicing agreement, identified on Exhibit E hereto, dated as of October 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, the Master Servicer and the Seller pursuant to the terms of this
      Agreement. 

     

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

     

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

     

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

     

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

     

    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.

     

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

     


    
      
        
        

      

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

     

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

     

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

     

    Stepdown
      Date:
      The
      earlier of (i) the first Distribution Date following the Distribution Date
      on
      which the Class Principal Amounts of the Senior Certificates have each been
      reduced to zero or (ii) the later to occur of (x) the Distribution Date in
      November 2010 and (y) the first Distribution Date on which the Senior
      Enhancement Percentage (calculated for this purpose after giving effect to
      payments or other recoveries in respect of the Mortgage Loans during the related
      Collection Period but before giving effect to distributions on the Certificates
      on such Distribution Date) is greater than or equal to 54.90%.

     

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

     

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

     

    Subordinate
      Maximum Interest Rate:
      Not
      applicable.

     

    Subordinate
      Net Funds Cap:
      With
      respect to any Distribution Date, an amount equal to the weighted average of
      the
      Pool 1 Net Funds Cap and the Pool 2 Net Funds Cap, weighted on the basis of
      the
      Pool Subordinate Amount for each Mortgage Pool; provided,
      however,
      that on
      any Distribution Date after which the aggregate Class Principal Amount of the
      Senior Certificates relating to any Mortgage Pool has been reduced to zero,
      such
      weighting shall be on the basis of the Pool Balance of each Mortgage
      Pool.

     

    Subordinate
      Priority:
      To the
      Class M1, Class M2, Class M3, Class M4, Class M5, Class M6, Class M7, Class
      M8,
      Class M9, Class B1, Class B2 and Class B3 Certificates, sequentially, in that
      order.

     

    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.

     


    
      
        
        

      

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

     

    Supplemental
      Interest Trust:
      The
      corpus of a trust created pursuant to Section 5.07 of this Agreement and
      designated as the “Supplemental Interest Trust,” consisting of the Swap
      Agreement, the Swap Account, the Collateral Account, the right to receive the
      Class X Distributable Amount as provided in Section 5.02(f)(vi), the Class
      LT4-I interest in REMIC 4 and the right to receive Class I
      Shortfalls.

     

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

     

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

     

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

     

    Swap
      Counterparty:
      The
      counterparty to the Supplemental Interest Trust under the Swap Agreement, and
      any successor in interest or assigns. Initially, the Swap Counterparty shall
      be
      Lehman Brothers Special Financing Inc.

     

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

     

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

     

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

     

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

     


    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

     

    Targeted
      Overcollateralization Amount:
      For any
      Distribution Date prior to the Stepdown Date, an amount equal to $27,248,907.98
      (or approximately 3.65% of the Cut-off Date Balance). For any Distribution
      Date
      on or after the Stepdown Date and provided a Trigger Event is not in effect,
      an
      amount equal to the greater of (i) the lesser of (a) $27,248,907.98 (or
      approximately 3.65% of the Cut-off Date Balance) and (b) 7.30% of the Aggregate
      Pool Balance for such Distribution Date determined as of the last day of the
      related Collection Period (after giving effect to any prepayments received
      during the related Prepayment Period) and (ii) the Overcollateralization Floor.
      With respect to any Distribution Date on or after the Stepdown Date and provided
      a Trigger Event is in effect, an amount equal to the Targeted
      Overcollateralization Amount for the immediately preceding Distribution
      Date.

     

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

     

    Termination
      Event:
      As
      defined in the Swap Agreement.

     

    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, the sum of (i) the aggregate of the Interest
      Remittance Amounts for such date; (ii) the aggregate of the Principal Remittance
      Amounts for such date; and (iii) all Prepayment Premiums collected during the
      related Prepayment Period.

     

    Transfer
      Agreement:
      Not
      applicable.

     

    Transferor:
      BNC
      Mortgage LLC.

     


    
      
        
        

      

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

     

    Trust
      Fund:
      The
      corpus of the Structured Asset Securities Corporation Mortgage Loan Trust
      2007-BNC1 created pursuant to this Agreement, consisting of the Mortgage Loans,
      the assignment of the Depositor’s rights under the Transfer Agreement, the
      Mortgage Loan Sale Agreement and each Servicing Agreement, such amounts as
      shall
      from time to time be held in the Collection Account, the Certificate Account,
      any Custodial Account and any Escrow Account, the Swap Termination Receipts
      Account, the Swap Replacement Receipts Account, the Basis Risk Reserve Fund,
      the
      Insurance Policies, any REO Property and the other items referred to in, and
      conveyed to the Trustee under, Section 2.01(a).

     

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

     

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

     

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

     

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

     

    Underwriter:
      Lehman
      Brothers Inc. 

     

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

     

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

     

    Upper
      Tier REMIC:
      REMIC
      4.

     

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

     


    
      
        
        

      

      
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    Wells
      Fargo:
      Wells
      Fargo Bank, N.A.

     

    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 or the Swap Counterparty. The Trustee shall
      not
      be required to recompute, verify or recalculate the information supplied to
      it
      by the Master Servicer, any Servicer, the Swap Counterparty or the Credit Risk
      Manager.

     

    Section
      1.03 Calculations
      Respecting Accrued Interest. 

     

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

     

    ARTICLE
      II

     

    DECLARATION
      OF TRUST;

    ISSUANCE
      OF CERTIFICATES

     

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

     

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

     


    
      
        
        

      

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

     

    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, but only to the extent assigned under the Mortgage Loan Sale
      Agreement. The Trustee hereby accepts such assignment, and shall be entitled
      to
      exercise all the rights of the Depositor under the Mortgage Loan Sale Agreement
      as if, for such purpose, it were the Depositor. 

     

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

     


    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

     


    
      
        
        

      

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

     

    (v) with
      respect to each Non-MERS Mortgage Loan other than a Cooperative Loan, an
      original Assignment of Mortgage, in form and substance acceptable for recording.
      The Mortgage shall be assigned either (A) in blank, without recourse or (B)
      to
“U.S. Bank National Association, as Trustee of the Structured Asset Securities
      Corporation Mortgage Loan Trust 2007-BNC1,” without recourse;

     

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

     

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

     

    (viii) [reserved];

     

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

     

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

     


    
      
        
        

      

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

     

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

     

    (c) (i) Assignments
      of Mortgage with respect to each Non-MERS Mortgage Loan other than a Cooperative
      Loan shall be recorded; provided,
      however,
      that
      such Assignments need not be recorded if, on or prior to the Closing Date,
      the
      Depositor delivers, at its own expense, an Opinion of Counsel addressed to
      the
      Trustee (which must be Independent counsel) acceptable to the Trustee and the
      Rating Agencies, to the effect that recording in such states is not required
      to
      protect the Trustee’s interest in the related Non-MERS Mortgage Loans;
provided,
      further,
      that
      notwithstanding the delivery of any Opinion of Counsel, the Master Servicer
      shall direct the 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 direct
      to
      be properly recorded by such Servicer in each public recording office where
      the
      related Mortgages are recorded each Assignment of Mortgage referred to in
      subsection (b)(v) above with respect to each Non-MERS Mortgage Loan.


     

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

     

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

     

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

     


    
      
        
        

      

      
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    (f) The
      issuing entity is hereby named Structured Asset Securities Corporation Mortgage
      Loan Trust 2007-BNC1.

     

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

     

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

     

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

     

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

     


    
      
        
        

      

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

     

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

     

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

     

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

     

    Section
      2.03 Representations
      and Warranties of the Depositor. 

     

    (a) The
      Depositor hereby represents and warrants to the Trustee, for the benefit of
      Certificateholders, 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, the Master Servicer
      and the Credit Risk Manager, constitutes a valid and binding obligation of
      the
      Depositor enforceable against it in accordance with its terms except as such
      enforceability may be subject to (A) applicable bankruptcy and insolvency laws
      and other similar laws affecting the enforcement of the rights of creditors
      generally and (B) general principles of equity regardless of whether such
      enforcement is considered in a proceeding in equity or at law;

     

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

     

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

     


    
      
        
        

      

      
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    (b) [Reserved]

     

    Section
      2.04 Discovery
      of Breach. 

     

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

     

    Section
      2.05 Repurchase,
      Purchase or Substitution of Mortgage Loans. 

     

    (a) With
      respect to any Mortgage Loan repurchased by the Depositor pursuant to this
      Agreement or by the Seller pursuant to the Mortgage Loan Sale Agreement, the
      principal portion of the funds received by the Trustee in respect of such
      repurchase of a Mortgage Loan will be considered a Principal Prepayment and
      the
      Purchase Price shall be deposited in the Certificate Account. The Master
      Servicer, the related Servicer and the related Custodian (or the Trustee in
      its
      capacity as successor master servicer, if applicable) shall be reimbursed from
      the Purchase Price for any Mortgage Loan or related REO Property for any
      Advances made or other amounts advanced with respect to such Mortgage Loan
      that
      are reimbursable to the Master Servicer or the related Servicer under this
      Agreement or the related Servicing Agreement (or to the Trustee in its capacity
      as successor master servicer, if applicable), together with any accrued and
      unpaid compensation due to the Master Servicer, the related Servicer, the
      Custodian or the Trustee hereunder or thereunder. The Trustee (i) upon receipt
      of the full amount of the Purchase Price for a Deleted Mortgage Loan, (ii)
      upon
      receipt of a written certification from the Master Servicer that it has received
      the full amount of the Purchase Price for a Deleted Mortgage Loan and has
      deposited such amount in the Collection Account or (iii) upon receipt of
      notification from the Custodian that it had received the Mortgage File for
      a
      Qualifying Substitute Mortgage Loan substituted for a Deleted Mortgage Loan
      (and
      any applicable Substitution Amount), shall release or cause to be released
      and
      reassign to the Depositor or the Seller, as applicable, the related Mortgage
      File for the Deleted Mortgage Loan and shall execute and deliver such
      instruments of transfer or assignment, in each case without recourse,
      representation or warranty, as shall be necessary to vest in such party or
      its
      designee or assignee title to any Deleted Mortgage Loan released pursuant
      hereto, free and clear of all security interests, liens and other encumbrances
      created by this Agreement, which instruments shall be prepared by the 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 Depositor,
      and
      NIMS Insurer and each Certificateholder harmless against any and all taxes,
      claims, losses, penalties, fines, forfeitures, reasonable legal fees and related
      costs, judgments, and any other costs, fees and expenses that the Trust Fund,
      the Trustee, the Master Servicer, the Depositor, any NIMS Insurer and any
      Certificateholder may sustain in connection with any actions of such Seller
      relating to a repurchase of a Mortgage Loan other than in compliance with the
      terms of this Section 2.05 and the Mortgage Loan Sale Agreement, to the extent
      that any such action causes an Adverse REMIC Event.

     


    
      
        
        

      

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

     

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

     

    Section
      2.06 Grant
      Clause. 

     

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

     


    
      
        
        

      

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

     

     

     


    
      
        
        

      

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

     

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

     

    (c) The
      Class
      B1, Class B2 and Class B3 Certificates offered and sold in reliance on the
      exemption from registration under Rule 144A under the Securities Act shall
      be
      issued initially in the form of one or more permanent global Certificates in
      definitive, fully registered form without interest coupons with the applicable
      legends set forth in Exhibit A added to the forms of such Certificates (each,
      a
“Restricted Global Security”), which shall be deposited on behalf of the
      subscribers for such Certificates represented thereby with the Trustee, as
      custodian for The Depository Trust Company (“DTC”) and registered in the name of
      a nominee of DTC, duly executed and authenticated by the Trustee as hereinafter
      provided. The aggregate principal amounts of the Restricted Global Securities
      may from time to time be increased or decreased by adjustments made on the
      records of the Trustee or DTC or its nominee, as the case may be, as hereinafter
      provided.

     


    
      
        
        

      

      
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    (d) The
      Class
      B1, Class B2 and Class B3 Certificates sold in offshore transactions in reliance
      on Regulation S shall be issued initially in the form of one or more permanent
      global Certificates in definitive, fully registered form without interest
      coupons with the applicable legends set forth in Exhibit A hereto added to
      the
      forms of such Certificates (each, a “Regulation S Global Security”), which shall
      be deposited on behalf of the subscribers for such Certificates represented
      thereby with the Trustee, as custodian for DTC and registered in the name of
      a
      nominee of DTC, duly executed and authenticated by the Trustee as hereinafter
      provided. The aggregate principal amounts of the Regulation S Global Securities
      may from time to time be increased or decreased by adjustments made on the
      records of the Trustee or DTC or its nominee, as the case may be, as hereinafter
      provided.

     

    (e) The
      Class
      B1, Class B2 and Class B3 Certificates sold to an “accredited investor” under
      Rule 501(a)(1), (2), (3) or (7) under the Securities Act shall be issued
      initially in the form of one or more Definitive Certificates.

     

    Section
      3.02 Registration. 

     

    The
      Trustee is hereby appointed, and hereby accepts its appointment as, Certificate
      Registrar in respect of the Certificates (and, after a Section 7.01(c) Purchase
      Event, the Lower Tier REMIC 1 Uncertificated Regular Interests) and shall
      maintain books for the registration and for the transfer of Certificates (and,
      after a Section 7.01(c) Purchase Event, the Lower Tier REMIC 1 Uncertificated
      Regular Interests) (the “Certificate Register”). The Trustee may appoint a bank
      or trust company to act as Certificate Registrar. A registration book shall
      be
      maintained for the Certificates (and Lower Tier REMIC 1 Uncertificated Regular
      Interests, as the case may be) collectively. The Certificate Registrar may
      resign or be discharged or removed and a new successor may be appointed in
      accordance with the procedures and requirements set forth in Sections 6.06
      and
      6.07 hereof with respect to the resignation, discharge or removal of the Trustee
      and the appointment of a successor Trustee. The Certificate Registrar may
      appoint, by a written instrument delivered to the Holders, any NIMS Insurer
      and
      the Master Servicer, any bank or trust company to act as co-registrar under
      such
      conditions as the Certificate Registrar may prescribe; provided,
      however,
      that
      the Certificate Registrar shall not be relieved of any of its duties or
      responsibilities hereunder by reason of such appointment.

     

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

     

    Section
      3.03 Transfer
      and Exchange of Certificates. 

     

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

     


    
      
        
        

      

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

     


    
      
        
        

      

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

     

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

     

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

     

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

     

    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.

     


    
      
        
        

      

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

     

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

     

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

     

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

     

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

     


    
      
        
        

      

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

     

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

     


    
      
        
        

      

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

     

    (h) Notwithstanding
      any provision to the contrary herein, so long as a Global Security representing
      any Class B1, Class B2 or Class B3 Certificate remains outstanding and is held
      by or on behalf of DTC, transfers of a Global Security representing any such
      Certificates, in whole or in part, shall only be made in accordance with Section
      3.01 and this Section 3.03(h).

     

    (A) Subject
      to clauses (B) and (C) of this Section 3.03(h), transfers of a Global Security
      representing any Class B1, Class B2 or Class B3 Certificate shall be limited
      to
      transfers of such Global Security, in whole or in part, to nominees of DTC
      or to
      a successor of DTC or such successor’s nominee.

     

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

     


    
      
        
        

      

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

     

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

     

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

     

     


    
      
        
        

      

      
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    Section
      3.04 Cancellation
      of Certificates. 

     

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

     

    Section
      3.05 Replacement
      of Certificates. 

     

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

     

    Section
      3.06 Persons
      Deemed Owners. 

     

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

     

    Section
      3.07 Temporary
      Certificates. 

     

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

     

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

     

     


    
      
        
        

      

      
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    Section
      3.08 Appointment
      of Paying Agent. 

     

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

     

    (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
      and
      attestation shall cover, at a minimum, the elements of the servicing criteria
      applicable to the Paying Agent indicated in Exhibit S attached hereto; provided
      that if the Trustee is the Paying Agent, any reporting obligations under
      Regulation AB specific to the Paying Agent shall be undertaken by the
      Trustee in the course of its own reporting and not separately. 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 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 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 V 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
      V to
      the Paying Agent and the Trustee.

     


    
      
        
        

      

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

     

    (d) At
      any
      time during the period that a Form 10-K is being filed with respect to the
      Trust
      Fund in accordance with the Exchange Act and the rules and regulations of the
      Commission, the Trustee shall not appoint a Paying Agent that is not the Trustee
      unless that Paying Agent first agrees in writing with the Trustee (i) to deliver
      an assessment of compliance and an accountant’s attestation in such manner and
      at such times in compliance with Section 6.01(l) and (m) of this Agreement,
      (ii)
      to comply with the provisions of Section 6.01(n), 6.01(o), 6.20(e)(i) and
      6.20(e)(iii) of this Agreement and (iii) to indemnify the Depositor, the NIMS
      Insurer and the Master Servicer, and their respective directors, officers,
      employees and agents and the Trust Fund and hold each of them harmless as set
      forth in 6.23.

     

    Section
      3.09 Book-Entry
      Certificates. 

     

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

     

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

     

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

     

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

     

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

     


    
      
        
        

      

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

     

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

     

    ARTICLE
      IV

     

    ADMINISTRATION
      OF THE TRUST FUND

     

    Section
      4.01 Collection
      Account. 

     

    (a) On
      the
      Closing Date, the Master Servicer shall open and shall thereafter maintain
      a
      segregated account held in trust (the “Collection Account”), entitled “Aurora
      Loan Services LLC, as Master Servicer, in trust for the benefit of the Holders
      of Structured Asset Securities Corporation Mortgage Pass-Through Certificates,
      Series 2007-BNC1.” The Collection Account shall relate solely to the
      Certificates and to the Lower Tier REMIC 1 Uncertificated Regular Interests
      issued by the Trust Fund hereunder, and funds in such Collection Account shall
      not be commingled with any other monies.

     


    
      
        
        

      

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

     

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

     

    (d) The
      Master Servicer shall deposit or cause to be deposited into the Collection
      Account, no later than the second Business Day following the Closing Date,
      any
      amounts received with respect to the Mortgage Loans representing Scheduled
      Payments (or in the case of Simple Interest Mortgage Loans, representing not
      scheduled interest payments, but actual principal payments) on the Mortgage
      Loans due after the Cut-off Date and unscheduled payments received on or after
      the Cut-off Date and on or before the Closing Date. Thereafter, the Master
      Servicer shall deposit or cause to be deposited in the Collection Account on
      the
      earlier of the applicable Master Servicer Remittance Date and two Business
      Days
      following receipt thereof, the following amounts received or payments made
      by it
      (other than in respect of principal of and interest on the Mortgage Loans due
      on
      or before the Cut-off Date):

     

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

     

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

     

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

     


    
      
        
        

      

      
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    (iv) all
      Insurance Proceeds;

     

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

     

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

     

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

     

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

     

    (e) Funds
      in
      the Collection Account may be invested in Eligible Investments selected by
      and
      at the written direction of the Master Servicer, which shall mature not later
      than one Business Day prior to the Master Servicer Remittance Date (except
      that
      if such Eligible Investment is an obligation of the Trustee, then such Eligible
      Investment shall mature not later than such applicable Master Servicer
      Remittance Date) and any such Eligible Investment shall not be sold or disposed
      of prior to its maturity. All such Eligible Investments shall be made in the
      name of the Master Servicer in trust for the benefit of the Trustee and Holders
      of the Structured Asset Securities Corporation Mortgage Pass-Through
      Certificates, Series 2007-BNC1. All income and gain realized from any Eligible
      Investment shall be for the benefit of the Master Servicer and shall be subject
      to its withdrawal or order from time to time, subject to Section 5.05 hereof,
      and shall not be part of the Trust Fund. The amount of any losses incurred
      in
      respect of any such investments shall be deposited in such Collection Account
      by
      the Master Servicer out of its own funds, without any right of reimbursement
      therefor, immediately as realized. The foregoing requirements for deposit in
      the
      Collection Account are exclusive, it being understood and agreed that, without
      limiting the generality of the foregoing, payments of interest on funds in
      the
      Collection Account and payments in the nature of late payment charges,
      assumption fees and other incidental fees and charges relating to the Mortgage
      Loans (other than Prepayment Premiums) need not be deposited by the Master
      Servicer in the Collection Account and may be retained by the Master Servicer
      or
      the 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 subclause (i) is limited
      to amounts received on or in respect of a particular Mortgage Loan (including,
      for this purpose, Liquidation Proceeds and amounts representing Insurance
      Proceeds with respect to the property subject to the related Mortgage) which
      represent late recoveries (net of the 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
      such Servicer’s right thereto shall be prior to the rights of the
      Certificateholders;

     


    
      
        
        

      

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

     

    (iii) to
      reimburse itself or any Servicer from Liquidation Proceeds for Liquidation
      Expenses and for amounts expended by it pursuant to Section 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) to
      the
      extent of any previous Advances made by the Master Servicer with respect to
      Simple Interest Mortgage Loans, to pay itself an amount equal to Net Simple
      Interest Excess for the related Collection Period to the extent not offset
      by
      Net Simple Interest Shortfalls;

     

    (v) to
      reimburse itself or 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(b), 9.07(a), 9.30 or 11.15;

     

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

     

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

     


    
      
        
        

      

      
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    (viii) [Reserved];

     

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

     

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

     

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

     

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

     

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

     

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

     

    (xv) to
      reimburse any Servicer for such amounts as are due thereto under the applicable
      Servicing Agreement (including, without limitation, Advances and, without
      duplication, any Capitalization Reimbursement Amounts) and have not been
      retained by or paid to such Servicer, to the extent provided in such Servicing
      Agreement.

     

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

     

    In
      connection with withdrawals made pursuant to subclauses (i), (iii), (iv), (vi)
      and (vii) above, the Master Servicer’s, 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 made from the Collection Account it maintains pursuant
      to such subclause (i), (iii), (iv), (vi) and (vii).

     

     


    
      
        
        

      

      
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    Section
      4.03 Reports
      to Certificateholders. 

     

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

     

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

     

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

     

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

     

    (iv) (A)
      the
      aggregate amount of any Advances required to be made as of the end of the month
      immediately preceding the month in which the Distribution Date occurs by or
      on
      behalf of the 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;

     

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

     

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

     

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

     

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

     


    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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


     

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

     

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

     

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

     

    (xx) [reserved];
      

     


    
      
        
        

      

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

     

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

     

    In
      addition to the information listed above, for every year in which the Depositor
      is subject to Exchange Act reporting with respect to the Certificates, such
      Distribution Date Statement shall also include such other information as is
      required by Item 1121 (§ 229.1121) of Regulation AB to the extent that the
      Trustee shall have received any such information from the Depositor, the
      Sponsor, the Master Servicer, the Servicers, the Custodian, the Swap
      Counterparty or any Subservicer or Subcontractor therefor, as applicable, no
      later than four Business Days prior to the Distribution Date.

     

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

     

    In
      addition to the above, on each Distribution Date the Master Servicer shall
      provide to the Trustee the Modified Loan Report in the form of Exhibit T
      and the Trustee shall make available on the Trustee’s internet website a copy of
      such Modified Loan Report (based solely on information provided by the Master
      Servicer) containing data provided to the Trustee by the Master Servicer,
      available to those who are permitted to access the website, including the Rating
      Agencies. The Trustee, the Master Servicer and the Sponsor will negotiate in
      good faith with the Rating Agencies to reach agreement on the reporting of
      any
      additional information concerning loan modifications to be included in the
      Distribution Statement.

     

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

     

    The
      Trustee shall make such report and any additional loan level information (and,
      at its option, any additional files containing the same information in an
      alternative format) provided to it by the Master Servicer available each month
      to any NIMS Insurer, Certificateholders, the Rating Agencies and any other
      parties entitled thereto via the Trustee’s internet website. The Trustee’s
      internet website shall initially be located at “http://www.usbank.com/abs.”
Assistance in using the website can be obtained by calling the Trustee’s
      bondholder services group at (800) 934-6802. Such parties that are unable to
      use
      the website are entitled to have a paper copy mailed to them via first class
      mail by calling the customer service desk and indicating such or notifying
      the
      Trustee at the applicable Corporate Trust Office. The Trustee shall have the
      right to change the way such statements are distributed in order to make such
      distribution more convenient and/or more accessible to the above parties and
      the
      Trustee shall provide timely and adequate notification to all above parties
      regarding any such changes.

     


    
      
        
        

      

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

     

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

     

    (c) Upon
      request of a Certificateholder and prior to a Section 7.01(c) Purchase
      Event, the Trustee shall have prepared and the Trustee shall make available
      to
      any NIMS Insurer and each Person who at any time during the calendar year was
      a
      Certificateholder of record, and make available to Certificate Owners
      (identified as such by the Clearing Agency) in accordance with applicable
      regulations, a report summarizing the items provided to any NIMS Insurer and
      the
      Certificateholders pursuant to Sections 4.03(a)(i) and 4.03(a)(ii) on an annual
      basis as may be required to enable any NIMS Insurer and such Holders to prepare
      their federal income tax returns; provided,
      however,
      that
      this Section 4.03(c) shall not be applicable where relevant reports or summaries
      are required elsewhere in this Agreement. Such information shall also include
      the amount of original issue discount accrued on each Class of Certificates
      and
      information regarding the expenses of the Trust Fund. The Trustee shall be
      deemed to have satisfied this requirement if it forwards or makes available
      such
      information in any other format permitted by the Code. The Master Servicer
      shall
      provide the Trustee with such information (to the extent available to the Master
      Servicer pursuant to this Agreement and the Servicing Agreements) as is
      necessary for the Trustee to prepare such reports (and the Trustee may rely
      solely upon such information).

     


    
      
        
        

      

      
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    (d) The
      Trustee shall furnish, to the extent reasonably available, any other information
      that is required by the Code and regulations thereunder to be made available
      to
      Certificateholders. The Master Servicer shall provide the Trustee, to the extent
      reasonably available, such information as is necessary for the Trustee to
      prepare such reports (and the Trustee may rely solely upon such
      information).

     

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

     

    Section
      4.04 Certificate
      Account. 

     

    (a) The
      Trustee shall establish and maintain in its name, as trustee, a trust account
      (the “Certificate Account”) entitled “Certificate Account, U.S. Bank National
      Association, as Trustee, in trust for the benefit of the Holders of Structured
      Asset Securities Corporation Mortgage Pass-Through Certificates, Series
      2007-BNC1” until disbursed pursuant to the terms of this Agreement. The
      Certificate Account shall be an Eligible Account and shall be for the benefit
      of
      the Certificateholders, subject to the rights of the Trustee set forth herein.
      If the existing Certificate Account ceases to be an Eligible Account, the
      Trustee shall establish a new Certificate Account that is an Eligible Account
      within ten Business Days and transfer all funds and investment property on
      deposit in such existing Certificate Account into such new Certificate Account.
      The Certificate Account shall relate solely to the Certificates and the Lower
      Tier REMIC 1 Uncertificated Regular Interests issued hereunder and funds in
      the
      Certificate Account shall be held separate and apart from and shall not be
      commingled with any other monies including, without limitation, other monies
      of
      the Trustee held under this Agreement.

     

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

     

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

     


    
      
        
        

      

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

     

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

     

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

     

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

     

    (c) Funds
      in
      the Certificate Account may be invested by the Trustee in Eligible Investments
      (which may be obligations of the Trustee or its affiliates). If invested, all
      such investments must be payable on demand or mature no later than one Business
      Day prior to the next Distribution Date and shall not be sold or disposed of
      prior to their maturity. All such Eligible Investments will be made in the
      name
      of the Trustee (in its capacity as such) or its nominee. All income and gain
      realized from any such investment for each Distribution Date shall be
      compensation (1) to the Trustee, in payment of its Trustee Fee and (2) to the
      Custodian in payment of its Custodial Compensation. 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. 

     

    Section
      4.05 [Reserved].

     

    ARTICLE
      V

     

    DISTRIBUTIONS
      TO HOLDERS OF CERTIFICATES

     

    Section
      5.01 Distributions
      Generally. 

     

    (a) Subject
      to Section 7.01 respecting the final distribution on the Certificates or Lower
      Tier REMIC 1 Uncertificated Regular Interests, on each Distribution Date the
      Trustee or the Paying Agent shall make allocations and/or distributions in
      accordance with the Preliminary Statement and this Article V and based solely
      on
      the reports for such Distribution Date provided to it by the Master Servicer
      pursuant to Section 4.03(a) and on the information provided to it by the Swap
      Counterparty. Such distributions shall be made by wire transfer in immediately
      available funds to an account specified in writing to the Trustee at least
      five
      (5) Business Days prior to the first Distribution Date to such Certificateholder
      and at the expense of such Certificateholder.

     

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

     


    
      
        
        

      

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

     

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

     

    Section
      5.02 Distributions
      from the Certificate Account. 

     

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

     

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

     


    
      
        
        

      

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

     

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

     

    (iii) concurrently,
      on a pro
      rata
      basis,
      to the Class A1 and Class A4 Certificates, Current Interest and any Carryforward
      Interest for such Classes for such Distribution Date; provided,
      however,
      that
      any shortfall in Current Interest and Carryforward Interest shall be allocated
      among such Classes in proportion to the amount of Current Interest and
      Carryforward Interest that would otherwise be distributable thereon;
      and

     

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

     

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

     

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

     

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

     

    (iii) concurrently,
      on a pro
      rata
      basis,
      to the Class A2 and Class A3 Certificates, Current Interest and any Carryforward
      Interest for such Classes and such Distribution Date; provided,
      however,
      that
      any shortfall in Current Interest and Carryforward Interest shall be allocated
      among such Classes in proportion to the amount of Current Interest and
      Carryforward Interest that would otherwise be distributable thereon; and


     


    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     


    
      
        
        

      

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

     

    (3) sequentially,
      to the Class A1 and Class A4 Certificates, in that order, until the Class
      Principal Amount of each such Class has been reduced to zero; and

     

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

     

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

     

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

     

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

     

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

     

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

     


    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     


    
      
        
        

      

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

     

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

     

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

     

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

     


    
      
        
        

      

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

     

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

     

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

     

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

     

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

     


    
      
        
        

      

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

     

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

     

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

     

    (O) to
      the
      Class B3 Certificates, an amount equal to the lesser of (x) the excess of (a)
      the aggregate of the Principal Distribution Amounts for Pool 1 and Pool 2 for
      such Distribution Date over (b) the amount paid to the Supplemental Interest
      Trust for deposit into the Swap Account or distributed to the Senior
      Certificates and the Class M1, Class M2, Class M3, Class M4, Class M5, Class
      M6,
      Class M7, Class M8, Class M9, Class B1 and Class B2 Certificates on such date
      pursuant to clauses (A) through (N) above, and (y) the B3 Principal Distribution
      Amount for such date, until the Class Principal Amount of such Class has been
      reduced to zero; and

     

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

     


    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

    (ii) for
      each
      Distribution Date occurring on or after the Stepdown Date and for which a
      Trigger Event is not in effect, in the following order of priority:

     

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

     

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

     

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

     


    
      
        
        

      

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

     

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


     

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

     

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

     

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

     

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

     

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

     

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


     


    
      
        
        

      

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

     

    (M) to
      the
      Class B3 Certificates, in reduction of their Class Principal Amount, until
      the
      aggregate of the Class Principal Amounts of such Class and the Senior
      Certificates and the Class M1, Class M2, Class M3, Class M4, Class M5, Class
      M6,
      Class M7, Class M8, Class M9, Class B1 and Class B2 Certificates, after giving
      effect to distributions on such Distribution Date, equals the B3 Target
      Amount;

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     


    
      
        
        

      

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

     

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

     

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

     

    (iii) concurrently,
      to the Senior Certificates, Current Interest and any Carryforward Interest
      for
      each such Class and such Distribution Date, to the extent unpaid (any shortfall
      in Current Interest and Carryforward Interest to be allocated among such Classes
      in proportion to the amount of Current Interest and Carryforward Interest that
      would have otherwise been distributable thereon);

     

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

     

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

     

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

     

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

     

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

     


    
      
        
        

      

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

     

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

     

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

     

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

     

    (h) [Reserved].

     

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

     

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

     

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

     

     


    
      
        
        

      

      
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    Section
      5.03 Allocation
      of Losses. 

     

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

     

    (i) to
      the
      Class B3 Certificates, until the Class Principal Amount thereof has been reduced
      to zero;

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (xii) to
      the
      Class M1 Certificates, until the Class Principal Amount thereof 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 Master Servicer
      Remittance Date as provided herein. If, on any Determination Date, any Servicer
      determines that any Scheduled Payments (or in the case of Simple Interest
      Mortgage Loans, the amount of any scheduled interest payments) due during the
      related Collection Period (other than Balloon Payments) have not been received,
      such Servicer shall advance such amount 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. 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 Trustee shall be entitled to rely
      conclusively upon any determination by the Master Servicer that an Advance,
      if
      made, would constitute a non-recoverable advance. The Master Servicer and 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.

     


    
      
        
        

      

      
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    (b) In
      the
      event that the Master Servicer or any Servicer fails for any reason to make
      an
      Advance required to be made pursuant to this Section 5.04 on or before the
      Master Servicer Remittance Date, the Trustee, solely in its capacity as
      successor master servicer pursuant to Section 6.14, shall, on or before the
      related Distribution Date, deposit in the Certificate Account an amount equal
      to
      the excess of (a) Advances required to be made by the Master Servicer or the
      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.

     

     


    
      
        
        

      

      
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    Section
      5.06 Basis
      Risk Reserve Fund. 

     

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

     

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

     

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

     

    Section
      5.07 Supplemental
      Interest Trust. 

     

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

     

    (b) [Reserved].

     

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

     


    
      
        
        

      

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

     

    (e) [Reserved].

     

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

     

    (g) [Reserved].

     

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

     


    
      
        
        

      

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

     

    (j) [Reserved].

     

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

     

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

     

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

     

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

     

     


    
      
        
        

      

      
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    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 Swap Agreement),
      to enforce its rights under this Agreement, which rights include but are not
      limited to the obligation of the Trustee (A) to deposit any Net Swap Payment
      required pursuant to Sections 5.02(b), (c), (e) and (j), and any Swap
      Termination Payment required pursuant to Sections 5.02(b), (c), (e) and (j),
      into the Swap Account, (B) to deposit any amounts from the Basis Risk Reserve
      Fund required pursuant to Sections 5.02(f)(iv)(C) and Section 5.02(f)(vi) into
      the Swap Account, (C) to pay any Net Swap Payment required pursuant to Section
      5.02(g)(i) or Section 5.02(k), as applicable, or Swap Termination Payment
      required pursuant to Sections 5.02(g)(ii), Section 5.02(g)(x), or Section
      5.02(k), as applicable to the Swap Counterparty and (D) to establish and
      maintain the Swap Account and the Collateral 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. 

     

    In
      the
      event of an “Early Termination Event” as defined under the Swap Agreement, (i)
      any Swap Termination Payment made by the Swap Counterparty to the Swap Account
      and paid pursuant to Section 5.02(g)(ix), Section 5.02(j) or Section 5.02(k),
      as
      applicable (“Swap Termination Receipts”) shall be deposited in a segregated
      non-interest bearing account which shall be an Eligible Account established
      by
      the Trustee (the “Swap Termination Receipts Account”) and (ii) any amounts
      received from a replacement Swap Counterparty (“Swap Replacement Receipts”)
      shall be deposited in a segregated non-interest bearing account which shall
      be
      an Eligible Account established by the Trustee (the “Swap Replacement Receipts
      Account”). The Trustee shall invest, or cause to be invested, funds held in the
      Swap Termination Receipts Account and the Swap Replacement Receipts Account
      in
      time deposits of the Trustee as permitted by clause (ii) of the definition
      of
      Eligible Investments or as otherwise directed in writing by a majority of the
      Certificateholders. All such investments shall be payable on demand or mature
      on
      a Swap Payment Date, a Distribution Date or such other date as directed by
      the
      Certificateholders. All such Eligible Investments shall be made in the name
      of
      the Trustee of the Supplemental Interest Trust (in its capacity as such) or
      its
      nominee. All income and gain realized from any such investment shall be
      deposited in the Swap Termination Receipts Account or the Swap Replacement
      Receipts Account, as applicable, and all losses, if any, shall be borne by
      the
      related account. 

     

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

     


    
      
        
        

      

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

     

    ARTICLE
      VI

     

    CONCERNING
      THE TRUSTEE; EVENTS OF DEFAULT

     

    Section
      6.01 Duties
      of Trustee.

     

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

     

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

     


    
      
        
        

      

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

     

    (i) The
      Trustee shall not be personally liable with respect to any action taken,
      suffered or omitted to be taken by it in good faith in accordance with the
      direction or with the consent of Holders as provided in Section 6.18
      hereof;

     

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

     

    (iii) [Reserved];

     

    (iv) No
      provision of this Agreement shall require the Trustee to expend or risk its
      own
      funds or otherwise incur any financial liability in the performance of any
      of
      its duties hereunder, or in the exercise of any of its rights or powers, if
      it
      shall have reasonable grounds for believing that repayment of such funds or
      adequate indemnity against such risk or liability is not reasonably assured
      to
      it; and none of the provisions contained in this Agreement shall in any event
      require the Trustee to perform, or be responsible for the manner of performance
      of, any of the obligations of the Master Servicer under this
      Agreement;

     

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

     

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

     


    
      
        
        

      

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

     

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

     

    (g) The
      Trustee shall not be held liable by reason of any insufficiency in the
      Collection Account resulting from any investment loss on any Eligible Investment
      included therein (except to the extent that the Trustee is the obligor and
      has
      defaulted thereon).

     

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

     

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

     

    (j) Notwithstanding
      anything in this Agreement to the contrary, neither the Paying Agent nor the
      Trustee shall be liable for special, indirect or consequential losses or damages
      of any kind whatsoever (including, but not limited to, lost profits), even
      if
      the Paying Agent or the Trustee, as applicable, has been advised of the
      likelihood of such loss or damage and regardless of the form of action;
provided,
      however,
      that
      this Subsection 6.01(j) shall not apply in connection with any failure by the
      Trustee to comply with the provisions of Subsections 6.01(l) hereof and
      Subsections 9.25(a) and (b) hereof.

     


    
      
        
        

      

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

     

    (l) For
      so
      long as the Depositor is subject to Exchange Act reporting requirements for
      the
      Structured Asset Securities Corporation Mortgage Loan Trust 2007-BNC1
      transaction, the Trustee shall give prior written notice to the Sponsor, the
      Master Servicer and the Depositor of the appointment of any Subcontractor by
      it
      and a written description (in form and substance satisfactory to the Sponsor
      and
      the Depositor) of the role and function of each Subcontractor utilized by the
      Trustee, specifying (A) the identity of each such Subcontractor and (B) which
      elements of the servicing criteria set forth under Item 1122(d) of Regulation
      AB
      will be addressed in assessments of compliance and accountant’s attestations
      provided by each such Subcontractor.

     

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

     

    Section
      6.02 Certain
      Matters Affecting the Trustee. 

     

    Except
      as
      otherwise provided in Section 6.01:

     

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

     

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

     

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

     

    (d) Unless
      an
      Event of Default shall have occurred and be continuing, the Trustee shall not
      be
      bound to make any investigation into the facts or matters stated in any
      resolution, certificate, statement, instrument, opinion, report, notice,
      request, consent, order, approval, bond or other paper or document (provided
      the
      same appears regular on its face), unless requested in writing to do so by
      any
      NIMS Insurer or the Holders of at least a majority in Class Principal Amount
      (or
      Percentage Interest) of each Class of Certificates or, if such Classes have
      been
      retired pursuant to a Section 7.01(c) Purchase Event, the LTURI-holder;
provided,
      however,
      that,
      if the payment within a reasonable time to the Trustee of the costs, expenses
      or
      liabilities likely to be incurred by it in the making of such investigation
      is,
      in the opinion of the Trustee, not reasonably assured to the Trustee by the
      security afforded to it by the terms of this Agreement, the Trustee may require
      reasonable indemnity against such expense or liability or payment of such
      estimated expenses from any NIMS Insurer or the Certificateholders, as
      applicable, as a condition to proceeding. The reasonable expense thereof shall
      be paid by the party requesting such investigation and if not reimbursed by
      the
      requesting party shall be reimbursed to the Trustee by the Trust
      Fund;

     


    
      
        
        

      

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

     

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

     

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

     

    (h) The
      Trustee shall not be required to give any bond or surety in respect of the
      execution of the Trust Fund 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, the Custodial Agreement or the Swap
      Agreement, the Certificates (other than the certificate of authentication on
      the
      Certificates) or the Lower Tier REMIC 1 Uncertificated Regular Interests, or
      of
      any Mortgage Loan, or related document save that the Trustee represents that,
      assuming due execution and delivery by the other parties hereto, this Agreement
      has been duly authorized, executed and delivered by it and constitutes its
      valid
      and binding obligation, enforceable against it in accordance with its terms
      except that such enforceability may be subject to (A) applicable bankruptcy
      and
      insolvency laws and other similar laws affecting the enforcement of the rights
      of creditors generally, and (B) general principles of equity regardless of
      whether such enforcement is considered in a proceeding in equity or at law.
      The
      Trustee shall not be accountable for the use or application by the Depositor
      of
      funds paid to the Depositor in consideration of the assignment of the Mortgage
      Loans to the Trust Fund by the Depositor or for the use or application of any
      funds deposited into the Collection Account, the Certificate Account, any Escrow
      Account or any other fund or account maintained with respect to the
      Certificates. The Trustee shall not be responsible for the legality or validity
      of this Agreement, any Servicing Agreement, the Custodial Agreement or the
      Swap
      Agreement or the validity, priority, perfection or sufficiency of the security
      for the Certificates or the Lower Tier REMIC 1 Uncertificated Regular Interests
      issued or intended to be issued hereunder. The Trustee shall not, except as
      otherwise provided herein, have any responsibility for filing any financing
      or
      continuation statement in any public office at any time or to otherwise perfect
      or maintain the perfection of any security interest or lien granted to it
      hereunder or to record this Agreement.

     

     


    
      
        
        

      

      
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    Section
      6.04 Trustee
      May Own Certificates. 

     

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

     

    Section
      6.05 Eligibility
      Requirements for Trustee. 

     

    The
      Trustee hereunder shall at all times be (i) an institution whose accounts are
      insured by the FDIC, (ii) a corporation or national banking association,
      organized and doing business under the laws of any State or the United States
      of
      America, authorized under such laws to exercise corporate trust powers, having
      a
      combined capital and surplus of not less than $50,000,000 and subject to
      supervision or examination by federal or state authority and (iii) not an
      Affiliate of the Master Servicer or 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 addition, the Trustee (i) may not be an originator
      of
      Mortgage Loans, the Master Servicer, a Servicer, the Depositor or an affiliate
      of the Depositor unless the Trustee is in an institutional trust department
      of
      the Trustee, (ii) must be authorized to exercise corporate trust powers under
      the laws of its jurisdiction of organization and (iii) must be rated at least
      “A/F1” by Fitch, if Fitch is a Rating Agency that has rated the Trustee, or the
      equivalent rating by S&P or Moody’s. In case at any time the Trustee shall
      cease to be eligible in accordance with provisions of this Section, the Trustee
      shall resign immediately in the manner and with the effect specified in Section
      6.06.

     

    Section
      6.06 Resignation
      and Removal of Trustee. 

     

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

     

    (b) If
      at any
      time (i) the Trustee shall cease to be eligible in accordance with the
      provisions of Section 6.05 and shall fail to resign after written request
      therefor by the Depositor or any NIMS Insurer, (ii) the Trustee shall become
      incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver
      of the Trustee or its property shall be appointed, or any public officer shall
      take charge or control of the Trustee or its property or affairs for the purpose
      of rehabilitation, conservation or liquidation, (iii) a tax is imposed or
      threatened with respect to the Trust Fund by any state in which the Trustee
      or
      the Trust Fund held by the Trustee is located, (iv) the continued use of the
      Trustee would result in a downgrading of the rating by any Rating Agency of
      any
      Class of Certificates with a rating, (v) the Trustee (or the Paying Agent)
      shall
      fail to observe or perform in any material respect any of the covenants or
      agreements of the Trustee (or the Paying Agent) contained in this Agreement,
      including any failure to deliver the information or reports, assessments or
      attestations required pursuant to Subsections 9.25(a) or 9.25(b) hereof or
      (vi)
      the Paying Agent shall fail to provide the information required pursuant to
      Subsection 3.08(b) hereof or (vii) the Depositor desires to replace the Trustee
      with a successor trustee, then the Depositor, the Master Servicer or any NIMS
      Insurer shall remove the Trustee or the Paying Agent, as applicable, and the
      Depositor shall appoint a successor trustee acceptable to any NIMS Insurer
      and
      the Master Servicer by written instrument, one copy of which instrument shall
      be
      delivered to the Trustee so removed, one copy each to the successor trustee,
      and
      one copy to each of the Master Servicer and any NIMS Insurer.

     


    
      
        
        

      

      
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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 to the Depositor remove the Trustee by such
      written instrument, signed by such Holders or their attorney-in-fact duly
      authorized (or by any NIMS Insurer), one copy of which instrument shall be
      delivered to the Depositor, one copy to the Trustee, one copy each to the Master
      Servicer and any NIMS Insurer; the Depositor shall thereupon appoint a successor
      trustee in accordance with this Section mutually acceptable to the Depositor,
      the Master Servicer and any NIMS Insurer.

     

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

     

    Section
      6.07 Successor
      Trustee. 

     

    (a) Any
      successor trustee appointed as provided in Section 6.06 shall execute,
      acknowledge and deliver to the Depositor, the Master Servicer, any NIMS Insurer,
      the Swap Counterparty and to its predecessor trustee an instrument accepting
      such appointment hereunder, and thereupon the resignation or removal of the
      predecessor trustee shall become effective and such successor trustee, without
      any further act, deed or conveyance, shall become fully vested with all the
      rights, powers, duties and obligations of its predecessor hereunder, with like
      effect as if originally named as trustee herein. A predecessor trustee (or
      its
      custodian) shall deliver to any successor trustee (or assign to the Trustee
      its
      interest under the Custodial Agreement, to the extent permitted thereunder),
      all
      Mortgage Files and documents and statements related to each Mortgage File held
      by it hereunder, and shall duly assign, transfer, deliver and pay over to the
      successor trustee the entire Trust Fund, together with all necessary instruments
      of transfer and assignment or other documents properly executed necessary to
      effect such transfer and such of the records or copies thereof maintained by
      the
      predecessor trustee in the administration hereof as may be requested by the
      successor trustee and shall thereupon be discharged from all duties and
      responsibilities under this Agreement. In addition, the Master Servicer and
      the
      predecessor trustee shall execute and deliver such other instruments and do
      such
      other things as may reasonably be required to more fully and certainly vest
      and
      confirm in the successor trustee all such rights, powers, duties and
      obligations. 

     


    
      
        
        

      

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

     

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

     

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

     

    Section
      6.08 Merger
      or Consolidation of Trustee. 

     

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

     

    Section
      6.09 Appointment
      of Co-Trustee, Separate Trustee or Custodian. 

     

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

     


    
      
        
        

      

      
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    (b) Every
      separate trustee, co-trustee, and custodian shall, to the extent permitted
      by
      law, be appointed and act subject to the following provisions and
      conditions:

     

    (i) all
      powers, duties, obligations and rights conferred upon the Trustee in respect
      of
      the receipt, custody and payment of monies shall be exercised solely by the
      Trustee;

     

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

     

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

     

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

     

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

     


    
      
        
        

      

      
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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 requested
      by
      the Trustee to be so appointed (which compensation shall not reduce any
      compensation payable to the Trustee ) and, if paid by the Trustee, shall be
      a
      reimbursable expense pursuant to Section 6.12.

     

    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.

     

    (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.

     

     


    
      
        
        

      

      
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    Section
      6.11 Indemnification
      of Trustee. 

     

    The
      Trustee including in its individual capacity and its directors, officers,
      employees and agents shall be entitled to indemnification from the Trust Fund
      for any loss, liability or expense incurred in connection with any legal
      proceeding or incurred without negligence or willful misconduct on their part
      (it being understood that the negligence or willful misconduct of any Custodian
      shall not constitute negligence or willful misconduct on the part of the Trustee
      or any of its directors, officers, employees or agents for such purpose) arising
      out of, or in connection with, the acceptance or administration of the trusts
      created hereunder or in connection with the performance of their duties
      hereunder or under the Swap Agreement, the Mortgage Loan Sale Agreement, the
      Transfer Agreement, any Servicing Agreement or the Custodial Agreement,
      including any applicable fees and expenses payable pursuant to Section 6.12
      and
      the costs and expenses of defending themselves against any claim in connection
      with the exercise or performance of any of their powers or duties hereunder,
      provided
      that:

     

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

     

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

     

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

     

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

     


    
      
        
        

      

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

     

    Section
      6.12 Fees
      and Expenses of Trustee and Custodian. 

     

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

     

    Section
      6.13 Collection
      of Monies. 

     

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

     

     


    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

     

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

     


    
      
        
        

      

      
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    (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 acquires such actual knowledge; or

     

    (xii) After
      receipt of notice from the Trustee or any NIMS Insurer, any failure of the
      Master Servicer to remit to the Trustee any payment required to be made to
      the
      Trustee for the benefit of Certificateholders under the terms of this Agreement,
      including any Advance, on any Master Servicer Remittance Date which failure
      continues unremedied for a period of one Business Day (but in no event later
      than 12:00 p.m. New York City time on the related Distribution Date) after
      the
      date upon which notice of such failure shall have been given to the Master
      Servicer by the Trustee.

     

    If
      an
      Event of Default described in clauses (i) through (xii) of this Section shall
      occur, then, in each and every case, subject to applicable law, so long as
      any
      such Event of Default shall not have been remedied within any period of time
      prescribed by this Section, the Trustee, by notice in writing to the Master
      Servicer may, and shall, if so directed by Certificateholders evidencing more
      than 50% of the Class Principal Amount of each Class of Certificates, terminate
      all of the rights and obligations of the Master Servicer hereunder and in and
      to
      the Mortgage Loans and the proceeds thereof. If an Event of Default described
      in
      clause (xii) of this Section shall occur, then, in each and every case, subject
      to applicable law, so long as such Event of Default shall not have been remedied
      within the time period prescribed by clause (xii) of this Section 6.14, the
      Trustee, by notice in writing to the Master Servicer, shall promptly terminate
      all of the rights and obligations of the Master Servicer hereunder and in and
      to
      the Mortgage Loans and the proceeds thereof. On or after the receipt by the
      Master Servicer of such written notice, all authority and power of the Master
      Servicer, and only in its capacity as Master Servicer under this Agreement,
      whether with respect to the Mortgage Loans or otherwise, shall pass to and
      be
      vested in the Trustee and pursuant to and under the terms of this Agreement;
      provided,
      however,
      the
      parties acknowledge that notwithstanding the preceding sentence there may be
      a
      transition period, not to exceed 90 days, in order to effect the transfer of
      the
      Master Servicing obligations to the Trustee; provided,
      further,
      the
      obligation to make Advances by the Trustee (as successor master servicer) shall
      be effective upon the Trustee providing notice of termination to the Master
      Servicer pursuant to this Section 6.14. The Trustee is hereby authorized and
      empowered to execute and deliver, on behalf of the defaulting Master Servicer
      as
      attorney-in-fact or otherwise, any and all documents and other instruments,
      and
      to do or accomplish all other acts or things necessary or appropriate to effect
      the purposes of such notice of termination, whether to complete the transfer
      and
      endorsement or assignment of the Mortgage Loans and related documents or
      otherwise. The defaulting Master Servicer agrees to cooperate with the Trustee
      in effecting the termination of the defaulting Master Servicer’s
      responsibilities and rights hereunder as Master Servicer including, without
      limitation, notifying the 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 master servicing from
      the predecessor Master Servicer, including, without limitation, any costs or
      expenses associated with the complete transfer of all master servicing data
      and
      the completion, correction or manipulation of such servicing data as may be
      required by the Trustee to correct any errors or insufficiencies in the master
      servicing data or otherwise to enable the Trustee to master service the Mortgage
      Loans properly and effectively. If the terminated Master Servicer does not
      pay
      such reimbursement within thirty (30) days of its receipt of an invoice
      therefor, such reimbursement shall be an expense of the Trust Fund and the
      Trustee shall be entitled to withdraw such reimbursement from amounts on deposit
      in the Certificate Account pursuant to Section 4.04(b); provided
      that the
      terminated Master Servicer shall reimburse the Trust Fund for any such expense
      incurred by the Trust Fund; and provided,
      further,
      that
      the Trustee shall decide whether and to what extent it is in the best interest
      of the Certificateholders to pursue any remedy against any party obligated
      to
      make such reimbursement.

     


    
      
        
        

      

      
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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 any NIMS Insurer, the Swap
      Counterparty and each Rating Agency of the nature and extent of such Event
      of
      Default. The Trustee shall immediately give written notice to the Master
      Servicer upon the Master Servicer’s failure to remit funds 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 or the Trustee, in its individual
      capacity shall agree, at the time of such designation, to be and remain liable
      to the Trust Fund for such Affiliate’s actions and omissions in performing its
      duties hereunder. In connection with such appointment and assumption, the
      Trustee may make such arrangements for the compensation of such successor out
      of
      payments on Mortgage Loans as it and such successor shall agree; provided,
      however,
      that no
      such compensation shall be in excess of that permitted to the Master Servicer
      hereunder. The Trustee and such successor shall take such actions, consistent
      with this Agreement, as shall be necessary to effectuate any such succession
      and
      may make other arrangements with respect to the servicing to be conducted
      hereunder which are not inconsistent herewith. The Master Servicer shall
      cooperate with the Trustee and any successor master servicer in effecting the
      termination of the Master Servicer’s responsibilities and rights hereunder
      including, without limitation, notifying Mortgagors of the assignment of the
      master servicing functions and providing the Trustee and successor master
      servicer, as applicable, all documents and records in electronic or other form
      reasonably requested by it to enable it to assume the Master Servicer’s
      functions hereunder and the transfer to the Trustee or such successor master
      servicer, as applicable, all amounts which shall at the time be or should have
      been deposited by the Master Servicer in the Collection Account and any other
      account or fund maintained with respect to the Certificates or the Lower Tier
      REMIC 1 Uncertificated Regular Interests or thereafter be received with respect
      to the Mortgage Loans. Neither the Trustee nor any other successor master
      servicer shall be deemed to be in default hereunder by reason of any failure
      to
      make, or any delay in making, any distribution hereunder or any portion thereof
      caused by (i) the failure of the Master Servicer to deliver, or any delay in
      delivering, cash, documents or records to it, (ii) the failure of the Master
      Servicer to cooperate as required by this Agreement, (iii) the failure of the
      Master Servicer to deliver the Mortgage Loan data to the Trustee as required
      by
      this Agreement or (iv) restrictions imposed by any regulatory authority having
      jurisdiction over the Master Servicer. 

     

     


    
      
        
        

      

      
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    Section
      6.15 Additional
      Remedies of Trustee Upon Event of Default. 

     

    During
      the continuance of any Event of Default, so long as such Event of Default shall
      not have been remedied, the Trustee, in addition to the rights specified in
      Section 6.14, shall have the right, in its own name and as trustee of an express
      trust, to take all actions now or hereafter existing at law, in equity or by
      statute to enforce its rights and remedies and to protect the interests, and
      enforce the rights and remedies, of any NIMS Insurer and the Certificateholders
      (including the institution and prosecution of all judicial, administrative
      and
      other proceedings and the filings of proofs of claim and debt in connection
      therewith). Except as otherwise expressly provided in this Agreement, no remedy
      provided for by this Agreement shall be exclusive of any other remedy, and
      each
      and every remedy shall be cumulative and in addition to any other remedy, and
      no
      delay or omission to exercise any right or remedy shall impair any such right
      or
      remedy or shall be deemed to be a waiver of any Event of Default.

     

    Section
      6.16 Waiver
      of Defaults. 

     

    More
      than
      50% of the Aggregate Voting Interests of Certificateholders (with the consent
      of
      any NIMS Insurer) may waive any default or Event of Default by the Master
      Servicer in the performance of its obligations hereunder, except that a default
      in the making of any required deposit to the Certificate Account that would
      result in a failure of the Trustee to make any required payment of principal
      of
      or interest on the Certificates may only be waived with the consent of 100%
      of
      the affected Certificateholders and with the consent of any NIMS Insurer. Upon
      any such waiver of a past default, such default shall cease to exist, and any
      Event of Default arising therefrom shall be deemed to have been remedied for
      every purpose of this Agreement. No such waiver shall extend to any subsequent
      or other default or impair any right consequent thereon except to the extent
      expressly so waived.

     

     


    
      
        
        

      

      
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    Section
      6.17 Notification
      to Holders. 

     

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

     

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

     

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

     

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

     

    In
      the
      event that a Responsible Officer of the Trustee shall have actual knowledge
      of
      any action or inaction of the Master Servicer that would become an Event of
      Default upon the Master Servicer’s failure to remedy the same after notice, the
      Trustee shall give notice thereof to the Master Servicer, any NIMS Insurer
      and
      the Swap Counterparty. For all purposes of this Agreement, in the absence of
      actual knowledge by a Responsible Officer of the Trustee, the Trustee shall
      not
      be deemed to have knowledge of any failure of the Master Servicer or any other
      Event of Default unless notified in writing by the Depositor, the Master
      Servicer, the Swap Counterparty, the NIMS Insurer or the
      Certificateholders.

     

     


    
      
        
        

      

      
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    Section
      6.20 Preparation
      of Tax Returns and Other Reports. 

     

    (a) The
      Trustee shall prepare or cause to be prepared on behalf of the Trust Fund,
      based
      upon information calculated in accordance with this Agreement pursuant to
      instructions given by the Depositor, and the Trustee shall file federal tax
      returns, all in accordance with Article X hereof. The Trustee shall prepare
      and
      file required state income tax returns and such other returns as may be required
      by applicable law relating to the Trust Fund, and, if required by state law,
      and
      shall file any other documents to the extent required by applicable state tax
      law (to the extent such documents are in the Trustee’s possession). The Trustee
      shall forward copies to the Depositor of all such returns and Form 1099
      supplemental tax information and such other information within the Trustee’s
      control as the Depositor may reasonably request in writing and shall distribute
      to each Certificateholder such forms and furnish such information within the
      control of the Trustee as are required by the Code and the REMIC Provisions
      to
      be furnished to them, and will prepare and distribute to Certificateholders
      Form
      1099 (supplemental tax information) (or otherwise furnish information within
      the
      control of the Trustee) to the extent required by applicable law. The Master
      Servicer shall indemnify the Trustee for any liability of or assessment against
      the Trustee resulting from any error in any of such tax or information returns
      directly resulting from errors in the information provided by such Master
      Servicer.

     

    (b) The
      Trustee shall prepare and file with the Internal Revenue Service (“IRS”), on
      behalf of the Trust Fund and each of the REMICs specified in the Preliminary
      Statement, an application for an employer identification number on IRS Form
      SS-4
      or by any other acceptable method. The Trustee shall also file a Form 8811
      as
      required. The Trustee, upon receipt from the IRS of the Notice of Taxpayer
      Identification Number Assigned for each REMIC, shall upon request promptly
      forward a copy of such notice to the Master Servicer and the Depositor. The
      Trustee shall have no obligation to verify the information in any Form 8811
      or
      Form SS-4 filing.

     

    (c) The
      Depositor shall prepare or cause to be prepared the initial current report
      on
      Form 8-K. Thereafter, the Trustee shall, in accordance with industry standards
      and the rules of the Commission as in effect from time to time (the “Rules”),
      prepare and file with the Commission via the Electronic Data Gathering and
      Retrieval System (“EDGAR”), the reports listed in subsections (d) through (g) of
      this Section 6.20 in respect of the Trust Fund as and to the extent required
      under the Exchange Act.

     

    (d) Reports
      Filed on Form 10-D. 

     

    (i) Within
      15
      days after each Distribution Date (subject to permitted extensions under the
      Exchange Act), the Trustee shall prepare and file on behalf of the Trust Fund
      any Form 10-D required by the Exchange Act, in form and substance as required
      by
      the Exchange Act. The Trustee shall file each Form 10-D with a copy of the
      related Distribution Date Statement and a copy of each report made available
      by
      the Credit Risk Manager pursuant to Section 9.34 (provided each such report
      is
      made available to the Trustee in a format compatible with EDGAR filing
      requirements) attached thereto. Any disclosure in addition to the Distribution
      Date Statement that is required to be included on Form 10-D (“Additional Form
      10-D Disclosure”) shall be determined and prepared by and at the direction of
      the Depositor pursuant to the following paragraph and the Trustee will have
      no
      duty or liability for any failure hereunder to determine or prepare any
      Additional Form 10-D Disclosure, except as set forth in the next
      paragraph.

     


    
      
        
        

      

      
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    (ii) As
      set
      forth on Exhibit P-1 hereto, within five calendar days after the related
      Distribution Date, (A) certain parties to the Structured Asset Securities
      Corporation Mortgage Loan Trust 2007-BNC1 transaction shall be required to
      provide to the Depositor and the Trustee, to the extent known by a responsible
      officer thereof, in EDGAR-compatible form (which may be Word or Excel documents
      easily convertible to EDGAR format), or in such other form as otherwise agreed
      upon by the Trustee and such party, the form and substance of any Additional
      Form 10-D Disclosure, if applicable, and include with such Additional Form
      10-D
      Disclosure an Additional Disclosure Notification in the form attached hereto
      as
      Exhibit P-4 and (B) the Depositor will approve, as to form and substance, or
      disapprove, as the case may be, the inclusion of the Additional Form 10-D
      Disclosure on Form 10-D. The Sponsor will be responsible for any reasonable
      fees
      and expenses assessed or incurred by the Trustee in connection with including
      any Additional Form 10-D Disclosure on Form 10-D pursuant to this
      paragraph.

     

    (iii) After
      preparing the Form 10-D, the Trustee shall forward electronically a 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 the deadline for filing such report with
      the Commission, the Trustee will make available on its internet website a final
      executed copy of each Form 10-D prepared and filed by the Trustee. Each party
      to
      this Agreement acknowledges that the performance by the Trustee of its duties
      under this Section 6.20(d) related to the timely preparation and filing of
      Form
      10-D is contingent upon such parties strictly observing all applicable deadlines
      in the performance of their duties under this Section 6.20(d). The Trustee
      shall
      have no liability for any loss, expense, damage, claim arising out of or with
      respect to any failure to properly prepare and/or timely file such Form 10-D,
      where such failure results from the Trustee’s inability or failure to obtain or
      receive, on a timely basis, any information from any other party hereto needed
      to prepare, arrange for execution or file such Form 10-D, not resulting from
      its
      own negligence, bad faith or willful misconduct.

     

    (iv) 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.” The Depositor shall be deemed to
      represent to the Trustee that the Depositor has filed all such required reports
      during the preceding 12 months and that it has been subject to such filing
      requirement for the past 90 days. The Depositor shall notify the Trustee in
      writing, no later than the fifth calendar day after the related Distribution
      Date with respect to the filing of a report on Form 10-D if the answer to the
      questions should be “no.” The Trustee shall be entitled to rely on such
      representations in preparing, executing and/or filing any such
      report.

     


    
      
        
        

      

      
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    (e) Reports
      Filed on Form 10-K.

     

    (i) Unless
      and until a Form 15 suspension notice shall have been filed, within 90 days
      after the end of each fiscal year of the Trust Fund or such earlier date as
      may
      be required by the Exchange Act (the “10-K Filing Deadline”) (it being
      understood that the fiscal year for the Trust Fund ends on December
      31st
      of each
      year), commencing in March 2008, the Trustee shall prepare and file on behalf
      of
      the Trust Fund a Form 10-K, in form and substance as required by the Exchange
      Act. To facilitate the Trustee’s preparation of the Form 10-K, the Depositor
      shall provide to the Trustee, no later than 30 days prior to the 10-K Filing
      Deadline, a template of the Form 10-K in an Edgar compatible format. Each such
      Form 10-K shall include the following items, in each case to the extent they
      have been delivered to the Trustee within the applicable time frames set forth
      in this Agreement and in the related Servicing Agreements and the Custodial
      Agreement, (A) an annual compliance statement for each Servicer, each Additional
      Servicer and the Master Servicer, as described under Section 9.26 hereof and
      in
      each Servicing Agreement, (B)(I) the annual reports on assessment of compliance
      with servicing criteria for each Servicer, the Custodian, each Additional
      Servicer, the Master Servicer, the Credit Risk Manager, any Servicing Function
      Participant, the Paying Agent and the Trustee (each, a “Reporting Servicer”), as
      described under Section 9.25(a) hereof and in each Servicing Agreement and
      Custodial Agreement, and (II) if any Reporting Servicer’s report on assessment
      of compliance with servicing criteria described under Section 9.25(a) hereof
      or
      in each Servicing Agreement or Custodial Agreement identifies any material
      instance of noncompliance, disclosure identifying such instance of
      noncompliance, or if any Reporting Servicer’s report on assessment of compliance
      with servicing criteria described under Section 9.25(a) hereof or in any
      Servicing Agreement or Custodial Agreement is not included as an exhibit to
      such
      Form 10-K, disclosure that such report is not included and an explanation why
      such report is not included, (C)(I) the registered public accounting firm
      attestation report for each Reporting Servicer, as described under Section
      9.25(b) hereof and in each Servicing Agreement and Custodial Agreement and
      (II)
      if any registered public accounting firm attestation report described under
      Section 9.25(b) hereof or in any Servicing Agreement or Custodial Agreement
      identifies any material instance of noncompliance, disclosure identifying such
      instance of noncompliance, or if any such registered public accounting firm
      attestation report is not included as an exhibit to such Form 10-K, disclosure
      that such report is not included and an explanation why such report is not
      included, and (D) a Sarbanes-Oxley Certification. Any disclosure or information
      in addition to (A) through (D) above that is required to be included on Form
      10-K (“Additional Form 10-K Disclosure”) shall be determined and prepared by and
      at the direction of the Depositor pursuant to the following paragraph and the
      Trustee will have no duty or liability for any failure hereunder to determine
      or
      prepare any Additional Form 10-K Disclosure, except as set forth in the next
      paragraph. 

     


    
      
        
        

      

      
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    (ii) As
      set
      forth on Exhibit P-2 hereto, no later than March 15 of each year that the Trust
      Fund is subject to the Exchange Act reporting requirements, commencing in 2008,
      (A) certain parties to the Structured Asset Securities Corporation Mortgage
      Loan
      Trust 2007-BNC1 transaction shall be required to provide to the Depositor and
      the Trustee, to the extent known by a responsible officer thereof, in
      EDGAR-compatible form (which may be Word or Excel documents easily convertible
      to EDGAR format), or in such other form as otherwise agreed upon by the Trustee
      and such party, the form and substance of any Additional Form 10-K Disclosure,
      if applicable, and include with such Additional Form 10-K Disclosure, an
      Additional Disclosure Notification in the form attached hereto as Exhibit P-4
      and (B) the Depositor will approve, as to form and substance, or disapprove,
      as
      the case may be, the inclusion of the Additional Form 10-K Disclosure on Form
      10-K. The Trustee has no duty under this Agreement to monitor or enforce the
      performance by the parties listed on Exhibit P-2 of their duties under this
      paragraph or proactively solicit or procure from such parties any Form 10-K
      Disclosure Information. The Sponsor will be responsible for any reasonable
      fees
      and expenses assessed or incurred by the Trustee in connection with including
      any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph.
      

     

    (iii) After
      preparing the Form 10-K, the Trustee shall forward electronically a copy of
      the
      Form 10-K to the Exchange Act Signing Party for review and approval. If the
      Master Servicer is the Exchange Act Signing Party and the Form 10-K includes
      Additional Form 10-K Disclosure, then the Form 10-K shall also be electronically
      distributed to the Depositor for review and approval. No later than the close
      of
      business New York City time on the fourth Business Day prior to the 10-K Filing
      Deadline, a senior officer of the Exchange Act Signing Party shall sign the
      Form
      10-K and return an electronic or fax copy of such signed Form 10-K (with an
      original executed hard copy to follow by overnight mail) to the Trustee. If
      a
      Form 10-K cannot be filed on time or if a previously filed Form 10-K needs
      to be
      amended, the Trustee will follow the procedures set forth in subsection (g)
      of
      this Section 6.20. Promptly (but no later than one Business Day) after the
      deadline for filing such report with the Commission, the Trustee will make
      available on its internet website a final executed copy of each Form 10-K
      prepared and filed by the Trustee. The parties to this Agreement acknowledge
      that the performance by the Trustee of its duties under this Section 6.20(e)
      related to the timely preparation and filing of Form 10-K is contingent upon
      such parties (and any Additional Servicer or Servicing Function Participant)
      strictly observing all applicable deadlines in the performance of their duties
      under this Section 6.20(e), Section 9.25(a), Section 9.25(b) and Section 9.26.
      The Trustee shall have no liability for any loss, expense, damage, claim arising
      out of or with respect to any failure to properly prepare and/or timely file
      such Form 10-K, where such failure results from the Trustee’s inability or
      failure to obtain or receive, on a timely basis, any information from any other
      party hereto needed to prepare, arrange for execution or file such Form 10-K,
      not resulting from its own negligence, bad faith or willful
      misconduct.

     

    (iv) Each
      Form
      10-K shall include the Sarbanes-Oxley Certification. The Trustee, the Paying
      Agent and, if the Depositor is the Exchange Act Signing Party, the Master
      Servicer, shall, and the Trustee, the Paying Agent and the Master Servicer
      (if
      applicable) shall cause any Servicing Function Participant engaged by it to,
      provide to the Person who signs the Sarbanes-Oxley Certification (the
“Certifying Person”), by March 15 of each year in which the Trust Fund is
      subject to the reporting requirements of the Exchange Act (each, a “Back-Up
      Certification”), (x) in the case of the Master Servicer, in the form attached
      hereto as Exhibit Q-1, (y) in the case of the Trustee, the form attached hereto
      as Exhibit Q-2 and (z) in the case of the Paying Agent (if other than the
      Trustee), such other form as agreed to between the Paying Agent and the Exchange
      Act Signing Party, upon which the Certifying Person, the entity for which the
      Certifying Person acts as an officer, and such entity’s officers, directors and
      Affiliates (collectively with the Certifying Person, “Certification Parties”)
      can reasonably rely. The senior officer of the Exchange Act Signing Party shall
      serve as the Certifying Person on behalf of the Trust Fund. In the event the
      Master Servicer, the Trustee, the Paying Agent or any Servicing Function
      Participant engaged by such parties is terminated or resigns pursuant to the
      terms of this Agreement, such party or Servicing Function Participant shall
      provide a Back-Up Certification to the Certifying Person pursuant to this
      Section 6.20(e)(iv) with respect to the period of time it was subject to this
      Agreement.

     


    
      
        
        

      

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

     

    (vi) Form
      10-K
      requires the registrant to indicate (by checking "yes" or "no") that it “(1) has
      filed all reports required to be filed by Section 13 or 15(d) of the Exchange
      Act during the preceding 12 months (or for such shorter period that the
      registrant was required to file such reports), and (2) has been subject to
      such
      filing requirements for the past 90 days.” The Depositor shall be deemed to
      represent to the Trustee that the Depositor has filed all such required reports
      during the preceding 12 months and that it has been subject to such filing
      requirement for the past 90 days. The Depositor shall notify the Trustee in
      writing, no later than March 15th
      with
      respect to the filing of a report on Form 10-K, if the answer to the questions
      should be “no.” The Trustee shall be entitled to rely on such representations in
      preparing, executing and/or filing any such report.

     

    (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”) or such later date as may be
      required by the Commission, and if requested by the Depositor, the Trustee
      shall
      prepare and file on behalf of the Trust Fund any Form 8-K, as required by the
      Exchange Act; provided
      that the
      Depositor shall file the initial Form 8-K in connection with the issuance of
      the
      Certificates. Any disclosure or information related to a Reportable Event or
      that is otherwise required to be included on Form 8-K (“Form 8-K Disclosure
      Information”) shall be determined and prepared by and at the direction of the
      Depositor pursuant to the following paragraph and the Trustee will have no
      duty
      or liability for any failure hereunder to determine or prepare any Form 8-K
      Disclosure Information or any Form 8-K, except as set forth in the next
      paragraph. 

     


    
      
        
        

      

      
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    (ii) As
      set
      forth on Exhibit P-3 hereto, for so long as the Trust Fund is subject to the
      Exchange Act reporting requirements, no later than Noon New York City time
      on
      the second Business Day after the occurrence of a Reportable Event (A) certain
      parties to the Structured Asset Securities Corporation Mortgage Loan Trust
      2007-BNC1 transaction shall be required to provide to the Depositor and the
      Trustee, to the extent known by a responsible officer thereof, in
      EDGAR-compatible form (which may be Word or Excel documents easily convertible
      to EDGAR format), or in such other form as otherwise agreed upon by the Trustee
      and such party, the form and substance of any Form 8-K Disclosure Information,
      if applicable, and include with such Form 8-K Disclosure Information, an
      Additional Disclosure Notification in the form attached hereto as Exhibit P-4
      and (B) the Depositor will approve, as to form and substance, or disapprove,
      as
      the case may be, the inclusion of the Form 8-K Disclosure Information. The
      Trustee has no duty under this Agreement to monitor or enforce the performance
      by the parties listed on Exhibit P-3 of their duties under this paragraph or
      proactively solicit or procure from such parties any Form 8-K Disclosure
      Information. The Sponsor will be responsible for any reasonable fees and
      expenses assessed or incurred by the Trustee in connection with including any
      Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph.


     

    (iii) After
      preparing the Form 8-K, the Trustee shall forward electronically, no later
      than
      Noon New York City time on the third Business Day after the Reportable Event,
      a
      copy of the Form 8-K to the Exchange Act Signing Party for review and approval.
      If the Master Servicer is the Exchange Act Signing Party, then the Form 8-K
      shall also be electronically distributed to the Depositor for review and
      approval. No later than Noon New York City time on the fourth Business Day
      after
      the Reportable Event, a senior officer of the Exchange Act Signing Party shall
      sign the Form 8-K and return an electronic or fax copy of such signed Form
      8-K
      (with an original executed hard copy to follow by overnight mail) to the
      Trustee. If a Form 8-K cannot be filed on time or if a previously filed Form
      8-K
      needs to be amended, the Trustee will follow the procedures set forth in
      subsection (g) of this Section 6.20. Promptly (but no later than one Business
      Day) after the deadline for filing such report with the Commission, the Trustee
      will make available on its internet website a final executed copy of each Form
      8-K prepared and filed by it pursuant to this Section 6.20(f). The parties
      to
      this Agreement acknowledge that the performance by the Trustee of its duties
      under this Section 6.20(f) related to the timely preparation and filing of
      Form
      8-K is contingent upon such parties strictly observing all applicable deadlines
      in the performance of their duties under this Section 6.20(f). The Trustee
      shall
      have no liability for any loss, expense, damage or claim arising out of or
      with
      respect to any failure to properly prepare and/or timely file such Form 8-K,
      where such failure results from the Trustee’s inability or failure to obtain or
      receive, on a timely basis, any information from any other party hereto needed
      to prepare, arrange for execution or file such Form 8-K, not resulting from
      its
      own negligence, bad faith or willful misconduct. 

     


    
      
        
        

      

      
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    (g) Suspension
      of Reporting Obligations; Amendments; Late Filings.

     

    (i) On
      or
      before January 30 of the first year in which the Trustee is able to do so under
      applicable law, unless otherwise directed by the Depositor, the Trustee shall
      prepare and file a Form 15 relating to the automatic suspension of reporting
      in
      respect of the Trust Fund under the Exchange Act. The Paying Agent is entitled
      to assume that a Form 15 will be filed for such year unless the Trustee notifies
      the Paying Agent that a Form 15 will not be filed.

     

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

     

    (h) 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.
      

     

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

     

     


    
      
        
        

      

      
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    Section
      6.21 Reporting
      Requirements of the Commission.

     

    Each
      of
      the parties hereto acknowledges and agrees that the purpose of Sections 6.01
      and
      6.20 of this Agreement is to facilitate compliance by the Sponsor, the Master
      Servicer, the Depositor and the Trustee with the provisions of Regulation AB,
      as
      such may be amended or clarified from time to time. Therefore, each of the
      parties agrees that (a) the obligations of the parties hereunder shall be
      interpreted in such a manner as to accomplish compliance with Regulation AB,
      (b)
      the parties’ obligations hereunder will be supplemented and modified as
      necessary to be consistent with any such amendments, interpretive advice or
      guidance from the Commission, convention or consensus among active participants
      in the asset-backed securities markets, or otherwise in respect of the
      requirements of Regulation AB and (c) the parties shall comply with reasonable
      requests made by the Sponsor, the Master Servicer, the Depositor or the Trustee
      for delivery of additional or different information, to the extent such
      information is available or reasonably attainable, as the Sponsor, the Master
      Servicer, the Depositor or the Trustee may determine in good faith is necessary
      to comply with the provisions of Regulation AB.

     

    Section
      6.22 No
      Merger. 

     

    The
      Trustee shall not cause or otherwise knowingly permit the assets of the Trust
      Fund to be merged or consolidated with any other entity, except as a result
      of a
      final judicial determination.

     

    Section
      6.23 Indemnification
      by the Trustee.

     

    The
      Trustee agrees to indemnify the Depositor and the Master Servicer, and each
      of
      their respective directors, officers, employees and agents and the Trust Fund
      and hold each of them harmless from and against any losses, damages, penalties,
      fines, forfeitures, legal fees and expenses and related costs, judgments, and
      any other costs, fees and expenses that any of them may sustain arising out
      of
      or based upon the engagement of any Subcontractor in violation of Section
      6.01(l) or any failure by the Trustee to deliver any information, report,
      certification or other material when and as required under Sections 6.20 and
      9.25(a).

     

     

     


    
      
        
        

      

      
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    ARTICLE
      VII

     

    PURCHASE
      OF MORTGAGE LOANS AND

    TERMINATION
      OF THE TRUST FUND

     

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

     

    (a) The
      respective obligations and responsibilities of the Trustee and the Master
      Servicer created hereby (other than the obligation of the Trustee to make
      payments to Certificateholders and the Swap Counterparty as set forth in Section
      7.02, the obligation of the Master Servicer to make a final remittance to the
      Trustee pursuant to Section 4.01, and the obligations of the Master Servicer
      to
      the Trustee pursuant to Sections 9.10, 9.14 and 9.31) shall terminate on the
      earliest of (i) the final payment or other liquidation of the last Mortgage
      Loan
      remaining in the Trust Fund and the disposition of all REO Property, (ii) the
      sale of the property held by the Trust Fund in accordance with Section 7.01(b)
      and (iii) the Latest Possible Maturity Date (each, a “Trust Fund Termination
      Event”); provided,
      however,
      that in
      no event shall the Trust Fund created hereby continue beyond the expiration
      of
      21 years from the death of the last survivor of the descendants of Joseph P.
      Kennedy, the late Ambassador of the United States to the Court of St. James’s,
      living on the date hereof. Upon the occurrence of a Trust Fund Termination
      Event, each REMIC shall be terminated in a manner that shall qualify as a
“qualified liquidation” under the REMIC Provisions.

     

    (b) On
      any
      Distribution Date occurring on or after the Initial Optional Termination Date,
      the Master Servicer or LTURI-holder, as applicable, with the prior written
      consent of any NIMS Insurer and the Seller, which consent shall not be
      unreasonably withheld, has the option to cause the Trust Fund to adopt a plan
      of
      complete liquidation pursuant to Section 7.03(a)(i) hereof to sell all of its
      property (each such option, a “Call Option”); provided,
      however,
      that
      any purchase of the Trust Fund’s property on or before the Distribution Date
      that is one year after the Initial Optional Termination Date shall be made
      by
      the Bid Holder pursuant to Section 7.01(d) below. Upon exercise of such option,
      the property of the Trust Fund shall be sold to the Master Servicer at a price
      (the “Termination Price”) equal to the sum of (i) 100% of the unpaid principal
      balance of each Mortgage Loan on the day of such purchase plus interest accrued
      thereon at the applicable Mortgage Rate with respect to any Mortgage Loan to
      the
      Due Date in the Collection Period immediately preceding the related Distribution
      Date to the date of such repurchase, (ii) the fair market value of any REO
      Property and any other property held by any REMIC, such fair market value to
      be
      determined by an independent appraiser or appraisers mutually agreed upon by
      the
      Master Servicer, any NIMS Insurer and the Trustee (reduced, in the case of
      REO
      Property, by (1) reasonably anticipated disposition costs and (2) any amount
      by
      which the fair market value as so reduced exceeds the outstanding principal
      balance of the related Mortgage Loan plus interest accrued thereon at the
      applicable Net Mortgage Rate to the date of such purchase), (iii) any
      unreimbursed Servicing Advances and (iv) any Swap Termination Payment payable
      to
      the Swap Counterparty as a result of a termination pursuant to
      Section 7.01; provided,
      however,
      if
      there are any NIM Securities outstanding, the Master Servicer may only exercise
      its option after receiving the prior written consent of the holders of such
      NIM
      Securities and, if such consent is given, the Termination Price shall also
      include an amount equal to the sum of (1) any accrued interest on the NIM
      Securities, (2) the unpaid principal balance of any such NIM Securities and
      (3)
      any other reimbursable expenses owed by the issuer of the NIM Securities (the
      “NIM Redemption Amount”). The Master Servicer, each Servicer, the Trustee and
      the Custodian shall be reimbursed from the Termination Price for any Mortgage
      Loan or related REO Property for any Advances made or other amounts advanced
      with respect to the Mortgage Loans that are reimbursable to any such entity
      under this Agreement, the applicable Servicing Agreement or the Custodial
      Agreement, together with any accrued and unpaid compensation and any other
      amounts due to the Master Servicer or the Trustee hereunder or the Servicers
      or
      the Custodian. If the Master Servicer fails to exercise such option, the NIMS
      Insurer will have the right to cause the Master Servicer to exercise such
      option, to the extent provided in the insurance agreement related to the NIM
      Securities among the Master Servicer, the Trustee and the NIMS Insurer, so
      long
      as such NIMS Insurer is insuring the NIM Securities or is owed any amounts
      in
      connection with such guaranty of the NIM Securities. If the NIMS Insurer directs
      the Master Servicer to exercise its right to cause the Trust Fund to adopt
      a
      plan of complete liquidation as described above, then (i) the Master Servicer
      shall cause the Trust Fund to adopt a plan of complete liquidation as described
      above, (ii) the NIMS Insurer shall remit the Termination Price in immediately
      available funds to the Master Servicer at least three Business Days prior to
      the
      applicable Distribution Date and, upon receipt of such funds from the NIMS
      Insurer, the Master Servicer shall promptly deposit such funds in the Collection
      Account and (iii) upon termination of the Trust Fund, the Trustee will transfer
      the property of the Trust Fund to the NIMS Insurer. The NIMS Insurer shall
      be
      obligated to reimburse the Master Servicer and the Trustee for its reasonable
      out-of-pocket expenses incurred in connection with its termination of the Trust
      Fund at the direction of the NIMS Insurer and shall indemnify and hold harmless
      the Master Servicer and the Trustee for any losses, liabilities or expenses
      resulting from any claims arising out of or relating to the Master Servicer’s
      termination of the Trust Fund at the direction of the NIMS Insurer, except
      to
      the extent such losses, liabilities or expenses arise out of or result from
      the
      Master Servicer’s negligence, bad faith or willful misconduct.

     


    
      
        
        

      

      
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    (c) On
      any
      Distribution Date occurring on or after the Initial Optional Termination Date
      and provided
      there
      are no NIM Securities outstanding, the Master Servicer, with the prior written
      consent of the Seller, which consent shall not be unreasonably withheld, has
      the
      option (the “Regular Interest Purchase Option”) to purchase all of the Lower
      Tier REMIC 1 Uncertificated Regular Interests. Upon exercise of such option,
      the
      Lower Tier REMIC 1 Uncertificated Regular Interests shall be sold to the Master
      Servicer at a price (the “Lower Tier REMIC 1 Uncertificated Regular Interests
      Purchase Price”) equal to the sum of (i) 100% of the unpaid principal balance of
      each Mortgage Loan on the day of such purchase plus interest accrued thereon
      at
      the applicable Mortgage Rate with respect to any Mortgage Loan to the Due Date
      in the Collection Period immediately preceding the related Distribution Date
      to
      the date of such repurchase and (ii) the fair market value of any REO Property
      and any other property held by any REMIC, such fair market value to be
      determined by an independent appraiser or appraisers mutually agreed upon by
      the
      Master Servicer, any NIMS Insurer and the Trustee (reduced, in the case of
      REO
      Property, by (1) reasonably anticipated disposition costs and (2) any amount
      by
      which the fair market value as so reduced exceeds the outstanding principal
      balance of the related Mortgage Loan plus interest accrued thereon at the
      applicable Net Mortgage Rate to the date of such purchase). If the Master
      Servicer elects to exercise such option, each REMIC created pursuant to this
      Agreement (other than REMIC 1) shall be terminated in such a manner so that
      the
      termination of each such REMIC shall qualify as a “qualified liquidation” under
      the REMIC Provisions and the Lower Tier REMIC 1 Uncertificated Regular Interests
      and the Class LT-R Certificates will evidence the entire beneficial interest
      in
      the property of the Trust Fund. Following a purchase of the Lower Tier REMIC
      1
      Uncertificated Regular Interests pursuant to this subsection, the Trust Fund
      (and REMIC 1) will remain outstanding and final payment on the Certificates
      (other than the Class LT-R Certificates) will be made in accordance with
      Sections 7.03(a)(iii) and 5.02. The Trust Fund will terminate upon the
      occurrence of a Trust Fund Termination Event, in accordance with Section
      7.01(a).

     


    
      
        
        

      

      
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    (d) (i) Prior
      to
      exercising the Call Option pursuant to Section 7.01(b) or the Regular Interests
      Purchase Option pursuant to Section 7.01(c), the Master Servicer shall on the
      first Business Day of the month of the occurrence of the Initial Optional
      Termination Date, and for so long as the Master Servicer shall not have
      exercised the Call Option or the Regular Interests Purchase Option, on the
      first
      Business Day of each succeeding month (each, a “Bid Month”), the Master Servicer
      shall give written notice in the form attached hereto as Exhibit Y (the “Call
      Option Notice”) to each Call Option Holder.

     

    (ii) Not
      later
      than three (3) Business Days prior to the related Bid Due Date, the Master
      Servicer shall give written notice to each Call Option Holder of the Termination
      Price for the related Distribution Date. 

     

    (iii) Not
      later
      than the 15th day (or if such date is not a Business Day, the immediately
      succeeding Business Day) of each Bid Month (the “Bid Due Date”), if any Call
      Option Holder desires that the Master Servicer exercise the option to purchase
      the Mortgage Loans and certain other property of the Trust Fund, such Call
      Option Holder shall give written notice in the form attached hereto as Exhibit
      Z
      (the “Purchaser Call Option Notice”) to the Master Servicer, requesting that the
      Master Servicer exercise such option on behalf of such Call Option Holder.
      The
      Purchaser Call Option Notice shall include the amount to be paid by a Call
      Option Holder with respect to the proceeds or assets to be received by the
      Master Servicer for the Mortgage Loans and certain other property of the Trust
      Fund (the “Bid Price”); provided,
      that
      the Bid Price must be equal to or greater than the Termination
      Price.

     

    (iv) One
      (1)
      Business Day after the related Bid Due Date, the Master Servicer shall notify
      the Call Option Holder, if any, that has submitted the highest Bid Price (the
      “Bid Holder”) that such Bid Holder has the right to direct the Master Servicer
      to exercise the option to purchase the Mortgage Loans and certain other property
      of the Trust Fund. The Master Servicer shall thereafter notify any Call Option
      Holder that did not submit the highest Bid Price (or did not submit a Purchaser
      Call Option Notice) of the amount of the highest Bid Price. If two or more
      Call
      Option Holder shall have bid the same Bid Price, the Bid Holder shall be the
      Call Option Holder with the greater Percentage Interest in the NIM Residual
      Securities or Class X Certificates, as applicable. If the Master Servicer does
      not receive any Purchaser Call Option Notices by such Bid Due Date, or if no
      Purchaser Call Option Notice specifies a Bid Price equal to or greater than
      the
      Termination Price, then the Master Servicer shall not exercise the option to
      purchase the Mortgage Loans and certain other property of the Trust Fund on
      such
      Distribution Date (other than in accordance with clause (vii)
      below).

     


    
      
        
        

      

      
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    (v) Not
      later
      than three (3) Business Days immediately preceding the Distribution Date in
      the
      related Bid Month, the Bid Holder shall remit the Bid Price as specified in
      the
      Purchaser Call Option Notice to the Master Servicer, in immediately available
      funds. Upon receipt of such funds from the Bid Holder, the Master Servicer
      shall
      promptly deposit the Termination Price in the Collection Account for subsequent
      deposit in the Certificate Account in accordance with this Agreement. Any
      amounts received by the Master Servicer from the Bid Holder in excess of the
      Termination Price shall be remitted to the Trustee for distribution to the
      Call
      Option Holders. In no event shall any such excess be treated as being paid
      by
      any REMIC created hereby. 

     

    (vi) If
      the
      Bid Holder directs the Master Servicer to exercise the option to purchase the
      Mortgage Loans and certain other property of the Trust Fund, then the Master
      Servicer shall (i) cause the Trust Fund to adopt a plan of complete liquidation
      pursuant to Section 7.03(a)(i) hereof to sell all of its property and (ii)
      instruct the Trustee upon termination of the Trust Fund to transfer the property
      of the Trust Fund to the Bid Holder. The Bid Holder shall be obligated to
      reimburse the Master Servicer for its reasonable out-of-pocket expenses incurred
      in connection with its exercise of the option to purchase the Mortgage Loans
      and
      certain other property of the Trust Fund and to indemnify and hold harmless
      the
      Master Servicer for any losses, liabilities or expenses resulting from any
      claims directly resulting from or relating to the Master Servicer’s exercise of
      such option, except to the extent such losses, liabilities or expenses arise
      out
      of or result from the Master Servicer’s negligence, bad faith or willful
      misconduct. The terms of such expense reimbursement and the extent of such
      indemnity may be amended accordant to an agreement between the Master Servicer
      and the Bid Holder. 

     

    (vii) Commencing
      on the Distribution Date of the one year anniversary of the Initial Optional
      Termination Date, and on each Distribution Date thereafter, the Master Servicer
      shall have the right to exercise the Call Option or the Regular Interests
      Purchase Option. If the Master Servicer desires to exercise the Call Option
      or
      the Regular Interests Purchase Option, the Master Servicer shall notify the
      Call
      Option Holders pursuant to a Call Option Notice that it desires to exercise
      such
      Call Option or such Regular Interest Purchase Option, as applicable, on the
      immediately succeeding Distribution Date. If one or more Call Option Holders
      submit a Purchaser Call Option Notice on or before the immediately succeeding
      Bid Due Date, then, the Master Servicer shall follow the procedures set forth
      in
      clauses (iv) through (vi) above. However, if no Call Option Holder submits
      a
      Purchaser Call Option Notice on or before the immediately succeeding Bid Due
      Date, then, on the immediately succeeding Distribution Date, the Master Servicer
      may exercise the its right to purchase the Mortgage Loans and other property
      of
      the Trust Fund pursuant to Section 7.01(b) or the Lower Tier REMIC 1
      Uncertificated Regular Interests pursuant to Section 7.01(c).

     

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

     

    (a) Notice
      of
      any Trust Fund Termination Event and notice of the purchase of the Lower Tier
      REMIC 1 Uncertificated Regular Interests, specifying the Distribution Date
      upon
      which the final distribution to the Certificates (other than the Class LT-R
      Certificates, in the case of a purchase of the Lower Tier REMIC 1 Uncertificated
      Regular Interests) shall be made, shall be given by the Trustee by first class
      mail to Certificateholders and (if the Swap Agreement is still in force) the
      Swap Counterparty mailed promptly (and in no event later than five Business
      Days) (x) after the Trustee has received notice from the Master Servicer or
      the
      LTURI-holder, as applicable, of its election to cause (1) the sale of all of
      the
      property of the Trust Fund pursuant to Section 7.01(b) or (2) the purchase
      of
      the Lower Tier REMIC 1 Uncertificated Regular Interests pursuant to Section
      7.01(c), or (y) upon the final payment or other liquidation of the last Mortgage
      Loan or REO Property in the Trust Fund. In the case of a Trust Fund Termination
      Event, the Trustee shall also give notice to the Master Servicer, the Swap
      Counterparty and the Certificate Registrar at the time notice is given to
      Holders.

     


    
      
        
        

      

      
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    In
      the
      case of a Trust Fund Termination Event, such notice shall specify (A) the
      Distribution Date upon which final distribution on the Certificates or Lower
      Tier REMIC 1 Uncertificated Regular Interests of all amounts required to be
      distributed to Certificateholders pursuant to Section 5.02 will be made upon
      presentation and surrender of the Certificates at the Corporate Trust Office,
      and (B) that the Record Date otherwise applicable to such Distribution Date
      is
      not applicable, distribution being made only upon presentation and surrender
      of
      the Certificates at the office or agency of the Trustee therein specified.
      Upon
      any such Trust Fund Termination Event, the duties of the Certificate Registrar
      with respect to the Certificates or Lower Tier REMIC 1 Uncertificated Regular
      Interests shall terminate and the Trustee shall terminate or request the Master
      Servicer to terminate, the Collection Account it maintains, the Certificate
      Account and any other account or fund maintained with respect to the
      Certificates or Lower Tier REMIC 1 Uncertificated Regular Interests, subject
      to
      the Trustee’s obligation hereunder to hold all amounts payable to
      Certificateholders in trust without interest pending such payment. 

     

    In
      the
      case of a purchase of the Lower Tier REMIC 1 Uncertificated Regular Interests,
      such notice shall specify (A) the Distribution Date upon which final
      distribution on the Certificates (other than the Class LT-R Certificates) of
      all
      amounts required to be distributed to Certificateholders pursuant to Section
      5.02 (other than any distributions to the Class LT-R Certificates in respect
      of
      REMIC 1) will be made upon presentation and surrender of the Certificates (other
      than the Class LT-R Certificates) at the Corporate Trust Office, and (B) that
      the Record Date otherwise applicable to such Distribution Date is not
      applicable, distribution being made only upon presentation and surrender of
      the
      Certificates (other than the Class LT-R Certificates) at the office or agency
      of
      the Trustee therein specified. Upon any such purchase of the Lower Tier REMIC
      1
      Uncertificated Regular Interests, the duties of the Certificate Registrar with
      respect to the Certificates other than the Class LT-R Certificate shall
      terminate but the Trustee shall not terminate or request the Master Servicer
      to
      terminate, the Collection Account it maintains, the Certificate Account and
      any
      other account or fund maintained with respect to the Certificates, subject
      to
      the Trustee’s obligation hereunder to hold all amounts payable to
      Certificateholders in trust without interest pending such payment. For all
      Distribution Dates following the Distribution Date on which the Master Servicer
      purchases the Lower Tier REMIC 1 Uncertificated Regular Interests, all amounts
      that would be distributed on the Certificates (other than the Class LT-R
      Certificate and exclusive of amounts payable from any fund held outside of
      REMIC
      1) absent such purchase shall be payable to the LTURI-holder.

     


    
      
        
        

      

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

     

    (c) Any
      reasonable expenses incurred by the Trustee in connection with any Trust Fund
      Termination Event or any purchase of the Lower Tier REMIC 1 Uncertificated
      Regular Interests shall be reimbursed from proceeds received from such
      termination or purchase.

     

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

     

    (a) Any
      termination of the Trust Fund pursuant to Section 7.01(a) or any termination
      of
      a REMIC pursuant to Section 7.01(c) shall be effected in accordance with the
      following additional requirements, unless the Trustee seeks (at the request
      of
      the party exercising the option to purchase all of the Mortgage Loans or Lower
      Tier REMIC 1 Uncertificated Regular Interests pursuant to Section 7.01(b) or
      Section 7.01(c), respectively), and subsequently receives, an Opinion of Counsel
      (at the expense of such requesting party), addressed to the Trustee and any
      NIMS
      Insurer to the effect that the failure to comply with the requirements of this
      Section 7.03 will not result in an Adverse REMIC Event:

     

    (i) Within
      89
      days prior to the time of the making of the final payment on the Certificates
      (other than the Class LT-R Certificates, in the case of a purchase of the Lower
      Tier REMIC 1 Uncertificated Regular Interests, upon notification by the Master
      Servicer, any NIMS Insurer or an Affiliate of the Seller that it intends to
      exercise its option to cause the termination of the Trust Fund or purchase
      the
      Lower Tier REMIC 1 Uncertificated Regular Interests, the Trustee shall adopt
      a
      plan of complete liquidation on behalf of each REMIC (other than REMIC 1, in
      the
      case of a purchase of the Lower Tier REMIC 1 Uncertificated Regular Interests),
      meeting the requirements of a qualified liquidation under the REMIC
      Provisions;

     

    (ii) Any
      sale
      of the assets of the Trust Fund or the Lower Tier REMIC 1 Uncertificated Regular
      Interests pursuant to Section 7.02 shall be a sale for cash and shall occur
      at
      or after the time of adoption of such a plan of complete liquidation and prior
      to the time of making of the final payment on the Certificates (other than
      the
      Class LT-R Certificates, in the case of a purchase of the Lower Tier REMIC
      1
      Uncertificated Regular Interests);

     


    
      
        
        

      

      
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    (iii) On
      the
      date specified for final payment of the Certificates (other than the Class
      LT-R
      Certificates, in the case of a purchase of the Lower Tier REMIC 1 Uncertificated
      Regular Interests), the Trustee shall make final distributions of principal
      and
      interest on such Certificates and shall pay, in the case of a Trust Fund
      Termination Event, any Net Swap Payment owed to the Swap Counterparty then
      remaining unpaid and any Swap Termination Payment owed to the Swap Counterparty
      on the related Swap Payment Date (to the extent not paid on previous Swap
      Payment Dates) in accordance with Section 5.01 and Section 5.02. In the case
      of
      a Trust Fund Termination Event, and, after payment of, or provision for any
      outstanding expenses, the Trustee shall distribute or credit, or cause to be
      distributed or credited, to the Holders of the Residual Certificates all cash
      on
      hand after such final payment (other than cash retained to meet claims), and
      the
      Trust Fund (and each REMIC) shall terminate at that time; and

     

    (iv) In
      no
      event may the final payment on the Certificates or the final distribution or
      credit to the Holders of the Residual Certificates in respect of the residual
      interest in any liquidated REMIC be made after the 89th day from the date on
      which the plan of complete liquidation for such REMIC is adopted.

     

    (b) By
      its
      acceptance of a Residual Certificate, each Holder thereof hereby agrees to
      accept the plan of complete liquidation prepared by the Depositor and adopted
      by
      the Trustee under this Section and to take such other action in connection
      therewith as may be reasonably requested by the Master Servicer or any
      Servicer.

     

    (c) In
      connection with the termination of the Trust Fund, or a Section 7.01(c) Purchase
      Event, the Trustee may request an Opinion of Counsel addressed to the Trustee
      (at the expense of the Depositor) to the effect that all the requirements of
      a
      qualified liquidation under the REMIC Provisions have been met.

     

    Section
      7.04 Optional
      Repurchase Right.

     

    The
      NIMS
      Insurer, if any, may repurchase any Distressed Mortgage Loan for a purchase
      price equal to the outstanding principal balance of such Mortgage Loan, plus
      accrued interest thereon to the date of repurchase plus any unreimbursed
      Advances, Servicing Advances or Servicing Fees allocable to such Distressed
      Mortgage Loan. Any such repurchase shall be accomplished by the NIMS Insurer’s
      remittance of the purchase price for the Distressed Mortgage Loan to the Master
      Servicer for deposit into the Collection Account. The NIMS Insurer shall not
      use
      any procedure in selecting Distressed Mortgage Loans to be repurchased which
      would be materially adverse to Certificateholders.

     

    ARTICLE
      VIII

     


    RIGHTS
      OF
      CERTIFICATEHOLDERS

     

    Section
      8.01 Limitation
      on Rights of Holders. 

     

    (a) The
      death
      or incapacity of any Certificateholder shall not operate to terminate this
      Agreement or this Trust Fund, nor entitle such Certificateholder’s legal
      representatives or heirs to claim an accounting or take any action or proceeding
      in any court for a partition or winding up of this Trust Fund, nor otherwise
      affect the rights, obligations and liabilities of the parties hereto or any
      of
      them. Except as otherwise expressly provided herein, no Certificateholder,
      solely by virtue of its status as a Certificateholder, shall have any right
      to
      vote or in any manner otherwise control the Master Servicer or the operation
      and
      management of the Trust Fund, or the obligations of the parties hereto, nor
      shall anything herein set forth, or contained in the terms of the Certificates,
      be construed so as to constitute the Certificateholders from time to time as
      partners or members of an association, nor shall any Certificateholder be under
      any liability to any third person by reason of any action taken by the parties
      to this Agreement pursuant to any provision hereof.

     


    
      
        
        

      

      
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    (b) No
      Certificateholder, solely by virtue of its status as Certificateholder, shall
      have any right by virtue or by availing of any provision of this Agreement
      to
      institute any suit, action or proceeding in equity or at law upon or under
      or
      with respect to this Agreement, unless such Holder previously shall have given
      to the Trustee a written notice of an Event of Default and of the continuance
      thereof, as hereinbefore provided, and unless also the Holders of Certificates
      evidencing not less than 25% of the Class Principal Amount (or Percentage
      Interest) of Certificates of each Class affected thereby shall, with the prior
      written consent of any NIMS Insurer, have made written request upon the Trustee
      to institute such action, suit or proceeding in its own name as Trustee
      hereunder and shall have offered to the Trustee such reasonable indemnity as
      it
      may require against the cost, expenses and liabilities to be incurred therein
      or
      thereby, and the Trustee, for sixty days after its receipt of such notice,
      request and offer of indemnity, shall have neglected or refused to institute
      any
      such action, suit or proceeding and no direction inconsistent with such written
      request has been given the Trustee during such sixty-day period by such
      Certificateholders or any NIMS Insurer; it being understood and intended, and
      being expressly covenanted by each Certificateholder with every other
      Certificateholder, any NIMS Insurer and the Trustee, that no one or more Holders
      of Certificates shall have any right in any manner whatever by virtue or by
      availing of any provision of this Agreement to affect, disturb or prejudice
      the
      rights of the Holders of any other of such Certificates or the rights of any
      NIMS Insurer, or to obtain or seek to obtain priority over or preference to
      any
      other such Holder or any NIMS Insurer, or to enforce any right under this
      Agreement, except in the manner herein provided and for the benefit of all
      Certificateholders. For the protection and enforcement of the provisions of
      this
      Section, each and every Certificateholder, the NIMS Insurer and the Trustee
      shall be entitled to such relief as can be given either at law or in
      equity.

     

    Section
      8.02 Access
      to List of Holders. 

     

    (a) If
      the
      Trustee is not acting as Certificate Registrar, the Certificate Registrar will
      furnish or cause to be furnished to the Trustee and any NIMS Insurer, within
      fifteen days after receipt by the Certificate Registrar of a request by the
      Trustee or any NIMS Insurer in writing, a list, in such form as the Trustee
      may
      reasonably require, of the names and addresses of the Certificateholders of
      each
      Class as of the most recent Record Date.

     

    (b) If
      any
      NIMS Insurer or three or more Holders or Certificate Owners (hereinafter
      referred to as “Applicants”) apply in writing to the Trustee, and such
      application states that the Applicants desire to communicate with other Holders
      with respect to their rights under this Agreement or under the Certificates
      and
      is accompanied by a copy of the communication which such Applicants propose
      to
      transmit, then the Trustee shall, within five Business Days after the receipt
      of
      such application, afford such Applicants reasonable access during the normal
      business hours of the Trustee to the most recent list of Certificateholders
      held
      by the Trustee or shall, as an alternative, send, at the Applicants’ expense,
      the written communication proffered by the Applicants to all Certificateholders
      at their addresses as they appear in the Certificate Register.

     


    
      
        
        

      

      
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    (c) Every
      Holder or Certificate Owner, if the Holder is a Clearing Agency, by receiving
      and holding a Certificate, agrees with the Depositor, the Master Servicer,
      any
      NIMS Insurer, the Certificate Registrar and the Trustee that none of the
      Depositor, the Master Servicer, any NIMS Insurer, the Certificate Registrar,
      the
      Paying Agent or the Trustee shall be held accountable by reason of the
      disclosure of any such information as to the names and addresses of the
      Certificateholders hereunder, regardless of the source from which such
      information was derived.

     

    Section
      8.03 Acts
      of Holders of Certificates. 

     

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

     

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

     

    (c) The
      ownership of Certificates or Lower Tier REMIC 1 Uncertificated Regular Interests
      (whether or not such Certificates or Lower Tier REMIC 1 Uncertificated Regular
      Interests shall be overdue and notwithstanding any notation of ownership or
      other writing thereon made by anyone other than the Trustee) shall be proved
      by
      the Certificate Register, and none of the Trustee, the Master Servicer, the
      Paying Agent, the NIMS Insurer, or the Depositor shall be affected by any notice
      to the contrary.

     


    
      
        
        

      

      
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    (d) Any
      request, demand, authorization, direction, notice, consent, waiver or other
      action by the Holder of any Certificate or Lower Tier REMIC 1 Uncertificated
      Regular Interest shall bind every future Holder of the same Certificate or
      Lower
      Tier REMIC 1 Uncertificated Regular Interest and the Holder of every Certificate
      or Lower Tier REMIC 1 Uncertificated Regular Interest issued upon the
      registration of transfer thereof or in exchange therefor or in lieu thereof,
      in
      respect of anything done, omitted or suffered to be done by the Trustee or
      the
      Master Servicer in reliance thereon, whether or not notation of such action
      is
      made upon such Certificate or Lower Tier REMIC 1 Uncertificated Regular
      Interest.

     

    ARTICLE
      IX

     

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

     

    Section
      9.01 Duties
      of the Master Servicer. 

     

    The
      Certificateholders, by their purchase and acceptance of the Certificates or
      Lower Tier REMIC 1 Uncertificated Regular Interests, appoint Aurora Loan
      Services LLC, as Master Servicer. For and on behalf of the Depositor, the
      Trustee and the Certificateholders, the Master Servicer shall master service
      the
      Mortgage Loans in accordance with the provisions of this Agreement and the
      provisions of each Servicing Agreement. Notwithstanding anything in this
      Agreement, any Servicing Agreement or any Credit Risk Management Agreement
      to
      the contrary, the Master Servicer shall have no duty or obligation to enforce
      any Credit Risk Management Agreement or to supervise, monitor or oversee the
      activities of any Servicer under its Credit Risk Management Agreement with
      respect to any action taken or not taken by a Servicer at the direction of
      the
      Seller or pursuant to a recommendation of the Credit Risk Manager.

     

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

     

    (a) The
      Master Servicer, at its expense, shall maintain in effect a Master Servicer
      Fidelity Bond and a Master Servicer Errors and Omissions Insurance Policy,
      affording coverage with respect to all directors, officers, employees and other
      Persons acting on such Master Servicer’s behalf, and covering errors and
      omissions in the performance of the Master Servicer’s obligations hereunder. The
      Master Servicer Errors and Omissions Insurance Policy and the Master Servicer
      Fidelity Bond shall be in such form and amount that would be consistent with
      coverage customarily maintained by master servicers of mortgage loans similar
      to
      the Mortgage Loans and the Master Servicer shall provide the Trustee and any
      NIMS Insurer upon request, with a copy of such policy and fidelity bond. The
      Master Servicer shall (i) require 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.

     

     

    
      
        
        

      

      
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    (b) The
      Master Servicer shall promptly report to the Trustee and any NIMS Insurer any
      material changes that may occur in the Master Servicer Fidelity Bond or the
      Master Servicer Errors and Omissions Insurance Policy and shall furnish to
      the
      Trustee and any NIMS Insurer, on request, certificates evidencing that such
      bond
      and insurance policy are in full force and effect. The Master Servicer shall
      promptly report to the Trustee and any NIMS Insurer all cases of embezzlement
      or
      fraud, if such events involve funds relating to the Mortgage Loans. The total
      losses, regardless of whether claims are filed with the applicable insurer
      or
      surety, shall be disclosed in such reports together with the amount of such
      losses covered by insurance. If a bond or insurance claim report is filed with
      any of such bonding companies or insurers, the Master Servicer shall promptly
      furnish a copy of such report to the Trustee and any NIMS Insurer. Any amounts
      relating to the Mortgage Loans collected by the Master Servicer under any such
      bond or policy shall be promptly remitted by the Master Servicer to the Trustee
      for deposit into the Certificate Account. Any amounts relating to the Mortgage
      Loans collected by the applicable Servicer under any such bond or policy shall
      be remitted to the Master Servicer to the extent provided in the applicable
      Servicing Agreement.

     

    Section
      9.03 Master
      Servicer’s Financial Statements and Related Information. 

     

    For
      each
      year this Agreement is in effect, the Master Servicer shall submit to the
      Trustee, any NIMS Insurer, each Rating Agency and the Depositor a copy of the
      annual audited financial statements of its corporate parent on or prior to
      March
      31st of each year commencing on March 31, 2008. Such financial statements shall
      include comparative balance sheets, income statements, statement of changes
      in
      shareholder's equity, statements of cash flows, a consolidating schedule showing
      consolidated subsidiaries and any related notes required pursuant to generally
      accepted accounting principles, certified by a nationally recognized firm of
      Independent Accountants to the effect that such financial statements were
      examined and prepared in accordance with generally accepted accounting
      principles applied on a basis consistent with that of the preceding
      year.

     

    Section
      9.04 Power
      to Act; Procedures. 

     

    (a) The
      Master Servicer shall master service the Mortgage Loans and shall have full
      power and authority, subject to the REMIC Provisions and the provisions of
      Article X hereof, and 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 

     


    
      
        
        

      

      
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      interests
        of the Trust Fund or the Certificateholders in any Mortgage Loan or the rights
        and interests of the Depositor, the Trustee, the Certificateholders under
        this
        Agreement. The Master Servicer shall represent and protect the interests
        of the
        Trust Fund in the same manner as it protects its own interests in mortgage
        loans
        in its own portfolio in any claim, proceeding or litigation regarding a Mortgage
        Loan and shall not make or knowingly permit 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 furnish
        to
        the Master Servicer, upon request, with any powers of attorney 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 the Mortgage Loans and carry out its duties
        hereunder and to allow each Servicer to service the Mortgage Loans, in each
        case
        in accordance with Accepted Servicing Practices (and the Trustee shall have
        no
        liability for misuse of any such powers of attorney by the Master Servicer
        or
        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, (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 exercise the same care that it customarily employs and exercises
      in master servicing and administering loans for its own account, giving due
      consideration to Accepted Servicing Practices where such practices do not
      conflict with this Agreement. Consistent with the foregoing, the Master Servicer
      may, and may permit any Servicer to, in its discretion (i) waive any late
      payment charge (but not any Prepayment Premium, except as set forth below)
      and
      (ii) extend the due dates for payments due on a Mortgage Note; provided,
      however,
      that
      the maturity of any Mortgage Loan shall not be extended past the date on which
      the final payment is due on the latest maturing Mortgage Loan as of the Cut-off
      Date. In the event of any such modification, the Master Servicer shall make
      or
      cause such Servicer (if required by the applicable Servicing Agreement) to
      calculate the Scheduled Payment for such Mortgage Loan based on the modified
      terms of the Mortgage Loan and shall only be required to make Advances pursuant
      to Section 5.04 to the extent of the new Scheduled Payment. Notwithstanding
      anything to the contrary in this Agreement, the Master Servicer shall not make
      or knowingly permit any modification, waiver or amendment of any material term
      of any Mortgage Loan, unless: (1) such Mortgage Loan is in default or default
      by
      the related Mortgagor is, in the reasonable judgment of the Master Servicer
      or
      the related Servicer, reasonably foreseeable, (2) in the case of a waiver of
      a
      Prepayment Premium (a) such waiver would maximize recovery of total proceeds
      taking into account the value of such Prepayment Premium and the related
      Mortgage Loan, or (b) if the prepayment is not the result of a refinance by
      the
      related Servicer or any of its affiliates, (i) the collection of the Prepayment
      Premium would be in violation of applicable laws or (ii) the collection of
      such
      Prepayment Premium would be considered “predatory” pursuant to written guidance
      published or issued by any applicable federal, state or local regulatory
      authority acting in its official capacity and having jurisdiction over such
      matters and (3) such modification, waiver or amendment would not cause an
      Adverse REMIC Event.

     

    (c) As
      an
      alternative to permitting a modification or effectuating a foreclosure or other
      conversion of the ownership of a Mortgaged Property, the Master Servicer may,
      at
      its option, purchase any Mortgage Loan that has become one hundred and twenty
      (120) days or more delinquent in payment (including, for the avoidance of doubt,
      any Mortgage Loan with respect to which the related borrower is in Bankruptcy);
      provided,
      however,
      that
      (i) the Master Servicer promptly notifies the related Servicer of its intention
      to purchase any such delinquent Mortgage Loan prior to its purchase and (ii)
      that the Master Servicer shall exercise any such option to purchase a Mortgage
      Loan within sixty (60) days after any such Mortgage Loan has become one hundred
      and twenty (120) days delinquent. The price at which the Master Servicer shall
      purchase any such delinquent Mortgage Loan shall equal the Purchase Price and
      such amount shall be deposited into the Collection Account on the date of
      purchase pursuant to Section 4.01(d)(viii). Upon receipt by the Trustee of
      a
      written certification from the Master Servicer that the Master Servicer has
      exercised such option and deposited the full amount of the Purchase Price of
      the
      related Mortgage Loan in the Collection Account and delivery of a Request for
      Release of Documents (on the form attached hereto as Exhibit C or in the form
      attached to the Custodial Agreement), the Custodian shall release the related
      Mortgage File to or upon the order of the Master Servicer, and at the written
      requirement of the Master Servicer the Trustee shall execute and deliver such
      instruments of transfer or assignment, in each case without recourse,
      representation or warranty, as shall be necessary to vest title to such Mortgage
      Loan in the Master Servicer or its designee, which instruments shall be prepared
      by the Master Servicer.

     

     


    
      
        
        

      

      
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    Section
      9.05 Enforcement
      of Servicers’ 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 or (ii) cause a Servicer to take any
      action or refrain from taking any action if the related Servicing Agreement
      does
      not require such Servicer to take such action or refrain from taking such
      action; in both cases notwithstanding any provision of this Agreement that
      requires the Master Servicer to take such action or cause such Servicer to
      take
      such action.

     

    (c) The
      Master Servicer, for the benefit of the Trustee, any NIMS Insurer and the
      Certificateholders, shall enforce the obligations of each Servicer under the
      related Servicing Agreement, and shall, in the event that a Servicer fails
      to
      perform its obligations in accordance therewith, 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 the Servicing Agreements and the pursuit of other appropriate
      remedies, shall be in such form and carried out to such an extent and at such
      time as the Master Servicer, in its good faith business judgment, would require
      were it the owner of the related Mortgage Loans. The Master Servicer shall
      pay
      the costs of such enforcement at its own expense, and shall be reimbursed
      therefor initially (i) from a general recovery resulting from such enforcement
      only to the extent, if any, that such recovery exceeds all amounts due in
      respect of the related Mortgage Loans, (ii) from a specific recovery of costs,
      expenses or attorneys’ fees against the party against whom such enforcement is
      directed, and then, (iii) to the extent that such amounts are insufficient
      to
      reimburse the Master Servicer for the costs of such enforcement, from the
      Collection Account.

     

    (d) The
      Master Servicer shall be entitled to conclusively rely on any certifications
      or
      other information provided by a Servicer under the terms of the applicable
      Servicing Agreement or relating to Section 9.04(b) of this Agreement, in its
      preparation of any certifications, filings or reports, in accordance with the
      terms hereof or as may be required by applicable law or regulation.

     

     


    
      
        
        

      

      
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    Section
      9.06 Collection
      of Taxes, Assessments and Similar Items. 

     

    (a) To
      the
      extent provided in the applicable Servicing Agreement, the Master Servicer
      shall
      cause each Servicer to establish and maintain one or more custodial accounts
      at
      a depository institution (which may be a depository institution with which
      the
      Master Servicer or any Servicer establishes accounts in the ordinary course
      of
      its servicing activities), the accounts of which are insured to the maximum
      extent permitted by the FDIC (each, an “Escrow Account”) and to deposit therein
      any collections of amounts received with respect to amounts due for taxes,
      assessments, water rates, standard hazard insurance policy premiums, Payaheads,
      if applicable, or any comparable items for the account of the Mortgagors.
      Withdrawals from any Escrow Account may be made (to the extent amounts have
      been
      escrowed for such purpose) only in accordance with the applicable Servicing
      Agreement. Each Servicer shall be entitled to all investment income not required
      to be paid to Mortgagors on any Escrow Account maintained by such Servicer.
      The
      Master Servicer shall make (or cause to be made) to the extent provided in
      the
      applicable Servicing Agreement advances to the extent necessary in order to
      effect timely payment of taxes, water rates, assessments, standard hazard
      insurance policy premiums or comparable items in connection with the related
      Mortgage Loan (to the extent that the Mortgagor is required, but fails, to
      pay
      such items), provided
      that it
      or the applicable Servicer has determined that the funds so advanced are
      recoverable from escrow payments, reimbursement pursuant to Section 4.02 or
      otherwise.

     

    (b) Costs
      incurred by the Master Servicer or by any Servicer in effecting the timely
      payment of taxes and assessments on the properties subject to the Mortgage
      Loans
      may be added to the amount owing under the related Mortgage Note where the
      terms
      of the Mortgage Note so permit; provided,
      however,
      that
      the addition of any such cost shall not be taken into account for purposes
      of
      calculating the distributions to be made to Certificateholders. Such costs,
      to
      the extent that they are unanticipated, extraordinary costs, and not ordinary
      or
      routine costs shall be recoverable as a Servicing Advance by the Master Servicer
      pursuant to Section 4.02.

     

    Section
      9.07 Termination
      of Servicing Agreements; Successor Servicers. 

     

    (a) The
      Master Servicer shall be entitled to terminate the rights and obligations of
      any
      Servicer under the applicable Servicing Agreement in accordance with the terms
      and conditions of such Servicing Agreement and without any limitation by virtue
      of this Agreement other than seeking the NIMS Insurer’s consent to such
      termination; provided,
      however,
      that in
      the event of termination of any Servicing Agreement by the Master Servicer,
      the
      Master Servicer shall provide for the servicing of the Mortgage Loans by a
      successor Servicer to be appointed as provided in the applicable Servicing
      Agreement and with the consent of the NIMS Insurer.

     

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

     


    
      
        
        

      

      
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    (b) If
      the
      Master Servicer acts as a successor Servicer, it will not assume liability
      for
      the representations and warranties of a Servicer that it replaces. The Master
      Servicer shall use reasonable efforts to have the successor Servicer assume
      liability for the representations and warranties made by the terminated Servicer
      in the 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 make Advances as the Servicer under the related Servicing Agreement and
      to
      reimburse itself for unreimbursed Advances if required by the applicable
      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 related 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, the
      Trustee and the NIMS Insurer.

     

    Section
      9.08 Master
      Servicer Liable for Enforcement. 

     

    Notwithstanding
      any Servicing Agreement, the Master Servicer shall remain obligated and liable
      to the Trustee, any NIMS Insurer 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
      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 under this Agreement or otherwise to any party for the acts
      or
      omissions of any Servicer in the performance by such Servicer of its obligations
      under the related Servicing Agreement. The parties to this Agreement hereby
      agree and any third party beneficiaries to this Agreement shall be deemed to
      have agreed that, notwithstanding anything in this Agreement or any other
      agreement relating to the Mortgage Loans to the contrary, the Master Servicer
      shall not be under any liability under this Agreement or otherwise to any party
      for any acts or omissions of any Servicer or for information any Servicer has
      provided or has been required to provide to the Master Servicer relating to
      Section 9.04(b).

     

     


    
      
        
        

      

      
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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, 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
      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.

     

    Section
      9.11 Due-on-Sale
      Clauses; Assumption Agreements. 

     

    To
      the
      extent provided in the applicable Servicing Agreement, to the extent Mortgage
      Loans contain enforceable due-on-sale clauses, 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.

     

     


    
      
        
        

      

      
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    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 related Servicer to, promptly notify the Trustee (or the
      Custodian) by a certification (which certification shall include a statement
      to
      the effect that all amounts received in connection with such payment that are
      required to be deposited in the Collection Account maintained by the Master
      Servicer pursuant to Section 4.01 have been or will be so deposited) of a
      Servicing Officer and shall request (on the form attached hereto as Exhibit
      C or
      on the form attached to the Custodial Agreement) the Trustee or the Custodian,
      to deliver to the applicable Servicer the related Mortgage File. Upon receipt
      of
      such certification and request, the Trustee or the Custodian (with the consent,
      and at the direction of the Trustee), shall promptly release the related
      Mortgage File to the applicable Servicer and the Trustee shall have no further
      responsibility with regard to such Mortgage File. Upon any such payment in
      full,
      the Master Servicer is authorized, and 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.

     

    (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 Custodian, shall, upon request of
      the
      Master Servicer, or of a Servicer, and delivery to the Trustee or the Custodian,
      of a request for release of documents and a receipt signed by a Servicing
      Officer substantially in the form of Exhibit C, release the related Mortgage
      File held in its possession or control to the Master Servicer (or the applicable
      Servicer). Such receipt shall obligate the Master Servicer or the applicable
      Servicer to return the Mortgage File to the Trustee or the Custodian, as
      applicable, when the need therefor by the Master Servicer or the applicable
      Servicer no longer exists unless the Mortgage Loan shall be liquidated, in
      which
      case, upon receipt of a certificate of a Servicing Officer similar to that
      hereinabove specified, the receipt shall be released by the Trustee or the
      Custodian, as applicable, to the Master Servicer (or the applicable
      Servicer).

     

     


    
      
        
        

      

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

     

    (a) The
      Master Servicer shall transmit, or cause the applicable Servicer to transmit,
      to
      the Trustee 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 Custodian. Any funds received by the Master Servicer or by a Servicer
      in
      respect of any Mortgage Loan or which otherwise are collected by the Master
      Servicer or a Servicer as Liquidation Proceeds or Insurance Proceeds in respect
      of any Mortgage Loan shall be held for the benefit of the Trustee and the
      Certificateholders subject to the Master Servicer’s right to retain or withdraw
      from the Collection Account the Master Servicing Fee and other amounts provided
      in this Agreement and to the right of each Servicer to retain its Servicing
      Fee
      and other amounts as provided in the related Servicing Agreement. The Master
      Servicer shall, and shall (to the extent provided in the applicable Servicing
      Agreement) cause each Servicer to, provide access to information and
      documentation regarding the Mortgage Loans (i) to the Trustee, any NIMS Insurer,
      their respective agents and accountants at any time upon reasonable request
      and
      during normal business hours, and (ii) to Certificateholders that are savings
      and loan associations, banks or insurance companies, the Office of Thrift
      Supervision, the FDIC and the supervisory agents and examiners of such Office
      and Corporation or examiners of any other federal or state banking or insurance
      regulatory authority, in each case to the extent so required by applicable
      regulations of the Office of Thrift Supervision or such other regulatory
      authority, such access to be afforded without charge but only upon reasonable
      request in writing and during normal business hours at the offices of the Master
      Servicer designated by it. In fulfilling such a request the Master Servicer
      shall not be responsible for determining the sufficiency of such
      information.

     

    (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 the
      Custodian, all documents or instruments constituting part of the Mortgage Files,
      and such funds relating to the Mortgage Loans which come into the possession
      or
      custody of, or which are subject to the control of, the Master Servicer or
      any
      Servicer shall be held by the Master Servicer or such Servicer for and on behalf
      of the Trustee as the Trustee’s agent and bailee for purposes of perfecting the
      Trustee’s security interest therein as provided by the applicable Uniform
      Commercial Code or other applicable laws.

     


    
      
        
        

      

      
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    (d) The
      Master Servicer agrees that it shall not, and shall not authorize any Servicer
      to, create, incur or subject any Mortgage Loans, or any funds that are deposited
      in any Custodial Account, Escrow Account or the Collection Account, or any
      funds
      that otherwise are or may become due or payable to the Trustee, to any claim,
      lien, security interest, judgment, levy, writ of attachment or other
      encumbrance, nor assert by legal action or otherwise any claim or right of
      setoff against any Mortgage Loan or any funds collected on, or in connection
      with, a Mortgage Loan.

     

    Section
      9.14 Representations
      and Warranties of the Master Servicer. 

     

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

     

    (i) it
      is
      validly existing and in good standing under the laws of the state of its
      organization, and as Master Servicer has full power and authority to transact
      any and all business contemplated by this Agreement and to execute, deliver
      and
      comply with its obligations under the terms of this Agreement, the execution,
      delivery and performance of which have been duly authorized by all necessary
      company action on the part of the Master Servicer;

     

    (ii) the
      execution and delivery of this Agreement by the Master Servicer and its
      performance and compliance with the terms of this Agreement will not (A) violate
      the Master Servicer’s certificate of formation or limited liability company
      agreement, (B) violate any law or regulation or any administrative decree or
      order to which it is subject or (C) constitute a default (or an event which,
      with notice or lapse of time, or both, would constitute a default) under, or
      result in the breach of, any material contract, agreement or other instrument
      to
      which the Master Servicer is a party or by which it is bound or to which any
      of
      its assets are subject, which violation, default or breach would materially
      and
      adversely affect the Master Servicer’s ability to perform its obligations under
      this Agreement;

     

    (iii) this
      Agreement constitutes, assuming due authorization, execution and delivery hereof
      by the other respective parties hereto, a legal, valid and binding obligation
      of
      the Master Servicer, enforceable against it in accordance with the terms hereof,
      except as such enforcement may be limited by bankruptcy, insolvency,
      reorganization, moratorium and other laws affecting the enforcement of
      creditors’ rights in general, and by general equity principles (regardless of
      whether such enforcement is considered in a proceeding in equity or at
      law);

     


    
      
        
        

      

      
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    (iv) the
      Master Servicer is not in default with respect to any order or decree of any
      court or any order or regulation of any federal, state, municipal or
      governmental agency to the extent that any such default would materially and
      adversely affect its performance hereunder;

     

    (v) the
      Master Servicer is not a party to or bound by any agreement or instrument or
      subject to any certificate of formation or limited liability company agreement
      provision or any other company restriction or any judgment, order, writ,
      injunction, decree, law or regulation that may materially and adversely affect
      its ability as Master Servicer to perform its obligations under this Agreement
      or that requires the consent of any third person to the execution of this
      Agreement or the performance by the Master Servicer of its obligations under
      this Agreement; 

     

    (vi) no
      litigation is pending or, to the best of the Master Servicer’s knowledge,
      threatened against the Master Servicer which would prohibit its entering into
      this Agreement or performing its obligations under this Agreement;

     

    (vii) the
      Master Servicer, or an affiliate thereof the primary business of which is the
      servicing of conventional residential mortgage loans, is a Fannie Mae- or
      Freddie Mac-approved seller/servicer;

     

    (viii) no
      consent, approval, authorization or order of any court or governmental agency
      or
      body is required for the execution, delivery and performance by the Master
      Servicer of or compliance by the Master Servicer with this Agreement or the
      consummation of the transactions contemplated by this Agreement, except for
      such
      consents, approvals, authorizations and orders (if any) as have been
      obtained;

     

    (ix) the
      consummation of the transactions contemplated by this Agreement are in the
      ordinary course of business of the Master Servicer;

     

    (x) the
      Master Servicer has obtained an Errors and Omissions Insurance Policy and a
      Fidelity Bond in accordance with Section 9.02 each of which is in full force
      and
      effect, and each of which provides at least such coverage as is required
      hereunder; and

     

    (xi) the
      information about the Master Servicer under the heading “The Master Servicer” in
      the Offering Documents relating to the Master Servicer does not include an
      untrue statement of a material fact and does not omit to state a material fact,
      with respect to the statements made, necessary in order to make the statements
      in light of the circumstances under which they were made not
      misleading.

     

    (b) It
      is
      understood and agreed that the representations and warranties set forth in
      this
      Section 9.14 shall survive the execution and delivery of this Agreement. The
      Master Servicer shall indemnify the Depositor, the Trustee and any NIMS Insurer
      and hold them harmless against any loss, damages, penalties, fines, forfeitures,
      legal fees and related costs, judgments, and other costs and expenses resulting
      from any claim, demand, defense or assertion based on or grounded upon, or
      resulting from, a breach of the Master Servicer’s representations and warranties
      contained in Section 9.14(a). It is understood and agreed that the enforcement
      of the obligation of the Master Servicer set forth in this Section to indemnify
      the Depositor, the Trustee and any NIMS Insurer as provided in this Section
      constitutes the sole remedy (other than as set forth in Section 6.14) of the
      Depositor, the Trustee and any NIMS Insurer, respecting a breach of the
      foregoing representations and warranties. Such indemnification shall survive
      any
      termination of the Master Servicer as Master Servicer hereunder, and any
      termination of this Agreement.

     


    
      
        
        

      

      
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    Any
      cause
      of action against the Master Servicer relating to or arising out of the breach
      of any representations and warranties made in this Section shall accrue upon
      discovery of such breach by any of the Depositor, the Master Servicer, the
      Trustee or any NIMS Insurer or notice thereof by any one of such parties to
      the
      other parties. 

     

    (c) It
      is
      understood and agreed that the representations and warranties of the Depositor
      set forth in Sections 2.03(a)(i) through (vi) shall survive the execution and
      delivery of this Agreement. The Depositor shall indemnify the Master Servicer
      and hold it harmless against any loss, damages, penalties, fines, forfeitures,
      legal fees and related costs, judgments, and other costs and expenses resulting
      from any claim, demand, defense or assertion based on or grounded upon, or
      resulting from, a breach of the Depositor’s representations and warranties
      contained in Sections 2.03(a)(i) through (vi) hereof. It is understood and
      agreed that the enforcement of the obligation of the Depositor set forth in
      this
      Section to indemnify the Master Servicer as provided in this Section constitutes
      the sole remedy hereunder of the Master Servicer respecting a breach by the
      Depositor of the representations and warranties in Sections 2.03(a)(i) through
      (vi) hereof.

     

    (d) Any
      cause
      of action against the Master Servicer relating to or arising out of the breach
      of any representations and warranties made in this Section shall accrue upon
      discovery of such breach by either the Depositor, the Master Servicer, the
      Trustee or any NIMS Insurer or notice thereof by any one of such parties to
      the
      other parties. Notwithstanding anything in this Agreement to the contrary,
      the
      Master Servicer shall not be liable for special, indirect or consequential
      losses or damages of any kind whatsoever (including, but not limited to, lost
      profits); provided,
      however,
      that
      this Subsection 9.14(d) shall not apply in connection with any failure by the
      Master Servicer to comply with the provisions of Sections 9.25 and 9.26
      hereof.

     

    Section
      9.15 Opinion. 

     

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

     

    Section
      9.16 Standard
      Hazard and Flood Insurance Policies. 

     

    For
      each
      Mortgage Loan (other than a Cooperative Loan), the Master Servicer shall
      maintain, or cause to be maintained by 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.

     


    
      
        
        

      

      
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    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
      and the Certificateholders all claims under the Insurance Policies with respect
      to the Mortgage Loans, and take such actions (including the negotiation,
      settlement, compromise or enforcement of the insured’s claim) as shall be
      necessary to realize recovery under such policies. Any proceeds disbursed to
      the
      Master Servicer (or disbursed to a Servicer and remitted to the Master Servicer)
      in respect of such policies or bonds shall be promptly deposited in the
      Collection Account or the Custodial Account upon receipt, except that any
      amounts realized that are to be applied to the repair or restoration of the
      related Mortgaged Property as a condition requisite to the presentation of
      claims on the related Mortgage Loan to the insurer under any applicable
      Insurance Policy need not be so deposited (or remitted).

     

    Section
      9.18 [Reserved].

     

    Section
      9.19 Trustee
      To Retain Possession of Certain Documents. 

     

    Until
      all
      amounts distributable in respect of the Certificates have been distributed
      in
      full and the Master Servicer otherwise has fulfilled its obligations under
      this
      Agreement, the Trustee (or the Custodian) shall retain possession and custody
      of
      each Mortgage File in accordance with and subject to the terms and conditions
      of
      this Agreement. The Master Servicer shall promptly deliver or cause each
      Servicer to deliver to the Trustee (or the Custodian), upon the execution or
      receipt thereof the originals of such documents or instruments that constitute
      portions of the Mortgage File that come into the possession of the Master
      Servicer or any Servicer from time to time.

     

     


    
      
        
        

      

      
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    Section
      9.20 [Reserved].

     

    Section
      9.21 Compensation
      to the Master Servicer. 

     

    The
      Master Servicer shall be entitled to withdraw from the Collection Account,
      subject to Section 5.05, the Master Servicing Fee to the extent permitted by
      Section 4.02. Servicing compensation in the form of assumption fees, if any,
      late payment charges, as collected, if any, or otherwise (but not including
      any
      Prepayment Premium) shall be retained by the Master Servicer (or the 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.

     

    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 sell, 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.

     


    
      
        
        

      

      
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    (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 on the next succeeding Master Servicer Remittance
      Date to the Trustee for deposit into the Certificate Account.

     

    Section
      9.23 Notices
      to the Depositor and the Trustee.

     

    (a) The
      Master Servicer shall promptly notify the Trustee, the Sponsor and the Depositor
      (i) of any legal proceedings pending against the Master Servicer of the type
      described in Item 1117 (§ 229.1117) of Regulation AB and (ii) if the Master
      Servicer shall become (but only to the extent not previously disclosed to the
      Master Servicer and the Depositor) at any time an affiliate of any of the
      parties listed on Exhibit V to this Agreement. On or before March 1st of each
      year, the Depositor shall distribute the information in Exhibit V hereto to
      the
      Master Servicer.

     

    (b) Not
      later
      than three Business Days prior to the Distribution Date of each month, the
      Master Servicer shall provide to the Trustee, the Sponsor and the Depositor
      notice of the occurrence of any material modifications, extensions or waivers
      of
      terms, fees, penalties or payments relating to the Mortgage Loans during the
      related Collection Period or that have cumulatively become material over time
      (Item 1121(a)(11) of Regulation AB) along with all information, data, and
      materials related thereto as may be required to be included in the related
      Distribution Report on Form 10-D. The parties to this Agreement acknowledge
      that
      the performance by the Master Servicer of its duties under this Section 9.23(b)
      related to the timely preparation and delivery of such information is contingent
      upon each applicable Servicer strictly observing all requirements and deadlines
      in the performance of their duties under their related Servicing Agreements.
      The
      Master Servicer shall have no liability for any loss, expense, damage or claim
      arising out of or with respect to any failure to properly prepare and/or timely
      deliver all such information where such failure results from the Master
      Servicer’s inability or failure to obtain or receive, on a timely basis, any
      information from any Servicer needed to prepare or deliver such information,
      which failure does not result from the Master Servicer’s own negligence, bad
      faith or willful misconduct.

     

    Section
      9.24 Reports
      to the Trustee. 

     

    (a) Not
      later
      than 30 days after each Distribution Date, the Master Servicer shall, upon
      request, forward to the Trustee a statement, deemed to have been certified
      by a
      Servicing Officer, setting forth the status of the Collection Account maintained
      by the Master Servicer as of the close of business on the related Distribution
      Date, indicating that all distributions required by this Agreement to be made
      by
      the Master Servicer have been made (or if any required distribution has not
      been
      made by the Master Servicer, specifying the nature and status thereof) and
      showing, for the period covered by such statement, the aggregate of deposits
      into and withdrawals from the Collection Account maintained by the Master
      Servicer. Copies of such statement shall be provided by the Master Servicer,
      upon request, to the Depositor, Attention: Contract Finance, any NIMS Insurer
      and any Certificateholders (or by the Trustee at the Master Servicer’s expense
      if the Master Servicer shall fail to provide such copies to the
      Certificateholders (unless (i) the Master Servicer shall have failed to provide
      the Trustee with such statement or (ii) the Trustee shall be unaware of the
      Master Servicer’s failure to provide such statement)).

     


    
      
        
        

      

      
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    (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 on information supplied to the Master Servicer by
      the
      Servicers without independent verification thereof and the Master Servicer
      shall
      be entitled to rely on such information.

     

    Section
      9.25 Assessment
      of Compliance and Attestation Reports. 

     

    (a) Assessment
      of Compliance

     

    (i) By
      March
      15 of each year, commencing in March 2008, the Master Servicer, the Credit
      Risk
      Manager and the Paying Agent (if other than the Trustee), each at its own
      expense, shall furnish, and each such party shall cause any Servicing Function
      Participant engaged by it to furnish, each at its own expense, to the Sponsor,
      the Depositor, the Master Servicer and the Trustee, a report on an assessment
      of
      compliance with the Relevant Servicing Criteria that contains (A) a statement
      by
      such party of its responsibility for assessing compliance with the Relevant
      Servicing Criteria, (B) a statement that such party used the Servicing Criteria
      to assess compliance with the Relevant Servicing Criteria, (C) such party’s
      assessment of compliance with the Relevant Servicing Criteria as of and for
      the
      fiscal year covered by the Form 10-K required to be filed pursuant to Section
      6.20(e), including, if there has been any material instance of noncompliance
      with the Relevant Servicing Criteria, a discussion of each such failure and
      the
      nature and status thereof, and (D) a statement that a registered public
      accounting firm has issued an attestation report on such party’s assessment of
      compliance with the Relevant Servicing Criteria as of and for such period.
      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.

     

    (ii) When
      the
      Master Servicer, the Credit Risk Manager, the Paying Agent (if other than the
      Trustee) and the Trustee (or any Servicing Function Participant engaged by
      it)
      submit their assessments to the Trustee, such parties will also at such time
      include the assessment (and attestation pursuant to subsection (b) of this
      Section 9.25) of each Servicing Function Participant engaged by it and shall
      indicate to the Trustee what Relevant Servicing Criteria will be addressed
      in
      any such reports prepared by any such Servicing Function
      Participant.

     


    
      
        
        

      

      
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    (iii) Promptly
      after receipt of each report on assessment of compliance, the Trustee shall
      confirm that the assessments, taken as a whole, address all Relevant Servicing
      Criteria and taken individually address the Relevant Servicing Criteria (and
      disclose the inapplicability of the Servicing Criteria not determined to be
      Relevant Criteria) for each party as set forth on Exhibit S and on any similar
      exhibit set forth in each Servicing Agreement in respect of each Servicer,
      and
      the Custodial Agreement in respect of the Custodian, and shall notify the
      Depositor of any exceptions.

     

    (b) Attestation
      Reports

     

    (i) By
      March
      15 of each year, commencing in March 2008, the Master Servicer, the Credit
      Risk
      Manager, the Paying Agent (if other than the Trustee) and the Trustee, each
      at
      its own expense, shall cause, and each such party shall cause any Servicing
      Function Participant engaged by it to cause, each at its own expense, a
      registered public accounting firm (which may also render other services to
      the
      Master Servicer, the Credit Risk Manager, the Paying Agent and the Trustee,
      as
      the case may be) that is a member of the American Institute of Certified Public
      Accountants to furnish a report to the Sponsor, the Depositor, the Master
      Servicer and the Trustee, 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. 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.

     

    (ii) Promptly
      after receipt of such report from the Master Servicer, the Credit Risk Manager,
      the Paying Agent (if other than the Trustee), the Trustee or any Servicing
      Function Participant engaged by such parties, the Trustee shall confirm that
      each assessment submitted pursuant subsection (a) of this Section 9.25 is
      coupled with an attestation meeting the requirements of this Section and notify
      the Depositor of any exceptions.

     

    (c) The
      Master Servicer’s, Trustee’s and Paying Agent’s obligation to provide
      assessments of compliance and attestations under this Section 9.25 shall
      terminate upon the filing of a Form 15 suspension notice on behalf of the Trust
      Fund. 

     

    Section
      9.26 Annual
      Statement of Compliance with Relevant Servicing Criteria. 

     

    The
      Master Servicer shall deliver (and the Master Servicer shall cause any
      Additional Servicer engaged by it to deliver) to the Sponsor, the Depositor
      and
      the Trustee on or before March 15 of each year, commencing in March 2008, an
      Officer’s Certificate stating, as to the signer thereof, that (A) a review of
      such party’s activities during the preceding calendar year or portion thereof
      and of such party’s performance under this Agreement, or such other applicable
      agreement in the case of an Additional Servicer, has been made under such
      officer’s supervision and (B) to the best of such officer’s knowledge, based on
      such review, such party has fulfilled all its obligations under this Agreement,
      or such other applicable agreement in the case of an Additional Servicer, in
      all
      material respects throughout such year or portion thereof, or, if there has
      been
      a failure to fulfill any such obligation in any material respect, specifying
      each such failure known to such officer and the nature and status
      thereof.

     

     


    
      
        
        

      

      
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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 and 9.29 hereof, the Master Servicer shall
      not resign from the obligations and duties hereby imposed on it unless it
      determines that the Master Servicer’s duties hereunder are no longer permissible
      under applicable law or are in material conflict by reason of applicable law
      with any other activities carried on by it and cannot be cured. Any such
      determination permitting the resignation of the Master Servicer shall be
      evidenced by an Opinion of Counsel that shall be Independent to such effect
      delivered to the Trustee and any NIMS Insurer. No such resignation shall become
      effective until a period of time not to exceed 90 days after the Trustee
      receives written notice thereof from the Master Servicer and until the Trustee
      shall have assumed, or a successor master servicer acceptable to any NIMS
      Insurer and the Trustee shall have been appointed by the Trustee and until
      such
      successor shall have assumed, the Master Servicer’s responsibilities and
      obligations under this Agreement. Notice of such resignation shall be given
      promptly by the Master Servicer and the Depositor to the Trustee and any NIMS
      Insurer.

     

    Section
      9.29 Assignment
      or Delegation of Duties by the Master Servicer. 

     

    (a) Except
      as
      expressly provided herein, the Master Servicer shall not assign or transfer
      any
      of its rights, benefits or privileges hereunder to any other Person, or delegate
      to or subcontract with, or authorize or appoint any Subservicer, Subcontractor
      or other Person to perform any of the duties, covenants or obligations to be
      performed by the Master Servicer hereunder; provided,
      however,
      that
      the Master Servicer shall have the right without the prior written consent
      of
      the Trustee, any NIMS Insurer or the Depositor to delegate or assign to or
      subcontract with or authorize or appoint an Affiliate of the Master Servicer
      to
      perform and carry out any duties, covenants or obligations to be performed
      and
      carried out by the Master Servicer hereunder. In no case, however, shall any
      such delegation, subcontracting or assignment to an Affiliate of the Master
      Servicer relieve the Master Servicer of any liability hereunder. Notice of
      such
      permitted assignment, and the name of any such affiliated Subcontractor or
      Subservicer shall be given promptly by the Master Servicer to the Depositor,
      the
      Trustee and any NIMS Insurer. If, pursuant to any provision hereof, the duties
      of the Master Servicer are transferred to a successor master servicer, the
      entire amount of the Master Servicing Fees and other compensation payable to
      the
      Master Servicer pursuant hereto, including amounts payable to or permitted
      to be
      retained or withdrawn by the Master Servicer pursuant to Section 9.21 hereof,
      shall thereafter be payable to such successor master servicer.

     


    
      
        
        

      

      
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    (b) Notwithstanding
      the foregoing, for so long as reports are required to be filed with the
      Commission under the Exchange Act with respect to the Trust, the Master Servicer
      shall not utilize any Subcontractor for the performance of its duties hereunder
      if such Subcontractor would be “participating in the servicing function” within
      the meaning of Item 1122 of Regulation AB without (a) giving notice to the
      Trustee and the Depositor and (b) requiring any such Subcontractor to provide
      to
      the Master Servicer an attestation report as provided for in Section 9.25 and
      an
      assessment report as provided in Section 9.26, which reports the Master Servicer
      shall include in its attestation and assessment reports. 

     

    Section
      9.30 Limitation
      on Liability of the Master Servicer and Others. 

     

    (a) The
      Master Servicer undertakes to perform such duties and only such duties as are
      specifically set forth in this Agreement. 

     

    (b) No
      provision of this Agreement shall be construed to relieve the Master Servicer
      from liability for its own negligent action, its own negligent failure to act
      or
      its own willful misconduct; provided,
      however,
      that
      the duties and obligations of the Master Servicer shall be determined solely
      by
      the express provisions of this Agreement, the Master Servicer shall not be
      liable except for the performance of such duties and obligations as are
      specifically set forth in this Agreement; no implied covenants or obligations
      shall be read into this Agreement against the Master Servicer and, in absence
      of
      bad faith on the part of the Master Servicer, the Master Servicer may
      conclusively rely, as to the truth of the statements and the correctness of
      the
      opinions expressed therein, upon any certificates or opinions furnished to
      the
      Master Servicer and conforming to the requirements of this
      Agreement.

     

    (c) None
      of
      the Master Servicer, the Seller or the Depositor or any of the directors,
      officers, employees or agents of any of them shall be under any liability to
      the
      Trustee or the Certificateholders for any action taken or for refraining from
      the taking of any action in good faith pursuant to this Agreement, or for errors
      in judgment; provided,
      however,
      that
      this provision shall not protect the Master Servicer, the Seller or the
      Depositor or any such person against any liability that would otherwise be
      imposed by reason of willful misfeasance, bad faith or negligence in its
      performance of its duties or by reason of reckless disregard for its obligations
      and duties under this Agreement. The Master Servicer and any director, officer,
      employee or agent of any of them shall be entitled to indemnification by the
      Trust Fund and will be held harmless against any loss, liability or expense
      incurred in connection with any legal action relating to this Agreement or
      the
      Certificates other than any loss, liability or expense incurred by reason of
      willful misfeasance, bad faith or negligence in the performance of its duties
      hereunder or by reason of reckless disregard of his or its obligations and
      duties hereunder. The Master Servicer, the Seller and the Depositor and any
      director, officer, employee or agent of any of them may rely in good faith
      on
      any document of any kind prima facie properly executed and submitted by any
      Person respecting any matters arising hereunder. The Master Servicer, the Seller
      and the Depositor shall be under no obligation to appear in, prosecute or defend
      any legal action that is not incidental to its duties to master service the
      Mortgage Loans in accordance with this Agreement and that in its opinion may
      involve it in any expenses or liability; provided,
      however,
      that
      the Master Servicer may in its sole discretion undertake any such action that
      it
      may deem necessary or desirable in respect to this Agreement and the rights
      and
      duties of the parties hereto and the interests of the Certificateholders
      hereunder. In such event, the legal expenses and costs of such action and any
      liability resulting therefrom shall be expenses, costs and liabilities of the
      Trust Fund and the Master Servicer shall be entitled to be reimbursed therefor
      out of the Collection Account it maintains as provided by Section
      4.02.

     


    
      
        
        

      

      
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    The
      Master Servicer shall not be liable for any acts or omissions of any Servicer.
      In particular, the Master Servicer shall not be liable for any course of action
      taken by the Servicers with respect to loss mitigation of defaulted Mortgage
      Loans at the direction of the Credit Risk Manager or the Seller pursuant to
      any
      Credit Risk Management Agreement. Further, the Master Servicer shall not be
      liable for performance by any Servicer under any Credit Risk Management
      Agreement. The Master Servicer shall not be liable under this Agreement or
      any
      other agreement relating to the Mortgage Loans or the Certificates, including
      with respect to any third-party beneficiaries thereof, for any losses,
      liabilities or expenses incurred in connection with any action taken, suffered
      or omitted to be taken by the Master Servicer in accordance with the direction
      of any NIMS Insurer, other than for any losses, liabilities or expenses
      resulting from the negligence or willful misconduct of the Master
      Servicer.

     

    Section
      9.31 Indemnification;
      Third-Party Claims. 

     

    The
      Master Servicer agrees to indemnify the Depositor, the Sponsor, the Trustee
      (including in its capacity as Certificate Registrar and the Paying Agent) and
      any NIMS Insurer and their respective officers, directors, agents, employees
      and
      affiliates, and hold each of them harmless against any and all claims, losses,
      penalties, fines, forfeitures, reasonable legal fees and related costs,
      judgments, and any other costs, liability, fees and expenses that the Depositor,
      the Sponsor, the Trustee or any NIMS Insurer may sustain arising out of or
      based
      upon (a) any material breach by the Master Servicer of any if its obligations
      hereunder, including particularly its obligations to provide any reports under
      Section 9.25(a), Section 9.25(b) or Section 9.26 or any information, data or
      materials required to be included in any Exchange Act report, provided,
      however,
      that in
      no event shall the Master Servicer be liable for any special, consequential,
      indirect or punitive damages pursuant to this Section 9.31, even if advised
      of
      the possibility of such damages, (b) any material misstatement or omission
      in
      any information, data or materials provided by the Master Servicer, or (c)
      the
      negligence, bad faith or willful misconduct of the Master Servicer in connection
      with its performance hereunder. The Depositor, the Sponsor, the Trustee and
      any
      NIMS Insurer shall immediately notify the Master Servicer if a claim is made
      by
      a third party with respect to this Agreement or the Mortgage Loans entitling
      the
      Depositor, the Sponsor, the Trustee or any NIMS Insurer to indemnification
      hereunder, whereupon the Master Servicer shall assume the defense of any such
      claim and pay all expenses in connection therewith, including counsel fees,
      and
      promptly pay, discharge and satisfy any judgment or decree which may be entered
      against it or them in respect of such claim. This indemnification shall survive
      the termination of this Agreement or the termination of the Master Servicer
      as a
      party to this Agreement.

     

     


    
      
        
        

      

      
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    Section
      9.32 Special
      Servicing of Delinquent Mortgage Loans. 

     

    If
      permitted under the terms of the applicable Servicing Agreement, the Seller
      may
      appoint, pursuant to the terms of the applicable Servicing Agreement and with
      the written consent of the Depositor, the Master Servicer, the Trustee and
      any
      NIMS Insurer, a special servicer to special service any Distressed Mortgage
      Loans. Any applicable termination fee related to the termination of the related
      Servicer and the appointment of any special servicer shall be paid by the Seller
      from its own funds, without right of reimbursement from the Trust Fund. Any
      fees
      paid to any such special servicer shall not exceed the Servicing Fee
      Rate.

     

    Section
      9.33 Alternative
      Index. 

     

    In
      the
      event that the Index for any Mortgage Loan, as specified in the related Mortgage
      Note, becomes unavailable for any reason, the Master Servicer shall select
      an
      alternative index, which in all cases shall be an index that constitutes a
      qualified rate on a regular interest under the REMIC Provisions, in accordance
      with the terms of such Mortgage Note or, if such Mortgage Note does not make
      provision for the selection of an alternative index in such event, the Master
      Servicer shall, subject to applicable law, select an alternative index based
      on
      information comparable to that used in connection with the original Index and,
      in either case, such alternative index shall thereafter be the Index for such
      Mortgage Loan.

     

    Section
      9.34 Duties
      of the Credit Risk Manager. 

     

    (a) The
      Certificateholders, by their purchase and acceptance of the Certificates,
      appoint Clayton Fixed Income Services Inc., as Credit Risk Manager. For and
      on
      behalf of the Depositor, the Credit Risk Manager will provide reports and
      recommendations concerning certain delinquent and defaulted Mortgage Loans,
      and
      as to the collection of any Prepayment Premiums with respect to the Mortgage
      Loans. Such reports and recommendations will be based upon information provided
      pursuant to the Credit Risk Management Agreements to the Credit Risk Manager
      by
      the Servicers. The Credit Risk Manager shall look solely to the Servicers for
      all information and data (including loss and delinquency information and data)
      and loan level information and data relating to the servicing of the Mortgage
      Loans and the Trustee shall not have any obligation to provide any such
      information to the Credit Risk Manager and shall not otherwise have any
      responsibility under the Credit Risk Management Agreements.

     

    (b) On
      or
      about the 15th calendar day of each month, the Credit Risk Manager shall have
      prepared and shall make available to any NIMS Insurer, the Trustee, the Swap
      Counterparty and each Certificateholder, the following reports (each such report
      to be made in a format compatible with EDGAR filing requirements):

     

    (i) Watchlist
      Report:
      A
      listing of individual Mortgage Loans that are of concern to the Credit Risk
      Manager. Each Watchlist Report shall contain a listing of Mortgage Loans in
      any
      delinquency status, including current and paid-off loans, and may contain the
      comments of the Credit Risk Manager in its sole discretion. The Watchlist Report
      shall be presented in substantially the same format attached hereto as Exhibit
      R-1;

     


    
      
        
        

      

      
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    (ii) Loss
      Severity Report:
      A
      compilation and summary of all losses, indicating the loan loss severity for
      each Mortgage Pool. Each Loss Severity Report shall include detail of all losses
      reported by a Servicer or the Master Servicer as Realized Losses, except those
      for which a Servicer or the Master Servicer has not provided detail adequate
      for
      reporting purposes. The Loss Severity Report shall be presented in substantially
      the same format attached hereto as Exhibit R-2;

     

    (iii) [reserved];

     

    (iv) Prepayment
      Premiums Report:
      A
      summary of Prepayment Premiums assessed or waived by each Servicer. The
      Prepayment Premiums Report shall be presented in substantially the same format
      attached hereto as Exhibit R-4; and

     

    (v) Analytics
      Report:
      Analytics Reports shall include statistical and/or graphical portrayals
      of:

     

    (A) Delinquency
      Trend:
      The
      delinquency trend, over time, of the Mortgage Loans;

     

    (B) Prepayment
      Analysis:
      The
      constant prepayment rate “CPR” experience of the Mortgage Loans;
      and

     

    (C) Standard
      Default Assumption:
      The
      Standard Default Assumption experience of the Mortgage Loans.

     

    The
      Analytics Report shall be presented in substantially the same format attached
      hereto as Exhibit R-5.

     

    The
      Credit Risk Manager shall make such reports and any additional information
      reasonably requested by the Depositor available each month to
      Certificateholders, the Trustee, any NIMS Insurer and the Rating Agencies via
      the Credit Risk Manager’s internet website. The Credit Risk Manager’s internet
      website shall initially be located at https://reports.clayton.com.
      The
      user name for access to the website shall be the Certificateholder’s e-mail
      address and the password shall be “SASCO 2007-BNC1.” The Trustee shall not have
      any obligation to review such reports or otherwise monitor or supervise the
      activities of the Credit Risk Manager.

     

    (c) [Reserved].

     

    (d) The
      Credit Risk Manager shall reasonably cooperate with the Depositor and the
      Exchange Act Signing Party in connection with the Trust Fund’s satisfying the
      reporting requirements under the Exchange Act with respect to reports prepared
      by the Credit Risk Manager.

     

    (e) The
      Credit Risk Manager has not and shall not engage any Subcontractor without
      (a)
      giving notice to the Sponsor, the Trustee, the Master Servicer and the Depositor
      and (b) requiring any such Subcontractor to provide to the Credit Risk Manager
      an assessment report as provided for in Section 9.25(a) above and an attestation
      report as provided in Section 9.25(b) above, which reports the Credit Risk
      Manager shall include in its assessment and attestation reports.

     


    
      
        
        

      

      
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    (f) By
      March
      15 of each year (or if such day is not a Business Day, the immediately preceding
      Business Day), the Credit Risk Manager shall deliver a signed certification,
      in
      the form attached hereto as Exhibit U (the “Credit Risk Manager Certification”),
      for the benefit of the Depositor, the Sponsor, the Master Servicer and the
      Trustee and for the benefit of the Person(s) signing the Form 10-K
      Certification; provided
      (i) that
      the Credit Risk Manager Certification shall be so provided by March 15 of such
      year only to the extent that the Depositor delivers a draft (without exhibits)
      of the applicable Annual Report on Form 10-K to the Credit Risk Manager by
      the
      fifth Business Day in March of such year and (ii) in the event that the
      Depositor delivers the draft Form 10-K referred to in clause (i) after the
      fifth
      Business Day in March of such year, the Credit Risk Manager shall deliver the
      Credit Risk Manager Certification as soon as practicable but no later than
      five
      calendar days of delivery to the Credit Risk Manager of such draft Form
      10-K.

     

    (g) In
      the
      event that prior to the filing date of the Form 10-K in March of each year,
      the
      Credit Risk Manager has knowledge or information material to the Credit Risk
      Manager Certification, the Credit Risk Manager shall promptly notify the
      Depositor and the Trustee, in writing. 

     

    Section
      9.35 Limitation
      Upon Liability of the Credit Risk Manager. 

     

    Except
      as
      provided pursuant to Section 9.36 of this Agreement, neither the Credit Risk
      Manager, nor any of the directors, officers, employees or agents of the Credit
      Risk Manager, shall be under any liability to the Trustee, the
      Certificateholders or the Depositor for any action taken or for refraining
      from
      the taking of any action in good faith pursuant to this Agreement, in reliance
      upon information provided by the Servicers under the Credit Risk Management
      Agreements or for errors in judgment; provided,
      however,
      that
      this provision shall not protect the Credit Risk Manager or any such person
      against liability that would otherwise be imposed by reason of willful
      malfeasance, bad faith or gross negligence in its performance of its duties
      or
      by reason of reckless disregard for its obligations and duties under this
      Agreement or the Credit Risk Management Agreements. The Credit Risk Manager
      and
      any director, officer, employee or agent of the Credit Risk Manager may rely
      in
      good faith on any document of any kind prima facie properly executed and
      submitted by any Person respecting any matters arising hereunder, and may rely
      in good faith upon the accuracy of information furnished by the Servicers
      pursuant to the Credit Risk Management Agreements in the performance of its
      duties thereunder and hereunder.

     

    Section
      9.36 Indemnification
      by the Credit Risk Manager. 

     

    The
      Credit Risk Manager agrees to indemnify the Depositor, the Master Servicer
      and
      the Trustee, and each of their respective directors, officers, employees and
      agents and the Trust Fund and hold each of them harmless from and against any
      losses, damages, penalties, fines, forfeitures, legal fees and expenses and
      related costs, judgments, and any other costs, fees and expenses that any of
      them may sustain arising out of or based upon the engagement of any
      Subcontractor in violation of Section 9.34(e) or any failure by the Credit
      Risk
      Manager to deliver any information, report, certification, accountants’ letter
      or other material when and as required under this Agreement, including any
      report under Sections 9.25(a) or (b).

     

     


    
      
        
        

      

      
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    Section
      9.37 Removal
      of Credit Risk Manager.

     

    The
      Credit Risk Manager may be removed as Credit Risk Manager by Certificateholders
      holding not less than a 66-2/3% Voting Interests in the Trust, in the exercise
      of its or their sole discretion, at any time, without cause, upon ten (10)
      days
      prior written notice. The Certificateholders shall provide such written notice
      to the Trustee and upon receipt of such notice, the Trustee shall provide
      written notice to the Credit Risk Manager of its removal, effective upon receipt
      of such notice.

     

    ARTICLE
      X

     

    REMIC
      ADMINISTRATION

     

    Section
      10.01 REMIC
      Administration.

     

    (a) REMIC
      elections as set forth in the Preliminary Statement shall be made on Forms
      1066
      or other appropriate federal tax or information return for the taxable year
      ending on the last day of the calendar year in which the Certificates are
      issued. The regular interests and residual interest in each REMIC shall be
      as
      designated in the Preliminary Statement. For purposes of such designations,
      the
      interest rate of any regular interest that is computed by taking into account
      the weighted average of the Net Mortgage Rates of the Mortgage Loans shall
      be
      reduced by the amount of any expense paid by the Trust to the extent that (i)
      such expense was not taken into account in computing the Net Mortgage Rate
      of
      any Mortgage Loan, (ii) such expense does not constitute an “unanticipated
      expense” of a REMIC within the meaning of Treasury Regulation Section
      1.860G-1(b)(3)(ii) and (iii) the amount of such expense was not taken into
      account in computing the interest rate of a more junior Class of regular
      interests.

     

    (b) The
      Closing Date is hereby designated as the “Startup Day” of each REMIC within the
      meaning of section 860G(a)(9) of the Code. The latest possible maturity date
      for
      purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible
      Maturity Date.

     

    (c) The
      Trustee shall represent the Trust Fund in any administrative or judicial
      proceeding relating to an examination or audit by any governmental taxing
      authority with respect thereto. The Trustee shall pay any and all tax related
      expenses (not including taxes) of each REMIC, including but not limited to
      any
      professional fees or expenses related to audits or any administrative or
      judicial proceedings with respect to such REMIC that involve the Internal
      Revenue Service or state tax authorities, but only to the extent that (i) such
      expenses are ordinary or routine expenses, including expenses of a routine
      audit
      but not expenses of litigation (except as described in (ii)); or (ii) such
      expenses or liabilities (including taxes and penalties) are attributable to
      the
      negligence or willful misconduct of the Trustee in fulfilling its duties
      hereunder (including its duties as tax return preparer). The Trustee shall
      be
      entitled to reimbursement of expenses to the extent provided in clause (i)
      above
      from the Certificate Account, provided,
      however,
      the
      Trustee shall not be entitled to reimbursement for expenses incurred in
      connection with the preparation of tax returns and other reports as required
      by
      Section 6.20 and this Section.

     


    
      
        
        

      

      
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    (d) The
      Trustee shall prepare, sign and file, all of each REMIC’s federal and applicable
      state tax and information returns as such REMIC’s direct representative. As used
      herein, applicable state tax and information returns shall mean returns as
      may
      be required by the laws of any state the applicability of which to the Trust
      Fund shall have been confirmed to the Trustee in writing either by the delivery
      to the Trustee of an Opinion of Counsel to such effect, or by delivery to the
      Trustee of a written notification to such effect by the taxing authority of
      such
      state. The expenses of preparing and filing such returns shall be borne by
      the
      Trustee.

     

    (e) The
      Trustee or its designee shall perform on behalf of each REMIC all reporting
      and
      other tax compliance duties that are the responsibility of such REMIC under
      the
      Code, the REMIC Provisions, or other compliance guidance issued by the Internal
      Revenue Service or any state or local taxing authority. Among its other duties,
      if required by the Code, the REMIC Provisions, or other such guidance, the
      Trustee shall provide (i) to the Treasury or other governmental authority such
      information as is necessary for the application of any tax relating to the
      transfer of a Residual Certificate to any disqualified person or organization
      pursuant to Treasury Regulation 1.860E-2(a)(5) and any person designated in
      Section 860E(e)(3) of the Code and (ii) to the Certificateholders such
      information or reports as are required by the Code or REMIC
      Provisions.

     

    The
      Trustee shall be entitled to receive reasonable compensation from the Trust
      for
      the performance of its duties under this subsection (e); provided,
      however,
      that
      such compensation shall not exceed $5,000 per year; provided,
      further,
      that
      after a Section 7.01(c) Purchase Event, any expenses incurred by the Trustee
      in
      connection with such Section 7.01(c) Purchase Event shall be reimbursed to
      the
      Trustee, regardless of the limitation set forth above, in accordance with
      Section 4.04(b).

     

    (f) The
      Trustee, the Master Servicer and the Holders of Certificates shall take any
      action within their respective control and scope of duties, or cause any REMIC
      to take any action necessary to create or maintain the status of any REMIC
      as a
      REMIC under the REMIC Provisions and shall assist each other as necessary to
      create or maintain such status. None of the Trustee, the Master Servicer or
      the
      Holder of any Residual Certificate shall knowingly take any action, within
      its
      respective control, cause any REMIC to take any action or fail to take (or
      fail
      to cause to be taken) any action within its respective control and scope of
      duties, that, under the REMIC Provisions, if taken or not taken, as the case
      may
      be, could result in an Adverse REMIC Event unless the Trustee, any NIMS Insurer
      and the Master Servicer have received an Opinion of Counsel addressed to the
      Trustee (at the expense of the party seeking to take such action) to the effect
      that the contemplated action will not result in an Adverse REMIC Event. In
      addition, prior to taking any action with respect to any REMIC or the assets
      therein, or causing any REMIC to take any action, which is not expressly
      permitted under the terms of this Agreement, any Holder of a Residual
      Certificate will consult with the Trustee, the Master Servicer, any NIMS Insurer
      or their respective designees, in writing, with respect to whether such action
      could cause an Adverse REMIC Event to occur with respect to any REMIC, and
      no
      such Person shall take any such action or cause any REMIC to take any such
      action as to which the Trustee, the Master Servicer or any NIMS Insurer has
      advised it in writing that an Adverse REMIC Event could occur.

     


    
      
        
        

      

      
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    (g) Each
      Holder of a Residual Certificate shall pay when due any and all taxes imposed
      on
      the related REMIC by federal or state governmental authorities. To the extent
      that such taxes are not paid by a Residual Certificateholder, the Trustee shall
      pay any remaining REMIC taxes out of current or future amounts otherwise
      distributable to the Holder of the Residual Certificate in any such REMIC or,
      if
      no such amounts are available, out of other amounts held in the Certificate
      Account, and shall reduce amounts otherwise payable to holders of regular
      interests in any such REMIC, as the case may be.

     

    (h) The
      Trustee shall, for federal income tax purposes, maintain books and records
      with
      respect to each REMIC on a calendar year and on an accrual basis.

     

    (i) No
      additional contributions of assets shall be made to any REMIC, except as
      expressly provided in this Agreement.

     

    (j) Neither
      the Trustee nor the Master Servicer shall enter into any arrangement by which
      any REMIC will receive a fee or other compensation for services.

     

    (k) On
      or
      before October 15 of each calendar year beginning in 2008, the Trustee shall
      deliver to any NIMS Insurer an Officer’s Certificate stating, without regard to
      any actions taken by any party other than the Trustee, the Trustee’s compliance
      with provisions of this Section 10.01. 

     

    (l) The
      Trustee shall treat each of the Basis Risk Reserve Fund and the Supplemental
      Interest Trust (exclusive of the Collateral Account) as an outside reserve
      fund
      within the meaning of Treasury Regulation Section 1.860G-2(h) that is owned
      by
      the Holders of the Class X Certificates and that is not an asset of any REMIC
      and all amounts deposited into the Basis Risk Reserve Fund or the Supplemental
      Interest Trust shall be treated as amounts distributed to the Class X
      Certificateholders. The Trustee shall treat the Collateral Account as an outside
      reserve fund that is owned by the Swap Counterparty.

     

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

     

    (n) The
      Trustee shall treat the beneficial owners of Certificates (other than the Class
      P, Class X, Class LT-R and Class R Certificates) as having entered into a
      notional principal contract with the beneficial owners of the Class X
      Certificates. Pursuant to each such notional principal contract, all beneficial
      owners of LIBOR Certificates shall be treated as having agreed to pay, on each
      Distribution Date, to the beneficial owners of the Class X Certificates an
      aggregate amount equal to the excess, if any, of (i) the amount payable on
      such
      Distribution Date on the interest in the Upper Tier REMIC corresponding to
      such
      Class of Certificates over
      (ii) the
      amount payable on such Class of Certificates on such Distribution Date (such
      excess, a “Class I Shortfall”). A Class I Shortfall payable from interest
      collections shall be allocated to each Class of Certificates to the extent
      that
      interest accrued on such Class for the related Accrual Period at the Certificate
      Interest Rate for a Class, computed by substituting “REMIC 3 Net Funds Cap” for
      the applicable “Net Funds Cap” in the definition thereof, exceeds the amount of
      interest accrued for the related Accrual Period based on the applicable Net
      Funds Cap, and a Class I Shortfall payable from principal collections shall
      be
      allocated to the most subordinate Class of Certificates with an outstanding
      principal balance to the extent of such balance. In addition, pursuant to such
      notional principal contract, the beneficial owner of the Class X Certificates
      shall be treated as having agreed to pay Basis Risk Shortfalls and Unpaid Basis
      Risk Shortfalls to the Owners of the LIBOR Certificates in accordance with
      the
      terms of this Agreement. Any payments to the Certificates in light of the
      foregoing shall not be payments with respect to a “regular interest” in a REMIC
      within the meaning of Code Section 860G(a)(1). However, any payment from the
      Certificates of a Class I Shortfall shall be treated for tax purposes as having
      been received by the beneficial owners of such Certificates in respect of their
      Interests in the Upper Tier REMIC and as having been paid by such beneficial
      owners to the Supplemental Interest Trust pursuant to the notional principal
      contract. Thus, each Certificate (other than a Class P, Class R and Class LT-R
      Certificates) shall be treated as representing not only ownership of regular
      interests in the Upper Tier REMIC, but also ownership of an interest in (and
      obligations with respect to) a notional principal contract. For tax purposes,
      the notional principal contract shall be deemed to have a value in favor of
      the
      Certificates entitled to receive Basis Risk Shortfalls and Unpaid Basis Risk
      Shortfalls of $37,325 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. 

     

    Neither
      the Depositor, the Master Servicer nor the Trustee shall sell, dispose of,
      or
      substitute for any of the Mortgage Loans, except in a disposition pursuant
      to
      (i) the foreclosure of a Mortgage Loan, (ii) the bankruptcy of the Trust Fund,
      (iii) the termination of each REMIC pursuant to Article VII of this Agreement,
      (iv) a substitution pursuant to Article II of this Agreement or (v) a repurchase
      of Mortgage Loans pursuant to Article II of this Agreement, nor acquire any
      assets for any REMIC, nor sell or dispose of any investments in the Certificate
      Account for gain, nor accept any contributions to any REMIC after the Closing
      Date, unless the Trustee and any NIMS Insurer has received an Opinion of Counsel
      addressed to the Trustee (at the expense of the party causing such sale,
      disposition, or substitution) that such disposition, acquisition, substitution,
      or acceptance will not (a) result in an Adverse REMIC Event, (b) affect the
      distribution of interest or principal on the Certificates or (c) result in
      the
      encumbrance of the assets transferred or assigned to the Trust Fund (except
      pursuant to the provisions of this Agreement).

     

     


    
      
        
        

      

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

     

    Upon
      the
      occurrence of an Adverse REMIC Event due to the negligent performance by the
      Trustee of its duties and obligations set forth herein, the Trustee, including
      in its individual capacity, shall indemnify any NIMS Insurer, the Holder of
      the
      related Residual Certificate or the Trust Fund, as applicable, against any
      and
      all losses, claims, damages, liabilities or expenses (“Losses”) resulting from
      such negligence; provided,
      however,
      that
      the Trustee shall not be liable for any such Losses attributable to the action
      or inaction of the Master Servicer, the Depositor, the Class X
      Certificateholders or the Holder of such Residual Certificate, as applicable,
      nor for any such Losses resulting from misinformation provided by the Holder
      of
      such Residual Certificate on which the Trustee has relied. The foregoing shall
      not be deemed to limit or restrict the rights and remedies of the Holder of
      such
      Residual Certificate now or hereafter existing at law or in equity.
      Notwithstanding the foregoing, however, in no event shall the Trustee have
      any
      liability (1) for any action or omission that is taken in accordance with and
      in
      compliance with the express terms of, or which is expressly permitted by the
      terms of, this Agreement or 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) even if the Trustee has been advised of the likelihood of such
      loss or damage and regardless of the form of action. In addition, the Trustee
      shall not have any liability for the actions or failure to act of any other
      party hereto.

     

    Section
      10.04 REO
      Property. 

     

    (a) Notwithstanding
      any other provision of this Agreement, the Master Servicer, acting on behalf
      of
      the Trustee hereunder, shall not, except to the extent provided in the
      applicable Servicing Agreement, knowingly permit any Servicer to, rent, lease,
      or otherwise earn income on behalf of any REMIC with respect to any REO Property
      which might cause an Adverse REMIC Event unless the Master Servicer has advised,
      or has caused the applicable Servicer to advise, the Trustee and any NIMS
      Insurer in writing to the effect that, under the REMIC Provisions, such action
      would not result in an Adverse REMIC Event.

     

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

     

     

     


    
      
        
        

      

      
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    ARTICLE
      XI

     

    MISCELLANEOUS
      PROVISIONS

     

    Section
      11.01 Binding
      Nature of Agreement; Assignment. 

     

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

     

    Section
      11.02 Entire
      Agreement. 

     

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

     

    Section
      11.03 Amendment. 

     

    (a) On
      or
      prior to a Section 7.01(c) Purchase Event, this Agreement may be amended from
      time to time by the Depositor, the Master Servicer and the Trustee, with the
      consent of any NIMS Insurer, but without the consent of the Credit Risk Manager
      or the Swap Counterparty (except to the extent that the rights or obligations
      of
      the Credit Risk Manager or the Swap Counterparty hereunder are affected thereby)
      or (2) the Swap Counterparty under the Swap Agreement are affected thereby,
      and
      except to the extent the ability of the Trustee on behalf of the Supplemental
      Interest Trust and the Trust Fund to perform fully and timely its obligations
      under the Swap Agreement is adversely affected, in which case prior written
      consent of the Swap Counterparty is required) and without notice to or the
      consent of any of the Holders, (i) to cure any ambiguity, (ii) to cause the
      provisions herein to conform to or be consistent with or in furtherance of
      the
      statements made with respect to the Certificates, the Trust Fund or this
      Agreement in any Offering Document, or to correct or supplement any provision
      herein which may be inconsistent with any other provisions herein or with the
      provisions of 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, any NIMS Insurer and the Swap Counterparty shall
      be
      provided with an Opinion of Counsel addressed to the Trustee, any NIMS Insurer
      and the Swap Counterparty (at the expense of the party requesting such
      amendment) to the effect that such amendment is permitted under this Section.
      Any such amendment shall be deemed not to adversely affect in any material
      respect any Holder, if the Trustee receives written confirmation from each
      Rating Agency that such amendment will not cause such Rating Agency to reduce
      the current rating assigned to the Certificates.

     


    
      
        
        

      

      
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    (b) On
      or
      prior to a Section 7.01(c) Purchase Event, this Agreement may also be amended
      from time to time by the Depositor, the Master Servicer and the Trustee, with
      the consent of any NIMS Insurer, but without the consent of the Credit Risk
      Manager or the Swap Counterparty (except to the extent that the rights or
      obligations of (1) the Credit Risk Manager or the Swap Counterparty hereunder
      are affected thereby or (2) the Swap Counterparty under the Swap Agreement
      are
      affected thereby, or the ability of the Trustee on behalf of the Supplemental
      Interest Trust and the Trust Fund to perform fully and timely its obligations
      under the Swap Agreement is adversely affected, in which case prior written
      consent of the Swap Counterparty is required) and with the consent of the
      Holders of not less than 66-2/3% of the Class Principal Amount (or Percentage
      Interest) of each Class of Certificates affected thereby for the purpose of
      adding any provisions to or changing in any manner or eliminating any of the
      provisions of this Agreement or of modifying in any manner the rights of the
      Holders; provided,
      however,
      that no
      such amendment shall be made unless the Trustee and any NIMS Insurer receives
      an
      Opinion of Counsel addressed to the Trustee and the NIMS Insurer, at the expense
      of the party requesting the change, that such change will not cause an Adverse
      REMIC Event and is permitted hereunder; and provided further,
      that no
      such amendment may (i) reduce in any manner the amount of, or delay the timing
      of, payments received on Mortgage Loans which are required to be distributed
      on
      any Certificate, without the consent of the Holder of such Certificate or (ii)
      reduce the aforesaid percentages of Class Principal Amount (or Percentage
      Interest) of Certificates of each Class, the Holders of which are required
      to
      consent to any such amendment without the consent of the Holders of 100% of
      the
      Class Principal Amount (or Percentage Interest) of each Class of Certificates
      affected thereby. For purposes of this paragraph, references to “Holder” or
“Holders” shall be deemed to include, in the case of any Class of Book-Entry
      Certificates, the related Certificate Owners. 

     

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

     


    
      
        
        

      

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

     

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

     

    (f) Notwithstanding
      anything to the contrary in 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.

     

    Section
      11.04 Voting
      Rights. 

     

    Except
      to
      the extent that the consent of all affected Certificateholders is required
      pursuant to this Agreement, with respect to any provision of this Agreement
      requiring the consent of Certificateholders representing specified percentages
      of aggregate outstanding Certificate Principal Amount (or Percentage Interest),
      Certificates owned by the Depositor, the Master Servicer, the Trustee, any
      Servicer, the Credit Risk Manager or Affiliates thereof are not to be counted
      so
      long as such Certificates are owned by the Depositor, the Master Servicer,
      the
      Trustee, any Servicer, the Credit Risk Manager or any Affiliate
      thereof.

     

    Section
      11.05 Provision
      of Information. 

     

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

     

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

     


    
      
        
        

      

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

     

    Section
      11.06 Governing
      Law. 

     

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

     

    Section
      11.07 Notices. 

     

    All
      demands, notices and communications hereunder shall be in writing and shall
      be
      deemed to have been duly given when received by (a) in the case of the
      Depositor, Structured Asset Securities Corporation, 745 Seventh Avenue, 13th
      Floor, New York, NY 10019, Attention: Mortgage Finance SASCO 2007-BNC1, (b)
      in
      the case of the Seller, Lehman Brothers Holdings Inc., 745 Seventh Avenue,
      13th
      Floor, New York, NY 10019, Attention: Mortgage Finance SASCO 2007-BNC1, (c)
      in
      the case of the Credit Risk Manager, Clayton Fixed Income Services Inc., 1700
      Lincoln Street, Suite 1600, Denver, Colorado 80203, Attention: General Counsel,
      (d) in the case of the Trustee, the Corporate Trust Office, (e) in the case
      of
      the Master Servicer, Aurora Loan Services LLC, 10350 Park Meadows Drive,
      Littleton, Colorado 80124; Attention: Master Servicing, SASCO 2007-BNC1, and
      (f)
      in the case of the Swap Counterparty, at the address therefore set forth in
      the
      Swap Agreement, or, as to each party, such other address as may hereafter be
      furnished by such party to the other parties in writing. All demands, notices
      and communications to a party hereunder shall be in writing and shall be deemed
      to have been duly given when delivered to such party at the relevant address,
      facsimile number or electronic mail address set forth above or at such other
      address, facsimile number or electronic mail address as such party may designate
      from time to time by written notice in accordance with this Section
      11.07.

     

    Section
      11.08 Severability
      of Provisions. 

     

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

     

    Section
      11.09 Indulgences;
      No Waivers. 

     

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

     

     


    
      
        
        

      

      
        179

        
          

        

      

      
        
        

      

    


    Section
      11.10 Headings
      Not To Affect Interpretation. 

     

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

     

    Section
      11.11 Benefits
      of Agreement.

     

    The
      Depositor shall promptly notify the Custodian and the Trustee in writing of
      the
      issuance of any Class of NIMS Securities issued by a NIMS Insurer and the
      identity of such NIMS Insurer. Thereafter, the NIMS Insurer shall be deemed
      a
      third-party beneficiary of this Agreement to the same extent as if it were
      a
      party hereto, and shall be subject to and have the right to enforce the
      provisions of this Agreement so long as the NIMS Securities remaining
      outstanding or the NIMS Insurer is owed amounts in respect of its guarantee
      of
      payment of such NIMS Securities. Nothing in this Agreement or in the
      Certificates, express or implied, shall give to any Person, other than the
      parties to this Agreement and their successors hereunder, the Swap Counterparty
      and its successors and assignees under the Swap Agreement, the Holders of the
      Certificates and the NIMS Insurer, any benefit or any legal or equitable right,
      power, remedy or claim under this Agreement, except to the extent specified
      in
      Sections 5.08 and Section 11.15, as applicable.

     

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

     

    (a) The
      Depositor shall give prompt notice to the Rating Agencies and any NIMS Insurer
      of the occurrence of any of the following events of which it has
      notice:

     

    (i) any
      amendment to this Agreement pursuant to Section 11.03;

     

    (ii) any
      Assignment by the Master Servicer of its rights hereunder or delegation of
      its
      duties hereunder;

     

    (iii) the
      occurrence of any Event of Default described in Section 6.14;

     

    (iv) any
      notice of termination given to the Master Servicer pursuant to Section 6.14
      and
      any resignation of the Master Servicer hereunder;

     

    (v) the
      appointment of any successor to any Master Servicer pursuant to Section 6.14;
      

     

    (vi) the
      making of a final payment pursuant to Section 7.02; 

     

    (vii) any
      termination of the rights and obligations of any Servicer under the applicable
      Servicing Agreement; and

     


    
      
        
        

      

      
        180

        
          

        

      

      
        
        

      

    


    (viii) any
      amendment to the loan modification provisions contained in Section 3.01 of
      any Servicing Agreement.

     

    (b) All
      notices to the Rating Agencies provided for this Section shall be in writing
      and
      sent by first class mail, telecopy or overnight courier, as
      follows:

     

    If
      to
      S&P, to:

     

    Standard
      & Poor’s Ratings Services

    55
      Water
      Street

    New
      York,
      New York 10041

    Attention:
      Residential Mortgages

     

    If
      to
      Fitch, to:

     

    Fitch,
      Inc.

    One
      State
      Street Plaza

    New
      York,
      New York 10004

    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 or the Trust Fund.

     

    Section
      11.14 Counterparts. 

     

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

     

    Section
      11.15 Transfer
      of Servicing. 

     

    The
      Seller agrees that it shall provide written notice to the Master Servicer,
      the
      Swap Counterparty, the NIMS Insurer and the Trustee thirty days prior to any
      proposed transfer or assignment by such Seller of its rights under any Servicing
      Agreement or of the servicing thereunder or delegation of its rights or duties
      thereunder or any portion thereof to any other Person other than the initial
      Servicer under such Servicing Agreement; provided that the Seller shall not
      be
      required to provide prior notice of any assignment of any servicing rights
      from
      one servicer to another servicer. In addition, the ability of the Seller to
      transfer or assign its rights and delegate its duties under a Servicing
      Agreement or to transfer the servicing thereunder to a successor servicer shall
      be subject to the following conditions:

     


    
      
        
        

      

      
        181

        
          

        

      

      
        
        

      

    


    (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 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;

     

    (iii) Such
      successor servicer must satisfy the seller/servicer eligibility standards in
      the
      applicable Servicing Agreement, exclusive of any experience in mortgage loan
      origination;

     

    (iv) Such
      successor servicer must execute and deliver to the Trustee and the Master
      Servicer an agreement, in form and substance reasonably satisfactory to the
      Trustee and the Master Servicer, that contains an assumption by such successor
      servicer of the due and punctual performance and observance of each covenant
      and
      condition to be performed and observed by the 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 and the Master Servicer a
      letter from each Rating Agency to the effect that such transfer of servicing
      will not result in a qualification, withdrawal or downgrade of the then-current
      rating of any of the Certificates; and

     


    
      
        
        

      

      
        182

        
          

        

      

      
        
        

      

    


    (vi) The
      Seller shall, at its cost and expense, take such steps, or cause the terminated
      Servicer to take such steps, as may be necessary or appropriate to effectuate
      and evidence the transfer of the servicing of the Mortgage Loans to such
      successor servicer, including, but not limited to, the following: (A) to the
      extent required by the terms of the Mortgage Loans and by applicable federal
      and
      state laws and regulations, the Seller shall cause the prior Servicer to timely
      mail to each obligor under a Mortgage Loan any required notices or disclosures
      describing the transfer of servicing of the Mortgage Loans to the successor
      servicer; (B) prior to the effective date of such transfer of servicing, the
      Seller shall cause the prior Servicer to transmit to any related insurer
      notification of such transfer of servicing; (C) on or prior to the effective
      date of such transfer of servicing, the Seller shall cause the prior Servicer
      to
      deliver to the successor servicer all Mortgage Loan Documents and any related
      records or materials; (D) on or prior to the effective date of such transfer
      of
      servicing, the Seller shall cause the prior Servicer to transfer to the
      successor servicer, all funds held by the prior Servicer in respect of the
      Mortgage Loans; (E) on or prior to the effective date of such transfer of
      servicing, the Seller shall cause the prior Servicer to, after the effective
      date of the transfer of servicing to the successor servicer, continue to forward
      to such successor servicer, within one Business Day of receipt, the amount
      of
      any payments or other recoveries received by the prior Servicer, and to notify
      the successor servicer of the source and proper application of each such payment
      or recovery; and (F) the Seller shall cause the prior Servicer to, after the
      effective date of transfer of servicing to the successor servicer, continue
      to
      cooperate with the successor servicer to facilitate such transfer in such manner
      and to such extent as the successor servicer may reasonably request.
      Notwithstanding the foregoing, the prior Servicer shall be obligated to perform
      the items listed above to the extent provided in the applicable Servicing
      Agreement.

     



    
      
        
        

      

      
        183

        
          

        

      

      
        
        

      

    

     

    EXECUTION

     

     

    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/ Nicholas Stimola    

              Name:
                Nicholas Stimola

              Title:
                Vice President

            
	 	 
	 	
              U.S.
                BANK NATIONAL ASSOCIATION, 

              as
                Trustee

               

              By: 
                /s/ David Duclos        

              Name:
                David Duclos

              Title:
                Vice President

            
	 	 
	 	
              AURORA
                LOAN SERVICES LLC, as Master 

              Servicer

               

              By: 
                /s/ Linda A. Sherman        

              Name:
                Linda A. Sherman

              Title:
                Senior Vice President

            
	 	 
	 	
              CLAYTON
                FIXED INCOME SERVICES INC., 

              as
                Credit Risk Manager

               

              By: 
                /s/ Kevin J. Kanouff        

              Name:
                Kevin J. Kanouff

              Title:
                President and General Counsel

            
	 	 


    

    


    Solely
      for purposes of Sections 5.06(c), 5.07(e), 5.07(f),

    6.11
      and
      11.15, accepted and agreed to by:

    


    LEHMAN
      BROTHERS HOLDINGS INC.

    


    


    
      	
              By:

            	
              /s/
                Michael Hitzmann        

            	 


    

    Name:
      Michael Hitzmann

    Title:
      Senior Vice President



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXECUTION

     


    EXHIBIT
      A-1

     

    [FORM
      OF
      SENIOR CERTIFICATE]

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS OWNERSHIP
      OF A
“REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE
      TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
      REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), AND A RIGHT TO RECEIVE PAYMENTS
      FROM THE BASIS RISK RESERVE FUND.

     

    THIS
      CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, AND IS NOT
      GUARANTEED BY, THE DEPOSITOR, THE TRUSTEE, THE MASTER SERVICER OR ANY AFFILIATE
      OF ANY OF THEM AND IS NOT INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY
      OR
      PRIVATE INSURER.

     

    DISTRIBUTIONS
      IN REDUCTION OF THE CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE MAY BE
      MADE
      IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE CERTIFICATE PRINCIPAL
      AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE
      PRINCIPAL AMOUNT OF THIS CERTIFICATE AS SET FORTH HEREIN.

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR
      REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
      IS
      REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
      BY AN AUTHORIZED REPRESENTATIVE OF DTC AND ANY PAYMENT IS MADE TO CEDE & CO.
      OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
      DTC,
      ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
      PERSON IS WRONGFUL, INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
      AN INTEREST HEREIN.

     


    
      
        
        

      

      
        Exhibit
          A-1-1

        
          

        

      

      
        
        

      

    


    NO
      TRANSFER OF THIS CERTIFICATE PRIOR TO THE TERMINATION OF THE SWAP AGREEMENT
      SHALL BE MADE UNLESS THE TRUSTEE SHALL HAVE RECEIVED A REPRESENTATION LETTER
      FROM THE TRANSFEREE OF THIS CERTIFICATE TO THE EFFECT THAT EITHER (I) SUCH
      TRANSFEREE IS NEITHER AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT
      WHICH IS SUBJECT TO SECTION 406 OF ERISA AND/OR SECTION 4975 OF THE CODE OR
      ANY
      ENTITY WHOSE UNDERLYING ASSETS INCLUDE SUCH PLAN’S OR ARRANGEMENT’S ASSETS BY
      REASON OF THEIR INVESTMENT IN THE ENTITY (A “PLAN”) NOR A PERSON ACTING ON
      BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN TO EFFECT SUCH
      TRANSFER OR (II) THE ACQUISITION AND HOLDING OF THIS CERTIFICATE ARE ELIGIBLE
      FOR EXEMPTIVE RELIEF UNDER THE STATUTORY EXEMPTION FOR NONFIDUCIARY SERVICE
      PROVIDED UNDER SECTION 408(b)(17) OF ERISA OR SECTION 4975(d)(20) OF THE CODE
      OR
      PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”) 84-14, PTCE 90-1, PTCE 91-38,
      PTCE 95-60 OR PTCE 96-23. ANY PURPORTED TRANSFER OF THIS CERTIFICATE PRIOR
      TO
      THE TERMINATION OF THE SWAP AGREEMENT TO OR ON BEHALF OF A PLAN WITHOUT THE
      DELIVERY TO THE TRUSTEE OF A REPRESENTATION LETTER AS DESCRIBED ABOVE SHALL
      BE
      VOID AND OF NO EFFECT. IF THIS CERTIFICATE IS A BOOK-ENTRY CERTIFICATE PRIOR
      TO
      THE DATE OF THE TERMINATION OF THE SWAP AGREEMENT, THE TRANSFEREE WILL BE DEEMED
      TO HAVE MADE A REPRESENTATION AS PROVIDED IN CLAUSE (I) OR (II) OF THIS
      PARAGRAPH, AS APPLICABLE.

     


    
      
        
        

      

      
        Exhibit
          A-1-2

        
          

        

      

      
        
        

      

    


    STRUCTURED
      ASSET SECURITIES CORPORATION

    MORTGAGE
      PASS THROUGH CERTIFICATE, SERIES 2007-BNC1 CLASS [__]

     

    Evidencing
      a beneficial interest in two pools consisting primarily of certain conventional,
      first and second lien, fixed rate, fully amortizing and balloon, residential
      mortgage loans and other assets in a trust fund established by:

     

    STRUCTURED
      ASSET SECURITIES CORPORATION

     

    
      	
              Initial
                Class Principal Amount of the Class [__] Certificates:
                $[__________]

            	
              Initial
                Certificate Principal Amount of this Certificate:
                $[__________]

            
	 	 
	
              Certificate
                Interest Rate: Variable

            	
              Cut-off
                Date: October 1, 2007

            
	 	 
	
              NUMBER
                [__]

            	
              CUSIP:
                [__________]

            


    

    



    
      
        
        

      

      
        Exhibit
          A-1-3

        
          

        

      

      
        
        

      

    


    THIS
      CERTIFIES THAT CEDE & CO. is the registered owner of the Percentage Interest
      evidenced by this Certificate (obtained by dividing the Initial Certificate
      Principal Amount of this Certificate by the Initial Class Principal Amount
      of
      the Class [__] Certificates, both as specified above) evidencing beneficial
      ownership in a Trust Fund consisting primarily of (i) certain conventional,
      first and second lien, fixed rate, fully amortizing and balloon, residential
      mortgage loans acquired by the Trust Fund on the Closing Date (the “Mortgage
      Loans”), together with all collections therefrom and proceeds thereof (excluding
      all Scheduled Payments of principal and interest due on the Mortgage Loans
      on or
      before the Cut-off Date), (ii) any REO Property, together with all collections
      thereon and proceeds thereof, (iii) the Depositor’s rights under the Mortgage
      Loan Sale Agreement and the Servicing Agreements (including any security
      interest created thereby), (iv) the Depositor’s rights under any Insurance
      Policies related to the Mortgage Loans, (v) amounts on deposit from time to
      time
      in the Collection Account, the Certificate Account and the Basis Risk Reserve
      Fund and (vi) the Supplemental Interest Trust, the primary assets of which
      are
      the Swap Agreement and all proceeds thereof.

     

    Distributions
      on this Certificate will be made on the 25th day of each month or, if such
      day
      is not a Business Day, then on the next succeeding Business Day, commencing
      in
      November 2007 (each, a “Distribution Date”), to the Person in whose name this
      Certificate is registered at the close of business on the Business Day
      immediately preceding such Distribution Date, so long as such Certificate is
      in
      book entry form (the “Record Date”), in an amount equal to the product of the
      Percentage Interest evidenced by this Certificate and the amount, if any,
      required to be distributed to all the Certificates of the Class represented
      by
      this Certificate. All sums distributable on this Certificate are payable in
      the
      coin or currency of the United States of America which at the time of payment
      is
      legal tender for the payment of public and private debts.

     

    Reference
      is hereby made to the further provisions of this Certificate set forth on the
      reverse hereof, which shall have the same effect as though fully set forth
      on
      the face of this Certificate.

     

    Unless
      the certificate of authentication hereon has been executed by or on behalf
      of
      the Trustee, whose name appears below by manual signature, this Certificate
      shall not be entitled to any benefit under the Trust Agreement or be valid
      for
      any purpose.

     


    
      
        
        

      

      
        Exhibit
          A-1-4

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
      executed.

     

    
      	 	
              U.S.
                BANK NATIONAL ASSOCIATION,

              as
                Trustee

               

              By:                    

              AUTHORIZED
                SIGNATORY

            
	 	 
	 	
              Dated: November
                ___, 2007

            


    

     

    TRUSTEE’S
      CERTIFICATE OF AUTHENTICATION

     

    This
      is
      one of the Certificates referred to in the within-mentioned Trust
      Agreement.

     

    
      	 	
              U.S.
                BANK NATIONAL ASSOCIATION,

              as
                Trustee

               

              By:                    

              AUTHORIZED
                SIGNATORY

            
	 	 
	 	
              Dated: November
                ___, 2007

            


    

    




    
      
        
        

      

      
        Exhibit
          A-1-5

        
          

        

      

      
        
        

      

    

     

    EXECUTION

     


    EXHIBIT
      A-2

     

    [FORM
      OF
      CLASS M CERTIFICATE]

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS OWNERSHIP
      OF A
“REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE
      TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
      REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), AND A RIGHT TO RECEIVE PAYMENTS
      FROM THE BASIS RISK RESERVE FUND.

     

    THIS
      CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, AND IS NOT
      GUARANTEED BY, THE DEPOSITOR, THE TRUSTEE, THE MASTER SERVICER OR ANY AFFILIATE
      OF ANY OF THEM AND IS NOT INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY
      OR
      PRIVATE INSURER.

     

    DISTRIBUTIONS
      IN REDUCTION OF THE CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE MAY BE
      MADE
      IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE CERTIFICATE PRINCIPAL
      AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE
      PRINCIPAL AMOUNT OF THIS CERTIFICATE AS SET FORTH HEREIN.

     

    THIS
      CERTIFICATE IS SUBORDINATE IN RIGHT OF PAYMENT AS DESCRIBED IN THE TRUST
      AGREEMENT REFERRED TO HEREIN.

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR
      REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
      IS
      REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
      BY AN AUTHORIZED REPRESENTATIVE OF DTC AND ANY PAYMENT IS MADE TO CEDE & CO.
      OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
      DTC,
      ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
      PERSON IS WRONGFUL, INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
      AN INTEREST HEREIN.

     

    NO
      TRANSFER OF THIS CERTIFICATE SHALL BE REGISTERED IF ITS RATING IS BELOW
      INVESTMENT GRADE UPON ACQUISITION UNLESS THE PROSPECTIVE TRANSFEREE PROVIDES
      THE
      TRUSTEE WITH (A) A CERTIFICATION TO THE EFFECT THAT SUCH TRANSFEREE (1) IS
      NEITHER AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO
      SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
      (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
“CODE”) (COLLECTIVELY, A “PLAN”), NOR A PERSON ACTING ON BEHALF OF ANY SUCH PLAN
      NOR A PERSON USING THE ASSETS OF ANY SUCH PLAN OR (2) IF SUCH TRANSFEREE IS
      AN
      INSURANCE COMPANY, SUCH TRANSFEREE IS PURCHASING SUCH CERTIFICATES WITH FUNDS
      CONTAINED IN AN “INSURANCE COMPANY GENERAL ACCOUNT” (AS SUCH TERM IS DEFINED IN
      SECTION V(e) OF THE PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 (“PTCE 95-60”))
      AND THE PURCHASE AND HOLDING OF SUCH CERTIFICATES ARE COVERED UNDER SECTIONS
      I
      AND III OF PTCE 95-60; OR (B) AN OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE,
      AND UPON WHICH THE TRUSTEE, THE MASTER SERVICER, ANY SERVICER, THE DEPOSITOR
      AND
      ANY NIMS INSURER SHALL BE ENTITLED TO RELY, TO THE EFFECT THAT THE PURCHASE
      OR
      HOLDING OF SUCH CERTIFICATE BY THE PROSPECTIVE TRANSFEREE WILL NOT RESULT IN
      ANY
      NON-EXEMPT PROHIBITED TRANSACTIONS UNDER TITLE I OF ERISA OR SECTION 4975 OF
      THE
      CODE AND WILL NOT SUBJECT THE TRUSTEE, THE MASTER SERVICER, ANY SERVICER, THE
      DEPOSITOR OR ANY NIMS INSURER TO ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN
      BY SUCH ENTITIES IN THE TRUST AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT
      BE
      AN EXPENSE OF THE TRUST FUND, THE TRUSTEE, THE MASTER SERVICER, ANY SERVICER,
      THE DEPOSITOR OR ANY NIMS INSURER. A TRANSFEREE OF A BOOK-ENTRY CERTIFICATE
      SHALL BE DEEMED TO HAVE MADE A REPRESENTATION AS REQUIRED HEREIN.

     


    
      
        
        

      

      
        Exhibit
          A-2-1

        
          

        

      

      
        
        

      

    


    NO
      TRANSFER OF THIS CERTIFICATE PRIOR TO THE TERMINATION OF THE SWAP AGREEMENT
      SHALL BE MADE UNLESS THE TRUSTEE SHALL HAVE RECEIVED A REPRESENTATION LETTER
      FROM THE TRANSFEREE OF THIS CERTIFICATE TO THE EFFECT THAT EITHER (I) SUCH
      TRANSFEREE IS NEITHER AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT
      WHICH IS SUBJECT TO SECTION 406 OF ERISA AND/OR SECTION 4975 OF THE CODE OR
      ANY
      ENTITY WHOSE UNDERLYING ASSETS INCLUDE SUCH PLAN’S OR ARRANGEMENT’S ASSETS BY
      REASON OF THEIR INVESTMENT IN THE ENTITY (A “PLAN”) NOR A PERSON ACTING ON
      BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN TO EFFECT SUCH
      TRANSFER OR (II) THE ACQUISITION AND HOLDING OF THIS CERTIFICATE ARE ELIGIBLE
      FOR EXEMPTIVE RELIEF UNDER THE STATUTORY EXEMPTION FOR NONFIDUCIARY SERVICE
      PROVIDED UNDER SECTION 408(b)(17) OF ERISA OR SECTION 4975(d)(20) OF THE CODE
      OR
      PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”) 84-14, PTCE 90-1, PTCE 91-38,
      PTCE 95-60, PTCE 96-23. ANY PURPORTED TRANSFER OF THIS CERTIFICATE PRIOR TO
      THE
      TERMINATION OF THE SWAP AGREEMENT TO OR ON BEHALF OF A PLAN WITHOUT THE DELIVERY
      TO THE TRUSTEE OF A REPRESENTATION LETTER AS DESCRIBED ABOVE SHALL BE VOID
      AND
      OF NO EFFECT. IF THIS CERTIFICATE IS A BOOK-ENTRY CERTIFICATE PRIOR TO THE
      DATE
      OF THE TERMINATION OF THE SWAP AGREEMENT, THE TRANSFEREE WILL BE DEEMED TO
      HAVE
      MADE A REPRESENTATION AS PROVIDED IN CLAUSE (I) OR (II) OF THIS PARAGRAPH,
      AS
      APPLICABLE.

     


    
      
        
        

      

      
        Exhibit
          A-2-2

        
          

        

      

      
        
        

      

    


    STRUCTURED
      ASSET SECURITIES CORPORATION

    MORTGAGE
      PASS THROUGH CERTIFICATE, SERIES 2007-BNC1 CLASS [__]

     

    Evidencing
      a beneficial interest in two pools consisting primarily of certain conventional,
      first and second lien, fixed rate, fully amortizing and balloon, residential
      mortgage loans and other assets in a trust fund established by:

     

    STRUCTURED
      ASSET SECURITIES CORPORATION

     

    
      	
              Initial
                Class Principal Amount of the Class [__] Certificates:
                $[__________]

            	
              Initial
                Certificate Principal Amount of this Certificate:
                $[__________]

            
	 	 
	
              Certificate
                Interest Rate: Variable

            	
              Cut-off
                Date: October 1, 2007

            
	 	 
	
              NUMBER
                [__]

            	
              CUSIP:
                [__________]

            


    

    



    
      
        
        

      

      
        Exhibit
          A-2-3

        
          

        

      

      
        
        

      

    


    THIS
      CERTIFIES THAT CEDE & CO. is the registered owner of the Percentage Interest
      evidenced by this Certificate (obtained by dividing the Initial Certificate
      Principal Amount of this Certificate by the Initial Class Principal Amount
      of
      the Class [__] Certificates, both as specified above) evidencing beneficial
      ownership in a Trust Fund consisting primarily of (i) certain conventional,
      first and second lien, fixed rate, fully amortizing and balloon, residential
      mortgage loans acquired by the Trust Fund on the Closing Date (the “Mortgage
      Loans”), together with all collections therefrom and proceeds thereof (excluding
      all Scheduled Payments of principal and interest due on the Mortgage Loans
      on or
      before the Cut-off Date), (ii) any REO Property, together with all collections
      thereon and proceeds thereof, (iii) the Depositor’s rights under the Mortgage
      Loan Sale Agreement and the Servicing Agreements (including any security
      interest created thereby), (iv) the Depositor’s rights under any Insurance
      Policies related to the Mortgage Loans, (v) amounts on deposit from time to
      time
      in the Collection Account, the Certificate Account and the Basis Risk Reserve
      Fund and (vi) the Supplemental Interest Trust, the primary assets of which
      are
      the Swap Agreement and all proceeds thereof.

     

    Distributions
      on this Certificate will be made on the 25th day of each month or, if such
      day
      is not a Business Day, then on the next succeeding Business Day, commencing
      in
      November 2007 (each, a “Distribution Date”), to the Person in whose name this
      Certificate is registered at the close of business on the Business Day
      immediately preceding such Distribution Date, so long as such Certificate is
      in
      book entry form (the “Record Date”), in an amount equal to the product of the
      Percentage Interest evidenced by this Certificate and the amount, if any,
      required to be distributed to all the Certificates of the Class represented
      by
      this Certificate. All sums distributable on this Certificate are payable in
      the
      coin or currency of the United States of America which at the time of payment
      is
      legal tender for the payment of public and private debts.

     

    Reference
      is hereby made to the further provisions of this Certificate set forth on the
      reverse hereof, which shall have the same effect as though fully set forth
      on
      the face of this Certificate.

     

    Unless
      the certificate of authentication hereon has been executed by or on behalf
      of
      the Trustee, whose name appears below by manual signature, this Certificate
      shall not be entitled to any benefit under the Trust Agreement or be valid
      for
      any purpose.

     


    
      
        
        

      

      
        Exhibit
          A-2-4

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
      executed.

     

    
      	 	
              U.S.
                BANK NATIONAL ASSOCIATION,

              as
                Trustee

               

              By:                    

              AUTHORIZED
                SIGNATORY

            
	 	 
	 	
              Dated: November
                ___, 2007

            


    

     

    TRUSTEE’S
      CERTIFICATE OF AUTHENTICATION

     

    This
      is
      one of the Certificates referred to in the within-mentioned Trust
      Agreement.

     

    
      	 	
              U.S.
                BANK NATIONAL ASSOCIATION,

              as
                Trustee

               

              By:                        

              AUTHORIZED
                SIGNATORY

            
	 	 
	 	
              Dated: November
                ___, 2007

            


    

    



    
      
        
        

      

      
        Exhibit
          A-2-5

        
          

        

      

      
        
        

      

    

     

    EXECUTION

     


    EXHIBIT
      A-3


     

    [FORM
      OF
      CLASS B CERTIFICATE]

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS OWNERSHIP
      OF A
“REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE
      TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
      REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), AND A RIGHT TO RECEIVE PAYMENTS
      FROM THE BASIS RISK RESERVE FUND.

     

    THIS
      CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, AND IS NOT
      GUARANTEED BY, THE DEPOSITOR, THE TRUSTEE, THE MASTER SERVICER OR ANY AFFILIATE
      OF ANY OF THEM AND IS NOT INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY
      OR
      PRIVATE INSURER.

     

    DISTRIBUTIONS
      IN REDUCTION OF THE CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE MAY BE
      MADE
      IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE CERTIFICATE PRINCIPAL
      AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE
      PRINCIPAL AMOUNT OF THIS CERTIFICATE AS SET FORTH HEREIN.

     

    THIS
      CERTIFICATE IS SUBORDINATE IN RIGHT OF PAYMENT AS DESCRIBED IN THE TRUST
      AGREEMENT REFERRED TO HEREIN.

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR
      REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
      IS
      REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
      BY AN AUTHORIZED REPRESENTATIVE OF DTC AND ANY PAYMENT IS MADE TO CEDE & CO.
      OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
      DTC,
      ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
      PERSON IS WRONGFUL, INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
      AN INTEREST HEREIN.

     

    THIS
      CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
      AMENDED, (THE “1933 ACT”) OR ANY STATE SECURITIES LAWS. NEITHER THIS CERTIFICATE
      NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED,
      TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF
      SUCH
      REGISTRATION, UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
      REGISTRATION.

     

    [With
      respect to the Class B Rule 144A Certificate Only:]
      THE
      HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF IS DEEMED TO HAVE
      REPRESENTED AND WARRANTED THAT IT ACQUIRED SUCH CERTIFICATE (A) PURSUANT TO
      A
      REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE 1933 ACT
      OR
      (B) AS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE 1933
      ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
      INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE
      IN
      RELIANCE ON RULE 144A. 

     


    
      
        
        

      

      
        Exhibit
          A-3-1

        
          

        

      

      
        
        

      

    


    [With
      respect to the Class B Regulation S Certificate Only:]
      THE
      HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF IS DEEMED TO HAVE
      REPRESENTED AND WARRANTED THAT (A) UNTIL THE EXPIRATION OF THE APPLICABLE
“DISTRIBUTION COMPLIANCE PERIOD” WITHIN THE MEANING OF REGULATION S, ANY OFFER,
      SALE, PLEDGE OR OTHER TRANSFER OF THIS CERTIFICATE SHALL NOT BE MADE IN THE
      UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON (EACH
      AS
      DEFINED IN REGULATION S) AND (B) IF THIS CERTIFICATE IS HELD WITHIN THE UNITED
      STATES OR SUCH HOLDER IS A U.S. PERSON OR THIS CERTIFICATES IS HELD FOR THE
      ACCOUNT OR BENEFIT OF, A U.S. PERSON (EACH AS DEFINED IN REGULATION S) SUCH
      CERTIFICATE WAS ACQUIRED ONLY (1) PURSUANT TO A REGISTRATION STATEMENT WHICH
      HAS
      BEEN DECLARED EFFECTIVE UNDER THE 1933 ACT OR (2) BY SUCH HOLDER AS A “QUALIFIED
      INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE 1933 ACT THAT PURCHASES
      FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO
      WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE
      144A.

     


    
      
        
        

      

      
        Exhibit
          A-3-2

        
          

        

      

      
        
        

      

    


    NO
      TRANSFER OF THIS CERTIFICATE SHALL BE REGISTERED IF ITS RATING IS BELOW
      INVESTMENT GRADE UPON ACQUISITION UNLESS THE PROSPECTIVE TRANSFEREE PROVIDES
      THE
      TRUSTEE WITH (A) A CERTIFICATION TO THE EFFECT THAT SUCH TRANSFEREE (1) IS
      NEITHER AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO
      SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
      (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
“CODE”) (COLLECTIVELY, A “PLAN”), NOR A PERSON ACTING ON BEHALF OF ANY SUCH PLAN
      NOR A PERSON USING THE ASSETS OF ANY SUCH PLAN OR (2) IF THE CERTIFICATE HAS
      BEEN THE SUBJECT OF AN ERISA-QUALIFYING UNDERWRITING AND TRANSFEREE IS AN
      INSURANCE COMPANY, SUCH TRANSFEREE IS PURCHASING SUCH CERTIFICATES WITH FUNDS
      CONTAINED IN AN “INSURANCE COMPANY GENERAL ACCOUNT” (AS SUCH TERM IS DEFINED IN
      SECTION V(e) OF THE PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 (“PTCE 95-60”))
      AND THE PURCHASE AND HOLDING OF SUCH CERTIFICATES ARE COVERED UNDER SECTIONS
      I
      AND III OF PTCE 95-60; OR (B) AN OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE,
      AND UPON WHICH THE TRUSTEE, THE MASTER SERVICER, ANY SERVICER, THE DEPOSITOR
      AND
      ANY NIMS INSURER SHALL BE ENTITLED TO RELY, TO THE EFFECT THAT THE PURCHASE
      OR
      HOLDING OF SUCH CERTIFICATE BY THE PROSPECTIVE TRANSFEREE WILL NOT RESULT IN
      ANY
      NON-EXEMPT PROHIBITED TRANSACTIONS UNDER TITLE I OF ERISA OR SECTION 4975 OF
      THE
      CODE AND WILL NOT SUBJECT THE TRUSTEE, THE MASTER SERVICER, ANY SERVICER, THE
      DEPOSITOR OR ANY NIMS INSURER TO ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN
      BY SUCH ENTITIES IN THE TRUST AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT
      BE
      AN EXPENSE OF THE TRUST FUND, THE TRUSTEE, THE MASTER SERVICER, ANY SERVICER,
      THE DEPOSITOR OR ANY NIMS INSURER. A TRANSFEREE OF A BOOK-ENTRY CERTIFICATE
      SHALL BE DEEMED TO HAVE MADE A REPRESENTATION AS REQUIRED HEREIN.

     


    
      
        
        

      

      
        Exhibit
          A-3-3

        
          

        

      

      
        
        

      

    


    STRUCTURED
      ASSET SECURITIES CORPORATION

    MORTGAGE
      PASS THROUGH CERTIFICATE, SERIES 2007-BNC1 CLASS [__]

     

    ([RULE
      144A/REGULATION S])

     

    Evidencing
      a beneficial interest in two pools consisting primarily of certain conventional,
      first and second lien, fixed rate, fully amortizing and balloon, residential
      mortgage loans and other assets in a trust fund established by:

     

    STRUCTURED
      ASSET SECURITIES CORPORATION

     

    
      	
              Initial
                Class Principal Amount of the Class [__] Certificates:
                $[__________]

            	
              Initial
                Certificate Principal Amount of this Certificate:
                $[__________]

            
	 	 
	
              Certificate
                Interest Rate: Variable

            	
              Cut-off
                Date: October 1, 2007

            
	 	 
	
              NUMBER
                [__]

            	
              CUSIP:
                

              [ISIN:]
                [__________]

              [__________]

            


    

    



    
      
        
        

      

      
        Exhibit
          A-3-4

        
          

        

      

      
        
        

      

    


    THIS
      CERTIFIES THAT CEDE & CO. is the registered owner of the Percentage Interest
      evidenced by this Certificate (obtained by dividing the Initial Certificate
      Principal Amount of this Certificate by the Initial Class Principal Amount
      of
      the Class [__] Certificates, both as specified above) evidencing beneficial
      ownership in a Trust Fund consisting primarily of (i) certain conventional,
      first and second lien, fixed rate, fully amortizing and balloon, residential
      mortgage loans acquired by the Trust Fund on the Closing Date (the “Mortgage
      Loans”), together with all collections therefrom and proceeds thereof (excluding
      all Scheduled Payments of principal and interest due on the Mortgage Loans
      on or
      before the Cut-off Date), (ii) any REO Property, together with all collections
      thereon and proceeds thereof, (iii) the Depositor’s rights under the Mortgage
      Loan Sale Agreement and the Servicing Agreements (including any security
      interest created thereby), (iv) the Depositor’s rights under any Insurance
      Policies related to the Mortgage Loans, (v) amounts on deposit from time to
      time
      in the Collection Account, the Certificate Account and the Basis Risk Reserve
      Fund and (vi) the Supplemental Interest Trust, the primary assets of which
      are
      the Swap Agreement and all proceeds thereof.

     

    Distributions
      on this Certificate will be made on the 25th day of each month or, if such
      day
      is not a Business Day, then on the next succeeding Business Day, commencing
      in
      November 2007 (each, a “Distribution Date”), to the Person in whose name this
      Certificate is registered at the close of business on the Business Day
      immediately preceding such Distribution Date, so long as such Certificate is
      in
      book entry form (the “Record Date”), in an amount equal to the product of the
      Percentage Interest evidenced by this Certificate and the amount, if any,
      required to be distributed to all the Certificates of the Class represented
      by
      this Certificate. All sums distributable on this Certificate are payable in
      the
      coin or currency of the United States of America which at the time of payment
      is
      legal tender for the payment of public and private debts.

     

    Reference
      is hereby made to the further provisions of this Certificate set forth on the
      reverse hereof, which shall have the same effect as though fully set forth
      on
      the face of this Certificate.

     

    Unless
      the certificate of authentication hereon has been executed by or on behalf
      of
      the Trustee, whose name appears below by manual signature, this Certificate
      shall not be entitled to any benefit under the Trust Agreement or be valid
      for
      any purpose.

     


    
      
        
        

      

      
        Exhibit
          A-3-5

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
      executed.

     

    
      	 	
              U.S.
                BANK NATIONAL ASSOCIATION,

              as
                Trustee

               

              By:                    

              AUTHORIZED
                SIGNATORY

            
	 	 
	 	
              Dated: November
                ___, 2007

            


    

     

    TRUSTEE’S
      CERTIFICATE OF AUTHENTICATION

     

    This
      is
      one of the Certificates referred to in the within-mentioned Trust
      Agreement.

     

    
      	 	
              U.S.
                BANK NATIONAL ASSOCIATION,

              as
                Trustee

               

              By:                    

              AUTHORIZED
                SIGNATORY

            
	 	 
	 	
              Dated: November
                ___, 2007

            


    

    


    



    
      
        
        

      

      
        Exhibit
          A-3-6

        
          

        

      

      
        
        

      

    

     

    EXECUTION

     


    EXHIBIT
      A-4

     

    [FORM
      OF
      CLASS P CERTIFICATE]

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS OWNERSHIP
      OF A
“REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE
      TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
      REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).

     

    THIS
      CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, AND IS NOT
      GUARANTEED BY, THE DEPOSITOR, THE TRUSTEE, THE MASTER SERVICER OR ANY AFFILIATE
      OF ANY OF THEM AND IS NOT INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY
      OR
      PRIVATE INSURER.

     

    THIS
      CERTIFICATE IS NOT ENTITLED TO SCHEDULED DISTRIBUTIONS OF PRINCIPAL AND WILL
      NOT
      ACCRUE INTEREST. THE HOLDER OF THIS CERTIFICATE WILL BE ENTITLED TO CERTAIN
      DISTRIBUTIONS AS PROVIDED IN THE TRUST AGREEMENT.

     

    THIS
      CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
      AMENDED, (THE “1933 ACT”) OR ANY STATE SECURITIES LAWS. NEITHER THIS CERTIFICATE
      NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED,
      TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF
      SUCH
      REGISTRATION, UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
      REGISTRATION.

     

    [With
      respect to the Class P Rule 144A Certificates Only:]
      THE
      HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR
      OTHERWISE TRANSFER SUCH CERTIFICATE ONLY (A) PURSUANT TO A REGISTRATION
      STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE 1933 ACT OR (B) TO A
      PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN
      RULE 144A UNDER THE 1933 ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE
      ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE
      TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, SUBJECT TO THE TRUSTEE’S RIGHT
      PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER TO REQUIRE THE DELIVERY OF A
      CERTIFICATE OF TRANSFER IN THE FORM APPEARING IN THE TRUST
      AGREEMENT.

     

    [With
      respect to the Class P Regulation S Certificates Only:]
      THE
      HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF IS DEEMED TO HAVE
      REPRESENTED AND WARRANTED THAT (A) UNTIL THE EXPIRATION OF THE APPLICABLE
“DISTRIBUTION COMPLIANCE PERIOD” WITHIN THE MEANING OF REGULATION S, ANY OFFER,
      SALE, PLEDGE OR OTHER TRANSFER OF THIS CERTIFICATE SHALL NOT BE MADE IN THE
      UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON (EACH
      AS
      DEFINED IN REGULATION S) AND (B) IF THIS CERTIFICATE IS HELD WITHIN THE UNITED
      STATES OR SUCH HOLDER IS A U.S. PERSON OR THIS CERTIFICATES IS HELD FOR THE
      ACCOUNT OR BENEFIT OF, A U.S. PERSON (EACH AS DEFINED IN REGULATION S) SUCH
      CERTIFICATE WAS ACQUIRED ONLY (1) PURSUANT TO A REGISTRATION STATEMENT WHICH
      HAS
      BEEN DECLARED EFFECTIVE UNDER THE 1933 ACT OR (2) BY SUCH HOLDER AS A “QUALIFIED
      INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE 1933 ACT THAT PURCHASES
      FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO
      WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE
      144A.

     


    
      
        
        

      

      
        Exhibit
          A-4-1

        
          

        

      

      
        
        

      

    


    NO
      TRANSFER OF THIS CERTIFICATE SHALL BE REGISTERED UNLESS THE PROSPECTIVE
      TRANSFEREE PROVIDES THE TRUSTEE WITH (A) A CERTIFICATION TO THE EFFECT THAT
      SUCH
      TRANSFEREE (1) IS NEITHER AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
      ARRANGEMENT SUBJECT TO SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY
      ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE
      OF 1986, AS AMENDED (THE “CODE”), (COLLECTIVELY, A “PLAN”) NOR A PERSON ACTING
      ON BEHALF OF ANY SUCH PLAN NOR A PERSON USING THE ASSETS OF ANY SUCH PLAN OR
      (2)
      IF THE CERTIFICATE HAS BEEN THE SUBJECT OF AN ERISA-QUALIFYING UNDERWRITING
      AND
      THE TRANSFEREE IS AN INSURANCE COMPANY, SUCH TRANSFEREE IS PURCHASING SUCH
      CERTIFICATE WITH FUNDS CONTAINED IN AN “INSURANCE COMPANY GENERAL ACCOUNT” (AS
      SUCH TERM IS DEFINED IN SECTION V(e) OF THE PROHIBITED TRANSACTION CLASS
      EXEMPTION 95-60 (“PTCE 95-60”)) AND THE PURCHASE AND HOLDING OF SUCH CERTIFICATE
      ARE COVERED UNDER SECTIONS I AND III OF PTCE 95-60; OR (B) AN OPINION OF COUNSEL
      SATISFACTORY TO THE TRUSTEE, AND UPON WHICH THE TRUSTEE, THE MASTER SERVICER,
      ANY SERVICER, THE DEPOSITOR AND ANY NIMS INSURER SHALL BE ENTITLED TO RELY,
      TO
      THE EFFECT THAT THE PURCHASE OR HOLDING OF SUCH CERTIFICATE BY THE PROSPECTIVE
      TRANSFEREE WILL NOT RESULT IN ANY NON-EXEMPT PROHIBITED TRANSACTIONS UNDER
      TITLE
      I OF ERISA OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE TRUSTEE, THE
      MASTER SERVICER, ANY SERVICER, THE DEPOSITOR OR ANY NIMS INSURER TO ANY
      OBLIGATION IN ADDITION TO THOSE UNDERTAKEN BY SUCH ENTITIES IN THE TRUST
      AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUST FUND,
      THE TRUSTEE, THE MASTER SERVICER, ANY SERVICER, THE DEPOSITOR OR ANY NIMS
      INSURER. 

     


    
      
        
        

      

      
        Exhibit
          A-4-2

        
          

        

      

      
        
        

      

    


    STRUCTURED
      ASSET SECURITIES CORPORATION

    MORTGAGE
      PASS THROUGH CERTIFICATE, SERIES 2007-BNC1 CLASS P

     

    ([RULE
      144A/REGULATION S])

     

    Evidencing
      a beneficial interest in two pools consisting primarily of certain conventional,
      first and second lien, fixed rate, fully amortizing and balloon, residential
      mortgage loans and other assets in a trust fund established by:

     

    STRUCTURED
      ASSET SECURITIES CORPORATION

     

    
      	
              Initial
                Class Principal Amount of the Class P Certificates: $[__]

            	
              Initial
                Certificate Principal Amount of this Certificate: $[__]

            
	 	 
	
              NUMBER
                [__]

            	
              Cut-off
                Date: October 1, 2007

            


    

    



    
      
        
        

      

      
        Exhibit
          A-4-3

        
          

        

      

      
        
        

      

    


    THIS
      CERTIFIES THAT TFINN & CO. (on behalf of Lehman Pass-Through Securities
      Inc.) is the registered owner of the Percentage Interest evidenced by this
      Certificate evidencing a beneficial ownership in certain distributions of
      Prepayment Premiums (as defined in the Trust Agreement) made in respect of
      certain conventional, first and second lien, fixed rate, fully amortizing and
      balloon, residential mortgage loans (the “Mortgage Loans”) acquired from
      Structured Asset Securities Corporation (the “Depositor”), a Delaware
      corporation, on the Closing Date which from time to time may be held in the
      Trust Fund established pursuant to the Trust Agreement (as defined on the
      reverse hereof).

     

    Distributions
      on this Certificate will be made on the 25th day of each month or, if such
      day
      is not a Business Day, then on the next succeeding Business Day, commencing
      in
      November 2007 (each, a “Distribution Date”), to the Person in whose name this
      Certificate is registered at the close of business on the last Business Day
      of
      the calendar month immediately preceding the month in which such Distribution
      Date occurs (or, in the case of the first Distribution Date, the Closing Date)
      (the “Record Date”), in an amount equal to the product of the Percentage
      Interest evidenced by this Certificate and the amount, if any, required to
      be
      distributed to all the Certificates of the Class represented by this
      Certificate. All sums distributable on this Certificate are payable in the
      coin
      or currency of the United States of America which at the time of payment is
      legal tender for the payment of public and private debts.

     

    Reference
      is hereby made to the further provisions of this Certificate set forth on the
      reverse hereof, which shall have the same effect as though fully set forth
      on
      the face of this Certificate.

     

    Unless
      the certificate of authentication hereon has been executed by or on behalf
      of
      the Trustee, whose name appears below by manual signature, this Certificate
      shall not be entitled to any benefit under the Trust Agreement or be valid
      for
      any purpose. 

     


    
      
        
        

      

      
        Exhibit
          A-4-4

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
      executed.

     

    
      	 	
              U.S.
                BANK NATIONAL ASSOCIATION,

              as
                Trustee

               

              By:                

              AUTHORIZED
                SIGNATORY

            
	 	 
	 	
              Dated: November
                ___, 2007

            


    

     

    TRUSTEE’S
      CERTIFICATE OF AUTHENTICATION

     

    This
      is
      one of the Certificates referred to in the within-mentioned Trust
      Agreement.

     

    
      	 	
              U.S.
                BANK NATIONAL ASSOCIATION,

              as
                Trustee

               

              By:                    

              AUTHORIZED
                SIGNATORY

            
	 	 
	 	
              Dated: November
                ___, 2007

            


    

    




    
      
        
        

      

      
        Exhibit
          A-4-5

        
          

        

      

      
        
        

      

    

     

    EXECUTION

     


    EXHIBIT
      A-5

     

    [FORM
      OF
      CLASS X CERTIFICATE]

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS OWNERSHIP
      OF A
“REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE
      TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
      REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), AND A RIGHT TO RECEIVE PAYMENTS
      FROM THE BASIS RISK RESERVE FUND.

     

    THIS
      CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, AND IS NOT
      GUARANTEED BY, THE DEPOSITOR, THE TRUSTEE, THE MASTER SERVICER OR ANY AFFILIATE
      OF ANY OF THEM AND IS NOT INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY
      OR
      PRIVATE INSURER.

     

    THIS
      CERTIFICATE IS NOT ENTITLED TO SCHEDULED DISTRIBUTIONS OF PRINCIPAL AND WILL
      NOT
      ACCRUE INTEREST. THE HOLDER OF THIS CERTIFICATE WILL BE ENTITLED TO CERTAIN
      DISTRIBUTIONS AS PROVIDED IN THE TRUST AGREEMENT.

     

    THIS
      CERTIFICATE IS SUBORDINATE IN RIGHT OF PAYMENT AS DESCRIBED IN THE TRUST
      AGREEMENT REFERRED TO HEREIN.

     

    THIS
      CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
      AMENDED, (THE “1933 ACT”) OR ANY STATE SECURITIES LAWS. NEITHER THIS CERTIFICATE
      NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED,
      TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF
      SUCH
      REGISTRATION, UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
      REGISTRATION.

     

    [With
      respect to the Class X Rule 144A Certificates Only:]
      THE
      HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR
      OTHERWISE TRANSFER SUCH CERTIFICATE ONLY (A) PURSUANT TO A REGISTRATION
      STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE 1933 ACT, (B) TO A PERSON
      IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE
      144A UNDER THE 1933 ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT
      OF
      A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS
      BEING MADE IN RELIANCE ON RULE 144A, OR (C) TO AN INSTITUTIONAL “ACCREDITED
      INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2), (3) OR (7) OF RULE 501
      UNDER THE 1933 ACT THAT IS ACQUIRING THE CERTIFICATE FOR ITS OWN ACCOUNT, OR
      FOR
      THE ACCOUNT OF SUCH AN INSTITUTIONAL “ACCREDITED INVESTOR,” FOR INVESTMENT
      PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY
      DISTRIBUTION IN VIOLATION OF THE 1933 ACT, SUBJECT TO THE TRUSTEE’S RIGHT PRIOR
      TO ANY SUCH OFFER, SALE OR TRANSFER TO REQUIRE THE DELIVERY OF A CERTIFICATE
      OF
      TRANSFER IN THE FORM APPEARING IN THE TRUST AGREEMENT.

     


    
      
        
        

      

      
        Exhibit
          A-5-1

        
          

        

      

      
        
        

      

    


    [With
      respect to the Class X Regulation S Certificates Only:] THE
      HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF IS DEEMED TO HAVE
      REPRESENTED AND WARRANTED THAT (A) UNTIL THE EXPIRATION OF THE APPLICABLE
“DISTRIBUTION COMPLIANCE PERIOD” WITHIN THE MEANING OF REGULATION S, ANY OFFER,
      SALE, PLEDGE OR OTHER TRANSFER OF THIS CERTIFICATE SHALL NOT BE MADE IN THE
      UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON (EACH
      AS
      DEFINED IN REGULATION S) AND (B) IF THIS CERTIFICATE IS HELD WITHIN THE UNITED
      STATES OR SUCH HOLDER IS A U.S. PERSON OR THIS CERTIFICATES IS HELD FOR THE
      ACCOUNT OR BENEFIT OF, A U.S. PERSON (EACH AS DEFINED IN REGULATION S) SUCH
      CERTIFICATE WAS ACQUIRED ONLY (1) PURSUANT TO A REGISTRATION STATEMENT WHICH
      HAS
      BEEN DECLARED EFFECTIVE UNDER THE 1933 ACT OR (2) BY SUCH HOLDER AS A “QUALIFIED
      INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE 1933 ACT THAT PURCHASES
      FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO
      WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE
      144A.

     

    NO
      TRANSFER OF THIS CERTIFICATE SHALL BE REGISTERED UNLESS THE PROSPECTIVE
      TRANSFEREE PROVIDES THE TRUSTEE WITH (A) A CERTIFICATION TO THE EFFECT THAT
      SUCH
      TRANSFEREE (1) IS NEITHER AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
      ARRANGEMENT SUBJECT TO SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY
      ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE
      OF 1986, AS AMENDED (THE “CODE”), (COLLECTIVELY, A “PLAN”) NOR A PERSON ACTING
      ON BEHALF OF ANY SUCH PLAN NOR A PERSON USING THE ASSETS OF ANY SUCH PLAN OR
      (2)
      IF THE CERTIFICATE HAS BEEN THE SUBJECT OF AN ERISA-QUALIFYING UNDERWRITING
      AND
      THE TRANSFEREE IS AN INSURANCE COMPANY, SUCH TRANSFEREE IS PURCHASING SUCH
      CERTIFICATE WITH FUNDS CONTAINED IN AN “INSURANCE COMPANY GENERAL ACCOUNT” (AS
      SUCH TERM IS DEFINED IN SECTION V(e) OF THE PROHIBITED TRANSACTION CLASS
      EXEMPTION 95-60 (“PTCE 95-60”)) AND THE PURCHASE AND HOLDING OF SUCH CERTIFICATE
      ARE COVERED UNDER SECTIONS I AND III OF PTCE 95-60; OR (B) AN OPINION OF COUNSEL
      SATISFACTORY TO THE TRUSTEE, AND UPON WHICH THE TRUSTEE, THE MASTER SERVICER,
      ANY SERVICER, THE DEPOSITOR AND ANY NIMS INSURER SHALL BE ENTITLED TO RELY,
      TO
      THE EFFECT THAT THE PURCHASE OR HOLDING OF SUCH CERTIFICATE BY THE PROSPECTIVE
      TRANSFEREE WILL NOT RESULT IN ANY NON-EXEMPT PROHIBITED TRANSACTIONS UNDER
      TITLE
      I OF ERISA OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE TRUSTEE, THE
      MASTER SERVICER, ANY SERVICER, THE DEPOSITOR OR ANY NIMS INSURER TO ANY
      OBLIGATION IN ADDITION TO THOSE UNDERTAKEN BY SUCH ENTITIES IN THE TRUST
      AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUST FUND,
      THE TRUSTEE, THE MASTER SERVICER, ANY SERVICER, THE DEPOSITOR OR ANY NIMS
      INSURER. 

     


    
      
        
        

      

      
        Exhibit
          A-5-2

        
          

        

      

      
        
        

      

    


    STRUCTURED
      ASSET SECURITIES CORPORATION

    MORTGAGE
      PASS THROUGH CERTIFICATE, SERIES 2007-BNC1 CLASS X

     

    ([RULE
      144A/REGULATION S])

     

    Evidencing
      a beneficial interest in two pools consisting primarily of certain conventional,
      first and second lien, fixed rate, fully amortizing and balloon, residential
      mortgage loans and other assets in a trust fund established by:

     

    STRUCTURED
      ASSET SECURITIES CORPORATION

     

    
      	
              Initial
                Class Notional Amount of the Class X Certificates:
                $[__________]

            	 	
              Initial
                Certificate Notional Amount of this Certificate:
                $[__________]

            
	 	 	 
	
              NUMBER
                [__]

            	 	
              Cut-off
                Date: October 1, 2007

            


    

    



    
      
        
        

      

      
        Exhibit
          A-5-3

        
          

        

      

      
        
        

      

    


    THIS
      CERTIFIES THAT TFINN & CO. (on behalf of Lehman Pass-Through Securities
      Inc.) is the registered owner of the Percentage Interest evidenced by this
      Certificate evidencing beneficial ownership in a Trust Fund consisting primarily
      of (i) certain conventional, first and second lien, fixed rate, fully amortizing
      and balloon, residential mortgage loans acquired by the Trust Fund on the
      Closing Date (the “Mortgage Loans”), together with all collections therefrom and
      proceeds thereof (excluding all scheduled payments of principal and interest
      due
      on the Mortgage Loans on or before the Cut-off Date), (ii) any REO Property,
      together with all collections thereon and proceeds thereof, (iii) the
      Depositor’s rights under the Mortgage Loan Sale Agreement and each Servicing
      Agreement (including any security interest created thereby), (iv) the
      Depositor’s rights under any Insurance Policies related to the Mortgage Loans,
      (v) amounts on deposit from time to time in the Collection Account, the
      Certificate Account and the Basis Risk Reserve Fund and (vi) the Supplemental
      Interest Trust, the primary assets of which are the Swap Agreement and all
      proceeds thereof.

     

    Distributions
      on this Certificate will be made on the 25th day of each month or, if such
      day
      is not a Business Day, then on the next succeeding Business Day, commencing
      in
      November 2007 (each, a “Distribution Date”), to the Person in whose name this
      Certificate is registered at the close of business on the last Business Day
      of
      the calendar month immediately preceding the month in which such Distribution
      Date occurs (or, in the case of the first Distribution Date, the Closing Date)
      (the “Record Date”), in an amount equal to the product of the Percentage
      Interest evidenced by this Certificate and the amount, if any, required to
      be
      distributed to all the Certificates of the Class represented by this
      Certificate. All sums distributable on this Certificate are payable in the
      coin
      or currency of the United States of America which at the time of payment is
      legal tender for the payment of public and private debts.

     

    Reference
      is hereby made to the further provisions of this Certificate set forth on the
      reverse hereof, which shall have the same effect as though fully set forth
      on
      the face of this Certificate.

     

    Unless
      the certificate of authentication hereon has been executed by or on behalf
      of
      the Trustee, whose name appears below by manual signature, this Certificate
      shall not be entitled to any benefit under the Trust Agreement or be valid
      for
      any purpose. 

     


    
      
        
        

      

      
        Exhibit
          A-5-4

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
      executed.

     

    
      	 	
              U.S.
                BANK NATIONAL ASSOCIATION,

              as
                Trustee

               

              By:                

              AUTHORIZED
                SIGNATORY

            
	 	 
	 	
              Dated: November
                ___, 2007

            


    

     

    TRUSTEE’S
      CERTIFICATE OF AUTHENTICATION

     

    This
      is
      one of the Certificates referred to in the within-mentioned Trust
      Agreement.

     

    
      	 	
              U.S.
                BANK NATIONAL ASSOCIATION,

              as
                Trustee

               

              By:                    

              AUTHORIZED
                SIGNATORY

            
	 	 
	 	
              Dated: November
                ___, 2007

            


    



    
      
        
        

      

      
        Exhibit
          A-5-5

        
          

        

      

      
        
        

      

    

     

    EXECUTION

     


    EXHIBIT
      A-6

    
    

    [FORM
      OF
      RESIDUAL CERTIFICATE]

     

    THIS
      CERTIFICATE IS A REMIC RESIDUAL INTEREST CERTIFICATE. THIS CERTIFICATE DOES
      NOT
      EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, AND IS NOT GUARANTEED BY, THE
      DEPOSITOR, THE TRUSTEE, THE MASTER SERVICER OR ANY AFFILIATE OF ANY OF THEM
      AND
      IS NOT INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY.

     

    THIS
      CERTIFICATE IS NOT ENTITLED TO DISTRIBUTIONS OF PRINCIPAL AND WILL NOT ACCRUE
      INTEREST. THE HOLDER OF THIS CERTIFICATE WILL BE ENTITLED ONLY TO CERTAIN
      LIMITED DISTRIBUTIONS AS PROVIDED IN THE TRUST AGREEMENT.

     

    THIS
      CERTIFICATE IS SUBORDINATE IN RIGHT OF PAYMENT AS DESCRIBED IN THE TRUST
      AGREEMENT REFERRED TO HEREIN.

     

    THIS
      CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
      (THE “1933 ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS CERTIFICATE NOR ANY
      INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED,
      PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
      REGISTRATION, UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
      REGISTRATION.

     

    THE
      HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR
      OTHERWISE TRANSFER SUCH CERTIFICATE ONLY (A) PURSUANT TO A REGISTRATION
      STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE 1933 ACT, (B) TO A PERSON
      IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE
      144A UNDER THE 1933 ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT
      OF
      A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS
      BEING MADE IN RELIANCE ON RULE 144A, OR (C) PURSUANT TO ANOTHER AVAILABLE
      EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT, SUBJECT TO THE
      TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER TO REQUIRE THE
      DELIVERY OF A CERTIFICATE OF TRANSFER IN THE FORM APPEARING IN THE TRUST
      AGREEMENT.

     

    NEITHER
      THIS CERTIFICATE, NOR ANY BENEFICIAL INTEREST IN THIS CERTIFICATE, MAY BE
      TRANSFERRED, SOLD, PLEDGED, OR OTHERWISE DISPOSED OF UNLESS PRIOR TO SUCH
      DISPOSITION, THE PROPOSED TRANSFEREE DELIVERS TO THE TRUSTEE (I) AN AFFIDAVIT
      STATING (A) THAT THE PROPOSED TRANSFEREE IS NOT A “DISQUALIFIED ORGANIZATION”
WITHIN THE MEANING OF SECTION 860E(E)(5) OF THE INTERNAL REVENUE CODE OF 1986,
      AS AMENDED (THE “CODE”) AND IS NOT PURCHASING THE CERTIFICATE ON BEHALF OF A
      DISQUALIFIED ORGANIZATION, (B) THAT NO PURPOSE OF SUCH TRANSFER IS TO AVOID
      OR
      IMPEDE THE ASSESSMENT OR COLLECTION OF TAX, (C) IN THE CASE OF A NON-U.S.
      PERSON, THAT THE PROPOSED TRANSFEREE IS A NON U.S. PERSON THAT HOLDS A RESIDUAL
      CERTIFICATE IN CONNECTION WITH THE CONDUCT OF A TRADE OR BUSINESS WITHIN THE
      UNITED STATES AND HAS FURNISHED THE TRANSFEROR AND THE TRUSTEE WITH AN EFFECTIVE
      INTERNAL REVENUE SERVICE FORM 4224 OR SUCCESSOR FORM AT THE TIME AND IN THE
      MANNER REQUIRED BY THE CODE.

     


    
      
        
        

      

      
        Exhibit
          A-6-1

        
          

        

      

      
        
        

      

    


    NO
      TRANSFER OF THIS CERTIFICATE SHALL BE REGISTERED UNLESS THE PROSPECTIVE
      TRANSFEREE PROVIDES THE TRUSTEE WITH (A) A CERTIFICATION TO THE EFFECT THAT
      SUCH
      TRANSFEREE (1) IS NEITHER AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
      ARRANGEMENT SUBJECT TO SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY
      ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE
      OF 1986, AS AMENDED (THE “CODE”), (COLLECTIVELY, A “PLAN”) NOR A PERSON ACTING
      ON BEHALF OF ANY SUCH PLAN NOR A PERSON USING THE ASSETS OF ANY SUCH PLAN OR
      (2)
      IF THE CERTIFICATE HAS BEEN THE SUBJECT OF AN ERISA-QUALIFYING UNDERWRITING
      AND
      THE TRANSFEREE IS AN INSURANCE COMPANY, SUCH TRANSFEREE IS PURCHASING SUCH
      CERTIFICATE WITH FUNDS CONTAINED IN AN “INSURANCE COMPANY GENERAL ACCOUNT” (AS
      SUCH TERM IS DEFINED IN SECTION V(e) OF THE PROHIBITED TRANSACTION CLASS
      EXEMPTION 95-60 (“PTCE 95-60”)) AND THE PURCHASE AND HOLDING OF SUCH CERTIFICATE
      ARE COVERED UNDER SECTIONS I AND III OF PTCE 95-60; OR (B) AN OPINION OF COUNSEL
      SATISFACTORY TO THE TRUSTEE, AND UPON WHICH THE TRUSTEE, THE MASTER SERVICER,
      ANY SERVICER, THE DEPOSITOR AND ANY NIMS INSURER SHALL BE ENTITLED TO RELY,
      TO
      THE EFFECT THAT THE PURCHASE OR HOLDING OF SUCH CERTIFICATE BY THE PROSPECTIVE
      TRANSFEREE WILL NOT RESULT IN ANY NON-EXEMPT PROHIBITED TRANSACTIONS UNDER
      TITLE
      I OF ERISA OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE TRUSTEE, THE
      MASTER SERVICER, ANY SERVICER, THE DEPOSITOR OR ANY NIMS INSURER TO ANY
      OBLIGATION IN ADDITION TO THOSE UNDERTAKEN BY SUCH ENTITIES IN THE TRUST
      AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUST FUND,
      THE TRUSTEE, THE MASTER SERVICER, ANY SERVICER, THE DEPOSITOR OR ANY NIMS
      INSURER. 

     


    
      
        
        

      

      
        Exhibit
          A-6-2

        
          

        

      

      
        
        

      

    


    STRUCTURED
      ASSET SECURITIES CORPORATION

    MORTGAGE
      PASS THROUGH CERTIFICATE, SERIES 2007-BNC1 CLASS [__]

     

    Evidencing
      a beneficial interest in two pools consisting primarily of certain conventional,
      first and second lien, fixed rate, fully amortizing and balloon, residential
      mortgage loans and other assets in a trust fund established by:

     

    STRUCTURED
      ASSET SECURITIES CORPORATION

     

    
      	
              Percentage
                Interest: 100%

            	
              Cut-off
                Date: October 1, 2007

            
	 	 
	
              NUMBER
                [__]

            	 


    

    



    
      
        
        

      

      
        Exhibit
          A-6-3

        
          

        

      

      
        
        

      

    


    THIS
      CERTIFIES THAT TFINN & CO. (on behalf of Lehman Pass-Through Securities
      Inc.) is the registered owner of the Percentage Interest evidenced by this
      Certificate evidencing beneficial ownership in a Trust Fund consisting primarily
      of (i) certain conventional, first and second lien, fixed rate, fully amortizing
      and balloon, residential mortgage loans acquired by the Trust Fund on the
      Closing Date (the “Mortgage Loans”), together with all collections therefrom and
      proceeds thereof (excluding all Scheduled Payments of principal and interest
      due
      on the Mortgage Loans on or before the Cut-off Date), (ii) any REO Property,
      together with all collections thereon and proceeds thereof, (iii) the
      Depositor’s rights under the Mortgage Loan Sale Agreement and the Servicing
      Agreements (including any security interest created thereby), (iv) the
      Depositor’s rights under any Insurance Policies related to the Mortgage Loans,
      (v) amounts on deposit from time to time in the Collection Account, the
      Certificate Account and the Basis Risk Reserve Fund and (vi) the Supplemental
      Interest Trust, the primary assets of which are the Swap Agreement and all
      proceeds thereof.

     

    Distributions
      on this Certificate will be made on the 25th day of each month or, if such
      day
      is not a Business Day, then on the next succeeding Business Day, commencing
      in
      November 2007 (each, a “Distribution Date”), to the Person in whose name this
      Certificate is registered at the close of business on the last Business Day
      of
      the calendar immediately preceding the month in which such Distribution Date
      occurs (or, in the case of the first Distribution Date, the Closing Date) (the
      “Record Date”), in an amount equal to the product of the Percentage Interest
      evidenced by this Certificate and the amount, if any, required to be distributed
      to all the Certificates of the Class represented by this Certificate. All sums
      distributable on this Certificate are payable in the coin or currency of the
      United States of America which at the time of payment is legal tender for the
      payment of public and private debts.

     

    Reference
      is hereby made to the further provisions of this Certificate set forth on the
      reverse hereof, which shall have the same effect as though fully set forth
      on
      the face of this Certificate.

     

    Unless
      the certificate of authentication hereon has been executed by or on behalf
      of
      the Trustee, whose name appears below by manual signature, this Certificate
      shall not be entitled to any benefit under the Trust Agreement or be valid
      for
      any purpose.

     


    
      
        
        

      

      
        Exhibit
          A-6-4

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
      executed.

     

    
      	 	
              U.S.
                BANK NATIONAL ASSOCIATION,

              as
                Trustee

               

              By:                    

              AUTHORIZED
                SIGNATORY

            
	 	 
	 	
              Dated: November
                ___, 2007

            


    

    


    


    TRUSTEE’S
      CERTIFICATE OF AUTHENTICATION

     

    This
      is
      one of the Certificates referred to in the within-mentioned Trust
      Agreement.

     

    
      	 	
              U.S.
                BANK NATIONAL ASSOCIATION,

              as
                Trustee

               

              By:                    

              AUTHORIZED
                SIGNATORY

            
	 	 
	 	
              Dated: November
                ___, 2007

            


    

    




    
      
        
        

      

      
        Exhibit
          A-6-5

        
          

        

      

      
        
        

      

    

     

    EXECUTION

     


    EXHIBIT
      A-7


     

    [FORM
      OF
      REVERSE OF CERTIFICATE]

     

    STRUCTURED
      ASSET SECURITIES CORPORATION

    MORTGAGE
      PASS THROUGH CERTIFICATE, SERIES 2007-BNC1

     

    This
      Certificate is one of a duly authorized issue of certificates designated as
      Structured Asset Securities Corporation Mortgage Pass Through Certificates,
      Series 2007-BNC1 (the “Certificates”), representing all or part of a beneficial
      ownership interest in (a) the Trust Fund and (b) the Supplemental Interest
      Trust, each established pursuant to the Trust Agreement dated as of October
      1,
      2007 (the “Trust Agreement”), among Structured Asset Securities Corporation, as
      Depositor, Aurora Loan Services LLC, as Master Servicer, U.S. Bank National
      Association, as Trustee, and Clayton Fixed Income Services Inc., as Credit
      Risk
      Manager, to which terms, provisions and conditions thereof the Holder of this
      Certificate by virtue of the acceptance hereof assents, and by which such Holder
      is bound. The Certificates consist of the following Classes: the Class A1,
      Class
      A2, Class A3, Class A4, Class M1, Class M2, Class M3, Class M4, Class M5, Class
      M6, Class M7, Class M8, Class M9, Class B1, Class B2, Class B3, Class P, Class
      X, Class R and Class LT-R Certificates.

     

    On
      each
      Distribution Date, the Total Distribution Amount for such date will be
      distributed from the Certificate Account to Holders of the Certificates
      according to the terms of the Trust Agreement. All distributions or allocations
      made with respect to each Class of Certificates on each Distribution Date shall
      be allocated among the outstanding Certificates of such Class based on the
      Certificate Principal Amount (or Percentage Interest) of each such
      Certificate.

     

    Distributions
      on this Certificate will be made by wire transfer in immediately available
      funds
      to the Holder of record of this Certificate on the immediately preceding Record
      Date to an account specified in writing by such Holder to the Trustee at least
      five (5) Business Days prior to the first Distribution Date to such Holder.
      Wire
      transfers will be made at the expense of the Holder requesting the same by
      deducting a wire transfer fee from the related distribution. The final
      distribution on this Certificate will be made, after due notice to the Holder
      of
      the pendency of such distribution, only upon presentation and surrender of
      this
      Certificate at the Corporate Trust Office (as defined below).

     

    The
      Corporate Trust Office with respect to the presentment and surrender of
      Certificates for the final distribution thereon and the presentment and
      surrender of the Certificates for any other purpose is the corporate trust
      office of the Trustee at One Federal Street, 3rd
      Floor,
      Boston, MA 02110, Attention: Structured Finance—SASCO 2007-BNC1. The Trustee may
      designate another address from time to time by notice to the Holders of the
      Certificates and the Depositor. The Trustee has executed this Certificate solely
      in its capacity as Trustee under the Trust Agreement and not individually,
      and
      the Trustee shall be liable hereunder only in respect of the assets of the
      Trust
      Fund.

     


    
      
        
        

      

      
        Exhibit
          A-7-1

        
          

        

      

      
        
        

      

    


    The
      Trust
      Agreement permits the amendment thereof from time to time by the Depositor,
      the
      Master Servicer and the Trustee with the consent of the Holders of not less
      than
      66 2/3% of the Class Principal Amount (or Percentage Interest) of each Class
      of
      Certificates affected thereby and with the consent of any NIMS Insurer, for
      the
      purpose of adding, changing or eliminating any provisions of the Trust Agreement
      or modifying the rights of the Holders of the Certificates thereunder, as
      provided in the Trust Agreement. Any consent by the Holder of this Certificate
      will be conclusive and binding on such Holder and upon all future Holders of
      this Certificate and of any Certificate issued upon the transfer hereof or
      in
      exchange herefor or in lieu hereof whether or not notation of such consent
      is
      made upon this Certificate. The Trust Agreement also permits the amendment
      thereof, in certain limited circumstances, with the prior written consent of
      any
      NIMS Insurer (and, in certain cases, the Swap Counterparty) but without the
      consent of the Holders of any of the Certificates.

     

    As
      provided in the Trust Agreement and subject to certain limitations therein
      set
      forth, the transfer of this Certificate is registrable in the Certificate
      Register upon surrender of this Certificate for registration of transfer at
      the
      Corporate Trust Office, duly endorsed by, or accompanied by a written instrument
      of transfer in form satisfactory to the Certificate Registrar, duly executed
      by
      the Holder hereof or such Holder’s attorney duly authorized in writing, and
      thereupon one or more new Certificates of the same Class of authorized
      denominations evidencing the same initial Certificate Principal Amount (or
      Percentage Interest) will be issued to the designated transferee or transferees.
      As provided in the Trust Agreement and subject to certain limitations therein
      set forth, this Certificate is exchangeable for new Certificates of the same
      Class evidencing the same aggregate initial Certificate Principal Amount (or
      Percentage Interest) as requested by the Holder surrendering the same. No
      service charge will be made for any such registration of transfer or exchange,
      but the Certificate Registrar may require payment of a sum sufficient to cover
      any tax or other governmental charge payable in connection
      therewith.

     

    The
      Class
      A1, Class A2, Class A3 and Class A4 Certificates are issuable only in registered
      form, in minimum denominations of $25,000 in initial Certificate Principal
      Amount and in integral multiples of $1 in excess thereof registered in the
      name
      of the nominee of the Clearing Agency, which shall maintain such Certificates
      through its book entry facilities. The Class M1, Class M2, Class M3, Class
      M4,
      Class M5, Class M6, Class M7, Class M8, Class M9, Class B1, Class B2 and Class
      B3 Certificates are issuable only in registered form, in denominations of
      $100,000 and in integral multiples of $1 in excess thereof registered in the
      name of the nominee of the Clearing Agency, which shall maintain such
      Certificates through its book-entry facilities. Each of the Class P and Class
      X
      Certificates are issuable in minimum denominations of 10% Percentage Interest
      and will be maintained in physical form. The Class LT-R and Class R Certificates
      will each be issued as a single Certificate and maintained in physical form.
      The
      Class R Certificates shall remain outstanding until the latest final
      Distribution Date for the Certificates (other than the Class LT-R Certificates),
      and the Class LT-R Certificates shall remain outstanding until the termination
      of the Trust Fund.

     

    The
      Certificates are subject to optional prepayment in full in accordance with
      the
      Trust Agreement on any Distribution Date after the date on which the Aggregate
      Pool Balance is less than 10% of the sum of the Cut off Date Balance, for an
      amount as specified in the Trust Agreement. In no event will any trust created
      by the Trust Agreement continue beyond the expiration of 21 years from the
      death
      of the last survivor of the descendants living at the date of the Trust
      Agreement of a certain person named in the Trust Agreement.

     


    
      
        
        

      

      
        Exhibit
          A-7-2

        
          

        

      

      
        
        

      

    


    The
      Depositor, the Master Servicer, the Trustee, the Certificate Registrar, any
      NIMS
      Insurer and any agent of any of them may treat the Person in whose name this
      Certificate is registered as the owner hereof for all purposes, and none of
      the
      Depositor, the Master Servicer, the Trustee, the Certificate Registrar, any
      NIMS
      Insurer or any such agent shall be affected by any notice to the
      contrary.

     

    As
      provided in the Trust Agreement, this Certificate and the Trust Agreement shall
      be construed in accordance with and governed by the laws of the State of New
      York, without regard to the conflict of laws principles applied in the State
      of
      New York. In the event of any conflict between the provisions of this
      Certificate and the Trust Agreement, the Trust Agreement shall be controlling.
      Any term used herein and not otherwise defined shall be as defined in the Trust
      Agreement.

     


    
      
        
        

      

      
        Exhibit
          A-7-3

        
          

        

      

      
        
        

      

    


    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s) and assign(s) and transfer(s)
      unto

     

    ______________________________________________________________________________

     

    ______________________________________________________________________________

     

    (Please
      print or type name and address, including postal zip code, of assignee and
      social security number or employer identification number)

     

    ______________________________________________________________________________

     

    the
      within Certificate stating in the names of the undersigned in the Certificate
      Register and does hereby irrevocably constitute and appoint

     

    ______________________________________________________________________________

     

    to
      transfer such Certificate in such Certificate Register of the
      Trust.

     

    I
      [we]
      further direct the Certificate Registrar to issue a new Certificate of the
      same
      Class of like principal to the above named assignee and deliver such Certificate
      to the following address:

     

    ______________________________________________________________________________

     

    ______________________________________________________________________________

     

    
      	 	 	 
	
              Dated:                    

            	 	
              Signature
                by or on behalf of Assignor

            
	 	 	 
	
              Authorized
                Officer

            	 	
              Signature
                Guaranteed

            
	 	 	 
	
              Name
                of Institution

            	 	
              NOTICE:
                The signature(s) of this assignment must correspond with the name(s)
                on
                the face of this Certificate without alteration or any change whatsoever.
                The signature must be guaranteed by a participant in the Securities
                Transfer Agents Medallion Program, the New York Stock Exchange Medallion
                Signature Program or the Stock Exchanges Medallion Program. Notarized
                or
                witnessed signatures are not acceptable as guaranteed
                signatures.

            


    

    



    
      
        
        

      

      
        Exhibit
          A-7-4

        
          

        

      

      
        
        

      

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for the information of the Certificate
      Registrar. Distributions shall be made by wire transfer in immediately available
      funds to

     

      
        

      

    

     
      

    for
      the
      account of                                

     

    account
      number __________________ or, if mailed by check, to 

     

      
        

      

    

     

    Applicable
      reports and statements should be mailed to 

     

      
        

      

    

     

    This
      information is provided by ,

     

    the
      assignee named above, or ____________________________________ as its agent.
      

     


    
      
        
        

      

      
        Exhibit
          A-7-5

        
          

        

      

      
        
        

      

    

     

    EXECUTION

     


    EXHIBIT
      B-1


     

    FORM
      OF
      INITIAL CERTIFICATION

    ____________________

    Date

     

    U.S.
      Bank
      National Association

    One
      Federal Street

    3rd
      Floor

    Boston,
      Massachusetts 02110

    


    Structured
      Asset Securities Corporation

    745
      Seventh Avenue, 13th Floor

    New
      York,
      New York 10019

     

    [SERVICERS]

     

    
      	 	
              Re:

            	
              Trust
                Agreement dated as of October 1, 2007 (the “Trust Agreement”), by and
                among Structured Asset Securities Corporation, as Depositor, U.S.
                Bank
                National Association, as Trustee, Aurora Loan Services LLC, as Master
                Servicer, and Clayton Fixed Income Services Inc., as Credit Risk
                Manager
                with respect to Structured Asset Securities Corporation Mortgage
                Pass-Through Certificates,

               Series
                2007-BNC1            

            


    

     

    Ladies
      and Gentlemen:

     

    In
      accordance with Section 2.02(a) of the Trust Agreement, subject to review of
      the
      contents thereof, the undersigned, as the Custodian, hereby certifies that
      it
      has received the documents listed in Section 2.01(b) of the Trust Agreement
      for
      each Mortgage File pertaining to each Mortgage Loan listed on Schedule A, to
      the
      Trust Agreement, subject to any exceptions noted on Schedule I
      hereto.

     

    Capitalized
      words and phrases used herein and not otherwise defined herein shall have the
      respective meanings assigned to them in the Trust Agreement. This Certificate
      is
      subject in all respects to the terms of Section 2.02 of the Trust Agreement
      and
      the Trust Agreement sections cross-referenced therein.

     

    
      	 	
              [Custodian]

               

              By:                    

              Name:
                

              Title:
                

            


    



    
      
        
        

      

      
        Exhibit
          B-1

        
          

        

      

      
        
        

      

    

     

    EXECUTION 


     

    EXHIBIT
      B-2

     

    FORM
      OF
      INTERIM CERTIFICATION

    ____________________

    Date

     

    U.S.
      Bank
      National Association

    One
      Federal Street

    3rd
      Floor

    Boston,
      Massachusetts 02110

    


    Structured
      Asset Securities Corporation

    745
      Seventh Avenue, 13th Floor

    New
      York,
      New York 10019

     

    [SERVICERS]

     

    
      	 	
              Re:

            	
              Trust
                Agreement dated as of October 1, 2007 (the “Trust Agreement”), by and
                among Structured Asset Securities Corporation, as Depositor, U.S.
                Bank
                National Association, as Trustee, Aurora Loan Services LLC, as Master
                Servicer, and Clayton Fixed Income Services Inc., as Credit Risk
                Manager
                with respect to Structured Asset Securities Corporation Mortgage
                Pass-Through Certificates,

              Series
                2007-BNC1                            

            


    

       


    Ladies
      and Gentlemen:

     

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

     

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

     

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

     

    
      	 	
              [Custodian]

               

              By:                

              Name:
                

              Title:
                

            


    

    


      
        
          
          

        

        
          Exhibit
            B-2

          
            

          

        

        
          
          

        

      

       

      EXECUTION



    EXHIBIT
      B-3

     

    FORM
      OF
      FINAL CERTIFICATION

    ___________________

    Date

     

    U.S.
      Bank
      National Association

    One
      Federal Street

    3rd
      Floor

    Boston,
      Massachusetts 02110

    


    Structured
      Asset Securities Corporation

    745
      Seventh Avenue, 13th Floor

    New
      York,
      New York 10019

     

    [SERVICERS]

     

    
      	 	
              Re:

            	
              Trust
                Agreement dated as of October 1, 2007 (the “Trust Agreement”), by and
                among Structured Asset Securities Corporation, as Depositor, U.S.
                Bank
                National Association, as Trustee, Aurora Loan Services LLC, as Master
                Servicer, and Clayton Fixed Income Services Inc., as Credit Risk
                Manager
                with respect to Structured Asset Securities Corporation Mortgage
                Pass-Through Certificates,

              Series
                2007-BNC1                        

            


    

      


    Ladies
      and Gentlemen:

     

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

     

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


     

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

     

    
      	 	
              [Custodian]

               

              By:                    

              Name:
                

              Title:
                

            


    


    
      
        
        

      

      
        Exhibit
          B-3

        
          

        

      

      
        
        

      

    

     

    EXECUTION



    EXHIBIT
      B-4

     

    FORM
      OF
      ENDORSEMENT

     

    Pay
      to
      the order of U.S. Bank National Association, as Trustee (the “Trustee”) under
      the Trust Agreement dated as of October 1, 2007 by and among Structured Asset
      Securities Corporation, as Depositor, the Trustee, Aurora Loan Services LLC,
      as
      Master Servicer, and Clayton Fixed Income Services Inc., as Credit Risk Manager
      relating to Structured Asset Securities Corporation Mortgage Pass-Through
      Certificates, Series 2007-BNC1, without recourse.

     

    
      	 	 
	 	
              [current
                signatory on note]

               

              By:                        

              Name:
                

              Title:
                

            


    

    




    
      
        
        

      

      
        Exhibit
          B-4

        
          

        

      

      
        
        

      

    

     

    EXECUTION



    EXHIBIT
      C

     

    REQUEST
      FOR RELEASE OF DOCUMENTS AND RECEIPT

    ____________________

    Date

     

    [Addressed
      to Trustee

    or,
      if
      applicable, the Custodian]

     

    In
      connection with the administration of the mortgages held by you as Trustee
      under
      a certain Trust Agreement dated as of October 1, 2007 by and among Structured
      Asset Securities Corporation, as Depositor, you, as Trustee, Aurora Loan
      Services LLC, as Master Servicer, and Clayton Fixed Income Services Inc., as
      Credit Risk Manager, (the “Trust Agreement”), the undersigned [Servicer] [Master
      Servicer] hereby requests a release of the Mortgage File held by you as Trustee
      with respect to the following described Mortgage Loan for the reason indicated
      below.

     

    Mortgagor’s
      Name:

     

    Address:

     

    Loan
      No.:

     

    Reason
      for requesting file:

     

    1. Mortgage
      Loan paid in full. (The Servicer hereby certifies that all amounts received
      in
      connection with the loan have been or will be credited to the Certificate
      Account pursuant to the Trust Agreement.)

     

    2. The
      Mortgage Loan is being foreclosed.

     

    3. Mortgage
      Loan substituted. (The Servicer hereby certifies that a Qualifying Substitute
      Mortgage Loan has been assigned and delivered to you along with the related
      Mortgage File pursuant to the Trust Agreement.)

     

    4. Mortgage
      Loan repurchased. (The [Servicer] [Master Servicer] hereby certifies that the
      Purchase Price 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).

     


    
      
        
        

      

      
        Exhibit
          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

            


    

    




    
      
        
        

      

      
        Exhibit
          C-2

        
          

        

      

      
        
        

      

    

     

    EXECUTION



    EXHIBIT
      D-1


     

    FORM
      OF
      RESIDUAL CERTIFICATE TRANSFER AFFIDAVIT (TRANSFEREE)

     

    
      	
              STATE
                OF

            	
              )

            


    

    
      	 	
              )
                ss.:

            


    

    
      	
              COUNTY
                OF

            	
              )

            


    

     

    [NAME
      OF
      OFFICER], _________________ being first duly sworn, deposes and
      says:

     

    
      	 	
              1.

            	
              That
                he [she] is [title of officer] ________________________ of [name
                of
                Purchaser] _________________________________________ (the “Purchaser”), a
                _______________________ [description of type of entity] duly organized
                and
                existing under the laws of the [State of __________] [United States],
                on
                behalf of which he [she] makes this
                affidavit.

            


    

     

    
      	 	
              2.

            	
              That
                the Purchaser’s Taxpayer Identification Number is
                .

            


    

     

    
      	 	
              3.

            	
              That
                the Purchaser is not a “disqualified organization” within the meaning of
                Section 860E(e)(5) of the Internal Revenue Code of 1986, as amended
                (the
                “Code”) and will not be a “disqualified organization” as of [date of
                transfer], and that the Purchaser is not acquiring a Residual Certificate
                (as defined in the Agreement) for the account of, or as agent (including
                a
                broker, nominee, or other middleman) for, any person or entity from
                which
                it has not received an affidavit substantially in the form of this
                affidavit. For these purposes, a “disqualified organization” means the
                United States, any state or political subdivision thereof, any foreign
                government, any international organization, any agency or instrumentality
                of any of the foregoing (other than an instrumentality if all of
                its
                activities are subject to tax and a majority of its board of directors
                is
                not selected by such governmental entity), any cooperative organization
                furnishing electric energy or providing telephone service to persons
                in
                rural areas as described in Code Section 1381(a)(2)(C), any “electing
                large partnership” within the meaning of Section 775 of the Code, or any
                organization (other than a farmers’ cooperative described in Code Section
                521) that is exempt from federal income tax unless such organization
                is
                subject to the tax on unrelated business income imposed by Code Section
                511.

            


    

     

    
      	 	
              4.

            	
              That
                the Purchaser either (x) is not, and on __________________ [date
                of
                transfer] will not be, an employee benefit plan or other retirement
                arrangement subject to Section 406 of the Employee Retirement Income
                Security Act of 1974, as amended (“ERISA”), or Section 4975 of the Code,
                (collectively, a “Plan”) or a person acting on behalf of any such Plan or
                investing the assets of any such Plan to acquire a Residual Certificate;
                (y) if the Residual Certificate has been the subject of an
                ERISA-Qualifying Underwriting, is an insurance company that is purchasing
                the Residual Certificate with funds contained in an “insurance company
                general account” as defined in Section V(e) of Prohibited Transaction
                Class Exemption (“PTCE”) 95-60 and the purchase and holding of the
                Residual Certificate are covered under Sections I and III of PTCE
                95-60;
                or (z) herewith delivers to the Trustee an opinion of counsel (a
“Benefit
                Plan Opinion”) satisfactory to the Trustee, and upon which the Trustee,
                the Master Servicer, any Servicer, the Depositor and any NIMS Insurer
                shall be entitled to rely, to the effect that the purchase or holding
                of
                such Residual Certificate by the Investor will not result in any
                non-exempt prohibited transactions under Title I of ERISA or Section
                4975
                of the Code and will not subject the Trustee, the Depositor, the
                Master
                Servicer, any Servicer or any NIMS Insurer to any obligation in addition
                to those undertaken by such entities in the Trust Agreement, which
                opinion
                of counsel shall not be an expense of the Trust Fund or any of the
                above
                parties.

            


    

     


    
      
        
        

      

      
        Exhibit
          D-1-1

        
          

        

      

      
        
        

      

    


    
      	 	
              5.

            	
              That
                the Purchaser hereby acknowledges that under the terms of the Trust
                Agreement (the “Agreement”) by and among Structured Asset Securities
                Corporation, as Depositor, U.S. Bank National Association, as Trustee,
                Aurora Loan Services LLC, as Master Servicer, and Clayton Fixed Income
                Services Inc., as Credit Risk Manager, dated as of October 1, 2007,
                no
                transfer of the Residual Certificate shall be permitted to be made
                to any
                person unless the Depositor and Trustee have received a certificate
                from
                such transferee containing the representations in paragraphs 3 and
                4
                hereof.

            


    

     

    
      	 	
              6.

            	
              That
                the Purchaser does not hold REMIC residual securities as nominee
                to
                facilitate the clearance and settlement of such securities through
                electronic book entry changes in accounts of participating organizations
                (such entity, a “Book-Entry
                Nominee”).

            


    

     

    
      	 	
              7.

            	
              That
                the Purchaser does not have the intention to impede the assessment
                or
                collection of any federal, state or local taxes legally required
                to be
                paid with respect to such Residual
                Certificate.

            


    

     

    
      	 	
              8.

            	
              That
                the Purchaser will not transfer a Residual Certificate to any person
                or
                entity (i) as to which the Purchaser has actual knowledge that the
                requirements set forth in paragraph 3, paragraph 6 or paragraph 10
                hereof
                are not satisfied or that the Purchaser has reason to believe does
                not
                satisfy the requirements set forth in paragraph 7 hereof, and (ii)
                without
                obtaining from the prospective Purchaser an affidavit substantially
                in
                this form and providing to the Trustee a written statement substantially
                in the form of Exhibit D-2 to the
                Agreement.

            


    

     

    
      	 	
              9.

            	
              That
                the Purchaser understands that, as the holder of a Residual Certificate,
                the Purchaser may incur tax liabilities in excess of any cash flows
                generated by the interest and that it intends to pay taxes associated
                with
                holding such Residual Certificate as they become
                due.

            


    

     

    
      	 	
              10.

            	
              That
                the Purchaser (i) is not a Non U.S. Person or (ii) is a Non U.S.
                Person
                that holds a Residual Certificate in connection with the conduct
                of a
                trade or business within the United States and has furnished the
                transferor and the Trustee with an effective Internal Revenue Service
                Form
                W-8ECI (Certificate of Foreign Person’s Claim for Exemption From
                Withholding on Income Effectively Connected With the Conduct of a
                Trade or
                Business in the United States) or successor form at the time and
                in the
                manner required by the Code or (iii) is a Non U.S. Person that has
                delivered to both the transferor and the Trustee an opinion of a
                nationally recognized tax counsel to the effect that the transfer
                of such
                Residual Certificate to it is in accordance with the requirements
                of the
                Code and the regulations promulgated thereunder and that such transfer
                of
                a Residual Certificate will not be disregarded for federal income
                tax
                purposes. “Non U.S. Person” means an individual, corporation, partnership
                or other person other than (i) a citizen or resident of the United
                States;
                (ii) a corporation, partnership or other entity created or organized
                in or
                under the laws of the United States or any state thereof, including
                for
                this purpose, the District of Columbia; (iii) an estate that is subject
                to
                U.S. federal income tax regardless of the source of its income; (iv)
                a
                trust if a court within the United States is able to exercise primary
                supervision over the administration of the trust and one or more
                United
                States trustees have authority to control all substantial decisions
                of the
                trust; and, (v) to the extent provided in Treasury regulations, certain
                trusts in existence on August 20, 1996 that are treated as United
                States
                persons prior to such date and elect to continue to be treated as
                United
                States persons.

            


    

     


    
      
        
        

      

      
        Exhibit
          D-1-2

        
          

        

      

      
        
        

      

    


    
      	 	
              11.

            	
              That
                the Purchaser agrees to such amendments of the Trust Agreement as
                may be
                required to further effectuate the restrictions on transfer of any
                Residual Certificate to such a “disqualified organization,” an agent
                thereof, a Book Entry Nominee, or a person that does not satisfy
                the
                requirements of paragraph 7 and paragraph 10
                hereof.

            


    

     

    
      	 	
              12.

            	
              That
                the Purchaser consents to the designation of the Trustee as its agent
                to
                act as “tax matters person” of the Trust Fund pursuant to the Trust
                Agreement.

            


    

     


    
      
        
        

      

      
        Exhibit
          D-1-3

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Purchaser has caused this instrument to be executed on
      its
      behalf, pursuant to authority of its Board of Directors, by its [title of
      officer] this _____ day of __________, 20__.

     

    
      	 	 
	 	
              [Name
                of Purchaser]

               

               

              By:                    

              Name:
                

              Title:
                

            


    

    


    


    Personally
      appeared before me the above named [name of officer] ________________, known
      or
      proved to me to be the same person who executed the foregoing instrument and
      to
      be the [title of officer] _________________ of the Purchaser, and acknowledged
      to me that he [she] executed the same as his [her] free act and deed and the
      free act and deed of the Purchaser.

     

    Subscribed
      and sworn before me this _____ day of __________, 20__.

     

    NOTARY
      PUBLIC

                        

     

    COUNTY
      OF                    

     

    STATE
      OF                    

     

    My
      commission expires the _____ day of __________, 20__.

     



    
      
        
        

      

      
        Exhibit
          D-1-4

        
          

        

      

      
        
        

      

    

     

    EXECUTION



    EXHIBIT
      D-2


     

    FORM
      OF
      RESIDUAL CERTIFICATE TRANSFER AFFIDAVIT (TRANSFEROR)

     

     

    ____________________

    Date

     

    Re:          
      Structured
      Asset Securities Corporation

    Mortgage
      Pass-Through Certificates, Series 2007-BNC1

     

    _______________________
      (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:
                

            


    

    



    
      
        
        

      

      
        Exhibit
          D-2

        
          

        

      

      
        
        

      

    

     

    EXECUTION



    EXHIBIT
      E


     

    LIST
      OF
      SERVICING AGREEMENTS

     

    
      	 	
              1.

            	
              Securitization
                Servicing Agreement dated as of October 1, 2007, by and among LBH,
                as
                seller, JPMorgan Chase Bank, National Association, as servicer, and
                the
                Master Servicer.

            


    

     

    
      	 	
              2.

            	
              Securitization
                Subservicing Agreement dated as of October 1, 2007, by and among
                LBH, as
                seller, Wells Fargo Bank, N.A., as servicer, and the Master
                Servicer.

            


    

     

    
      	 	
              3.

            	
              Securitization
                Servicing Agreement dated as of October 1, 2007, by and among LBH,
                as
                seller, and Aurora Loan Services LLC, as servicer and the Master
                Servicer.

            


    

     


    
      
        
        

      

      
        Exhibit
          E

        
          

        

      

      
        
        

      

    

     

    EXECUTION



    EXHIBIT
      F


     

    FORM
      OF
      RULE 144A TRANSFER CERTIFICATE

     

    
      	 	
              Re:

            	
              Structured
                Asset Securities Corporation

            


    

    Mortgage
      Pass Through Certificates, Series 2007-BNC1

     

    Reference
      is hereby made to the Trust Agreement dated as of October 1, 2007 (the “Trust
      Agreement”) by and among Structured Asset Securities Corporation, as Depositor,
      U.S. Bank National Association, as Trustee, Aurora Loan Services LLC, as Master
      Servicer, and Clayton Fixed Income Services Inc., as Credit Risk Manager.
      Capitalized terms used but not defined herein shall have the meanings given
      to
      them in the Trust Agreement.

     

    This
      letter relates to $__________ initial Certificate Balance of Class ______
      Certificates which are held in the form of Definitive Certificates registered
      in
      the name of _______________ (the “Transferor”). The Transferor has requested a
      transfer of such Definitive Certificates for Definitive Certificates of such
      Class registered in the name of [insert name of transferee].

     

    In
      connection with such request, and in respect of such Certificates, the
      Transferor hereby certifies that such Certificates are being transferred in
      accordance with (i) the transfer restrictions set forth in the Trust Agreement
      and the Certificates and (ii) Rule 144A under the Securities Act to a purchaser
      that the Transferor reasonably believes is a “qualified institutional buyer”
within the meaning of Rule 144A purchasing for its own account or for the
      account of a “qualified institutional buyer,” which purchaser is aware that the
      sale to it is being made in reliance upon Rule 144A, in a transaction meeting
      the requirements of Rule 144A and in accordance with any applicable securities
      laws of any state of the United States or any other applicable
      jurisdiction.

     

    This
      certificate and the statements contained herein are made for your benefit and
      the benefit of the Depositor.

     

    
      	 	 
	 	
              [Name
                of Transferor]

               

              By:                    

              Name:
                

              Title:
                

            


    

    


    Dated:
      ___________, ____



    
      
        
        

      

      
        Exhibit
          F

        
          

        

      

      
        
        

      

    

     

    EXECUTION



    EXHIBIT
      G

     

     

    FORM
      OF
      PURCHASER’S LETTER FOR

    INSTITUTIONAL
      ACCREDITED INVESTORS

     

     

    ____________________

    Date

     

    Dear
      Sirs:

     

    In
      connection with our proposed purchase of $______________ principal amount of
      Structured Asset Securities Corporation Mortgage Pass Through Certificates,
      Series 2007 BNC1, [Class B1][Class B2][Class B3] Certificates (the “Privately
      Offered Certificates”) of the Structured Asset Securities Corporation (the
“Depositor”), we confirm that:

     

    
      	
              (1)

            	
              We
                understand that the Privately Offered Certificates have not been,
                and will
                not be, registered under the Securities Act of 1933, as amended (the
                “Securities Act”), and may not be sold except as permitted in the
                following sentence. We agree, on our own behalf and on behalf of
                any
                accounts for which we are acting as hereinafter stated, that if we
                should
                sell any Privately Offered Certificates within two years of the later
                of
                the date of original issuance of the Privately Offered Certificates
                or the
                last day on which such Privately Offered Certificates are owned by
                the
                Depositor or any affiliate of the Depositor we will do so only (A)
                to the
                Depositor, (B) to “qualified institutional buyers” (within the meaning of
                Rule 144A under the Securities Act) in accordance with Rule 144A
                under the
                Securities Act (“QIBs”), (C) pursuant to the exemption from registration
                provided by Rule 144 under the Securities Act, or (D) to an institutional
                “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or
                (7) of Regulation D under the Securities Act that is not a QIB (an
                “Institutional Accredited Investor”) which, prior to such transfer,
                delivers to the Trustee under the Trust Agreement dated as of October
                1,
                2007 by and among the Depositor, Aurora Loan Services LLC, as Master
                Servicer, U.S. Bank National Association, as Trustee (the “Trustee”), and
                Clayton Fixed Income Services Inc., as Credit Risk Manager, a signed
                letter in the form of this letter; and we further agree, in the capacities
                stated above, to provide to any person purchasing any of the Privately
                Offered Certificates from us a notice advising such purchaser that
                resales
                of the Privately Offered Certificates are restricted as stated
                herein.

            


    

     

    
      	
              (2)

            	
              We
                understand that, in connection with any proposed resale of any Privately
                Offered Certificates to an Institutional Accredited Investor, we
                will be
                required to furnish to the Trustee and the Depositor a certification
                from
                such transferee in the form hereof to confirm that the proposed sale
                is
                being made pursuant to an exemption from, or in a transaction not
                subject
                to, the registration requirements of the Securities Act. We further
                understand that the Privately Offered Certificates purchased by us
                will
                bear a legend to the foregoing
                effect.

            


    

     

    
      	
              (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.

            


    

     


    
      
        
        

      

      
        Exhibit
          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.

     


    
      
        
        

      

      
        Exhibit
          G-2

        
          

        

      

      
        
        

      

    


    You
      and
      the Depositor are entitled to rely upon this letter and are irrevocably
      authorized to produce this letter or a copy hereof to any interested party
      in
      any administrative or legal proceeding or official inquiry with respect to
      the
      matters covered hereby.

     

    
      	 	
              Very
                truly yours,

               

                                  

              [Purchaser]

               

               

              By:                    

              Name:
                

              Title:
                

            


    

    



    
      
        
        

      

      
        Exhibit
          G-3

        
          

        

      

      
        
        

      

    

    EXECUTION



    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 Servicer, the Depositor and any NIMS
      Insurer shall be entitled to rely, to the effect that the purchase or holding
      of
      such Certificate by the Investor will not result in any non-exempt prohibited
      transactions under Title I of ERISA or Section 4975 of the Code and will not
      subject the Trustee, the Depositor, the Master Servicer, any Servicer or any
      NIMS Insurer to any obligation in addition to those undertaken by such entities
      in the Trust Agreement, which opinion of counsel shall not be an expense of
      the
      Trust Fund or any of the above parties.

     

    3. In
      the
      case of an ERISA-Restricted Trust Certificate, prior to the termination of
      the
      Swap Agreement, either (i) the Investor is neither a Plan nor a person acting
      on
      behalf of any such Plan or using the assets of any such Plan to effect such
      transfer or (ii) the acquisition and holding of the ERISA-Restricted Trust
      Certificate are eligible for exemptive relief under the statutory exemption
      for
      nonfiduciary service providers under Section 408(b)(17) of ERISA and Section
      4975(d)(20) of the Code, PTCE 84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60 or PTCE
      96-23 or some other applicable exemption.

     


    
      
        
        

      

      
        Exhibit
          H-1

        
          

        

      

      
        
        

      

    


    4. The
      Investor hereby acknowledges that under the terms of the Trust Agreement (the
      “Agreement”) by and among Structured Asset Securities Corporation, as Depositor,
      U.S. Bank National Association, as Trustee, Aurora Loan Services LLC, as Master
      Servicer, and Clayton Fixed Income Services Inc., as Credit Risk Manager, dated
      as of October 1, 2007, no transfer of the ERISA-Restricted Certificates or
      the
      ERISA-Restricted Trust Certificates shall be permitted to be made to any person
      unless the Trustee have received a certificate from such transferee in the
      form
      hereof.

     


    
      
        
        

      

      
        Exhibit
          H-2

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Investor has caused this instrument to be executed on
      its
      behalf, pursuant to proper authority, by its duly authorized officer, duly
      attested, this ____ day of _______________, 20___.

     

    
      	 	 
	 	
              [Investor]

               

               

              By:                    

              Name:
                

              Title:
                

            


    

    


    ATTEST:

                        

     


    
      	
              STATE
                OF 

            	
              )

            


    

    
      	 	
              )
                ss:

            


    

    
      	
              COUNTY
                OF

            	
              )

            


    

     

    Personally
      appeared before me the above-named ________________, known or proved to me
      to be
      the same person who executed the foregoing instrument and to be the
      ____________________ of the Investor, and acknowledged that he executed the
      same
      as his free act and deed and the free act and deed of the Investor.

     

    Subscribed
      and sworn before me this _____ day of _________ 20___.

     

    
      	 	 
	 	
              NOTARY
                PUBLIC

               

               

              My
                commission expires the

              _____
                day of __________, 20___.

            


    

    




    
      
        
        

      

      
        Exhibit
          H-3

        
          

        

      

      
        
        

      

    

     

    EXECUTION



    EXHIBIT
      I

     

    [RESERVED]

     



    
      
        
        

      

      
        Exhibit
          I

        
          

        

      

      
        
        

      

    

     

    EXECUTION



    EXHIBIT
      J


     

    [RESERVED]

     


    
      
        
        

      

      
        Exhibit
          J

        
          

        

      

      
        
        

      

    


    
       

      EXECUTION

EXHIBIT
      K

     

    DESCRIPTION
      OF CUSTODIAL AGREEMENT

     

    
      	 	
              1.

            	
              Custodial
                Agreement dated as of October 1, 2007 between Deutsche Bank National
                Trust
                Company, as Custodian, and U.S. Bank National Association, as
                Trustee.

            


    

     


    
      
        
        

      

      
        Exhibit
          K

        
          

        

      

      
        
        

      

    

     

    EXECUTION



    EXHIBIT
      L

     

    LIST
      OF
      CREDIT RISK MANAGEMENT AGREEMENTS

     

    
      	 	
              1)

            	
              Credit
                Risk Management Agreement dated November 9, 2007 between the Credit
                Risk
                Manager and JPMorgan Chase Bank, National Association, as
                servicer.

            


    

    


    
      	 	
              2)

            	
              Credit
                Risk Management Agreement dated November 9, 2007 between the Credit
                Risk
                Manager and Wells Fargo Bank, N.A., as
                servicer.

            


    

    


    
      	 	
              3)

            	
              Credit
                Risk Management Agreement dated November 9, 2007 between the Credit
                Risk
                Manager and Aurora Loan Services LLC, as
                servicer.

            


    

    



    
      
        
        

      

      
        Exhibit
          L

        
          

        

      

      
        
        

      

    

     

    EXECUTION



    EXHIBIT
      M-1


     

    FORM
      OF
      TRANSFER CERTIFICATE

    FOR
      TRANSFER FROM RESTRICTED GLOBAL SECURITY

    TO
      REGULATION S GLOBAL SECURITY

    (Transfers
      pursuant to § 3.03(h)(B)

    of
      the
      Agreement)

     

    
      	 	
              Re:

            	
              Structured
                Asset Securities Corporation

            


    

    Mortgage
      Pass Through Certificates, Series 2007-BNC1

     

    Reference
      is hereby made to the Trust Agreement (the “Agreement”) by and among Structured
      Asset Securities Corporation, as Depositor, Aurora Loan Services LLC, as Master
      Servicer, Clayton Fixed Income Services Inc., as Credit Risk Manager, and U.S.
      Bank National Association, as Trustee, dated as of October 1, 2007. Capitalized
      terms used but not defined herein shall have the meanings given to them in
      the
      Agreement.

     

    This
      letter relates to U.S. $______________ aggregate principal amount of Securities
      which are held in the form of a Restricted Global Security with DTC in the
      name
      of [name of transferor] _______________ (the “Transferor”) to effect the
      transfer of the Securities in exchange for an equivalent beneficial interest
      in
      a Regulation S Global Security.

     

    In
      connection with such request, the Transferor does hereby certify that such
      transfer has been effected in accordance with the transfer restrictions set
      forth in the Agreement and the Securities and in accordance with Rule 904 of
      Regulation S, and that:

     

    a. the
      offer
      of the Securities was not made to a person in the United States; 

     

    b. at
      the
      time the buy order was originated, the transferee was outside the United States
      or the Transferor and any person acting on its behalf reasonably believed that
      the transferee was outside the United States;

     

    c. no
      directed selling efforts have been made in contravention of the requirements
      of
      Rule 903 or 904 of Regulation S, as applicable;

     

    d. the
      transaction is not part of a plan or scheme to evade the registration
      requirements of the United States Securities Act of 1933, as amended;
      and

     

    e. the
      transferee is not a U.S. person (as defined in Regulation S).

     


    
      
        
        

      

      
        Exhibit
          M-1-1

        
          

        

      

      
        
        

      

    


    You
      are
      entitled to rely upon this letter and are irrevocably authorized to produce
      this
      letter or a copy hereof to any interested party in any administrative or legal
      proceedings or official inquiry with respect to the matters covered hereby.
      Terms used in this certificate have the meanings set forth in Regulation
      S.

     

    
      	 	 
	 	
              [Name
                of Transferor]

               

               

              By:                    

              Name:
                

              Title:
                

            


    

    


    Date:
      _______________, __________

    



    
      
        
        

      

      
        Exhibit
          M-1-2

        
          

        

      

      
        
        

      

    

     

    EXECUTION



    EXHIBIT
      M-2

     

    FORM
      OF
      TRANSFER CERTIFICATE FOR TRANSFER

    FROM
      REGULATION S GLOBAL SECURITY

    TO
      RESTRICTED GLOBAL SECURITY

    (Transfers
      pursuant to § 3.03(h)(C)

    of
      the
      Agreement)

     

    
      	 	
              Re:

            	
              Structured
                Asset Securities Corporation

            


    

    Mortgage
      Pass Through Certificates, Series 2007-BNC1

     

    Reference
      is hereby made to the Trust Agreement (the “Agreement”) by and among Structured
      Asset Securities Corporation, as Depositor, Aurora Loan Services LLC, as Master
      Servicer, Clayton Fixed Income Services Inc., as Credit Risk Manager, and U.S.
      Bank National Association, as Trustee, dated as of October 1, 2007. Capitalized
      terms used but not defined herein shall have the meanings given to them in
      the
      Agreement.

     

    This
      letter relates to U.S. $_______________ aggregate principal amount of Securities
      which are held in the form of a Regulations S Global Security in the name of
      [name of transferor] ____________________ (the “Transferor”) to effect the
      transfer of the Securities in exchange for an equivalent beneficial interest
      in
      a Restricted Global Security.

     

    In
      connection with such request, and in respect of such Securities, the Transferor
      does hereby certify that such Securities are being transferred in accordance
      with (i) the transfer restrictions set forth in the Agreement and the Securities
      and (ii) Rule 144A under the United States Securities Act of 1933, as amended,
      to a transferee that the Transferor reasonably believes is purchasing the
      Securities for its own account or an account with respect to which the
      transferee exercises sole investment discretion, the transferee and any such
      account is a qualified institutional buyer within the meaning of Rule 144A,
      in a
      transaction meeting the requirements of Rule 144A and in accordance with any
      applicable securities laws of any state of the United States or any other
      jurisdiction.

     

    
      	 	 
	 	
              [Name
                of Transferor]

               

               

              By:                    

              Name:
                

              Title:
                

            


    

    


    Date:
      _______________, __________

    



    
      
        
        

      

      
        Exhibit
          M-2

        
          

        

      

      
        
        

      

    


    
       

      EXECUTION

EXHIBIT
      N

     

    [RESERVED]

    

      
        
          
          

        

        
          Exhibit
            N

          
            

          

        

        
          
          

        

      



    EXHIBIT
      O

     

    SWAP
      AGREEMENT

     

    See
      closing book or exhibit to Form 8-K filed with the SEC under

    Structured
      Asset Securities Corporation Mortgage Loan Trust
      2007-BNC1




    
      
        
        

      

      
        Exhibit
          O

        
          

        

      

      
        
        

      

    

     

    EXECUTION



    EXHIBIT
      P-1

     

    
      	
              ADDITIONAL
                FORM 10-D DISCLOSURE

            
	
              Item
                on Form 10-D

            	
              Party
                Responsible 

            
	
              Item
                1: Distribution and Pool Performance Information

               

            	 
	
              Information
                included in the Distribution Date Statement

            	
              Servicer(1)

              Master
                Servicer

              Trustee

            
	
              Any
                information required by 1121 which is NOT included on the Distribution
                Date 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
                proceedings known to be contemplated by governmental
                authorities:

            	 
	
              ▪
                Issuing Entity (Trust Fund)

            	
              Trustee,
                Master Servicer and Depositor

            
	
              ▪
                Sponsor (Seller)

            	
              Seller
                (if a party to the Trust Agreement) or Depositor

            
	
              ▪
                Depositor

            	
              Depositor

            
	
              ▪
                Trustee

            	
              Trustee

            
	
              ▪
                Master Servicer

            	
              Master
                Servicer

            
	
              ▪
                Custodian

            	
              Custodian(2)

            
	
              ▪
                1110(b) Originator

            	
              Depositor

            
	
              ▪
                Any 1108(a)(2) Servicer (other than the Master Servicer or
                Trustee)

            	
              Servicer(1)

            
	
              ▪
                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

            


    


    
      
        
        

      

      
        Exhibit
          P-1-1

        
          

        

      

      
        
        

      

    


    


    
      	
              ADDITIONAL
                FORM 10-D DISCLOSURE

            
	
              Item
                on Form 10-D

            	
              Party
                Responsible 

            
	
              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

               

              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

            
	
              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-D for the distribution
                period in which updated information is required pursuant to the
                Items.

            	 


    


    
      
        
        

      

      
        Exhibit
          P-1-2

        
          

        

      

      
        
        

      

    


    


    
      	
              ADDITIONAL
                FORM 10-D DISCLOSURE

            
	
              Item
                on Form 10-D

            	
              Party
                Responsible 

            
	
              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

            


    

    _______________________

    (1) This
      information to be provided pursuant to the applicable Servicing
      Agreement.

    (2) This
      information to be provided pursuant to the Custodial Agreement.

    


      
        
          
          

        

        
          Exhibit
            P-1-3

          
            

          

        

        
          
          

        

      

       

      EXECUTION

       

    

    EXHIBIT
      P-2

     

    
      	
              ADDITIONAL
                FORM 10-K DISCLOSURE

            
	
              Item
                on Form 10-K

            	
              Party
                Responsible 

            
	
              Item
                1B: Unresolved Staff Comments

               

            	
              Depositor

            
	
              Item
                9B: Other Information

              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

            	
              Trustee

              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-D for the distribution
                period in which 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-D for the distribution
                period in which updated information is required pursuant to the
                Items.

            	 
	
              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-D for the distribution
                period in which updated information is required pursuant to the
                Items.

            	 


    


    
      
        
        

      

      
        Exhibit
          P-2-1

        
          

        

      

      
        
        

      

    


    


    
      	
              ADDITIONAL
                FORM 10-K DISCLOSURE

            
	
              Item
                on Form 10-K

            	
              Party
                Responsible 

            
	
              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
                proceedings known to be contemplated by governmental
                authorities:

            	 
	
              ▪
                Issuing Entity (Trust Fund)

            	
              Trustee,
                Master Servicer and Depositor

            
	
              ▪
                Sponsor (Seller)

            	
              Seller
                (if a party to the Trust Agreement) or Depositor

            
	
              ▪
                Depositor

            	
              Depositor

            
	
              ▪
                Trustee

            	
              Trustee

            
	
              ▪
                Master Servicer

            	
              Master
                Servicer

            
	
              ▪
                Custodian

            	
              Custodian(1)

            
	
              ▪
                1110(b) Originator

            	
              Depositor

            
	
              ▪
                Any 1108(a)(2) Servicer (other than the Master Servicer or
                Trustee)

            	
              Servicer(2)

            
	
              ▪
                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) 

            
	
              ▪
                Master Servicer

            	
              Master
                Servicer 

            
	
              ▪
                Trustee

            	
              Trustee

            
	
              ▪
                Any other 1108(a)(3) servicer

            	
              Servicer(2)

            
	
              ▪
                Any 1110 Originator

            	
              Depositor

            
	
              ▪
                Any 1112(b) Significant Obligor

            	
              Depositor

            
	
              ▪
                Any 1114 Credit Enhancement Provider

            	
              Depositor

            
	
              ▪
                Any 1115 Derivate Counterparty Provider

            	
              Depositor

            
	
              ▪
                Any other 1101(d)(1) material party

            	
              Depositor

            
	
              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) 

            
	
              ▪
                Master Servicer

            	
              Master
                Servicer 

            
	
              ▪
                Trustee

            	
              Trustee

            


    


    
      
        
        

      

      
        Exhibit
          P-2-2

        
          

        

      

      
        
        

      

    


    


    
      	
              ADDITIONAL
                FORM 10-K DISCLOSURE

            
	
              Item
                on Form 10-K

            	
              Party
                Responsible 

            
	
              ▪
                Any other 1108(a)(3) servicer

            	
              Servicer(2)

            
	
              ▪
                Any 1110 Originator

            	
              Depositor

            
	
              ▪
                Any 1112(b) Significant Obligor

            	
              Depositor

            
	
              ▪
                Any 1114 Credit Enhancement Provider

            	
              Depositor

            
	
              ▪
                Any 1115 Derivate Counterparty Provider

            	
              Depositor

            
	
              ▪
                Any other 1101(d)(1) material party

            	
              Depositor

            
	
              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) 

            
	
              ▪
                Master Servicer

            	
              Master
                Servicer 

            
	
              ▪
                Trustee

            	
              Trustee

            
	
              ▪
                Any other 1108(a)(3) servicer

            	
              Servicer(2)

            
	
              ▪
                Any 1110 Originator

            	
              Depositor

            
	
              ▪
                Any 1112(b) Significant Obligor

            	
              Depositor

            
	
              ▪
                Any 1114 Credit Enhancement Provider

            	
              Depositor

            
	
              ▪
                Any 1115 Derivate Counterparty Provider

            	
              Depositor

            
	
              ▪
                Any other 1101(d)(1) material party

            	
              Depositor

            


    

     

    (1) This
      information to be provided pursuant to the Custodial Agreement.

    (2) This
      information to be provided pursuant to the applicable Servicing
      Agreement.



    
      
        
        

      

      
        Exhibit
          P-2-3

        
          

        

      

      
        
        

      

    

     

    EXECUTION



    EXHIBIT
      P-3

     

    
      	
              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 (with respect to any agreement entered into by such
                party)

            
	
              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 (with respect to any agreement entered into by such
                party)

            
	
              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(1)

            
	
              ▪
                Other Servicer servicing 20% or more of the pool assets at the time
                of the
                report

            	
              Servicer(1)

            
	
              ▪
                Other material servicers

            	
              Servicer(1)

            
	
              ▪
                Trustee

            	
              Trustee

            
	
              ▪
                Significant Obligor

            	
              Depositor

            
	
              ▪
                Credit Enhancer (10% or more)

            	
              Depositor

            
	
              ▪
                Derivative Counterparty

            	
              Depositor

            
	
              ▪
                Custodian

            	
              Custodian(2)

            


    


    
      
        
        

      

      
        Exhibit
          P-3-1

        
          

        

      

      
        
        

      

    


    


    
      	
              FORM
                8-K DISCLOSURE INFORMATION

            
	
              Item
                on Form 8-K

            	
              Party
                Responsible 

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

               

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

               

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

            	
              Depositor

              Master
                Servicer

              Trustee

            
	
              Item
                3.03- Material Modification to Rights of Security
                Holders

               

              Disclosure
                is required of any material modification to documents defining the
                rights
                of Certificateholders, including the Trust 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 Trustee

               

              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(1)/Trustee
                (as to itself)

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

            	
              Servicer(1)/Master
                Servicer/Depositor

            
	
              Reg
                AB disclosure about any new Trustee is also required.

            	
              New
                Trustee

            


    


    
      
        
        

      

      
        Exhibit
          P-3-2

        
          

        

      

      
        
        

      

    


    


    
      	
              FORM
                8-K DISCLOSURE INFORMATION

            
	
              Item
                on Form 8-K

            	
              Party
                Responsible 

            
	
              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

            
	
              Reg
                AB disclosure about any new enhancement provider is also
                required.

            	
              Depositor

            
	
              Item
                6.04- Failure to Make a Required Distribution

            	
              Trustee
                (so long as the Trustee is the Paying Agent)

            
	
              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

            


    

     

    (1) This
      information to be provided pursuant to the applicable Servicing
      Agreement.

    (2) This
      information to be provided pursuant to the Custodial Agreement.

    



    
      
        
        

      

      
        Exhibit
          P-3-3

        
          

        

      

      
        
        

      

    

     

    EXECUTION



    EXHIBIT
      P-4

     

    ADDITIONAL
      DISCLOSURE NOTIFICATION

    


    U.S.
      Bank
      National Association, as Trustee

    One
      Federal Street

    3rd
      Floor

    Boston,
      Massachusetts 02110

    


    RE:
      **Additional Form [10-D][10-K][8-K] Disclosure** Required


    


    Ladies
      and Gentlemen:

     

    In
      accordance with Section [        ] of the
      Trust Agreement, dated as of October 1, 2007, by and among Structured Asset
      Securities Corporation, as Depositor, Aurora Loan Services LLC, as Master
      Servicer, Clayton Fixed Income Services Inc., as Credit Risk Manager, and U.S.
      Bank National Association, as Trustee, the undersigned, as
      [          ], hereby notifies you
      that certain events have come to our attention that [will] [may] need to be
      disclosed on Form [10-D][10-K][8-K].

     

    Description
      of Additional Form [10-D][10-K][8-K] Disclosure:

     

    List
      of any Attachments hereto to be included in the Additional Form
      [10-D][10-K][8-K] Disclosure:

     

    Any
      inquiries related to this notification should be directed to [   
 ], phone number: [      ]; email address:
      [      ]. 

     

    [NAME
      OF
      PARTY],

    as
      [role]

     

    By:                    

    Name:

    Title:


    
      
        
        

      

      
        Exhibit
          P-4-1

        
          

        

      

      
        
        

      

    


    
      	
              cc:

            	
              Structured
                Asset Securities Corporation

            


    

    
      	 	
              745
                Seventh Avenue, 13th Floor

            


    

    
      	 	
              New
                York, New York 10019

            


    

    




    
      
        
        

      

      
        Exhibit
          P-4-2

        
          

        

      

      
        
        

      

    

     

    EXECUTION



    EXHIBIT
      Q-1

    


    FORM
      OF
      BACK-UP SARBANES-OXLEY CERTIFICATION

    


    [  ]

    [  ]

    [  ]


     

    
      	 	
              Re:

            	
              SASCO
                2007-BNC1

            


    

     

    [_______],
      the [_______] of [_______] (the “Company”) hereby certifies to the Depositor,
      the Master Servicer and the Trustee, and each of their officers, directors
      and
      affiliates that:

     

    (1) I
      have
      reviewed [the servicer compliance statement of the Company provided in
      accordance with Item 1123 of Regulation AB (the “Compliance Statement”),] the
      report on assessment of the Company’s compliance with the Servicing Criteria set
      forth in Item 1122(d) of Regulation AB (the “Servicing Criteria”), provided in
      accordance with Rules 13a-18 and 15d-18 under the Securities Exchange Act of
      1934, as amended (the “Exchange Act”) and Item 1122 of Regulation AB (the
“Servicing Assessment”), the registered public accounting firm’s attestation
      report provided in accordance with Rules 13a-18 and 15d-18 under the Exchange
      Act and Section 1122(b) of Regulation AB (the “Attestation Report”), and all
      servicing reports, officer’s certificates and other information relating to the
      servicing of the Mortgage Loans by the Company during 200[ ] that were delivered
      by the Company to any of the Depositor, the Master Servicer and the Trustee
      pursuant to the Agreement (collectively, the “Company Servicing
      Information”);

     

    (2) Based
      on
      my knowledge, the Company Servicing Information, taken as a whole, does not
      contain any untrue statement of a material fact or omit to state a material
      fact
      necessary to make the statements made, in the light of the circumstances under
      which such statements were made, not misleading with respect to the period
      of
      time covered by the Company Servicing Information;

     

    (3) Based
      on
      my knowledge, all of the Company Servicing Information required to be provided
      by the Company under the Agreement has been provided to the Depositor, the
      Master Servicer and the Trustee;

     

    (4) I
      am
      responsible for reviewing the activities performed by [_______] as [_______]
      under the [_______] (the “Agreement”), and based on my knowledge [and the
      compliance review conducted in preparing the Compliance Statement] and except
      as
      disclosed in [the Compliance Statement,] the Servicing Assessment or the
      Attestation Report, the Company has fulfilled its obligations under the
      Agreement in all material respects; and


    
      
        
        

      

      
        Exhibit
          Q-1-1

        
          

        

      

      
        
        

      

    


     

    (5) [The
      Compliance Statement required to be delivered by the Company pursuant to the
      Agreement, and] [The] [the] Servicing Assessment and Attestation Report required
      to be provided by the Company and [by any Subservicer or Subcontractor] pursuant
      to the Agreement, have been provided to the Depositor, the Master Servicer
      and
      the Trustee. Any material instances of noncompliance described in such reports
      have been disclosed to the Depositor, the Master Servicer and the Trustee.
      Any
      material instance of noncompliance with the Servicing Criteria has been
      disclosed in such reports.

     

    Capitalized
      terms used but not defined herein have the meanings ascribed to them in the
      Trust Agreement, dated as of October 1, 2007 (the “Trust Agreement”) by and
      among Structured Asset Securities Corporation, as Depositor, U.S. Bank National
      Association, as Trustee, Aurora Loan Services LLC, as Master Servicer, and
      Clayton Fixed Income Services Inc., as Credit Risk Manager. Capitalized terms
      used but not defined herein shall have the meanings given to them in the Trust
      Agreement.

    


     

    [_______]

    as
      [_______]

    By:  

    Name:

    Title:

    Date:


    
      
        
        

      

      
        Exhibit
          Q-1-2

        
          

        

      

      
        
        

      

    

     

    EXECUTION



    EXHIBIT
      Q-2

    


    FORM
      OF
      BACK-UP SARBANES-OXLEY CERTIFICATION

    TO
      BE
      PROVIDED BY THE TRUSTEE

    
      	 	 


      	
              Re:

            	
              Structured
                Asset Securities Corporation Mortgage Loan Trust 2007-BNC1 (the
                “Trust”)
                Mortgage Pass-Through Certificates, Series 2007-BNC1, issued pursuant
                to
                the Trust Agreement, dated as of October 1, 2007, among Structured
                Asset Securities Corporation, as Depositor, Aurora Loan Services,
                LLC, as
                Master Servicer, Clayton Fixed Income


            


    

    Services
      Inc., as Credit Risk Manager, and U.S. Bank National Association, as
      Trustee

    
    

    The
      Trustee hereby certifies to the Depositor and the Master Servicer, and their
      respective officers, directors and affiliates, and with the knowledge and intent
      that they will rely upon this certification, that:

     

    (1) I
      have
      reviewed the annual report on Form 10-K for the fiscal year [____] (the “Annual
      Report”), and all reports on Form 10-D required to be filed in respect of period
      covered by the Annual Report (collectively with the Annual Report, the
“Reports”), of the Trust;

     

    (2) To
      my
      knowledge, (a)
      the
      Reports, taken as a whole, do not contain any untrue statement of a material
      fact or omit to state a material fact necessary to make the statements made,
      in
      light of the circumstances under which such statements were made, not misleading
      with respect to the period covered by the Annual Report,
      and (b)
      the Trustee’s assessment of compliance and related attestation report referred
      to below, taken as a whole, do not contain any untrue statement of a material
      fact or omit to state a material fact necessary to make the statements made,
      in
      light of the circumstances under which such statements were made, not misleading
      with respect to the period covered by such assessment of compliance and
      attestation report;

     

    (3) To
      my
      knowledge, the distribution information required to be provided by the Trustee
      under the Trust Agreement for inclusion in the Reports is included in the
      Reports;

     

    (4) I
      am
      responsible for reviewing the activities performed by the Trustee under the
      Trust Agreement, and based on my knowledge and the compliance review conducted
      in preparing the assessment of compliance of the Trustee required by the Trust
      Agreement, and except as disclosed in the Reports, the Trustee has fulfilled
      its
      obligations under the Trust Agreement in all material respects; and

     

    (5) The
      report on assessment of compliance with servicing criteria applicable to the
      Trustee for asset-backed securities of the Trustee and each Subcontractor
      utilized by the Trustee and related attestation report on assessment of
      compliance with servicing criteria applicable to it required to be included
      in
      the Annual Report in accordance with Item 1122 of Regulation AB and Exchange
      Act
      Rules 13a-18 and 15d-18 has been included as an exhibit to the Annual Report.
      Any material instances of non-compliance are described in such report and have
      been disclosed in the Annual Report.

     


    
      
        
        

      

      
        Exhibit
          Q-2-1

        
          

        

      

      
        
        

      

    


    In
      giving
      the certifications above, the Trustee has reasonably relied on information
      provided to it by the following unaffiliated parties: [names of servicer(s),
      master servicer, subservicer(s), depositor, trustee, custodian(s)]

     

    Date:                    

     

    U.S.
      BANK
      NATIONAL ASSOCIATION,

    solely
      in
      its capacity as Trustee

     

                        

    [Signature]

    [Title]

    



    
      
        
        

      

      
        Exhibit
          Q-2-2

        
          

        

      

      
        
        

      

    

     

    EXECUTION



    EXHIBIT
      R-1

     

    FORM
      OF
      WATCHLIST REPORT

     



    
      
        
        

      

      
        Exhibit
          R-1

        
          

        

      

      
        
        

      

    

     

    EXECUTION



    EXHIBIT
      R-2

     

    FORM
      OF
      LOSS SEVERITY REPORT

     



    
      
        
        

      

      
        Exhibit
          R-2

        
          

        

      

      
        
        

      

    

     

    EXECUTION



    EXHIBIT
      R-3

     

    [RESERVED]

     



    
      
        
        

      

      
        Exhibit
          R-3

        
          

        

      

      
        
        

      

    

     

    EXECUTION



    EXHIBIT
      R-4

     

    FORM
      OF
      PREPAYMENT PREMIUMS REPORT

     


    
      
        
        

      

      
        Exhibit
          R-4

        
          

        

      

      
        
        

      

    

     

    EXECUTION



    EXHIBIT
      R-5

     

    FORM
      OF
      ANALYTICS REPORT

     


    
      
        
        

      

      
        Exhibit
          R-5

        
          

        

      

      
        
        

      

    

     

    EXECUTION



    EXHIBIT
      S

     

    SERVICING
      CRITERIA TO BE ADDRESSED IN REPORT ON ASSESSMENT OF COMPLIANCE

     

    To:
      

     

    [_______]

     

    Where
      there are multiple checks for criteria the attesting party will identify in
      their management assertion that they are attesting only to the portion of the
      distribution chain they are responsible for in the related transaction
      agreements. Capitalized terms used herein but not defined herein shall have
      the
      meanings assigned to them in the Trust Agreement dated as of October 1, 2007
      (the “Agreement”), by and among Structured Asset Securities Corporation, as
      Depositor, U.S. Bank National Association, as Trustee, Aurora Loan Services
      LLC,
      as Master Servicer, and Clayton Fixed Income Services Inc., as Credit Risk
      Manager. 

     

    If
      the
      Trustee and the Paying Agent are the same party, the servicing criteria of
      the
      Paying Agent listed below will be included in the Trustee’s report.

     

    
      	
              Reg
                AB Reference

            	
              Servicing
                Criteria

            	
              Paying
                Agent

            	
              Credit
                Risk Manager

            	
              Trustee
                

            	
              Master
                Servicer

            
	 	
              General
                Servicing Considerations

            	 	 	 	 
	
              1122(d)(1)(i)

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

            	 	 	 	
              X

            
	
              1122(d)(1)(ii)

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


            	 	 	
              X

            	 
	
              1122(d)(1)(iii)

            	
              Any
                requirements in the transaction agreements to maintain a back-up
                servicer
                for the pool assets are maintained. 

            	 	 	 	 
	
              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

            


    


    
      
        
        

      

      
        Exhibit
          S-1

        
          

        

      

      
        
        

      

    


    


    
      	
              Reg
                AB Reference

            	
              Servicing
                Criteria

            	
              Paying
                Agent

            	
              Credit
                Risk Manager

            	
              Trustee
                

            	
              Master
                Servicer

            
	 	
              Cash
                Collection and Administration

            	 	 	 	 
	
              1122(d)(2)(i)

            	
              Payments
                on pool assets are deposited into the appropriate custodial bank
                accounts
                and related bank clearing accounts no more than two business days
                following receipt, or such other number of days specified in the
                transaction agreements. 

            	
              X

            	 	
              X

            	
              X

            
	
              1122(d)(2)(ii)

            	
              Disbursements
                made via wire transfer on behalf of an obligor or to an investor
                are made
                only by authorized personnel. 

            	
              X

            	 	
              X

            	
              X

            
	
              1122(d)(2)(iii)

            	
              Advances
                of funds or guarantees regarding collections, cash flows or distributions,
                and any interest or other fees charged for such advances, are made,
                reviewed and approved as specified in the transaction agreements.
                

            	 	 	 	
              X

            
	
              1122(d)(2)(iv)

            	
              The
                related accounts for the transaction, such as cash reserve accounts
                or
                accounts established as a form of over collateralization, are separately
                maintained (e.g.,
                with respect to commingling of cash) as set forth in the transaction
                agreements. 

            	
              X

            	 	
              X

            	
              X

            
	
              1122(d)(2)(v)

            	
              Each
                custodial account is maintained at a federally insured depository
                institution as set forth in the transaction agreements. For purposes
                of
                this criterion, “federally insured depository institution” with respect to
                a foreign financial institution means a foreign financial institution
                that
                meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange
                Act.
                

            	 	 	
              X

            	
              X

            
	
              1122(d)(2)(vi)

            	
              Unissued
                checks are safeguarded so as to prevent unauthorized access.
                

            	
              X

            	 	
              X

            	 


    


    
      
        
        

      

      
        Exhibit
          S-2

        
          

        

      

      
        
        

      

    


    


    
      	
              Reg
                AB Reference

            	
              Servicing
                Criteria

            	
              Paying
                Agent

            	
              Credit
                Risk Manager

            	
              Trustee
                

            	
              Master
                Servicer

            
	
              1122(d)(2)(vii)
                

            	
              Reconciliations
                are prepared on a monthly basis for all asset-backed securities related
                bank accounts, including custodial accounts and related bank clearing
                accounts. These reconciliations are (A) mathematically accurate;
                (B)
                prepared within 30 calendar days after the bank statement cutoff
                date, or
                such other number of days specified in the transaction agreements;
                (C)
                reviewed and approved by someone other than the person who prepared
                the
                reconciliation; and (D) contain explanations for reconciling items.
                These
                reconciling items are resolved within 90 calendar days of their original
                identification, or such other number of days specified in the transaction
                agreements. 

            	
              X

            	 	
              X

            	
              X

            
	 	
              Investor
                Remittances and Reporting

            	 	 	 	 
	
              1122(d)(3)(i)

            	
              Reports
                to investors, including those to be filed with the Commission, are
                maintained in accordance with the transaction agreements and applicable
                Commission requirements. Specifically, such reports (A) are prepared
                in
                accordance with timeframes and other terms set forth in the transaction
                agreements; (B) provide information calculated in accordance with
                the
                terms specified in the transaction agreements; (C) are filed with
                the
                Commission as required by its rules and regulations; and (D) agree
                with
                investors’ or the trustee’s records as to the total unpaid principal
                balance and number of pool assets serviced by the Servicer.
                

            	 	
              X

            	
              X

            	
              X

            
	
              1122(d)(3)(ii)

            	
              Amounts
                due to investors are allocated and remitted in accordance with timeframes,
                distribution priority and other terms set forth in the transaction
                agreements. 

            	
              X

            	 	
              X

            	
              X

            
	
              1122(d)(3)(iii)

            	
              Disbursements
                made to an investor are posted within two business days to the Servicer’s
                investor records, or such other number of days specified in the
                transaction agreements. 

            	
              X

            	 	
              X

            	
              X

            


    


    
      
        
        

      

      
        Exhibit
          S-3

        
          

        

      

      
        
        

      

    


    


    
      	
              Reg
                AB Reference

            	
              Servicing
                Criteria

            	
              Paying
                Agent

            	
              Credit
                Risk Manager

            	
              Trustee
                

            	
              Master
                Servicer

            
	
              1122(d)(3)(iv)

            	
              Amounts
                remitted to investors per the investor reports agree with cancelled
                checks, or other form of payment, or custodial bank statements.
                

            	
              X

            	 	
              X

            	
              X

            
	 	
              Pool
                Asset Administration

            	 	 	 	 
	
              1122(d)(4)(i)
                

            	
              Collateral
                or security on pool assets is maintained as required by the transaction
                agreements or related pool asset documents. 

            	 	 	 	 
	
              1122(d)(4)(ii)

            	
              Pool
                assets and related documents are safeguarded as required by the
                transaction agreements 

            	 	 	 	 
	
              1122(d)(4)(iii)

            	
              Any
                additions, removals or substitutions to the asset pool are made,
                reviewed
                and approved in accordance with any conditions or requirements in
                the
                transaction agreements. 

            	 	 	
              X

            	 
	
              1122(d)(4)(iv)

            	
              Payments
                on pool assets, including any payoffs, made in accordance with the
                related
                pool asset documents are posted to the Servicer’s obligor records
                maintained no more than two business days after receipt, or such
                other
                number of days specified in the transaction agreements, and allocated
                to
                principal, interest or other items (e.g.,
                escrow) in accordance with the related pool asset documents.
                

            	 	 	 	 
	
              1122(d)(4)(v)

            	
              The
                Servicer’s records regarding the pool assets agree with the Servicer’s
                records with respect to an obligor’s unpaid principal balance.
                

            	 	 	 	 
	
              1122(d)(4)(vi)

            	
              Changes
                with respect to the terms or status of an obligor's pool assets
                (e.g.,
                loan modifications or re-agings) are made, reviewed and approved
                by
                authorized personnel in accordance with the transaction agreements and
                related pool asset documents. 

            	 	 	 	
              X

            
	
              1122(d)(4)(vii)

            	
              Loss
                mitigation or recovery actions (e.g.,
                forbearance plans, modifications and deeds in lieu of foreclosure,
                foreclosures and repossessions, as applicable) are initiated, conducted
                and concluded in accordance with the timeframes or other requirements
                established by the transaction agreements. 

            	 	 	 	
              X

            


    


    
      
        
        

      

      
        Exhibit
          S-4

        
          

        

      

      
        
        

      

    


    


    
      	
              Reg
                AB Reference

            	
              Servicing
                Criteria

            	
              Paying
                Agent

            	
              Credit
                Risk Manager

            	
              Trustee
                

            	
              Master
                Servicer

            
	
              1122(d)(4)(viii)

            	
              Records
                documenting collection efforts are maintained during the period a
                pool
                asset is delinquent in accordance with the transaction agreements.
                Such
                records are maintained on at least a monthly basis, or such other
                period
                specified in the transaction agreements, and describe the entity’s
                activities in monitoring delinquent pool assets including, for example,
                phone calls, letters and payment rescheduling plans in cases where
                delinquency is deemed temporary (e.g.,
                illness or unemployment). 

            	 	 	 	 
	
              1122(d)(4)(ix)

            	
              Adjustments
                to interest rates or rates of return for pool assets with variable
                rates
                are computed based on the related pool asset documents. 

            	 	 	 	 
	
              1122(d)(4)(x)

            	
              Regarding
                any funds held in trust for an obligor (such as escrow accounts):
                (A) such
                funds are analyzed, in accordance with the obligor’s pool asset documents,
                on at least an annual basis, or such other period specified in the
                transaction agreements; (B) interest on such funds is paid, or credited,
                to obligors in accordance with applicable pool asset documents and
                state
                laws; and (C) such funds are returned to the obligor within 30 calendar
                days of full repayment of the related pool assets, or such other
                number of
                days specified in the transaction agreements. 

            	 	 	 	 
	
              1122(d)(4)(xi)

            	
              Payments
                made on behalf of an obligor (such as tax or insurance payments)
                are made
                on or before the related penalty or expiration dates, as indicated
                on the
                appropriate bills or notices for such payments, provided that such
                support
                has been received by the servicer at least 30 calendar days prior
                to these
                dates, or such other number of days specified in the transaction
                agreements. 

            	 	 	 	 


    


    
      
        
        

      

      
        Exhibit
          S-5

        
          

        

      

      
        
        

      

    


    


    
      	
              Reg
                AB Reference

            	
              Servicing
                Criteria

            	
              Paying
                Agent

            	
              Credit
                Risk Manager

            	
              Trustee
                

            	
              Master
                Servicer

            
	
              1122(d)(4)(xii)

            	
              Any
                late payment penalties in connection with any payment to be made
                on behalf
                of an obligor are paid from the Servicer’s funds and not charged to the
                obligor, unless the late payment was due to the obligor’s error or
                omission. 

            	 	 	 	 
	
              1122(d)(4)(xiii)

            	
              Disbursements
                made on behalf of an obligor are posted within two business days
                to the
                obligor’s records maintained by the servicer, or such other number of days
                specified in the transaction agreements. 

            	 	 	 	 
	
              1122(d)(4)(xiv)
                

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

            	 	 	 	
              X

            
	
              1122(d)(4)(xv)

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

            	 	 	
              X*

            	 


    

    *
      Not
      applicable.

    



    
      
        
        

      

      
        Exhibit
          S-6

        
          

        

      

      
        
        

      

    

     

    EXECUTION



    EXHIBIT
      T

     

    FORM
      OF
      MODIFIED LOAN REPORT

     

    
      	
              Field
                Name

            	
              Start

            	
              Width

            	
              Format

            	 
	
              Loan
                Number

            	 	 	 	 
	
              Modification
                Effective Date

            	 	 	 	 
	
              UPB
                Prior to Modification

            	 	 	 	 
	
              UPB
                Post Modification

            	 	 	 	 
	
              Interest
                Rate Prior to Modification

            	 	 	 	 
	
              Modified
                Interest Rate

            	 	 	 	 
	
              Scheduled
                P&I Payment Prior to Modification

            	 	 	 	 
	
              Modified
                Scheduled P&I Payment

            	 	 	 	 
	
              Maturity
                Date Prior to Modification

            	 	 	 	 
	
              Modified
                Maturity Date

            	 	 	 	 
	
              Principal
                Forgiven

            	 	 	 	 
	
              Interest
                Forgiven

            	 	 	 	 


    



    
      
        
        

      

      
        Exhibit
          T

        
          

        

      

      
        
        

      

    

     

    EXECUTION



    EXHIBIT
      U

     

    FORM
      OF
      CERTIFICATION

    TO
      BE
      PROVIDED BY THE CREDIT RISK MANAGER

     

    FORM
      OF CERTIFICATION

     

    Re:
      Structured Asset Securities Corporation Mortgage Pass-Through Certificates,
      Series 2007-BNC1, issued pursuant to the Trust Agreement dated as of October
      1,
      2007, among Structured Asset Securities Corporation, as Depositor (the
“Depositor”), Aurora Loan Services LLC, as Master Servicer, Clayton Fixed Income
      Services Inc., as Credit Risk Manager, and U.S. Bank National Association,
      as
      Trustee (the “Trustee”). 

     

    CLAYTON
      FIXED INCOME SERVICES INC. (the “Credit Risk Manager”) certifies to the
      Depositor, the Sponsor, the Master Servicer, the Trustee, and [10-K Signatory
      Entity] its officers, directors and affiliates, and with the knowledge and
      intent that they will rely upon this certification, that:

     

    
      	 	
              1.

            	
              Based
                on the knowledge of the Credit Risk Manager, taken as a whole, the
                information in the reports provided during the calendar year immediately
                preceding the date of this certificate (the “Relevant Year”) by the Credit
                Risk Manager pursuant to the Master Consulting Agreement dated as
                of
                January 28, 2004 (the “Master Consulting Agreement”), by and between the
                Credit Risk Manager and Lehman Brothers Holdings Inc. and pursuant
                to
                Transaction Addendum SASCO 2007-BNC1 (the “Transaction Addendum SASCO
                2007-BNC1”), does not contain any untrue statement of a material fact or
                omit to state a material fact necessary to make the statements made,
                in
                light of the circumstances under which such statements were made,
                not
                misleading as of the date that each of such reports was provided;
                and

            


    

     

    
      	 	
              2.

            	
              The
                Credit Risk Manager has fulfilled its obligations under the Master
                Consulting Agreement and Transaction Addendum SASCO 2007-BNC1 throughout
                the Relevant Year.

            


    

     

    CLAYTON
      FIXED INCOME SERVICES INC.


     

    By:                    

     

    Name:                    

     

    Title:                    

     


    
      
        
        

      

      
        Exhibit
          U

        
          

        

      

      
        
        

      

    

     

    EXECUTION



    EXHIBIT
      V


     

    TRANSACTION
      PARTIES

     

    Sponsor
      and Seller: Lehman Brothers Holdings Inc.

     

    Depositor:
      Structured Asset Securities Corporation

     

    Trustee:
      U.S. Bank National Association

     

    Securities
      Administrator: Not applicable

     

    Master
      Servicer: Aurora Loan Services LLC

     

    Credit
      Risk Manager: Clayton Fixed Income Services Inc.

     

    Swap
      Counterparty: Lehman Brothers Special Financing Inc.

     

    Cap
      Counterparty: Not applicable.

     

    Servicer(s):
      JPMorgan Chase Bank, National Association, Wells Fargo Bank, N.A. and Aurora
      Loan Services LLC

     

    Originator(s):
      BNC Mortgage LLC

     

    Custodian:
      Deutsche Bank National Trust Company

     

    PMI
      Insurer(s): Not applicable



    
      
        
        

      

      
        Exhibit
          V

        
          

        

      

      
        
        

      

    

     

    EXECUTION



    EXHIBIT
      W

     

    [Reserved]

     



    
      
        
        

      

      
        Exhibit
          W

        
          

        

      

      
        
        

      

    

     

    EXECUTION



    EXHIBIT
      X

     

    Schedule
      of Fees for Services as Document Custodian

    


    
      	
              File
                Reinstatements/ Rejected File Reinstatements, per file:

            	
              $4.00

            
	 	 
	
              *Monthly
                Custody Safekeeping, per file, per month:

            	
              $0.20

            
	 	 
	
              Release
                Requests/ Rejected Release Request, per file:

            	
              $4.00

            
	 	 
	
              Trailing
                Document Review and Inter Filing, per document:

            	
              $2.00

            
	 	 
	
              Completion
                of Assignments, per assignment:

            	
              $2.00

            
	 
	
              (applicable
                if ever required post closing and not an upfront fee that is paid
                by the
                issuer)

            
	 
	
              Completion
                of Endorsements, per endorsement:

            	
              $2.00

            
	 
	
              (applicable
                if ever required post closing and not an upfront fee that is paid
                by the
                issuer)

            
	 
	
              Copies,
                per document:

            	
              $2.00

            


    

    
 

    ______________

    *
      The
      monthly custody fee will be calculated by multiplying the file count at the
      beginning of the month plus any files added during the month times the monthly
      custody fee.

    



    
      
        
        

      

      
        Exhibit
          X

        
          

        

      

      
        
        

      

    

     

    EXECUTION



    EXHIBIT
      Y

     

    FORM
      OF
      CALL OPTION NOTICE

     

    [Date]

     

    [___________]

    [___________]

    [___________]

    Attention:
      [___________]

     

    
      	
              Re:

            	
              CALL
                OPTION NOTICE

            


    

    Trust
      Agreement relating to the Structured Asset Securities Corporation Mortgage
      Pass-Through Certificates, Series 2007-BNC1, dated as of October 1, 2007, among
      Structured Asset Securities Corporation, as Depositor, Aurora Loan Services
      LLC,
      as Master Servicer, Clayton Fixed Income Services Inc., as Credit Risk Manager,
      and U.S. Bank 

    National
      Association, as Trustee                                        

     

    Ladies
      and Gentlemen:

     

    In
      accordance with the Section 7.01(d)(i) of the above-referenced Trust Agreement,
      Aurora Loan Services LLC, as Master Servicer, hereby notifies you that the
      option to purchase the Mortgage Loans and certain other property of the Trust
      Fund may be exercised on the Distribution Date of this month. The Bid Due Date
      for this month is [_____] [__], 20[__]. 

     

    [In
      accordance with Section 7.01(d)(vii) of the Trust Agreement, if no Call Option
      Holder submits a Purchaser Call Option Notice on or before such Bid Due Date,
      then, on the immediately succeeding Distribution Date, the Master Servicer
      may
      exercise the option to purchase the Mortgage Loans and certain other property
      of
      the Trust Fund pursuant to Section 7.01(b) or Section 7.01(c) of the Trust
      Agreement.]

     

    Capitalized
      terms used and not defined herein are used as defined in the Trust
      Agreement.

     

    
      	 	
              Very
                truly yours,

               

              Aurora
                Loan Services LLC

               

              By:                    

               

              Name:                    

               

              Title:                    

            


    



    
      
        
        

      

      
        Exhibit
          Y

        
          

        

      

      
        
        

      

    

     

    EXECUTION



    EXHIBIT
      Z

     

    FORM
      OF
      PURCHASER CALL OPTION NOTICE

     

    [Date]

     

    Aurora
      Loan Services LLC

    10350
      Park Meadows Drive 

    Littleton,
      Colorado 80124

    Attn:
      SASCO 2007-BNC1

     

    
      	
              Re:

            	
              PURCHASER
                CALL OPTION NOTICE

            


    

    Trust
      Agreement relating to the Structured Asset Securities Corporation Mortgage
      Pass-Through Certificates, Series 2007-BNC1, dated as of October 1, 2007, among
      Structured Asset Securities Corporation, as Depositor, Aurora Loan Services
      LLC,
      as Master Servicer, Clayton Fixed Income Services Inc., as Credit Risk Manager,
      and U.S. Bank 

    National
      Association, as Trustee                

     

    Ladies
      and Gentlemen:

     

    In
      accordance with Section 7.01(d)(iii) of the above-referenced Trust Agreement,
      [NIM Residual Securities holder][Class X Certificateholder] hereby requests
      Aurora Loan Services LLC (the “Master Servicer”) to exercise the option to
      purchase on its behalf with respect to all, but no fewer than all, of the
      Mortgage Loans and other property of the Trust Fund relating to the Structured
      Asset Securities Corporation Mortgage Pass-Through Certificates, Series 2007
      BNC1. 

     

    The
      Bid
      Price for such assets shall be $___________.

     

    Capitalized
      terms used and not defined herein are used as defined in the Trust
      Agreement.

     

    
      	 	
              Very
                truly yours,

               

              [CALL
                OPTION HOLDER]

               

              By:                    

               

              Name:                    

               

              Title:                    

            


    

    


    



    
      
        
        

      

      
        Exhibit
          Z

        
          

        

      

      
        
        

      

    

     

    EXECUTION



    SCHEDULE
      A

     

    MORTGAGE
      LOAN SCHEDULE

     

    [To
      be
      retained in a separate closing binder entitled “SASCO 2007-BNC1 

    Mortgage
      Loan Schedules” at Heller Ehrman LLP]

     


    
      
        
        

      

      
        Schedule
          A