EXECUTION


      


      


      STRUCTURED
        ASSET SECURITIES CORPORATION, as Depositor,

       

       

      AURORA
        LOAN SERVICES LLC, as Master Servicer,

       

       

      WELLS
        FARGO BANK, N.A., as

      Securities
        Administrator,

       

       

      CLAYTON
        FIXED INCOME SERVICES INC., as

      Credit
        Risk Manager,

       

      and

       

      U.S.
        BANK
        NATIONAL ASSOCIATION, as Trustee

       

      ___________________________

       

      TRUST
        AGREEMENT

       

      Dated
        as
        of March 1, 2007

      ___________________________

       

      STRUCTURED
        ASSET SECURITIES CORPORATION

      MORTGAGE
        PASS-THROUGH CERTIFICATES

      SERIES
        2007-WF1

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      

        TABLE
          OF
          CONTENTS

         

        Page

         

        
          	
                  ARTICLE
                    I DEFINITIONS

                	
                  17

                
	 	 
	
                  Section
                    1.01.

                	
                  Definitions.

                	
                  17

                
	
                  Section
                    1.02.

                	
                  Calculations
                    Respecting Mortgage Loans.

                	
                  62

                
	
                  Section
                    1.03.

                	
                  Calculations
                    Respecting Accrued Interest.

                	
                  62

                
	 	 	 
	
                  ARTICLE
                    II DECLARATION OF TRUST; ISSUANCE OF CERTIFICATES

                	
                  63

                
	 	 
	
                  Section
                    2.01.

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

                	
                  63

                
	
                  Section
                    2.02.

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

                	
                  67

                
	
                  Section
                    2.03.

                	
                  Representations
                    and Warranties of the Depositor.

                	
                  68

                
	
                  Section
                    2.04.

                	
                  Discovery
                    of Breach.

                	
                  70

                
	
                  Section
                    2.05.

                	
                  Repurchase,
                    Purchase or Substitution of Mortgage Loans.

                	
                  71

                
	
                  Section
                    2.06.

                	
                  Grant
                    Clause.

                	
                  72

                
	 	 	 
	
                  ARTICLE
                    III THE CERTIFICATES

                	
                  73

                
	 	 
	
                  Section
                    3.01.

                	
                  The
                    Certificates.

                	
                  73

                
	
                  Section
                    3.02.

                	
                  Registration.

                	
                  75

                
	
                  Section
                    3.03.

                	
                  Transfer
                    and Exchange of Certificates.

                	
                  75

                
	
                  Section
                    3.04.

                	
                  Cancellation
                    of Certificates.

                	
                  81

                
	
                  Section
                    3.05.

                	
                  Replacement
                    of Certificates.

                	
                  82

                
	
                  Section
                    3.06.

                	
                  Persons
                    Deemed Owners.

                	
                  82

                
	
                  Section
                    3.07.

                	
                  Temporary
                    Certificates.

                	
                  82

                
	
                  Section
                    3.08.

                	
                  Appointment
                    of Paying Agent.

                	
                  83

                
	
                  Section
                    3.09.

                	
                  Book-Entry
                    Certificates.

                	
                  84

                
	 	 	 
	
                  ARTICLE
                    IV ADMINISTRATION OF THE TRUST FUND

                	
                  86

                
	 	 
	
                  Section
                    4.01.

                	
                  Collection
                    Account.

                	
                  86

                
	
                  Section
                    4.02.

                	
                  Application
                    of Funds in the Collection Account.

                	
                  88

                
	
                  Section
                    4.03.

                	
                  Reports
                    to Certificateholders.

                	
                  90

                
	
                  Section
                    4.04.

                	
                  Certificate
                    Account.

                	
                  94

                
	
                  Section
                    4.05.

                	
                  Securities
                    Administration Account.

                	
                  95

                
	 	 	 
	
                  ARTICLE
                    V DISTRIBUTIONS TO HOLDERS OF CERTIFICATES

                	
                  98

                
	 	 
	
                  Section
                    5.01.

                	
                  Distributions
                    Generally.

                	
                  98

                
	
                  Section
                    5.02.

                	
                  Distributions
                    from the Certificate Account.

                	
                  99

                
	
                  Section
                    5.03.

                	
                  Allocation
                    of Losses.

                	
                  112

                
	
                  Section
                    5.04.

                	
                  Advances
                    by Master Servicer, Servicer and Securities Administrator.

                	
                  113

                
	
                  Section
                    5.05.

                	
                  Compensating
                    Interest Payments.

                	
                  114

                
	
                  Section
                    5.06.

                	
                  Basis
                    Risk Reserve Fund.

                	
                  114

                
	
                  Section
                    5.07.

                	
                  Supplemental
                    Interest Trust.

                	
                  115

                
	
                  Section
                    5.08.

                	
                  Rights
                    of Swap Counterparty.

                	
                  118

                


        

         

        
          
            
            

          

          
            i

            
              

            

          

          
            
            

          

        

         

        
          	
                  Section
                    5.09.

                	
                  Termination
                    Receipts.

                	
                  118

                
	 	 	 
	
                  ARTICLE
                    VI CONCERNING THE TRUSTEE AND THE SECURITIES ADMINISTRATOR; EVENTS
                    OF
                    DEFAULT

                	
                  121

                
	 	 
	
                  Section
                    6.01.

                	
                  Duties
                    of Trustee and Securities Administrator.

                	
                  121

                
	
                  Section
                    6.02.

                	
                  Certain
                    Matters Affecting the Trustee and the Securities
                    Administrator.

                	
                  124

                
	
                  Section
                    6.03.

                	
                  Trustee
                    and Securities Administrator Not Liable for Certificates.

                	
                  125

                
	
                  Section
                    6.04.

                	
                  Trustee
                    and the Securities Administrator May Own Certificates.

                	
                  126

                
	
                  Section
                    6.05.

                	
                  Eligibility
                    Requirements for Trustee and Securities Administrator.

                	
                  126

                
	
                  Section
                    6.06.

                	
                  Resignation
                    and Removal of Trustee and the Securities Administrator.

                	
                  127

                
	
                  Section
                    6.07.

                	
                  Successor
                    Trustee and Successor Securities Administrator.

                	
                  128

                
	
                  Section
                    6.08.

                	
                  Merger
                    or Consolidation of Trustee or the Securities
                    Administrator.

                	
                  129

                
	
                  Section
                    6.09.

                	
                  Appointment
                    of Co-Trustee, Separate Trustee or Custodian.

                	
                  129

                
	
                  Section
                    6.10.

                	
                  Authenticating
                    Agents.

                	
                  131

                
	
                  Section
                    6.11.

                	
                  Indemnification
                    of Trustee and Securities Administrator.

                	
                  132

                
	
                  Section
                    6.12.

                	
                  Fees
                    and Expenses of Securities Administrator, Trustee and
                    Custodian.

                	
                  133

                
	
                  Section
                    6.13.

                	
                  Collection
                    of Monies.

                	
                  133

                
	
                  Section
                    6.14.

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

                	
                  134

                
	
                  Section
                    6.15.

                	
                  Additional
                    Remedies of Trustee Upon Event of Default.

                	
                  138

                
	
                  Section
                    6.16.

                	
                  Waiver
                    of Defaults.

                	
                  139

                
	
                  Section
                    6.17.

                	
                  Notification
                    to Holders.

                	
                  139

                
	
                  Section
                    6.18.

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

                	
                  139

                
	
                  Section
                    6.19.

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

                	
                  140

                
	
                  Section
                    6.20.

                	
                  Preparation
                    of Tax Returns and Other Reports.

                	
                  140

                
	
                  Section
                    6.21.

                	
                  Reporting
                    Requirements of the Commission

                	
                  147

                
	
                  Section
                    6.22.

                	
                  No
                    Merger.

                	
                  148

                
	
                  Section
                    6.23.

                	
                  Indemnification
                    by the Securities Administrator.

                	
                  148

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

                	
                  149

                
	 	 
	
                  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.

                	
                  149

                
	
                  Section
                    7.02.

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

                	
                  152

                
	
                  Section
                    7.03.

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

                	
                  154

                
	
                  Section
                    7.04.

                	
                  Optional
                    Repurchase Right.

                	
                  155

                
	 	 	 
	
                  ARTICLE
                    VIII RIGHTS OF CERTIFICATEHOLDERS

                	
                  156

                
	 	 
	
                  Section
                    8.01.

                	
                  Limitation
                    on Rights of Holders.

                	
                  156

                
	
                  Section
                    8.02.

                	
                  Access
                    to List of Holders.

                	
                  157

                
	
                  Section
                    8.03.

                	
                  Acts
                    of Holders of Certificates.

                	
                  157

                


        

         

        
          
            
            

          

          
            ii

            
              

            

          

          
            
            

          

        

         

        
          	
                  ARTICLE
                    IX ADMINISTRATION AND SERVICING OF MORTGAGE LOANS; CREDIT RISK
                    MANAGER

                	
                  159

                
	 	 
	
                  Section
                    9.01.

                	
                  Duties
                    of the Master Servicer.

                	
                  159

                
	
                  Section
                    9.02.

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

                	
                  159

                
	
                  Section
                    9.03.

                	
                  Master
                    Servicer’s Financial Statements and Related Information.

                	
                  160

                
	
                  Section
                    9.04.

                	
                  Power
                    to Act; Procedures.

                	
                  160

                
	
                  Section
                    9.05.

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

                	
                  162

                
	
                  Section
                    9.06.

                	
                  Collection
                    of Taxes, Assessments and Similar Items.

                	
                  163

                
	
                  Section
                    9.07.

                	
                  Termination
                    of Servicing Agreement; Successor Servicers.

                	
                  164

                
	
                  Section
                    9.08.

                	
                  Master
                    Servicer Liable for Enforcement.

                	
                  165

                
	
                  Section
                    9.09.

                	
                  No
                    Contractual Relationship Between the Servicer and Trustee or
                    Depositor.

                	
                  165

                
	
                  Section
                    9.10.

                	
                  Assumption
                    of Servicing Agreement by Securities Administrator.

                	
                  165

                
	
                  Section
                    9.11.

                	
                  Due-on-Sale
                    Clauses; Assumption Agreements.

                	
                  166

                
	
                  Section
                    9.12.

                	
                  Release
                    of Mortgage Files.

                	
                  166

                
	
                  Section
                    9.13.

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

                	
                  167

                
	
                  Section
                    9.14.

                	
                  Representations
                    and Warranties of the Master Servicer.

                	
                  168

                
	
                  Section
                    9.15.

                	
                  Opinion.

                	
                  171

                
	
                  Section
                    9.16.

                	
                  Standard
                    Hazard and Flood Insurance Policies.

                	
                  171

                
	
                  Section
                    9.17.

                	
                  Presentment
                    of Claims and Collection of Proceeds.

                	
                  171

                
	
                  Section
                    9.18.

                	
                  Maintenance
                    of the Primary Mortgage Insurance Policies.

                	
                  172

                
	
                  Section
                    9.19.

                	
                  Trustee
                    To Retain Possession of Certain Insurance Policies and
                    Documents.

                	
                  172

                
	
                  Section
                    9.20.

                	
                  [Reserved]

                	
                  172

                
	
                  Section
                    9.21.

                	
                  Compensation
                    to the Master Servicer.

                	
                  173

                
	
                  Section
                    9.22.

                	
                  REO
                    Property.

                	
                  173

                
	
                  Section
                    9.23.

                	
                  Notices
                    to the Depositor and the Securities Administrator

                	
                  174

                
	
                  Section
                    9.24.

                	
                  Reports
                    to the Trustee.

                	
                  174

                
	
                  Section
                    9.25.

                	
                  Assessment
                    of Compliance and Attestation Reports.

                	
                  175

                
	
                  Section
                    9.26.

                	
                  Annual
                    Statement of Compliance with Applicable Servicing
                    Criteria.

                	
                  176

                
	
                  Section
                    9.27.

                	
                  Merger
                    or Consolidation.

                	
                  177

                
	
                  Section
                    9.28.

                	
                  Resignation
                    of Master Servicer.

                	
                  177

                
	
                  Section
                    9.29.

                	
                  Assignment
                    or Delegation of Duties by the Master Servicer.

                	
                  177

                
	
                  Section
                    9.30.

                	
                  Limitation
                    on Liability of the Master Servicer and Others.

                	
                  178

                
	
                  Section
                    9.31.

                	
                  Indemnification;
                    Third-Party Claims.

                	
                  179

                
	
                  Section
                    9.32.

                	
                  Special
                    Servicing of Delinquent Mortgage Loans.

                	
                  179

                
	
                  Section
                    9.33.

                	
                  Alternative
                    Index.

                	
                  180

                
	
                  Section
                    9.34.

                	
                  Duties
                    of the Credit Risk Manager.

                	
                  180

                
	
                  Section
                    9.35.

                	
                  Limitation
                    Upon Liability of the Credit Risk Manager.

                	
                  182

                
	
                  Section
                    9.36.

                	
                  Indemnification
                    by the Credit Risk Manager.

                	
                  182

                
	
                  Section
                    9.37.

                	
                  Removal
                    of Credit Risk Manager.

                	
                  182

                
	 	 	 
	
                  ARTICLE
                    X REMIC ADMINISTRATION

                	
                  184 

                
	 	 
	
                  Section
                    10.01.

                	
                  REMIC
                    Administration.

                	
                  184

                
	
                  Section
                    10.02.

                	
                  Prohibited
                    Transactions and Activities.

                	
                  187

                
	
                  Section
                    10.03.

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

                	
                  187

                


        

         

        
          
            
            

          

          
            iii

            
              

            

          

          
            
            

          

        

         

        
          	
                  Section
                    10.04.

                	
                  REO
                    Property.

                	
                  188

                
	 	 	 
	
                  ARTICLE
                    XI MISCELLANEOUS PROVISIONS

                	
                  189

                
	 	 
	
                  Section
                    11.01.

                	
                  Binding
                    Nature of Agreement; Assignment.

                	
                  189

                
	
                  Section
                    11.02.

                	
                  Entire
                    Agreement.

                	
                  189

                
	
                  Section
                    11.03.

                	
                  Amendment.

                	
                  189

                
	
                  Section
                    11.04.

                	
                  Voting
                    Rights.

                	
                  191

                
	
                  Section
                    11.05.

                	
                  Provision
                    of Information.

                	
                  191

                
	
                  Section
                    11.06.

                	
                  Governing
                    Law.

                	
                  192

                
	
                  Section
                    11.07.

                	
                  Notices.

                	
                  192

                
	
                  Section
                    11.08.

                	
                  Severability
                    of Provisions.

                	
                  192

                
	
                  Section
                    11.09.

                	
                  Indulgences;
                    No Waivers.

                	
                  193

                
	
                  Section
                    11.10.

                	
                  Headings
                    Not To Affect Interpretation.

                	
                  193

                
	
                  Section
                    11.11.

                	
                  Benefits
                    of Agreement.

                	
                  193

                
	
                  Section
                    11.12.

                	
                  Special
                    Notices to the Rating Agencies and any NIMS Insurer.

                	
                  193

                
	
                  Section
                    11.13.

                	
                  Conflicts.

                	
                  194

                
	
                  Section
                    11.14.

                	
                  Counterparts.

                	
                  194

                
	
                  Section
                    11.15.

                	
                  Transfer
                    of Servicing.

                	
                  194

                


        

        


         

        ATTACHMENTS

         

        
          	
                  Exhibit
                    A

                	
                  Forms
                    of Certificates

                
	
                  Exhibit
                    B-1

                	
                  Form
                    of Initial Certification

                
	
                  Exhibit
                    B-2

                	
                  Form
                    of Interim Certification

                
	
                  Exhibit
                    B-3

                	
                  Form
                    of Final Certification

                
	
                  Exhibit
                    B-4

                	
                  Form
                    of Endorsement

                
	
                  Exhibit
                    C

                	
                  Request
                    for Release of Documents and Receipt

                
	
                  Exhibit
                    D-l

                	
                  Form
                    of Residual Certificate Transfer Affidavit (Transferee)

                
	
                  Exhibit
                    D-2

                	
                  Form
                    of Residual Certificate Transfer Affidavit (Transferor)

                
	
                  Exhibit
                    E

                	
                  Name
                    of Servicing Agreement

                
	
                  Exhibit
                    F

                	
                  Form
                    of Rule 144A Transfer Certificate

                
	
                  Exhibit
                    G

                	
                  Form
                    of Purchaser’s Letter for Institutional Accredited
                    Investors

                
	
                  Exhibit
                    H

                	
                  Form
                    of ERISA Transfer Affidavit

                
	
                  Exhibit
                    I

                	
                  Monthly
                    Remittance Advice

                
	
                  Exhibit
                    J

                	
                  Monthly
                    Electronic Data Transmission

                
	
                  Exhibit
                    K

                	
                  Name
                    of Custodial Agreement

                
	
                  Exhibit
                    L

                	
                  Name
                    of Credit Risk Management Agreement

                
	
                  Exhibit
                    M-1

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

                
	
                  Exhibit
                    M-2

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

                
	
                  Exhibit
                    N

                	
                  Interest
                    Rate Cap Agreement

                
	
                  Exhibit
                    O

                	
                  Swap
                    Agreement

                
	
                  Exhibit
                    P-1

                	
                  Additional
                    Form 10-D Disclosure

                
	
                  Exhibit
                    P-2

                	
                  Additional
                    Form 10-K Disclosure

                
	
                  Exhibit
                    P-3

                	
                  Additional
                    Form 8-K Disclosure

                


        

         

        
          
            
            

          

          
            iv

            
              

            

          

          
            
            

          

        

         

        
          	
                  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
                    Paying
                    Agent

                
	
                  Exhibit
                    Q-3

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

                
	
                  Exhibit
                    R-1

                	
                  Form
                    of Watch List Report

                
	
                  Exhibit
                    R-2

                	
                  Form
                    of Loss Severity Report

                
	
                  Exhibit
                    R-3

                	
                  Form
                    of Mortgage Insurance Claims Report

                
	
                  Exhibit
                    R-4

                	
                  Form
                    of Prepayment Charges Report

                
	
                  Exhibit
                    R-5

                	
                  Form
                    of Analytics Report

                
	
                  Exhibit
                    S

                	
                  Servicing
                    Criteria to be Addressed in Report on Assessment of
                    Compliance

                
	
                  Exhibit
                    T

                	
                  [Reserved]

                
	
                  Exhibit
                    U

                	
                  Form
                    of Certification to be Provided by the Credit Risk
                    Manager

                
	
                  Exhibit
                    V

                	
                  Transaction
                    Parties

                
	
                  Exhibit
                    W

                	
                  Form
                    of Call Option Notice

                
	
                  Exhibit
                    X

                	
                  Form
                    of Purchaser Call Option Notice

                
	 	 
	 	 
	
                  Schedule
                    A

                	
                  Mortgage
                    Loan Schedule (by Mortgage Pool)

                
	
                  Schedule
                    B

                	
                  First
                    Payment Default Mortgage Loans

                


        

        


        
          
            
            

          

          
            v

            
              

            

          

          
            
            

          

        

      

      
 

      This
        TRUST AGREEMENT, dated as of March 1, 2007 (the “Agreement”), is by and among
        STRUCTURED ASSET SECURITIES CORPORATION, a Delaware corporation, as depositor
        (the “Depositor”), U.S. BANK NATIONAL ASSOCIATION, as trustee (the “Trustee”),
        AURORA LOAN SERVICES LLC, as master servicer (the “Master Servicer”), CLAYTON
        FIXED INCOME SERVICES INC., a Colorado corporation, as credit risk manager
        (the
“Credit Risk Manager”), and WELLS FARGO BANK, N.A., as securities administrator
        (the “Securities Administrator”).

       

      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, the Securities
        Administrator and the Trustee herein with respect to the Mortgage Loans and
        the
        other property constituting the Trust Fund are for the benefit of the Holders
        from time to time of the Certificates and, to the extent provided herein,
        any
        NIMS Insurer, the Swap Counterparty and the Cap Counterparty. The Depositor,
        the
        Trustee, the Master Servicer, the Credit Risk Manager and the Securities
        Administrator are entering into this Agreement, and the Trustee is accepting
        the
        Trust Fund created hereby, for good and valuable consideration, the receipt
        and
        sufficiency of which are hereby acknowledged.

       

      As
        provided herein, an election shall be made that the Trust Fund (exclusive
        of (i)
        the Swap Agreement, (ii) the Swap Account, (iii) the right to receive and
        the
        obligation to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls,
        (iv)
        the Basis Risk Reserve Fund, (v) the Supplemental Interest Trust, (vi) the
        Interest Rate Cap Agreement, (vii) the Interest Rate Cap Account, (viii)
        any FPD
        Premium, (ix) any Servicer Prepayment Charge Payment Amounts or amounts in
        respect of Prepayment Charges paid by the Seller as a result of a breach
        of a
        representation or warranty pursuant to Section 2.03(b) and (x) the obligation
        to
        pay Class I Shortfalls (collectively, the “Excluded Trust Assets”)) be treated
        for federal income tax purposes as comprising four real estate mortgage
        investment conduits under Section 860D of the Code (each a “REMIC” or, in the
        alternative “REMIC 1,” “REMIC 2,” “REMIC 3,” and “REMIC 4” (REMIC 4 also being
        referred to as the “Upper Tier REMIC”)). Any inconsistencies or ambiguities in
        this Agreement or in the administration of this Agreement shall be resolved
        in a
        manner that preserves the validity of such REMIC elections.

       

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

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


       

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

       

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

       

      REMIC
        1:

       

      REMIC
        1
        shall issue one uncertificated interest in respect of each Mortgage Loan
        held by
        the Trust Fund on the Closing Date, each of which is hereby designated as
        a
        regular interest in REMIC 1 (the “REMIC 1 Regular Interests”). REMIC 1 shall
        also issue the Class LT-R Certificate, which shall represent the sole class
        of
        residual interest in REMIC 1. Each REMIC 1 Regular Interest shall have an
        initial principal balance equal to the Scheduled Principal Balance of the
        Mortgage Loan to which it relates and shall bear interest at a per annum
        rate
        equal to the Net Mortgage Rate of such Mortgage Loan. In the event a Qualified
        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 Charges collected
        during the preceding Prepayment Period, in the case of Principal Prepayments
        in
        full, or during the related Collection Period, in the case of Principal
        Prepayments in part, to the Lower Tier Interest in REMIC 1 corresponding
        to the
        Mortgage Loan with respect to which such amounts were received.

       


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      


      


       

      REMIC
        2: 

       

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

       

      


      
        	
                Class
                  Designation

              	 	
                Initial
                  Principal

                Balance

              	 	
                 

                Interest
                  Rate

              
	
                LT2-A

              	 	
                $
                  39,527,170.01 

              	 	
                (1)

              
	
                LT2-F1

              	 	
                $
                  12,182,000.00 

              	 	
                (2)

              
	
                LT2-V1

              	 	
                $
                  12,182,000.00 

              	 	
                (3)

              
	
                LT2-F2

              	 	
                $
                  11,822,000.00 

              	 	
                (2)

              
	
                LT2-V2

              	 	
                $
                  11,822,000.00 

              	 	
                (3)

              
	
                LT2-F3

              	 	
                $
                  11,473,000.00 

              	 	
                (2)

              
	
                LT2-V3

              	 	
                $
                  11,473,000.00 

              	 	
                (3)

              
	
                LT2-F4

              	 	
                $
                  11,134,000.00 

              	 	
                (2)

              
	
                LT2-V4

              	 	
                $
                  11,134,000.00 

              	 	
                (3)

              
	
                LT2-F5

              	 	
                $
                  10,806,000.00 

              	 	
                (2)

              
	
                LT2-V5

              	 	
                $
                  10,806,000.00 

              	 	
                (3)

              
	
                LT2-F6

              	 	
                $
                  10,485,500.00 

              	 	
                (2)

              
	
                LT2-V6

              	 	
                $
                  10,485,500.00 

              	 	
                (3)

              
	
                LT2-F7

              	 	
                $
                  10,176,000.00 

              	 	
                (2)

              
	
                LT2-V7

              	 	
                $
                  10,176,000.00 

              	 	
                (3)

              
	
                LT2-F8

              	 	
                $
                  9,876,000.00 

              	 	
                (2)

              
	
                LT2-V8

              	 	
                $
                  9,876,000.00 

              	 	
                (3)

              
	
                LT2-F9

              	 	
                $
                  9,583,000.00 

              	 	
                (2)

              
	
                LT2-V9

              	 	
                $
                  9,583,000.00 

              	 	
                (3)

              
	
                LT2-F10

              	 	
                $
                  9,301,000.00 

              	 	
                (2)

              
	
                LT2-V10

              	 	
                $
                  9,301,000.00 

              	 	
                (3)

              
	
                LT2-F11

              	 	
                $
                  9,066,000.00 

              	 	
                (2)

              
	
                LT2-V11

              	 	
                $
                  9,066,000.00 

              	 	
                (3)

              
	
                LT2-F12

              	 	
                $
                  11,235,000.00 

              	 	
                (2)

              
	
                LT2-V12

              	 	
                $
                  11,235,000.00 

              	 	
                (3)

              
	
                LT2-F13

              	 	
                $
                  11,150,000.00 

              	 	
                (2)

              
	
                LT2-V13

              	 	
                $
                  11,150,000.00 

              	 	
                (3)

              
	
                LT2-F14

              	 	
                $
                  11,023,000.00 

              	 	
                (2)

              
	
                LT2-V14

              	 	
                $
                  11,023,000.00 

              	 	
                (3)

              
	
                LT2-F15

              	 	
                $
                  10,938,500.00 

              	 	
                (2)

              
	
                LT2-V15

              	 	
                $
                  10,938,500.00 

              	 	
                (3)

              
	
                LT2-F16

              	 	
                $
                  10,726,000.00 

              	 	
                (2)

              
	
                LT2-V16

              	 	
                $
                  10,726,000.00 

              	 	
                (3)

              
	
                LT2-F17

              	 	
                $
                  10,599,500.00 

              	 	
                (2)

              
	
                LT2-V17

              	 	
                $
                  10,599,500.00 

              	 	
                (3)

              


      


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      


      


      
        	
                Class
                  Designation

              	 	
                Initial
                  Principal

                 Balance

              	 	
                 

                Interest
                  Rate

              
	
                LT2-F18

              	 	
                $
                  10,386,500.00 

              	 	
                (2)

              
	
                LT2-V18

              	 	
                $
                  10,386,500.00 

              	 	
                (3)

              
	
                LT2-F19

              	 	
                $
                  10,218,000.00 

              	 	
                (2)

              
	
                LT2-V19

              	 	
                $
                  10,218,000.00 

              	 	
                (3)

              
	
                LT2-F20

              	 	
                $
                  10,005,500.00 

              	 	
                (2)

              
	
                LT2-V20

              	 	
                $
                  10,005,500.00 

              	 	
                (3)

              
	
                LT2-F21

              	 	
                $
                  9,751,500.00 

              	 	
                (2)

              
	
                LT2-V21

              	 	
                $
                  9,751,500.00 

              	 	
                (3)

              
	
                LT2-F22

              	 	
                $
                  9,496,500.00 

              	 	
                (2)

              
	
                LT2-V22

              	 	
                $
                  9,496,500.00 

              	 	
                (3)

              
	
                LT2-F23

              	 	
                $
                  32,814,500.00 

              	 	
                (2)

              
	
                LT2-V23

              	 	
                $
                  32,814,500.00 

              	 	
                (3)

              
	
                LT2-F24

              	 	
                $
                  17,637,000.00 

              	 	
                (2)

              
	
                LT2-V24

              	 	
                $
                  17,637,000.00 

              	 	
                (3)

              
	
                LT2-F25

              	 	
                $
                  15,389,500.00 

              	 	
                (2)

              
	
                LT2-V25

              	 	
                $
                  15,389,500.00 

              	 	
                (3)

              
	
                LT2-F26

              	 	
                $
                  11,701,500.00 

              	 	
                (2)

              
	
                LT2-V26

              	 	
                $
                  11,701,500.00 

              	 	
                (3)

              
	
                LT2-F27

              	 	
                $
                  9,157,500.00 

              	 	
                (2)

              
	
                LT2-V27

              	 	
                $
                  9,157,500.00 

              	 	
                (3)

              
	
                LT2-F28

              	 	
                $
                  7,250,000.00 

              	 	
                (2)

              
	
                LT2-V28

              	 	
                $
                  7,250,000.00 

              	 	
                (3)

              
	
                LT2-F29

              	 	
                $
                  5,808,500.00 

              	 	
                (2)

              
	
                LT2-V29

              	 	
                $
                  5,808,500.00 

              	 	
                (3)

              
	
                LT2-F30

              	 	
                $
                  4,748,500.00 

              	 	
                (2)

              
	
                LT2-V30

              	 	
                $
                  4,748,500.00 

              	 	
                (3)

              
	
                LT2-F31

              	 	
                $
                  3,857,500.00 

              	 	
                (2)

              
	
                LT2-V31

              	 	
                $
                  3,857,500.00 

              	 	
                (3)

              
	
                LT2-F32

              	 	
                $
                  3,180,000.00 

              	 	
                (2)

              
	
                LT2-V32

              	 	
                $
                  3,180,000.00 

              	 	
                (3)

              
	
                LT2-F33

              	 	
                $
                  3,010,000.00 

              	 	
                (2)

              
	
                LT2-V33

              	 	
                $
                  3,010,000.00 

              	 	
                (3)

              
	
                LT2-F34

              	 	
                $
                  2,840,500.00 

              	 	
                (2)

              
	
                LT2-V34

              	 	
                $
                  2,840,500.00 

              	 	
                (3)

              
	
                LT2-F35

              	 	
                $
                  2,713,000.00 

              	 	
                (2)

              
	
                LT2-V35

              	 	
                $
                  2,713,000.00 

              	 	
                (3)

              
	
                LT2-F36

              	 	
                $
                  2,586,500.00 

              	 	
                (2)

              
	
                LT2-V36

              	 	
                $
                  2,586,500.00 

              	 	
                (3)

              
	
                LT2-F37

              	 	
                $
                  2,459,000.00 

              	 	
                (2)

              
	
                LT2-V37

              	 	
                $
                  2,459,000.00 

              	 	
                (3)

              
	
                LT2-F38

              	 	
                $
                  2,332,000.00 

              	 	
                (2)

              
	
                LT2-V38

              	 	
                $
                  2,332,000.00 

              	 	
                (3)

              
	
                LT2-F39

              	 	
                $
                  2,247,000.00 

              	 	
                (2)

              
	
                LT2-V39

              	 	
                $
                  2,247,000.00 

              	 	
                (3)

              


      


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      


      


      
        	
                Class
                  Designation

              	 	
                Initial
                  Principal 

                Balance

              	 	
                 

                Interest
                  Rate

              
	
                LT2-F40

              	 	
                $
                  2,077,500.00 

              	 	
                (2)

              
	
                LT2-V40

              	 	
                $
                  2,077,500.00 

              	 	
                (3)

              
	
                LT2-F41

              	 	
                $
                  2,035,000.00 

              	 	
                (2)

              
	
                LT2-V41

              	 	
                $
                  2,035,000.00 

              	 	
                (3)

              
	
                LT2-F42

              	 	
                $
                  1,907,500.00 

              	 	
                (2)

              
	
                LT2-V42

              	 	
                $
                  1,907,500.00 

              	 	
                (3)

              
	
                LT2-F43

              	 	
                $
                  1,823,000.00 

              	 	
                (2)

              
	
                LT2-V43

              	 	
                $
                  1,823,000.00 

              	 	
                (3)

              
	
                LT2-F44

              	 	
                $
                  1,738,500.00 

              	 	
                (2)

              
	
                LT2-V44

              	 	
                $
                  1,738,500.00 

              	 	
                (3)

              
	
                LT2-F45

              	 	
                $
                  1,610,500.00 

              	 	
                (2)

              
	
                LT2-V45

              	 	
                $
                  1,610,500.00 

              	 	
                (3)

              
	
                LT2-F46

              	 	
                $
                  1,569,000.00 

              	 	
                (2)

              
	
                LT2-V46

              	 	
                $
                  1,569,000.00 

              	 	
                (3)

              
	
                LT2-F47

              	 	
                $
                  1,484,000.00 

              	 	
                (2)

              
	
                LT2-V47

              	 	
                $
                  1,484,000.00 

              	 	
                (3)

              
	
                LT2-F48

              	 	
                $
                  1,441,500.00 

              	 	
                (2)

              
	
                LT2-V48

              	 	
                $
                  1,441,500.00 

              	 	
                (3)

              
	
                LT2-F49

              	 	
                $
                  1,314,000.00 

              	 	
                (2)

              
	
                LT2-V49

              	 	
                $
                  1,314,000.00 

              	 	
                (3)

              
	
                LT2-F50

              	 	
                $
                  1,272,000.00 

              	 	
                (2)

              
	
                LT2-V50

              	 	
                $
                  1,272,000.00 

              	 	
                (3)

              
	
                LT2-F51

              	 	
                $
                  1,229,500.00 

              	 	
                (2)

              
	
                LT2-V51

              	 	
                $
                  1,229,500.00 

              	 	
                (3)

              
	
                LT2-F52

              	 	
                $
                  1,145,000.00 

              	 	
                (2)

              
	
                LT2-V52

              	 	
                $
                  1,145,000.00 

              	 	
                (3)

              
	
                LT2-F53

              	 	
                $
                  1,102,000.00 

              	 	
                (2)

              
	
                LT2-V53

              	 	
                $
                  1,102,000.00 

              	 	
                (3)

              
	
                LT2-F54

              	 	
                $
                  1,060,000.00 

              	 	
                (2)

              
	
                LT2-V54

              	 	
                $
                  1,060,000.00 

              	 	
                (3)

              
	
                LT2-F55

              	 	
                $
                  975,000.00 

              	 	
                (2)

              
	
                LT2-V55

              	 	
                $
                  975,000.00 

              	 	
                (3)

              
	
                LT2-F56

              	 	
                $
                  975,000.00 

              	 	
                (2)

              
	
                LT2-V56

              	 	
                $
                  975,000.00 

              	 	
                (3)

              
	
                LT2-F57

              	 	
                $
                  890,500.00 

              	 	
                (2)

              
	
                LT2-V57

              	 	
                $
                  890,500.00 

              	 	
                (3)

              
	
                LT2-F58

              	 	
                $
                  848,000.00 

              	 	
                (2)

              
	
                LT2-V58

              	 	
                $
                  848,000.00 

              	 	
                (3)

              
	
                LT2-F59

              	 	
                $
                  826,500.00 

              	 	
                (2)

              
	
                LT2-V59

              	 	
                $
                  826,500.00 

              	 	
                (3)

              
	
                LT2-F60

              	 	
                $
                  775,500.00 

              	 	
                (2)

              
	
                LT2-V60

              	 	
                $
                  775,500.00 

              	 	
                (3)

              
	
                LT2-F61

              	 	
                $
                  737,500.00 

              	 	
                (2)

              


      


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      


      


      
        	
                Class
                  Designation

              	 	
                Initial
                  Principal 

                Balance

              	 	
                 

                Interest
                  Rate

              
	
                LT2-V61

              	 	
                $
                  737,500.00 

              	 	
                (3)

              
	
                LT2-F62

              	 	
                $
                  701,500.00 

              	 	
                (2)

              
	
                LT2-V62

              	 	
                $
                  701,500.00 

              	 	
                (3)

              
	
                LT2-F63

              	 	
                $
                  666,500.00 

              	 	
                (2)

              
	
                LT2-V63

              	 	
                $
                  666,500.00 

              	 	
                (3)

              
	
                LT2-F64

              	 	
                $
                  634,000.00 

              	 	
                (2)

              
	
                LT2-V64

              	 	
                $
                  634,000.00 

              	 	
                (3)

              
	
                LT2-F65

              	 	
                $
                  602,000.00 

              	 	
                (2)

              
	
                LT2-V65

              	 	
                $
                  602,000.00 

              	 	
                (3)

              
	
                LT2-F66

              	 	
                $
                  572,500.00 

              	 	
                (2)

              
	
                LT2-V66

              	 	
                $
                  572,500.00 

              	 	
                (3)

              
	
                LT2-F67

              	 	
                $
                  544,500.00 

              	 	
                (2)

              
	
                LT2-V67

              	 	
                $
                  544,500.00 

              	 	
                (3)

              
	
                LT2-F68

              	 	
                $
                  517,000.00 

              	 	
                (2)

              
	
                LT2-V68

              	 	
                $
                  517,000.00 

              	 	
                (3)

              
	
                LT2-F69

              	 	
                $
                  492,000.00 

              	 	
                (2)

              
	
                LT2-V69

              	 	
                $
                  492,000.00 

              	 	
                (3)

              
	
                LT2-F70

              	 	
                $
                  467,500.00 

              	 	
                (2)

              
	
                LT2-V70

              	 	
                $
                  467,500.00 

              	 	
                (3)

              
	
                LT2-F71

              	 	
                $
                  8,997,500.00 

              	 	
                (2)

              
	
                LT2-V71

              	 	
                $
                  8,997,500.00 

              	 	
                (3)

              
	
                LT2-R

              	 	
                (4)

              	 	
                (4)

              


      

      


      ___________________________

      
        	
                (1)

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

              


      

       

      
        	
                (2)
                  

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

              


      

       

      
        	
                (3)

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

              


      

       

      
        	
                (4)
                  

              	
                The
                  Class LT2-R interest shall not have a principal amount and shall
                  not bear
                  interest. The Class LT2-R nterest 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 Mortgage Loans 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.

       


      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      


      


       

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

       

      REMIC
        3: 

       

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

       

      
        	
                REMIC
                  3

                Lower
                  Tier 

                Class
                  Designation

              	 	
                REMIC
                  3

                Lower
                  Tier

                Interest
                  Rate

              	 	
                Initial
                  Class 

                Principal
                  Amount

              	 	
                Corresponding
                  Class of Certificate(s)

              
	
                Class
                  LT3-A1

              	 	
                (1)

              	 	
                (3)

              	 	
                A1

              
	
                Class
                  LT3-A2

              	 	
                (1)

              	 	
                (3)

              	 	
                A2

              
	
                Class
                  LT3-A3

              	 	
                (1)

              	 	
                (3)

              	 	
                A3

              
	
                Class
                  LT3-A4

              	 	
                (1)

              	 	
                (3)

              	 	
                A4

              
	
                Class
                  LT3-A5

              	 	
                (1)

              	 	
                (3)

              	 	
                A5

              
	
                Class
                  LT3-A6

              	 	
                (1)

              	 	
                (3)

              	 	
                A6

              
	
                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-P

              	 	
                (1)

              	 	
                (3)

              	 	
                P

              
	
                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.

              


      

       


      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      


      


       

      
        	 	
                (2)

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

              


      

       

      
        	
                Distribution
                  Dates

              	
                REMIC
                  2
                  Class Designation

              
	
                2

              	
                Class
                  LT2-F1

              
	
                2-3

              	
                Class
                  LT2-F2

              
	
                2-4

              	
                Class
                  LT2-F3

              
	
                2-5

              	
                Class
                  LT2-F4

              
	
                2-6

              	
                Class
                  LT2-F5

              
	
                2-7

              	
                Class
                  LT2-F6

              
	
                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

              


      


      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      


      


      
        	
                Distribution
                  Dates

              	
                REMIC
                  2
                  Class Designation

              
	
                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

              


      

      


      
        	 	
                (3)

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

              


      

       

      
        	 	
                (4)

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

              


      

       

      
        	 	
                (5)

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

              


      

       

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

       

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

       

      (a)
        First, to the Class LT3-A1, Class LT3-A2, Class LT3-A3, Class LT3-A4, Class
        LT3-A5, Class LT3-A6, Class LT3-M1, Class LT3-M2, Class LT3-M3, Class LT3-M4,
        Class LT3-M5, Class LT3-M6, Class LT3-M7, Class LT3-M8 and Class LT3-M9,
        Class
        LT3-B1, Class LT3-B2, Class LT3-B3 Interests, and Class LT3-P 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

       


      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      


      


       

      (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 Charges 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.

       

      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

                Denominations

              
	
                Class
                  A1

              	 	
                (1)

              	 	
                $

              	
                199,253,000

              	 	
                $

              	
                25,000

              
	
                Class
                  A2

              	 	
                (2)

              	 	
                $

              	
                169,041,000

              	 	
                $

              	
                25,000

              
	
                Class
                  A3

              	 	
                (3)

              	 	
                $

              	
                28,807,000

              	 	
                $

              	
                25,000

              
	
                Class
                  A4

              	 	
                (4)

              	 	
                $

              	
                68,527,000

              	 	
                $

              	
                25,000

              
	
                Class
                  A5

              	 	
                (5)

              	 	
                $

              	
                27,452,000

              	 	
                $

              	
                25,000

              
	
                Class
                  A6

              	 	
                (6)

              	 	
                $

              	
                199,252,000

              	 	
                $

              	
                25,000

              
	
                Class
                  M1

              	 	
                (7)

              	 	
                $

              	
                31,373,000

              	 	
                $

              	
                100,000

              
	
                Class
                  M2

              	 	
                (8)

              	 	
                $

              	
                19,926,000

              	 	
                $

              	
                100,000

              
	
                Class
                  M3

              	 	
                (9)

              	 	
                $

              	
                13,567,000

              	 	
                $

              	
                100,000

              
	
                Class
                  M4

              	 	
                (10)

              	 	
                $

              	
                13,143,000

              	 	
                $

              	
                100,000

              
	
                Class
                  M5

              	 	
                (11)

              	 	
                $

              	
                12,719,000

              	 	
                $

              	
                100,000

              
	
                Class
                  M6

              	 	
                (12)

              	 	
                $

              	
                9,327,000

              	 	
                $

              	
                100,000

              
	
                Class
                  M7

              	 	
                (13)

              	 	
                $

              	
                8,903,000

              	 	
                $

              	
                100,000

              
	
                Class
                  M8

              	 	
                (14)

              	 	
                $

              	
                8,479,000

              	 	
                $

              	
                100,000

              
	
                Class
                  M9

              	 	
                (15)

              	 	
                $

              	
                6,360,000

              	 	
                $

              	
                100,000

              
	
                Class
                  B1

              	 	
                (16)

              	 	
                $

              	
                5,935,000

              	 	
                $

              	
                100,000

              
	
                Class
                  B2

              	 	
                (17)

              	 	
                $

              	
                5,088,000

              	 	
                $

              	
                100,000

              
	
                Class
                  B3

              	 	
                (18)

              	 	
                $

              	
                8,478,000

              	 	
                $

              	
                100,000

              
	
                Class
                  X

              	 	
                (19)
                  

              	 	 	
                (19)
                  

              	 	 	
                10%

              
	
                Class
                  R

              	 	
                (20)
                  

              	 	 	
                (20)
                  

              	 	 	
                100%

              
	
                Class
                  P

              	 	
                (21)

              	 	
                $

              	
                100
                  (22)

              	 	 	
                10%

              
	
                Class
                  LT-R

              	 	
                (23)

              	 	 	
                (23)
                  

              	 	 	
                100%

              
	 	 	 	 	 	 	 	 	 


      

       

      
        	
                (1)

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

              


      

       


      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      


       

      


       

      
        	
                (2)

              	
                The
                  Certificate Interest Rate with respect to any Distribution Date
                  (and the
                  related Accrual Period) for the Class A2 Certificates is the per
                  annum
                  rate equal to the lesser of (i) LIBOR plus 0.090% and (ii) with
                  respect to
                  any Distribution Date on which the Class Principal Amounts of the
                  Group 1
                  Senior Certificates are outstanding, the Pool 2 Net Funds Cap for
                  such
                  Distribution Date or, after the Distribution Date on which the
                  Class
                  Principal Amounts of the Group 1 Senior Certificates have been
                  reduced to
                  zero, the Subordinate Net Funds Cap for such Distribution
                  Date;
                  provided,
                  that if the Mortgage Loans and related property are not purchased
                  pursuant
                  to Section 7.01(b) on the Initial Optional Termination Date, then
                  with
                  respect to each subsequent Distribution Date the per annum rate
                  calculated
                  pursuant to clause (i) above with respect to the Class A2 Certificates
                  will be LIBOR plus 0.180%. For purposes of the REMIC Provisions,
                  each
                  reference to a Net Funds Cap in clause (ii) of the preceding sentence
                  shall be deemed to be a reference to the REMIC 3 Net Funds Cap;
                  therefore,
                  on any Distribution Date on which the Certificate Interest Rate
                  for the
                  Class A2 Certificates exceeds the REMIC 3 Net Funds Cap, interest
                  accruals
                  based on such excess shall be treated as having been paid from
                  the Basis
                  Risk Reserve Fund or the Supplemental Interest Trust, as applicable;
                  on
                  any Distribution Date on which the Certificate Interest Rate on
                  the Class
                  A2 Certificates is based on a Net Funds Cap, the amount of interest
                  that
                  would have accrued on the Class A2 Certificates if the REMIC 3
                  Net Funds
                  Cap were substituted for the Net Funds Cap shall be treated as
                  having been
                  paid by the Class A2 Certificateholders to the Supplemental Interest
                  Trust, all pursuant to and as further provided in Section 10.01(n)
                  hereof.

              


      

       

      
        	
                (3)

              	
                The
                  Certificate Interest Rate with respect to any Distribution Date
                  (and the
                  related Accrual Period) for the Class A3 Certificates is the per
                  annum
                  rate equal to the lesser of (i) LIBOR plus 0.160% 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 are reduced
                  to zero,
                  the Subordinate Net Funds Cap for such Distribution Date;
                  provided,
                  that if the Mortgage Loans and related property are not purchased
                  pursuant
                  to Section 7.01(b) on the Initial Optional Termination Date, then
                  with
                  respect to each subsequent Distribution Date the per annum rate
                  calculated
                  pursuant to clause (i) above with respect to the Class A3 Certificates
                  will be LIBOR plus 0.320%. For purposes of the REMIC Provisions,
                  each
                  reference to a Net Funds Cap in clause (ii) of the preceding sentence
                  shall be deemed to be a reference to the REMIC 3 Net Funds Cap;
                  therefore,
                  on any Distribution Date on which the Certificate Interest Rate
                  for the
                  Class A3 Certificates exceeds the REMIC 3 Net Funds Cap, interest
                  accruals
                  based on such excess shall be treated as having been paid from
                  the Basis
                  Risk Reserve Fund or the Supplemental Interest Trust, as applicable;
                  on
                  any Distribution Date on which the Certificate Interest Rate on
                  the Class
                  A3 Certificates is based on a Net Funds Cap, the amount of interest
                  that
                  would have accrued on the Class A3 Certificates if the REMIC 3
                  Net Funds
                  Cap were substituted for the Net Funds Cap shall be treated as
                  having been
                  paid by the Class A3 Certificateholders to the Supplemental Interest
                  Trust, all pursuant to and as further provided in Section 10.01(n)
                  hereof.

              


      

       

      
        	
                (4)

              	
                The
                  Certificate Interest Rate with respect to any Distribution Date
                  (and the
                  related Accrual Period) for the Class A4 Certificates is the per
                  annum
                  rate equal to the lesser of (i) LIBOR plus 0.200% 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 are reduced
                  to zero,
                  the Subordinate Net Funds Cap for such Distribution Date;
                  provided,
                  that if the Mortgage Loans and related property are not purchased
                  pursuant
                  to Section 7.01(b) on the Initial Optional Termination Date, then
                  with
                  respect to each subsequent Distribution Date the per annum rate
                  calculated
                  pursuant to clause (i) above with respect to the Class A4 Certificates
                  will be LIBOR plus 0.400%. For purposes of the REMIC Provisions,
                  the
                  reference to a Net Funds Cap in clause (ii) of the preceding sentence
                  shall be deemed to be a reference to the REMIC 3 Net Funds Cap;
                  therefore,
                  on any Distribution Date on which the Certificate Interest Rate
                  for the
                  Class A4 Certificates exceeds the REMIC 3 Net Funds Cap, interest
                  accruals
                  based on such excess shall be treated as having been paid from
                  the Basis
                  Risk Reserve Fund or the Supplemental Interest Trust, as applicable;
                  on
                  any Distribution Date on which the Certificate Interest Rate on
                  the Class
                  A4 Certificates is based on a Net Funds Cap, the amount of interest
                  that
                  would have accrued on the Class A4 Certificates if the REMIC 3
                  Net Funds
                  Cap were substituted for the Net Funds Cap shall be treated as
                  having been
                  paid by the Class A4 Certificateholders to the Supplemental Interest
                  Trust, all pursuant to and as further provided in Section 10.01(n)
                  hereof.

              


      

       


      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      


      


       

      
        	
                (5)

              	
                The
                  Certificate Interest Rate with respect to any Distribution Date
                  (and the
                  related Accrual Period) for the Class A5 Certificates is the per
                  annum
                  rate equal to the lesser of (i) LIBOR plus 0.310% and (ii) with
                  respect to
                  any Distribution Date on which the Class Principal Amounts of the
                  Group 1
                  Senior Certificates are outstanding, the Pool 2 Net Funds Cap for
                  such
                  Distribution Date or, after the Distribution Date on which the
                  Class
                  Principal Amounts of the Group 1 Senior Certificates have been
                  reduced to
                  zero, the Subordinate Net Funds Cap for such Distribution
                  Date;
                  provided,
                  that if the Mortgage Loans and related property are not purchased
                  pursuant
                  to Section 7.01(b) on the Initial Optional Termination Date, then
                  with
                  respect to each subsequent Distribution Date the per annum rate
                  calculated
                  pursuant to clause (i) above with respect to the Class A5 Certificates
                  will be LIBOR plus 0.620%. For purposes of the REMIC Provisions,
                  each
                  reference to a Net Funds Cap in clause (ii) of the preceding sentence
                  shall be deemed to be a reference to the REMIC 3 Net Funds Cap;
                  therefore,
                  on any Distribution Date on which the Certificate Interest Rate
                  for the
                  Class A5 Certificates exceeds the REMIC 3 Net Funds Cap, interest
                  accruals
                  based on such excess shall be treated as having been paid from
                  the Basis
                  Risk Reserve Fund or the Supplemental Interest Trust, as applicable;
                  on
                  any Distribution Date on which the Certificate Interest Rate on
                  the Class
                  A5 Certificates is based on a Net Funds Cap, the amount of interest
                  that
                  would have accrued on the Class A5 Certificates if the REMIC 3
                  Net Funds
                  Cap were substituted for the Net Funds Cap shall be treated as
                  having been
                  paid by the Class A5 Certificateholders to the Supplemental Interest
                  Trust, all pursuant to and as further provided in Section 10.01(n)
                  hereof.

              


      

       

      
        	
                (6)

              	
                The
                  Certificate Interest Rate with respect to any Distribution Date
                  (and the
                  related Accrual Period) for the Class A6 Certificates is the per
                  annum
                  rate equal to the lesser of (i) LIBOR plus 0.210% and (ii) with
                  respect to
                  any Distribution Date on which the Class Principal Amounts of the
                  Group 2
                  Senior Certificates are outstanding, the Pool 1 Net Funds Cap for
                  such
                  Distribution Date or, after the Distribution Date on which the
                  Class
                  Principal Amounts of the Group 2 Senior Certificates have been
                  reduced to
                  zero, the Subordinate Net Funds Cap for such Distribution
                  Date;
                  provided,
                  that if the Mortgage Loans and related property are not purchased
                  pursuant
                  to Section 7.01(b) on the Initial Optional Termination Date, then
                  with
                  respect to each subsequent Distribution Date the per annum rate
                  calculated
                  pursuant to clause (i) above with respect to the Class A6 Certificates
                  will be LIBOR plus 0.420%. For purposes of the REMIC Provisions,
                  each
                  reference to a Net Funds Cap in clause (ii) of the preceding sentence
                  shall be deemed to be a reference to the REMIC 3 Net Funds Cap;
                  therefore,
                  on any Distribution Date on which the Certificate Interest Rate
                  for the
                  Class A6 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
                  A6 Certificates is based on a Net Funds Cap, the amount of interest
                  that
                  would have accrued on the Class A6 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 A6 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 M1 Certificates is the per
                  annum
                  rate equal to the lesser of (i) LIBOR plus 0.440% and (ii) the
                  Subordinate
                  Net Funds Cap for such Distribution Date; provided,
                  that
                  if the Mortgage Loans and related property are not purchased pursuant
                  to
                  Section 7.01(b) on the Initial Optional Termination Date, then
                  with
                  respect to each subsequent Distribution Date the per annum rate
                  calculated
                  pursuant to clause (i) above with respect to the Class M1 Certificates
                  will be LIBOR plus 0.660%. 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 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.


              


      

       


      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      


      


       

      
        	
                (8)

              	
                The
                  Certificate Interest Rate with respect to any Distribution Date
                  (and the
                  related Accrual Period) for the Class M2 Certificates is the per
                  annum
                  rate equal to the lesser of (i) LIBOR plus 0.490% and (ii) the
                  Subordinate
                  Net Funds Cap for such Distribution Date; provided,
                  that
                  if the Mortgage Loans and related property are not purchased pursuant
                  to
                  Section 7.01(b) on the Initial Optional Termination Date, then
                  with
                  respect to each subsequent Distribution Date the per annum rate
                  calculated
                  pursuant to clause (i) above with respect to the Class M2 Certificates
                  will be LIBOR plus 0.735%. 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.

              


      

       

      
        	
                (9)

              	
                The
                  Certificate Interest Rate with respect to any Distribution Date
                  (and the
                  related Accrual Period) for the Class M3 Certificates is the per
                  annum
                  rate equal to the lesser of (i) LIBOR plus 0.670% 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 1.005%. 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.

              


      

       

      
        	
                (10)

              	
                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 1.000% 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 1.500%. 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.
                  

              


      

       

      
        	
                (11)

              	
                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 1.150% 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 1.725%. 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.
                  

              


      

       


      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      


      


       

      
        	
                (12)

              	
                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 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 M6 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 M6 Certificates exceeds the REMIC 3 Net Funds Cap,
                  interest
                  accruals based on such excess shall be treated as having been paid
                  from
                  the Basis Risk Reserve Fund or the Supplemental Interest Trust,
                  as
                  applicable; on any Distribution Date on which the Certificate Interest
                  Rate on the Class M6 Certificates is based on the Subordinate Net
                  Funds
                  Cap, the amount of interest that would have accrued on the Class
                  M6
                  Certificates if the REMIC 3 Net Funds Cap were substituted for
                  the
                  Subordinate Net Funds Cap shall be treated as having been paid
                  by the
                  Class M6 Certificateholders to the Supplemental Interest Trust,
                  all
                  pursuant to and as further provided in Section 10.01(n) hereof.
                  

              


      

       

      
        	
                (13)

              	
                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 2.500% 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 M7 Certificates
                  will be LIBOR plus 3.750%. For purposes of the REMIC Provisions,
                  the
                  reference to “Subordinate Net Funds Cap” in clause (ii) of the preceding
                  sentence shall be deemed to be a reference to the REMIC 3 Net Funds
                  Cap;
                  therefore, on any Distribution Date on which the Certificate Interest
                  Rate
                  for the Class 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.
                  

              


      

       

      
        	
                (14)

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

              


      

       


      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      


      


       

      
        	
                (15)

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

              


      

       

      
        	
                (16)

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

              


      

       

      
        	
                (17)

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

              


      

       

      
        	
                (18)

              	
                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 2.500% and (ii) the
                  Subordinate
                  Net Funds Cap for such Distribution Date; provided,
                  that if the Mortgage Loans and related property are not purchased
                  pursuant
                  to Section 7.01(b) on the Initial Optional Termination Date, then
                  with
                  respect to each subsequent Distribution Date the per annum rate
                  calculated
                  pursuant to clause (i) above with respect to the Class B3 Certificates
                  will be LIBOR plus 3.750%. For purposes of the REMIC Provisions,
                  the
                  reference to “Subordinate Net Funds Cap” in clause (ii) of the preceding
                  sentence shall be deemed to be a reference to the REMIC 3 Net Funds
                  Cap;
                  therefore, on any Distribution Date on which the Certificate Interest
                  Rate
                  for the Class 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.

              


      

       


      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      


      


       

      
        	
                (19)

              	
                For
                  purposes of the REMIC Provisions, Class X shall have an initial
                  principal
                  balance of $12,295,070.01, and the right to receive distributions
                  of such
                  amount represents a regular interest in the Upper Tier REMIC. The
                  Class X
                  Certificate shall also comprise two notional components, each of
                  which
                  represents a regular interest in the Upper Tier REMIC. The first
                  such
                  component has a notional balance that will at all times equal the
                  aggregate of the Class Principal Amounts of the Lower Tier Interests
                  in
                  REMIC 3, and, for each Distribution Date (and the related Accrual
                  Period)
                  this notional component shall bear interest at a per annum rate
                  equal to
                  the excess, if any, of (i) (a) the weighted average of the interest
                  rates
                  on the Lower Tier Interests in REMIC 3 (other than any interest-only
                  regular interest) minus (b) the Credit Risk Manager’s Fee Rate, over (ii)
                  the Adjusted Lower Tier WAC. The second notional component represents
                  the
                  right to receive all distributions in respect of the Class LT3-IO
                  Interest
                  in REMIC 3 (the “Class LT4-I” interest). In addition, for purposes of the
                  REMIC Provisions, the Class X Certificate shall represent beneficial
                  ownership of (i) the Basis Risk Reserve Fund; (ii) the Supplemental
                  Interest Trust, including the Swap Agreement, the Swap Account,
                  the
                  Interest Rate Cap Agreement and the Interest Rate Cap Account,
                  and (iii)
                  an interest in the notional principal contracts described in Section
                  10.01(n) hereof.

              


      

       

      
        	
                (20)

              	
                The
                  Class R Certificate will be issued without a Certificate 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.

              


      

       

      
        	
                (21)

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

              


      

       

      
        	
                (22)

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

              


      

       

      
        	
                (23)

              	
                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
        $847,925,170.01.

       

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

       


      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      


      


       

      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 or the Master Servicer, or (y) as provided
        in
        the Servicing Agreement, to the extent applicable to the Servicer.

       

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

       

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

       

      Act:
        As
        defined in Section 3.03(c).

       

      Additional
        Collateral:
        None.

       

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

       

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

       

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

       

      Additional
        Termination Event:
        As
        defined in the Swap Agreement.

       

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

       


      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      


      


       

      Adjusted
        Lower Tier WAC:
        For any
        Distribution Date (and the related Accrual Period), an amount equal to (i)
        two,
        multiplied by (ii) the weighted average of the interest rates for such
        Distribution Date for the Class LT3-A1, Class LT3-A2, Class LT3-A3, Class
        LT3-A4, Class LT3-A5, Class LT3-A6, 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, Class LT3-P and Class LT3-Q
        Interests, weighted in proportion to their Class Principal Amounts as of
        the
        beginning of the related Accrual Period and computed by subjecting the rate
        on
        the Class LT3-Q Interest to a cap of 0.00%, and by subjecting the rate on
        each
        of the Class LT3-A1, Class LT3-A2, Class LT3-A3, Class LT3-A4, Class LT3-A5,
        Class LT3-A6, 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
        multiplied by the quotient of (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 Servicing Fee) on one or more Mortgage Loans that
        were
        due on a Due Date in the related Collection Period and not received as of
        the
        close of business on the related Determination Date, required to be made
        by or
        on behalf of the Master Servicer and the Servicer (or by the Securities
        Administrator 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 Servicer (or by the Securities Administrator 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 Distribution Date (net of the Servicing Fee) required
        to
        be made by or on behalf of the Master Servicer or the Servicer (or by the
        Securities Administrator 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 Servicer (or by the Securities
        Administrator as successor to the Master Servicer), to be recoverable from
        collections or recoveries in respect of such Simple Interest Mortgage
        Loans.

       

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

       

      Affected
        Party:
        As
        defined in the Swap Agreement.

       

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

       


      
        
          
          

        

        
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      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 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 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
        distributions of principal on such Distribution Date and all Realized Losses
        incurred with respect to the Mortgage Loans during the related Collection
        Period, 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
        and Assumption Agreement:
        The
        Assignment and Assumption Agreement dated as of March 1, 2007 between Lehman
        Brothers Bank FSB and the Seller.

       

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

       

      Aurora:
        Aurora
        Loan Services LLC, a Delaware limited liability company.

       


      
        
          
          

        

        
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      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 of the Class Principal
        Amounts of the Senior Certificates and the Class M1, Class M2, Class M3,
        Class
        M4, Class M5, Class M6, Class M7, Class M8 and Class M9 Certificates, in
        each
        case after giving effect to distributions on such Distribution Date and (ii)
        the
        Class Principal Amount of the Class B1 Certificates immediately prior to
        such
        Distribution Date exceeds (y) the B1 Target Amount for such Distribution
        Date.

       

      B1
        Target Amount:
        With
        respect to any Distribution Date, an amount equal to the lesser of (a) the
        product of (i) 93.90% and (ii) the Aggregate Pool Balance for such Distribution
        Date determined as of the last day of the related Collection 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 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 of the Class Principal
        Amounts of the Senior Certificates and the Class M1, Class M2, Class M3,
        Class
        M4, Class M5, Class M6, Class M7, Class M8, Class M9 and Class B1 Certificates,
        in each case after giving effect to distributions on such Distribution Date
        and
        (ii) the Class Principal Amount of the Class B2 Certificates immediately
        prior
        to such Distribution Date exceeds (y) the B2 Target Amount for such Distribution
        Date.

       

      B2
        Target Amount:
        With
        respect to any Distribution Date, an amount equal to the lesser of (a) the
        product of (i) 95.10% and (ii) the Aggregate Pool Balance for such Distribution
        Date determined as of the last day of the related Collection 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 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 of the Class Principal
        Amounts 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.

       

      B3
        Target Amount:
        With
        respect to any Distribution Date, an amount equal to the lesser of (a) the
        product of (i) 97.10% and (ii) the Aggregate Pool Balance for such Distribution
        Date determined as of the last day of the related Collection 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 exceeds
        (ii)
        the Overcollateralization Floor.

       


      
        
          
          

        

        
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      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.

       

      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 from previous
        Distribution Dates 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, if any, by which (x) the amount of interest calculated at the
        Certificate Interest Rate applicable to such Class for such Distribution
        Date,
        determined without regard to the Pool 1 Net Funds Cap, the Pool 2 Net Funds
        Cap
        or the Subordinate Net Funds Cap, as applicable, for such date, but subject
        to a
        cap equal to the applicable Maximum Interest Rate for such date, exceeds
        (y) the
        amount of interest calculated at the Pool 1 Net Funds Cap, the Pool 2 Net
        Funds
        Cap or the Subordinate Net Funds Cap, as applicable.

       

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

       

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

       

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

       


      
        
          
          

        

        
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      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.

       

      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, the city in which the
        Corporate Trust Office of the Trustee is located, or the States of Maryland,
        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 Servicing Agreement, are authorized or
        obligated by law or executive order to be closed.

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       


      
        
          
          

        

        
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      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.

       

      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 REMIC 4, 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.

       


      
        
          
          

        

        
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      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 LT4-I interest in the Upper Tier REMIC 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
        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 X, Class P, Class LT-R and Class
        R
        Certificates, zero. With respect to any Lower Tier Interest, the initial
        Class
        Principal Amount as shown or described in the table set forth in the Preliminary
        Statement to this Agreement for the issuing REMIC, as reduced by principal
        distributed with respect to such Lower Tier Interest and Realized Losses
        allocated to such Lower Tier Interest.

       

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

       

      Class
        X Distributable Amount:
        With
        respect to any Distribution Date, the amount of interest that has accrued
        on the
        Class X Notional Balance, as described in the Preliminary Statement, but
        that
        has not been distributed prior to such date. In addition, such amount shall
        include the initial Overcollateralization Amount of $12,295,070.01
        ($12,295,170.01 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 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.

       


      
        
          
          

        

        
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      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:
        March
        30, 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
        calendar month immediately preceding the calendar month in which such
        Distribution Date occurs and ending on the first day of the calendar month
        in
        which such Distribution Date occurs.

       

      Commission
        The
        United States Securities and Exchange Commission.

       

      Commitment
        Letter:
        The
        Commitment Letter for WFHM 2006-MO6, dated May 22, 2006, of Wells Fargo Bank,
        N.A., as Seller, to Lehman Brothers Bank, FSB, as Purchaser.

       

      Compensating
        Interest Payment:
        With
        respect to any Distribution Date, an amount equal to the aggregate amount
        of any
        Prepayment Interest Shortfalls required to be paid by the Servicer with respect
        to such Distribution Date. The Master Servicer 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.

       


      
        
          
          

        

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

       

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

       

      Cooperative
        Shares:
        Shares
        issued by a Cooperative Corporation.

       

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

       

      Corporate
        Trust Office:
        The
        principal corporate trust office of the Trustee at which, at any particular
        time, its corporate trust business 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-WF1; provided that for purposes
        of
        presentment or surrender of the Certificates and for final payment thereon,
        the
        Trustee’s Corporate Trust Office shall be 60 Livingstone Avenue, St. Paul,
        Minnesota 55103.

       

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

       

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

       

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

       

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

       

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

       

      Credit
        Support Annex:
        The
        credit support annex to the Swap Agreement and Interest Rate Cap Agreement
        dated
        as of March 30, 2007, between the Trustee, on behalf of the Supplemental
        Interest Trust, the Swap Counterparty and the Cap Counterparty.

       


      
        
          
          

        

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

       

      
        	
                Distribution
                  Date

              	
                Loss
                  Percentage

              
	
                April
                  2009 through March 2010

              	
                1.30%
                  for the first month, plus
                  an
                  additional 1/12th
                  of
                  1.60% for each month thereafter

              
	
                April
                  2010 through March 2011

              	
                2.90%
                  for the first month, plus
                  an
                  additional 1/12th
                  of
                  1.65% for each month thereafter

              
	
                April
                  2011 through March 2012

              	
                4.55%
                  for the first month, plus
                  an
                  additional 1/12th
                  of
                  1.35% for each month thereafter

              
	
                April
                  2012 through March 2013

              	
                5.90%
                  for the first month, plus
                  an
                  additional 1/12th
                  of
                  0.70% for each month thereafter

              
	
                April
                  2013 and thereafter

              	
                6.60%

              


      

       

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

       

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

       

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

       

      Custodial
        Compensation:
        The
        transactional fees or charges (exclusive of the trustee acceptance fee and
        annual administration fee) and reimbursement of out-of-pocket expense paid
        to or
        allowed the Custodian by the Securities Administrator pursuant to the Custodial
        Agreement or any applicable side letter.

       

      Custodian:
        The
        Custodian appointed by the Trustee pursuant to the Custodial Agreement, and
        any
        successor thereto. The initial Custodian is Wells Fargo Bank, N.A.

       

      Cut-off
        Date:
        March
        1, 2007

       

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

       

      DBRS:
        DBRS,
        Inc.

       

      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.

       


      
        
          
          

        

        
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      Defaulting
        Party:
        As
        defined in the Swap Agreement.

       

      Deferred
        Amount:
        With
        respect to any Distribution Date and each Class of 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 in which the Rolling Three Month Delinquency Rate as of
        the
        last day of the immediately preceding month equals or exceeds 42.00% of the
        Senior Enhancement Percentage for such Distribution Date.

       

      Delinquency
        Rate:
        With
        respect to any calendar month, the fraction, expressed as a percentage, the
        numerator of which is the aggregate outstanding principal balance of (i)
        all
        Mortgage Loans 60 days Delinquent or more (including all Mortgage Loans 60
        days
        Delinquent or more for which the Mortgagor has filed for Bankruptcy after
        the
        Closing Date) and (ii) each Mortgage Loan in foreclosure and all REO Properties
        as of the close of business on the last day of such month, and the denominator
        of which is the Aggregate Pool Balance as of the close of business on the
        last
        day of such month.

       

      Delinquent:
        For
        reporting purposes, a Mortgage Loan is considered “delinquent” if a monthly
        payment has not been received by the close of business on the loan’s due date in
        the following month. For example, if a borrower failed to make a monthly
        payment
        due on December 1 by December 31, that mortgage loan would be considered
        less
        than 30 days delinquent in payment. If a borrower failed to make a monthly
        payment due on November 1 by December 31, that mortgage loan would be considered
        to be at least 30 but less than 60 days delinquent in payment. 

       

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

       

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

       

      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.

       


      
        
          
          

        

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

       

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

       

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

       

      Document
        Transfer Event:
        The day
        on which (i) Wells Fargo Bank, N.A. or any successor thereto is no longer
        the
        Servicer of any of the Mortgage Loans, (ii) the senior, unsecured long-term
        debt
        rating of Wells Fargo & Company is less than “BBB-” by Fitch or (iii) any
        Rating Agency requires the Servicer to deliver the Retained Mortgage Files
        to
        the Custodian.

       

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

       

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

       

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

       

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

       


      
        
          
          

        

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

       

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

       

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

       

      (vi) a
        Qualified GIC;

       

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

       

      (viii) any
        other
        demand, money market, common trust fund or time deposit or obligation, or
        interest-bearing or other security or investment (including those managed
        or
        advised by the Securities Administrator 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”) in its capacity other than as Trustee, the Trustee, the Master
        Servicer, any NIMS Insurer, the Securities Administrator or an affiliate
        of any
        such entity 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, the Securities
        Administrator or any affiliate of any such entity charges and collects fees
        and
        expenses from such funds for services rendered, (y) the Bank, the Trustee,
        the
        Master Servicer, any NIMS Insurer, the Securities Administrator or any affiliate
        of any such entity 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 Trustee specifically
        authorizes the Bank or an affiliate thereof 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);

       


      
        
          
          

        

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      Excluded
        Trust Assets:
        As
        described in the Preliminary Statement.

       


      
        
          
          

        

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

       

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

       

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

       

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

       

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

       

      First
        Payment Default Mortgage Loan:
        Any
        Mortgage Loans as to which the related Mortgagor does not make the first
        payment
        due to the Seller within the time frame required under the Commitment Letter
        and
        which are identified on Schedule B hereof.

       

      First
        Payment Default Purchase Price:
        The
        purchase price paid for a First Payment Default Mortgage Loan which is required
        to be repurchased by a Transferor pursuant to the Commitment
        Letter.

       

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

       

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

       

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

       

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

       

      FPD
        Premium:
        With
        respect to any First Payment Default Mortgage Loan, the excess, if any, of
        the
        First Payment Default Purchase Price over the Purchase Price.

       

      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.

       


      
        
          
          

        

        
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      Group
        1 Senior Certificates:
        Collectively, the Class A1 and Class A6 Certificates.

       

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

       

      Holder
        or
Certificateholder:
        The
        registered owner of any Certificate as recorded on the books of the Certificate
        Registrar except that, solely for the purposes of taking any action or giving
        any consent pursuant to this Agreement, any Certificate registered in the
        name
        of the Depositor, the Trustee, the Master Servicer, the Securities
        Administrator, the Servicer or the Credit Risk Manager or any Affiliate of
        any
        such entity 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 Securities Administrator, the Credit Risk Manager
        or
        the Servicer in determining whether any Certificates are registered to an
        Affiliate of the Depositor, the Master Servicer, the Securities Administrator,
        the Servicer or the Credit Risk Manager. After a Section 7.01(c) Purchase
        Event,
        other than Sections 5.02(b) through (g) and 11.03(a) and (b) and, except
        in the
        case of the Class LT-R Certificates, Sections 3.03, 3.04, 3.05, 3.06, 3.07
        and
        3.09 herein, all references in this Agreement to “Holder” or “Certificateholder”
shall be deemed to be references to the LTURI-holder, as recorded on the
        books
        of the Certificate Registrar, as holder of the Lower Tier Uncertificated
        REMIC 1
        Regular Interests.

       

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

       

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

       

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

       

      Initial
        LIBOR Rate:
        5.320%.

       

      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.

       

      Insurance
        Fee Rate:
        Not
        applicable.

       

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

       


      
        
          
          

        

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

       

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

       

      Interest
        Rate Cap Agreement:
        The
        interest rate cap agreement (Ref. No. 1368106) dated March 30, 2007 entered
        into
        by the Trustee on behalf of the Supplemental Interest Trust and the Cap
        Counterparty, which agreement provides for the monthly payment specified
        therein
        to the Trustee (for the benefit of the Certificateholders) commencing with
        the
        Distribution Date in December 2008 and ending on the Distribution Date in
        March
        2012, by the Cap Counterparty, but subject to the conditions set forth therein
        together with any schedules, confirmations or other agreements relating thereto,
        attached hereto as Exhibit N. 

       

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

       

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

       

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

       

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

       


      
        
          
          

        

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

       

      Latest
        Possible Maturity Date:
        The
        Distribution Date occurring in February 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 Securities Administrator
        on
        the basis of the “Interest Settlement Rate” set by the British Bankers’
Association (the “BBA”) for one-month United States dollar deposits, as such
        rates appear on the Telerate Page 3750, as of 11:00 a.m. (London time) on
        such
        LIBOR Determination Date.

       

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

       


      
        
          
          

        

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

       

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

       

      LIBOR
        Certificate:
        Any
        Class A1, Class A2, Class A3, Class A4, Class A5, Class A6, 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 Servicer has
        determined that all amounts that it expects to recover on behalf of the Trust
        Fund from or on account of such Mortgage Loan have been recovered.

       

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

       

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

       

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

       

      Lower
        Tier Interest:
        As
        described in the Preliminary Statement.

       

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

       

      LTURI-holder:
        The
        holder of 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, including any trustee in its capacity as trustee of any privately
        placed securitization.

       


      
        
          
          

        

        
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      M1
        Principal Distribution Amount:
        For 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 of the Class Principal Amounts 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:
        For any
        Distribution Date, an amount equal to the lesser of (a) the product of (1)
        70.70% and (2) the Aggregate Pool Balance for such Distribution Date determined
        as of the last day of the related Collection Period and (b) the amount, if
        any,
        by which (1) the Aggregate Pool Balance for such Distribution Date determined
        as
        of the last day of the related Collection Period exceeds (2) the
        Overcollateralization Floor.

       

      M2
        Principal Distribution Amount:
        For 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 of the Class Principal Amounts of
        the Senior Certificates and the Class M1 Certificates, in each case, 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:
        For any
        Distribution Date, an amount equal to the lesser of (a) the product of (1)
        75.40% and (2) the Aggregate Pool Balance for such Distribution Date determined
        as of the last day of the related Collection Period and (b) the amount, if
        any,
        by which (1) the Aggregate Pool Balance for such Distribution Date determined
        as
        of the last day of the related Collection Period exceeds (2) the
        Overcollateralization Floor.

       

      M3
        Principal Distribution Amount:
        For 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 of the Class Principal Amounts of
        the Senior Certificates and the Class M1 and Class M2 Certificates, in each
        case
        after giving effect to distributions on such Distribution Date, and (ii)
        the
        Class Principal Amount of the Class M3 Certificates immediately prior to
        such
        Distribution Date exceeds (y) the M3 Target Amount for such Distribution
        Date.

       

      M3
        Target Amount:
        For any
        Distribution Date, an amount equal to the lesser of (a) the product of (1)
        78.60% and (2) the Aggregate Pool Balance for such Distribution Date determined
        as of the last day of the related Collection Period and (b) the amount, if
        any,
        by which (1) the Aggregate Pool Balance for such Distribution Date determined
        as
        of the last day of the related Collection Period exceeds (2) the
        Overcollateralization Floor.

       

      M4
        Principal Distribution Amount:
        For 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 of the Class Principal Amounts 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. 

       


      
        
          
          

        

        
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      M4
        Target Amount:
        For any
        Distribution Date, an amount equal to the lesser of (a) the product of (1)
        81.70% and (2) the Aggregate Pool Balance for such Distribution Date determined
        as of the last day of the related Collection Period and (b) the amount, if
        any,
        by which (1) the Aggregate Pool Balance for such Distribution Date determined
        as
        of the last day of the related Collection Period exceeds (2) the
        Overcollateralization Floor.

       

      M5
        Principal Distribution Amount:
        For 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 of the Class Principal Amounts 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:
        For any
        Distribution Date, an amount equal to the lesser of (a) the product of (1)
        84.70% and (2) the Aggregate Pool Balance for such Distribution Date determined
        as of the last day of the related Collection Period and (b) the amount, if
        any,
        by which (1) the Aggregate Pool Balance for such Distribution Date determined
        as
        of the last day of the related Collection Period exceeds (2) the
        Overcollateralization Floor.

       

      M6
        Principal Distribution Amount:
        For 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 of the Class Principal Amounts of
        the Senior Certificates and the Class M1, Class M2, Class M3, Class M4 and
        Class
        M5 Certificates, in each case after giving effect to distributions on such
        Distribution Date, and (ii) the Class Principal Amount of the Class M6
        Certificates immediately prior to such Distribution Date exceeds (y) the
        M6
        Target Amount for such Distribution Date.

       

      M6
        Target Amount:
        For any
        Distribution Date, an amount equal to the lesser of (a) the product of (1)
        86.90% and (2) the Aggregate Pool Balance for such Distribution Date determined
        as of the last day of the related Collection Period and (b) the amount, if
        any,
        by which (1) the Aggregate Pool Balance for such Distribution Date determined
        as
        of the last day of the related Collection Period exceeds (2) the
        Overcollateralization Floor.

       

      M7
        Principal Distribution Amount:
        For 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 of the Class Principal Amounts 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:
        For any
        Distribution Date, an amount equal to the lesser of (a) the product of (1)
        89.00% and (2) the Aggregate Pool Balance for such Distribution Date determined
        as of the last day of the related Collection Period and (b) the amount, if
        any,
        by which (1) the Aggregate Pool Balance for such Distribution Date determined
        as
        of the last day of the related Collection Period exceeds (2) the
        Overcollateralization Floor.

       


      
        
          
          

        

        
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      M8
        Principal Distribution Amount:
        For 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 of the Class Principal Amounts 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:
        For any
        Distribution Date, an amount equal to the lesser of (a) the product of (1)
        91.00% and (2) the Aggregate Pool Balance for such Distribution Date determined
        as of the last day of the related Collection Period and (b) the amount, if
        any,
        by which (1) the Aggregate Pool Balance for such Distribution Date determined
        as
        of the last day of the related Collection Period exceeds (2) the
        Overcollateralization Floor.

       

      M9
        Principal Distribution Amount:
        For 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 of the Class Principal Amounts of
        the Senior Certificates and the Class M1, Class M2, Class M3, Class M4, Class
        M5, Class  M6, Class M7 and Class M8 Certificates, in each case after
        giving effect to distributions on such Distribution Date, and (ii) the Class
        Principal Amount of the Class M9 Certificates immediately prior to such
        Distribution Date exceeds (y) the M9 Target Amount for such Distribution
        Date.

       

      M9
        Target Amount:
        For any
        Distribution Date, an amount equal to the lesser of (a) the product of (1)
        92.50% and (2) the Aggregate Pool Balance for such Distribution Date determined
        as of the last day of the related Collection Period and (b) the amount, if
        any,
        by which (1) the Aggregate Pool Balance for such Distribution Date determined
        as
        of the last day of the related Collection Period exceeds (2) 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, three 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.

       


      
        
          
          

        

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

       

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

       

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

       

      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 remaining pursuant to Section 5.02(e)(ii)(C), 5.02(e)(iii),
        5.02(e)(iv)(P) or 5.02(e)(v) for such date, and any Aggregate
        Overcollateralization Release Amount for such date.

       

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

       

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

       

      Mortgage
        File:
        The
        mortgage documents listed in Section 2.01(b) pertaining to a particular Mortgage
        Loan required to be delivered to the Trustee or the Custodian pursuant to
        this
        Agreement and any related Retained Mortgage File that is delivered to the
        Custodian or the Trustee pursuant to Section 2.01(c) of 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 March 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
        Servicing Fee Rate; (vii) the Mortgage Pool in which such Mortgage Loan is
        included; (viii) whether such Mortgage Loan is subject to a Prepayment Charge
        for voluntary prepayments by the Mortgagor, the term during which such
        Prepayment Charges are imposed and the methods of calculation of the Prepayment
        Charges; and (ix) 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.

       


      
        
          
          

        

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

       

      Mortgage
        Pool:
        Any of
        Pool 1 or Pool 2, as the context requires.

       

      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 (30) and the denominator of which
        is
        the greater of thirty (30) and the actual number of days in the immediately
        preceding calendar month; minus
        (C) the
        product, expressed as a percentage, of (i) the amount of any Net Swap Payment
        owed to the Swap Counterparty for such Distribution Date divided by the
        Aggregate Pool Balance as of the beginning of the related Collection Period
        and
        (ii) a fraction, the numerator of which is 360 and the denominator of which
        is
        the actual number of days in the Accrual Period related to such Distribution
        Date, plus (D) the product, expressed as a percentage, of (i) the sum of
        (a) the
        amount of any Net Swap Payment and (b) any Interest Rate Cap Payment received
        by
        the Supplemental Interest Trust for such Distribution Date divided by the
        Aggregate Pool Balance as of the beginning of the related Collection Period
        and
        (ii) a fraction, the numerator of which is 360 and the denominator of which
        is
        the actual number of days in the Accrual Period related to such Distribution
        Date.

       

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

       

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

       

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

       

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

       


      
        
          
          

        

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

       

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

       

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

       

      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 certificates or other residual certificates
        issued
        in connection with any NIM Securities.

       


      
        
          
          

        

        
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      NIM
        Securities:
        Any net
        interest margin securities (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 securities.

       

      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. As of the Closing Date, Radian Insurance
        Inc.
        has been selected as a NIMS Insurer in connection with a NIM transaction,
        which
        includes the Class P and Class X Certificates as the 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(j).

       

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

       

      Notional
        Amount:
        Not
        applicable.

       

      Notional
        Certificate:
        Not
        applicable.

       

      Offered
        Certificates:
        Any of
        the Senior Certificates and the Class M Certificates.

       

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

       

      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 the 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.

       


      
        
          
          

        

        
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      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 0.50% of the Cut-off Date Balance which is
        $4,239,625.85.

       

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

       

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

       

      PCAOB:
        The
        Public Company Accounting Oversight Board.

       

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

       

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

       

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

       

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

       

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

       


      
        
          
          

        

        
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      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:
        For the
        Group 1 Senior Certificates, for each Distribution Date on or before the
        Distribution Date on which the aggregate Class Principal Amount of the Group
        2
        Senior Certificates has been reduced to zero, an annual rate equal to (a)
        the
        product, expressed as a percentage, of (1) the amount, if any, by which the
        weighted average of the excess of the maximum “lifetime” Mortgage Rates, as
        specified in the related Mortgage Notes for the Pool 1 Mortgage Loans exceeds
        the applicable weighted average Servicing Fee Rate and (2) a fraction, the
        numerator of which is 30 and the denominator of which is the actual number
        of
        days in the Accrual Period related to such Distribution Date; plus
        (b) the
        product, expressed as a percentage, of (1) the sum of (x) the amount of any
        Net
        Swap Payment owed by the Swap Counterparty on the related Swap Payment Date
        allocable to Pool 1 (based on the applicable Pool Percentage) and (y) any
        Interest Rate Cap Amount owed by the Cap Counterparty on the related Interest
        Rate Cap Payment Date allocable to Pool 1 (based on the applicable Pool
        Percentage) divided by the Pool Balance for Pool 1 as of the beginning of
        the
        related Collection Period and (2) a fraction, the numerator of which is 360
        and
        the denominator of which is the actual number of days in the Accrual Period
        related to such Distribution Date; minus
        (c) the
        product, expressed as a percentage, of (1) the amount of any Net Swap Payment
        owed to the Swap Counterparty on the related Swap Payment Date allocable
        to Pool
        1 (based on the applicable Pool Percentage) divided by the Pool Balance for
        Pool
        1 as of the beginning of the related Collection Period and (2) a fraction,
        the
        numerator of which is 360 and the denominator of which is the actual number
        of
        days in the Accrual Period related to such Distribution Date.

       

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


       

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

       


      
        
          
          

        

        
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      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:
        For the
        Group 2 Senior Certificates, and for each Distribution Date on or before
        the
        Distribution Date on which the Class Principal Amount of the Group 1 Senior
        Certificates has been reduced to zero, an annual rate equal to (a) the product,
        expressed as a percentage, of (1) the amount, if any, by which the weighted
        average of the excess of the maximum “lifetime” Mortgage Rates, as specified in
        the related Mortgage Notes for the Pool 2 Mortgage Loans exceeds the applicable
        weighted average Servicing Fee Rate and (2) a fraction, the numerator of
        which
        is 30 and the denominator of which is the actual number of days in the Accrual
        Period related to such Distribution Date; plus
        (b) the
        product, expressed as a percentage, of (1) the sum of (x) the amount of any
        Net
        Swap Payment owed by the Swap Counterparty on the related Swap Payment Date
        allocable to Pool 2 (based on the applicable Pool Percentage) and (y) any
        Interest Rate Cap Amount owed by the Cap Counterparty on the related Interest
        Rate Cap Payment Date allocable to Pool 2 (based on the applicable Pool
        Percentage) divided by the Pool Balance for Pool 2 as of the beginning of
        the
        related Collection Period and (2) a fraction, the numerator of which is 360
        and
        the denominator of which is the actual number of days in the Accrual Period
        related to such Distribution Date; minus
        (c) the
        product, expressed as a percentage, of (1) the amount of any Net Swap Payment
        owed to the Swap Counterparty on the related Swap Payment Date allocable
        to Pool
        2 (based on the applicable Pool Percentage) divided by the Pool Balance for
        Pool
        2 as of the beginning of the related Collection Period and (2) a fraction,
        the
        numerator of which is 360 and the denominator of which is the actual number
        of
        days in the Accrual Period related to such Distribution Date.

       

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

       

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

       


      
        
          
          

        

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

       

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

       

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

       

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

       

      Prepayment
        Charge:
        With
        respect to any Mortgage Loan and Prepayment Period, the charge or premium,
        if
        any, due in connection with a full prepayment of such Mortgage Loan during
        a
        Prepayment Period in accordance with the terms thereof (other than any Servicer
        Prepayment Charge Amount).

       

      Prepayment
        Period:
        With
        respect to any Distribution Date and any Principal Prepayment, whether in
        part
        or in full (including any Principal Prepayment due to liquidation of a Mortgage
        Loan), the calendar month immediately preceding the month in which such
        Distribution Date occurs.

       

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

       

      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 (a)
        the Principal Remittance Amount for such Mortgage Pool for such date
minus
        (b) the
        Aggregate Overcollateralization Release Amount, if any, allocable to such
        Mortgage Pool (based on the applicable Senior Proportionate Percentage),
        if any,
        for such Distribution Date.

       


      
        
          
          

        

        
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      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 any Distribution Date and each Mortgage Pool, (a) the sum of (i)
        all
        principal collected (other than Payaheads and Prepayment Charges) or advanced
        in
        respect of Scheduled Payments on the Mortgage Loans in such Mortgage Pool
        during
        the related Collection Period whether by the Servicer, the Master Servicer
        or
        the Securities Administrator (less unreimbursed Advances due to the Master
        Servicer, the Servicer or the Securities Administrator with respect to the
        related Mortgage Loans to the extent allocable to principal), (ii) all Principal
        Prepayments in full or in part received on the Mortgage Loans in such Mortgage
        Pool during the related Prepayment Period, (iii) the outstanding principal
        balance of each Mortgage Loan in such Mortgage Pool that was purchased from
        the
        Trust Fund by the Seller or the Transferor during the related Prepayment
        Period
        or any NIMS Insurer (in the case of certain Mortgage Loans 90 days or more
        delinquent) from such Mortgage Pool, (iv) the portion of the Purchase Price
        or
        First Payment Default Purchase Price (excluding any FPD Premium) payable
        with
        respect to a First Payment Default Mortgage Loan or 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 Pools during
        the
        related Prepayment Period, to the extent allocable to principal, as reduced
        by
        (b) to the extent not reimbursed from the Interest Remittance Amount, any
        other
        costs, expenses or liabilities reimbursable to the Trustee, the Master Servicer,
        the Securities Administrator, the Custodian and the Servicer to the extent
        provided in this Agreement, the Servicing Agreement and the Custodial Agreement
        and, with respect to the Trustee, to the extent the Interest Remittance Amount
        is less than amounts reimbursable to the Trustee pursuant to Section 4.04(b)(i),
        the product of (x) the applicable Pool Percentage for such Distribution Date
        and
        (y) any amounts reimbursable during the related Anniversary Year to the Trustee
        therefrom and not reimbursed from the Interest Remittance Amount, or otherwise;
        provided,
        however,
        that
        such reimbursable amounts from the Interest Remittance Amount and the 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, the (i) the Principal
        Remittance Amount available on each Swap Payment Date for distributions to
        the
        Swap Account shall be equal to the Principal Remittance Amount on the related
        Distribution Date and (ii) the Principal Remittance Amount for each Distribution
        Date shall be calculated without regard to any distributions to the Swap
        Account
        on the related Swap Payment Date.

       

      Private
        Placement Memorandum:
        The
        private placement memorandum dated March 26, 2007, relating to the Class
        B
        Certificates.

       


      
        
          
          

        

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

       

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

       

      Prospectus:
        The
        prospectus supplement dated March 26, 2007, together with the accompanying
        prospectus dated March 26, 2007, relating to the Offered
        Certificates.

       

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

       

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

       

      QIB:
        As
        defined in Section 3.03(c).

       

      Qualified
        GIC:
        A
        guaranteed investment contract or surety bond providing for the investment
        of
        funds in the Collection Account, the Securities Administration 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, Master Servicer or Securities Administrator 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 Master Servicer, the Securities
        Administrator or the Trustee, 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;

       


      
        
          
          

        

        
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      (iv) provide
        that the Trustee’s, Master Servicer’s or Securities Administrator’s interest, as
        applicable, 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, the Securities Administration Account or the
        Certificate Account, as the case may be, not later than the Business Day
        prior
        to any Distribution Date.

       

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

       

      Qualifying
        Substitute Mortgage Loan:
        In the
        case of a Mortgage Loan substituted for a Deleted Mortgage Loan pursuant
        to the
        terms of this Agreement, a Mortgage Loan that, on the date of such substitution,
        (i) has an outstanding Scheduled Principal Balance (or in the case of a
        substitution of more than one mortgage loan for a Deleted Mortgage Loan,
        an
        aggregate Scheduled Principal Balance), after application of all Scheduled
        Payments due during or prior to the month of substitution, not in excess
        of, and
        not more than 5% less than, the outstanding Scheduled Principal Balance of
        the
        Deleted Mortgage Loan as of the Due Date in the calendar month during which
        the
        substitution occurs, (ii) has a Mortgage Rate not less than the Mortgage
        Rate on
        the Deleted Mortgage Loan, (iii) if applicable, has a maximum Mortgage Rate
        not
        less than the maximum Mortgage Rate on the Deleted Mortgage Loan, (iv) 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) if applicable, is not
        a
        Cooperative Loan unless the related Deleted Mortgage Loan was a Cooperative
        Loan, (vii) if applicable, has a next adjustment date not later than the
        next
        adjustment date on the Deleted Mortgage Loan, (viii) has the same Due Date
        as
        the Deleted Mortgage Loan, (ix) has a remaining stated term to maturity not
        longer than 18 months and not more than 18 months shorter than the remaining
        stated term to maturity of the related Deleted Mortgage Loan; provided,
        that
        in
        no case shall 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] and (xviii) contains provisions
        covering the payment of any Prepayment Charge by the Mortgagor for early
        prepayment of the Mortgage Loan at least as favorable as the Deleted Mortgage
        Loan. In the event that one or more mortgage loans are substituted for one
        or
        more Deleted Mortgage Loans, the amounts described in clause (i) hereof shall
        be
        determined on the basis of aggregate Scheduled Principal Balances, the Mortgage
        Rates described in clause (ii) hereof shall be determined on the basis of
        weighted average Mortgage Rates, the risk gradings described in clause (xiii)
        hereof shall be satisfied as to each such mortgage loan, the terms described
        in
        clause (ix) hereof shall be determined on a weighted average basis, 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
        DBRS, Fitch and Moody’s.

       

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

       

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

       

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

       

      Regular
        Interest 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.

       


      
        
          
          

        

        
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      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 aggregate Class Principal Amount of the Group 1 Senior
        Certificates (with respect to Pool 1) or the sum of the aggregate 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.

       

      Related
        Senior Priority:
        With
        respect to each of 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 Securities Administrator, the Credit Risk
        Manager, the Custodian or the Servicer, the term “Relevant Servicing Criteria”
may refer to a portion of the Relevant Servicing Criteria applicable to such
        parties.

       

      Relief
        Act Reduction:
        With
        respect to any Mortgage Loan as to which there has been a reduction in the
        amount of interest collectible thereon as a result of application of the
        Civil
        Relief Act or any similar state or local statute, 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, a rate equal to (i) the weighted average of the interest rates
        on
        the Lower Tier Interests in REMIC 3 (other than the Class LT3-IO Interests),
        weighted in proportion to their Class Principal Amounts as of the beginning
        of
        the related Accrual Period, multiplied by (ii) the quotient of (a) 30 divided
        by
        (b) the actual number of days in the Accrual Period.

       

      REMIC
        4:
        As
        described in the Preliminary Statement.

       


      
        
          
          

        

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

       

      REMIC
        Swap Rate:
        For
        each Swap Payment 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 date, as set forth in Annex C-1 to the Prospectus Supplement, (ii) 2,
        and
        (ii) the quotient of (a) the actual number of days in the related Accrual
        Period
        divided by (b) 30.

       

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

       

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

       

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

       

      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 and the Class B Certificates has been reduced to zero,
        the
        Required Reserve Fund Deposit shall be zero.

       

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

       

      Responsible
        Officer:
        When
        used with respect to the Trustee or the Securities Administrator, any vice
        president, assistant vice president, the secretary, any assistant secretary,
        or
        any officer, working in its Corporate Trust Office (in the case of the Trustee)
        and having responsibility for the administration of this Agreement, and any
        other officer to whom a matter arising under this Agreement may be referred.
        When used with respect to any party other than the Trustee or the Securities
        Administrator, a responsible officer thereof.

       

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

       

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

       

      Retained
        Mortgage File:
        Any
        file of mortgage loan documents maintained by the Servicer, pursuant to Section
        2.01 of the Servicing Agreement, prior to any Document Transfer
        Event.

       

      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.

       


      
        
          
          

        

        
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      Rule
        144A:
        Rule
        144A under the Securities Act.

       

      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).

       

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

       

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

       

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

       


      
        
          
          

        

        
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      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.

       

      Securities
        Administration Account:
        A
        separate account established pursuant to Section 4.05.

       

      Securities
        Administrator:
        Wells
        Fargo Bank, N.A., not in its individual capacity but solely as Securities
        Administrator, or any successor in interest, or if any successor Securities
        Administrator shall be appointed as herein provided, then such successor
        Securities Administrator.

       

      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.

       

      Senior
        Certificate:
        Any
        Class A1, Class A2, Class A3, Class A4 Class A5 or Class A6
        Certificates.

       

      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.


       


      
        
          
          

        

        
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      Senior
        Target Amount:
        With
        respect to any Distribution Date, an amount equal to the lesser of (a) the
        product of (i) 63.30% and (ii) the Aggregate Pool Balance for such Distribution
        Date determined as of the last day of the related Collection 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 Collection Period exceeds (ii)
        the
        Overcollateralization Floor.

       

      Servicer:
        Wells
        Fargo Bank, N.A., or any of its successors in interest.

       

      Servicer
        Prepayment Charge Payment Amount:
        Any
        amount payable by the Servicer in respect of any impermissible waiver by
        the
        Servicer of a Prepayment Charge pursuant to the Servicing
        Agreement.

       

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

       

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

       

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

       

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

       

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

       

      Servicing
        Fee:
        With
        respect to each Distribution Date and each Mortgage Loan, a monthly fee payable
        to the Servicer out of interest collections received at any time attributable
        to
        the monthly payment from the related Mortgage Loan equal to the product of
        (a)
        one-twelfth of the Servicing Fee Rate and (b) the Scheduled Principal Balance
        of
        each Mortgage Loan as of the first day of the related Collection
        Period.

       

      Servicing
        Fee Rate:
        With
        respect to each Mortgage Loan, 0.50% per annum.

       


      
        
          
          

        

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

       

      Servicing
        Officer:
        Any
        officer of the Servicer involved or is responsible for, the administration
        and
        servicing of the Mortgage Loans whose name appears on a list of servicing
        officers furnished by the Servicer to the Master Servicer, 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.

       

      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 (x) 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 (y) the later of (1) the Distribution Date in April 2010
        and
        (2) the first Distribution Date on which the Senior Enhancement Percentage
        (calculated for this purpose after giving effect to payments or other recoveries
        in respect of the Mortgage Loans during the related Collection Period, but
        before giving effect to distributions on any Certificates on such Distribution
        Date) is greater than or equal to 36.70%.

       

      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 Trustee, the
        Master Servicer, the Custodian, the Servicer, the Securities Administrator
        or
        the Credit Risk Manager.

       

      Subordinate
        Certificate:
        Any
        Class M or Class B Certificate.

       

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

       


      
        
          
          

        

        
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      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 Amounts of
        the
        Senior Certificates relating to either 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 the Servicer or the Master Servicer with respect to a
        Liquidated Mortgage Loan with respect to which a Realized Loss was incurred
        after the liquidation or disposition of such Mortgage Loan.

       

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

       

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

       

      Supplemental
        Interest Trust:
        The
        corpus of a trust created pursuant to Section 5.07 of this Agreement and
        designated as the “Supplemental Interest Trust,” consisting of the Swap
        Agreement, the Swap Account, the Interest Rate Cap Agreement, the Interest
        Rate
        Cap Account, the 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 (Reference No. 1368105) dated March 30, 2007
        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 to the Trustee commencing on the Distribution Date in
        May
        2007 and ending with the Distribution Date in March 2013, by the Swap
        Counterparty, but subject to the conditions set forth therein, together with
        any
        schedules, confirmations or other agreements relating thereto, attached hereto
        as Exhibit O.

       


      
        
          
          

        

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

       

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

       

      Swap
        Counterparty Trigger Event:
        A Swap
        Counterparty Trigger Event shall have occurred if any of a Swap Default with
        respect to which the Swap Counterparty is a Defaulting Party, a Termination
        Event (other than a Termination Event or 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 Securities
        Administrator.

       

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

       

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

       

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

       

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

       

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

       

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

       


      
        
          
          

        

        
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      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 $12,295,170.01.
        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)
        $12,295,170.01 and (b) 2.90% of the Aggregate Pool Balance after giving effect
        to distributions on such Distribution Date 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.

       

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

       

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

       

      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 each Mortgage Pool for such date, (ii) the aggregate
        of
        the Principal Remittance Amounts for each Mortgage Pool for such date and
        (iii)
        all Prepayment Charges collected during the related Prepayment
        Period.

       

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

       

      Transferor:
        Wells
        Fargo Bank, N.A., as seller of the Mortgage Loans to Lehman Brothers Bank
        FSB
        pursuant to the Transfer Agreement.

       

      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-WF1 trust created pursuant to this Agreement, consisting of the Mortgage
        Loans, the assignment of the Depositor’s rights under the Transfer Agreement,
        the Mortgage Loan Sale Agreement and the Servicing Agreement, such amounts
        as
        shall from time to time be held in the Collection Account, the Securities
        Administration Account, the Certificate Account, the Custodial Account and
        any
        Escrow Account, the Swap Termination Receipts Account, the Swap Replacement
        Receipts Account, the Cap Termination Receipts Account, the Cap Replacement
        Receipts Account, the Basis Risk Reserve Fund, the Insurance Policies, any
        REO
        Property and the other items referred to in, and conveyed to the Trustee
        under,
        Section 2.01(a).

       


      
        
          
          

        

        
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      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,
        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:
        A fixed
        annual fee of $3,750, which is paid first,
        by the
        Securities Administrator pursuant to Section 6.12, second,
        to the
        extent not paid under first,
        from
        income and earnings on the amounts on deposit in the Securities Administration
        Account as provided in Section 4.05(f) and third,
        to the
        extent not paid under first
        and
second,
        from
        income and earnings on amounts on deposit from time to time in the Certificate
        Account 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 at the applicable
        Certificate Interest Rate (calculated without giving effect to the applicable
        Net Funds Cap) but limited to a rate no greater than the applicable Maximum
        Interest Rate.

       

      Upper
        Tier REMIC:
        REMIC
        4.

       

      Voting
        Interests:
        The
        portion of the voting rights of all the Certificates that is allocated to
        any
        Certificate for purposes of the voting provisions of this Agreement. At all
        times during the term of this Agreement, 97.00% of all Voting Interests shall
        be
        allocated to the LIBOR Certificates. Voting Interests shall be allocated
        among
        the Classes of LIBOR Certificates based on the product of (i) 97.00% and
        (ii)
        the fraction, expressed as a percentage, the numerator of which is the Class
        Principal Amount of such Certificates then outstanding and the denominator
        of
        which is the aggregate Class Principal Amount of the LIBOR Certificates.
        At all
        times during the term of this Agreement, 1% of all Voting Interests shall
        be
        allocated to each of the Class R, Class P 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 Securities Administrator
        as
        supplied to the Securities Administrator by the Master Servicer, the Swap
        Counterparty or the Cap Counterparty. The Securities Administrator shall
        not be
        required to recompute, verify or recalculate the information supplied to
        it by
        the Master Servicer, the Servicer, the Swap Counterparty, the Cap Counterparty
        or the Credit Risk Manager.

       

      Section
        1.03. Calculations
        Respecting Accrued Interest. 

       

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

       


      
        
          
          

        

        
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      ARTICLE
        II


      DECLARATION
        OF TRUST;


      ISSUANCE
        OF CERTIFICATES

       

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

       

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

       

      Concurrently
        with the execution of this Agreement, the Swap Agreement and the Interest
        Rate
        Cap Agreement shall be delivered to the Trustee. In connection therewith,
        the
        Depositor hereby directs the Trustee (solely in its capacity as such) and
        the
        Trustee is hereby authorized to execute and deliver the Swap Agreement and
        the
        Interest Rate Cap Agreement (each on behalf of the Supplemental Interest
        Trust)
        for the benefit of, the Certificateholders. The Seller, the Master Servicer,
        the
        Securities Administrator, the Depositor, the Servicer and the Certificateholders
        (by their acceptance of such Certificates) acknowledge and agree that the
        Trustee is executing and delivering the Swap Agreement and the Interest Rate
        Cap
        Agreement solely in its capacity as Trustee of the Supplemental Interest
        Trust
        and the Trust Fund not in its individual capacity. The Trustee shall have
        no
        duty or responsibility to enter into any other interest rate swap agreement
        or
        interest rate cap agreement upon the expiration or termination of the Swap
        Agreement or the Interest Rate Cap Agreement, other than as provided in Sections
        5.09(a) and (b), respectively.

       


      
        
          
          

        

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

       

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

       

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

       

      (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 as shown on Exhibit B-4
        hereto, or in blank (in each case, with all necessary intervening endorsements,
        as applicable) or with respect to any lost Mortgage Note, a lost note affidavit
        stating that the original Mortgage Note was lost, misplaced or destroyed,
        together with a copy of the related Mortgage Note;

       

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

       

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

       


      
        
          
          

        

        
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      (iv) 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-WF1,” without recourse.

       

      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.

       

      (c) Pursuant
        to the Servicing Agreement, the Servicer will hold the Retained Mortgage
        Files
        in trust for the benefit of the Trustee. The possession of each Retained
        Mortgage File held by the Servicer is in a custodial capacity only. Within
        60
        days of the occurrence of a Document Transfer Event, the Servicer shall,
        pursuant to Section 2.01 of the Servicing Agreement, deliver or cause to
        be
        delivered to and deposited with the Trustee or to the corporate trust services
        division of the Custodian the Retained Mortgage Files consisting of the
        following additional items, as applicable: 

       

      (i) with
        respect to any Mortgage Loan other than a Cooperative Loan, the original
        recorded Mortgage with evidence of recording thereon, and the original recorded
        power of attorney, if the Mortgage was executed pursuant to a power of attorney,
        with evidence of recording thereon or, if such Mortgage or power of attorney
        has
        been submitted for recording but has not been returned from the applicable
        public recording office, has been lost or is not otherwise available, a copy
        of
        such Mortgage or power of attorney, as the case may be, certified by an
        Officer’s Certificate of the Depositor to be a true and complete copy of the
        original submitted for recording, together with a written Opinion of Counsel
        for
        the Depositor acceptable to the Trustee that an original recorded Mortgage
        is
        not required to enforce the Trustee’s interest in the Mortgage
        Loan;

       

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

       

      (iii) with
        respect to any Mortgage Loan other than a Cooperative Loan, the original
        or a
        certified copy of lender’s 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);

       

      (iv) the
        original LPMI Policy or certificate or an electronic certification evidencing
        the existence of the LPMI Policy or certificate, if private mortgage guaranty
        insurance is required;

       

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

       


      
        
          
          

        

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

       

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

       

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

       

      (e) 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 (c)(iv) 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.

       

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

       


      
        
          
          

        

        
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      (g) The
        issuing entity is hereby named “Structured Asset Securities Corporation Mortgage
        Loan Trust 2007-WF1”.

       

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

       

      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, the Securities Administrator 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;

       


      
        
          
          

        

        
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      (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;
        none
        of the execution and delivery of this Agreement, nor the consummation of
        the
        transactions herein contemplated, nor compliance with the provisions hereof,
        will conflict with or result in a breach of, or constitute a default under,
        any
        of the provisions of any law, governmental rule, regulation, judgment, decree
        or
        order binding on the Depositor or its properties or the certificate of
        incorporation or bylaws of the Depositor;

       

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

       

      (iv) this
        Agreement has been duly executed and delivered by the Depositor and, assuming
        due authorization, execution and delivery by the Trustee, the Master Servicer,
        the Securities Administrator 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) The
        representations and warranties of the Transferor with respect to the related
        Mortgage Loans in the Transfer Agreement, which have been assigned to the
        Trustee hereunder, were made as of the date specified in the Transfer Agreement
        (or underlying agreement, if such Transfer Agreement is in the form of an
        assignment of a prior agreement). To the extent that any fact, condition
        or
        event with respect to a Mortgage Loan constitutes a breach of both (i) a
        representation or warranty of the Transferor under the Transfer Agreement
        and
        (ii) a representation or warranty of the Seller under the Mortgage Loan Sale
        Agreement, except as provided in the immediately succeeding sentence with
        respect to those representations and warranties of the Seller which constitute
        direct obligations of the Seller under the Mortgage Loan Sale Agreement,
        the
        only right or remedy of the Trustee, any Certificateholder or any NIMS Insurer
        hereunder shall be their rights to enforce the obligations of the Transferor
        under any applicable representation or warranty made by it. The Trustee
        acknowledges that with the exception of those representations and warranties
        made by the Seller pursuant to Sections 1.04(b)(xiii) through (xix) of the
        Mortgage Loan Sale Agreement, all of which constitute direct obligations
        of the
        Seller, the Seller shall not have any obligation or liability with respect
        to
        any breach of a representation or warranty made by it with respect to the
        Mortgage Loans sold by it if the fact, condition or event constituting such
        breach also constitutes a breach of a representation or warranty made by
        the
        Transferor in the Transfer Agreement without regard to whether the Transferor
        fulfills its contractual obligations in respect of such representation or
        warranty. The Trustee further acknowledges that the Depositor shall have
        no
        obligation or liability with respect to any breach of any representation
        or
        warranty with respect to the Mortgage Loans (except as set forth in Section
        2.03(a)(vi)) under any circumstances. 

       

      Section
        2.04. Discovery
        of Breach. 

       

      It
        is
        understood and agreed that the representations and warranties (i) of the
        Depositor set forth in Section 2.03, (ii) of the Seller set forth in the
        Mortgage Loan Sale Agreement and assigned to the Depositor by the Seller
        under
        the Mortgage Loan Sale Agreement and to the Trustee by the Depositor hereunder
        and (iii) of the Transferor and of the Servicer assigned by Lehman Brothers
        Bank
        FSB to the Seller under the Assignment and Assumption Agreement, by the Seller
        to the Depositor pursuant to the Mortgage Loan Sale Agreement and by the
        Trustee
        by the Depositor hereunder, shall each survive delivery of the Mortgage Files
        and the Assignment of Mortgage of each Mortgage Loan to the Trustee and shall
        continue throughout the term of this Agreement. Upon discovery by any of
        the
        Depositor, the Master Servicer, the Securities Administrator, the Trustee
        or any
        NIMS Insurer 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 given by the Transferor
        or the
        Seller and assigned to the Trustee, the Depositor, the Transferor or the
        Seller,
        as applicable, shall either (a) cure such breach in all material respects,
        (b)
        repurchase such Mortgage Loan or any property acquired in respect thereof
        from
        the Trustee at the Purchase Price (or in the case of a First Payment Default
        Mortgage Loan, the First Payment Default Purchase Price) or (c) within the
        two-year period following the Closing Date, substitute a Qualifying Substitute
        Mortgage Loan for the affected Mortgage Loan. In the event of discovery by
        any
        of the Depositor, the Trustee, any NIMS Insurer or the Master Servicer of
        a
        breach of any representation and warranty of the Transferor assigned to the
        Trustee, the party discovering such breach should give prompt written notice
        to
        the other parties and the Trustee shall enforce its rights under the Transfer
        Agreement and the Mortgage Loan Sale Agreement for the benefit of
        Certificateholders and any NIMS Insurer. As provided in the Mortgage Loan
        Sale
        Agreement, if the Transferor substitutes a mortgage loan for a Deleted Mortgage
        Loan pursuant to the Transfer Agreement and such substitute mortgage loan
        is not
        a Qualifying Substitute Mortgage Loan, then pursuant to the terms of the
        Mortgage Loan Sale Agreement the Seller will, in exchange for such substitute
        mortgage loan, (i) pay to the Trust Fund the applicable Purchase Price for
        the
        affected Mortgage Loan or (ii) within two years of the Closing Date,
        substitute a Qualifying Substitute Mortgage Loan. 

       


      
        
          
          

        

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

       

      (a) With
        respect to any Mortgage Loan repurchased by the Depositor pursuant to this
        Agreement, by the Seller pursuant to the Mortgage Loan Sale Agreement or
        by the
        Transferor pursuant to the Transfer Agreement, the principal portion of the
        funds (including the related First Payment Default Purchase Price in the
        case of
        a First Payment Mortgage Loan) (excluding any FPD Premium) received by the
        Trustee in respect of such repurchase of a Mortgage Loan will be considered
        a
        Principal Prepayment and the Purchase Price or First Payment Default Purchase
        Price (excluding any FPD Premium) shall be deposited in the Collection Account
        or a Custodial Account, as applicable. The Trustee (i) upon receipt of the
        full
        amount of the Purchase Price for a Deleted Mortgage Loan, (ii) upon receipt
        of a
        written certification from the Master Servicer that it has received the full
        amount of the Purchase Price for a Deleted Mortgage Loan and has deposited
        such
        amount in the Collection Account or (iii) upon receipt of notification from
        the
        Custodian that it had received the Mortgage File for a Qualifying Substitute
        Mortgage Loan substituted for a Deleted Mortgage Loan (and any applicable
        Substitution Amount), shall release or cause to be released and reassign
        to the
        Depositor, the Seller or the Transferor, as applicable, the related Mortgage
        File for the Deleted Mortgage Loan and shall execute and deliver such
        instruments of transfer or assignment, in each case without recourse,
        representation or warranty, as shall be necessary to vest in such party or
        its
        designee or assignee title to any Deleted Mortgage Loan released pursuant
        hereto, free and clear of all security interests, liens and other encumbrances
        created by this Agreement, which instruments shall be prepared by the 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 Securities Administrator,
        the
        Trustee, the Depositor, any 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
        Securities Administrator, 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, the Transferor or the Seller,
        as
        applicable, must deliver to the Trustee (or the Custodian) the Mortgage File
        for
        the Qualifying Substitute Mortgage Loan containing the documents set forth
        in
        Section 2.01(b) along with a written certification certifying as to the delivery
        of such Mortgage File and containing granting language substantially comparable
        to that set forth in the first paragraph of Section 2.01(a); and (ii) the
        Depositor will be deemed to have made, with respect to such Qualifying
        Substitute Mortgage Loan, each of the representations and warranties made
        by it
        with respect to the related Deleted Mortgage Loan. As soon as practicable
        after
        the delivery of any Qualifying Substitute Mortgage Loan hereunder, the Master
        Servicer, at the expense of the Depositor and at the direction and with the
        cooperation of the Servicer, shall (i) with respect to a Qualifying
        Substitute Mortgage Loan that is a Non-MERS Mortgage Loan, cause the Assignment
        of Mortgage to be recorded by the Servicer if required pursuant to Section
        2.01(d), 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(d).

       

      (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 and the Supplemental Interest Trust and all proceeds
        of
        any and all property constituting the Trust Fund and the Supplemental Interest
        Trust to secure payment of the Certificates or Lower Tier REMIC 1
        Uncertificated Regular Interests, as applicable, (such security interest
        being,
        to the extent of the assets that constitute the Supplemental Interest Trust,
        pari
        passu
        with the
        security interest as provided in clause (4) below); (3) this Agreement shall
        constitute a security agreement under applicable law; and (4) the Swap
        Counterparty shall be deemed, during the term of such agreement and while
        such
        agreement is the property of the Trustee, to have a security interest in
        all of
        the assets that constitute the Supplemental Interest Trust, but only to the
        extent of such Swap Counterparty’s right to payment under the Swap Agreement
        (such security interest being pari
        passu
        with the
        security interest as provided in clause (2) above). If such conveyance is
        deemed
        to be in respect of a loan and the trust created by this Agreement terminates
        prior to the satisfaction of the claims of any Person holding any Certificate
        or
        Lower Tier REMIC 1 Uncertificated Regular Interests, as applicable, the
        security interest created hereby shall continue in full force and effect
        and the
        Trustee shall be deemed to be the collateral agent for the benefit of such
        Person, and all proceeds shall be distributed as herein provided.

       


      
        
          
          

        

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

       

      ARTICLE
        III


       

      THE
        CERTIFICATES

       

      Section
        3.01. The
        Certificates. 

       

      (a) The
        Certificates shall be issuable in registered form only and shall be securities
        governed by Article 8 of the New York Uniform Commercial Code. The Book-Entry
        Certificates will be evidenced by one or more certificates, beneficial ownership
        of which will be held in the dollar denominations in Certificate Principal
        Amount, or in the Percentage Interests, specified herein. Each Class of
        Book-Entry Certificates 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 LT-R and Class
        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 each such Class. The Certificates may be issued in
        the
        form of typewritten certificates.

       


      
        
          
          

        

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

       

      (d) The
        Class
        B 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.

       


      
        
          
          

        

        
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      (e) The
        Class
        B 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, if applicable)
        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, if applicable) (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.

       

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

       

      (i) The
        Certificate Registrar shall register the transfer of a Restricted Certificate
        if
        the requested transfer is (x) to the Depositor or the Placement Agent, an
        affiliate (as defined in Rule 405 under the Securities Act) of the Depositor
        or
        the Placement Agent 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;
        or

       


      
        
          
          

        

        
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      (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 or the Certificate
        Registrar 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 or the
        Certificate Registrar, to the effect that the purchase and holding of such
        a
        Certificate will not constitute or result in prohibited transactions under
        Title
        I of ERISA or Section 4975 of the Code and will not subject the Trustee,
        the
        Master Servicer, the Servicer, the Securities Administrator, any NIMS Insurer
        or
        the Depositor to any obligation in addition to those undertaken in the
        Agreement; provided,
        however,
        that the
        Trustee or the Certificate Registrar 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, the Servicer, the Securities
        Administrator, 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 and the Certificate
        Registrar 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 and the Certificate Registrar 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 or the Certificate Registrar in
        accordance with the foregoing requirements. The Trustee and the Certificate
        Registrar shall be entitled, but not obligated, to recover from any Holder
        of
        any ERISA-Restricted Certificate that was in fact a Plan or a Person acting
        on
        behalf of any such Plan any payments made on such ERISA-Restricted Certificate
        at and after either such time. Any such payments so recovered by the Trustee
        shall be paid and delivered by the Trustee to the last preceding Holder of
        such
        Certificate that is not such a Plan or Person acting on behalf of a
        Plan.

       

      (ii)
        No
        transfer of an ERISA-Restricted Trust Certificate shall be made prior to
        the
        termination of the Swap Agreement and the Interest Rate Cap Agreement, unless
        the Trustee or the Certificate Registrar shall have received a representation
        letter from the transferee of such Certificate, substantially in the form
        set
        forth in Exhibit H, to the effect that either (i) such transferee is neither
        a
        Plan nor a Person acting on behalf of any such Plan or using the assets of
        any
        such Plan to effect such transfer or (ii) the acquisition and holding of
        the
        ERISA-Restricted Trust Certificate are eligible for exemptive relief under
        the
        statutory exemption for nonfiduciary service providers under Section 408(b)(17)
        of ERISA or Section 4975(d)(26) of the Code, Prohibited Transaction Class
        Exemption (“PTCE”) 84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60 or PTCE 96-23 or
        some other applicable exemption. Notwithstanding anything else to the contrary
        herein, prior to the termination of the Swap Agreement and the Interest Rate
        Cap
        Agreement, any purported transfer of an ERISA-Restricted Trust Certificate
        on
        behalf of a Plan without the delivery to the Trustee or the Certificate
        Registrar, as applicable, of a representation letter as described above shall
        be
        void and of no effect. If the ERISA-Restricted Trust Certificate is a Book-Entry
        Certificate, prior to the termination of the Swap Agreement and the Interest
        Rate Cap Agreement, the transferee will be deemed to have made a representation
        as provided in clause (i) or (ii) of this paragraph, as applicable.

       


      
        
          
          

        

        
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      If
        any
        ERISA-Restricted Trust Certificate, or any interest therein, is acquired
        or held
        in violation of the provisions of the preceding paragraph, the next preceding
        permitted beneficial owner will be treated as the beneficial owner of that
        Certificate, retroactive to the date of transfer to the purported beneficial
        owner. Any purported beneficial owner whose acquisition or holding of an
        ERISA-Restricted Trust Certificate, or interest therein, was effected in
        violation of the provisions of the preceding paragraph shall indemnify to
        the
        extent permitted by law and hold harmless the Depositor, the Securities
        Administrator, the Trustee, the Certificate Registrar, 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),
        neither the Trustee nor the Certificate Registrar shall be under any 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 or the Certificate
        Registrar, as applicable, in accordance with the foregoing
        requirements.

       

      (e) As
        a
        condition of the registration of transfer or exchange of any Certificate,
        the
        Trustee or the Certificate Registrar, as applicable, 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
        neither the Trustee nor the Certificate Registrar shall have any 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 the Certificate Registrar an affidavit in substantially the
        form
        attached hereto as Exhibit D-1 representing and warranting, among other things,
        that such transferee is not a Disqualified Organization, an agent or nominee
        acting on behalf of a Disqualified Organization or a Non-Permitted Foreign
        Holder (any such transferee, a “Permitted Transferee”), and the proposed
        transferor shall deliver to the Trustee or the Certificate Registrar 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, the
        Securities Administrator, 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. Neither the Trustee nor the
        Certificate Registrar shall be under any liability to any person for any
        registration or transfer of a Residual Certificate to a Disqualified
        Organization, agent or nominee thereof or Non-permitted Foreign Holder or
        for
        the maturity of any payments due on such Residual Certificate to the Holder
        thereof or for taking any other action with respect to such Holder under
        the
        provisions of the Agreement, so long as the transfer was effected in accordance
        with this Section 3.03(f), unless a Responsible Officer of the Trustee or
        the
        Certificate Registrar, as applicable, 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 and the Certificate Registrar shall be entitled,
        but
        not obligated, to recover from any Holder of a Residual Certificate that
        was a
        Disqualified Organization, agent or nominee thereof, or Non-permitted Foreign
        Holder at the time it became a Holder or any subsequent time it became a
        Disqualified Organization, agent or nominee thereof, or Non-permitted Foreign
        Holder, all payments made on such Residual Certificate at and after either
        such
        times (and all costs and expenses, including but not limited to attorneys’ fees,
        incurred in connection therewith). Any payment (not including any such costs
        and
        expenses) so recovered by the Trustee shall be paid and delivered to the
        last
        preceding Holder of such Residual Certificate.

       

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

       


      
        
          
          

        

        
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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 B 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).

       

      (i) Subject
        to clauses (ii) and (iii) of this Section 3.03(h), transfers of a Global
        Security representing any Class B 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.

       

      (ii) Restricted
        Global Security to Regulation S Global Security.
        If a
        holder of a beneficial interest in a Restricted Global Security deposited
        with
        or on behalf of DTC wishes at any time to exchange its interest in such
        Restricted Global Security for an interest in a Regulation S Global Security,
        or
        to transfer its interest in such Restricted Global Security to a Person who
        wishes to take delivery thereof in the form of an interest in a Regulation
        S
        Global Security, such holder, provided such holder is not a U.S. person,
        may,
        subject to the rules and procedures of DTC, exchange or cause the exchange
        of
        such interest for an equivalent beneficial interest in the Regulation S Global
        Security. Upon receipt by the 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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      (iii) Regulation
        S Global Security to Restricted Global Security.
        If a
        holder of a beneficial interest in a Regulation S Global Security deposited
        with
        or on behalf of DTC wishes at any time to transfer its interest in such
        Regulation S Global Security to a Person who wishes to take delivery thereof
        in
        the form of an interest in a Restricted Global Security, such holder may,
        subject to the rules and procedures of DTC, exchange or cause the exchange
        of
        such interest for an equivalent beneficial interest in a Restricted Global
        Security. Upon receipt by the 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.

       

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

       

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

       

      Section
        3.04. Cancellation
        of Certificates. 

       


      
        
          
          

        

        
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      Any
        Certificate surrendered for registration of transfer or exchange shall be
        cancelled and retained in accordance with the Trustee’s or the Certificate
        Registrar’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 Securities Administrator, 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
        Securities Administrator, 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 hereby appoints itself as initial Paying Agent. The Trustee, subject
        to
        the consent of any 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 (and, if the
        Trustee is Paying Agent, the Trustee agrees that it 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.

       

      (b) Any
        Paying Agent (if other than the Trustee) shall comply with its reporting
        obligations under Regulation AB with respect to the Trust Fund in form and
        substance similar to those of the Trustee pursuant to Section 6.20, and the
        related assessment of compliance shall cover, at a minimum, the elements
        of the
        servicing criteria applicable to the Paying Agent indicated in Exhibit S
        attached hereto. 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
        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,
        the
        Paying Agent (if other than the Trustee) shall notify the Sponsor, the Master
        Servicer, the Trustee and the Depositor within five (5) calendar days of
        knowledge thereof (i) of any legal proceedings pending against the Paying
        Agent
        of the type described in Item 1117 (§ 229.1117) of Regulation AB, (ii) any
        merger, consolidation or sale of substantially all of the assets of the Paying
        Agent and (iii) if the Paying Agent shall become (but only to the extent
        not
        previously disclosed) at any time an affiliate of any of the parties listed
        on
        Exhibit V hereto or any of their affiliates. On or before March 1st
        of each
        year, the Depositor shall distribute the information in Exhibit V to the
        Paying
        Agent.

       

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

       


      
        
          
          

        

        
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      Section
        3.09. Book-Entry
        Certificates. 

       

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

       

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

       

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

       

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

       

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

       

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

       


      
        
          
          

        

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

       


      
        
          
          

        

        
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      ARTICLE
        IV


       

      ADMINISTRATION
        OF THE TRUST FUND

       

      Section
        4.01. Collection
        Account. 

       

      (a) On
        the
        Closing Date, the Master Servicer shall open and shall thereafter maintain
        a
        segregated account held in trust (the “Collection Account”), entitled
“Collection Account, Aurora Loan Services LLC, as Master Servicer, in trust
        for
        the benefit of the Holders of Structured Asset Securities Corporation Mortgage
        Pass-Through Certificates, Series 2007-WF1.” The Collection Account shall relate
        solely to the Certificates and to the Lower Tier REMIC 1 Uncertificated Regular
        Interests issued by the Trust Fund hereunder, and funds in such Collection
        Account shall not be commingled with any other monies.

       

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

       

      (c) The
        Master Servicer shall give to the Trustee and the Securities Administrator
        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. 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 Securities Administrator for deposit into the Securities
        Administration Account by wire transfer in immediately available funds. The
        Master Servicer, at its option, may choose to make daily remittances from
        the
        Collection Account to the Securities Administrator for deposit into the
        Securities Administration 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
        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;

       


      
        
          
          

        

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

       

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

       

      (iv) all
        Insurance Proceeds;

       

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

       

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

       

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

       

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

       

      (e) Funds
        in
        the Collection Account may be invested in Eligible Investments selected by
        and
        at the written direction of the Master Servicer, which shall mature not later
        than one Business Day prior to the Master Servicer Remittance Date (except
        that
        if such Eligible Investment is an obligation of the Securities Administrator,
        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-WF1. 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 Charges) need not be deposited by the Master
        Servicer in the Collection Account and may be retained by the Master Servicer
        or
        the Servicer as additional servicing compensation. If the Master Servicer
        deposits in the Collection Account any amount not required to be deposited
        therein, it may at any time withdraw such amount from such Collection Account.
        

       


      
        
          
          

        

        
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      Section
        4.02. Application
        of Funds in the Collection Account. 

       

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

       

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

       

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

       

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

       


      
        
          
          

        

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

       

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

       

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

       

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

       

      (viii) to
        make
        payments to the Securities Administrator for deposit into the Securities
        Administration Account in the amounts and in the manner provided
        herein;

       

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

       

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

       

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

       

      (xii) 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 Securities
        Administrator 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 Securities Administrator
        thereto shall be prior to the rights of the Certificateholders; and

       

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

       

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

       


      
        
          
          

        

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

       

      Section
        4.03. Reports
        to Certificateholders. 

       

      (a) On
        each
        Distribution Date, the Securities Administrator shall have prepared (based
        solely on information provided by the Master Servicer or the Swap Counterparty)
        and shall make available to the Trustee, 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 Class R
        Certificate;

       

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

       

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

       


      
        
          
          

        

        
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      (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 Charges (which includes Servicer Prepayment Charge
        Payment Amounts) distributed to the Class P Certificates; 

       

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

       

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

       

      (x) [Reserved];

       

      (xi) by
        Mortgage Pool and in the aggregate, the number and aggregate Scheduled Principal
        Balance of Mortgage Loans in each Mortgage Pool, as reported to the Securities
        Administrator 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, each as of the close
        of
        business on the last Business Day of the calendar month immediately preceding
        the month in which such Distribution Date occurs, (f) in bankruptcy and (g)
        that
        are REO Properties (the information in this item (xi) to be calculated utilizing
        the OTS delinquency method);

       

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

       

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

       

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

       

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

       

      (xvi) with
        respect to each Mortgage Pool, the Interest Remittance Amount and the Principal
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      (xvii) if
        applicable, the amount of any shortfall (i.e.,
        the
        difference between the aggregate amounts of principal and interest which
        Certificateholders would have received if there were sufficient available
        amounts in the Certificate Account and the amounts actually distributed);
        

       

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

       

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

       

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


       

      (xxi) the
        level
        of LIBOR for such Distribution Date; 

       

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

       

      (xxiii) 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 5.02, any Swap Termination Payment to the Supplemental Interest Trust
        made pursuant to Sections 5.07 and any Swap Termination Payment to the Swap
        Counterparty made pursuant to Section 5.02;

       

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

       

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

       

      In
        addition to the information listed above, such Distribution Date Statement
        shall
        also include such other information as is required by Form 10-D, including,
        but
        not limited to, the information required by Item 1121 (§ 229.1121) of Regulation
        AB.

       

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

       

      On
        any
        Distribution Date after the occurrence of a Section 7.01(c) Purchase Event,
        the
        information required by subclauses (i), (iii), (iv), (v), (vii), (viii),
        (ix),
        (xi), (xii), (xiii), (xvi), (xix), (xxi) (xxii) and (xxiii) shall be provided
        to
        the Trustee, any 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
        Securities Administrator 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) available each month to the Trustee,
        any
        NIMS Insurer, Certificateholders and the Rating Agencies via the Securities
        Administrator’s internet website. The Securities Administrator’s internet
        website shall initially be located at “www.ctslink.com.”
        Assistance in using the website can be obtained by calling the Securities
        Administrator’s customer service desk at 1-301-815-6600. Such parties that are
        unable to use the website are entitled to have a paper copy mailed to them
        via
        first class mail by calling the customer service desk and indicating such.
        The
        Securities Administrator 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 Securities Administrator shall provide
        timely and adequate notification to all above parties regarding any such
        changes. In addition, the Trustee may post the information provided to it
        under
        this Section 4.03 by the Securities Administrator at the Trustee’s website
        initially located at http://trustinvestorreport.com.

       


      
        
          
          

        

        
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      The
        foregoing information and reports shall be prepared and determined by the
        Securities Administrator based solely on Mortgage Loan data provided to the
        Securities Administrator by the Master Servicer (in a format agreed to by
        the
        Securities Administrator and the Master Servicer) no later than 2:00 p.m.
        Eastern Time four Business Days prior to the Distribution Date and on the
        information provided to the Securities Administrator by the Swap Counterparty
        and the Cap Counterparty. In preparing or furnishing the foregoing information
        to the Trustee, Certificateholders and any NIMS Insurer, the Securities
        Administrator 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 Securities Administrator
        by
        the Master Servicer, (ii) regarding the Swap Agreement, that has been provided
        to the Securities Administrator by the Swap Counterparty and (iii) regarding
        the
        Interest Rate Cap Agreement, that has been provided to the Securities
        Administrator by the Cap Counterparty, and the Securities Administrator shall
        not be obligated to verify, recompute, reconcile or recalculate any such
        information or data. The Securities Administrator 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.
        The information and reports described in the first paragraph of this Section
        4.03(a) shall be provided to the Trustee by the Securities Administrator
        no
        later than 12:00 p.m. Eastern Time two Business Days prior to the Distribution
        Date.

       

      (b) Upon
        the
        reasonable advance written request of any 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 Securities
        Administrator, the Securities Administrator shall provide, or cause to be
        provided, (or, to the extent that such information or documentation is not
        required to be provided by the Servicer under the Servicing Agreement, shall
        use
        reasonable efforts to obtain such information and documentation from the
        Servicer, and provide) to any NIMS Insurer and such Certificateholder such
        reports and access to information and documentation regarding the Mortgage
        Loans
        as any NIMS Insurer or such Certificateholder may reasonably deem necessary
        to
        comply with applicable regulations of the Office of Thrift Supervision or
        its
        successor or other regulatory authorities with respect to an investment in
        the
        Certificates; provided,
        however,
        that the
        Securities Administrator shall be entitled to be reimbursed by such
        Certificateholder or any NIMS Insurer for the actual expenses incurred in
        providing such reports and access.

       


      
        
          
          

        

        
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      (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 such information
        in any
        other format permitted by the Code. The Securities Administrator shall provide
        the Trustee with such information as is necessary for the Trustee to prepare
        such reports (and the Trustee may rely solely upon such
        information).

       

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

       

      (e) So
        long
        as not prohibited by applicable law, the Master Servicer shall, to the extent
        reasonably available, provide 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. The Depositor shall have the right to publish,
        disseminate or otherwise utilize such information in its discretion, subject
        to
        applicable laws and regulations. 

       

      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-WF1” 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 to 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.

       


      
        
          
          

        

        
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      (b) The
        Trustee shall deposit or cause to be deposited into the Certificate Account
        all
        monies remitted by the Securities Administrator to the Trustee on the same
        day
        on which such monies are remitted to the Trustee, or if such day is not a
        Business Day, the immediately following Business Day. 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 for any fees or expenses reimbursable to it pursuant to Section 6.12;
        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 6.14, in connection
        with
        any transfer of servicing, shall not be withdrawn from the Certificate Account
        during such Anniversary Year and paid to the Trustee and the Trustee’s
        reimbursement for such excess amounts shall be made pursuant to Section 5.02
        only in one or more subsequent Anniversary Years;

       

      (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 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 at the direction of
        the
        Master Servicer in Eligible Investments (which may be obligations of the
        Trustee). 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 to the extent
        not
        paid by the Securities Administrator when due and (2) to the Master Servicer,
        any income and gain remaining. Subject to the preceding sentence, all income
        and
        gain realized from any such investment for each Distribution Date shall be
        subject to withdrawal by the Master Servicer from time to time. The amount
        of
        any losses incurred in respect of any such investments shall be paid by the
        Master Servicer for deposit in the Certificate Account out of its own funds,
        without any right of reimbursement therefor, immediately as realized.


       

      Section
        4.05. Securities
        Administration Account.

       

      (a) On
        the
        Closing Date, the Securities Administrator shall open and shall thereafter
        maintain an account to be held in trust (the “Securities Administration
        Account”), entitled “Wells Fargo Bank, N.A., as Securities Administrator, in
        trust for the benefit of the Holders of Structured Asset Securities Corporation
        Mortgage Pass-Through Certificates, Series 2007-WF1.” The Securities
        Administration Account shall relate solely to the Certificates issued by
        the
        Trust Fund hereunder, and funds in such Securities Administration Account
        shall
        not be commingled with any other monies.

       


      
        
          
          

        

        
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      (b) The
        Securities Administration Account shall be an Eligible Account. If an existing
        Securities Administration Account ceases to be an Eligible Account, the
        Securities Administrator shall establish a new Securities Administration
        Account
        that is an Eligible Account within 10 Business Days of notice thereof to
        the
        Securities Administrator, and shall transfer all funds on deposit in such
        existing Securities Administration Account into such new Securities
        Administration Account.

       

      (c) The
        Securities Administrator shall make withdrawals from the Securities
        Administration Account only for the following purposes:

       

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

       

      (ii) to
        make
        payments of any investment income or earnings on the Securities Administration
        Account to (A) the Trustee to pay the Trustee Fee, if due, (B) the Custodian
        to
        pay the Custodial Compensation, if due and (C) then any remaining amounts
        of
        investment income or earnings to itself;

       

      (iii) to
        reimburse itself for any amounts reimbursable under the terms of this
        Agreement;

       

      (iv) to
        make
        payments to the Trustee for deposit into the Certificate Account pursuant
        to
        Section 4.04; and

       

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

       

      (d) The
        Securities Administrator shall give to the Trustee prior written notice of
        the
        name and address of the depository institution at which the Securities
        Administration Account is maintained and the account number of such Securities
        Administration Account. On each Deposit Date, the entire amount on deposit
        in
        the Securities Administration Account (less any amounts withdrawn pursuant
        to
        Section 4.05(c)(i) and (ii)), shall be remitted to the Trustee for deposit
        into
        the Certificate Account by wire transfer in immediately available funds.
        The
        Securities Administrator, at its option, may choose to make daily remittances
        from the Securities Administration Account to the Trustee for deposit into
        the
        Certificate Account.

       

      (e) The
        Securities Administrator shall cause to be deposited into the Securities
        Administration Account on the Master Servicer Remittance Date, any monies
        remitted by the Master Servicer to the Securities Administrator on such date
        pursuant to the terms of this Agreement.

       


      
        
          
          

        

        
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      (f) The
        Securities Administrator may invest, or cause to be invested, funds held
        in the
        Securities Administration Account, which funds, if invested, shall be invested
        in Eligible Investments (which may be obligations of the Securities
        Administrator or its Affiliate). All such investments must be payable on
        demand
        or mature no later than the next Deposit 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, to the extent
        not paid when due in accordance with Section 6.12, (2) to the Custodian,
        in
        payment of its Custodial Compensation, to the extent not paid when due in
        accordance with Section 6.12 and (3) to the Securities Administrator, any
        income
        and gain remaining. The Securities Administrator shall pay to the Trustee
        the
        Trustee Fee and to the Custodian its Custodial Compensation on behalf of
        the
        Trust Fund and all income and gain realized from any such investments shall
        be
        subject to its withdrawal on order from time to time. The amount of any losses
        incurred in respect of any such investments shall be paid by the Securities
        Administrator for deposit in the Securities Administration Account out of
        its
        own funds, without any right of reimbursement therefor, immediately as
        realized.

       


      
        
          
          

        

        
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      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 based solely
        on the
        reports for such Distribution Date provided to it by the Securities
        Administrator pursuant to Section 4.03(a). 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. 

       

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

       


      
        
          
          

        

        
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      Section
        5.02. Distributions
        from the Certificate Account. 

       

      (a) 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 (g) 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 on behalf of the Trustee) shall withdraw from the
        Certificate Account the Total Distribution Amount (to the extent such amount
        is
        on deposit in the Certificate Account), and amounts that are available for
        payment to the Swap Counterparty, and shall allocate such amount to the
        interests issued in respect of REMIC 1 created pursuant to this Agreement
        and
        shall distribute such amount as specified in subparagraphs (j) through (l)
        of
        this Section; provided,
        that
        amounts that are available for payment to the Swap Counterparty shall be
        paid on
        the related Swap Payment Date.

       

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

       

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

       

      (ii) for
        deposit into the Swap Account, the amount of any Net Swap Payment or Swap
        Termination Payment (not due to a Swap Counterparty Trigger Event) owed to
        the
        Swap Counterparty on the related Swap Payment Date (after giving effect to
        distributions made pursuant to clause 5.02(b)(i) above and subsection 5.02(c)(i)
        below for such Distribution Date), to be paid concurrently and in proportion
        to
        the Interest Remittance Amount available with respect to Pool 2 for such
        Distribution Date;

       

      (iii) concurrently,
        on a pro
        rata
        basis,
        to each Class of Group 1 Senior Certificates, Current Interest and any
        Carryforward Interest for each such Class and such Distribution Date;
provided,
        however,
        that any
        shortfall in Current Interest and Carryforward Interest shall be allocated
        between 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 clauses
        (i)
        through (iii) of this Section 5.02(b) for such Distribution Date.

       


      
        
          
          

        

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

       

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

       

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

       

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

       

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

       

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

       

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

       


      
        
          
          

        

        
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      (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;

       

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

       

      (3) to
        the
        Class A1 and Class A6 Certificates, pro
        rata,
        in
        proportion to their outstanding Class Principal Amounts, 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;

       


      
        
          
          

        

        
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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) and 5.02(e)(i)(B)(1)
        above, and to the extent not paid previously or from the Interest Remittance
        Amount for such Distribution Date);

       

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

       

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

       

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

       

      (A) concurrently,
        on a pro
        rata
        basis,
        in proportion to the aggregate Class Principal Amount of the Group 1 Senior
        Certificates and the aggregate Class Principal Amount of 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).

       

      (iii) 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.

       


      
        
          
          

        

        
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      (iv) 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)(iv)(A) above, and to the
        extent not paid previously or from the Interest Remittance Amount from both
        Mortgage Pools for such Distribution Date), to be paid concurrently and in
        proportion to the related Principal Distribution Amounts available with respect
        to each Mortgage Pool for such Distribution Date);

       

      (C) 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;

       


      
        
          
          

        

        
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      (D) to
        the
        Class M1, 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 each
        such
        Class has been reduced to zero;

       

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

       

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

       

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

       

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

       


      
        
          
          

        

        
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      (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; 

       

      (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, 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;


       


      
        
          
          

        

        
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      (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.

       

      (v) 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 but 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

       


      
        
          
          

        

        
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      (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)(iv)(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 Amounts, 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;

       

      (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; 

       


      
        
          
          

        

        
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      (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, 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; 

       

      (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:

       


      
        
          
          

        

        
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      (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(g)(xi), 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 April 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 for such Distribution Date,
        for
        application pursuant to 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.

       

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

       


      
        
          
          

        

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

       

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

       

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

       

      (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 Section 5.02(f)(iv)(B), to the extent
        unpaid;

       

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

       

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

       

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

       

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

       

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

       


      
        
          
          

        

        
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      (i) concurrently,
        to the Senior Certificates, Current Interest and any Carryforward Interest
        for
        each such Class for such Distribution Date, to the extent unpaid pursuant
        to
        Section 5.02(g)(iii) above (any shortfall in Current Interest and Carryforward
        Interest to be allocated among such Classes in proportion to the amount of
        Current Interest and Carryforward Interest that would have otherwise been
        distributable thereon);

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      (i) On
        each
        Distribution Date, an amount equal to the aggregate of all Prepayment Charges,
        whether paid by the mortgagor or by the Seller in connection with a breach
        of a
        representation or warranty under Section 2.03(b) hereof, and all Servicer
        Prepayment Charge Payment Amounts paid by the Servicer pursuant to the Servicing
        Agreement, received during the preceding Prepayment Period shall be distributed
        to the Class P Certificates.

       


      
        
          
          

        

        
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      (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 shall allocate such amount to the interests issued in respect
        of
        the Lower Tier REMIC 1 Uncertificated Regular Interests created pursuant
        to this
        Agreement and shall distribute such amount first,
        for
        deposit into the Swap Account, an amount equal to any Net Swap Payment or
        Swap
        Termination Payment owed to the Swap Counterparty on the related Swap Payment
        Date, second,
        to the
        Credit Risk Manager, the Credit Risk Manager’s Fee, third,
        to the
        Trustee, any amounts reimbursable pursuant to Section 4.04(b)(i) and not
        previously reimbursed to the Trustee and fourth,
        to the
        LTURI-holder, any remaining Total Distribution Amount to the extent payable
        on
        the Lower Tier REMIC I 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 (or Paying Agent) shall
        distribute the Swap Amount for such date first,
        to the
        Swap Counterparty to pay any Net Swap Payment owed to the Swap Counterparty
        pursuant to the Swap Agreement for such Swap Payment Date; second,
        to the
        Swap Counterparty, to pay any Swap Termination Payment owed to the Swap
        Counterparty pursuant to the Swap Agreement for such Swap Payment Date,
third,
        if
        applicable, to the Swap Termination Receipts Account, for application to
        the
        purchase of a replacement swap agreement pursuant to Section 5.09(a); and
        fourth,
        any
        remaining amount of Swap Amount, to the LTURI-holder.

       

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

       

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

       

      


      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;

       


      
        
          
          

        

        
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      (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; and

       

      (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.

       

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

       

      Section
        5.04. Advances
        by Master Servicer, Servicer and Securities Administrator. 

       

      (a) Subject
        to Section 9.07, Advances shall be made in respect of each Master Servicer
        Remittance Date as provided herein. If, on any Determination Date, the Servicer
        determines that any Scheduled Payments (or in the case of Simple Interest
        Mortgage Loans, the amount of any scheduled interest payments) due during
        the
        related Collection Period (other than Balloon Payments) have not been received,
        the Servicer shall advance such amount to the extent provided in the Servicing
        Agreement. If the Servicer fails to remit Advances required to be made under
        the
        Servicing Agreement, the Master Servicer shall itself make, or shall cause
        the
        successor Servicer to make, such Advance on the Master Servicer Remittance
        Date
        immediately following such Determination Date. If the Master Servicer determines
        that an Advance is required, it shall on the Master Servicer Remittance Date
        immediately following such Determination Date either (i) remit to the Securities
        Administrator from its own funds (or funds advanced by the Servicer) for
        deposit
        in the Securities Administration 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 Securities Administrator for deposit in the Securities
        Administration 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 Securities Administrator for deposit in the Securities
        Administration Account on or before any future Master Servicer Remittance
        Date
        to the extent that funds in the Certificate Account on such Master Servicer
        Remittance Date shall be less than payments to Certificateholders required
        to be
        made on the related Distribution Date. The Master Servicer and the Servicer
        shall be entitled to be reimbursed from the Collection Account for all Advances
        made by it as provided in Section 4.02. Notwithstanding anything to the contrary
        herein, in the event the Master Servicer determines in its reasonable judgment
        that an Advance is non-recoverable, the Master Servicer shall be under no
        obligation to make such Advance.

       


      
        
          
          

        

        
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      (b) In
        the
        event that the Master Servicer or the Servicer fails for any reason to make
        an
        Advance required to be made pursuant to this Section 5.04 on or before the
        Master Servicer Remittance Date, the Securities Administrator, as successor
        master servicer pursuant to Section 6.14, shall, on or before the related
        Distribution Date, deposit in the Certificate Account an amount equal to
        the
        excess of (a) Advances required to be made by the Master Servicer or the
        Servicer that would have been deposited in such Certificate Account over
        (b) the
        amount of any Advance made by the Master Servicer or the Servicer with respect
        to such Distribution Date; provided,
        however,
        that the
        Securities Administrator 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 Securities Administrator 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 Servicer. Any Compensating Interest Payments made
        by
        the Servicer shall be a component of the Interest Remittance
        Amount.

       

      Section
        5.06. Basis
        Risk Reserve Fund. 

       

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

       

      (b) The
        Trustee (or Paying Agent) shall make withdrawals from the Basis Risk Reserve
        Fund to make distributions pursuant to Section 5.02(f)(iv) hereof in accordance
        with the Distribution Date reports prepared by the Securities Administrator.
        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.

       


      
        
          
          

        

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

       

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

       

      (d) The
        Trustee shall deposit into the Swap Account any Net Swap Payment required
        pursuant to Sections 5.02(b), (c), (e) and (k), any Swap Termination Payment
        required pursuant to Sections 5.02(b), (c), (e) and (k), 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)(vii), 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 Sections 5.02(g)(ii) and
        5.02(g)(x) or Section 5.02(k), as applicable.

       


      
        
          
          

        

        
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      (e) The
        Trustee shall deposit into the Interest Rate Cap Account any amounts received
        from the Cap Counterparty under the Interest Rate Cap Agreement and shall
        distribute from the Interest Rate Cap Account any Interest Rate Cap Amount
        pursuant to Section 5.02(h) or 5.02(l), as applicable.

       

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

       

      (h) Funds
        or
        collateral required to be held pursuant to the Credit Support Annex shall
        be
        deposited into the Collateral Account. Funds posted by the Cap Counterparty
        (or
        its credit support provider) and/or the Swap Counterparty (or its credit
        support
        provider) in the Collateral Account shall be invested in Eligible Investments
        at
        the written direction of the Swap Counterparty. Any interest earnings on
        such
        amounts shall be remitted to the Cap Counterparty and/or the Swap Counterparty,
        as applicable, pursuant to the terms of the Credit Support Annex. For federal
        income tax purposes, the Swap Counterparty shall be considered owner of funds
        deposited in the Collateral Account. The Trustee shall not be liable for
        any
        losses incurred on such investments. In the absence of written instructions
        from
        the Cap Counterparty (or its credit support provider) and/or the Swap
        Counterparty (or its credit support provider) as to investment of funds on
        deposit in the Collateral Account, such funds shall be invested in the “U.S.
        Bank First American Prime Obligation 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. On any Distribution Date as to which a shortfall exists with
        respect
        to Interest Rate Cap Amounts owed by the Cap Counterparty as a result of
        its
        failure to make payments pursuant to the Interest Rate Cap Agreement, amounts
        necessary to cover such shortfall shall be removed from the Collateral Account,
        remitted to the Interest Rate Cap Account and distributed as all or a portion
        of
        such Interest Rate Cap Amount pursuant to Section 5.02(h) or Section 5.02(l),
        as
        applicable. Any amounts on deposit in the Collateral Account required to
        be
        returned to the Cap Counterparty (or its credit support provider) and/or
        the
        Swap Counterparty (or its credit support provider), as applicable, as a result
        of (i) the termination of the Swap Agreement or the Interest Rate Cap Agreement,
        as applicable, (ii) the procurement of a guarantor, (iii) the reinstatement
        of
        required ratings or (iv) otherwise pursuant to the Swap Agreement, shall
        be
        released directly to the Swap Counterparty and/or the Cap Counterparty, as
        applicable, pursuant to the terms of the Credit Support Annex.

       


      
        
          
          

        

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

       

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

       

      (l) It
        is the
        intention of the parties hereto that, for federal and state income and state
        and
        local franchise tax purposes, the Supplemental Interest Trust be disregarded
        as
        an entity separate from the holder of the Class X Certificates unless and
        until
        the date when either (a) there is more than one Class X Certificateholder
        or (b)
        any Class of Certificates in addition to the Class X Certificates is
        recharacterized as an equity interest in the Supplemental Interest Trust
        for
        federal income tax purposes. Neither the Securities Administrator nor the
        Trustee shall be responsible for any entity level tax reporting for the
        Supplemental Interest Trust.

       

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

       

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

       


      
        
          
          

        

        
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      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 (k) and any Swap Termination
        Payment required pursuant to Sections 5.02(b), (c), (e) and (k) 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 Section 5.02(g)(ii), Section 5.02(g)(x) or
        Section 5.02(k), as applicable, to the Swap Counterparty and (D) to
        establish and maintain the Swap Account, to make such deposits thereto,
        investments therein and distributions therefrom as are required pursuant
        to
        Section 5.07. For the protection and enforcement of the provisions of this
        Section the Swap Counterparty shall be entitled to such relief as can be
        given
        either at law or in equity.

       

      Section
        5.09. Termination
        Receipts. 

       

      (a) In
        the
        event of an “Early Termination Event” as defined under the Swap Agreement, (i)
        any Swap Termination Payment made by the Swap Counterparty to the Swap Account
        and paid pursuant to Section 5.02(g)(x) 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”) will 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. 

       


      
        
          
          

        

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

       

      Amounts
        on deposit in the 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 Swap
        Agreement, be paid to the Class X Certificates.

       

      (b) In
        the
        event of an “Early Termination Event” as defined under the Interest Rate Cap
        Agreement, (i) any Cap Termination Payment made by the Cap Counterparty to
        the
        Interest Rate Cap Account and paid pursuant to Section 5.02(h)(vii) or Section
        5.02(l), as applicable, (“Cap Termination Receipts”) shall be deposited in a
        segregated non-interest bearing account which shall be an Eligible Account
        established by the Trustee (the “Cap Termination Receipts Account”) and (ii) any
        amounts received from a replacement Cap Counterparty (“Cap Replacement
        Receipts”) will be deposited in a segregated non-interest bearing account which
        shall be an Eligible Account established by the Trustee (the “Cap Replacement
        Receipts Account”). The Trustee shall invest, or cause to be invested, funds
        held in the Cap Termination Receipts Account and the Cap Replacement Receipts
        Account in time deposits of the Trustee as permitted by clause (ii) of the
        definition of Eligible Investments or as otherwise directed in writing by
        a
        majority of the Certificateholders. All such investments shall be payable
        on
        demand or mature on an Interest Rate Cap 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 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 Cap Termination Receipts
        Account or the Cap Replacement Receipts Account, as applicable, and all losses,
        if any, shall be borne by the related account.

       


      
        
          
          

        

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

       


      
        
          
          

        

        
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      ARTICLE
        VI


       

      CONCERNING
        THE TRUSTEE AND THE SECURITIES ADMINISTRATOR; EVENTS OF DEFAULT

       

      Section
        6.01. Duties
        of Trustee and Securities Administrator. 

       

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

       

      (b) Each
        of
        the Trustee and the Securities Administrator, upon receipt of all resolutions,
        certificates, statements, opinions, reports, documents, orders or other
        instruments furnished to the Trustee or the Securities Administrator 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
        neither the Trustee nor the Securities Administrator shall be responsible
        for
        the accuracy or content of any such resolution, certificate, statement, opinion,
        report, document, order or other instrument furnished by the Master Servicer,
        the Servicer, the Swap Counterparty, the Cap Counterparty or the Credit Risk
        Manager to the Trustee or the Securities Administrator pursuant to this
        Agreement, and shall not be required to recalculate or verify any numerical
        information furnished to the Trustee or the Securities Administrator 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 or Securities Administrator, as
        applicable, 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 or Securities Administrator’s,
        as applicable, satisfaction, the Trustee or Securities Administrator, as
        applicable, 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 or any NIMS Insurer.

       

      (c) Neither
        the Trustee nor the Securities Administrator shall have any liability arising
        out of or in connection with this Agreement, except for its negligence or
        willful misconduct. No provision of this Agreement shall be construed to
        relieve
        the Trustee or the Securities Administrator from liability for its own negligent
        action, its own negligent failure to act or its own willful misconduct;
provided,
        however,
        that:

       


      
        
          
          

        

        
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      (i) Neither
        the Trustee nor the Securities Administrator shall be liable with respect
        to any
        action taken, suffered or omitted to be taken by it in good faith in accordance
        with the direction of the 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 Event of Default 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) For
        all
        purposes under this Agreement, the Securities Administrator shall not be
        deemed
        to have notice of any Event of Default (other than resulting from a failure
        by
        the Master Servicer to furnish information to the Securities Administrator
        when
        required to do so) unless a Responsible Officer of the Securities Administrator
        has actual knowledge thereof or unless written notice of any event which
        is in
        fact such a default is received by the Securities Administrator at the address
        provided in Section 11.07, and such notice references the Holders of the
        Certificates and this Agreement;

       

      (iv) No
        provision of this Agreement shall require the Trustee or the Securities
        Administrator 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 or the
        Securities Administrator to perform, or be responsible for the manner of
        performance of, any of the obligations of the Master Servicer under this
        Agreement;

       

      (v) Neither
        the Trustee nor the Securities Administrator shall be responsible for any
        act or
        omission of the Master Servicer, the Servicer, the Credit Risk Manager, the
        Depositor, the Seller or the Custodian and neither the Securities Administrator
        nor the Trustee shall be responsible for any act or omission of the
        other.

       

      (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) Neither
        the Trustee nor the Securities Administrator shall 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 the
        Securities Administrator or exercising any trust or power conferred upon
        the
        Trustee or the Securities Administrator, as applicable, under this
        Agreement.

       

      (f) Neither
        the Trustee nor the Securities Administrator shall be required to perform
        services under this Agreement, or to expend or risk its own funds or otherwise
        incur financial liability in connection with the performance of any of its
        duties or the exercise of any of its rights or powers hereunder 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 or the Securities
        Administrator, as applicable, to perform, or be responsible for the manner
        of
        performance of, any of the obligations of the Master Servicer or the Servicer
        under this Agreement or the Servicing Agreement except during such time,
        if any,
        as the Securities Administrator 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) The
        Trustee shall not and, except as otherwise provided herein, the Securities
        Administrator shall not have any duty (A) to see to any recording, filing,
        or
        depositing of this Agreement or any agreement referred to herein or any
        financing statement or continuation statement evidencing a security interest,
        or
        to see to the maintenance of any such recording or filing or depositing or
        to
        any rerecording, refiling or redepositing of any thereof, (B) to see to any
        insurance or claim under any Insurance Policy, and (C) to see to the payment
        or
        discharge of any tax, assessment, or other governmental charge or any lien
        or
        encumbrance of any kind owing with respect to, assessed or levied against,
        any
        part of the Trust Fund or the Supplemental Interest Trust other than from
        funds
        available in the Collection Account, the Securities Administration Account
        or
        the Certificate Account, as applicable. Except as otherwise provided herein,
        neither the Trustee nor the Securities Administrator shall have any duty to
        confirm or verify the contents of any reports or certificates of the Master
        Servicer, the Servicer, the Swap Counterparty, the Cap Counterparty or the
        Credit Risk Manager delivered to the Trustee or the Securities Administrator
        pursuant to this Agreement believed by the Trustee or the Securities
        Administrator, as applicable, to be genuine and to have been signed or presented
        by the proper party or parties.

       

      (i) Neither
        the Securities Administrator nor the Trustee shall 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 or the Securities Administrator, as applicable,
        unless it shall be proved that the Trustee or the Securities Administrator,
        as
        applicable, was negligent in ascertaining the pertinent facts.

       


      
        
          
          

        

        
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      (j) Notwithstanding
        anything in this Agreement to the contrary, none of the Securities
        Administrator, any Paying Agent or 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 Securities Administrator,
        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
        Securities Administrator to comply with the provisions of Subsections 6.01(l)
        hereof and Subsections 9.25(a) and (b) hereof.

       

      (k) Neither
        the Securities Administrator nor the Trustee shall be responsible for the
        acts
        or omissions of the other, it being understood that this Agreement shall
        not be
        construed to render them agents of one another, or of the Master Servicer
        or the
        Servicer.

       

      (l) The
        Securities Administrator shall give prior written notice to the Sponsor,
        the
        Master Servicer, the NIMS Insurer 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 Securities Administrator 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.

       

      Section
        6.02. Certain
        Matters Affecting the Trustee and the Securities Administrator.


       

      Except
        as
        otherwise provided in Section 6.01:

       

      (a) Each
        of
        the Trustee and the Securities Administrator 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) Each
        of
        the Trustee and the Securities Administrator 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) Neither
        the Trustee nor the Securities Administrator shall 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, neither the Trustee
        nor
        the Securities Administrator shall 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 or the Securities
        Administrator, as applicable, 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 or the Securities Administrator, as applicable, not reasonably assured
        to the Trustee or the Securities Administrator by the security afforded to
        it by
        the terms of this Agreement, the Trustee or the Securities Administrator,
        as
        applicable, 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) Each
        of
        the Trustee and the Securities Administrator 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 and the Securities Administrator conferred on them by such appointment,
        provided that each of the Trustee and the Securities Administrator shall
        continue to be responsible for its duties and obligations hereunder to the
        extent provided herein, and provided further that neither the Trustee nor
        the
        Securities Administrator shall be responsible for any misconduct or negligence
        on the part of any such agent or attorney appointed with due care by the
        Trustee
        or the Securities Administrator, as applicable;

       

      (f) Neither
        the Trustee nor the Securities Administrator shall 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
        or the
        Securities Administrator, as applicable, reasonable security or indemnity
        against the costs, expenses and liabilities which may be incurred therein
        or
        thereby;

       

      (g) The
        right
        of the Trustee and the Securities Administrator to perform any discretionary
        act
        enumerated in this Agreement shall not be construed as a duty, and neither
        the
        Trustee nor the Securities Administrator shall be answerable for other than
        its
        negligence or willful misconduct in the performance of such act;
        and

       

      (h) Neither
        the Trustee nor the Securities Administrator shall 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
        and Securities Administrator Not Liable for Certificates. 

       

      The
        Trustee and the Securities Administrator make no representations as to the
        validity or sufficiency of this Agreement, the Swap Agreement, the Interest
        Rate
        Cap Agreement, the Certificates (other than the certificate of authentication
        on
        the Certificates) or the Lower Tier REMIC 1 Uncertificated Regular Interests,
        or
        of any Mortgage Loan, or related document save that the Trustee and the
        Securities Administrator represent 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 and the Securities Administrator
        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, the Securities
        Administration Account, any Escrow Account or any other fund or account
        maintained with respect to the Certificates. The Trustee and the Securities
        Administrator shall not be responsible for the legality or validity of this
        Agreement, the Swap Agreement, the Interest Rate Cap Agreement, the Mortgage
        Loan Sale 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,
        and
        except as otherwise provided herein, the Securities Administrator shall not
        be
        responsible 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
        and the Securities Administrator May Own Certificates. 

       

      The
        Trustee and the Securities Administrator and any Affiliate or agent of either
        of
        them 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, Securities Administrator or such agent.

       

      Section
        6.05. Eligibility
        Requirements for Trustee and Securities Administrator. 

       

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

       


      
        
          
          

        

        
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      Section
        6.06. Resignation
        and Removal of Trustee and the Securities Administrator. 

       

      (a) Each
        of
        the Trustee and the Securities Administrator may at any time resign and be
        discharged from the trust hereby created by giving written notice thereof
        to the
        Trustee or the Securities Administrator, as applicable, 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
        or a successor securities administrator, as applicable, acceptable to any
        NIMS
        Insurer by written instrument, one copy of which instrument shall be delivered
        to the resigning Trustee and the resigning Securities Administrator, as
        applicable, one copy to the successor trustee or successor securities
        administrator, as applicable, and one copy to each of the Master Servicer
        and
        any NIMS Insurer. If no successor trustee or successor securities administrator
        shall have been so appointed and shall have accepted appointment within 30
        days
        after the giving of such notice of resignation, the resigning Trustee or
        resigning Securities Administrator, as applicable, may petition any court
        of
        competent jurisdiction for the appointment of a successor trustee or successor
        securities administrator, as applicable.

       

      (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 or the
        Securities Administrator shall become incapable of acting, or shall be adjudged
        a bankrupt or insolvent, or a receiver of the Trustee or the Securities
        Administrator of its property shall be appointed, or any public officer shall
        take charge or control of the Trustee or the Securities Administrator or
        of
        either of their property or affairs for the purpose of rehabilitation,
        conservation or liquidation, (iii) the Securities Administrator shall fail
        to
        observe or perform in any material respect any of the covenants or agreements
        of
        the Securities Administrator contained in this Agreement, including (A) any
        failure to remit payment to the Trustee on the Deposit Date which failure
        continues unremedied for a period of one Business Day (unless such failure
        to
        remit payment is directly caused by a failure by the Master Servicer to remit
        payments to the Securities Administrator and the Trustee has not terminated
        the
        Master Servicer as a result of such failure to remit, in which case the
        Securities Administrator shall remit payment as promptly as possible, but
        in no
        case later than one Business Day after recovering payment from the Master
        Servicer) and (B) any failure to provide the information, reports, assessments
        or attestations required pursuant to Subsection 9.25(a) or 9.25(b) hereof,
        (iv)
        a tax is imposed or threatened with respect to the Trust Fund by any state
        in
        which the Trustee or the Trust Fund held by the Trustee is located, (v) the
        continued use of the Trustee or Securities Administrator would result in
        a
        downgrading of the rating by any Rating Agency of any Class of Certificates
        with
        a rating, (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 Securities Administrator with a successor Securities Administrator, then
        the
        Depositor, the Master Servicer, the Trustee (with regard to clause (iii)
        only)
        or any NIMS Insurer shall remove the Trustee, the Paying Agent or the Securities
        Administrator, as applicable, and the Depositor shall appoint a successor
        trustee, successor paying agent or successor securities administrator, as
        applicable, acceptable to any NIMS Insurer and the Master Servicer by written
        instrument, one copy of which instrument shall be delivered to the Trustee,
        Paying Agent or Securities Administrator so removed, one copy each to the
        successor trustee, successor paying agent or successor securities administrator,
        as applicable, 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 or Securities Administrator, as applicable, to perform its
        obligations hereunder) may at any time upon 30 days’ written notice to the
        Trustee or the Securities Administrator, as applicable, and to the Depositor
        remove the Trustee or the Securities Administrator, as applicable, 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 or successor securities administrator, as applicable, 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 or the Securities Administrator, as
        applicable, and appointment of a successor trustee or successor securities
        administrator pursuant to any of the provisions of this Section shall become
        effective upon acceptance of appointment by the successor trustee or the
        successor securities administrator, as applicable, as provided in Section
        6.07.

       

      Section
        6.07. Successor
        Trustee and Successor Securities Administrator. 

       

      (a) Any
        successor trustee or successor securities administrator 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
        or predecessor securities administrator, as applicable, an instrument accepting
        such appointment hereunder, and thereupon the resignation or removal of the
        predecessor trustee or predecessor securities administrator, as applicable,
        shall become effective and such successor trustee or successor securities
        administrator, as applicable, 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
        or
        securities administrator, as applicable, herein. A predecessor trustee shall
        deliver to the Trustee or 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 or predecessor securities administrator, as applicable,
        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 or successor securities administrator, as applicable, all
        such
        rights, powers, duties and obligations. 

       

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

       


      
        
          
          

        

        
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      (c) Upon
        acceptance of appointment by a successor trustee or successor securities
        administrator, as applicable, as provided in this Section, the predecessor
        trustee or predecessor securities administrator, as applicable, shall mail
        notice of the succession of such trustee or securities administrator, as
        applicable, 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 or predecessor securities
        administrator, as applicable.

       

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

       

      Section
        6.08. Merger
        or Consolidation of Trustee or the Securities Administrator. 

       

      Any
        Person into which the Trustee or Securities Administrator may be merged or
        with
        which it may be consolidated, or any Person resulting from any merger,
        conversion or consolidation to which the Trustee or Securities Administrator
        shall be a party, or any Persons succeeding to the corporate trust business
        of
        the Trustee or Securities Administrator, shall be the successor to the Trustee
        or Securities Administrator 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, in
        the case of the Trustee, such Person shall be eligible under the provisions
        of
        Section 6.05. As a condition to a succession to the Trustee or the Securities
        Administrator under this Agreement by any Person (i) into which the Trustee
        or
        the Securities Administrator may be merged or consolidated, or (ii) which
        may be
        appointed as a successor to the Trustee or the Securities Administrator,
        the
        Trustee or the Securities Administrator 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
        Securities Administrator 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 Securities Administrator to make Advances
        pursuant to Section 5.04 and 6.14 hereof shall not be affected or assigned
        by
        the appointment of a co-trustee. Notwithstanding the foregoing, no such
        co-custodian or co-trustee shall be vested with any powers, rights and remedies
        under this Agreement unless such party has agreed to comply with all Regulation
        AB requirements set forth under this Agreement or the related Custodial
        Agreement, as applicable. The Trustee shall not be responsible for any action
        or
        omission of any separate trustee, co-trustee or custodian.

       


      
        
          
          

        

        
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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 custodians 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 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 and Securities Administrator. 

       

      The
        Trustee and the Securities Administrator and their respective directors,
        officers, employees and agents shall be entitled to indemnification from
        the
        Trust Fund for any loss, liability or expense incurred in connection with
        any
        legal proceeding or incurred without negligence or willful misconduct on
        their
        part, arising out of, or in connection with, the acceptance or administration
        of
        the trusts created hereunder or in connection with the performance of their
        duties hereunder or under the Swap Agreement, the Interest Rate Cap Agreement,
        the Mortgage Loan Sale Agreement, the Transfer Agreement, the Servicing
        Agreement or the Custodial Agreement, including any applicable fees and expenses
        payable pursuant to Section 6.12 and the costs and expenses of defending
        themselves against any claim in connection with the exercise or performance
        of
        any of their powers or duties hereunder, provided that:

       

      (i) with
        respect to any such claim, the Trustee or the Securities Administrator, as
        applicable, 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 or the Securities Administrator, as applicable, shall
        have knowledge thereof provided
        that the
        failure to provide such prompt written notice shall not affect the Trustee’s or
        Securities Administrator’s right to indemnification hereunder;

       

      (ii) while
        maintaining control over its own defense, the Trustee or the Securities
        Administrator, as applicable, 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 or the Securities
        Administrator, as applicable, 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 fourth 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 or the Securities Administrator,
        as applicable, 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 Securities Administrator, Trustee and Custodian.


       

      The
        Trustee shall be entitled, annually, to the Trustee Fee, which shall be paid
        by
        the Securities Administrator on the first Distribution Date of each Anniversary
        Year. The Custodian shall be entitled to the Custodial Compensation which
        shall
        be paid by the Securities Administrator as invoiced by the Custodian. The
        Securities Administrator shall be entitled to any investment income and earnings
        on the Securities Administration Account (other than any amounts required
        to be
        deducted in respect of the Trustee Fee and the Custodial Compensation as
        provided in Section 4.05(f)). The Trustee and the Securities Administrator
        shall
        be entitled to reimbursement of all reasonable expenses, disbursements and
        advances incurred or made by the Securities Administrator or Trustee, as
        applicable, 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 such party 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 either the Trustee Fee or the Custodial Compensation
        is
        not fully paid from (i) the Securities Administrator’s own funds or (ii)
        investment income and earnings on amounts on deposit in the Securities
        Administration Account, as applicable, 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.
        The
        Custodian shall receive compensation and reimbursement or payment of its
        expenses under the Custodial Agreement as provided therein; provided
        that,
        to the
        extent required under Section 6 or Section 20 of the Custodial Agreement,
        the
        Trustee is hereby authorized to pay such compensation 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 Securities Administrator
        and
        the Trustee, as applicable, 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 Securities Administrator and 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 Securities
        Administrator shall not have timely received amounts to be remitted with
        respect
        to the Mortgage Loans from the Master Servicer, the Securities Administrator
        shall request the Master Servicer to make such distribution as promptly as
        practicable or legally permitted. If the Trustee shall not have timely received
        amounts to be remitted with respect to the Mortgage Loans from the Securities
        Administrator, the Trustee shall request the Securities Administrator to
        make
        such distribution as promptly as practicable or legally permitted. If the
        Securities Administrator or the Trustee shall subsequently receive any such
        amounts, each may withdraw such request, respectively.

       


      
        
          
          

        

        
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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 Securities Administrator
        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
        (xix), (xx) and (xxi) of such Section 4.03(a)) which continues unremedied
        for a
        period of two (2) Business Days after the date upon which written notice
        of such
        failure shall have been given to such Master Servicer by the Trustee or the
        Securities Administrator or to such Master Servicer, the Securities
        Administrator and the Trustee by any NIMS Insurer or 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; 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 the Securities Administrator, or to the Master Servicer,
        the
        Securities Administrator 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

       


      
        
          
          

        

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

       

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

       

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

       

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

       

      (xi) The
        Master Servicer has notice or actual knowledge that the Servicer at any time
        is
        not either a Fannie Mae- or Freddie Mac- approved Seller/Servicer, and the
        Master Servicer has not terminated the rights and obligations of such Servicer
        under the 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, Securities Administrator or any NIMS
        Insurer, any failure of the Master Servicer to remit to the Securities
        Administrator any payment required to be made to the Securities Administrator
        for the benefit of Certificateholders under the terms of this Agreement,
        including any Advance, on any Master Servicer Remittance Date which such
        failure
        continues unremedied for a period of one Business Day after the date upon
        which
        notice of such failure shall have been given to the Master Servicer by the
        Trustee.

       

      If
        an
        Event of Default described in clauses (i) through (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 (with a copy to the Securities Administrator) may, and shall, if
        so
        directed by any NIMS Insurer or the 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 (with a copy to the
        Securities Administrator), 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 Securities
        Administrator and upon receipt of written notice by the Securities Administrator
        from the Trustee 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 Securities Administrator; and, provided,
        further, that
        the
        obligation to make Advances by the Securities Administrator shall be effective
        upon the Trustee’s providing notice of termination to the Master Servicer (with
        a copy to the Securities Administrator) pursuant to this Section 6.14. The
        Securities Administrator 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 and the
        Securities Administrator in effecting the termination of the defaulting Master
        Servicer’s responsibilities and rights hereunder as Master Servicer including,
        without limitation, notifying Servicers of the assignment of the master
        servicing function and providing the Securities Administrator or its designee
        all documents and records in electronic or other form reasonably requested
        by it
        to enable the Securities Administrator or its designee to assume the defaulting
        Master Servicer’s functions hereunder and the transfer to the Securities
        Administrator 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 and the Securities Administrator 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
        Securities Administrator and 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 Securities Administrator to correct
        any
        errors or insufficiencies in the master servicing data or otherwise to enable
        the Securities Administrator 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, and the Securities Administrator
        and the Trustee, as applicable, 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 for
        any
        such expense incurred by the Trust; and provided, further, that the Securities
        Administrator 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, the Trustee, upon a Responsible Officer of
        the
        Trustee becoming aware of the occurrence thereof, shall promptly notify the
        Securities Administrator, any NIMS Insurer, the Swap Counterparty and each
        Rating Agency of the nature and extent of such Event of Default. The Securities
        Administrator shall immediately give written notice to the Master Servicer
        and
        the Trustee upon the Master Servicer’s failure to remit funds to the Securities
        Administrator on the Master Servicer Remittance Date. If any Event of Default
        shall occur of which the Securities Administrator has actual knowledge, the
        Securities Administrator shall notify the Trustee of the nature and extent
        of
        such Event of Default.

       

      (b) On
        and
        after 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
        and within a period of time not to exceed 90 days after the Securities
        Administrator receives written notice from the Trustee pursuant to Section
        6.14(a) or Section 9.28, the Securities Administrator, 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 or the Trustee’s failure to provide information required by this
        Agreement shall not be considered a default by the Securities Administrator
        or
        the Trustee hereunder. In addition, the Securities Administrator 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 Securities Administrator receives written notice from the
        Trustee pursuant to Section 6.14(a) or Section 9.28, as applicable. The
        Securities Administrator shall have no liability relating to the representations
        and warranties of the Master Servicer set forth in Section 9.14. In the
        Securities Administrator’s capacity as such successor, the Securities
        Administrator shall have the same limitations on liability herein granted
        to the
        Master Servicer. As compensation therefor, the Securities Administrator shall
        be
        entitled to receive all compensation payable to the Master Servicer under
        this
        Agreement, including the Master Servicing Fee.

       


      
        
          
          

        

        
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      (c) Notwithstanding
        the above, the Securities Administrator may, if it shall be unwilling to
        continue to so act, or shall, if it is unable to so act, request the Trustee
        to
        appoint, petition a court of competent jurisdiction to appoint, or appoint
        on
        its own behalf any established housing and home finance institution servicer,
        master servicer, servicing or mortgage servicing institution 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; provided,
        the
        appointment of any successor Master Servicer shall be approved by the NIMS
        Insurer. Any entity designated by the Trustee or the Securities Administrator
        as
        a successor master servicer may be an Affiliate of the Trustee or the Securities
        Administrator; provided,
        however,
        that,
        unless such Affiliate meets the net worth requirements and other standards
        set
        forth herein for a successor master servicer, the Trustee or the Securities
        Administrator, 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 or the Securities Administrator
        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, the Securities Administrator 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, the Securities Administrator
        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, the Securities Administrator 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, the Securities
        Administrator 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, the Securities Administrator 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 Securities Administrator
        as
        required by this Agreement or (iv) restrictions imposed by any regulatory
        authority having jurisdiction over the Master Servicer. Neither the Securities
        Administrator 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
        Trustee to deliver, or any delay in delivering cash, documents or records
        to it
        in its possession, or (ii) the failure of Trustee to cooperate as required
        by
        this Agreement.

       

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

       


      
        
          
          

        

        
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      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.

       

      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 Securities Administrator and the
        Certificateholders at their respective addresses appearing on the Certificate
        Register, any NIMS Insurer, the Swap Counterparty and the Cap Counterparty.
        The
        Trustee shall also, within 45 days after the occurrence of any Event of Default
        known to a Responsible Officer of the Trustee, give written notice thereof
        to
        Securities Administrator, any NIMS Insurer and the Certificateholders, unless
        such Event of Default shall have been cured or waived prior to the issuance
        of
        such notice and within such 45-day period.

       

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


       

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

       


      
        
          
          

        

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


       

      In
        the
        event that a Responsible Officer of the Trustee or the Securities Administrator
        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 or the Securities Administrator,
        as
        applicable, shall give notice thereof to the Master Servicer, any NIMS Insurer,
        the Trustee, the Securities Administrator, the Swap Counterparty and the
        Cap
        Counterparty, as applicable.

       

      Section
        6.20. Preparation
        of Tax Returns and Other Reports. 

       

      (a) The
        Securities Administrator 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 Securities
        Administrator shall file federal tax returns, all in accordance with Article
        X
        hereof. If the Securities Administrator determines that a state tax return
        or
        other return is required, then, at its sole expense, the Securities
        Administrator shall prepare and file such 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
        Securities Administrator’s possession). The Securities Administrator shall
        forward copies to the Depositor of all such returns and supplemental tax
        information and such other information within the Securities Administrator’s
        control as the Depositor may reasonably request in writing. The Securities
        Administrator shall furnish to the Trustee, who shall furnish to each
        Certificateholder, such forms and such information within the control of
        the
        Securities Administrator as are required by the Code and the REMIC Provisions
        to
        be furnished to them (other than any Form 1099s). The Master Servicer shall
        indemnify the Securities Administrator and the Trustee for any liability
        of or
        assessment against the Securities Administrator and the Trustee, as applicable,
        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
        Securities Administrator 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 Securities Administrator
        shall also file a Form 8811 as required. The Securities Administrator, upon
        receipt from the IRS of the Notice of Taxpayer Identification Number Assigned,
        shall upon request promptly forward a copy of such notice to the Trustee
        and the
        Depositor. The Trustee shall have no obligation to verify the information
        in any
        Form 8811 or Form SS-4 filing.

       


      
        
          
          

        

        
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      (c) The
        Depositor shall prepare or cause to be prepared the initial current report
        on
        Form 8-K. Thereafter, the Securities Administrator 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 (f) 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 Securities Administrator 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 Securities Administrator 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 Securities Administrator 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 Securities Administrator will have no duty or liability for any failure
        hereunder to determine or prepare any Additional Form 10-D Disclosure, except
        as
        set forth in the next paragraph.

      


      (ii) As
        set
        forth on Exhibit P-1 hereto, within five calendar days after the related
        Distribution Date, (A) certain parties to the Structured Asset Securities
        Corporation Mortgage Loan Trust 2007-WF1 transaction shall be required to
        provide to the Securities Administrator and the Depositor, to the extent
        known
        by a responsible officer thereof, in EDGAR-compatible form (which may be
        Word or
        Excel documents easily convertible to EDGAR format), or in such other form
        as
        otherwise agreed upon by the Securities Administrator and such party, the
        form
        and substance of any Additional Form 10-D Disclosure Notification if applicable,
        and include with such Additional Form 10-D 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 Securities
        Administrator 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 Securities Administrator 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. Within two Business Days, but in no event later than the
        12th
        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 Securities Administrator. If a Form 10-D cannot
        be
        filed on time or if a previously filed Form 10-D needs to be amended, the
        Securities Administrator will follow the procedures set forth in subsection
        (g)(ii) of this Section 6.20. Promptly (but no later than one Business Day)
        after filing with the Commission, the Securities Administrator will make
        available on its internet website a final executed copy of each Form 10-D
        filed
        by the Securities Administrator. Each party to this Agreement acknowledges
        that
        the performance by the Securities Administrator 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 Securities Administrator
        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 Securities Administrator’s inability or
        failure to obtain or receive, on a timely basis, any information from any
        other
        party hereto needed to prepare, arrange for execution or file such Form 10-D,
        not resulting from its own negligence, bad faith or willful
        misconduct.


      
        
          
          

        

        
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      (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 hereby represents to
        the Securities Administrator 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
        Securities Administrator 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 Securities Administrator
        shall be entitled to rely on such representations in preparing, executing
        and/or
        filing any such report.

      


      (e) Reports
        Filed on Form 10-K.

       

      (i) 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 Securities Administrator shall prepare
        and
        file on behalf of the Trust Fund a Form 10-K, in form and substance as required
        by the Exchange Act. Each such Form 10-K shall include the following items,
        in
        each case to the extent they have been delivered to the Securities Administrator
        within the applicable time frames set forth in this Agreement, the Servicing
        Agreement and the Custodial Agreement, (A) an annual compliance statement
        for
        the Servicer, each Additional Servicer and the Master Servicer, as described
        under Section 9.26 hereof and in the 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 Securities
        Administrator (each, a “Reporting Servicer”), as described under Section 9.25(a)
        hereof and in the 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 the Servicing Agreement or
        Custodial Agreement identifies any material instance of noncompliance,
        disclosure identifying such instance of noncompliance, or if any Reporting
        Servicer’s report on assessment of compliance with servicing criteria described
        under Section 9.25(a) hereof or in the Servicing Agreement or the 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 the
        Servicing Agreement and the Custodial Agreement and (II) if any registered
        public accounting firm attestation report described under Section 9.25(b)
        hereof
        or in the 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 Securities
        Administrator 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-WF1 transaction shall be required to provide to the Securities
        Administrator and the Depositor, to the extent known by a responsible officer
        thereof, in EDGAR-compatible form (which may be Word or Excel documents easily
        convertible to EDGAR format), or in such other form as otherwise agreed upon
        by
        the Securities Administrator 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 Securities Administrator 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
        Securities Administrator 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 Securities Administrator 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 4th
        Business Day prior to the 10-K Filing Deadline, a senior officer of the Exchange
        Act Signing Party shall sign the Form 10-K and return an electronic or fax
        copy
        of such signed Form 10-K (with an original executed hard copy to follow by
        overnight mail) to the Securities Administrator. If a Form 10-K cannot be
        filed
        on time or if a previously filed Form 10-K needs to be amended, the Securities
        Administrator will follow the procedures set forth in subsection (g) of this
        Section 6.20. Promptly (but no later than one Business Day) after filing
        with
        the Commission, the Securities Administrator will make available on its internet
        website a final executed copy of each Form 10-K filed by the Securities
        Administrator. The parties to this Agreement acknowledge that the performance
        by
        the Securities Administrator 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
        Securities Administrator 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 Securities
        Administrator’s inability or failure to obtain or receive, on a timely basis,
        any information from any other party hereto needed to prepare, arrange for
        execution or file such Form 10-K, not resulting from its own negligence,
        bad
        faith or willful misconduct.


      
        
          
          

        

        
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      (iv) Each
        Form
        10-K shall include the Sarbanes-Oxley Certification. The Securities
        Administrator, the Paying Agent and, if the Depositor is the Exchange Act
        Signing Party, the Master Servicer, shall, and the Securities Administrator,
        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”), in the form attached hereto as Exhibit
        Q-1 (or, in the case of (x) the Paying Agent, in the form attached as Exhibit
        Q-2 and (y) the Securities Administrator, the form attached hereto as Exhibit
        Q-3), 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 Securities Administrator, 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.

      


      (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.


      
        
          
          

        

        
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      (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 hereby represents to
        the Securities Administrator 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
        Securities Administrator 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 Securities Administrator 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) During
        any year in which the Trust Fund is subject to Exchange Act reporting, within
        four Business Days after the occurrence of an event requiring disclosure
        on Form
        8-K (each such event, a “Reportable Event”), and if requested by the Depositor,
        the Securities Administrator 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 Securities Administrator
        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. 

      


      (ii) As
        set
        forth on Exhibit P-3 hereto, for so long as the Trust Fund is subject to
        the
        Exchange Act reporting requirements, no later than Noon New York City time
        on
        the 2nd Business Day after the occurrence of a Reportable Event (A) certain
        parties to the Structured Asset Securities Corporation Mortgage Loan Trust
        2007-WF1 transaction shall be required to provide to the Securities
        Administrator and the Depositor, to the extent known by a responsible officer
        thereof, in EDGAR-compatible form (which may be Word or Excel documents easily
        convertible to EDGAR format), or in such other form as otherwise agreed upon
        by
        the Securities Administrator 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 Securities Administrator 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
        Securities Administrator in connection with including any Form 8-K Disclosure
        Information on Form 8-K pursuant to this paragraph. 


      
        
          
          

        

        
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      (iii) After
        preparing the Form 8-K, the Securities Administrator shall forward
        electronically, no later than Noon New York City time on the 3rd
        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 4th
        Business
        Day after the Reportable Event, a duly authorized representative 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 Securities Administrator. If a Form 8-K cannot be
        filed
        on time or if a previously filed Form 8-K needs to be amended, the Securities
        Administrator will follow the procedures set forth in subsection (g) of this
        Section 6.20. Promptly (but no later than one Business Day) after filing
        with
        the Commission, the Securities Administrator 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 Securities Administrator 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 Securities Administrator
        shall
        have no liability for any loss, expense, damage, claim arising out of or
        with
        respect to any failure to properly prepare and/or timely file such Form 8-K,
        where such failure results from the Securities Administrator’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.


      


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

       

      (i) On
        or
        before January 30th of the first year in which the Securities Administrator
        is
        able to do so under applicable law, unless otherwise directed by the Depositor,
        the Securities Administrator 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 Securities Administrator notifies the Paying
        Agent that a Form 15 will not be filed.

      


      (ii) In
        the
        event that the Securities Administrator 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 Securities
        Administrator 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 Securities
        Administrator 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 Securities Administrator will notify the Depositor and any applicable
        party and such parties will cooperate to prepare any necessary 8-K/A, 10-D/A
        or
        10-K/A. Any Form 15, Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K
        shall be signed by a 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 Securities Administrator 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 Securities
        Administrator 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 Securities Administrator’s inability or
        failure to obtain or receive, on a timely basis, any information from any
        other
        party hereto needed to prepare, arrange for execution or file such Form 15,
        Form
        12b-25 or any amendments to Forms 8-K, 10-D or 10-K, not resulting from its
        own
        negligence, bad faith or willful misconduct.


      
        
          
          

        

        
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      (h) Any
        party
        that signs any Exchange Act report that the Securities Administrator is required
        to file shall provide to the Securities Administrator 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
        Securities Administrator the original executed signature page for such report.
        In addition, each of the parties agrees to provide to the Securities
        Administrator such additional information related to such party as the
        Securities Administrator 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 Securities
        Administrator, 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 Securities Administrator of
        any
        such change. Any notice delivered pursuant to this Section 6.20 may be by
        fax or
        electronic copy, notwithstanding the notice provisions of Section
        11.07.

      


      Section
        6.21. Reporting
        Requirements of the Commission

       

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

       


      
        
          
          

        

        
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      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 Securities Administrator. 

       

      The
        Securities Administrator 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 engagement of any
        Subcontractor in violation of Section 6.01(l) or any failure by the Securities
        Administrator to deliver any information, report, certification, accountants’
letter or other material when and as required under this Agreement, including
        any report under Sections 6.20 or 9.25(a) or (b).

       


      
        
          
          

        

        
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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
        Securities Administrator pursuant to Section 4.01, and the obligations of
        the
        Master Servicer to the Securities Administrator pursuant to Section 9.10
        and to
        the Securities Administrator and the Trustee pursuant to Sections 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 shall be made by the Bid Holder
        pursuant to Section 7.01(d) below. Upon exercise of such option, the property
        of
        the Trust Fund shall be sold to the Master Servicer at a price (the “Termination
        Price”) equal to the sum of (i) 100% of the unpaid principal balance of each
        Mortgage Loan on the day of such purchase plus interest accrued thereon at
        the
        applicable Mortgage Rate with respect to any Mortgage Loan to the Due Date
        in
        the Collection Period immediately preceding the related Distribution Date
        to the
        date of such repurchase, (ii) the fair market value of any REO Property and
        any
        other property held by any REMIC, such fair market value to be determined
        by an
        independent appraiser or appraisers mutually agreed upon by the Master Servicer,
        any NIMS Insurer and the Trustee (reduced, in the case of REO Property, by
        (1)
        reasonably anticipated disposition costs and (2) any amount by which the
        fair
        market value as so reduced exceeds the outstanding principal balance of the
        related Mortgage Loan plus interest accrued thereon at the applicable Net
        Mortgage Rate to the date of such purchase), (iii) any unreimbursed Servicing
        Advances and (iv) any Swap Termination Payment payable to the Swap Counterparty
        as a result of a termination pursuant to this Section 7.01; provided,
        however, if
        there
        are any NIM Securities outstanding, the Master Servicer may only exercise
        its
        option after receiving the prior written consent of the holders of such NIM
        Securities and, if such consent is given, the Termination Price shall also
        include an amount equal to the sum of (1) any accrued interest on the NIM
        Securities, (2) the unpaid principal balance of any such NIM Securities and
        (3)
        any other reimbursable expenses owed by the issuer of the NIM Securities,
        including any amounts owed to the NIMS Insurer (the “NIM Redemption Amount”).
        The Master Servicer, the Servicer, the Trustee, the Securities Administrator
        and
        the Custodian shall be reimbursed from the Termination Price for any Mortgage
        Loan or related REO Property for any Advances made or other amounts advanced
        with respect to the Mortgage Loans that are reimbursable to any such entity
        under this Agreement, the Servicing Agreement or the Custodial Agreement,
        together with any accrued and unpaid compensation and any other amounts due
        to
        the Master Servicer, the Securities Administrator or the Trustee hereunder
        or
        the Servicer or the Custodian. If any 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)
        such
        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 for any losses, liabilities or expenses arising out of any claims
        directly resulting from 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 (and no amounts are
        owed to
        the NIMS Insurer hereunder or with respect to the NIM Securities), the Master
        Servicer, with the prior written consent of the Seller, which consent shall
        not
        be unreasonably withheld, has the option to purchase all of the Lower Tier
        REMIC
        1 Uncertificated Regular Interests (the “Regular Interest Purchase Option”).
        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”), give written notice
        in the form attached hereto as Exhibit W (the “Call Option Notice”) to each Call
        Option Holder.

       

      (ii) Not
        later
        than three (3) Business Days prior to the related Bid Due Date (as defined
        in
        the paragraph immediately below), 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
        X
        (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 on its behalf. 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 Holders
        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 Trust 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. 

       


      
        
          
          

        

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

       

      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, the Securities Administrator, 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 prepared by the Depositor
        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 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 Sections 5.01 and 5.02. In the case of a Trust
        Fund
        Termination Event, and, after payment of, or provision for any outstanding
        expenses, the Trustee shall distribute or credit, or cause to be distributed
        or
        credited, to the Holders of the Residual Certificates all cash on hand after
        such final payment (other than cash retained to meet claims), and the Trust
        Fund
        (and each REMIC) shall terminate at that time; and

       

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

       

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

       

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

       

      Section
        7.04. Optional
        Repurchase Right.

       

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

       


      
        
          
          

        

        
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      ARTICLE
        VIII


       

      RIGHTS
        OF
        CERTIFICATEHOLDERS

       

      Section
        8.01. Limitation
        on Rights of Holders. 

       

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

       

      (b) No
        Certificateholder, solely by virtue of its status as Certificateholder, shall
        have any right by virtue or by availing of any provision of this Agreement
        to
        institute any suit, action or proceeding in equity or at law upon or under
        or
        with respect to this Agreement, unless such Holder previously shall have
        given
        to the Trustee a written notice of an Event of Default and of the continuance
        thereof, as hereinbefore provided, and unless also the Holders of Certificates
        evidencing not less than 25% of the Class Principal Amount (or 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, the Securities Administrator and the
        Trustee, that no one or more Holders of Certificates shall have any right
        in any
        manner whatever by virtue or by availing of any provision of this Agreement
        to
        affect, disturb or prejudice the rights of the Holders of any other of such
        Certificates or the rights of any NIMS Insurer, or to obtain or seek to obtain
        priority over or preference to any other such Holder or any NIMS Insurer,
        or to
        enforce any right under this Agreement, except in the manner herein provided
        and
        for the benefit of all Certificateholders. For the protection and enforcement
        of
        the provisions of this Section, each and every Certificateholder, any NIMS
        Insurer and the Trustee shall be entitled to such relief as can be given
        either
        at law or in equity.

       


      
        
          
          

        

        
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      Section
        8.02. Access
        to List of Holders. 

       

      (a) If
        the
        Trustee is not acting as Certificate Registrar, the Certificate Registrar
        will
        furnish or cause to be furnished to the Trustee and any NIMS Insurer, within
        fifteen days after receipt by the Certificate Registrar of a request by the
        Trustee or any NIMS Insurer in writing, a list, in such form as the Trustee
        may
        reasonably require, of the names and addresses of the Certificateholders
        of each
        Class as of the most recent Record Date.

       

      (b) If
        any
        NIMS Insurer or three or more Holders or Certificate Owners (hereinafter
        referred to as “Applicants”) apply in writing to the Trustee, and such
        application states that the Applicants desire to communicate with other Holders
        with respect to their rights under this Agreement or under the Certificates
        and
        is accompanied by a copy of the communication which such Applicants propose
        to
        transmit, then the Trustee shall, within five Business Days after the receipt
        of
        such application, afford such Applicants reasonable access during the normal
        business hours of the Trustee to the most recent list of Certificateholders
        held
        by the Trustee or shall, as an alternative, send, at the Applicants’ expense,
        the written communication proffered by the Applicants to all Certificateholders
        at their addresses as they appear in the Certificate Register.

       

      (c) Every
        Holder or Certificate Owner, if the Holder is a Clearing Agency, by receiving
        and holding a Certificate, agrees with the Depositor, the Master Servicer,
        the
        Securities Administrator, any NIMS Insurer, the Certificate Registrar and
        the
        Trustee that neither the Depositor, the Master Servicer, the Securities
        Administrator, any NIMS Insurer, the Certificate Registrar nor the Trustee
        shall
        be held accountable by reason of the disclosure of any such information as
        to
        the names and addresses of the Certificateholders hereunder, regardless of
        the
        source from which such information was derived.

       

      Section
        8.03. Acts
        of Holders of Certificates. 

       

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

       


      
        
          
          

        

        
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      (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
        Securities Administrator, any NIMS Insurer, or the Depositor shall be affected
        by any notice to the contrary.

       

      (d) Any
        request, demand, authorization, direction, notice, consent, waiver or other
        action by the Holder of any Certificate 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.

       


      
        
          
          

        

        
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      ARTICLE
        IX


       

      ADMINISTRATION
        AND SERVICING OF MORTGAGE LOANS; 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, the Servicing Agreement or the Credit Risk Management Agreement
        to
        the contrary, the Master Servicer shall have no duty or obligation to enforce
        the Credit Risk Management Agreement, or to supervise, monitor or oversee
        the
        activities of the Servicer under its Credit Risk Management Agreement with
        respect to any action taken or not taken by the Servicer at the direction
        of the
        Seller or pursuant to a recommendation of the Credit Risk Manager.

       

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

       

      (a) The
        Master Servicer, at its expense, shall maintain in effect a Master Servicer
        Fidelity Bond and a Master Servicer Errors and Omissions Insurance Policy,
        affording coverage with respect to all directors, officers, employees and
        other
        Persons acting on such Master Servicer’s behalf, and covering errors and
        omissions in the performance of the Master Servicer’s obligations hereunder. The
        Master Servicer Errors and Omissions Insurance Policy and the Master Servicer
        Fidelity Bond shall be in such form and amount that would be consistent with
        coverage customarily maintained by master servicers of mortgage loans similar
        to
        the Mortgage Loans and the Master Servicer shall provide the Trustee and
        any
        NIMS Insurer upon request, with a copy of such policy and fidelity bond.
        The
        Master Servicer shall (i) require the Servicer to maintain an Errors and
        Omissions Insurance Policy and the Servicer Fidelity Bond in accordance with
        the
        provisions of the Servicing Agreement, (ii) cause the Servicer to provide
        to the
        Master Servicer certificates evidencing that such policy and bond is in effect
        and to furnish to the Master Servicer any notice of cancellation, non-renewal
        or
        modification of the policy or bond received by it, as and to the extent provided
        in the Servicing Agreement, and (iii) furnish copies of such policies and
        of the
        certificates and notices referred to in clause (ii) to the Trustee upon
        request.

       

      (b) The
        Master Servicer shall promptly report to the Trustee and any NIMS Insurer
        any
        material changes that may occur in the Master Servicer Fidelity Bond or the
        Master Servicer Errors and Omissions Insurance Policy and shall furnish to
        the
        Trustee and any NIMS Insurer, on request, certificates evidencing that such
        bond
        and insurance policy are in full force and effect. The Master Servicer shall
        promptly report to the Trustee and any NIMS Insurer all cases of embezzlement
        or
        fraud, if such events involve funds relating to the Mortgage Loans. The total
        losses, regardless of whether claims are filed with the applicable insurer
        or
        surety, shall be disclosed in such reports together with the amount of such
        losses covered by insurance. If a bond or insurance claim report is filed
        with
        any of such bonding companies or insurers, the Master Servicer shall promptly
        furnish a copy of such report to the Trustee and any NIMS Insurer. Any amounts
        relating to the Mortgage Loans collected by the Master Servicer under any
        such
        bond or policy shall be promptly remitted by the Master Servicer to the Trustee
        for deposit into the Certificate Account. Any amounts relating to the Mortgage
        Loans collected by the Servicer under any such bond or policy shall be remitted
        to the Master Servicer to the extent provided in the Servicing
        Agreement.

       


      
        
          
          

        

        
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      Section
        9.03. Master
        Servicer’s Financial Statements and Related Information. 

       

      For
        each
        year this Agreement is in effect, the Master Servicer shall submit to the
        Trustee, any NIMS Insurer, each Rating Agency and the Depositor a copy of
        its
        annual unaudited financial statements on or prior to March 31 of each year,
        beginning in March 2008. Such financial statements shall include a balance
        sheet, income statement, statement of retained earnings, statement of additional
        paid-in capital, statement of changes in financial position and all related
        notes and schedules and shall be in comparative form, certified by a nationally
        recognized firm of Independent Accountants to the effect that such statements
        were examined and prepared in accordance with generally accepted accounting
        principles applied on a basis consistent with that of the preceding
        year.

       

      Section
        9.04. Power
        to Act; Procedures. 

       

      (a) The
        Master Servicer shall master service the Mortgage Loans and shall have full
        power and authority, subject to the REMIC Provisions and the provisions of
        Article X hereof, and the Servicer shall have full power and authority (to
        the
        extent provided in the Servicing Agreement) to do any and all things that
        it may
        deem necessary or desirable in connection with the servicing and administration
        of the Mortgage Loans, including but not limited to the power and authority
        (i)
        to execute and deliver, on behalf of the Certificateholders and the Trustee,
        customary consents or waivers and other instruments and documents, (ii) to
        consent to transfers of any Mortgaged Property and assumptions of the Mortgage
        Notes and related Mortgages, (iii) to collect any Insurance Proceeds and
        Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion
        of
        the ownership of the Mortgaged Property securing any Mortgage Loan, in each
        case, in accordance with the provisions of this Agreement and the Servicing
        Agreement, as applicable; provided that the Master Servicer shall not take,
        or
        knowingly permit the Servicer to take, any action that is inconsistent with
        or
        prejudices the interests of the Trust Fund or the Certificateholders in any
        Mortgage Loan or the rights and interests of the Depositor, the Trustee,
        the
        Certificateholders under this Agreement. The Master Servicer shall represent
        and
        protect the interests of the Trust Fund in the same manner as it protects
        its
        own interests in mortgage loans in its own portfolio in any claim, proceeding
        or
        litigation regarding a Mortgage Loan and shall not make or knowingly permit
        the
        Servicer to make any modification, waiver or amendment of any term of any
        Mortgage Loan that would cause an Adverse REMIC Event. Without limiting the
        generality of the foregoing, the Master Servicer in its own name or in the
        name
        of the Servicer, and the Servicer, to the extent such authority is delegated
        to
        the Servicer under the Servicing Agreement, is hereby authorized and empowered
        by the Trustee when the Master Servicer or the Servicer, as the case may
        be,
        believes it appropriate in its best judgment and in accordance with Accepted
        Servicing Practices and the Servicing Agreement, to execute and deliver,
        on
        behalf of itself and the Certificateholders, the Trustee or any of them,
        any and
        all instruments of satisfaction or cancellation, or of partial or full release
        or discharge and all other comparable instruments, with respect to the Mortgage
        Loans and with respect to the Mortgaged Properties. The Trustee shall furnish
        to
        the Master Servicer, upon request, with any powers of attorney empowering
        the
        Master Servicer or the Servicer to execute and deliver instruments of
        satisfaction or cancellation, or of partial or full release or discharge,
        and to
        foreclose upon or otherwise liquidate Mortgaged Property, and to appeal,
        prosecute or defend in any court action relating to the Mortgage Loans or
        the
        Mortgaged Property, in accordance with the Servicing Agreement and this
        Agreement, and the Trustee shall execute and deliver such other documents,
        as
        the Master Servicer may request, necessary or appropriate to enable the Master
        Servicer to master service the Mortgage Loans and carry out its duties hereunder
        and to allow the Servicer to service the Mortgage Loans, in each case in
        accordance with Accepted Servicing Practices (and the Trustee shall have
        no
        liability for misuse of any such powers of attorney by the Master Servicer
        or
        the Servicer). If the Master Servicer or the Trustee has been advised that
        it is
        likely that the laws of the state in which action is to be taken prohibit
        such
        action if taken in the name of the Trustee or that the Trustee would be
        adversely affected under the “doing business” or tax laws of such state if such
        action is taken in its name, then upon request of the Trustee the Master
        Servicer shall join with the Trustee in the appointment of a co-trustee pursuant
        to Section 6.09 hereof. In no event shall the Master Servicer, without the
        Trustee’s written consent: (i) initiate any action, suit or proceeding solely
        under the Trustee’s name without indicating the Master Servicer in its
        applicable, representative capacity, so long as the jurisdictional and
        procedural rules will allow for this insertion to occur, (ii) initiate any
        action, suit or proceeding not directly relating to the servicing of a Mortgage
        Loan (including but not limited to actions, suits or proceedings against
        Certificateholders, or against the Depositor, the Seller 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, the Seller 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 the Servicer to, in its discretion (i) waive any late
        payment charge (but not any Prepayment Charges, except as set forth below)
        and
        (ii) extend the due dates for payments due on a Mortgage Note for a period
        of
        not greater than 180 days; provided
        that,
        any
        extension pursuant to this clause (ii) shall not affect the amortization
        schedule of any Mortgage Loan for purposes of any computation hereunder,
        except
        as provided below.  In the event of any such arrangement pursuant to clause
        (ii) above, the Servicer or the Master Servicer pursuant to Section
        5.04(a) shall make timely Advances on such Mortgage Loan during such
        extension and in accordance with the amortization schedule of such Mortgage
        Loan without modification thereof by reason of such arrangements, provided,
        that, subject to Section 5.04(a) the Master Servicer shall not be
        required to make any such Advances that, in its reasonable judgement, would
        not
        be recoverable Advances.  Notwithstanding the foregoing, in the event that
        any Mortgage Loan is in default or, in the judgment of the Servicer pursuant
        to
        the terms of the Servicing Agreement, such default is reasonably foreseeable,
        the Master Servicer, consistent with the standards set forth in this Section
        9.04(b), may permit the Servicer to waive, modify or vary any term of such
        Mortgage Loan (including modifications that would change the Mortgage Rate,
        forgive the payment of principal or interest or extend the final maturity
        date
        of such Mortgage Loan, accept payment from the related Mortgagor of an amount
        less than the Scheduled Principal Balance in final satisfaction of such Mortgage
        Loan (such payment, a “Short Pay-off”) or consent to the postponement of strict
        compliance with any such term or otherwise grant indulgence to any Mortgagor;
        provided
        that,
        in the
        judgment of the Servicer pursuant to the terms of the Servicing Agreement,
        any
        such modification, waiver or amendment could reasonably be expected to result
        in
        collections and other recoveries in respect of such Mortgage Loans in excess
        of
        Net Liquidation Proceeds that would be recovered upon the foreclosure of,
        or
        other realization upon, such Mortgage Loan and provided
        further,
        that
        the NIMS Insurer’s prior written consent shall be required pursuant to the terms
        of the Servicing Agreement, for any modification of a Mortgage Loan (excluding
        for this purpose any waiver or amendment of a Mortgage Loan made pursuant
        to this Servicing Agreement) if the aggregate number of outstanding Mortgage
        Loans which have been modified by the Servicer and have been reported
        to the Credit Risk Manager exceeds 5% of the number of Mortgage Loans
        as of the Cut-off Date. Notwithstanding anything to the contrary in this
        Agreement, the Master Servicer shall not knowingly waive a Prepayment Charge
        due
        on any Mortgage Loan, unless: (i) such Mortgage Loan is in default or default
        by
        the related Mortgagor is, in the reasonable judgment of the Master Servicer
        or
        the Servicer, reasonably foreseeable, and such waiver would maximize
        recovery of total proceeds taking into account the value of such Prepayment
        Charge and the related Mortgage Loan or (ii) if the prepayment is not the
        result
        of a refinancing of the Mortgage Loan by the Servicer or any of its affiliates
        and (a) such waiver is standard and customary in servicing mortgage loans
        similar to the Mortgage Loans, and such waiver would maximize recovery of
        total
        proceeds taking into account the value of such Prepayment Charge and the
        related
        Mortgage Loan, (b) the collection of the Prepayment Charge would be in violation
        of applicable law, (c) the collection of such Prepayment Charge 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 or (d) such
        modification, waiver or amendment would not result in an Adverse REMIC Event.
        

       


      
        
          
          

        

        
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      (c) As
        an
        alternative to permitting a modification or effectuating a foreclosure or
        other
        conversion of the ownership of a Mortgaged Property, the Master Servicer
        may, at
        its option, purchase any Mortgage Loan that has become one hundred and twenty
        (120) days or more delinquent in payment (including, for the avoidance of
        doubt,
        any Mortgage Loan with respect to which the related borrower is in Bankruptcy);
        provided,
        however,
        that
        (i) the Master Servicer promptly notifies the Servicer of its intention to
        purchase any such delinquent Mortgage Loan prior to its purchase and (ii)
        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
        request 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 Servicer’s and Master Servicer’s Obligations. 

       

      (a) The
        Servicing Agreement requires the Servicer to service the Mortgage Loans in
        accordance with the provisions thereof. References in this Agreement to actions
        taken or to be taken by the Master Servicer include actions taken or to be
        taken
        by the Servicer on behalf of the Master Servicer. Any fees and other amounts
        payable to the Servicer shall be deducted from amounts remitted to the Master
        Servicer by the Servicer (to the extent permitted by the Servicing Agreement)
        and shall not be an obligation of the Trust Fund, the Trustee or the Master
        Servicer.

       

      (b) The
        Master Servicer shall not be required to (i) take any action with respect
        to the
        servicing of any Mortgage Loan that the Servicer is not required to take
        under
        the Servicing Agreement and (ii) cause the Servicer to take any action or
        refrain from taking any action if the Servicing Agreement does not require
        the
        Servicer to take such action or refrain from taking such action; in both
        cases
        notwithstanding any provision of this Agreement that requires the Master
        Servicer to take such action or cause the Servicer to take such
        action.

       

      (c) The
        Master Servicer, for the benefit of the Trustee, any NIMS Insurer and the
        Certificateholders, shall enforce the obligations of the Servicer under the
        Servicing Agreement, and shall, in the event that the Servicer fails to perform
        its obligations in accordance therewith, terminate the rights and obligations
        of
        the Servicer thereunder (with the prior consent of the NIMS Insurer) 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
        acceptable to the NIMS Insurer. Such enforcement, including, without limitation,
        the legal prosecution of claims, termination of the Servicing Agreement and
        the
        pursuit of other appropriate remedies, shall be in such form and carried
        out to
        such an extent and at such time as the Master Servicer, in its good faith
        business judgment, would require were it the owner of the related Mortgage
        Loans. The Master Servicer shall pay the costs of such enforcement at its
        own
        expense, and shall be reimbursed therefor initially (i) from a general recovery
        resulting from such enforcement only to the extent, if any, that such recovery
        exceeds all amounts due in respect of the related Mortgage Loans, (ii) from
        a
        specific recovery of costs, expenses or attorneys’ fees against the party
        against whom such enforcement is directed, and then, (iii) to the extent
        that
        such amounts are insufficient to reimburse the Master Servicer for the costs
        of
        such enforcement, from the Collection Account.

       


      
        
          
          

        

        
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      (d) The
        Master Servicer shall be entitled to conclusively rely on any certifications
        or
        other information provided by the Servicer under the terms of the Servicing
        Agreement or relating to Section 9.04(b) of this Agreement, in its preparation
        of any certifications, filings or reports, in accordance with the terms hereof
        or as may be required by applicable law or regulation.

       

      Section
        9.06. Collection
        of Taxes, Assessments and Similar Items. 

       

      (a) To
        the
        extent provided in the Servicing Agreement, the Master Servicer shall cause
        the
        Servicer to establish and maintain one or more custodial accounts at a
        depository institution (which may be a depository institution with which
        the
        Master Servicer or the Servicer establishes accounts in the ordinary course
        of
        its servicing activities), the accounts of which are insured to the maximum
        extent permitted by the FDIC (each, an “Escrow Account”) and to deposit therein
        any collections of amounts received with respect to amounts due for taxes,
        assessments, water rates, standard hazard insurance policy premiums, Payaheads,
        if applicable, or any comparable items for the account of the Mortgagors.
        Withdrawals from any Escrow Account may be made (to the extent amounts have
        been
        escrowed for such purpose) only in accordance with the Servicing Agreement.
        The
        Servicer shall be entitled to all investment income not required to be paid
        to
        Mortgagors on any Escrow Account maintained by the Servicer. The Master Servicer
        shall make (or cause to be made) to the extent provided in the Servicing
        Agreement advances to the extent necessary in order to effect timely payment
        of
        taxes, water rates, assessments, standard hazard insurance policy premiums
        or
        comparable items in connection with the related Mortgage Loan (to the extent
        that the Mortgagor is required, but fails, to pay such items), provided that
        it
        or the Servicer has determined that the funds so advanced are recoverable
        from
        escrow payments, reimbursement pursuant to Section 4.02 or
        otherwise.

       

      (b) Costs
        incurred by the Master Servicer or by the Servicer in effecting the timely
        payment of taxes and assessments on the properties subject to the Mortgage
        Loans
        may be added to the amount owing under the related Mortgage Note where the
        terms
        of the Mortgage Note so permit; provided,
        however,
        that the
        addition of any such cost shall not be taken into account for purposes of
        calculating the distributions to be made to Certificateholders. Such costs,
        to
        the extent that they are unanticipated, extraordinary costs, and not ordinary
        or
        routine costs shall be recoverable as a Servicing Advance by the Master Servicer
        pursuant to Section 4.02.

       

      Section
        9.07. Termination
        of Servicing Agreement; Successor Servicers. 

       

      (a) The
        Master Servicer shall be entitled to terminate the rights and obligations
        of the
        Servicer under the Servicing Agreement in accordance with the terms and
        conditions of the Servicing Agreement and without any limitation by virtue
        of
        this Agreement other than seeking the NIMS Insurer’s consent to such
        termination; provided,
        however,
        that in
        the event of termination of the Servicing Agreement by the Master Servicer,
        the
        Master Servicer shall provide for the servicing of the Mortgage Loans by
        a
        successor Servicer to be appointed as provided in the Servicing Agreement
        and
        with the consent of the NIMS Insurer.

       

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

       


      
        
          
          

        

        
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      (b) If
        the
        Master Servicer acts as a successor Servicer, it will not assume liability
        for
        the representations and warranties of the Servicer, if any, that it replaces.
        The Master Servicer shall use reasonable efforts to have the successor Servicer
        assume liability for the representations and warranties made by the terminated
        Servicer in the 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 Servicing Agreement and to reimburse
        the successor Servicer for unreimbursed Advances if required by the Servicing
        Agreement but will have no obligation to make an Advance if it determines
        in its
        reasonable judgment that such Advance is non-recoverable. To the extent that
        the
        Master Servicer is unable to find a successor Servicer that is willing to
        service the Mortgage Loans for the Servicing Fee because of the obligation
        of
        the Servicer to make Advances regardless of whether such Advance is recoverable,
        the Servicing Agreement may be amended to provide that the successor Servicer
        shall have no obligation to make an Advance if it determines in its reasonable
        judgment that such Advance is non-recoverable and provides an Officer’s
        Certificate to such effect to the Master Servicer, the Trustee and any NIMS
        Insurer.

       

      Section
        9.08. Master
        Servicer Liable for Enforcement. 

       

      Notwithstanding
        anything contained in the Servicing Agreement to the contrary, the Master
        Servicer shall remain obligated and liable to the Trustee and the
        Certificateholders in accordance with the provisions of this Agreement, to
        the
        extent of its obligations hereunder, without diminution of such obligation
        or
        liability by virtue of the Servicing Agreement. The Master Servicer shall
        use
        commercially reasonable efforts to ensure that the Mortgage Loans are serviced
        in accordance with the provisions of this Agreement and shall use commercially
        reasonable efforts to enforce the provisions of the Servicing Agreement for
        the
        benefit of the Certificateholders and any NIMS Insurer. The Master Servicer
        shall be entitled to enter into any agreement with the Servicer for
        indemnification of the Master Servicer and nothing contained in this Agreement
        shall be deemed to limit or modify such indemnification. Except as expressly
        set
        forth herein, the Master Servicer shall have no liability under this Agreement
        or otherwise to any party for the acts or omissions of the Servicer in the
        performance by the Servicer of its obligations under the Servicing Agreement.
        The parties to this Agreement hereby agree and any third party beneficiaries
        to
        this Agreement shall be deemed to have agreed that, notwithstanding anything
        in
        this Agreement or any other agreement relating to the Mortgage Loans to the
        contrary, the Master Servicer shall not be under any liability under this
        Agreement or otherwise to any party for any acts or omissions of the Servicer
        or
        for information the Servicer has provided or has been required to provide
        to the
        Master Servicer relating to Section 9.04(b).

       

      Section
        9.09. No
        Contractual Relationship Between the Servicer and Trustee or Depositor.


       


      
        
          
          

        

        
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      The
        Servicing Agreement that may be entered into and any other transactions or
        services relating to the Mortgage Loans involving the Servicer in its capacity
        as such and not as an originator shall be deemed to be between the Servicer,
        the
        Seller and the Master Servicer, and the Trustee, any NIMS Insurer and the
        Depositor shall not be deemed parties thereto and shall have no obligations,
        duties or liabilities with respect to the Servicer except as set forth in
        Section 9.10 hereof, but shall have rights thereunder as third party
        beneficiaries. It is furthermore understood and agreed by the parties hereto
        that the obligations of the Servicer are set forth in their entirety in the
        Servicing Agreement and the Servicer has no obligations under and is not
        otherwise bound by the terms of this Agreement.

       

      Section
        9.10. Assumption
        of Servicing Agreement by Securities Administrator. 

       

      (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 Securities Administrator receives
        written notice from the Trustee pursuant to Section 6.14 or Section 9.28,
        as
        applicable, the Securities Administrator shall thereupon assume all of the
        rights and obligations of such Master Servicer hereunder and under the Servicing
        Agreement entered into with respect to the Mortgage Loans. The Securities
        Administrator, its designee or any successor master servicer appointed by
        the
        Securities Administrator shall be deemed to have assumed all of the Master
        Servicer’s interest herein and therein to the same extent as if the Servicing
        Agreement had been assigned to the assuming party, except that the Master
        Servicer shall not thereby be relieved of any liability or obligations of
        the
        Master Servicer under the Servicing Agreement accruing prior to its replacement
        as Master Servicer, and shall be liable to the Securities Administrator and
        any
        NIMS Insurer, and hereby agrees to indemnify and hold harmless the Securities
        Administrator and any NIMS Insurer from and against all costs, damages, expenses
        and liabilities (including reasonable attorneys’ fees) incurred by the
        Securities Administrator or any NIMS Insurer as a result of such liability
        or
        obligations of the Master Servicer and in connection with the Securities
        Administrator’s assumption (but not its performance, except to the extent that
        costs or liability of the Securities Administrator 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.

       

      (b) The
        Master Servicer that has been terminated shall, upon request of the Securities
        Administrator but at the expense of such Master Servicer, deliver to the
        assuming party all documents and records relating to the 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 the Servicing Agreement to the assuming party.

       

      Section
        9.11. Due-on-Sale
        Clauses; Assumption Agreements. 

       

      To
        the
        extent provided in the Servicing Agreement, to the extent Mortgage Loans
        contain
        enforceable due-on-sale clauses, the Master Servicer shall cause the Servicer
        to
        enforce such clauses in accordance with the Servicing Agreement. If applicable
        law prohibits the enforcement of a due-on-sale clause or such clause is
        otherwise not enforced in accordance with the Servicing Agreement, and, as
        a
        consequence, a Mortgage Loan is assumed, the original Mortgagor may be released
        from liability in accordance with the Servicing Agreement.

       


      
        
          
          

        

        
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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 Servicer to, promptly notify the Trustee (or the Custodian)
        and the Securities Administrator by a certification (which certification
        shall
        include a statement to the effect that all amounts received in connection
        with
        such payment that are required to be deposited in the Collection Account
        maintained by the Master Servicer pursuant to Section 4.01 have been or will
        be
        so deposited) of a Servicing Officer and shall request (on the form attached
        hereto as Exhibit C or on the form attached to the Custodial Agreement) the
        Trustee or the Custodian, to deliver to the Servicer the related Mortgage
        File.
        Upon receipt of such certification and request, the Trustee or the Custodian
        (with the consent, and at the direction of the Trustee), shall promptly release
        the related Mortgage File to the Servicer and neither the Trustee nor the
        Custodian shall have any further responsibility with regard to such Mortgage
        File. Upon any such payment in full, the Master Servicer is authorized, and
        the
        Servicer, to the extent such authority is provided for under the Servicing
        Agreement, is authorized, to give, as agent for the Trustee, as the mortgagee
        under the Mortgage that secured the Mortgage Loan, an instrument of satisfaction
        (or assignment of mortgage without recourse) regarding the Mortgaged Property
        subject to the Mortgage, which instrument of satisfaction or assignment,
        as the
        case may be, shall be delivered to the Person or Persons entitled thereto
        against receipt therefor of such payment, it being understood and agreed
        that no
        expenses incurred in connection with such instrument of satisfaction or
        assignment, as the case may be, shall be chargeable to the Collection
        Account.

       

      (b) From
        time
        to time and as appropriate for the servicing or foreclosure of any Mortgage
        Loan
        and in accordance with Accepted Servicing Practices and the Servicing Agreement,
        the Trustee shall execute such documents as shall be prepared and furnished
        to
        the Trustee by the Master Servicer, or by the Servicer (in form reasonably
        acceptable to the Trustee) and as are necessary to the prosecution of any
        such
        proceedings. The Trustee or the Custodian, shall, upon request of the Master
        Servicer, or of the Servicer, and delivery to the Trustee or the Custodian,
        of a
        request for release of documents and a receipt signed by a Servicing Officer
        substantially in the form of Exhibit C, release the related Mortgage File
        held
        in its possession or control to the Master Servicer (or the Servicer). Such
        receipt shall obligate the Master Servicer or Servicer to return the Mortgage
        File to the Trustee or the Custodian, as applicable, when the need therefor
        by
        the Master Servicer or Servicer no longer exists unless the Mortgage Loan
        shall
        be liquidated, in which case, upon receipt of a certificate of a Servicing
        Officer similar to that hereinabove specified, the receipt shall be released
        by
        the Trustee or the Custodian, as applicable, to the Master Servicer (or the
        Servicer).

       

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

       

      (a) The
        Master Servicer shall transmit, or cause the Servicer to transmit, to the
        Trustee such documents and instruments coming into the possession of the
        Master
        Servicer or the Servicer from time to time as are required by the terms hereof
        or of the Servicing Agreement to be delivered to the Trustee or the Custodian.
        Any funds received by the Master Servicer or by the Servicer in respect of
        any
        Mortgage Loan or which otherwise are collected by the Master Servicer or
        the
        Servicer as Liquidation Proceeds or Insurance Proceeds in respect of any
        Mortgage Loan shall be held for the benefit of the Trustee and the
        Certificateholders subject to the Master Servicer’s right to retain or withdraw
        from the Collection Account the Master Servicing Fee and other amounts provided
        in this Agreement and to the right of the Servicer to retain its Servicing
        Fee
        and other amounts as provided in the Servicing Agreement. The Master Servicer
        shall, and shall (to the extent provided in the Servicing Agreement) cause
        the
        Servicer to, provide access to information and documentation regarding the
        Mortgage Loans to the Trustee, any NIMS Insurer, their respective agents
        and
        accountants at any time upon reasonable request and during normal business
        hours, and to Certificateholders that are savings and loan associations,
        banks
        or insurance companies, the Office of Thrift Supervision, the FDIC and the
        supervisory agents and examiners of such Office and Corporation or examiners
        of
        any other federal or state banking or insurance regulatory authority if so
        required by applicable regulations of the Office of Thrift Supervision or
        other
        regulatory authority, such access to be afforded without charge but only
        upon
        reasonable request in writing and during normal business hours at the offices
        of
        the Master Servicer designated by it. In fulfilling such a request the Master
        Servicer shall not be responsible for determining the sufficiency of such
        information.

       


      
        
          
          

        

        
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      (b) All
        Mortgage Files and funds collected or held by, or under the control of, the
        Master Servicer, or the Servicer, in respect of any Mortgage Loans, whether
        from
        the collection of principal and interest payments or from Liquidation Proceeds
        or Insurance Proceeds, shall be held by the Master Servicer, or by the Servicer,
        for and on behalf of the Trustee and the Certificateholders and shall be
        and
        remain the sole and exclusive property of the Trustee; provided,
        however,
        that the
        Master Servicer and the Servicer shall be entitled to setoff against, and
        deduct
        from, any such funds any amounts that are properly due and payable to the
        Master
        Servicer or the Servicer under this Agreement or the Servicing Agreement
        and
        shall be authorized to remit such funds to the Securities Administrator in
        accordance with this Agreement.

       

      (c) The
        Master Servicer hereby acknowledges that concurrently with the execution
        of this
        Agreement, the Trustee shall own or, to the extent that a court of competent
        jurisdiction shall deem the conveyance of the Mortgage Loans from the Seller
        to
        the Depositor not to constitute a sale, the Trustee shall have a security
        interest in the Mortgage Loans and in all Mortgage Files representing such
        Mortgage Loans and in all funds and investment property now or hereafter
        held
        by, or under the control of, the Servicer or the Master Servicer that are
        collected by the Servicer or the Master Servicer in connection with the Mortgage
        Loans, whether as scheduled installments of principal and interest or as
        full or
        partial prepayments of principal or interest or as Liquidation Proceeds or
        Insurance Proceeds or otherwise, and in all proceeds of the foregoing and
        proceeds of proceeds (but excluding any fee or other amounts to which the
        Servicer is entitled under the Servicing Agreement, or the Master Servicer
        or
        the Depositor is entitled to hereunder); and the Master Servicer agrees that
        so
        long as the Mortgage Loans are assigned to and held by the Trustee or the
        Custodian, all documents or instruments constituting part of the Mortgage
        Files,
        and such funds relating to the Mortgage Loans which come into the possession
        or
        custody of, or which are subject to the control of, the Master Servicer or
        the
        Servicer shall be held by the Master Servicer or the Servicer for and on
        behalf
        of the Trustee as the Trustee’s agent and bailee for purposes of perfecting the
        Trustee’s security interest therein as provided by the applicable Uniform
        Commercial Code or other applicable laws.

       


      
        
          
          

        

        
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      (d) The
        Master Servicer agrees that it shall not, and shall not authorize the Servicer
        to, create, incur or subject any Mortgage Loans, or any funds that are deposited
        in any Custodial Account, Escrow Account or the Collection Account, or any
        funds
        that otherwise are or may become due or payable to the Trustee, to any claim,
        lien, security interest, judgment, levy, writ of attachment or other
        encumbrance, nor assert by legal action or otherwise any claim or right of
        setoff against any Mortgage Loan or any funds collected on, or in connection
        with, a Mortgage Loan.

       

      Section
        9.14. Representations
        and Warranties of the Master Servicer. 

       

      (a) The
        Master Servicer hereby represents and warrants to the Depositor, any NIMS
        Insurer, the Securities Administrator 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
        formation, and as Master Servicer has full power and authority to transact
        any
        and all business contemplated by this Agreement and to execute, deliver and
        comply with its obligations under the terms of this Agreement, the execution,
        delivery and performance of which have been duly authorized by all necessary
        company action on the part of the Master Servicer;

       

      (ii) the
        execution and delivery of this Agreement by the Master Servicer and its
        performance and compliance with the terms of this Agreement will not (A)
        violate
        the Master Servicer’s certificate of formation or limited liability company
        agreement, (B) violate any law or regulation or any administrative decree
        or
        order to which it is subject or (C) constitute a default (or an event which,
        with notice or lapse of time, or both, would constitute a default) under,
        or
        result in the breach of, any material contract, agreement or other instrument
        to
        which the Master Servicer is a party or by which it is bound or to which
        any of
        its assets are subject, which violation, default or breach would materially
        and
        adversely affect the Master Servicer’s ability to perform its obligations under
        this Agreement;

       

      (iii) this
        Agreement constitutes, assuming due authorization, execution and delivery
        hereof
        by the other respective parties hereto, a legal, valid and binding obligation
        of
        the Master Servicer, enforceable against it in accordance with the terms
        hereof,
        except as such enforcement may be limited by bankruptcy, insolvency,
        reorganization, moratorium and other laws affecting the enforcement of
        creditors’ rights in general, and by general equity principles (regardless of
        whether such enforcement is considered in a proceeding in equity or at
        law);

       

      (iv) the
        Master Servicer is not in default with respect to any order or decree of
        any
        court or any order or regulation of any federal, state, municipal or
        governmental agency to the extent that any such default would materially
        and
        adversely affect its performance hereunder;

       

      (v) the
        Master Servicer is not a party to or bound by any agreement or instrument
        or
        subject to any certificate of formation or limited liability company agreement
        provision or any other company restriction or any judgment, order, writ,
        injunction, decree, law or regulation that may materially and adversely affect
        its ability as Master Servicer to perform its obligations under this Agreement
        or that requires the consent of any third person to the execution of this
        Agreement or the performance by the Master Servicer of its obligations under
        this Agreement; 

       


      
        
          
          

        

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

       


      
        
          
          

        

        
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      Pursuant
        to Section 4.01, any amounts collected by the Master Servicer, or by the
        Servicer, under any insurance policies maintained pursuant to this Section
        9.16
        or the Servicing Agreement (other than amounts to be applied to the restoration
        or repair of the property subject to the related Mortgage or released to
        the
        Mortgagor in accordance with the Servicing Agreement) shall be deposited
        into
        the Collection Account, subject to withdrawal pursuant to Section 4.02. Any
        cost
        incurred by the Master Servicer or the Servicer in maintaining any such
        insurance if the Mortgagor defaults in its obligation to do so shall be added
        to
        the amount owing under the Mortgage Loan where the terms of the Mortgage
        Loan so
        permit; provided,
        however,
        that the
        addition of any such cost shall not be taken into account for purposes of
        calculating the distributions to be made to Certificateholders and shall
        be
        recoverable by the Master Servicer or the Servicer pursuant to Section
        4.02.

       

      Section
        9.17. Presentment
        of Claims and Collection of Proceeds. 

       

      The
        Master Servicer shall cause the Servicer (to the extent provided in the
        Servicing Agreement) to, prepare and present on behalf of the Trustee and
        the
        Certificateholders all claims under the Insurance Policies with respect to
        the
        Mortgage Loans, and take such actions (including the negotiation, settlement,
        compromise or enforcement of the insured’s claim) as shall be necessary to
        realize recovery under such policies. Any proceeds disbursed to the Master
        Servicer (or disbursed to the Servicer and remitted to the Master Servicer)
        in
        respect of such policies or bonds shall be promptly deposited in the Collection
        Account or the Custodial Account upon receipt, except that any amounts realized
        that are to be applied to the repair or restoration of the related Mortgaged
        Property as a condition requisite to the presentation of claims on the related
        Mortgage Loan to the insurer under any applicable Insurance Policy need not
        be
        so deposited (or remitted).

       

      Section
        9.18. Maintenance
        of the Primary Mortgage Insurance Policies. 

       

      (a) The
        Master Servicer shall cause Wells Fargo Bank, N.A. to remit insurance premiums
        relating to existing lender-paid Primary Mortgage Insurance Policies acquired
        by
        Wells Fargo Bank, N.A. prior to the Closing Date. The Master Servicer shall
        not
        take, or knowingly permit the Servicer (consistent with the Servicing Agreement)
        to take, any action that would result in noncoverage under any applicable
        Primary Mortgage Insurance Policy of any loss which, but for the actions
        of such
        Master Servicer or the Servicer, would have been covered thereunder. The
        Master
        Servicer shall not, and shall not knowingly permit the Servicer to, cancel
        or
        refuse to renew any such Primary Mortgage Insurance Policy that is in effect
        at
        the date of the initial issuance of the Certificates and is required to be
        kept
        in force hereunder except in accordance with the provisions of this Agreement
        and the Servicing Agreement, as applicable.

       

      (b) The
        Master Servicer agrees, to the extent provided in the Servicing Agreement,
        to
        cause the Servicer to present, on behalf of the Trustee and the
        Certificateholders, claims to the insurer under any Primary Mortgage Insurance
        Policies and, in this regard, to take such reasonable action as shall be
        necessary to permit recovery under any Primary Mortgage Insurance Policies
        respecting defaulted Mortgage Loans. Pursuant to Section 4.01, any amounts
        collected by the Master Servicer or the Servicer under any Primary Mortgage
        Insurance Policies shall be deposited in the Collection Account, subject
        to
        withdrawal pursuant to Section 4.02.

       


      
        
          
          

        

        
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      Section
        9.19. Trustee
        To Retain Possession of Certain Insurance Policies and Documents.


       

      The
        Trustee (or the Custodian on behalf of the Trustee) shall retain possession
        and
        custody of the originals of the Primary Mortgage Insurance Policies or
        certificate of insurance if applicable and any certificates of renewal as
        to the
        foregoing as may be issued from time to time as contemplated by this Agreement.
        Until all amounts distributable in respect of the Certificates have been
        distributed in full and the Master Servicer otherwise has fulfilled its
        obligations under this Agreement, the Trustee (or the Custodian) shall also
        retain possession and custody of each Mortgage File in accordance with and
        subject to the terms and conditions of this Agreement. The Master Servicer
        shall
        promptly deliver or cause the Servicer to deliver to the Trustee (or the
        Custodian), upon the execution or receipt thereof the originals of the Primary
        Mortgage Insurance Policies and any certificates of renewal thereof, and
        such
        other documents or instruments that constitute portions of the Mortgage File
        that come into the possession of the Master Servicer or the Servicer from
        time
        to time.

       

      Section
        9.20. [Reserved]
        

       

      Section
        9.21. Compensation
        to the Master Servicer. 

       

      The
        Master Servicer shall be entitled to withdraw from the Collection Account,
        subject to Section 5.05, the Master Servicing Fee to the extent permitted
        by
        Section 4.02. Servicing compensation in the form of assumption fees, if any,
        late payment charges, as collected, if any, or otherwise (but not including
        any
        Prepayment Charges) shall be retained by the Master Servicer (or the Servicer)
        and shall not be deposited in the Collection Account. If the Master Servicer
        does not retain or withdraw the Master Servicing Fee from the Collection
        Account
        as provided herein, the Master Servicer shall be entitled to direct the Trustee
        to pay the Master Servicing Fee to such Master Servicer by withdrawal from
        the
        Certificate Account to the extent that payments have been received with respect
        to the applicable Mortgage Loan. The Master Servicer shall be required to
        pay
        all expenses incurred by it in connection with its activities hereunder and
        shall not be entitled to reimbursement therefor except as provided in this
        Agreement. Pursuant to Sections 4.01(e) and 4.04(c), all income and gain
        realized from any investment of funds in the Collection Account and Certificate
        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 Servicer, to
        the
        extent provided in the Servicing Agreement any REO Property as expeditiously
        as
        possible and in accordance with the provisions of this Agreement and the
        Servicing Agreement, as applicable, but in all events within the time period,
        and subject to the conditions set forth in Article X hereof. Pursuant to
        its
        efforts to sell such REO Property, the Master Servicer shall protect and
        conserve, or cause the Servicer to protect and conserve, such REO Property
        in
        the manner and to such extent required by the Servicing Agreement, subject
        to
        Article X hereof.

       


      
        
          
          

        

        
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      (b) The
        Master Servicer shall deposit or cause to be deposited all funds collected
        and
        received by it, or recovered from the Servicer, in connection with the operation
        of any REO Property in the Collection Account.

       

      (c) The
        Master Servicer and the Servicer, upon the final disposition of any REO
        Property, shall be entitled to reimbursement for any related unreimbursed
        Advances and other unreimbursed advances as well as any unpaid Master Servicing
        Fees or Servicing Fees from Liquidation Proceeds received in connection with
        the
        final disposition of such REO Property; provided,
        that
        (without
        limitation of any other right of reimbursement that the Master Servicer or
        the
        Servicer shall have hereunder) any such unreimbursed Advances as well as
        any
        unpaid Net Master Servicing Fees or Servicing Fees may be reimbursed or paid,
        as
        the case may be, prior to final disposition, out of any net rental income
        or
        other net amounts derived from such REO Property.

       

      (d) The
        Liquidation Proceeds from the final disposition of the REO Property, net
        of any
        payment to the Master Servicer and the Servicer as provided above, shall
        be
        deposited in the Collection Account on or prior to the Determination Date
        in the
        month following receipt thereof and be remitted by wire transfer in immediately
        available funds on the next succeeding Master Servicer Remittance Date to
        the
        Securities Administrator for
        deposit into the Securities Administration Account.

       

      Section
        9.23. Notices
        to the Depositor and the Securities Administrator 

       

      (a) The
        Master Servicer shall promptly notify the Securities Administrator 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 to the
        Master
        Servicer.

       

      (b) Not
        later
        than four Business Days prior to the Distribution Date of each month, the
        Master
        Servicer shall provide to the Securities Administrator, the Sponsor, any
        NIMS
        Insurer and the Depositor notice of the occurrence of any material
        modifications, extensions or waivers of terms, fees, penalties or payments
        relating to the Mortgage Loans during the related Collection Period or that
        have
        cumulatively become material over time (Item 1121(a)(11) of Regulation AB)
        along
        with all information, data, and materials related thereto as may be required
        to
        be included in the related Distribution Report on Form 10-D. The parties
        to this
        Agreement acknowledge that the performance by the Master Servicer of its
        duties
        under this Section 9.23(b) related to the timely preparation and delivery
        of
        such information is contingent upon the Servicer strictly observing all
        requirements and deadlines in the performance of their duties under the
        Servicing Agreement. The Master Servicer shall have no liability for any
        loss,
        expense, damage or claim arising out of or with respect to any failure to
        properly prepare and/or timely deliver all such information where such failure
        results from the Master Servicer’s inability or failure to obtain or receive, on
        a timely basis, any information from the Servicer needed to prepare or deliver
        such information, which failure does not result from the Master Servicer’s own
        negligence, bad faith or willful misconduct.

       


      
        
          
          

        

        
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      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, the Securities Administrator and any NIMS
        Insurer a statement, deemed to have been certified by a Servicing Officer,
        setting forth the status of the Collection Account maintained by the Master
        Servicer as of the close of business on the related Distribution Date,
        indicating that all distributions required by this Agreement to be made by
        the
        Master Servicer have been made (or if any required distribution has not been
        made by the Master Servicer, specifying the nature and status thereof) and
        showing, for the period covered by such statement, the aggregate of deposits
        into and withdrawals from the Collection Account maintained by the Master
        Servicer. Copies of such statement shall be provided by the Master Servicer,
        upon request, to the Depositor, Attention: Contract Finance, any NIMS Insurer
        and any Certificateholders (or by the Trustee at the Master Servicer’s expense
        if the Master Servicer shall fail to provide such copies to the
        Certificateholders (unless (i) the Master Servicer shall have failed to provide
        the Trustee with such statement or (ii) the Trustee shall be unaware of the
        Master Servicer’s failure to provide such statement)).

       

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

       

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

       

      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, the Paying Agent and the Securities Administrator, 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, any NIMS Insurer and the Securities
        Administrator, 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.

       


      
        
          
          

        

        
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      (ii) When
        the
        Master Servicer, the Credit Risk Manager, the Paying Agent and the Securities
        Administrator (or any Servicing Function Participant engaged by such party)
        submit their assessments to the Securities Administrator, 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 Securities Administrator what Relevant Servicing Criteria
        will be addressed in any such reports prepared by any such Servicing Function
        Participant.

       

      (iii) Promptly
        after receipt of each report on assessment of compliance, the Securities
        Administrator shall confirm that the assessments, taken as a whole, address
        all
        applicable Servicing Criteria and taken individually address the Relevant
        Servicing Criteria (and disclose the inapplicability of the Servicing Criteria
        not determined to be Relevant Criteria) for each party as set forth on Exhibit
        S
        and on any similar exhibit set forth in the Servicing Agreement in respect
        of
        the Servicer, and the Custodial Agreement in respect of the Custodian, and
        shall
        notify the Depositor of any exceptions.

       

      (b) Attestation
        Reports

       

      (i) By
        March
        15 of each year, commencing in March 2008, the Master Servicer, the Credit
        Risk
        Manager, the Paying Agent and the Securities Administrator, 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 Securities Administrator,
        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, the Securities Administrator and any NIMS Insurer, 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.

       

      (ii) Promptly
        after receipt of such report from the Master Servicer, the Credit Risk Manager,
        the Paying Agent, the Securities Administrator or any Servicing Function
        Participant engaged by such parties, the Securities Administrator shall confirm
        that each assessment submitted pursuant subsection (a) of this Section 9.25
        is
        coupled with an attestation meeting the requirements of this Section and
        notify
        the Depositor of any exceptions.

       


      
        
          
          

        

        
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      (iii) The
        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. Notwithstanding the foregoing, after
        the
        occurrence of such event, and provided that the Depositor is not otherwise
        provided with such reports or copies of such reports, the Paying Agent shall
        be
        obligated to provide a copy of such reports, by March 15 of each year, to
        the
        Depositor.

       

      Section
        9.26. Annual
        Statement of Compliance with Applicable Servicing Criteria. 

       

      The
        Master Servicer shall deliver (and the Master Servicer shall cause any
        Additional Servicer engaged by it to deliver) to the Sponsor, the Depositor,
        the
        Trustee, the Securities Administrator and any NIMS Insurer on or before March
        15
        of each year, commencing in March 2008, an Officer’s Certificate stating, as to
        the signer thereof, that (A) a review of such party’s activities during the
        preceding calendar year or portion thereof and of such party’s performance under
        this Agreement, or such other applicable agreement in the case of an Additional
        Servicer, has been made under such officer’s supervision and (B) to the best of
        such officer’s knowledge, based on such review, such party has fulfilled all its
        obligations under this Agreement, or such other applicable agreement in the
        case
        of an Additional Servicer, in all material respects throughout such year
        or
        portion thereof, or, if there has been a failure to fulfill any such obligation
        in any material respect, specifying each such failure known to such officer
        and
        the nature and status thereof.

       

      Section
        9.27. Merger
        or Consolidation. 

       

      Any
        Person into which the Master Servicer may be merged or consolidated, or any
        Person resulting from any merger, conversion, other change in form or
        consolidation to which the Master Servicer shall be a party, or any Person
        succeeding to the business of the Master Servicer, shall be the successor
        to the
        Master Servicer hereunder, without the execution or filing of any paper or
        any
        further act on the part of any of the parties hereto, anything herein to
        the
        contrary notwithstanding; provided,
        however,
        that the
        successor or resulting Person to the Master Servicer shall be a Person that
        shall be qualified and approved to service mortgage loans for 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 the Securities Administrator shall have assumed, or a successor
        master servicer acceptable to any NIMS Insurer and the Securities Administrator
        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, the Securities Administrator and
        any
        NIMS Insurer.

       


      
        
          
          

        

        
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      Section
        9.29. Assignment
        or Delegation of Duties by the Master Servicer. 

       

      (a) Except
        as
        expressly provided herein, the Master Servicer shall not assign or transfer
        any
        of its rights, benefits or privileges hereunder to any other Person, or delegate
        to or subcontract with, or authorize or appoint any 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, the Securities Administrator 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.

       

      (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 (i) giving notice to the
        Securities Administrator, the NIMS Insurer and the Depositor and (ii) 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.

       


      
        
          
          

        

        
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      (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.

       

      The
        Master Servicer shall not be liable for any acts or omissions of the Servicer.
        In particular, the Master Servicer shall not be liable for any course of
        action
        taken by the Servicer with respect to loss mitigation of defaulted Mortgage
        Loans at the direction of the Credit Risk Manager or the Seller pursuant
        to the
        Credit Risk Management Agreement. Further, the Master Servicer shall not
        be
        liable for performance by the Servicer under the Credit Risk Management
        Agreement. The
        parties to this Agreement hereby agree and any third party beneficiaries
        to this
Agreement,
        including any NIMS Insurer, 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 NIMS Insurer for any losses, liabilities or expenses incurred in connection
        with any Mortgage
        Loan for which any consent or other authorization is required of the NIMS
        Insurer (whether
        or not granted by the NIMS Insurer) under this Agreement or the Servicing
        Agreement.

       

      Section
        9.31. Indemnification;
        Third-Party Claims. 

       

      The
        Master Servicer agrees to indemnify the Depositor, the Sponsor, the Trustee
        and
        the Securities Administrator and their respective officers, directors,
        agents and affiliates, and hold each of them harmless against any and all
        claims, losses, penalties, fines, forfeitures, reasonable legal fees and
        related
        costs, judgments, and any other costs, liability, fees and expenses that
        the
        Depositor, the Sponsor, the Trustee or the Securities Administrator may sustain
        arising out of or based upon (a) any material breach by the Master Servicer
        of
        any of its obligations hereunder, including particularly its obligations
        to
        provide any 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, (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 the Securities
        Administrator 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 the Securities Administrator to
        indemnification hereunder, whereupon the Master Servicer shall assume the
        defense of any such claim and pay all expenses in connection therewith,
        including counsel fees, and promptly pay, discharge and satisfy any judgment
        or
        decree which may be entered against it or them in respect of such claim.
        This
        indemnification shall survive the termination of this Agreement or the
        termination of the Master Servicer as a party to this Agreement.

       


      
        
          
          

        

        
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      Section
        9.32. Special
        Servicing of Delinquent Mortgage Loans. 

       

      If
        permitted under the terms of the Servicing Agreement, the Seller may appoint,
        pursuant to the terms of the Servicing Agreement and with the written consent
        of
        the Depositor, the Master Servicer, the Trustee, the Securities Administrator
        and any NIMS Insurer, a special servicer to special service any Distressed
        Mortgage Loans. Any applicable termination fee related to the termination
        of the
        Servicer and the appointment of any special servicer shall be paid by the
        Seller
        from its own funds, without right of reimbursement from the Trust Fund. Any
        fees
        paid to any such special servicer shall not exceed the Servicing Fee
        Rate.

       

      Section
        9.33. Alternative
        Index. 

       

      In
        the
        event that the Index for any Mortgage Loan, as specified in the related Mortgage
        Note, becomes unavailable for any reason, the Master Servicer shall select
        an
        alternative index, which in all cases shall be an index that constitutes
        a
        qualified rate on a regular interest under the REMIC Provisions, in accordance
        with the terms of such Mortgage Note or, if such Mortgage Note does not make
        provision for the selection of an alternative index in such event, the Master
        Servicer shall, subject to applicable law, select an alternative index based
        on
        information comparable to that used in connection with the original Index
        and,
        in either case, such alternative index shall thereafter be the Index for
        such
        Mortgage Loan.

       

      Section
        9.34. Duties
        of the Credit Risk Manager. 

       

      (a) The
        Certificateholders, by their purchase and acceptance of the Certificates,
        appoint Clayton Fixed Income Services Inc., as Credit Risk Manager. For and
        on
        behalf of the Depositor, the Credit Risk Manager will provide reports and
        recommendations concerning certain delinquent and defaulted Mortgage Loans,
        and
        as to the collection of any Prepayment Charges with respect to the Mortgage
        Loans. Such reports and recommendations will be based upon information provided
        pursuant to Credit Risk Management Agreements to the Credit Risk Manager
        by the
        Servicers. The Credit Risk Manager shall look solely to the Servicers and/or
        the
        Master Servicer for all information and data (including loss and delinquency
        information and data) and loan level information and data relating to the
        servicing of the Mortgage Loans and the Trustee shall not have any obligation
        to
        provide any such information to the Credit Risk Manager and shall not otherwise
        have any responsibility under the Credit Risk Management Agreement.

       


      
        
          
          

        

        
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      (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;

       

      (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) Mortgage
        Insurance Claims Report:
        [Reserved}

       

      (iv) Prepayment
        Charges Report:
        A
        summary of Prepayment Charges assessed or waived by each Servicer. The
        Prepayment Charges 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, the Securities Administrator, 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-WF1.” The Trustee shall not have
        any obligation to review such reports or otherwise monitor or supervise the
        activities of the Credit Risk Manager.

       


      
        
          
          

        

        
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      (c) [Reserved]

       

      (d) The
        Credit Risk Manager shall reasonably cooperate with the Depositor, the Trustee
        and the Securities Administrator 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 Securities Administrator,
        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.

       

      (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, the
        Securities Administrator 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 Securities Administrator 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 Securities Administrator 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, the Trustee and the Securities Administrator, 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 Securities
        Administrator, the Certificateholders or the Depositor for any action taken
        or
        for refraining from the taking of any action in good faith pursuant to this
        Agreement, in reliance upon information provided by the Servicer under the
        Credit Risk Management Agreement or for errors in judgment; provided, however,
        that
        this provision shall not protect the Credit Risk Manager or any such person
        against liability that would otherwise be imposed by reason of willful
        malfeasance, bad faith or gross negligence in its performance of its duties
        or
        by reason of reckless disregard for its obligations and duties under this
        Agreement or the Credit Risk Management Agreement. The Credit Risk Manager
        and
        any director, officer, employee or agent of the Credit Risk Manager may rely
        in
        good faith on any document of any kind prima facie properly executed and
        submitted by any Person respecting any matters arising hereunder, and may
        rely
        in good faith upon the accuracy of information furnished by the Servicer
        pursuant to the Credit Risk Management Agreement in the performance of its
        duties thereunder and hereunder.

       


      
        
          
          

        

        
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      Section
        9.36. Indemnification
        by the Credit Risk Manager.

       

      The
        Credit Risk Manager agrees to indemnify the Depositor, the Master Servicer,
        the
        Trustee and the Securities Administrator, 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).

       

      Section
        9.37. Removal
        of Credit Risk Manager.

       

      The
        Credit Risk Manager may be removed as Credit Risk Manager by any NIMS Insurer
        or
        the 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 NIMS Insurer or the
        Certificateholders, as applicable, 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.

       


      
        
          
          

        

        
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      ARTICLE
        X


       

      REMIC
        ADMINISTRATION

       

      Section
        10.01. REMIC
        Administration. 

       

      (a) REMIC
        elections as set forth in the Preliminary Statement shall be made on Forms
        1066
        or other appropriate federal tax or information return for the taxable year
        ending on the last day of the calendar year in which the Certificates are
        issued. The regular interests and residual interest in each REMIC shall be
        as
        designated in the Preliminary Statement. For purposes of such designations,
        the
        interest rate of any regular interest that is computed by taking into account
        the weighted average of the Net Mortgage Rates of the Mortgage Loans shall
        be
        reduced by the amount of any expense paid by the Trust to the extent that
        (i)
        such expense was not taken into account in computing the Net Mortgage Rate
        of
        any Mortgage Loan, (ii) such expense does not constitute an “unanticipated
        expense” of a REMIC within the meaning of Treasury Regulation Section
        1.860G-1(b)(3)(ii) 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
        Securities Administrator 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 Securities Administrator 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 Securities
        Administrator in fulfilling its duties hereunder (including its duties as
        tax
        return preparer). The Securities Administrator shall be entitled to
        reimbursement of expenses to the extent provided in clause (i) above from
        the
        Securities Administration Account, provided,
        however,
        the
        Securities Administrator shall not be entitled to reimbursement for expenses
        incurred in connection with the preparation of tax returns and other reports
        as
        required by Section 6.20 and this Section.

       

      (d) The
        Securities Administrator shall prepare, the Trustee shall sign and the
        Securities Administrator shall file, all of each REMIC’s federal and appropriate
        state tax and information returns as such REMIC’s direct representative. The
        expenses of preparing and filing such returns shall be borne by the Securities
        Administrator.

       

      (e) The
        Securities Administrator 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 Securities Administrator 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 Trustee such information as is necessary for the Trustee to provide
        to the Certificateholders such information or reports as are required by
        the
        Code or REMIC Provisions.

       


      
        
          
          

        

        
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      The
        Securities Administrator 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.

       

      (f) The
        Trustee, the Securities Administrator, the Master Servicer and the Holders
        of
        Certificates shall take any action within their respective control and scope
        of
        their duties or cause any REMIC to take any action necessary to create or
        maintain the status of any REMIC as a REMIC under the REMIC Provisions and
        shall
        assist each other as necessary to create or maintain such status. Neither
        the
        Trustee, the Securities Administrator, the Master Servicer nor the Holder
        of any
        Residual Certificate shall knowingly take any action, cause any REMIC to
        take
        any action or fail to take (or fail to cause to be taken) any action within
        their respective control and scope of their respective 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, the Securities Administrator, any
        NIMS
        Insurer and the Master Servicer have received an Opinion of Counsel addressed
        to
        the Trustee and the Securities Administrator (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 Securities
        Administrator, 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 Securities Administrator, the Master Servicer or any NIMS Insurer
        has advised it in writing that an Adverse REMIC Event could occur.

       

      (g) Each
        Holder of a Residual Certificate shall pay when due any and all taxes imposed
        on
        the related REMIC by federal or state governmental authorities. To the extent
        that such taxes are not paid by a Residual Certificateholder, the Trustee
        (as
        directed by the Securities Administrator) 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 Collection Account, and shall reduce amounts
        otherwise payable to holders of regular interests in any such REMIC, as the
        case
        may be.

       

      (h) The
        Securities Administrator 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.

       


      
        
          
          

        

        
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      (j) 
        Neither
        the Securities Administrator 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 Securities
        Administrator shall deliver to the Trustee and any NIMS Insurer an Officer’s
        Certificate stating, without regard to any actions taken by any party other
        than
        the Securities Administrator, the Securities Administrator’s compliance with
        provisions of this Section 10.01. 

       

      (l) 
        The
        Securities Administrator shall treat each of the Basis Risk Reserve Fund
        and the
        Supplemental Interest Trust 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.

       

      (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
        Securities Administrator 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 respect to 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 $42,396.26 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 Securities Administrator 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).

       

      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 or the Securities Administrator, as applicable, of its duties and
        obligations set forth herein, the Trustee or the Securities Administrator,
        as
        applicable, 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
        neither the Trustee nor the Securities Administrator shall be liable for
        any
        such Losses attributable to the action or inaction of the Master Servicer,
        the
        Depositor, the Class X Certificateholders, the Holder of such Residual
        Certificate or the Securities Administrator (with regard to the Trustee),
        as
        applicable, nor for any such Losses resulting from misinformation provided
        by
        the Holder of such Residual Certificate on which the Securities Administrator
        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 or the Securities Administrator, as applicable, have
        any
        liability (1) for any action or omission that is taken in accordance with
        and in
        compliance with the express terms of, or which is expressly permitted by
        the
        terms of, this Agreement or the Servicing Agreement, (2) for any Losses other
        than arising out of a negligent performance by the Trustee or the Securities
        Administrator, as applicable, 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); provided,
        however,
        that
        this sentence shall not apply in connection with any failure by the Securities
        Administrator to comply with the provisions of Subsections 6.01(l) hereof
        and
        Subsections 9.25(a) or (b) hereof. In addition, neither the Trustee nor the
        Securities Administrator shall have any liability for the actions or failure
        to
        act of the other.

       


      
        
          
          

        

        
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      Section
        10.04. REO
        Property. 

       

      (a) Notwithstanding
        any other provision of this Agreement, the Master Servicer, acting on behalf
        of
        the Trustee hereunder, shall not, except to the extent provided in the Servicing
        Agreement, knowingly permit the Servicer to, rent, lease, or otherwise earn
        income on behalf of any REMIC with respect to any REO Property which might
        cause
        an Adverse REMIC Event unless the Master Servicer has advised, or has caused
        the
        Servicer to advise, the Trustee and any NIMS Insurer in writing to the effect
        that, under the REMIC Provisions, such action would not result in an Adverse
        REMIC Event.

       

      (b) The
        Master Servicer shall cause the Servicer (to the extent provided in 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 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 Trustee,
        or the Master Servicer, acting on its behalf hereunder, shall, or shall cause
        the Servicer to, continue to attempt to sell the REO Property for its fair
        market value for such period longer than three years as such extension permits
        (the “Extended Period”). If the Trustee has not received such an extension and
        the Master Servicer or the Servicer, acting on behalf of the Trustee hereunder,
        is unable to sell the REO Property within 33 months after its acquisition
        by the
        Trust Fund or if the Master Servicer has received such an extension, and
        the
        Master Servicer or the Servicer is unable to sell the REO Property within
        the
        period ending three months before the close of the Extended Period, the Master
        Servicer shall cause the Servicer, before the end of the three year period
        or
        the Extended Period, as applicable, to (i) purchase such REO Property at
        a price
        equal to the REO Property’s fair market value or (ii) auction the REO Property
        to the highest bidder (which may be the Servicer) in an auction reasonably
        designed to produce a fair price prior to the expiration of the three-year
        period or the Extended Period, as the case may be.

       


      
        
          
          

        

        
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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, the Securities
        Administrator, and the Trustee, with the consent of any NIMS Insurer, but
        without the consent of the Credit Risk Manager or the Swap Counterparty (except
        to the extent that the rights or obligations of (1) the Credit Risk Manager
        or
        the Swap Counterparty hereunder or (2) the Swap Counterparty under the Swap
        Agreement are affected thereby, and except to the extent 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 without notice to or the consent of any of the Holders, (i)
        to
        cure any ambiguity, (ii) to cause the provisions herein to conform to or
        be
        consistent with or in furtherance of the statements made with respect to
        the
        Certificates, the Trust Fund or this Agreement in any Offering Document,
        or to
        correct or supplement any provision herein which may be inconsistent with
        any
        other provisions herein or with the provisions of the Servicing Agreement,
        (iii)
        to make any other provisions with respect to matters or questions arising
        under
        this Agreement or (iv) to add, delete, or amend any provisions to the extent
        necessary or desirable to comply with any requirements imposed by the Code
        and
        the REMIC Provisions as evidenced by an Opinion of Counsel. No such amendment
        effected pursuant to the preceding sentence shall, as evidenced by an Opinion
        of
        Counsel, result in an Adverse REMIC Event, nor shall such amendment effected
        pursuant to clause (iii) of such sentence adversely affect in any material
        respect the interests of any Holder. Prior to entering into any amendment
        without the consent of Holders pursuant to this paragraph, the Trustee, any
        NIMS
        Insurer and the Swap Counterparty shall be provided with an Opinion of Counsel
        addressed to the Trustee, any NIMS Insurer and the Swap Counterparty (at
        the
        expense of the party requesting such amendment) to the effect that such
        amendment is permitted under this Section. Any such amendment shall be deemed
        not to adversely affect in any material respect any Holder, if the Trustee
        receives written confirmation from each Rating Agency that such amendment
        will
        not cause such Rating Agency to reduce the then 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, the Securities
        Administrator and the Trustee, with the consent of any NIMS Insurer, but
        without
        the consent of the Credit Risk Manager or the Swap Counterparty (except to
        the
        extent that the rights or obligations of (1) the Credit Risk Manager or the
        Swap
        Counterparty hereunder or (2) the Swap Counterparty under the Swap Agreement
        are
        affected thereby, and except to the extent the ability of the Trustee on
        behalf
        of the Supplemental Interest Trust and the Trust Fund to perform fully and
        timely its obligations under the Swap Agreement is adversely affected, in
        which
        case prior written consent of the Swap Counterparty is required) and 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 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
        Securities Administrator, the Master Servicer, the LTURI-holder, any NIMS
        Insurer 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 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, as applicable, is required). Prior to entering into any amendment
        without the consent of Holders pursuant to this paragraph, the Trustee and
        the
        Swap Counterparty shall be provided with an Opinion of Counsel addressed
        to the
        Trustee, any NIMS Insurer and the Swap Counterparty (at the expense of the
        party
        requesting such amendment) to the effect that such amendment is permitted
        under
        this Section and will not result in an Adverse REMIC Event.

       

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

       


      
        
          
          

        

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

       

      (f) Notwithstanding
        anything to the contrary in the Servicing Agreement, the Trustee shall not
        consent to any amendment of the Servicing Agreement unless (i) such amendment
        is
        effected pursuant to the standards provided in Section 11.03(a) or 11.03(b)
        with
        respect to amendment of this Agreement and (ii) except for a Permitted Servicing
        Amendment, any such amendment pursuant to Section 11.03(a)(iii) shall not
        be
        materially inconsistent with the provisions of 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, the Securities
        Administrator 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 Securities
        Administrator, the Trustee, the Servicer, the Credit Risk Manager or Affiliates
        thereof are not to be counted so long as such Certificates are owned by the
        Depositor, the Master Servicer, the Securities Administrator, the Trustee,
        the
        Servicer, the Credit Risk Manager or any Affiliate thereof.

       

      Section
        11.05. Provision
        of Information. 

       

      (a) For
        so
        long as any of the Certificates of any Series or Class are “restricted
        securities” within the meaning of Rule 144(a)(3) under the Act, each of the
        Depositor, the Master Servicer and the Securities Administrator 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
        Securities Administrator in providing such information shall be reimbursed
        by
        the Depositor.

       

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

       


      
        
          
          

        

        
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      (c) On
        each
        Distribution Date, the Securities Administrator shall deliver or cause to
        be
        delivered by first class mail or 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, 7th
        Floor, New York, NY 10019, Attention: Mortgage Finance SASCO 2007-WF1,
        (b) in the case of the Seller, Lehman Brothers Holdings Inc., 745 Seventh
        Avenue, 7th Floor, New York, NY 10019, Attention: Mortgage Finance SASCO
        2007-WF1,(c) in the case of the Trustee, the Corporate Trust Office, (d)
        in the
        case of the Master Servicer, Aurora Loan Services LLC, 10350 Park Meadows
        Drive,
        Littleton, Colorado 80124; Attention: Master Servicing, SASCO 2007-WF1, (e)
        in
        the case of the Securities Administrator, Wells Fargo Bank, N.A., P.O. Box
        98,
        Columbia, Maryland 21046, and for overnight deliveries 9062 Old Annapolis
        Rd.,
        Columbia, Maryland 21045, Attention: SASCO 2007-WF1, telecopy number
        410-715-2380 (f) in the case of the Swap Counterparty, at the address therefore
        set forth in the Swap Agreement, (g) in the case of the Credit Risk Manager,
        Clayton Fixed Income Services Inc., 1700 Lincoln Street, Suite 1600, Denver,
        Colorado 80203, Attention: General Counsel and (h) in the case of the NIMS
        Insurer, Radian Insurance Inc., 1601 Market Street, Philadelphia, Pennsylvania
        19103, Attention: SASCO NIMS Trust 2007-WF1, 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.

       


      
        
          
          

        

        
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      Section
        11.09. Indulgences;
        No Waivers. 

       

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

       

      Section
        11.10. Headings
        Not To Affect Interpretation. 

       

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

       

      Section
        11.11. Benefits
        of Agreement.

       

      The
        Depositor shall promptly notify the Custodian and the Trustee in writing
        of the
        issuance of any Class of NIMS Securities insured by a NIMS Insurer and the
        identity of such NIMS Insurer. Thereafter, any such 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 such NIMS Insurer is owed amounts in respect of its guarantee
        of
        certain payments on 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 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;
        

       


      
        
          
          

        

        
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      (vi) the
        making of a final payment pursuant to Section 7.02; and

       

      (vii) any
        termination of the rights and obligations of the Servicer under the Servicing
        Agreement.

       

      (b) All
        notices to the Rating Agencies provided for in this Section shall be in writing
        and sent by first class mail, telecopy or overnight courier, as
        follows:

       

      If
        to
        Moody’s, to:


       

      Moody’s
        Investors Service, Inc.

      99
        Church
        Street

      New
        York,
        New York 10007

      Attention:
        Residential Pass-Through Monitoring

       

      If
        to
        Fitch, to:

       

      Fitch,
        Inc.

      One
        State
        Street Plaza

      New
        York,
        New York 10004

      Attention:
        Residential Mortgages

      


      If
        to
        DBRS, to:

       

      DBRS,
        Inc.

      55
        Broadway

      New
        York,
        NY 10006

      Attention:
        Residential Mortgages

      


      (c) The
        Securities Administrator shall provide or make available to the Rating Agencies
        and the NIMS Insurer reports prepared pursuant to Section 4.03. In addition,
        the
        Securities Administrator shall, at the expense of the Trust Fund, make available
        to each Rating Agency and any NIMS Insurer such information as such Rating
        Agency or such NIMS Insurer, as applicable, may reasonably request regarding
        the
        Certificates or the Trust Fund, to the extent that such information is
        reasonably available to the Securities Administrator.

       

      Section
        11.13. Conflicts.
        

       

      To
        the
        extent that the terms of this Agreement conflict with the terms of the Servicing
        Agreement, the Servicing Agreement shall govern, unless such provisions shall
        adversely affect the Trustee or the Trust Fund.

       

      Section
        11.14. Counterparts.
        

       

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

       

      Section
        11.15. Transfer
        of Servicing. 

       


      
        
          
          

        

        
          194

          
            

          

        

        
          
          

        

      


      


       

      The
        Seller agrees that it shall provide written notice to the Master Servicer,
        the
        Securities Administrator, the Swap Counterparty, any NIMS Insurer and the
        Trustee thirty days prior to any proposed transfer or assignment by such
        Seller
        of its rights under the Servicing Agreement or of the servicing thereunder
        or
        delegation of its rights or duties thereunder or any portion thereof to any
        other Person other than the initial Servicer under the Servicing Agreement.
        In
        addition, the ability of the Seller to transfer or assign its rights and
        delegate its duties under the Servicing Agreement or to transfer the servicing
        thereunder to a successor servicer shall be subject to the following
        conditions:

       

      (i) Satisfaction
        of the conditions to such transfer as set forth in the Servicing Agreement
        including, without limitation, receipt of written consent of any NIMS Insurer
        and the Master Servicer to such transfer;

       

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

       

      (iii) Such
        successor servicer must satisfy the seller/servicer eligibility standards
        in the
        Servicing Agreement, exclusive of any experience in mortgage loan
        origination;

       

      (iv) Such
        successor servicer must execute and deliver to the Trustee and the Master
        Servicer an agreement, in form and substance reasonably satisfactory to the
        Trustee and the Master Servicer, that contains an assumption by such successor
        servicer of the due and punctual performance and observance of each covenant
        and
        condition to be performed and observed by the Servicer under the Servicing
        Agreement;

       

      (v) There
        must be delivered to the Trustee, the Master Servicer and any NIMS Insurer
        a
        letter from each Rating Agency to the effect that such transfer of servicing
        will not result in a qualification, withdrawal or downgrade of the then-current
        rating of any of the Certificates; and

       

      (vi) The
        Seller shall, at its cost and expense, take such steps, or cause the terminated
        Servicer to take such steps, as may be necessary or appropriate to effectuate
        and evidence the transfer of the servicing of the Mortgage Loans to such
        successor servicer, including, but not limited to, the following: (A) to
        the
        extent required by the terms of the Mortgage Loans and by applicable federal
        and
        state laws and regulations, the Seller shall cause the prior Servicer to
        timely
        mail to each obligor under a Mortgage Loan any required notices or disclosures
        describing the transfer of servicing of the Mortgage Loans to the successor
        servicer; (B) prior to the effective date of such transfer of servicing,
        the
        Seller shall cause the prior Servicer to transmit to any related insurer
        notification of such transfer of servicing; (C) on or prior to the effective
        date of such transfer of servicing, the Seller shall cause the prior Servicer
        to
        deliver to the successor servicer all Mortgage Loan Documents and any related
        records or materials; (D) on or prior to the effective date of such transfer
        of
        servicing, the Seller shall cause the prior Servicer to transfer to the
        successor servicer, all funds held by the prior Servicer in respect of the
        Mortgage Loans; (E) on or prior to the effective date of such transfer of
        servicing, the Seller shall cause the prior Servicer to, after the effective
        date of the 

       


      
        
          
          

        

        
          195

          
            

          

        

        
          
          

        

      


      


       

      transfer
        of servicing to the successor servicer, continue to forward to such successor
        servicer, within one Business Day of receipt, the amount of any payments
        or
        other recoveries received by the prior Servicer, and to notify the successor
        servicer of the source and proper application of each such payment or recovery;
        and (F) the Seller shall cause the prior Servicer to, after the effective
        date
        of transfer of servicing to the successor servicer, continue to cooperate
        with
        the successor servicer to facilitate such transfer in such manner and to
        such
        extent as the successor servicer may reasonably request. Notwithstanding
        the
        foregoing, the prior Servicer shall be obligated to perform the items listed
        above to the extent provided in the Servicing Agreement.

       

      
        
          
          

        

        
          196

          
            

          

        

        
          
          

        

      

      


      


      IN
        WITNESS WHEREOF, the parties hereto have caused their names to be signed
        hereto
        by their respective officers hereunto duly authorized as of the day and year
        first above written.

       

      STRUCTURED
        ASSET SECURITIES

      CORPORATION,
        as Depositor

       

       

      By:
        /s/
        Ellen V.
        Kiernan                              


            
        Name: Ellen V. Kiernan

            
        Title: Senior Vice President

       

       

      U.S.
        BANK
        NATIONAL ASSOCIATION, 

      as
        Trustee

       

       

      By:
        /s/
        Maryellen
        Hunter                           


            
        Name: Maryellen Hunter

            
        Title: Assistant Vice President

       

       

      AURORA
        LOAN SERVICES LLC, as Master Servicer

       

       

      By:
        /s/
        Linda A.
        Sherman                           


            
        Name: Linda A. Sherman

            
        Title: Senior Vice President

       

       

      WELLS
        FARGO BANK, N.A., as Securities Administrator

       

       

      By:
        /s/
        Michael
        Pinzon                               


            
        Name: Michael Pinzon

            
        Title: 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 5.07(c), 6.11 and 11.15, 

      accepted
        and agreed to by:

       

      LEHMAN
        BROTHERS HOLDINGS INC.

       

      By:
         /s/
        Angel P.
        Lau                                      


      Name:
        Angel P. Lau

      Title:
        Authorized Signatory

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      EXHIBIT
        A

       

      FORMS
        OF
        CERTIFICATES

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      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, 7th Floor

      New
        York,
        New York 10019

       

      [SERVICER]

       

      
        	
              	Re:	
                Trust
                  Agreement dated as of March 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,
                  Wells Fargo Bank, N.A., as Securities Administrator, and Clayton
                  Fixed
                  Income Services Inc., as Credit Risk Manager, with respect to Structured
                  Asset Securities Corporation
                  Mortgage Pass-Through Certificates, Series 2007-WF1 

              


      

       

      Ladies
        and Gentlemen:

       

      In
        accordance with Section 2.02(a) of the Trust Agreement, subject to review
        of the
        contents thereof, the undersigned, as Custodian, hereby certifies that it
        has
        received the documents listed in Section 2.01(b) of the Trust Agreement for
        each
        Mortgage File pertaining to each Mortgage Loan listed on Schedule A, to the
        Trust Agreement, subject to any exceptions noted on Schedule I
        hereto.

       

      Capitalized
        words and phrases used herein and not otherwise defined herein shall have
        the
        respective meanings assigned to them in the Trust Agreement. This Certificate
        is
        subject in all respects to the terms of Section 2.02 of the Trust Agreement
        and
        the Trust Agreement sections cross-referenced therein.

       

      [Custodian]

      


      By:_____________________________________

            
        Name: 

            
        Title:

      


      
        
          
          

        

        
          B-1-1

          
            

          

        

        
          
          

        

      

       

      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, 7th Floor

      New
        York,
        New York 10019

       

      [SERVICER]

       

      
        	
              	Re:	
                Trust
                  Agreement dated as of March 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,
                  Wells Fargo Bank, N.A., as Securities Administrator, and Clayton
                  Fixed
                  Income Services Inc., as Credit Risk Manager, with respect to Structured
                  Asset Securities Corporation
                  Mortgage Pass-Through Certificates, Series 2007-WF1  

              


      

       

      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:

         

        
          
            
            

          

          
            B-2-1

            
              

            

          

          
            
            

          

        

      

       

      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, 7th Floor

      New
        York,
        New York 10019

       

      [SERVICER]

       

      
        	
              	Re:	
                Trust
                  Agreement dated as of March 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,
                  Wells Fargo Bank, N.A., as Securities Administrator, and Clayton
                  Fixed
                  Income Services Inc., as Credit Risk Manager, with respect to Structured
                  Asset Securities Corporation
                  Mortgage Pass-Through Certificates, Series 2007-WF1  

              


      

       

      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:

      

       

      
        
          
          

        

        
          B-3-1

          
            

          

        

        
          
          

        

      

       

      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 March 1, 2007 by and among Structured Asset
        Securities Corporation, as Depositor, the Trustee, Aurora Loan Services LLC,
        as
        Master Servicer, Wells Fargo Bank, N.A., as Securities Administrator, and
        Clayton Fixed Income Services Inc., as Credit Risk Manager, relating to
        Structured Asset Securities Corporation Mortgage Pass-Through Certificates,
        Series 2007-WF1, without recourse.

       

      


      


      


       

      __________________________________

      [current
        signatory on note]

       

       

      By:_______________________________

            
        Name:

            
        Title:

       

      
        
          
          

        

        
          B-4-1

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        C

      


      REQUEST
        FOR RELEASE OF DOCUMENTS AND RECEIPT

      
        
           

                                          

          Date

          
          

        

      

      [Addressed
        to Trustee

      or,
        if
        applicable, the Custodian]

       

      In
        connection with the administration of the mortgages held by you as Trustee
        under
        a certain Trust Agreement dated as of March 1, 2007 by and among Structured
        Asset Securities Corporation, as Depositor, you, as Trustee, Aurora Loan
        Services LLC, as Master Servicer, Wells Fargo Bank, N.A., as Securities
        Administrator, and Clayton Fixed Income Services Inc., as Credit Risk Manager
        (the “Trust Agreement”), the undersigned Servicer hereby requests a release of
        the Mortgage File held by you as Trustee with respect to the following described
        Mortgage Loan for the reason indicated below.

       

      Mortgagor’s
        Name:

       

      Address:

       

      Loan
        No.:

       

      Reason
        for requesting file:

       

      1. Mortgage
        Loan paid in full. (The Servicer hereby certifies that all amounts received
        in
        connection with the loan have been or will be credited to the Certificate
        Account pursuant to the Trust Agreement.)

       

      2. The
        Mortgage Loan is being foreclosed.

       

      3. Mortgage
        Loan substituted. (The Servicer hereby certifies that a Qualifying Substitute
        Mortgage Loan has been assigned and delivered to you along with the related
        Mortgage File pursuant to the Trust Agreement.)

       

      4. Mortgage
        Loan repurchased. (The Servicer hereby certifies that the Purchase Price
        or the
        FPD Purchase Price (in the case of a First Payment Default Mortgage Loan)
        has
        been credited to the Certificate Account pursuant to the Trust
        Agreement.)

       

      5. Other.
        (Describe)

       

      The
        undersigned acknowledges that the above Mortgage File will be held by the
        undersigned in accordance with the provisions of the Trust Agreement and
        will be
        returned to you within ten (10) days of our receipt of the Mortgage File,
        except
        if the Mortgage Loan has been paid in full, or repurchased or substituted
        for a
        Qualifying Substitute Mortgage Loan (in which case the Mortgage File will
        be
        retained by us permanently) and except if the Mortgage Loan is being foreclosed
        (in which case the Mortgage File will be returned when no longer required
        by us
        for such purpose).

       


      
        
          
          

        

        
          C-1

          
            

          

        

        
          
          

        

      


      


       

      Capitalized
        terms used herein shall have the meanings ascribed to them in the Trust
        Agreement.

      
         

         

        __________________________________

        [Name
          of
          Servicer]

         

         

        By:_______________________________

              
          Name:

              
          Title: Servicing Officer

         

         

        
          
            
            

          

          
            C-2

            
              

            

          

          
            
            

          

        

      

       

      EXHIBIT
        D-1

       

      FORM
        OF
        RESIDUAL CERTIFICATE TRANSFER AFFIDAVIT (TRANSFEREE)

       

      
        	
                STATE
                  OF

              	
                )

              
	 	
                )
                  ss.:

              
	
                COUNTY
                  OF

              	
                )

              


      

      [NAME
        OF
        OFFICER], _________________ being first duly sworn, deposes and
        says:

       

      
        	 	
                1.

              	
                That
                  he [she] is [title of officer] ________________________ of [name
                  of
                  Purchaser] _________________________________________ (the “Purchaser”), a
                  _______________________ [description of type of entity] duly organized
                  and
                  existing under the laws of the [State of __________] [United States],
                  on
                  behalf of which he [she] makes this
                  affidavit.

              


      

       

      
        	 	
                2.

              	
                That
                  the Purchaser’s Taxpayer Identification Number is
                             .

              


      

       

      
        	 	
                3.

              	
                That
                  the Purchaser is not a “disqualified organization” within the meaning of
                  Section 860E(e)(5) of the Internal Revenue Code of 1986, as amended
                  (the
                  “Code”) and will not be a “disqualified organization” as of [date of
                  transfer], and that the Purchaser is not acquiring a Residual Certificate
                  (as defined in the Agreement) for the account of, or as agent (including
                  a
                  broker, nominee, or other middleman) for, any person or entity
                  from which
                  it has not received an affidavit substantially in the form of this
                  affidavit. For these purposes, a “disqualified organization” means the
                  United States, any state or political subdivision thereof, any
                  foreign
                  government, any international organization, any agency or instrumentality
                  of any of the foregoing (other than an instrumentality if all of
                  its
                  activities are subject to tax and a majority of its board of directors
                  is
                  not selected by such governmental entity), any cooperative organization
                  furnishing electric energy or providing telephone service to persons
                  in
                  rural areas as described in Code Section 1381(a)(2)(C), any “electing
                  large partnership” within the meaning of Section 775 of the Code, or any
                  organization (other than a farmers’ cooperative described in Code Section
                  521) that is exempt from federal income tax unless such organization
                  is
                  subject to the tax on unrelated business income imposed by Code
                  Section
                  511.

              


      

       

      
        	 	
                4.

              	
                That
                  the Purchaser (x) is not, and on __________________ [date of transfer]
                  will not be, an employee benefit plan or other retirement arrangement
                  subject to Section 406 of the Employee Retirement Income Security
                  Act of
                  1974, as amended (“ERISA”), or Section 4975 of the Code, (collectively, a
                  “Plan”) or a person acting on behalf of any such Plan or investing the
                  assets of any such Plan to acquire a Residual Certificate; (y)
                  if the
                  Residual Certificate has been the subject of an ERISA-Qualifying
                  Underwriting, is an insurance company that is purchasing the Residual
                  Certificate with funds contained in an “insurance company general account”
                  as defined in Section V(e) of Prohibited Transaction Class Exemption
                  (“PTCE”) 95-60 and the purchase and holding of the Residual Certificate
                  are covered under Sections I and III of PTCE 95-60; or (z) herewith
                  delivers to the Trustee an opinion of counsel (a “Benefit Plan Opinion”)
                  satisfactory to the Trustee, and upon which the Trustee, the Master
                  Servicer, the Servicer, the Securities Administrator, the Depositor
                  and
                  any NIMS Insurer shall be entitled to rely, to the effect that
                  the
                  purchase or holding of such Residual Certificate by the Investor
                  will not
                  result in any non-exempt prohibited transactions under Title I
                  of ERISA or
                  Section 4975 of the Code and will not subject the Trustee, the
                  Depositor,
                  the Master Servicer, the Servicer, the Securities Administrator
                  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.

              


      

       


      
        
          
          

        

        
          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, Wells Fargo Bank,
                  N.A., as
                  Securities Administrator, and Clayton Fixed Income Services Inc.,
                  as
                  Credit Risk Manager, dated as of March 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 any person other than a “United States
                  person” within the meaning of Section 7701(a)(30) of the
                  Code.

              


      

       


      
        
          
          

        

        
          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 Securities Administrator
                  as its agent to act as “tax matters person” of the Trust Fund pursuant to
                  the Trust Agreement.

              


      

       

      
        
          
          

        

        
          D-1-3

          
            

          

        

        
          
          

        

      

       

      IN
        WITNESS WHEREOF, the Purchaser has caused this instrument to be executed
        on its
        behalf, pursuant to authority of its Board of Directors, by its [title of
        officer] this _____ day of __________, 20__.

       

      _________________________________

      [Name
        of
        Purchaser]

       

       

      By:______________________________

            
        Name: 

            
        Title: 

       

      Personally
        appeared before me the above-named [name of officer] ________________, known
        or
        proved to me to be the same person who executed the foregoing instrument
        and to
        be the [title of officer] _________________ of the Purchaser, and acknowledged
        to me that he [she] executed the same as his [her] free act and deed and
        the
        free act and deed of the Purchaser.

       

      Subscribed
        and sworn before me this _____ day of __________, 20__.

       

      NOTARY
        PUBLIC

       

      ______________________________

       

      COUNTY
        OF_____________________

       

      STATE
        OF______________________

       

      My
        commission expires the _____ day of __________, 20__.

       

      
        
          
          

        

        
          D-1-4

          
            

          

        

        
          
          

        

      

      


      EXHIBIT
        D-2

       

      FORM
        OF
        RESIDUAL CERTIFICATE TRANSFER AFFIDAVIT (TRANSFEROR)

       

      ____________________________

      Date

       

      
        	
              	Re:	
                Structured
                  Asset Securities Corporation

                Mortgage Pass-Through Certificates,
                  Series
                  2007-WF1

              


      

       

       

      _______________________
        (the “Transferor”) has reviewed the attached affidavit of
        _____________________________ (the “Transferee”), and has no actual knowledge
        that such affidavit is not true and has no reason to believe that the
        information contained in paragraph 7 thereof is not true, and has no reason
        to
        believe that the Transferee has the intention to impede the assessment or
        collection of any federal, state or local taxes legally required to be paid
        with
        respect to a Residual Certificate. In addition, the Transferor has conducted
        a
        reasonable investigation at the time of the transfer and found that the
        Transferee had historically paid its debts as they came due and found no
        significant evidence to indicate that the Transferee will not continue to
        pay
        its debts as they become due.

       

      Very
        truly yours,

       

       

      _______________________________

      Name:

      Title:

       

      
        
          
          

        

        
          D-2-1

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        E

       

      NAME
        OF
        SERVICING AGREEMENT

      


      
        	
                1.

              	
                The
                  Reconstituted Servicing Agreement dated as of March 1, 2007, among
                  the
                  Seller and the Servicer and acknowledged by the Master Servicer
                  and the
                  Trustee.

              


      

      


      
        
          
          

        

        
          E-1

          
            

          

        

        
          
          

        

      

      


      EXHIBIT
        F

       

      FORM
        OF
        RULE 144A TRANSFER CERTIFICATE

       

      
        	
              	Re:	
                Structured
                  Asset Securities Corporation

                Mortgage Pass-Through Certificates
                  Series
                  2007-WF1

              


      

       

      


      Reference
        is hereby made to the Trust Agreement dated as of March 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, Wells Fargo Bank, N.A., as Securities Administrator 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 Placement Agent and the Depositor.

      
         

        _________________________________

        
          [Name
            of
            Transferor]

        

         

         

        By:______________________________

              
          Name: 

              
          Title: 

      

       

       

      Dated:
        ___________, ____

       

      
        
          
          

        

        
          F-1

          
            

          

        

        
          
          

        

      

       

       

      


      


      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-WF1, [Class B] 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 (which includes the
                  Placement
                  Agent) we will do so only (A) to the Depositor, (B) to “qualified
                  institutional buyers” (within the meaning of Rule 144A under the
                  Securities Act) in accordance with Rule 144A under the Securities
                  Act
                  (“QIBs”), (C) pursuant to the exemption from registration provided by
                  Rule
                  144 under the Securities Act, or (D) to an institutional “accredited
                  investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) of
                  Regulation D under the Securities Act that is not a QIB (an “Institutional
                  Accredited Investor”) which, prior to such transfer, delivers to the
                  Trustee under the Trust Agreement dated as of March 1, 2007 by
                  and among
                  the Depositor, Aurora Loan Services LLC, as Master Servicer, U.S.
                  Bank
                  National Association, as Trustee (the “Trustee”), Wells Fargo Bank, N.A.,
                  as Securities Administrator, 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.

              


      

       


      
        
          
          

        

        
          G-1

          
            

          

        

        
          
          

        

      


      


       

      
        	
                (3)

              	
                We
                  are acquiring the Privately Offered Certificates for investment
                  purposes
                  and not with a view to, or for offer or sale in connection with,
                  any
                  distribution in violation of the Securities Act. We have such knowledge
                  and experience in financial and business matters as to be capable
                  of
                  evaluating the merits and risks of our investment in the Privately
                  Offered
                  Certificates, and we and any account for which we are acting are
                  each able
                  to bear the economic risk of such
                  investment.

              


      

       

      
        	
                (4)

              	
                We
                  are an Institutional Accredited Investor and we are acquiring the
                  Privately Offered Certificates purchased by us for our own account
                  or for
                  one or more accounts (each of which is an Institutional Accredited
                  Investor) as to each of which we exercise sole investment
                  discretion.

              


      

       

      (5) We
        have
        received such information as we deem necessary in order to make our investment
        decision.

       

      (6) If
        we are
        acquiring ERISA-Restricted Certificates, we understand that in accordance
        with
        ERISA, the Code and the Exemption, no Plan and no person acting on behalf
        of
        such a Plan may acquire such Certificate except in accordance with Section
        3.03(d) of the Trust Agreement.

       

      Terms
        used in this letter which are not otherwise defined herein have the respective
        meanings assigned thereto in the Trust Agreement.


      
        
          
          

        

        
          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,

      
         

        _________________________________

        [Name
          of
          Purchaser]

         

         

        By:______________________________

              
          Name: 

              
          Title: 

         

        
          
            
            

          

          
            G-3

            
              

            

          

          
            
            

          

        

         

        EXHIBIT
          H

      

       

      FORM
        OF
        ERISA TRANSFER AFFIDAVIT

       

      
        	
                STATE
                  OF NEW YORK 

              	
                )

              
	 	
                )
                  ss.: 

              
	
                COUNTY
                  OF NEW YORK 

              	
                )

              


      

      The
        undersigned, being first duly sworn, deposes and says as follows:

       

      1. The
        undersigned is the ______________________ of (the “Investor”), a [corporation
        duly organized] and existing under the laws of __________, on behalf of which
        he
        makes this affidavit.

       

      2. In
        the
        case of an ERISA-Restricted Certificate, the Investor (x) is not, and on
        __________________ [date of transfer] will not be, an employee benefit plan
        or
        other retirement arrangement subject to Section 406 of the Employee Retirement
        Income Security Act of 1974, as amended (“ERISA”), or Section 4975 of the
        Internal Revenue Code of 1986, as amended (the “Code”), (collectively, a “Plan”)
        or a person acting on behalf of any such Plan or investing the assets of
        any
        such Plan to acquire a Certificate; (y) if the Certificate has been the subject
        of an ERISA-Qualifying Underwriting, is an insurance company that is purchasing
        the Certificate with funds contained in an “insurance company general account”
as defined in Section V(e) of Prohibited Transaction Class Exemption (“PTCE”)
        95-60 and the purchase and holding of the Certificate are covered under Sections
        I and III of PTCE 95-60; or (z) herewith delivers to the Trustee an opinion
        of
        counsel (a “Benefit Plan Opinion”) satisfactory to the Trustee, and upon which
        the Trustee, the Master Servicer, the Servicer, the Securities Administrator,
        the Depositor and any NIMS Insurer shall be entitled to rely, to the effect
        that
        the purchase or holding of such Certificate by the Investor will not result
        in
        any non-exempt prohibited transactions under Title I of ERISA or Section
        4975 of
        the Code and will not subject the Trustee, the Depositor, the Master Servicer,
        the Servicer, the Securities Administrator or any NIMS Insurer to any obligation
        in addition to those undertaken by such entities in the Trust Agreement,
        which
        opinion of counsel shall not be an expense of the Trust Fund or any of the
        above
        parties.

       

      3. In
        the
        case of an ERISA-Restricted Trust Certificate, prior to the termination of
        the
        Swap Agreement and the Interest Rate Cap Agreement either (i) the Investor
        is
        neither a Plan nor a person acting on behalf of any such Plan or using the
        assets of any such Plan to effect such transfer or (ii) the acquisition and
        holding of the ERISA-Restricted Trust Certificate are eligible for exemptive
        relief under the statutory exception for nonfiduciary service providers under
        Section 4.08(b)(17) of ERISA and Section 4975(20) of the Code, PTCE 84-14,
        PTCE
        0-1, PTCE 91-38, PTCE 95-60 or PTCE 96-23 or some other applicable
        exception.

       


      
        
          
          

        

        
          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, Wells Fargo Bank, N.A., as Securities Administrator, and Clayton
        Fixed
        Income Services Inc., as Credit Risk Manager, dated as of March 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
        has
        received a certificate from such transferee in the form hereof.

       


      
        
          
          

        

        
          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___.

       

      
        
          
          

        

        
          H-3

          
            

          

        

        
          
          

        

      

      


       

      EXHIBIT
        I

       

      [Reserved]

       

      


      
        
          
          

        

        
          I-1

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        J

       

      [Reserved]

       

      


      
        
          
          

        

        
          J-1

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        K

       

      NAME
        OF
        CUSTODIAL AGREEMENT

       

      
        	
                1.

              	
                Custodial
                  Agreement dated as of March 1, 2007 between Wells Fargo Bank, N.A.,
                  as
                  Custodian, and U.S. Bank National Association, as
                  Trustee.

              


      

       

      
        
          
          

        

        
          K-1

          
            

          

        

        
          
          

        

      

      


       

      EXHIBIT
        L

       

      NAME
        OF
        CREDIT RISK MANAGEMENT AGREEMENT

       

      
        	
                1.

              	
                The
                  Credit Risk Management Agreement dated March 30, 2007 between Clayton
                  Fixed Income Services Inc. and Wells Fargo Bank,
                  N.A.

              


      

       

      


      
        
          
          

        

        
          L-1

          
            

          

        

        
          
          

        

      

       

      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-WF1

                

              


      

       

      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, U.S.
        Bank
        National Association, as Trustee, and Wells Fargo Bank, N.A., as Securities
        Administrator, dated as of March 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).

        

      

       


      
        
          
          

        

        
          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:             
          ,
               

      


      


      
        
          
          

        

        
          M-1-2

          
            

          

        

        
          
          

        

      

      


      


      


      EXHIBIT
        M-2

      


      FORM
        OF
        TRANSFER CERTIFICATE FOR TRANSFER 

      FROM
        REGULATION S GLOBAL SECURITY

      TO
        RESTRICTED GLOBAL SECURITY

      (Transfers
        pursuant to § 3.03(h)(C)

                                of
        the
        Agreement)                          

       

      Re: Structured
        Asset Securities Corporation

      Mortgage
        Pass-Through Certificates Series 2007-WF1

       

      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, U.S.
        Bank
        National Association, as Trustee, and Wells Fargo Bank, N.A., as Securities
        Administrator, dated as of March 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:             
          ,
               

       

      
        
          
          

        

        
          M-2-1

          
            

          

        

        
          
          

        

      

      


      


       

      EXHIBIT
        N

      


      INTEREST
        RATE CAP AGREEMENT

      


      
        
          
          

        

        
          N-1

          
            

          

        

        
          
          

        

      

      


      EXHIBIT
        O

      


      SWAP
        AGREEMENT

       

      
        
          
          

        

        
          O-1

          
            

          

        

        
          
          

        

      

      
 

      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

                Securities
                  Administrator

              
	
                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, Securities Administrator and Depositor

              
	
                ▪
                  Sponsor (Seller)

              	
                Seller
                  (if a party to the Trust Agreement) or Depositor

              
	
                ▪
                  Depositor

              	
                Depositor

              
	
                ▪
                  Trustee

              	
                Trustee

              
	
                ▪
                  Securities Administrator

              	
                Securities
                  Administrator

              
	
                ▪
                  Master Servicer

              	
                Master
                  Servicer

              
	
                ▪
                  Custodian

              	
                Custodian(2)

              
	
                ▪
                  1110(b) Originator

              	
                Depositor

              
	
                ▪
                  Any 1108(a)(2) Servicer (other than the Master Servicer or Securities
                  Administrator)

              	
                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

              


      


      
        
          
          

        

        
          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)

              	
                Securities
                  Administrator

                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.

              	 
	
                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

              


      


      
        
          
          

        

        
          P-1-2

          
            

          

        

        
          
          

        

      


      


      
        	
                ADDITIONAL
                  FORM 10-D DISCLOSURE

              
	
                Item
                  on Form 10-D

              	
                Party
                  Responsible 

              
	
                Item
                  9: Exhibits

              	 
	
                Monthly
                  Statement to Certificateholders

              	
                Securities
                  Administrator

              
	
                Exhibits
                  required by Item 601 of Regulation S-K, such as material
                  agreements

              	
                Depositor

              


      

      


      _______________________

       

      
        	
                (1)

              	
                This
                  information to be provided pursuant to the Servicing
                  Agreement.

              


      

      
        	
                (2)

              	
                This
                  information to be provided pursuant to the Custodial
                  Agreement.

              


      

      


      
        
          
          

        

        
          P-1-3

          
            

          

        

        
          
          

        

      

      


      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

              	
                Securities
                  Administrator

                Depositor

              
	
                Regulation
                  AB Item 1112(b): Significant Obligors of Pool
                  Assets

              	 
	
                Significant
                  Obligor Financial Information*

              	
                Depositor

              
	
                *This
                  information need only be reported on the Form 10-D for the distribution
                  period in which updated information is required pursuant to the
                  Item.

              	 
	
                Regulation
                  AB Item 1114(b)(2): Credit Enhancement Provider Financial
                  Information

              	 
	
                ▪
                  Determining applicable disclosure threshold

              	
                Depositor

              
	
                ▪
                  Requesting required financial information (including any required
                  accountants’ consent to the use thereof) or effecting incorporation by
                  reference

              	
                Depositor

              
	
                *This
                  information need only be reported on the Form 10-D for the distribution
                  period in which updated information is required pursuant to the
                  Items.

              	 
	
                Regulation
                  AB Item 1115(b): Derivative Counterparty Financial
                  Information

              	 
	
                ▪
                  Determining current maximum probable exposure

              	
                Depositor

              
	
                ▪
                  Determining current significance percentage

              	
                Depositor

              
	
                ▪
                  Requesting required financial information (including any required
                  accountants’ consent to the use thereof) or effecting incorporation by
                  reference

              	
                Depositor

              
	
                *This
                  information need only be reported on the Form 10-D for the distribution
                  period in which updated information is required pursuant to the
                  Items.

              	 
	
                Regulation
                  AB Item 1117: Legal Proceedings

                 

                Any
                  legal proceeding pending against the following entities or their
                  respective property, that is material to Certificateholders, including
                  any
                  proceedings known to be contemplated by governmental
                  authorities:

              	 


      


      
        
          
          

        

        
          P-2-1

          
            

          

        

        
          
          

        

      


      


      
        	
                ADDITIONAL
                  FORM 10-K DISCLOSURE

              
	
                Item
                  on Form 10-K

              	
                Party
                  Responsible 

              
	
                ▪
                  Issuing Entity (Trust Fund)

              	
                Trustee,
                  Master Servicer, Securities Administrator and Depositor

              
	
                ▪
                  Sponsor (Seller)

              	
                Seller
                  (if a party to the Trust Agreement) or Depositor

              
	
                ▪
                  Depositor

              	
                Depositor

              
	
                ▪
                  Trustee

              	
                Trustee

              
	
                ▪
                  Securities Administrator

              	
                Securities
                  Administrator

              
	
                ▪
                  Master Servicer

              	
                Master
                  Servicer

              
	
                ▪
                  Custodian

              	
                Custodian(1)

              
	
                ▪
                  1110(b) Originator

              	
                Depositor

              
	
                ▪
                  Any 1108(a)(2) Servicer (other than the Master Servicer or Securities
                  Administrator)

              	
                Servicer(2)

              
	
                ▪
                  Any other party contemplated by 1100(d)(1)

              	
                Depositor

              
	
                Regulation
                  AB Item 1119: Affiliations and Relationships

              	 
	
                Whether
                  (a) the Sponsor (Seller), Depositor or Issuing Entity is an affiliate
                  of
                  the following parties, and (b) to the extent known and material,
                  any of
                  the following parties are affiliated with one another:

              	
                Depositor
                  as to (a) 

              
	
                ▪
                  Master Servicer

              	
                Master
                  Servicer 

              
	
                ▪
                  Securities Administrator

              	
                Securities
                  Administrator

              
	
                ▪
                  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 

              


      


      
        
          
          

        

        
          P-2-2

          
            

          

        

        
          
          

        

      


      


      
        	
                ADDITIONAL
                  FORM 10-K DISCLOSURE

              
	
                Item
                  on Form 10-K

              	
                Party
                  Responsible 

              
	
                ▪
                  Securities Administrator

              	
                Securities
                  Administrator

              
	
                ▪
                  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 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 

              
	
                ▪
                  Securities Administrator

              	
                Securities
                  Administrator

              
	
                ▪
                  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 Servicing
                  Agreement.

              


      

      


      
        
          
          

        

        
          P-2-3

          
            

          

        

        
          
          

        

      

      


      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

              
	
                ▪
                  Securities Administrator

              	
                Securities
                  Administrator

              
	
                ▪
                  Significant Obligor

              	
                Depositor

              
	
                ▪
                  Credit Enhancer (10% or more)

              	
                Depositor

              
	
                ▪
                  Derivative Counterparty

              	
                Depositor

              
	
                ▪
                  Custodian

              	
                Custodian(2)

              


      


      
        
          
          

        

        
          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

                Securities
                  Administrator

              
	
                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.

              	
                Securities
                  Administrator

                Trustee
                  (with respect to each, only to the extent it is a party to any
                  such
                  documents)

                Depositor

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

                Disclosure
                  is required of any amendment “to the governing documents of the issuing
                  entity”.

              	
                Depositor

              
	
                Item
                  6.01- ABS Informational and Computational
                  Material

              	
                Depositor

              
	
                Item
                  6.02- Change of Servicer or Securities Administrator

                 

                Requires
                  disclosure of any removal, replacement, substitution or addition
                  of any
                  master servicer, affiliated servicer, other servicer servicing
                  10% or more
                  of pool assets at time of report, other material servicers or
                  trustee.

              	
                Master
                  Servicer/Securities Administrator/Depositor/

                Servicer(1)/Trustee
                  (as to itself and the Master Servicer)

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

              	
                Servicer(1)/Master
                  Servicer/Depositor

              
	
                Regulation
                  AB disclosure about any new Trustee is also required.

              	
                Successor
                  Trustee

              
	
                Item
                  6.03- Change in Credit Enhancement or External
                  Support

                Covers
                  termination of any enhancement in manner other than by its terms,
                  the
                  addition of an enhancement, or a material change in the enhancement
                  provided. Applies to external credit enhancements as well as derivatives.
                  

              	
                Depositor/Securities
                  Administrator/Trustee

              


      


      
        
          
          

        

        
          P-3-2

          
            

          

        

        
          
          

        

      


      


      
        	
                FORM
                  8-K DISCLOSURE INFORMATION

              
	
                Item
                  on Form 8-K

              	
                Party
                  Responsible 

              
	
                Regulation
                  AB disclosure about any new enhancement provider is also
                  required.

              	
                Depositor

              
	
                Item
                  6.04- Failure to Make a Required Distribution

              	
                Securities
                  Administrator

                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 Regulation AB disclosure about the actual asset
                  pool.

              	
                Depositor

              
	
                If
                  there are any new servicers or originators required to be disclosed
                  under
                  Regulation AB as a result of the foregoing, provide the information
                  called
                  for in Items 1108 and 1110 respectively.

              	
                Depositor

              
	
                Item
                  7.01- Regulation FD Disclosure

              	
                All
                  parties

              
	
                Item
                  8.01- Other Events

                 

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

              	
                Depositor

              
	
                Item
                  9.01- Financial Statements and Exhibits

              	
                Responsible
                  party for reporting/disclosing the financial statement or
                  exhibit

              


      

       

      
        	
                (1)

              	
                This
                  information to be provided pursuant to the Servicing
                  Agreement.

              


      

      
        	
                (2)

              	
                This
                  information to be provided pursuant to the Custodial
                  Agreement.

              


      

      


      
        
          
          

        

        
          P-3-3

          
            

          

        

        
          
          

        

      

      


      EXHIBIT
        P-4

       

      ADDITIONAL
        DISCLOSURE NOTIFICATION

      


      


      Structured
        Asset Securities Corporation

      745
        Seventh Avenue, 7th Floor

      New
        York,
        NY 10019

      


      Wells
        Fargo Bank, N.A., as Securities Administrator

      Old
        Annapolis Road

      Columbia,
        Maryland 21045

      Attn:
        Corporate Trust Services - SASCO 2007-WF1 - SEC Report Processing

      


      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 March 1,
        2007,
        by and among Structured Asset Securities Corporation, as Depositor, Wells
        Fargo
        Bank, N.A., as Securities Administrator, 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:

       

      


       

      


       


      
        
          
          

        

        
          P-4-1

          
            

          

        

        
          
          

        

      


      


       

      Any
        inquiries related to this notification should be directed to [ ], phone number:
        [ ]; email address: [ ]. 

       

      [NAME
        OF
        PARTY],

      as
        [role]

       

      By:
        ___________________________

            
Name:

             Title:

       

      
        	
                cc:

              	
                U.S.
                  Bank National Association

              


      

      
        	 	
                One
                  Federal Street, 3rd
                  Floor

              


      

      
        	 	
                Boston,
                  Massachusetts 02110

              


      

      


      
        
          
          

        

        
          P-4-2

          
            

          

        

        
          
          

        

      

      


      


      


      EXHIBIT
        Q-1

      


      FORM
        OF
        BACK-UP SARBANES-OXLEY CERTIFICATION

      


      [  ]

      [  ]

      [  ]

      


       

      Re: Structure
        Asset Securities Corporation Mortgage Pass-Through Certificates,
        Series 2007-WF1 

       

      [_______],
        the [_______] of [_______] (the “Company”) hereby certifies to the Depositor,
        the Master Servicer, the Securities Administrator, the Credit Risk Manager
        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 Securities
        Administrator 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 Securities Administrator;

       

      (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


      
        
          
          

        

        
          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 Securities Administrator. Any material instances of noncompliance described
        in such reports have been disclosed to the Depositor, the Master Servicer
        and
        the Securities Administrator. 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 March 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, Clayton
        Fixed Income Services Inc., as Credit Risk Manager, and Wells Fargo Bank,
        N.A.,
        as Securities Administrator. Capitalized terms used but not defined herein
        shall
        have the meanings given to them in the Trust Agreement.

       

      


       

      [_______]

             
as
        [_______]

      By:

            
        Name:

            
        Title:

            
        Date:

       

      
        
          
          

        

        
          Q-1-2

          
            

          

        

        
          
          

        

      

      
 

      EXHIBIT
        Q-2

      


      FORM
        OF
        BACK-UP SARBANES-OXLEY CERTIFICATION TO BE PROVIDED 

      BY
        THE
        PAYING AGENT

      


      


      
        	
              	Re:	
                Structured
                  Asset Securities Corporation Mortgage Loan Trust 2007-WF1 (the
                  “Trust”),
                  Mortgage Pass-Through Certificates, Series 2007-WF1, issued pursuant
                  to
                  the Trust Agreement, dated as of March 1, 2007, among Structured
                  Asset
                  Securities Corporation, as Depositor, Aurora Loan Services, LLC,
                  as Master
                  Servicer, Wells Fargo Bank, N.A., as Securities Administrator,
                  Clayton
                  Fixed Income Services Inc., as Credit Risk Manager, and
                  U.S. Bank National Association,
                  as Trustee        

              


      

       

      U.S.
        Bank
        National Association, solely in its capacity as Paying Agent under the
        Agreement, 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) To
        report
        on assessment of compliance with servicing criteria applicable to the Paying
        Agent for asset-backed securities of the Paying Agent and its related
        attestation report on assessment of compliance with servicing criteria
        applicable to it for inclusion in the Trust’s annual report on Form 10-K for the
        fiscal year [____] in accordance with Item 1122 of Regulation AB and Exchange
        Act Rules 13a-18 and 15d-18 has been delivered to the Securities Administrator,
        Depositor [and the Master Servicer] pursuant to Section 6.20 of the Trust
        Agreement. Any material instances of non-compliance by the Paying Agent with
        the
        applicable servicing criteria as described in such report.;

       

      (2) The
        assessment of compliance and related attestation reported referred to above,
        taken as a whole, do not contain any untrue statement of 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;
        and

       

      (3) Any
        information required to be delivered pursuant to Section 3.08(b) of the
        Agreement has been provided to the Sponsor, the Depositor, the Master Servicer
        and the Securities Administrator.

       

      U.S.
        Bank
        National Association, as Paying Agent

      


      


      ______________________________

      [Signature]

      [Title]

      


      Date:
        __________________________

       

      
        
          
          

        

        
          Q-2-1

          
            

          

        

        
          
          

        

      

      
 

      EXHIBIT
        Q-3

      


      FORM
        OF
        BACK-UP SARBANES-OXLEY CERTIFICATION TO BE PROVIDED BY THE SECURITIES
        ADMINISTRATOR

      


      


      
        	
              	Re:	
                Structured
                  Asset Securities Corporation Mortgage Loan Trust 2007-WF1 (the
                  “Trust”),
                  Mortgage Pass-Through Certificates, Series 2007-WF1, issued pursuant
                  to
                  the Trust Agreement, dated as of March 1, 2007, among Structured
                  Asset
                  Securities Corporation, as Depositor, Aurora Loan Services, LLC,
                  as Master
                  Servicer, Wells Fargo Bank, N.A., as Securities Administrator,
                  Clayton
                  Fixed Income Services Inc., as Credit Risk Manager, and
                  U.S. Bank National Association,
                  as Trustee        

              


      

       

      The
        Securities Administrator 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 Securities Administrator’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
        Securities Administrator 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 Securities
        Administrator under the Trust Agreement, and based on my knowledge and the
        compliance review conducted in preparing the assessment of compliance of
        the
        Securities Administrator required by the Trust Agreement, and except as
        disclosed in the Reports, the Securities Administrator 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
        Securities Administrator for asset-backed securities of the Securities
        Administrator and each Subcontractor utilized by the Securities Administrator
        and related attestation report on assessment of compliance with servicing
        criteria applicable to it required to be included in the Annual Report in
        accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18
        and
        15d-18 has been included as an exhibit to the Annual Report. Any material
        instances of non-compliance are described in such report and have been disclosed
        in the Annual Report.

       


      
        
          
          

        

        
          Q-3-1

          
            

          

        

        
          
          

        

      


      


       

      In
        giving
        the certifications above, the Securities Administrator 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:
        __________________________________

      


      __________________________________

      [Signature]

      [Title]

       

      
        
          
          

        

        
          Q-3-2

          
            

          

        

        
          
          

        

      

      
 

      


      EXHIBIT
        R-1

      


      WATCH
        LIST REPORT

       

      
        
          
          

        

        
          R-1-1

          
            

          

        

        
          
          

        

      

      
 

      EXHIBIT
        R-2

      


      FORM
        OF
        LOSS SEVERITY REPORT

      


      
        
          
          

        

        
          R-2-1

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        R-3

      


      FORM
        OF
        MORTGAGE INSURANCE CLAIM REPORT

      


      [Reserved]

       

      
        
          
          

        

        
          R-3-1

          
            

          

        

        
          
          

        

      

      
 

      EXHIBIT
        R-4

       

      FORM
        OF
        PREPAYMENT CHARGES REPORT

       

       

      
        
          
          

        

        
          R-4-1

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        R-5

      


      FORM
        OF
        ANALYTICS REPORT

       

       

      
        
          
          

        

        
          R-5-1

          
            

          

        

        
          
          

        

      

       

      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 March 1, 2007,
        by
        and among Structured Asset Securities Corporation, as Depositor, U.S. Bank
        National Association, as Trustee, Aurora Loan Services LLC, as Master Servicer,
        Wells Fargo Bank, N.A., as Securities Administrator, and Clayton Fixed Income
        Services Inc., as Credit Risk Manager.

      


      


      
        	
                Regulation
                  AB Reference

              	
                Servicing
                  Criteria

              	
                Paying
                  Agent

                (including
                  the Trustee if acting as Paying Agent)

              	
                Credit
                  Risk Manager

              	
                Trustee

              	
                Master
                  Servicer

              	
                Securities
                  Administrator

              
	 	
                General Servicing
                   Considerations

              	 	 	 	 	 
	
                1122(d)(1)(i)

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

              	 	 	 	
                X

              	 
	
                1122(d)(1)(ii)

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


              	 	 	 	 	 
	
                1122(d)(1)(iii)

              	
                Any
                  requirements in the transaction agreements to maintain a back-up
                  servicer
                  for the pool assets are maintained. 

              	
                 

              	 	
                 

              	
                X

              	 
	
                1122(d)(1)(iv)

              	
                A
                  fidelity bond and errors and omissions policy is in effect on the
                  party
                  participating in the servicing function throughout the reporting
                  period in
                  the amount of coverage required by and otherwise in accordance
                  with the
                  terms of the transaction agreements. 

              	 	 	 	
                X

              	 


      


      
        
          
          

        

        
          S-1

          
            

          

        

        
          
          

        

      


      


      
        	
                Regulation
                  AB Reference

              	
                Servicing
                  Criteria

              	
                Paying
                  Agent

                (including
                  the Trustee if acting as Paying Agent)

              	
                Credit
                  Risk Manager

              	
                Trustee

              	
                Master
                  Servicer

              	
                Securities
                  Administrator

              
	 	
                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

              	 
	
                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

              	 
	
                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

              	 


      


      
        
          
          

        

        
          S-2

          
            

          

        

        
          
          

        

      


      


      
        	
                Regulation
                  AB Reference

              	
                Servicing
                  Criteria

              	
                Paying
                  Agent

                (including
                  the Trustee if acting as Paying Agent)

              	
                Credit
                  Risk Manager

              	
                Trustee

              	
                Master
                      Servicer

              	
                Securities
                  Administrator

              
	 	
                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

              


      


      
        
          
          

        

        
          S-3

          
            

          

        

        
          
          

        

      


      


      
        	
                Regulation
                  AB Reference

              	
                Servicing
                  Criteria

              	
                Paying
                  Agent

                (including
                  the Trustee if acting as Paying Agent)

              	
                Credit
                  Risk Manager

              	
                Trustee

              	
                Master
                  Servicer

              	
                Securities
                  Administrator

              
	
                1122(d)(3)(iii)

              	
                Disbursements
                  made to an investor are posted within two business days to the
                  Servicer’s
                  investor records, or such other number of days specified in the
                  transaction agreements. 

              	
                X

              	 	 	
                 X

              	 
	
                1122(d)(3)(iv)

              	
                Amounts
                  remitted to investors per the investor reports agree with cancelled
                  checks, or other form of payment, or custodial bank statements.
                  

              	
                X

              	 	 	
                X

              	 
	 	
                Pool
                  Asset Administration

              	 	 	 	 	 
	
                1122(d)(4)(i)
                  

              	
                Collateral
                  or security on pool assets is maintained as required by the transaction
                  agreements or related pool asset documents. 

              	
                 

              	 	 	 	 
	
                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

              	 


      


      
        
          
          

        

        
          S-4

          
            

          

        

        
          
          

        

      


      


      
        	
                Regulation
                  AB Reference

              	
                Servicing
                  Criteria

              	
                Paying
                  Agent

                (including
                  the Trustee if acting as Paying Agent)

              	
                Credit
                  Risk Manager

              	
                Trustee

              	
                Master
                  Servicer

              	
                Securities
                  Administrator

              
	
                1122(d)(4)(vii)

              	
                Loss
                  mitigation or recovery actions (e.g., forbearance plans, modifications
                  and
                  deeds in lieu of foreclosure, foreclosures and repossessions, as
                  applicable) are initiated, conducted and concluded in accordance
                  with the
                  timeframes or other requirements established by the transaction
                  agreements. 

              	 	 	 	
                X

              	 
	
                1122(d)(4)(viii)

              	
                Records
                  documenting collection efforts are maintained during the period
                  a pool
                  asset is delinquent in accordance with the transaction agreements.
                  Such
                  records are maintained on at least a monthly basis, or such other
                  period
                  specified in the transaction agreements, and describe the entity’s
                  activities in monitoring delinquent pool assets including, for
                  example,
                  phone calls, letters and payment rescheduling plans in cases where
                  delinquency is deemed temporary (e.g., illness or unemployment).
                  

              	 	 	 	 	 
	
                1122(d)(4)(ix)

              	
                Adjustments
                  to interest rates or rates of return for pool assets with variable
                  rates
                  are computed based on the related pool asset documents. 

              	 	 	 	 	 
	
                1122(d)(4)(x)

              	
                Regarding
                  any funds held in trust for an obligor (such as escrow accounts):
                  (A) such
                  funds are analyzed, in accordance with the obligor’s pool asset documents,
                  on at least an annual basis, or such other period specified in
                  the
                  transaction agreements; (B) interest on such funds is paid, or
                  credited,
                  to obligors in accordance with applicable pool asset documents
                  and state
                  laws; and (C) such funds are returned to the obligor within 30
                  calendar
                  days of full repayment of the related pool assets, or such other
                  number of
                  days specified in the transaction agreements. 

              	 	 	 	 	 


      


      
        
          
          

        

        
          S-5

          
            

          

        

        
          
          

        

      


      


      
        	
                Regulation
                  AB Reference

              	
                Servicing
                  Criteria

              	
                Paying
                  Agent

                (including
                  the Trustee if acting as Paying Agent)

              	
                Credit
                  Risk Manager

              	
                Trustee

              	
                Master
                  Servicer

              	
                Securities
                  Administrator

              
	
                1122(d)(4)(xi)

              	
                Payments
                  made on behalf of an obligor (such as tax or insurance payments)
                  are made
                  on or before the related penalty or expiration dates, as indicated
                  on the
                  appropriate bills or notices for such payments, provided that such
                  support
                  has been received by the servicer at least 30 calendar days prior
                  to these
                  dates, or such other number of days specified in the transaction
                  agreements. 

              	 	 	 	
                 

              	 
	
                1122(d)(4)(xii)

              	
                Any
                  late payment penalties in connection with any payment to be made
                  on behalf
                  of an obligor are paid from the Servicer’s funds and not charged to the
                  obligor, unless the late payment was due to the obligor’s error or
                  omission. 

              	 	 	 	
                 

              	 
	
                1122(d)(4)(xiii)

              	
                Disbursements
                  made on behalf of an obligor are posted within two business days
                  to the
                  obligor’s records maintained by the servicer, or such other number of days
                  specified in the transaction agreements. 

              	 	 	 	
                 

              	 
	
                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

              	 	 


      

       

      
        
          
          

        

        
          S-6

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        T

      


      [RESERVED]

       

      
        
          
          

        

        
          T-1

          
            

          

        

        
          
          

        

      

      
 

      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-WF1 issued pursuant to the Trust Agreement dated as of March
                  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, U.S. Bank National
                  Association, as Trustee (the “Trustee”), and Wells Fargo Bank, N.A., as
                  Securities Administrator.       

              


      

       

      CLAYTON
        FIXED INCOME SERVICES INC. (the “Credit Risk Manager”) certifies to the
        Depositor, the Sponsor, the Master Servicer, the Trustee, the Securities
        Administrator 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 Credit Risk Management Agreement dated
                  as of
                  March 30, 2007 (the “Credit Risk Management Agreement”), by and between
                  the Credit Risk Manager and Wells Fargo Bank, N.A. 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 Credit
                  Risk
                  Management Agreement throughout the Relevant
                  Year.

              


      

       

      


       

       

      CLAYTON
        FIXED INCOME SERVICES INC.

       

       

      


       

      By:
        ______________________________________

       

      Name:
        ____________________________________

       

      Title:
        _____________________________________

       

      
        
          
          

        

        
          U-1

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        V

       

      TRANSACTION
        PARTIES

       

      Sponsor
        and Seller: Lehman Brothers Holdings Inc.

       

      Depositor:
        Structured Asset Securities Corporation

       

      Trustee:
        U.S. Bank National Association

       

      Securities
        Administrator: Wells Fargo Bank, N.A.

       

      Master
        Servicer: Aurora Loan Services LLC

       

      Credit
        Risk Manager: Clayton Fixed Income Services Inc.

       

      Swap
        Counterparty: Swiss Re Financial Products Corporation

       

      Cap
        Counterparty: Swiss Re Financial Products Corporation

       

      Servicer(s):
        Wells Fargo Bank, N.A.

       

      Originator(s):
        Wells Fargo Bank, N.A.

       

      Custodian(s):
        Wells Fargo Bank, N.A.

       

      Paying
        Agent: U.S. Bank National Association

       

      
        
          
          

        

        
          V-1

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        W

       

      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-WF1, dated as of March 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, Wells Fargo Bank, N.A., as Securities Administrator,
                  and U.S. Bank
                  National Association, as Trustee

              	 


      

      


      Ladies
        and Gentlemen:

      


      In
        accordance with 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:
        __________________________

       

      
        
          
          

        

        
          W-1

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        X

       

      FORM
        OF
        PURCHASER CALL OPTION NOTICE

      


      [Date]

      


      Aurora
        Loan Services LLC

      10350
        Park Meadows Drive 

      Littleton,
        Colorado 80124

      Attn:
        SASCO 2007-WF1

      


       

      
        	
                Re:

              	
                PURCHASER
                  CALL OPTION NOTICE

              


      

      
        	 	
                Trust
                  Agreement relating to the Structured Asset Securities Corporation
                  Mortgage
                  Pass-Through Certificates, Series 2007-WF1, dated as of March 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, Wells Fargo Bank, N.A., as Securities Administrator,
                  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 Loan Trust Mortgage Pass-Through
        Certificates, Series 2007-WF1.

      


      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:
          __________________________

      

      


      
        
          
          

        

        
          X-1

          
            

          

        

        
          
          

        

      

       

      SCHEDULE
        A

       

      MORTGAGE
        LOAN SCHEDULE

       

      [To
        be
        retained in a separate closing binder entitled “SASCO 2007-WF1 Mortgage Loan
        Schedule” at McKee Nelson LLP] 

       

      
        
          
          

        

        
          Schedule-A-1

          
            

          

        

        
          
          

        

      

       

      SCHEDULE
        B

       

      FIRST
        PAYMENT DEFAULT MORTGAGE LOANS

       

      [To
        be
        retained in a separate closing binder entitled “SASCO 2007-WF1 First Payment
        Default Mortgage Loans” at McKee Nelson LLP]

      


      
        
          
          

        

        
          Schedule-B-1